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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Jefferies High Yield Trading, LLC (Last) (First) (Middle) THE METRO CENTER ONE STATION PLACE, THREE NORTH (Street) STAMFORD CT 06902 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/01/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	12/01/2008		P		27,400(1)	A	$0.8948(2)	16,307,350(3)	D(3)
Common Stock	12/02/2008		P		355,400(4)	A	$0.8857(5)	16,662,750(6)	D(6)
Common Stock	12/03/2008		P		57,360(7)	A	$0.8981(8)	16,720,110(9)	D(9)

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

1. Name and Address of Reporting Person* Jefferies High Yield Trading, LLC (Last) (First) (Middle) THE METRO CENTER ONE STATION PLACE, THREE NORTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JEFFERIES & COMPANY, INC. (Last) (First) (Middle) 520 MADISON AVE. 12TH FL. (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Jefferies High Yield Holdings, LLC (Last) (First) (Middle) THE METRO CENTER, ONE STATION PLACE THREE NORTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JEFFERIES GROUP INC /DE/ (Last) (First) (Middle) 520 MADISON AVENUE 12TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 23,926 shares acquired by Jefferies High Yield Trading and 3,474 shares acquired by Jefferies & Company.

2. Weighted average price based on the following transactions: 2,656 at $0.8801; 200 at $0.8851; 400 at $0.8876; 7,262 at $0.89; 122 at $0.8901; 1,200 at $0.895; 400 at $0.8976; 1,739 at $0.8997; and 13,421 at $0.9.

3. Represents 14,240,059 shares held by Jefferies High Yield Trading and 2,067,291 shares held by Jefferies & Company.

4. 310,346 shares acquired by Jefferies High Yield Trading and 45,054 shares acquired by Jefferies & Company.

5. Weighted average price based on the following transactions: 53 at $0.8654; 700 at $0.8663; 100 at $0.8664; 113,764 at $0.87; 500 at $0.8701; 1,100 at $0.8742; 100 at $0.8792; 600 at $0.8799; 40,909 at $0.88; 800 at $0.8899; 17,123 at $0.89; 600 at $0.894; 100 at $0.8951; 100 at $0.8985; 100 at $0.899; 300 at $0.8995; and 165,600 at $0.9.

6. Represents 14,550,405 shares held by Jefferies High Yield Trading and 2,112,345 shares held by Jefferies & Company.

7. 50,088 shares acquired by Jefferies High Yield Trading and 7,272 shares acquired by Jefferies & Company.

8. Weighted average price based on the following transactions: 400 at $0.8800; 5,100 at $0.8900; 4,600 at $0.8901; 300 at $0.8903; 100 at $0.8950; and 46,860 at $0.9.

9. Represents 14,600,493 shares held by Jefferies High Yield Trading and 2,119,617 shares held by Jefferies & Company.

	/s/ Roland T. Kelly, Authorized Person	12/03/2008
	** 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).
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