SecProbe.io

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Mail Stop 4561

									December 28, 2005

Mr. Richard B. Handler
Chief Executive Officer
Jefferies Group, Inc.
520 Madison Avenue, 12th Floor
New York, NY 10022

      RE:	Jefferies Group, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
Forms 10-Q for Quarters Ended March 31, 2005, June 30, 2005 and
September 30, 2005
      File No. 1-14947

Dear Mr. Handler:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please provide a written response to
our
comments.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Management`s Discussion and Analysis, page 13

Revenues by Source, page 16

1. We note your disclosure on page 27 that a significant portion
of
your revenues is derived from proprietary trading.  Please tell us
and in future filings separately disclose the total amount of
revenues recognized attributable to principal transactions and
propriety trading for each period presented.

Asset Management Revenue, page 18

2. We note your disclosure that the increase in asset management
revenue was a result of management and performance fees on a
higher
base of assets under management.  Please tell us and in future
filings separately quantify the changes in assets under management
attributable to customers` net cash flows and changes in the
market
value of the portfolio for each period presented.

Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies, page 42

Commissions, page 42

3. We note your disclosure on page 17 that equity revenue is
composed
of commissions and principal transaction trading revenues, net of
soft dollar expenses.  Please tell us and in future filings
disclose
the following information regarding your soft dollar arrangements:

* the nature of the arrangements, including the parties involved,
the
types of fees paid or received, and the form in which these fees
are
paid or received;

* your accounting policy with respect to soft dollar arrangements;
and

* quantify the impact of soft dollar arrangements for each period
presented.

Investment Banking, page 43

4. We note your disclosure that underwriting revenues are
presented
net of unreimbursed deal related expenses.  Please tell us and in
future filings disclose how you report client reimbursement of
expenses and quantify the amount of client reimbursements for each
period presented.

Note 16 - Segment Reporting, page 68

5. We note your disclosure that you operate and are managed as a
single business segment.  In light of the significant discussion
of
your business divisions and units throughout your document, please
provide us with a comprehensive analysis describing how you
determined that you operate within one operating segment.  Refer
to
paragraphs 10 - 15 of SFAS 131 and include the following in your
analysis:

* identify your chief operating decision maker;
* identify any segment managers;
* describe your management and organization structure;
* describe the management reports that your chief operating
decision
maker regularly reviews;
* describe how resources are allocated and performance is
evaluated
throughout your organization;
* describe the extent to which discrete financial information is
available for your different business divisions and units; and
* describe the extent to which this discrete financial
information,
if available, is reviewed by your segment managers and/or chief
operating decision maker.

Note 17 - Goodwill, page 69

6. We note your disclosure that the 2004 activity for Broadview
International and Quarterdeck mostly represent additional
contingent
consideration.  Please tell us and disclose in your December 31,
2005
Form 10-K the following, as it appears you have not previously
disclosed this information.

* the form (e.g. cash or stock) in which the additional
consideration
is payable and the total amount of additional contingent
consideration potentially payable related to your acquisitions;
and

* a description of the accounting treatment that will be followed
should the contingency be resolved.

Refer to paragraph 53 of SFAS 141.

7. Please tell us how the payment of additional consideration in
2004
is reported in your financial statements.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Sharon Johnson, Staff Accountant, at (202)
551-
3474 or me at (202) 551-3449 if you have questions.

								Sincerely,

						Joyce Sweeney
									Accounting Branch
Chief
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Mr. Richard B. Handler
Jefferies Group, Inc.
December 28, 2005
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