SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010
May 17, 2010

James M. Zemlyak Senior Vice President, CFO and Treasurer  Stifel Financial Corp.  501 North Broadway  St. Louis, MO 63102
Re: Stifel Financial Corp.
  Registration Statement on Form S-4   Filed April 28, 2010   File No. 333-166355

Dear Mr. Zemlyak:

We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.

General

1. Please amend your filing to include the undertakings required by Item 512(a)(5) and (6)
of Regulation S-K.

*****

James M. Zemlyak
Stifel Financial Corp.
May 17, 2010
Page 2

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies  of the amendment to expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters greatly facilitate  our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities Act
of 1933 and that they have provided all informati on investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement.  We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the e ffective date.

James M. Zemlyak
Stifel Financial Corp.  May 17, 2010
Page 3

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two
business days in advance of th e requested effective date.
 Please contact Jerard T. Gibson at (202) 551-3473 or me at (202) 551-3233 with any
questions.          S i n c e r e l y ,             T h o m a s  K l u c k          B r a n c h  C h i e f   cc: James L. Nouss, Jr., Esq.  Robert J. Endicott, Esq.
Bryan Cave LLP
 Via Facsimile:  (314) 552-8102