SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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).

1. Name and Address of Reporting Person^*

PUTNAM JOHN STEPHEN

(Last)

(First)

(Middle)

880 CARILLON PARKWAY

(Street)

ST. PETERSBURG

33716

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/28/2004		G	V	100	D	$0	110,327	D
Common Stock	12/28/2004		G	V	100	D	$0	110,227	D
Common Stock								18,959	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 Exercise 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)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Variable Prepaid Forward Transaction	⁽¹⁾⁽²⁾⁽³⁾							03/03/2005⁽³⁾	03/03/2005⁽³⁾	Common Stock	45,000		1	D
Employee Stock Option (right to buy)	$13.75							11/18/2002	01/18/2005	Common Stock	9,000		9,000	D
Employee Stock Option (right to buy)	$21.33							11/28/2004	01/28/2007	Common Stock	6,054		6,054	D
Employee Stock Option (right to buy)	$21.33							11/28/2004⁽⁴⁾	01/28/2007	Common Stock	8,946		8,946	D

Explanation of Responses:

1. This Form 4 is being filed in connection with the proposed sale by the Reporting Person of 45,000 shares of the common stock of Raymond James Financial, Inc. (the "Shares") to Commerzbank Capital Markets Corp. pursuant to a Variable Prepaid Forward ("VPF") transaction effected on August 28, 2003 and subject to the terms set forth in the VPS Agreement entered into on August 28, 2003

2. Pursuant to the VPS Agreement, the Reporting Person has agreed to sell the Shares for the notional amount of $23.5331 per share, subject to adjustment as set forth below. The Reporting Person has received aggregate proceeds of $942,606.

3. The VPF Agreement provides that on March 3, 2005 ("Settlement Date"), the Reporting Person shall be obligated to deliver that number of Shares (or at the Reporting Person's election, the cash equivalent of such Shares) to Commerzbank Capital Markets Corp. based on the closing price of the Shares on February 28, 2005 ("Maturity Date") as follows, (i) if the closing price on the Maturity Date ("Settlement Date") is equal to or less than $23.5331 per share, a delivery of 45,000 shares; (ii) if on the Maturity Date The Settlement Price is greater than $23.5331 ("Downside Threshold") per share but less than $28.2397 ("Upside Threshold"), a delivery of Shares equal to the product of 45,000 and (the Downside Threshold/Settlement Price); and (iii) if on the Maturity Date the Settlement Price is greater than the Upside Threshold, a delivery of Shares equal to the product of 45,000 and (1-(28.2397-23.5331)/Settlement Price).

4. Options Currently exercisable 2,946 , Options Becoming exercisable - 3,000 on 11/28/2005 and 3,000 on 11/28/2006

Remarks:

	John S. Putnam	12/28/2004
	** Signature of Reporting Person	Date
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).
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