Exhibit 4.1



                     THE JONES FINANCIAL COMPANIES, L.L.L.P.

                        2000 EMPLOYEE LIMITED PARTNERSHIP
                             INTEREST PURCHASE PLAN

1.       Title

         This plan (the  "Plan")  shall be known as the "2000  Employee  Limited
Partnership Interest Purchase Plan of The Jones Financial  Companies,  L.L.L.P."
The Jones  Financial  Companies,  L.L.L.P.  ("JFC"),  is a  Missouri  registered
limited  liability  limited  partnership  with its principal  offices located at
12555 Manchester Road, St. Louis, Missouri 63131-3729.

2.       Purpose

         The  primary  purpose  of the Plan is to  provide a benefit  to certain
employees  of  JFC  and  its   subsidiaries   (as   hereinafter   defined)  (the
"Participants")  and  secondarily,  allows  JFC to  raise  capital  through  the
Participants'  contributions.   The  Plan  provides  the  Participants  with  an
opportunity to acquire limited partnership interests (or fractions thereof) (the
"Interests")  in JFC. The purchase  price of each full Interest shall be $1,000.
As used herein,  "subsidiaries"  includes any  corporations,  limited  liability
companies,  partnerships (general or limited) or any other entities in which all
of the shares or interests of such entity are owned, directly or indirectly,  by
JFC.

3.       Participants

         Participants in the Plan shall be employees of JFC and its subsidiaries
as selected by the Plan committee (the "Committee") of JFC, in its discretion.

4.       Interests Covered by the Plan

         The total  number of  Interests  covered  by the Plan  shall be 105,000
($105,000,000).  This  number of  Interests  shall be  adjusted  to reflect  any
subsequent Interest splits, reverse Interest splits or similar matters affecting
the number of outstanding  Interests of JFC. Interests not exceeding this number
may be sold to Participants by JFC. In the event any award of purchase rights of
Interests  is  canceled  or  expired  on  account  of  the   termination   of  a
Participant's  employment,  lapse of time, failure to exercise by a Participant,
or for any other reason,  the  Committee may again award the purchase  rights of
the Interests so canceled to an existing or new Participant.

5.       Performance Awards - Description

         The  Committee  may,  in its  discretion,  award all or any part of the
Interests  covered by the Plan to a Participant  pursuant to a performance award
("Performance Award"). Interests shall not be issued at the time the Performance
Award is  granted.  The  Performance  Award  shall  represent  the  right of the
Participant  to purchase  the number of  Interests  from JFC  described  therein
within the time period  specified by the  Committee.  The purchase price of each
full  Interest  shall  be  $1,000  payable  by the  Participant  at the time the
Interests are purchased as provided in Section 7 hereof, with a minimum purchase
of at least $5,000.  Performance  Awards may be conditioned on the Participant's
continued  employment  by JFC, or its  subsidiaries,  or in any other manner the
Committee  may  determine.  Prior  to  exercise  of  a  Performance  Award  by a

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Participant, such Performance Award may be canceled by the Committee in its sole
discretion.

6.       Performance Awards - Granting

         Performance Awards shall be granted as follows:

                  (a) Initial Performance Awards. After approval of this Plan by
the Managing  Partner of JFC, the  Committee  will meet to establish the initial
Participants  and the amount,  duration and other terms,  if any, of the initial
Performance Awards. In making its determination of who shall be Participants and
the amount,  duration and other terms of each  Performance  Award, the Committee
shall  take  into   account  such   factors  as  the   Participant's   level  of
responsibility,  job  performance,  potential  for  growth,  level  and types of
compensation and such other factors as the Committee deems relevant.

                  (b)  Subsequent  Performance  Awards.  During  the term of the
Plan,  additional  Performance  Awards may be granted  (subject  to the  maximum
number of Interests  provided  for above) in the  discretion  of the  Committee,
either (i) to new Participants in the Plan or (ii) to prior  Participants in the
Plan.

                  (c)  Notice  of  Performance  Awards.  Upon  granting  of  any
Performance  Award by the Committee,  the Participant shall be advised as to the
amount, duration and other terms of the Performance Award.

7.       Payment by Participants

         As designated in the Performance Award, a Participant shall pay for the
Interests awarded to such Participant in cash within the time period established
by the Committee for the exercise of such Performance  Award or such Participant
shall forfeit his or her right to purchase such Interests.

8.       Purchase Date

         After a  Participant's  funds are  received by JFC,  such funds will be
used to purchase the  Participant's  Interests from JFC on the date specified in
the  Performance  Award  or  as  otherwise  determined  by  the  Committee.  Any
Participant  not already a Limited  Partner of JFC will become a Limited Partner
of JFC on the purchase date.

9.       Reports

         As  soon  as  practicable   after  each  purchase  of  Interests  by  a
Participant, such Participant will receive a statement of purchase.

10.      Termination

         A  Participant's  participation  in the Plan may be  terminated  by the
Committee at any time.

11.      Costs of Administrating Plan

         All costs and expenses of administrating the Plan will be paid by JFC.


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12.      Committee Membership; Authority

         The Plan shall be  administered  by the Committee  consisting of one or
more general partners of JFC, which may include the Managing Partner,  appointed
to the Committee by the Managing Partner of JFC. Such Committee members serve at
the pleasure of the Managing  Partner.  The  Committee  shall have  authority to
interpret the Plan, to establish any rules or  regulations  relating to the Plan
which it deems  appropriate and to make other  determinations  which it believes
necessary and advisable for the proper  administration of the Plan. Decisions of
the Committee in matters  relating to the Plan shall be final and  conclusive on
JFC and  all  Participants.  The  Committee's  determinations  under  the  Plan,
including,  without  limitation,  determinations  as  to  employees  to  receive
Performance Awards, the amount,  duration and other terms and provisions of such
awards and the agreements  evidencing the same, need not be uniform.  Members of
the Committee  shall not be eligible to participate in the Plan. A member of the
Committee shall be liable only for any action taken or determination made in bad
faith.  The  Committee  shall  determine  (a) the  employees,  if  any,  to whom
Performance  Awards  shall be  granted,  (b) the  time or  times  of which  such
Performance  Awards  shall  be  granted,  (c) the  amount  and  duration  of the
Performance Awards, and (d) the limitations,  restrictions, conditions and other
terms applicable to such Performance Awards.  Participants may obtain additional
information  about the Committee by contacting  the Committee c/o Steve Novik at
12555 Manchester Road, St. Louis, Missouri 63131-3729.

13.      Amendments and Termination of the Plan

         JFC reserves the right against any or all  employees,  including  those
who may be  Participants  under this Plan,  to amend the Plan at any time either
retroactively  or  prospectively  and to  terminate  or suspend  the Plan or any
Performance Award at any time for any reason.

14.      Non-Assignability

         Performance Awards under the Plan are  non-transferable  and may not be
assigned or pledged by any  Participant at any time and no recognition  shall be
required to be given by JFC to any attempt to assign any rights hereunder.

15.      Effective Date

         The effective date of this Plan shall be May 4, 2000.


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