<PAGE>

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

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

                                   FORM 10-Q

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

For the quarterly period ended September 29, 2006

                                      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>                                                                                             <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........................................22

Item 4.        Controls and Procedures...........................................................................22


Part II.       OTHER INFORMATION

Item 1.        Legal Proceedings.................................................................................23

Item 1A.       Risk Factors......................................................................................24

Item 6.        Exhibits..........................................................................................25

               Signatures........................................................................................26
</TABLE>


                                      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)
                                                                                September 29,     December 31,
(Dollars in thousands)                                                              2006              2005
--------------------------------------------------------------------------------------------------------------
<C>                                                                           <C>              <C>
Cash and cash equivalents                                                        $   458,846      $   260,841

Securities purchased under agreements to resell                                      580,000          479,000

Receivable from:
   Customers                                                                       2,097,808        2,418,887
   Brokers, dealers and clearing organizations                                       239,855          232,030
   Mortgages and loans                                                                 3,166          134,976

Securities owned, at market value
   Inventory securities                                                               99,177           96,911
   Investment securities                                                             131,992          170,978

Equipment, property and improvements, at cost,
   net of accumulated depreciation                                                   303,115          317,019

Other assets                                                                         214,214          206,836
                                                                              ---------------  ---------------

      TOTAL ASSETS                                                               $ 4,128,173      $ 4,317,478
                                                                              ===============  ===============




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






                                     3

<PAGE>
<PAGE>


                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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


                                                                                  (Unaudited)
                                                                                 September 29,    December 31,
(Dollars in thousands)                                                               2006             2005
---------------------------------------------------------------------------------------------------------------------
<C>                                                                           <C>              <C>
Bank loans                                                                       $     2,000      $     8,500

Payable to:
   Customers                                                                       2,100,180        2,208,645
   Brokers, dealers and clearing organizations                                        75,402           66,614
   Depositors                                                                            -            104,411

Securities sold, not yet purchased, at market value                                   11,837           11,460

Accounts payable and accrued expenses                                                282,319          248,754

Accrued compensation and employee benefits                                           400,754          354,266

Federal Home Loan Bank advances                                                          -             30,544

Long-term debt                                                                        15,241           23,713
                                                                              ---------------  ---------------
                                                                                   2,887,733        3,056,907
                                                                              ---------------  ---------------

Liabilities subordinated to claims of general creditors                              298,500          344,200
                                                                              ---------------  ---------------

Commitments and contingencies (See Notes)

Partnership capital subject to mandatory redemption,
   net of reserve for anticipated withdrawals                                        886,194          802,612

Reserve for anticipated withdrawals                                                   55,746          113,759
                                                                              ---------------  ---------------
Total partnership capital subject to mandatory redemption                            941,940          916,371
                                                                              ---------------  ---------------

      TOTAL LIABILITIES                                                          $ 4,128,173      $ 4,317,478
                                                                              ===============  ===============




               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                         Nine Months Ended
                                                     --------------------------------         ---------------------------------
(Dollars in thousands,                               September 29,      September 30,         September 29,       September 30,
except per unit information)                              2006              2005                  2006                2005
------------------------------------------------------------------------------------          ---------------------------------
<S>                                                    <C>                <C>                 <C>                 <C>
Revenue:
  Trade Revenue
    Commissions                                        $ 374,422          $ 412,213           $ 1,231,924         $ 1,201,363
    Principal transactions                                74,355             60,576               208,623             174,515
    Investment banking                                     4,791              8,141                22,394              27,225
  Fee Revenue
    Asset fees                                           219,079            186,364               638,356             528,294
    Account and activity fees                             93,530             82,517               278,145             251,078
    Interest and dividends                                63,279             54,436               186,902             151,098
    Other revenue                                         14,793              7,901                35,531              18,719
                                                     ------------       ------------         -------------       -------------
      Total revenue                                      844,249            812,148             2,601,875           2,352,292
  Interest expense                                        13,462             13,761                42,775              41,346
                                                     ------------       ------------         -------------       -------------
      Net revenue                                        830,787            798,387             2,559,100           2,310,946
                                                     ------------       ------------         -------------       -------------
Operating expenses:
  Compensation and benefits                              493,911            475,632             1,527,752           1,376,946
  Communications and data processing                      69,484             63,497               205,881             195,982
  Occupancy and equipment                                 69,951             65,984               206,920             194,868
  Payroll and other taxes                                 27,848             26,617                93,106              86,075
  Legal                                                    9,404             22,270                38,942              51,305
  Advertising                                             13,877             10,159                43,407              41,042
  Postage and shipping                                    13,128             12,031                39,755              38,344
  Floor brokerage and clearance fees                       4,542              3,603                13,711              11,144
  Other operating expenses                                31,815             30,128                99,161              86,088
                                                     ------------       ------------         -------------       -------------
      Total operating expenses                           733,960            709,921             2,268,635           2,081,794
                                                     ------------       ------------         -------------       -------------

Income before allocations to partners                     96,827             88,466               290,465             229,152

Allocations to partners:
  Limited partners                                         8,434              9,061                25,342              23,608
  Subordinated limited partners                            9,214             10,523                28,665              27,860
  General partners                                        79,179             68,882               236,458             177,684
                                                     ------------       ------------         -------------       -------------

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

Income before allocations to partners
  per weighted average $1,000
  equivalent limited partnership unit outstanding      $   40.24          $   42.34           $    120.32         $    109.71
                                                     ============       ============         =============       =============

Weighted average $1,000 equivalent
  limited partnership units outstanding                  209,595            214,006               210,622             215,185
                                                     ============       ============         =============       =============


               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
                       NINE MONTHS ENDED SEPTEMBER 29, 2006 AND SEPTEMBER 30, 2005
                                               (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, 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 reserve for anticipated
   withdrawals, December 31, 2004                        217,575      112,482      421,617      751,674
Issuance of partnership interests                              -       24,207            -       24,207
Redemption of partnership interests                       (4,197)      (1,491)     (26,900)     (32,588)
Income allocated to partners                              23,608       27,860      177,684      229,152
Withdrawals and distributions                             (1,150)     (24,565)     (94,184)    (119,899)
                                                      -----------  -----------  -----------  -----------
TOTAL PARTNERSHIP CAPITAL
   SUBJECT TO MANDATORY
   REDEMPTION, SEPTEMBER 30, 2005                        235,836      138,493      478,217      852,546
Reserve for anticipated withdrawals                      (22,458)      (3,295)     (22,647)     (48,400)
                                                      -----------  -----------  -----------  -----------
Partnership capital subject to mandatory
   redemption, net of reserve for anticipated
   withdrawals, September 30, 2005                     $ 213,378    $ 135,198    $ 455,570    $ 804,146
                                                      ===========  ===========  ===========  ===========

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



                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>
                                                                                             Nine Months Ended
                                                                                     -------------------------------
                                                                                      September 29,     September 30,
(Dollars in thousands)                                                                    2006              2005
--------------------------------------------------------------------------------------------------------------------
<C>                                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                          $     -           $     -
  Adjustments to reconcile net income to net
    cash provided by operating activities -
      Income before allocations to partners                                             290,465           229,152
      Depreciation                                                                       70,248            66,880
  Changes in assets and liabilities:
    Securities purchased under agreements to resell                                    (101,000)           85,000
    Net receivable from customers                                                       212,614           (61,911)
    Net receivable from brokers, dealers and
      clearing organizations                                                                963            15,154
    Receivable from mortgages and loans                                                 131,810            11,036
    Securities owned, net                                                                37,097           (34,584)
    Other assets                                                                         (7,378)          (22,335)
    Payable to depositors                                                              (104,411)          (12,994)
    Accounts payable and accrued expenses                                                33,565            (8,144)
    Accrued compensation and employee benefits                                           46,488            62,370
                                                                                     -----------       -----------
    Net cash provided by operating activities                                           610,461           329,624
                                                                                     -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment, property and improvements, net                                 (56,344)          (59,987)
                                                                                     -----------       -----------
    Net cash used in investing activities                                               (56,344)          (59,987)
                                                                                     -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Bank Loans                                                                           (6,500)            6,500
    (Repayment)/Issuance of Federal Home Loan Bank advances, net                        (30,544)            1,023
    Repayment of long-term debt                                                          (8,472)           (7,313)
    Repayment of subordinated debt                                                      (45,700)          (43,225)
    Issuance of partnership interests                                                    37,701            24,207
    Redemption of partnership interests                                                 (25,468)          (32,588)
    Withdrawals and distributions from partnership capital                             (277,129)         (176,466)
                                                                                     -----------       -----------
      Net cash used in financing activities                                            (356,112)         (227,862)
                                                                                     -----------       -----------
      Net increase in cash and cash equivalents                                         198,005            41,775

CASH AND CASH EQUIVALENTS,
    Beginning of period                                                                 260,841           194,089
                                                                                     -----------       -----------
    End of period                                                                     $ 458,846         $ 235,864
                                                                                     ===========       ===========

Cash paid for interest                                                                $  40,492         $  39,007
                                                                                     ===========       ===========



              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. ("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 and as a
distributor of mutual fund shares. 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. Boone National Savings and Loan Association, F.A. (the "Association"),
a wholly owned subsidiary of the Partnership, made commercial, real estate and
other loans primarily to customers in central Missouri. Additionally, the
Association offered trust services to Edward Jones customers through its
division, the Edward Jones Trust Company. See Sale of the Association's
Banking Business note for information on the sale of the Association's banking
business.

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

Item 1. Financial Statements


The results of operations for the nine months ended September 29, 2006 and
September 30, 2005 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, 2005.

REVENUE RECOGNITION. Customer transactions are recorded on a settlement date
basis, and the related commissions and principal transactions 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 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. The asset-based portion of the Partnership's revenues
related to its interest in the Edward Jones Money Market Fund is also included
in asset fees revenue.

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

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

Interest and dividend income is earned primarily on margin account balances,
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 allocable
to limited, subordinated limited and general partners is considered interest
expense and is classified as a reduction of income before allocations to
partners in the Partnership's statement of income, which results in a
presentation of $0 net income for the nine month periods ended September 29,
2006 and September 30, 2005. 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 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

                                      9

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


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

Partnership capital subject to mandatory redemption, net of reserve for
anticipated withdrawals, of $886,194 consists of $209,409 of limited
partnership capital issued in $1,000 units, $125,010 of subordinated limited
partnership capital and $551,775 of general partnership capital as of
September 29, 2006. 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 $11,800 and $12,100 for the
nine months ended September 29, 2006 and September 30, 2005, 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. Each subordinated limited partner receives a
varying percentage of the net income of the Partnership. 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 September 29, 2006, Edward Jones's Net Capital of $577.0 million was 28.7%
of aggregate debit items and its Net Capital in excess of the minimum required
was $536.8 million. Net Capital after anticipated withdrawals, which are
scheduled subordinated debt payments through March 31, 2007, as a percentage
of aggregate debit items was 28.7%. Net capital and the related capital
percentages may fluctuate on a daily basis.

At September 29, 2006, the Partnership's foreign broker-dealer subsidiaries
and the Edward Jones Trust Company were in compliance with regulatory capital
requirements in the jurisdictions in which they operate.

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


                                      10

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


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 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, 2005, 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.

SALE OF THE ASSOCIATION'S BANKING BUSINESS

On April 4, 2006, the Association, the Partnership and Commerce Bank, N.A.
("Commerce") entered into a Purchase and Assumption Agreement (the "Purchase
Agreement") pursuant to which Commerce agreed to acquire substantially all of
the assets and assume substantially all of the liabilities of the Association
related to its banking business. Under the Purchase Agreement, the Partnership
received a purchase price of $16.2 million adjusted for the Association's net
assets purchased or liabilities assumed by Commerce. The Partnership
recognized an after-tax gain of $8.8 million when the sale closed on July 20,
2006. With the closing of the Purchase Agreement, the Association is no longer
engaged in the business of banking through Boone National Savings and Loan.
The Association was renamed Edward Jones Trust Company and continues the trust
business that was conducted by Edward Jones Trust Company, formerly a division
of the Association.

As of September 29, 2006, the Association's net assets not purchased by
Commerce and remaining on the Consolidated Statements of Financial Condition
aggregated $3.2 million. The Partnership intends to sell these assets. The
income from operations for the discontinued banking business included in
Income before allocation to partners was $0.078 million for the three months
ended September 29, 2006 and $0.618 million for the nine months ended
September 29, 2006. The revenue and expense activity related to the
discontinued operations was not material to the Partnership's financial
results.



                                      11

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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



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 SEPTEMBER 29, 2006 AND
SEPTEMBER 30, 2005

For the third quarter of 2006, net revenue increased 4% ($32.4 million) to
$830.8 million, while income before allocations to partners increased 9% ($8.4
million) to $96.8 million. The Partnership's profit margin based on income
before allocations to partners increased to 11.5% in the third quarter of
2006, from 10.9% in the third quarter of 2005. The Partnership's net revenue
and income before allocations to partners primarily increased due to growth in
customer asset values, higher account and activity fees, higher net interest
income, and recognition of a gain of $8.8 million related to the sale of the
Association's banking operations. Operating expenses increased due primarily
to growth in sales compensation related to the increase in net revenues and to
costs associated with the continued expansion and enhancement of the
Partnership's branch office network. The Partnership added 487 Investment
Representatives ("IRs") during the twelve months ended September 29, 2006,
ending the quarter with 10,121 IRs, an increase of 5% from 9,634 IRs as of
September 30, 2005.

TRADE REVENUE

Trade revenue comprised 55% of net revenue for the third quarter of 2006, down
from 61% for the third quarter of 2005. Conversely, net fee revenue comprised
45% for the third quarter of 2006, up from 39% in the third quarter of 2005.

Trade revenue of $453.6 million decreased 6% ($27.4 million) during the third
quarter of 2006 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 which,
in general, individually generate more than $50 (fifty dollars) in trade
revenue) and five fewer days in the third quarter of 2006. This was offset by
a 1% increase in customer dollars invested to $20.0 billion in the third
quarter of 2006. The Partnership's margin earned on each $1,000 invested
decreased to $22.60 for the third quarter of 2006 from $24.20 in 2005. Quarter
over quarter, customer dollars invested shifted to shorter term fixed income
products reducing the margin earned on each $1,000 invested.


                                      12

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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



Commissions revenue decreased 9% ($37.8 million) for the third quarter of 2006
to $374.4 million. Customers invested $12.7 billion in commissions
transactions in the third quarter of 2006 compared to $14.0 billion in the
third quarter of 2005, a 9% decrease, due primarily to the five fewer days in
this quarter. Revenue from mutual fund commissions decreased 9% ($24.7
million) and revenue from equities decreased 17% ($14.4 million), representing
substantially all of the decrease in commissions revenue. The following table
summarizes commissions revenue quarter over quarter:

<TABLE>
<CAPTION>
                                            Quarter ended (in millions)
                                  --------------------------------------------
                                      September 29,         September 30,
                                          2006                  2005
                                  -------------------- ----------------------
<C>                               <C>                  <C>
Mutual funds                        $           245.6    $             270.3
Equities                                         72.6                   87.0
Insurance                                        56.1                   54.7
Corporate bonds                                   0.1                    0.2
                                  -------------------- ----------------------
                                    $           374.4    $             412.2
                                  ==================== ======================
</TABLE>


Principal transactions revenue increased 23% ($13.8 million) to $74.4 million
during the third quarter of 2006 due primarily to an increase in customer
dollars invested. Customers invested $7.0 billion in principal transactions in
the third quarter of 2006 compared to $5.5 billion in the third quarter of
2005, an increase of 28%. The Partnership's margin earned on principal
transactions on each $1,000 invested remained relatively consistent at $10.10
during the third quarter of 2006 and $10.20 during the third quarter of 2005.
Revenue from corporate bonds increased 142% ($16.8 million), certificates of
deposit increased 30% ($2.7 million), municipal bonds increased 3% ($0.7
million), and government bonds increased 11% ($0.6 million), while
collateralized mortgage obligations decreased 52% ($3.8 million) and unit
investment trusts decreased 48% ($3.2 million). The following table summarizes
principal transaction revenue quarter over quarter:

<TABLE>
<CAPTION>
                                                  Quarter ended (in millions)
                                         -------------------------------------------
                                             September 29,        September 30,
                                                 2006                 2005
                                         -------------------- ----------------------
<C>                                      <C>                  <C>
Corporate bonds                            $            28.6    $              11.8
Municipal bonds                                         21.1                   20.4
Certificates of deposit                                 11.7                    9.0
Government bonds                                         6.1                    5.5
Collateralized mortgage obligations                      3.5                    7.3
Unit investment trusts                                   3.4                    6.6
                                         -------------------- ----------------------
                                           $            74.4    $              60.6
                                         ==================== ======================
</TABLE>


Investment banking revenue decreased 41% ($3.3 million) during the third
quarter of 2006 to $4.8 million, due primarily to a decrease in municipal
offerings in the current quarter.



                                      13

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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


NET FEE REVENUE

Net fee revenue, which is Fee Revenue net of Interest expense, increased 19%
($59.8 million) to $377.2 million during the third quarter of 2006. Asset fees
increased 18% ($32.7 million) to $219.1 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 $48.1 billion or 23% to $261.4 billion in the third quarter
of 2006 compared to $213.3 billion in the third quarter of 2005.

Account and activity fees of $93.5 million increased 13% ($11.0 million)
quarter over quarter. Revenue received from sub-transfer agent services
performed for mutual fund companies increased 15% ($7.6 million) to $57.6
million, due to an 18% increase in the number of customer accounts for which
the Partnership provides mutual fund sub-transfer agent services. Other
revenue of $14.8 million increased 87% ($6.9 million) quarter over quarter
primarily due to the $8.8 million after-tax gain recognized on the sale of the
Association's banking operations.

Net interest and dividend income increased 23% ($9.1 million) to $49.8 million
during the third quarter of 2006 due primarily to an increase in interest
rates and an increase in volume of securities purchased under agreements to
resell. Interest income from customer loans increased 7% ($3.2 million). The
average rate earned on customer loan balances increased due to the increase in
short-term interest rates during the past year to 9.12% during the third
quarter of 2006 from 7.33% during the third quarter of 2005, while the average
customer margin loan balances decreased 14% ($338.3 million) to $2.1 billion.
Interest income from securities purchased under agreements to resell increased
250% ($7.1 million) to $10.0 million. The average rate on these balances
increased to 5.18% during the third quarter of 2006 from 3.36% during the
third quarter of 2005, and the average investment balance increased 167%
($441.2 million) to $705.4 million.

Operating expenses increased 3% ($24.0 million) to $734.0 million during the
third quarter of 2006. Compensation and benefits costs increased 4% ($18.3
million) to $493.9 million. Within compensation and benefits costs, sales
compensation increased 2% ($6.1 million) due to increased revenues, and IR
salary and subsidy increased 37% ($6.2 million) due to new IR compensation
programs. Headquarters and branch payroll expense increased 8% ($11.7 million)
due to increased salary and medical costs for existing personnel and
additional support in HQ and the branches as the Partnership grows its sales
force. Variable compensation, including bonuses and profit sharing paid to
IRs, branch office assistants and headquarters associates, which expands and
contracts in relation to revenues, income before allocations to partners and
the Partnership's related profit margin, decreased 9% ($5.5 million). On a
full time equivalent basis, the Partnership had 4,168 headquarters associates
and 10,526 branch staff associates as of September 29, 2006, compared to 4,026
headquarters associates and 10,055 branch staff associates as of September 30,
2005.

Communications and data processing expense increased 9% ($6.0 million) during
the third quarter of 2006 due primarily to the 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. Legal
expenses decreased 58% ($12.9 million) during the third quarter of 2006
primarily due to reduced costs associated with legal matters. (See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in the Partnership's Annual Report on Form 10-K for the
Fiscal year ended December 31, 2005 and Part II, Item 1 "Legal Proceedings" in
this Form 10-Q 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 NINE MONTHS ENDED SEPTEMBER 29, 2006 AND
SEPTEMBER 30, 2005

For the first nine months of 2006, net revenue increased 11% ($248.2 million)
to $2.559 billion, while income before allocations to partners increased 27%
($61.3 million) to $290.5 million. The Partnership's profit margin based on
income before allocations to partners increased to 11.2% for the first nine
months of 2006, from 9.7% in the first nine months of 2005. The Partnership's
net revenue and income before allocations to partners 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 net
interest income, recognition of gains of $20.4 million comprised of $8.8
million on the sale of the Association's banking operations, $5.1 million on
the exchange of its NYSE membership for shares as a result of the merger
between the NYSE and Archipelago, and $6.5 million from the sale of the
Partnership's interest in the investment advisor to Federated's Capital Income
Fund. Operating expenses increased due primarily to growth in sales
compensation related to the increase in net revenues and costs associated with
the continued expansion and enhancement of the Partnership's branch office
network.

TRADE REVENUE

Trade revenue comprised 57% of net revenue for the first nine months of 2006,
down from 61% for the first nine months of 2005. Conversely, net fee revenue
comprised 43% for the first nine months of 2006, up from 39% in the
corresponding period.

Trade revenue of $1.463 billion increased 4% ($59.8 million) during the first
nine months of 2006 compared to the same period in the prior year. Trade
revenue increased due primarily to an increase in customer dollars invested
partially offset by a lower average gross margin earned on customer dollars
invested when compared to the first nine months of 2005. Total customer
dollars invested were $62.0 billion during the first nine months of 2006, a
10% ($5.8 billion) increase from the first nine months of 2005. The
Partnership's margin earned on each $1,000 invested decreased to $23.60 for
the first nine months of 2006 from $24.90 in 2005. Year over year, customer
dollars invested shifted to shorter term fixed income products reducing the
margin earned on each $1,000 invested.

Commissions revenue increased 3% ($30.6 million) for the first nine months of
2006 to $1.232 billion. Commissions revenue increased year over year due
primarily to a 3% ($1.4 billion) increase in customer dollars invested to
$41.5 billion. Underlying the increase in commissions revenues, mutual fund
commissions increased 4% ($27.8 million) and insurance commissions increased
7% ($10.8 million). This was offset by a 3% ($8.1 million) decrease in equity
commissions. The following table summarizes commissions revenue year over
year:


<TABLE>
<CAPTION>
                                       Nine months ended (in millions)
                                -------------------------------------------
                                    September 29,        September 30,
                                        2006                 2005
                                -------------------- ----------------------
<C>                               <C>                  <C>
Mutual funds                      $           826.5    $             798.7
Equities                                      237.5                  245.6
Insurance                                     167.4                  156.6
Corporate bonds                                 0.5                    0.5
                                -------------------- ----------------------
                                  $         1,231.9    $           1,201.4
                                ==================== ======================
</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 increased 20% ($34.1 million) to $208.6 million
during the first nine months of 2006 due primarily to an increase in customer
dollars invested offset by 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 $9.90 during the first nine months of 2006 from
$10.80 during the first nine months of 2005. Customers invested $20.5 billion
in principal transactions in the first nine months of 2006 compared to $15.1
billion in the first nine months of 2005, an increase of 36%. Revenue from
municipal bonds increased 16% ($9.2 million), corporate bonds increased 89%
($33.2 million), certificates of deposit increased 26% ($6.5 million),
government bonds increased 16% ($2.6 million), while collateralized mortgage
obligations decreased 48% ($9.4 million) and unit investment trust decreased
43% ($8.0 million). The following table summarizes principal transaction
revenue year over year:

<TABLE>
<CAPTION>
                                                 Nine months ended (in millions)
                                          --------------------------------------------
                                               September 29,        September 30,
                                                   2006                 2005
                                          --------------------- ----------------------
<C>                                         <C>                   <C>
Corporate bonds                             $             70.7    $              37.5
Municipal bonds                                           66.3                   57.0
Certificates of deposit                                   32.0                   25.5
Government bonds                                          19.0                   16.4
Unit investment trusts                                    10.5                   18.5
Collateralized mortgage obligations                       10.1                   19.6
                                          --------------------- ----------------------
                                            $            208.6    $             174.5
                                          ===================== ======================
</TABLE>


Investment banking revenue decreased 18% ($4.8 million) during the first nine
months of 2006 to $22.4 million, due primarily to a decrease in municipal
offerings.

NET FEE REVENUE

Net fee revenue, which is Fee Revenue net of Interest expense, increased 21%
($188.3 million) to $1.096 billion during the first nine months of 2006. Asset
fees increased 21% ($110.1 million) to $638.4 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 23% ($47.4 billion) to $251.9 billion in the first
nine months of 2006 compared to $204.5 billion in the first nine months of
2005.

Account and activity fees of $278.1 million increased 11% ($27.1 million) year
over year. Revenue received from sub-transfer agent services performed for
mutual fund companies increased 16% ($23.0 million) to $168.6 million. The
number of customer accounts for which the Partnership provides mutual fund
sub-transfer agent services increased by 18%. Other revenue of $35.5 million
increased 90% ($16.8 million) year over year. Results for 2006 include an $8.8
million gain from the sale of the Association's banking operations, 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. Additionally, in 2005,
the Partnership recognized a $1.6 million unrealized gain on investment
securities whereas in 2006, the Partnership recognized a $0.5 million
unrealized loss on investment securities.

                                      16

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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


Net interest and dividend income increased 31% ($34.4 million) to $144.1
million during the first nine months of 2006 due primarily to an increase in
interest rates and an increase in volume of securities purchased under
agreements to resell. Interest income from customer loans increased 14% ($17.4
million). The average rate earned on customer loan balances increased due to
the increase in short-term interest rates during the past year to 8.75% during
the first nine months of 2006 from 6.88% during the first nine months of 2005,
while the average customer loan balance decreased 11% ($260.6 million) to $2.2
billion. Interest income from securities purchased under agreement to resell
increased 307% ($18.4 million) to $24.3 million. The average rate on these
balances increased to 4.82% during the first nine months of 2006 from 2.88%
during the first nine months of 2005, and the average investment balance
increased 175% ($396.1 million) to $622.0 million.

Operating expenses increased 9% ($186.8 million) to $2.269 billion during the
first nine months of 2006. Compensation and benefits costs increased 11%
($150.8 million) to $1.528 billion. Within compensation and benefits costs,
sales compensation increased 11% ($78.6 million) due to increased revenues,
and IR salary and subsidy increased 32% ($15.5 million) due to new IR
compensation programs. Variable compensation, including bonuses and profit
sharing paid to IRs, branch office assistants and headquarters' associates,
which expands and contracts in relation to revenues, income before allocations
to partners and the Partnership's related profit margin increased 13% ($22.4
million). Headquarters and branch payroll expense increased 8% ($33.8 million)
due to increased salary and medical costs for existing personnel and
additional support in HQ and the branches as the Partnership increased its
sales force.

Occupancy and equipment expense increased 6% ($12.1 million) during the first
nine months of 2006 due primarily to the growth in the number of branch
offices as the Partnership expands its sales force and the accrual in 2006's
second quarter of $3.6 million of additional expense related to the planned
sublease of excess space in the Canada headquarter building. Other operating
expenses increased 15% ($13.1 million) primarily due to increased travel and
entertainment costs and Managed Account Program ("MAP") money manager expense
due to increased MAP assets.

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, 2005, 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, 2005, and Part II, Item 1 "Legal Proceedings" in this Form
10-Q.

                                      17

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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


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.

The Partnership derived 66% of its total revenue from sales and services
related to mutual fund and annuity products in the first nine months of 2006
and 67% in the first nine months of 2005, with 30% of its total revenue for
the first nine months of 2006 and 31% in the first nine months of 2005 from
one mutual fund vendor. Significant reductions in the revenues from these
mutual fund sources could have a material impact on the Partnership's results
of operations.

LIQUIDITY AND CAPITAL RESOURCES

The Partnership's capital subject to mandatory redemption at September 29,
2006, excluding the reserve for anticipated withdrawals, was $886.2 million,
compared to $802.6 million at December 31, 2005. The increase is primarily due
to the retention of General Partner earnings ($71.4 million) and the issuance
of general partners and subordinated limited partner interests ($29.7 million
and $8.0 million, respectively), offset by redemption of general partner,
subordinated limited partner and limited partner interests ($4.4 million,
$18.2 million and $2.8 million, respectively).

At September 29, 2006, the Partnership had $458.8 million in cash and cash
equivalents. 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 September 29, 2006.

The Partnership believes that the liquidity provided by existing cash
balances, other highly liquid assets and borrowing arrangements will be
sufficient to meet the Partnership's capital and liquidity requirements.
Depending on conditions in the capital markets and other factors, the
Partnership will, from time to time, consider the issuance of debt, the
proceeds from 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, long-term secured debt and
operating leases under which the Partnership rents facilities.

On August 21, 2006 the Partnership filed a Form S-8 with the Securities and
Exchange Commission to register $325 million additional Limited Partnership
Interests for sale to current employees of the Partnership. The Partnership
commenced an offering of approximately $315 million in October; however, the
actual amount of interests purchased by employees will not be known until
completion of the offering in December. The Partnership intends to issue the
interests sold on January 2, 2007. The funds received will be for general
purposes.

There were no significant changes in the Partnership's financial commitments
and obligations for the nine months ended September 29, 2006.

                                      18

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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


For the nine months ended September 29, 2006, cash and cash equivalents
increased $198.0 million. Cash provided by operating activities was $610.5
million. The primary sources of cash from operating activities include income
before allocations to partners adjusted for depreciation, a decrease in net
receivable from customers, a decrease in receivable from mortgages and loans,
and a decrease in payable to depositors. These increases to cash and cash
equivalents were partially offset by an increase in securities purchased under
agreements to resell and a decrease in accounts payable and accrued expenses
and accrued compensation and employee benefits. Cash used in investing
activities was $56.3 million consisting primarily of capital expenditures
supporting the growth of the Partnership's operations. Cash used in financing
activities was $356.1 million, consisting primarily of partnership withdrawals
and distributions ($277.1 million), repayment of subordinated debt ($45.7
million), repayment of the Federal Home Loan Bank advances ($30.5 million),
and redemption of partnership interests ($25.5 million). This is offset by
issuance of partnership interests ($37.7 million).

As a result of its activities as a broker-dealer, Edward Jones, the
Partnership's principal subsidiary, is subject to the Net Capital provisions
of Rule 15c3-1 of the Securities Exchange Act of 1934 and the capital rules of
the NYSE. Under the alternative method permitted by the rules, Edward Jones
must maintain minimum Net Capital, as defined, equal to the greater of $0.250
million or 2% of aggregate debit items arising from customer transactions. The
Net Capital rules also provide that partnership capital may not be withdrawn
if resulting Net Capital would be less than 5% of aggregate debit items.
Additionally, certain withdrawals require the consent of the SEC to the extent
they exceed defined levels, even though such withdrawals would not cause Net
Capital to be less than 5% of aggregate debit items. At September 29, 2006,
Edward Jones's Net Capital of $577.0 million was 28.7% of aggregate debit
items and its Net Capital in excess of the minimum required was $536.8
million. Net Capital after anticipated withdrawals, which are scheduled
subordinated debt principal payments through March 31, 2007, as a percentage
of aggregate debit items was 28.7%. Net capital and the related capital
percentage may fluctuate on a daily basis.


CRITICAL ACCOUNTING POLICIES

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

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

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

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


                                      19

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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


The Partnership provides for potential losses that may arise out of
litigation, regulatory proceedings and other contingencies to the extent that
such losses are probable and can be estimated, in accordance with SFAS No. 5,
"Accounting for Contingencies". The Partnership regularly monitors its
exposures for potential losses. The Partnership's total liability with respect
to litigation 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.

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, 2005.

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.

NEW ACCOUNTING STANDARDS

On September 15, 2006, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines
fair value, establishes a framework for measuring fair value under generally
accepted accounting principles ("GAAP"), and enhances disclosures about fair
value measurements. SFAS 157 retains the exchange price notion and clarifies
that the exchange price is the price that would be received for an asset or
paid to transfer a liability (an exit price) in an orderly transaction between
market participants on the measurement date. SFAS 157 is effective for the
Partnership's financial statements for the year beginning on January 1, 2008,
with earlier adoption permitted. The Partnership is currently evaluating the
effect of SFAS 157 and does not expect it to have a material impact on its
consolidated financial condition, results of operations, or cash flows.

On September 13, 2006, the SEC issued Staff Accounting Bulletin No. 108 ("SAB
108"). SAB 108 expressed the SEC Staff's views regarding the process of
quantifying financial statement misstatements. SAB 108 states that in
evaluating the materiality of financial statement misstatements, the impact of
correcting misstatements, including both the carryover and reversing effects
of prior year misstatements, must be quantified on the current year financial
statements. SAB 108 is effective for the year ended December 31, 2006. Under
certain circumstances, prior year financial statements will not have to be
restated and the effects of initially applying SAB 108 on prior years will be
recorded as a cumulative effect adjustment. The Partnership has determined
that the implementation of SAB 108 will have no effect on its consolidated
financial condition, results of operations, or cash flows.

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


                                      20

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION

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


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.





                                      21

<PAGE>
<PAGE>

                         PART I. FINANCIAL INFORMATION


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

The Partnership is exposed to market risk from changes in interest rates. Such
changes in interest rates impact the income from interest earning assets,
primarily receivables from customers on margin balances, and may have an
impact on the expense from liabilities that finance these assets. At September
29, 2006, amounts receivable from customers were $2.098 billion. Liabilities
include amounts payable to customers and other interest and non-interest
bearing liabilities.

Under current market conditions and based on current levels of interest
earning assets and the liabilities that finance these assets, the Partnership
estimates that a 100 basis point increase in short-term interest rates could
increase its annual net interest income by approximately $17.5 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 $29.0 million. A decrease in short-term interest rates has a
more significant impact on net interest income because under the current low
interest rate environment, the Partnership's interest bearing liabilities are
less sensitive to changes in short-term interest rates compared to its
interest earning assets.

There were no material changes in the Partnership's exposure to market risk
and changes in interest rates during the nine months ended September 29, 2006
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.



                                      22

<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, 2005, and Part II, Item 1 "Legal Proceedings" in the
Partnership's Quarterly Report on Form 10-Q for the fiscal quarters ended
March 31, 2006 and June 30, 2006:

Spahn IRA, et al v. Edward D. Jones & Co., L.P., et al.; Enriquez, et al v.
Edward D. Jones & Co., L.P., et al.; Bressler, et al v. Edward D. Jones & Co.,
L.P. - The Partnership has entered into a preliminary settlement agreement
(the "Preliminary Settlement Agreement") related to two class action suits
filed against Edward Jones pending in the United States District Court for the
Eastern District of Missouri, Spahn and Enriquez, and, in the United States
District Court for the Central District of California, Bressler. The
Preliminary Settlement Agreement with the plaintiffs and putative classes in
the class actions (the "Settlement Class") provides for the release of all
claims, debts and causes of action related to certain revenue sharing payments
received by the Partnership, fees and commissions received by the Partnership
for mutual fund trades, shelf-space arrangements, directed brokerage
transactions, shareholder accounting fees and mutual fund trades generally.
The preliminary settlement is subject to a number of further court proceedings
and contingencies such that it is not certain that the preliminary settlement
will become final. If the preliminary settlement does not become final, then
the Partnership faces the possible legal risk of adjudicating the claims for
damages that currently equal or exceed the amount of revenue sharing from 1999
through 2004.

Pursuant to the Preliminary Settlement Agreement, the Settlement Class
includes all persons who purchased and/or held any Preferred Family mutual
funds from January 1, 1999 through December 31, 2004. The Partnership agreed
to pay $55 million to compensate former customers and to pay attorney fees and
costs. Additionally, the Partnership would issue $72.5 million of credit
vouchers to current customers that may be applied to certain future trades and
account fees. The $72.5 million in credit vouchers would be allocated to
current customers and may be redeemed by customers ratably over three years.
Any credit voucher not redeemed during the applicable year would expire at the
end of the redemption period. The $55 million cash component of the settlement
and related administrative costs will be charged against previously
established legal expense accruals. The $72.5 million non-cash credit voucher
component will be recognized as an expense in the periods in which they are
redeemed by customers. The Partnership agreed to assume the cost of notice and
administration of the settlement. The Preliminary Settlement Agreement must be
court approved before going forward with the distribution.

The People of the State of California v. Edward D. Jones & Co., L.P., et al. -
The court has granted the Partnership's motion to dismiss and dismissed the
lawsuit, and further denied the Attorney General's request for
reconsideration. The California Attorney General has filed a notice of appeal.

Booher, et al. v. Edward D. Jones & Co., L.P., et al.; Ellis v. Edward D.
Jones & Co., L.P. - These lawsuits have been consolidated. As amended, the
consolidated complaint is brought as a putative class action on behalf of all
present and former investment representatives in Pennsylvania and throughout
the United States. The lawsuit also consists of three separate causes of
action arising from claims that Edward Jones failed to comply with the FLSA.
Specifically, it is alleged that Edward Jones failed to pay overtime in
compliance with such laws, unlawfully deducted business expenses from the
wages of investment representatives, failed to provide mandatory meal and rest
periods in violation of FLSA, and failed to pay Pennsylvania investment
representatives overtime in accordance with Pennsylvania's Minimum Wage Act
and the Pennsylvania Wage Payment Collection Law. No class has yet been
certified.


                                      23

<PAGE>
<PAGE>

                          PART II. OTHER INFORMATION


Edward Jones Exchange Traded Funds ("ETFs") - The NYSE has undertaken an
investigation of this prospectus delivery failure, and has indicated that it
is considering taking disciplinary action. Edward Jones continues to cooperate
with the NYSE investigation. Edward Jones has completed a rescission offer to
all affected customers, and has returned the purchase price (with interest) to
those clients who accepted the rescission offer resulting in refunds of
approximately $2.3 million, which was charged against previously established
expense accruals.

Net Asset Value (NAV)- The NASD is examining the practices of certain
broker/dealers, including Edward Jones, 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) if they were
making the purchase with proceeds from the redemption of the shares of another
fund family and that redemption had taken place within a specified period of
time of the purchase, typically 30, 60 or 90 days. The NASD is investigating
whether EDJ and other broker/dealers complied with the terms of the
prospectuses with respect to these NAV transfer programs. The Partnership has
submitted a Letter of Acceptance, Waiver and Consent ("AWC") to the NASD in
settlement of the matter which the Partnership expects NASD to approve and
which will require the Partnership to refund all sales charges paid by the
customer as well as, in the case of B and C share purchases, the differential
in 12b-1 fees and a $0.250 million fine and censure. The Partnership estimates
it will refund approximately $25 million, which will be charged against
previously established legal expense accruals.

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, 2005.






                                      24

<PAGE>
<PAGE>

                          PART II. OTHER INFORMATION





ITEM 6.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number               Page              Description
<C>                  <C>               <C>
  3.1                 *                Sixteenth Amended and Restated Agreement
                                       of Registered Limited Liability Limited
                                       Partnership of The Jones Financial
                                       Companies, L.L.L.P., dated as of May
                                       12, 2006, incorporated 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.              27-28               Certification pursuant to 18 U.S.C.
                                       section 1350, as adopted pursuant to
                                       section 302 of the Sarbanes-Oxley act
                                       of 2002.

  32.              29-30               Certification pursuant to 18 U.S.C.
                                       section 1350, as adopted pursuant to
                                       section 906 of the Sarbanes-Oxley act
                                       of 2002.




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




                                      25

<PAGE>
<PAGE>


                                  SIGNATURES




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

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

Date: November 13, 2006             /s/ James D. Weddle
                             ---------------------------------------------------
                                        James D. Weddle, Chief Executive Officer


Date: November 13, 2006             /s/ Steven Novik
                             ---------------------------------------------------
                                        Steven Novik, Chief Financial Officer








                                      26