X0303 4 2010-01-19 0 0001084580 JEFFERIES GROUP INC /DE/ JEF 0001275002 FRIEDMAN BRIAN P C/O JEFFERIES & COMPANY, INC. 520 MADISON AVE. NEW YORK NY 10022 1 1 0 0 Chairman, Executive Committee Common Stock 2010-01-19 4 A 0 1132404 25.83 A 5051263 D Acquisition of 2009 Performance-Linked Restricted Stock Units for no cash consideration under the Jefferies Group, Inc. 2003 Incentive Compensation Plan, as amended, in a transaction exempt under Rule 16b-3(d) under the Securities Exchange Act of 1934. The restricted stock units are subject to 2010 performance criteria and vests 1/3 on each of January 19, 2011, January 19, 2012 and January 19, 2013. Does not include 1,218 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 8,855 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 2010-01-20