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FOR IMMEDIATE RELEASE

Jefferies Acquires Global Oil & Gas Advisor Randall & Dewey

NEW YORK--(BUSINESS WIRE)--Feb. 2, 2005-- Transaction Combines Unique Randall & Dewey Platform with Jefferies' Extensive Wall Street Capabilities

Jefferies Group, Inc. (NYSE: JEF) today announced that it has acquired Randall & Dewey, a leading M&A advisor in the global oil and gas industries.

Founded in 1989, Randall & Dewey serves an international client base that includes multinationals and major integrated enterprises, national oil companies and public and private independent exploration and production companies. With offices in Houston, London and Calgary, Randall & Dewey's team of more than 100 M&A specialists, finance professionals, geoscientists and engineers is among the largest, most experienced advisory groups dedicated to the energy sector.

The combined firm's oil and gas business will operate as the Randall & Dewey Division of Jefferies & Company, Inc., the principal operating subsidiary of Jefferies Group, Inc. This division will continue to provide its historically unique range and depth of services under the leadership of Claire S. Farley, CEO, and Ralph Eads III, President, as well as co-founders Jack P. Randall and Kenneth W. Dewey.

Over the last decade, Randall & Dewey has been the leading advisor on U.S. oil and gas asset transactions. The Randall & Dewey division of Jefferies is expected to maintain its exceptional focus on asset divestiture.

The addition of Randall & Dewey meaningfully expands Jefferies' significant position in energy, where the firm has a strong investment banking presence, is a significant institutional trader, and offers a broad range of research for institutional investors in the exploration and production, oil services and shipping industries.

"The combination of Jefferies and Randall & Dewey is a strategic and complementary expansion of our strong presence in the energy sector," commented Richard B. Handler, Chairman and CEO of Jefferies. "Randall & Dewey's excellent relationships and recognized technical expertise will significantly enhance Jefferies' capabilities. We are extremely pleased to welcome all of our new partners from Randall & Dewey to Jefferies."

"This combination offers the opportunity for us to create a new paradigm in serving energy companies," added Chris M. Kanoff, Head of Investment Banking at Jefferies. "The transaction merges Jefferies' leading Wall Street capital raising franchise with the industry-leading expertise of Randall & Dewey and will enable us to provide greater value to clients."

"Having developed our own brand and franchise over the past 15 years, we believe Jefferies is the ideal partner for Randall & Dewey as we look to enhance our capabilities and serve our clients," said Jack P. Randall, co-founder of Randall & Dewey.

Kenneth W. Dewey, co-founder, added, "Randall & Dewey's combination with Jefferies expands our presence outside the U.S., which we view as a strategic imperative, and adds industry-leading financing capabilities to our existing strengths."

While terms of the acquisition were not disclosed, the transaction is similar in structure and size to Jefferies' acquisitions of Broadview International LLC in December 2003 and Quarterdeck Investment Partners in December 2002. The transaction was completed with a combination of stock and cash, and is expected to be immediately accretive.

About Randall & Dewey

Randall & Dewey provides oil and gas companies with the industry's broadest, most complete knowledge base for generating maximum value from petroleum assets. Randall & Dewey's global talent base of geoscientists, engineers, transaction specialists, management experts and finance professionals represents one of the world's largest, most experienced advisory group dedicated to oil and gas. Services include: asset sales, trades or purchases; corporate merger and acquisition advice and execution; capital-raising and project advisory service; and management consulting.

Randall & Dewey's client base ranges from super-majors to national oil companies and private independents. More information is available at www.randew.com

About Jefferies

Jefferies, a global investment bank and institutional securities firm, has served mid-sized and growing companies and their investors for over 40 years. Headquartered in New York, with more than 20 offices around the world, Jefferies provides clients with capital markets and financial advisory services, institutional brokerage, securities research and asset management. The firm is a leading provider of trade execution in equity, high yield, convertible and international securities for institutional investors and high net worth individuals. Jefferies & Company, Inc. is the principal operating subsidiary of Jefferies Group, Inc. (NYSE: JEF; www.jefco.com).

CONTACT:
Jefferies & Company, Inc.
Tom Tarrant, 203-708-5989
ttarrant@jefco.com

SOURCE: Jefferies & Company

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