Item 1.01. Entry into a Material Definitive Agreement.
On September 22, 2009, Jefferies Group, Inc. (the "Company") entered into a purchase agreement (the "Agreement") with Jefferies & Company, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., BNY Mellon Capital Markets, Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Keefe, Bruyette & Woods, Inc., whereby $300 million aggregate principal amount of 8.50% Senior Notes due 2019 were sold pursuant to the Company's Shelf Registration Statement on Form S-3 (File No. 333-160214). The closing is expected to occur on September 25, 2009. A copy of the opinion issued by legal counsel to the Company with respect to the validity of the $300 million aggregate principal amount of 8.50% Senior Notes due 2019 to be issued at the closing is filed as Exhibit 5.1 hereto. The Company sold the notes in a reopening of its 8.50% Senior Notes due 2019, $400 million of which were sold on June 30, 2009.
The foregoing summary of the Agreement is qualified in its entirety by reference to the text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits The following exhibit is filed with this report:

Number Exhibit 5.1 Opinion of Morgan Lewis & Bockius LLP 10.1 Purchase Agreement, dated September 22, 2009, by and among Jefferies Group, Inc., Jefferies & Company, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., BNY Mellon Capital Markets, Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., and Keefe, Bruyette & Woods, Inc. 23.1 Consent of Morgan Lewis & Bockius LLP (included in its opinion as Exhibit 5.1)

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