Mail Stop 4561

									April 11, 2006


Mr. Richard B. Handler
Chief Executive Officer
Jefferies Group, Inc.
520 Madison Avenue, 12th Floor
New York, NY 10022

      RE:	Jefferies Group, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2005
      File No. 1-14947

Dear Mr. Handler:

      We have reviewed your filing and supplemental response
letter
dated March 17, 2006 and have the following comments.

Form 10-K for the Fiscal Year Ended December 31, 2005

Consolidated Financial Statements

Note 18 - Segment Reporting, page 75
1. We have reviewed your response to comment five of our letter
dated
December 28, 2005.  We note that in evaluating whether your
operating
segments have similar economic characteristics, you consider the
expected "contribution margins" over the next five years.  Please
provide us with a more comprehensive analysis describing how you
determined that each of the operating segments aggregated into
your
Capital Markets reportable segment have similar economics.  In
your
analysis, please include the following:

* the  discrete financial information is provided to your chief
operating decision maker ("CODM") on a regular basis;
* the specific financial measures that your CODM to evaluate
financial performance and allocate resources;
* quantify the financial performance of each identified operating
segment for the last five years;
* quantify and describe the relationship and trends between
drivers
of economic performance, including sales and margins, of your
aggregated operating segments;
* how you consider the historical financial performance of each of
your operating segments when determining that the economic
characteristics of those segments are similar; and
* how you determined that your operating segments have similar
economic characteristics, given the wide range of expected
contribution margins for each operating segment within the next
five
years.

2. Based upon your response it is not clear how you determined
that
the nature of service and production processes are similar for all
of
the operating segments you aggregate into the Capital Markets
segment.  For example, based upon your business unit descriptions
in
your Form 10-K, it appears that the services provided and
production
processes that would likely be involved to provide the services
for
your Investment Banking unit are significantly different than your
business units that primarily offers sales and/or trading
services.
Please provide us with a more comprehensive description and
analysis
of how you determined that the services/products and production
process for each of your aggregated operating segments are
similar.
Refer to Question 7 in the FASB Staff Implementation Guidance on
Applying Statement 131 and the Current Accounting and Disclosure
Issues in the Division of Corporation Finance outline available on
our web-site at www.sec.gov.

3. Please tell us how you intend to comply, in future filings,
with
the disclosure requirements of paragraph 36 and 37 of SFAS 131.

Note 19 - Goodwill, page 76

4. We have reviewed your response to comment seven of our letter
dated December 28, 2005.  Please tell us when you made the cash
payments related to additional contingent consideration accrued
during 2004 and 2005 and how the cash payments are reported in
your
Consolidated Statements of Cash Flows.  Please reconcile for us
your
2005 and 2004 Form 10-K disclosure regarding contingent
consideration
and goodwill activity with the cash flows related to acquisitions
reported on your Statements of Cash Flows.









      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Sharon Blume, Staff Accountant, at (202)
551-
3474 or me at (202) 551-3449 if you have questions.


								Sincerely,



						Joyce Sweeney
									Accounting Branch
Chief
Mr. Richard B. Handler
Jefferies Group, Inc.
April 11, 2006
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