Edgar Filing: JEFFERIES GROUP INC /DE/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HANDLER RICHARD B

2. Issuer Name and Ticker or Trading Symbol
JEFFERIES GROUP INC /DE/ [JEF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO

(Last)

(First)

(Middle)

C/O JEFFERIES & COMPANY, INC., 520 MADISON AVE., 12TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2007

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/19/2007		P		326,609	A	$ 30.0699 ⁽¹⁾	11,186,965 ⁽²⁾	D
Common Stock	07/19/2007		M		800,000	A	$ 11.75	11,986,965 ⁽²⁾	D
Common Stock	07/19/2007		M		7,460	A	$ 12.1557	11,994,425 ⁽²⁾	D
Common Stock	07/19/2007		M		8,464	A	$ 10.598	12,002,889 ⁽²⁾	D
Common Stock	07/19/2007		M		9,464	A	$ 9.3761	12,012,353 ⁽²⁾	D
Common Stock	07/19/2007		M		8,572	A	$ 10.4547	12,020,925 ⁽²⁾	D
Common Stock	07/19/2007		F		326,600	D	$ 29.879	11,694,325 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option - right to buy

$ 11.75

07/19/2007

800,000

08/15/2003⁽³⁾

08/15/2007

Common Stock

800,000

$ 0

Held by Reporting Person as Trustee

Option - right to buy

$ 12.1557

07/19/2007

7,460

12/31/2004

12/31/2007

Common Stock

7,460

$ 0

Option - right to buy

$ 10.598

07/19/2007

8,464

12/31/2004

12/31/2007

Common Stock

8,464

$ 0

Option - right to buy

$ 9.3761

07/19/2007

9,464

12/31/2004

12/31/2007

Common Stock

9,464

$ 0

Option - right to buy

$ 10.4547

07/19/2007

8,572

12/31/2004

12/31/2007

Common Stock

8,572

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HANDLER RICHARD B C/O JEFFERIES & COMPANY, INC. 520 MADISON AVE., 12TH FLOOR NEW YORK, NY 10022	X		CEO

Signatures

/s/ Roland T. Kelly, by power of attorney		07/23/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Weighted average price based on the following transactions: 500 at $29.54, 100 at $29.55, 3100 at $29.56, 300 at $29.57, 1800 at $29.60, 200 at $29.61, 300 at $29.62, 100 at $29.66, 100 at $29.70, 400 at $29.75, 200 at $29.76, 500 at $29.77, 200 at $29.78, 100 at $29.81, 200 at $29.84 ,1400 at $29.87, 2300 at $29.88, 2700 at $29.89, 4100 at $29.90, 2200 at $29.91, 600 at $29.92, 1700 at $29.93, 1200 at $29.94, 2100 at $29.95, 1100 at $29.96, 4300 at $29.97, 3900 at $29.98, 5100 at $29.99, 23100 at $30.00, 12700 at $30.01, 14000 at $30.02, 6100 at $30.03, 22100 at $30.04, 11400 at $30.05, 20000 at $30.06, 11900 at $30.07, 14700 at $30.08, 13000 at $30.09, 10500 at $30.10, 24109 at $30.11, 11900 at $30.12, 5300 at $30.13, 8000 at $30.14, 10800 at $30.15, 9800 at $30.16, 12400 at $30.17, 10200 at $30.18, 4300 at $30.19, 3300 at $30.20, 1200 at $30.21, 8400 at $30.22, 11700 at $30.23, 4900 at $30.24.
(2)	Does not include 108,524 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 40 shares indirectly held by the Reporting Person as custodian for family accounts. Includes shares held by the Reporting Person as trustee for estate planning trusts.
(3)	One-third of the options were exercisable on each of 8/15/2003, 8/15/2004 and 8/15/2005.

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