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                                                                    EXHIBIT 3.1


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             JEFFERIES GROUP, INC.


1.   The name of the Corporation is:

                             JEFFERIES GROUP, INC.

2.   The address of its registered office in the State of Delaware is
     Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
     County of New Castle. The name of its registered agent at such address is
     The Corporation Trust Company.

3.   The nature of the business or purposes to be conducted or promoted is to
     engage in any lawful act or activity for which corporations may be
     organized under the General Corporation Law of Delaware.

4.   The total number of shares of stock which the Corporation shall have
     authority to issue is one hundred one million (101,000,000), of which stock
     one hundred million (100,000,000) shares of the par value of One Cent
     ($.01) each, amounting in the aggregate to One Million Dollars
     ($1,000,000), shall be Common Stock and of which one million (1,000,000)
     shares of the par value of One Cent ($.01) each, amounting in the aggregate
     to Ten Thousand Dollars ($10,000) shall be preferred stock. The designation
     and the powers, preferences and rights, and the qualifications, limitations
     or restrictions shall be determined by the Board of Directors.

5.   The Board of Directors is authorized to make, alter or repeal the By-Laws
     of the Corporation. Election of Directors need not be by ballot.

6.   The name and mailing address of the incorporator is:

                                   W. J. Reif
                             100 West Tenth Street
                           Wilmington, Delaware 19801

7.   A director of the Corporation shall not be personally liable to the
     Corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, except for liability (i) for any breach of
     the director's duty of loyalty to the Corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under Section 174 of the
     Delaware General Corporation Law, or (iv) for any transaction from which
     the director derived an improper personal benefit. If the Delaware General
     Corporation Law is hereinafter amended to permit a corporation to further
     eliminate or limit the liability of a director of a corporation, then the
     liability of a director of the Corporation, in addition to the
     circumstances in which a director is not personally

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     liable as set forth in the preceding sentence, shall be further eliminated
     or limited to the fullest extent permitted by the Delaware General
     Corporation Law as so amended. Any Amendment, repeal, or modification of
     this Article 7 shall not adversely affect any right or protection of a
     director of the Corporation for any act or omission occurring prior to the
     date when such amendment, repeal, or modification became effective.

8.   The Corporation reserves the right to amend, alter, change or repeal any
     provision contained in this Certificate of Incorporation, in the manner now
     or hereafter prescribed by statute, and all rights conferred upon
     stockholders are granted subject to this reservation.






















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