<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 June 24, 2005    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)

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.........................................................23

          Signatures.......................................................24


                                     2

<PAGE>
<PAGE>


                        PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements


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

<CAPTION>
                                                                                     (Unaudited)
                                                                                      June 24,           December 31,
(Dollars in thousands)                                                                  2005                 2004
---------------------------------------------------------------------------------------------------------------------

<S>                                                                                  <C>                  <C>
Cash and cash equivalents                                                            $  188,538           $  194,089

Securities purchased under agreements to resell                                          56,000              275,000

Receivable from:
  Customers                                                                           2,481,024            2,498,688
  Brokers, dealers and clearing organizations                                           201,388              221,535
  Mortgages and loans                                                                   146,871              150,377

Securities owned, at market value
  Inventory securities                                                                   98,675               48,730
  Investment securities                                                                 186,641              220,048

Equipment, property and improvements, at cost,
 net of accumulated depreciation                                                        303,253              316,814

Other assets                                                                            212,151              174,222
                                                                                     ----------           ----------

    TOTAL ASSETS                                                                     $3,874,541           $4,099,503
                                                                                     ==========           ==========

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

                                     3


<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>
                                                                                    (Unaudited)
                                                                                      June 24,           December 31,
(Dollars in thousands)                                                                  2005                 2004
---------------------------------------------------------------------------------------------------------------------

<S>                                                                                  <C>                  <C>
Payable to:
  Customers                                                                          $1,907,610           $2,131,217
  Brokers, dealers and clearing organizations                                           113,040               71,535
  Depositors                                                                            108,299              117,337

Securities sold, not yet purchased, at market value                                      25,440               38,808

Accounts payable and accrued expenses                                                   181,151              193,435

Accrued compensation and employee benefits                                              270,224              285,754

Federal Home Loan Bank advances                                                          39,479               33,928

Long-term debt                                                                           30,294               31,823
                                                                                     ----------           ----------
                                                                                      2,675,537            2,903,837
                                                                                     ----------           ----------

Liabilities subordinated to claims of general creditors                                 377,200              387,425
                                                                                     ----------           ----------

Commitments and contingencies (See Notes)

Partnership capital subject to mandatory redemption,
 net of reserve for anticipated withdrawals                                             789,838              751,674

Reserve for anticipated withdrawals                                                      31,966               56,567
                                                                                     ----------           ----------
Total partnership capital subject to mandatory redemption                               821,804              808,241
                                                                                     ----------           ----------

    TOTAL LIABILITIES                                                                $3,874,541           $4,099,503
                                                                                     ==========           ==========

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


                                     4


<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>
                                                                Three Months Ended                Six Months Ended
                                                            ---------------------------      ---------------------------
(Dollars in thousands,                                       June 24,         June 25,        June 24,         June 25,
except per unit information)                                   2005             2004            2005             2004
------------------------------------------------------------------------------------------------------------------------

<S>                                                          <C>              <C>           <C>              <C>
Revenue:
  Trade Revenue
    Commissions                                              $398,271         $362,298      $  789,150       $  767,572
    Principal transactions                                     58,231           98,460         113,939          164,064
    Investment banking                                         11,393            8,599          19,084           13,123
  Fee Revenue
    Asset fees                                                176,419          144,622         341,930          285,894
    Account and activity fees                                  84,965           77,399         168,561          151,831
    Interest and dividends                                     50,866           35,938          96,662           69,138
    Other revenue                                               4,124            1,525          10,740            2,248
                                                             --------         --------      ----------       ----------
      Total revenue                                           784,269          728,841       1,540,066        1,453,870
  Interest expense                                             14,026           14,015          27,585           27,982
                                                             --------         --------      ----------       ----------
      Net revenue                                             770,243          714,826       1,512,481        1,425,888
                                                             --------         --------      ----------       ----------
Operating expenses:
  Compensation and benefits                                   457,710          418,861         901,237          845,757
  Communications and data processing                           67,052           68,520         132,485          136,689
  Occupancy and equipment                                      64,696           62,385         128,884          124,179
  Payroll and other taxes                                      28,068           26,052          59,458           57,967
  Advertising                                                  13,261           11,260          30,883           22,332
  Postage and shipping                                         11,131           11,325          26,313           22,044
  Floor brokerage and clearance fees                            3,971            3,503           7,541            6,638
  Other operating expenses                                     47,648           40,467          84,994           76,890
                                                             --------         --------      ----------       ----------
      Total operating expenses                                693,537          642,373       1,371,795        1,292,496
                                                             --------         --------      ----------       ----------

Income before allocations to partners                          76,706           72,453         140,686          133,392

Allocations to partners:
  Limited partners                                              7,915            7,580          14,547           13,985
  Subordinated limited partners                                 9,238            7,819          17,337           14,541
  General partners                                             59,553           57,054         108,802          104,866
                                                             --------         --------      ----------       ----------

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

Income before allocations to partners
 per weighted average $1,000
 equivalent limited partnership unit outstanding             $  36.73         $  34.34      $    67.37       $    63.23
                                                             ========         ========      ==========       ==========

Weighted average $1,000 equivalent
 limited partnership units outstanding                        215,491          220,734         215,927          221,177
                                                             ========         ========      ==========       ==========


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

                                     5

<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
                                        THE JONES FINANCIAL COMPANIES, L.L.L.P.
                               CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL
                                            SUBJECT TO MANDATORY REDEMPTION
                                   SIX MONTHS ENDED JUNE 24, 2005 AND JUNE 25, 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                                -             10,878                  -         10,878
Redemption of partnership interests                         (2,307)              (100)                 -         (2,407)
Income allocated to partners                                13,985             14,541            104,866        133,392
Withdrawals and distributions                               (1,078)           (13,294)           (61,653)       (76,025)
                                                          --------           --------           --------       --------
TOTAL PARTNERSHIP CAPITAL
  SUBJECT TO MANDATORY
  REDEMPTION, JUNE 25, 2004                                233,100            115,963            444,055        793,118
Reserve for anticipated withdrawals                        (12,907)            (1,247)           (14,270)       (28,424)
                                                          --------           --------           --------       --------
Partnership capital subject to mandatory
  redemption, net of reserves for anticipated
  withdrawals, June 25, 2004                              $220,193           $114,716           $429,785       $764,694
                                                          ========           ========           ========       ========

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                                -             22,891                  -         22,891
Redemption of partnership interests                         (2,698)                 -            (18,858)       (21,556)
Income allocated to partners                                14,547             17,337            108,802        140,686
Withdrawals and distributions                               (1,018)           (15,419)           (55,454)       (71,891)
                                                          --------           --------           --------       --------
TOTAL PARTNERSHIP CAPITAL
  SUBJECT TO MANDATORY
  REDEMPTION, JUNE 24, 2005                                228,406            137,291            456,107        821,804
Reserve for anticipated withdrawals                        (13,529)            (1,919)           (16,518)       (31,966)
                                                          --------           --------           --------       --------
Partnership capital subject to mandatory
  redemption, net of reserves for anticipated
  withdrawals, June 24, 2005                              $214,877           $135,372           $439,589       $789,838
                                                          ========           ========           ========       ========


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

                                     6


<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements


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

<CAPTION>
                                                                               Six Months Ended
                                                                           -------------------------
                                                                            June 24,       June 25,
(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                                    140,686        133,392
    Depreciation and amortization                                             44,192         47,039
  Changes in assets and liabilities:
    Securities purchased under agreements to resell                          219,000        277,000
    Net receivable from customers                                           (205,943)      (317,913)
    Net receivable from brokers, dealers and
     clearing organizations                                                   61,652        (28,101)
    Receivable from mortgages and loans                                        3,506         (8,762)
    Securities owned, net                                                    (29,906)        78,766
    Other assets                                                             (37,929)        (9,663)
    Payable to depositors                                                     (9,038)         5,332
    Accounts payable and accrued expenses                                    (12,284)        16,146
    Accrued compensation and employee benefits                               (15,530)       (33,243)
                                                                           ---------      ---------
    Net cash provided by operating activities                                158,406        159,993
                                                                           ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment, property and improvements, net                      (30,631)       (32,718)
                                                                           ---------      ---------
    Net cash used in investing activities                                    (30,631)       (32,718)
                                                                           ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of Federal Home Loan Bank advances, net                             5,551         10,155
  Repayment of long-term debt                                                 (1,529)        (1,402)
  Repayment of subordinated debt                                             (10,225)       (10,225)
  Issuance of partnership interests                                           22,891         10,878
  Redemption of partnership interests                                        (21,556)        (2,407)
  Withdrawals and distributions from partnership capital                    (128,458)      (134,031)
                                                                           ---------      ---------
    Net cash used in financing activities                                   (133,326)      (127,032)
                                                                           ---------      ---------
    Net (decrease)/increase in cash and cash equivalents                      (5,551)           243

CASH AND CASH EQUIVALENTS,
  Beginning of period                                                        194,089        187,980
                                                                           ---------      ---------
  End of period                                                            $ 188,538      $ 188,223
                                                                           =========      =========

Cash paid for interest                                                     $  25,199      $  27,866
                                                                           =========      =========

      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 six months ended June 24, 2005
and June 25, 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 or existing holders of
securities.

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 transaction fee 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 Standard 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 promulagated 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 must be
classified in the Partnership's statement of income as interest expense and
is classified as a reduction of income before allocations to partners, which
results in a presentation of $0 net income for the three and six month
periods ended June 24, 2005 and June 25, 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 $789,838, consists of $214,877 of limited
partnership capital issued in $1,000 units, $135,372 of subordinated limited
partnership capital and $439,589 of general partnership capital as of June
24, 2005. The reserve for anticipated withdrawals consists of current year
profits to be withdrawn over the next year. The $1,919 of Subordinated
Limited Partnership reserve for anticipated withdrawals 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 $8,100 and $8,300 for
the six months ended June 24, 2005 and June 25, 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, Inc. 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 June 24, 2005, EDJ's Net Capital of $598,664 was 24.7% of debit items and
its Net Capital in excess of the minimum required was $550,233. Net Capital
as a percentage of aggregate debit items after anticipated withdrawals,
which are scheduled subordinated debt principal payments through December
31, 2005, was 23.4%. Net capital and the related capital percentage may
fluctuate on a daily basis.

At June 24, 2005, the Partnership's foreign broker-dealer subsidiaries 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 both the Partnership's Annual Report on Form 10-K for the Fiscal
year ended December 31, 2004 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. These
indemnification provisions are not expected to have a material impact on the
Partnership's 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 JUNE 24, 2005 AND JUNE 25, 2004

For the second quarter of 2005, net revenue increased 8% ($55.4 million) to
$770.2 million, while income before allocations to partners increased 6%
($4.3 million) to $76.7 million. The Partnership's profit margin based on
income before allocations to partners decreased to 9.8% in the second
quarter of 2005, from 9.9% in the second quarter of 2004. The Partnership's
net revenue and income before allocations to partners primarily increased
due to growth in customer asset values and higher account and activity fees.
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 to costs associated with the continued expansion
and enhancement of the Partnership's branch office network. The Partnership
added 223 Investment Representatives ("IRs") during the twelve months ended
June 24, 2005, ending the quarter with 9,605 IRs, an increase of 2% from
9,382.

TRADE REVENUE

Trade revenue comprised 61% of net revenue for the second quarter of 2005,
down from 66% for the second quarter of 2004. Conversely, net fee revenue
comprised 39% for the second quarter of 2005, up from 34% in the second
quarter of 2004.

Trade revenue of $467.9 million decreased $1.5 million during the second
quarter of 2005 compared to the same period in the prior year. Trade revenue
decreased primarily due to a lower gross margin earned on customer dollars
invested (the principal amount of customers' buy and sell transactions
generating trade revenue) offset by an increase in customer dollars invested
when compared to the second quarter of 2004. The Partnership's margin earned
on each $1,000 invested decreased to $24.80 for the second quarter of 2005
from $26.50 in 2004. Quarter over quarter, customer dollars invested shifted
to shorter term fixed income products reducing the margin earned on each
$1,000 invested. Total customer dollars invested were $18.8 billion during
the second quarter of 2005, a 6% ($1.1 billion) increase from the second
quarter of 2004.

                                     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 10% ($36.0 million) for the second quarter of
2005 to $398.3 million. Commissions revenue increased quarter over quarter
due primarily to a 12% ($1.4 billion) increase in customer dollars invested
to $13.2 billion. Underlying the increase in commissions revenues, mutual
fund commissions increased 9% ($21.5 million) and equity commissions
increased 15% ($10.7 million). The following table summarizes commissions
revenue quarter over quarter:

<TABLE>
<CAPTION>
                                              Quarter ended (in millions)
                                            -------------------------------
                                            June 24,               June 25,
                                              2005                   2004
                                            --------               --------
<S>                                           <C>                   <C>
Mutual funds                                 $263.8                 $242.3
Equities                                       80.2                   69.5
Insurance                                      54.1                   50.4
Corporate bonds                                 0.2                    0.1
                                             ------                 ------
                                             $398.3                 $362.3
                                             ======                 ======
</TABLE>

Principal transactions revenue decreased 41% ($40.2 million) to $58.2
million during the second 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 and a decrease in customer
dollars invested. The Partnership's margin earned on principal transactions
on each $1,000 invested decreased to $10.01 during the second quarter of
2005 from $17.00 during the second quarter of 2004. Customers invested $5.2
billion in principal transactions in the second quarter of 2005 compared to
$5.6 billion in the second quarter of 2004, a decrease of 7%. Revenue from
municipal bonds decreased 50% ($18.9 million), corporate bonds decreased 65%
($20.0 million) and government bonds decreased 58% ($6.7 million) while
certificates of deposit increased 136% ($5.7 million). The following table
summarizes principal transaction revenue quarter over quarter:

<TABLE>
<CAPTION>
                                              Quarter ended (in millions)
                                            -------------------------------
                                            June 24,               June 25,
                                              2005                   2004
                                            --------               --------
<S>                                           <C>                   <C>
Municipal bonds                               $19.2                 $38.1
Corporate bonds                                11.0                  31.0
Certificates of deposit                         9.9                   4.2
Unit investment trusts                          6.7                   5.9
Collateralized mortgage obligations             6.5                   7.7
Government bonds                                4.9                  11.6
                                              -----                 -----
                                              $58.2                 $98.5
                                              =====                 =====
</TABLE>

Investment banking revenue increased 33% ($2.8 million) during the second
quarter of 2005 to $11.4 million, due primarily to an increase in syndicate
corporate debt 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 23%
($56.9 million) to $302.3 million during the second quarter of 2005. Asset
fees increased 22% ($31.8 million) to $176.4 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 $32.1 billion or 19% to $201.7 billion in the
second quarter of 2005 compared to $169.6 billion in the second quarter of
2004.

Account and activity fees, and other revenue of $89.1 million increased 13%
($10.2 million) quarter over quarter. Revenue received from sub-transfer
agent services performed for mutual fund companies increased 14% ($6.1
million) to $48.9 million, due to a 17% 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 23%
($4.2 million) to $22.1 million.

Net interest and dividend income increased 68% ($14.9 million) to $36.8
million during the second quarter of 2005 due primarily to an increase in
interest rates combined with an increase in customer margin loans
outstanding. Interest income from customer loans increased 47% ($13.7
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 6.79% during the second quarter of 2005 from approximately
4.93% during the second quarter of 2004. Average customer margin loan
balances were $2.5 billion in the second quarter of 2005, compared to $2.3
billion in the second quarter of 2004, an increase of 7%.

Operating expenses increased 8% ($51.2 million) to $693.5 million during the
second quarter of 2005. Compensation and benefits costs increased 9% ($38.8
million) to $457.7 million. Within compensation and benefits costs, sales
compensation increased 4% ($8.5 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 28% ($12.4 million).
Headquarters and branch payroll expense increased 14% ($17.8 million) due to
increased salary and medical costs for existing personnel and additional
support in the branches as the Partnership grows its sales force. In
addition, effective January 1, 2005, the Partnership implemented a special
bonus program for certain existing personnel. Related bonus expense for the
second quarter of 2005 was $7.2 million. On a full time equivalent basis,
the Partnership had 10,013 branch staff associates as of June 24, 2005,
compared to 9,795 branch staff associates as of June 25, 2004.

Payroll and other taxes increased 8% ($2.0 million) due to higher sales
compensation, variable compensation and payroll expense as well as the
increased number of full time equivalent associates. Advertising expenses
increased 18% ($2.0 million) to $13.3 million during the second quarter of
2005 primarily due to the launch of a new advertising campaign in January
2005. Other operating expenses increased 18% ($7.2 million) due primarily to
costs associated with legal 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 for additional discussion on 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 SIX MONTHS ENDED JUNE 24, 2005 AND JUNE 25, 2004

For the first six months of 2005, net revenue increased 6% ($86.6 million)
to $1.512 billion, while income before allocations to partners increased 6%
($7.3 million) to $140.7 million. The Partnership's profit margin based on
income before allocations to partners decreased to 9.1% for the first six
months of 2005, from 9.2% for the first six months of 2004. Year over year,
the Partnership's net revenue and income before allocations to partners
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 to 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 six months of 2005,
down from 66% for the first six months of 2004. Conversely net fee revenue
comprised 39% for the first six months of 2005, up from 34% in the
corresponding period.

Trade revenue of $922.2 million decreased 2% ($22.6 million) during the
first six months of 2005 due primarily to lower gross margin earned on
customer dollars invested partially offset by an increase in customer
dollars invested when compared to the first six months of 2004. The
Partnership's margin earned on each $1,000 invested decreased to $25.30 for
the first six months of 2005 from $26.60 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. Total customer
dollars invested were $36.4 billion during the first six months of 2005, a
2% ($0.8 billion) increase from the first six months of 2004.

Commissions revenue increased 3% ($21.6 million) for the first six months of
2005 to $789.2 million. Commissions revenue increased year over year due
primarily to a 4% ($0.8 billion) increase in customer dollars invested to
$26.1 billion. Underlying the increase in commissions revenues, mutual fund
commissions increased 2% ($10.4 million), equity commissions increased 4%
($5.3 million) and insurance commissions increased 6% ($5.8 million). The
following table summarizes commissions revenue year over year:

<TABLE>
<CAPTION>
                                             Six months ended (in millions)
                                            -------------------------------
                                            June 24,               June 25,
                                              2005                   2004
                                            --------               --------
<S>                                          <C>                    <C>
Mutual funds                                 $528.5                 $518.1
Equities                                      158.6                  153.3
Insurance                                     101.8                   96.0
Corporate bonds                                 0.3                    0.2
                                             ------                 ------
                                             $789.2                 $767.6
                                             ======                 ======
</TABLE>


                                     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 31% ($50.1 million) to $113.9
million during the first six 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 $11.20
during the first six months of 2005 from $16.20 during the first six months
of 2004. Customers invested $9.6 billion in principal transactions during
the first six months of 2005 compared to $9.8 billion during the first six
months of 2004, a decrease of 2%. Revenue from corporate bonds decreased 50%
($26.1 million), municipal bonds decreased 37% ($21.0 million) and
government bonds decreased 46% ($9.2 million), while certificates of deposit
increased 109% ($8.6 million). The following table summarizes principal
transaction revenue year over year:

<TABLE>
<CAPTION>
                                             Six months ended (in millions)
                                            -------------------------------
                                            June 24,               June 25,
                                              2005                   2004
                                            --------               --------
<S>                                          <C>                    <C>
Municipal bonds                              $ 36.6                 $ 57.6
Corporate bonds                                25.7                   51.8
Certificates of deposit                        16.5                    7.9
Collateralized mortgage obligations            12.3                   14.5
Unit investment trusts                         11.8                   12.1
Government bonds                               11.0                   20.2
                                             ------                 ------
                                             $113.9                 $164.1
                                             ======                 ======
</TABLE>

Investment banking revenue increased 45% ($6.0 million) during the first six
months of 2005 to $19.1 million, due primarily to an increase in syndicate
corporate debt offerings in the current year.

NET FEE REVENUE

Net fee revenue increased 23% ($109.2 million) to $590.3 million during the
first six months of 2005. Asset fees increased 20% ($56.0 million) to $341.9
million primarily due 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 $32.7
billion or 20% to $200.0 billion in the first six months of 2005 compared to
$167.3 billion in the first six months of 2004.

Account and activity fees, and other revenue of $179.3 million increased 16%
($25.2 million) year over year. Revenue received from sub-transfer agent
services performed for mutual fund companies increased 15% ($12.5 million)
to $95.6 million, due to a 17% 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 17% ($6.1
million) to $43.2 million. The Partnership's gain on investment securities
included in other revenue increased $2.9 million year over year.

Net interest and dividend income increased 68% ($27.9 million) to $69.1
million during the first six 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 46% ($25.6 million). The
average rate earned on customer loan balances increased to approximately
6.55% during the first six months of 2005 from approximately 4.94% during
the first six 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 six months of 2005, compared to $2.3 billion in the
first six months of 2004, an increase of 10%.

                                     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 6% ($79.3 million) to $1.372 billion during the
first six months of 2005. Compensation and benefits costs increased 7%
($55.5 million) to $901.2 million. Within compensation and benefits costs,
sales compensation increased 3% ($13.0 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 9% ($9.2 million).
Headquarter and branch payroll expense increased 14% ($33.6 million) due to
increased salary and medical costs for existing personnel and additional
support in the branches as the Partnership grows its sales force. In
addition, effective January 1, 2005, the Partnership implemented a special
bonus program for certain existing personnel. Related bonus expense for the
first six months of 2005 was $13.7 million.

Advertising expenses increased 38% ($8.6 million) to $30.9 million during
the first six months of 2005 primarily due to the launch of a new
advertising campaign in January 2005. Postage and shipping expense increased
19% ($4.3 million) to $26.3 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 11% ($8.1
million) primarily due to costs associated with 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 for additional discussion on 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 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 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 2002 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 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.

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, USAO, 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.

                                     17

<PAGE>
<PAGE>

                        PART I. FINANCIAL INFORMATION

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


For additional discussions of 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.

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 six months of 2005 and 66%
in the first six months of 2004. The Partnership derived 31% of its total
revenue for the first six months of 2005 and 32% for the first six months of
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 June 24, 2005,
excluding the reserve for anticipated withdrawals, was $789.8 million,
compared to $751.7 million at December 31, 2004. The increase is primarily
due to the retention of General Partner earnings ($42.1 million) and the
issuance of Subordinated Limited Partner interests ($22.9 million), offset
by redemption of General Partner and Limited Partner interests ($18.9
million and $2.7 million, respectively), and General Partner withdrawals of
$5.2 million. Additionally, $5.0 million of Subordinated Limited Partner
capital is scheduled to be paid within the next twelve months.

At June 24, 2005, the Partnership had $188.5 million in cash and cash
equivalents. Lines of credit are in place aggregating $1.160 billion ($1.110
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 June 24, 2005. The Association had loans
from The Federal Home Loan Bank of $39.5 million as of June 24, 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
limited partnership interests to its employees, 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 six months ended June 24, 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 six months ended June 24, 2005, cash and cash equivalents decreased
$5.6 million. Cash provided by operating activities was $158.4 million. The
primary sources of cash from operating activities include a decrease in
securities purchased under agreements to resell, a decrease in net
receivable from brokers, dealers and clearing organizations, income before
allocations to partners and depreciation. These increases to cash and cash
equivalents were partially offset by a decrease in net receivable from
customers and to growth in other assets and securities owned, net. Cash used
in investing activities was $30.6 million consisting primarily of capital
expenditures supporting the growth of the Partnership's operations. Cash
used in financing activities was $133.3 million, consisting primarily of
partnership withdrawals and distributions ($128.5 million), redemption of
partnership interests ($21.6 million) and repayment of subordinated debt
($10.2 million) offset by issuance of Subordinated Limited Partner interests
($22.9 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 June 24, 2005, EDJ's Net Capital of $598.7 million was 24.7%
of aggregate debit items and its Net Capital in excess of the minimum
required was $550.2 million. Net Capital after anticipated withdrawals,
which are scheduled subordinated debt principal payments through December
31, 2005, as a percentage of aggregate debit items was 23.4%. 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 following significant accounting policies require estimates that involve
a higher degree of judgment and complexity:

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
June 24, 2005, amounts receivable from customers were $2.481 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 $16.8
million. Conversely, the Partnership estimates that a 100 basis point
decrease in short-term interest rates could decrease the Partnership's
annual net interest income by up to $27.6 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 six months ended June 24, 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

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, 2004:

The 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 2002 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 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. The Partnership believes that any such amount
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.

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, USAO, 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.

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.


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<PAGE>

                         PART II. OTHER INFORMATION

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.    25-26  Certification pursuant to 18 U.S.C. section 1350, as adopted
               pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

 32.    27-28  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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                                 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                             August 5, 2005
                                 ----------------------------------------


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

Date                             August 5, 2005
                                 ----------------------------------------


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