Item 1.01. Entry into a Material Definitive Agreement.
On October 21, 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, LLC, U.S. Bancorp Investments, Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Keefe, Bruyette & Woods, Inc. (the "Underwriters"), whereby $300 million aggregate principal amount of its 3.875% Convertible Senior Debentures due 2029 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 October 26, 2009. Pursuant to the terms of the Purchase Agreement, the Company has also granted to the Underwriters the option to purchase up to an additional $45 million aggregate principal amount of the 3.875% Convertible Senior Debentures due 2029 within thirty days of the date of the Agreement. A copy of the opinion issued by legal counsel to the Company with respect to the validity of its 3.875% Convertible Senior Debentures due 2029 to be issued at the closing is filed as Exhibit 5.1 hereto.
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 exhibits are filed with this report:

Number Exhibit 5.1 Opinion of Morgan Lewis & Bockius, LLP 10.1 Purchase Agreement, dated October 21, 2009, by and among Jefferies Group, Inc., Jefferies & Company, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., BNY Mellon Capital Markets, Inc., U.S. Bancorp Investments, Inc., 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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