May 17, 2019
Via EDGAR andE-MAIL
United States Securities and Exchange Commission
Office of Mergers & Acquisitions
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Christopher Dunham, Staff Attorney
| Re: | Request for Acceleration of Effectiveness |
Jefferies Financial Group Inc.
Registration Statement on FormS-4
FileNo. 333-231306
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended, Jefferies Financial Group Inc. hereby respectfully requests that the effectiveness of the above referenced registration statement onForm S-4, FileNo. 333-231306, as amended, be accelerated by the Commission so that it may become effective at 4:00 P.M. Eastern Time on Monday, May 20, 2019 or as soon thereafter as practicable.
* * *
Please contact Matthew J. Gilroy of Weil, Gotshal & Manges LLP at(212) 310-8961 or by email at matthew.gilroy@weil.com with any questions you may have. In addition, please notify Mr. Gilroy when this request for acceleration has been granted.
| Very truly yours, |
/s/ Michael J. Sharp |
| Michael J. Sharp |
| Executive Vice President and General Counsel |
| Jefferies Financial Group Inc. |
cc: Howard Chatzinoff |
(Weil, Gotshal & Manges LLP) |
John D. Tishler |
Robert L. Wernli Jr. |
(Sheppard, Mullin, Richter & Hampton LLP) |
