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Jefferies Financial Group Inc. Director's Dealing 2008

May 9, 2008

30450_dirs_2008-05-08_2737af1f-c745-4037-9640-afd860363642.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: 2008-05-06

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
2008-05-06 Common Stock P 425000 $20.09 Acquired 42777196 Indirect
2008-05-07 Common Stock P 700000 $19.41 Acquired 43477196 Indirect
2008-05-08 Common Stock P 478382 $18.45 Acquired 43955578 Indirect

Footnotes

F1: Reflects (i) 26,585,310 shares of Issuer's common stock directly owned by Leucadia National Corporation ("Leucadia") and (ii)
16,191,886 shares of Issuer's common stock directly owned by Baldwin Enterprises, Inc. ("Baldwin"). Baldwin is a
wholly-owned subsidiary of Phlcorp, Inc. ("Phlcorp") and Phlcorp is a wholly-owned subsidiary of Leucadia.

F2: Reflects (i) 26,585,310 shares of Issuer's common stock directly owned by Leucadia and (ii) 16,891,886 shares of Issuer's
common stock directly owned by Baldwin.

F3: Reflects (i) 26,585,310 shares of Issuer's common stock directly owned by Leucadia and (ii) 17,370,268 shares of Issuer's
common stock directly owned by Baldwin.