UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


_______________________





FORM
10-Q


(Mark
One)


[ X
]                                                                      QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended March 28, 2008


OR





[     ]                                                                TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
transition period from _______ to _________





Commission
file number 0-16633





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


_____________________________________________________________________________________


(Exact
name of registrant as specified in its Partnership Agreement)









MISSOURI
            43-1450818_______________________________________________________________________________________________________________________________(State or
      other jurisdiction of
              incorporation or
      organization)
            (IRS Employer
      Identification No.)






12555
Manchester Road


Des
Peres, Missouri 63131


_____________________________________________________________________________________


(Address
of principal executive office)


(Zip
Code)





(314)
515-2000


_____________________________________________________________________________________


(Registrant's
telephone number, including area code)





Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES [ X ] NO [  ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, 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 ] (do not check if a smaller reporting company)
            Smaller
      reporting company
[   ]





1


Indicated
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes [   ] No [ X
]





As of the
filing date, there were no voting securities held by non-affiliates of the
registrant.


2


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





INDEX





Page
              NumberPart
      I.
            FINANCIAL
      INFORMATIONItem
      1.
            Financial
      StatementsConsolidated
      Statements of Financial Condition
            4Consolidated
      Statements of Income
            6Consolidated
      Statements of Changes in Partnership Capital Subject to
      MandatoryRedemption
            7Consolidated
      Statements of Cash Flows
            8Notes
      to Consolidated Financial Statements
            9Item
      2.
            Management’s
      Discussion and Analysis of FinancialCondition
      and Results of Operations
            16Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            23Item
      4.
            Controls
      and Procedures
            23








Part
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            24Item
      1A.
            Risk
      Factors
            26Item
      6.
            Exhibits
            26Signatures
            27


3
 PART I.
FINANCIAL INFORMATION
 
 ITEM
1. FINANCIAL STATEMENTS




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


CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION


ASSETS





(Unaudited)March
      28,
              
              
              December
      31,(Dollars
      in thousands)
              
              2008
              
              
              2007Cash
      and cash equivalents
              
              $
              317,784
              
              
              $
              378,141Cash
      segregated under federal regulations
              
              
              1,605,000
              
              
              
              1,620,129Securities
      purchased under agreements to resell
              
              
              813,000
              
              
              
              595,000Receivable
      from:Customers
              
              
              1,989,748
              
              
              
              1,989,962Brokers,
      dealers and clearing organizations
              
              
              497,202
              
              
              
              439,378Mutual
      funds, insurance companies, and other
              
              
              174,182
              
              
              
              173,610Securities
      owned, at fair valueInventory
      securities
              
              
              87,922
              
              
              
              87,524Investment
      securities
              
              
              123,769
              
              
              
              136,628Equipment,
      property and improvements, at cost,net
      of accumulated depreciation
              
              
              338,853
              
              
              
              328,668Other
      assets
              
              
              74,348
              
              
              
              75,338TOTAL
      ASSETS
              
              $
              6,021,808
              
              
              $
              5,824,378






































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 FINANCIAL CONDITION


LIABILITIES





(Unaudited)March
      28,
              
              
              December
      31,(Dollars
      in thousands)
              
              2008
              
              
              2007Payable
      to:Customers
              
              $
              3,640,104
              
              
              $
              3,326,854Brokers,
      dealers and clearing organizations
              
              
              103,577
              
              
              
              66,469Securities
      sold, not yet purchased, at fair value
              
              
              9,123
              
              
              
              5,410Accrued
      compensation and employee benefits
              
              
              347,019
              
              
              
              497,135Accounts
      payable and accrued expenses
              
              
              179,655
              
              
              
              191,596Long-term
      debt
              
              
              9,908
              
              
              
              10,8344,289,386
              
              
              
              4,098,298Liabilities
      subordinated to claims of general creditors
              
              
              275,300
              
              
              
              275,300Commitments
      and contingencies (See Notes)Partnership
      capital subject to mandatory redemption,net
      of reserve for anticipated withdrawals
              
              
              1,378,753
              
              
              
              1,328,342Reserve
      for anticipated withdrawals
              
              
              78,369
              
              
              
              122,438Total
      partnership capital subject to mandatory redemption
              
              
              1,457,122
              
              
              
              1,450,780TOTAL
      LIABILITIES
              
              $
              6,021,808
              
              
              $
              5,824,378












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 INCOME


(Unaudited)




Three
      Months Ended(Dollars
      in thousands,
              
              March
      28,
              
              
              March
      30,except
      per unit information)
              
              2008
              
              
              2007Revenue:Trade
      revenueCommissions
              
              $
              437,152
              
              
              $
              483,764Principal
      transactions
              
              
              124,102
              
              
              
              66,358Investment
      banking
              
              
              11,899
              
              
              
              6,411Fee
      revenueAsset
      fees
              
              
              282,262
              
              
              
              252,376Account
      and activity fees
              
              
              117,434
              
              
              
              105,158Interest
      and dividends
              
              
              58,553
              
              
              
              76,706Other
      revenue
              
              
              (4,682
              )
              
              
              1,832Total
      revenue
              
              
              1,026,720
              
              
              
              992,605Interest
      expense
              
              
              19,535
              
              
              
              20,168Net
      revenue
              
              
              1,007,185
              
              
              
              972,437Operating
      expenses:Compensation
      and benefits
              
              
              619,292
              
              
              
              583,824Communications
      and data processing
              
              
              78,120
              
              
              
              74,000Occupancy
      and equipment
              
              
              76,212
              
              
              
              79,591Payroll
      and other taxes
              
              
              43,619
              
              
              
              40,694Advertising
              
              
              18,705
              
              
              
              15,242Postage
      and shipping
              
              
              13,892
              
              
              
              14,096Floor
      brokerage and clearance fees
              
              
              3,223
              
              
              
              3,750Other
      operating expenses
              
              
              50,768
              
              
              
              47,086Total
      operating expenses
              
              
              903,831
              
              
              
              858,283Income
      before allocations to partners
              
              
              103,354
              
              
              
              114,154Allocations
      to partners:Limited
      partners
              
              
              14,091
              
              
              
              18,673Subordinated
      limited partners
              
              
              10,092
              
              
              
              10,503General
      partners
              
              
              79,171
              
              
              
              84,978Net
      income
              
              $
              -
              
              
              $
              -Income
      before allocations to partnersper
      weighted average $1,000equivalent
      limited partnership unit outstanding
              
              $
              28.58
              
              
              $
              37.27Weighted
      average $1,000 equivalentlimited
      partnership units outstanding
              
              
              493,037
              
              
              
              501,020





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 CHANGES IN PARTNERSHIP CAPITAL


SUBJECT
TO MANDATORY REDEMPTION


THREE
MONTHS ENDED MARCH 28, 2008 AND MARCH 30, 2007





(Unaudited)





(Dollars
      in thousands)
              
              Limited
      Partnership Capital
              
              
              Subordinated
      Limited Partnership Capital
              
              
              General
      Partnership Capital
              
              
              TotalTOTAL
      PARTNERSHIP CAPITALSUBJECT
      TO MANDATORYREDEMPTION,
      December 31, 2006
              
              $
              229,270
              
              
              $
              137,503
              
              
              $
              636,606
              
              
              $
              1,003,379Reserve
      for anticipated withdrawals
              
              
              (20,938
              )
              
              
              (12,372
              )
              
              
              (62,683
              )
              
              
              (95,993
              )Partnership
      capital subject to mandatoryredemption,
      net of reserve for anticipatedwithdrawals,
      December 31, 2006
              
              
              208,332
              
              
              
              125,131
              
              
              
              573,923
              
              
              
              907,386Issuance
      of partnership interests
              
              
              293,562
              
              
              
              21,222
              
              
              
              8,038
              
              
              
              322,822Redemption
      of partnership interests
              
              
              (1,433
              )
              
              
              (612
              )
              
              
              -
              
              
              
              (2,045
              )Income
      allocated to partners
              
              
              18,673
              
              
              
              10,503
              
              
              
              84,978
              
              
              
              114,154Withdrawals
      and distributions
              
              
              (20
              )
              
              
              (415
              )
              
              
              (3,105
              )
              
              
              (3,540
              )TOTAL
      PARTNERSHIP CAPITALSUBJECT
      TO MANDATORYREDEMPTION,
      MARCH 30, 2007
              
              
              519,114
              
              
              
              155,829
              
              
              
              663,834
              
              
              
              1,338,777Reserve
      for anticipated withdrawals
              
              
              (18,653
              )
              
              
              (10,088
              )
              
              
              (58,417
              )
              
              
              (87,158
              )Partnership
      capital subject to mandatoryredemption,
      net of reserve for anticipatedwithdrawals,
      March 30, 2007
              
              $
              500,461
              
              
              $
              145,741
              
              
              $
              605,417
              
              
              $
              1,251,619TOTAL
      PARTNERSHIP CAPITALSUBJECT
      TO MANDATORYREDEMPTION,
      December 31, 2007
              
              $
              545,199
              
              
              $
              158,133
              
              
              $
              747,448
              
              
              $
              1,450,780Reserve
      for anticipated withdrawals
              
              
              (50,713
              )
              
              
              (11,456
              )
              
              
              (60,269
              )
              
              
              (122,438
              )Partnership
      capital subject to mandatoryredemption,
      net of reserve for anticipatedwithdrawals,
      December 31, 2007
              
              
              494,486
              
              
              
              146,677
              
              
              
              687,179
              
              
              
              1,328,342Issuance
      of partnership interests
              
              
              -
              
              
              
              31,945
              
              
              
              -
              
              
              
              31,945Redemption
      of partnership interests
              
              
              (2,260
              )
              
              
              (1,124
              )
              
              
              -
              
              
              
              (3,384
              )Income
      allocated to partners
              
              
              14,091
              
              
              
              10,092
              
              
              
              79,171
              
              
              
              103,354Withdrawals
      and distributions
              
              
              (23
              )
              
              
              (378
              )
              
              
              (2,734
              )
              
              
              (3,135
              )TOTAL
      PARTNERSHIP CAPITALSUBJECT
      TO MANDATORYREDEMPTION,
      MARCH 28, 2008
              
              
              506,294
              
              
              
              187,212
              
              
              
              763,616
              
              
              
              1,457,122Reserve
      for anticipated withdrawals
              
              
              (14,068
              )
              
              
              (9,713
              )
              
              
              (54,588
              )
              
              
              (78,369
              )Partnership
      capital subject to mandatoryredemption,
      net of reserve for anticipatedwithdrawals,
      March 28, 2008
              
              $
              492,226
              
              
              $
              177,499
              
              
              $
              709,028
              
              
              $
              1,378,753







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.


CONSOLIDATED
STATEMENTS OF CASH FLOWS





(Unaudited)








Three
      Months EndedMarch
      28,
              
              
              March
      30,(Dollars
      in thousands)
              
              2008
              
              
              2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
              
              $
              -
              
              
              $
              -Adjustments
      to reconcile net income to netcash
      provided by operating activitiesIncome
      before allocations to partners
              
              
              103,354
              
              
              
              114,154Depreciation
              
              
              21,392
              
              
              
              22,642Changes
      in assets and liabilities:Cash
      segregated under federal regulations
              
              
              15,129
              
              
              
              (82,194
              )Securities
      purchased under agreements to resell
              
              
              (218,000
              )
              
              
              (312,000
              )Net
      payable to customers
              
              
              313,464
              
              
              
              100,448Net
      payable to brokers, dealers andclearing
      organizations
              
              
              (20,716
              )
              
              
              7,472Receivable
      from mutual funds, insurance companiesand
      other
              
              
              (572
              )
              
              
              (18,917
              )Securities
      owned, net
              
              
              16,174
              
              
              
              29,247Other
      assets
              
              
              990
              
              
              
              (861
              )Accrued
      compensation and employee benefits
              
              
              (150,116
              )
              
              
              (88,546
              )Accounts
      payable and accrued expenses
              
              
              (11,941
              )
              
              
              32,107Net
      cash provided by/(used in) operating activities
              
              
              69,158
              
              
              
              (196,448
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of equipment, property and improvements, net
              
              
              (31,577
              )
              
              
              (23,335
              )Net
      cash used in investing activities
              
              
              (31,577
              )
              
              
              (23,335
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayment
      of long-term debt
              
              
              (926
              )
              
              
              (867
              )Issuance
      of partnership interests
              
              
              31,945
              
              
              
              322,822Redemption
      of partnership interests
              
              
              (3,384
              )
              
              
              (2,045
              )Withdrawals
      and distributions from partnership capital
              
              
              (125,573
              )
              
              
              (99,533
              )Net
      cash (used in)/provided by financing activities
              
              
              (97,938
              )
              
              
              220,377Net
      (decrease) increase in cash and cash equivalents
              
              
              (60,357
              )
              
              
              594CASH
      AND CASH EQUIVALENTSBeginning
      of period
              
              
              378,141
              
              
              
              311,992End
      of period
              
              $
              317,784
              
              
              $
              312,586Cash
      paid for interest
              
              $
              15,429
              
              
              $
              16,193






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


8
 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 owned are accounted
for under the equity method.  The results of the Partnership's
subsidiary in Canada for the three months ended February 29, 2008 and February
28, 2007 are included in the Partnership's consolidated financial statements
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 primarily serving
individual investors.  Edward Jones primarily derives its revenues
from the retail brokerage business through the sale of listed and unlisted
securities, insurance products, investment banking and principal transactions,
as a distributor of mutual fund shares, and revenue related to assets held by
and account services provided to its clients.  Edward Jones conducts
business throughout the United States of America, Canada and the United Kingdom
with its customers, various brokers, dealers, clearing organizations,
depositories and banks. Edward Jones Trust Company ("EJTC"), a wholly-owned
subsidiary of the Partnership, offers trust services to Edward Jones
customers.





The
consolidated financial statements have been prepared under the accrual basis of
accounting in conformity with accounting principles generally accepted in the
United States of America ("GAAP") which require the use of certain estimates by
management in determining the Partnership's assets, liabilities, revenues and
expenses.  Actual results could differ from these
estimates.





Substantially
all of the Partnership's short-term financial assets and liabilities are carried
at fair value or contracted amounts which approximate fair value.





Under the
terms of the Partnership Agreement, a partner’s capital will be redeemed by the
Partnership in the event of the partner’s death, resignation or
termination.  In the event of the partner’s death, the Partnership
must redeem the partner’s capital within six months.  Limited partners
withdrawing from the Partnership due to termination or resignation are repaid
their capital in three equal annual installments beginning the month after their
resignation or termination.  The capital of general partners resigning
or terminated from the Partnership is converted to subordinated limited
partnership capital.  Subordinated limited partners are repaid their
capital in four equal annual installments beginning the month after their
request for withdrawal of contributed capital.  The Partnership’s
managing partner has the discretion to waive these withdrawal
restrictions.  All current and future partnership capital is
subordinate to all current and future liabilities of the Partnership, including
the liabilities subordinated to claims of general creditors.





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


The
interim financial information included herein is unaudited.  However,
in the opinion of management, such information includes all adjustments,
consisting primarily of normal recurring accruals, which are necessary for a
fair presentation of the results of interim operations.  Certain prior
period amounts have been reclassified to conform to the current year
presentation.





The
results of operations for the three months ended March 28, 2008 and March 30,
2007 are not necessarily indicative of the results to be expected for the full
year.  These consolidated financial statements should be read in
conjunction with the Partnership's Annual Report on Form 10-K for the year ended
December 31, 2007.





Revenue
Recognition.Customertransactions are
recorded 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 in
the period earned.





Commissions
consist of charges to customers for the purchase or sale of securities,
insurance products and mutual fund shares.





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.





Investment
banking revenues are derived from the Partnership’s underwriting and
distribution of securities on behalf of issuers.





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.  Asset-based revenues related to the
Partnership’s interest in the advisor to the Edward Jones Money Market Fund are
included in asset fees revenue.





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





Interest
and dividend income is earned primarily on margin account balances, cash
equivalents, cash segregated under federal regulations, securities purchased
under agreement to resell, inventory securities and investment
securities.





FAIR
VALUE OF SECURITIES





Inventory
and investment securities owned and securities sold, not yet purchased are
presented at fair value.





Fair
value is defined as the price at which an asset or liability could be exchanged
in a current transaction between knowledgeable, willing parties. Where
available, fair value is based on observable market prices or parameters or
derived from such prices or parameters.  When observable prices are
not available, the Partnership either uses implied pricing from similar
instruments or valuation models based on net present value of estimated future
cash flows, adjusted as appropriate for liquidity, credit, market and/or other
risk factors.


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


The
Partnership has adopted the Statement of Financial Accounting Standards ("SFAS")
No. 157 "Fair Value Measurements" ("SFAS 157"), effective for the fiscal year
beginning January 1, 2008.  The adoption of SFAS 157 had no financial
impact on the Partnership's consolidated financial condition, results of
operations, or cash flows.  Beginning January 1, 2008, 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 157 and directly related to the amount of subjectivity associated with
the inputs to fair valuation of these assets and liabilities, are as
follows:





Level I –
Inputs are unadjusted, quoted prices in active markets for identical assets or
liabilities at the measurement date.





The types
of assets and liabilities categorized as Level I generally are government and
agency securities, equities listed in active markets, unit investment trusts and
investments in publicly traded mutual funds with quoted market
prices.





Level II
– Inputs (other than quoted prices included in Level I) are either directly or
indirectly observable for the asset or liability through correlation with
related market data at the measurement date and for the duration of the
instrument’s anticipated life.





The types
of assets and liabilities categorized as Level II generally are municipal bonds,
mortgage and asset backed securities, and corporate debt.





Level III
– Inputs are both unobservable and significant to the overall fair value
measurement.  These inputs reflect management’s best estimate of what
market participants would use in pricing the asset or liability at the
measurement date.  Consideration is given to the risk inherent in the
valuation technique and the risk inherent in the inputs to the
model.





Edward
Jones does not have any assets or liabilities categorized as Level
III.





11
 PART I.
FINANCIAL INFORMATION
 
 Item 1.
Financial Statements, continued


Assets
      at Fair Value as of March 28, 2008In
      thousands
              
              Level
      I
              
              
              Level
      II
              
              
              Level
      III
              
              
              TotalSecurities
      purchased under agreements to resell
              
              $
              813,000
              
              
              $
              -
              
              
              $
              -
              
              
              $
              813,000Securities
      Owned:Inventory
      Securities:Certificates
      of Deposit
              
              $
              -
              
              
              $
              1,401
              
              
              $
              -
              
              
              $
              1,401U.S.
      and Canadian Government and U.S.
                Agency
      Obligations
              
              
              3,857
              
              
              
              -
              
              
              
              -
              
              
              
              3,857State
      and Muni Obligations
              
              
              -
              
              
              
              49,522
              
              
              
              -
              
              
              
              49,522Corporate
      Bonds and Notes
              
              
              -
              
              
              
              17,030
              
              
              
              -
              
              
              
              17,030Collateralized
      Mortgage Obligations
              
              
              -
              
              
              
              1,304
              
              
              
              -
              
              
              
              1,304Equities
              
              
              13,585
              
              
              
              -
              
              
              
              -
              
              
              
              13,585Unit
      Investment Trusts
              
              
              1,223
              
              
              
              -
              
              
              
              -
              
              
              
              1,223Total
      Inventory Securities
              
              $
              18,665
              
              
              $
              69,257
              
              
              $
              -
              
              
              $
              87,922Investment
      Securities:U.S.
      government and agency obligations held
                by
      U.S. broker dealer
              
              $
              25,319
              
              
              $
              -
              
              
              $
              -
              
              
              $
              25,319U.S.
      and Canadian government and U.S.
                agency
      obligations held by foreign broker-
                dealers
              
              
              24,754
              
              
              
              -
              
              
              
              -
              
              
              
              24,754Mutual
      Funds
              
              
              71,309
              
              
              
              -
              
              
              
              -
              
              
              
              71,309Equities
              
              
              735
              
              
              
              1,652
              
              
              
              -
              
              
              
              2,387Total
      Investment Securities
              
              $
              122,117
              
              
              $
              1,652
              
              
              $
              -
              
              
              $
              123,769




Liabilities
      at Fair Value as of March 28, 2008In
      thousands
              
              Level
      I
              
              
              Level
      II
              
              
              Level
      III
              
              
              TotalSecurities
      Sold, Not Yet Purchased:Certificates
      of Deposit
              
              $
              -
              
              
              $
              784
              
              
              $
              -
              
              
              $
              784U.S.
      and Canadian government and U.S.
                agency
      obligations
              
              
              1,191
              
              
              
              -
              
              
              
              -
              
              
              
              1,191State
      and Muni Obligations
              
              
              -
              
              
              
              66
              
              
              
              -
              
              
              
              66Corporate
      Bonds and Notes
              
              
              -
              
              
              
              4,802
              
              
              
              -
              
              
              
              4,802Collateralized
      Mortgage obligations
              
              
              -
              
              
              
              24
              
              
              
              -
              
              
              
              24Equities
              
              
              2,028
              
              
              
              -
              
              
              
              -
              
              
              2,028Unit
      Investment Trusts
              
              
              228
              
              
              
              -
              
              
              
              -
              
              
              228Total
      Securities Sold, Not Yet Purchased
              
              $
              3,447
              
              
              $
              5,676
              
              
              $
              -
              
              
              $
              9,123








12
 PART I.
FINANCIAL INFORMATION
 
 Item 1.
Financial Statements, continued


PARTNERSHIP
CAPITAL SUBJECT TO MANDATORY REDEMPTION





The
Financial Accounting Standards Board Statement of Financial Accounting Standards
("SFAS") No. 150, “Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity,” established standards for
classifying and measuring certain financial instruments with characteristics of
both liabilities and equity.  Under the provisions of SFAS No. 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 is obligated to redeem a partner’s capital after a partner’s death,
SFAS No. 150 requires all of the Partnership’s equity capital to be classified
as a liability.  Income before allocations to partners prior to the
issuance of SFAS No. 150 was classified in the Partnership's statement of income
as net income.  In accordance with SFAS No. 150, these allocations are
now classified as a reduction of income before allocations to partners, which
results in a presentation of $0 net income for the three month periods ended
March 28, 2008 and March 30, 2007.  The financial statement
presentations required to comply with SFAS No. 150 do not alter the
Partnership’s treatment of income, income allocations or equity capital for any
other purposes.  In addition, SFAS No. 150 does not have any effect
on, nor is it applicable to, the Partnership’s subsidiaries’ financial
statements.





Net
income, as defined in the Partnership Agreement, is now equivalent to income
before allocations to partners in the Consolidated Statements of
Income.  Such income, if any, for each calendar year is allocated to
the Partnership’s three classes of capital in accordance with the formulas
prescribed in the Partnership Agreement.  First, limited partners are
allocated net income in accordance with the prescribed formula for their share
of net income.  Thereafter, subordinated limited partners and general
partners are allocated any remaining net income based on formulas in the
Partnership Agreement.  Limited partners do not share in the net loss
in any year in which there is net loss and the Partnership is not dissolved or
liquidated.





Partnership
capital subject to mandatory redemption of $1,378,753, net of the reserve for
anticipated withdrawals, consists of $492,226 of limited partnership capital
issued in $1,000 units, $177,499 of subordinated limited partnership capital and
$709,028 of general partnership capital as of March 28, 2008.  The
reserve for anticipated withdrawals consists of current year profits to be
withdrawn within next year.





Limited
partnership capital is held by current and former employees, subordinated
limited partners and general partners of the Partnership.  Limited
partners are guaranteed a minimum 7.5% return on the face amount of their
capital.  Expense related to the 7.5% return was $9,250 and $9,400 for
the three months ended March 28, 2008 and March 30, 2007, respectively, and is
included as a component of Interest Expense.  The 7.5% return is paid
to limited partners regardless of the Partnership’s earnings.





Subordinated
limited partnership capital is held by current and former general partners of
the Partnership.  Subordinated limited partners receive a varying
percentage of the net income of the Partnership based on their capital
invested.  Subordinated limited partner capital is subordinated to the
limited partnership capital.





13
 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 and the
capital rules of the New York Stock Exchange, Inc. ("NYSE").  Under
the alternative method permitted by the rules, Edward Jones must maintain
minimum Net Capital equal to the greater of $0.250 million or 2% of aggregate
debit items arising from customer transactions.  The Net Capital rules
also provide that partnership capital may not be withdrawn if resulting Net
Capital would be less than 5% of aggregate debit items.  Additionally,
certain withdrawals require the consent of the Securities and Exchange
Commission ("SEC") to the extent they exceed defined levels, even though such
withdrawals would not cause Net Capital to be less than 5% of aggregate debit
items.





At March
28, 2008, Edward Jones' Net Capital of $809.0 million was 42.8% of
aggregate debit items and its Net Capital in excess of the minimum required was
$771.2 million.  Net capital and the related capital percentages
may fluctuate on a daily basis.





At March
28, 2008, the Partnership’s foreign broker-dealer subsidiaries and EJTC were in
compliance with regulatory capital requirements in the jurisdictions in which
they operate.





CONTINGENCIES





In the
normal course of business, the Partnership has been named, from time to time, as
a defendant in various legal actions, including arbitrations, class actions and
other litigation.  Certain of these legal actions include claims for
substantial compensatory and/or punitive damages or claims for indeterminate
amounts of damages.  The Partnership is 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 recent years, the number of legal actions and
investigations has increased with a focus on mutual fund issues among many firms
in the financial services industry, including the Partnership.





In view
of the inherent difficulty of predicting the outcome of such matters,
particularly in cases in which claimants seek substantial or indeterminate
damages, or actions which are in very preliminary stages, the Partnership cannot
predict with certainty the eventual loss or range of loss related to such
matters.  The Partnership has determined that it is likely that
ultimate resolution in favor of the plaintiffs will result in losses to the
Partnership on some of these matters, and as a result, has established
appropriate accruals for potential litigation losses.  Based on
current knowledge and after consultation with counsel, the Partnership believes
that, the outcome of these actions will not have a material adverse effect on
the consolidated financial condition of the Partnership, although the outcome
could be material to the Partnership’s future operating results for a particular
period or periods.  For additional discussions, refer to "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in the Partnership's Annual Report on Form 10-K for the fiscal year
ended December 31, 2007, and Part II, Item 1 "Legal Proceedings" in this Form
10-Q.





Also, in
the normal course of business, the Partnership enters into contracts which
contain indemnification provisions, including, but not limited to, purchase
contracts, service agreements, escrow agreements, sales of assets, outsourcing
agreements and leasing arrangements.  Under the provisions of these
contracts, the Partnership may indemnify counterparties to the contracts for
certain aspects of the Partnership's past conduct if other parties fail to
perform, or if certain events occur.  These indemnification provisions
will vary based upon the contract.  The Partnership may in turn obtain
indemnifications from other parties in certain contracts.  These
indemnification provisions are not expected to have a material impact on the
Partnership's results of operations or financial condition.


14
 PART I.
FINANCIAL INFORMATION
 
 Item 1.
Financial Statements, continued


COMMITMENTS





The
Partnership has executed construction agreements for the construction of two
office buildings totaling 575,000 square feet and related parking garages on
land the Partnership owns at its St. Louis, Missouri North Campus location, a
225,000 square foot addition and parking garage at an existing building at its
St. Louis, Missouri South Campus location and a parking garage at its Tempe,
Arizona Campus.  The Partnership estimates that the total cost of the
construction agreements to be $347.5 million, with estimated completion dates
during 2008 and 2009.  As of March 28, 2008, the Partnership has
executed $157.7 million in general and subcontractor commitments related to the
above mentioned construction projects.








15
 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 buy or sell transactions on securities) and net fee
revenue (sources other than trade revenue).  In the Partnership’s
Consolidated Statements of Income, trade revenue is comprised of commissions,
principal transactions and investment banking.  Net fee revenue is
comprised of asset fees, account and activity fees, interest and dividends net
of interest expense and other revenues.





RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 28, 2008 AND MARCH 30,
2007





For the
first three months of 2008, net revenue increased 4% ($34.7 million) to $1.01
billion, while income before allocations to partners decreased 9% ($10.8
million) to $103.4 million.  The Partnership’s profit margin based on
income before allocations to partners decreased to 10.1% in the first quarter of
2008, from 11.5% in the first quarter of 2007.  The Partnership’s net
revenue increased primarily due to increased customer dollars invested (the
principal amount of customers’ buy and sell transactions), growth in customer
asset values, and higher account and activity fees partially offset by decreases
in net interest income and other revenue.  Operating expenses
increased due primarily to growth in sales compensation related to the increase
in net revenues and to costs associated with the continued expansion and
enhancement of the Partnership's branch office network.  The
Partnership added 1,007 financial advisors during the twelve months ended March
28, 2008, ending the quarter with 11,398 financial advisors, an increase of 10%
from 10,391 as of March 30, 2007.





Trade
Revenue





Trade
revenue comprised 57% of the Partnership's net revenue for both the first
quarters of 2008 and 2007.  Net fee revenue comprised 43% for the
first quarters of 2008 and 2007.





Trade
revenue of $573.2 million increased 3% ($16.6 million) during the first quarter
of 2008 compared to the same period in the prior year.  Trade revenue
increased primarily due to an increase in customer dollars invested when
compared to the first quarter of 2007.  Total customer dollars
invested were $27.9 billion during the first quarter of 2008, a 4% ($1.0
billion) increase from the first quarter of 2007.  The Partnership
earned $20.50 on each $1,000 invested for the first quarters of 2008 and
2007.





Commission
revenue decreased 10% ($46.6 million) for the first quarter of 2008 to $437.2
million.  Customers invested $17.6 billion in commission generating
transactions in the first quarter of 2008 compared to $18.8 billion in the first
quarter of 2007, a 6% decrease.  Revenue from mutual fund commissions
decreased 15% ($51.4 million) while insurance commissions increased 15% ($8.7
million), and together represented 92% of the decrease in commissions
revenue.  The following table summarizes commissions revenue quarter
over quarter:


16
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                  Management's
      Discussion and Analysis of Financial Condition and Results of Operations,
      continued


Quarter
      ended (in millions)March
      28,
              
              
              March
      30,
              
              
              %2008
              
              
              2007
              
              
              ChangeMutual
      funds
              
              $
              291.7
              
              
              $
              343.1
              
              
              
              (15
              )Equities
              
              
              77.0
              
              
              
              80.8
              
              
              
              (5
              )Insurance
              
              
              68.4
              
              
              
              59.7
              
              
              
              15Corporate
      bonds
              
              
              0.1
              
              
              
              0.2
              
              
              
              (50
              )$
              437.2
              
              
              $
              483.8
              
              
              
              (10
              )





Principal
transactions revenue increased 87% ($57.7 million) to $124.1 million during the
first quarter of 2008 due primarily to an increase in customer dollars
invested.  Customers invested $10.1 billion in principal transactions
in the first quarter of 2008 compared to $8.1 billion in the first quarter of
2007, an increase of 25%.  The Partnership’s margin earned on
principal transactions on each $1,000 invested increased to $12.50 during the
first quarter of 2008 from $8.20 during the first quarter of 2007 primarily due
to a shift to higher margin, longer maturity fixed income products from lower
margin, shorter maturity certificates of deposit.  Revenue from
municipal bonds increased 198% ($41.3 million), corporate bonds increased 72%
($17.0 million), government bonds increased 24% ($1.1 million), collateralized
mortgage obligations increased 14% ($0.5 million), and unit investment trust
increased 8% ($0.3 million), while certificates of deposit decreased 25% ($2.5
million).  The increase in municipal bond revenue is due to the
attractive yields on municipal bonds versus their historic yields relative to
treasury securities.  The following table summarizes principal
transaction revenue quarter over quarter:





Quarter
      ended (in millions)March
      28,
              
              
              March
      30,
              
              
              %2008
              
              
              2007
              
              
              ChangeMunicipal
      bonds
              
              $
              62.2
              
              
              $
              20.9
              
              
              
              198Corporate
      bonds
              
              
              40.5
              
              
              
              23.5
              
              
              
              72Certificates
      of deposit
              
              
              7.6
              
              
              
              10.1
              
              
              
              (25
              )Government
      bonds
              
              
              5.6
              
              
              
              4.5
              
              
              
              24Unit
      investment trusts
              
              
              4.2
              
              
              
              3.9
              
              
              
              8Collateralized
      mortgage obligations
              
              
              4.0
              
              
              
              3.5
              
              
              
              14$
              124.1
              
              
              $
              66.4
              
              
              
              87





Investment
banking revenue increased 86% ($5.5 million) during the first quarter of 2008 to
$11.9 million, due primarily to an increase in municipalofferings in the
current quarter.





17
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                  Management's
      Discussion and Analysis of Financial Condition and Results of Operations,
      continued


Net
Fee Revenue





Net fee
revenue, which is fee revenue net of interest expense, increased 4% ($18.1
million) to $434.0 million during the first quarter of
2008.  Asset fees increased 12% ($29.9 million) to $282.3 million
due primarily to net new money flowing into customer's mutual fund and insurance
assets.  Average customer mutual fund, insurance, and money market
assets increased $29.5 billion or 9% to $344.2 billion in the first quarter
of 2008 compared to $314.7 billion in the first quarter of 2007.





Account
and activity fees of $117.4 million increased 12% ($12.3 million) quarter over
quarter.  Revenue received from sub-transfer agent services performed
for mutual fund companies increased 12% ($7.0 million) to $66.4 million,
due to a 14% increase in the number of customer accounts for which the
Partnership provides mutual fund sub-transfer agent services.  Other
revenue which is a negative $4.7 million decreased $6.5 million quarter
over quarter primarily due to an $8.5 million decrease in value in the
non-qualified deferred compensation plan assets.  As the market value
of the assets in that plan fluctuates, the gains or losses are reflected in
other revenue.  There was an offsetting decrease in Compensation and
Benefits Expense in the first quarter, as the expense for the plan is reflected
there.  Each period, the net impact of the market value fluctuations
on the partnership's financial performance is zero.





Net
interest and dividend income decreased 31% ($17.5 million) to $39.0 million
during the first quarter of 2008 due primarily to a decrease in interest
rates.  Interest income decreased 24% ($18.2 million) to $58.6 million
during the first quarter of 2008.  The average funds invested in cash
equivalents and securities purchased under agreements to resell during the first
quarter of 2008 were $2.4 billion, compared to $2.1 billion in the first quarter
of 2007.  The average rate earned on these investments decreased to
3.2% during the first quarter of 2008 from 5.22% during the first quarter of
2007.  Interest income from customer loans decreased 24% ($10.2
million).  The average rate earned on customer loan balances decreased
to approximately 7.17% during the first quarter of 2008 from approximately 9.14%
during the first quarter of 2007.  Average customer loan balance
decreased 1% ($26.2 million) to $1.9 billion.  Generally, the
average interest rate earned on the Partnership's interest bearing assets was
negatively impacted by the Federal Reserve's reduction in its target Federal
Funds Rate from 5.25% in the first quarter of 2007, to 2.25% at the end of the
first quarter 2008.











Other
operating expenses increased 8% ($3.7 million) during the first quarter of 2008
primarily due to increased travel and entertainment costs, Managed Account
Program ("MAP") money manager expense due to increased MAP assets and related
revenues, and legal reserve expense.





18
 PART I.
FINANCIAL INFORMATION
 
 Item
      2.
                  Management's
      Discussion and Analysis of Financial Condition and Results of Operations,
      continued


MUTUAL
FUND AND ANNUITY MATTERS





In recent
years, mutual fund and annuity products have come under increased scrutiny from
various state and federal regulatory authorities in connection with several
industry issues including market timing, late trading, the failure of various
broker-dealers to provide breakpoint discounts to mutual fund purchasers, the
sale of certain mutual fund share classes, mutual fund net asset value transfer
programs and the manner in which mutual fund and annuity companies compensate
broker-dealers.





For
additional discussions of mutual fund matters, refer to "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included in the
Partnership's Annual Report on Form 10-K for the fiscal year ended December
31, 2007, and Part II, Item 1 "Legal Proceedings" in this Form
10-Q.





There are
regulatory proposals being considered that could significantly impact the
disclosure and potentially the amount of compensation that broker-dealers derive
from mutual funds and annuity products.  The Partnership believes it
is likely in the future that broker-dealers will be required to provide more
disclosure to their clients with respect to payments received by them from the
sales of these products.  It is also possible that such payments may
be restricted by law or regulation.  For additional discussion, refer
to "Item 1A-Risk Factors, Regulatory Initiatives" included in the Partnership's
Annual Report on Form 10-K for the fiscal year ended December 31,
2007.





The
Partnership derived 65% of its total revenue from sales and services related to
mutual fund and annuity products in the first three months of 2008 and 68% in
the first three months of 2007.  The Partnership derived 32% of its
total revenue for the first three months of 2008 and 2007 from one mutual fund
vendor.  Significant reductions in the revenues from these mutual fund
sources could have a material impact on the Partnership's results of
operations.





LIQUIDITY
AND CAPITAL RESOURCES





The
Partnership's capital subject to mandatory redemption at March 28, 2008,
excluding the reserve for anticipated withdrawals, was $1.4 billion, compared to
$1.3 billion at December 31, 2007.  The increase is primarily due to
the retention of General Partner earnings ($21.8 million) and the issuance
of  subordinated limited partner interests ($31.9 million), offset by
redemption of limited partner and subordinated limited partner interests ($2.3
million and $1.1 million, respectively).





At March
28, 2008, the Partnership had $317.8 million in cash and cash
equivalents.  In addition, the Partnership had $813.0 million in
securities purchased under agreements to resell, which have maturities of less
than one week.  Also, the Partnership had $1.605 billion in cash
segregated under federal regulations, which was not available for general
use.  Lines of credit are in place aggregating $1.17 billion
(including $1.07 billion of uncommitted lines of credit and $0.1 million of
unsecured lines of credit) where actual borrowing availability is based on
securities owned and customers' margin securities which serve as collateral for
the loans).   No amounts were outstanding under these lines
during the quarters ended March 28, 2008 and March 30, 2007.





The
Partnership believes that the liquidity provided by existing cash balances,
other highly liquid assets and borrowing arrangements will be sufficient to meet
the Partnership's capital and liquidity requirements.  Depending on
conditions in the capital markets and other factors, the Partnership will, from
time to time, consider the issuance of debt, the proceeds of which could be used
to meet growth needs or for other purposes.





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


The
Partnership's growth has been financed through sales of limited partnership
interests to its employees and existing limited partners, 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.





The
Partnership has executed construction agreements for the construction of a
205,000 square foot building, an additional 370,000 square foot office building,
and related parking garages on land the Partnership owns at its St. Louis,
Missouri North Campus location, a 225,000 square foot addition and parking
garage at an existing building at its St. Louis, Missouri South Campus location,
and a parking garage at its Tempe, Arizona Campus.  The Partnership
estimates that the total cost of the construction agreements to be $347.5
million, with estimated completion dates during 2008 and 2009.  As of
March 28, 2008, the Partnership has executed $157.7 million in general and
subcontractor commitments related to the above mentioned construction
projects.  The Partnership plans to finance approximately 75% of the
office and garage facility with loans secured by the facilities with the
remaining 25% financed from the Partnership’s existing capital resources. The
Partnership has not yet obtained commitments for such financing.





For the
three months ended March 28, 2008, cash and cash equivalents decreased $60.4
million to $317.8 million.  Cash provided by operating activities
was $69.2 million.  The primary sources of cash provided by operating
activities include income before allocations to partners adjusted for
depreciation expense, decreases in cash segregated under federal regulations,
securities owned, other assets and an increase in net payable to
customers.  These increases to cash and cash equivalents were offset
by increases in securities purchased under agreements to resell, net receivables
from brokers, dealers and clearing organizations, receivable from mutual funds,
insurance companies and other, along with decreases in accounts payable and
accrued expenses and accrued compensation and employee benefits.  Cash
used in investing activities was $31.6 million consisting of capital
expenditures supporting the growth of the Partnership’s operations and for
construction of new office space as noted above.  Cash used in
financing activities was $97.9 million, consisting primarily of partnership
withdrawals and distributions ($125.6 million), redemption of partnership
interests ($3.4 million) and repayment of subordinated debt ($.9 million),
offset by the issuance of partnership interests ($31.9 million).





As a
result of its activities as a broker-dealer, Edward Jones, the Partnership's
principal subsidiary, is subject to the Net Capital provisions of Rule 15c3-1 of
the Securities Exchange Act of 1934 and the capital rules of the
NYSE.  Under the alternative method permitted by the rules, Edward
Jones must maintain minimum Net Capital, as defined, equal to the greater of
$0.250 million or 2% of aggregate debit items arising from customer
transactions.  The Net Capital rules also provide that partnership
capital may not be withdrawn if resulting Net Capital would be less than 5% of
aggregate debit items.  Additionally, certain withdrawals require the
consent of the SEC to the extent they exceed defined levels, even though such
withdrawals would not cause Net Capital to be less than 5% of aggregate debit
items.  At March 28, 2008, Edward Jones's Net Capital of $809.0
million was 42.8% of aggregate debit items and its Net Capital in excess of the
minimum required was $771.2 million.  Net Capital and the related
capital percentage may fluctuate on a daily basis.





CRITICAL
ACCOUNTING POLICIES





The
Partnership’s financial statements are prepared in accordance with 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.





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


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





Securities
owned and sold, not yet purchased, including inventory securities and investment
securities, are valued at fair value.  Where available, fair value is
based on observable market prices or parameters or derived from such prices or
parameters.  When observable prices are not available, the Partnership
either uses implied pricing from similar instruments or valuation models based
on net present value of estimated future cash flows, adjusted as appropriate for
liquidity, credit, market and/or other risk factors.





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.





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 Fund Matters 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 enters into lease agreements for certain headquarters facilities as
well as branch office locations.  The associated lease expense is
recognized on a straight-line basis over the minimum lease terms.





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, 2007.





THE
EFFECTS OF INFLATION





The
Partnership's net assets are primarily monetary, consisting of cash, securities
inventories and receivables less liabilities.  Monetary net assets are
primarily liquid in nature and would not be significantly affected by
inflation.  Inflation and future expectations of inflation influence
securities prices, as well as activity levels in the securities
markets.  As a result, profitability and capital may be impacted by
inflation and inflationary expectations.  Additionally, inflation's
impact on the Partnership's operating expenses may affect profitability to the
extent that additional costs are not recoverable through increased prices of
services offered by the Partnership.





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


FORWARD-LOOKING
STATEMENTS





This
report on Form 10-Q and, in particular, Management’s Discussion and Analysis of
Financial Condition and Results of Operations, contains forward-looking
statements within the meaning of the federal securities laws.  You can
identify forward-looking statements by the use of the words “believe,” “expect,”
“anticipate,” “intend,” “estimate,” “project,” “will,” “should,” and other
expressions which predict or indicate future events and trends and which do not
relate to historical matters.  You should not rely on forward-looking
statements because they involve known and unknown risks, uncertainties and other
factors, some of which are beyond the control of the
Partnership.  These risks, uncertainties and other factors may cause
the actual results, performance or achievements of the Partnership to be
materially different from the anticipated future results, performance or
achievements expressed or implied by the forward-looking
statements.





Some of
the factors that might cause differences include, but are not limited to, the
following: (1) regulatory actions; (2) litigation, including that involving
mutual fund matters; (3) changes in legislation; (4) actions of competitors; (5)
changes in technology; (6) a fluctuation or decline in the market value of
securities; (7) rising interest rates; (8) securities theft; (9) the ability of
customers, other broker-dealers, banks, depositories and clearing organizations
to fulfill contractual obligations; and (10) general economic
conditions.  These forward-looking statements were based on
information, plans and estimates at the date of this report, and we do not
undertake to update any forward-looking statements to reflect changes in
underlying assumptions or factors, new information, future events or other
changes.


22
 PART I.
FINANCIAL INFORMATION


ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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





The
Partnership is exposed to market risk from changes in interest
rates.  Such changes in interest rates impact the income from interest
earning assets, primarily receivables from customers on margin balances, and may
have an impact on the expense from liabilities that finance these
assets.  At March 28, 2008, amounts receivable from customers were
$1.990 billion.  Liabilities include amounts payable to customers and
other interest and non-interest bearing liabilities.





Under
current market conditions and based on current levels of interest earning assets
and the liabilities that finance these assets, the Partnership estimates that a
100 basis point increase in short-term interest rates could increase its annual
net interest income by approximately $18.0 million.  Conversely, the
Partnership estimates that a 100 basis point decrease in short-term interest
rates could decrease the Partnership’s annual net interest income by up to $42.0
million.  A decrease in short-term interest rates has a more
significant impact on net interest income because under the current low interest
rate environment, the Partnership’s interest bearing liabilities are less
sensitive to changes in short-term interest rates compared to its interest
earning assets.





There
were no changes in the Partnership’s exposure to market risk and changes in
interest rates during the three months ended March 28, 2008 that would have a
material adverse effect on the consolidated financial position or results of
operations of the Partnership.





ITEM
4. CONTROLS AND PROCEDURES




Based
upon an evaluation performed as of the end of the period covered by this report,
the Partnership's certifying officers, the Chief Executive Officer and the Chief
Financial Officer, have concluded that the Partnership's disclosure controls and
procedures were effective.





There
have been no changes in the Partnership's last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
Partnership's internal control over financial reporting.


23
 PART II.
OTHER INFORMATION
 
  ITEM
1.  LEGAL PROCEEDINGS





The
following information supplements the discussion in Part I, Item 3 "Legal
Proceedings" in the Partnership's Annual Report on Form 10-K for the fiscal year
ended December 31, 2007:





Revenue Sharing Class Action
- The Partnership was sued in nine civil class actions that were
eventually consolidated into three proceedings namely:  (1) Bressler,
et al. v. Edward D. Jones & Co., (2) Spahn IRA, et al. v. Edward D. Jones
& Co., and (3) Enriquez et al. v. Edward D. Jones & Co., L.
P.  In August 2006, the Partnership announced a preliminary settlement
agreement to resolve all three groups of lawsuits.  Each of the suits
claimed in part that the Partnership failed to adequately disclose its revenue
sharing arrangements with certain designated preferred mutual fund
families.  Final approval of the settlement was given on October 25,
2007 in the federal court case (Spahn) and on October 29, 2007 in the state
action (Enriquez).  Pursuant to the foregoing approved settlement, the
Bressler action was dismissed.  The time for appeals has past and the
Partnership is beginning the process of effectuating the
settlement.  The checks to former clients have been distributed and it
is anticipated that the first credit vouchers will be made available by
approximately mid-year.  For a more detailed description of the
settlement, see Item 3 "Legal Proceedings" in the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 2007.





The People of the State of
California v. Edward D. Jones & Co., L.P., et al.– In addition to
the foregoing civil class action litigation, the California Attorney General
commenced a civil action against the Partnership on essentially the same
allegations present in the civil class actions.  The court has granted
the Partnership's motion to dismiss and dismissed the lawsuit, and further
denied the Attorney General's request for reconsideration.  However,
the California Attorney General filed an appeal.  On August 24, 2007,
the California Court of Appeal issued its opinion, remanding the case to the
trial court with instructions to vacate the order sustaining the demurrer
without leave to amend and enter a new order overruling the
demurrer.  On October 3, 2007, Edward Jones timely filed a Petition
for Review with the California Supreme Court.  On November 28, 2007,
the California Supreme Court denied the petition.  On December 6,
2007, the case was remitted back to the trial court.  The Partnership
continues its defense of the lawsuit.





Tennessee Investigation – The
filing in August 2007 of a legal action In Re Estate of Florence M. Wilkison and
John E. Wilkison, Jr., Executor v. Robert E. Bell, William E. Hood and Edward D.
Jones & Co., L.P., Seventh Circuit Court for Davidson County Tennessee
Probate Division alleging misappropriation, has been settled.  As a
result, additional clients claiming conversion of property by accountant Bell
and Edward Jones Financial Advisor Hood similar to the Wilkison claim has
resulted in additional investigation and monetary settlements.  In
April 2008, two arbitrations were filed.  The first arbitration was
filed by five clients of Edward Jones and demands approximately
$4.9 million.  The second arbitration was filed by one client
demanding $0.5 million in damages.  Edward Jones continues its
investigation.  Edward Jones has notified the regulatory authorities
including the State of Tennessee and FINRA and are cooperating with their
investigation.





Wage and Hour Class Actions
-  On September 28, 2007, Edward Jones, a subsidiary of the
Partnership, entered into two settlement agreements (the "Settlement
Agreements") related to several wage and hour class action lawsuits, which were
filed against Edward Jones in the United States District Court for the Northern
District of California (“Northern District of California”) and the United States
District Court for the Western District of Pennsylvania (“Western District of
Pennsylvania”).





The first
Settlement Agreement resolves the federal and state claims of a California
Class.  The second Settlement Agreement resolves the federal and state
claims of individuals in all other states (the “National Class”). The Settlement
Classes provided for by these agreements consist of all individuals who are
(or


24
 PART II.
OTHER INFORMATION
 
  Item 1.
Legal Proceedings, continued





were)
employed by Edward Jones in the position of Financial Advisor, a/k/a Investment
Representative and/or salaried or commissioned Financial Advisor Trainee, in the
United States during the relevant class periods, including any limited partners
who hold such positions, and all current and former general partners who were in
such positions during the class periods for the time period before they became
general partners.





On
September 28, 2007, the parties filed formal settlement stipulations with the
Northern District of California and the Western District of Pennsylvania.
Subsequently, on February 1, 2008, the Northern District of California granted
the parties’ Joint Motion for Preliminary Approval.  The Final
Approval Hearing in that case is set in June 2008.  On December 17,
2007, the Western District of Pennsylvania gave the parties permission to
proceed with a settlement of the federal claims, but dismissed the state claims
without prejudice, ruling in part that the state and federal claims could not
proceed in the same action.





Subsequent
to dismissal of the state law claims, a new action was filed in Ohio state court
once again asserting state law claims.  On February 26, 2008, Edward
Jones removed the lawsuit to the United States District Court for the Northern
District of Ohio, Eastern Division.  Thereafter, counsel for the
plaintiffs who had been proceeding in the Western District of Pennsylvania filed
two additional lawsuits in the Northern District of Ohio, one of which asserts
primarily federal law claims and one of which asserts primarily state law
claims, and the parties voluntarily dismissed the lawsuit pending in the Western
District of Pennsylvania.





Despite
the new filings, the two Settlement Agreements remain in
place.  Edward Jones agreed to pay $21.0 million to settle the claims
of the California Class (the "California Fund") and up to a maximum of $19.0
million to settle claims of the National Class (the "National Class Fund"). The
California Fund, including all interest thereon, is a common fund that is not
the separate property of Edward Jones and will not revert to Edward Jones, from
which all claims of the California Class, as well as attorney’s fees, litigation
expenses, enhancements and claims administration fees and costs associated with
the California Class will be paid. The National Class Fund will be made on a
claims-made basis with unclaimed funds to remain the property of Edward Jones.
The National Class Fund will also include attorney’s fees, litigation expenses,
enhancements, administrative costs, and any other fees or costs associated with
the settlement.  The $21 million for the California Fund was
transferred to an escrow account in February 2008 and was charged against
previously established legal expense accruals.  The cost of the
National Class settlement will also be charged against previously established
expense accruals.





See also
"Contingencies" in Part I, Item 1, "Financial Statements" and "Mutual Fund and
Annuity Matters" in Part I, Item 2, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in this Form 10-Q.








25
 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,
2007.











ITEM 6.EXHIBITS





ExhibitNumber
              
              Description3.1
              *
              Sixteenth
      Amended and Restated Agreement of Registered Limited Liability Limited
      Partnership of The Jones Financial Companies, L.L.L.P., dated as of May
      12, 2006, incorporated by reference to Exhibit 3.1 to the Company’s
      Quarterly Report on Form 10-Q for the quarter ended March 31,
      2006.3.2
              *
              Sixteenth
      Restated Certificate of Limited Partnership of the Jones Financial
      Companies, L.L.L.P., dated as of July 11, 2007, as
  amended.3.3
              *
              Form
      of Limited Partnership Agreement of Edward D. Jones & Co., L.P.,
      incorporated by reference to Exhibit 2 to the Company’s Annual Report on
      Form 10-K for the year ended December 31, 1993.31.1
              **
              Certification
      pursuant to 18 U.S.C. section 1350, as
      adopted    pursuant to section 302 of the
      Sarbanes-Oxley act of 2002.31.2
              **
              Certification
      pursuant to 18 U.S.C. section 1350, as
      adopted    pursuant to section 302 of the
      Sarbanes-Oxley act of 2002.32.1
              **
              Certification
      pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of
      the Sarbanes-Oxley act of 2002.32.2
              **
              Certification
      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.





26








SIGNATURES














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





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


__________________________________________________________


(Registrant)





Date:
      May 9, 2008    /s/  
      James D. Weddle


__________________________________________________________


James D. Weddle,
Chief Executive Officer








Date:
      May 9, 2008       /s/    
      Steven Novik


__________________________________________________________


Steven Novik, Chief
Financial Officer