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

FORM 4

OMB APPROVAL

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response 0.5

(Print or Type Responses)

Filed prusuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1934 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

James

Huntington

Raymond James Financial (RJF)

X Director

______ 10% Owner

(Last)

(First)

(Middle)

3. IRS or Social Security

4. Statement for

Officer (give

______ Other (specify

Number of Reporting

Month/Day/Year

title below) below)

880 Carillon Parkway

Person (Voluntary)

January 3, 2003

(Street)

5. If Amendment

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

Date of Original

X Form filed by One Reporting Person

St. Petersburg

33716

(Month/Day/Year)

Form filed by More than One Reporting Person

(City)

(State)

(ZIP)

Table I - Non Derivative Securities Acquired, Disposed of , or beneficially Owned

1. Title of Security

2. Trans-

2A. Deemed

3. Trans-

4. Securities Acquired (A)

5. Amount of

6. Owner-

7. Nature of

(Instr. 3)

action

Execution

action

or Disposed of (D)

Securities

ship

Indirect

Date

Date, if any

Code

(Instr. 3, 4 and 5)

Beneficially

Form:

Beneficial

(Month/Day/Year

(Instr. 8)

Owned at

Direct

Owner-

(Month/

Following

(D) or

ship

Day/

Reported

Indirect

Year)

Code V

(A) or

Transactions

(I)

Raymond James Financial, Inc. (RJF)

Amount

(D)

Price

(Instr. 3 and 4)

(Instr. 4)

RJF Common Stock

49,851

RJF Common Stock

16,990

James Grand- children Trust

RJF Common Stock

420,335

Robert A. James Irrev Trust

RJF Common Stock

586*

ESOP

RJF Common Stock

2,129

Madeleine O. James (daughter)

RJF Common Stock

860

Miles H. James (son)

* Includes number of shares acquired under ESOP through 12/2002

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

(Over)

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

SEC 1474 (7-96)

FORM 4 (continued)

Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

2. Conver-

3. Trans-

3.A Deemed

4. Trans-

5. Number or Deriv-

6. Date Exer-

7. Title and Amount of

8. Price

9. Number

10.Owner-

11.Nature

(Instr. 3)

sion or

action

Execution Date,

action

ative Securities Ac-

cisable and

Underlying Securities

of deriv-

ship

Exercise

Date

if any

Code

quired (A) or Dis-

Expiration

(Instr. 3 and 4)

deriv-

ative

Form of

Indirect

Price of

(Month/Day/Year

(Instr. 8)

posed of (D)

Date

Secur-

Security:

Benefi-

Deri-

(Month/

(Instr. 3, 4, and 5)

(Month/Day/

ity

ities

Direct

cial

vative

Day/

Year)

(Instr.

Bene-

(D) or

Owner-

Security

Year)

ficially

Indirect

ship

Owned

(I)

(Instr. 4)

at End

Instr. 4)

of deriv-

Title

Month

Date

Expira-

Amount or

(Instr. 4)

Code

(A)

(D)

Exer-

tion

Number of

cisible

Date

Employee Stock Option (Right to buy)

Current

1/18/2003

Common Stock

600

24.3833

Employee Stock Option (Right to buy)

Current

1/18/2003

Common Stock

150

24.3833

Employee Stock Option (Right to buy)

11/18/02-11/18/04

1/18/2005

Common Stock

500

20.6250

1,250

Explanation of Responses:

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations,

/S/ HUNTINGTON A. JAMES

1/3/2003

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

**Signature of Reporting Person

Date

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient.

see Instructions 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB Number.

Page 2

SEC 1474 (7-96)

JAMES HUNTINGTON A 4