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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

OR

Commission file number 1-14947

JEFFERIES GROUP, INC.

(Exact name of registrant as specified in its charter)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
     Yes [X]   No [   ]

As of June 28, 2002, the registrant had 26,930,270 common shares, $.0001 par value, outstanding.

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JEFFERIES GROUP, INC. AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
JUNE 28, 2002

						Page
PART I				FINANCIAL INFORMATION
		Item 1.		Financial Statements
				Consolidated Statements of Financial Condition - June 28, 2002 (unaudited) and December 31, 2001		3
				Consolidated Statements of Earnings (unaudited) - Three Months and Six Months Ended June 28, 2002 and June 29, 2001		4
				Consolidated Statement of Changes in Stockholders’ Equity (unaudited) - Six Months Ended June 28, 2002		5
				Consolidated Statements of Cash Flows (unaudited) - Six Months Ended June 28, 2002 and June 29, 2001		6
				Notes to Consolidated Financial Statements (unaudited)		8
		Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
		Item 3.		Quantitative and Qualitative Disclosures About Market Risk		17
PART II				OTHER INFORMATION
		Item 1.		Legal Proceedings		17
		Item 4.		Submission of Matters to a Vote of Security Holders		17
		Item 6.		Exhibits and Reports on Form 8-K		17

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JEFFERIES GROUP, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except per share amounts)

						June 28,				December 31,
						2002				2001
						(unaudited)
ASSETS
Cash and cash equivalents						$	14,806			$	188,106
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository organizations							177,686				154,989
Receivable from brokers and dealers							3,479,153				4,064,626
Receivable from customers, officers and directors							195,012				136,605
Securities owned							458,552				285,372
Securities pledged to creditors							83,917				100,262
Investments							412,739				168,863
Premises and equipment							47,242				48,436
Other assets							220,917				197,478
						$	5,090,024			$	5,344,737
LIABILITIES AND STOCKHOLDERS’ EQUITY
Bank loans						$	121,000			$	50,000
Payable to brokers and dealers							3,186,816				3,885,842
Payable to customers							343,886				313,207
Securities sold, not yet purchased							197,819				150,146
Accrued expenses and other liabilities							213,688				226,089
							4,063,209				4,625,284
Long-term convertible debt							3,133				2,817
Long-term debt							430,258				150,980
							4,496,600				4,779,081
Stockholders’ equity:
	Preferred stock, $.0001 par value. Authorized 10,000,000 shares; none issued						—				—
	Common stock, $.0001 par value. Authorized 100,000,000 shares; issued 28,974,476 shares in 2002 and 27,896,622 shares in 2001						3				3
	Additional paid-in capital						191,752				159,018
	Retained earnings						471,809				439,195
	Less:
		Treasury stock, at cost, 2,044,206 shares in 2002 and 1,060,788 shares in 2001					(67,723	)			(27,856	)
		Accumulated other comprehensive loss:
			Currency translation adjustments				(116	)			(2,403	)
			Additional minimum pension liability				(2,301	)			(2,301	)
		Total accumulated other comprehensive loss					(2,417	)			(4,704	)
				Total stockholders’ equity			593,424				565,656
						$	5,090,024			$	5,344,737

See accompanying unaudited notes to consolidated financial statements.

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JEFFERIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
(In thousands, except per share amounts)

				Three Months Ended								Six Months Ended
				June 28,				June 29,				June 28,				June 29,
				2002				2001				2002				2001
Revenues:
	Commissions			$	63,063			$	53,859			$	127,636			$	114,407
	Principal transactions				67,288				72,404				133,955				159,230
	Corporate finance				41,650				44,077				79,318				61,089
	Interest				24,447				38,332				46,076				78,276
	Asset management				2,724				5,811				6,211				10,540
	Other				1,705				1,414				3,023				2,063
		Total revenues			200,877				215,897				396,219				425,605
Interest expense					22,748				34,453				40,346				67,256
Revenues, net of interest expense					178,129				181,444				355,873				358,349
Non-interest expenses:
	Compensation and benefits				101,715				111,244				206,282				218,728
	Floor brokerage and clearing fees				13,442				11,183				27,590				22,088
	Communications				13,998				12,230				25,393				23,568
	Occupancy and equipment rental				6,148				6,135				12,306				11,627
	Travel and promotional				5,686				5,703				11,990				11,312
	Other				6,468				6,375				11,676				15,321
		Total non-interest expenses			147,457				152,870				295,237				302,644
Earnings before income taxes and extraordinary item					30,672				28,574				60,636				55,705
Income taxes					12,577				12,022				24,869				23,469
Earnings before extraordinary item					18,095				16,552				35,767				32,236
Extraordinary item — loss on early extinguishment of debt, net of tax					(480	)			—				(480	)			—
		Net earnings		$	17,615			$	16,552			$	35,287			$	32,236
Earnings per share:
Basic:
	Earnings before extraordinary item			$	0.73			$	0.68			$	1.45			$	1.34
	Early extinguishment of debt				(0.01	)			—				(0.02	)			—
	Net earnings			$	0.72			$	0.68			$	1.43			$	1.34
Diluted:
	Earnings before extraordinary item			$	0.66			$	0.65			$	1.31			$	1.27
	Early extinguishment of debt				(0.02	)			—				(0.02	)			—
	Net earnings			$	0.64			$	0.65			$	1.29			$	1.27
Weighted average shares:
	Basic				24,626				24,206				24,695				24,124
	Diluted				27,436				25,564				27,407				25,321
Fixed charge coverage ratio					4.7X				7.7X				5.4X				7.5X

See accompanying unaudited notes to consolidated financial statements.

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JEFFERIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)
SIX MONTHS ENDED JUNE 28, 2002
(Dollars in thousands, except per share amounts)

																			Accumulated				Total
							Additional												Other				Stock-
			Common				Paid-in				Retained				Treasury				Comprehensive				holders'
			Stock				Capital				Earnings				Stock				Loss				Equity
Balance, December 31, 2001			$	3			$	159,018			$	439,195			$	(27,856	)		$	(4,704	)		$	565,656
Exercise of stock options, including tax benefits (73,580 shares)				—				2,126				—				—				—				2,126
Purchase of treasury stock (882,400 shares)				—				—				—				(37,080	)			—				(37,080	)
Issuance of ESPP / SSPP shares (69,824 shares)				—				1,957				—				—				—				1,957
Issuance of common shares (7,500 shares)				—				370				—				—				—				370
Issuance of restricted stock (825,932 shares), net of forfeitures, and additional vesting of restricted stock shares, including tax benefits				—				26,033				—				(2,787	)			—				23,246
Employee stock ownership plan amortization and stock purchases, net				—				2,248				—				—				—				2,248
Quarterly dividends ($.05 per share per quarter)				—				—				(2,673	)			—				—				(2,673	)
Comprehensive income:
	Net earnings			—				—				35,287				—				—				35,287
	Other comprehensive gain, net of tax:
	Translation adjustment			—				—				—				—				2,287				2,287
Comprehensive income				—				—				—				—				—				37,574
Balance, June 28, 2002			$	3			$	191,752			$	471,809			$	(67,723	)		$	(2,417	)		$	593,424

See accompanying unaudited notes to consolidated financial statements.

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JEFFERIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)

						Six Months Ended
						June 28,				June 29,
						2002				2001
Cash flows from operating activities:
	Net earnings					$	35,287			$	32,236
	Adjustments to reconcile net earnings to net cash provided by (used in) operations:
		Depreciation and amortization					10,552				7,971
		(Increase) decrease in cash and securities segregated and on deposit for regulatory purposes					(22,697	)			38,107
		(Increase) decrease in receivables:
			Brokers and dealers				585,473				(93,148	)
			Customers, officers and directors				(58,407	)			73,641
		Increase in securities owned					(173,180	)			(37,166	)
		(Increase) decrease in securities pledged to creditors					16,345				(2,871	)
		Increase in investments					(243,876	)			(21,566	)
		Increase in other assets					(9,804	)			(21,766	)
		Increase (decrease) in operating payables:
			Brokers and dealers				(699,026	)			350,251
			Customers				30,679				(207,377	)
		Increase (decrease) in securities sold, not yet purchased					47,673				(18,831	)
		Decrease in accrued expenses and other liabilities					(12,401	)			(50,516	)
				Total adjustments			(528,669	)			16,729
				Net cash provided by (used in) operating activities			(493,382	)			48,965

Continued on next page.

See accompanying unaudited notes to consolidated financial statements.

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JEFFERIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS — CONTINUED (Unaudited)
(Dollars in thousands)

						Six Months Ended
						June 28,				June 29,
						2002				2001
Cash flows from financing activities:
			Net proceeds from (payments on):
			Bank loans				71,000				—
			8 7/8% Senior Notes				(49,861	)			—
			7 3/4% Senior Notes				315,315				—
			Subordinated loans on consolidated subsidiary				—				1,300
			Repurchase of treasury stock				(37,080	)			(6,741	)
			Dividends paid				(2,673	)			(2,514	)
			Exercise of stock options				2,126				1,771
			Issuance of ESPP / SSPP shares				1,957				2,405
			Issuance of common shares				370				—
			Issuance of restricted stock				23,246				22,468
				Net cash provided by financing activities			324,400				18,689
Cash flows from investing activities - purchase of premises and equipment							(6,921	)			(11,720	)
Effect of foreign currency translation on cash							2,603				(2,847	)
				Net increase (decrease) in cash and cash equivalents			(173,300	)			53,087
Cash and cash equivalents — beginning of period							188,106				24,996
Cash and cash equivalents — end of period						$	14,806			$	78,083
Supplemental disclosures of cash flow information:
	Cash paid during the period for:
		Interest				$	33,631			$	73,688
		Income taxes				$	30,185			$	29,893

See accompanying unaudited notes to consolidated financial statements.

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JEFFERIES GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Consolidated Financial Statements

     The accompanying consolidated financial statements include the accounts of Jefferies Group, Inc. (“Group”) and all its subsidiaries (“Company”), including Jefferies & Company, Inc. (“JEFCO”). The accounts of Helfant Group, Inc. (“Helfant”) are consolidated because of the nature and extent of Group’s ownership interest in Helfant. The Company and its subsidiaries operate and are managed as a single business segment, that of a securities broker-dealer, which includes several types of financial services, such as principal and agency transactions in equity, convertible debt and high yield, as well as corporate finance activities. Since the Company’s services are provided using the same distribution channels, support services and facilities and all are provided to meet client needs, the Company does not identify assets or allocate all expenses to any service, or class of service as a separate business segment.

     All significant intercompany accounts and transactions are eliminated in consolidation. The consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for the fair statement of the results for the interim periods and should be read in conjunction with the Company’s annual report for the year ended December 31, 2001.

Securities Transactions

     All transactions in securities, commission revenues and related expenses are recorded on a trade-date basis.

     Securities owned and securities sold, not yet purchased, are valued at market, and unrealized gains or losses are reflected in revenues from principal transactions.

Receivable from, and Payable to, Brokers and Dealers

     Receivable from and payable to brokers and dealers consists of the following as of June 28, 2002 (in thousands of dollars):

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JEFFERIES GROUP, INC. AND SUBSIDIARIES

     Securities Owned, Securities Pledged to Creditors and Securities Sold, Not Yet Purchased

     The following is a summary of the market value of major categories of securities owned and securities sold, not yet purchased, as of June 28, 2002 (in thousands of dollars):

     The following is a summary of the market value of major categories of securities pledged to creditors as of June 28, 2002 (in thousands of dollars):

Investments

     Investments consist of the following as of June 28, 2002 (in thousands of dollars):

Long Term Convertible Debt and Long Term Debt

     The following summarizes long term convertible debt and long term debt outstanding as of June 28, 2002 (in thousands of dollars):

     In March 2002, the Company issued $325 million aggregate principal amount of unsecured 7 3/4% senior notes due 2012, with a yield of 8.09%.

     In May 2002, the Company retired $50 million aggregate principal amount of 8 7/8% senior notes due 2004. This resulted in an extraordinary after tax loss of $480,000.

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JEFFERIES GROUP, INC. AND SUBSIDIARIES

     The Company has entered into a fair value hedge with no ineffectiveness using interest rate swaps in order to convert $200 million aggregate principal amount of unsecured 7 3/4% senior notes due March 15, 2012 into floating rates based upon LIBOR. The effective interest rate on the $200 million aggregate principal amount of unsecured 7 3/4% senior notes, after giving effect to the swaps, was 4.15%. The fair value of the mark to market of the swaps was positive $11.5 million as of June 28, 2002, which was recorded as an increase in the book value of the debt and an increase in other assets.

Cash and Cash Equivalents

     Cash and cash equivalents include cash in banks and short term investments. Cash equivalents are part of the cash management activities of the Company and generally mature within 90 days. The following is a summary of cash and cash equivalents as of June 28, 2002 (in thousands of dollars):

Goodwill

     Goodwill represents the excess of cost over net assets acquired and is included in other assets. Goodwill will no longer be amortized, but will be tested for impairment at least annually by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The following is a summary of goodwill as of June 28, 2002 and the impact of goodwill amortization on earnings for the three month and six month periods ended June 28, 2002 and June 29, 2001 (in thousands of dollars):

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JEFFERIES GROUP, INC. AND SUBSIDIARIES

Earnings per Share

     The following reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three month and six month periods ended June 28, 2002 and June 29, 2001 (in thousands, except per share amounts):

			Three Months Ended								Six Months Ended
			June 28,				June 29,				June 28,				June 29,
			2002				2001				2002				2001
Earnings before extraordinary item			$	18,095			$	16,552			$	35,767			$	32,236
Extraordinary item — loss on early extinguishment of debt, net of tax				(480	)			—				(480	)			—
Net earnings			$	17,615			$	16,552			$	35,287			$	32,236
Shares for basic and diluted calculations:
Average shares used in basic computation				24,626				24,206				24,695				24,124
Stock options				895				529				887				472
Restricted stock				1,915				829				1,825				725
Average shares used in diluted computation				27,436				25,564				27,407				25,321
Earnings per share:
Basic:
	Earnings before extraordinary item		$	0.73			$	0.68			$	1.45			$	1.34
	Early extinguishment of debt			(0.01	)			—				(0.02	)			—
	Net earnings		$	0.72			$	0.68			$	1.43			$	1.34
Diluted:
	Earnings before extraordinary item		$	0.66			$	0.65			$	1.31			$	1.27
	Early extinguishment of debt			(0.02	)			—				(0.02	)			—
	Net earnings		$	0.64			$	0.65			$	1.29			$	1.27