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 1934For the
      quarterly period ended June 26, 2009OR[     ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      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 offices)


(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)





Indicate 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 to Mandatory
      Redemption
                          6Consolidated Statements of Cash
Flows
                          7Notes to Consolidated Financial
    Statements
                          8Item
      2.
                          Management’s Discussion and Analysis of
      FinancialCondition and Results of Operations
                          19Item
      3.
                          Quantitative and Qualitative Disclosures About Market
      Risk
                          35Item
      4.
                          Controls and Procedures
                          35Part
      II.
                          OTHER INFORMATIONItem
      1.
                          Legal Proceedings
                          36Item
      1A.
                          Risk Factors
                          38Item
      6.
                          Exhibits
                          38Signatures
                          39


2


PART I. FINANCIAL INFORMATION
 
 Item
1. FINANCIAL STATEMENTS





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


CONSOLIDATED STATEMENTS OF FINANCIAL
CONDITION


ASSETS





(Unaudited)June
      26,
                                
                                
                                December
      31,(Dollars
      in thousands)
                                
                                2009
                                
                                
                                2008Cash and cash
      equivalents
                                
                                $
                                356,445
                                
                                
                                $
                                216,645Cash
      segregated under federal and other regulations
                                
                                
                                2,223,154
                                
                                
                                
                                2,221,032Securities
      purchased under agreements to resell
                                
                                
                                390,832
                                
                                
                                
                                1,354,000Receivable
      from:Customers
                                
                                
                                1,952,737
                                
                                
                                
                                1,966,972Brokers,
      dealers and clearing organizations
                                
                                
                                192,145
                                
                                
                                
                                332,349Mutual funds,
      insurance companies and other
                                
                                
                                152,357
                                
                                
                                
                                147,808Securities
      owned, at fair valueInventory
      securities
                                
                                
                                139,083
                                
                                
                                
                                50,844Investment
      securities
                                
                                
                                92,335
                                
                                
                                
                                92,194Equipment,
      property and improvements, at cost,net of
      accumulated depreciation
                                
                                
                                599,816
                                
                                
                                
                                531,374Other
      assets
                                
                                
                                81,341
                                
                                
                                
                                78,676TOTAL
      ASSETS
                                
                                $
                                6,180,245
                                
                                
                                $
                                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)June
      26,
                                        
                                        
                                        December
      31,(Dollars
      in thousands)
                                        
                                        2009
                                        
                                        
                                        2008Payable
      to:Customers
                                        
                                        $
                                        3,793,864
                                        
                                        
                                        $
                                        4,651,640Brokers,
      dealers and clearing organizations
                                        
                                        
                                        120,296
                                        
                                        
                                        
                                        40,612Securities
      sold, not yet purchased, at fair value
                                        
                                        
                                        10,165
                                        
                                        
                                        
                                        12,135Accrued
      compensation and employee benefits
                                        
                                        
                                        282,243
                                        
                                        
                                        
                                        324,328Accounts
      payable and accrued expenses
                                        
                                        
                                        159,861
                                        
                                        
                                        
                                        174,672Bank
      loans
                                        
                                        
                                        73,000
                                        
                                        
                                        
                                        43,000Long-term
      debt
                                        
                                        
                                        8,698
                                        
                                        
                                        
                                        9,0924,448,127
                                        
                                        
                                        
                                        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
                                        
                                        
                                        1,440,595
                                        
                                        
                                        
                                        1,412,695Reserve for
      anticipated withdrawals
                                        
                                        
                                        30,423
                                        
                                        
                                        
                                        62,620Total
      partnership capital subject to mandatory redemption
                                        
                                        
                                        1,471,018
                                        
                                        
                                        
                                        1,475,315TOTAL
      LIABILITIES
                                        
                                        $
                                        6,180,245
                                        
                                        
                                        $
                                        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
                                                                                    
                                                                                    
                                                                                    Six
      Months Ended(Dollars
      in thousands,
                                                                                    
                                                                                    June
      26,
                                                                                    
                                                                                    
                                                                                    June
      27,
                                                                                    
                                                                                    
                                                                                    June
      26,
                                                                                    
                                                                                    
                                                                                    June
      27,except
      per unit information)
                                                                                    
                                                                                    2009
                                                                                    
                                                                                    
                                                                                    2008
                                                                                    
                                                                                    
                                                                                    2009
                                                                                    
                                                                                    
                                                                                    2008Revenue:Trade
      RevenueCommissions
                                                                                    
                                                                                    $
                                                                                    338,560
                                                                                    
                                                                                    
                                                                                    $
                                                                                    436,649
                                                                                    
                                                                                    
                                                                                    $
                                                                                    659,337
                                                                                    
                                                                                    
                                                                                    $
                                                                                    873,801Principal
      transactions
                                                                                    
                                                                                    
                                                                                    119,427
                                                                                    
                                                                                    
                                                                                    
                                                                                    127,128
                                                                                    
                                                                                    
                                                                                    
                                                                                    245,236
                                                                                    
                                                                                    
                                                                                    
                                                                                    251,230Investment
      banking
                                                                                    
                                                                                    
                                                                                    22,441
                                                                                    
                                                                                    
                                                                                    
                                                                                    12,986
                                                                                    
                                                                                    
                                                                                    
                                                                                    40,679
                                                                                    
                                                                                    
                                                                                    
                                                                                    24,885Fee
      RevenueAsset
      fees
                                                                                    
                                                                                    
                                                                                    225,803
                                                                                    
                                                                                    
                                                                                    
                                                                                    287,010
                                                                                    
                                                                                    
                                                                                    
                                                                                    429,776
                                                                                    
                                                                                    
                                                                                    
                                                                                    569,272Account and
      activity fees
                                                                                    
                                                                                    
                                                                                    121,793
                                                                                    
                                                                                    
                                                                                    
                                                                                    117,078
                                                                                    
                                                                                    
                                                                                    
                                                                                    241,388
                                                                                    
                                                                                    
                                                                                    
                                                                                    234,512Interest and
      dividends
                                                                                    
                                                                                    
                                                                                    27,745
                                                                                    
                                                                                    
                                                                                    
                                                                                    48,251
                                                                                    
                                                                                    
                                                                                    
                                                                                    53,018
                                                                                    
                                                                                    
                                                                                    
                                                                                    106,805Other
      revenue
                                                                                    
                                                                                    
                                                                                    25,309
                                                                                    
                                                                                    
                                                                                    
                                                                                    3,536
                                                                                    
                                                                                    
                                                                                    
                                                                                    22,453
                                                                                    
                                                                                    
                                                                                    
                                                                                    (1,146
                                                                                    )Total
      revenue
                                                                                    
                                                                                    
                                                                                    881,078
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,032,638
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,691,887
                                                                                    
                                                                                    
                                                                                    
                                                                                    2,059,359Interest
      expense
                                                                                    
                                                                                    
                                                                                    14,339
                                                                                    
                                                                                    
                                                                                    
                                                                                    18,475
                                                                                    
                                                                                    
                                                                                    
                                                                                    29,243
                                                                                    
                                                                                    
                                                                                    
                                                                                    38,010Net
      revenue
                                                                                    
                                                                                    
                                                                                    866,739
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,014,163
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,662,644
                                                                                    
                                                                                    
                                                                                    
                                                                                    2,021,349Operating
      expenses:Compensation
      and benefits
                                                                                    
                                                                                    
                                                                                    541,712
                                                                                    
                                                                                    
                                                                                    
                                                                                    627,446
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,036,850
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,246,738Occupancy and
      equipment
                                                                                    
                                                                                    
                                                                                    80,477
                                                                                    
                                                                                    
                                                                                    
                                                                                    77,273
                                                                                    
                                                                                    
                                                                                    
                                                                                    162,028
                                                                                    
                                                                                    
                                                                                    
                                                                                    153,485Communications
      and data processing
                                                                                    
                                                                                    
                                                                                    73,683
                                                                                    
                                                                                    
                                                                                    
                                                                                    79,743
                                                                                    
                                                                                    
                                                                                    
                                                                                    147,950
                                                                                    
                                                                                    
                                                                                    
                                                                                    157,863Payroll and
      other taxes
                                                                                    
                                                                                    
                                                                                    35,792
                                                                                    
                                                                                    
                                                                                    
                                                                                    37,834
                                                                                    
                                                                                    
                                                                                    
                                                                                    73,309
                                                                                    
                                                                                    
                                                                                    
                                                                                    81,454Postage and
      shipping
                                                                                    
                                                                                    
                                                                                    12,920
                                                                                    
                                                                                    
                                                                                    
                                                                                    13,920
                                                                                    
                                                                                    
                                                                                    
                                                                                    24,278
                                                                                    
                                                                                    
                                                                                    
                                                                                    27,812Advertising
                                                                                    
                                                                                    
                                                                                    11,426
                                                                                    
                                                                                    
                                                                                    
                                                                                    19,041
                                                                                    
                                                                                    
                                                                                    
                                                                                    26,523
                                                                                    
                                                                                    
                                                                                    
                                                                                    37,746Clearance
      fees
                                                                                    
                                                                                    
                                                                                    4,290
                                                                                    
                                                                                    
                                                                                    
                                                                                    5,464
                                                                                    
                                                                                    
                                                                                    
                                                                                    8,017
                                                                                    
                                                                                    
                                                                                    
                                                                                    8,687Other
      operating expenses
                                                                                    
                                                                                    
                                                                                    41,279
                                                                                    
                                                                                    
                                                                                    
                                                                                    54,931
                                                                                    
                                                                                    
                                                                                    
                                                                                    82,283
                                                                                    
                                                                                    
                                                                                    
                                                                                    105,700Total
      operating expenses
                                                                                    
                                                                                    
                                                                                    801,579
                                                                                    
                                                                                    
                                                                                    
                                                                                    915,652
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,561,238
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,819,485Income before
      allocations to partners
                                                                                    
                                                                                    
                                                                                    65,160
                                                                                    
                                                                                    
                                                                                    
                                                                                    98,511
                                                                                    
                                                                                    
                                                                                    
                                                                                    101,406
                                                                                    
                                                                                    
                                                                                    
                                                                                    201,864Allocations
      to partners:Limited
      partners
                                                                                    
                                                                                    
                                                                                    7,772
                                                                                    
                                                                                    
                                                                                    
                                                                                    13,357
                                                                                    
                                                                                    
                                                                                    
                                                                                    12,146
                                                                                    
                                                                                    
                                                                                    
                                                                                    27,448Subordinated
      limited partners
                                                                                    
                                                                                    
                                                                                    6,551
                                                                                    
                                                                                    
                                                                                    
                                                                                    9,392
                                                                                    
                                                                                    
                                                                                    
                                                                                    10,240
                                                                                    
                                                                                    
                                                                                    
                                                                                    19,484General
      partners
                                                                                    
                                                                                    
                                                                                    50,837
                                                                                    
                                                                                    
                                                                                    
                                                                                    75,762
                                                                                    
                                                                                    
                                                                                    
                                                                                    79,020
                                                                                    
                                                                                    
                                                                                    
                                                                                    154,932Net
      Income
                                                                                    
                                                                                    $
                                                                                    -
                                                                                    
                                                                                    
                                                                                    $
                                                                                    -
                                                                                    
                                                                                    
                                                                                    $
                                                                                    -
                                                                                    
                                                                                    
                                                                                    $
                                                                                    -Income before
      allocations to partnersper
      weighted average $1,000equivalent
      limited partnership unit outstanding
                                                                                    
                                                                                    $
                                                                                    16.43
                                                                                    
                                                                                    
                                                                                    $
                                                                                    27.23
                                                                                    
                                                                                    
                                                                                    $
                                                                                    25.57
                                                                                    
                                                                                    
                                                                                    $
                                                                                    55.81Weighted
      average $1,000 equivalentlimited
      partnership units outstanding
                                                                                    
                                                                                    
                                                                                    473,037
                                                                                    
                                                                                    
                                                                                    
                                                                                    490,452
                                                                                    
                                                                                    
                                                                                    
                                                                                    474,941
                                                                                    
                                                                                    
                                                                                    
                                                                                    491,776


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


SIX
MONTHS ENDED JUNE 26, 2009 AND JUNE 27, 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
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                31,437
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                31,437Redemption of
      partnership interests
                                                                                                                                
                                                                                                                                
                                                                                                                                (4,928
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (617
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                (5,545
                                                                                                                                )Income
      allocated to partners
                                                                                                                                
                                                                                                                                
                                                                                                                                27,448
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                19,484
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                154,932
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                201,864Withdrawals
      and distributions
                                                                                                                                
                                                                                                                                
                                                                                                                                (3,239
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (16,236
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (83,021
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (102,496
                                                                                                                                )TOTAL
      PARTNERSHIP CAPITALSUBJECT
      TO MANDATORYREDEMPTION,
      JUNE 27, 2008
                                                                                                                                
                                                                                                                                $
                                                                                                                                513,767
                                                                                                                                
                                                                                                                                
                                                                                                                                $
                                                                                                                                180,745
                                                                                                                                
                                                                                                                                
                                                                                                                                $
                                                                                                                                759,090
                                                                                                                                
                                                                                                                                
                                                                                                                                $
                                                                                                                                1,453,602Reserve for
      anticipated withdrawals
                                                                                                                                
                                                                                                                                
                                                                                                                                (24,209
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (3,248
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (29,149
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (56,606
                                                                                                                                )Partnership
      capital subject to mandatoryredemption,
      net of reserve for anticipatedwithdrawals,
      June 27, 2008
                                                                                                                                
                                                                                                                                
                                                                                                                                489,558
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                177,497
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                729,941
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                1,396,996TOTAL
      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
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                23,984
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                -
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                23,984Redemption of
      partnership interests
                                                                                                                                
                                                                                                                                
                                                                                                                                (10,740
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (5,226
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (1,924
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (17,890
                                                                                                                                )Income
      allocated to partners
                                                                                                                                
                                                                                                                                
                                                                                                                                12,146
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                10,240
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                79,020
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                101,406Withdrawals
      and distributions
                                                                                                                                
                                                                                                                                
                                                                                                                                (1,944
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (7,917
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (39,316
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (49,177
                                                                                                                                )TOTAL
      PARTNERSHIP CAPITALSUBJECT
      TO MANDATORYREDEMPTION,
      JUNE 26, 2009
                                                                                                                                
                                                                                                                                $
                                                                                                                                481,828
                                                                                                                                
                                                                                                                                
                                                                                                                                $
                                                                                                                                198,014
                                                                                                                                
                                                                                                                                
                                                                                                                                $
                                                                                                                                791,176
                                                                                                                                
                                                                                                                                
                                                                                                                                $
                                                                                                                                1,471,018Reserve for
      anticipated withdrawals
                                                                                                                                
                                                                                                                                
                                                                                                                                (10,202
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (2,323
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (17,898
                                                                                                                                )
                                                                                                                                
                                                                                                                                
                                                                                                                                (30,423
                                                                                                                                )Partnership
      capital subject to mandatoryredemption,
      net of reserve for anticipatedwithdrawals,
      June 26, 2009
                                                                                                                                
                                                                                                                                
                                                                                                                                471,626
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                195,691
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                773,278
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                1,440,595






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)
 Six
      Months EndedJune
      26,
                                                                    
                                                                    
                                                                    June
      27,(Dollars
      in thousands)
                                                                    
                                                                    2009
                                                                    
                                                                    
                                                                    2008CASH FLOWS
      FROM OPERATING ACTIVITIES:Net
      income
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -Adjustments
      to reconcile net income to netcash provided
      by operating activities -Income before
      allocations to partners
                                                                    
                                                                    
                                                                    101,406
                                                                    
                                                                    
                                                                    
                                                                    201,864Depreciation
                                                                    
                                                                    
                                                                    44,968
                                                                    
                                                                    
                                                                    
                                                                    43,155Changes in
      assets and liabilities:Cash
      segregated under federal and other regulations
                                                                    
                                                                    
                                                                    (2,122
                                                                    )
                                                                    
                                                                    
                                                                    303,129Securities
      purchased under agreements to resell
                                                                    
                                                                    
                                                                    963,168
                                                                    
                                                                    
                                                                    
                                                                    (102,000
                                                                    )Net payable
      to customers
                                                                    
                                                                    
                                                                    (843,541
                                                                    )
                                                                    
                                                                    
                                                                    (80,754
                                                                    )Net
      receivable from brokers, dealers andclearing
      organizations
                                                                    
                                                                    
                                                                    219,888
                                                                    
                                                                    
                                                                    
                                                                    93,142Receivable
      from mutual funds, insurance companiesand
      other
                                                                    
                                                                    
                                                                    (4,549
                                                                    )
                                                                    
                                                                    
                                                                    2,011Securities
      owned, net
                                                                    
                                                                    
                                                                    (90,350
                                                                    )
                                                                    
                                                                    
                                                                    (59,811
                                                                    )Other
      assets
                                                                    
                                                                    
                                                                    (2,665
                                                                    )
                                                                    
                                                                    
                                                                    (5,476
                                                                    )Accrued
      compensation and employee benefits
                                                                    
                                                                    
                                                                    (42,085
                                                                    )
                                                                    
                                                                    
                                                                    (145,550
                                                                    )Accounts
      payable and accrued expenses
                                                                    
                                                                    
                                                                    (1,403
                                                                    )
                                                                    
                                                                    
                                                                    (24,039
                                                                    )Net cash
      provided by operating activities
                                                                    
                                                                    
                                                                    342,715
                                                                    
                                                                    
                                                                    
                                                                    225,671CASH FLOWS
      FROM INVESTING ACTIVITIES:Purchase of
      equipment, property and improvements, net
                                                                    
                                                                    
                                                                    (126,818
                                                                    )
                                                                    
                                                                    
                                                                    (85,190
                                                                    )Net cash used
      in investing activities
                                                                    
                                                                    
                                                                    (126,818
                                                                    )
                                                                    
                                                                    
                                                                    (85,190
                                                                    )CASH FLOWS
      FROM FINANCING ACTIVITIES:Issuance of
      bank loans
                                                                    
                                                                    
                                                                    30,000
                                                                    
                                                                    
                                                                    
                                                                    -Repayment of
      long-term debt
                                                                    
                                                                    
                                                                    (394
                                                                    )
                                                                    
                                                                    
                                                                    (1,362
                                                                    )Issuance of
      partnership interests
                                                                    
                                                                    
                                                                    23,984
                                                                    
                                                                    
                                                                    
                                                                    31,437Redemption of
      partnership interests
                                                                    
                                                                    
                                                                    (17,890
                                                                    )
                                                                    
                                                                    
                                                                    (5,545
                                                                    )Withdrawals
      and distributions from partnership capital
                                                                    
                                                                    
                                                                    (111,797
                                                                    )
                                                                    
                                                                    
                                                                    (224,934
                                                                    )Net cash used
      in financing activities
                                                                    
                                                                    
                                                                    (76,097
                                                                    )
                                                                    
                                                                    
                                                                    (200,404
                                                                    )Net increase
      (decrease) in cash and cash equivalents
                                                                    
                                                                    
                                                                    139,800
                                                                    
                                                                    
                                                                    
                                                                    (59,923
                                                                    )CASH AND CASH
      EQUIVALENTS:Beginning of
      period
                                                                    
                                                                    
                                                                    216,645
                                                                    
                                                                    
                                                                    
                                                                    378,141End of
      period
                                                                    
                                                                    $
                                                                    356,445
                                                                    
                                                                    
                                                                    $
                                                                    318,218Cash paid for
      interest
                                                                    
                                                                    $
                                                                    29,288
                                                                    
                                                                    
                                                                    $
                                                                    38,126Cash paid for
      taxes
                                                                    
                                                                    $
                                                                    2,421
                                                                    
                                                                    
                                                                    $
                                                                    2,737NON-CASH
      ACTIVITIES:Additions
      of equipment, property and improvements in accounts payable and accrued
      expenses
                                                                    
                                                                    $
                                                                    13,112
                                                                    
                                                                    
                                                                    $
                                                                    7,698


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 six months ended May 31, 2009 and 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 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
and 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, the Partnership will redeem a partner’s capital in
the event of the partner’s death, resignation or termination.  In the
event of the partner’s death, the Partnership must redeem the partner’s capital
within six months of death.  Limited partners withdrawing from the
Partnership due to termination or resignation must redeem their capital in three
equal annual installments beginning the month after their resignation or
termination.  However, the capital of general partners resigning or
being terminated from the Partnership is converted to subordinated limited
partnership capital.  Subordinated limited partners are repaid their
capital in four equal annual installments (beginning the month after their
request for withdrawal of contributed capital).  The Partnership’s
managing partner has the discretion to waive these withdrawal restrictions 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.





The interim
financial information included herein is unaudited.  However, in the
opinion of management, such information includes all adjustments, consisting
primarily of normal recurring




8
 PART I. FINANCIAL
INFORMATION
 
 Item 1. Financial
Statements, continued




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 six months ended June 26, 2009 and June 27, 2008 are not
necessarily indicative of the results to be expected for the full
year.  The Partnership has evaluated subsequent events for recognition
or disclosure through August 7, 2009, which was the date this Quarterly Report
on Form 10-Q was filed with the Securities and Exchange Commission
("SEC").  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 other revenues received under agreements
with mutual fund and insurance companies based on the underlying value of the
Partnership’s customers’ assets invested in those companies’
products.  The Partnership also receives asset fee revenue from its
Advisory Solutions and Managed Account Programs, which provide investment
advisory services to its customers for a fee based upon their asset values in
the program.  Asset-based revenues related to the Partnership’s
interest in the advisor (Passport Research Limited) to 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 25% of its total revenue for the six months ended June 26, 2009 and 32%
of its total revenue for the six months ended June 27, 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.




9
 PART I. FINANCIAL
INFORMATION
 
 Item 1. Financial
Statements, continued




Recently Issued Accounting
Standards.In April 2009, the Financial Accounting Standards
Board ("FASB") issued two Staff Positions ("FSP") that are intended to provide
additional Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly Interim Disclosures about Fair Value
of Financial Instruments





In April 2009, the
FASB issued SFAS No. 165, Subsequent Events ("SFAS
165").  SFAS 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or available to be issued.  Although
this standard is based on the same principles as those that existed in previous
accounting standards, it includes a new required disclosure of the date through
which an entity has evaluated subsequent events.  Adoption of SFAS 165
did not have a material impact on the Partnership's Consolidated Financial
Statements.  See the "Basis of Presentation" section for this new
disclosure.





In June 2009, the
FASB issued SFAS No. 168, The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles ("SFAS 168").  SFAS 168 identifies the
FASB Accounting Standards Codification as the authoritative source of Generally
Accepted Accounting Principles ("GAAP") in the United States of
America.  Rules and interpretive releases of the SEC under federal
securities laws are also sources of authoritative GAAP for SEC
registrants.  SFAS 168 is effective for financial statements issued
for interim and annual periods ending after September 15, 2009.  The
Partnership does not expect adoption to have a material impact on the
Partnership's Consolidated Financial Statements.





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.





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 SFAS No. 157, Fair Value Measurements, and
directly related to the amount of subjectivity associated with the inputs to
fair valuation of these assets and liabilities, are as follows:





10
 PART I. FINANCIAL
INFORMATION
 
 Item 1. Financial
Statements, continued


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 certificates of deposit,
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 quarter
and six months ended June 26, 2009.





11
 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 June 26, 2009 and December 31, 2008:








Financial
      Assets at Fair Value as ofJune
      26, 2009In
      thousands
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  Level
      I
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  Level
      II
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  Level
      III
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  TotalSecurities
      purchased underagreements
      to resell
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  390,832
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  390,832Securities
      owned:Inventory
      securities:Certificates
      of deposit
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  4,566
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  4,566U.S.
      and Canadian governmentand
      U.S. agency obligations
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  2,556
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  2,556State
      and municipal obligations
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  92,809
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  92,809Corporate
      bonds and notes
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  19,251
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  19,251Collateralized
      mortgage obligations
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  831
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  831Equities
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  18,831
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  18,831Unit
      investment trusts
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  239
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  239Total
      inventory securities
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  21,626
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  117,457
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  139,083Investment
      Securities:U.S.
      government and agencyobligations
      held by U.S.broker-dealer
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  11,853
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  11,853U.S.
      and Canadian governmentand
      U.S. agency obligationsheld by
      foreign broker-dealers
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  16,258
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  16,258Municipal
      bonds
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  6,941
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  6,941Mutual
      funds
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  56,491
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  56,491Equities
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  792
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  792Total
      investment securities
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  85,394
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  6,941
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  92,335Financial
      Liabilities at Fair Value as ofJune
      26, 2009In
      thousands
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  Level
      I
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  Level
      II
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  Level
      III
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  TotalSecurities
      sold, not yet purchased:Certificate
      of deposit
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  792
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  792U.S.
      and Canadian governmentand
      U.S. agency obligations
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  188
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  188State
      and municipal obligations
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  283
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  283Corporate
      bonds and notes
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  4,812
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  4,812Collateralized
      mortgage obligations
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  40
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  40Equities
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  3,962
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  3,962Unit
      investment trusts
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  88
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  88Total
      inventory securities
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  4,238
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  5,927
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                  10,165





12
 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:Certificates
      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









13
 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 as of June 26, 2009 and December 31, 2008 were
$10,000 and $3,000, respectively.  The underlying assets of these
contracts are not reflected in the Partnership's Consolidated Financial
Statements.





The Partnership
estimates the fair value of long-term debt and liabilities subordinated to
claims of general creditors based on the present value of future principal and
interest payments associated with the debt.  The estimated fair value
of long-term debt was approximately $7,164 and $7,911 as of June 26, 2009 and
December 31, 2008, respectively.  The estimated fair value of
liabilities subordinated to claims of general creditors was approximately
$238,533 and $238,000 as of June 26, 2009 and December 31, 2008,
respectively.





BANK
LOANS AND LINES OF CREDIT





As of June 26,
2009, the Partnership had aggregate bank lines of credit in place totaling
$745,000.  These lines of credit are comprised of uncommitted secured
lines of credit of $595,000, a committed secured line of $100,000 and a $50,000
uncommitted unsecured line.  The $100,000 committed secured line of
credit matures on August 12, 2009 and the Partnership plans to renew all or part
of this line of credit.  Subsequent to June 26, 2009, one bank reduced
an uncommitted secured $20,000 line of credit to $10,000 due to its anticipated
participation in future Partnership borrowings related to the construction
projects discussed below.  This decrease reduced the aggregate bank
lines of credit to $735,000.  The Partnership's uncommitted lines of
credit are subject to change at the discretion of the banks and, therefore, due
to credit market conditions and the uncommitted nature of these credit
facilities, 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 as of June 26, 2009 and June 27, 2008.  In
addition, the Partnership did not borrow against these lines of credit during
the first six months of 2009 and 2008.





In 2008, the
Partnership entered into a $120,000 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 the Partnership obtains
permanent financing on its St. Louis, Missouri South Campus facility ("South
Campus") prior to August 22, 2010, the Partnership must apply the proceeds from
the financing towards the amounts outstanding on the revolving unsecured line of
credit.  However, any financing obtained for the South Campus facility
will not reduce the total $120,000 availability under the revolving unsecured
line of credit.  As of June 26, 2009, the Partnership has drawn
$73,000 on the revolving unsecured line of credit (of which $30,000 was drawn in
the first six months of 2009) to fund construction projects.  There
have been no additional borrowings on this revolving unsecured line of credit as
of August 7, 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





14
 PART I. FINANCIAL
INFORMATION
 
 Item 1. Financial
Statements, continued
  outstanding of
$120,000.  The weighted average interest rate was 1.1% as of June 26,
2009, and fluctuates with the London Interbank Offered Rate
("LIBOR").





PARTNERSHIP
CAPITAL SUBJECT TO MANDATORY REDEMPTION





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 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 and six month periods
ended June 26, 2009 and June 27, 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 $1,440,595 consists of $471,626 of limited partnership capital
issued in $1,000 units, $195,691 of subordinated limited partnership capital and
$773,278 of general partnership capital as of June 26, 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 is included as a component of interest expense.  This
return was $8,871 and $9,194 for the three months ended June 26, 2009 and June
27, 2008, respectively, and $17,846 and $18,441 for the six months ended June
26, 2009 and June 27, 2008, respectively.  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.




15
 PART I. FINANCIAL
INFORMATION
 
 Item 1. Financial
Statements, continued


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
Securities and Exchange Commission ("SEC") to the extent they exceed defined
levels, even though such withdrawals would not cause net capital to be less than
5% of aggregate debit items.





At June 26, 2009,
Edward Jones' Net Capital of $710.6 was 38.4% of aggregate debit items and
its net capital in excess of the minimum required was $673.6.  Net
capital after anticipated withdrawals, as a percentage of aggregate debit items,
was 38.2%.  Net capital and the related capital percentages may
fluctuate on a daily basis.





At June 26, 2009,
the Partnership’s foreign broker-dealer subsidiaries and EJTC were in compliance
with regulatory capital requirements in the jurisdictions in which they
operate.





During the second
quarter of 2009, the Financial Services Authority ("FSA") completed a new
supervisory review requirement of the Internal Capital Adequacy Assessment
Process ("ICAAP") for the United Kingdom ("U.K.") subsidiary of Edward
Jones.  This review established an amount of required capital for the
Partnership's U.K. subsidiary.  The existing capital of the U.K.
subsidiary was already in excess of the increased minimum capital required by
the FSA and therefore no additional capital was required to be contributed to
the U.K. subsidiary as a result of the ICAAP review.





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 it is likely that an 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 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




16
 PART I. FINANCIAL
INFORMATION
 
 Item 1. Financial
Statements, continued
  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 such
counterparties 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.




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 South Campus location, and a
parking garage at its Tempe, Arizona campus.  The parking garage at
the Tempe, Arizona campus was completed and placed into service on July 6,
2009.  The costs related to these construction activities are
reflected in the construction in progress, which is reflected in the equipment,
property and improvements line item on the Consolidated Statement of Financial
Condition.  The Partnership had $196,106 and $118,104 in construction
in progress as of June 26, 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 June 26, 2009 and remaining estimated
costs.







EstimatedCostsBuilding/
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    Amounts
                                                                    
                                                                    
                                                                    RemainingAddition
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    Paid
      as of
                                                                    
                                                                    
                                                                    as
      ofSquare
                                                                    
                                                                    
                                                                    Estimated
                                                                    
                                                                    Executed
                                                                    
                                                                    
                                                                    June
      26,
                                                                    
                                                                    
                                                                    June
      26,Construction
      Project
                                                                    
                                                                    Footage
                                                                    
                                                                    
                                                                    Costs
                                                                    
                                                                    Agreements
                                                                    
                                                                    
                                                                    2009
                                                                    
                                                                    
                                                                    2009130 Edward
      Jones Blvd.(North
      Campus)
                                                                    
                                                                    
                                                                    370,000
                                                                    
                                                                    
                                                                    $
                                                                    129,147
                                                                    
                                                                    
                                                                    $
                                                                    114,532
                                                                    
                                                                    
                                                                    $
                                                                    94,732
                                                                    
                                                                    
                                                                    $
                                                                    34,41512555
      Manchester addition andrelated
      garage (South Campus)
                                                                    
                                                                    
                                                                    225,000
                                                                    
                                                                    
                                                                    
                                                                    137,651
                                                                    
                                                                    
                                                                    
                                                                    118,964
                                                                    
                                                                    
                                                                    
                                                                    82,535
                                                                    
                                                                    
                                                                    
                                                                    55,116Tempe Campus
      garage
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    19,960
                                                                    
                                                                    
                                                                    
                                                                    19,098
                                                                    
                                                                    
                                                                    
                                                                    16,569
                                                                    
                                                                    
                                                                    
                                                                    3,391Total
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    $
                                                                    286,758
                                                                    
                                                                    
                                                                    $
                                                                    252,594
                                                                    
                                                                    
                                                                    $
                                                                    193,836
                                                                    
                                                                    
                                                                    $
                                                                    92,922


The total estimated
amount needed to complete the above construction projects of $92,922 will be
financed by the remaining available balance of $47,000, as of August 7, 2009,
from the $120,000 revolving unsecured line of credit (which matures August 2010)
and the Partnership's existing working capital.  The Partnership plans
to obtain additional financing in the future, including the refinancing of the
$120.0 million revolving unsecured line of credit.  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 $92,922 will be incurred and paid throughout 2009 and
the first quarter of 2010.  Of this amount, the Partnership has
recorded $13,112 as accrued expenses in the Consolidated Financial Statements as
of June 26, 2009.




17
 PART I. FINANCIAL
INFORMATION
 
 Item 1. Financial
Statements, continued
  In addition to the
cost of expanding the home office facilities, the Partnership expects operating
expenses to increase as the new facilities are placed into
service.





FOREIGN
OPERATIONS MATTERS





During the second
quarter of 2009, the Partnership's Canadian subsidiary began clearing on its own
account.  In this new self-clearing environment, the Partnership no
longer relies on National Bank Correspondent Network and National Bank Financial
for processing customer transactions and maintaining the related customer books
and records.  The Partnership has become the custodian for customer
securities and manages all related securities and cash processing, such as
trades, dividends, corporate actions, customer cash receipts and disbursements,
customer tax reporting, and statements.  Trades are now executed by
the Partnership directly with the Toronto Stock Exchange, and the firm has
become a member of the Canadian Depository of Securities and FundServ for
clearing and settlement of transactions.  In order to support this new
self-clearing environment, the Partnership executed agreements with Broadridge
Financial Solutions, Inc. to provide the securities processing
systems.





As of July 29,
2009, the FSA approved the Partnership's UK subsidiary's request to become a
limited license firm.  As a result of the elimination of the firm's
fixed income principal trading activities, fixed income trading is being
continued by the UK subsidiary on an agency basis.





FINANCIAL
SERVICES REGULATORY MATTERS





During the second
quarter of 2009, significant financial services industry regulatory reform was
proposed by the current presidential administration.  This proposed
regulatory reform includes creating a new Consumer Financial Protection Agency,
adding new fiduciary standards for broker-dealers, and other provisions that
could potentially impact the Partnership's operations.  While this
regulatory reform is only proposed, the industry and the Partnership are still
assessing the specific impact.








18
 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 customers' 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 JUNE 26, 2009 AND JUNE 27,
2008





For the second
quarter of 2009, net revenue decreased 15% ($147.5 million) to
$866.7 million, while income before allocations to partners decreased 34%
($33.3 million) to $65.2 million.  The Partnership’s profit margin
based on income before allocations to partners decreased to 7.4% in the second
quarter of 2009 from 9.5% in the second quarter of 2008.





The Partnership's
decrease in net revenues was primarily due to reduced trade revenue, net
interest income and asset fees, which were partially offset by increases in
account and activity fee revenue and other revenue.  For further
details on these fluctuations, see the discussion in the Trade Revenue and Net
Fee Revenue sections below.





Compensation and
benefits expenses decreased primarily due to reduced revenues and reduced
Partnership profitability.  Remaining operating expenses (excluding
compensation and benefits expenses) decreased primarily due to the Partnership's
focus on reducing operating costs, most notably in advertising, travel and
entertainment, consulting, supplies and shipping.  The Partnership
added 874 financial advisors during the twelve months ended June 26, 2009,
ending the current quarter with 12,557 financial advisors, an increase of 7%
from 11,683 as of June 27, 2008.





Trade
Revenue





Trade revenue
comprised 55% and 57% of net revenue for the second quarters of 2009 and 2008,
respectively.  Conversely, net fee revenue comprised 45% and 43% for
the second quarters of 2009 and 2008, respectively.





Trade revenue of
$480.4 million, which consists of revenue from commissions, principal
transactions and investment banking, decreased 17% ($96.3 million) during the
second quarter of 2009.  The decrease in trade revenue was due to a
decrease in customer dollars invested (the principal amount of customers' buy
and sell transactions generating a commission) and one less business day in the
second quarter of 2009 compared to the second quarter of 2008, which was
partially offset by an increase in the margin earned on overall customer dollars
invested.  Total customer dollars invested were $21.5 billion
during the second quarter of 2009, a 28% ($8.2 billion) decrease from the
second quarter of 2008.  The Partnership's margin earned on each
$1,000 invested increased to $22.30 for the second quarter of 2009 from $19.40
for the second quarter of 2008.





Commissions revenue
decreased 22% ($98.0 million) for the second quarter of 2009 to
$338.6 million.  This quarter-over-quarter decrease was primarily
due to a 25% ($4.4 billion)


19
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued


decrease in
customer dollars invested in commission generating transactions to $13.0
billion.  The Partnership's margin earned on commission generating
transactions for each $1,000 invested increased to $26.10 during the second
quarter of 2009 from $25.00 during the second quarter of
2008.  Underlying the decrease in commissions revenues in the second
quarter of 2009, mutual fund commissions decreased 33% ($96.2 million) and
insurance commissions decreased 6% ($4.5 million).  Partially
offsetting the decline in mutual fund and insurance commission revenue were
increased equities commissions of 3% ($2.6 million).





The following table
summarizes commissions revenue quarter over quarter:





Three months
      ended (in millions)June
      26,
                      
                      
                      June
      27,
                      
                      
                      $
                      
                      
                      
                      %2009
                      
                      
                      2008
                      
                      
                      Change
                      
                      
                      ChangeMutual
      funds
                      
                      $
                      192.1
                      
                      
                      $
                      288.3
                      
                      
                      $
                      (96.2
                      )
                      
                      
                      (33
                      )Equities
                      
                      
                      78.4
                      
                      
                      
                      75.8
                      
                      
                      
                      2.6
                      
                      
                      
                      3Insurance
                      
                      
                      67.9
                      
                      
                      
                      72.4
                      
                      
                      
                      (4.5
                      )
                      
                      
                      (6
                      )Corporate
      bonds
                      
                      
                      0.2
                      
                      
                      
                      0.1
                      
                      
                      
                      0.1
                      
                      
                      
                      100$
                      338.6
                      
                      
                      $
                      436.6
                      
                      
                      $
                      (98.0
                      )
                      
                      
                      (22
                      )


Principal
transactions revenue decreased 6% ($7.7 million) to $119.4 million during the
second quarter of 2009.  Customers invested $7.9 billion in products
that resulted in principal transactions in the second quarter of 2009, a 33%
decrease compared to $11.8 billion in the second quarter of 2008.  The
Partnership’s margin earned on these products for each $1,000 invested increased
to $15.10 during the second quarter of 2009 from $10.70 during the second
quarter of 2008 primarily due to a shift into higher margin, tax-free fixed
income products from lower margin certificates of
deposit.  Certificates of deposit are the Partnership's lowest margin
product averaging $3.20 per thousand invested in the current quarter compared to
an average of $2.30 per thousand invested in the second quarter of
2008.  In the second quarter of 2009, revenue from municipal bonds
increased 5% ($3.1 million), unit investment trusts increased 214% ($9.2
million) and government bonds increased 49% ($2.4 million), while corporate
bonds decreased 40% ($14.3 million), certificates of deposit decreased 44%
($6.6 million) and collateralized mortgage obligations decreased 42% ($1.5
million).  Unit investment trusts revenue increased because of an
increase in the sales of municipal unit investments trusts due to the attractive
tax-free yields in the current market.  Corporate bonds revenue
decreased as a result of reduced activity due to the current interest rate and
market environment.





20
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued


The following table
summarizes principal transactions revenue quarter over quarter:





Three months
      ended (in millions)June
      26,
                      
                      
                      June
      27,
                      
                      
                      $
                      
                      
                      
                      %2009
                      
                      
                      2008
                      
                      
                      Change
                      
                      
                      ChangeMunicipal
      bonds
                      
                      $
                      66.6
                      
                      
                      $
                      63.5
                      
                      
                      $
                      3.1
                      
                      
                      
                      5Corporate
      bonds
                      
                      
                      21.4
                      
                      
                      
                      35.7
                      
                      
                      
                      (14.3
                      )
                      
                      
                      (40
                      )Unit
      investment trusts
                      
                      
                      13.5
                      
                      
                      
                      4.3
                      
                      
                      
                      9.2
                      
                      
                      
                      214Certificates
      of deposit
                      
                      
                      8.5
                      
                      
                      
                      15.1
                      
                      
                      
                      (6.6
                      )
                      
                      
                      (44
                      )Government
      bonds
                      
                      
                      7.3
                      
                      
                      
                      4.9
                      
                      
                      
                      2.4
                      
                      
                      
                      49Collateralized
      mortgage obligations
                      
                      
                      2.1
                      
                      
                      
                      3.6
                      
                      
                      
                      (1.5
                      )
                      
                      
                      (42
                      )$
                      119.4
                      
                      
                      $
                      127.1
                      
                      
                      $
                      (7.7
                      )
                      
                      
                      (6
                      )
  Investment banking
revenue increased 73% ($9.4 million) during the second quarter of 2009 to $22.4
million primarily because of 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 12% ($51.1 million) to
$386.3 million during the second quarter of 2009.





Asset fees
decreased 21% ($61.2 million) to $225.8 million due primarily to a decrease
in the market value of customers' mutual fund assets held, partially offset by
an increase in Advisory Solutions program revenue.  Average customer
mutual fund assets held outside the advisory solutions program decreased $81.0
billion, or 29%, to $200.9 billion in the second quarter of 2009 compared
to $281.9 billion in the second quarter of 2008.  Average
customer money market assets decreased 6% ($1.3 billion) to $22.0 billion in the
second quarter of 2009 compared to $23.3 billion in the second quarter of
2008.  Insurance assets decreased 17% ($6.8 billion) to $34.1 billion
in the second quarter of 2009 compared to $40.9 billion in the second
quarter of 2008.  These decreases were due to the significant decline
in asset values which is a reflection of the decline in the stock market since
June 2008.  The Advisory Solutions program, first offered by the
Partnership in June 2008, provides investment advisory services to its customers
for a monthly fee based upon the customers' 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.  The revenue from the Advisory Solutions program was $23.5
million for the second quarter of 2009 as compared to $0.2 million for the
second quarter of 2008, a $23.3 million increase.  The value of
customer assets in the Advisory Solutions program was $9.7 billion as of June
26, 2009.





As a 49.5% limited
partner of Passport Research Limited, the investment advisor to money market
funds made available to Edward Jones customers, the Partnership receives a
portion of 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 to a level that will maintain a
positive yield on the funds and may continue to do so in the
future.  This reduction in fees reduced the Partnership's revenue by
$10.8 million in the second quarter of 2009.  Depending upon the
overall interest rate environment, the reduction in fees charged to


21
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued




the funds in future
periods may be more than the reduction in fees in the second quarter of
2009.





Account and
activity fees of $121.8 million increased 4% ($4.7 million) quarter over
quarter.  Revenue received from sub-transfer agent services performed
for mutual fund companies decreased 2% ($1.4 million) to $67.1
million.  In addition, retirement account fees increased 5% ($1.4
million) to $31.5 million during the first quarter of 2009 due primarily to a 4%
increase in the number of retirement accounts.





Net interest and
dividend income decreased 55% ($16.4 million) to $13.4 million during the second
quarter of 2009 primarily because of a decrease in interest
rates.  Interest income from cash segregated under federal and other
regulations and securities purchased under agreements to resell decreased 89%
($11.4 million).  The average funds invested in cash equivalents,
cash segregated under federal and other regulations and securities purchased
under agreements to resell during the second quarter of 2009 were $3.0 billion
compared to $2.3 billion in the second quarter of 2008.  The
average rate earned on these investments decreased to 0.19% during the second
quarter of 2009 from 2.17% during the second 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 2008,
and have remained at historically low rates through the second
quarter.  Additionally, interest income from customer loans decreased
20% ($6.1 million) to $24.2 million.  The average aggregate
customer loan balance in the second quarter of 2009 decreased 9% ($180.0
million) to $1.8 billion, and the average rate earned on those customer loan
balances decreased as a result of the decline in interest rates during the past
year to approximately 5.31% during the second quarter of 2009 from 7.77% during
the second quarter of 2008.  In addition, interest expense decreased
22% ($4.1 million) to $14.3 million during the second quarter of 2009 due
to reductions in bank interest, subordinated debt interest and limited partner
interest as well as a decrease in customer credit interest expense.





Other revenue
increased $21.8 million quarter over quarter.  The increase between
quarters is primarily attributable to gains resulting from an increase in value
in the investments held related to the Partnership's non-qualified deferred
compensation plan and foreign currency translation gains.  These
investments increased in fair value by $6.7 million during the three months
ended June 26, 2009, versus a loss of $0.8 million in the same period last year,
resulting in a $7.5 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
the Partnership's foreign subsidiary financial statements from local currencies
to U.S. dollars resulted in an $11.4 million gain during the second quarter of
2009 compared to a $0.2 million gain in the second quarter of
2008.





Operating
Expenses





Operating expenses
decreased 12% ($114.1 million) to $801.6 million during the second quarter of
2009.  Compensation and benefits costs decreased 14% ($85.7 million)
to $541.7 million.  Within compensation and benefits costs,
financial advisor compensation decreased 18% ($59.3 million) due to
decreased trade revenues and service fee revenue, while financial advisor salary
and subsidy increased 19% ($7.5 million) due to an increased number of new
financial







22
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued




advisors
participating in new advisor compensation programs.  Variable
compensation (which includes bonuses and profit sharing paid to financial
advisors, branch office assistants and headquarters associates) expands and
contracts in relation to revenues, income before allocations to partners and the
Partnership’s related profit margin.  In the second quarter of 2009,
variable compensation decreased 69% ($42.2 million) as compared to the second
quarter of 2008.  Headquarters salary and benefit expense increased 4%
($3.3 million) to $87.0 million in the second quarter of 2009.  Branch
salary and benefit expense increased 6% ($5.7 million) to
$109.7 million.  Salary and benefit costs for existing and
additional personnel increased as the Partnership grew its financial advisor
network.




On a full-time
equivalent basis, the Partnership had 5,077 headquarters associates and
contractors and 12,389 branch staff associates as of June 26, 2009, compared to
5,105 headquarters associates and contractors and 11,846 branch staff associates
as of June 27, 2008.   The decrease in headquarter associates and
contractors during the past year is primarily the result of reduced Information
System and other third-party contractors due to the Partnership's efforts to
reduce costs.





Occupancy and
equipment expense increased 4% ($3.2 million) to $80.5 million during the second
quarter of 2009 due to increased costs related to the continued expansion of the
Partnership's branch office network and home office facilities.





All other operating
expenses decreased 15% ($31.5 million) to $179.4 million during the second
quarter of 2009 primarily due to the Partnership's focus on reducing operating
costs most notably in advertising, travel and entertainment, consulting,
supplies and shipping.





RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 26, 2009 AND MARCH 27,
2009





As noted in the
Partnership's first quarter Form 10-Q filing as of March 27, 2009, the
Partnership has not been immune to the weakening economic conditions and market
turmoil that has occurred over the past several months.  Although the
Partnership is still experiencing the impact of weak economic conditions, the
Partnership's quarterly results have improved from the first quarter of 2009 due
to the general market recovery, as well as cost saving measures put into place
in 2009.  This discussion compares the second quarter of 2009 to the
first quarter of 2009 to provide a more current comparison than a year-over-year
comparison.





Net revenue
increased 9% ($70.8 million) in the second quarter of 2009 to $866.7 million as
compared to $795.9 million in the first quarter of 2009.  Income
before allocations to partners increased 80% ($29.0 million) in the second
quarter of 2009 to $65.2 million as compared to $36.2 million in the first
quarter of 2009.





Trade revenue of
$480.4 million increased 3% ($15.6 million) from $464.8 million for
the first quarter of 2009.  The increase in trade revenue was
primarily the result of an increase in the margin earned on overall customer
dollars invested and four more business days (a 7% increase) in the second
quarter of 2009, which was partially offset by a decrease in customer dollars
invested.  Total customer dollars invested were $21.5 billion
during the second quarter of 2009, a 2% ($0.5 billion) decrease from the
first quarter of 2009.  The Partnership's margin earned on each $1,000
invested increased to $22.30 for the second quarter of 2009 from $21.10 for the
first quarter of 2009, primarily due to a shift in product mix to higher margin
mutual fund products from certificates of deposit.




23
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued





Net fee revenue of
$386.3 million for the second quarter of 2009 increased 17% ($55.2 million) as
compared to $331.1 million for the first quarter of 2009.  The primary
drivers of this increase were increased asset fee revenue of $21.8 million, due
to the increase in the second quarter of 2009 in the market value of the assets
on which the fees are earned, and an increase of $13.2 million in foreign
currency gains, as a result of translating foreign balance sheets to U.S.
dollars for consolidated reporting.





Operating expenses
increased 6% ($41.9 million) to $801.6 million for the second quarter of 2009
from $759.7 million for the first quarter of 2009.  This increase in
operating expenses was primarily the result of higher salary and benefits costs
due to one additional business week in the second quarter of 2009, partially
offset by decreases in occupancy, communications and other operating expenses
resulting from increased cost savings measures.





RESULTS
OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 26, 2009 AND
JUNE 27, 2008





For the first six
months of 2009, net revenue decreased 18% ($358.7 million) to $1.7 billion,
while income before allocations to partners decreased 50% ($100.5 million) to
$101.4 million.  The Partnership’s profit margin based on income
before allocations to partners decreased to 6.0% for the first six months of
2009 from 9.8% in the first six months of 2008.





The Partnership's
decrease in net revenues was primarily attributable to decreased trade and asset
fee revenues and net interest income, which were partially offset by an increase
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.





Compensation and
benefits expenses decreased primarily due to reduced revenues and reduced
Partnership profitability.  Remaining operating expenses (excluding
compensation and benefits expenses) decreased primarily due to the Partnership's
focus on reducing operating costs, most notably in advertising, travel and
entertainment, consulting, supplies and shipping.  The Partnership
added 874 financial advisors during the twelve months ended June 26, 2009,
ending the current quarter with 12,557 financial advisors, an increase of 7%
from 11,683 as of June 27, 2008.





Trade
Revenue





Trade revenue
comprised 57% of net revenue for the first six months of both 2009 and
2008.  Conversely, net fee revenue comprised 43% for the first six
months of 2009 and 2008.





Trade revenue of
$945.3 million decreased 18% ($204.7 million) during the first six months of
2009 compared to the same period in the prior year.  This decrease in
trade revenue was due to a decrease in customer dollars invested (the principal
amount of customers' buy and sell transactions generating a commission) and two
less business days in the first six months of 2009, which was partially offset
by an increase in the margin earned on overall customer dollars
invested.  Total customer dollars invested were $43.6 billion during
the first six months of 2009, a 24% ($13.9 billion) decrease from the first six
months of 2008.  The Partnership's margin earned on each $1,000
invested increased to $21.70 for the first six months of 2009 from $20.00 in
2008.




24
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued





Commissions revenue
decreased 25% ($214.5 million) for the first six months of 2009 to
$659.3 million.  Commission revenue decreased year over year due
primarily to a 27% ($9.3 billion) decrease in customer dollars invested in
commission generating transactions to $25.4 billion.  Underlying
the decrease in commission revenues, mutual fund commissions decreased 37%
($213.9 million) and equity commissions decreased 1% ($2.2 million), which were
partially offset by an increase in insurance commissions of 1% ($1.6
million).





The following table
summarizes commissions revenue year over year:





Six months
      ended (in millions)June
      26,
                      
                      
                      June
      27,
                      
                      
                      $
                      
                      
                      
                      %2009
                      
                      
                      2008
                      
                      
                      Change
                      
                      
                      ChangeMutual
      funds
                      
                      $
                      366.1
                      
                      
                      $
                      580.0
                      
                      
                      $
                      (213.9
                      )
                      
                      
                      (37
                      )Equities
                      
                      
                      150.6
                      
                      
                      
                      152.8
                      
                      
                      
                      (2.2
                      )
                      
                      
                      (1
                      )Insurance
                      
                      
                      142.4
                      
                      
                      
                      140.8
                      
                      
                      
                      1.6
                      
                      
                      
                      1Corporate
      bonds
                      
                      
                      0.2
                      
                      
                      
                      0.2
                      
                      
                      
                      -
                      
                      
                      
                      -$
                      659.3
                      
                      
                      $
                      873.8
                      
                      
                      $
                      (214.5
                      )
                      
                      
                      (25
                      )


Principal
transactions revenue decreased 2% ($6.0 million) to $245.2 million during the
first six months of 2009, primarily attributable to a decrease in customer
dollars invested, partially offset by an increase in the margin earned on
overall customer dollars invested.  Customers invested $16.9 billion
in products that resulted in principal transactions in the first six months of
2009 compared to $21.9 billion in the first six months of 2008.  The
Partnership’s margin earned on principal transactions for each $1,000 invested
increased to $14.50 during the first six months of 2009 from $11.50 during the
first six months of 2008 primarily a result of a shift into higher margin fixed
income products from lower margin certificates of
deposit.  Year-over-year, revenue from municipal bonds increased 13%
($16.7 million), unit investment trust revenue increased 149% ($12.5
million), and government bond revenue increased 20% ($2.1 million), while
revenue from corporate bonds decreased 41% ($31.1 million), certificate of
deposit revenue decreased 19% (4.2 million), and revenue from collateralized
mortgage obligations decreased 27% ($2.0 million).  The increase in
municipal bonds revenue was due to the attractive yields on municipal bonds
relative to treasury securities.  In addition, unit investment trusts
revenue increased because of an increase in the sales of municipal unit
investments trusts due to the attractive tax-free yields in the current
market.  The following table summarizes principal transaction revenue
year over year:




25
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued


Six months
      ended (in millions)June
      26,
                      
                      
                      June
      27,
                      
                      
                      $
                      
                      
                      
                      %2009
                      
                      
                      2008
                      
                      
                      Change
                      
                      
                      ChangeMunicipal
      bonds
                      
                      $
                      142.4
                      
                      
                      $
                      125.7
                      
                      
                      $
                      16.7
                      
                      
                      
                      13Corporate
      bonds
                      
                      
                      45.2
                      
                      
                      
                      76.3
                      
                      
                      
                      (31.1
                      )
                      
                      
                      (41
                      )Unit
      investment trusts
                      
                      
                      20.9
                      
                      
                      
                      8.4
                      
                      
                      
                      12.5
                      
                      
                      
                      149Certificates
      of deposit
                      
                      
                      18.5
                      
                      
                      
                      22.7
                      
                      
                      
                      (4.2
                      )
                      
                      
                      (19
                      )Government
      bonds
                      
                      
                      12.7
                      
                      
                      
                      10.6
                      
                      
                      
                      2.1
                      
                      
                      
                      20Collateralized
      mortgage obligations
                      
                      
                      5.5
                      
                      
                      
                      7.5
                      
                      
                      
                      (2.0
                      )
                      
                      
                      (27
                      )$
                      245.2
                      
                      
                      $
                      251.2
                      
                      
                      $
                      (6.0
                      )
                      
                      
                      (2
                      )


Investment banking
revenue increased 63% ($15.8 million) during the first six months of 2009 to
$40.7 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 18% ($154.0 million) to
$717.4 million during the first six months of 2009.





Asset fees
decreased 25% ($139.5 million) to $429.8 million due primarily to a
decrease in the market value of customers' mutual fund assets held, partially
offset by an increase in the Advisory Solutions program
revenue.  Average customer mutual fund assets held outside of the
advisory solutions program decreased $88.2 billion, or 31%, to
$194.5 billion in the first six months of 2009 compared to
$282.7 billion in the first six months of 2008.  Average customer
money market assets decreased 5% ($1.2 billion) to $22.3 billion in the first
six months of 2009 compared to $23.5 billion in the first six months of
2008.  Insurance assets decreased 20% ($8.2 billion) to $32.8 billion
in the first six months of 2009 compared to $41.0 billion in the first six
months of 2008.  These decreases were due to the significant decline
in asset values which is a reflection of the decline in the stock market since
June 2008.  The Advisory Solutions program, first offered by the
Partnership in June 2008, provides investment advisory services to its customers
for a monthly fee based upon the customers' 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.  The revenue from the Advisory Solutions program was $37.6
million for the first six months of 2009 as compared to $0.2 million for the
first six months of 2008, a $37.4 million increase.  The values of
customer assets in the Advisory Solutions program were $9.7 billion as of June
26, 2009.





Account and
activity fees of $241.4 million increased 3% ($6.9 million) year over
year.  Revenue received from sub-transfer agent services performed for
mutual fund companies decreased $0.3 million to $134.5
million.  In addition, retirement account fees increased 6% ($3.5
million) to $62.8 million during the first six months of 2009, due primarily to
a 6% increase in the number of U.S. retirement accounts.





Net interest and
dividend income decreased 65% ($45.0 million) to $23.8 million during the first
six months of 2009 due primarily to a decrease in interest
rates.  Interest income from cash equivalents and cash segregated
under federal and other regulations and securities purchased under agreements to
resell decreased 91% ($29.7 million).  The average funds invested
in cash equivalents and securities purchased


26
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued




under agreements to
resell during the first six months of 2009 was $2.9 billion, compared to
$2.4 billion in the first six months of 2008.  The average rate
earned on these investments decreased to 0.20% during the first six months of
2009 from 2.72% during the first six months of 2008.  Additionally,
interest income from customer loans decreased 27% ($17.2 million) to $46.2
million.  The average aggregate customer loan balance decreased 6%
($109.6 million) to $1.9 billion, and the average rate earned on those customer
loan balances decreased as a result of the decline in interest rates during the
past year to approximately 5.11% during the first six months of 2009 from
approximately 6.55% during the first six months of 2008.  In addition,
interest expense decreased 23% ($8.8 million) to $29.2 million during the
first six months of 2009 due to reductions in bank interest, subordinated debt
interest and limited partner interest as well as a decrease in customer credit
interest expense.





Other revenue
increased $23.6 million year over year.  The increase between years is
primarily attributable to the increase in value in the investments held related
to the Partnership's non-qualified deferred compensation plan and foreign
currency translation gains.  The investments held related to the
non-qualified deferred compensation plan had a gain in their market value of
$3.7 million through June 26, 2009, versus a loss of $7.5 million in the
same six-month period last year, resulting in a $11.2 million increase in
revenue.  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, which results
in no impact to the Partnership's financial results.  The translation
of the Partnership's foreign subsidiary financial statements from local
currencies to U.S. dollars resulted in a $9.6 million gain during the first six
months of 2009 compared to a $0.1 million gain in the same period of
2008.





Operating
Expenses





Operating expenses
decreased 14% ($258.3 million) to $1.6 billion during the first six months of
2009.  Compensation and benefits costs decreased 17% ($209.8 million)
to $1.0 billion.  Within compensation and benefits costs, financial
advisor compensation decreased 19% ($129.3 million) due to decreased trade
and service fee revenues, while financial advisor salary and subsidy increased
13% ($10.2 million) as a result of new financial advisor compensation
programs as well as an increased number of financial advisors participating in
the programs.  Variable compensation (which includes bonuses and
profit sharing paid to financial advisors, branch office assistants and
headquarters associates) expands and contracts in relation to revenues, income
before allocations to partners and the Partnership’s related profit
margin.  In the first six months of 2009, variable compensation
decreased 80% ($108.3 million) as compared to the first six months of
2008.  Headquarters salary and fringe expense increased 6% ($9.4
million) to $169.4 million in the first six months of 2009.  Branch
salary and fringe benefit expense increased 5% ($9.8 million) to $214.4
million.  Headquarters and branch salary and fringe benefit expense
increased due to increased salary and benefit costs for existing and additional
personnel support as the Partnership expands its financial advisor
network.




On a full-time
equivalent basis, the Partnership had 5,077 headquarters associates and
contractors and 12,389 branch staff associates as of June 26, 2009, compared to
5,105 headquarters associates and contractors and 11,846 branch staff associates
as of June 27, 2008.  The decrease in headquarter associates and
contractors during the past year is primarily the results of reduced Information
System and other third-party contractors due to the Partnerships efforts to
reduce costs.


27
 PART I. FINANCIAL
INFORMATION
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued


Occupancy and
equipment expense increased 6% ($8.5 million) to $162.0 million during the first
six months of 2009 due to increased costs related to the continued expansion of
the Partnership's branch office network and home office facilities.





Other operating
expenses decreased 14% ($56.9 million) primarily due to the Partnership's focus
on reducing operating costs, most notably in advertising, travel and
entertainment, consulting, supplies and shipping.





FOREIGN
OPERATIONS MATTERS





During the second
quarter of 2009, the Partnership's Canadian subsidiary began clearing on its own
account.  In this new self-clearing environment, the Partnership no
longer relies on National Bank Correspondent Network and National Bank Financial
for processing customer transactions and maintaining the related customer books
and records.  The Partnership has become the custodian for customer
securities and manages all related securities and cash processing, such as
trades, dividends, corporate actions, customer cash receipts and disbursements,
customer tax reporting, and statements.  Trades are now executed by
the Partnership directly with the Toronto Stock Exchange, and the firm has
become a member of the Canadian Depository of Securities and FundServ for
clearing and settlement of transactions.  In order to support this new
self-clearing environment, the Partnership executed agreements with Broadridge
Financial Solutions, Inc. to provide the securities processing
systems.





As of July 29,
2009, the FSA approved the Partnership's UK subsidiary's request to become a
limited license firm.  As a result of the elimination of the firm's
fixed income principal trading activities, fixed income trading is being
continued by the UK subsidiary on an agency basis.





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.





The Partnership
derived 59% of its total revenue from sales and services related to mutual fund
and annuity products in the first six months of 2009 and 65% in the first six
months of 2008.  The Partnership derived approximately 25% of its
total revenue for the first six months of 2009 and 32% of its total revenue for
the first six 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.





28
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued


FINANCIAL
SERVICES REGULATORY MATTERS





During the second
quarter of 2009, significant financial services industry regulatory reform was
proposed by the current presidential administration.  This proposed
regulatory reform includes creating a new Consumer Financial Protection Agency,
adding new fiduciary standards for broker-dealers, and other provisions that
could potentially impact the Partnership's operations.  While this
regulatory reform is only proposed, the industry and the Partnership are still
assessing the specific impact.





LIQUIDITY
AND CAPITAL RESOURCES





The Partnership's
capital subject to mandatory redemption at June 26, 2009, excluding the reserve
for anticipated withdrawals, was $1.4 billion, an increase of $27.9 million from
December 31, 2008.  The increase is primarily due to the retention of
General Partner earnings ($21.8 million) and the issuance of subordinated
limited partner interests ($24.0 million), offset by redemption of limited
partner, subordinated limited partner and general partner interests ($10.7
million, $5.2 million and $1.9 million, respectively).  It has been
the Partnership's practice to retain approximately 28% of income allocated to
General Partners.  For both the second 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 from
the Partnership.  In the event of a partner’s death, the Partnership
must redeem the partner’s capital within six months of death.  Limited
partners withdrawing from the Partnership due to the partner's termination or
resignation from the Partnership are repaid the partner's 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 June 26, 2009,
the Partnership had $356.4 million in cash and cash equivalents.  In
addition, the Partnership had $390.8 million in securities purchased under
agreements to resell, which have maturities of less than one
week.  The Partnership also had $2.2 billion in cash segregated under
federal and other regulations, which was not available for general
use.  As of June 26, 2009, the Partnership had aggregate bank lines of
credit in place totaling $745.0 million.  These lines of credit are
comprised of uncommitted secured lines of $595.0 million, a committed secured
line of $100.0 million and a $50.0 million uncommitted unsecured
line.  The $100.0 million committed secured line of credit
matures on August 12, 2009 and the Partnership







29
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued




plans to renew
all or part of this line of credit.  Subsequent to June 26, 2009, one
bank reduced an uncommitted secured $20.0 million line of credit to $10.0
million due to its planned participation in future Partnership borrowings
related to the construction projects discussed below.  This decrease
reduced the aggregate bank lines of credit to $735.0 million.  The
Partnership's uncommitted lines of credit are subject to change at the
discretion of the bank and, therefore, due to credit market conditions and the
uncommitted nature of these credit facilities, 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 June 26, 2009 or June 27, 2008.  In
addition, the Partnership did not borrow against these lines of credit during
the first six months 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 for 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 June
26, 2009, $73.0 million was drawn on the revolving unsecured line of credit
(of which $30.0 million was drawn in the first six months of 2009) to fund the
construction projects.  There have been no additional borrowings on
this revolving unsecured line of credit as of August 7, 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 1.1% as of June 26, 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 South Campus location, and a
parking garage at its Tempe, Arizona, campus.  The parking garage at
the Tempe, Arizona campus was completed and placed into service on July 6,
2009.  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 $196.1 million and $118.1 million
in construction in progress as of June 26, 2009 and December 31, 2008,
respectively.





30
 PART I. FINANCIAL
INFORMATION
 
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued


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 June 26, 2009 and remaining estimated
costs.





(All amounts in
thousands)


EstimatedCostsBuilding/
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            Amounts
                                            
                                            
                                            RemainingAddition
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            Paid
      as of
                                            
                                            
                                            as
      ofSquare
                                            
                                            
                                            Estimated
                                            
                                            Executed
                                            
                                            
                                            June
      26,
                                            
                                            
                                            June
      26,Construction
      Project
                                            
                                            Footage
                                            
                                            
                                            Costs
                                            
                                            Agreements
                                            
                                            
                                            2009
                                            
                                            
                                            2009130 Edward
      Jones Blvd.(North
      Campus)
                                            
                                            
                                            370,000
                                            
                                            
                                            $
                                            129,147
                                            
                                            
                                            $
                                            114,532
                                            
                                            
                                            $
                                            94,732
                                            
                                            
                                            $
                                            34,41512555
      Manchester addition andrelated
      garage (South Campus)
                                            
                                            
                                            225,000
                                            
                                            
                                            
                                            137,651
                                            
                                            
                                            
                                            118,964
                                            
                                            
                                            
                                            82,535
                                            
                                            
                                            
                                            55,116Tempe Campus
      garage
                                            
                                            
                                            
                                            
                                            
                                            
                                            19,960
                                            
                                            
                                            
                                            19,098
                                            
                                            
                                            
                                            16,569
                                            
                                            
                                            
                                            3,391Total
                                            
                                            
                                            
                                            
                                            
                                            $
                                            286,758
                                            
                                            
                                            $
                                            252,594
                                            
                                            
                                            $
                                            193,836
                                            
                                            
                                            $
                                            92,922
  The total estimated
amount remaining of $92.9 million needed to complete the above construction
projects will be financed by the remaining available balance of $47.0 million,
as of August 7, 2009, on the $120.0 million revolving unsecured line of credit
(which matures August 2010) and the Partnership's existing working capital. The
Partnership plans to obtain additional financing in the future, including the
refinancing of the $120.0 million revolving unsecured line of
credit.  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 $92.9
million will be incurred and paid throughout 2009 and the first quarter of
2010.  Of this amount, the Partnership has recorded $13.1 million as
accrued expenses in the Consolidated Financial Statements as of June 26,
2009.  In addition to the cost of expanding the home office
facilities, the Partnership expects operating expenses to increase as the new
facilities are placed into service.





In the first six
months of 2009, cash and cash equivalents increased $139.8 million to
$356.4 million.  Cash provided by operating activities was $342.7
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, and decreases in
net receivable from brokers, dealers and clearing
organizations.  These sources of cash were partially offset by
increases in cash segregated under federal and other regulations, receivable
from mutual funds, insurance companies and other, securities owned (net), and
other assets, along with decreases in net payable to customers, accrued
compensation and employee benefits, and accounts payable and accrued
expenses.  In the first six months of 2009, cash used in investing
activities was $126.8 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 six months of 2009, cash
used in financing activities was $76.1 million, consisting primarily of
partnership withdrawals and distributions ($111.8 million), redemption
of


31
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued




partnership
interests ($17.9 million) and repayment of long-term debt ($0.4 million), offset
by the issuance of bank loans ($30.0 million) and the issuance of partnership
interests ($24.0 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 June 26, 2009, Edward Jones' net
capital of $710.6 million was 38.4% of aggregate debit items and its net
capital in excess of the minimum required was $673.6 million.  Net
capital as a percentage of aggregate debit items after anticipated withdrawals
was 38.2%.  Net capital and the related capital percentage may
fluctuate on a daily basis.  At June 26, 2009, the Partnership’s
foreign broker-dealer subsidiaries and EJTC were in compliance with regulatory
capital requirements in the jurisdictions in which they
operate.  During the second quarter of 2009, the Financial Services
Authority completed a new supervisory review requirement of the Internal Capital
Adequacy Assessment Process for the United Kingdom subsidiary of Edward
Jones.  This review established an amount of required capital for the
Partnership's U.K. subsidiary.  The existing capital of the U.K.
subsidiary was already in excess of the increased minimum capital required by
the FSA and therefore no additional capital was required to be contributed to
the U.K. subsidiary as a result of the ICAAP review.





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




32
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued




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.





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 and cash equivalents,
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.





RECENTLY
ISSUED ACCOUNTING STANDARDS





In April 2009, the
Financial Accounting Standards Board ("FASB") issued two Staff Positions ("FSP")
that are intended to provide additional application guidance and enhance
disclosures about fair value measurements.  FSP FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly, clarifies
the objective and method of fair value measurement even when there has been a
significant decrease in market activity for the asset being




33
 PART I. FINANCIAL
INFORMATION
 
 Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued




measured.  FSP FAS No.
107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments, expands the fair
value disclosures required for all financial instruments within the scope
of  Statement of Financial Accounting Standards ("SFAS") No. 107,
Disclosures about Fair Value of Financial Instruments, to interim
periods.  These pronouncements were effective beginning April 1,
2009.  Adoption of these pronouncements did not have a material impact
on the Partnership's Consolidated Financial Statements.





In April 2009, the
FASB issued SFAS No. 165, Subsequent Events ("SFAS
165").  SFAS 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or available to be issued.  Although
this standard is based on the same principles as those that existed in previous
accounting standards, it includes a new required disclosure of the date through
which an entity has evaluated subsequent events.  Adoption of SFAS 165
did not have a material impact on the Partnership's Consolidated Financial
Statements.  See the "Basis of Presentation" section for this new
disclosure.





In June 2009, the
FASB issued SFAS No. 168, The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles ("SFAS 168").  SFAS 168 identifies the
FASB Accounting Standards Codification as the authoritative source of Generally
Accepted Accounting Principles ("GAAP") in the United States of
America.  Rules and interpretive releases of the SEC under federal
securities laws are also sources of authoritative GAAP for SEC
registrants.  SFAS 168 is effective for financial statements issued
for interim and annual periods ending after September 15, 2009.  The
Partnership does not expect adoption to have a material impact on the
Partnership's Consolidated Financial Statements.





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 Section 27A of the Securities Act of 1933 (the "1933 Act") and
Section 21E of the Securities and Exchange Act of 1934 and are intended to come
within the safe harbor protection provided by those sections.  You can
identify forward-looking statements by the use of the words “believe,” “expect,”
“anticipate,” “intend,” “estimate,” “project,” “will,” “should,” and other
expressions which predict or indicate future events and trends and which do not
relate to historical matters.  You should not rely on forward-looking
statements because they involve known and unknown risks, uncertainties and other
factors, some of which are beyond the control of the
Partnership.  These risks, uncertainties and other factors may cause
the actual results, performance or achievements of the Partnership to be
materially different from the anticipated future results, performance or
achievements expressed or implied by the forward-looking
statements.





Some of the factors
that might cause differences include, but are not limited to, the following: (1)
regulatory actions; (2) litigation; (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.





34
 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 June 26,
2009, amounts receivable from customers on margin balances were
$1.9 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 SEC
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 (1.00%) increase in short-term
interest rates could increase its annual net interest income by approximately
$22.0 million.  Conversely, the Partnership estimates that a 100 basis
point (1.00%) decrease in short-term interest rates could decrease the
Partnership’s annual net interest income by approximately $4.0
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 20 basis points (0.20%) for the six
months ended June 26, 2009, and therefore the financial dollar impact of further
declines in rates is minimal.





Events over the
past nine 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 six months 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.


35
 PART II. OTHER INFORMATION


ITEM 1.      LEGAL
PROCEEDINGS




The following
information supplements the discussion in Part II, Item 1 "Legal Proceedings" in
the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended
March 27, 2009:





Tennessee
Investigation.  The Wilks v. Edward D. Jones & Co., L.P.
arbitration has been settled.  All but one individual claim within the
Givens, et al. v. Edward D. Jones & Co., L.P. litigation has been settled
for the aggregate sum of $4.4 million.  The remaining claim is
scheduled for a hearing to begin in August of 2009.





FINRA Official Statement Delivery
Matter.  On April 9, 2009, pursuant to an Acceptance, Waiver,
and Consent with Edward Jones, FINRA imposed a censure and $900,000 fine,
finding that Edward Jones violated Rule G-32 in failing to timely deliver
official statements to certain customers in various transactions when Edward
Jones was not an underwriter or member of the syndicate.  This matter
was previously described in the Partnership's periodic filings under the
Securities Exchange Act of 1934 on Form 8-K, 10-Q and Form
10-K.  FINRA also found that Edward Jones violated MSRB Rules G-8,
G-27 and G-17 in regards to certain record keeping
requirements.  Edward Jones certified that it had adopted procedures
reasonably designed to ensure compliance with MSRB Rules G-32 and
G-8.  The cost of the settlement was charged against previously
established expense accruals.





Lehman Bonds.  In
October 2008, a class action suit was filed in Arkansas state court, Saline
County, under Sections 11, 12(a)(2) and 15 of the 1933 Act, against certain
officers and directors of Lehman brothers Holdings, Inc. and a syndicate of
underwriters, including Edward Jones, of Lehman Bonds sold pursuant to the
registration statement and prospectus dated May 30, 2006 and various prospectus
supplements dated October 22, 2006 and thereafter.  In November 2008,
a similar suit was filed in Arkansas state court, Benton County against the same
defendants stemming from the sale of 6.5% Lehman Bonds maturing October 25, 2007
pursuant to the registration statement and prospectus and prospectus supplement
dated August 2, 2007 (collectively referred to as "Lehman
Bonds").  Plaintiffs in both actions allege that the defendants made
material misrepresentations to the purchasers of the Lehman
Bonds.  While each lawsuit relates to a different series of Lehman
Bonds, the Plaintiffs in each suit are seeking unspecified compensatory damages,
attorneys' fees, costs and expenses.  In February 2009, the United
States Judicial Panel on Multidistrict Litigation transferred these two actions
to the Southern District of New York ("SDNY") for coordinated or consolidated
pretrial proceedings with similar actions currently pending in the
SDNY.





Countrywide.  In
November of 2007, a class action lawsuit was initiated in the Superior Court of
the State of California, Los Angeles County, asserting claims under Sections 11,
12(a) (2) and 15 of the 1933 Act, on behalf of a putative class of individuals
who purchased, or otherwise acquired, certain Mortgage Pass-Through certificates
of CWALT, Inc. ("CWALT") and other related entities, pursuant to registration
statements distributed by issuers and prospectus supplements issued in
connection therewith between January 2005 and June 2007.  The claims
were filed against CWALT, Countrywide Home Loans Servicing LP, Countrywide Home
Loans, Inc., Countrywide Securities Corporation, as well as against numerous
issuers and numerous underwriters.  Plaintiffs allege Edward Jones is
among the underwriter defendants and, in that regard, have asserted claims
against Edward Jones under Sections 11 and 12(a) (2) of the 1933
Act.  The original action was consolidated with another related matter
in October of 2008.  Plaintiffs are seeking unspecified compensatory
damages, attorneys' fees, costs, expenses, and


36
 PART II. OTHER
INFORMATION
 
 Item 1. Legal
Proceedings, continued


rescission.  In
June of 2009, the state court issued an order staying the proceeding, and
ordered plaintiffs to file the action in federal court.





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.





























37
 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
                  
                  Description3.1
                  *
                  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, 2007.3.2
                  *
                  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.


38





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: August
      7, 2009
                      /s/ James D.
      WeddleJames D. Weddle, Chief
      Executive OfficerDate: August 7, 2009
                      /s/ Kevin D.
      BastienKevin D. Bastien, Chief
      Financial Officer(Principal Accounting
      Officer)




39