<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 March 30, 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]

Indicated 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.


<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.....................................................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........................................18

Item 4.   Controls and Procedures...........................................................................18


Part II.  OTHER INFORMATION

Item 1.   Legal Proceedings.................................................................................19

Item 1A.  Risk Factors......................................................................................19

Item 6.   Exhibits..........................................................................................19

          Signatures........................................................................................22
</TABLE>

                                      2

<PAGE>
<PAGE>

<TABLE>
                                           PART I. FINANCIAL INFORMATION


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

<CAPTION>
                                                                                    (Unaudited)
                                                                                     March 30,           December 31,
(Dollars in thousands)                                                                 2007                  2006
---------------------------------------------------------------------------------------------------------------------

<C>                                                                                 <C>                  <C>
Cash and cash equivalents                                                           $   312,586          $   311,992

Cash segregated under federal regulations                                             1,395,000            1,312,806

Securities purchased under agreements to resell                                         727,000              415,000

Receivable from:

   Customers                                                                          1,985,293            2,043,980
   Brokers, dealers and clearing organizations                                          352,884              310,715
   Mutual funds, insurance companies, and other                                         161,060              142,143

Securities owned, at market value
   Inventory securities                                                                 101,676              129,609
   Investment securities                                                                143,175              145,552

Equipment, property and improvements, at cost,
   net of accumulated depreciation                                                      311,680              310,987

Other assets                                                                             73,692               72,831
                                                                                    -----------          -----------

        TOTAL ASSETS                                                                $ 5,564,046          $ 5,195,615
                                                                                    ===========          ===========

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

                                      3

<PAGE>
<PAGE>

<TABLE>
                                           PART I. FINANCIAL INFORMATION


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

<CAPTION>
                                                                                    (Unaudited)
                                                                                     March 30,           December 31,
(Dollars in thousands)                                                                 2007                  2006
---------------------------------------------------------------------------------------------------------------------

<C>                                                                                 <C>                  <C>
Payable to:
   Customers                                                                        $ 3,203,984          $ 3,162,223
   Brokers, dealers and clearing organizations                                           94,234               44,593

Securities sold, not yet purchased, at market value                                       8,290                9,353

Accounts payable and accrued expenses                                                   256,788              224,681

Accrued compensation and employee benefits                                              349,951              438,497

Long-term debt                                                                           13,522               14,389
                                                                                    -----------          -----------
                                                                                      3,926,769            3,893,736
                                                                                    -----------          -----------

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

Commitments and contingencies (See Notes)

Partnership capital subject to mandatory redemption,
   net of reserve for anticipated withdrawals                                         1,251,619              907,386

Reserve for anticipated withdrawals                                                      87,158               95,993
                                                                                    -----------          -----------
Total partnership capital subject to mandatory redemption                             1,338,777            1,003,379
                                                                                    -----------          -----------

        TOTAL LIABILITIES                                                           $ 5,564,046          $ 5,195,615
                                                                                    ===========          ===========


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

                                      4

<PAGE>
<PAGE>

<TABLE>
                                           PART I. FINANCIAL INFORMATION


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

<CAPTION>
                                                                                             Three Months Ended
                                                                                         ---------------------------
(Dollard in thousdands,                                                                  March 30,         March 31,
except per unit information)                                                                2007              2006
--------------------------------------------------------------------------------------------------------------------

<C>                                                                                      <C>               <C>
Revenue:
    Trade revenue
        Commissions                                                                      $ 483,764         $ 441,947
        Principal transactions                                                              66,358            57,577
        Investment banking                                                                   6,411             7,890
    Fee revenue
        Asset fees                                                                         252,376           204,849
        Account and activity fees                                                          105,158            91,719
        Interest and dividends                                                              76,706            58,818
        Other revenue                                                                        1,832            17,505
                                                                                         ---------         ---------
            Total revenue                                                                  992,605           880,305
Interest expense                                                                            20,168            14,345
                                                                                         ---------         ---------
    Net revenue                                                                            972,437           865,960
                                                                                         ---------         ---------
Operating expenses:
    Compensation and benefits                                                              583,824           520,224
    Communications and data processing                                                      74,000            65,075
    Occupancy and equipment                                                                 79,591            67,153
    Payroll and other taxes                                                                 40,694            34,694
    Legal                                                                                    4,687            18,101
    Advertising                                                                             15,242            14,970
    Postage and shipping                                                                    14,096            13,341
    Floor brokerage and clearance fees                                                       3,750             4,545
    Other operating expenses                                                                42,399            32,293
                                                                                         ---------         ---------
            Total operating expenses                                                       858,283           770,396
                                                                                         ---------         ---------

Income before allocations to partners                                                      114,154            95,564

Allocations to partners:
    Limited partners                                                                        18,673             8,317
    Subordinated limited partners                                                           10,503             9,775
    General partners                                                                        84,978            77,472
                                                                                         ---------         ---------

Net income                                                                               $       -         $       -
                                                                                         =========         =========
Income before allocations to partners
  per weighted average $1,000
  equivalent limited partnership unit outstanding                                        $   37.27         $   39.31
                                                                                         =========         =========
Weighted average $1,000 equivalent
  limited partnership units outstanding                                                    501,020           211,575
                                                                                         =========         =========

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

                                      5

<PAGE>
<PAGE>

<TABLE>
                                             PART I. FINANCIAL INFORMATION


                                        THE JONES FINANCIAL COMPANIES, L.L.L.P.
                              CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL
                                           SUBJECT TO MANDATORY REDEMPTION
                                 THREE MONTHS ENDED MARCH 30, 2007 AND MARCH 31, 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                                  -             7,523          26,947           34,470
Redemption of partnership interests                           (1,006)          (18,186)         (3,068)         (22,260)
Income allocated to partners                                   8,317             9,775          77,472           95,564
Withdrawals and distributions                                    (14)             (434)         (3,205)          (3,653)
                                                           ---------         ---------       ---------      -----------
TOTAL PARTNERSHIP CAPITAL
   SUBJECT TO MANDATORY
   REDEMPTION, MARCH 31, 2006                                219,511           133,875         553,347          906,733
Reserve for anticipated withdrawals                           (8,303)           (9,340)        (46,971)         (64,614)
                                                           ---------         ---------       ---------      -----------
Partnership capital subject to mandatory
   redemption, net of reserve for anticipated
   withdrawals, March 31, 2006                             $ 211,208         $ 124,535       $ 506,376      $   842,119
                                                           =========         =========       =========      ===========

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            21,222           8,038          322,822
Redemption of partnership interests                           (1,433)             (612)              -           (2,045)
Income allocated to partners                                  18,673            10,503          84,978          114,154
Withdrawals and distributions                                    (20)             (415)         (3,105)          (3,540)
                                                           ---------         ---------       ---------      -----------
TOTAL PARTNERSHIP CAPITAL
   SUBJECT TO MANDATORY
   REDEMPTION, MARCH 30, 2007                                519,114           155,829         663,834        1,338,777
Reserve for anticipated withdrawals                          (18,653)          (10,088)        (58,417)         (87,158)
                                                           ---------         ---------       ---------      -----------
Partnership capital subject to mandatory
   redemption, net of reserve for anticipated
   withdrawals, March 30, 2007                             $ 500,461         $ 145,741       $ 605,417      $ 1,251,619
                                                           =========         =========       =========      ===========

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

                                      6

<PAGE>
<PAGE>

<TABLE>
                                             PART I. FINANCIAL INFORMATION

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


<CAPTION>
                                                                                                     Three Months Ended
                                                                                                -----------------------------
                                                                                                March 30,           March 31,
(Dollars in thousands)                                                                            2007                 2006
-----------------------------------------------------------------------------------------------------------------------------
<C>                                                                                             <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                                  $       -           $       -
    Adjustments to reconcile net income to net
      cash (used in)/provided by operating activities
        Income before allocations to partners                                                     114,154              95,564
        Depreciation                                                                               22,642              22,144
    Changes in assets and liabilities:
      Cash segregated under federal regulations                                                   (82,194)                  -
      Securities purchased under agreements to resell                                            (312,000)            (35,000)
      Net receivable from customers                                                               100,448             151,374
      Net receivable from brokers, dealers and
        clearing organizations                                                                      7,472             (49,902)
      Receivable from mutual funds, insurance companies
        and other                                                                                 (18,917)            (20,058)
      Securities owned, net                                                                        29,247             (12,348)
      Other assets                                                                                   (861)              4,080
      Payable to depositors                                                                             -                (337)
      Accounts payable and accrued expenses                                                        32,107              12,770
      Accrued compensation and employee benefits                                                  (88,546)            (37,468)
                                                                                                ---------           ---------
      Net cash (used in)/provided by operating activities                                        (196,448)            130,819
                                                                                                ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of equipment, property and improvements, net                                         (23,335)            (14,080)
                                                                                                ---------           ---------
      Net cash used in investing activities                                                       (23,335)            (14,080)
                                                                                                ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of Federal Home Loan Bank advances, net                                                    -                 662
    Repayment of long-term debt                                                                      (867)               (810)
    Issuance of partnership interests                                                             322,822              31,402
    Redemption of partnership interests                                                            (2,045)            (19,192)
    Withdrawals and distributions from partnership capital                                        (99,533)           (117,412)
                                                                                                ---------           ---------
      Net cash provided by/(used in) financing activities                                         220,377            (105,350)
                                                                                                ---------           ---------
      Net increase in cash and cash equivalents                                                       594              11,389
CASH AND CASH EQUIVALENTS,
    Beginning of period                                                                           311,992             260,839
                                                                                                ---------           ---------
    End of period                                                                               $ 312,586           $ 272,228
                                                                                                =========           =========

Cash paid for interest                                                                          $  16,193           $  10,932
                                                                                                =========           =========

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

                                      7

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION


                    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 are accounted
for under the equity method to the extent the Partnership has significant
influence over the entity. The results of the Partnership's subsidiary in
Canada for the three months ended February 28, 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.

                                      8

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

The results of operations for the three months ended March 30, 2007 and March
31, 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 results from 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. Under SFAS No. 150,
these allocations are now considered interest expense and are classified as a
reduction of income before allocations to partners, which results in a
presentation of $0 net income for the three month periods ended March 30, 2007
and March 31, 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

                                      9

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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 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 $1,251,619 consists of $500,461 of limited
partnership capital issued in $1,000 units, $145,741 of subordinated limited
partnership capital and $605,417 of general partnership capital as of March
30, 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 $9,400 and $4,000 for the
three months ended March 30, 2007 and March 31, 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 $250 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 March 30, 2007, Edward Jones' Net Capital of $526.0 million was 28.0% of
aggregate debit items and its Net Capital in excess of the minimum required
was $488.4 million. Net Capital items after anticipated withdrawals, which are
scheduled subordinated debt payments through September 28, 2007, as a
percentage of aggregate debit items was 26.7%. Net capital and the related
capital percentages may fluctuate on a daily basis.

At March 30, 2007, the Partnership's foreign broker-dealer subsidiaries and
EJTC were in compliance with regulatory capital requirements in the
jurisdictions in which they operate.

                                      10

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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.

                                      11

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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

BASIS OF PRESENTATION

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 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 MARCH 30, 2007 AND
MARCH 31, 2006

For the first three months of 2007, net revenue increased 12% ($106.5 million)
to $972.4 million, while income before allocations to partners increased 20%
($18.6 million) to $114.2 million. The Partnership's profit margin based on
income before allocations to partners increased to 11.5% in the first quarter
of 2007, from 10.9% in the first 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 costs associated with
the continued expansion and enhancement of the Partnership's branch office
network. The Partnership added 567 financial advisors during the twelve months
ended March 30, 2007, ending the quarter with 10,391 financial advisors, an
increase of 6% from 9,824 financial advisors as of March 31, 2006.

TRADE REVENUE

Trade revenue comprised 57% of net revenue for the first quarter of 2007, down
from 59% for the first quarter of 2006. Conversely, net fee revenue comprised
43% for the first quarter of 2007, up from 41% in the first quarter of 2006.

Trade revenue of $556.5 million increased 10% ($49.1 million) during the first
quarter 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 quarter of 2006. Total customer dollars invested were
$23.3 billion during the first quarter of 2007, a 12% ($2.5 billion) increase
from the first quarter of 2006. The Partnership's margin earned on each $1,000
invested decreased to $23.90 for the first quarter of 2007 from $24.50 in
2006.

Commissions revenue increased 9% ($41.8 million) for the first quarter of 2007
to $483.8 million. Commissions revenue increased year over year due primarily
to a 14% ($2.0 billion) increase in customer

                                      12

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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

dollars invested to $16.7 billion. Revenues from mutual fund commissions
increased 14% ($43.2 million) and insurance commissions increased 6% ($3.3
million), while equity commissions decreased 5% ($4.6 million). The following
table summarizes commissions revenue quarter over quarter:

                         Quarter ended (in millions)
                         ---------------------------
                         March 30,         March 31,           %
                           2007              2006           Change
                         ---------         ---------        ------
Mutual funds             $ 343.1            $ 299.9           14
Equities                    80.8               85.4           (5)
Insurance                   59.7               56.4            6
Corporate bonds              0.2                0.2            -
                         ---------         ---------        ------
                         $ 483.8            $ 441.9            9
                         =========         =========        ======

Principal transactions revenue increased 15% ($8.8 million) to $66.4 million
during the first quarter of 2007 due primarily to an increase in customer
dollars invested. The Partnership's margin earned on each $1,000 invested
increased to $10.20 during the first quarter of 2007 from $9.80 during the
first quarter of 2006. Customers invested $6.3 billion in principal
transactions in the first quarter of 2007 compared to $5.7 billion in the
first quarter of 2006, an increase of 10%. Revenue from municipal bonds
increased 7% ($1.3 million), corporate bonds increased 53% ($8.1 million), and
certificates of deposit increased 12% ($1.1 million), while government bonds
decreased 20% ($1.1 million). The following table summarizes principal
transaction revenue quarter over quarter:

                                     Quarter ended (in millions)
                                     ---------------------------
                                     March 30,          March 31,         %
                                       2007               2006         Change
                                     ---------          ---------      ------
Municipal bonds                       $ 20.9             $ 19.6           7
Corporate bonds                         23.5               15.4          53
Certificates of deposit                 10.1                9.0          12
Government bonds                         4.5                5.6         (20)
Unit investment trusts                   3.9                4.4         (11)
Collateralized mortgage obligations      3.5                3.6          (3)
                                     ---------          ---------      ------
                                      $ 66.4             $ 57.6          15
                                     =========          =========      ======

Investment banking revenue decreased 19% ($1.5 million) during the first
quarter of 2007 to $6.4 million, due primarily to a decrease in municipal
offerings in the current quarter.

NET FEE REVENUE

Net fee revenue, which is Fee Revenue net of interest expense, increased 16%
($57.4 million) to $415.9 million during the first quarter of 2007. Asset fees
increased 23% ($47.5 million) to $252.4 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 and insurance assets increased 22% ($54.0
billion) to $295.8 billion in the first quarter of 2007 compared to $241.9
billion in the first quarter of 2006.

                                      13

<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 $105.2 million increased 15% ($13.4 million) year
over year. Revenue received from sub-transfer agent services performed for
mutual fund companies increased 10% ($5.6 million) to $59.4 million. The
number of customer accounts for which the Partnership provides mutual fund
sub-transfer agent services increased by 15%. Other revenue of $1.8 million
decreased 90% ($15.7 million) year over year. The decrease between years is
primarily attributable to $11.6 million in gains in 2006 that did not recur in
2007. Included in 2006 are a $5.1 million gain from the receipt of shares in
exchange for the Partnership's NYSE membership as a result of the merger
between the NYSE and Archipelago and a $6.5 million gain from the sale of the
Partnership's interest in the investment advisor to Federated's Capital Income
Fund.

Interest and dividend income increased 30% ($17.9 million) to $76.7 million
during the first quarter of 2007 due primarily to an increase in overnight
investing activities and an increase in interest rates. Interest income
increased 356% ($22.1 million) to $28.3 million during the first quarter of
2007 due to increased interest rates, customer credit balances, and investing
the proceeds from the LP offering, which closed on January 2, 2007. The
average funds invested in cash equivalents and securities purchased under
agreements to resell during the first quarter of 2007 was $2.1 billion,
compared to $543.6 million in the first quarter of 2006. The average rate
earned on these investments increased to 5.22% during the first quarter of
2007 from 4.34% during the first quarter of 2006. These increases were offset
by reduced interest income from customer loans, which decreased 7% ($3.4
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 9.14% during the first quarter of 2007 from approximately 8.32%
during the first quarter of 2006, the average customer loan balance decreased
16% ($358.1 million) to $1.9 billion. In addition, interest expense increased
41% ($5.8 million) to $20.2 million during the first quarter of 2007 due to
increased 7.5% guaranteed payment on the additional limited partnership
interests outstanding during the quarter.

Operating expenses increased 11% ($87.9 million) to $858.3 million during the
first quarter of 2007. Compensation and benefits costs increased 12% ($63.6
million) to $583.8 million. Within compensation and benefits costs, sales
compensation increased 13% ($36.5 million) due to increased revenues.
Additionally, financial advisor salary and subsidy increased 44% ($8.6
million) due to new financial advisor compensation programs. Variable
compensation, including bonuses and profit sharing paid to financial advisors,
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 17% ($11.8 million).
Headquarters payroll expense decreased 2% ($1.1 million) to $69.4 million in
the first quarter of 2007. While salary and medical costs for personnel
continued to increase, this increase 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. Branch payroll expense increased 11% ($8.4 million to $88.4 million
due to increased salary and medical costs for existing personnel and
additional support in the branches as the Partnership increased its sales
force. On a full time equivalent basis, the Partnership had 4,440 headquarters
associates and 10,723 branch staff associates as of March 30, 2007 compared to
4,137 headquarters associates and 10,209 branch staff associates as of March
31, 2006.

Communications and data processing expense increased 14% ($8.9 million) to
$74.0 million in the first quarter 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
communications network for its branches from a satellite network. Through
March 30, 2007, approximately 6,000 branches have been converted to the new
communications network. Other operating

                                      14

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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

expenses increased 31% ($10.1 million) to $42.4 million during the first
quarter of 2007 due primarily to increased travel and entertainment costs,
consulting fees, and Managed Account Program ("MAP") money manager expense due
to increased MAP assets. Legal expenses decreased 74% ($13.4 million) during
the first quarter of 2007 due to reduced legal expense accruals 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, 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 68% of its total revenue from sales and services
related to mutual fund and annuity products in the first three months of 2007
and 66% in the first three months of 2006. The Partnership derived 32% of its
total revenue for the first three months of 2007 and 30% for the first three
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.

LIQUIDITY AND CAPITAL RESOURCES

The Partnership's capital subject to mandatory redemption at March 31, 2007,
excluding the reserve for anticipated withdrawals, was $1.251 billion,
compared to $907.4 million at December 31, 2006. The increase is primarily due
to the retention of General Partner earnings ($23.5 million) and the issuance
of limited partner, general partner, subordinated limited partner interests
($293.6 million, $8.0 million and $21.2 million, respectively), offset by
redemption of general partner, subordinated limited partner and limited
partner interests ($3.1 million, $1.0 million and $1.5 million, respectively).

                                      15

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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

At March 30, 2007, the Partnership had $312.6 million in cash and cash
equivalents. In addition, the Partnership had $727 million in securities
purchased under agreements to resell, which have maturities of less than one
week. Also, the Partnership had $1.395 billion in cash segregated under
federal regulations, which was not available for general use. Lines of credit
are in place aggregating $1.240 billion ($1.140 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 March 30, 2007
and March 31, 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 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 three months ended March 30, 2007.

For the three months ended March 30, 2007, cash and cash equivalents increased
$0.6 million. Cash used in operating activities was $196.4 million. The
primary uses of cash from operating activities include an increase in
securities purchased under agreements to resell and a decrease in accrued
compensation and employee benefits. These decreases to cash and cash
equivalents were partially offset by a decrease in net receivable from
customers and income before allocations to partners adjusted for depreciation.
Cash used in investing activities was $23.3 million consisting primarily of
capital expenditures supporting the growth of the Partnership's operations.
Cash provided by financing activities was $220.4 million, consisting primarily
of issuance of partnership interests ($322.8 million), offset by partnership
withdrawals and distributions ($99.5 million) and redemption of partnership
interests ($2.0 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 March 31, 2007, Edward
Jones's Net Capital of $526.0 million was 28.0% of aggregate debit items and
its Net Capital in excess of the minimum required was $488.4 million. Net
Capital after anticipated withdrawals, which are scheduled subordinated debt
principal payments through September 28, 2007, as a percentage of aggregate
debit items was 26.7%. Net capital and the related capital percentage may
fluctuate on a daily basis.

                                      16

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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

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 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.

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, 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.

                                      17

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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

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.

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 March 30,
2007, amounts receivable from customers were $1.985 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 $18.7 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 $32.2 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.

                                      18

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

There were no material changes in the Partnership's exposure to market risk
and changes in interest rates during the three months ended March 30, 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.

                                      19

<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:

On April 17, 2007, the Market Regulation Department staff of NASD advised
Edward Jones that it had made a preliminary determination to recommend that
disciplinary action be brought against Edward Jones in connection with certain
municipal and corporate bond transactions occurring during the period January
1, 2004 through June 30, 2004. The NASD staff alleged that in 37 municipal
bond transactions and 9 corporate bond transactions, Edward Jones violated
NASD and MSRB rules by failing to sell the bonds to customers at a price that
was fair, taking into consideration all relevant circumstances, including
market conditions with respect to each bond at the time of the transaction,
the expense involved and that Edward Jones was entitled to a profit. The NASD
staff also alleged that in one transaction with a customer, Edward Jones
failed to use reasonable diligence to ascertain the best inter-dealer market
and failed to buy or sell in such market so that the resultant price to its
customer was as favorable as possible under prevailing market conditions. As a
result the NASD staff alleges violations of NASD Rules 2110 ("Standards of
Commercial Honor and Principles of Trade"), 2320 ("Best Execution and
Interpositioning"), 2440 ("Fair Prices and Commissions"), and IM-2440
("Mark-Up Policy"), and MSRB Rules G-17 ("Disclosure of Material Facts") and
G-30 ("Prices and Commissions"). The NASD staff has given Edward Jones the
opportunity to furnish the staff with a written submission setting forth its
position on the matters raised, and Edward Jones intends to file such a
submission.

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.

ITEM 1A. RISK FACTORS

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

                                      20

<PAGE>
<PAGE>

                          PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit
Number         Page       Description

 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 herein 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            *         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.

 31.1          24         Certification pursuant to 18 U.S.C. section 1350,
                          as adopted pursuant to section 302 of the
                          Sarbanes-Oxley Act of 2002.

 31.2          25         Certification pursuant to 18 U.S.C. section 1350,
                          as adopted pursuant to section 302 of the
                          Sarbanes-Oxley Act of 2002.

 32.1          26         Certification pursuant to 18 U.S.C. section 1350,
                          as adopted pursuant to section 906 of the
                          Sarbanes-Oxley Act of 2002.

 32.2          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.

                                      21


<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/ James D. Weddle
                               ------------------------------------------------
                                            James D. Weddle,
                                            Chief Executive Officer

Date                           May 11, 2007
                               ------------------------------------------------



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

Date                           May 11, 2007
                               ------------------------------------------------

                                      22