8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 20, 2009

Jefferies Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-14947	95-4719745
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

520 Madison Ave., 12th Floor, New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 212-284-2550

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

On October 20, 2009, we issued a press release announcing financial results for the third quarter ended September 30, 2009.  A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

The following exhibit is furnished with this report:
Number	Exhibit
99	October 20, 2009 press release.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Jefferies Group, Inc.
Date:	October 20, 2009	/s/ Roland T. Kelly
		Roland T. Kelly
		Assistant Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99	October 20, 2009 press release.

EX-99

Exhibit 99

Jefferies Reports Record Third Quarter Financial Results

NEW YORK--(BUSINESS WIRE)--October 20, 2009--Jefferies Group, Inc. (NYSE: JEF) today announced financial results for the third quarter ended September 30, 2009.

Highlights for the third quarter include:

• Record net revenues of $700 million, up 155% from the prior year
• Record net income to Common Shareholders of $86 million, versus a loss of $31 million in the prior year
• Net earnings per common share (diluted) of $0.42, which matches a record, versus a loss of $0.18 per share in the prior year

Highlights for the nine months ended September 30, 2009 include:

• Record net revenues of $1.63 billion, up 88% from the prior year
• Record net income to Common Shareholders of $187 million, versus a loss of $96 million in the prior year
• Net earnings per common share (diluted) of $0.92 versus a loss of $0.64 per share in the prior year

"We are pleased with the momentum throughout Jefferies, as we continue to work hard to serve our clients in areas of our historical core competencies, as well as our many new business lines," commented Richard Handler, Chairman and Chief Executive Officer of Jefferies.

Conference Call

A conference call with management discussion of financial results for the third quarter ended September 30, 2009 will be held today, October 20, 2009, at 9:00 AM Eastern. Securities industry professionals may access the management discussion by calling 800-954-1051 or 212-231-2903. A one-week replay of the call will also be available at 800-633-8284 or 402-977-9140 (reservation code # 21438984). A live audio webcast and delayed replay can be accessed at www.jefferies.com.

About Jefferies

Jefferies, a major global securities and investment banking group, has served companies and their investors for more than 45 years. Headquartered in New York City, with offices in more than 25 cities around the world, Jefferies provides clients with capital markets and financial advisory services, institutional brokerage, securities research and asset management. Jefferies & Company, Inc. is the principal operating subsidiary of Jefferies Group, Inc. (NYSE: JEF: www.jefferies.com).

CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
	Three Months Ended						Nine Months Ended
	Sep 30, 2009			Sep 30, 2008			Sep 30, 2009			Sep 30, 2008
Revenues:
Commissions		94,243			113,416			298,621			329,588
Principal Transactions		372,109			(3,430	)		807,629			138,303
Investment Banking		122,529			130,125			280,446			338,704
Asset Management fees and   investment (loss) from managed funds		20,966			(3,431	)		21,485			(17,748	)
Interest		161,091			209,183			413,777			624,614
Other		6,239			7,388			28,699			20,302
Total Revenues		777,177			453,251			1,850,657			1,433,763
Interest Expense		76,756			178,605			218,086			565,839
Net Revenues		700,421			274,646			1,632,571			867,924
Interest on Mandatorily Redeemable Preferred Interest of   Consolidated Subsidiaries		23,596			(24,105	)		30,620			(36,054	)
Net Revenues, less Mandatorily Redeemable Preferred   Interest		676,825			298,751			1,601,951			903,978
Non-Interest Expenses:
Compensation and benefits		395,031			246,186			956,619			783,651
Floor brokerage and clearing fees		23,510			18,946			60,570			50,482
Technology and communications		36,141			31,500			104,508			91,894
Occupancy and equipment rental		18,121			19,205			52,168			56,898
Business development		10,293			11,228			29,273			35,106
Other		18,699			25,342			52,273			66,440
Total non-interest expenses		501,795			352,407			1,255,411			1,084,471
Earnings / (loss) before income taxes		175,030			(53,656	)		346,540			(180,493	)
Income tax expense / (benefit)		65,210			(6,090	)		130,299			(59,966	)
Net earnings / (loss)		109,820			(47,566	)		216,241			(120,527	)
Net earnings / (loss) to Noncontrolling Interests		23,534			(16,262	)		29,718			(24,301	)
Net earnings / (loss) to Common Shareholders		86,286			(31,304	)		186,523			(96,226	)
Earnings / (loss) per Common Share
Basic	$	0.42		$	(0.18	)	$	0.92		$	(0.64	)
Diluted	$	0.42		$	(0.18	)	$	0.92		$	(0.64	)
Weighted Average Common Shares:
Basic		200,609			173,757			201,860			160,458
Diluted		204,736			173,757			205,986			160,458
Effective tax rate		37	%		11	%		38	%		33	%

JEFFERIES GROUP, INC. AND SUBSIDIARIES
SELECTED STATISTICAL INFORMATION
(Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
	Quarters Ended
	9/30/2009			6/30/2009			3/31/2009			12/31/2008			9/30/2008			6/30/2008
Statement of Earnings
Net Revenues, less mandatorily redeemable preferred   interest		676,825			577,866			347,260			186,874			298,751			383,080
Non-Interest Expenses:
Compensation and Benefits		395,031			348,207			213,381			738,506			246,186			277,514
Non-Compensation expenses		106,764			107,331			84,697			148,136			106,221			100,097
Earnings / (loss) before income taxes		175,030			122,328			49,182			(699,768	)		(53,656	)		5,469
Income tax expense / (benefit)		65,210			48,333			16,756			(230,283	)		(6,090	)		4,016
Net earnings / (loss)		109,820			73,995			32,426			(469,485	)		(47,566	)		1,453
Net earnings / (loss) to Noncontrolling Interests		23,534			12,095			(5,911	)		(29,583	)		(16,262	)		5,838
Net earnings / (loss) to Common Shareholders		86,286			61,900			38,337			(439,902	)		(31,304	)		(4,385	)
Diluted earnings / (loss) per Common Share	$	0.42		$	0.30		$	0.19		$	(2.39	)	$	(0.18	)	$	(0.05	)
Financial Ratios
Pretax Operating Margin		26	%		21	%		14	%		-374	%		-18	%		1	%
Compensation and Benefits / Net Revenues		56	%		59	%		62	%		480	%		90	%		71	%
Effective Tax Rate		37	%		40	%		34	%		33	%		11	%		73	%

JEFFERIES GROUP, INC. AND SUBSIDIARIES
SELECTED STATISTICAL INFORMATION
(Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
		Quarters Ended
		9/30/2009	6/30/2009		3/31/2009		12/31/2008		9/30/2008		6/30/2008
Revenues by Source
Equities		149,385	129,645		102,832		87,054		134,853		165,250
Fixed Income and Commodities		312,659	276,616		203,344		103,890		72,875		72,763
High Yield		94,882	60,907		(7,302	)	(89,096	)	(59,776	)	31,218
Other		-	1,638		6,034		-		-		-
	Total	556,926	468,806		304,908		101,848		147,952		269,231
Investment banking		122,529	120,831		37,086		87,184		130,125		109,372
Asset management fees and investment (loss) / income  from managed funds:
Asset management fees		12,564	3,714		3,762		4,765		3,804		4,758
Investment (loss) / income from managed funds		8,402	(3,158	)	(3,799	)	(39,946	)	(7,235	)	8,721
	Total	20,966	556		(37	)	(35,181	)	(3,431	)	13,479
	Net Revenues	700,421	590,193		341,957		153,851		274,646		392,082
	Interest on Mandatorily Redeemable Preferred Interest of Consolidated Subsidiaries	23,596	12,327		(5,303	)	(33,023	)	(24,105	)	9,002
	Net Revenues, less Mandatorily Redeemable Preferred Interest	676,825	577,866		347,260		186,874		298,751		383,080
Other Data
Number of Trading Days		64	63		61		64		64		64
Full Time Employees		2,513	2,307		2,296		2,241		2,436		2,343
Common Shares Outstanding		169,332	171,927		169,195		163,216		163,429		162,121
Weighted Average Common Shares:
Basic		200,609	201,902		203,310		183,691		173,757		165,694
Diluted		204,736	206,027		203,326		183,691		173,757		165,694
As of September 30, 2009, common stockholders' equity amounted to $2.1 billion, resulting in book value of $12.66 per common share

JEFFERIES GROUP, INC. AND SUBSIDIARIES
COMMON SHARES OUTSTANDING AND COMMON SHARES FOR BASIC AND DILUTED EPS CALCULATIONS
(UNAUDITED)
			September 30, 2009
Common shares outstanding			169,331,686
	Outstanding restricted stock units		27,280,983
Adjusted shares outstanding			196,612,669
Note - All share information below for EPS purposes is based upon weighted-average balances for the applicable period.
			Three months ended September 30, 2009		Nine months ended September 30, 2009
Shares Outstanding (weighted average)		(1)	171,112,682		169,022,985
Unearned restricted stock		(2)	(2,234,843	)	(1,245,109	)
Earned restricted stock units		(3)	26,755,394		27,980,470
Other issuable shares		(4)	4,975,726		6,101,707
Common Shares for Basic EPS			200,608,959		201,860,053
Stock Options		(5)	21,791		20,711
Mandatorily redeemable convertible preferred stock		(6)	4,105,138		4,105,138
Common Shares for Diluted EPS			204,735,888		205,985,902
(1)	Shares outstanding represents shares issued less shares repurchased in treasury stock. Shares issued includes public and private offerings, earned and unearned restricted stock, distributions related to restricted stock units, deferred compensation plans, employee stock purchase plan and stock option exercises. Shares issued does not include undistributed earned and unearned restricted stock units.
(2)	As certain restricted stock is contingent upon a future service condition, unearned shares are removed from shares outstanding in the calculation of basic EPS as Jefferies' obligation to issue these shares remains contingent.
(3)	As earned restricted stock units are no longer contingent upon a future service condition and are issuable upon a certain date in the future, earned restricted stock units are added to shares outstanding in the calculation of basic EPS.
(4)	Other shares issuable not pursuant to any contingency include shares issuable to settle previously granted restricted stock awards, shares issuable under certain deferred compensation plans and shares issuable in connection with earnout agreements.
(5)	Calculated under the treasury stock method in accordance with FASB 128, Earnings per Share. The treasury stock method assumes the issuance of only a net incremental number of shares as proceeds from issuance are assumed to be used to repurchase shares at the average stock price for the period.
(6)	Calculated under the if-converted method in accordance with FASB 128, Earnings per Share. The if-converted method assumes the conversion of convertible securities at the beginning of the period.

CONTACT:
Jefferies Group, Inc.
Peregrine C. Broadbent, Chief Financial Officer
212-284-2338