SecProbe.io

CORRESP
1
filename1.htm

October 15, 2007

November 13, 2007

John Cash

Accounting Branch Chief

Division of Corporation Finance

U. S. Securities and Exchange Commission

Washington, D.C. 20549-7010

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 June 30, 2007

Dear Mr. Cash:

            This letter serves to supercede or amend the
Company's response filed as correspondence via EDGAR on November 9, 2007. In
that filing, the Company inadvertently left out the word "due" in
response to the question in Item 11 that asks "To the extent you
recognize revenue from fees pursuant to a contractual arrangement, tell us when
payment becomes due under these arrangements and how this impacts the timing of
your revenue recognition." The correct response now reads
"Revenues derived from contractual arrangements, typically advisory fees
are recorded when payments are earned and contractually due."

            On behalf of Stifel Financial Corp. ("the
Company") we are responding to the comments of the staff of the Securities
Exchange Commission in your letter dated September 27, 2007 to James M.
Zemlyak, Senior Vice President, Chief Financial Officer, Treasurer , and
Director of the Company, with respect to the Company's Form 10-K and Form 10-Q
referred to above.

            In response to your letter, set forth below are
your comments in italics followed by the Company's responses to your comments.

Form 10-K for the fiscal year ended December 31, 2006

Management's Discussion and Analysis, page 21

1.         In
order to increase transparency and allow readers to better understand your
historical results, please provide in future filings (including forms 10-Q)
additional clarification regarding your operating results. In this regard, we
note that, for the three years ended December 31, 2006, you have experienced
increasing revenues but a decline in net income. While we understand that this
is due in part to your acquisition related compensation, it appears that there
may be other material factors that contribute to this trend which could be
quantified or discussed. For example, we note your disclosure in your risk
factors on page 11 that you have experienced significant pricing pressure in
areas of your business that impair your revenue and profitability. However,
there does not appear to be disclosure in MD&A that clearly and completely
explains to

1

            readers the extent to which this factor has impacted your operating
results on a consolidated and on a segment basis. Also, the risk factors on
pages 9 and 10 discuss the potential impact of business integrations costs,
however there does not appear to be disclosure in MD&A that clearly informs
readers whether expected merger benefits and synergies have been fully
realized. Further, it is not clear whether the company's material acquisitions
have had, or are expected to have, a material impact on operating margins. If
any of these factors have had an immaterial impact on historical operating
margins, then that fact should be clearly disclosed. See Section 501.12.b.3 of
the Financial Reporting Codification.

Management's
Response:

The Company will expand its discussion in future filings to
provide more clarity regarding the impact of acquisitions and other trends that
may help to explain variances from period to period. Specifically, for the
Quarterly Report on Form 10-Q for the period ended September 30, 2007, the
Company has expanded its discussion of business environment and has added an
executive summary discussion prior to its discussion of results of operations.
We believe the executive summary will be helpful to the reader as it will give
them more of an understanding of the significant growth the Company has
experienced as a result of acquisitions. Additionally, we have expanded our
liquidity and capital resources discussion by adding an analysis of financial
condition discussion and have added more discussion in our liquidity and
capital resources discussion to emphasize the components of liquidity that are
important to the Company and to enhance the discussion on the impact to the
Company if distributions were to be limited based upon net capital requirements
of our subsidiaries.

Core
Earnings, page 25

2.         We
note that you present non-GAAP financial measures here and on page 23. Please
clarify for us how this measure can be used by investors to appropriately
evaluate the performance of your business. In addition, please tell us how you
determined it was appropriate to exclude the acquisition-related charges but to
include the revenue and other expenses related to your acquisitions. Further,
please clarify for us how the presentation of core earnings and core earnings
EPS data is useful to investors given your inclusion of the non-recurring NYSE
gain. See question 8 of the FAQ Regarding the Use of Non-GAAP Financial
Measures.

Management's
Response:

The Company began reporting Core Earnings, a non-GAAP
measure, following the acquisition of the Legg Mason Capital Markets business
in December 2005. In conjunction with the acquisition, the Company issued
1,807,610 restricted stock units to key associates of the Legg Mason Capital
Markets business. Such units vest ratably over a three year period resulting in
an annual non-cash compensation charge of approximately $23.0 million pre-tax.
Additionally, the Company

2

offered, through a private placement of common stock,
1,052,220 shares of common stock at the discounted price of $25 per share to
key associates of the Legg Mason Capital Markets. The fair value per share of
common stock at that time was $34.27 per share and the Company incurred a
non-cash compensation charge of approximately $9.8 million pre-tax for the
difference in the fair value of the common stock versus the offering price. Core
Earnings represents GAAP net income before acquisition related charges,
principally compensation expense recorded for stock based awards offered to key
associates of the acquired company and accounted for under Statement of
Accounting Standards No. 123 (Revised 2004)("SFAS No. 123R").

Management believes Core Earnings provides investors, rating
agencies, and financial analysts with a more meaningful measure of the
Company's operating performance because it provides for a more direct
comparison of the operating performance between periods and compared to
historical performance. Further, the Company believes that it is appropriate to
exclude the acquisition-related charges because the impact of the non-cash
acquisition-related compensation charges is a known material trend outside the
historical Company's operating trends that is related to a one-time event (the
acquisition), is expected to be completed over a near-term finite period of
time, and is expected not to recur in the future beyond the initial event.
Additionally, these charges would be difficult for managers, investors, rating
agencies and analysts to analyze on their own as there are several components
associated with them and they are included within several line items on the
financial statements, namely other revenues, employee compensation and
benefits, and other operating expenses.

In contrast, the Company included the non-recurring gain
related to the merger of the New Stock Exchange and Archipelago Holdings, Inc.
as a component of GAAP Net Income and Core Earnings as it is a one time event
that is easily identifiable and explainable within the financial statements,
footnotes and MD&A, and does not affect any trends or variances in the
numbers other than the quarter in which the event occurred, which was the first
quarter of 2006. Further, the Company footnoted the reconciliation of GAAP to
Core Earnings table to indicate that Core Earnings includes the gain related to
the merger of the New York Stock Exchange and Archipelago Holdings, Inc.

Liquidity
and Capital Resources, page 31

3.         We
note the risk factor on page 13 concerning liquidity risks. In future filings
(including forms 10-Q), please identify in MD&A the key indicators of
financial condition that management uses in assessing liquidity. The discussion
should enable a reader to understand whether management has observed an increase
or decrease in the company's liquidity position and the basis for that
conclusion. Absent such clarification, a reader may not understand the
relevance of the recurring negative operating cash flows reported on your
Statements of Cash Flows. Please see Sections 501.12.b.1 and 501.13 of the
Financial Reporting Codification.

3

Managements
Response:

The Company will expand its discussion in future filings to
identify the key indicators of financial condition that management uses in
assessing liquidity. Specifically, for the Quarterly Report on Form 10-Q for
the period ended September 30, 2007, the Company has added an analysis of
financial condition discussion, has expanded its discussions regarding
liquidity for both the Company's brokerage business and banking business, has
added discussion regarding the impact to the Company if limitations on
distributions from subsidiaries were to happen as a result of net capital
requirements, and has added a discussion regarding the factors that have
resulted in a decrease in the Company's cash position.

4.         The
liquidity risk factor on page 13 references restrictions on the ability of the
parent to receive distributions from its subsidiaries. In future filings,
please revise MD&A to clarify the significance of these restrictions. Also,
please explain to us how you assessed the applicability of the Schedule I
disclosures outlined in Article 5-04 of Regulation S-X.

Management's
Response:

The Company will include a discussion of the net capital
requirements that each of our subsidiaries is subjected to in the Liquidity and
Capital Resources section of Management's Discussion and Analysis of Financial
Condition and Results of Operation in future filings. See additional response
to Item 3 above. Schedule 1 of Article 5-04 of Regulation S-X did not apply to
the Company as the restricted net assets of consolidated subsidiaries did not
exceed 25 percent of consolidated net assets as of the end of the completed
fiscal years reported. At December 31, 2006 restricted net assets of
subsidiaries, consisting of cash segregated under federal and other regulations
described in Note B and net capital requirements described in Note F were
approximately 5 percent of consolidated net assets. While we understand that
this may not be a material risk to the Company at this point or in the past, it
is a risk the Company monitors and feels should be disclosed to the reader. Additionally,
on April 2, 2007 the Company completed its acquisition of First Service
Financial Company. This bank subsidiary is subject to various regulatory
capital requirements including the requirement to meet minimum net capital
requirements. As such, the Company's restricted assets will increase.

Legal
Reserves, page33

5.         We
note the disclosures here and on pages 12 and 57 regarding legal costs. In
future filings (including forms 10-Q), please disclose whether such costs have
materially impacted operating results in any of the periods presents. Absent
such disclosure, there is concern that investors cannot fully assess the
materiality of this risk and whether management's related critical accounting
estimates have been accurate in the past. See Section 501.14 of the Financial
Reporting Codification.

4

Management's
Response:

The Company will disclose in future
filings whether or not there was a material impact to operating results for any
period presented as a result of recording reserves for legal claims. Specifically,
in the Company's Quarterly Report on Form 10-Q for the period ended September
30, 2007 the Company has added this disclosure to Note D Legal Proceedings and
to Part II, Item 1 Legal Proceedings.

Reserve for
Doubtful Receivables, page 34

6.         In
future filings (including forms 10-Q), please quantify the portion of the asset
balance that is receivable from former employees. Absent such clarification, an
investor cannot assess the extent to which the reserve covers the amounts due
from former employees. We also note the significant increase in the Balance
Sheet account through 6/30/07 and the material difference in recoverability
risk between amounts due from current and from former employees.

Management's
Response:

The Company will disclose in future filings the balance of
loans and advances to investment executives and other employees that relates to
employees no longer employed by the Company. Specifically, in the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 2007, the
Company has disclosed these balances in Note A Loans and Advances.

Consolidated
Statement of Cash Flows, page 44

7.         Please
tell us how you determined it was appropriate to record changes in your drafts
payable account as an operating activity. Please include an analysis of
paragraphs 18-20 of SFAS 95.

Management's
Response:

Drafts payable represent outstanding checks and electronic
transfers that have not yet been presented for payment at the bank and
therefore represent a book overdraft. As permitted by AICPA Technical Practice
Aid, "Presentation of Cash Overdraft on Statement of Cash Flows", it
is the Company's accounting policy to present this in the statement of cash
flows as an operating activity.

We have reviewed paragraphs 18-20 of SFAS 95 and believe
that the Company is properly reflecting securities sold, not yet purchased as
an operating activity for the reasons stated previously.

5

8.         Please
tell us how you determined that classification of "securities sold, not
yet purchased" as an operating activity is consistent with the apparent
financing nature of such transactions. Please include an analysis of paragraphs
18-20 of SFAS 95.

Management's
Response:

As part of its normal brokerage activities, the Company may
sell securities not yet purchased. Securities sold, but not yet purchased
represent obligations of the Company to deliver the specified security at the
contracted price and thereby creating a liability to repurchase the security in
the market at prevailing prices. In presenting these transactions in the
statement of cash flows, the Company follows the guidance provided by the AICPA
Audit and Accounting Guide, "Brokers and Dealers in Securities" which
states that "Broker-dealers report their trading securities activities in
the operating section of the statement of cash flows. This presentation is
appropriate for the securities industry because, unlike other industries,
broker-dealers' business is to acquire and finance securities."

We have reviewed paragraphs 18-20 of SFAS 95 and believe
that the Company is properly reflecting securities sold, not yet purchased as
an operating activity for the reasons stated previously.

9.         In
future filings, please revise the "investments" accounting policy
disclosure to clearly explain why all such transactions are classified as
investing activities instead of as operating activities. The basis for the difference
in presentation, compared to "securities owned", may not be clear to
readers given the substantial turnover in the "investments"
portfolio.

Management's
Response:

The Company will expand its discussion of its investment
accounting policy disclosure in future filings to indicate that investments
represent investments not included in the Company's broker dealer trading
inventory and represent the acquiring and disposing of debt or equity
instruments for the Company's benefit. Specifically, for the Quarterly Report
on Form 10-Q for the period ended September 30, 2007, the Company has included
its accounting policies for security transactions, fair value,
available-for-sale securities, and i