Commission file number   1-9109      

RAYMOND JAMES FINANCIAL, INC.
(Exact name of registrant as specified in its charter)

(727) 573-3800
(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 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 the number of shares outstanding of each of the registrant's classes of common stock, as of the close of the latest practicable date.

The exchangeable shares were issued on January 2, 2001 in connection with the acquisition of Goepel McDermid Inc. They are exchangeable into shares of common stock on a one-for-one basis and entitle holders to payments equivalent
to cash dividends paid on shares of common stock.

     In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 141, Business Combinations ("SFAS 141"), and Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting and that certain intangible assets acquired in a business combination shall be recognized as assets apart from goodwill. SFAS 142 requires goodwill to be tested for impairment at least annually, as well as under certain circumstances, and written down when impaired, rather than being amortized as previous standards required. Furthermore, SFAS 142 requires purchased intangible assets other than goodwill to be amortized over their useful lives unless these lives are determined to be indefinite. Purchased intangible assets are carried at cost less accumulated amortization. SFAS 142 is effective for fiscal years beginning after December 15, 2001; however the Company elected to early-adopt the standard as of the beginning of fiscal 2002. As a result, the Company ceased all goodwill amortization and did not recognize $3,488,000 of goodwill amortization expense that would have been recognized ratably in the first three quarters of fiscal 2002 under the previous accounting standard.

     The following table presents the impact of SFAS 142 on net income and net income per share had the standard been in effect for the three quarters of fiscal 2001 (in thousands):

     In accordance with the requirements of SFAS 142 the Company completed its transitional impairment testing and determined that there is no indication of impairment as of the date of adoption. The Company will be required to perform goodwill impairment tests on at least an annual basis. There can be no assurance that future goodwill impairment tests will not result in a charge to earnings.

     As of June 28, 2002 and September 28, 2001, total purchased intangible assets, other than goodwill, consisted only of a noncompete agreement with an original gross carrying amount of $3 million arising from the acquisition of Goepel McDermid. The noncompete agreement is being amortized over a two year period and will be fully amortized at the end of the first quarter of fiscal 2003, resulting in an expense of $375,000 per quarter until that time.

     The Company has committed to lend to, or guarantee other debt for, Raymond James Tax Credit Funds, Inc. ("RJ Tax Credit") up to $60 million upon request. Any borrowings bear interest at broker call plus 1% per annum. The borrowings are secured by properties under development. In addition, RJ Tax Credit is charged 1% for amounts guaranteed. At June 28, 2002, balances of $13,569,000 were loaned to RJ Tax Credit and there were no guarantees outstanding. The commitment expires in November 2002, at which time any outstanding balances will be due and payable.

     RJBank has outstanding at any time a significant number of commitments to extend credit. These arrangements are subject to strict credit control assessments and each customer's creditworthiness is evaluated on a case-by-case basis. At June 30, 2002, RJBank had standby letters of credit of $4,062,258, consumer lines of credit of $7,165,469 and commercial lines of credit of $22,038,379 outstanding. In addition, RJBank had commitments to fund loans at fixed and variable rates of $4,330,430 and $52,900,153, respectively, at June 30, 2002.

     As part of an effort to increase brand awareness, the Company entered into a stadium naming rights contract in July 1998. The contract has a thirteen-year term with a five-year renewal option and a 4% annual escalator. Expenses of $1,862,000 and $1,791,000 were recognized in the nine months ended June 2002 and 2001, respectively.

     In the normal course of business, the Company enters into underwriting commitments. Transactions relating to such commitments that were open at June 28, 2002 and were subsequently settled had no material effect on the consolidated financial statements as of that date.

     The Company utilizes client marginable securities to satisfy deposits with clearing organizations. At June 28, 2002, the Company had client margin securities valued at $57,036,000 on deposit with a clearing organization.

     The Company has guaranteed lines of credit for their various consolidated foreign joint ventures as follows: three lines of credit totaling $7.5 million in Turkey and a $325,000 letter of credit in India. In addition, the Company has guaranteed trades with counterparties in Turkey not to exceed $7 million and Argentina not to exceed $10 million.

     The Company has committed to investments in 32 third party primarily private equity investment funds. At June 28, 2002 the Company had $10.9 million in unfunded commitments to these funds. Through June 28, 2002 the Company has funded $19.9 million and received approximately $12 million in distributions.

     The Company's Board of Directors has, from time to time, adopted resolutions authorizing the Company to repurchase its common stock for general corporate purposes. At June 28, 2002, pursuant to prior authorizations from the Board of Directors, 1,668,000 shares were available to be repurchased at the discretion of management. Subsequent to quarter end the Company has repurchased 325,000 shares.

     Effective January 1, 2001, the Company purchased 100% of Goepel McDermid Inc., a Canadian broker-dealer, for $78 million plus the establishment of CDN $17.5 million in deferred compensation. The $78 million consisted of $48 million in cash and one million shares exchangeable for RJF common stock. The exchangeable shares have dividend rights equivalent to those of common shares.

     Effective January 23, 2001 Goepel McDermid Inc. changed its name to Raymond James Ltd. For consolidated financial statement purposes the acquisition was accounted for as a purchase and, accordingly, Raymond James Ltd.'s results are included in the consolidated financial statements since the date of acquisition. The aggregate purchase price has been allocated to the assets based on their estimated fair value, with the remainder of the purchase price (approximately $35 million) recorded as goodwill.

     The unaudited pro forma results of operations as though Goepel McDermid Inc. had been acquired as of the beginning of fiscal 2001 are as follows:

     The broker-dealer subsidiaries of the Company are subject to the requirements of the Uniform Net Capital Rule (Rule 15c3-1) under the Securities Exchange Act of 1934. Raymond James & Associates, Inc. ("RJA"), a member firm of the New York Stock Exchange, Inc. ("NYSE") is also subject to the rules of the NYSE, whose requirements are substantially the same. Rule 15c3-1 requires that aggregate indebtedness, as defined, not exceed fifteen times net capital, as defined. Rule 15c3-1 also provides for an "alternative net capital requirement", which RJA has elected. It requires that minimum net capital, as defined, be equal to the greater of $250,000 or two percent of Aggregate Debit Items arising from client transactions. The NYSE may require a member firm to reduce its business if its net capital is less than four percent of Aggregate Debit Items and may prohibit a member firm from expanding its bus iness and declaring cash dividends if its net capital is less than five percent of Aggregate Debit Items. The net capital position of the Company's primary U.S. broker-dealer subsidiaries as of June 28, 2002 were as follows:

     The Canadian broker-dealer subsidiary of the Company is subject to the Investment Dealers Association of Canada's capital requirements, which require minimum risk adjusted capital of CDN $250,000. The Company was in compliance at June 28, 2002 and September 28, 2001.

(in 000's, expect per share amounts)

Total comprehensive income for the three months and nine months ended June 28, 2002 and

     June 29, 2001 is as follows (in thousands):

     The Company has only limited involvement with derivative financial instruments. Certain derivative financial instruments are used to manage well-defined interest rate risk at RJBank and others are used to hedge fixed income inventories. On October 1, 2000, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities, as subsequently amended by SFAS 137 and SFAS 138, which establishes accounting and reporting standards for derivatives and hedging activities. This statement establishes standards for designating a derivative as a hedge. Derivatives in a broker-dealer and derivatives that do not meet the criteria for designation as a hedge are accounted for as trading account assets.

     To manage interest rate exposures, RJBank uses interest rate swaps. Interest rate swaps are agreements to exchange interest rate payment streams based on a notional principal amount. RJBank specifically designates interest rate swaps as hedges during the initial fixed rate period of adjustable rate loan pools and recognizes interest differentials as adjustments to net interest income in the period they occur.

     All RJBank derivative instruments are recognized on the balance sheet at their fair value. On the date the derivative contract is entered into, RJBank designates the derivative as a hedge of the variability of cash flows to be paid related to a recognized liability ("cash flow" hedge). RJBank formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to specific liabilities on the balance sheet. RJBank also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, RJB ank discontinues hedge accounting prospectively. When hedge accounting is discontinued, RJBank continues to carry the derivative at its fair value on the balance sheet and recognizes any changes in its fair value in earnings.

     To the extent of the effectiveness of a hedge, changes in the fair value of a derivative that is designated and qualifies as a cash flow hedge are recorded in other comprehensive income, net of tax. For all hedge relationships, ineffectiveness resulting from differences between the changes in cash flows of the hedged item and changes in fair value of the derivative are recognized in the results of operations as other income or other expense.

     The Company uses interest rate swaps and interest rate futures. The primary purpose of this activity is to hedge certain fixed income inventory positions against interest rate movements. In addition to these transactions, the Company enters into swaps with some of its institutional customers and dealer counterparties where the Company's interest rate risk is hedged by offsetting swaps, interest rate futures or cash instruments. While inventory and proprietary swap positions are normally hedged, in some cases the Company will leave a portion of these positions unhedged. While the Company generally seeks to minimize exposure to interest rate risk, there can exist basis risk between the long positions and the short hedge positions. All positions are marked to market with the gain or loss recorded in income for the period. The Company's management performs evaluations of its potential interest rate risk and is of the opinion that the exposure to interest rat e risk is not material to its financial position.

     In connection with the revision of certain reporting lines and the analysis done in conjunction with the adoption of FAS 141 and 142, the Company reviewed its operating segment conclusions during the quarter ended March 28, 2002. As a result, the Company made changes in its reportable segments. Prior year's results have been restated based on the composition of the new segments. The Company's reportable segments are retail, capital markets, asset management, RJBank and other.

     The financial results of the Company's segments are presented using the same policies as those described in the "Summary of Significant Accounting Policies". Segment data includes charges allocating corporate overhead to each segment. Intersegment revenues, charges, receivables and payables are eliminated between segments.

     Information concerning operations in these segments of business (assets by segments were not available as of June 29, 2001) is as follows:

* Includes the $15.8 reversal related to the Corporex case.

     The Company has operations in the US, Canada, Europe and several consolidated joint ventures overseas including: India, France, Turkey, and Argentina. All long-lived assets are located in the US.

     On August 2, 2002, a New York Stock Exchange arbitration panel rendered an award against Raymond James & Associates, Inc. (RJA) in the matter of First Union Securities v. Raymond James & Associates and David Shaw. The panel awarded $2 million in compensatory and $4 million in punitive damages against RJA, as well as Attorney Fees of $564,301 and forum fees. The reserve for this judgment and the related expense have been recorded in these financial statements for the three months ended June 28, 2002.

(Any statements containing forward looking information should be read in conjunction with Management's Discussion and Analysis of Results of Operations and Financial Condition in the Company's Annual Report on Form 10-K for the year ended September 28, 2001).

Results of Operations - Three months ended June 28, 2002 compared with three
                                        months ended June 29, 2001.

     Quarterly revenues of $388,123,000 declined 9% from the prior year quarter's $425,533,000. Net income of $20,393,000, or $0.41 per diluted share, was a 30% decrease from the $28,930,000, or $0.59 per diluted share, in the prior year quarter. The prior year quarter included a $15.8 million reversal to the legal reserve related to the settlement of the Corporex case for less than the judgment amount; excluding that reversal net income would have been $20,198,000 or $0.41 per diluted share.

     Retail commissions and interest are the most significant components of the retail segment. Lower revenues for the quarter are a direct result of lower interest revenues and less retail client activity. Pre-tax income is lower than the prior year quarter due to an adverse legal judgment and related expense to increase the legal reserves. Excluding that expense, pre-tax income would have been approximately flat as the margin on interest revenues has improved after several quarters of poor margins, and expenses within retail were well controlled.

     Commission revenues of $248.7 million represent a modest 3% decrease from the prior year quarter. The results reflect continued volatile equity markets and its negative impact on retail investors' behavior, as they continue to be cautious in their approach to the market. The number of retail Financial Advisors at the end of June was 4,960, representing an 8% increase from the prior year quarter. Thus, average production continued to decline.

     The decline in gross interest revenues of $37 million from the prior year quarter represented the Company's total decline in revenue from the prior year quarter. Net interest income of $21.3 million was 14% below the comparable prior year quarter but 10% above the immediately preceding quarter. Retail customer margin balances, the most significant source of interest income for the Company, are relatively flat with the prior year quarter, following a decline from the period of relatively high balances in calendar year 2000. Customer cash balances continue to remain at relatively high levels, thus the Company's regulatorily segregated cash balances have increased. The interest rates earned on these assets, however, are far lower than those earned on margin balances.

     The capital markets segment displayed the most dramatic improvement over the prior year quarter, more than doubling its pre-tax income. This is the net result of improved equity investment banking, consistently strong institutional commissions and lower fixed income trading profits. The increase in pre-tax income displays the impact of leverage in the investment banking area, where increased revenues led to a significant rise in pre-tax income.

     Investment banking revenues increased 23% from the comparable prior year quarter. The Company managed or co-managed 26 domestic new issues vs. 9 in the prior year quarter, as well as 2 Canadian deals vs. 3 in the prior year quarter. The increase in investment banking revenues was due to both underwriting management fees on the increased number of public offerings and increased sales credits on those underwritings. Merger and acquisition fees were also up over the same quarter prior year, with $6.9 million in the U.S. and $ 5.1 million in Canada vs. $3.8 million in the U.S. and $ 4.4 million in Canada in the prior year quarter. Trading profits reflect a 60%, or $4.8 million, decline from the prior year quarter. Most of this decline is the result of weaker fixed income trading results.

     Within the asset management segment, investment advisory fees are up 4% from the prior year quarter due to the relatively high total assets under management as of the end of March 2002. Assets under Heritage management, consisting largely of money market fund assets, have increased during the current year. Eagle and Investment Advisory Services assets continue to decline in the current equity markets as depreciation has continued to more than offset net positive sales.

     Quarterly results in the RJBank segment reflect the lower revenue levels that are the result of lower interest rates. The pre-tax income comparison reflects an addition to the loan loss reserve related to the overall increase in the loan portfolio.

     Compensation, commission and benefit expense has declined 3% from the prior year quarter and has increased 3% since the immediately preceding quarter. The changes in the commission expense portion correlate closely with the changes in commission revenues. Incentive compensation in the current year quarter is greater than the prior year quarter as investment banking results improved. Administrative expense is 3% higher than the prior year quarter, but 3% below the immediately preceding quarter, a result of cost control and attrition.

     Business development and occupancy and equipment expenses are down from the prior year quarter as the Company continues to carefully monitor controllable expenses such as travel and client entertainment. Communication and information processing expenses are down 7% from the prior year quarter reflecting cost control efforts.

     Other expense appears to be up dramatically from the prior year quarter; however, the prior year quarter includes a $15.8 million reversal of the legal reserve for the Corporex case when it was settled for less than the original judgment. Excluding this reversal, other expense would have been $17.6 million, or 25% below the current year's expense. As this was a corporate case not related to any of the Company's current business lines, this reversal caused the same distortion in the "Other" segment's pre-tax income. The current year includes expenses related to increased legal reserves, primarily related to an adverse judgment in a Financial Advisor recruiting case, as discussed in the Subsequent Event Note to the Consolidated Financial Statements.

Results of Operations - Nine months ended June 28, 2002 compared with nine
                                         months ended June 29, 2001.

     Revenues of $1,133,273,000 declined 12% from the prior year's $1,287,954,000. Net income of $57,308,000, or $1.15 per diluted share, was a 32% decrease from the $83,776,000, or $1.71 per diluted share, in the prior year. Results for the current year include three quarters of Raymond James Ltd. ("RJ Ltd.") while the prior year includes only two quarters of their results. RJ Ltd. was acquired as of January 1, 2001 and has added approximately $20 million in revenues and expenses per quarter since the acquisition. The prior year results include a $15.8 reversal to the legal reserve related to the Corporex case. Excluding that reversal, net income was $75,044,000, or $1.54, per diluted share for the nine months ended June 29, 2001.

     (Except as discussed below, the underlying reasons for the variances to the prior year period are substantially the same as the comparative quarterly discussion above and the statements contained in such foregoing discussion also apply to the nine month comparison.)

     The retail segment results for the year reflect the difficulties faced in maintaining interest margins in the declining rate environment and the lower commissions resulting from the hesitant behavior of retail clients in the current volatile equity market and the adverse judgment in the Financial Advisor recruiting case.

     The significant increase of pre-tax income in the capital markets segment demonstrates the Company's capacity and resulting leverage in investment banking. Pre-tax income has improved appreciably in the past few quarters as a result of improved investment banking activity, therefore year to date pre-tax income is significantly greater than in the prior year.

     Year to date results in the asset management segment reflect the impact of higher compensation expenses on relatively flat revenues. This segment has been negatively impacted by declining equity values.

     Communications and information processing is up for the year as the year to date expense includes the $4 million write down of the investment in CSS, a software joint venture in Colorado, taken in the second quarter of fiscal 2002, when the Company converted to the equity method of accounting due to an increase in the Company's ownership percentage. This is reflected as information processing expense as it replaces what would be internal software development efforts. Exclusive of this charge, communications and information processing expense is down slightly, reflecting cost control efforts.

     The Company's total assets have increased only 3% since fiscal year end, reflecting changes related to normal business activity including increased client receivables, inventory levels and the related segregated assets and financing.

     The Company's credit risks remain consistent with those disclosed in the Company's annual report on Form 10-K dated September 28, 2001. The Company's balance sheet includes approximately $1.7 billion in receivables from clients. These receivables consist predominantly of client margin loans and bank loans. The Company monitors exposure to industry sectors and individual securities and performs analysis on a regular basis in connection with its margin lending activities. The Company adjusts its margin requirements if it believes its risk exposure is not appropriate based on market conditions. RJBank offers a variety of loan products; including mortgage, commercial real estate, and consumer loans, which are collateralized, and corporate loans for which the borrower is carefully evaluated and monitored.

     In addition to the $37 million mortgage on the corporate headquarters complex, loans payable at June 28, 2002 include a $50 million term debt at the parent company, $60 million in advances from the Federal Home Loan Bank to RJBank, and $141 million in short-term financing within RJA and $3.6 million at RJ Ltd. related to customer settlements.

     Net cash used in operating activities during the nine months was $170 million. Cash was predominantly used for increased segregated assets, securities inventories and increased client receivables net of a decrease in broker/dealer payables.

     Investing activities provided $8 million during the nine months due to the sales and maturations of available for sale securities exceeding purchases.

     Financing activities provided $125 million, the result of net borrowings exceeding repayments and the payment of cash dividends netting with the exercise of stock options and employee stock purchases.

     RJF has a $125 million line of credit, Raymond James & Associates, Inc. has uncommitted lines of credit aggregating $355 million, and RJ Ltd. has an uncommitted CDN $40 million line of credit, all with commercial banks.

     The Company's broker-dealer subsidiaries are subject to requirements of the SEC and the Investment Dealers Association of Canada relating to liquidity and capital standards (see Notes to Consolidated Financial Statements under Net Capital Requirements).

     The Company's assets are primarily liquid in nature and are not significantly affected by inflation. Management believes that the changes in replacement cost of property and equipment are adequately insured and therefore would not materially affect operating results. However, the rate of inflation affects the Company's expenses, including employee compensation, communications and occupancy, which may not be readily recoverable through charges for services provided by the Company.

Part II OTHER INFORMATION

Item 1. Legal Proceedings

     On August 2, 2002, a New York Stock Exchange arbitration panel rendered an award against Raymond James & Associates, Inc. (RJA) in the matter of First Union Securities v. Raymond James & Associates and David Shaw. The panel awarded $2 million in compensatory and $4 million in punitive damages against RJA, as well as Attorney Fees of $564,301 and forum fees. The panel also made references to the New York Stock Exchange for possible disciplinary action against one former and three present RJA employees.

     The Company is considering its options for appeal. The amount of the award has been reflected in the financial statements for the three months ended June 28, 2002.

     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.

Exhibit 99.1

     I, Thomas A. James, certify that the foregoing quarterly report on form 10Q containing the financial statements set forth within fully comply with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78 o (d)) and that information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of Raymond James Financial, Inc.

Exhibit 99.2

     I, Jeffrey P. Julien, certify that the foregoing quarterly report on form 10Q containing the financial statements set forth within fully comply with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78 o (d)) and that information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of Raymond James Financial, Inc.