EXHIBIT 12.2

JEFFERIES GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
(Amounts in thousands, except for per share amounts)

												Three Months
	Year Ended December 31,											Ended
	2008			2007		2006		2005		2004		March 31, 2009
Fixed Charges:
Interest expense on long-term indebtedness	$	117,227		$	105,221	$	84,044	$	47,669	$	40,256	$	29,124
Interest portion of rent expense		16,843			16,814		14,469		11,653		9,437		3,683
Total fixed charges	$	134,070		$	122,035	$	98,513	$	59,322	$	49,693	$	32,807
Convertible Preferred Stock Dividends	$	4,063		$	4,063	$	3,543	$	—	$	—	$	1,016
Earnings:
Earnings before income taxes and cumulative effect of change in accounting principle (2)	$	(880,261	)	$	241,477	$	348,654	$	268,407	$	226,989	$	49,182
Total fixed charges		134,070			122,035		98,513		59,322		49,693		32,807
Total earnings	$	(746,191	)	$	363,512	$	447,167	$	327,729	$	276,682	$	81,989
Ratio of Earnings to Combined Fixed Charges and Convertible Preferred Stock Dividends (1)		—			2.9		4.4		5.5		5.6		2.4

(1)

The ratio of earnings to combined fixed charges and preferred stock dividends is computed by dividing (a) income from continuing operations before income taxes plus fixed charges by the sum of (b) fixed charges and (c) convertible preferred stock dividends. Fixed charges consist of interest expense on all long-term indebtedness and the portion of operating lease rental expense that is representative of the interest factor (deemed to be one-third of operating lease rentals).

(2)

Earnings for the year ended December 31, 2008 were insufficient to cover fixed charges by approximately $746.2 million.