THE COMPANIES ACTS 1985 AND 1989
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                      PRIVATE COMPANY LIMITED BY SHARES
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                          MEMORANDUM OF ASSOCIATION

                                     of

                            EDWARD JONES LIMITED

1.   The Company's name is "EDWARD JONES LIMITED".

     2.The Company's registered office is to be situated in
     England and Wales.

3.   The Company's objects are:

     (A)To carry on either alone or in partnership with others
     the business of a broker,  investment adviser, financial
     adviser and as ancillary to the foregoing objects to do
     all or any of the following things and matters namely:

                              (i)  To subscribe for,
                    underwrite, buy, hold, sell and deal in or
                    otherwise acquire or dispose of stocks,
                    shares, debentures, debenture stock,
                    obligations or other securities or
                    investments of any kind whatsoever and
                    wheresoever created and issued;

                              (ii) To carry on in all parts of
                    the world the business of brokers,
                    investment advisers, financial advisers,
                    bankers, money dealers, corporate
                    advisers, financiers, market makers and
                    commercial agents of every description and
                    to transact and do all matters and things
                    incidental thereto which may at any time
                    hereafter, at any place where the Company
                    carries on business, are usual in
                    connection with the business of brokers,
                    investment advisers, financial advisers,
                    bankers, money dealers, corporate
                    advisers, financiers, market makers or
                    commercial agents;

                              (iii)     To purchase or
                    otherwise acquire for any estate or
                    interest any property assets or rights of
                    any kind which may appear to be necessary
                    or convenient for the business of the
                    Company and to develop and turn to account
                    and deal with the same in such manner as
                    may be thought expedient.

     (B)To buy, sell, manufacture, repair, alter, improve,
     manipulate, prepare for market, let on hire, and
     generally deal in all kinds of plant, machinery,
     apparatus, tools, utensils, materials, produce,
     substances, articles and things for the purpose of any of
     the businesses specified in clause 3, or which may be
     required by persons having, or about to have, dealings
     with the Company.

     (C)To build, construct, maintain, alter, enlarge, pull
     down, remove and replace any buildings, shops, factories,
     offices, works, machinery and engines, and to work,
     manage and control these things.

     (D)To enter into contracts, agreements and arrangements
     with any person for the carrying out by that person on
     behalf of the Company of any object for which the Company
     is formed.

     (E)To acquire, undertake and carry on the whole or any
     part of the business, property and liabilities of any
     person carrying on any business which may in the opinion
     of the directors be capable of being conveniently carried
     on, or calculated directly or indirectly to enhance the
     value of or make profitable any of the Company's property
     or rights, or any property suitable for the purposes of
     the Company.

     (F)To enter into any arrangement with a government or
     authority, whether national, international, supreme,
     municipal, local or otherwise, that may in the opinion of
     the directors be conducive to any object of the Company,
     and to obtain from that government or authority any
     right, privilege or concession which in the opinion of
     the directors is desirable, and to carry out, exercise
     and comply with that arrangement, right, privilege or
     concession.

     (G)To apply for, purchase and by other means acquire,
     protect, prolong and renew any patent, patent right,
     brevet d'invention, licence, secret process, invention,
     trade mark, service mark, copyright, registered design,
     protection, concession and right of the same or similar
     effect or nature, and to use, turn to account,
     manufacture under and grant licences and privileges in
     respect of those things, and to spend money in
     experimenting with, testing, researching, improving and
     seeking to improve any of those things.

     (H)To acquire an interest in, amalgamate with and enter
     into partnership or any arrangement for the sharing of
     profits, union of interests, co-operation, joint venture,
     reciprocal concession or otherwise with any person, or with 
     any employees of the Company.   To lend money to,
     guarantee the contracts of, and otherwise assist that
     person or those employees, and to take and otherwise
     acquire an interest in that person's shares or other
     securities and to sell, hold, re-issue, with or without
     guarantee, and otherwise deal with those shares or other
     securities.

     (I)To lend money to, subsidise and assist any person, to
     act as agents for the collection, receipt and payment of
     money and generally to act as agents and brokers for and
     perform services for any person, and to undertake and
     perform sub-contracts.

     (J)To enter into any guarantee or contract of indemnity
     or suretyship, and to provide security, including,
     without limitation, the guarantee and provision of
     security for the performance of the obligations of and
     the payment of any money (including, without limitation,
     capital, principal, premiums, dividends, interest,
     commissions, charges, discount and any related costs or
     expenses whether on shares or other securities) by any
     person including, withoutlimitation, any body corporate
     which is for the time being the Company's holding
     company, the Company's subsidiary, a subsidiary of the
     Company's holding company or any person which is for the
     time being a member or otherwise has an interest in the
     Company or is associated with the Company in any business
     or venture, with or without the Company receiving any
     consideration or advantage (whether direct or indirect),
     and whether by personal covenant or mortgage, charge or
     lien over all or part of the Company's undertaking,
     property, assets or uncalled capital (present and future)
     or by other means.  For the purposes of paragraph (K)
     "guarantee" includes any obligation, however described,
     to pay, satisfy, provide funds for the payment or
     satisfaction of (including, without limitation, by
     advance of money, purchase of or subscription for shares
     or other securities and purchase of assets or services),
     indemnify against the consequences of default in the
     payment of, or otherwise be responsible for, any
     indebtedness of any other person.

     (K)To promote, finance and assist any person for the
     purpose of acquiring all or any of the property, rights
     and undertaking or assuming the liabilities of the
     Company, and for any other purpose which may in the
     opinion of the directors directly or indirectly benefit
     the Company, and in that connection to place, guarantee
     the placing of, underwrite, subscribe for, and otherwise
     acquire all or any part of the shares or other securities
     of a body corporate.

     (L)To pay out of the funds of the Company all or any
     expenses which the Company may lawfully pay of or
     incidental to the formation, registration, promotion and
     advertising of and raising money for the Company and the
     issue of its shares or other securities, including,
     without limitation, those incurred in connection with the
     advertising and offering of its shares or other
     securities for sale or subscription, brokerage and
     commissions for obtaining applications for and taking,
     placing, underwriting or procuring the underwriting of
     its shares or other securities.

     (M)To remunerate any person for services rendered or to
     be rendered to the Company, including, without
     limitation, by cash payment or by the allotment of shares
     or other securities of the Company, credited as paid up
     in full or in part.

     (N)To purchase, take on lease, exchange, hire and
     otherwise acquire any real or personal property and any
     right or privilege over or in respect of it.

     (O)To receive money on deposit on any terms the directors
     think fit.

     (P)To invest and deal with the Company's money and funds
     in any way the directors think fit.

     (Q)To lend money and give credit with or without
     security.

     (R)To borrow, raise and secure the payment of money in
     any way the directors think fit, including, without
     limitation, by the issue of debentures and other
     securities, perpetual or otherwise, charged on all or any
     of the Company's property (present and future) or its
     uncalled capital, and to purchase, redeem and pay off
     those securities.

     (S)To remunerate any person for services rendered or to
     be rendered in placing, assisting and guaranteeing the
     placing and procuring the underwriting of any share or
     other security of the Company or of any person in which
     the Company may be interested or proposes to
     beinterested, or in connection with the conduct of the
     business of the Company, including, without limitation,
     by cash payment or by the allotment of shares or other
     securities of the Company, credited as paid up in full or
     in part.

     (T)To acquire, hold, dispose of, subscribe for, issue,
     underwrite, place, manage assets belonging to others
     which include, advise on, enter into contracts or
     transactions in relation to or involving and in any other
     way deal with or arrange dealings with or perform any
     service or function in relation to (as applicable):
     shares, stocks, debentures, loans, bonds, certificates of
     deposit and other instruments creating or acknowledging
     indebtedness, government, public or other securities,
     warrants, certificates representing securities or other
     obligations, units in collective investment schemes,
     options, futures, spot or forward contracts, contracts
     for differences or other investments or obligations,
     currencies, interest rates, precious metals or other
     commodities, any index (whether related in any way to any
     of the foregoing or otherwise), any right to, any right
     conferred by or any interest or any obligation in
     relation to any of the foregoing and any financial
     instrument or product deriving from or in any other way
     relating to any of the foregoing or of any nature
     whatsoever, and any transaction which may seem to be
     convenient for hedging the risks associated with any of
     the foregoing.

      (U)To co-ordinate, finance and manage the business and
     operation of any person in which the Company has an
     interest.

     (V)To draw, make, accept, endorse, discount, execute and
     issue promissory notes, bills of exchange, bills of
     lading, warrants, debentures and other negotiable or
     transferable instruments.

     (W)To sell, lease, exchange, let on hire and dispose of
     any real or personal property and the whole or part of
     the undertaking of the Company, for such consideration as
     the directors think fit, including, without limitation,
     for shares, debentures or other securities, whether fully
     or partly paid up, of any person, whether or not having
     objects (altogether or in part) similar to those of the
     Company.  To hold any shares, debentures and other
     securities so acquired, and to improve, manage, develop,
     sell, exchange, lease, mortgage, dispose of, grant
     options over, turn to account and otherwise deal with all
     or any part of the property and rights of the Company.

     (X)To adopt any means of publicising and making known the
     businesses, services and products of the Company as the
     directors think fit, including, without limitation,
     advertisement, publication and distribution of notices,
     circulars, books and periodicals, purchase and exhibition
     of works of art and interest and granting and making of
     prizes, rewards and donations.

     (Y)To support, subscribe to and contribute to any
     charitable or public object and any institution, society
     and club which may be for the benefit of the Company or
     persons who are or were directors, officers or employees
     of the Company, its predecessor in business, any
     subsidiary of the Company or any person allied to or
     associated with the Company, or which may be connected
     with any town or place where the Company carries on
     business.  To subsidise and assist any association of
     employers or employees and any trade association.  To
     grant pensions, gratuities, annuities and charitable aid
     and to provide advantages, facilities andservices to any
     person (including any director or former director) who
     may have been employed by or provided services to the
     Company, its predecessor in business, any subsidiary of
     the Company or any person allied to or associated with
     the Company and to the spouses, children, dependants and
     relatives of those persons and to make advance provision
     for the payment of those pensions, gratuities and
     annuities by establishing or acceding to any trust,
     scheme or arrangement (whether or not capable of approval
     by the Commissioners of Inland Revenue under any relevant
     legislation) the directors think fit, to appoint trustees
     and to act as trustee of any trust, scheme or
     arrangement, and to make payments towards insurance for
     the benefit of those persons and their spouses, children,
     dependants and relatives.

(AA) To establish and contribute to any scheme for the
     purchase or subscription by trustees of shares or other
     securities of the Company to be held for the benefit of
     the employees of the Company, any subsidiary of the
     Company or any person allied to or associated with the
     Company, to lend money to those employees or to trustees
     on their behalf to enable them to purchase or subscribe
     for shares or other securities of the Company and to
     formulate and carry into effect any scheme for sharing
     the profits of the Company with employees.

(BB) To apply for, promote and obtain any Act of Parliament
     and any order or licence of any government department or
     authority (including, without limitation, the Department
     of Trade and Industry) to enable the Company to carry any
     of its objects into effect, to effect any modification of
     the Company's constitution and for any other purpose
     which the directors think fit, and to oppose any
     proceeding or application which may in the opinion of the
     directors directly or indirectly prejudice the Company's
     interests.

(CC) To establish, grant and take up agencies, and to do all
     other things the directors may deem conducive to the
     carrying on of the Company's business as principal or
     agent, and to remunerate any person in connection with
     the establishment or granting of an agency on the terms
     and conditions the directors think fit.

(DD) To distribute among the shareholders in specie any of the
     Company's property and any proceeds of sale or disposal
     of any of the Company's property and for that purpose to
     distinguish and separate capital from profits, but no
     distribution amounting to a reduction of capital may be
     made without any sanction required by law.

(EE) To purchase and maintain insurance for the benefit of any
     person who is or was an officer or employee of the
     Company, a subsidiary of the Company or a company in
     which the Company has or had an interest (whether direct
     or indirect) or who is or was trustee of any retirement
     benefits scheme or any other trust in which any officer
     or employee or former officer or employee is or has been
     interested, indemnifying that person against liability
     for negligence, default, breach of duty or breach of
     trust or any other liability which may lawfully be
     insured against.

(FF) To amalgamate with any other person and to procure the
     Company to be registered or recognised in any part of the
     world.

(GG) Subject to the Act, to give (whether directly or
     indirectly) any kind of financial assistance (as defined
     in section 152(1)(a) of the Act) for any purpose
     specified in section 151(1) or section 151(2) of the Act.

(HH) To do all or any of the things provided in any paragraph
     of clause 3:

     (i)  in any part of the world;

     (ii) as principal, agent, contractor, trustee or
          otherwise;

     (iii)     by or through trustees, agents, subcontractors
          or otherwise; and

     (iv) alone or with another person or persons.

(II) To do all things that are in the opinion of the directors
     incidental or conducive to the attainment of all or any
     of the Company's objects, or the exercise of all or any
     of its powers.

(JJ) The objects specified in each paragraph of clause 3
     shall, except where otherwise provided in that paragraph,
     be regarded as independent objects, and are not limited
     or restricted by reference to or inference from the terms
     of any other paragraph or the name of the Company.  None
     of the paragraphs of clause 3 or the objects or powers
     specified or conferred in or by them is deemed subsidiary
     or ancillary to the objects or powers mentioned in any
     other paragraph.  The Company has as full a power to
     exercise all or any of the objects and powers provided in
     each paragraph as if each paragraph contained the objects
     of a separate company.

(KK) In clause 3, a reference to:

     (i)  a "person" includes a reference to a body corporate,
          association or partnership whether domiciled in the
          United Kingdom or elsewhere and whether incorporated
          or unincorporated;

     (ii) the "Act" is, unless the context otherwise requires,
          a reference to the Companies Act 1985, as modified
          or re-enacted or both from time to time; and

     (iii)     a "subsidiary" or "holding company" is to be
          construed in accordance with section 736 of the Act.

4.   The liability of the members is limited.

5.   The Company's share capital is #100 divided into 100
     shares of # 1  each.

WE, the subscribers to this memorandum of association, wish to
be formed into a company pursuant to this memorandum; and we
agree to take the number of shares in the capital of the
company shown opposite our respective names.

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NAMES AND ADDRESSES OF SUBSCRIBERS           Number of shares
                                             taken by each
                                             subscriber

______________________________________________________________


__________________________________________   1

Name:

For and on behalf of:
Edward D. Jones & Co., L.P.
12555 Manchester Road
St Louis
MO 6313-3729

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DATED this    day of

WITNESS to the above signature:

__________________________________________
Name:


Address:







H:\AEXS\AEXS02$7.24
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     DATED the           day of

     WITNESS to the above signatures: