X0202 4 2005-01-18 0 0001084580 JEFFERIES GROUP INC /DE/ JEF 0001231202 SHAW JOHN C JR C/O JEFFERIES & COMPANY, INC. 520 MADISON AVE 12TH FLOOR NEW YORK NY 10022 1 1 0 0 President and COO Common Stock 2005-01-18 4 A 0 25438.247 40.16 A 809469 D Acquisition of restricted stock units under the Jefferies Group, Inc. 2003 Incentive Compensation Plan in lieu of cash compensation in a transaction exempt under Rule 16b-3(d) under the Securities Exchange Act of 1934. Does not include 134,514 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 1,771 shares indirectly held by the Reporting Person by the Trustee under the Jefferies Group, Inc. Profit Sharing Plan for the benefit of the Reporting Person. /s/ Roland T. Kelly, by Power of Attorney 2005-01-20