SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                              _____________________

                                    FORM 10-K
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.


    For the fiscal year ended February 28, 1999   Commission file number  1-8527


                               A.G. EDWARDS, INC.


  State of Incorporation:  DELAWARE        I.R.S. Employer Identification No.:
                                                          43-1288229

                           ONE NORTH JEFFERSON AVENUE
                           ST. LOUIS, MISSOURI  63103

Registrant's telephone number, including area code:  (314) 955-3000

Securities registered pursuant to Section 12(b) of the Act:

                                           Name of each exchange
   Title of each class                      on which registered
COMMON STOCK, $1 PAR VALUE                NEW YORK STOCK EXCHANGE

RIGHTS TO PURCHASE COMMON STOCK           NEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act:  NONE

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (  X  )

The aggregate market value of voting stock held by non-affiliates was
approximately $3.3 billion at April 30, 1999.

At April 30, 1999, there were 94,461,086 shares of A.G. Edwards, Inc. Common
Stock, $1 par value, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Stockholders for the fiscal year ended
February 28, 1999 (the "1999 Annual Report to Stockholders") are incorporated by
reference into Parts I, II and IV hereof.  Portions of the Company's Proxy
Statement filed with the SEC in connection with the Company's Annual Meeting of
Stockholders to be held June 24, 1999 (the "Company's 1999 Proxy Statement") are
incorporated by reference into Part III hereof.  Other documents incorporated by
reference in this report are listed in the Exhibit Index beginning on page 14 of
this Form 10-K.
                                       1
<PAGE>

                                     PART I


ITEM 1.    BUSINESS.

       (a) General Development of Business

A.G. Edwards, Inc., a Delaware corporation, is a holding company incorporated in
1983 whose principal subsidiary, A.G. Edwards & Sons, Inc. (Edwards), is
successor to a partnership founded in 1887.  A.G. Edwards, Inc. and its directly
owned and indirectly owned subsidiaries (collectively referred to as the
Company) provide securities and commodities brokerage, asset management,
insurance, trust, investment banking and other related financial services to
individual, corporate, governmental and institutional clients.

Edwards' business, primarily with individual clients, is conducted through one
of the largest retail branch office networks (based upon number of offices and
financial consultants) in the United States.  At February 28, 1999, Edwards had
639 offices (up from 594 at the end of the prior fiscal year) in 49 states and
the District of Columbia, and 13,953 full-time employees (up from 12,967),
including 6,528 financial consultants (up from 6,289) providing services for
approximately 2,340,000 clients (up from 2,060,000).  No single client accounts
for a significant portion of Edwards' business.  Edwards is a member of all
major securities exchanges in the United States, the National Association of
Securities Dealers, Inc. (NASD) and the Securities Investor Protection
Corporation (SIPC).  Additionally, Edwards has memberships on several commodity
exchanges and is registered with the Commodity Futures Trading Commission (CFTC)
as a futures commission merchant (FCM).

AGE Commodity Clearing Corp. (Clearing), a commodity clearing subsidiary, is
registered with the CFTC as a FCM and operates exclusively as a commodity
clearing company for Edwards.  Clearing is a member of all major U.S.
commodities exchanges and the National Futures Association (NFA).  The five A.G.
Edwards trust companies (collectively referred to as the Trust Companies),
including a federally chartered savings bank, provide investment advisory,
portfolio management and trust services.  Gull-AGE Capital Group, Inc. serves as
general partner of 59 real estate partnerships in connection with 24 limited
partnerships sold by Edwards from 1982 through 1985.

       (b) Financial Information About Industry Segments

Information regarding industry segments is set forth in Note 1 (Summary of
Significant Accounting Policies) of the Notes to Consolidated Financial
Statements under the caption "Basis of Financial Information" appearing on page
28 of the 1999 Annual Report to Stockholders.  Such information is hereby
incorporated by reference.

       (c) Narrative Description of Business

Commissions, principal transactions, investment banking, and asset management
and service fees were the principal sources of consolidated revenue for the last
three fiscal years.  The total amount of revenue contributed by these services,
including the amount of total revenue by class of products or services that
accounted for 10% or more of consolidated revenues, are set forth on pages 22
and 23 of the 1999 Annual Report to Stockholders under the caption "Ten-Year
Financial Summary."  Such information is hereby incorporated by reference.

                                       2
<PAGE>

COMMISSIONS

Commission revenue represents the most significant source of revenue for the
Company, accounting for more than 50% of total revenue in four of the last five
years.  The following briefly describes the Company's sources of commission
revenue.

Listed and Over-the-Counter Securities.  A significant portion of the Company's
revenue is derived from commissions generated on securities transactions
executed by Edwards, as a broker, in common and preferred stocks and debt
instruments on exchanges or in the over-the-counter markets.  Edwards' brokerage
clients are primarily individual investors; however, resources continue to be
directed to further the development of its institutional business.  Edwards'
commission rates for brokerage transactions vary with the size and complexity of
the transactions, among other factors.

Options.  Edwards acts as broker in the purchase and sale of option contracts to
buy or sell securities, primarily common stocks and stock indexes.  Edwards
holds memberships for trading on principal option exchanges.

Mutual Funds.  Edwards distributes mutual fund shares in continuous offerings of
open-end funds.  Income from the sale of mutual funds is derived primarily from
the standard dealer's discount which varies as a percentage of the client's
purchase price depending upon the size of the transaction and terms of the
selling agreement.  Revenues derived from mutual fund sales continue to be a
significant portion of overall revenues.  Edwards does not sponsor its own
mutual fund products.

Commodities and Financial Futures.  Edwards acts as broker in the purchase and
sale of commodity futures contracts, financial futures contracts and options on
commodity and financial futures contracts.  These contracts cover agricultural
products, precious metals, currency, interest rate and stock index futures.
Substantially all of Edwards' clients' futures transactions are executed and
cleared through Clearing.  Nearly all transactions in futures contracts are
executed with a relatively low margin deposit, usually 3% to 12% of the total
contract amount.  Consequently, the risk to the client and resulting credit risk
assumed by Edwards is substantial, generally greater than on securities
transactions.  To limit its exposure, Edwards requires its clients to meet
minimum net worth requirements and other established credit standards, in
addition to the margin deposits.  Regulations of some commodity exchanges limit
the allowable upward or downward price fluctuations for each commodity on a
given day.  These restrictions on price fluctuations may preclude purchases or
sales necessary to limit losses or realize gains.

As a member of the clearing associations of the principal commodity exchanges,
Clearing has potentially significant financial exposure in the event other
members default on their obligations to the clearing houses of such exchanges.

                                       3
<PAGE>


Insurance.  As agent for several life insurance companies, Edwards distributes
life insurance and tax-deferred annuities.  Edwards also provides financial
planning services to assist individuals in structuring financial portfolios to
achieve their financial goals.  In addition, A.G. Edwards Life Insurance Company
is licensed to issue life insurance policies under the laws of Missouri, but has
not issued any to date.

PRINCIPAL TRANSACTIONS

Client transactions in the equity and fixed income over-the-counter markets may
be affected by Edwards acting as principal as well as agent.  Principal
transactions, including market making, require maintaining inventories of
securities to satisfy customer order flow.  These securities are valued in the
Company's financial statements at fair value and unrealized gains or losses are
included in the results of operations.  Securities fluctuations may be sudden
and sharp as a result of changes in market conditions.  To the extent Edwards
can correctly anticipate such changes, risks may be reduced by varying inventory
levels or by use of hedging strategies.

INVESTMENT BANKING

Edwards is an underwriter of corporate and municipal securities, certificates of
deposit, as well as corporate and municipal unit investment trusts and closed-
end mutual funds.  Edwards' municipal underwriting activities include areas of
specialization in kindergarten through 12th grade schools, sports and
entertainment, municipal finance, housing, higher education, health care, and
public utilities.  Corporate finance activities are focused on five major areas:
industrial growth, real estate/financial services, emerging growth, consumer
products and energy.  As an underwriter, usually in conjunction with other
broker-dealers and financial institutions, Edwards purchases securities for
resale to its clients.  Edwards acts as a consultant to corporations and
municipal entities in planning their capital needs and determining the most
advantageous means for raising capital.  It also advises clients in merger and
acquisition activities and acts as agent in private placements.

Underwriting involves risk.  As an underwriter, Edwards may incur losses if it
is unable to resell the securities it is committed to purchase or if it is
forced to liquidate all or a part of its commitment at less than the purchase
price.  Under federal and state securities laws, an underwriter is exposed to
substantial potential liability for material misstatements or omissions of fact
in the prospectus used to describe the securities being offered.  Generally,
issuers agree to indemnify underwriters against such liabilities, but otherwise,
underwriters are not specifically insured.  In addition, the commitment of
capital to underwriting may reduce Edwards' regulatory net capital position and,
consequently, its underwriting participation may be limited by the requirement
that it must at all times be in compliance with the net capital rules
administered by the Securities and Exchange Commission (SEC).

Although it is generally more profitable to manage or co-manage an underwriting,
as opposed to being a participant, managers generally commit to underwriting a
greater portion of the offering than the other members of the underwriting group
and consequently, managers assume a greater risk.

                                       4
<PAGE>

ASSET MANAGEMENT AND SERVICE FEES

Asset management and service fees consist primarily of revenues earned for
providing support and services in connection with assets under third-party
management, including mutual funds, and revenues from assets under management by
Edwards.  These revenues include fees based on the amount of client assets under
management and transaction-related fees, as well as fees related to the
administration of custodial and other specialty accounts.

Edwards, through the Trust Companies, provides its clients with personal, ERISA
and custodial trust services.

Clients desiring professional money management are offered three types of
account portfolio services.  Edwards, acting as investment manager, offers
portfolio management strategies based on the client's investment objectives.
Edwards' investment consulting service offers the Private Advisor Service
(formerly known as Asset Performance Monitor(R)), which provides clients with
third-party investment management, performance measurement, management search
and related consulting services, and the Strategic Asset Account, a fee-based
pricing alternative.  The PathwaysSM, Spectrum, Fund Navigator, Fund Advisor and
Strategic Asset Account investment advisory programs are personalized, fee-based
asset allocation programs that utilize load and no-load mutual fund investments.
Clients select from established asset allocation models, or customize their own,
based on their investment objectives, risk tolerance and time horizon.

Edwards offers the UltraAsset Account, Total Asset Account(R) and the Cash
Convenience Account, which combine a full-service brokerage account with a money
market fund.  These programs provide for the automatic investment of customer
free credit balances in one of several money market funds.  Interest is not paid
on free credit balances held in client accounts.  In addition, the UltraAsset
and Total Asset Accounts allow clients access to their margin securities and
money market shares through the use of debit cards and checking account services
provided by a major bank.  The UltraAsset Account offers additional advanced
features and special investment portfolio reports.

Edwards provides custodial services to its clients for the various types of
self-directed individual retirement accounts as provided under the Internal
Revenue Code.

MARGIN FINANCING

Securities transactions are executed on a cash or margin basis.  In margin
transactions, Edwards extends credit to its clients for a portion of the
purchase price, with the client's securities held as collateral.  The amount of
credit is limited by the initial margin regulations issued by the Board of
Governors of the Federal Reserve System.  The current prescribed minimum initial
margin for equity securities is equal to 50% of the value of equity securities
purchased.  The regulations of the various exchanges require minimum maintenance
margins, which are below the initial margin.  Edwards' maintenance requirements
generally exceed the exchanges' requirements.  Such requirements are intended to
reduce the risk that a market decline will reduce the value of the collateral
below that of the client's indebtedness before the collateral can be liquidated.

                                       5
<PAGE>
A substantial portion of the Company's assets and obligations result from
transactions with clients who have provided financial instruments as collateral.
The Company manages its risk associated with these transactions through position
and credit limits, and the continuous monitoring of collateral.  Additional
information regarding risks associated with client transactions is set forth in
Note 9 (Financial Instruments) of the Notes to Consolidated Financial Statements
under the caption "Off-Balance Sheet Risk and Concentration of Credit Risk"
appearing on page 32 of the 1999 Annual Report to Stockholders.  Such
information is hereby incorporated by reference.

A client, borrowing in a margin account, is charged an interest rate based on
the broker call loan rate plus up to an additional 2 1/2% depending on the
amount of the client's borrowings during each interest period.  Interest earned
on these balances represents an important source of revenue for Edwards.

Although borrowings from banks, either unsecured or secured by the clients'
collateral securities, are an available source of funds to carry client margin
accounts, the Company's stockholders' equity, cash received from loans of the
clients' collateral securities to other brokers and, to the extent permitted by
regulations, customer free credit balances provide most of the funds required.

PRIVATE CLIENT SERVICES

Edwards' Private Client Services group helps individuals and businesses meet a
wide range of financial and investment needs.  Individual investors can receive
tailored asset allocation, tax- and risk-reduction strategies, portfolio reviews
of stocks, bonds and mutual funds (including concentrated equity strategies) and
comprehensive estate planning recommendations.  Closely-held and publicly-traded
business clients can access services for risk management, employee benefit
programs (retirement plans and key employee compensation), capital formation and
management and ownership succession.

RESEARCH

Edwards provides both technical market analysis and fundamental analysis of
numerous industries and individual securities for use by its financial
consultants and clients.  In addition, reviews and analysis of general economic
conditions, along with asset allocation recommendations, are also available.
These services are provided by Edwards' research analysts, economists and market
strategists.  Revenues from research activities are derived principally through
resulting transactions on an agency or principal basis.

COMPETITION

All aspects of the Company's business are highly competitive.  Edwards competes
with numerous broker-dealers, including on-line services, some of whom possess
greater financial resources than the Company.  Edwards competes for clients on
the basis of price, quality of service, financial resources and reputation.
There is constant competition to attract and retain personnel within the
securities industry.  Competition for the investment dollar and for clients has
increased from other sources, such as commercial banks, savings institutions,
mutual fund management companies, investment advisory companies as well as from
other companies offering insurance, real estate and other investment
opportunities.
                                       6
<PAGE>

Recent regulatory actions, which reduced certain restrictions on
bank affiliates engaging in securities activities, increased competition from
commercial banks and their affiliates for securities underwriting activities and
other brokerage services.  In addition, legislative proposals, calling for
further reductions on restrictions for brokerage service and underwriting
activities, may lead to increased competition from commercial banks and their
affiliates.

REGULATION

Edwards, as a broker-dealer and FCM, is subject to various federal and state
laws which specifically regulate its activities as a broker-dealer in securities
and commodities, as an investment advisor and as an insurance agent.  Clearing,
as a FCM, is regulated as a broker in commodities.  Edwards and Clearing are
also subject to various regulatory requirements imposed by the securities and
commodities exchanges and the NASD.  The primary purpose of these requirements
is to enhance the protection of customer assets.  Under certain circumstances,
these rules may limit the ability of A.G. Edwards, Inc. to make withdrawals of
capital from Edwards and Clearing.  These laws and regulatory requirements
generally subject Edwards and Clearing to standards of solvency with respect to
capital requirements, financial reporting requirements, approval of
qualifications of personnel engaged in various aspects of its business, record
keeping and business practices, the handling of their clients' funds resulting
from securities and commodities transactions and the extension of credit to
clients on margin transactions.  Infractions of these rules and regulations may
include suspension of individual employees or their supervisors, termination of
employees, limitations on certain aspects of Edwards' and Clearing's regulated
businesses, as well as censures and fines, or even proceedings of a civil or
criminal nature which could result in a temporary or permanent suspension of a
part or all of Edwards' and Clearing's activities. Information regarding
regulatory minimum net capital is set forth in Note 5 of the Notes to
Consolidated Financial Statements under the caption "Net Capital Requirements"
appearing on page 30 of the 1999 Annual Report to Stockholders.  Such
information is hereby incorporated by reference.

Additionally, the four state-chartered trust companies are separately regulated
by banking or trust laws of the states in which they are incorporated or do
business.  A.G. Edwards Trust Company FSB, a federal savings bank, is regulated
by the Office of Thrift Supervision (OTS), the Federal Deposit Insurance
Corporation (FDIC) and by the SEC as an investment advisor. A.G. Edwards Life
Insurance Company is regulated by the insurance laws of the State of Missouri.
The Ceres Investment Company, a commodity pool operator and general partner of
three commodity pools sponsored by Edwards, is regulated by the CFTC and the
NFA.

OTHER MATTERS

Information concerning the Company's year 2000 compliance efforts is contained
under Item 7 of this Form 10-K.  Such information is hereby incorporated by
reference.
                                       7
<PAGE>

ITEM 2.    PROPERTIES.

The Company's headquarters are located at One North Jefferson Avenue, St. Louis,
Missouri.  It consists of several buildings owned by the Company which contain
approximately 1,500,000 square feet of general office space, as well as
underground and surface parking and a five story parking garage.  The buildings
are located on approximately 660,000 square feet of land owned by the Company.
The Company also owns approximately 520,000 square feet of land adjacent to its
headquarters and is using this property principally for additional employee
parking areas. Also, the Company owns one of its branch office buildings and two
additional office buildings which serve as a data processing and contingency
planning facility.

The remainder of the Company's branch offices occupy leased premises.  Aggregate
annual rental for branch office premises for the year ended February 28, 1999,
was $48,176,000.

ITEM 3.    LEGAL PROCEEDINGS.

   (a) Litigation

       The Company is a defendant in lawsuits and arbitrations, in some of which
       plaintiffs claim substantial amounts, relating primarily to its
       securities and commodities business.  While results of litigation cannot
       be predicted with certainty, management, after consultation with
       counsel, believes that resolution of all such litigation will have no
       material adverse effect on the consolidated financial statements of the
       Company.

   (b) Proceedings Terminated during the Fourth Quarter of the Fiscal Year
       Covered by This Report.

       Not applicable.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to a vote of security holders during the fourth
quarter of the fiscal year ended February 28, 1999.

                                       8
<PAGE>

                        EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth the executive officers of the Company as of
May 1, 1999.  Executive officers are appointed by the Board of Directors to hold
office until their successors are appointed and qualified.

                                                                 Year First
                                                                  Appointed
                                                                  Executive
      Name                   Age          Office & Title         Officer of the
                                                                   Company

Benjamin F. Edwards III      67     Chairman of the Board,            1983
                                    President and Chief
                                    Executive Officer of the
                                    Company. Chairman of the
                                    Board, President and Chief
                                    Executive Officer of
                                    Edwards.  Employee of
                                    Edwards for 42 years.
                                    Director of Edwards since
                                    1967.

Mary V. Atkin                44     Corporate Vice President          1999
                                    of Edwards.  Director of
                                    Information Technology of
                                    Edwards since March 1999.
                                    Manager of Corporate
                                    Communications of Edwards
                                    prior to March 1999.
                                    Employee of Edwards for 21
                                    years.  Director of
                                    Edwards since 1993.

Robert G. Avis               67     Executive Vice President          1984
                                    of Edwards. Vice Chairman
                                    of the Board of the
                                    Company until March 1999.
                                    Vice Chairman of the Board
                                    and Director of the
                                    Investment Banking
                                    Division of Edwards from
                                    1989 to March 1999.
                                    Director of the Sales and
                                    Marketing Division of
                                    Edwards from 1984 to 1997.
                                    Employee of Edwards for 33
                                    years.  Director of
                                    Edwards since 1970.

                                       9
<PAGE>

Robert L. Bagby              55     Vice Chairman of the Board        1991
                                    of the Company.  Vice
                                    Chairman of the Board,
                                    Executive Vice President
                                    and since 1995, Director
                                    of the Branch Division of
                                    Edwards.  Assistant
                                    Director of the Branch
                                    Division of Edwards prior
                                    to 1995.  Employee of
                                    Edwards for 24 years.
                                    Director of Edwards since
                                    1979.


Donnis L. Casey              51     Corporate Vice President          1996
                                    of Edwards.  Director of
                                    the Staff Division of
                                    Edwards since 1996.
                                    Assistant Director of the
                                    Staff Division of Edwards
                                    prior to 1996.  Employee
                                    of Edwards for 32 years.
                                    Director of Edwards since
                                    1993.

Benjamin F. Edwards IV       43     Vice Chairman of the Board        1996
                                    of the Company since March
                                    1999.  Vice Chairman of
                                    the Board and Director of
                                    the Investment Banking
                                    Division of Edwards since
                                    March 1999.  Executive
                                    Vice President and
                                    Director of the Sales and
                                    Marketing Division of
                                    Edwards since 1997.
                                    Regional Officer of
                                    Edwards from 1995 to 1997.
                                    Assistant Branch Manager
                                    of Edwards from 1991 to
                                    1995.  Employee of Edwards
                                    for 21 years.  Director of
                                    Edwards since 1994.

Alfred E. Goldman            65     Corporate Vice President,         1991
                                    Director of Market
                                    Analysis of Edwards.
                                    Employee of Edwards for 39
                                    years.  Director of
                                    Edwards since 1967.

                                      10
<PAGE>

Douglas L. Kelly             50     Vice President and                1994
                                    Secretary of the Company.
                                    Corporate Vice President,
                                    Secretary, and Director of
                                    Law and Compliance of
                                    Edwards.  Employee of
                                    Edwards for 5 years.
                                    Director of Edwards since
                                    1994.

Ronald J. Kessler            51     Corporate Vice President          1996
                                    of Edwards.  Director of
                                    Operations since January
                                    1998.  Assistant Director
                                    of Operations prior to
                                    January 1998.  Employee of
                                    Edwards for 31 years.
                                    Director of Edwards since
                                    1989.

Thomas H. Martin Jr.         39     Assistant Treasurer of the        1999
                                    Company since March 1999.
                                    Vice President of Edwards.
                                    Controller of the Company
                                    and Edwards since March
                                    1999.  Accounting Manager
                                    prior to March 1999.
                                    Employee of Edwards for 18
                                    years.

Joseph G. Porter             38     Assistant Treasurer of the        1999
                                    Company since March 1999.
                                    Vice President of Edwards.
                                    Principal Accounting
                                    Officer of the Company and
                                    Edwards since March 1999.
                                    Accounting Manager prior
                                    to March 1999.  Employee
                                    of Edwards for 16 years.

Robert L. Proost             61     Vice President and                1990
                                    Treasurer of the Company.
                                    Corporate Vice President,
                                    Treasurer, Assistant
                                    Secretary and Director of
                                    Administration of Edwards.
                                    Employee of Edwards for 11
                                    years.  Director of
                                    Edwards since 1989.


Benjamin F. Edwards III and Benjamin F. Edwards IV are father and son.
Benjamin F. Edwards III and Robert G. Avis are stepbrothers.

                                      11
<PAGE>

                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS.

The information required by this item is contained in the 1999 Annual Report to
Stockholders on page 43 under the caption "Quarterly Financial Information" and
on page 44 under the caption "Shareholder Information."  Such information is
hereby incorporated by reference.  The approximate number of equity security
holders of record includes customers who hold the Company's stock in their
accounts on the books of Edwards.

ITEM 6. SELECTED FINANCIAL DATA.

The information required by this item is contained on pages 22 and 23 of the
1999 Annual Report to Stockholders under the caption "Ten-Year Financial
Summary."  Such information is hereby incorporated by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS.

The information required by this item is contained on pages 17 through 21 of the
1999 Annual Report to Stockholders under the caption "Management's Financial
Discussion."  Such information is hereby incorporated by reference.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
        MARKET RISK.

The information required by this item is contained in Management's Financial
Discussion under the caption "Risk Management" on page 21 of the 1999 Annual
Report to Stockholders.  Such information is hereby incorporated by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this item is contained in the Consolidated Financial
Statements and Notes thereto, together with the Independent Auditors' Report
thereon of Deloitte & Touche dated April 22, 1999, and under the caption
"Quarterly Financial Information" on pages 24 through 33 and page 43 of the 1999
Annual Report to Stockholders.  Such information is hereby incorporated by
reference.

Additional Information:

Edwards maintains a Stockbrokers Blanket Bond insuring various loss
contingencies.  Under the terms of the current policy, Edwards is responsible
for the first $1,000,000 of each such occurrence.

                                      12
<PAGE>

The securities held by Edwards for client accounts are protected up to $500,000,
including up to $100,000 for cash claims, by SIPC.  In addition to the SIPC
coverage, securities held in client accounts are provided additional protection
up to the full value of the accounts (as determined by SIPC) by a commercial
insurance company.  Neither SIPC protection nor the additional protection
applies to fluctuations in the market value of securities.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by this item is included under the caption "Election of
Directors - Nominees for Directors" on pages 3 through 6 of the Company's 1999
Proxy Statement and in Part I of this Form 10-K on pages 9 through 11 under the
caption "Executive Officers of the Company."  Such information is hereby
incorporated by reference.

ITEM 11.   EXECUTIVE COMPENSATION.

The information required by this item is included under the captions "Director
Compensation," "Executive Compensation" and "Performance Graph" on pages 7
through 16 of the Company's 1999 Proxy Statement.  Such information is hereby
incorporated by reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
       MANAGEMENT.

The information required by this item is contained on pages 7 and 8 of the
Company's 1999 Proxy Statement under the caption "Ownership of the Company's
Common Stock."  Such information is hereby incorporated by reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this item is contained on page 17 of the Company's
1999 Proxy Statement under the caption "Certain Transactions."  Such information
is hereby incorporated by reference.



                                      13
<PAGE>

                                     PART IV


ITEM 14.   FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES,
       EXHIBITS AND REPORTS ON FORM 8-K.
                                                          PAGE
                INDEX                                    NUMBER

(a) 1. Financial Statements
       Independent Auditors' Report                        (X)
       Consolidated balance sheets                         (X)
       Consolidated statements of earnings                 (X)
       Consolidated statements of stockholders' equity     (X)
       Consolidated statements of cash flows               (X)
       Notes to consolidated financial statements          (X)

       (X)  The consolidated financial statements, together with the Independent
Auditors' Report thereon of Deloitte & Touche, included on pages 24
through 33 of the Company's 1999 Annual Report to Stockholders, are hereby
incorporated by reference.

    2. Financial Statement Schedules

       All schedules are omitted due to the absence of conditions under which
they are required or because the required information is provided in the
consolidated financial statements or notes thereto.

    3. Exhibits*

       Some of the following exhibits were previously filed as exhibits to other
reports or registration statements filed by the Registrant and are incorporated
by reference as indicated below.

            3(i)    Certificate of Incorporation filed as Exhibit 3(i) to the
               Registrant's Form 10-K for the fiscal year ended February 28,
               1993.

            3(ii)   By-laws filed as Exhibit 3(ii) to the Registrant's Form 10-K
               for the fiscal year ended February 28, 1994.

            4(i)    Reference is made to Articles IV, V, X, XII, XIII and XV of
               the Certificate of Incorporation filed as Exhibit 3(i) to this
               Form 10-K.

            4(ii)   Reference is made to Article II, Article III Sections 1 and
               15, Article IV Sections 1 and 3, Article VI and Article VII
               Sections 1-3 of the By-laws filed as Exhibit 3(ii) to this
               Form 10-K.

            4(iii)  Rights Agreement dated as of December 30, 1988 between A.G.
               Edwards, Inc. and Boatmen's Trust Company as Rights Agent filed
               as Exhibit 4 to the Registrant's Form 8-K Report dated
               December 30, 1988.
                                      14
<PAGE>

            4(iv)   Amendment No. 1 to the Rights Agreement dated December 30,
               1988, between A.G. Edwards, Inc. and Boatmen's Trust Company as
               Rights Agent, dated May 24, 1991 filed as Exhibit 4.4 to
               Registrant's Form 10-K for the fiscal year ended February 29,
               1992.

            4(v)    Amendment No. 2 to the Rights Agreement dated December 30,
               1988, between A.G. Edwards, Inc. and Boatmen's Trust Company as
               Rights Agent, dated June 22, 1995 filed with the Registrant's
               Form 8-A/A on August 17, 1995.

            4(vi)   Amendment No. 3 to the Rights Agreement dated December 30,
               1998, between A.G. Edwards, Inc. and Boatmen's Trust Company as
               Rights Agent, dated July 11, 1997, filed as Exhibit 4.6 to
               Registrant's Form 10-K for the fiscal year ended February 28,
               1998.

          10(i)     A.G. Edwards, Inc. 1988 Incentive Stock Plan (as amended and
               restated) filed as Exhibit 10.2 to Registrant's Form 10-K for the
               fiscal year ended February 29, 1992.

          10(ii)    Certificate of Amendment dated April 27, 1993 to
               A.G. Edwards, Inc. 1988 Incentive Stock Plan (Exhibit 10(i))
               filed as Exhibit 10(iii) to Registrant's Form 10-K for the fiscal
               year ended February 28, 1994.

          11   Computation of per share earnings may be clearly determined from
               the consolidated financial statements and notes thereto contained
               on pages 24 through 33 in the Company's Annual Report to
               Stockholders for the fiscal year ended February 28, 1999 and
               incorporated herein by reference.

          13   Annual Report to Stockholders for the fiscal year ended
               February 28, 1999.  Except for those portions of pages expressly
               incorporated by reference, the 1999 Annual Report to Stockholders
               is not deemed filed as part of this Annual Report on Form 10-K.

          21   Registrant's Subsidiaries.

          23   Independent Auditors' Consent.

          24   Power of Attorney.

          27   Financial Data Schedule.  This Financial Data Schedule is only
               required to be submitted with the Registrant's Annual Report on
               Form 10-K as filed electronically to the SEC's EDGAR database.

*Numbers correspond to document numbers in Exhibit Table of Item 601 of
Regulation S-K.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of the year ended
February 28, 1999.

                                      15

<PAGE>



                                   SIGNATURES


    Pursuant to the requirements of Section 13 or 15(d) 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.


                               A.G. EDWARDS, INC.
                                  (Registrant)



Date:  May 20, 1999            By  /s/ Benjamin F. Edwards III
                                   Benjamin F. Edwards III,
                                   Chairman of the Board






                                      16

<PAGE>
                         POWER OF ATTORNEY             EXHIBIT 24

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Benjamin F. Edwards III, and Robert L. Proost and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this Report, any and all amendments to this
Report, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

/s/ Benjamin F. Edwards III      Chairman of the Board,             May 20, 1999
Benjamin F. Edwards III          President and Director
                                 (Chief Executive Officer)

/s/ Robert L. Proost             Treasurer and Director             May 20, 1999
Robert L. Proost                 (Principal Financial Officer)

/s/ Robert L. Bagby              Vice Chairman of the Board         May 20, 1999
Robert L. Bagby                  and Director

/s/ Benjamin F. Edwards IV       Vice Chairman of the Board
Benjamin F. Edwards IV           and Director                       May 20, 1999

/s/ Dr. E. Eugene Carter         Director                           May 20, 1999
Dr. E. Eugene Carter

/s/ Charmaine S. Chapman         Director                           May 20, 1999
Charmaine S. Chapman

                                 Director                           May 20, 1999
Dr. Louis Fernandez

/s/ Samuel C. Hutchinson Jr.     Director                           May 20, 1999
Samuel C. Hutchinson Jr.

/s/ Ronald J. Kessler            Director                           May 20, 1999
Ronald J. Kessler

/s/ Thomas H. Martin             Controller                         May 20, 1999
Thomas H. Martin Jr.

/s/ Joseph G. Porter             Principal Accounting Officer       May 20, 1999
Joseph G. Porter
                                      17
<PAGE>

                                  EXHIBIT INDEX


    Exhibit   Description

    13        1999 Annual Report to Stockholders.

    21        Registrant's Subsidiaries.

    23        Independent Auditors' Consent.

    24        Power of Attorney.  Included on Signature Page 17.



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