<PAGE>


                                United States
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                  FORM 10-Q
              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

    For the quarterly period ended                  Commission file number
          September 30, 2005                                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)

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

Securities registered pursuant to Section 12(b) of the act:

                                                 Name of each exchange
          Title of each class                     on which registered
          -------------------                     -------------------

                 NONE                                     NONE
-------------------------------------    -------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

                        Limited Partnership Interests
------------------------------------------------------------------------------
                              (Title of Class)

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 an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [  ]  NO [ X ]

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



<PAGE>
<PAGE>



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

                                    INDEX

                                                                          Page
                                                                         Number

Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Statements of Financial Condition.......................3
         Consolidated Statements of Income....................................5
         Consolidated Statements of Changes in Partnership Capital
           Subject to Mandatory Redemption....................................6
         Consolidated Statements of Cash Flows................................7
         Notes to Consolidated Financial Statements...........................8

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations...............................12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk..........21

Item 4.  Controls and Procedures.............................................21


Part II. OTHER INFORMATION

Item 1.  Legal Proceedings...................................................22

Item 6.  Exhibits............................................................22

         Signatures..........................................................23


                                     2

<PAGE>
<PAGE>

<TABLE>
                                 PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>
                                                                (Unaudited)
                                                               September 30,        December 31,
(Dollars in thousands)                                              2005                2004
------------------------------------------------------------------------------------------------

<S>                                                             <C>                  <C>
Cash and cash equivalents                                       $  235,864           $  194,089

Securities purchased under agreements to resell                    190,000              275,000

Receivable from:
  Customers                                                      2,470,058            2,498,688
  Brokers, dealers and clearing organizations                      232,245              221,535
  Mortgages and loans                                              139,341              150,377

Securities owned, at market value
  Inventory securities                                             150,657               48,730
  Investment securities                                            158,359              220,048

Equipment, property and improvements, at cost,
 net of accumulated depreciation                                   309,921              316,814

Other assets                                                       196,557              174,222
                                                                ----------           ----------

    TOTAL ASSETS                                                $4,083,002           $4,099,503
                                                                ==========           ==========

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

                                     3

<PAGE>
<PAGE>

<TABLE>
                                     PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>
                                                                     (Unaudited)
                                                                    September 30,        December 31,
(Dollars in thousands)                                                  2005                 2004
-----------------------------------------------------------------------------------------------------

<S>                                                                  <C>                  <C>
Bank Loans                                                           $    6,500           $        -

Payable to:
  Customers                                                           2,040,676            2,131,217
  Brokers, dealers and clearing organizations                            97,399               71,535
  Depositors                                                            104,343              117,337

Securities sold, not yet purchased, at market value                      44,462               38,808

Accounts payable and accrued expenses                                   185,291              193,435

Accrued compensation and employee benefits                              348,124              285,754

Federal Home Loan Bank advances                                          34,951               33,928

Long-term debt                                                           24,510               31,823
                                                                     ----------           ----------
                                                                      2,886,256            2,903,837
                                                                     ----------           ----------

Liabilities subordinated to claims of general creditors                 344,200              387,425
                                                                     ----------           ----------

Commitments and contingencies (See Notes)

Partnership capital subject to mandatory redemption,
 net of reserve for anticipated withdrawals                             804,146              751,674

Reserve for anticipated withdrawals                                      48,400               56,567
                                                                     ----------           ----------
Total partnership capital subject to mandatory redemption               852,546              808,241
                                                                     ----------           ----------

    TOTAL LIABILITIES                                                $4,083,002           $4,099,503
                                                                     ==========           ==========

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

                                     4

<PAGE>
<PAGE>

<TABLE>
                                                PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>
                                                                  Three Months Ended                    Nine Months Ended
                                                           --------------------------------      -------------------------------
(Dollars in thousands,                                     September 30,      September 24,      September 30,     September 24,
except per unit information)                                   2005               2004               2005              2004
-------------------------------------------------------------------------------------------      -------------------------------

<S>                                                          <C>                <C>               <C>               <C>
Revenue:
  Trade Revenue
    Commissions                                              $412,213           $334,017          $1,201,363        $1,101,589
    Principal transactions                                     60,576             78,212             174,515           242,276
    Investment banking                                          8,141              8,300              27,225            21,423
  Fee Revenue
    Asset fees                                                186,364            145,394             528,294           431,288
    Account and activity fees                                  82,517             75,015             251,078           226,846
    Interest and dividends                                     54,436             39,090             151,098           108,228
    Other revenue                                               4,288              6,369              15,028             8,617
                                                             --------           --------          ----------        ----------
      Total revenue                                           808,535            686,397           2,348,601         2,140,267
  Interest expense                                             13,761             13,818              41,346            41,800
                                                             --------           --------          ----------        ----------
      Net revenue                                             794,774            672,579           2,307,255         2,098,467
                                                             --------           --------          ----------        ----------
Operating expenses:
  Compensation and benefits                                   472,019            395,152           1,373,256         1,240,909
  Communications and data processing                           63,497             69,657             195,982           206,346
  Occupancy and equipment                                      65,984             62,577             194,868           186,756
  Payroll and other taxes                                      26,617             21,758              86,075            79,725
  Advertising                                                  10,159             11,909              41,042            34,241
  Postage and shipping                                         12,031             10,693              38,344            32,736
  Floor brokerage and clearance fees                            3,603              3,269              11,144             9,907
  Other operating expenses                                     52,398             38,654             137,392           115,545
                                                             --------           --------          ----------        ----------
      Total operating expenses                                706,308            613,669           2,078,103         1,906,165
                                                             --------           --------          ----------        ----------

Income before allocations to partners                          88,466             58,910             229,152           192,302

Allocations to partners:
  Limited partners                                              9,061              6,125              23,608            20,110
  Subordinated limited partners                                10,523              6,246              27,860            20,787
  General partners                                             68,882             46,539             177,684           151,405
                                                             --------           --------          ----------        ----------

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

Income before allocations to partners
 per weighted average $1,000
 equivalent limited partnership units outstanding            $  42.34           $  27.92          $   109.71        $    91.15
                                                             ========           ========          ==========        ==========

Weighted average $1,000 equivalent
 limited partnership units outstanding                        214,006            219,377             215,185           220,625
                                                             ========           ========          ==========        ==========

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

                                     5

<PAGE>
<PAGE>

<TABLE>
                                           PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                                       THE JONES FINANCIAL COMPANIES, L.L.L.P.
                             CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL
                                          SUBJECT TO MANDATORY REDEMPTION
                            NINE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 24, 2004
                                                    (Unaudited)

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

<S>                                                      <C>              <C>            <C>             <C>
TOTAL PARTNERSHIP CAPITAL
  SUBJECT TO MANDATORY
  REDEMPTION , JANUARY 1, 2004                           $237,845         $112,406       $435,035        $ 785,286
Reserve for anticipated withdrawals                       (15,345)          (8,468)       (34,193)         (58,006)
                                                         --------         --------       --------        ---------
Partnership capital subject to mandatory
 redemption, net of reserves for anticipated
 withdrawals, January 1, 2004                             222,500          103,938        400,842          727,280
Issuance of partnership interests                               -           12,727              -           12,727
Redemption of partnership interests                        (3,783)            (450)             -           (4,233)
Income allocated to partners                               20,110           20,787        151,405          192,302
Withdrawals and distributions                              (1,179)         (19,330)       (95,744)        (116,253)
                                                         --------         --------       --------        ---------
TOTAL PARTNERSHIP CAPITAL
  SUBJECT TO MANDATORY
  REDEMPTION, SEPTEMBER 24, 2004                          237,648          117,672        456,503          811,823
Reserve for anticipated withdrawals                       (18,931)          (1,458)       (13,872)         (34,261)
                                                         --------         --------       --------        ---------
Partnership capital subject to mandatory
 redemption, net of reserves for anticipated
 withdrawals, September 24, 2004                         $218,717         $116,214       $442,631        $ 777,562
                                                         ========         ========       ========        =========

TOTAL PARTNERSHIP CAPITAL
  SUBJECT TO MANDATORY
  REDEMPTION, DECEMBER 31, 2004                          $234,296         $115,951       $457,994        $ 808,241
Reserve for anticipated withdrawals                       (16,721)          (3,469)       (36,377)         (56,567)
                                                         --------         --------       --------        ---------
Partnership capital subject to mandatory
 redemption, net of reserves for anticipated
 withdrawals, December 31, 2004                           217,575          112,482        421,617          751,674
Issuance of partnership interests                               -           24,207              -           24,207
Redemption of partnership interests                        (4,197)          (1,491)       (26,900)         (32,588)
Income allocated to partners                               23,608           27,860        177,684          229,152
Withdrawals and distributions                              (1,150)         (24,565)       (94,184)        (119,899)
                                                         --------         --------       --------        ---------
TOTAL PARTNERSHIP CAPITAL
  SUBJECT TO MANDATORY
  REDEMPTION, SEPTEMBER 30, 2005                          235,836          138,493        478,217          852,546
Reserve for anticipated withdrawals                       (22,458)          (3,295)       (22,647)         (48,400)
                                                         --------         --------       --------        ---------
Partnership capital subject to mandatory
 redemption, net of reserves for anticipated
 withdrawals, September 30, 2005                         $213,378         $135,198       $455,570        $ 804,146
                                                         ========         ========       ========        =========

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

                                     6

<PAGE>
<PAGE>

<TABLE>
                                  PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                              THE JONES FINANCIAL COMPANIES, L.L.L.P.
                               CONSOLIDATED STATEMENT OF CASH FLOWS
                                           (Unaudited)

<CAPTION>
                                                                         Nine Months Ended
                                                                 ---------------------------------
                                                                 September 30,       September 24,
(Dollars in thousands)                                               2005                2004
--------------------------------------------------------------------------------------------------

<S>                                                                <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                            229,152             192,302
    Depreciation                                                      66,880              71,842
  Changes in assets and liabilities:
    Securities purchased under agreements to resell                   85,000             290,000
    Net receivable from customers                                    (61,911)           (442,948)
    Net receivable from brokers, dealers and
     clearing organizations                                           15,154             (11,711)
    Receivable from mortgages and loans                               11,036             (18,314)
    Securities owned, net                                            (34,584)            105,315
    Other assets                                                     (22,335)            (49,475)
    Bank loans                                                         6,500              49,000
    Payable to depositors                                            (12,994)              7,138
    Accounts payable and accrued expenses                             (8,144)             38,123
    Accrued compensation and employee benefits                        62,370              14,213
                                                                   ---------           ---------
    Net cash provided by operating activities                        336,124             245,485
                                                                   ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment, property and improvements, net              (59,987)            (56,649)
                                                                   ---------           ---------
    Net cash used in investing activities                            (59,987)            (56,649)
                                                                   ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of Federal Home Loan Bank advances, net                     1,023               8,655
  Repayment of long-term debt                                         (7,313)             (2,123)
  Repayment of subordinated debt                                     (43,225)            (20,725)
  Issuance of partnership interests                                   24,207              12,727
  Redemption of partnership interests                                (32,588)             (4,233)
  Withdrawals and distributions from partnership capital            (176,466)           (174,259)
                                                                   ---------           ---------
    Net cash used in financing activities                           (234,362)           (179,958)
                                                                   ---------           ---------
    Net increase in cash and cash equivalents                         41,775               8,878

CASH AND CASH EQUIVALENTS,
  Beginning of period                                                194,089             187,980
                                                                   ---------           ---------
  End of period                                                    $ 235,864           $ 196,858
                                                                   =========           =========

Cash paid for interest                                             $  39,007           $  39,230
                                                                   =========           =========

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

                                     7


<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 Partnership operates as a single business segment. The Partnership's
principal operating subsidiary, Edward D. Jones & Co., L.P. ("EDJ"), is
comprised of three registered broker-dealers primarily serving individual
investors. EDJ primarily derives its revenues from the retail brokerage
business through the sale of listed and unlisted securities, insurance
products, investment banking and principal transactions and as a distributor
of mutual fund shares. EDJ conducts business throughout the United States of
America, Canada and the United Kingdom with its customers, various brokers,
dealers, clearing organizations, depositories and banks. Boone National
Savings and Loan Association, F.A. (the "Association"), a wholly owned
subsidiary of the Partnership, makes commercial, real estate and other loans
primarily to customers in central Missouri. Additionally, the Association
offers trust services to EDJ customers through its division, the Edward
Jones Trust Company.

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 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.


                                     8

<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

The results of operations for the three and nine months ended September 30,
2005 and September 24, 2004 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, 2004.

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.

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

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.

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

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. The asset-based portion of the Partnership's
revenues related to its interest in the Edward Jones Money Market Fund is
also 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.

Interest and dividend income is earned primarily on margin account balances,
inventory securities and investment securities.

PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
SFAS No. 150 establishes standards for classifying and measuring certain
financial instruments with characteristics of both liabilities and equity.
The provisions of SFAS No. 150 were adopted in the Partnership's financial
statements beginning with the quarter ended March 26, 2004.

Since the Partnership is obligated to redeem a partner's capital after a
partner's death, accounting principles generally accepted in the United
States of America ("GAAP") as promulgated in SFAS No. 150 require all of the
Partnership's equity capital to be classified as a liability. Income
allocable to limited, subordinated limited and general partners is
considered interest expense and is classified as a reduction of income
before allocations to partners in the Partnership's statement of income,
which results in a presentation of $0 net income for the three and nine
month periods ended September 30, 2005 and September 24, 2004. 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.

                                     9

<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION

Item 1.  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 Partnership Agreement. First, limited partners are
allocated net income (as defined in the Partnership Agreement) in accordance
with the prescribed formula for their share of net income. Limited partners
do not share in the net loss (as defined in the Partnership Agreement) in
any year in which there is net loss and the Partnership is not dissolved or
liquidated. Thereafter, subordinated limited partners and general partners
are allocated any remaining net income based on formulas in the Partnership
Agreement.

Partnership capital subject to mandatory redemption, net of reserve for
anticipated withdrawals, of $804,146 consists of $213,378 of limited
partnership capital issued in $1,000 units, $135,198 of subordinated limited
partnership capital and $455,570 of general partnership capital as of
September 30, 2005. The reserve for anticipated withdrawals consists of
current year profits to be withdrawn over the next year. The $3,295 of
subordinated limited partnership reserve for anticipated withdrawals
reflects undistributed profits only and does not include $4,976 of
subordinated limited partnership capital redemptions scheduled to be paid
within the next twelve months.

The limited partnership capital subject to mandatory redemption is held by
current and former employees 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 $12,100 and $12,400
for the nine months ended September 30, 2005 and September 24, 2004,
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.

The subordinated limited partnership capital subject to mandatory redemption
is held by current and former general partners of the Partnership. Each
subordinated limited partner receives a varying percentage of the net income
of the Partnership. The subordinated limited partner capital subject to
mandatory redemption is subordinated to the limited partnership capital.

NET CAPITAL REQUIREMENTS

As a result of its activities as a broker-dealer, EDJ is subject to the Net
Capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934, as
amended, and the capital rules of the New York Stock Exchange, ("NYSE").
Under the alternative method permitted by the rules, EDJ must maintain
minimum Net Capital equal to the greater of $250 or 2% of aggregate debit
items arising from customer transactions. The Net Capital rule also provides
that partnership capital may not be withdrawn if the 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 30, 2005, EDJ's Net Capital of $587,818 was 24.5% of debit
items and its Net Capital in excess of the minimum required was $539,827.
Net Capital as a percentage of aggregate debit items after anticipated
withdrawals, which are scheduled subordinated debt principal payments
through March 31, 2006, was 24.5%. Net capital and the related capital
percentage may fluctuate on a daily basis.

At September 30, 2005, the Partnership's foreign broker-dealer subsidiaries
and the Association were in compliance with regulatory capital requirements
in the jurisdictions in which they operate.


                                     10

<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 involved from time to
time in investigations and proceedings by governmental and self-regulatory
agencies, certain of which may result in adverse judgments, fines and/or
penalties. Recently, 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 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, 2004, Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 24, 2005, June 24, 2005 and 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. The
Partnership does not expect these indemnification provisions to have a
material impact on its consolidated results of operations or financial
condition.


                                     11

<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION


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

BASIS OF PRESENTATION

Due to the adoption of SFAS No. 150 on January 1, 2004, we are providing
certain information in this discussion of our results of operations,
including a measure of income before allocations to partners, that may be
considered financial measures not in accordance with GAAP. We believe that
these figures are helpful in allowing the reader to more accurately assess
the ongoing nature of our operations and measure our performance more
consistently. We use the presented financial measures internally to
understand and assess the performance of our business. Therefore, we believe
that this information is meaningful in addition to the information contained
in the GAAP presentation of financial information. The presentation of this
additional financial information is not intended to be considered in
isolation or as a substitute for the financial information prepared and
presented in accordance with GAAP.

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 composed of commissions,
principal transactions and investment banking. Net fee revenue is composed
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 30, 2005 AND
SEPTEMBER 24, 2004

For the third quarter of 2005, net revenue increased 18% ($122.2 million) to
$794.8 million, while income before allocations to partners increased 50%
($29.6 million) to $88.5 million. The Partnership's profit margin based on
income before allocations to partners increased to 10.9% in the third
quarter of 2005, from 8.6% in the third quarter of 2004. The Partnership's
net revenue, income before allocations to partners and profit margin
primarily increased due to increased customer dollars invested (the
principal amount of customers' buy and sell transactions generating trade
revenue), growth in customer asset values and higher net interest income.
Operating expenses increased due primarily to growth in sales compensation
related to the increase in net revenues, costs associated with legal and
regulatory settlements and costs associated with the continued expansion and
enhancement of the Partnership's branch office network. The Partnership
added 215 Investment Representatives ("IRs") during the twelve months ended
September 30, 2005, ending the quarter with 9,634 IRs, an increase of 2%
from 9,419 IRs as of September 24, 2004.

TRADE REVENUE

Trade revenue comprised 61% of net revenue for the third quarter of 2005,
down from 63% for the third quarter of 2004. Conversely, net fee revenue
comprised 39% for the third quarter of 2005, up from 37% in the third
quarter of 2004.

Trade revenue of $480.9 million increased 14% ($60.4 million) during the
third quarter of 2005 compared to the same period in the prior year. Trade
revenue increased due primarily to an increase in customer dollars invested
partially offset by a lower average gross margin earned on customer dollars
invested when compared to the third quarter of 2004. Total customer dollars
invested were $19.9 billion during the third quarter of 2005, a 23% ($3.7
billion) increase from the third quarter of 2004 due in part to five
additional selling days in 2005. The Partnership's margin earned on each
$1,000 invested decreased to $24.20 for the third quarter of 2005 from
$25.90 in 2004. Quarter over quarter, customer dollars invested shifted to
shorter term fixed income products reducing the margin earned on each $1,000
invested.


                                     12

<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION


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


Commissions revenue increased 23% ($78.2 million) for the third quarter of
2005 to $412.2 million. Commissions revenue increased quarter over quarter
due primarily to a 19% ($2.2 billion) increase in customer dollars invested
to $14.0 billion. Underlying the increase in commissions revenues, mutual
fund commissions increased 26% ($56.0 million) and equity commissions
increased 25% ($17.6 million). The following table summarizes commissions
revenue quarter over quarter:

                                                Quarter ended (in millions)
                                           -----------------------------------
                                           September 30,         September 24,
                                               2005                  2004
                                           -------------         -------------
Mutual funds                                  $270.3                $214.3
Equities                                        87.0                  69.4
Insurance                                       54.7                  50.2
Corporate bonds                                  0.2                   0.1
                                              ------                ------
                                              $412.2                $334.0
                                              ======                ======

Principal transactions revenue decreased 23% ($17.6 million) to $60.6
million during the third quarter of 2005 due primarily to a shift in
customer dollars invested from higher margin, longer maturity bonds to lower
margin, shorter maturity certificates of deposit, partially offset by an
increase in customer dollars invested. The Partnership's margin earned on
principal transactions on each $1,000 invested decreased to $10.20 during
the third quarter of 2005 from $14.80 during the third quarter of 2004.
Customers invested $5.5 billion in principal transactions in the third
quarter of 2005 compared to $5.1 billion in the third quarter of 2004, an
increase of 9%. Revenue from municipal bonds decreased 27% ($7.5 million),
corporate bonds decreased 50% ($12.0 million) and government bonds decreased
32% ($2.5 million) while certificates of deposit increased 34% ($2.3
million). The following table summarizes principal transaction revenue
quarter over quarter:

                                                Quarter ended (in millions)
                                           -----------------------------------
                                           September 30,         September 24,
                                               2005                  2004
                                           -------------         -------------
Municipal bonds                               $20.4                 $27.9
Corporate bonds                                11.8                  23.8
Certificates of deposit                         9.0                   6.7
Collateralized mortgage obligations             7.3                   5.8
Unit investment trusts                          6.6                   6.0
Government bonds                                5.5                   8.0
                                              -----                 -----
                                              $60.6                 $78.2
                                              =====                 =====

Investment banking revenue decreased 2% ($0.2 million) during the third
quarter of 2005 to $8.1 million, due to decreases in syndicate corporate
equity and debt offerings partially offset by increases in municipal
offerings in the current quarter.

                                     13

<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 25%
($61.8 million) to $313.8 million during the third quarter of 2005. Asset
fees increased 28% ($41.0 million) to $186.4 million due primarily to the
favorable impact of market conditions increasing customers' mutual fund and
insurance assets generating asset fees. Average customer mutual fund and
insurance assets increased 22% ($38.2 billion) to $212.4 billion in the
third quarter of 2005 compared to $174.2 billion in the third quarter of
2004.

Account and activity fees, and Other revenue of $86.8 million increased 7%
($5.4 million) quarter over quarter primarily due to an increase in revenue
received from sub-transfer agent services performed for mutual fund
companies which increased 14% ($6.1 million) to $50.0 million. The number of
customer accounts for which the Partnership provides mutual fund
sub-transfer agent services increased by 16%.

Net interest and dividend income increased 61% ($15.4 million) to $40.7
million during the third quarter of 2005 due primarily to an increase in
interest rates. Interest income from customer loans increased 39% ($12.7
million). The average rate earned on customer loan balances increased due to
the increase in short-term interest rates during the past year to
approximately 7.25% during the third quarter of 2005 from approximately
5.27% during the third quarter of 2004.

Operating expenses increased 15% ($92.6 million) to $706.3 million during
the third quarter of 2005. Compensation and benefits costs increased 20%
($76.9 million) to $472.0 million. Within compensation and benefits costs,
sales compensation increased 15% ($33.4 million) due to increased revenues.
Variable compensation, including bonuses and profit sharing paid to IRs,
branch office assistants and headquarter associates, which expands and
contracts in relation to revenues, income before allocations to partners and
the Partnership's related profit margin increased 74% ($25.2 million).
Headquarters and branch payroll expense increased 15% ($18.4 million) due to
increased salary and medical costs for existing personnel and additional
support in the branches as the Partnership grows its sales force. Effective
January 1, 2005, the Partnership implemented a special bonus program for
certain existing personnel. Related bonus expense for the third quarter of
2005 was $7.7 million. On a full time equivalent basis, the Partnership had
4,026 headquarters associates and 10,055 branch staff associates as of
September 30, 2005, compared to 3,951 headquarters associates and 9,810
branch staff associates as of September 24, 2004.

Payroll and other taxes increased 22% ($4.9 million) due to higher sales
compensation, variable compensation and payroll expense as well as the
increased number of full time equivalent associates. Other operating
expenses increased 36% ($13.7 million) due primarily to costs associated
with legal matters and regulatory settlements. (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, 2004 and Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 24, 2005 and June 24, 2005 for additional discussion on legal
matters and regulatory settlements).

                                     14

<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION


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

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND
SEPTEMBER 24, 2004

For the first nine months of 2005, net revenue increased 10% ($208.8
million) to $2.307 billion, while income before allocations to partners
increased 19% ($36.9 million) to $229.2 million. The Partnership's profit
margin based on income before allocations to partners increased to 9.8% for
the first nine months of 2005, from 9.0% for the first nine months of 2004.
Year over year, the Partnership's net revenue, income before allocations to
partners and profit margin increased due primarily to 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, costs associated with
legal and regulatory settlements and costs associated with the continued
expansion and enhancement of the Partnership's branch office network.

TRADE REVENUE

Trade revenue comprised 61% of net revenue for the first nine months of
2005, down from 65% for the first nine months of 2004. Conversely, net fee
revenue comprised 39% for the first nine months of 2005, up from 35% in the
corresponding period.

Trade revenue of $1.403 billion increased 3% ($37.8 million) during the
first nine months of 2005 due primarily to an increase in customer dollars
invested when compared to the first nine months of 2004 partially offset by
a lower gross margin earned on customer dollars invested. Total customer
dollars invested were $56.3 billion during the first nine months of 2005, an
8% ($4.5 billion) increase from the first nine months of 2004, due in part
to five additional selling days in 2005. The Partnership's margin earned on
each $1,000 invested decreased to $24.90 for the first nine months of 2005
from $26.40 in 2004 primarily due to a shift in customer dollars invested to
shorter term fixed income products with lower margins from longer term
higher margin fixed income products.

Commissions revenue increased 9% ($99.8 million) for the first nine months
of 2005 to $1.201 billion. Commissions revenue increased year over year due
primarily to a 10% ($4.1 billion) increase in customer dollars invested to
$40.1 billion. Underlying the increase in commissions revenues, mutual fund
commissions increased 9% ($66.3 million), equity commissions increased 10%
($22.9 million) and insurance commissions increased 7% (10.4 million). The
following table summarizes commissions revenue year over year:

                                             Nine months ended (in millions)
                                           -----------------------------------
                                           September 30,         September 24,
                                               2005                  2004
                                           -------------         -------------
Mutual funds                                 $  798.7              $  732.4
Equities                                        245.6                 222.7
Insurance                                       156.6                 146.2
Corporate bonds                                   0.5                   0.3
                                             --------              --------
                                             $1,201.4              $1,101.6
                                             ========              ========

                                     15

<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION


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

Principal transactions revenue decreased 28% ($67.8 million) to $174.5
million during the first nine months of 2005 due primarily to a shift in
customer dollars invested from higher margin, longer maturity bonds to lower
margin, shorter maturity certificates of deposit. The Partnership's margin
earned on principal transactions on each $1,000 invested decreased to $10.80
during the first nine months of 2005 from $15.70 during the first nine
months of 2004. Customers invested $15.1 billion in principal transactions
during the first nine months of 2005 compared to $14.9 billion during the
first nine months of 2004, an increase of 1%. Revenue from corporate bonds
decreased 50% ($38.0 million), municipal bonds decreased 33% ($28.5 million)
and government bonds decreased 42% ($11.8 million), while certificates of
deposit increased 75% ($10.9 million). The following table summarizes
principal transaction revenue year over year:

                                             Nine months ended (in millions)
                                           -----------------------------------
                                           September 30,         September 24,
                                               2005                  2004
                                           -------------         -------------
Municipal bonds                               $ 57.0                $ 85.5
Corporate bonds                                 37.5                  75.5
Certificates of deposit                         25.5                  14.6
Collateralized mortgage obligations             19.6                  20.3
Unit investment trusts                          18.5                  18.2
Government bonds                                16.4                  28.2
                                              ------                ------
                                              $174.5                $242.3
                                              ======                ======

Investment banking revenue increased 27% ($5.8 million) during the first
nine months of 2005 to $27.2 million, due primarily to an increase in
syndicate corporate debt offerings in the current year.

NET FEE REVENUE

Net fee revenue increased 23% ($171.0 million) to $904.2 million during the
first nine months of 2005. Asset fees increased 23% ($97.0 million) to
$528.3 million due primarily to the favorable impact of market conditions
increasing customers' mutual fund and insurance assets generating asset
fees. Average customer mutual fund and insurance assets increased 21% ($35.3
billion) to $204.7 billion in the first nine months of 2005 compared to
$169.4 billion in the first six months of 2004.

Account and activity fees, and other revenue of $266.1 million increased 13%
($30.6 million) year over year. Revenue received from sub-transfer agent
services performed for mutual fund companies increased 15% ($18.6 million)
to $145.6 million, due to a 16% increase in the number of customer accounts
for which the Partnership provides mutual fund sub-transfer agent services.
The number of retirement accounts for which the Partnership is custodian
increased by 14%, resulting in custodial fee revenue growth of 15% ($8.1
million) to $60.5 million.

Net interest and dividend income increased 65% ($43.3 million) to $109.8
million during the first nine months of 2005 due primarily to an increase in
interest rates and an increase in customer margin loans outstanding.
Interest income from customer loans increased 43% ($38.3 million). The
average rate earned on customer loan balances increased to approximately
6.78% during the first nine months of 2005 from approximately 5.05% during
the first nine months of 2004, as a result of increased short-term interest
rates over the past year. Average customer margin loan balances were $2.5
billion in the first nine months of 2005, compared to $2.3 billion in the
first nine months of 2004, an increase of 7%.

                                     16

<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION


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

Operating expenses increased 9% ($171.9 million) to $2.078 billion during
the first nine months of 2005. Compensation and benefits costs increased 11%
($132.3 million) to $1.373 billion. Within compensation and benefits costs,
sales compensation increased 7% ($46.3 million) due to increased revenues.
Variable compensation, including bonuses and profit sharing paid to IRs,
branch office assistants and headquarter associates, which expands and
contracts in relation to revenues, income before allocations to partners and
the Partnership's related profit margin, increased 26% ($34.4 million).
Headquarter and branch payroll expense increased 14% ($52.0 million) due to
increased salary and medical costs for existing personnel and additional
support in the branches as the Partnership grows its sales force. Effective
January 1, 2005, the Partnership implemented a special bonus program for
certain existing personnel. Related bonus expense for the first nine months
of 2005 was $21.4 million.

Advertising expenses increased 20% ($6.8 million) to $41.0 million during
the first nine months of 2005 primarily due to the launch of a new
advertising campaign in January 2005. Postage and shipping expense increased
17% ($5.6 million) to $38.3 million primarily due to mailing costs
associated with the Partnership's mutual fund settlements which were
executed in December 2004. Other operating expenses have increased 19%
($21.8 million) primarily due to costs associated with legal matters and
regulatory settlements. (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, 2004 and
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 24, 2005
and June 24, 2005 for additional discussion on legal matters and regulatory
settlements).

MUTUAL FUND MATTERS

Recently, 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.

The National Association of Securities Dealers ("NASD") is examining the
practices of certain broker-dealers, including EDJ, with respect to mutual
fund net asset value ("NAV") transfer programs during the period from 2001
through June 2004. During this period, the prospectuses of several mutual
fund companies provided that under certain circumstances investors were
eligible to purchase shares at net asset value (i.e., without any deduction
for a sales load). The NASD is investigating whether EDJ and other
broker-dealers complied with the terms of the prospectuses with respect to
these NAV transfer programs. In response to NASD requests for information,
EDJ has identified transactions that involved payments by EDJ customers of
front-end sales loads or purchases of share classes with contingent deferred
sales charges under circumstances where customers may have been eligible to
purchase shares at NAV. The NASD has requested documents and information
from EDJ, and EDJ is cooperating in the investigation. No determination of
any amount that may be due to customers has been made at this time.


                                     17

<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION


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


On August 5, 2005, the Partnership entered into a consent order with the
Missouri Securities Division to resolve the Division's investigation into
the Partnership's disclosure of revenue sharing arrangements involving
certain mutual fund companies. Under the terms of the consent order, the
Partnership is to report on its compliance with its earlier consent orders
and agreements with the SEC, U.S. Attorney's Office for the Eastern District
of Missouri, NYSE and NASD regarding revenue sharing as well as reporting on
the Partnership's mutual fund research program. In addition, the Partnership
agreed to pay a $650,000 civil penalty for the benefit of Missouri's public
schools and to pay $850,000 into other specified Missouri educational
programs.

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, 2004 and Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 24, 2005 and June 24, 2005.

In addition to the regulatory actions directed at the Partnership, there are
various regulatory and legislative proposals being considered that could
significantly impact the compensation that broker-dealers derive from mutual
funds and annuity products. 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. The
Partnership derived 67% of its total revenue from sales and services related
to mutual fund and annuity products in the first nine months of 2005 and 66%
in the first nine months of 2004. The Partnership derived 31% of its total
revenue for the first nine months of 2005 and 2004 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.

LIQUIDITY AND CAPITAL RESOURCES

The Partnership's capital subject to mandatory redemption at September 30,
2005, excluding the reserve for anticipated withdrawals, was $804.1 million,
compared to $751.7 million at December 31, 2004. The increase is primarily
due to the retention of General Partner earnings ($60.9 million) and the
issuance of subordinated limited partner interests ($24.2 million), offset
by redemption of general partner, subordinated limited partner and limited
partner interests ($26.9 million, $1.5 million and $4.2 million,
respectively). Additionally, $5.0 million of subordinated limited partner
capital is scheduled to be redeemed within the next twelve months.

At September 30, 2005, the Partnership had $235.9 million in cash and cash
equivalents. Lines of credit are in place aggregating $1.210 billion ($1.160
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). No amounts were
outstanding under these lines at September 30, 2005. The Association had
loans from The Federal Home Loan Bank of $35.0 million as of September 30,
2005 which were secured by mortgage loans.

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 in recent years has been financed through sales of
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. There were no significant changes in the
Partnership's financial commitments and obligations for the nine months
ended September 30, 2005.


                                     18

<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION


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

For the nine months ended September 30, 2005, cash and cash equivalents
increased $41.8 million. Cash provided by operating activities was $336.1
million. The primary sources of cash from operating activities include a
decrease in securities purchased under agreements to resell, an increase in
accrued compensation and employee benefits, income before allocations to
partners and depreciation. These increases to cash and cash equivalents were
partially offset by an increase in net receivable from customers and to
growth in securities owned, net and other assets. Cash used in investing
activities was $60.0 million consisting primarily of capital expenditures
supporting the growth of the Partnership's operations. Cash used in
financing activities was $234.4 million, consisting primarily of partnership
withdrawals and distributions ($176.5 million), redemption of partnership
interests ($32.6 million) and repayment of subordinated debt ($43.2 million)
offset by issuance of subordinated limited partner interests ($24.2
million).

As a result of its activities as a broker-dealer, EDJ, 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
New York Stock Exchange. Under the alternative method permitted by the
rules, EDJ must maintain minimum Net Capital, as defined, equal to the
greater of $250,000 or 2% of aggregate debit items arising from customer
transactions. The Net Capital rule also provides 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 30, 2005, EDJ's Net Capital of $587.8 million was
24.5% of aggregate debit items and its Net Capital in excess of the minimum
required was $539.8 million. Net Capital after anticipated withdrawals,
which are scheduled subordinated debt principal payments through March 31,
2006, as a percentage of aggregate debit items was 24.5%. 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
accounting principles generally accepted in the United States of America,
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 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 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.


                                     19

<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION


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

The Association's periodic evaluation of the adequacy of its allowance for
loan losses is based on past loan loss experience, known and inherent risks
in the portfolio, adverse situations that may affect the borrower's ability
to repay, the estimated value of any underlying collateral and current
economic conditions.

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.

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, 2004.

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 except to the extent required by applicable securities laws.


                                     20

<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 30, 2005, amounts receivable from customers were $2.470 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 $17.1
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 $27.7 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 material changes in the Partnership's exposure to market risk
and changes in interest rates during the nine months ended September 30,
2005 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 significant changes in internal controls or other factors
that significantly affect these controls subsequent to the date of the
evaluation.

                                     21

<PAGE>
<PAGE>

                         PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

See 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, 2004, and
Part II, Item I "Legal Proceedings" in the Partnership's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 24, 2005. In addition, see
"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.

ITEM 6.  EXHIBITS

Exhibit
Number     Page      Description

  3.1       *       Fifteenth Amended and Restated Agreement of Registered
                    Limited Liability Limited Partnership of The Jones
                    Financial Companies, L.L.L.P., dated as of May 14, 2004,
                    incorporated herein by reference to Exhibit 3.1 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended June 25, 2004.

  3.2       *       Fifteenth Restated Certificate of Limited Partnership of
                    the Jones Financial Companies, L.L.L.P., dated as of
                    January 4, 2004, as amended, incorporated herein by
                    reference to Exhibit 3.3 to the Company's Quarterly
                    Report on Form 10-Q for the quarter ended June 25, 2004.

  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.

  31.     24-25     Certification pursuant to 18 U.S.C. section 1350,
                    as adopted pursuant to section 302 of the Sarbanes-Oxley
                    Act of 2002.

  32.     26-27     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.

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<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:

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

By (Signature and Title)          /s/ Douglas E. Hill
                              ------------------------------------------------
                                      Douglas E. Hill, Chief Executive Officer

Date                          November 14, 2005
                              ------------------------------------------------


By (Signature and Title)          /s/ Steven Novik
                              ------------------------------------------------
                                      Steven Novik, Chief Financial Officer

Date                          November 14, 2005
                              ------------------------------------------------


                                     23