CERTIFICATE OF
                      AMENDED AND RESTATED
                    ARTICLES OF INCORPORATION
                               OF
                  RAYMOND JAMES FINANCIAL, INC.
                                
                                
     
     The  undersigned  officers of Raymond James Financial,  Inc.
     (the Company) do hereby certify that at a regular meeting of
     the  Board of Directors of the Company held on February  13,
     1997,  at  which  meeting a quorum was  present  and  acting
     throughout,   the   Board   of  Directors   authorized   the
     preparation and filing of the Amended and Restated  Articles
     of  Incorporation of Raymond James Financial, Inc.,  in  the
     form annexed hereto;
     
     We do further certify that the amendments to the Articles of
     Incorporation reflected therein were approved and adopted by
     the Board of Directors, and the amendments did not require a
     vote of the shareholders of the Company.
     
     IN  WITNESS  WHEREOF, we have executed this certificate  for
     and  on  behalf  of the Company this ____ day  of  February,
     1997.
     
                                    RAYMOND JAMES FINANCIAL, INC.
     
                                 By______________________________
                                    Francis S. Godbold, President
                                                                 
                                                                 
                                 By______________________________
                                   Barry S. Augenbraun, Secretary
     
     
     (Corporate Seal)
     
     
     
     
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     STATE OF FLORIDA
     COUNTY OF PINELLAS
     
     I  HEREBY  CERTIFY, that on this _____ day of ______,  1997,
     before  me personally appeared Francis S. Godbold and  Barry
     S.   Augenbraun,  known  to  me  to  be  the  President  and
     Secretary,  respectively, of Raymond James Financial,  Inc.,
     the  persons  described  in and who executed  the  foregoing
     Certificate   of   Amended   and   Restated   Articles    of
     Incorporation  of Raymond James Financial,  Inc.,  and  they
     acknowledged  before me the execution thereof  to  be  their
     free  act and deed as such, for the use and purposes therein
     mentioned.
     
     
     
                                        _________________________
                                                    Notary Public
     
     My commission expires________________________
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
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