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FORM 5UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
ARMSTRONG KENNETH E

(Last)(First)(Middle)
880 CARILLON PARKWAY

(Street)
ST. PETERSBURGFL33716

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
RAYMOND JAMES FINANCIAL INC [RJF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Assistant Secretary
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date(Month/Day/Year)2A. Deemed Execution Date, if any(Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount(A) or (D)Price
Common Stock        3,126 D  
Common Stock        431 (1) I ESOP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Excercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any(Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $ 30.44      11/27/201001/27/2013 Common Stock
1,200
  1,200 (2)
D
 
Explanation of Responses:
1. Includes number of shares acquired under ESOP through September 30, 2009
2. Options becoming exercisable - 720 on 11/27/2010, 240 on 11/27/2011 and 240 on 11/27/2012
 
Remarks:
kenarmstrongpoa.TXT
/s/ Kenneth E. Armstrong by Paul L. Matecki as Attorney-in-Fact11/02/2009
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY
OF
KENNETH E. ARMSTRONG


    Know all by these presents, that the undersigned hereby constitutes and 
appoints Paul L. Matecki, the undersigned's true and lawful attorney-in-fact to:

1) Prepare, execute in the undersigned's name and on the undersigned's behalf, 
and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
  including amendments thereto, and any other documents necessary or appropriate
  to obtain codes and passwords enabling the undersigned to make electronic 
filings with the SEC of reports required by Section 16(a) of the Securities 
Exchange Act of 1934 or any rule or regulation of the SEC; 

2) Execute for and on behalf of the undersigned, in the undersigned's capacity 
as an officer and/or director of Raymond James Financial, Inc. (the "Company"), 
Forms 3, 4, and 5 in accordance with Section 16 (a) of the Securities Exchange 
Act of 1934 and the rules thereunder, and any other forms or reports the 
undersigned may be required to file in connection with the undersigned's 
ownership, acquisition or disposition of securities of the Company;

3) Do and perform any and all acts for and on behalf of the undersigned which 
may be necessary or desirable to complete and execute any such Form 3, 4, and 5,
  or other form or report, and timely file such form or report with the SEC and 
the New York Stock Exchange or similar authority; and

4) Take any other action of any type whatsoever in connection with the foregoing
  which, in the opinion of such attorney-in-fact, may be of benefit to, in the 
best interest of, or legally required by, the undersigned, it being understood 
that the documents executed by such attorney-in-fact on behalf of the 
undersigned pursuant to this Power of Attorney shall be in such form and shall 
contain such terms and conditions as such attorney-in-fact may approve in such 
attorney-in-fact's discretion.

    The undersigned hereby grants to said attorney-in-fact full power and 
authority to do and perform any and every act and thing whatsoever requisite, 
necessary, or proper to be done in the exercise of any of the rights and powers 
herein granted, as fully to all intents and purposes as the undersigned might or
  could do if personally present, with full power of substitution or revocation,
  hereby ratifying and confirming all that such attorney-in-fact, or such 
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be 
done by virtue of this power of attorney and the rights and powers herein 
granted.  

    The undersigned acknowledges that the foregoing attorney-in-fact, in serving
  in such capacity at the request of the undersigned, is not assuming, nor is 
the Company assuming, any of the undersigned's responsibilities to comply with 
Section 16 of the Securities Exchange Act of 1934 and the rules and regulations 
thereunder (the "Law").  The undersigned further acknowledges that it is his 
responsibility to provide information to the attorney-in-fact on a timely basis 
with respect to any proposed transaction that could require the filing of any 
Form 4 or 5, and to respond in a timely manner to all communications, notices 
and inquiries from the attorney-in-fact or the Company or its representatives 
with respect to any proposed transaction.  The undersigned further acknowledges 
that failure to provide information on a timely basis or to respond in a timely 
manner to such notices, communications and inquiries could result in the failure
  to make timely filing of these documents as required by the Law, which could 
result in violations of the Law by the undersigned, as well as public disclosure
  of delinquent filings by the undersigned.  The undersigned further 
acknowledges that the responsibility for timely filing continues to be that of 
the undersigned and, in that regard, releases the attorney-in-fact and the 
Company from any liability with respect to any action taken or omitted in good 
faith by them in connection with such filings.

    This Power of Attorney shall remain in full force and effect until the 
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the 
undersigned's holdings of and transactions in securities issued by the Company, 
unless earlier revoked by the undersigned in a signed writing delivered to the 
foregoing attorney-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be 
executed this 10th day of March, 2009.



/s/ Kenneth E. Armstrong
      ____________________________________
           KENNETH E. ARMSTRONG 



 



Signed before me this 10th day of March 2009.



/s/ Deborah A. Hawke
______________________________
Notary Public

(Seal)





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