SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010
December 6, 2007

Mr. James M. Zemlyak Stifel Financial Corp. 501 N. Broadway St. Louis, Missouri 63102-2188

RE: Stifel Financial Corp.    File #1-9305
Form 10-K for the fiscal year ended December 31, 2006
 Form 10-Q for the period ended  September 30, 2007

Dear Mr. Zemlyak:
We have reviewed your response letter  dated November 13, 2007 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  In some of our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.
 Form 10-K for the year ended December 31, 2006

 Management’s Discussion and Analysis, page 21

1. We have reviewed your response to our prior comment one and note the revisions
you have made to your disclosure in your Form 10-Q for the period ended September 30, 2007.  Please further revise your future filings to more specifically
explain and quantify the impact of the ci ted pricing pressures and the realization
of your expected merger benefits and syne rgies.  There is a concern that readers
may not fully understand the specific business, economic, and competitive factors that have precipitated these pricing pressu res nor the extent of the impact on the
corresponding revenue and expense accounts. Please supplementally provide us with a responsive disclosure.

Mr. James M. Zemlyak
Stifel Financial Corp. December 6, 2007 Page 2   Core Earnings, page 30

2. We have reviewed your response to our pr ior comment two.  We continue to be
concerned about your exclusi on of your acquisition-relate d charges.  Your current
disclosures may confuse investors about the level of compensation that will be
required on an ongoing basis to generate th e levels of revenue you have realized
as a result of your acquisitions.  We note your disclosure in your risk factors (page 10) regarding the intense competition for personnel in your industry and the fact that the cost of retaining skilled professionals has inte nsified.  We also note your
disclosure that the success of your acquisi tions depends on your ability to retain
key personnel from Ryan Beck and Legg Ma son.  We are therefore concerned that
your current discussion and presentation of Core Earnings may cause investors to
expect that the same revenue amounts can  be generated in the future even though
employees will be paid significantly less compensation. This outcome appears highly speculative and the concern is he ightened by the inclusion of nonrecurring
income, the apparent recurrence of these compensation charges, and the discussion of future acquisitions on pages 10-11. As a result, we believe that this
presentation and discussion should be omitted from future filings.

Consolidated Statement of Cash Flows, page 53

3. We have reviewed your response to our prior comment seven.  Please provide us
with a substantive analysis regarding how you considered the AICPA Technical
Practice Aid, “Presentation of Cash Overdr afts on Statement of Cash Flows” and
SFAS 95 in determining that it was appropr iate to classify your book overdrafts as
an operating activity.  In a ddition, please tell us whet her any of your outstanding
checks and electronic payments that have not yet been presented for payment at
the bank were transacted on bank account s that were included in your cash
balance as of December 31, 2006.

Note A. Summary of Significant Acc ounting and Reporting Policies, page 55
4. We have reviewed your response to our prior comment eleven.  Given the
importance of revenue recognition to a user ’s understanding of your results, we
continue to believe that your revenue r ecognition practices may be clarified in
future filings, either in the Business sect ion or in the accounting policies footnote.
Please consider clarifying the following issues in your future disclosures:
• There have been no significant expenses recognized for incomplete
transactions;
• Your revenue derived from contractual obl igations is regarded when payments
are earned and contractually due;
• You do not have any incentive income subject to repayment;
• You account for proprietary research repor ts as a cost of doing business; and

Mr. James M. Zemlyak
Stifel Financial Corp. December 6, 2007 Page 3
• You do not offer discounts on your commission rates.

Item 9A. Controls and Procedures, page 82

5. We have reviewed your response to our prior comment 14.  Your disclosure in
your Form 10-Q for the period ended September 30, 2007 still does not comply with the requirements of Exchange Act Ru le 13a-15(e).  In pa rticular, you have
incorrectly defined disclosure controls  and procedures.  We remind you that
disclosure controls and procedures are meant to ensure that information you are
required to disclosure in reports file d under the Exchange Act is recorded,
processed, summarized and repor ted as and when required and
 are meant to
ensure that material information required to be in this report is made known to
management and others, as appropriate, to allow timely decisions regarding
required disclosures.  If you continue to choose to define disclosure controls and
procedures, please ensure that you fully de fine the term and that your officers’
conclusion on the effectiveness of disclosu re controls and procedures covers all
parts of the definition.  Alte rnatively, in future filings you may simply conclude
that your disclosure controls and pro cedures are effective or ineffective,
whichever the case may be, without pr oviding any part of the definition.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.
If you have any questions regarding these co mments, please direct them to Tricia
Armelin, Staff Accountant, at  (202) 551-3747, Al Pa vot, Staff Accountant, at (202) 551-
3738 or, in their absence, to the undersigned at (202) 551-3768.         S i n c e r e l y ,             John Cash
       A c c o u n t i n g  B r a n c h  C h i e f