SecProbe.io

June 27, 2013

Via E -mail
James M. Zemlyak
Senior Vice President and Chief Financial Officer
Stifel Financial Corp.
501 N. Broadway
St. Louis, Missouri 63102 -2188

Re: Stifel  Financial Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
File No. 001-09305

Dear Mr. Zemlyak :

We have reviewed your filing an d have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents .  In some of our comments, we ma y ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the reque sted
response.   If 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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 34

Net Revenues – Asset management and service fees, page 36

1. We note your disclosure that asset management and service fees are based on the value of
assets in fee -based accounts and are affected by changes in the balances of client assets
due to market fluc tuations and levels of net new client assets.  Please revise your future
filings to include a roll -forward of your assets under management that separately presents
gross client inflows, gross client outflows and market appreciation/depreciation .

James M. Zemlyak
Stifel Financial Corp.
June 27, 2013
Page 2

 Notes to  Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies, page 94

Revenue Recognition, page 100

2. We note your disclosure on page 3 that you have 151 independent contractors and that
these contractors are responsible for all of their direct costs and are paid a larger
percentage of commissions to compensate them for their added expenses.  Please tell us
and revise your future filings to address the following:

 Clarify where revenues generated by these independent contractors a re classified in
your Statement of Operations (e.g., commissions or investment banking advisory
fees).
 Clarify whether revenues generated by such contractors are presented on a gross or
net basis in your Statement of Operations considering the indicators d iscussed in ASC
605-45-45.

Note 23 – Income Taxes, page 138

3. We note that you include the revaluation of deferred taxes as a reconciling item in your
statutory rate reconciliation.  Please clarify for us how the revaluation of deferred taxes
represents a permanent difference that should be reflected in your rate reconciliation.

4. As a related matter, we note that you have recorded a $32.8 million deferred tax liab ility
as of December 31, 2012 related to a change in accounting method.  Please tell us and
revise your disclosure in future filings to explain the nature of this line item.

We urge all persons who are responsible for the accuracy and adequacy of the di sclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s di sclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

James M. Zemlyak
Stifel Financial Corp.
June 27, 2013
Page 3

You may contact Jim Dunn  at (202) 551 -3724  or Angela Connell  at (202) 551 -3426  if
you have questions .

Sincerely,

 /s/ Angela Connell for

Stephanie J. Ciboroski
Senior Assistant Chief Accountant