Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  FRIEDMAN BRIAN P
 2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2005		 3. Issuer Name and Ticker or Trading Symbol
JEFFERIES GROUP INC /DE/ [JEF]
(Last)
(First)
(Middle)
C/O JEFFERIES CAPITAL PARTNERS, 520 MADISON AVE., 12TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, Executive Committee
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 729,638
D
 
Common Stock 520,000 (1)
D
 
Common Stock 3,388
I
See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) 02/07/2005 02/02/2007 Common Stock 95,000 $ 20.99 D  
Option (Right to Buy) 01/01/2005 12/31/2007 Common Stock 684 $ 24.3114 D  
Option (Right to Buy) 01/01/2005 12/31/2007 Common Stock 834 $ 21.196 D  
Option (Right to Buy) 01/01/2005 12/31/2007 Common Stock 946 $ 18.7521 D  
Option (Right to Buy) 01/01/2005 12/31/2007 Common Stock 856 $ 20.9093 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRIEDMAN BRIAN P
C/O JEFFERIES CAPITAL PARTNERS
520 MADISON AVE., 12TH FLOOR
NEW YORK, NY 10022		   X     Chairman, Executive Committee  

Signatures

/s/ Roland T. Kelly, by power of attorney 07/20/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes up to 520,000 shares that may be issued to the Reporting Person pursuant to an agreement with Jefferies Group, Inc. to issue up to such amount of shares upon the receipt by Jefferies Capital Partners IV L.P., a private equity fund, of threshold levels of committed capital at the final closing of the fund, subject to clawback based upon the size of a subsequent fund and subject to certain other conditions. This issuance is expected to occur eighteen months after the final closing of the fund or such earlier date as determined by the Reporting Person.
(2) Includes 570.936 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 includes 2,816.704 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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