X0202 4 2008-01-22 0 0001084580 JEFFERIES GROUP INC /DE/ JEF 0001407115 Hendrickson Charles J C/O JEFFERIES & COMPANY, INC. 520 MADISON AVE., 12TH FLOOR NEW YORK NY 10022 0 1 0 0 Treasurer Common Stock 2008-01-22 4 A 0 5931 0 A 29934 D Acquisition of restricted stock units for no cash consideration under the Jefferies Group, Inc. 2003 Incentive Compensation Plan in a transaction exempt under Rule 16b-3(d) of the Securities and Exchange Act of 1934. The restricted stock units vest 20% on each of February 15, 2009, February 15, 2010, February 15, 2011, February 15, 2012 and February 15, 2013. Does not include 2,111 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/ Ashley B. Geller, by power of attorney 2008-01-24