UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section l3 and l5(d) of the
Securities Exchange Act of l934
 
February 16, 2006
Date of report (date of earliest event reported)
 
Raymond James Financial, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Florida
(State or Other Jurisdiction of Incorporation)
 
1-9109
 
59-1517485
(Commission File Number)
 
(IRS Employer Identification No.)
 
880 Carillon Parkway St. Petersburg, FL 33702
(Address of Principal Executive Offices)  (Zip Code)
 
(727) 567-1000
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

 
Item 1.01 Entry into a Material Definitive Agreement



 
On February 16, 2006, the Corporate Governance, Nomination and Compensation Committee of Raymond James Financial, Inc. approved an amendment to the Company’s 2005 Restricted Stock Plan. The amendment which permits the award of restricted stock units under the Plan became effective on February 16, 2006. The amendment is attached hereto as Exhibit 10.1.
 
 







SIGNATURES
 
 
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 hereunto duly authorized.
 
 
RAYMOND JAMES FINANCIAL, INC.
 
 
 
 
Date:  February 16, 2006
By:
/s/ Thomas A. James
 
 
Thomas A. James
Chairman and Chief Executive Officer
 
 
  
 
By:
/s/ Jeffrey P. Julien
 
 
Jeffrey P. Julien
 
 
Senior Vice President - Finance
 
 
and Chief Financial Officer