UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 19, 2008

Jefferies Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-14947		95-4719745
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

520 Madison Ave., 12th Floor, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-284-2550

 

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 19, 2008, our shareholders approved our Amended and Restated 2003 Incentive Compensation Plan. A copy of our Amended and Restated 2003 Incentive Compensation Plan is attached as Appendix 1 to our proxy statement filed on April 16, 2008 and is incorporated herein by reference.

Item 9.01.		Financial Statements and Exhibits

     The following exhibit is filed with this report:

Number		Exhibit
10		2003 Incentive Compensation Plan as amended and restated as of May 19, 2008 is incorporated herein by reference to Appendix 1 to Jefferies Group, Inc.’s proxy statement filed on April 16, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit No.		Description
10		2003 Incentive Compensation Plan as amended and restated as of May 19, 2008 is incorporated herein by reference to Appendix 1 to Jefferies Group, Inc.’s proxy statement filed on April 16, 2008.