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                                    FORM 8-A

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                              JEFFERIES GROUP, INC.
             (Exact name of registrant as specified in its charter)

   DELAWARE                     1-11665            95-2848406
(State or Other            (Commission File       (IRS Employer
 Jurisdiction of                 Number)            Identification
 Incorporation)                                    Number)

                    11100 SANTA MONICA BOULEVARD, 10TH FLOOR
                         LOS ANGELES, CALIFORNIA 90025
               (Address of principal executive office) (Zip Code)

       Registrant's telephone number, including area code: (310) 445-1199

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class              Name of each exchange on which
to be registered                 each class is to be registered
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COMMON STOCK $.01 PAR VALUE      NEW YORK STOCK EXCHANGE, INC.
                                 BOSTON STOCK EXCHANGE, INCORPORATED
                                 CHICAGO STOCK EXCHANGE, INCORPORATED
                                 PACIFIC STOCK EXCHANGE INCORPORATED

Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of Class)


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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

        Common Stock, $.01 Par Value

        The capital stock of Jefferies Group, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc., Boston
Stock Exchange, Incorporated, Chicago Stock Exchange, Incorporated, and The
Pacific Stock Exchange Incorporated (the "Exchanges"), is the Registrant's
Common Stock with a par value of $.01 per share. Holders of Common Stock are
entitled to one vote per share at all meetings of stockholders. Dividends that
may be declared on the Common Stock will be paid in an equal amount to the
holder of each share. No pre-emptive rights are conferred upon the holders of
such stock, and there are no liquidation or conversion rights. Nor are there
any redemption or sinking fund provisions, and there is no liability to further
calls or to assessments by the Registrant.

ITEM 2. EXHIBITS

         1  All exhibits required by instruction II to Item 2 will
            be supplied to the Exchanges.

                                   SIGNATURES

        Pursuant to the requirements of Section 12 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.
                                                    (Registrant)


     May 13, 1996                               By: /s/  JERRY M. GLUCK
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                                                          Jerry M. Gluck
                                                            Secretary




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