UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 __________________________________________
 
 FORM
10-Q
 (Mark
One)
 [ X
] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 For the
quarterly period ended March 27, 2009
 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). YES [   ]
NO [   ]
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.  (Check one):
 
 Large
accelerated filer
[   ]                                                                                           Accelerated
filer [   ]
 Non-accelerated
filer [ X
]                                                                                           Smaller
reporting company [   ]
 (do not
check if a smaller reporting company)
 
 Indicated
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes [   ] No [ X
]
  
 THE
JONES FINANCIAL COMPANIES, L.L.L.P.
  INDEX
  PagePart
      I.
                      FINANCIAL
      INFORMATIONItem
      1.
                      Financial
      StatementsConsolidated
      Statements of Financial Condition
                      3Consolidated
      Statements of Income
                      5Consolidated
      Statements of Changes in Partnership Capital Subject toMandatory
      Redemption
                      6Consolidated
      Statements of Cash Flows
                      7Notes
      to Consolidated Financial Statements
                      8Item
      2.
                      Management’s
      Discussion and Analysis of Financial Conditionand
      Results of Operations
                      17Item
      3.
                      Quantitative
      and Qualitative Disclosures about Market Risk
                      28Item
      4.
                      Controls
      and Procedures
                      28Part
      II.
                      OTHER
      INFORMATIONItem
      1.
                      Legal
      Proceedings
                      29Item
      1A.
                      Risk
      Factors
                      30Item
      6.
                      Exhibits
                      30Signatures
                      31




2
 PART I.
FINANCIAL INFORMATION
 
 ITEM
1.   FINANCIAL STATEMENTS


THE
JONES FINANCIAL COMPANIES, L.L.L.P.
 CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION
 ASSETS
  (Unaudited)March
      27,
                                  
                                  
                                  December
      31,(Dollars
      in thousands)
                                  
                                  2009
                                  
                                  
                                  2008Cash
      and cash equivalents
                                  
                                  $
                                  225,140
                                  
                                  
                                  $
                                  216,645Cash
      segregated under federal and other regulations
                                  
                                  
                                  2,443,973
                                  
                                  
                                  
                                  2,221,032Securities
      purchased under agreements to resell
                                  
                                  
                                  438,761
                                  
                                  
                                  
                                  1,354,000Receivable
      from:Customers
                                  
                                  
                                  1,837,103
                                  
                                  
                                  
                                  1,966,972Brokers,
      dealers and clearing organizations
                                  
                                  
                                  309,015
                                  
                                  
                                  
                                  332,349Mutual
      funds, insurance companies, and other
                                  
                                  
                                  128,771
                                  
                                  
                                  
                                  147,808Securities
      owned, at fair valueInventory
      securities
                                  
                                  
                                  132,197
                                  
                                  
                                  
                                  50,844Investment
      securities
                                  
                                  
                                  75,526
                                  
                                  
                                  
                                  92,194Equipment,
      property and improvements, at cost,net
      of accumulated depreciation
                                  
                                  
                                  569,871
                                  
                                  
                                  
                                  531,374Other
      assets
                                  
                                  
                                  73,435
                                  
                                  
                                  
                                  78,676TOTAL
      ASSETS
                                  
                                  $
                                  6,233,792
                                  
                                  
                                  $
                                  6,991,894
 
 
  The
accompanying notes are an integral part of these Consolidated Financial
Statements.
 3
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 THE
JONES FINANCIAL COMPANIES, L.L.L.P.
 CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION
 LIABILITIES
 (Unaudited)March
      27,
                                
                                
                                December
      31,(Dollars
      in thousands)
                                
                                2009
                                
                                
                                2008Payable
      to:Customers
                                
                                $
                                3,886,438
                                
                                
                                $
                                4,651,640Brokers,
      dealers and clearing organizations
                                
                                
                                109,979
                                
                                
                                
                                40,612Securities
      sold, not yet purchased, at fair value
                                
                                
                                11,986
                                
                                
                                
                                12,135Accrued
      compensation and employee benefits
                                
                                
                                251,807
                                
                                
                                
                                324,328Accounts
      payable and accrued expenses
                                
                                
                                167,598
                                
                                
                                
                                174,672Bank
      loans
                                
                                
                                73,000
                                
                                
                                
                                43,000Long-term
      debt
                                
                                
                                8,897
                                
                                
                                
                                9,0924,509,705
                                
                                
                                
                                5,255,479Liabilities
      subordinated to claims of general creditors
                                
                                
                                261,100
                                
                                
                                
                                261,100Commitments
      and contingencies (See Notes)Partnership
      capital subject to mandatory redemption,net
      of reserve for anticipated withdrawals
                                
                                
                                1,435,435
                                
                                
                                
                                1,412,695Reserve
      for anticipated withdrawals
                                
                                
                                27,552
                                
                                
                                
                                62,620Total
      partnership capital subject to mandatory redemption
                                
                                
                                1,462,987
                                
                                
                                
                                1,475,315TOTAL
      LIABILITIES
                                
                                $
                                6,233,792
                                
                                
                                $
                                6,991,894
 
  The
accompanying notes are an integral part of these Consolidated Financial
Statements.
 4
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 THE
JONES FINANCIAL COMPANIES, L.L.L.P.
 CONSOLIDATED
STATEMENTS OF INCOME
 (Unaudited)
  Three
      Months Ended(Dollars
      in thousands,
                                      
                                      March
      27,
                                      
                                      
                                      March
      28,except
      per unit information)
                                      
                                      2009
                                      
                                      
                                      2008Revenue:Trade
      revenueCommissions
                                      
                                      $
                                      320,777
                                      
                                      
                                      $
                                      437,152Principal
      transactions
                                      
                                      
                                      125,810
                                      
                                      
                                      
                                      124,102Investment
      banking
                                      
                                      
                                      18,237
                                      
                                      
                                      
                                      11,899Fee
      revenueAsset
      fees
                                      
                                      
                                      203,972
                                      
                                      
                                      
                                      282,262Account
      and activity fees
                                      
                                      
                                      119,594
                                      
                                      
                                      
                                      117,434Interest
      and dividends
                                      
                                      
                                      25,272
                                      
                                      
                                      
                                      58,553Other
      revenue
                                      
                                      
                                      (2,853
                                      )
                                      
                                      
                                      (4,682
                                      )Total
      revenue
                                      
                                      
                                      810,809
                                      
                                      
                                      
                                      1,026,720Interest
      expense
                                      
                                      
                                      14,904
                                      
                                      
                                      
                                      19,535Net
      revenue
                                      
                                      
                                      795,905
                                      
                                      
                                      
                                      1,007,185Operating
      expenses:Compensation
      and benefits
                                      
                                      
                                      495,138
                                      
                                      
                                      
                                      619,292Occupancy
      and equipment
                                      
                                      
                                      81,551
                                      
                                      
                                      
                                      76,212Communications
      and data processing
                                      
                                      
                                      74,267
                                      
                                      
                                      
                                      78,120Payroll
      and other taxes
                                      
                                      
                                      37,517
                                      
                                      
                                      
                                      43,619Advertising
                                      
                                      
                                      15,097
                                      
                                      
                                      
                                      18,705Postage
      and shipping
                                      
                                      
                                      11,359
                                      
                                      
                                      
                                      13,892Clearance
      fees
                                      
                                      
                                      3,727
                                      
                                      
                                      
                                      3,223Other
      operating expenses
                                      
                                      
                                      41,003
                                      
                                      
                                      
                                      50,768Total
      operating expenses
                                      
                                      
                                      759,659
                                      
                                      
                                      
                                      903,831Income
      before allocations to partners
                                      
                                      
                                      36,246
                                      
                                      
                                      
                                      103,354Allocations
      to partners:Limited
      partners
                                      
                                      
                                      4,374
                                      
                                      
                                      
                                      14,091Subordinated
      limited partners
                                      
                                      
                                      3,689
                                      
                                      
                                      
                                      10,092General
      partners
                                      
                                      
                                      28,183
                                      
                                      
                                      
                                      79,171Net
      income
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Income
      before allocations to limited partnersper
      weighted average $1,000equivalent
      limited partnership unit outstanding
                                      
                                      $
                                      9.14
                                      
                                      
                                      $
                                      28.58Weighted
      average $1,000 equivalentlimited
      partnership units outstanding
                                      
                                      
                                      478,556
                                      
                                      
                                      
                                      493,037
  The
accompanying notes are an integral part of these Consolidated Financial
Statements.
 5
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 THE
JONES FINANCIAL COMPANIES, L.L.L.P.
 CONSOLIDATED
STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL
 SUBJECT
TO MANDATORY REDEMPTION
 THREE
MONTHS ENDED MARCH 27, 2009 AND MARCH 28, 2008
 
 (Unaudited)
  (Dollars
      in thousands)
                                                                          
                                                                          Limited
      Partnership Capital
                                                                          
                                                                          
                                                                          Subordinated
      Limited Partnership Capital
                                                                          
                                                                          
                                                                          General
      Partnership Capital
                                                                          
                                                                          
                                                                          TotalTOTAL
      PARTNERSHIP CAPITALSUBJECT
      TO MANDATORYREDEMPTION,
      DECEMBER 31, 2007
                                                                          
                                                                          $
                                                                          545,199
                                                                          
                                                                          
                                                                          $
                                                                          158,133
                                                                          
                                                                          
                                                                          $
                                                                          747,448
                                                                          
                                                                          
                                                                          $
                                                                          1,450,780Reserve
      for anticipated withdrawals
                                                                          
                                                                          
                                                                          (50,713
                                                                          )
                                                                          
                                                                          
                                                                          (11,456
                                                                          )
                                                                          
                                                                          
                                                                          (60,269
                                                                          )
                                                                          
                                                                          
                                                                          (122,438
                                                                          )Partnership
      capital subject to mandatoryredemption,
      net of reserve for anticipatedwithdrawals,
      December 31, 2007
                                                                          
                                                                          
                                                                          494,486
                                                                          
                                                                          
                                                                          
                                                                          146,677
                                                                          
                                                                          
                                                                          
                                                                          687,179
                                                                          
                                                                          
                                                                          
                                                                          1,328,342Issuance
      of partnership interests
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          31,945
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          31,945Redemption
      of partnership interests
                                                                          
                                                                          
                                                                          (2,260
                                                                          )
                                                                          
                                                                          
                                                                          (1,124
                                                                          )
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          (3,384
                                                                          )Income
      allocated to partners
                                                                          
                                                                          
                                                                          14,091
                                                                          
                                                                          
                                                                          
                                                                          10,092
                                                                          
                                                                          
                                                                          
                                                                          79,171
                                                                          
                                                                          
                                                                          
                                                                          103,354Withdrawals
      and distributions
                                                                          
                                                                          
                                                                          (23
                                                                          )
                                                                          
                                                                          
                                                                          (378
                                                                          )
                                                                          
                                                                          
                                                                          (2,734
                                                                          )
                                                                          
                                                                          
                                                                          (3,135
                                                                          )TOTAL
      PARTNERSHIP CAPITALSUBJECT
      TO MANDATORYREDEMPTION,
      MARCH 28, 2008
                                                                          
                                                                          
                                                                          506,294
                                                                          
                                                                          
                                                                          
                                                                          187,212
                                                                          
                                                                          
                                                                          
                                                                          763,616
                                                                          
                                                                          
                                                                          
                                                                          1,457,122Reserve
      for anticipated withdrawals
                                                                          
                                                                          
                                                                          (14,068
                                                                          )
                                                                          
                                                                          
                                                                          (9,713
                                                                          )
                                                                          
                                                                          
                                                                          (54,588
                                                                          )
                                                                          
                                                                          
                                                                          (78,369
                                                                          )Partnership
      capital subject to mandatoryredemption,
      net of reserve for anticipatedwithdrawals,
      March 28, 2008
                                                                          
                                                                          $
                                                                          492,226
                                                                          
                                                                          
                                                                          $
                                                                          177,499
                                                                          
                                                                          
                                                                          $
                                                                          709,028
                                                                          
                                                                          
                                                                          $
                                                                          1,378,753TOTAL
      PARTNERSHIP CAPITALSUBJECT
      TO MANDATORYREDEMPTION,
      DECEMBER 31, 2008
                                                                          
                                                                          $
                                                                          504,048
                                                                          
                                                                          
                                                                          $
                                                                          182,313
                                                                          
                                                                          
                                                                          $
                                                                          788,954
                                                                          
                                                                          
                                                                          $
                                                                          1,475,315Reserve
      for anticipated withdrawals
                                                                          
                                                                          
                                                                          (21,682
                                                                          )
                                                                          
                                                                          
                                                                          (5,380
                                                                          )
                                                                          
                                                                          
                                                                          (35,558
                                                                          )
                                                                          
                                                                          
                                                                          (62,620
                                                                          )Partnership
      capital subject to mandatoryredemption,
      net of reserve for anticipatedwithdrawals,
      December 31, 2008
                                                                          
                                                                          
                                                                          482,366
                                                                          
                                                                          
                                                                          
                                                                          176,933
                                                                          
                                                                          
                                                                          
                                                                          753,396
                                                                          
                                                                          
                                                                          
                                                                          1,412,695Issuance
      of partnership interests
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          23,484
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          23,484Redemption
      of partnership interests
                                                                          
                                                                          
                                                                          (5,903
                                                                          )
                                                                          
                                                                          
                                                                          (2,618
                                                                          )
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          (8,521
                                                                          )Income
      allocated to partners
                                                                          
                                                                          
                                                                          4,374
                                                                          
                                                                          
                                                                          
                                                                          3,689
                                                                          
                                                                          
                                                                          
                                                                          28,183
                                                                          
                                                                          
                                                                          
                                                                          36,246Withdrawals
      and distributions
                                                                          
                                                                          
                                                                          (7
                                                                          )
                                                                          
                                                                          
                                                                          (114
                                                                          )
                                                                          
                                                                          
                                                                          (796
                                                                          )
                                                                          
                                                                          
                                                                          (917
                                                                          )TOTAL
      PARTNERSHIP CAPITALSUBJECT
      TO MANDATORYREDEMPTION,
      MARCH 27, 2009
                                                                          
                                                                          
                                                                          480,830
                                                                          
                                                                          
                                                                          
                                                                          201,374
                                                                          
                                                                          
                                                                          
                                                                          780,783
                                                                          
                                                                          
                                                                          
                                                                          1,462,987Reserve
      for anticipated withdrawals
                                                                          
                                                                          
                                                                          (4,367
                                                                          )
                                                                          
                                                                          
                                                                          (3,575
                                                                          )
                                                                          
                                                                          
                                                                          (19,610
                                                                          )
                                                                          
                                                                          
                                                                          (27,552
                                                                          )Partnership
      capital subject to mandatoryredemption,
      net of reserve for anticipatedwithdrawals,
      March 27, 2009
                                                                          
                                                                          $
                                                                          476,463
                                                                          
                                                                          
                                                                          $
                                                                          197,799
                                                                          
                                                                          
                                                                          $
                                                                          761,173
                                                                          
                                                                          
                                                                          $
                                                                          1,435,435
   The
accompanying notes are an integral part of these Consolidated Financial
Statements.
 6
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 THE
JONES FINANCIAL COMPANIES, L.L.L.P.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (Unaudited)
  Three
      Months EndedMarch
      27,
                                      
                                      
                                      March
      28,(Dollars
      in thousands)
                                      
                                      2009
                                      
                                      
                                      2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Adjustments
      to reconcile net income to netcash
      provided by operating activitiesIncome
      before allocations to partners
                                      
                                      
                                      36,246
                                      
                                      
                                      
                                      103,354Depreciation
                                      
                                      
                                      23,286
                                      
                                      
                                      
                                      21,392Changes
      in assets and liabilities:Cash
      segregated under federal and other regulations
                                      
                                      
                                      (222,941
                                      )
                                      
                                      
                                      8,015Securities
      purchased under agreements to resell
                                      
                                      
                                      915,239
                                      
                                      
                                      
                                      (218,000
                                      )Net
      payable to customers
                                      
                                      
                                      (635,333
                                      )
                                      
                                      
                                      313,464Net
      receivable to brokers, dealers andclearing
      organizations
                                      
                                      
                                      92,701
                                      
                                      
                                      
                                      (20,716
                                      )Receivable
      from mutual funds, insurance companiesand
      other
                                      
                                      
                                      19,037
                                      
                                      
                                      
                                      (572
                                      )Securities
      owned, net
                                      
                                      
                                      (64,834
                                      )
                                      
                                      
                                      16,174Other
      assets
                                      
                                      
                                      5,241
                                      
                                      
                                      
                                      990Accrued
      compensation and employee benefits
                                      
                                      
                                      (72,521
                                      )
                                      
                                      
                                      (150,116
                                      )Accounts
      payable and accrued expenses
                                      
                                      
                                      1,147
                                      
                                      
                                      
                                      (11,941
                                      )Net
      cash provided by operating activities
                                      
                                      
                                      97,268
                                      
                                      
                                      
                                      62,044CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of equipment, property and improvements, net
                                      
                                      
                                      (70,004
                                      )
                                      
                                      
                                      (31,577
                                      )Net
      cash used in investing activities
                                      
                                      
                                      (70,004
                                      )
                                      
                                      
                                      (31,577
                                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Issuance
      of bank loans
                                      
                                      
                                      30,000
                                      
                                      
                                      
                                      -Repayment
      of long-term debt
                                      
                                      
                                      (195
                                      )
                                      
                                      
                                      (926
                                      )Issuance
      of partnership interests
                                      
                                      
                                      23,484
                                      
                                      
                                      
                                      31,945Redemption
      of partnership interests
                                      
                                      
                                      (8,521
                                      )
                                      
                                      
                                      (3,384
                                      )Withdrawals
      and distributions from partnership capital
                                      
                                      
                                      (63,537
                                      )
                                      
                                      
                                      (125,573
                                      )Net
      cash used in financing activities
                                      
                                      
                                      (18,769
                                      )
                                      
                                      
                                      (97,938
                                      )Net
      increase (decrease) in cash and cash equivalents
                                      
                                      
                                      8,495
                                      
                                      
                                      
                                      (67,471
                                      )CASH
      AND CASH EQUIVALENTS:Beginning
      of period
                                      
                                      
                                      216,645
                                      
                                      
                                      
                                      326,404End
      of period
                                      
                                      $
                                      225,140
                                      
                                      
                                      $
                                      258,933Cash
      paid for interest
                                      
                                      $
                                      10,575
                                      
                                      
                                      $
                                      15,429Cash
      paid for taxes
                                      
                                      $
                                      285
                                      
                                      
                                      $
                                      293NON-CASH
      ACTIVITIES:Additions
      of equipment, property and improvementsin
      accounts payable and accrued expenses
                                      
                                      $
                                      18,299
                                      
                                      
                                      $
                                      -
  The
accompanying notes are an integral part of these Consolidated Financial
Statements.
 7
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 THE
JONES FINANCIAL COMPANIES, L.L.L.P.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 (Unaudited)
 
 (Dollars
in thousands, except per unit information)
 
 BASIS
OF PRESENTATION
 
 The Partnership's
Business and Basis of Accounting.The accompanying Consolidated Financial
Statements include the accounts of The Jones Financial Companies, L.L.L.P. and
all wholly-owned subsidiaries (collectively, the "Partnership").  All
material intercompany balances and transactions have been eliminated in
consolidation.  Non-controlling minority interests are accounted for
under the equity method.  The results of the Partnership's subsidiary
in Canada are included in the Partnership's Consolidated Financial Statements
for the three months ended February 28, 2009 and February 29, 2008 because of
the timing of the Partnership's financial reporting process.
 
 The
Partnership operates as a single business segment.  The Partnership's
principal operating subsidiary, Edward D. Jones & Co., L.P. ("Edward
Jones"), is comprised of three registered broker-dealers serving individual
investors.  Edward Jones primarily derives its revenues from the
retail brokerage business by selling listed and unlisted securities and
insurance products, providing investment banking services, engaging in principal
transactions, serving as a distributor of mutual fund shares, providing services
related to assets held on the behalf of its customers, and providing account
services.  Edward Jones conducts business throughout the United States
of America, Canada and the United Kingdom with its customers, various brokers,
dealers, clearing organizations, depositories and banks.  Edward Jones
offers trust services to its customers through Edward Jones Trust Company
("EJTC"), a wholly-owned subsidiary of the Partnership.
 
 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.
 
 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 a 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 terminating 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 discretion to waive these withdrawal restrictions and to
accelerate the return of capital to the partners.  All current and
future partnership capital is subordinate to all current and future liabilities
of the Partnership, including any current or future Partnership liabilities
subordinated to claims of general creditors.
  8
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 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.
 
 The
results of operations for the three months ended March 27, 2009 and March 28,
2008 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, 2008.
 
 Revenue
Recognition.The Partnership records customertransactions on a
settlement date basis, and the related commissions, principal transactions and
investment banking revenues are recorded on a trade date basis.  All
other forms of revenue are recorded on an accrual basis.
 
 Commissions
consist of charges to customers for the purchase or sale of securities,
insurance products and mutual fund shares.
 
 Asset
fees revenue consists primarily of service fees and revenue received under
agreements with mutual fund and insurance companies based on the underlying
value of the Partnership’s customers’ assets invested in those companies’
products.  Asset-based revenues related to the Partnership’s interest
in the Edward Jones Money Market Fund are included in asset fees
revenue.
 
 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, mortgage-backed securities and
certificates of deposit.
 
 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.
 
 Interest
and dividend income is earned primarily on margin account balances, cash and
cash equivalents, cash segregated under federal and other regulations,
securities purchased under agreements 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.
 
 The
Partnership derived 35% of its total revenue for the three months ended March
27, 2009 and 32% of its total revenue for the three months ended March 28, 2008
from one mutual fund vendor.  Significant reductions in the revenues
from this mutual fund source could have a material impact on the Partnership's
results of operations.
 
 FAIR
VALUE OF SECURITIES
 
 Substantially
all of the Partnership's short-term financial assets and liabilities are carried
at fair value or contracted amounts which approximate fair
value.
  9
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 Fair
value of a financial instrument is defined as the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date (the exit
price).  Financial assets are marked to bid prices and financial
liabilities are marked to offer prices.
 
 The
Partnership's assets and liabilities recorded at fair value in the Consolidated
Statement of Financial Condition are categorized based upon the level of
judgment associated with the inputs used to measure their fair
value.  Hierarchical levels, defined by Statement of Financial
Accounting Standards ("SFAS") No. 157, Fair Value Measurements ("SFAS 157"), and
directly related to the amount of subjectivity associated with the inputs to
fair valuation of these assets and liabilities, are as follows:
 
 Level I –
Inputs are unadjusted, quoted prices in active markets for identical assets or
liabilities at the measurement date.
 
 The types
of assets and liabilities categorized as Level I generally are government and
agency securities, equities listed in active markets, unit investment trusts and
investments in publicly traded mutual funds with quoted market
prices.
 
 Level II
– Inputs (other than quoted prices included in Level I) are either directly or
indirectly observable for the asset or liability through correlation with
related market data at the measurement date and for the duration of the
instrument’s anticipated life.
 
 The types
of assets and liabilities categorized as Level II generally are municipal bonds,
mortgage and asset backed securities and corporate debt.
 
 Level III
– Inputs are both unobservable and significant to the overall fair value
measurement.  These inputs reflect management’s best estimate of what
market participants would use in pricing the asset or liability at the
measurement date.  Consideration is given to the risk inherent in the
valuation technique and the risk inherent in the inputs to the
model.
 
 The
Partnership did not have any assets or liabilities categorized as Level III
during the period.
 
  10
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 The
following tables set forth the Partnership's financial instruments measured at
fair value as of March 27, 2009 and December 31, 2008:
  Financial
      Assets at Fair Value as ofMarch
      27, 2009In
      thousands
                                                                                                                                                                            
                                                                                                                                                                            Level
      I
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Level
      II
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Level
      III
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            TotalSecurities
      purchased underagreements
      to resell
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            438,761
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            438,761Securities
      owned:Inventory
      securities:Certificate
      of deposit
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            9,856
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            9,856U.S.
      and Canadian governmentand
      U.S. agency obligations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2,649
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2,649State
      and municipal obligations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            89,838
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            89,838Corporate
      bonds and notes
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            14,585
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            14,585Collateralized
      mortgage obligations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            1,311
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            1,311Equities
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            13,780
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            13,780Unit
      investment trusts
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            178
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            178Total
      inventory securities
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            16,607
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            115,590
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            132,197Investment
      Securities:U.S.
      government and agencyobligations
      held by U.S.broker-dealer
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            11,924
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            11,924U.S.
      and Canadian governmentand
      U.S. agency obligationsheld
      by foreign broker-dealers
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            14,084
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            14,084Mutual
      funds
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            48,979
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            48,979Equities
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            539
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            539Total
      investment securities
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            75,526
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            75,526Financial
      Liabilities at Fair Value as ofMarch
      27, 2009In
      thousands
                                                                                                                                                                            
                                                                                                                                                                            Level
      I
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Level
      II
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Level
      III
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            TotalSecurities
      sold, not yet purchased:Certificate
      of deposit
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            1,202
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            1,202U.S.
      and Canadian governmentand
      U.S. agency obligations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            193
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            193State
      and municipal obligations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            259
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            259Corporate
      bonds and notes
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            8,020
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            8,020Collateralized
      mortgage obligations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            22
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            22Equities
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2,244
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2,244Unit
      investment trusts
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            46
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            46Total
      inventory securities
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            2,483
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            9,503
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            11,986
 11
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 Financial
      Assets at Fair Value as ofDecember
      31, 2008In
      thousands
                                                                                                                                                                            
                                                                                                                                                                            Level
      I
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Level
      II
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Level
      III
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            TotalSecurities
      purchased underagreements
      to resell
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            1,354,000
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            1,354,000Securities
      owned:Inventory
      securities:Certificate
      of deposit
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            5,255
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            5,255U.S.
      and Canadian governmentand
      U.S. agency obligations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            1,200
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            1,200State
      and municipal obligations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            14,933
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            14,933Corporate
      bonds and notes
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            9,269
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            9,269Collateralized
      mortgage obligations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            1,113
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            1,113Equities
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            18,851
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            18,851Unit
      investment trusts
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            223
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            223Total
      inventory securities
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            20,274
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            30,570
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            50,844Investment
      Securities:U.S.
      government and agencyobligations
      held by U.S.broker-dealer
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            22,120
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            22,120U.S.
      and Canadian governmentand
      U.S. agency obligationsheld
      by foreign broker-dealers
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            14,206
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            14,206Mutual
      funds
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            55,095
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            55,095Equities
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            773
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            773Total
      investment securities
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            92,194
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            92,194Financial
      Liabilities at Fair Value as ofDecember
      31, 2008In
      thousands
                                                                                                                                                                            
                                                                                                                                                                            Level
      I
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Level
      II
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Level
      III
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            TotalSecurities
      sold, not yet purchased:Certificate
      of deposit
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            528
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            528U.S.
      and Canadian governmentand
      U.S. agency obligations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            95
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            95State
      and municipal obligations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            542
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            542Corporate
      bonds and notes
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            5,847
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            5,847Collateralized
      mortgage obligations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            75
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            75Equities
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            4,937
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            4,937Unit
      investment trusts
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            111
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            111Total
      inventory securities
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            5,143
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            6,992
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            12,135
  12
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 The
Partnership attempts to reduce its exposure to market price fluctuations of its
inventory securities through the sale of U.S. government securities and, to a
limited extent, the sale of fixed income futures contracts.  The
amount of the securities purchased or sold will fluctuate on a daily basis due
to changes in inventory securities owned, interest rates and market
conditions.  Futures contracts are settled daily, and the related gain
or loss is recognized in principal transactions revenue.  The notional
amount of futures contracts sold was $7,000 and $3,000 at March 27, 2009 and
December 31, 2008, respectively.  The underlying assets of these
contracts are not reflected in the Partnership's Consolidated Financial
Statements.
 
 BANK
LOANS AND LINES OF CREDIT
 
 As of
March 27, 2009, the Partnership had lines of credit in place totaling $945,000
($745,000 of which was through uncommitted secured lines of credit, $100,000 of
which was through uncommitted unsecured lines of credit and $100,000 of which
was through committed lines).  Subsequent to March 27, 2009, one bank
with a $150,000 line of credit will no longer confirm uncommitted lines of
credit due to its more conservative lending practices to financial institutions
based upon the current credit market environment.  In addition, the
Partnership chose to cancel another $50,000 line of credit due to a newly
imposed availability fee.  As a result, the Partnership's bank lines
of credit have decreased to $745,000, of which $645,000 is through uncommitted
facilities.  Due to the tightening credit environment and the
uncommitted nature of these credit facilities, the lines of credit are subject
to change and the Partnership cannot assume that these lines of credit will not
decrease further.
 
 Actual
borrowing availability on the secured lines is based on customers' margin
securities which serve as collateral on loans.  There were no amounts
outstanding on these lines of credit at March 27, 2009 or March 28,
2008.  In addition, the Partnership did not borrow against these lines
of credit during the first quarters of 2009 and 2008.
 
 In 2008,
the Partnership entered into a $120,000 revolving unsecured line of credit which
the Partnership used for funding the construction of the new buildings and
parking garages at its home office facilities in St. Louis, Missouri and Tempe,
Arizona.  The revolving unsecured line of credit has a final maturity
date of August 22, 2010.  To the extent that the Partnership obtains
permanent financing on its South Campus facility prior to this maturity date,
such proceeds from this financing must be applied towards the amounts
outstanding on the revolving unsecured line of credit.  Further, any
financing obtained on the South Campus facility will not reduce the total
availability of the revolving unsecured line of credit.  As of March
27, 2009, $73,000 was drawn on the revolving unsecured line of credit (of which
$30,000 was drawn in the first quarter of 2009) to fund the construction
projects.  There have been no additional borrowings on this revolving
unsecured line of credit as of May 8, 2009.  Each draw is for a period
of up to six months, at which time interest is due and the Partnership has the
option to renew the draw.  The Partnership plans to renew the existing
and future draws at their maturities and anticipates that at final maturity the
revolving unsecured line of credit will have an aggregate balance outstanding of
$120,000.  The weighted average interest rate is 1.3% as of March 27,
2009, and fluctuates with LIBOR.
 
 PARTNERSHIP
CAPITAL SUBJECT TO MANDATORY REDEMPTION
 
 The
Financial Accounting Standards Board ("FASB") SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity," ("SFAS 150") established standards for classifying and measuring
certain financial instruments with
  13
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 characteristics
of both liabilities and equity.  Under the provisions of SFAS 150, the
obligation to redeem a partner’s capital in the event of a partner's death is
one of the Statement's criteria requiring capital to be classified as a
liability.
 
 Since the
Partnership Agreement obligates the Partnership to redeem a partner’s capital
after a partner’s death, the Statement requires all of the Partnership’s equity
capital be classified as a liability.  Income allocable to limited,
subordinated limited and general partners prior to the issuance of SFAS 150 was
classified in the Partnership's Consolidated Statement of Income as net
income.  In accordance with SFAS 150, these allocations are now
classified as a reduction of income before allocations to partners, which
results in a presentation of $0 net income for the three month periods ended
March 27, 2009 and March 28, 2008.  The financial statement
presentations required to comply with SFAS 150 do not alter the Partnership’s
treatment of income, income allocations or capital for any other
purposes.  In addition, SFAS 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 on the Consolidated Statements of
Income.  Such income, if any, for each calendar year is allocated to
the Partnership’s three classes of capital in accordance with the formulas
prescribed in the Partnership Agreement.  First, limited partners are
allocated net income (as defined in the Partnership Agreement) in accordance
with the prescribed formula for their share of net income.  Limited
partners do not share in the net loss in any year in which there is a net loss
and the Partnership is not dissolved or liquidated.  Thereafter,
subordinated limited partners and general partners are allocated any remaining
net income or net loss based on formulas in the Partnership
Agreement.
 
 The
partnership capital subject to mandatory redemption, net of the reserve for
anticipated withdrawals, of $1,435,435 consists of $476,463 of limited
partnership capital issued in $1,000 units, $197,799 of subordinated limited
partnership capital and $761,173 of general partnership capital as of March 27,
2009.
 
 The
limited partnership capital subject to mandatory redemption is held by current
and former employees and general partners of the Partnership.  Limited
partners are guaranteed a minimum 7.5% return on the face amount of their
capital, which was $8,975 and $9,246 for the three months ended March 27, 2009
and March 28, 2008, respectively, and is included as a component of Interest
Expense.  The 7.5% return is paid to limited partners regardless of
the Partnership’s earnings.
 
 The
subordinated limited partnership capital subject to mandatory redemption is held
by current and former general partners of the Partnership.  Each
subordinated limited partner receives a varying percentage of the net income of
the Partnership.  The subordinated limited partner capital subject to
mandatory redemption is subordinated to the limited partnership
capital.
 
 NET
CAPITAL REQUIREMENTS
 
 As a
result of its activities as a broker-dealer, Edward Jones is subject to the net
capital provisions of Rule 15c3-1 of the Securities Exchange Act of
1934.  Under the alternative method permitted by the rule, 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 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
  14
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 Securities
and Exchange Commission ("SEC") to the extent they exceed defined levels, even
though such withdrawals would not cause net capital to be less than 5% of
aggregate debit items.
 
 At March
27, 2009, Edward Jones' Net Capital of $812.0 was 46.7% of aggregate debit
items and its net capital in excess of the minimum required was
$777.2.  Net capital after anticipated withdrawals, as a percentage of
aggregate debit items, was 46.5%.  Net capital and the related capital
percentages may fluctuate on a daily basis.
 
 At March
27, 2009, the Partnership's foreign broker-dealer subsidiaries and EJTC were in
compliance with regulatory capital requirements in the jurisdictions in which
they operate.  The United Kingdom ("U.K.") subsidiary of Edward Jones
is subject to an ongoing Financial Services Authority ("FSA") supervisory review
of its Internal Capital Adequacy Assessment Process, which establishes a measure
of required capital for its business operations.  At this time the
Partnership cannot determine the amount of additional regulatory capital, if
any, that may be requested by the FSA.
 
 CONTINGENCIES
 
 In the
normal course of business, the Partnership has been named as a defendant in
various legal actions, including arbitrations, class actions and other
litigation.  Certain of these legal actions include claims for
substantial compensatory and/or punitive damages or claims for indeterminate
amounts of damages.  The Partnership is also involved, from time to
time, in investigations and proceedings by governmental and self-regulatory
agencies, certain of which may result in adverse judgments, fines or
penalties.
 
 In view
of the inherent difficulty of predicting the outcome of such matters,
particularly in cases in which claimants seek substantial or indeterminate
damages, or actions which are in very preliminary stages, the Partnership cannot
predict with certainty the eventual loss or range of loss related to such
matters.  The Partnership has determined that it is likely that
ultimate resolution in favor of the plaintiffs will result in losses to the
Partnership on some of these matters, and as a result, has established
appropriate accruals for potential litigation losses.  Based on
current knowledge and after consultation with counsel, the Partnership believes
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.
 
 Also, in
the normal course of business, the Partnership enters into contracts which
contain indemnification provisions, such as purchase contracts, service
agreements, escrow agreements, sales of assets, outsourcing agreements and
leasing arrangements.  Under the provisions of these contracts, the
Partnership may indemnify counterparties to the contracts for certain aspects of
the Partnership's past conduct if other parties fail to perform, or if certain
events occur.  These indemnification provisions will vary based upon
the contract.  The Partnership may in turn obtain indemnifications
from other parties in certain contracts.  These indemnification
provisions are not expected to have a material impact on the Partnership's
results of operations or financial condition.
 
  15
 PART I.
FINANCIAL INFORMATION
 
 Item
1.   Financial Statements, continued
 COMMITMENTS
 
 The
Partnership is in the process of expanding its home office facilities in order
to support its current and future growth plans.  The construction
activities underway during 2009 include an office building at its St. Louis,
Missouri, North Campus location, a building addition and garage at its St.
Louis, Missouri, South Campus location, and a parking garage at its Tempe,
Arizona campus.  The costs related to these construction activities
are included in construction in process, which is reflected in the equipment,
property and improvements line item on the Consolidated Statement of Financial
Condition.  The Partnership had $160,863 and $118,104 in construction
in progress as of March 27, 2009 and December 31, 2008,
respectively.
 
 The
following table shows the estimated construction, furniture, fixtures and
equipment and infrastructure costs for each construction project, the amounts
associated with executed agreements, amounts paid as of March 27, 2009 and
remaining estimated costs.
  AmountsRemainingBuilding/
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  Amounts
                                                  
                                                  
                                                  to
      be PaidAddition
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  Paid
      as of
                                                  
                                                  
                                                  as
      ofSquare
                                                  
                                                  
                                                  Estimated
                                                  
                                                  
                                                  Executed
                                                  
                                                  
                                                  March
      27,
                                                  
                                                  
                                                  March
      27,Construction
      Project
                                                  
                                                  Footage
                                                  
                                                  
                                                  Costs
                                                  
                                                  
                                                  Agreements
                                                  
                                                  
                                                  2009
                                                  
                                                  
                                                  2009170
      Edward Jones Blvd. &related
      garage (North Campus)*
                                                  
                                                  
                                                  205,000
                                                  
                                                  
                                                  $
                                                  83,541
                                                  
                                                  
                                                  $
                                                  83,302
                                                  
                                                  
                                                  $
                                                  83,220
                                                  
                                                  
                                                  $
                                                  321130
      Edward Jones Blvd.(North
      Campus)
                                                  
                                                  
                                                  370,000
                                                  
                                                  
                                                  
                                                  129,147
                                                  
                                                  
                                                  
                                                  109,187
                                                  
                                                  
                                                  
                                                  76,234
                                                  
                                                  
                                                  
                                                  52,91312555
      Manchester addition andrelated
      garage (South Campus)
                                                  
                                                  
                                                  225,000
                                                  
                                                  
                                                  
                                                  137,651
                                                  
                                                  
                                                  
                                                  118,748
                                                  
                                                  
                                                  
                                                  63,233
                                                  
                                                  
                                                  
                                                  74,418Tempe
      Campus garage
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  19,960
                                                  
                                                  
                                                  
                                                  19,690
                                                  
                                                  
                                                  
                                                  13,851
                                                  
                                                  
                                                  
                                                  6,109Total
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  $
                                                  370,299
                                                  
                                                  
                                                  $
                                                  330,927
                                                  
                                                  
                                                  $
                                                  236,538
                                                  
                                                  
                                                  $
                                                  133,761*This
      building and garage were completed and placed into service in November
      2008.
 The total
estimated amount remaining of $133,761 needed to complete the above construction
projects will be financed by the remaining undrawn balance of $47,000 as of May
8, 2009 on the $120,000 revolving unsecured line of credit (which matures August
2010), as well as the Partnership's existing working capital.  In
addition, the Partnership plans to obtain additional financing.  There
can be no assurance that such financing will be available at attractive terms,
or at all, in the future.  The Partnership anticipates the estimated
amounts remaining to be paid of $133,761 will be incurred and paid throughout
2009 and the first quarter of 2010.
 16
 PART I.
FINANCIAL INFORMATION
 
 ITEM 2.
                      MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 BASIS
OF PRESENTATION
 
 For
internal analysis, the Partnership broadly categorizes its revenues as trade
revenue (revenue from customer buy or sell transactions of securities) and net
fee revenue (sources other than trade revenue).  In the Partnership’s
Consolidated Statements of Income, trade revenue is composed of revenues from
commissions, principal transactions and investment banking.  Net fee
revenue is composed of asset fees, account and activity fees, interest and
dividends (net of interest expense) and other revenues.
 
 RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 27, 2009 AND MARCH 28,
2008
 
 For the
first three months of 2009, net revenue decreased 21% ($211.3 million) to
$795.9 million, and income before allocations to partners decreased 65%
($67.1 million) to $36.2 million.  The Partnership's profit margin
based on income before allocations to partners decreased to 4.5% in 2009, from
10.1% in 2008.  The Partnership’s decrease in net revenues was
primarily due to reduced trade revenue, net interest income, and asset fees,
partially offset by increases in account and activity fee revenue and other
revenue.  For further details on these fluctuations, see discussion in
the Trade Revenue and Net Fee Revenue sections below.  Operating
expenses decreased due primarily to a decrease in financial advisor compensation
(due to reduced trade revenue and reduced asset fees) and in variable
compensation (due to reduced net income and reduced profit margin), which was
partially offset by costs associated with the continued expansion and
enhancement of the Partnership's branch office network.  The
Partnership added 866 financial advisors during the twelve months ended
March 27, 2009, ending the current quarter with 12,264 financial advisors,
an increase of 8% from 11,398 as of March 28, 2008.
 
 Trade
Revenue
 
 Trade
revenue comprised 58% and 57% of net revenue for the first quarters of 2009 and
2008, respectively.  Conversely, net fee revenue comprised 42% and 43%
for the first quarters of 2009 and 2008, respectively.
 
 Trade
revenue of $464.8 million, which consists of revenue from commissions,
principal transactions and investment banking, decreased 19%
($108.3 million) during the first quarter of 2009.  The decrease
in trade revenue was due to a decrease in customer dollars invested (the
principal amount of customer's buy and sell transactions generating a
commission) and one less business day in the first quarter of 2009, which was
partially offset by an increase in the margin earned on overall customer dollars
invested.  Total customer dollars invested were $22.0 billion
during the first quarter of 2009, a 21% ($5.8 billion) decrease from the
first quarter of 2008.  The Partnership's margin earned on each $1,000
invested increased to $21.10 for the first quarter of 2009 from $20.70 for the
first quarter of 2008.
 
 Commissions
revenue decreased 27% ($116.4 million) for the first quarter of 2009 to
$320.8 million.  This quarter over quarter decrease was primarily
due to a 28% ($4.8 billion) decrease in customer dollars invested in
commission generating transactions to $12.4 billion.  The
Partnership's margin earned on commission generating transactions on each $1,000
invested increased to $25.90 during the first quarter of 2009 from $25.40 during
the first quarter of 2008 primarily due to increases in margins earned on equity
products.  Underlying the decrease in commissions revenues in the
first quarter of 2009, mutual fund commissions
  17
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                    Management's Discussion and Analysis of
      Financial Condition and Results of Operations
 decreased
40% ($117.7 million) and equities commissions decreased 6% ($4.9
million).  Partially offsetting the decline in commission revenue were
increased insurance commissions of 9% ($6.2 million).
 
 The
following table summarizes commissions revenue quarter over
quarter:
  Three
      months ended (in millions)March
      27,
                                  
                                  
                                  March
      28,
                                  
                                  
                                  $
                                  
                                  
                                  %2009
                                  
                                  
                                  2008
                                  
                                  
                                  Change
                                  
                                  
                                  ChangeMutual
      funds
                                  
                                  $
                                  174.0
                                  
                                  
                                  $
                                  291.7
                                  
                                  
                                  $
                                  (117.7
                                  )
                                  
                                  
                                  (40
                                  )Insurance
                                  
                                  
                                  74.6
                                  
                                  
                                  
                                  68.4
                                  
                                  
                                  
                                  6.2
                                  
                                  
                                  
                                  9Equities
                                  
                                  
                                  72.1
                                  
                                  
                                  
                                  77.0
                                  
                                  
                                  
                                  (4.9
                                  )
                                  
                                  
                                  (6
                                  )Corporate
      bonds
                                  
                                  
                                  0.1
                                  
                                  
                                  
                                  0.1
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -$
                                  320.8
                                  
                                  
                                  $
                                  437.2
                                  
                                  
                                  $
                                  (116.4
                                  )
                                  
                                  
                                  (27
                                  )
  Principal
transactions revenue increased 1% ($1.7 million) to $125.8 million during the
first quarter of 2009.  Customers invested $9.0 billion in principal
transaction products in the first quarter of 2009 compared to $10.1 billion in
the first quarter of 2008.  The Partnership’s margin earned on
principal transaction products on each $1,000 invested increased to $13.90
during the first quarter of 2009 from $12.50 during the first quarter of 2008
primarily due to a shift into higher margin, tax-free fixed income products from
lower margin certificates of deposit and taxable fixed income
products.  In the first quarter of 2009, revenue from municipal bonds
increased 22% ($13.6 million), certificates of deposit increased 32%
($2.4 million) and unit investment trusts increased 76% ($3.2 million),
while corporate bonds decreased 41% ($16.6 million), government bonds
decreased 4% ($0.2 million) and collateralized mortgage obligations
decreased 18% ($0.7 million).  The increase in municipal bond revenue
is due to the attractive yields on municipal bonds versus their historic yields
relative to treasury securities.  The increase in certificates of
deposit revenue is primarily due to the uncertainty in the securities markets in
2008 and the first quarter of 2009 and customers seeking shorter-term fixed
income investments as a result.  Unit investment trusts revenue
increased due to an increase in the sales of municipal unit investments trusts
related to the attractive tax-free yields in the current
market.  Corporate bond revenue decreased as a result of reduced
activity due to the current interest rate and market environment.
 
  18
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                    Management's Discussion and Analysis of
      Financial Condition and Results of Operations
 The
following table summarizes principal transaction revenue quarter over
quarter:
  Three
      months ended (in millions)March
      27,
                            
                            
                            March
      28,
                            
                            
                            $
                            
                            
                            %2009
                            
                            
                            2008
                            
                            
                            Change
                            
                            
                            ChangeMunicipal
      bonds
                            
                            $
                            75.8
                            
                            
                            $
                            62.2
                            
                            
                            $
                            13.6
                            
                            
                            
                            22Corporate
      bonds
                            
                            
                            23.9
                            
                            
                            
                            40.5
                            
                            
                            
                            (16.6
                            )
                            
                            
                            (41
                            )Certificates
      of deposit
                            
                            
                            10.0
                            
                            
                            
                            7.6
                            
                            
                            
                            2.4
                            
                            
                            
                            32Government
      bonds
                            
                            
                            5.4
                            
                            
                            
                            5.6
                            
                            
                            
                            (0.2
                            )
                            
                            
                            (4
                            )Collateralized
      mortgage obligations
                            
                            
                            3.3
                            
                            
                            
                            4.0
                            
                            
                            
                            (0.7
                            )
                            
                            
                            (18
                            )Unit
      investment trusts
                            
                            
                            7.4
                            
                            
                            
                            4.2
                            
                            
                            
                            3.2
                            
                            
                            
                            76$
                            125.8
                            
                            
                            $
                            124.1
                            
                            
                            $
                            1.7
                            
                            
                            
                            1
 Investment
banking revenue increased 53% ($6.3 million) during the first quarter of 2009 to
$18.2 million, due primarily to an increase in municipal and corporate tax
exempt offerings in the current year.
 
 Net
Fee Revenue
 
 Net fee
revenue, which is fee revenue net of interest expense, decreased 24% ($103.0
million) to $331.1 million during the first quarter of 2009.
 
 Asset
fees decreased 28% ($78.3 million) to $204.0 million due primarily to a
decrease in customers' mutual fund assets held, partially offset by an increase
in the Advisory Solutions program revenue.  The Advisory Solutions
program provides investment advisory services to its customers for a monthly fee
based upon their monthly asset values in the program.  This advisory
program consists of an Edward Jones managed account invested in mutual funds,
exchange-traded funds (ETFs) and money market funds and was first offered by the
Partnership in June 2008.  Average customer mutual fund assets held
decreased 34% ($95.5 billion) to $185.7 billion in the first quarter of
2009 compared to $281.2 billion in the first quarter of 2008.  Average
customer money market assets decreased 5% ($1.1 billion) to $22.7 billion in the
first quarter of 2009 compared to $23.8 billion in the first quarter of
2008.  Insurance assets decreased 24% ($9.7 billion) to $31.2 billion
in the first quarter of 2009 compared to $40.9 billion in the first quarter
of 2008.  The revenue from the Advisory Solutions program was $14.1
million for the first quarter of 2009 as compared to $0 last year, as it was a
new program in June 2008.  The values of customer assets in the
program were $5.8 billion as of March 27, 2009.
 
 As a
49.5% owner of Passport Research Limited, the investment advisor to money market
funds made available to Edward Jones customers, the Partnership participates in
the income of the investment advisor.  Due to the current low interest
rate environment, the investment advisor has voluntarily chosen to reduce
certain fees charged to the funds and may continue to do so in the future, to a
level that will maintain a positive yield on the funds.  Depending
upon the overall interest rate environment, the reduction in fees charged to the
funds in future periods may be more than the reduction in fees in the first
quarter of 2009.  This reduction in fees had no material effect on the
first quarter of 2009.
 
 Account
and activity fees of $119.6 million increased 2% ($2.2 million) quarter over
quarter.
  19
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                    Management's Discussion and Analysis of
      Financial Condition and Results of Operations
 Revenue
received from sub-transfer agent services performed for mutual fund companies
increased 2% ($1.1 million) to $67.4 million.  The number of
customer accounts for which the Partnership provides mutual fund sub-transfer
agent services increased by 3%.  In addition, retirement account fees
increased 7% ($2.1 million) to $31.3 million during the first quarter of 2009,
due primarily to a 7% increase in the number of retirement
accounts.
 
 Net
interest and dividend income decreased 73% ($28.7 million) to $10.4 million
during the first quarter of 2009 due primarily to a decrease in interest
rates.  Interest income from cash segregated under federal and other
regulations and securities purchased under agreements to resell decreased 93%
($18.3 million).  The average funds invested in cash segregated
under federal and other regulations and securities purchased under agreements to
resell during the first quarter of 2009 were $2.9 billion, compared to
$2.5 billion in the first quarter of 2008.  The average rate
earned on these investments decreased to 0.21% during the first quarter of 2009
from 3.24% during the first quarter of 2008.  The rates earned on
these investments trended down throughout 2008 and into the first quarter of
2009 with the most significant declines toward the end of the
2008.  Additionally, interest income from customer loans decreased 34%
($11.1 million) to $22.0 million.  Average customer loan
balances in the first quarter of 2009 decreased 3% ($51.4 million) to $1.9
billion and the average rate earned on customer loan balances decreased due to
the decrease in short-term interest rates during the past year to approximately
5.01% during the first quarter of 2009 from 7.17% during the first quarter of
2008.  In addition, interest expense decreased 24% ($4.6 million) to
$14.9 million during the first quarter of 2009 due to lower subordinated
and long-term debt balances as well as a decrease in customer credit interest
expense.
 
 Other
revenue increased 39% ($1.8 million) quarter over quarter.  The
increase between quarters is primarily attributable to the increase in value in
the investments held related to the Partnership's non-qualified deferred
compensation plan, offset by foreign currency translation losses.  The
investments held related to the non-qualified deferred compensation plan had a
loss in their fair value of $3.0 million through March 27, 2009, versus a loss
of $6.7 million in the same period last year, resulting in a $3.7 million
increase in revenue between the comparable quarters.  As the fair
value of the investments held related to the non-qualified compensation plan
fluctuates, the gains or losses are reflected in other revenue with an offset in
compensation and benefits expense, resulting in no impact to the Partnership's
financial results.  The translation of all the Partnership's foreign
subsidiary financial statements from local currencies to dollars resulted in a
$1.8 million loss during the first quarter of 2009 compared to a
$0.1 million loss in the first quarter of 2008.
 
 Operating
expenses decreased 16% ($144.2 million) to $759.7 million during the first
quarter of 2009.  Compensation and benefits costs decreased 20%
($124.2 million) to $495.1 million.  Within compensation and
benefits costs, financial advisor compensation decreased 21%
($70.0 million) due to decreased trade revenues and service fees, while
financial advisor salary and subsidy increased 7% ($2.6 million) due to an
increased number of new financial advisors participating in new advisor
compensation programs.  Variable compensation, including bonuses and
profit sharing paid to financial advisors, 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 88% ($66.2 million).  Headquarters salary and
benefit expense increased 8% ($6.2 million) to $82.4 million in the first
quarter of 2009.  Branch salary and benefit expense increased 4% ($4.0
million) to $104.8 million.  Salary and benefit costs for
existing and additional personnel increased as the
  20
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                    Management's Discussion and Analysis of
      Financial Condition and Results of Operations
 Partnership
grew its financial advisor network.  On a full time equivalent basis,
the Partnership had 5,154 headquarters associates and 12,141 branch staff
associates as of March 27, 2009, compared to 5,007 headquarters associates and
11,456 branch staff associates as of March 28, 2008.
 
 All other
operating expenses decreased 7% ($20.0 million) to $264.5 million during the
first quarter of 2009 due primarily to the Partnership's focus on reducing
operating costs.
 
 RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 27, 2009 AND DECEMBER 31,
2008
 
 Events
over the past several months, including the frozen credit markets, market
volatility and the reluctance of individual investors to purchase securities
have impacted the financial services industry.  The Partnership has
not been immune to the continued weakening economic conditions and market
turmoil as evidenced by the Partnership's weaker financial results in the first
quarter of 2009 as compared to the same period in 2008, which is evident in the
previous discussion.  The decline in financial results was first seen
in the fourth quarter of 2008.  This discussion compares the first
quarter of 2009 to the fourth quarter of 2008 to provide a more current
comparison than a year over year comparison.
 
 Total
revenue decreased 5% ($40.9 million) in the first quarter of 2009 to $810.8
million as compared to $851.7 million in the fourth quarter of
2008.  Income before allocations to partners decreased 2% ($0.9
million) in the first quarter of 2009 to $36.2 million as compared to
$37.1 million in the fourth quarter of 2008.
 
 Trade
revenue of $464.8 million decreased 8% ($37.9 million) from $502.7
million for the fourth quarter of 2008.  The decrease in trade revenue
was due to a decrease in customer dollars invested and seven less business days
(an 11% decrease) in the first quarter of 2009, which was partially offset by an
increase in the margin earned on overall customer dollars
invested.  Total customer dollars invested were $22.0 billion
during the first quarter of 2009, a 20% ($5.6 million) decrease from the
fourth quarter of 2008.  The Partnership's margin earned on each
$1,000 invested increased to $21.10 for the first quarter of 2009 from $18.30
for the fourth quarter of 2008, primarily due to a shift in product mix to
higher margin mutual fund products from certificates of deposit and other fixed
income securities.  Net fee revenue of $331.1 million for the first
quarter of 2009 remained relatively consistent as compared to $332.0 million for
the fourth quarter of 2008.  Operating expenses decreased 5% ($37.9
million) to $759.7 million for the first quarter of 2009 from $797.6 million for
the fourth quarter of 2008.  This decrease in operating expenses was
due primarily to the Partnership's focus on reducing operating
costs.
 
 MUTUAL
FUNDS AND ANNUITIES
 
 There are
regulatory proposals being considered that could significantly impact the
related 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 customers with respect to payments
received by them from the sales of these products.  It is also
possible that such payments may be restricted by law or
regulation.  For additional discussion of mutual fund regulatory
initiatives, refer to "Item 1A - Risk Factors, Regulatory Initiatives" in the
Partnership's Annual Report on Form 10-K for the fiscal year ended December 31,
2008.
  21
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                    Management's Discussion and Analysis of
      Financial Condition and Results of Operations
 The
Partnership derived 58% of its total revenue from sales and services related to
mutual fund and annuity products in the first three months of 2009 and 65% in
the first three months of 2008.  The Partnership derived 35% of its
total revenue for the first three months of 2009 and 32% for the first three
months of 2008 from one mutual fund vendor.  Significant reductions in
the revenues from these mutual fund sources could have a material impact on the
Partnership's results of operations.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 The
Partnership's capital subject to mandatory redemption at March 27, 2009,
excluding the reserve for anticipated withdrawals, was $1.4 billion, an increase
of $22.7 million from December 31, 2008.  The increase is
primarily due to the retention of general partner earnings ($7.8 million)
and the issuance of subordinated limited partner interests ($23.5 million),
offset by redemption of limited partner and subordinated limited partner
interests ($5.9 million and $2.6 million, respectively).  It has
been the Partnership's practice to retain approximately 28% of income allocated
to General Partners.  For both the first quarters of 2009 and 2008,
the Partnership retained 27.6% of income allocated to General
Partners.
 
 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 a 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 terminating 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 discretion to waive these withdrawal restrictions and to
accelerate the return of capital.
 
 As a
partnership, any withdrawals by general partners, subordinated limited partners
or limited partners would reduce the Partnership's available liquidity and
capital.  Factors that could result in an increased level of
individual partner capital withdrawal requests could include reduced
profitability or potential operating losses of the Partnership or financial
needs of the individual partners.  To date, individual partner
withdrawal requests as indicated above have not been significant nor have the
withdrawal requests had a significant impact on the Partnership's liquidity or
capital resources.
 
 At March
27, 2009, the Partnership had $225.1 million in cash and cash
equivalents.  In addition, the Partnership had $438.8 million in
securities purchased under agreements to resell, which have maturities of less
than one week.  The Partnership also had $2.4 billion in cash
segregated under federal and other regulations, which was not available for
general use.  As of March 27, 2009, the Partnership had lines of
credit in place totaling $945.0 million ($745.0 million of which was
through uncommitted secured lines of credit, $100.0 million of which was through
uncommitted unsecured lines of credit and $100.0 million of which was through
committed lines).  Subsequent to March 27, 2009, one bank with a
$150.0 million line of credit will no longer confirm uncommitted lines of credit
due to its more conservative lending practices to financial institutions based
upon the current credit market environment.  In addition, the
Partnership chose to cancel another $50.0 million line of credit due to a newly
imposed
  22
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                    Management's Discussion and Analysis of
      Financial Condition and Results of Operations
 availability
fee.  As a result, the Partnership's bank lines of credit have
decreased to $745.0 million, of which $645.0 million is through uncommitted
facilities.  Due to the tightening credit environment and the
uncommitted nature of these credit facilities, the lines of credit are subject
to change and the Partnership cannot assume that these lines of credit will not
decrease further.
 
 Actual
borrowing availability on the secured lines is based on customers' margin
securities which serve as collateral on loans.  There were no amounts
outstanding on these lines of credit at March 27, 2009 or March 28,
2008.  In addition, the Partnership did not borrow against these lines
of credit during the first quarters of 2009 and 2008.
 
 In 2008,
the Partnership entered into a $120 million revolving unsecured line of
credit which the Partnership has used for funding the construction of the new
buildings and parking garages at its home office facilities in St. Louis,
Missouri and Tempe, Arizona.  The revolving unsecured line of credit
has a final maturity date of August 22, 2010.  To the extent that the
Partnership obtains permanent financing on its South Campus facility prior to
this maturity date, such proceeds from this financing must be applied towards
the amounts outstanding on the revolving unsecured line of
credit.  Further, any financing obtained on the South Campus facility
will not reduce the total availability of the revolving unsecured line of
credit.  As of March 27, 2009, $73.0 million was drawn on the
revolving unsecured line of credit (of which $30,000 was drawn in the first
quarter of 2009) to fund the construction projects.  There have been
no additional borrowings on this revolving unsecured line of credit as of May 8,
2009.  Each draw is for a period of up to six months, at which time
interest is due and the Partnership has the option to renew the
draw.  The Partnership plans to renew the existing and future draws at
their maturities and anticipates that at final maturity the revolving unsecured
line of credit will have an aggregate balance outstanding of $120
million.  The weighted average interest rate is 1.3% as of March 27,
2009, and fluctuates with LIBOR.
 
 The
Partnership is in the process of expanding its home office facilities in order
to support its current and future growth plans.  The construction
activities underway during 2009 include an office building at its St. Louis,
Missouri, North Campus location, a building addition and garage at its St.
Louis, Missouri, South Campus location, and a parking garage at its Tempe,
Arizona, campus.  The costs related to these construction activities
are included in construction in process, which is reflected in the equipment,
property and improvements line item on the Consolidated Statement of Financial
Condition.  The Partnership had $160.9 million and $118.1 million
in construction in progress as of March 27, 2009 and December 31, 2008,
respectively.
 
  23
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                    Management's Discussion and Analysis of
      Financial Condition and Results of Operations
 The
following table shows the estimated construction, furniture, fixtures and
equipment and infrastructure costs for each construction project, the amounts
associated with executed agreements, amounts paid as of March 27, 2009 and
remaining estimated costs.
 
 (All
amounts in thousands)
 AmountsRemainingBuilding/
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    Amounts
                                                    
                                                    
                                                    to
      be PaidAddition
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    Paid
      as of
                                                    
                                                    
                                                    as
      ofSquare
                                                    
                                                    
                                                    Estimated
                                                    
                                                    
                                                    Executed
                                                    
                                                    
                                                    March
      27,
                                                    
                                                    
                                                    March
      27,Construction Project
                                                    
                                                    Footage
                                                    
                                                    
                                                    Costs
                                                    
                                                    
                                                    Agreements
                                                    
                                                    
                                                    2009
                                                    
                                                    
                                                    2009170
      Edward Jones Blvd. &related
      garage (North Campus)*
                                                    
                                                    
                                                    205,000
                                                    
                                                    
                                                    $
                                                    83,541
                                                    
                                                    
                                                    $
                                                    83,302
                                                    
                                                    
                                                    $
                                                    83,220
                                                    
                                                    
                                                    $
                                                    321130
      Edward Jones Blvd.(North
      Campus)
                                                    
                                                    
                                                    370,000
                                                    
                                                    
                                                    
                                                    129,147
                                                    
                                                    
                                                    
                                                    109,187
                                                    
                                                    
                                                    
                                                    76,234
                                                    
                                                    
                                                    
                                                    52,91312555
      Manchester addition andrelated
      garage (South Campus)
                                                    
                                                    
                                                    225,000
                                                    
                                                    
                                                    
                                                    137,651
                                                    
                                                    
                                                    
                                                    118,748
                                                    
                                                    
                                                    
                                                    63,233
                                                    
                                                    
                                                    
                                                    74,418Tempe
      Campus garage
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    19,960
                                                    
                                                    
                                                    
                                                    19,690
                                                    
                                                    
                                                    
                                                    13,851
                                                    
                                                    
                                                    
                                                    6,109Total
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    $
                                                    370,299
                                                    
                                                    
                                                    $
                                                    330,927
                                                    
                                                    
                                                    $
                                                    236,538
                                                    
                                                    
                                                    $
                                                    133,761*This
      building and garage were completed and placed into service in November
      2008.
 
 The total
estimated amount remaining of $133.8 million needed to complete the above
construction projects will be financed by the remaining undrawn balance of $47.0
million as of May 8, 2009 on the $120.0 million revolving unsecured line of
credit (which matures August 2010), as well as with the Partnership's existing
working capital. In addition, the Partnership plans to obtain additional
financing.  There can be no assurance that such financing will be
available at attractive terms, or at all, in the future.  The
Partnership anticipates the estimated amounts remaining to be paid of $133.8
million will be incurred and paid throughout 2009 and the first quarter of
2010.
 
 In the
first quarter of 2009, cash and cash equivalents increased $8.5 million to
$225.1 million.  Cash provided by operating activities was $97.3
million.  The primary sources of cash provided by operating activities
include income before allocations to partners adjusted for depreciation expense,
decreases in securities purchased under agreements to resell, net receivable
from brokers, dealers and clearing organizations, other assets, receivable from
mutual funds, insurance companies and other, and increases in accounts payable
and accrued expenses.  These increases to cash and cash equivalents
were partially offset by increases in cash segregated under federal and other
regulations and securities owned (net), along with decreases in net payable to
customers and accrued compensation and employee benefits.  In the
first quarter of 2009, cash used in investing activities was $70.0 million
consisting of capital expenditures supporting the growth of the Partnership's
operations and for the construction of new office space as noted
above.  In the first quarter of 2009, cash used in financing
activities was $18.8 million, consisting primarily of partnership withdrawals
and distributions ($63.5 million), redemption of partnership interests
($8.5 million) and repayment of long-term
  24
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                    Management's Discussion and Analysis of
      Financial Condition and Results of Operations
 debt
($0.2 million), offset by the issuance of bank loans ($30.0 million) and
the issuance of partnership interests ($23.5 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.  Under the alternative method
permitted by the rules, Edward Jones must maintain minimum net capital, as
defined, equal to the greater of $0.25 million or 2% of aggregate debit items
arising from customer transactions.  The net capital rules also
provide that partnership capital may not be withdrawn if resulting net capital
would be less than 5% of aggregate debit items.  Additionally, certain
withdrawals require the consent of the SEC to the extent they exceed defined
levels, even though such withdrawals would not cause net capital to be less than
5% of aggregate debit items.  At March 27, 2009, Edward Jones' net
capital of $812.0 million was 46.7% of aggregate debit items and its net
capital in excess of the minimum required was $777.2 million.  Net
capital as a percentage of aggregate debit items after anticipated withdrawals
was 46.5%.  Net capital and the related capital percentage may
fluctuate on a daily basis.
 
 The
Partnership believes that the liquidity provided by existing cash balances and
securities purchased under agreements to resell and borrowing arrangements will
be sufficient to meet the Partnership's capital and liquidity
requirements.  Depending on conditions in the capital markets and
other factors, the Partnership will, from time to time, consider the issuance of
debt, the proceeds of which could be used to meet growth needs or for other
purposes.
 
 The
Partnership's growth has historically been financed through the sale of limited
partnership interests to its employees and existing limited partners, the sale
of subordinated limited partnership interests to its current or retiring general
partners, retention of general partner earnings, private placements of
subordinated debt, long-term secured debt and operating leases under which the
Partnership rents facilities.
 
 CRITICAL
ACCOUNTING POLICIES
 
 The
Partnership's financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which may require
judgment and involve estimation processes to determine its assets, liabilities,
revenues and expenses which 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 recorded at fair value.
  25
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                    Management’s Discussion and Analysis of
      Financial Condition and Results of Operations
 The
Partnership further believes that of its significant accounting policies, the
following significant accounting policies require estimates that involve a
higher degree of judgment and complexity.
 
 The
Partnership provides for potential losses that may arise out of litigation,
regulatory proceedings and other contingencies to the extent that such losses
can be estimated, in accordance with SFAS No. 5, “Accounting for
Contingencies.”  See Part II, Item 1 − Legal Proceedings, and Part I,
Item 2 − Management’s Discussion and Analysis of Financial Condition and Results
of Operations − Mutual Funds and Annuities for further discussion of these
items.  The Partnership regularly monitors its exposures for potential
losses.  The Partnership’s total liability with respect to litigation
and regulatory proceedings represents the best estimate of probable losses after
considering, among other factors, the progress of each case, the Partnership’s
experience and discussions with legal counsel.
 
 The
Partnership’s periodic evaluation of the estimated useful lives of equipment,
property and improvements is based on the original life determined at the time
of purchase and any events or changes in circumstances that would result in a
change in the useful life.
 
 For
additional discussions of the Partnership’s accounting policies, refer to
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations - Critical Accounting Policies” included in the Partnership’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2008.
 
 THE
EFFECTS OF INFLATION
 
 The
Partnership’s net assets are primarily monetary, consisting of cash, securities
inventories and receivables less liabilities.  Monetary net assets are
primarily liquid in nature and would not be significantly affected by
inflation.  Inflation and future expectations of inflation influence
securities prices, as well as activity levels in the securities
markets.  As a result, profitability and capital may be impacted by
inflation and inflationary expectations.  Additionally, inflation’s
impact on the Partnership’s operating expenses may affect profitability to the
extent that additional costs are not recoverable through increased prices of
services offered by the Partnership.
 
 FORWARD-LOOKING
STATEMENTS
 
 This
report on Form 10-Q and, in particular, Management’s Discussion and Analysis of
Financial Condition and Results of Operations, contains forward-looking
statements within the meaning of the federal securities laws.  You can
identify forward-looking statements by the use of the words “believe,” “expect,”
“anticipate,” “intend,” “estimate,” “project,” “will,” “should,” and other
expressions which predict or indicate future events and trends and which do not
relate to historical matters.  You should not rely on forward-looking
statements because they involve known and unknown risks, uncertainties and other
factors, some of which are beyond the control of the
Partnership.  These risks, uncertainties and other factors may cause
the actual results, performance or achievements of the Partnership to be
materially different from the anticipated future results, performance or
achievements expressed or implied by the forward-looking
statements.
  26
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                    Management's Discussion and Analysis of
      Financial Condition and Results of Operations
 Some of
the factors that might cause differences include, but are not limited to, the
following: (1) regulatory actions; (2) litigation; (3) changes in legislation;
(4) actions of competitors; (5) changes in technology; (6) fluctuation or
decline in the fair value of securities; (7) changes in 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
the Partnership does not undertake to update any forward-looking statements to
reflect changes in underlying assumptions or factors, new information, future
events or other changes.
  
 27
 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.  As of March 27, 2009, amounts receivable from customers were
$1.8 billion.  Liabilities include amounts payable to customers
and other interest and non-interest bearing liabilities.
 
 The
Partnership performed an analysis of its financial instruments and assessed the
related interest rate risk and materiality in accordance with the
rules.  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 $24.0
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 $3.0 million.  A decrease in short-term
interest rates currently has a less significant impact on net interest income
due to the current low interest rate environment.  The Partnership has
two distinct types of interest bearing assets, customer receivables from margin
accounts and overnight investments, which are comprised of cash segregated under
federal and other regulations and securities purchased under agreements to
resell.  The Partnership has put in place an interest rate floor for
the interest charged related to its customer margin loans, which helps to limit
the negative impact of declining interest rates.  Overnight
investments have earned interest at an average rate of approximately 21 basis
points (0.21%) for the three months ended March 27, 2009, and therefore the
financial dollar impact of further decline in rates is minimal.
 
 Events
over the past several months, including the frozen credit markets, market
volatility and the reluctance of individual investors to purchase securities
have impacted the financial services industry.  The Partnership has
not been immune to the continued weakening economic conditions and market
turmoil as evidenced by the Partnership's weaker financial results in the first
quarter of 2009 as compared to the same period in 2008.
 
 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.
  28
 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, 2008:
 
 The Wilks v. Edward D. Jones & Co.,
L.P.arbitration is scheduled for a hearing to begin in the summer,
2009.  All but two individual claims within the Givens, et al. v. Edward D. Jones
& Co., L.P.litigation have been settled as of March 9, 2009 for the
aggregate sum of $2.5 million.  The remaining two claims are scheduled
for a hearing to begin in the late summer, 2009.
 
 For
further discussion of legal proceedings, see Part I, Item 3 "Legal Proceedings"
in the Partnership's Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 and the Partnership's Current Report on Form 8-K filed on
April 10, 2009.
  29
 PART II.
OTHER INFORMATION
 ITEM
1A.   RISK FACTORS
 
 There
have been no material changes from the risk factors disclosed in the
Partnership's Form 10-K for the fiscal year ended December 31,
2008.
 
 ITEM 6.
              EXHIBITS
 
 Exhibit
 Number
              Description
 
 3.1
                  *
                  Sixteenth
      Amended and Restated Agreement of Registered Limited Liability Limited
      Partnership of The Jones Financial Companies, L.L.L.P., dated as of May
      12, 2006, incorporated by reference to Exhibit 3.1 to the Partnership's
      Quarterly Report on Form 10-Q for the quarter ended March 31,
      2006.
  3.2
                  *
                  Sixteenth
      Restated Certificate of Limited Partnership of The Jones Financial
      Companies, L.L.L.P., dated as of July 11, 2007, as amended, incorporated
      herein by reference to Exhibit 3.2 to the Partnership's Quarterly Report
      on Form 10-Q for the quarter ended June 29,
  2007.
  3.3
                  *
                  Form
      of Limited Partnership Agreement of Edward D. Jones & Co., L.P.,
      incorporated by reference to Exhibit 2 to the Partnership's Annual Report
      on Form 10-K for the year ended December 31,
  1993.
  31.1
                  **
                  Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the
      Securities Act of 1934, as amended, as adopted pursuant to section 302 of
      the Sarbanes-Oxley Act of
2002.
  31.2
                  **
                  Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the
      Securities Act of 1934, as amended, as adopted pursuant to section 302 of
      the Sarbanes-Oxley Act of
2002.
  32.1
                  **
                  Certification
      of Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted
      pursuant to section 906 of the Sarbanes-Oxley Act of
  2002.
  32.2
                  **
                  Certification
      of Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted
      pursuant to section 906 of the Sarbanes-Oxley Act of
  2002.
   *   Incorporated
by reference to previously filed exhibits.
 ** Filed
herewith.
  30
 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:
      May 8, 2009
                    /s/
                    James
      D. WeddleJames
      D. Weddle, Chief Executive
Officer
 
 
 Date:
      May 8, 2009
                /s/
                Kevin
      D. BastienKevin
      D. Bastien, Chief Financial Officer(Principal
      Accounting Officer)