<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            -----------------------

                                   FORM 10-Q

(Mark One)
[ X ]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2007
                                      OR

[   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _________

Commission file number 0-16633


                    THE JONES FINANCIAL COMPANIES, L.L.L.P.
--------------------------------------------------------------------------------
     (Exact name of registrant as specified in its Partnership Agreement)


          MISSOURI                                       43-1450818
--------------------------------------------------------------------------------
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)


                             12555 Manchester Road
                           Des Peres, Missouri 63131
--------------------------------------------------------------------------------
                    (Address of principal executive office)
                                  (Zip Code)

                                (314) 515-2000
--------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [ X ] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ]  Accelerated filer [ ]  Non-accelerated filer [ X ]


                                      1

<PAGE>
<PAGE>

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

As of the filing date, there were no voting securities held by non-affiliates
of the registrant.




                                      2

<PAGE>
<PAGE>

<TABLE>
                                      THE JONES FINANCIAL COMPANIES, L.L.L.P.

                                                       INDEX

<CAPTION>
                                                                                                                Page
                                                                                                               Number
<C>                                                                                                            <C>
Part I.        FINANCIAL INFORMATION

Item 1.        Financial Statements

               Consolidated Statements of Financial Condition.....................................................4
               Consolidated Statements of Income..................................................................6
               Consolidated Statements of Changes in Partnership Capital Subject to Mandatory
                   Redemption.....................................................................................7
               Consolidated Statements of Cash Flows..............................................................8
               Notes to Consolidated Financial Statements.........................................................9

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations...............................................................13

Item 3.        Quantitative and Qualitative Disclosures About Market Risk........................................23

Item 4.        Controls and Procedures...........................................................................23


Part II.       OTHER INFORMATION

Item 1.        Legal Proceedings.................................................................................24

Item 1A.       Risk Factors......................................................................................26

Item 6.        Exhibits..........................................................................................26

               Signatures........................................................................................27
</TABLE>



                                     3

<PAGE>
<PAGE>


                                           PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
                                        THE JONES FINANCIAL COMPANIES, L.L.L.P.
                                    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                                        ASSETS


<CAPTION>
                                                                                  (Unaudited)
                                                                                 September 28,        December 31,
(Dollars in thousands)                                                               2007                 2006
---------------------------------------------------------------------------------------------------------------------

<C>                                                                            <C>                 <C>
Cash and cash equivalents                                                      $        319,594    $         311,992

Cash segregated under federal regulations                                             1,225,000            1,312,806

Securities purchased under agreements to resell                                         952,000              415,000

Receivable from:
  Customers                                                                           1,950,896            2,043,980
  Brokers, dealers and clearing organizations                                           365,123              310,715
  Mutual funds, insurance companies, and other                                          159,587              142,143

Securities owned, at market value
  Inventory securities                                                                  100,729              129,609
  Investment securities                                                                 134,176              145,552

Equipment, property and improvements, at cost,
  net of accumulated depreciation                                                       321,181              310,987

Other assets                                                                             64,022               72,831
                                                                              ------------------  -------------------

     TOTAL ASSETS                                                              $      5,592,308    $       5,195,615
                                                                              ------------------  -------------------


<CAPTION>
                The accompanying notes are an integral part of these consolidated financial statements.




                                     4

<PAGE>
<PAGE>

                                           PART I. FINANCIAL INFORMATION

Item 1. Financial Statements



                                        THE JONES FINANCIAL COMPANIES, L.L.L.P.
                                    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                                      LIABILITIES


                                                                                  (Unaudited)
                                                                                 September 28,        December 31,
(Dollars in thousands)                                                               2007                 2006
---------------------------------------------------------------------------------------------------------------------

<C>                                                                            <C>                 <C>
Payable to:
  Customers                                                                    $      3,124,886    $       3,162,223
  Brokers, dealers and clearing organizations                                            73,664               44,593

Securities sold, not yet purchased, at market value                                      16,022                9,353

Accounts payable and accrued expenses                                                   204,812              224,681

Accrued compensation and employee benefits                                              480,217              438,497

Long-term debt                                                                           11,746               14,389
                                                                              ------------------  -------------------
                                                                                      3,911,347            3,893,736
                                                                              ------------------  -------------------

Liabilities subordinated to claims of general creditors                                 275,300              298,500
                                                                              ------------------  -------------------

Commitments and contingencies (See Notes)

Partnership capital subject to mandatory redemption,
  net of reserve for anticipated withdrawals                                          1,308,207              907,386

Reserve for anticipated withdrawals                                                      97,454               95,993
                                                                              ------------------  -------------------
Total partnership capital subject to mandatory redemption                             1,405,661            1,003,379
                                                                              ------------------  -------------------

     TOTAL LIABILITIES                                                         $      5,592,308    $       5,195,615
                                                                              ==================  ===================


                The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                     5

<PAGE>
<PAGE>


                                           PART I. FINANCIAL INFORMATION

Item 1. Financial Statements



<TABLE>
                                               THE JONES FINANCIAL COMPANIES, L.L.L.P.
                                                  CONSOLIDATED STATEMENTS OF INCOME
                                                             (Unaudited)


<CAPTION>
                                                                  Three Months Ended                     Nine Months Ended
                                                        ---------------------------------------  -----------------------------------
(Dollars in thousands,                                     September 28,        September 29,       September 28,     September 29,
except per unit information)                                   2007                 2006                2007              2006
-----------------------------------------------------------------------------------------------  -----------------------------------

<C>                                                      <C>                  <C>                 <C>                 <C>
Revenue:
  Trade Revenue
    Commissions                                          $         444,875    $        374,422    $      1,417,631    $   1,231,924
    Principal transactions                                         117,228              74,355             281,219          208,623
    Investment banking                                              10,736               4,791              21,280           22,394
  Fee Revenue
    Asset fees                                                     282,495             219,079             807,444          638,356
    Account and activity fees                                      112,313              93,530             326,522          278,145
    Interest and dividends                                          78,637              63,279             235,273          186,902
    Other revenue                                                    5,693              14,793              19,100           35,531
                                                        -------------------  ------------------  ------------------  ---------------
      Total revenue                                              1,051,977             844,249           3,108,469        2,601,875
  Interest expense                                                  19,954              13,462              60,185           42,775
                                                        -------------------  ------------------  ------------------  ---------------
      Net revenue                                                1,032,023             830,787           3,048,284        2,559,100
                                                        -------------------  ------------------  ------------------  ---------------
Operating expenses:
  Compensation and benefits                                        637,530             493,911           1,855,975        1,527,752
  Communications and data processing                                78,007              69,484             223,391          205,881
  Occupancy and equipment                                           72,718              69,951             227,077          206,920
  Payroll and other taxes                                           33,622              27,848             107,933           93,106
  Legal                                                              4,526               9,404               4,449           38,942
  Advertising                                                       15,735              13,877              45,079           43,407
  Postage and shipping                                              14,301              13,128              42,451           39,755
  Floor brokerage and clearance fees                                 4,735               4,542              13,228           13,711
  Other operating expenses                                          42,700              31,815             126,938           99,161
                                                        -------------------  ------------------  ------------------  ---------------
      Total operating expenses                                     903,874             733,960           2,646,521        2,268,635
                                                        -------------------  ------------------  ------------------  ---------------

Income before allocations to partners                              128,149              96,827             401,763          290,465

Allocations to partners:
  Limited partners                                                  20,792               8,434              65,440           25,342
  Subordinated limited partners                                     10,946               9,214              35,566           28,665
  General partners                                                  96,411              79,179             300,757          236,458
                                                        -------------------  ------------------  ------------------  ---------------

Net Income                                               $               -    $              -    $              -    $           -
                                                        ===================  ==================  ==================  ===============

Income before allocations to partners
  per weighted average $1,000
  equivalent limited partnership unit outstanding        $           41.84    $          40.24    $         131.17    $      120.32
                                                        ===================  ==================  ==================  ===============

Weighted average $1,000 equivalent
  limited partnership units outstanding                            496,968             209,595             498,903          210,622
                                                        ===================  ==================  ==================  ===============


                       The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                     6

<PAGE>
<PAGE>


                                           PART I. FINANCIAL INFORMATION

Item 1. Financial Statements



<TABLE>
                                         THE JONES FINANCIAL COMPANIES, L.L.L.P.
                                CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL
                                             SUBJECT TO MANDATORY REDEMPTION
                               NINE MONTHS ENDED SEPTEMBER 28, 2007 AND SEPTEMBER 29, 2006
                                                       (Unaudited)


<CAPTION>
                                                                         Subordinated
                                                          Limited          Limited          General
                                                        Partnership       Partnership     Partnership
(Dollars in thousands)                                    Capital           Capital         Capital           Total
------------------------------------------------------------------------------------------------------------------------

<C>                                                    <C>              <C>               <C>             <C>
TOTAL PARTNERSHIP CAPITAL
   SUBJECT TO MANDATORY
   REDEMPTION, December 31, 2005                       $     234,032    $      149,311    $    533,028    $     916,371
Reserve for anticipated withdrawals                          (21,818)          (14,114)        (77,827)        (113,759)
                                                      ---------------  ----------------  --------------  ---------------
Partnership capital subject to mandatory
   redemption, net of reserve for anticipated
   withdrawals, December 31, 2005                            212,214           135,197         455,201          802,612
Issuance of partnership interests                                  -             8,048          29,653           37,701
Redemption of partnership interests                           (2,805)          (18,236)         (4,427)         (25,468)
Income allocated to partners                                  25,342            28,665         236,458          290,465
Withdrawals and distributions                                 (1,503)          (25,315)       (136,551)        (163,369)
                                                      ---------------  ----------------  --------------  ---------------
TOTAL PARTNERSHIP CAPITAL
   SUBJECT TO MANDATORY
   REDEMPTION, SEPTEMBER 29, 2006                            233,248           128,359         580,334          941,941
Reserve for anticipated withdrawals                          (23,839)           (3,349)        (28,559)         (55,747)
                                                      ---------------  ----------------  --------------  ---------------
Partnership capital subject to mandatory
   redemption, net of reserve for anticipated
   withdrawals, September 29, 2006                     $     209,409    $      125,010    $    551,775    $     886,194
                                                      ===============  ================  ==============  ===============

TOTAL PARTNERSHIP CAPITAL
   SUBJECT TO MANDATORY
   REDEMPTION, DECEMBER 31, 2006                       $     229,270    $      137,503    $    636,606    $   1,003,379
Reserve for anticipated withdrawals                          (20,938)          (12,372)        (62,683)         (95,993)
                                                      ---------------  ----------------  --------------  ---------------
Partnership capital subject to mandatory
   redemption, net of reserve for anticipated
   withdrawals, December 31, 2006                            208,332           125,131         573,923          907,386

Issuance of partnership interests                            293,562            22,408           8,038          324,008
Redemption of partnership interests                           (5,587)             (612)              -           (6,199)
Income allocated to partners                                  65,440            35,566         300,757          401,763
Withdrawals and distributions                                 (1,985)          (32,556)       (186,756)        (221,297)
                                                      ---------------  ----------------  --------------  ---------------
TOTAL PARTNERSHIP CAPITAL
   SUBJECT TO MANDATORY
   REDEMPTION, SEPTEMBER 28, 2007                            559,762           149,937         695,962        1,405,661
Reserve for anticipated withdrawals                          (63,454)           (3,010)        (30,990)         (97,454)
                                                      ---------------  ----------------  --------------  ---------------
Partnership capital subject to mandatory
   redemption, net of reserve for anticipated
   withdrawals, September 28, 2007                     $     496,308    $      146,927    $    664,972    $   1,308,207
                                                      ===============  ================  ==============  ===============


                The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                     7

<PAGE>
<PAGE>


                                           PART I. FINANCIAL INFORMATION

Item 1. Financial Statements



<TABLE>
                                            THE JONES FINANCIAL COMPANIES, L.L.L.P.
                                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                          (Unaudited)


<CAPTION>
                                                                                                 Nine Months Ended
                                                                                      ----------------------------------------
                                                                                         September 28,         September 29,
(Dollars in thousands)                                                                       2007                   2006
------------------------------------------------------------------------------------------------------------------------------
<C>                                                                                    <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                           $                -   $               -
  Adjustments to reconcile net income to net
   cash provided by operating activities -
    Income before allocations to partners                                                         401,763             290,465
    Depreciation                                                                                   70,940              70,248
  Changes in assets and liabilities:

   Cash segregated under federal regulations                                                       87,806            (157,000)
   Securities purchased under agreements to resell                                               (537,000)           (101,000)
   Net receivable from/payable to customers                                                        55,747             212,614
   Net receivable from brokers, dealers and
    clearing organizations                                                                        (25,337)             (1,205)
   Receivable from mutual funds, insurance companies
    and other                                                                                     (17,444)            109,316
   Securities owned, net                                                                           46,925              37,097
   Other assets                                                                                     8,809              17,284
   Payable to depositors                                                                                -            (104,411)
   Accounts payable and accrued expenses                                                          (19,869)             33,565
   Accrued compensation and employee benefits                                                      41,720              46,488
                                                                                      -------------------- -------------------
   Net cash provided by operating activities                                                      114,060             453,461
                                                                                      -------------------- -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment, property and improvements, net                                           (81,134)            (56,344)
                                                                                      -------------------- -------------------
   Net cash used in investing activities                                                          (81,134)            (56,344)
                                                                                      -------------------- -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Bank Loans                                                                                            -              (6,500)
  Repayment of Federal Home Loan Bank advances, net                                                     -             (30,545)
  Repayment of long-term debt                                                                      (2,643)             (8,472)
  Repayment of subordinated debt                                                                  (23,200)            (45,700)
  Issuance of partnership interests                                                               324,008              37,701
  Redemption of partnership interests                                                              (6,199)            (25,468)
  Withdrawals and distributions from partnership capital                                         (317,290)           (277,128)
                                                                                      -------------------- -------------------
   Net cash used in financing activities                                                          (25,324)           (356,112)
                                                                                      -------------------- -------------------

   Net increase in cash and cash equivalents                                                        7,602              41,005

CASH AND CASH EQUIVALENTS,
  Beginning of period                                                                             311,992             260,841
                                                                                      -------------------- -------------------
  End of period                                                                        $          319,594   $         301,846
                                                                                      ==================== ===================

Cash paid for interest                                                                 $           56,295   $          40,492
                                                                                      -------------------- -------------------



                    The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>



                                     8

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                    THE JONES FINANCIAL COMPANIES, L.L.L.P.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

              (Dollars in thousands, except per unit information)

BASIS OF PRESENTATION

THE PARTNERSHIP'S BUSINESS AND BASIS OF ACCOUNTING. The accompanying
consolidated financial statements include the accounts of The Jones Financial
Companies, L.L.L.P. and all wholly owned subsidiaries (collectively, the
"Partnership"). All material intercompany balances and transactions have been
eliminated in consolidation. Non-controlling minority interests owned are
accounted for under the equity method. The results of the Partnership's
subsidiary in Canada for the nine months ended August 31, 2007 and 2006 are
included in the Partnership's consolidated financial statements because of the
timing of the Partnership's financial reporting process.

The Partnership operates as a single business segment. The Partnership's
principal operating subsidiary, Edward D. Jones & Co., L.P. ("Edward Jones"),
is comprised of three registered broker-dealers primarily serving individual
investors. Edward Jones primarily derives its revenues from the retail
brokerage business through the sale of listed and unlisted securities,
insurance products, investment banking and principal transactions, as a
distributor of mutual fund shares, and revenue related to assets held by and
account services provided to its clients. Edward Jones conducts business
throughout the United States of America, Canada and the United Kingdom with
its customers, various brokers, dealers, clearing organizations, depositories
and banks. Edward Jones Trust Company ("EJTC"), a wholly owned subsidiary of
the Partnership, offers trust services to Edward Jones customers.

The consolidated financial statements have been prepared under the accrual
basis of accounting in conformity with accounting principles generally
accepted in the United States of America ("GAAP") which require the use of
certain estimates by management in determining the Partnership's assets,
liabilities, revenues and expenses. Actual results could differ from these
estimates.

Substantially all of the Partnership's short-term financial assets and
liabilities are carried at fair value or contracted amounts which approximate
fair value.

Under the terms of the Partnership Agreement, a partner's capital will be
redeemed by the Partnership in the event of the partner's death, resignation
or termination. In the event of the partner's death, the Partnership must
redeem the partner's capital within six months. Limited partners withdrawing
from the Partnership due to termination or resignation are repaid their
capital in three equal annual installments beginning the month after their
resignation or termination. The capital of general partners resigning or
terminated from the Partnership is converted to subordinated limited
partnership capital. Subordinated limited partners are repaid their capital in
four equal annual installments beginning the month after their request for
withdrawal of contributed capital. The Partnership's managing partner has the
discretion to waive these withdrawal restrictions. All current and future
partnership capital is subordinate to all current and future liabilities of
the Partnership, including the liabilities subordinated to claims of general
creditors.

The interim financial information included herein is unaudited. However, in
the opinion of management, such information includes all adjustments,
consisting primarily of normal recurring accruals, which are necessary for a
fair presentation of the results of interim operations. Certain prior period
amounts have been reclassified to conform to the current year presentation.

                                      9

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


The results of operations for the nine months ended September 28, 2007 and
September 29, 2006 are not necessarily indicative of the results to be
expected for the full year. These consolidated financial statements should be
read in conjunction with the Partnership's Annual Report on Form 10-K for the
year ended December 31, 2006.

REVENUE RECOGNITION. Customer transactions are recorded on a settlement date
basis, and the related commissions, principal transactions, and investment
banking revenues are recorded on a trade date basis. All other forms of
revenue are recorded on an accrual basis in the period earned.

Commissions consist of charges to customers for the purchase or sale of
securities, insurance products and mutual fund shares.

Asset fees revenue consists primarily of service fees and other revenues
received under agreements with mutual fund and insurance companies based on
the underlying value of the Partnership's customers' assets invested in those
companies' products. Asset-based revenues related to the Partnership's
interest in the advisor to the Edward Jones Money Market Fund are included in
asset fees revenue.

Account and activity fees revenue includes fees received from mutual fund
companies for sub-transfer agent accounting services performed by the
Partnership and self-directed IRA custodian account fees. It also includes
other activity based revenues from customers, mutual fund companies and
insurance companies.

Principal transactions revenue is the result of the Partnership's
participation in market-making activities in over-the-counter corporate
securities, municipal obligations, U.S. Government obligations, including
general obligations and revenue bonds, unit investment trusts and
mortgage-backed securities.

Interest and dividend income is earned primarily on margin account balances,
cash equivalents, cash segregated under federal regulations, securities
purchased under agreement to resell, inventory securities and investment
securities.

Investment banking revenues are derived from the Partnership's underwriting
and distribution of securities on behalf of issuers.

PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION

The Financial Accounting Standards Board Statement of Financial Accounting
Standards ("SFAS") No. 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity," established standards for
classifying and measuring certain financial instruments with characteristics
of both liabilities and equity. Since the Partnership is obligated to redeem a
partner's capital after a partner's death, SFAS No. 150 requires all of the
Partnership's equity capital to be classified as a liability. Income before
allocations to partners prior to the issuance of the Statement was classified
on the Partnership's statement of income as net income. These allocations are
now classified as a reduction of income before allocations to partners, which
results in a presentation of $0 net income for the nine month periods ended
September 28, 2007 and September 29, 2006. The financial statement
presentations required to comply with GAAP do not alter the Partnership's
treatment of income, income allocations or equity capital for any other
purposes. In addition, SFAS No. 150 does not have any effect on, nor is it
applicable to, the Partnership's subsidiaries' financial statements.

Net income, as defined in the Partnership Agreement, is now equivalent to
income before allocations to partners in the Consolidated Statements of
Income. Such income, if any, for each calendar year is allocated to the
Partnership's three classes of capital in accordance with the formulas
prescribed in the


                                      10

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


Partnership Agreement. First, limited partners are allocated net income in
accordance with the prescribed formula for their share of net income.
Thereafter, subordinated limited partners and general partners are allocated
any remaining net income based on formulas in the Partnership Agreement.
Limited partners do not share in the net loss in any year in which there is
net loss and the Partnership is not dissolved or liquidated.

Partnership capital subject to mandatory redemption, net of reserve for
anticipated withdrawals, of $1,308,207 consists of $496,308 of limited
partnership capital issued in $1,000 units, $146,927 of subordinated limited
partnership capital and $664,972 of general partnership capital as of
September 28, 2007. The reserve for anticipated withdrawals consists of
current year profits to be withdrawn over the next year.

Limited partnership capital is held by current and former employees,
subordinated limited partners and general partners of the Partnership. Limited
partners are guaranteed a minimum 7.5% return on the face amount of their
capital. Expense related to the 7.5% return was $28,072 and $11,849 for the
nine months ended September 28, 2007 and September 29, 2006, respectively, and
is included as a component of Interest Expense. The 7.5% return is paid to
limited partners regardless of the Partnership's earnings.

Subordinated limited partnership capital is held by current and former general
partners of the Partnership. Subordinated limited partners receive a varying
percentage of the net income of the Partnership based on their capital
invested. Subordinated limited partner capital is subordinated to the limited
partnership capital.

NET CAPITAL REQUIREMENTS

As a result of its activities as a broker-dealer, Edward Jones is subject to
the Net Capital provisions of Rule 15c3-1 of the Securities Exchange Act of
1934 and the capital rules of the New York Stock Exchange, Inc. ("NYSE").
Under the alternative method permitted by the rules, Edward Jones must
maintain minimum Net Capital equal to the greater of $0.250 million or 2% of
aggregate debit items arising from customer transactions. The Net Capital
rules also provide that partnership capital may not be withdrawn if resulting
Net Capital would be less than 5% of aggregate debit items. Additionally,
certain withdrawals require the consent of the Securities and Exchange
Commission ("SEC") to the extent they exceed defined levels, even though such
withdrawals would not cause Net Capital to be less than 5% of aggregate debit
items.

At September 28, 2007, Edward Jones's Net Capital of $605.0 million was 32.8%
of aggregate debit items and its Net Capital in excess of the minimum required
was $568.1 million. Net capital and the related capital percentages may
fluctuate on a daily basis.

At September 28, 2007, the Partnership's foreign broker-dealer subsidiaries
and EJTC were in compliance with regulatory capital requirements in the
jurisdictions in which they operate.



                                      11

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


CONTINGENCIES

In the normal course of business, the Partnership has been named, from time to
time, as a defendant in various legal actions, including arbitrations, class
actions and other litigation. Certain of these legal actions include claims
for substantial compensatory and/or punitive damages or claims for
indeterminate amounts of damages. The Partnership is also involved, from time
to time in investigations and proceedings by governmental and self-regulatory
agencies, certain of which may result in adverse judgments, fines or
penalties. In recent years, the number of legal actions and investigations has
increased with a focus on mutual fund issues among many firms in the financial
services industry, including the Partnership.

In view of the inherent difficulty of predicting the outcome of such matters,
particularly in cases in which claimants seek substantial or indeterminate
damages, or actions which are in very preliminary stages, the Partnership
cannot predict with certainty the eventual loss or range of loss related to
such matters. The Partnership has determined that it is likely that ultimate
resolution in favor of the plaintiffs will result in losses to the Partnership
on some of these matters, and, as a result, has established appropriate
accruals for potential litigation losses. The Partnership believes, based on
current knowledge and after consultation with counsel, that the outcome of
these actions will not have a material adverse effect on the consolidated
financial condition of the Partnership, although the outcome could be material
to the Partnership's future operating results for a particular period or
periods. For additional discussions, refer to "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in the
Partnership's Annual Report on Form 10-K for the fiscal year ended December
31, 2006, and Part II, Item I "Legal Proceedings" in this Form 10-Q.

Also, in the normal course of business, the Partnership enters into contracts
which contain indemnification provisions, such as purchase contracts, service
agreements, escrow agreements, sales of assets, outsourcing agreements and
leasing arrangements. Under the provisions of these contracts, the Partnership
may indemnify counterparties to the contracts for certain aspects of the
Partnership's past conduct if other parties fail to perform, or if certain
events occur. These indemnification provisions will vary based upon the
contract. The Partnership may in turn obtain indemnifications from other
parties in certain contracts. These indemnification provisions are not
expected to have a material impact on the Partnership's consolidated results
of operations or financial condition.

COMMITMENTS

The Partnership has executed a construction agreement for the construction of
a 200,000 square foot building and related parking garage on land it owns at
its St. Louis, Missouri North Campus location. The building and garage are
expected to be completed by November 2008. The Partnership estimates that the
total cost for construction of the office building and the garage will be
approximately $66.0 million. As of September 28, 2007, the Partnership has
executed $49.3 million in subcontract commitments related to the construction
agreement. The Partnership plans to finance approximately 75% of the office
and garage facility with loans secured by the facilities with the remaining
25% financed from the Partnership's existing capital resources. The
Partnership has not yet obtained commitments for such financing.



                                      12

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

BASIS OF PRESENTATION

For internal analysis, the Partnership broadly categorizes its revenues as
trade revenue (revenue from buy or sell transactions on securities) and net
fee revenue (sources other than trade revenue). In the Partnership's
Consolidated Statements of Income, trade revenue is comprised of commissions,
principal transactions and investment banking. Net fee revenue is comprised of
asset fees, account and activity fees, interest and dividends net of interest
expense and other revenues.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 28, 2007 AND
SEPTEMBER 29, 2006

For the third quarter of 2007, net revenue increased 24% ($201.2 million) to
$1.03 billion, while income before allocations to partners increased 32%
($31.3 million) to $128.1 million. The Partnership's profit margin based on
income before allocations to partners increased to 12.2% in the third quarter
of 2007, from 11.5% in the third quarter of 2006. The Partnership's net
revenue increased primarily due to increased customer dollars invested (the
principal amount of customers' buy and sell transactions, which, in general,
individually generate more than $50 (fifty dollars) in trade revenue), growth
in customer asset values, higher account and activity fees, and higher net
interest income. Operating expenses increased due primarily to growth in sales
compensation related to the increase in net revenues and to costs associated
with the continued expansion and enhancement of the Partnership's branch
office network. The Partnership added 798 financial advisors during the twelve
months ended September 28, 2007, ending the quarter with 10,919 financial
advisors, an increase of 8% from 10,121 as of September 29, 2006.

TRADE REVENUE

Trade revenue comprised 56% of net revenue for the third quarter of 2007, up
from 55% for the third quarter of 2006. Conversely, net fee revenue comprised
44% for the third quarter of 2007, down from 45% in the third quarter of 2006.

Trade revenue of $572.8 million increased 26% ($119.3 million) during the
third quarter of 2007 compared to the same period in the prior year. Trade
revenue increased primarily due to an increase in customer dollars invested
when compared to the third quarter of 2006. Total customer dollars invested
were $24.7 billion during the third quarter of 2007, a 23% ($4.7 billion)
increase from the third quarter of 2006. The Partnership's margin earned on
each $1,000 invested increased to $23.20 for the third quarter of 2007 from
$22.30 in 2006.

Commissions revenue increased 19% ($70.5 million) for the third quarter of
2007 to $444.9 million. Customers invested $15.3 billion in commission
generating transactions in the third quarter of 2007 compared to $12.7 billion
in the third quarter of 2006, a 20% increase. Revenue from mutual fund
commissions increased 18% ($45.1 million) and insurance commissions increased
33% ($18.4 million), which together represented 90% of the increase in
commissions revenue. The following table summarizes commissions revenue
quarter over quarter:

                                      13

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued


<TABLE>
<CAPTION>
                                       Quarter ended (in millions)
                             ----------------------------------------------
                                   September 28,          September 29,           %
                                       2007                   2006              Change
                             ----------------------- ----------------------  ------------
<C>                           <C>                     <C>                     <C>
Mutual funds                  $               290.7   $              245.6            18
Equities                                       79.6                   72.6            10
Insurance                                      74.5                   56.1            33
Corporate bonds                                 0.1                    0.1             -
                             ----------------------- ----------------------  ------------
                              $               444.9   $              374.4            19
                             ======================= ======================  ============
</TABLE>


Principal transactions revenue increased 58% ($42.9 million) to $117.2 million
during the third quarter of 2007 due primarily to an increase in customer
dollars invested. Customers invested $9.1 billion in principal transactions in
the third quarter of 2007 compared to $7.0 billion in the third quarter of
2006, an increase of 30%. The Partnership's margin earned on principal
transactions on each $1,000 invested increased to $12.60 during the third
quarter of 2007 from $10.10 during the third quarter of 2006 primarily due to
a shift to higher margin, longer maturity fixed income products from lower
margin, shorter maturity certificates of deposit. Revenue from corporate bonds
increased 52% ($15.0 million), municipal bonds increased 106% ($22.3 million),
unit investment trust increased 15% ($.5 million), collateralized mortgage
obligations increased 23% ($.8 million), and certificates of deposit increased
8% ($0.9 million), and government bonds increased 54% ($3.3 million).
Increased revenue from corporate bonds and municipal bonds represent 87% of
the increase in principal transactions revenue. The increase was due to strong
supply and higher yield spreads for investment grade municipal and corporate
bonds. The following table summarizes principal transaction revenue quarter
over quarter:

<TABLE>
<CAPTION>
                                                          Quarter ended (in millions)
                                                ----------------------------------------------
                                                     September 28,           September 29,           %
                                                         2007                    2006              Change
                                                ---------------------- -----------------------  ------------
<C>                                              <C>                    <C>                      <C>
Corporate bonds                                  $               43.6   $                28.6            52
Municipal bonds                                                  43.4                    21.1           106
Certificates of deposit                                          12.6                    11.7             8
Government bonds                                                  9.4                     6.1            54
Collateralized mortgage obligations                               4.3                     3.5            23
Unit investment trusts                                            3.9                     3.4            15
                                                ---------------------- -----------------------  ------------
                                                 $              117.2   $                74.4            58
                                                ====================== =======================  ============
</TABLE>


Investment banking revenue increased 124% ($5.9 million) during the third
quarter of 2007 to $10.7 million, due primarily to an increase in municipal
offerings in the current quarter.



                                      14

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued


NET FEE REVENUE

Net fee revenue, which is fee revenue net of interest expense, increased 22%
($82.0 million) to $459.2 million during the third quarter of 2007. Asset fees
increased 29% ($63.4 million) to $282.5 million due primarily to the favorable
impact of market conditions on customers' mutual fund and insurance assets
generating asset fees coupled with net new money flowing into these products.
Average customer mutual fund, insurance, and money market assets increased
$74.6 billion or 27% to $352.2 billion in the third quarter of 2007 compared
to $277.6 billion in the third quarter of 2006.

Account and activity fees of $112.3 million increased 20% ($18.8 million)
quarter over quarter. Revenue received from sub-transfer agent services
performed for mutual fund companies increased 10% ($5.5 million) to $63.1
million, due to a 15% increase in the number of customer accounts for which
the Partnership provides mutual fund sub-transfer agent services. Offsetting
the increase in mutual fund sub-transfer agent fees was a $2.5 million (54%)
decrease in fees received from sub-transfer agent services related to money
market accounts due to a reduction in the number of money market accounts for
which the Partnership provides sub-transfer agent services. Other revenue of
$5.7 million decreased 62% ($9.1 million) quarter over quarter primarily due
to an $8.1 million gain from the sale of banking assets by the Partnership's
banking subsidiary recognized in the third quarter of 2006.

Net interest and dividend income increased 18% ($8.9 million) to $58.7 million
during the third quarter of 2007 due primarily to an increase in overnight and
short-term investing activities. Interest income increased 24% ($15.4 million)
to $78.6 million during the third quarter of 2007 due to investing increased
liquidity from customer credit balances and investing the proceeds from a
Limited Partnership offering, which closed on January 2, 2007. The average
funds invested in cash equivalents and securities purchased under agreements
to resell during the third quarter of 2007 was $2.2 billion, compared to
$705.4 million in the third quarter of 2006. The average rate earned on these
investments decreased to 5.08% during the third quarter of 2007 from 5.18%
during the third quarter of 2006. The increase in interest income from
short-term and overnight investing was offset by reduced interest income from
customer loans, which decreased 11% ($5.4 million). The average rate earned on
customer loan balances decreased to approximately 9.06% during the third
quarter of 2007 from approximately 9.12% during the third quarter of 2006.
Average customer loan balance decreased 11% ($222.5 million) to $1.9 billion.
Generally, the average interest rate earned on the Partnership's interest
bearing assets was negatively impacted by the turmoil in the credit markets
and the Federal Reserve's reduction in its target Federal Funds Rate from
5.25% to 4.75% in the third quarter 2007. In addition, interest expense
increased 48% ($6.5 million) to $20.0 million during the third quarter of 2007
due to increased 7.5% guaranteed payments on the additional Limited
Partnership interests outstanding during the quarter.

Operating expenses increased 23% ($169.9 million) to $903.9 million during the
third quarter of 2007. Compensation and benefits costs increased 29% ($143.6
million) to $637.5 million. Within compensation and benefits costs, sales
compensation increased 27% ($69.6 million) due to increased revenues.
Additionally, financial advisor salary and subsidy increased 49% ($11.2
million) due to new financial advisor compensation programs as well as
increased numbers of financial advisors participating in those programs.
Variable compensation, including bonuses and profit sharing paid to financial
advisors, branch office assistants and headquarters associates, which expands
and contracts in relation to revenues, income before allocations to partners
and the Partnership's related profit margin, increased 84% ($45.5 million).
Headquarters and branch payroll expense increased 11% ($17.1 million) due to
increased salary and medical costs for existing and additional personnel
support as the Partnership grows its sales force. This was offset by a $7.3
million decrease due to the elimination of a special bonus program for certain
existing personnel in connection with the closing of the offering of limited
partnership interests. On a full time equivalent basis, the Partnership had
4,659 headquarters associates and 11,165 branch staff associates as of
September 28, 2007, compared to 4,168 headquarters associates and 10,526
branch staff associates as of September 29, 2006.


                                      15

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued


Legal expenses decreased 52% ($4.9 million) during the third quarter of 2007
due to reduced legal expense accruals associated with legal and regulatory
matters. (See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included in the Partnership's Annual Report on Form
10-K for the fiscal year ended December 31, 2006 and Part II, Item 1 "Legal
Proceedings" in this Form 10-Q for additional discussion on regulatory and
legal matters). Other operating expenses increased 34% ($10.9 million) during
the third quarter of 2007 primarily due to increased travel and entertainment
costs, professional and consulting expense and Managed Account Program ("MAP")
money manager expense due to increased MAP assets and related revenues.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 28, 2007 AND
SEPTEMBER 29, 2006

For the first nine months of 2007, net revenue increased 19% ($489.2 million)
to $3.048 billion, while income before allocations to partners increased 38%
($111.3 million) to $401.8 million. The Partnership's profit margin based on
income before allocations to partners increased to 12.9% for the first nine
months of 2007, from 11.2% in the first nine months of 2006. The Partnership's
net revenue increased primarily due to increased customer dollars invested
(the principal amount of customers' buy and sell transactions, which, in
general, individually generate more than $50 (fifty dollars) in trade
revenue), growth in customer asset values, higher account and activity fees,
and higher net interest income. Operating expenses increased due primarily to
growth in sales compensation related to the increase in net revenues and costs
associated with the continued expansion and enhancement of the Partnership's
branch office network.

TRADE REVENUE

Trade revenue comprised 56% of net revenue for the first nine months of 2007,
down from 57% for the first nine months of 2006. Conversely, net fee revenue
comprised 44% for the first nine months of 2007, up from 43% in the
corresponding period.

Trade revenue of $1.720 billion increased 18% ($257.2 million) during the
first nine months of 2007 compared to the same period in the prior year. Trade
revenue increased due primarily to an increase in customer dollars invested
when compared to the first nine months of 2006. Total customer dollars
invested were $72.8 billion during the first nine months of 2007, a 17% ($10.8
billion) increase from the first nine months of 2006. The Partnership's margin
earned on each $1,000 invested increased to $23.60 for the first nine months
of 2007 from $23.40 in 2006.

Commissions revenue increased 15% ($185.7 million) for the first nine months
of 2007 to $1,417.6 million. Commissions revenue increased year over year due
primarily to a 18% ($7.6 billion) increase in customer dollars invested to
$49.1 billion. This increase is offset by a decrease in the Partnership's
margin earned which decreased to $12.90 on each $1,000 invested during the
first nine months of 2007, compared to $12.96 for the first nine months of
2006. Underlying the increase in commissions revenues, mutual fund commissions
increased 18% ($146.5 million) and insurance commissions increased 20% ($34.3
million). The following table summarizes commissions revenue year over year:


                                      16

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued


<TABLE>
<CAPTION>
                                           Nine Months ended (in millions)
                                   ----------------------------------------------
                                        September 28,           September 29,           %
                                            2007                    2006              Change
                                   ---------------------- -----------------------  ------------
<C>                                 <C>                    <C>                      <C>
Mutual funds                        $              973.0   $               826.5            18
Equities                                           242.4                   237.5             2
Insurance                                          201.7                   167.4            20
Corporate bonds                                      0.5                     0.5             -
                                   ---------------------- -----------------------  ------------
                                    $            1,417.6   $             1,231.9            15
                                   ====================== =======================  ============
</TABLE>


Principal transactions revenue increased 35% ($72.6 million) to $281.2 million
during the first nine months of 2007 due primarily to an increase in customer
dollars invested and an increase in the margin earned. Customers invested
$23.1 billion in principal transactions in the first nine months of 2007
compared to $19.9 billion in the first nine months of 2006. The Partnership's
margin earned on principal transactions on each $1,000 invested increased to
$11.90 during the first nine months of 2007 from $10.50 during the first nine
months of 2006 primarily due to a shift into higher margin fixed income
products from lower margin certificates of deposit. Revenue from corporate
bonds increased 48% ($33.8 million), municipal bonds increased 47% ($31.2
million,), certificates of deposit increased 7% ($2.3 million) and government
bonds increased 11% ($2.0 million). Increased revenue from corporate bonds and
municipal bonds represent 90% of the increase in principal transactions
revenue. The increase was due to strong supply and higher yield spreads for
investment grade municipal and corporate bonds. The following table summarizes
principal transaction revenue year over year:

<TABLE>
<CAPTION>
                                                      Nine Months ended (in millions)
                                              ----------------------------------------------
                                                    September 28,          September 29,            %
                                                        2007                   2006               Change
                                              ----------------------- ----------------------   ------------
<C>                                            <C>                     <C>                      <C>
Corporate bonds                                $               104.5   $               70.7             48
Municipal bonds                                                 97.5                   66.3             47
Certificates of deposit                                         34.3                   32.0              7
Government bonds                                                21.0                   19.0             11
Unit investment trusts                                          12.0                   10.5             14
Collateralized mortgage obligations                             11.9                   10.1             18
                                              ----------------------- ----------------------   ------------
                                               $               281.2   $              208.6             35
                                              ======================= ======================   ============
</TABLE>

Investment banking revenue decreased 5% ($1.1 million) during the first nine
months of 2007 to $21.3 million, due primarily to a decrease in municipal bond
offerings.

NET FEE REVENUE

Net fee revenue, which is fee revenue net of interest expense, increased 21%
($232.0 million) to $1,328.2 million during the first nine months of 2007.
Asset fees increased 26% ($169.1 million) to $807.4 million due primarily to
the favorable impact of market conditions on customers' mutual fund and
insurance assets generating asset fees coupled with net new money flowing into
these products. Average customer mutual fund, insurance, and money market
assets increased 25% ($66.7 billion) to $334.0 billion in the first nine
months of 2007 compared to $267.3 billion in the first nine months of 2006.

                                      17

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued


Account and activity fees of $326.5 million increased 17% ($48.4 million) year
over year. Revenue received from sub-transfer agent services performed for
mutual fund companies increased 9% ($15.4 million) to $184.0 million. The
number of customer accounts for which the Partnership provides mutual fund
sub-transfer agent services increased by 15%. Offsetting the increase in
mutual fund sub-transfer agent fees is a $6.7 million (50%) decrease in fees
received from sub-transfer agent services related to money market accounts due
to a reduction in the number of money market accounts for which the
Partnership provides sub-transfer agent services. Other revenue of $19.1
million decreased 46% ($16.4 million) year over year. The decrease between
years is primarily attributable to $20 million in gains in 2006 that did not
recur in 2007. Included in 2006 are gains from three sources ($8.1 million
from the sale of banking assets by the Partnership's banking subsidiary; $5.1
million from the exchange of the Partnership's NYSE membership for shares in
Archipelago in connection with the NYSE's initial public offering; and $6.5
million from the sale of the Partnership's interest in the investment advisor
to the Federated Capital Income Fund).

Net interest and dividend income increased 21% ($31.0 million) to $175.1
million during the first nine months of 2007 due primarily to an increase in
overnight and short-term investing activities and an increase in interest
rates. Interest income increased 26% ($48.4 million) to $235.3 million during
the first nine months of 2007 due to increased interest rates, customer credit
balances, and investing the proceeds from a Limited Partnership offering,
which closed on January 2, 2007. The average funds invested in cash
equivalents and securities purchased under agreements to resell during the
first nine months of 2007 was $2.2 billion, compared to $622.0 million in the
first nine months of 2006. The average rate earned on these investments
increased to 5.16% during the first nine months of 2007 from 4.82% during the
first nine months of 2006. These increases were offset by reduced interest
income from customer loans, which decreased 10% ($13.8 million). While the
average rate earned on customer loan balances increased due to the increase in
short-term interest rates during the past year to approximately 9.11% during
the first nine months of 2007 from approximately 8.74% during the first nine
months of 2006, the average customer loan balance decreased 13% ($291.8
million) to $1.9 billion. In addition, interest expense increased 41% ($17.4
million) to $60.2 million during the first nine months of 2007 due to
increased 7.5% guaranteed payments on the additional Limited Partnership
interests outstanding during the period.

Operating expenses increased 17% ($377.9 million) to $2.647 billion during the
first nine months of 2007. Compensation and benefits costs increased 22%
($328.2 million) to $1.856 billion. Within compensation and benefits costs,
sales compensation increased 21% ($171.2 million) due to increased revenues.
Additionally, financial advisor salary and subsidy increased 44% ($27.9
million) due to new financial advisor compensation programs as well as
increased numbers of financial advisors participating in those programs.
Variable compensation, including bonuses and profit sharing paid to financial
advisors, branch office assistants and headquarters' associates, which expands
and contracts in relation to revenues, income before allocations to partners
and the Partnership's related profit margin increased 50% ($95.1 million).
Headquarters payroll expense increased 3.1% ($6.7 million) in the first nine
months of 2007. While salary and medical costs for personnel continued to
increase due to higher salary and staffing levels, this increase was offset by
a $21.9 million decrease due to the elimination of a special bonus program for
certain existing personnel in connection with the closing of the offering of
limited partnership interests. Branch payroll expense increased 11% ($28.0
million) to $274.3 million due to increased salary and medical costs for
existing personnel and additional support in the branches as the Partnership
increased its network of financial advisors.

Communications and data processing expense increased 9% ($17.5 million) to
$223.4 million in the first nine months of 2007 due to increased costs related
to the continued expansion and enhancement of the Partnership's branch office
network, including the Partnership's conversion to a terrestrial

                                      18

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued


communications network for its branches from a satellite network. Through
September 28, 2007, substantially all branches have been converted to the new
communications network. Other operating expenses increased 28% ($27.8 million)
primarily due to increased travel and entertainment costs, professional and
consulting expense and MAP money manager expense due to increased MAP assets
and related revenues.

Legal expenses decreased 89% ($34.5 million) during the first nine months of
2007 due to reduced legal expense accruals associated with legal and
regulatory matters and the reversal of previously established expense
accruals. The Partnership reversed approximately $9.5 million of legal expense
accruals established prior to 2007 due to the final determination and refund
of sales loads to current and former customers that were improperly imposed in
prior years pertaining to certain mutual fund Net Asset Value transfer
programs. The Partnership refunded approximately $19.0 million including
interest to 21,000 current and former customers which was charged against
previously established legal expense accruals. Also, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in the Partnership's Annual Report on Form 10-K for the fiscal year
ended December 31, 2006, and Part II, Item 1 "Legal Proceedings" in this Form
10-Q for additional discussion on legal matters and regulatory settlements.

MUTUAL FUND MATTERS

In recent years, mutual fund and annuity products have come under increased
scrutiny from various state and federal regulatory authorities in connection
with several industry issues including market timing, late trading, the
failure of various broker-dealers to provide breakpoint discounts to mutual
fund purchasers, the sale of certain mutual fund share classes, mutual fund
net asset value transfer programs and the manner in which mutual fund and
annuity companies compensate broker-dealers.

The Partnership has received information requests and subpoenas from various
regulatory and enforcement authorities regarding the Partnership's mutual fund
compensation arrangements, mutual fund sales practices and other mutual fund
issues. The Partnership is voluntarily cooperating with each inquiry. Also,
the Partnership has been named as a defendant in various class actions on
behalf of purchasers of recommended mutual funds.

For additional discussions of mutual fund matters, refer to "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in the Partnership's Annual Report on Form 10-K for the fiscal year
ended December 31, 2006, and Part II, Item 1 "Legal Proceedings" in this Form
10-Q.

There are regulatory proposals being considered that could significantly
impact the disclosure and potentially the amount of compensation that
broker-dealers derive from mutual funds and annuity products. The Partnership
believes it is likely in the future that broker-dealers will be required to
provide more disclosure to their clients with respect to payments received by
them from the sales of these products. It is also possible that such payments
may be restricted by law or regulation. For additional discussion, refer to
"Item 1A-Risk Factors, Regulatory Initiatives" included in the Partnership's
Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

The Partnership derived 66% of its total revenue from sales and services
related to mutual fund and annuity products in the first nine months of 2007
and 65% in the first nine months of 2006. The Partnership derived 29% of its
total revenue for the first nine months of 2007 and 30% of its total revenue
for the first nine months of 2006 from one mutual fund vendor. Significant
reductions in the revenues from these mutual fund sources could have a
material impact on the Partnership's results of operations.

                                      19

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued


LIQUIDITY AND CAPITAL RESOURCES

The Partnership's capital subject to mandatory redemption at September 28,
2007, excluding the reserve for anticipated withdrawals, was $1.3 billion,
compared to $907.4 million at December 31, 2006. The increase is primarily due
to the retention of General Partner earnings ($83.0 million) and the issuance
of limited partner, subordinated limited partner and general partner interests
($293.6 million, $22.4 million and $8.0 million, respectively), offset by
redemption of limited partner and subordinated limited partner interests ($5.6
million and $0.6 million, respectively).

At September 28, 2007, the Partnership had $319.6 million in cash and cash
equivalents. In addition, the Partnership had $952.0 million in securities
purchased under agreements to resell, which have maturities of less than one
week. Also, the Partnership had $1.225 billion in cash segregated under
federal regulations, which was not available for general use. Lines of credit
are in place aggregating $1.24 billion ($1.14 billion of which is through
uncommitted lines of credit) where actual borrowing availability is based on
securities owned and customers' margin securities which serve as collateral
for the loans). In the first nine months of 2007, there was only one overnight
draw of $106 million against these lines of credit. There were no amounts
drawn on these lines of credit in the first nine months of 2006. No amounts
were outstanding under these lines at September 28, 2007 and September 29,
2006.

The Partnership believes that the liquidity provided by existing cash
balances, other highly liquid assets and borrowing arrangements will be
sufficient to meet the Partnership's capital and liquidity requirements.
Depending on conditions in the capital markets and other factors, the
Partnership will, from time to time, consider the issuance of debt, the
proceeds of which could be used to meet growth needs or for other purposes.

The Partnership's growth has been financed through sales of limited
partnership interests to its employees and existing limited partners,
subordinated limited partnership interests to its current or retiring general
partners, retention of general partner earnings, private placements of
subordinated debt, long-term secured debt and operating leases under which the
Partnership rents facilities, furniture, fixtures, computers and communication
equipment.

The Partnership has executed a construction agreement for the construction of
a 200,000 square foot building and related parking garage on land it owns at
its St. Louis, Missouri North Campus location. The building and garage are
expected to be completed by November 2008. The Partnership estimates that the
total cost for construction of the office building and the garage will be
approximately $66.0 million. As of September 28, 2007, the Partnership has
executed $49.3 million in subcontract commitments related to the construction
agreement. The Partnership plans to finance approximately 75% of the office
and garage facility with loans secured by the facilities with the remaining
25% financed from the Partnership's existing capital resources. The
Partnership has not yet obtained commitments for such financing.

For the nine months ended September 28, 2007, cash and cash equivalents
increased $7.6 million to $319.6 million. Cash provided by operating
activities was $114.1 million. The primary sources of cash provided by
operating activities include income before allocations to partners adjusted
for depreciation expense, decreases in cash segregated under federal
regulations, net receivable from/payable to customers, securities owned and
other assets and an increase in accrued compensation and employee benefits.
These increases to cash and cash equivalents were partially offset by
increases in securities purchased under agreements to resell, net receivables
from brokers, dealers and clearing organizations, receivable from mutual
funds, insurance companies and other along with a decrease in accounts payable
and accrued expenses. Cash used in investing activities was $81.1 million
consisting of capital expenditures supporting the growth of the Partnership's
operations. Cash used in financing activities was


                                      20

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued


$25.3 million, consisting primarily of partnership withdrawals and
distributions ($317.3 million), redemption of partnership interests ($6.2
million) and repayment of subordinated debt ($23.2 million), offset by the
issuance of partnership interests ($324.0 million). Included in the issuance
of partnership interests were $294 million of limited partner interests that
were issued to employees of the Partnership on January 2, 2007.

As a result of its activities as a broker-dealer, Edward Jones, the
Partnership's principal subsidiary, is subject to the Net Capital provisions
of Rule 15c3-1 of the Securities Exchange Act of 1934 and the capital rules of
the NYSE. Under the alternative method permitted by the rules, Edward Jones
must maintain minimum Net Capital, as defined, equal to the greater of $0.250
million or 2% of aggregate debit items arising from customer transactions. The
Net Capital rules also provide that partnership capital may not be withdrawn
if resulting Net Capital would be less than 5% of aggregate debit items.
Additionally, certain withdrawals require the consent of the SEC to the extent
they exceed defined levels, even though such withdrawals would not cause Net
Capital to be less than 5% of aggregate debit items. At September 28, 2007,
Edward Jones's Net Capital of $605.0 million was 32.8% of aggregate debit
items and its Net Capital in excess of the minimum required was $568.1
million. Net capital and the related capital percentage may fluctuate on a
daily basis.

CRITICAL ACCOUNTING POLICIES

The Partnership's financial statements are prepared in accordance with GAAP,
which require judgment and involve estimation processes to determine its
assets, liabilities, revenues and expenses which may affect its results of
operations.

The Partnership believes that of its significant accounting policies, the
following critical policies may involve a higher degree of judgment and
complexity.

Customers' transactions are recorded on a settlement date basis with the
related revenue and expenses recorded on a trade date basis. The Partnership
may be exposed to risk of loss in the event customers, other brokers and
dealers, banks, depositories or clearing organizations are unable to fulfill
contractual obligations. For transactions in which it extends credit to
customers, the Partnership seeks to control the risks associated with these
activities by requiring customers to maintain margin collateral in compliance
with various regulatory and internal guidelines.

Securities owned and sold, not yet purchased, including inventory securities
and investment securities, are valued at market value which is determined by
using quoted market or dealer prices.

The Partnership provides for potential losses that may arise out of
litigation, regulatory proceedings and other contingencies to the extent that
such losses are probable and can be estimated, in accordance with SFAS No. 5,
"Accounting for Contingencies". The Partnership regularly monitors its
exposures for potential losses. The Partnership's total liability with respect
to litigation and regulatory proceedings represents the best estimate of
probable losses after considering, among other factors, the progress of each
case, the Partnership's experience and discussions with legal counsel.

The Partnership's periodic evaluation of the estimated useful lives of
equipment, property and improvements is based on the original life determined
at the time of purchase and any events or changes in circumstances that would
result in a change in the useful life.

The Partnership enters into lease agreements for certain headquarters
facilities as well as branch office locations. The associated lease expense is
recognized on a straight-line basis over the minimum lease terms.

                                      21

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued


For additional discussions of the Partnership's accounting policies, refer to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Critical Accounting Policies" included in the Partnership's
Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

THE EFFECTS OF INFLATION

The Partnership's net assets are primarily monetary, consisting of cash,
securities inventories and receivables less liabilities. Monetary net assets
are primarily liquid in nature and would not be significantly affected by
inflation. Inflation and future expectations of inflation influence securities
prices, as well as activity levels in the securities markets. As a result,
profitability and capital may be impacted by inflation and inflationary
expectations. Additionally, inflation's impact on the Partnership's operating
expenses may affect profitability to the extent that additional costs are not
recoverable through increased prices of services offered by the Partnership.



FORWARD-LOOKING STATEMENTS

This report on Form 10-Q and, in particular, Management's Discussion and
Analysis of Financial Condition and Results of Operations, contains
forward-looking statements within the meaning of the federal securities laws.
You can identify forward-looking statements by the use of the words "believe,"
"expect," "anticipate," "intend," "estimate," "project," "will," "should," and
other expressions which predict or indicate future events and trends and which
do not relate to historical matters. You should not rely on forward-looking
statements because they involve known and unknown risks, uncertainties and
other factors, some of which are beyond the control of the Partnership. These
risks, uncertainties and other factors may cause the actual results,
performance or achievements of the Partnership to be materially different from
the anticipated future results, performance or achievements expressed or
implied by the forward-looking statements.

Some of the factors that might cause differences include, but are not limited
to, the following: (1) regulatory actions; (2) litigation, including that
involving mutual fund matters; (3) changes in legislation; (4) actions of
competitors; (5) changes in technology; (6) a fluctuation or decline in the
market value of securities; (7) rising interest rates; (8) securities theft;
(9) the ability of customers, other broker-dealers, banks, depositories and
clearing organizations to fulfill contractual obligations; and (10) general
economic conditions. These forward-looking statements were based on
information, plans and estimates at the date of this report, and we do not
undertake to update any forward-looking statements to reflect changes in
underlying assumptions or factors, new information, future events or other
changes.




                                      22

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The SEC issued market risk disclosure requirements to enhance disclosures of
accounting policies for derivatives and other financial instruments and to
provide quantitative and qualitative disclosures about market risk inherent in
derivatives and other financial instruments. Various levels of management
within the Partnership manage the Partnership's risk exposure. Position limits
in trading and inventory accounts are established and monitored on an ongoing
basis. Credit risk related to various financing activities is reduced by the
industry practice of obtaining and maintaining collateral. The Partnership
monitors its exposure to counterparty risk through the use of credit exposure
information, the monitoring of collateral values and the establishment of
credit limits.

The Partnership is exposed to market risk from changes in interest rates. Such
changes in interest rates impact the income from interest earning assets,
primarily receivables from customers on margin balances, and may have an
impact on the expense from liabilities that finance these assets. At September
28, 2007, amounts receivable from customers were $1.951 billion. Liabilities
include amounts payable to customers and other interest and non-interest
bearing liabilities.

Under current market conditions and based on current levels of interest
earning assets and the liabilities that finance these assets, the Partnership
estimates that a 100 basis point increase in short-term interest rates could
increase its annual net interest income by approximately $20.8 million.
Conversely, the Partnership estimates that a 100 basis point decrease in
short-term interest rates could decrease the Partnership's annual net interest
income by up to $41.5 million. A decrease in short-term interest rates has a
more significant impact on net interest income because under the current low
interest rate environment, the Partnership's interest bearing liabilities are
less sensitive to changes in short-term interest rates compared to its
interest earning assets.

There were no changes in the Partnership's exposure to market risk and changes
in interest rates during the nine months ended September 28, 2007 that would
have a material adverse effect on the consolidated financial position or
results of operations of the Partnership.

ITEM 4. CONTROLS AND PROCEDURES

Based upon an evaluation performed as of the end of the period covered by this
report, the Partnership's certifying officers, the Chief Executive Officer and
the Chief Financial Officer, have concluded that the Partnership's disclosure
controls and procedures were effective.

There have been no changes in the Partnership's last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
Partnership's internal control over financial reporting.




                                      23

<PAGE>
<PAGE>

                          PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

The following information supplements the discussion in Part I, Item 3 "Legal
Proceedings" in the Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 2006, and Part II, Item 1 "Legal Proceedings" in the
Partnership's Quarterly Report on Form 10-Q for the fiscal quarter ended June
29, 2007:

Revenue Sharing Class Action - The Partnership was sued in nine civil class
actions that were eventually consolidated into three proceedings namely: (1)
Bressler, et al. v. Edward D. Jones & Co., (2) Spahn IRA, et al. v. Edward D.
Jones & Co., and (3) Enriquez et al. v. Edward D. Jones & Co., L. P. In August
2006, the Partnership announced a preliminary settlement agreement to resolve
all three groups of lawsuits. Each of the suits claimed that the Partnership
failed to adequately disclose its revenue sharing arrangements with certain
designated preferred mutual fund families. Hearings for final approval of the
settlement were conducted on October 18, 2007, with final approval given
October 25, 2007 in the federal court case (Spahn) and October 29, 2007 in the
state action (Enriquez). Pursuant to the foregoing approved settlement, the
Bressler action has been dismissed. Objectors have a right to appeal for 30
days after final approval. For a more detailed description of the settlement,
see Part I, Item 3 "Legal Proceedings" in the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 2006. The final stipulation
of settlement is included as Exhibit 10.1 in this filing of the Partnership's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2007.

Wage and Hour Class Action - On September 28, 2007, Edward D. Jones & Co.,
L.P. ("Edward Jones"), a subsidiary of The Jones Financial Companies,
L.L.L.P., ("the Partnership") entered into definitive settlement agreements
(the "Settlement Agreements") related to several class action lawsuits filed
against Edward Jones pending in the United States District Court for the
Northern District of California and the United States District Court for the
Western District of Pennsylvania. The parties executed and filed formal
stipulations with the United States District Court for the Northern District
of California and the United States District Court for the Western District of
Pennsylvania on September 28, 2007. An amended stipulation was filed in the
United States District Court for the Western District of Pennsylvania on
October 4, 2007. The settlement agreements are subject to preliminary and
final court approval.

In general, each of these cases alleged that Edward Jones: (1) failed to pay
overtime; (2) improperly made wage deductions; (3) failed to properly
reimburse business-related expenses; and (4) failed to provide meal and rest
breaks under state or federal law to individuals employed as Edward Jones
Investment Representatives, Financial Advisors, and/or salaried or
commissioned Financial Advisor Trainees in the United States during the
relevant class periods. While the defendant denies these allegations, the
Settlement Agreements with the plaintiffs and putative classes in the class
actions (the "Settlement Classes") provide for the release of all claims,
debts, and causes of action related to unpaid overtime, wage deductions,
reimbursement of business-related expenses, penalties, meal and rest break
damages, frequency of pay, wage statements, manner of payment, record keeping,
and other relief arising from such matters.

There are two Settlement Agreements: the first resolves the claims of a
California Class and the second resolves the claims of individuals in all
states except California (i.e. the Non-California Class). The Settlement
Classes provided for by these Agreements will consist of all individuals who
are (or were) employed by Edward Jones in the position of Financial Advisor,
a/k/a Investment Representative and/or salaried or commissioned Financial
Advisor Trainee in the United States during the relevant class periods,
including any limited partners who hold such positions, and all current and
former general partners who were in such positions during the class periods
for the time period before they became general partners. The class periods are
as follows: California at any time between October 20, 2001 and the date of
preliminary approval, Pennsylvania at any time between March 16, 2003 and the
date of preliminary approval, Ohio at any time between November 27, 2003 and
the date of preliminary approval, New York


                                      24

<PAGE>
<PAGE>

                          PART II. OTHER INFORMATION



at any time between December 11, 2000 and the date of preliminary approval,
and all other states at any time between August 16, 2003 and the date of
preliminary approval.

Edward Jones agreed to pay $21.0 million to settle the claims of the
California Class (the "California Fund") and up to a maximum of $19.0 million
to settle claims of the Non-California Class (the "Non-California Fund"). The
California Fund, including all interest thereon, shall be a common fund that
will not be the separate property of Edward Jones and will not revert to
Edward Jones, from which all claims of the California Class, as well as
attorney's fees, litigation expenses, enhancements and claims administration
fees and costs associated with the California Class shall be paid. The
Non-California Fund will be made on a claims-made basis with unclaimed funds
to remain the property of Edward Jones. The Non-California Fund will include
attorney's fees, litigation expenses, enhancements, administrative costs, and
any other fees or costs associated with the settlement. The cost of the
settlements will be charged against previously established legal expense
accruals and will not have any impact on the Partnership's 2007 financial
results.

In Re Estate of Florence M. Wilkison and John E. Wilkison, Jr., Executor v.
Robert E. Bell, William E. Hood and Edward D. Jones & Co., L.P. - In August of
2007, Plaintiff filed suit in the Seventh Circuit Court for Davidson County
Tennessee Probate Division against Edward D. Jones & Co., L.P., Edward Jones
Financial Advisor William E. Hood, and accountant Robert E. Bell. The suit
claims that Bell and Hood converted decedent's property for their own use and
benefit. Plaintiff currently alleges approximately $2 million in damages.

While conducting an internal investigation into Plaintiff's allegations, other
Edward Jones clients have come forward with similar allegations. Edward Jones
continues its investigation.

See also "Contingencies" in Part I, Item 1, "Financial Statements" and "Mutual
Fund Matters" in Part I, Item 2, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in this Form 10-Q.





                                      25

<PAGE>
<PAGE>

                          PART II. OTHER INFORMATION




ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed on Form
10-K for the fiscal year ended December 31, 2006.

ITEM 6. EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number         Description
<C>            <C>
    3.1*       Sixteenth Amended and Restated Agreement of Registered Limited
               Liability Limited Partnership of The Jones Financial Companies,
               L.L.L.P., dated as of May 12, 2006, incorporated by reference to
               Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
               quarter ended March 31, 2006.

    3.2*       Sixteenth Restated Certificate of Limited Partnership of the Jones
               Financial Companies, L.L.L.P., dated as of July 11, 2007, as amended.

    3.3*       Form of Limited Partnership Agreement of Edward D. Jones & Co., L.P.,
               incorporated by reference to Exhibit 2 to the Company's Annual Report
               on Form 10-K for the year ended December 31, 1993.

    10.1       Stipulation of Settlement of Class Actions dated December 11, 2006 and
               Amendment to Stipulation of Settlement of Class Actions dated July 1, 2007

    31.1       Certification pursuant to 18 U.S.C. section 1350, as adopted
               pursuant to section 302 of the Sarbanes-Oxley act of 2002.

    31.2       Certification pursuant to 18 U.S.C. section 1350, as adopted
               pursuant to section 302 of the Sarbanes-Oxley act of 2002.

    32.1       Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant
               to section 906 of the Sarbanes-Oxley act of 2002.

    32.2       Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant
               to section 906 of the Sarbanes-Oxley act of 2002.


<FN>
* Incorporated by reference to previously filed exhibits.
</TABLE>



                                      26

<PAGE>
<PAGE>


                                  SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:


                                  THE JONES FINANCIAL COMPANIES, L.L.L.P.
                            ----------------------------------------------------
                                    (Registrant)

Date: November 9, 2007             /s/ James D. Weddle
                            ----------------------------------------------------
                                       James D. Weddle, Chief Executive Officer

Date: November 9, 2007             /s/ Steven Novik
                            ----------------------------------------------------
                                       Steven Novik, Chief Financial Officer



                                      27