SecProbe.io

December 11, 2012

Via Email
James M. Zemlyak
Senior Vice President and Chief Financial Officer
Stifel Financial Corp.
501 North Broadway
St. Louis, MO 63102

Re: Stifel Financial Corp.
  Registration Statement on Form S-4
Filed  November 26, 2012
  File No.  333-185145

Dear Mr. Zemlyak :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Registration Statement on Form S -4 Filed on November 26, 2012
General

1. We note that members of senior management of KBW will continue to serve in a senior
management capacity following the merger’s closing after receiv ing substantial cash and
equity compensation as part of employment agreements and waiving certain provisions in
their existing change in control agreements.  In addition, a key aspect of the negotiations
of the terms of the merger resulted in an increase o f the retention pool of $17 million and
an increase of the merger consideration of approximately $6.9 million.

Please provide an analysis of whether Rule 13e -3 applies to the transaction and whether,
as a result of such arrangements, KBW is an affiliate o f yours engaged in a going private
transaction.  Please refer to Exchange Act Rule 13e -3(a) and Compliance & Disclosure
Interpretations 201.01 and 201.06 for guidance available at
http://www.sec.gov/divisions/corpfin/guidance/13e -3-interps.htm

James M. Zemlyak
Stifel Financial Corp
December 11 , 2012
Page 2

Proposal On e:  The Merger, page 55
Merger Consideration, page 55

2. Please revise this section to include a table that provides specific examples of what the
per share merger consideration would be following the determination of the average of
the volume weighted average price of your common stock during the applicable tim e
period.  Use at least one example for each of the three merger consideration scenarios in
the table :

 average of the volume weighted average price of  less than or equal to $29.00 ;

 average of the volume weighted average price of between $29.00 and $35.00 ; and

 average of the volume weighted average price of greater than or equal to $35.00.

Additionally, clarify that if the average volume weighted average is less than or equal to
$29.00, the total consideration will be less than $17.50.  If the volu me weighted average
price is between $29.00 and $35.00, the total consideration will be $17.50.  If the volume
weighted average price is greater than or equal to $35.00, the total consideration will be
more than $17.50.

Background of The Merger, page 56

3. We note that Stifel’s representatives and KBW’s representatives engaged in a series of
negotiations.  Please describe in greater detail the nature and substance of the
deliberations conducted at the meetings, including the specific matters discussed and th e
conclusions reached.  Your disclosures should explain how the material terms changed
during the course of the negotiations.  For example, please provide the following:

 Describe each meeting between the parties and identify the individuals present at eac h
meeting.

 Describe how the parties c ame to an expectation that Stifel was prepared to offer up
to $10.00 in cash and a fraction of a share of Stifel common stock  in September 2012 .

 Discuss whether  Messrs. Senchak, Duffy, and Michaud were identified as p otential
beneficiaries of the rete ntion pool as of September 2012.

 Describe the substance of the conversations regarding the draft merger agreement.

 Identify the ind ependent members of the Stifel b oard.

James M. Zemlyak
Stifel Financial Corp
December 11 , 2012
Page 3

  Please identify the members of the KBW board who p articipated in the separate
meetings.  Identify each meeting and the issues discussed and conclusions reached at
those meetings.

4. If accurate, please clarify here, and in “Interest of Certain Persons in the Merger,” that
Mr. Senchak and Mr. Michaud identified the potential acquirers, negotiated the terms of
the transaction, negotiated the waiver of the change in control provisions and negotiated
their new employment agreements with Stifel.  Additionally, revise the “Background of
the Merger” section to identify the meetings in which the waiver of the change in control
provisions and new employment agreements were discussed.  To the extent that Mr.
Duffy participated in these meetings, please clarify.

5. Please refer to the paragraph  that begins “In the afternoon of November 2, 2012…” on
page 60.  The paragraph states that from November 2, 2012 until November 5, 2012 the
“parties” negotiated the merger agreement and related documents.  Please clarify whether
the party negotiating on behalf of KBW consists  of the independent directors or Mr.
Senchak and Mr. Michaud.  Please revise to clarify.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Secur ities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all 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 you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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 and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed

James M. Zemlyak
Stifel Financial Corp
December 11 , 2012
Page 4

 public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Eric Enva ll at (202) 551 -3234  or me at (202) 551 -3675 with any
questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director