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Jefferies Financial Group Inc. Director's Dealing 2008

May 15, 2008

30450_dirs_2008-05-15_08cab90b-52ba-48d2-b2bb-2da35000e077.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JEFFERIES GROUP INC /DE/ (JEF)
CIK: 0001084580
Period of Report: 2008-05-14

Reporting Person: LEUCADIA NATIONAL CORP (10% Owner)
Reporting Person: PHLCORP INC (10% Owner)
Reporting Person: Baldwin Enterprises, Inc. (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-05-14 Common Stock P 68100 $17.55 Acquired 44342100 Indirect

Footnotes

F1: Reflects the contribution of 26,585,310 shares of Issuer's common stock by Leucadia National Corporation ("Leucadia") to its
indirect wholly-owned subsidiary Baldwin Enterprises, Inc. ("Baldwin"). As a result, this reflects the direct ownership by
Baldwin and the indirect ownership by Phlcorp, Inc. ("Phlcorp") and Leucadia of 44,342,100 shares of Issuer's common stock.
Phlcorp is a direct wholly-owned subsidiary of Leucadia and Baldwin is a direct wholly-owned subsidiary of Phlcorp.