SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HANDLER RICHARD B
(Last) (First) (Middle)
C/O JEFFERIES & COMPANY, INC.
520 MADISON AVE., 12TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JEFFERIES GROUP INC /DE/ [ JEF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/19/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/19/2007 P 326,609 A $30.0699(1) 11,186,965(2) D
Common Stock 07/19/2007 M 800,000 A $11.75 11,986,965(2) D
Common Stock 07/19/2007 M 7,460 A $12.1557 11,994,425(2) D
Common Stock 07/19/2007 M 8,464 A $10.598 12,002,889(2) D
Common Stock 07/19/2007 M 9,464 A $9.3761 12,012,353(2) D
Common Stock 07/19/2007 M 8,572 A $10.4547 12,020,925(2) D
Common Stock 07/19/2007 F 326,600 D $29.879 11,694,325(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option - right to buy $11.75 07/19/2007 M 800,000 08/15/2003(3) 08/15/2007 Common Stock 800,000 $0 0 I Held by Reporting Person as Trustee
Option - right to buy $12.1557 07/19/2007 M 7,460 12/31/2004 12/31/2007 Common Stock 7,460 $0 0 D
Option - right to buy $10.598 07/19/2007 M 8,464 12/31/2004 12/31/2007 Common Stock 8,464 $0 0 D
Option - right to buy $9.3761 07/19/2007 M 9,464 12/31/2004 12/31/2007 Common Stock 9,464 $0 0 D
Option - right to buy $10.4547 07/19/2007 M 8,572 12/31/2004 12/31/2007 Common Stock 8,572 $0 0 D
Explanation of Responses:
1. Weighted average price based on the following transactions: 500 at $29.54, 100 at $29.55, 3100 at $29.56, 300 at $29.57, 1800 at $29.60, 200 at $29.61, 300 at $29.62, 100 at $29.66, 100 at $29.70, 400 at $29.75, 200 at $29.76, 500 at $29.77, 200 at $29.78, 100 at $29.81, 200 at $29.84 ,1400 at $29.87, 2300 at $29.88, 2700 at $29.89, 4100 at $29.90, 2200 at $29.91, 600 at $29.92, 1700 at $29.93, 1200 at $29.94, 2100 at $29.95, 1100 at $29.96, 4300 at $29.97, 3900 at $29.98, 5100 at $29.99, 23100 at $30.00, 12700 at $30.01, 14000 at $30.02, 6100 at $30.03, 22100 at $30.04, 11400 at $30.05, 20000 at $30.06, 11900 at $30.07, 14700 at $30.08, 13000 at $30.09, 10500 at $30.10, 24109 at $30.11, 11900 at $30.12, 5300 at $30.13, 8000 at $30.14, 10800 at $30.15, 9800 at $30.16, 12400 at $30.17, 10200 at $30.18, 4300 at $30.19, 3300 at $30.20, 1200 at $30.21, 8400 at $30.22, 11700 at $30.23, 4900 at $30.24.
2. Does not include 108,524 shares indirectly held by the Reporting Person by the Trustee of the Jefferies Group, Inc. Employees' Stock Ownership Plan for the benefit of the Reporting Person, and does not include 40 shares indirectly held by the Reporting Person as custodian for family accounts. Includes shares held by the Reporting Person as trustee for estate planning trusts.
3. One-third of the options were exercisable on each of 8/15/2003, 8/15/2004 and 8/15/2005.
/s/ Roland T. Kelly, by power of attorney 07/23/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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