<PAGE>
<PAGE>

                  SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549

                       ______________________

                              FORM 10-Q

           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

               OF THE SECURITIES EXCHANGE ACT OF 1934



          For the quarterly period ended SEPTEMBER 25, 1998
                   Commission file number 0-16633


               THE JONES FINANCIAL COMPANIES, L.L.L.P.
____________________________________________________________________
     (Exact name of registrant as specified in its charter)
                             
       MISSOURI                                 43-1450818
____________________________________________________________________
       (State or other jurisdiction of          (IRS Employer
       incorporation or organization)           Identification No.)

       12555 Manchester Road
       St. Louis, Missouri                      63131 
_____________________________________________________________________
       (Address of principal executive offices) (Zip Code)


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

     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  
                   ____                ____


               As of the filing date, there are no voting
          securities held by non-affiliates of the Registrant.<PAGE>
<PAGE>

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

                                   INDEX
                                                                     Page
                                                                   Number
Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

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

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations . . . . . . . . . . . . .10



Part II.  OTHER INFORMATION

Item 1.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .15

          Signatures. . . . . . . . . . . . . . . . . . . . . . . . . .16

                                   2<PAGE>
<PAGE>

Part 1.                  FINANCIAL INFORMATION

Item 1.   Financial Statements

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

               CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                                  ASSETS
                               (Unaudited)
<CAPTION>
                                                  September 25,  December 31,
(Amounts in thousands)                                1998           1997
-----------------------------------------------------------------------------
<S>                                                 <C>            <C>
Cash and cash equivalents                           $   91,901     $   61,738

Securities purchased under agreements to resell         35,000          1,450

Receivable from:
   Customers                                         1,132,854        894,509
   Brokers or dealers and clearing
       organizations                                    24,834         26,449
   Mortgages and loans                                  68,715         70,545

Securities owned, at market value:
   Inventory securities                                 70,192         63,407
   Investment securities                               154,880        171,087

Equipment, property and improvements, net              191,755        187,540

Other assets                                            97,908         78,073
                                                    ----------     ----------

TOTAL ASSETS                                        $1,868,039     $1,554,798

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

                                   3





<PAGE>
<PAGE>

Part 1.                  FINANCIAL INFORMATION

Item 1.   Financial Statements

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

                 CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                     LIABILITIES AND PARTNERSHIP CAPITAL
                                 (Unaudited)
<CAPTION>                                                            
                                                       September 25,   December 31,
(Amounts in thousands)                                     1998            1997
-----------------------------------------------------------------------------------
<S>                                                       <C>            <C>
Bank loans                                                $    4,000     $   19,000

Payable to:
   Customers                                                 805,069        664,874
   Brokers or dealers and clearing organizations              60,846         34,100
   Depositors                                                 70,159         67,588

Securities sold but not yet purchased, at market value        16,408         17,198

Accounts payable and accrued expenses                         76,415         59,472

Accrued compensation and employee benefits                   171,435        117,565

Long-term debt                                                44,124         53,350
                                                          ----------     ----------

                                                           1,248,456      1,033,147

Liabilities subordinated to claims of general creditors      200,275        216,500

Partnership capital                                          392,870        277,228

Partner's capital reserved for anticipated withdrawals        26,438         27,923
                                                          ----------     ----------

                                                             419,308        305,151
                                                          ----------     ----------

TOTAL LIABILITIES AND PARTNERSHIP CAPITAL                 $1,868,039     $1,554,798

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

Part 1.               FINANCIAL INFORMATION

Item 1.   Financial Statements

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

                                   CONSOLIDATED STATEMENT OF INCOME
                                              (Unaudited)
<CAPTION>
                                                        Three Months Ended      Nine Months Ended 
(Amounts in thousands,                                Sept. 25,   Sept. 26,   Sept. 25,   Sept. 26,
except per unit information)                            1998        1997        1998         1997
---------------------------------------------------------------------------------------------------
<S>                                                   <C>         <C>        <C>           <C>
Revenues:
  Commissions                                         $242,821    $203,009   $  730,216    $555,428
  Principal transactions                                38,250      36,539      105,023     134,728
  Investment banking                                     9,610       4,682       30,282      10,982
  Interest and dividends                                30,890      23,650       84,017      64,880
  Gain (loss) on investment                             (1,200)          -       39,795           -
  Other                                                 36,891      22,946       93,621      65,623
                                                      --------    --------   ----------    --------  

                                                       357,262     290,826    1,082,954     831,641
                                                      --------    --------   ----------    --------  
Expenses:
  Compensation and benefits                            213,160     167,244      612,188     475,613
  Occupancy and equipment                               37,401      34,040      111,242      97,109
  Communications and data processing                    21,887      18,924       60,183      56,591
  Interest                                              12,016      10,993       34,463      32,167
  Payroll and other taxes                                9,029       6,718       33,528      25,887
  Floor brokerage and clearance fees                     2,399       2,234        6,823       5,910
  Other operating expenses                              21,817      19,124       66,473      54,607
                                                      --------    --------   ----------    --------  
                                                                                                   
                                                       317,709     259,277      924,900     747,884
                                                      --------    --------   ----------    --------  

  Net income                                          $ 39,553    $ 31,549   $  158,054    $ 83,757
                                                      ========    ========   ==========    ========  
Net income allocated to:
  Limited partners                                       6,217       4,551   $   20,314    $ 12,172
  Subordinated limited partners                          3,531       3,268       16,360       8,942
  General partners                                      29,805      23,730      121,380      62,643
                                                      --------    --------   ----------    --------  

                                                      $ 39,553    $ 31,549   $  158,054    $ 83,757
                                                      ========    ========   ==========    ========  
Net income per weighted average $1,000
equivalent partnership units outstanding:
  Limited partners                                    $  51.18    $  48.67   $   204.53    $ 129.14
                                                      ========    ========   ==========    ========  

  Subordinated limited partners                       $  78.65    $  87.29   $   370.96    $ 239.78
                                                      ========    ========   ==========    ========  
Weighted average $1,000 equivalent 
partnership units outstanding:
  Limited partners                                     121,464      93,501       99,319      94,255
                                                      ========    ========   ==========    ========  

  Subordinated limited partners                         44,896      37,446       44,026      37,294
                                                      ========    ========   ==========    ========  

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

                                   5
<PAGE>
<PAGE>

Part 1.                  FINANCIAL INFORMATION

Item 1.   Financial Statements

<TABLE>
                         THE JONES FINANCIAL COMPANIES, L.L.L.P.
                          CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
<CAPTION>
                                                                 Nine Months Ended
                                                           September 25,  September 26,
(Amounts in thousands)                                         1998           1997 
---------------------------------------------------------------------------------------
<S>                                                           <C>             <C>
Cash Flows Provided by Operating Activities:
   Net income                                                 $ 158,054       $  83,757
      Adjustments to reconcile net income to 
         net cash provided by operating activities:
      Depreciation and amortization                              31,767          28,023
      Gain on investment                                        (34,762)              -
      (Increase) decrease in securities purchased under
         agreements to resell                                   (33,550)        129,550
      Increase in net receivable from customers                 (98,150)       (186,631)
      Increase/decrease in net payable to/receivable from
         brokers or dealers and clearing organizations           28,361           5,703
      Decrease (increase) in receivable from 
         mortgages and loans                                      1,830          (6,960)
      Decrease in securities owned, net                           8,632           2,747
      Increase in payable to depositors                           2,571           2,228
      Increase in accounts payable and 
         accrued expenses                                        70,813          48,384
      Other assets                                              (20,668)         (6,594)
                                                              ---------       ---------
      Net cash provided by operating activities                 114,898         100,207
                                                              ---------       ---------

Cash Flows used by Investing Activities:
   Proceeds from sale of investment                              35,595               -
   Purchase of equipment, property and improvements             (35,982)        (40,108)
                                                              ---------       ---------
   Net cash used by investing activities                           (387)        (40,108)
                                                              ---------       ---------
                                                                                       
   
Cash Flows Used by Financing Activities:
   (Decrease) increase in bank loans                            (15,000)          3,250
   Repayment of long-term debt                                   (9,226)        (11,856)
   Repayment of subordinated debt                               (16,225)              -
   Contributions of partnership capital                          69,848           8,833
   Redemption of partnership interests                           (1,704)         (3,032)
   Withdrawals and distributions from
      partnership capital                                      (112,041)        (76,502)
                                                              ---------       ---------
   Net cash used by financing activities                        (84,348)        (79,307)
                                                              ---------       ---------
   Net increase (decrease) in cash and cash equivalents          30,163         (19,208)
   

Cash and Cash Equivalents, beginning of period                   61,738          64,858
                                                              ---------       ---------
Cash and Cash Equivalents, end of period                      $  91,901       $  45,650
                                                              =========       =========


Cash paid for interest                                        $  34,565       $  31,511
                                                              =========       =========
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   6
<PAGE>
<PAGE>


Part 1.                 FINANCIAL INFORMATION

Item 1.   Financial Statements

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

              CONSOLIDATED STATEMENT OF CHANGES IN PARTNERSHIP CAPITAL
             NINE MONTHS ENDED SEPTEMBER 25, 1998, AND SEPTEMBER 26, 1997
                                    (Unaudited)
<CAPTION>
                                                  Subordinated
                                         Limited       limited        General
                                     partnership   partnership    partnership    
(Amounts in thousands)                   capital       capital        capital       Total
-----------------------------------------------------------------------------------------
<S>                                     <C>           <C>            <C>         <C>
Balance, December 31, 1996              $ 95,807      $ 29,178       $123,172    $248,157

Issuance of partnership interests              -         8,833              -       8,833

Redemption of partnership interests       (2,468)         (564)             -      (3,032)

Net income                                12,172         8,942         62,643      83,757

Withdrawals and distributions             (6,365)       (8,202)       (39,974)    (54,541)

Reserved for anticipated withdrawals      (5,807)         (741)        (5,380)    (11,928)
                                        --------      --------       --------    --------

Balance, September 26, 1997             $ 93,339      $ 37,446       $140,461    $271,246

=========================================================================================

Balance, December 31, 1997              $ 92,965      $ 37,446       $146,817    $277,228

Issuance of partnership interests         62,265         7,583              -      69,848

Redemption of partnership interests       (1,571)         (133)             -      (1,704)

Net income                                20,314        16,360        121,380     158,054

Withdrawals and distributions             (4,431)      (15,664)       (64,023)    (84,118)

Reserved for anticipated withdrawals     (16,289)         (696)        (9,453)    (26,438)
                                        --------      --------       --------    --------

Balance, September 25, 1998             $153,253      $ 44,896       $194,721    $392,870

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

                                   7                                  

<PAGE>
<PAGE>

Part I.               FINANCIAL INFORMATION

Item 1.  Financial Statements


            THE JONES FINANCIAL COMPANIES, A MISSOURI 
             LIMITED LIABILITY LIMITED PARTNERSHIP
                             
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Unaudited)
                    (Amounts in thousands)

BASIS OF PRESENTATION

    The accompanying consolidated financial statements include the
accounts of The Jones Financial Companies, L.L.L.P. and all wholly owned
subsidiaries (The "Partnership").  All material intercompany balances
and transactions have been eliminated.  Investments in nonconsolidated
companies which are at least 20% owned are accounted for under the
equity method.

    The Partnership's principal operating subsidiary, Edward D. Jones
& Co., L.P. ("EDJ"), is engaged in business as a registered
broker/dealer primarily serving individual investors.  The Partnership
derives its revenues from the sale of listed and unlisted securities and
insurance products, investment banking and principal transactions, and
is a distributor of mutual fund shares.  The Partnership conducts
business throughout the United States, Canada, and the United Kingdom
with its customers, various brokers and dealers, clearing organizations,
depositories and banks.

    The financial statements have been prepared under the accrual
basis of accounting which requires the use of certain estimates by
management in determining the Partnership's assets, liabilities,
revenues and expenses.

    The financial information included herein is unaudited.  However,
in the opinion of management, such information includes all adjustments,
consisting solely of normal recurring accruals, which are necessary for
a fair presentation of the results of interim operations.

    The results of operations for the nine months ended September 25,
1998, are not necessarily indicative of the results to be expected for
the full year.

NET CAPITAL REQUIREMENTS

    As a result of its activities as a broker/dealer, EDJ is subject
to the Net Capital provisions of Rule 15c3-1 of the Securities Exchange
Act of 1934 and the capital rules of the New York Stock Exchange.  Under
the alternative method permitted by the rules, EDJ must maintain minimum
Net Capital, as defined, equal to the greater of $250 or 2% of aggregate
debit items 

                                   8<PAGE>
<PAGE>

Part I.               FINANCIAL INFORMATION

Item 1.  Financial Statements


arising from customer transactions.  The Net Capital rule also provides
that partnership capital may not be withdrawn if resulting Net Capital
would be less than 5% of aggregate debit items.  Additionally, certain
withdrawals require the consent of the SEC to the extent they exceed
defined levels even though such withdrawals would not cause Net Capital
to be less than 5% of aggregate debit items.

    At September 25, 1998, EDJ's Net Capital of $308,525 was 28% of
aggregate debit items and its Net Capital in excess of the minimum
required was $286,290.  Net Capital as a percentage of aggregate debits
after anticipated withdrawals was 28%.  Net Capital and the related
capital percentage may fluctuate on a daily basis.

    Boone National Savings and Loan Association, F.A. ("Boone"), a
wholly owned subsidiary of the Partnership, is required under federal
regulation to maintain specified levels of liquidity and capital
standards.  Boone has been in compliance with these regulations.

GAIN ON INVESTMENT

    During 1998, the Partnership recognized a $40 million gain on its
Federated Investors holding due to Federated's initial public offering
of stock in May, 1998.  The gain includes $35 million realized from the
sale of 2 million shares and $5 million unrealized from 400,000 shares
still held.  The Partnership acquired a small interest in Federated
Investors in 1989 for $1 million as a strategic investment.     

                                   9



<PAGE>
<PAGE>

Part I.               FINANCIAL INFORMATION

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


              THE JONES FINANCIAL COMPANIES, L.L.L.P.
                             
                 MANAGEMENT'S FINANCIAL DISCUSSION

      QUARTER AND NINE MONTHS ENDED SEPTEMBER 25, 1998, VERSUS

         QUARTER AND NINE MONTHS ENDED SEPTEMBER 26, 1997

OPERATIONS

    During the first nine months of 1998, strong securities markets
and growth in the salesforce increased revenues and net income to record
levels.  Excluding the gain from the Partnership's interest in Federated
Investors (Gain on investment), revenue increased 25% ($211.7 million)
to $1,043 million compared to the nine months ended September 26, 1997. 
Expenses increased 24% ($177 million) to $925 million.  As a result, net
income increased 41% ($34.7 million) to $118.3 million.  Including the
Partnership's $39.8 million gain on investment, net income was $158.1
million.  Third quarter revenues increased by 23% ($67.6 million) to
$358.4 million, excluding the unrealized loss on the Partnership's
remaining interest in Federated. Expenses increased 23% ($58.4 million),
and net income increased 29% ($9.2 million).  Total net income for the
quarter, including the unrealized loss on investment, increased 25%
($8.0 million).

    The Partnership broadly segments its revenues between Trade
Revenue and Fee Revenue.  Trade Revenue has increased 18% ($37 million)
and 22% (130.8 million) to $247 million and $738 million for the quarter
and nine months ended September 25, 1998.  Four factors affected this
increase:  growth of investment representatives, growth in customer
dollars invested, changes in the product mix and a decrease in business
days.  The Partnership has added approximately 600 investment
representatives (IRs) since September, 1997, a 16% increase.  These
additional investment representatives (coupled with the continued
maturing of the existing salesforce) and strong markets, resulted in
customer dollars invested increasing 22% ($1.8 billion) to $10.1 billion
and 21% ($5.2 billion) to $29.4 billion for the quarter and nine months
ended September 25, 1998 compared to the same periods ended September
26, 1997.  The gross commission earned on each $1,000 of customer dollar
invested was $25.10 for both nine month periods ended in September of
1998 and 1997.  There were two fewer selling days in 1998 compared to
1997.

                                   10<PAGE>
<PAGE>

Part I.               FINANCIAL INFORMATION

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


    Turbulence in the securities markets during the third quarter of
1998 caused the firms' product mix to shift slightly from higher margin
mutual fund and insurance products to fixed income investments, which
reduced the gross margin earned on customer dollars invested to $24.30
per $1,000 invested during the quarter ended September 25, 1998 from
$24.80 per $1,000 invested during the quarter ended September 26, 1997.

    Fee revenue sources, including service fees from mutual fund and
insurance companies, interest income, revenue sharing arrangements, and
custodial fees from IRA accounts, increased 39% ($31.6 million) and 36%
($81 million) for the three and nine months ended September 25, 1998. 
Mutual Fund and Annuity Service fees increased 30% ($10.3 million) and
36% ($33.8 million), for the three and nine months ended September 25,
1998.  Revenue derived from mutual fund and annuity revenue sharing
arrangements increased 37% ($6.6 million) and 41% ($30.6 million). 
These revenue sources are impacted by customer assets under influence
which have been positively affected by the growth in customer dollars
invested discussed previously, and the strong securities market. 
Customer assets under influence have increased 17% ($24 billion) over
the past year to $162 billion as of September 25, 1998.

    Interest income increased 33% ($7.7 million) and 30% ($19.6
million) for the three and nine months ended September 25, 1998.  The
increase is attributable to growth in loans to customers (margin loans),
which have increased 48% ($359 million) since September 26, 1997.

    The Partnership acquired a small interest in Federated Investors
in 1989 for $1 million as a strategic investment.  The Partnership
distributes Federated's mutual funds.  Since the early 1980's, the
Partnership and Federated have jointly owned Passport Research, Ltd.,
the investment advisor to the Partnership's money market funds, Daily
Passport Cash Trust.  During 1998, the Partnership sold 2 million shares
of its investment in Federated Investors in Federated's initial public
offering.  The Partnership originally recognized a $41 million gain on
its Federated holding.  The gain included $35 million realized from the
sale of 2 million shares and $5 million unrealized from 400,000 shares
still held.  During the third quarter, the Partnership reduced its
unrealized gain on the remaining shares held by $1.2 million.

    Expenses increased 23% ($58.4 million) and 24% ($177.0 million) to
$317.7 million and $924.9 million comparing the third quarter and first
nine months of 1998 with 1997.  Growth in the salesforce and revenues
resulted in increased sales compensation costs of 27% ($45.9 million)
and 29% ($136.6 million) for the same periods in 1997.  The Partnership
has a variable compensation structure which expands and contracts with
profitability.  Variable compensation,

                                   11
<PAGE>
<PAGE>

Part I.               FINANCIAL INFORMATION

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


which is primarily comprised of IR bonuses, and profit sharing
contributions, increased 62% ($15.6 million) and 58% ($38.8 million) for
the three and nine months ended September 25, 1998.  The remaining
increase in Compensation resulted from an increase in the number of
trainees and branch and headquarters support personnel required to
support a larger organization. 

    Occupancy and Equipment expenses increased 10% ($3.3 million) and
15% ($14.1 million), respectively, for the quarter and nine months ended
September 25, 1998.  The Partnership completed its conversion to client
server technology in mid-1997, increasing depreciation and lease
expenses.  Rent expense increased primarily due to an increase in the
number of branch offices and tighter real estate markets. 

    Other operating expenses increased 16% ($9.1 million) and 15%
($26.3 million), respectively, for the three and nine months ended
September 25, 1998, compared to the same periods ended September 26,
1997.  The most significant increase ($1.4 million and $4.1 million,
respectively, for the quarter and nine months ended September 25, 1998)
relates to the expansion of the Partnership's national advertising
program.  The remaining increases relate to increasing the sales force
and expanding internationally.

YEAR 2000

    The Partnership has been preparing its systems for the Year 2000. 
Year 2000 plans encompass The Jones Financial Companies, L.L.L.P. and
its subsidiaries, both domestic and international.  The Partnership's
assessment of the impact of Year 2000 on its systems and the steps
required to modify the systems is substantially complete.  The
partnership is in the process of implementing these steps through
renovation and replacement of its systems and testing.

    The Partnership is planning to participate in the March, 1999
securities industry test and plans to have its Year 2000 efforts,
including testing, completed by June 30, 1999.  Contingency plans for
the Year 2000 are being developed, and are anticipated to be completed
by the end of 1998.  The cost of preparing the systems for Year 2000
compliance is not anticipated to have a material impact on the
Partnership's operating results or financial conditions.

    In addition to renovating its own systems, the Partnership is
working with its vendors to assess their Year 2000 readiness.  
Regardless of these efforts, no level of effort or testing can guarantee
that potential Year 2000 problems won't occur.


                                   12<PAGE>
<PAGE>

Part I.               FINANCIAL INFORMATION

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


LIQUIDITY AND CAPITAL ADEQUACY

    The Partnership's equity capital at September 25, 1998, after the
reserve for anticipated withdrawals, was $392.9 million compared to
$271.2 million as of September 26, 1997.  Equity capital has increased
primarily due to retention of earnings, net contributions of
subordinated limited partnership capital, and completion of a limited
partnership offering of $62 million in July 1998.
 
    At September 25, 1998, the Partnership had $91.9 million in cash
and cash equivalents.  Lines of credit are in place at ten banks
aggregating $575 million ($500 million of which are through uncommitted
lines of credit).  Actual borrowing availability is primarily based on
securities owned and customers' margin securities which serve as
collateral for the loans.

    A substantial portion of the Partnership's assets are primarily
liquid, consisting mainly of cash and assets readily convertible into
cash.  These assets are financed primarily by customer credit balances,
equity capital, bank lines of credit and other payables.  The
Partnership has $154.9 million in U.S. agency and treasury securities
(Investment Securities) which can be sold to meet liquidity needs.  The
Partnership believes that the liquidity provided by existing cash
balances, borrowing arrangements, and Investment Securities will be
sufficient to meet the Partnership capital and liquidity requirements.

    The Partnership's growth in recent years has been financed through
sales of limited partnership interests to its employees, retention of
earnings, and private placements of long-term and subordinated debt.

    The Partnership's principal subsidiary, Edward D. Jones & Co.,
L.P. ("EDJ") as a securities broker/dealer, is subject to the Securities
and Exchange Commission regulations requiring EDJ to maintain certain
liquidity and capital standards.  EDJ has been in compliance with these
regulations.

CASH FLOWS

    For the nine months ended September 25, 1998, cash and cash
equivalents increased $30.2 million.  Cash flows from operating
activities provided $114.9 million.  Net income adjusted for
depreciation provided $189.8 million and  receivables from customers,
(net of 

                                   13
<PAGE>
<PAGE>

Part I.               FINANCIAL INFORMATION

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


payables to customers), increased $98.1 million.  Investing activities
used $.4 million, net, from the sale of investment and for the purchase
of fixed assets.  Cash flows from financing activities used $84.4
million primarily for withdrawals and distributions from partnership
capital, net of issuance of partnership interests.  Excess cash balances
were used to pay down long-term debt.

    There were no material changes in the Partnership's overall
financial condition during the nine months ended September 25, 1998. 
The Partnership's balance sheet is comprised primarily of cash and
assets readily convertible into cash.  Securities inventories are
carried at market value and are readily marketable.  Customer margin
accounts are collateralized by marketable securities.  Other customer
receivables and receivables and payables with other broker/dealers
normally settle on a current basis.  Liabilities, including certain
amounts payable to customers, checks, accounts payable and accrued
expenses are sources of funds to the Partnership.  These liabilities, to
the extent not utilized to finance assets, are available to meet
liquidity needs and provide funds for short-term investments, which
favorably impacts profitability.

FORWARD-LOOKING STATEMENTS

The Management's Financial Discussion, including the discussion under
"Year 2000," contains forward-looking statements within the meaning of
federal securities laws.  Actual results are subject to risks and
uncertainties, including both those specific to the Partnership and
those specific to the industry which could cause results to differ
materially from those contemplated.  The risks and uncertainties
include, but are not limited to, third-party or Partnership failures to
achieve timely, effective remediation of the Year 2000 issues, general
economic conditions, actions of competitors, regulatory actions, changes
in legislation and technology changes.  Undue reliance should not be
placed on the forward-looking statements, which speak only as of the
date of this Quarterly Report on Form 10-Q.  The Partnership does not
undertake any obligation to publicly update any forward-looking
statements.

                                   14


<PAGE>
<PAGE>

Part II.               OTHER INFORMATION


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

Item 1:  Legal Proceedings

    There have been no material changes in the legal proceedings
previously reported.

                                   15        

<PAGE>
<PAGE>

Part II.               OTHER INFORMATION

    
                           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)




Dated:  November 6, 1998     /s/ John W. Bachmann
                             -----------------------------
                             John W. Bachmann
                             Managing Partner





Dated:  November 6, 1998     /s/ Steven Novik
                             -----------------------------
                             Steven Novik
                             Chief Financial Officer

                                   16
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Part II.               OTHER INFORMATION

                         EXHIBIT INDEX
                             
            THE JONES FINANCIAL COMPANIES, L.L.L.P.
                             
            For the quarter ended September 25, 1998


Exhibit No.   Description                                   Page
----------------------------------------------------------------
27.0          Financial Data Schedule (provided for the
              Securities and Exchange Commission only)

                                   17