PROMISSORY NOTE

$60,000,000.00                                           April 28,
1995


For value received, the undersigned, Edward D. Jones & Co., L.P., a
Missouri limited partnership ("Broker"), hereby promises to pay to the
order of The Boatmen's National Bank of St. Louis, One Boatmen's
Plaza, 800 Market Street, St. Louis, Missouri, 63101 ("Bank"), on
demand, an if no demand be made, on May 31, 1996, the principal sum of
Sixty Million and no/100 Dollars ($60,000,000.00), or, if less, the
unpaid principal amount of all advanced made by Bank to Broker
hereunder (which aggregate unpaid principal amount shall be the amount
duly endorsed and set forth opposite the date last appearing on the
sheet attached to this Note).  Before maturity, whether by demand or
otherwise, all advanced made hereunder shall bear interest at the per
annum rate which shall be quoted by Bank to Broker on each Business
Day and which shall be adjusted daily on each Business Day.  For
purposes of this Note, "Business Day" shall mean any day other than a
Saturday, Sunday or legal holiday in the State of Missouri on which
Bank is open for business.  After maturity, whether by demand or
otherwise, interest on the entire balance outstanding and unpaid from
time-to-time shall accrue at a rate per annum equal to two percent
(2%) in excess of the from time-to-time corporate base rate of
interest of the Bank.  Such interest rate shall change simultaneously
with each change in said corporate base rate.  All interest hereunder
shall be computed on the basis of a year of 360 days for the actual
number of days involved.

Interest on the principal balance outstanding from time-to-time shall
be due and payable on the first day of each month commencing on May 1,
1995, at maturity, and after maturity, on demand.

Payments of both principal and interest shall be made at the office of
Bank in St. Louis, Missouri, in lawful money of the United State of
America.

This Promissory Note is subject to prepayment in whole or in part
without penalty.

Broker hereby authorizes Bank to accept telephonic instructions from a
representative of Broker to make an advance or to receive a repayment
hereunder.  Bank shall endorse each advance and each repayment on the
sheet attached to this Note.  Notations on said sheet shall be
presumed to be accurate, correct, and evidence of the principal amount
owing on this Note.  The records of the Bank shall be presumed to be
accurate, correct, and evidence of the interest owing on this Note,
and, in the absence of endorsements on the sheet attached to this
Note, of the principal amount owing on this Note.  Failure to endorse
any advance hereon shall not relieve the obligation of Broker to repay
each advance on the terms under which it was made and subject to the
terms and conditions of this Note, together with interest.

Notwithstanding the face amount of this Note or any term or provision
hereof or any written or oral statement made by a representative of
Bank to Broker, Bank is under no binding agreement to advance any
funds to Broker whatsoever.  Any advances made by Bank to Broker shall
be at the sole discretion of Bank.  In any event, the total amount of
advances outstanding hereunder shall never exceed the sum of (i) 100%
of the face amount of all certificates of deposit plus (ii) 90% of the
current market value of all United State government bonds plus (iii)
80% of the current market value of all municipal bonds plus (iv) 70%
of the current market value of corporate bonds (other than convertible
debentures) plus (v) 50% of the current market value of all corporate
stocks, all of which certificates of deposit, government bonds,
municipal bonds, corporate bonds and corporate stocks shall then have
been and continue to be pledge to Bank as security pursuant to and in
accordance with that certain Broker Security Agreement referred to an
described below and pursuant to the Securities Pledges referred to
below and which shall be marketable and otherwise fully acceptable to
Bank in its sole discretion for consideration in computation of the
total maximum advances permitted under the foregoing advance ratio
formula (the "Maximum Advance Total").  In the event the sum of the
total outstanding advances shall at any time exceed the Maximum
Advance Total, Broker shall immediately pay to Bank an amount
necessary to reduce the principal amount outstanding to the extent it
shall not exceed the Maximum Advance Total.

No delay or failure by Bank in exercising any right, power, privilege
or remedy hereunder shall affect such right, power, privilege or
remedy or be deemed to be a waiver of the same or any part thereof;
nor shall any single or partial exercise thereof or any failure to
exercise the same in any instance preclude any further or future
exercise thereof, or exercise of any other right, power, privilege or
remedy, an the rights and privileges provided for hereunder are
cumulative and not exclusive.

This Note is secured by that certain Broker Security Agreement dated
as of March 31, 1992, between Broker and Bank.  Reference is made to
such Broker Security Agreement for rights of Bank as to acceleration
of this Note.  This Note is also secured by all "Securities Pledges"
now or hereafter provided by Broker to Bank pursuant to the Broker
Security Agreement.

If this Note is not paid when due and is referred to any attorney for
collection (whether or not litigation is commenced) or for
representation of Bank in proceedings under the Bankruptcy Reform Act
of 1978, as amended, or other insolvency proceedings, Broker promises
to pay, and Bank shall be entitled to recover, the reasonable fees and
expenses of such attorney, in additional to all expense of Bank
incidental to or in any way relative to the enforcement of the
obligations of Broker hereunder in addition to the full amount due
hereon.

Broker and all endorsers, sureties, guarantors and all other persons
liable or who may become liable hereon hereby severally waive demand,
presentment, protest, notice of dishonor, nonpayment, or protest, and
notice of any other kind, and hereby assent to each and any extension
or postponement of the time of payment at or after maturity, or any
other indulgence.





EDWARD D. JONES 7 CO., L.P., a Missouri Limited Partnership

By:     EDJ HOLDING COMPANY, INC.
        a Missouri Corporation
        Its General Partner


By:     Edward Soule
Name:   Edward Soule
Title:  Treasurer