SecProbe.io

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 November 17, 2025

James Marischen
Chief Financial Officer
Stifel Financial Corp.
501 North Broadway
St. Louis, MO 63102

 Re: Stifel Financial Corp.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-09305
Dear James Marischen:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
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 Via EDGAR
 October 7, 2025 U.S, Securities and Exchange Commission
 Division of Corporation Finance Office of Finance
 100 F Street, N.E. Washington, D.C. 20549
 Attn: John Spitz and Michael Volley RE: Stifel Financial
Corp. Form 10-K for Fiscal Year Ended December 31, 2024
 Form 8-K, filed July 30, 2025
 File No. 001-09305
 Dear Messrs. Spitz and Volley: This letter sets forth the
responses of Stifel Financial Corp. (the “Company,” “we,” “us” or similar terms) to the comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in the Staff’s letter dated August 29, 2025. For your convenience, the text of the Staff’s comments is set forth in italics
below, followed in each case by our response. Form 10-K for Fiscal Year Ended December 31, 2024
 IV. Deposits, page 48

 1.
 Please revise your future filings to disclose the information required by Item 1406(e) and (f) of
Regulation S-K, the extent material. Response:
 In response to the Staff’s comment, we acknowledge the requirements of Item 1406 of Regulation
 S-K and, to the extent material, will include the information required by Item 1406(e) and (f) of Regulation S-K in our Annual Report on Form 10-K for the fiscal year ending December 31, 2025 and subsequent filings. Note 25 – Income Taxes, page
120

 2.
 We note your disclosure of $57 million in NOL’s and your recognition of a deferred tax asset
valuation allowance of $57 million at December 31, 2024. We also note your disclosure about your “ability to carry back certain tax attributes against prior year taxable income for tax years before 2024 and to carry forward net
operating losses indefinitely after 2024, and expectations of future taxable income, which is supported by a history of cumulative income.” Please tell us in detail and revise your future filings, here or in the MD&A, to provide additional
information regarding the specific component(s) to which the material amount of deferred tax asset valuation allowance relates and clarify the negative evidence considered under ASC
 740-10-30 which resulted in the recognition of a deferred tax asset valuation allowance. Further, disclose the portion of the NOL’s that do not require a valuation
allowance if material.

 Response:
 The material amount of the deferred tax asset valuation allowance relates to the net operating loss carryforwards in our foreign jurisdictions,
primarily in the UK, Germany, and Canada. These foreign net operating loss carryforwards total $46 million of the deferred tax asset valuation allowance at December 31, 2024. The negative evidence considered was the three-year cumulative
loss analysis at the entity and jurisdictional level. We could not identify enough positive evidence, through forecasts, the reversal of deferred tax liabilities, or tax planning strategies to overcome the negative evidence from the three-year
cumulative loss. In addition, $6 million of the deferred tax asset valuation allowance relates to other foreign components of the
deferred tax asset at December 31, 2024, primarily deferred compensation from restricted stock units and cash debentures. The negative evidence considered here was the three-year cumulative loss analysis as well.
 We have an additional $5 million federal and state net operating loss carryforwards included in the deferred tax asset valuation allowance
at December 31, 2024. The negative evidence considered for these domestic loss carryforwards included a significant loss utilization limit under IRC Section 382 that will restrict the use of the net operating loss carryforwards before they
expire and a three-year cumulative loss analysis for a separate entity filing state returns. We have approximately $5.8 million of
net operating loss carryforwards that do not require a valuation allowance at December 31, 2024. In response to the Staff’s
comment, we will revise our future filings starting with our Annual Report on Form 10-K for the year ended December 31, 2025, in either the footnotes to the audited financial statements or in MD&A, to
provide additional information regarding the specific component(s) to which the material amount of deferred tax asset valuation allowance relates and clarify the negative evidence considered under ASC 740-10-30 which resulted in the recognition of a deferred tax asset valuation allowance. In addition, to the extent material, we will revise future filings starting with our Annual Report on Form 10-K for the year ended December 31, 2025, to disclose the portion of the NOL’s that do not require a valuation allowance.
 Form 8-K, filed July 30, 2025
 Exhibit 99.2, page 4

 3.
 We note disclosure on page 4 of your “Non-GAAP Consolidated
Results of Operations” which represents a full income statement of non-GAAP measures. Please revise your future filings to remove the presentation of your full
 non-GAAP income statement. Refer to Question 102.10(a) of the Non-GAAP Compliance and Disclosure Interpretations for guidance.
 Response: In response to
the Staff’s comment, we will revise our future filings to remove the presentation of our full non-GAAP income statement starting with the Quarterly Financial Supplement for the quarter ended
September 30, 2025 that will be included as Exhibit 99.2 to our Current Report on Form 8-K, and in other applicable future filings.

 4.
 While you label certain groups of information as non-GAAP, we note
your non-GAAP financial measures have the same line-item names as the related GAAP financial measure (e.g., net revenues, earnings per diluted common share, etc.). Please revise the description of each non-GAAP financial measure in future filings to use a different line-item name, for example, adjusted net revenues, adjusted earnings per diluted common share, etc. Refer to Question 100.05 of the Non-GAAP Compliance and Disclosure Interpretations for guidance. Response:
 In response to the Staff’s comment, we will update our future filings to revise the description of each non-GAAP financial measure using a different line-item name, for example, adjusted net revenues, adjusted net income. adjusted earnings per diluted common share, adjusted earnings per diluted common share available
to common shareholders, etc., starting with the Quarterly Financial Supplement for the quarter ended September 30, 2025 that will be included as Exhibit 99.2 to our Current Report on Form 8-K, and in
other applicable future filings. ***** In
responding to the Staff’s comments, the Company acknowledges that it and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.
 If you have any questions or comments regarding the above information, please do not hesitate to contact me at (314)
 342-7452. Sincerely,

 /s/ James M. Marischen

 James M. Marischen

 Chief Financial Officer

 (Principal Financial Officer)

 cc:
 Ronald J. Kruszewski, Chairman and Chief Executive Officer
 Mark P. Fisher , Senior Vice President and General Counsel

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<TEXT>
 August 29, 2025

James Marischen
Chief Financial Officer
Stifel Financial Corp.
501 North Broadway
St. Louis, MO 63102

 Re: Stifel Financial Corp.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 8-K, filed July 30, 2025
 File No. 001-09305
Dear James Marischen:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
IV. Deposits, page 48

1. Please revise your future filings to disclose the information required
by Item 1406(e)
 and (f) of Regulation S-K, to the extent material.
Note 25 - Income Taxes, page 120

2. We note your disclosure of $57 million in NOL s and your recognition
of a deferred
 tax asset valuation allowance of $57 million at December 31, 2024. We
also note your
 disclosure about your ability to carry back certain tax attributes
against prior year
 taxable income for tax years before 2024 and to carry forward net
operating losses
 indefinitely after 2024, and expectations of future taxable income,
which is supported
 by a history of cumulative income. Please tell us in detail and
revise your future
 filings, here or in the MD&A, to provide additional information
regarding the specific
 component(s) to which the material amount of deferred tax asset
valuation allowance
 relates and clarify the negative evidence considered under ASC 740-10-30
which
 August 29, 2025
Page 2

 resulted in the recognition of a deferred tax asset valuation allowance.
Further,
 disclose the portion of NOL s that do not require a valuation
allowance, if material.
Form 8-K, filed July 30, 2025
Exhibit 99.2, page 4

3. We note disclosure on page 4 of your Non-GAAP Consolidated Results of
 Operations which represents a full income statement of non-GAAP
measures. Please
 revise your future filings to remove the presentation of your full
non-GAAP income
 statement. Refer to Question 102.10(a) of the Non-GAAP Compliance and
Disclosure
 Interpretations for guidance.
4. While you label certain groups of information as non-GAAP, we note your
non-
 GAAP financial measures have the same line-item names as the related
GAAP
 financial measure (e.g., net revenues, earnings per diluted common
share, etc.). Please
 revise the description of each non-GAAP financial measure in future
filings to use a
 different line-item name, for example, adjusted net revenues, adjusted
earnings per
 diluted common share, etc. Refer to Question 100.05 of the Non-GAAP
Compliance
 and Disclosure Interpretations for guidance.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact John Spitz at 202-551-3484 or Michael Volley at
202-551-3437 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

July 11, 2019
Ronald J. Kruszewski
Chief Executive Officer
Stifel Financial Corp.
501 North Broadway
St. Louis, Missouri 63102-2188
Re:Stifel Financial Corp.
Form 10-K for the fiscal year ended December 31, 2018
Filed February 20, 2019
File No. 001-09305
Dear Mr. Kruszewski:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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CORRESP

 Via EDGAR (Correspondence)

July 3, 2019

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Financial Services

 Washington, D.C. 20549

RE:
 Stifel Financial Corp.

 Form 10-K for the Fiscal Year Ended December 31, 2018

 Filed February 20, 2019

 File No. 001-09305

Dear Ms. Miller and Mr. Nolan:

 This letter sets forth
the responses of Stifel Financial Corp. (the “Company,” “we,” “us” or similar terms) to the comments by the staff of the Securities and Exchange Commission (the “Staff”) contained in the comment letter dated
June 27, 2019.

 For the Staff’s convenience, the text of the Staff’s comments is set forth in italics below, followed in each case by our
response in plain text.

 Form 10-K for the Fiscal Year Ended December 31, 2018

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

Results of Operations – Global Wealth Management, page 39

1.
 We note your response to our comment and that you do not utilize comprehensive rollforward information for fee-based assets to manage your business as substantially all of the asset management fees you earn are calculated based on
point-in-time balances as of the end of the previous quarter and that in addition, the current infrastructure, which supports the administration of your assets in fee-based accounts, is not a centralized platform and does not provide this information. We also note your risk factor on page 17, that fee revenue is impacted by AUM balances, including net inflows/outflows of
client assets and market values and that below-market investment performance by your funds and portfolio managers could result in a loss of managed accounts. Please address the following:

•

 Disclose, in future filings, how you manage the risk(s) of your decentralized investment advisory platform,
considering also the potential impact to fee revenues or add a risk factor to address how your decentralized platform impacts your ability to track total client asset activity and the related financial statement risks; and

Response:

 In response to
the Staff’s comment, we will revise our discussion of our asset management and service fee revenue line, including the structure of this key revenue stream and how we manage the risk(s) of our decentralized investment advisory platform,
starting with our Quarterly Report on Form 10-Q for the period ended June 30, 2019, and in other applicable future filings.

•

 Disclose, in future filings, in your Global Wealth Management segment discussion, the number of underlying
accounts for both total client assets managed (AUM) and fee-based assets, consistent with the disclosure in your investor presentations to support asset management and service fees recognized for the periods
presented. Refer to Item 303 of Regulation S-K.

 Response:

In response to the Staff’s comment, we will revise our discussion of our Global Wealth Management segment to include the number of
underlying accounts for both total client assets and fee-based client assets consistent with our disclosure of client assets in other public documents starting with our Quarterly Report on Form 10-Q for the period ended June 30, 2019, and in other applicable future filings.

 If you have any questions or
comments regarding the above information, please do not hesitate to call me at (314) 342-7452 or email me at marischenj@stifel.com.

Sincerely,

/s/ James M. Marischen

James M. Marischen

 Chief Financial Officer

 (Principal
Financial Officer)

June 27, 2019
Ronald J. Kruszewski
Chief Executive Officer
Stifel Financial Corp.
501 North Broadway
St. Louis, Missouri 63102-2188
Re:Stifel Financial Corp.
Form 10-K for the fiscal year ended December 31, 2018
Filed February 20, 2019
File No. 001-09305
Dear Mr. Kruszewski:
            We have reviewed your June 13, 2019 response to our comment letter and have the
following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 8, 2019 letter.

Form 10-K for the fiscal year ended December 31, 2018
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations - Global Wealth Management, page 39
1.We note your response to our comment and that you do not utilize comprehensive
rollforward information for fee-based assets to manage your business as substantially all
of the asset management fees you earn are calculated based on point-in-time balances as
of the end of the previous quarter and that in addition, the current infrastructure, which
supports the administration of your assets in fee-based accounts, is not a centralized
platform and does not provide this information.   We also note your risk factor on page 17,
that fee revenue is impacted by AUM balances, including net inflows/outflows of client

 FirstName LastNameRonald J.  Kruszewski
 Comapany NameStifel Financial Corp.
 June 27, 2019 Page 2
 FirstName LastName
Ronald J.  Kruszewski
Stifel Financial Corp.
June 27, 2019
Page 2
assets and market values and that below-market investment performance by your funds
and portfolio managers could result in a loss of managed accounts.  Please address the
following:

•Disclose, in future filings, how you manage the risk(s) of your decentralized
investment advisory platform, considering also the potential impact to fee revenues or
add a risk factor to address how your decentralized platform impacts your ability to
track total client asset activity and the related financial statement risks; and
•Disclose, in future filings, in your Global Wealth Management segment discussion, the
number of underlying accounts for both total client assets managed (AUM) and fee-
based assets, consistent with the disclosure in your investor presentations to support
asset management and service fees recognized for the periods presented.  Refer to Item
303 of Regulation S-K.
            You may contact Michelle Miller at 202-551-3368 or John Nolan at 202-551-3492 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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CORRESP

 Via EDGAR (Correspondence)

June 13, 2019

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Financial Services

 Washington, D.C. 20549

RE:
 Stifel Financial Corp.

 Form 10-K for the Fiscal Year Ended December 31, 2018

 Filed February 20, 2019

 File No. 001-09305

Dear Ms. Miller and Mr. Nolan:

 This letter sets
forth the responses of Stifel Financial Corp. (the “Company,” “we,” “us” or similar terms) to the comments by the staff of the Securities and Exchange Commission (the “Staff”) contained in the comment letter
dated May 8, 2019 with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2018.

For the Staff’s convenience, the text of the Staff’s comments is set forth in italics below, followed in each case by our response in plain text.

 Form 10-K for the Fiscal Year Ended December 31, 2018

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations – Global Wealth Management, page 39

1.
 We note that revenues generated from asset management and service fees were 25.2% of total revenues in 2018
and that your revenue growth for the year was attributable to growth in asset management and service fees. Given the significance of this revenue stream, please revise future filings to provide a rollforward of assets under management (AUM) showing
the beginning balance, gross inflows, gross outflows and market appreciation/depreciation to arrive at an ending AUM balance. Additionally, to the extent fee levels vary significantly by AUM product type (fixed income, equities, etc.), please
disaggregate the AUM rollforward by the different products.

 Response:

Please be advised that a significant part of our asset management and service fee revenues are derived from investment advisory fees that are
charged based on the value of assets in fee-based accounts. Fees are charged in advance based on fixed rates applied to the value of the customers’ account at the end of the previous quarter.

Management does not currently utilize comprehensive rollforward information for fee-based assets to
manage our business as substantially all of the asset management fees we earn on such assets are calculated based on point-in-time balances as of the end of the previous
quarter. In addition, the current infrastructure, which supports the administration of our assets in fee-based accounts, is not a centralized platform and does not provide this information.

 The Company included in its Annual Report on Form
10-K for the year ended December 31, 2018 the value of assets in its fee-based accounts, which management believes is a primary factor in the growth of this revenue
stream. In future filings, the Company will continue to provide this quantitative information.

 The Company will also provide other
enhanced quantitative or qualitative information in future filings to the extent it determines such additional information explains changes in certain aspects of the Company’s results of operations or is otherwise meaningful to investors.

Notes to Consolidated Financial Statements

Consolidation Policies, page 80

2.
 In your consolidation policy you reference ASU 2010-10;
Consolidation, Amendments for Certain Investment Funds with regard to entities eligible for the deferral and in Note 28. Variable Interest Entities on page 130, you state that for certain other entities you review other relevant accounting guidance,
which states that the general partner in a limited partnership is presumed to control the limited partnership. Tell us and revise your disclosures accordingly, as to how these provisions comply with ASC 810 and the issuance of ASU 2015-02; Amendments to the Consolidation Analysis.

 Response:

We have investments or interests in other entities for which we must evaluate whether to consolidate by determining whether we have a
controlling financial interest or are considered to be the primary beneficiary. Under our current consolidation policy, which complies with the provisions of ASC 810 as amended by ASU 2015-02, we consolidate
those entities where we have the power to direct the activities of the entity that most significantly impact the entity’s economic performance and the obligation to absorb losses of the entity or the rights to receive benefits from the entity
that could potentially be significant to the entity.

 We determine whether we are the primary beneficiary of a variable interest entity
(“VIE”) by performing an analysis of the VIE’s control structure, expected benefits and losses, and expected residual returns. This analysis includes a review of, among other factors, the VIE’s capital structure, contractual
terms, which interests create or absorb benefits or losses, variability, related party relationships, and the design of the VIE. We reassess our evaluation of whether an entity is a VIE when certain reconsideration events occur. We reassess our
determination of whether we are the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances.

 In
response to the Staff’s comment, we will revise our consolidation policies and variable interest entity footnote to reflect the above and remove references to the guidance under ASU 2010-10 starting with
our Quarterly Report on Form 10-Q for the period ended June 30, 2019, and in other applicable future filings.

If you have any questions or comments regarding the above information, please do not hesitate to call me at (314)
342-7452 or email me at marischenj@stifel.com.

Sincerely,

/s/ James M. Marischen

James M. Marischen

Chief Financial Officer

(Principal Financial Officer)

May 8, 2019
Ronald J. Kruszewski
Chief Executive Officer
Stifel Financial Corp.
501 North Broadway
St. Louis, Missouri 63102-2188
Re:Stifel Financial Corp.
Form 10-K for the fiscal year ended December 31, 2018
Filed February 20, 2019
File No. 001-09305
Dear Mr. Kruszewski:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2018
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations - Global Wealth Management, page 39
1.We note that revenues generated from asset management and service fees were  25.2% of
total revenues in 2018 and that your revenue growth for the year was attributable to
growth in asset management and service fees.  Given the significance of this revenue
stream, please revise future filings to provide a rollforward of assets under management
(AUM) showing the beginning balance, gross inflows, gross outflows and market
appreciation/depreciation to arrive at an ending AUM balance.   Additionally, to the
extent fee levels vary significantly by AUM product type (fixed income, equities, etc.),
please disaggregate the AUM rollforward by the different products.

 FirstName LastNameRonald J.  Kruszewski
 Comapany NameStifel Financial Corp.
 May 8, 2019 Page 2
 FirstName LastName
Ronald J.  Kruszewski
Stifel Financial Corp.
May 8, 2019
Page 2
Notes to the Consolidated Financial Statements
Consolidation Policies, page 80
2.In your consolidation policy you reference ASU 2010-10; Consolidation, Amendments for
Certain Investment Funds with regard to entities eligible for the deferral and in Note 28.
Variable Interest Entities on page 130, you state that for certain other entities you review
other relevant accounting guidance, which states that the general partner in a limited
partnership is presumed to control the limited partnership.  Tell us and revise your
disclosures accordingly, as to how these provisions comply with ASC 810 and the
issuance of ASU 2015-02; Amendments to the Consolidation Analysis.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Michelle Miller at 202-551-3368 or John Nolan at 202-551-3492 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
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CORRESP

 July 17, 2018

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
Ms. Pamela Long

Assistant Director

Office of Financial Services

Re:
Stifel Financial Corp.

Registration Statement on Form S-4

Filed June 20, 2018

File No. 333- 225729

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Stifel Financial Corp. (the “Company”) hereby requests acceleration of the
effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Eastern Time, on Wednesday, July 18, 2018, or as soon as possible thereafter.

Please contact Robert C. Azarow of Arnold & Porter, counsel to the Company, at (212) 836-7477 or via email at
robert.azarow@arnoldporter.com, as soon as the Registration Statement has been declared effective, or if you have any questions concerning this request.

Very truly yours,

STIFEL FINANCIAL CORP.

By:

/s/ James M. Zemlyak

Name:

James M. Zemlyak

Title:

Co-President & Chief Financial Officer

 STIFEL FINANCIAL CORP.

 ONE
FINANCIAL PLAZA | 501 NORTH BROADWAY | ST. LOUIS, MISSOURI 63102 |
314-342-2000 | WWW.STIFEL.COM

Mail Stop 4720
June 27, 2018

James M. Zemlyak
Co-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  June 20 , 2018
File No. 333-225729

Dear M r. Zemlyak :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rule s 460 and  461 regarding requests for  acceleration .  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

You may contact  Jessica Livingston , Staff Attorney,  at 202-551-3448  with any questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
Assistant Director
Office of Financial Servi ces

CORRESP
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CORRESP

 August 16, 2017

VIA EDGAR and EMAIL

 Mr. Dietrich A.
King

 Assistant Director

 Office of Financial Services

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Stifel Financial Corp.

Registration Statement on Form S-3

Filed August 11, 2017

File No. 333-219926

 Dear Mr. King:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date of the above-captioned
Registration Statement be accelerated so that such Registration Statement will be declared effective at 5:00 p.m., Eastern Daylight Time, on Thursday, August 17, 2017, or as soon thereafter as possible.

Please call Robert J. Endicott at (314) 259-2447 or Todd M. Kaye at (314)
259-2194 if you have any questions or comments. Thank you for your continued assistance.

 Very truly yours,

STIFEL FINANCIAL CORP.

By:

/s/ James M. Zemlyak

Name: James M. Zemlyak

Title: President and Chief Financial Officer

cc:
David Gessert

Mail Stop 4720
August 16 , 2017

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

Re: Stifel Financial Corp.
  Registration Statement on Form S-3
Filed  August 1 1, 2017
  File No.  333-219926

Dear Mr. Zemlyak :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact David Gessert at (202) 551 -2326 with any questions.

Sincerely,

 /s/ Dietrich A. King

Dietrich A. King
Assistant Director
Office of Financial Services

Mail Stop 4720
February 14, 2017

Via Email
Mr. James M. Zemlyak
President and Chief Financial Officer
Stifel Financial Corp.
501 North Broadway
St. Louis, MO  63102 -2188

Re: Stifel  Financial Corp.
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed March 1 , 2016
File No. 00 1-09305

Dear M r. Zemlyak :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy  and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Accounting Branch Chief
Office of Financial Services

CORRESP
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CORRESP

 Via EDGAR (Correspondence)

December 22, 2016

 Mr. Gus Rodriguez

Accounting Branch Chief

 Office of Financial Services

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

RE:
Stifel Financial Corp.

 Form 10-K for the
Fiscal Year Ended December 31, 2015

 Filed March 1, 2016

Form 8-K dated November 2, 2016

File No. 001-09305

Dear Mr. Rodriguez:

 This letter sets forth Stifel
Financial Corp.’s (the “Company,” “we,” “us” or similar terms) responses to the comments by the staff (the “Staff”) of the Commission contained in the Staff’s letter dated December 15, 2016
related to the Company’s disclosures in its Form 8-K filed on November 2, 2016.

 For your convenience,
the text of the Staff’s comments is set forth in italics below, followed in each case by our response.

 Form
8-K filed February 23, 2016

 Exhibit 99.1

1.
In this earnings release you present non-GAAP measures for net revenues, compensation ratio, non-compensation ratio, pre-tax operating
margin, net income, earnings per diluted common share and earnings per diluted common share available to common shareholders. Please revise future filings to include a reconciliation to the most comparable GAAP measure for each non-GAAP measure presented as required by Item 10(e)(1)(i)(B) of Regulation S-K. It appears that you only reconciled the non-GAAP net
income. Please also disclose the reasons the acquisition-related expenses are not representative of the costs of running your on-going business.

Response:

 Please be
advised that, starting with the earnings release for the three month period ended December 31, 2016, the Company will include a reconciliation to the most comparable GAAP measure for each non-GAAP measure
presented. In addition, the Company will disclose the reasons the acquisition-related expenses are not representative of the costs of running its on-going business, starting with the earnings release for the
three month period ended December 31, 2016.

 - 1 -

2.
Please disclose how your GAAP and non-GAAP pre-tax operating margin ratios are calculated and reconcile each measure used to calculate
these percentages.

 Response:

Please be advised that, starting with the earnings release for the three month period ended December 31, 2016, the Company will disclose
how GAAP and non-GAAP pre-tax operating margin ratios are calculated and reconcile each measure used to calculate these percentages.

3.
Please revise future disclosure to include the comparable GAAP compensation ratio and non-compensation ratio in your narrative on page 3. In addition, please clarify if the non-GAAP ratios are calculated using non-GAAP revenue.

Response:

 Please be
advised that, starting with the earnings release for the three month period ended December 31, 2016, the Company will revise its disclosure to include comparable GAAP compensation and non-compensation
ratios, when applicable. Please be advised that the Company’s non-GAAP ratios are calculated using non-GAAP net revenues.

4.
Please confirm that in future filings you will no longer present any historical non-GAAP EPS amounts that exclude duplicative expenses.

Response:

 Please be
advised that the Company will no longer exclude duplicative expenses in its historical non-GAAP EPS.

 - 2 -

 ****

If you have any questions or comments regarding the above information, please do not hesitate to contact me at (314)
342-2228.

Sincerely,

 /s/ James M. Zemlyak

James M. Zemlyak

President and Chief Financial Officer

(Principal Financial Officer)

cc:
Ronald J. Kruszewski, Chairman and Chief Executive Officer

 David M. Minnick, Senior
Vice President and General Counsel

 Mark P. Fisher, Senior Vice President and General Counsel

 - 3 -

Mail Stop 4720
December 15 , 2016

Mr. James M. Zemlyak
President and Chief Financial Officer
Stifel Financial Corp.
501 North Broadway,
St. Louis, MO 63102 -2188

Re: Stifel Financial Corp .
Form 10 -K for the Fiscal Year Ended December 31, 2015
Filed March 1, 2016
Form 8 -K dated  November 2 , 2016
File No. 001-09305

Dear Mr. Zemlyak :

We have review ed your Form 8 -K dated November 2, 2016  and have the following
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 th ese comment s within ten business days by providing the requested
information or advise us as soon as possible when you will res pond.  If you do not believe our
comment s apply  to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comment s, we may have additional comments.

Form 8 -K dated  November 2, 2016
Exhibit 99.1

1. In this earnings release you present non -GAAP measures for net revenues, compensation
ratio, non -compensation ratio, pre -tax operating margin, net income, earnings per diluted
common share and earnings per diluted common share available to common shareholders.
Please revise future filings to include a reconciliation to the most comparable GAAP measure
for each non -GAAP measure presented as required by Item 10(e)(1)(i)(B) of Regulation S -K.
It appears that you only reconciled the non -GAAP net income.  Please als o disclose the
reasons the acquisition -related expenses are not representative of the costs of running your
on-going business.

2. Please disclose how your GAAP and non -GAAP pre -tax operating margin ratios are
calculated and reconcile each measure used to cal culate these percentages.

Mr. James M. Zemlyak
Stifel Financial Corp
December 15 , 2016
Page 2

 3. Please revise future disclosure to include the comparable GAAP compensation ratio and non -
compensation ratio in your narrative on page 3. In addition, please clarify if the non -GAAP
ratios are calculated using non -GAAP revenue.

4. Please confirm that in future filings you will no longer present any historical non -GAAP EPS
amounts that exclude duplicative expenses.

We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.

You may contact Dana Hartz, Senior Staff Accountant , at (202) 551 -4491  or me at (202)
551-3752 with any questions .

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Account ing Branch Chief
Office of Financial Servi ces

CORRESP
1
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CORRESP

 Via EDGAR (Correspondence)

August 11, 2016

 Mr. Gus Rodriguez

Accounting Branch Chief

 Office of Financial Services

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

RE:
Stifel Financial Corp.

 Form 8-K

Filed February 23, 2016

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed March 1, 2016

File No. 001-09305

 Dear
Mr. Rodriguez:

 Stifel Financial Corp. (the “Company”) is submitting this letter in response to the comment communicated by the Staff of
the Securities and Exchange Commission (the “Commission”) during a phone conversation between the Staff and the Company on July 20, 2016 and July 25, 2016, respectively, related to the Company’s disclosures in its Form 8-K
filed on February 23, 2016.

 The Staff’s verbal comments are included in this letter and are followed by the Company’s responses.

Staff Verbal Comment:

 Form 8-K filed
February 23, 2016

 Exhibit 99.1

We believe your full condensed non-GAAP reconciliation is inconsistent with Section 102.10 of the updated Compliance and Disclosure
Interpretation issued on May 17, 2016. Please review this guidance when preparing your next earnings release.

 Response:

 We acknowledge the Staff’s comment and we have revised the Company’s reconciliation of its GAAP to non-GAAP results beginning
with our earnings release for the quarter ended June 30, 2016, filed with the Commission on August 2, 2016. We believe the revised reconciliation of the Company’s GAAP to non-GAAP results is consistent with the guidance in
Section 102.10 of the updated Compliance and Disclosure Interpretation issued on May 17, 2016.

 - 1 -

 Form 8-K filed February 23, 2016

Exhibit 99.1

 We have reviewed your
correspondence dated June 20, 2016 and do not believe it is appropriate to adjust GAAP measures for anticipated synergy acquisition-related expenses. Please revise your non-GAAP disclosure in your next earnings release to exclude these
adjustments. Refer to Section 100.01 of the updated Compliance and Disclosure Interpretation issued on May 17, 2016.

Response:

 We acknowledge
the Staff’s comment and we will revise the Company’s non-GAAP disclosures to exclude these adjustments beginning with the earnings release for the quarter ended September 30, 2016.

 - 2 -

 ****

The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosures in this filing;

•

Staff comments or changes to disclosures 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 federal securities laws of the United States.

If you have any questions or comments regarding the above information, please do not hesitate to contact me at (314) 342-2228.

Sincerely,

 /s/ James M. Zemlyak

James M. Zemlyak

President and Chief Financial Officer

(Principal Financial Officer)

cc:
Ronald J. Kruszewski, Chairman and Chief Executive Officer

 David M. Minnick,
Senior Vice President and General Counsel

 Mark P. Fisher, Senior Vice President and General Counsel

 - 3 -

CORRESP
1
filename1.htm

Response Letter

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

June 20, 2016

 Mr. Gus Rodriguez

Accounting Branch Chief

 Office of Financial Services

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

RE:
Stifel Financial Corp.

 Form 8-K

Filed February 23, 2016

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed March 1, 2016

File No. 001-09305

 Dear
Mr. Rodriguez:

 Stifel Financial Corp. (the “Company”) is submitting this letter in response to the comment communicated by the Staff of
the Securities and Exchange Commission during a phone conversation between the Staff and the Company on June 13, 2016 related to the Company’s disclosures in its Form 8-K filed on February 23, 2016.

We note for the information of the staff that concurrent with the submission of this response letter, confidential treatment of the response included in this
letter is being requested under the Commission’s rules pursuant to the accompanying confidential treatment request.

 In accordance with Rule 83, this
Letter has also been clearly marked with the legend “FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83” and each page is marked for the record with the identifying numbers and code “SF001” through “SF005.” We
have filed a separate letter with the Office of Freedom of Information and Privacy Act (the “FOIA Office”) in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and
Requests.

 The Staff’s verbal comment is included in this letter and is followed by the Company’s response.

 - SF001 -

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

 Staff Verbal Comment:

Form 8-K filed February 23, 2016

 Exhibit 99.1

 We note your response dated June 3, 2016 to our verbal comment issued on May 19, 2016. Please provide us with a
reconciliation for the year ended December 31, 2015 and the three months ended March 31, 2016 in which you reconcile non-GAAP expense adjustments from the respective earnings release non-GAAP reconciliation to the proposed reconciliation
that you provided in your response dated May 6, 2016. For the duplicative expenses, please further break them out by cost synergies and restructuring costs within both the compensation and benefits expense and non-compensation operating expense
categories. Please also provide the stock-based compensation expense, also included in compensation and benefits expense, and the acquisition-related expenses and amortization of intangibles in the non-compensation operating expenses for the periods
requested above.

 For the amount of remaining cumulative non-GAAP integration costs for future periods related to on-going deals at
December 31, 2015, please tell us the break-down by type of future non-GAAP adjustments (i.e. stock-based compensation, duplicative expenses, acquisition-related expenses, amortization of intangibles, etc.). In addition, for the duplicative
expenses please further break them down by cost synergies and restructuring costs.

 [Confidential Treatment requested for this
response. Please note pages SF003 and SF004 are redacted.]

 [****]

 - SF002 -

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

 ****

The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosures in this filing;

•

Staff comments or changes to disclosures 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 federal securities laws of the United States.

If you have any questions or comments regarding the above information, please do not hesitate to contact me at (314) 342-2228.

Sincerely,

 /s/ James M. Zemlyak

James M. Zemlyak

President and Chief Financial Officer

(Principal Financial Officer)

cc:
Ronald J. Kruszewski, Chairman and Chief Executive Officer

 David M. Minnick, Senior
Vice President and General Counsel

 Mark P. Fisher, Senior Vice President and General Counsel

 - SF005 -

CORRESP
1
filename1.htm

CORRESP

 Via EDGAR (Correspondence)

FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

June 3, 2016

 Mr. Gus Rodriguez

Accounting Branch Chief

 Office of Financial Services

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

RE:
Stifel Financial Corp.

 Form 8-K

Filed February 23, 2016

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed March 1, 2016

File No. 001-09305

 Dear
Mr. Rodriguez:

 Stifel Financial Corp. (the “Company”) is submitting this letter in response to the comment communicated by the Staff of
the Securities and Exchange Commission during a phone conversation between the Staff and the Company on May 19, 2016 related to the Company’s disclosures in its Form 8-K filed on February 23, 2016.

We note for the information of the staff that concurrent with the submission of this response letter, confidential treatment of a portion the response
included in this letter is being requested under the Commission’s rules pursuant to the accompanying confidential treatment request.

 In accordance
with Rule 83, this Letter has also been clearly marked with the legend “FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83” and each page is marked for the record with the identifying numbers and code “SF001” through
“SF003.” We have filed a separate letter with the Office of Freedom of Information and Privacy Act (the “FOIA Office”) in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on
Information and Requests.

 The Staff’s verbal comment is included in this letter and is followed by the Company’s response.

 - SF001 -

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

 Staff Verbal Comment:

Form 8-K filed February 23, 2016

 Exhibit 99.1

 Please provide us with more information regarding your non-GAAP adjustments for duplicative expenses. Specify as to whether the
adjustments represent actual restructuring costs resulting from termination of employees or contracts or if they represent synergy cost savings for expenses in which you anticipate no longer incurring in the future once your current contracts,
licenses, or leases expire. In addition, please provide us with the amount of non-GAAP adjustments for duplicative expenses you recognized during fiscal years 2015, 2014 and during the three months ended March 31, 2016 and 2015 and the
cumulative non-GAAP integration costs you expect in future periods for on-going deals as of December 31, 2015.

 [Confidential
Treatment requested for this response.]

 Please be advised that the Company’s non-GAAP adjustments for duplicative expenses
consist of both: 1) restructuring costs resulting from termination of employees or contracts; and 2) cost synergies (savings) for expenses that the Company anticipates will no longer incur in the future once various current contracts, licenses, or
leases expire.

 [****]

Please be advised that the Company’s estimate of cumulative non-GAAP integration costs for future periods related to on-going deals at
December 31, 2015 was $162.5 million.

 - SF002 -

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

 ****

The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosures in this filing;

•

Staff comments or changes to disclosures 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 federal securities laws of the United States.

If you have any questions or comments regarding the above information, please do not hesitate to contact me at (314) 342-2228.

Sincerely,

 /s/ James M. Zemlyak

James M. Zemlyak

President and Chief Financial Officer

(Principal Financial Officer)

cc:
Ronald J. Kruszewski, Chairman and Chief Executive Officer

        David
M. Minnick, Senior Vice President and General Counsel

        Mark
P. Fisher, Senior Vice President and General Counsel

 - SF003 -

CORRESP
1
filename1.htm

CORRESP

 Via EDGAR (Correspondence)

May 16, 2016

 Mr. Gus Rodriguez

Accounting Branch Chief

 Office of Financial Services

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

RE:
Stifel Financial Corp.

Form 8-K

Filed February 23, 2016

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed March 1, 2016

File No. 001-09305

 Dear Mr. Rodriguez:

Stifel Financial Corp. (the “Company”) is submitting this letter in response to the comment communicated by the Staff of the Securities and Exchange
Commission during a phone conversation between the Staff and the Company on May 11, 2016 related to the Company’s disclosures in its Form 10-K for the year ended December 31, 2015. The Staff’s verbal comment is included in this
letter and is followed by the Company’s response.

 Staff Verbal Comment:

Notes to Consolidated Financial Statements

 Note 3
– Acquisitions, page 92

 We note your proposed revised disclosure to clarify that you acquired approximately $600.0 million of bank loans from
Barclays. Please also revise your disclosures throughout the filing, including within your Executive Summary and Liquidity and Capital Resources, and provide us with the revised disclosure. In addition, given the large increases in deposits and
margin loans during 2015 and the impact that these balances have on funding sources and interest income, please provide revised disclosure that describes the increases in these amounts during 2015.

 Response:

In addition to revising Note 3 to the Consolidated Financial Statements, please be advised that the Company will include the following
disclosure related to the acquisition of Barclays’ Wealth and Investment Management, Americas within the “Executive Summary” section in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations of its amended Form 10-K.

 “On December 4, 2015, we completed the purchase of the Barclays’ Wealth and
Investment Management, Americas (“Barclays”), franchise in the U.S. The Company paid purchase consideration that was funded with cash from operations. As part of that transaction, Stifel Bank, a wholly owned subsidiary of the Company,
acquired approximately $600.0 million of bank loans, at fair value, from Barclays. The fair values for those loans were estimated using discounted cash flow analyses using interest rates currently being offered for loans with similar terms.”

 Please be advised that the Company will include the following disclosure related to the increases in deposits and margin loans during
2015 within the “Liquidity and Capital Resources” section in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of its amended Form 10-K:

“On December 4, 2015, we completed the purchase of the Barclays franchise in the U.S., which increased assets approximately $0.7
billion, primarily consisting of bank loans. Subsequent to this transaction, we further increased the Company’s total assets by approximately $1.5 billion in two separate transactions, which consisted of cash from our increased participation in
the Promontory brokered deposit program of approximately $0.6 billion and margin loans of approximately $0.9 billion.

 Subsequent to the
close of the acquisition, the brokered deposits of the former Barclays’ retail brokerage clients were placed into the Promontory broker deposit program, an insured bank deposit sweep program that Stifel currently uses to provide FDIC insurance
for client cash balances. Stifel Bank is a participant in that program and increased its participation in that program by approximately $0.6 billion subsequent to the close of the acquisition. The cash associated with that increased participation
was not directly assumed from Barclays, but rather flowed into Stifel Bank subsequent to the acquisition as part of the daily settlement process for the sweep program.

In addition, subsequent to the close of the purchase of the Barclays franchise, the Company purchased and assumed from Pershing LLC margin
loans and associated client credit balances of the former Barclays’ retail brokerage clients related to financial advisors who joined the Company. The margin loan and associated credit balance transfer was accomplished in a separate transaction
with Pershing LLC, which Barclays utilized to custody their client relationships. The margin loans (approximately $0.9 billion) represent receivables from retail brokerage clients that are collateralized through a pledge of assets maintained in
clients’ brokerage accounts that are subject to daily minimum collateral requirements.”

 ****

The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosures in this filing;

•

Staff comments or changes to disclosures 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 federal securities laws of the United States.

If you have any questions or comments regarding the above information, please do not hesitate to contact me at (314) 342-2228.

Sincerely,

 /s/ James M. Zemlyak

James M. Zemlyak

 President and Chief Financial Officer

 (Principal Financial Officer)

cc:
Ronald J. Kruszewski, Chairman and Chief Executive Officer

David M. Minnick, Senior Vice President and General Counsel

Mark P. Fisher, Senior Vice President and General Counsel

CORRESP
1
filename1.htm

CONFIDENTIAL TREATMENT REQUESTED

 Via EDGAR (Correspondence)

FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

May 6, 2016

 Mr. Gus Rodriguez

Accounting Branch Chief

 Office of Financial Services

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

RE:
Stifel Financial Corp.

 Form 8-K

Filed February 23, 2016

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed March 1, 2016

File No. 001-09305

 Dear
Mr. Rodriguez:

 This letter, together with our revised disclosures included in Appendix No. 1, sets forth Stifel Financial Corp.’s (the
“Company,” “we,” “us” or similar terms) responses to the comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated
April 11, 2016.

 We note for the information of the Staff that, concurrent with the submission of this response letter, confidential treatment of a
portion of the response to comment 7 included in this response letter is being requested under the Commission’s rules pursuant to the accompanying confidential treatment request. Accordingly, this response letter is being filed via hand
delivery and not via EDGAR. A redacted copy has been filed via EDGAR.

 In accordance with Rule 83, this Letter has also been clearly marked with the
legend “FOIA Confidential Treatment Requested Pursuant to Rule 83” and each page is marked for the record with the identifying numbers and code “SF001” through “SF008.” We have filed a separate letter with the Office of
Freedom of Information and Privacy Act (the “FOIA Office”) in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests.

For your convenience, the text of the Staff’s comments is set forth in italics below, followed in each case by our response.

 - SF001 -

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

 Form 8-K filed February 23, 2016

Exhibit 99.1

1.
We note that you present a full GAAP to non-GAAP net income from continuing operations for the three months and year-ended December 31, 2015. We are concerned that the presentation of a full non-GAAP income
statement attaches undue prominence to the non-GAAP information and may give the impression that the non-GAAP income statement represents a comprehensive basis of accounting. Please confirm to us that you will not present non-GAAP consolidated
income statements in future filings. Please refer to Regulation G and Item 10(e) of Regulation S-K. For more guidance, refer to Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations.

Response:

 The Company
acknowledges the Staff’s comment and respectfully advises the Staff that it considered Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations in preparing its disclosure. The Company believes its current
presentation is in compliance with current SEC guidance. The Company notes as an initial matter that the response to Question 102.10 states that it is “generally” not appropriate to provide such information; however it does not prohibit
such information.

 The Company advises the Staff that the format of its reconciliation was not intended to attach undue prominence to the
non-GAAP information but was intended to present the required reconciliation between non-GAAP measures and their most directly comparable GAAP financial measures. Given our recent acquisitions, the Company believes this presentation format provides
investors with a transparent, easy-to-follow means of assessing the financial performance of the combined company.

 In the Form 8-K, the
Company took a number of steps so as not to attach undue prominence to the non-GAAP information. First, the GAAP reported statements of operations were presented before the GAAP to non-GAAP reconciliation, as was the Company’s narrative
discussion of its GAAP financial results. Additionally, the table showing the GAAP to non-GAAP reconciliation was in a section titled “Non-GAAP Financial Measures,” as to make it clear that such information was secondary to the GAAP
information. Finally, the introductory paragraph to the table that reconciles our GAAP to non-GAAP results cautions the reader on the limitations of the non-GAAP data and explicitly states the following language in its explanation of the use of
non-GAAP financial measures “Reference to these non-GAAP measures should not be considered as a substitute for results that are presented in a manner consistent with GAAP.”

Beginning with our first quarter 2016 earnings release, we will revise the lead-in paragraph as follows to further avoid attaching undue
prominence to the non-GAAP information: “The non-GAAP financial information should be considered in addition to, not as a substitute for or as being superior to, operating income, cash flows, or other measures of financial performance prepared
in accordance with GAAP.”

 Given our recent acquisitions and the impact of the related purchase accounting adjustments, we believe
that the disclosures included in the Company’s reconciliation aid users of the Company’s financial statements in understanding the effect of the acquisitions and related integration projects on the Company’s financial results. The
Company believes that it is beneficial to have all the components of non-GAAP results in one summary schedule so as to allow users to easily identify the impact of non-GAAP items on its results of operations and to compare such results to the
Company’s publicly issued guidance. Further, the same non-GAAP information is also provided to

 - SF002 -

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

the Company’s executive management and Board of Directors so they may use it to assess the Company’s consolidated year-over-year performance. Finally, the Company believes that
presenting separate reconciliations, or excluding line items from the current format, may make the analysis more cumbersome for investors. For example, if we no longer prepared the reconciliation in this format, users would likely attempt to compile
it themselves, which we believe would lead to additional confusion and diversity in practice and reduced transparency.

 As a result, we
believe that providing this comprehensive reconciliation is responsive to the needs of the Company’s financial statement users, fulfills the requirements in Regulation G and Item 10(e)(1)(i) of Regulation S-K and is not prohibited by
Question 102.10.

2.
Please tell us what non-GAAP adjustments are being made, as you disclose that the adjustments “primarily exclude acquisition related expenses which management believes are duplicative and will be eliminated,
stock-based compensation and other expenses in which managements’ view are not representative of on-going businesses”. Please provide us proposed revised disclosure that clarifies each adjustment made to arrive at your non-GAAP net income
measure and how each adjustment contributes to the usefulness of the non-GAAP measure.

 Response:

Please be advised that the Company intends to include the following table and disclosure, to the extent applicable, starting with the second
quarter 2016 earnings release to clarify the non-GAAP adjustments and how each adjustment contributes to the usefulness of the non-GAAP measure. The proposed revised disclosure follows:

Three months
ended June 30,
2016

Six months
ended June 30,
2016

 Non-GAAP net income

$

$

 Compensation and benefits:

 Stock-based compensation expense

 Duplicative expenses

 Non-compensation operating expenses:

 Acquisition-related expenses

 Duplicative expenses

 Amortization of intangible assets

 Total adjustments

 GAAP net income

$

$

 Stock-based compensation expense – Upon the closing of the [Company X] acquisition, certain employees were
granted Company restricted stock units as retention awards. There are no continuing service requirements associated with these restricted stock units, and accordingly, they were expensed at date of grant. The Company views the expensing of
restricted stock units related to the acquisition and not representative of the costs of running the Company’s on-going business.

Acquisition-related expenses – Primarily related to charges attributable to integration-related activities, professional fees and legal
costs. These costs were directly related to the acquisition and are not representative of the costs of running the Company’s on-going business.

 - SF003 -

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

 Duplicative expenses – Expenses related to items that will run-off as we integrate the
acquired business into the Company. These expenses included salaries and benefits, rent, licenses and subscriptions. Management considers these a cost of the acquisition and not representative of the costs of running the Company’s on-going
business, therefore, the duplicative costs are included as adjustments to arrive at non-GAAP net income.

 Amortization of intangible assets
– Amortization of intangible assets acquired.

 The Company believes that the charges described above exist as a result of the
consummation of the acquisitions and, therefore, would not recur as part of the future costs to operate the acquired businesses.

3.
You disclose that your adjustments are mainly to remove certain acquisition related expenses. Please tell us why you exclude these acquisition related expenses due to them “not being representative of on-going
businesses.” In this regard, we note that you have completed 10 acquisitions in the past three years and you disclose in your 2015 Form 10-K that acquisitions of businesses has, and will continue to be, a key strategy to achieve growth. Please
tell us whether there were similar charges or gains within the prior two years and how you determined that you are not reasonably likely to have similar charges or gains within two years. Please refer to Regulation G and Item 10(e) of
Regulation S-K.

 Response:

In executing our growth strategy, we take advantage of the consolidation among mid-tier firms, which we believe provides us opportunities in
our global wealth and institutional group segments. We do not create specific growth or business plans for any particular type of acquisition, or focus on specific firms or geographic expansion, nor do we establish quantitative goals, such as
intended numbers of new hires or new office openings. Our corporate strategy has, for several years now, been to be in a position to take advantage of opportunities as they arise, while maintaining sufficient levels of capital. Over the last several
years, we believe we have demonstrated an ability to identify, effect, and integrate attractive acquisition opportunities. We believe the current environment and market dislocation will continue to provide us with the ability to thoughtfully
consider acquisitions on an opportunistic basis.

 While we have completed a number of strategic acquisitions over the past several years,
each acquisition is unique. The Company believes that duplicative costs and stock-based compensation costs directly related to retention, which have historically been described as acquisition-related expenses, were incurred as a direct result of the
consummation of a specific acquisition and, in each case, those expenses will not recur as part of the future costs to operate the acquired businesses. Given our recent acquisitions and the impact of the purchase accounting adjustments, we believe
that the manner in which we present acquisition-related expenses aids users of the Company’s financial statements in better understanding the effect of each particular acquisition and integration on the financial results of the Company’s
on-going operations. Further, the same non-GAAP information is also provided to the Company’s executive management and Board of Directors so that they may use it to assess the Company’s consolidated year-over-year performance.

 - SF004 -

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

 Form 10-K for the Fiscal Year Ended December 31, 2015

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

Year Ended December 31, 2015 Compared with Year Ended December 31, 2014, page 53

4.
You disclose on page 54 that you had an increase in strategic advisory fees of 8.9% in 2015, but you disclose reasons why your investment banking revenues decreased in 2015. Since the advisory fees represent a
significant line of business, please revise to discuss and analyze the reasons for the increase in your strategic advisory fees.

Response:

 Please be
advised that the Company will revise its disclosure in its amended Form 10-K to address the Staff’s comment. Appendix No. 1 sets forth the disclosures the Company intends to file on Amendment No. 1 to our Annual Report on Form 10-K.

5.
You disclose on page 54 that you had a decrease in compensation and benefits expense in 2015, but you disclose reasons why your compensation and benefit expenses increased in 2015. Since compensation and benefit
expenses are material expenses, please revise to discuss and analyze the reasons for the decrease in your compensation and benefits expenses.

Response:

 Please be
advised that the Company will revise its disclosure in its amended Form 10-K to address the Staff’s comment. Appendix No. 1 sets forth the disclosures the Company intends to file on Amendment No. 1 to our Annual Report on Form 10-K.

 Consolidated Financial Statements, pages 77 – 78

6.
Please amend your Form 10-K to remove the unaudited reference to your Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income and Notes to Consolidated Financial Statements. Refer to
Item 8 of Form 10-K. In addition, refer to the second paragraph under Basis of Presentation in Note 1 – Nature of Operations and Basis of Presentation. Please tell us what information you have omitted that you normally include in your
annual consolidated financial statements and why you believe this omission is appropriate.

 Response:

Please be advised that the Company will remove the unaudited reference to our Consolidated Statement of Operations, Consolidated Statements of
Comprehensive Income, and Notes to the Consolidated Financial Statements. The Company will also revise its disclosure in Note 1 – Basis of Presentation. Appendix No. 1 sets forth the disclosures the Company intends to file on Amendment
No. 1 to our Annual Report on Form 10-K.

 - SF005 -

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

 Notes to Consolidated Financial Statements

Note 3 – Acquisitions, page 92

7.
Please provide us revised proposed disclosure that states the total amount of consideration paid for the Barclays’ Wealth and Investment Management, Americas and the Sterne Agee Group, Inc. acquisitions.
Disclose how the acquisitions were funded (e.g. cash, debt or equity). Please include the allocation of the purchase price to the assets acquired and liabilities assumed for each acquisition. In addition, for the Barclays’ acquisition, we note
you determined that the acquisition was not considered to be material. Please provide us your significance test under Rule 3-05 of Regulations S-X.

[Confidential Treatment requested for this response.]

Please be advised that the Company concluded that the Barclays’ Wealth and Investment Management, Americas (“Barclays”)
business was not significant and did not qualify as a material acquisition. Therefore, we did not include the allocation of the purchase price to the assets acquired and liabilities assumed for the acquisition.

Please be advised that the Company concluded that the Sterne Agee Group, Inc. business was not significant and did not qualify as a material
acquisition. Therefore, we did not include the total amount of consideration paid, how the acq

CORRESP
1
filename1.htm

CORRESP

 Via EDGAR (Correspondence)

April 25, 2016

 Mr. Gus Rodriguez, Accounting Branch
Chief

 Office of Financial Services

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

RE:
Stifel Financial Corp.

 Form 8-K

Filed February 23, 2016

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed March 1, 2016

File No. 001-09305

 Dear
Mr. Rodriquez:

 We refer to the comment letter dated April 11, 2016 from the staff of the Division of Corporation Finance of the Securities and
Exchange Commission concerning the Form 8-K of Stifel Financial Corp. filed with the Commission on February 23, 2016 and Form 10-K for the fiscal year ended December 31, 2015 of Stifel Financial Corporation filed with the Commission on
March 1, 2016. In that letter, you requested that we submit our responses to you within 10 business days. While we have made significant progress in preparing our responses to your inquiries, our process is not yet complete. As a result, we
respectively request additional time to complete our responses. We expect to be able to complete our reply no later than Wednesday, May 4, 2016, but hope to have the process completed prior to that date.

Thank you for your consideration. If you have any questions regarding the foregoing, do not hesitate to contact the undersigned at (314) 342-2000.

Sincerely,

 /s/ James M. Zemlyak

James M. Zemlyak

President and Chief Financial Officer

(Principal Financial Officer)

cc:
Ronald J. Kruszewski, Chairman and Chief Executive Officer

David M. Minnick, Senior Vice President and General Counsel

Mark P. Fisher, Senior Vice President and General Counsel

Mail Stop 4720
April 11, 2016

Via E -mail
Mr. James M. Zemlyak
President and Chief Financial Officer
Stifel Financial Corp.
501 North Broadway,
St. Louis, MO 63102 -2188

Re: Stifel  Financial Corp .
 Form 8 -K
Filed  February 23, 2016
Form 10-K for the Fiscal Year Ended December 31, 2015
Filed March 1, 2016
File No. 001-09305

Dear Mr. Zemlyak :

We have limited our review of your filings to the financial statements and related
disclosures and have the following 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 these comments  by amending your Form 10 -K filing and providing the
requested information  within 10 business days or adv ise us as soon as possible when you will
respond.  If you  do not believe our comments apply to your facts and circumstances , 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 8 -K filed February 23, 2016
Exhibit 99.1

1. We note that you present a full GAAP to non -GAAP net income from continuing
operations for the three months and year -ended December 31, 2015. We are concerned
that the presentation of a full non -GAAP income statement attaches undue prominence to
the non -GAAP information and may give the impression that the non -GAAP income
statement represents a comprehensive basis of accounting.  Please confirm to us t hat you
will not present non -GAAP consolidated income statements in future filings.  Please refer
to Regulation G and Item 10(e) of Regulation S -K.  For more guidance, refer to Question
102.10 of the Non -GAAP Compliance and Disclosure Interpretations.

Mr. James M. Zemlyak
Stifel Financial Corp
April 11, 2016
Page 2

 2. Please tell us what non -GAAP adjustments are being made, as you disclose that the
adjustments “primarily exclude acquisition related expenses which management believes
are duplicative and will be eliminated, stock -based compensation and other expenses in
which  managements’ view are not representative of on -going businesses”. Please provide
us proposed revised disclosure that clarifies each adjustment made to arrive at your non -
GAAP net income measure and how each adjustment contributes to the usefulness of the
non-GAAP measure.

3. You disclose that your adjustments are mainly to remove certain acquisition related
expenses.  Please tell us why you exclude these acquisition related expenses due to them
“not being representative of on -going businesses.” In this regar d, we note that you have
completed 10 acquisitions in the past three years and you disclose in your 2015 Form 10 -
K that acquisitions of businesses has, and will continue to be, a key strategy to achieve
growth.  Please tell us whether there were similar ch arges or gains within the prior two
years and how you determined that you are not reasonably likely to have similar charges
or gains within two years.  Please refer to Regulation G and Item 10(e) of Regulation S -
K.

Form 10 -K for the Period Ended December 31, 2015
Management Discussion and Analysis of Financial Condition and Results of Operations
Year Ended December 31, 2015 Compared with Year Ended December 31, 2014, page 53

4. You disclose on page 54 that you had an increase in strategic advisory fees of 8.9% in
2015, but you disclose reasons why your investment banking revenues decreased in 2015.
Since the advisory fees represent a significant line of business, please revise to discuss
and analyze the reasons for the increase in your strategic advisory f ees.

5. You disclose on page 54 that you had a decrease in compensation and benefits expense in
2015, but you disclose reasons why your compensation and benefit expenses increased in
2015.  Since compensation and benefit expenses are material expenses, pleas e revise to
discuss and analyze the reasons for the decrease in your compensation and benefits
expenses.

Consolidated Financial Statements, pages 77 -78

6. Please amend your Form 10 -K to remove the unaudited reference to your Consolidated
Statements of Opera tions, Consolidated Statements of Comprehensive Income and Notes
to Consolidated Financial Statements.  Refer to Item 8 of Form 10 -K.  In addition, refer
to the second paragraph under Basis of Presentation in Note 1 – Nature of Operations and
Basis of Pres entation.  Please tell us what information you have omitted that you
normally include in your annual consolidated financial statements and why you believe
this omission is appropriate.

Mr. James M. Zemlyak
Stifel Financial Corp
April 11, 2016
Page 3

 Notes to Consolidated Financial Statements
Note 3 - Acquisitions, pa ge 92

7. Please provide us revised proposed disclosure that states the total amount of
consideration paid for the Barclays’ Wealth and Investment Management, Americas and
the Sterne Agee Group, Inc. acquisitions.  Disclose how the acquisitions were funded
(e.g. cash, debt or equity).  Please i nclude the allocation of the purchase price to the
assets acquired and liabilities assumed for each acquisition.  In addition, for the Barclays’
acquisition, we note you determined that the acquisition was not considered  to be
material.  Please provide us your significance test under Rule 3 -05 of Regulations S -X.

Note 9 – Bank Loans, page 109

8. Please provide a table with details of the activity in the allowance for loan losses by
portfolio segment for the year ended December 31, 2013, which you refer to, but do not
present in this note.

9. You classified $11.3 million of your loans as special mention and $14.3 million of your
loans as substandard at December 31, 2015.  Please tell us why your special mention and
substan dard loans are substantially in excess of your delinquent loans at December 31,
2015 and why the loans in these categories increased during 2015 .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s 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 disclosure, they are re sponsible 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 disclosur e in the filing s;

 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 s; and

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

You may contact Dana Hartz, Senior Staff Accountant , at (202) 551 -4491 or me at (202)
551-3752 if you have questions regarding comments.

Mr. James M. Zemlyak
Stifel Financial Corp
April 11, 2016
Page 4

 Sincerely,

 /s/ Gus  Rodriguez

Gus Rodriguez
Accounting Branch Chief
Office of Financial Services

July 8, 2015

Via E -mail
James M. Zemlyak
President, Chief Financial Officer, and Director
Stifel Financial Corp.
501 North Broadway
St. Louis, Missouri 63102

Re: Stifel Financial Corp.
Form 10-K for the Fiscal Year Ended December 31, 2014
Filed March 2, 2015
File No. 001-09305

Dear Mr. Zemlyak :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 Un ited States.  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 Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin W. Vaughn for

Suzanne Hayes
Assistant Director

CORRESP
1
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CORRESP

 Via EDGAR (Correspondence)

July 8, 2015

 Mr. Kevin W. Vaughn

Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 RE: Stifel Financial
Corp.

 Form 10-K for the Fiscal Year Ended December 31, 2014

Filed March 2, 2015

File No. 001-09305

 Dear
Mr. Vaughn:

 We are writing as a follow-up to our letter dated June 26, 2015 regarding our response to the following comment of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated June 11, 2015.

•

We have read your response to comment 5. You have proposed to expand your disclosure in future filings to state “Applying the two-class method of computing earnings per share would not differ materially from our
computation of basic earnings per share.” It is not appropriate to have a stated accounting policy that does not comply with GAAP. Please revise your proposed disclosure accordingly.

As disclosed in our letter dated May 22, 2015, RSUs issued to our non-employee directors, which represent a small portion of our stock-based awards,
contain non-forfeitable rights to dividends or dividend equivalents and are considered to be participating securities. The impact of applying the two-class method to the calculation of earnings per share as a result of these participating securities
results in an immaterial difference when compared to the calculation using the treasury stock method. We will continue to analyze the impact that the participating securities have on our calculation of earnings per share under the two-class method
on a quarterly basis.

 ****

If you have any questions or comments regarding the above information, please do not hesitate to contact me at (314) 342-2228.

Sincerely,

/s/ James M. Zemlyak

James M. Zemlyak

President and Chief Financial Officer

(Principal Financial Officer)

cc:
Ronald J. Kruszewski, Chairman and Chief Executive Officer

 David M. Minnick, Senior
Vice President and General Counsel

 Mark P. Fisher, Senior Vice President and General Counsel

CORRESP
1
filename1.htm

Correspondence

 Via EDGAR (Correspondence)

June 26, 2015

 Mr. Kevin W. Vaughn

Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 RE: Stifel Financial
Corp.

 Form 10-K for the Fiscal Year Ended December 31, 2014

Filed March 2, 2015

File No. 001-09305

 Dear
Mr. Vaughn:

 This letter sets forth the responses of Stifel Financial Corp. (the “Company,” “we,” “us” or similar
terms) to the comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated June 11, 2015.

For your convenience, the text of the Staff’s comments is set forth in italics below, followed in each case by our response.

Form 10-K for the Fiscal Year Ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 36

Results of Operations – Global Wealth Management, page 47

Asset Management and Service Fees, page 48

1.
We have read your response to comment 1. As previously requested, and in an effort to provide more fulsome disclosure to your investors, please confirm whether you plan to disclose your assets under management
roll-forward by asset class (i.e. Equity, Fixed income, Money market, Alternative, Hybrid, etc.) in future filings. If you are unable to provide the roll-forward at this or a similar disaggregated level, please tell us why not.

 Response:

The vast majority of the Company’s assets under management (“AUM”) are managed through its Global Wealth Management network by
advisors in local offices throughout the United States with the remainder being managed by the asset management division. The Company’s asset management division is comprised of several affiliated stand-alone asset managers, providing
investment management and services to institutions and individuals across a breadth of asset classes. The Company has grown its AUM both organically and through acquisitions.

 Please be advised that, although we have a well-controlled process to aggregate individual
security positions from the multiple source systems where our client assets are managed, the infrastructure to support our AUM by asset class is not a centralized platform and does not currently allow for the transactional flow reporting necessary
to provide the AUM roll-forward requested in the Staff’s Comment Letter dated June May 8, 2015. However, we recognize that such an AUM roll-forward would provide information useful to both the Company and its shareholders, and therefore
are committed to developing AUM transactional reporting. Accordingly, the Company undertakes to include a roll-forward of its AUM in future filings following our validation of the data and controls surrounding the new processes being implemented to
facilitate AUM transactional reporting. In the meantime, the Company undertakes to provide additional disclosure regarding the drivers of changes in AUM over comparable periods in its periodic reports under the Exchange Act, beginning with the
Company Quarterly Report on Form 10-Q for the period ended June 30, 2015.

 III. Loan Portfolio, page 58

2.
We have read your response to comment 2. Please confirm to us that you will revise your disclosure in future filings to quantify the amount of your potential problem loans.

Response:

 In response to
the Staff’s comment, we will include the potential problem loans starting with our Annual Report on Form 10-K for the year ended December 31, 2015.

Item 8. Financial Statements and Supplementary Data, page 86

Notes to Consolidated Financial Statements, page 97

Note 9 – Bank Loans, page 137

3.
We have read your response to comment 3. In Appendix A of your proposed response, your description of your risk ratings: pass, “special mention”, substandard, and doubtful, does not correspond to the
tabular presentation that presents your loan portfolio by risk category: pass, “watch”, substandard, and doubtful. Please advise us on the discrepancy between special mention and watch, or revise your disclosure accordingly.

 Response:

Please be advised that the tabular presentation included in Appendix A of our proposed response was inadvertently mislabeled. Our current risk
ratings are pass, special mention, substandard, and doubtful. We will include the proposed disclosure included in Appendix A of our letter dated June 22, 2015, with the tabular presentation updated, starting with our Quarterly Report on Form
10-Q for the period ended June 30, 2015, and in other applicable future filings.

 Note 26 – Earnings per Share (“EPS”), page 149

4.
We have read your response to comment 5. You have proposed to expand your disclosure in future filings to state “Applying the two-class method of computing earnings per share would not differ materially from our
computation of basic earnings per share.” It is not appropriate to have a stated accounting policy that does not comply with GAAP. Please revise your proposed disclosure accordingly.

Response:

 Please be
advised that we will include the following additional disclosure, to the extent applicable, starting with our Quarterly Report on Form 10-Q for the period ended June 30, 2015, and in future filings, as applicable:

“The holders of unvested restricted awards have forfeitable rights to dividends or dividend equivalents and therefore, such unvested
awards do not qualify as participating securities. Restricted awards issued to our non-employee directors contain non-forfeitable rights to dividend or dividend equivalents and therefore, qualify as participating securities.

As such, they must be included in the computation of earnings per share pursuant to the two-class method. Under the two-class method, a portion
of net income is allocated to participating securities and, therefore, is excluded from the calculation of earnings per share allocated to common shares. The calculation of basic and diluted earnings per share pursuant to the two-class method
results in an immaterial difference from the amounts displayed in the consolidated statements of operations.”

 ****

If you have any questions or comments regarding the above information, please do not hesitate to contact me at (314) 342-2228.

Sincerely,

 /s/ James M. Zemlyak

James M. Zemlyak

President and Chief Financial Officer

(Principal Financial Officer)

cc:
Ronald J. Kruszewski, Chairman and Chief Executive Officer

 David M. Minnick, Senior
Vice President and General Counsel

 Mark P. Fisher, Senior Vice President and General Counsel

June 11 , 2015

Via E -mail
Ronald J. Kruszewski
President, Chief Financial Officer, and Director
Stifel Financial Corp.
501 North Broadway
St. Louis, Missouri 63102

Re: Stifel Financial Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Response  Dated  May 22, 2015
File No. 001 -09305

Dear Mr. Kruszewski :

We have reviewed  your May 22, 2015 response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better unders tand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible  when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our May 8, 2015
letter .

Item 7.  Management’s Discussion and Analysis of Financial Condition and the Results of
Operations, page 36

Results of Operations – Global Wealth Management, page 47

Asset Management and Service Fees, page 48

1. We have read your response to comment 1.  As previously requested, and in an effort to
provide more fulsome disclosure to your investors, please confirm whether you plan to
disclose your assets under management roll -forward by asset class (i.e. Equity, Fixed
income, Money market , Alternative, Hybrid, etc.) in future filings .  If you are unable to
provide the roll -forward at this or a similar disaggregated level, please tell us why not.

Ronald J. Kruszewski
Stifel Financial Corp.
June 11 , 2015
Page 2

 III. Loan Portfolio, page 58

2. We have read your response to comment 2.  Please confirm to us that you will revise your
disclosure in future filings to quantify the amount of your potential problem loans.

Item 8.  Financial Statements and Supplementary Data, page 86

Notes to Consol idated Financial Statements, page 97

Note 9 – Bank Loans, page 127

3. We have read your response to comment 3.  In Appendix A of your propose d response,
your description of your risk ratings: pass, “special mention”, substandard, and doubtful,
does not correspond to the tabular presentation that presents your loan portfolio by risk
category: pass, “watch”, substandard, and doubtful.  Please advi se us on the discrepancy
between special mention and watch, or revise your disclosure accordingly.

Note 26 – Earnings per Share (“EPS”), page 149

4. We have read your response to comment 5.  You have proposed to expand your
disclosure in future filings to state “Applying the two -class method of computing
earnings per share would not differ materially from our computation of basic earnings per
share.”  It is not appropriate to have a stated accounting policy that does not comply with
GAAP.  Please revise your proposed disclosure accordingly.

You may contact  Jim Dunn  at (202) 551 -3724 or Yolanda Trotter  at (202) 551 -3472  if
you have questions regardin g comments on the financial statements and related matters.

Sincerely,

/s/ Kevin W. Vaughn

 Kevin W. Vaughn
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 Via EDGAR (Correspondence)

May 22, 2015

 Ms. Suzanne Hayes

Assistant Director

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

RE:
Stifel Financial Corp.

 Form 10-K for the Fiscal Year Ended December 31, 2014

 Filed March 2, 2015

File No. 001-09305

 Dear
Ms. Hayes:

 This letter sets forth the responses of Stifel Financial Corp. (the “Company,” “we,” “us” or similar terms)
to the comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated May 8, 2015.

For your convenience, the text of the Staff’s comments is set forth in italics below, followed in each case by our response.

Form 10-K for the Fiscal Year Ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 36

Results of Operations – Global Wealth Management, page 47

Asset Management and Service Fees, page 48

1.
We note that the value of assets in fee-based accounts at December 31, 2014 increased to $34.9 billion from $29.0 billion at December 31, 2013, of which 52.9% is attributable to net inflows and 47.1% is
attributable to market appreciation. You represented in your response letter dated July 12, 2013 that you would include a roll-forward of your assets under management that separately presents gross client inflows, gross client outflows and
market appreciation/depreciation in future filings. Please direct us to where we can find such disclosure or confirm to us that you will provide this disclosure in future filings. Please provide the roll-forward at the asset class level.

 Response:

The following table summarizes the changes in our assets in fee-based accounts for the twelve months ended December 31, 2014 (in
thousands):

 Balance at December 31, 2013

$
29,025,210

 Inflows

4,926,378

 Outflows

(1,800,500
)

 Market appreciation

2,786,298

 Balance at December 31, 2014

$
34,937,386

 In response to the Staff’s comment, we will include a roll-forward of our assets in fee-based accounts
that separately presents gross client inflows, gross client outflows, and market appreciation/depreciation starting with our Quarterly Report on Form 10-Q for the period ended June 30, 2015, and in other applicable future filings.

III. Loan Portfolio, page 58

2.
Please disclose the principal and interest amount of loans 90 days past due and still accruing as well as the amount of potential problem loans. Refer to Item III C.1 and C.2 of Industry Guide 3.

 Response:

Please be advised that there were no loans past due 90 days and still accruing interest at December 31, 2014 and 2013. Potential problem
loans consist of loans that are performing in accordance with contractual terms, but for which we have concerns about the borrower’s ability to comply with repayment terms because of the borrower’s potential financial difficulties. We
monitor these loans closely and review their performance on a regular basis. At December 31, 2014, we had $6.6 million of potential problem loans, which were not included in non-accrual or restructured loans.

Item 8. Financial Statements and Supplementary Data, page 86

Notes to Consolidated Financial Statements, page 97

Note 9 – Bank Loans, page 137

3.
We note that your gross bank loans are a significant portion of your total assets. We also note that certain disclosures required by ASC 310 do not appear to be disclosed within this note. Please expand your
disclosure in future filings to address the following:

•

Provide a discussion of the risk characteristics of each portfolio segment pursuant to ASC 310-10-50-11B(a)(2).

•

Disclose the balance of your allowance for loan losses and the recorded investment in financing receivables by impairment methodology. Refer to ASC 310-10-50-11B(g) through 50-11B(h).

•

We note from your disclosure on page 128 that you use delinquency rates, charge-off rates, and internal risk ratings to assess the credit quality of your loan portfolio. Please disclose the credit quality
information for each class of financing receivable pursuant to ASC 310-10-50-29 and 50-30.

•

Disclose the recorded investment for your financing receivables 90 days past due and still accruing and an aging analysis of the recorded investment in financing receivables that are past due. Refer to ASC
310-10-50-7(b) and 50-7A.

•

Disclose your policy for determining which loans are individually assessed for impairment pursuant to ASC 310-10-50-15(d), as well as the qualitative disclosures for impaired loans pursuant to ASC
310-10-50-15(a) and 50-15(c).

•

Disclose your accounting policy for determining when a troubled debt restructuring (“TDR”) has been granted to a borrower, and provide your impairment policy for TDRs. Revise to present the required
TDR disclosures found at ASC 310-10-50-33 and 50-34.

 Response:

In response to the Staff’s comment, we will include additional disclosures, starting with our Quarterly Report on Form 10-Q for the period
ended June 30, 2015, and in other applicable future filings to:

•

Provide a discussion of the risk characteristics of each portfolio segment pursuant to ASC 310-10-50-11B(a)(2).

•

Disclose the balance of our allowance for loan losses and the recorded investment in financing receivables by impairment methodology pursuant to ASC 310-10-50-11B(g) through 50-11B(h).

•

Disclose the credit quality information for each class of financing receivable pursuant to ASC 310-10-50-29 and 50-30.

•

Disclose the recorded investment for our financing receivables 90 days past due and still accruing and an aging analysis of the recorded investment in financing receivables that are past due pursuant to ASC
310-10-50-7(b) and 50-7A.

•

Disclose our policy for determining which loans are individually assessed for impairment pursuant to ASC 310-10-50-15(d), as well as the qualitative disclosures for impaired loans pursuant to ASC 310-10-50-15(a) and
50-15(c).

•

Disclose our accounting policy for determining when a TDR has been granted to a borrower, and provide our impairment policy for TDRs pursuant to ASC 310-10-50-33 and 50-34.

The revised disclosure is presented in Appendix A hereto.

Note 22 – Employee Incentive, Deferred Compensation, and Retirement Plans, page 141

4.
Revise your disclosure in future filings to discuss the method used and assumptions made in determining the fair value of your equity compensation awards (e.g., stock units, restricted stock, etc.). Refer to ASC
718-10-50-2(f).

 Response:

Please be advised that the fair value of our restricted stock award grants is based on the closing price our common stock on the date of grant
and we have made no other significant assumptions in determining fair value.

 The Company acknowledges the Staff’s comment and will
include the applicable disclosure described in the previous paragraph in future filings to discuss the specific methods used and the assumptions made in determining the fair value of our equity compensation awards in accordance with ASC
718-10-50-2(f).

 Note 26 – Earnings per Share (“EPS”), page 149

5.
Clarify whether your restricted stock, restricted stock units and any other incentive stock award plans earn dividends or dividends equivalents. Please tell us whether the dividends or dividend equivalents credited
to unvested awards are forfeitable and if not, whether the two-class method of computing earnings per share is necessary and would be materially different from your reported EPS. Please refer to ASC 260-10-45-61A.

Response:

 Please be
advised that nearly all of our stock-based awards are in the form of restricted stock units (RSUs). RSU grants to employees contain forfeitable rights to dividends or dividend equivalents, and are subject to forfeiture if the underlying awards do
not vest. Accordingly, these awards are not considered to be participating securities that should be included in our computation of basic earnings per share under the two-class method as stated in ASC 260-10-45-61A.

Please be advised that RSUs issued to our non-employee directors, which represent a small portion of our stock-based awards, contain
non-forfeitable rights to dividends or dividend equivalents and are considered to be participating securities.

 As of December 31,
2014, 2013, and 2012, outstanding RSUs held by our non-employee directors were 204,885, 188,262, and 177,815, respectively, while the average shares outstanding used in the basic computation of earnings per share were 66,472,000, 63,568,000, and
53,563,000, at December 31, 2014, 2013, and 2012, respectively. Based on this, we have determined that applying the two-class method of computing earnings per share is not necessary, as it is not materially different from our reported earnings
per share.

 In future filings, we will include the following additional disclosure, to the extent applicable:

“The holders of unvested restricted awards have forfeitable rights to dividends or dividend equivalents and therefore, such unvested
awards do not qualify as participating securities. Restricted awards issued to our non-employee directors contain non-forfeitable rights to dividend or dividend equivalents and therefore, qualify as participating securities. Applying the two-class
method of computing earnings per share would not differ materially from our computation of basic earnings per share.”

 Item 15.
Exhibits and Financial Statement Schedules

6.
We note the reference on page 155 to your 2007 Incentive Stock Plan, but we are unable to locate a copy of this Plan in your filing. Please direct us to the document, or file it in accordance with
Item 601(b)(10)(iii)(B) of Regulation S-K.

 Response:

The Stifel Financial Corp. 2007 Incentive Stock Plan was filed as Annex I to the Company’s definitive Proxy Statement on Schedule 14A for
the 2007 Annual Meeting of Shareholders filed with the Commission on May 22, 2007. The Company inadvertently omitted reference to this document in the exhibit index included in its Annual Report on Form 10-K for the year ended December 31,
2014 and will, to the extent appropriate, include such reference in the exhibit index in its Annual Report on Form 10-K for the year ended December 31, 2015.

 ****

On behalf of the Company, I acknowledge that:

•

the Company is responsible for the adequacy and accuracy of the disclosures in this filing;

•

Staff comments or changes to disclosures 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 federal securities laws of the United States.

If you have any questions or comments regarding the above information, please do not hesitate to contact me at (314) 342-2228.

Sincerely,

 /s/ James M. Zemlyak

James M. Zemlyak

President and Chief Financial Officer

(Principal Financial Officer)

cc:

Ronald J. Kruszewski, Chairman and Chief Executive Officer

David M. Minnick, Senior Vice President and General Counsel

Mark P. Fisher, Senior Vice President and General Counsel

 Appendix A

NOTE [ ● ] – Bank Loans

 The
following table presents the balance and associated percentage of each major loan category in our loan portfolio at June 30, 2015 and December 31, 2014 (in thousands, except percentages):

June 30, 2015

December 31, 2014

Balance

Percent

Balance

Percent

 Commercial and industrial

$

%

$
896,853

42.4
%

 Consumer 1

758,288

35.8

 Residential real estate

432,646

20.4

 Commercial real estate

15,902

0.8

 Home equity lines of credit

12,945

0.6

 Construction and land

—

—

%

2,116,634

100.0
%

 Unamortized loan discount

(30,533
)

 Unamortized loan fees, net of loan fees

(1,631
)

 Loans in process

1,681

 Allowance for loan losses

(20,731
)

$

$
2,065,420

1
Includes securities-based loans of $[ ● ] million and $732.8 million at June 30, 2015 and December 31, 2014, respectively.

At June 30, 2015 and December 31, 2014, Stifel Bank had loans outstanding to its executive officers, directors, and their affiliates in the amount
of $[ ● ] million and $0.6 million, respectively, and loans outstanding to other Stifel Financial Corp. executive officers, directors, and their affiliates in the amount of $[ ● ] million and $5.3 million, respectively.

At June 30, 2015 and December 31, 2014, we had mortgage loans held for sale of $[ ● ] million and $121.9 million, respectively. For the three
months ended June 30, 2015 and 2014, we recognized gains of $[ ● ] million and $1.7 million, respectively, from the sale of originated loans, net of fees and costs. For the six months ended June 30, 2015 and 2014, we recognized gains
of $[ ● ] million and $2.9 million, respectively, from the sale of originated loans, net of fees and costs.

 The following table details activity in
the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2015 (in thousands).

Three months ended June 30, 2015

Beginning
Balance

Provision

Charge-offs

Recoveries

Ending
Balance

 Commercial and industrial

$

$

$

$

$

 Consumer

 Residential real estate

 Commercial real estate

 Home equity lines of credit

 Construction and land

$

$

$

$

$

Six months ended June 30, 2015

Beginning
Balance

Provision

Charge-offs

Recoveries

Ending
Balance

 Commercial and industrial

$

$

$

$

$

 Consumer

 Residential real estate

 Commercial real estate

 Home equity lines of credit

 Construction and land

$

$

$

$

$

 The following table presents the recorded balances of loans and amount of allowance allocated based upon impairment
method by portfolio segment at June 30, 2015 (in thousands):

Allowance for Loan Losses

Recorded Investment in Loans

Individually
Evaluated for
Impairment

Collectively
Evaluated for
Impairment

Total

Individually
Evaluated for
Impairment

Collectively
Evaluated for
Impairment

Total

 Commercial and industrial

$

$

$

$

$

$

 Consumer

 Residential real estate

 Commercial real estate

 Home equity lines of credit

 Construction and land

 Unallocated

$

$

$

$

$

$

 The following table details activity in the allowance for loan losses by portfolio segment for the three and six months ended
June 30, 2014 (in thousands).

Three months ended June 30, 2014

Beginning
Balance

Provision

Charge-offs

Recoveries

Ending
Balance

 Commercial and industrial

$

$

$

$

$

 Consumer

 Residential real estate

 Commercial real estate

 Home equity lines of credit

 Construction and land

$

$

$

$

$

Six months ended June 30, 2014

Beginning
Balance

Provision

Charge-offs

Recoveries

Ending
Balance

 Commercial and industrial

$

$

$

$

$

 Consumer

 Residential real estate

 Commercial real estate

 Home equity lines of credit

 Construction and land

$

$

$

$

$

 The following table presents the recorded balances of loans and amount of allowance allocated based upon
impairment method by portfolio segment at June 30, 2014 (in thousands):

Allowance for Loan Losses

Recorded Investment in Loans

Individually
Evaluated for
Impairment

Collectively
Evaluated for
Impairment

Total

Individually
Evaluated for
Impairment

Collectively
Evaluated for
Impairment

Total

 Commercial and industrial

$

$

$

$

$

$

 Consumer

 Residential real estate

 Commercial real estate

 Home equity lines of credit

 Construction and land

 Unallocated

$

$

$

$

$

$

 The following table presents the recorded balances of loans and amount of allowance allocated based upon impairment method by
portfolio segment at December 31, 2014 (in thousands):

Allowance for Loan Losses

Recorded Investment in Loans

Individually
Evaluated for
Impairment

Collectively
Evaluated for
Impairment

Total

Individually
Evaluated for
Impairment

Collectively
Evaluated for
Impai

May 8, 2015

Via E -mail
James M. Zemlyak
President, Chief Financial Officer, and Director
Stifel Financial Corp.
501 North Broadway
St. Louis, Missouri 63102

Re: Stifel Financial Corp.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed March 2,  2015
File No. 001 -09305

Dear Mr. Zemlyak :

We have reviewed your filing and have the following 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 these comment s within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing you r response and any amendment you may file in response to these
comments, we may have additional comments.

Item 7.  Management’s Discussion and Analysis of Financial Condition and the Results of
Operations, page 36

Results of Operations –Global Wealth Management, page 47

Asset Management and Service Fees, page 48

1. We note that the value of assets in fee -based accounts at December 31, 2014 increased to
$34.9 billion from $29.0 billion at December 31, 2013, of which 52.9% is attributable t o
net inflows and 47.1% is attributable to market appreciation. You represented in your
response letter dated July 12, 2013 that you would include a roll -forward of your assets
under management that separately presents gross client inflows, gross client ou tflows and
market appreciation/depreciation in future filings.   Please direct us to where we can find
such disclosure or confirm to us that you will provide this disclosure in future
filings.   Please provide the roll -forward at the asset class level.

James M. Zemlyak
Stifel Financial Corp.
May 8, 2015
Page 2

 III. Loan Portfolio, page 58

2. Please disclose the principal and interest amount of loans 90 days past due and still
accruing as well as the amount of potential problem loans.   Refer to Item III C.1 and C.2
of Industry Guide 3.

Item 8.  Financial Statements and Supplementary Data, page 86

Notes to Consolidated Financial Statements, page 97

Note 9 – Bank Loans, page 127

3. We note that your gross bank loans are a significant portion of your total assets.   We also
note that certain disclosures required by ASC 3 10 do not appear to be disclosed within
this note.   Please expand your disclosure in future filings to address the following:
 Provide a discussion of the risk characteristics of each portfolio segment pursuant to
ASC 310 -10-50-11B(a)(2).
 Disclose the balan ce of your allowance for loan losses and the recorded investment in
financing receivables by impairment methodology.   Refer to ASC 310 -10-50-11B(g)
through 50 -11B(h).
 We note from your disclosure on page 128 that you use delinquency rates, charge -off
rates , and internal risk ratings to assess the credit quality of your loan
portfolio.   Please disclose the credit quality information for each class of financing
receivable pursuant to ASC 310 -10-50-29 and 50 -30.
 Disclose the recorded investment for your financing receivables 90 days past due and
still accruing and an aging analysis of the recorded investment in financing
receivables that are past due.   Refer to ASC 310 -10-50-7(b) and 50 -7A.
 Disclose your policy for determining which loans are individually  assessed for
impairment pursuant to ASC 310 -10-50-15(d), as well as the qualitative disclosures
for impaired loans pursuant to ASC 310 -10-50-15(a) and 50 -15(c).
 Disclose your accounting policy for determining when a troubled debt restructuring
(“TDR”) has  been granted to a borrower, and provide your impairment policy for
TDRs.   Revise to present the required TDR disclosures found at ASC 310 -10-50-33
and 50 -34.

Note 22 – Employee Incentive, Deferred Compensation, and Retirement Plans, page 141

4. Revise your  disclosure in future filings to discuss the method used and assumptions made
in determining the fair value of your equity compensation awards (e.g., stock units,
restricted stock, etc.).   Refer to ASC 718 -10-50-2(f).

James M. Zemlyak
Stifel Financial Corp.
May 8, 2015
Page 3

 Note 26 – Earnings per Share (“EPS”),  page 149

5. Clarify  whether your restricted stock, restricted stock units and any other incentive stock
award plans earn dividends or dividends equivalents.   Please tell us whether the dividends
or dividend equivalents credited to unvested awards are forfei table and if not, whether the
two-class method of computing earnings per share is necessary and would be materially
different from your reported EPS. Please refer to ASC 260 -10-45-61A.

Item 15. Exhibits and Financial Statement Schedules

6. We note the refer ence on page 155 to your 2007 Incentive Stock Plan , but we are unable
to locate a copy of this Plan in your filing.  Please direct us to the document, or file it in
accordance with Item 601(b)(10)(iii)(B) of Regulation S -K.

We urge all persons who are re sponsible for the accuracy and adequacy of the disclosure
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 disclosure, 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 compan y 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.

You may contact  Jim Dunn  at (202) 551 -3724 or Yolanda Trotter  at (202) 551 -3472  if
you have questions regarding comments on the financial statements and related matters.  Please
contact  Eric Envall  at (202) 551 -3234  or Alex Ledbetter  at (202) 551 -3317  with any other
questions.

Sincerely,

 /s/ Kevin W. Vaughn for

 Suzanne Hayes
Assistant Director

July 29, 2013

Via E -mail
James M. Zemylak
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. Zemylak :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  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 Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Angela Connell for

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    filename1.htm

Via EDGAR (Correspondence)

July 12, 2013

Stephanie J. Ciboroski

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:  Stifel Financial Corp.

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

Filed March 1, 2013

File No. 001-09305

Dear Ms. Ciboroski:

This letter sets forth the responses of Stifel Financial Corp. (the “Company,” "we," "us" or similar terms) to the comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated June 27, 2013. For your convenience, the text of the Staff’s comments is set forth in italics below, followed in each case by our response.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 34

Net Revenues – Asset management and service fees, page 36

1.

Comment: 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 fluctuations 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.

Response:

Asset management and service fees include advisory fees for fee-based accounts, which are charged based on the value of assets in these accounts at the beginning of a quarter. Asset management and service fees are primarily affected by changes in the balances of client assets in fee-based accounts due to market fluctuations and levels of net new client assets.

In response to the Staff’s comment, in future filings, we will include a roll-forward of our assets in fee-based accounts that separately presents gross client inflows, gross client outflows and market appreciation/depreciation. We request that the prospective treatment of this disclosure begin with our  Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 in order to allow us to ensure the completeness and accuracy of the information.

1

Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies, page 94

Revenue Recognition, page 100

2.

Comment:  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 are classified in your Statement of Operations (e.g. commissions or investment banking advisory fees).

Response:

Revenues generated by our independent contractors who are part of our wholly-owned subsidiary Century Securities Associates, Inc. are classified within the commissions revenue line in our consolidated statement of operations.

·

Clarify whether revenues generated by such independent contractors are presented on a gross or net basis in your Statement of Operations considering the indicators discussed in ASC 605-45-45.

Response:

In our Annual Report on Form 10-K for the year ended December 31, 2013, we will add the following language, in a substantially similar form, to the revenue recognition policy disclosures within our Summary of Significant Accounting Policies footnote: “Commission revenues also include the fees earned by independent contractors. Commissions earned by our independent contractors are shown as revenue on a gross basis, which are included in commissions in the consolidated statements of operations. Amounts paid to the independent contractors are included in compensation and benefits expense in the consolidated statements of operations.”

In our analysis of whether the revenues associated with our independent contractors described above should be presented on a gross or a net basis in our consolidated statement of operations, we evaluated all the indicators specified in ASC 605-45-45. We determined the key indicators in this analysis, based upon its facts and circumstances, to be: the entity that is the primary obligor under the arrangement, and the entity that determines the product or service specification. We concluded that we (through any of our subsidiaries) were the controlling party of the above indicators, therefore we present the revenues generated by our independent contractors on a gross basis.

2

Note 23 – Income Taxes, page 138

3.

Comment: 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.

Response:

In June 2011, we acquired a minority interest in Miller Buckfire & Co. LLC (the “partnership” or “Miller Buckfire”), an investment banking firm. As a result of tax losses incurred by the partnership during the period ended December 20, 2012, a deferred tax liability was created for the difference between the outside tax basis and the book carrying value of our investment in Miller Buckfire. On December 20, 2012, we acquired 100% of the ordinary members’ partnership interests in Miller Buckfire. As of the date of the acquisition, the partnership was terminated for tax purposes.

As a result of the acquisition, the deferred tax liability related to the difference between outside tax basis and book carrying value was reversed. The reversal of this deferred tax liability was a credit to the tax provision. The inside tax basis of the assets of Miller Buckfire was adjusted to be equal to the outside tax basis of our investment immediately prior to the partnership termination.

A comparison of inside tax basis to book carrying value, both of which primarily consisted of goodwill, was made to determine if a deferred tax liability should be reestablished. As a result of the losses incurred by the partnership in 2012, book goodwill was higher than tax goodwill. In accordance with ASC 840-740-25-9, when there is an excess of book goodwill over tax goodwill, as of the acquisition date, no deferred tax liability is recorded for the excess book goodwill. This resulted in a permanent effective tax rate reconciliation item in our rate reconciliation for the year ended December 31, 2012.

4.

Comment: As a related matter, we note that you have recorded a $32.8 million deferred tax liability 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 item.

Response:

In August 2012, we filed a request with the Internal Revenue Service to change the Company’s tax accounting method related to bonus payments. This change was effective for the tax year ending December 31, 2012. Additionally, the Company's bonus accrual for 2012 became fixed and determinable as of December 31, 2012 and therefore was deducted in the 2012 tax year. Under Section 481(a) a taxpayer with a method change resulting in an increase to taxable income is allowed to recognize the inclusion in taxable income over four tax periods. The deferred tax liability of $32.8 million as of December 31, 2012 represents the tax liability related to the remaining taxable income that will be included in our 2013-2015 tax returns.

We will include disclosure along the lines of the foregoing language in future filings, beginning with our Annual Report on Form 10-K for the year ended December 31, 2013.

3

****

On behalf of the Company, I acknowledge that:

·

the Company is responsible for the adequacy and accuracy of the disclosures in this filing;

·

Staff comments or changes to disclosures 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 federal securities laws of the United States.

If you have any questions or comments regarding the above information, please do not hesitate to contact me at (314) 342-2228.

Sincerely,

/s/ James M. Zemlyak

James M. Zemlyak

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

cc:           Ronald J. Kruszewski, Chairman, President and Chief Executive Officer

David M. Minnick, Senior Vice President and General Counsel

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

CORRESP
1
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CORRESP

 January 4, 2013

 VIA EDGAR and FACSIMILE

 Ms. Suzanne Hayes

Assistant Director

 Division of Corporation
Finance

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Stifel Financial Corp. (the “Company”)

Registration Statement on Form S-4

Filed January 4, 2013

File No. 333-185145

 Dear
Ms. Hayes:

 Pursuant to Rule 461 of the General Rules and Regulations of the Securities Act of 1933, as amended, the undersigned
registrant hereby requests that the effectiveness of the above-referenced registration statement be accelerated to January 7, 2013, at 3:00 pm, Eastern Time, or as soon thereafter as practicable.

In addition, the registrant hereby acknowledges that:

•

 should the Securities and Exchange Commission (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 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 and 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.

 Please call Robert J. Endicott at (314) 259-2447 or Todd M.
Kaye at (314) 259-2194 if you have any questions or comments. Thank you for your continued assistance.

Very truly yours,

STIFEL FINANCIAL CORP.

By:

/s/ James M. Zemlyak

Name:

James M. Zemlyak

Title:

Senior Vice President and Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence

 December 20, 2012

 VIA EDGAR and FACSIMILE

 Ms. Suzanne Hayes

Assistant Director

 Division of Corporation
Finance

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Stifel Financial Corp. (the “Company”)

 Registration Statement on Form S-4

 Filed November 26, 2012

 File No. 333-185145 (the “Registration Statement”)

Dear Ms. Hayes:

 We are
writing in response to your letter dated December 11, 2012 (the “Comment Letter”), setting forth comments provided by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the Registration Statement. The discussion below is presented in the order of the numbered comments in the Comment Letter. For your convenience, each of the Company’s responses is preceded with an
italicized recitation of the corresponding comment set forth in the Comment Letter. Concurrently with the submission of this response letter, the Company is filing Amendment No. 1 to the Registration Statement (the “Amendment”)
reflecting the changes requested by the Staff as noted below.

 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 receiving
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
of the retention pool of $17 million and an increase of the merger consideration of approximately $6.9 million.

 United States Securities and Exchange Commission

 December 20, 2012

 Page 2

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 of 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.

 Response:

We carefully considered the applicability of Rule 13e-3 (“Rule 13e-3”) of the Securities and Exchange Act of 1934, as amended,
and the Staff’s guidance in Compliance & Disclosure Interpretations 201.01 and 201.06 and the Staff’s analysis in Section II.D.3 of the Division of Corporation Finance’s Current Issues and Rulemaking Projects Outline dated
November 14, 2000 (the “Outline”). The Company determined (as further described below) that (i) the proposed merger (the “Merger”) among the Company, SFKBW One, Inc., SFKBW Two, LLC and KBW, Inc. (“KBW”) does
not constitute a “Rule 13e-3 transaction” within the meaning of Rule 13e-3, (ii) the Company is not an affiliate of KBW and (iii) the Senior Executive Officers (as defined below) are not affiliates of the Company. Accordingly,
the Company believes that it and the Senior Executive Officers are not Schedule 13E-3 filing persons in connection with the Merger and that Rule 13e-3 is inapplicable to the Merger. As used in this response letter, the term “Senior Executive
Officers” includes Mr. Thomas B. Michaud, Chief Executive Officer, President and Vice Chairman of KBW, Mr. John G. Duffy, Vice Chairman of KBW, Mr. Andrew M. Senchak, Chairman of KBW, Mr. Robert Giambrone, the
Chief Financial and Administrative Officer and Executive Vice President of KBW, and Mr. Mitchell Kleinman, General Counsel, Corporate Secretary and Executive Vice President of KBW.

Rule 13e-3 defines a “Rule 13e-3 transaction,” among other things, as a purchase of any equity security, or tender offer for
any equity security, made by the issuer of such security or by an affiliate of such issuer that has an effect described in Rule 13e-3(a)(3)(ii). The rule defines an “affiliate” of the issuer as a “person that directly or indirectly
through one or more intermediaries controls, is controlled by, or is under common control with such issuer.” The element of “control” that is fundamental to the concept of “affiliate” as defined by Rule 13e-3 is dependent
upon specific facts and circumstances. Based on the analysis below, we do not believe the facts and circumstances related to the Merger lead to the conclusion that the Company is an affiliate of KBW or that the Senior Executive Officers are
affiliates of the Company such that the Merger would constitute a Rule 13e-3 transaction.

 First, the Company does not believe
that it is an affiliate of KBW. The Company does not (i) hold any KBW equity securities, (ii) have any representation on KBW’s board of directors (or the right to appoint any representatives to the board of directors), or
(iii) have any other relationship that is indicative of control of, or common control with, KBW.

 Second, the Company
does not believe that it should be considered an affiliate of KBW due to any proposed future relationship with the Senior Executive Officers. As stated in the Outline, “[a]n important aspect of the staff’s analysis was the fact that the
issuer’s management ultimately would hold a material amount of the surviving company’s outstanding equity securities, occupy seats on the board of this company in addition to senior management positions, and otherwise be in a position to
“control” the surviving

 United States Securities and Exchange Commission

December 20, 2012

  Page
 3

corporation within the meaning of Exchange Act Rule 12b-2 (i.e., “possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise”).” The Outline also indicates that, “where management of the issuer-seller that will be going private is essentially “on both sides” of the
transaction, the acquiror also may be deemed to be an affiliate of the issuer engaged in the transaction and, as a consequence, required to file on Schedule 13E-3.” The Staff has noted in the past that it would not view a person as an affiliate
of a purchaser based solely on employment arrangements or executive officer or director positions (see Note 6, Release No. 34-16075), and in its Compliance & Disclosure Interpretation 201.01 suggested consideration of the following
factors in determining whether a Schedule 13E-3 filing is required when continuity of management exists: (A) increases in consideration to be received by management, (B) alterations in management’s executive agreements favorable to
such management, (C) the equity participation of management in the acquiror and (D) the representation of management on the board of directors of the acquiror. For the reasons outlined below, we do not believe that the Senior Executive
Officers are affiliates of the Company and, therefore, we do not believe that the Senior Executive Officers are engaged in a “Rule 13e-3 transaction.”

 A. No Increase in Consideration.

 All shares of KBW common stock held by
the Senior Executive Officers upon closing of the Merger will be exchanged for the same consideration that all other stockholders will receive in the Merger as set forth in the Agreement and Plan of Merger, dated as of November 5, 2012 (as it
may be amended from time to time, the “Merger Agreement”), among the Company, SFKBW One, Inc., SFKBW Two, LLC and KBW. All KBW equity-based awards held by the Senior Executive Officers will be treated consistently with awards held by other
KBW employees and either convert into the right to receive the merger consideration for each KBW share subject to the award or be converted into a Company award based on the equity exchange ratio, which does not provide additional consideration to
the award holder. As a result, the Company does not believe that the contemplated consideration to be received by the Senior Executive Officers should result in the transaction being deemed a “Rule 13e-3 transaction.”

B. No Alterations in Agreements Favorable to the Senior Executive Officers.

The Company does not believe that the Senior Executive Officers’ agreements with KBW have been altered by the Company in a manner
favorable to the Senior Executive Officers. As described in the Amendment, as an important factor to its willingness to engage in the proposed transaction with KBW, the Company requested that the Senior Executive Officers reduce the contractual
entitlements due to them upon a change in control of KBW such as the Merger.

 To achieve this reduction, pursuant to the
waiver agreements each of Messrs. Michaud, Duffy and Senchak entered into with KBW on November 5, 2012 (the “Waiver Agreements”), such Senior Executive Officers waived the change in control vesting provisions in all of their KBW
restricted share awards outstanding on the date of the Waiver Agreements and forfeited their outstanding performance awards and incentive awards under the KBW Long Term Incentive Program, in each case contingent upon completion of the Merger. To the
extent that Messrs. Michaud, Duffy or Senchak have agreed to waive the accelerated vesting of their

 United States Securities and Exchange Commission

December 20, 2012

  Page
 4

KBW restricted share awards and forfeit their outstanding performance awards and incentive awards, KBW has agreed to provide the Transition Stock Grants and the Retention Stock Grant (as
described below). Vesting of such grants is subject to the Senior Executive Officer’s continued compliance with non-competition and non-solicitation covenants. Further, as described below, these grants constitute an immaterial amount of the
outstanding equity of the Company.

 Pursuant to the terms agreements each of Messrs. Giambrone and Kleinman entered into with
KBW and the Company on November 8, 2012 (the “Terms Agreements”), such Senior Executive Officers’ change of control agreements with KBW will be amended immediately prior to the Merger to provide for the reduction of change of
control payments or benefits. In addition, the pro-rata “higher annual bonus” provided for in Messrs. Giambrone’s and Kleinman’s change of control agreements with KBW will only be paid if the Merger is consummated on or after
February 15, 2013.

 Messrs. Michaud, Duffy and Senchak waived all severance benefits under their employment agreements
with KBW pursuant to the Waiver Agreements and are entitled to lesser severance benefits under their employment arrangements with the Company. Under their employment agreements with KBW, following a qualifying termination by KBW, Messrs. Michaud,
Duffy or Senchak would receive, among other benefits, a lump-sum cash payment equal to the sum of (i) a pro-rata annual bonus based on the highest annual bonus earned in the three full fiscal years prior to the termination date (the
“highest employment agreement bonus”), and (ii) three times the sum of (x) the Senior Executive Officer’s annual base salary, (y) the Senior Executive Officer’s highest employment agreement bonus and (z) the
amount of KBW’s contribution to KBW’s profit sharing plan on behalf of the Senior Executive Officer for the year prior to termination. Under the employment arrangements with the Company and subject to consummation of the Merger, upon a
qualifying termination, Messrs. Duffy and Senchak would only be entitled to vesting of their previously issued equity-based compensation, and Mr. Michaud would be entitled to such equity vesting and a lump sum severance amount of $3,500,000.

 Furthermore, the annual base salaries payable to Messrs. Michaud, Duffy and Senchak under their employment arrangements with
the Company are no greater than those payable by KBW prior to the Merger, with Mr. Michaud experiencing a reduction from $600,000 to $250,000. The Company employment arrangements also provide that each of the Senior Executive Officers are
eligible to receive an annual bonus, which is consistent with their rights under their KBW employment agreements.

 In view of
these agreements and the circumstances surrounding them, the terms of the amendments or replacements of the Senior Executive Officers’ agreements with KBW in connection with the Merger are not more favorable to such officers than the terms of
their original employment arrangements with KBW.

 The terms of the Waiver Agreements, Terms Agreements and the employment
arrangements with the Company agreed to between the Senior Executive Officers, KBW and the Company are reasonable and customary agreements that reflect the positions and responsibilities the Senior Executive Officers will have with the Company if
the Merger is consummated.

 United States Securities and Exchange Commission

December 20, 2012

  Page
 5

 C. No Material Equity Ownership in Acquiror.

The level of equity participation of senior management in the acquiror is a significant consideration in assessing whether such management
could be deemed to control the acquiror or the surviving corporation. In particular, the Staff, in its Compliance & Disclosure Interpretation 201.06, indicates that if the target company’s management anticipated receiving a 20% stake
in the surviving corporation’s equity after the consummation of an acquisition transaction pursuant to a contractual agreement with a financial buyer, regardless of whether such agreement was finalized at the time of the signing of the
acquisition agreement, the financial buyer was deemed to be on both sides of the transaction and, therefore, an affiliate engaged in the Rule 13e-3 transaction. With respect to the proposed Merger, the Company is a strategic (non-financial) acquiror
with a substantially greater market capitalization than KBW. As described below, none of the Senior Executive Officers, nor the Senior Executive Officers taken as a whole, will hold a material amount of equity in the Company following the Merger.

 Pursuant to the Waiver Agreements, KBW will grant to each of Messrs. Michaud, Duffy and Senchak, effective immediately before
the merger, an amount of restricted shares of KBW common stock (the “Transition Stock Grants”) with a value, as of the grant date, of $5,000,000. Pursuant to his Waiver Agreement, Mr. Michaud received a grant of restricted shares of
KBW common stock (the “Retention Stock Grant”) with a value, as of the grant date, of $750,000. Immediately prior to or upon completion of the Merger, respectively, each Transition Stock Grant and the Retention Stock Grant will convert
into the right to receive an amount of restricted shares of the Company’s common stock of equivalent value calculated based on the exchange ratio set forth in the Merger Agreement. The Transition Stock Grants vest ratably over a three-year
period for Mr. Michaud and a five-year period for Messrs. Duffy and Senchak. The Retention Stock Grant vests ratably over a five-year period. Additionally, on November 5, 2012, Mr. Michaud entered into an employment agreement with the
Company, pursuant to which the Company will grant Mr. Michaud an award of restricted shares of the Company’s common stock with a value of $750,000 (the “Michaud Grant”). Such grant vests ratably over a five-year period.

 Except as described above, the Senior Executive Officers will not be granted any other securities of the Company in
connection with or as a result of the Merger. As of December 17, 2012, Messrs. Michaud, Senchak, Duffy, Kleinman and Giambrone beneficially owned 317,103, 318,753, 337,198, 281,858 and 166,399, respectively, shares of KBW’s common stock.

 On December 17, 2012, there were 53,788,562 shares of the Company’s common stock outstanding and its closing share
price on the New York Stock Exchange was $31.17. Assuming the Merger closed on such date, there would have been 9,891,075 shares of the Company’s common stock issued in the Merger, based on (1) the shares issued as partial merger
consideration for the outstanding shares of KBW’s common stock and certain equity awards, including, but n

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

October 24, 2012

Via E -mail
Ronald J. Kruszewski
Chief Executive Officer
Stifel Financial Corp .
501 North Broadway
St. Louis, MO  63102 -2102

Re: Stifel Financial Corp.
 Form 10 -K for the Fiscal Year Ended December 31, 2011
 Filed February 28, 2012
 File No. 001 -09305

Dear Mr. Kruszewski:

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose  the Commission from taking
any action with respect to the company or the filing s 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.   We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Michael Seaman for

Suzanne Hay es
Assistant Director

CORRESP
1
filename1.htm

filename1

	October
	1, 2012

	VIA EDGAR

	Ms. Suzanne Hayes

	Assistant Director

	Division of Corporation Finance

	United States
	Securities and Exchange Commission

	100 F Street, N.E.

	Washington, D.C. 20549

				RE:

				Stifel Financial Corp.

				Form 10-K for the Fiscal Year Ended December 31, 2011

				Filed February 28, 2012

				Form 10-Q for the Quarterly Period Ended June 30, 2012

				Filed August 9, 2012

				File No. 001-09305

	Dear Ms. Hayes:

	This letter sets forth the responses of Stifel Financial Corp. (the
	"Company") to the comments by the staff (the "Staff") of the Securities and
	Exchange Commission (the "Commission") contained in the Staff's letter dated
	September 18, 2012. For your convenience, the text of the Staff's comments
	is set forth in italics below, followed in each case by our response.

	Form 10-K for the Fiscal Year Ended December 31, 2011

	Management's Discussion and Analysis of Financial Condition and Results of
	Operations, page 28

	Liquidity and Capital Resources, page 60

				1.

				Comment:
				We note that assets, consisting mainly of cash or assets readily
				convertible into cash, are your principal source of liquidity.
				It is not clear from your disclosure however, which specific
				assets are considered liquid and your basis for considering
				these assets liquid. Please provide us with and disclose the
				following in future filings:

				●    a
				schedule detailing the assets you consider to be highly liquid
				for each balance sheet presented;

				●
				the estimated amount of time it would take to convert those
				assets into cash; and

				●
				the amount of each asset class that has been pledged as
				collateral either voluntarily or contractually.

	Response:

	In response to the Staff's comment, in future filings, beginning with our
	Quarterly Report on Form 10-Q for the quarterly period ended September 30,
	2012, we will include disclosure along the lines of the following as it
	relates to the liquidity of our assets:

	Our assets, consisting mainly of cash or assets readily convertible into
	cash, are our principal source of liquidity. The liquid nature of these
	assets provides for flexibility in managing and financing the projected
	operating needs of the business. As of December 31, 2011 we had $4.9 billion
	in assets, $2.5 billion of which consisted of cash or assets readily
	convertible into cash as follows
	(in millions, except
	average days to conversion):

					December 31, 2011

					December 31, 2010

					Avg. Conversion

					Cash and cash equivalents

				$

				167.7

				$

				253.5

					Receivables from brokers, dealers, and clearing
					organizations

				252.6

				247.7

					3 days

					Securities purchased under agreements to resell

				75.5

				123.6

					1 day

					Trading securities owned at fair value

				471.2

				385.1

					5 days

					Available-for-sale securities at fair value

				1,202.1

				1,012.7

					3 days

					Held-to-maturity securities at amortized cost

				190.5

				52.6

					10 days

					Investments

				172.8

				146.5

					5 days

					Total cash and assets readily convertible to cash

				$

				2,532.4

				$

				2,221.7

	In addition, Stifel Bank's financing arrangement
with the Federal Home Loan Bank ("FHLB") adds additional flexibility in managing
its liquidity position. As of December 31, 2011, Stifel Bank's borrowing
capacity with the Federal Home Loan Bank was $613.5 million based on available
collateral. FHLB borrowing capacity is contingent on the amount of collateral
pledged to the FHLB.

	As of December 31, 2011 and 2010, the amount of collateral pledged by asset class is
	as follows (in millions):

				December 31, 2011

				December 31, 2010

				Contractual

				Contingent

				Contractual

				Contingent

				Cash and cash equivalents

			$

			47.6

			$

			-

			$

			31.7

			$

			-

				Trading securities owned at fair value

			80.2

			312.2

			109.6

			162.6

				Available-for-sale securities at fair value

			-

			634.8

			-

			111.6

			$

			127.8

			$

			947.0

			$

			141.3

			$

			274.2

			2

	Management of Our Liquidity, page 60

				2.

				Comment:
				We note that you perform market stress tests for counterparty
				risk. It is not clear if you perform similar stress tests on
				your liquidity based on a scenario that considers both
				market-wide stresses and company-specific stresses. Please tell
				us and disclose in your future filings the liquidity related
				stress tests you perform, if any. If applicable, address the
				following in your disclosure:

				●
				Discuss the inputs and assumptions used in your testing;

				●
				Provide qualitative disclosure of the outputs of your testing
				and discuss the objective of such testing; and

				●
				Discuss any internal policies regarding limits of the outputs.
				In this regard, discuss any known breaches of internal limits
				for the modeled outputs and address your procedures for
				addressing such breaches.

	Response:

Our significant operating subsidiary, Stifel
Nicolaus, is subject to the Uniform Net Capital Rule (Rule 15c3-1) promulgated
by the SEC. The Uniform Net Capital Rule is designed to measure the general
financial integrity and liquidity of a broker-dealer and the minimum net capital
deemed necessary to meet the broker-dealer's continuing commitments to its
customers and other broker-dealers.  The calculation is based upon allowable liquid
assets subject to certain haircuts for marketability. At December 31, 2011,
Stifel Nicolaus had net capital of $182.1 million, which was $168.8 million in
excess of its minimum required net capital. Stifel Nicolaus has consistently
operated with capital in excess of its regulatory capital requirements. While
the calculation of Stifel Nicolaus' net capital is performed on a monthly basis,
management performs daily liquidity reviews at the broker-dealer.

	Stifel Bank performs two primary stress tests on its liquidity position.
	These stress tests are based on the following company-specific stresses: (1)
	the amount of deposit run-off that Stifel Bank could withstand over a one
	month period of time based on its on-balance sheet liquidity and available
	credit; and (2) Stifel Bank's ability to fund operations if all available
	credit were to be drawn immediately, with no additional available credit.
	The goal of these stress tests is to determine Stifel Bank's ability to fund
	continuing operations under significant pressures on both assets and
	liabilities.

	Under both stress tests, Stifel Bank considers cash and highly liquid
	investments as available to meet liquidity needs. In its analysis, Stifel
	Bank considers Agency MBS, Corporate Bonds, and CMBS as highly liquid. In
	addition to being readily financed at modest haircut levels,
	Stifel Bank estimates that each of the individual securities within each of
	the asset classes described above could be sold into the market and
	converted into cash within three business days under normal market
	conditions, assuming that the entire portfolio of a given asset class was
	not simultaneously liquidated. At December 31, 2011, available cash and
	highly liquid investments comprised approximately 50% of Stifel Bank's
	assets, which was well in excess of its internal target.

	In addition to these stress tests, Stifel Bank management performs a daily
	liquidity review. The daily analysis provides Stifel Bank management with
	all major fluctuations in liquidity. The analysis also tracks the proportion
	of deposits that Stifel Bank is sweeping from its affiliated broker-dealer,
	Stifel Nicolaus. In order to minimize volatility in its affiliated deposits,
	Stifel Bank will not sweep more than 80% of the total insured sweep deposits
	from Stifel Nicolaus. On a monthly basis, liquidity key performance
	indicators and compliance with liquidity policy limits are reported to the
	Company's Board of Directors (the "Board"). Stifel Bank has not violated any internal liquidity
	policy limits.

	We will include disclosure along the lines of the foregoing language in
	future filings, beginning with our Quarterly Report on Form 10-Q for the
	quarterly period ended September 30, 2012.

			3

	Use of Capital Resources, page 63

				3.

				Comment:
				We note that the Stone & Youngberg acquisition agreement
				included a contingent earn-out provision which may result in an
				additional payment based upon revenue goals. Additionally, we
				note your disclosure in note 3 to the financial statements that
				you recognized a $23.5 million liability for the estimated
				earn-out payments. Please expand your disclosure to disclose
				whether the earn-out payment is subject to a cap. If it is
				subject to a cap, please disclose the maximum potential earn-out
				payment. If it is not subject to a cap, please disclose how the
				amount of the payment will be calculated. Additionally, tell us
				the basis for your belief that you were not required to file the
				agreement as an exhibit.

	Response:

	In response to the Staff's comment, in future filings, beginning with our
	Annual Report on Form 10-K for the year ended December 31, 2012, we will
	include disclosure along the lines of the following as it relates to
	earn-out payments related to our acquisition of Stone & Youngberg:

	On July 25, 2011, we entered into a definitive agreement to acquire Stone &
	Youngberg, a leading financial services firm specializing in municipal
	finance and fixed income securities. The purchase consideration consisted of
	cash, a portion paid at closing and $24.0 million to be paid in installments
	over the next three years, and stock based on the value of net assets at
	closing. In addition, we may be required to pay a contingent earn-out over a
	five year period after the closing, which is capped at $25.0 million, based
	upon revenue goals, as established in the purchase agreement.

	Lastly, as to the question regarding the filing of the Purchase Agreement
	(the "Agreement") for the acquisition of Stone & Youngberg, we considered
	the requirements in Item 1.01 of Form 8-K, along with the relevant language
	from Item 601 (No. 10) of Regulation S-K. We considered a number of factors,
	including the total amount of consideration paid and likely to become
	payable, the form of the consideration, the revenue and earnings of the
	target relative to our earnings, and the nature of Stone & Youngberg's
	business compared to our historical business.  Based on these and similar
	factors, we concluded the Agreement did not meet the materiality tests
	therein. Moreover, at the time of the relevant acquisition, we performed
	tests in Item 2.01 of Form 8-K and determined that such acquisition did not
	involve a significant amount of assets, and that accordingly the filing of
	the Agreement was not required under Item 601 (No. 2) of Regulation S-K.

			4

	Item 7A. Quantitative and Qualitative Disclosures about Market Risk, page 68

	Risk Management

				4.

				Comment:  Please
				include a detailed discussion of the risk management processes
				and policies. The discussion should identify the offices and
				committees responsible for risk management and explain how
				information is communicated to the Board of Directors, senior
				managers and the Chief Risk Officer.

	Response:

	Management believes effective risk management is vital to the success of the
	Company's business activities. Accordingly, the Company employs an
	enterprise risk management ("ERM") framework to facilitate the incorporation
	of risk evaluation into decision-making processes across the Company. The
	Company has policies and procedures in place to identify, assess, monitor
	and manage the significant risks involved in the activities of its Global
	Wealth Management Group, Stifel Bank and Institutional Group business
	segments as well as at the holding company level. Principal risks involved
	in the Company's business activities include market, credit, operational,
	and regulatory/legal risk.

	Risk management requires independent company-level oversight, accountability
	of the Company's business segments, and effective communication of risk
	matters to senior management and across the Company. The Company's risk
	governance structure is comprised of the Board; the Risk
	Management/Corporate Governance Committee of the Board and the Audit
	Committee of the Board; senior management oversight (including the Chief
	Executive Officer, Chief Financial Officer, General Counsel and Chief
	Compliance Officer); the Internal Audit Department, committees, and groups
	within and across the Company's business segments. A risk governance
	structure composed of independent but complementary entities facilitates
	efficient and comprehensive supervision of the Company's risk exposures and
	processes.

	The Company maintains a risk management culture that is incisive and subject
	to ongoing review and enhancement. To help ensure the efficacy of risk
	management, which is an essential component of the Company's reputation, our
	executive management team requires thorough and frequent communication and
	the appropriate escalation of risk matters. The following is a summary of
	our risk management policies and procedures, including how information is
	disseminated throughout the Company.

	Market Risk

	Fixed
	Income Trading (Stifel Nicolaus). The Fixed Income senior management
	team and trading desk heads are responsible for ensuring that market risk
	exposures are well-managed and prudent. The trading desk heads are
	responsible for ensuring transparency of material market risks, monitoring
	compliance with established limits, and escalating risk concentrations to
	appropriate senior management. To execute these responsibilities, the
	trading desk heads monitor the Company's risk against limits on aggregate
	risk exposures, perform a variety of risk analyses, routinely report risk
	summaries, and maintain the Company's VaR and scenario analysis systems.
	These limits are designed to control price and market liquidity risk. Market
	risk is also monitored through various measures: statistically (using VaR
	and related analytical measures); by measures of position sensitivity; and
	through routine stress testing, which measures the impact on the value of
	existing portfolios of specified changes in market factors, and scenario
	analyses. The material risks identified by these processes are summarized in
	reports that are circulated to and discussed with senior management.

			5

	The Company manages its trading positions by employing a variety of risk
	mitigation strategies. These strategies include diversification of risk
	exposures and hedging. Hedging activities consist of the purchase or sale of
	positions in related securities and financial instruments, primarily U.S.
	Treasury securities. The Company manages and monitors its market risk
	exposures in such a way as to maintain a portfolio that the Company believes
	is well-diversified in the aggregate with respect to market risk factors and
	that reflects the Company's aggregate risk tolerance as established by the
	Company's executive management team.

	Aggregate position limits have been approved for the trading group.
	Additional market risk limits are assigned to trading desks and, as
	appropriate, products. Senior management, trading desk heads
	and traders monitor market risk measures against limits in accordance with
	policies set by the executive management team, senior
	management and trading desk heads. In addition, senior management monitors
	inventory levels and results of the trading departments, as well as
	inventory aging, pricing, concentration, and securities ratings. We have
	established specific approval processes for position trading limits and aged
	inventory exceptions.

	Stifel
	Bank. Stifel Bank's primary market risk is intere

September 18 , 2012

Via E -mail
Ronald J. Kruszewski
Chief Executive Officer
Stifel Financial Corp.
501 North Broadway
St. Louis, MO 63102 -2102

Re: Stifel Financial Corp.
Form 10 -K for the Fiscal Year Ended December 31, 2011
Filed February 28 , 2012
Form  10-Q for the Quarterly Period Ended June 30, 2012
Filed August 9, 2012
  File No. 001 -09305

Dear Mr. Kruszewski :

 We have reviewed your filings and have the following 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 within ten business days by amending your filings, by
providing the requested information, or by advising us when you will provide the requested
response.  Where we have requested changes in future filings, please include a dr aft of your
proposed disclosures that clearly identifies new or revised disclosures.  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 revie wing any amendment to your filings and the information you provide in
response to these comments, including the draft of your proposed disclosures, we may have
additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011
Managemen t’s Discussion and Analysis of Financial Condition and Results of Operations,
page 28
Liquidity and Capital Resources, page 60
Management of Our Liquidity, page 60

Ronald J. Kruszewski
Stifel  Financial Corp.
September 18 , 2012
Page 2

1. We note that assets, consisting mainly of cash or assets readily convertible into cash,
are your principal source of liquidity.  It is not clear from your disclosure however,
which specific assets are considered liquid and your basis for considering these assets
liquid.  Please provide us with and disclose the following in your future filings:
 a schedule detailing the assets you consider to be highly liquid for each
balance sheet presented;
 the estimated amount of time it would take to  convert those assets into cash;
and
 the amount of each asset class that has been pledged as collateral either
voluntarily or contractually.

2. We note that you perform market stress tests for counterparty risk.  It is not clear if
you perform similar stress tests on your liquidity based on a  scenario that considers
both market -wide stresses and company -specific stresses.  Please tell us and disclose
in your future filings the liquidity related stress tests you perform, if any.  If
applicable, address the following in your disclosure:
 Discuss the inputs and assumptions used in your testing;
 Provide qualitative disclosure of the outputs of your testing and discuss the
objective of such testing; and
 Discuss any internal policies regarding limits of the outputs.  In this regard,
discuss any known breaches of internal limits for the modeled outputs and
address your procedures for addressing such breaches.

Use of Capital Resources, page 63

3. We note that the Stone & Youngberg acquisition agreement included a contingent
earn-out provision which may r esult in an additional payment based upon revenue
goals.  Additionally, we note your disclosure in note 3 to the financial statements that
you recognized a $23.5 million liability for the estimated earn -out payments.  Please
expand your disclosure to discl ose whether the earn -out payment is subject to a cap.
If it is subject to a cap, please disclose the maximum potential earn -out payment. If it
is not subject to a cap, please disclose how the amount of the payment will be
calculated.   Additionally, tell us the basis for your belief that you were not required
to file the agreement as an exhibit.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk, page 68
Risk Management

Ronald J. Kruszewski
Stifel  Financial Corp.
September 18 , 2012
Page 3

 4. Please include a detailed discussion of the risk management processe s and policies.
The discussion should identify the offices and committees responsible for risk
management and explain how information is communicated to the Board of Directors,
senior managers and the Chief Risk Officer.

Form 10 -Q for the Quarterly Pe riod Ended June 30, 2012
Notes to Consolidated Financial Statements
Note 4 - Fair Value Measurements, page 10

5. We note that the majority of your securities classified as Level 3 are auction rate
securities and due to the lack of a robust securities market with active fair value
indicators, fair value was determined using an income approach utilizing an internally
developed discounted cash flow model.  We also note that the discounted cash flow
model you use utilized two significant unobservable inputs: discount rate and
workout period.  Please revise your future filings, consistent with the guidance set
forth in ASC  820-10-50-2, to disclose quantitative information about the significant
unobservable inputs used in your fair value measurement.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include 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 disclosure, they are
responsible for the acc uracy 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
filings;
 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission o r any person under the federal securities laws of the
United States.

You may contact Rahim Ismail at (202) 551 -4965  or Hugh West  at (202) 551 -3872 if

Ronald J. Kruszewski
Stifel  Financial Corp.
September 18 , 2012
Page 4

 you have questions regarding comments on the financial statements and related matters.
Please contact Michael Seaman at (202) 551 -3366  or me at (202) 551 -3675 with any other
questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
        Assistant Director

October 4, 2011
 Via E-mail

Mr. James M. Zemlyak Chief Financial Officer Stifel Financial Corp. One Financial Plaza 501 North Broadway St. Louis, MO 63102   RE:  Stifel Financial Corp.
Forms 10-K and 10-Q for the Fiscal Year/Period Ended December 31, 2010
and June 30, 2011
  Filed February 28, 2011 and August 9, 2011   File No. 1-09305

Dear Mr. Zemlyak:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Jonathan Wiggins
Jonathan Wiggins
        S t a f f  A c c o u n t a n t

CORRESP
1
filename1.htm

corresp

September 29, 2011

VIA EDGAR

Mr. Jonathan Wiggins

Staff Accountant

Division of Corporation
Finance

United States Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:      Stifel
Financial Corp.

Form 10-K for the year ended December 31, 2010

Filed on February 28, 2011

Form 10-Q for the period ended June 30, 2011

Filed August 9, 2011

File No. 001-09305

Dear Mr. Wiggins:

This letter sets forth the responses of Stifel
Financial Corp. (the "Company") to the comments by the staff (the "Staff") of
the Securities and Exchange Commission (the "Commission") contained in the
Staff's letter dated September 23, 2011. For your convenience, the text of the
Staff's comments is set forth in italics below, followed in each case by our
response.

Form 10-Q for the period ended June 30, 2011

Note 15 - Legal Proceedings, page 29

1.   Comment:
We note your response to comment 3 from our letter dated September 2, 2011. In
your proposed disclosure, you state that you believe such losses will not have a
material effect on your company's consolidated financial condition. Please tell
us, and revise your disclosure as appropriate, whether such losses will have a
material effect on your other financial statements, including your results of
operations. If material, please revise in future periodic filings to disclose an
estimate of the additional loss or range of loss. Please include your proposed
disclosures in your response.

Response:

We have reviewed our disclosure regarding the
aggregate range of possible losses in excess of the accrued liability (if any).
We advise the Staff that we made the determination that the reasonably possible
range of losses in excess of amounts already recognized as of June 30, 2011 (our
most recent Quarterly report on Form 10-Q) was immaterial. In response to the
Staff's comment, in future filings, beginning with our Quarterly Report on Form
10-Q for the period ended September 30, 2011, if the facts continue to support
our conclusion that the reasonably possible range of losses in excess of amounts
already recognized are immaterial, we will include the following disclosure as
it relates to our legal contingencies:

We have established reserves for potential
losses that are probable and reasonably estimable that may result from pending
and potential legal actions, investigations and regulatory proceedings. In many
cases, however, it is inherently difficult to determine whether any loss is
probable or even possible or to estimate the amount or range of any potential
loss, particularly where proceedings may be in relatively early stages or where
plaintiffs are seeking substantial or indeterminate damages. Matters frequently
need to be more developed before a loss or range of loss can reasonably be
estimated.

For matters where a reserve has not been
established and for which we believe a loss is reasonably possible, as well as
for matters where a reserve has been recorded but for which an exposure to loss
in excess of the amount accrued is reasonably possible, based on currently
available information, we believe that such losses will not have a material
effect on our consolidated financial
statements.

We will
continue to consider the guidance in ASC 450-20-50, based on the facts known at
the time of our future filings, as it relates to legal contingencies, and will
adjust our disclosures as may be required under the guidance.

2

****

If you have any questions or comments regarding
the above information, do not hesitate to contact the undersigned at (314)
342-2228.

Sincerely,

/s/ James M. Zemlyak

James M. Zemlyak

Senior Vice President,
Chief Financial Officer, and Treasurer

(Principal Financial
Officer)

cc:        Ronald J.
Kruszewski, Chairman, President and Chief Executive Officer

            David M.
Minnick, Senior Vice President and General Counsel

3

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

       DIVISION OF
CORPORATION FINANCE

 September 23, 2011
 Via E-mail

Mr. James M. Zemlyak Chief Financial Officer Sifel Financial Corp. One Financial Plaza 501 North Broadway St. Louis, MO 63102   RE:  Stifel Financial Corp.
Forms 10-K and 10-Q for the Fiscal Year/Period Ended December 31, 2010
and June 30, 2011
  Filed February 28, 2011 and August 9, 2011   File No. 1-09305

Dear Mr. Zemlyak:   We have reviewed your response letter dated September 14, 2011 and have the following
additional comment.  In our comment, we ask yo u to provide us with information so we may
better understand your disclosure.  After reviewi ng this information, we may or may not 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 comment or on any other aspect  of our review.  Feel free to call us at the
telephone numbers listed at the end of th is letter.

Form 10-Q for the period ended June 30, 2011

 Note 15 – Legal Proceedings, page 29

 1. We note your response to comment 3 from our  letter dated September 2, 2011.  In your
proposed disclosure, you state that you believe such losses will not ha ve a material effect
on your company’s consolidated financial condition.  Please tell us, and revise your
disclosure as appropriate, whether such losse s will have a material effect on your other
financial statements, including your results of operations.  If material , please revise in
future periodic filings to disclose an estimate of the additional loss or range of loss.  Please include your proposed di sclosures in your response.

Mr. James M. Zemlyak
Stifel Financial Corp. September 23, 2011 Page 2
 You may contact William Demarest, Staff Acco untant, at (202) 551-3432 or me at (202)
551-3694 with any questions.          S i n c e r e l y ,           /s/ Jonathan Wiggins          Jonathan Wiggins         S t a f f  A c c o u n t a n t

CORRESP
1
filename1.htm

corresp

September 14, 2011

VIA EDGAR

Mr. Jonathan Wiggins

Staff Accountant

Division of Corporation
Finance

United States Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:      Stifel
Financial Corp.

Form 10-K for the year ended December 31, 2010

Filed on February 28, 2011

Form 10-Q for the period ended June 30, 2011

Filed May 16, 2011

File No. 001-09305

Dear Mr. Wiggins:

This letter sets forth the responses of Stifel
Financial Corp. (the "Company") to the comments by the staff (the "Staff") of
the Securities and Exchange Commission (the "Commission") contained in the
Staff's letter dated September 2, 2011. For your convenience, the text of the
Staff's comments is set forth in italics below, followed in each case by our
response.

Form 10-K for the year ended December 31, 2010

General

1.    Comment: Please tell us how you determined you were
not required to file financial statements of Thomas Weisel Partners Group, Inc.
for the interim period ended June 30, 2010. Refer to Rule 3-05 of Regulation
S-X.

Response:

Item 8 of Form 10-K requires issuers to furnish
the financial statements meeting the requirements of Regulation S-X "except Rule
3-05 and Article 11 thereof." Accordingly, we concluded that the financial
statements of Thomas Weisel Partners Group, Inc. ("TWPG") for the interim period
ended June 30, 2010, which fall under the purview of Rule 3-05 of Regulation
S-X, were not required to be included in our Form 10-K for the year ended
December 31, 2010.

Furthermore, on July 1, 2010, we timely filed an
Item 2.01 Form 8-K announcing the consummation of the business combination with
TWPG. In assessing whether we were required to include financial statements of
TWPG in the Form 8-K, we concluded, based on Sections 2045.13, 2045.15 and
2045.16 of the Division of Corporation Finance's Financial Reporting Manual,
that no further financial statements needed to be included in that Form 8-K
because we had included substantially the same information (under Instruction
B.3 to Form 8-K) in our registration statement on Form S-4 filed on May 20, 2010
and no significant subsequent event had occurred that would materially affect an
investor's understanding of TWPG.  See Example 1 under Section 2045.16.

Segment Analysis, page 40

2.   Comment:
We note that you evaluate the performance of your segments and allocate
resources to them based on various factors, including prospects for growth and
return on investment. Please revise in future periodic filings to include a
discussion by segment of prospects for growth, return on investment, and any
other key performance indicators you use to manage your business, or tell us how
you determined this disclosure would not be material to investors.

Response:

In response to the Staff's comment, in future
filings, beginning with our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2011, we will expand our disclosures to include a more detailed
discussion of how we manage our business at the segment level and which key
performance indicators we utilize when assessing the performance and allocating
resources to each of our segments.

Form 10-Q for the period ended June 30, 2011

Note 15 - Legal Proceedings, page 29

3.   Comment:
For each of your legal contingencies, if there is at least a reasonable
possibility that a loss exceeding amounts already recognized may have been
incurred, in your next periodic filing, please either disclose an estimate (or,
if true, state that the estimate is immaterial in lieu of providing quantified
amounts) of the additional loss or range of loss, or state that such an estimate
cannot be made. Please refer to ASC 450-20-50.

If you conclude that you cannot estimate the
reasonably possible additional loss or range of loss, please supplementally: (1)
explain to us the procedures you undertake on a quarterly basis to attempt to
develop a range of reasonably possible loss for disclosure and (2) for each
material matter, what specific factors are causing the inability to estimate and
when you expect those factors to be alleviated. We recognize that there are a
number of uncertainties and potential outcomes associated with loss
contingencies. Nonetheless, an effort should be made to develop estimates for
purposes of disclosure, including determining which of the potential outcomes
are reasonably possible and what the reasonably possible range of losses would
be for those reasonably possible outcomes.

You may provide your disclosures on an
aggregated basis.  Please include your proposed disclosures in your response.

2

Response:

We have reviewed our disclosure regarding the
aggregate range of possible losses in excess of the accrued liability (if any).
We advise the Staff that we made the determination that the reasonably possible
range of losses in excess of amounts already recognized as of June 30, 2011 (our
most recent Quarterly report on Form 10-Q) was immaterial. In response to the
Staff's comment, in future filings, beginning with our Quarterly Report on Form
10-Q for the period ended September 30, 2011, if the facts continue to support
our conclusion that the reasonably possible range of losses in excess of amounts
already recognized are immaterial, we will include the following disclosure as
it relates to our legal contingencies:

We have established reserves for potential
losses that are probable and reasonably estimable that may result from pending
and potential legal actions, investigations and regulatory proceedings. In many
cases, however, it is inherently difficult to determine whether any loss is
probable or even possible or to estimate the amount or range of any potential
loss, particularly where proceedings may be in relatively early stages or where
plaintiffs are seeking substantial or indeterminate damages. Matters frequently
need to be more developed before a loss or range of loss can reasonably be
estimated.

For matters where a reserve has not been
established and for which we believe a loss is reasonably possible, as well as
for matters where a reserve has been recorded but for which an exposure to loss
in excess of the amount accrued is reasonably possible, based on currently
available information, we believe that such losses will not have a material
effect on our company's consolidated financial condition.

We will continue to consider the guidance in ASC
450-20-50, based on the facts known at the time of our future filings, as it
relates to legal contingencies, and will adjust our disclosures as may be
required under the guidance.

3

****

In connection with our response to the Staff's
letter dated September 2, 2011, we acknowledge that (i) the Company is
responsible for the adequacy and accuracy of the disclosures in its filings,
(ii) Staff comments or changes to disclosures in response to Staff comments do
not foreclose the Commission from taking any action with respect to the filings,
and (iii) the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under federal securities
laws of the United States.

If you have any questions or comments regarding
the above information, do not hesitate to contact the undersigned at (314)
342-2228.

Sincerely,

/s/ James M. Zemlyak

James M. Zemlyak

Senior Vice President,
Chief Financial Officer, and Treasurer

(Principal Financial
Officer)

cc:        Ronald J.
Kruszewski, Chairman, President and Chief Executive Officer

            David M.
Minnick, Senior Vice President and General Counsel

4

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

       DIVISION OF
CORPORATION FINANCE

 September 2, 2011
 Via E-mail

Mr. James M. Zemlyak Chief Financial Officer Stifel Financial Corp. One Financial Plaza 501 North Broadway St. Louis, MO 63102   RE:  Stifel Financial Corp.
Form 10-K for the Fiscal Ye ar Ended Decem ber 31, 2010
  Filed February 28, 2011   Form 10-Q for the Period Ended June 30, 2011   Filed May 16, 2011   File No. 1-09305

Dear Mr. Zemlyak:
We have reviewed your filing and have the following 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 within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the Year Ended December 31, 2010

 General

 1. Please tell us how you determined you were not required to file financial statements of
Thomas Weisel Partners Group, Inc. for the interim period ended June 30, 2010.  Refer to
Rule 3-05 of Regulation S-X.
 Segment Analysis, page 40

 2. We note that you evaluate the performance of  your segments and allocate resources to
them based on various factors, including pros pects for growth and return on investment.

Mr. James M. Zemlyak
Stifel Financial Corp. September 2, 2011 Page 2
 Please revise in future periodic filings to include a discussion by segment of prospects for
growth, return on investment, and any othe r key performance indicators you use to
manage your business, or tell us how you de termined this disclosure would not be
material to investors.
 Form 10-Q for the Period Ended June 30, 2011

 Note 15 - Legal Proceedings, page 29

 3. For each of your legal contingencie s, if there is at least a r easonable possibility that a loss
exceeding amounts already recognized may have  been incurred, in your next periodic
filing, please either disclose an estimate (or, if  true, state that the estimate is immaterial in
lieu of providing quantified amounts) of the addi tional loss or range of loss, or state that
such an estimate cannot be made.  Please refer to ASC 450-20-50.

If you conclude that you cannot estimate the reasonably possible addi tional loss or range
of loss, please supplementally: (1) expl ain to us the procedures you undertake on a
quarterly basis to attempt to develop a range  of reasonably possibl e loss for disclosure
and (2) for each material matter, what specif ic factors are causing the inability to estimate
and when you expect those factor s to be alleviated.  We r ecognize that there are a number
of uncertainties and po tential outcomes associated with lo ss contingencies.  Nonetheless,
an effort should be made to develop estim ates for purposes of disclosure, including
determining which of the potential outcom es are reasonably possible and what the
reasonably possible range of losses would be  for those reasonably possible outcomes.
 You may provide your disclosures on an aggr egated basis.  Please include your proposed
disclosures in your response.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.     In responding to our comments, please provi de a written statement from the company
acknowledging that
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Mr. James M. Zemlyak
Stifel Financial Corp. September 2, 2011 Page 3

You may contact William Demarest, Staff Acco untant, at (202) 551-3432 or me at (202)
551-3694 with any questions.          S i n c e r e l y ,           /s/ Jonathan Wiggins          Jonathan Wiggins         S t a f f  A c c o u n t a n t

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

CORRESP
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Acceleration Request

 [Stifel Letterhead]

May 20, 2010

 Via EDGAR and
Facsimile (703-813-6984)

 Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549

Attention: Thomas Kluck, Branch Chief

 Re:

Stifel Financial Corp.

Registration Statement on Form S-4

Filed on April 28, 2010

File No. 333-166355

 Dear Mr. Kluck:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the
effectiveness of the above-referenced registration statement be accelerated to May 24, 2010, at 12:00 p.m., Eastern Time, or as soon thereafter as practicable.

In addition, the registrant hereby acknowledges that:

•

 should the Securities and Exchange Commission (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 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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Please call Robert J. Endicott at (314) 259-2447 or Todd M. Kaye at (314) 259-2194 if you have
any questions or comments. Thank you for your continued assistance.

 Very truly yours,

STIFEL FINANCIAL CORP.

By:

/s/    James M. Zemlyak

 Name: James M. Zemlyak

Title: Senior Vice President, Treasurer, and Chief Financial Officer

Mail Stop 4561

February 9, 2009

 VIA USMAIL and FAX (314) 342 - 2115   Mr. James M. Zemlyak Chief Financial Officer Stifel Financial Corporation 501 N. Broadway St. Louis, Missouri 63102 - 2188
Re: Stifel Financial Corporation
  Form 10-K for the year ended 12/31/2007
Filed on 3/4/2008
File No. 001-09305

Dear Mr. James M. Zemlyak:
We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

Cicely LaMothe Branch Chief

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December 30, 2008

[STIFEL FINANCIAL CORP. letterhead]

January 20, 2009

Mr. Tom Kluck

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E., Mail Stop 4561

Washington, D.C. 20549

RE:     Stifel Financial Corp.

            Form 10-K for the year ended December 31,
2007

            Filed on March 4, 2008

            File No. 001-09305

Dear Mr. Kluck:

We refer to the comment letter
dated December 24, 2008 from the staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the "Staff") concerning the Form
10-K for the fiscal year ended December 31, 2007 of Stifel Financial
Corp. (the "Company") filed with the Commission on March 4, 2008.

We have set forth below the text
of each of the Staff's comments contained in its comment letter, followed by
the Company's response.  The Company expects that it will revise its future
filings (beginning with either its Form 10-K for the fiscal year ended December
31, 2008 or its Form 10-Q for the quarterly period ended March 31, 2009, as
appropriate) as noted in the responses below.

Form 10-K for the year ended December 31, 2007

Financial Statements and Notes

Note A - Summary of Significant Accounting and Reporting
Policies

Investments, page 71

1.      We
note Investments represent marketable and non-marketable securities not included
in the broker dealer trading inventory and are investments in private equity
partnerships, startup companies and other venture capital investments.  We also
note your disclosure that these amounts are carried at fair value and some at
accreted cost.  Please tell us if these investments are accounted for under
SFAS 115 or APB 18 to clarify the basis for the recorded value of these
assets.  Lastly, we note the Investments asset is comprised of various items
including amounts related to your deferred compensation plans, investments in
qualified Missouri businesses, etc.  Tell us what consideration was given to
providing a tabular presentation showing the different components of this asset
with appropriate references to the relevant footnotes.

1

Investments on the
Consolidated Statements of Financial Condition contain investments in
securities that are marketable and securities that are not readily marketable.
These investments are not included in our broker-dealer trading inventory and
represent the acquiring and disposing of debt or equity instruments for our
benefit.

Our broker-dealer
subsidiaries report changes in fair value of marketable and non-marketable securities
through current period earnings based on guidance provided by the AICPA Audit
and Accounting Guide, "Brokers and Dealers in Securities." The fair value of these
investments is based on either quoted market or dealer prices.

Our non
broker-dealer subsidiaries account for investments in marketable and non-marketable
securities pursuant to SFAS 115, "Accounting for Certain Investments in
Debt and Equity Securities." We determine the appropriate classification of
investments in marketable securities at the time of purchase and reevaluate
such designation at each balance sheet date.

As of December 31,
2007 and 2006, none of our investments were accounted for pursuant to APB 18, "The
Equity Method of Accounting for Investments in Common Stock."

In consideration of
clarifying our historical disclosures, prospectively, we propose adding the
following table to our existing disclosures that will show the different
components of our investments with appropriate references to the relevant
footnotes:

The following table
presents investments held at our broker-dealer and non broker-dealer
subsidiaries at December 31, 2007 and 2006:

  2007

  2006

  Broker-dealer:

  Mutual funds (Note P)

  $    30,760

  $    6,149

  U.S. government obligations

          8,669

        9,179

  Non-marketable investments

          4,889

        3,585

  Other

          1,327

        3,127

        45,645

      22,040

  Non broker-dealer:

  December
  31,

  Investments at accreted cost (Note R)

  $    21,772

  $  20,503

  Non-marketable investments

          3,212

        4,872

  Other

          1,853

        2,050

        26,837

      27,425

  Total investments

  $    72,482

  $  49,465

Mutual funds are
purchased to economically hedge our liability for deferred compensation plans
(See Note P). Non-marketable investments for both our broker-dealer and non
broker-dealer subsidiaries consist of investments in equity securities of
private companies, limited liability company interests and limited partnership
interests. Investments at accreted cost and held to maturity consist of U.S.
Government securities used to fund our venture capital activities in qualified Missouri businesses (See Note R).

   2

Note B - Acquisitions

Significant Acquisitions, pages 78 - 81

2.      We
note that as part of the Ryan Beck acquisition, you agreed to contingent
earn-out payments based on revenues generated by specific individuals in the
acquired divisions.  Tell us how you considered the guidance in paragraph 34 of
SFAS 141 and EITF 95-8 in determining whether these contingent considerations
should be accounted for as an adjustment to the purchase price or as
compensation.

On
February 28, 2007, we closed on the acquisition of Ryan Beck Holdings, Inc. and
its wholly-owned broker-dealer subsidiary Ryan Beck & Company, Inc. ("Ryan
Beck") from the selling shareholders. On the acquisition date, BankAtlantic
Bancorp, Inc. owned approximately 96% of Ryan Beck. A contingent earn-out
payment is payable to the selling shareholders based on defined revenues attributable
to specified individuals in Ryan Beck's existing private client and investment
banking divisions over the two-year period following closing.

In
consideration of the guidance in paragraph 34 of SFAS 141, the contingent
consideration was not based on services provided by the selling shareholders. In
consideration of EITF 95-8, the selling shareholders who continued as key
employees owned a minor amount of stock in Ryan Beck and all selling
shareholders will receive the same amount of contingent consideration on a per
share basis (factors involving components of shareholder group). Additionally,
payments of the contingent consideration to the selling shareholders who
continued as key employees are not affected by employment termination (factors
involving terms of employment). Therefore, we believe any contingent payments
should be accounted for as an adjustment to the purchase price and not
compensation expense.

Note P - Stock-Based Compensation Plans

Stock Units, pages 94 - 95

3.      Clarify
how you are accounting for the issuance of restricted stock units under your
2007 Incentive Stock Plan pursuant to SFAS 123(R).  In this regard, to the
extent that stock-based compensation is classified as a liability, include in
your response a description of your re-measurement policy consistent with the
guidance in paragraph 37 of SFAS 123(R).  In addition, clarify how fair value
is determined and any assumptions in making that determination.

  3

On
June 22, 2007, our shareholders approved the Stifel Financial Corp. 2007 Incentive
Stock Plan (for Ryan Beck Employees) whereby we may grant up to an aggregate of
1,800,000 (as adjusted for the three-for-two stock split in June 2008) incentive
stock options, stock appreciation rights, restricted stock, performance awards,
or stock units. All incentive awards granted from the 2007 Incentive
Stock Plan (for Ryan Beck Employees) are equity awards and are accounted for under the provisions of SFAS 123(R).

On
June 22, 2007, we exchanged all Ryan Beck appreciation units held by
participants in the Ryan Beck deferred compensation plans for restricted stock
units issued under the 2007 Incentive Stock Plan (for Ryan Beck Employees). Equity
incentive awards issued for the retention program and the restricted stock
units issued in exchange for the Ryan Beck appreciation units under the 2007 Incentive
Stock Plan (for Ryan Beck Employees) were valued at $39.73 per share (as
adjusted for the three-for-two stock split in June 2008), the price of our
common stock on the date the shareholders approved the 2007 Incentive Stock
Plan (for Ryan Beck Employees) (the "grant date"). The awards generally vest
ratably over a three- to seven-year vesting period from the grant date.

We
have no stock based compensation awards that are classified as liability awards
under the provisions of SFAS 123(R). All of our stock-based compensation awards
meet the requirement of being classified as equity awards pursuant to SFAS 123(R). In future filings, we will clarify our disclosure to indicate that we have
no stock-based compensation awards classified as liability awards.

The restricted stock
units granted under the 2007 Incentive Stock Plan (for Ryan Beck Employees) are
subject only to service conditions in that vesting depends solely on an
employee rendering service to the employer for the requisite service period.
In accordance with paragraph 21 of SFAS 123(R), an equity share unit awarded to
an employee shall be measured at its fair value as if it were vested and issued
on the grant date. Therefore, the fair value of these awards is determined
using the market price of our company's common stock on the grant date, with an
assumption for forfeitures based on historical forfeiture rates by employee
class. Compensation cost relating to these awards is recorded over the
requisite service period which is three to seven years reduced for estimated
forfeitures. The estimated forfeiture rate will be revised if actual
forfeitures differ from our estimate at the grant date.

In future filings,
we will clarify our disclosure as follows to specify that the fair value of
these awards is determined using market price of our company's common stock on the
grant date:

The Company measures
compensation costs for restricted stock units as of the date of the grant using
the market price of the Company's common stock and expenses such amounts
against earnings ratably over the respective vesting/service period reduced for
estimated forfeitures.

Note T - Segment Reporting, pages
100 - 101

4.      Please
tell us what consideration was given to disclosing the reportable segments'
assets and reconcile them to the enterprise's consolidated assets.  Reference
is made to paragraph 32(c) of SFAS 131.

 4

Historically, with
the exception of fixed assets, goodwill and intangibles, as disclosed in the
Form 10-K, our assets were not
recorded or accounted for by segment. Our chief operating decision maker made
decisions about the allocation of resources and assessed the performance of our
segments based on the operating measures of each segment and return on
investment without ascribing asset values to the segments. In consideration of the
guidance in SFAS 131, information disclosed about each operating segment was
measured on the same basis as the information used by the chief operating
decision maker for the purposes of allocating resources to segments and assessing
performance. Therefore, we concluded that disclosing the separate measure of
total assets by segment in our consolidated financial statements was not beneficial
or informative to the readers of our financial statements.

Prospectively, in
future filings, we will include a reconciliation of the reportable segments'
assets to our company's consolidated total assets to address the requirement of
paragraph 32(c) of SFAS 131. In addition, we will describe the nature of the
differences between the measurements of our reportable segments' assets and our
company's consolidated total assets as required by paragraph 30(c) of SFAS 131.

 Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis

 Annual Incentive Compensation, page 26

5.      We
note the factors the compensation committee weighed in determining the annual
incentive compensation for your named executive officers.  In future filings,
please expand your disclosure to discuss how the committee applied these
factors to each named executive officer and determined the level of
compensation payable for such named executive officer.  To the extent
compensation decisions are based on achieving certain target levels, please
quantify those target levels.  Please tell us how you intend to comply with
this comment.

5

After the 162(m)
targets are met, annual incentive compensation for each of the named executive
officers is at the complete discretion of the Compensation Committee (the
"Committee"). No Company or individual performance targets are utilized by the
Committee in the setting of awards. Instead, at the end of each fiscal year,
the Committee reviews individual performance evaluations over the prior fiscal
year, including any Company achievements to which the individual named
executive officer contributed. The proxy lists the general performance
evaluation criteria that are considered by the Committee as part of the award
process with the explicit caveat that no specific goals or weighting of
criteria are utilized by the Committee. In order to facilitate an understanding
of the award process for the fiscal year at issue, we list specific Company
achievements considered by the Committee in setting the awards for the prior
fiscal year. These factors are not attributed by the Committee on an individual
basis in the award process but are mere considerations by the Committee in
utilizing its discretion in the determination of awards. In future disclosure,
we will further emphasize that (i) no targets are utilized by the Committee,
and (ii) the Committee utilizes complete discretion in setting awards.

Long-Term Incentive Awards, page 29

6.      We
note your disclosure that long-term incentive awards are based upon the
creation of shareholder value and an increase to your stock price.  Please
expand your discussion and analysis of the factors the compensation committee
considered in determining the amount of long-term incentive compensation
awarded to each named executive officer.  To the extent long-term incentives
are based on achieving certain target levels, please quantify those target
levels.  In addition, we note that the compensation committee has discretionary
authority to set long-term incentive awards.  Provide this information in
future filings and tell us how you intend to comply.

Similar to the
annual incentive compensation program, long-term incentive awards are granted at
the complete discretion of the Committee. No performance targets or specific
criteria are utilized in the award process other than the consideration of
overall shareholder value and the Company's stock price. In the future, to the
extent that the Committee looks to specific Company achievements over the prior
year in utilizing its discretion in the awards process, we will identify any
such achievements similar to our listing of specific achievements considered by
the Committee in setting the annual incentive compensation awards.

 Executive Compensation in the Last Fiscal Year

 Nonqualified Deferred Compensation, page 40

7.      In
future filings, please include a footnote to your Nonqualified Deferred
Compensation Table quantifying the extent to which the amounts reported in the
"Aggregate Earnings" column are reported as compensation in your Summary
Compensation Table.  Refer to the Instruction to Item 402(i)(2) of Regulation
S-K.

We will include
in its future proxies the footnotes required by the Instruction to Item
402(i)(2) of Regulation S-K to its Nonqualified Deferred Compensation Table.
For example, we have modified the applicable table from our 2007 proxy to
supplementally advise the Staff of the requested information:

                                                                          6

Nonqualified Deferred
Compensation.  The following table sets forth information concerning
contributions, earnings,

Mail Stop 4561

December 24, 2008

 VIA USMAIL and FAX (314) 342 - 2115   Mr. James M. Zemlyak Chief Financial Officer Stifel Financial Corporation 501 N. Broadway St. Louis, Missouri 63102 - 2188
Re: Stifel Financial Corporation
  Form 10-K for the year ended 12/31/2007
Filed on 3/4/2008 File No. 001-09305
 Dear Mr. James M. Zemlyak:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de 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  requirements 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 free to call us at the telephone numbers listed at the end of this letter.

James M. Zemlyak
Stifel Financial Corporation
December 24, 2008 Page 2  FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007

 Financial Statements and Notes

 Note A – Summary of Significant Accounting and Reporting Policies

 Investments, page 71

1. We note Investments represent marketable and non-marketable securities not
included in the broker-dealer  trading inventory and ar e investments in private
equity partnerships, startup companies and other venture capital investments.  We
also note your disclosure th at these amounts are carried at  fair value and some at
accreted cost.  Please tell us if thes e investments are accounted for under SFAS
115 or APB 18 to clarify the basis for the recorded value of thes e assets.  Lastly,
we note the Investments asset is comp rised of various items including amounts
related to your deferred compensation pl ans, investments in qualified Missouri
businesses, etc.  Tell us what consideration was given to providing a tabular
presentation showing the different com ponents of this asset with appropriate
references to the relevant footnotes.

Note B – Acquisitions

Significant Acquisiti ons, pages 78 – 81
 2. We note that as part of the Ryan Beck acquisition, you agreed to contingent earn-
out payments based on revenues genera ted by specified individuals in the
acquired divisions.   Tell us how you considered the guidance in paragraph 34 of SFAS 141 and EITF 95-8 in determining whether these contingent  considerations
should be accounted for as an adjustment to the purchase price or as compensation.
 Note P – Stock-Based Compensation Plans

Stock Units, pages 94 – 95

3. Clarify how you are accounting for the issuance of rest ricted stock units under
your 2007 Incentive Stock Plan pursuant to SFAS 123(R).  In this regard, to the extent that stock-based comp ensation is classified as a liability, include in your
response a description of your re-meas urement policy consistent with the
guidance in paragraph 37 of  SFAS 123(R).  In addition, clarify how fair value is
determined and any assumptions in making that determination.

James M. Zemlyak
Stifel Financial Corporation
December 24, 2008 Page 3  Note T – Segment Reporting, pages 100 – 101

 4. Please tell us what consideration was gi ven to disclosing the reportable segments’
assets and reconcile them to the enterprise ’s consolidated assets.   Reference is
made to paragraph 32(c) of SFAS 131.
 Proxy Statement on Schedule 14A

Compensation Discussion and Analysis

Annual Incentive Compensation, page 26

5. We note the factors the compensation committee weighed in determining the
annual incentive compensation for your na med executive officers.  In future
filings, please expand your disclosure to  discuss how the committee applied these
factors to each named executive officer a nd determined the level of compensation
payable for such named executive officer.  To the extent compensation decisions
are based on achieving certain target levels, please quan tify those target levels.
Please tell us how you intend to comply with this comment.
 Long-Term Incentive Awards, page 29

6. We note your disclosure that long-te rm incentive awards are based upon the
creation of shareholder value and an incr ease to your stock price.  Please expand
your discussion and analysis of th e factors the compensation committee
considered in determining the amoun t of long-term incentive compensation
awarded to each named executive officer.  To the extent long-term incentives are
based on achieving certain target levels, please quantify those target levels.  In
addition, we note that the compensation co mmittee has discretionary authority to
set long-term incentive awards.  Please di sclose if the committee exercised its
discretionary authority.  Provi de this information in futu re filings and tell us how
you intend to comply.

James M. Zemlyak
Stifel Financial Corporation
December 24, 2008 Page 4  Executive Compensation in the Last Fiscal Year

 Nonqualified Deferred Compensation, page 40

7. In future filings, please include a footnote to your Nonqualified Deferred
Compensation Table quantifying the extent to which the amounts reported in the
“Aggregate Earnings” column are repor ted as compensation in your Summary
Compensation Table.  Refer to the Instru ction to Item 402(i)(2) of Regulation S-
K.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2008
 Financial Statements and Notes

 Note C – Fair Value Measurements, pages 24 – 25

 8. For the amount of unrealized losses incl uded in net income for your Level 3
assets, please tell us and disclose the amount attributable to assets  still held at the
reporting date and a description of wh ere these amounts are reported in the
statement of income.   Reference is made to paragraph 32(d) of SFAS 157.

Certifications

9. We note that your certifications were not filed in the exact form as outlined in
Item 601(B)(31)(i) of Regulation S-K.   The discrepancy involves modifying the
wording in paragraph 4(d).  Please confir m that in future filings, you will file
certifications in the exact form as outlin ed in Item 601(B)(31)(i) of Regulation S-
K.

 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 a ny requested information.  Detailed letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

James M. Zemlyak
Stifel Financial Corporation December 24, 2008 Page 5   In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Wilson K. Lee at (2 02) 551 – 3468 or Cicely LaMothe at (202)
551 – 3413 if you have questions regarding co mments on the financial statements and
related matters.  Please c ontact Kristina Aberg at (202) 551 - 3404 or me at (202) 551 –
3233 with any other questions.

Sincerely,

Tom Kluck  Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 7010
January 2, 2008
  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 completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Tricia Armeli n, Staff Accountant, at (202) 551 -3747 or, in her absence, to
the undersigned at (202) 551-3768.
Sincerely,

        John Cash         A c c o u n t i n g  B r a n c h  C h i e f

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October 15, 2007

December 19, 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 September 30,
2007

Dear Mr. Cash:

            On behalf of Stifel Financial Corp. ("the
Company") we are responding to the comments of the staff of the Securities
and Exchange Commission in your letter dated December 6, 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.         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 cited pricing pressures and the
realization of your expected merger benefits and synergies. There is a concern
that readers may not fully understand the specific business, economic, and
competitive factors that have precipitated these pricing pressures nor the
extent of the impact on the corresponding revenue and expense accounts. Please
supplementally provide us with a responsive disclosure.

Company
Response:

We note your comment that some readers may not fully grasp
the effect of the pricing pressures we describe in our risk factor on page 11 of
our Form 10-K for the year ended December 31, 2006 on our revenues and expenses.
However, to date, these pricing pressures have not had a significant impact on
our results of operations and we believe that it would not be possible to
accurately quantify any potential impact that these pricing pressures may have,
and in any event may, under certain circumstances, represent confidential
pricing information. To address the Staff's comment and concern however, we will
include in the Executive

1

Summary in our future filings further discussion in
substantially the following form:

The Company is subject to increased
pricing pressures, principally in the Equity Capital Markets segment.
Institutional clients seek to decrease the cost of trade execution by
unbundling payments for trade execution from payments for research products and
services, both of which we provide. As a result of the Company's focus on
providing trade executions and highly regarded research products and services
on a bundled basis, neither revenues from institutional clients nor profit
margins on those revenues have decreased as a result of these pricing pressures.

We further note your comment to further explain and quantify
the expected merger benefits and synergies. To address the Staff's comment, we
will further expand the Executive Summary in our future filings to include discussion in substantially
the following form (additional language shown in italics):

The Company's overall financial results continue to be highly
and directly correlated to the direction and activity levels of the United
States equity markets and the increased activity from the successful
integration of the LM Capital Markets business acquired on December 1, 2005,
the Ryan Beck acquisition on February 28, 2007, the First Service acquisition
on April 2, 2007, and the Company's continued expansion of the Private Client
Group ("PCG"), including the Miller Johnson Steichen and Kinnard
("MJSK") purchase on December 5, 2006. The latter three acquisitions have
contributed the following amounts of net revenues for the nine-month period
ended September 30, 2007: Ryan Beck -$134.4 million; First Service - $2.9
million; and MJSK - $11.8 million. As a result of these latter three acquisitions, the
Company added 1,043 employees and 51 private client group offices.

The Company's quarterly and year to date results have also been
impacted by the increased operating costs resulting from the integration of
Ryan Beck which was acquired on February 28, 2007. As a result of the Ryan
Beck acquisition, occupancy and equipment rental, communications and office
supplies, and other operating expenses increased $6.2 million, $4.1 million,
and $3.2 million, respectively, for the nine months ended September 30, 2007.
However, as the Ryan Beck Private Client offices have converted to Stifel
Nicolaus, the Company has realized cost savings in commissions and floor
brokerage fees through the elimination of clearing fees that Ryan Beck paid to a
third party clearing agency, as the Company is able to more efficiently
self-clear those transactions. These commissions and floor brokerage cost
savings have been partially offset by increased administrative and operational
costs for additional personnel added to handle the increased volume of
transactions. The Company has realized some synergies through reduced overhead
costs as a percentage of net revenues through the third quarter and anticipates
realizing further future overhead synergies after the conversion of back office
and operations personnel is completed in the fourth quarter. For the nine

2

 months ended September 30, 2007 and 2006, total non-interest expenses in the
Company's "Other" segment as a percentage of net revenues was 17.3%
and 20.2%, respectively. In addition, for the nine months ended September 30,
2007, the Company has incurred acquisition related expenses associated with the
Ryan Beck acquisition consisting of: 1) $22.7 million of employee compensation
and benefits costs, including $1.0 million for Ryan Beck positions that will be
eliminated by year-end, principally for the amendment and acceleration of
vesting of the Ryan Beck deferred compensation plan; and 2) $6.5 million in
other operating expenses. See further discussion of these acquisition related
charges in the Results of Operations for Other Segment - Nine Months. The
Company does not anticipate significant conversion or acquisition related
charges in the future related to the Ryan Beck acquisition.

Core
Earnings, page 30

2.         We have
reviewed your response to our prior comment two. We continue to be concerned
about your exclusion of your acquisition-related charges. Your current
disclosures may confuse investors about the level of compensation that will be
required on an ongoing basis to generate the 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
intensified. We also note your disclosure that the success of your acquisitions
depends on your ability to retain key personnel from Ryan Beck and Legg Mason.
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
heightened 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.

Company
Response:

The Company will
remove this presentation and discussion 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 Overdrafts on Statement of Cash Flows" and
SFAS 95 in determining that is was appropriate to classify your book overdrafts
as an operating activity. In addition, please tell us whether any of your
outstanding checks and electronic payments that have not yet been presented for
payment at the bank were transacted on bank accounts that were included in your
cash balance as of December 31, 2006.

3

Company
Response:

As discussed in our November 13, 2007 response, drafts
payable represent outstanding checks and electronic transfers that have not yet
been presented for payment at the bank. Specifically, these are drafts utilized
in our normal brokerage operations to pay clients money from their brokerage
accounts. The drafts are written out of a zero balance account ("ZBA
account") and are funded by transfers from the Company's operating account
as they are presented for payment at the bank. At the end of any given day, the
balance in this drafts account is zero, so there are no bank overdrafts, only
book overdrafts. The Company's operating cash account that funds this ZBA
account has a positive balance.

The Company considered the AICPA Technical Practice Aid,
"Presentation of Cash Overdrafts on Statement of Cash Flows" and the
inquiry and reply discussed therein with regard to the bank account in an
overdraft position. The AICPA reply referenced SFAS 95 "Statement of Cash Flows"
and stated that the net change in overdrafts during the period is a
financing activity. We believe that this is different from our situation, in
that the example was a bank overdraft and did not discuss the treatment of a
book overdraft. In the Company's situation, when the draft payable check or
electronic transfer is issued to the client, the Company debits "payable
to customers" (an operating activity) and credits "drafts payable."
At the time of the issuance of the draft, the Company has no financing activity
with the bank as the bank has not extended credit as would be the case if the
bank account were overdrawn. Paragraph 18 of SFAS 95 indicates that financing
activities include obtaining resources from owners and providing them with a
return on, and a return of, their investment; borrowing money and repaying
amounts borrowed, or otherwise settling the obligation; and obtaining and
paying for other resources obtained from creditors on long-term credit. The
Company's drafts payable transactions do not represent any of those activities
and occur within the day-to-day operations of our broker-dealer business as
agent for our clients. Since these drafts payable transactions relate to other
operating activities, specifically "payable to customers", we believe
the proper presentation of this transaction is as an operating activity.

Note A.
Summary of Significant Accounting 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 recognition practices may be clarified in future
filings, either in the Business section or in the accounting policies footnote.
Please consider clarifying the following issues in your future disclosures:

4

?    There have been no significant
expenses recognized for incomplete transactions;

?    Your revenue derived from
contractual obligations is regarded when payments are earned and contractually
due;

?    You do not have any incentive
income subject to repayment;

?    You account for proprietary
research reports as a cost of doing business; and

?    You do not offer discounts on
your commission rates.

Company
Response:

The Company will expand its disclosures in future filings to
address the issues above. The following revenue recognition policy disclosures will
be revised as follows with the new language in italics.

Investment Banking

Investment banking revenues include advisory fees,
management fees, underwriting fees, net of reimbursable expenses, and sales
credits earned in connection with the distribution of the underwritten
securities. Investment banking management fees are recorded on offering date,
sales concessions on trade date, and underwriting fees at the time the
underwriting is completed and the income is determinable. Revenues derived
from contractual arrangements, typically advisory fees, are recorded when
payments are earned and contractually due. Expenses associated with investment banking transactions are deferred until the
related revenue is recognized or the engagement is otherwise concluded. For
the periods presented, there were no significant expenses recognized for
incomplete transactions. (if true). The Company has not recognized any incentive
income that is subject to contingent repayments (if true).

Security
Transactions

Customer security transactions are recorded on a settlement
date basis, with related commission revenues and expenses recorded on a trade
date basis. Commission revenues are recorded at the amount charged to the
customer, which, in certain cases, may include varying discounts. Principal
securities transactions are recorded on a trade date basis. The Company
distributes its proprietary equity research products to its client base
of institutional investors at no charge. These proprietary equity research
products are accounted for as a cost of doing business.

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 Rule 13a-15(e). In particular, 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 filed under the Exchange Act is recorded, processed,
summarized and reported as and when required and are meant to ensure
that material information

5

             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 define the term and that your
officers' conclusion on the effectiveness of disclosure controls and procedures
covers all parts of the definition. Alternatively, in future filings you may simply
conclude that your disclosure controls and procedures are effective or
ineffective, whichever the case may be, without providing any part of the
definition.

Company
Response:

The Company will modify its
disclosure in future filings to fully define disclosure controls and procedures
in accordance Exchange Act Rule 13a-15(e) as follows:

Under rules promulgated by the SEC,
disclosure controls and procedures are defined as those controls and other
procedures of an issuer that are designed to ensure that information required
to be disclosed by the issuer in the reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms
and that such information is accumulated and communicated to the issuer's
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow for timely decisions regarding required disclosure.

If you have any additional
questions on the above information, please feel free to contact me at
314-342-2000.

Sincerely,

Stifel Financial Corp.

/s/ James M. Zemlyak

James M. Zemlyak

Senior Vice President, Chief Financial Officer,

Treasurer, and
Director

6

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

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

CORRESP
1
filename1.htm

October 15, 2007

November 9, 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:

            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 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.

1

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 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").

2

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.

 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.

3

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.

 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.

4

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 investments and has expanded these policies
to indicate whether these activities are operating activities or investing
activities. Further, the Company has expanded its investment policy as
indicated above.

6

10.       In
future filings (including forms 10-Q), please delete the subtotal line ($66,123
in 2006) in the operating activities section. See FAS 95 and Item 10(e) of
Regulation S-K.

Management's
Response:

The Company will delete this subtotal from the operating
activities section of the Consolidated Statements of Cash Flows in future
filings, as has done so for the Quarterly Report on Form 10-Q for the period
ende

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
September 27, 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 June 30, 2007

Dear Mr. Zemlyak:

We have reviewed the financial statements  and related disclosures in your filings
and have the following comments.  Where i ndicated, 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 inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with supplemental info rmation so we may better understand your
disclosure.  After reviewing this inform ation, we may or may not raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the fiscal year ended December 31, 2006

 Management’s Discussion and Analysis, page 21

 1. In order to increase tran sparency and allow reader s to better understand your
historical results, please provide in future  filings (including fo rms 10-Q) additional
clarification regarding your operating results.  In this regard, we note that, for the three
years ended December 31, 2006, you have experi enced 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 othe r material factors that  contribute to this
trend which could be quantified or discusse d. For example, we note your disclosure in
your risk factors on page 11 that you have e xperienced significant pricing pressure in
areas of your business that impa ir your revenue and profitab ility. However, there does not
appear to be disclosure in MD&A that clearly and completely explains to readers the

Mr. James M. Zemlyak
September 27, 2007 Page 2 of 5   extent to which this factor has impacted your operating results on a consolidated and on a
segment basis. Also, the risk factors on page s 9 and 10 discuss the potential impact of
business integration costs, however there does not appear to be disclosure in MD&A that
clearly informs readers whether expected merg er benefits and synerg ies 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 ope rating margins. If any of these factors have
had an immaterial impact on hist orical operating margins, then  that fact should be clearly
disclosed. See Section 501.12.b.3 of the Financial Reporting Codification.
 Core Earnings, page 25

 2. We note that you present non-GAAP financia l measures here and on page 23. Please
clarify for us how this measure can be used  by investors to appropr iately evaluate the
performance of your business. In addition, please tell us how you determined it was
appropriate to exclude the ac quisition-related charges but to include the revenue and
other expenses related to your acquisitions. Further, pl ease 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.  Liquidity and Capital Resources, page 31

3. We note the risk factor on page 13 con cerning 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 ha s 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 Flow s. Please see Sections 501.12.b.1 and 501.13 of
the Financial Reporting Codification.  4. The liquidity risk factor on pa ge 13 references restrictions on the ability of the parent
to receive distributions from its subsidiaries . In future filings, pl ease revise MD&A to
clarify the significance of these restrictions. Also, please explain to us how you assessed
the applicability of the Schedul e I disclosures outlined in Ar ticle 5-04 of Regulation S-X.
 Legal Reserves, page 33

 5. We note the disclosures here and on pages 12 and 57 regarding lega l costs. In future
filings (including forms 10-Q), please disclo se whether such costs have materially
impacted operating results in any of the peri ods presented. Absent such disclosure, there
is a concern that investors ca nnot fully assess the materialit y of this risk and whether
management’s related critical accounting esti mates have been accurate in the past. See
Section 501.14 of the Financial Reporting Codification.

Mr. James M. Zemlyak
September 27, 2007 Page 3 of 5   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 empl oyees. Absent such clarification, an investor
cannot assess the extent to which the re serve covers the amounts due from former
employees. We also note the significant incr ease in the Balance Sheet account through
6/30/07 and the material diffe rence in recoverability risk between amounts due from
current and from former employees.      Consolidated Statement of Cash Flows, page 44

 7. Please tell us how you determined it was appr opriate to record changes in your drafts
payable account as an operating activity. Plea se include an analysis  of paragraphs 18-20
of SFAS 95.  8. Please tell us how you determined that cl assification of “securities sold, not yet
purchased” as an operating activity is consiste nt with the apparent financing nature of
such transactions. Please include an an alysis of paragra phs 18-20 of SFAS 95.
 9. In future filings, please revise the “i nvestments” accounting policy disclosure to
clearly explain why all such transactions are cl assified as investing activities instead of as
operating activities. The basis for the differen ce in presentation, compared to “securities
owned”, may not be clear to readers given the su bstantial turnover in the “investments”
portfolio.    10. In future filings (including forms 10-Q),  please delete the su btotal line ($66,123 in
2006) in the operating activitie s section. See SFAS 95 and Item  10(e) of Regulation S-K.
 Note A. Summary of Significant Acc ounting and Reporting Policies, page 46

 11. Please provide us, and include in future filings, a comprehensive description of your revenue recognition policy in accordance with SAB Topic 13B.  In this regard, please
separately discuss your policies related to  your commissions, principal transactions,
investment banking and asset management a nd service fee revenue streams including the
time period over which revenue is recognized  and what specific accounting literature you
considered in formulating your accounting pol icy.  Please also address the following:
• Tell us if you perform services in which you earn revenues only upon the
successful completion of a transaction and, if so, please also tell us how
you account for the corresponding deferred expenses and if there have been any significant deferred expenses recognized for incomplete
transactions.
• To the extent that you recognize re venue from fees pursuant to a
contractual arrangement, tell us when payment becomes due under these
arrangements and how this imp acts the timing of your revenue
recognition.

Mr. James M. Zemlyak
September 27, 2007 Page 4 of 5
• Tell us if you are recognizing any in centive income that  is subject to
contingent repayments and, if so, pl ease tell us how you are accounting for
these contingencies and disclose the amount of incentive income that is
subject to repayment.
• Tell us how you are accoun ting for the value of a ny proprietary research
reports that are provided to clients at no charge.
• Tell us how you account for discounts on your commissions.

12.   In future filings (including forms 10-Q), please clearly disclose here or in MD&A
whether there are any material concentrations  in the company’s securities, investments,
loan, or receivable portfolio s. See the guidance in paragr aphs 15A and 15B of SFAS 107.
 Note T- Impact of NYSE/Archipelago Merger, page 62

 13. Please tell us specifically how you calcu lated the net gain on your sale of 51,900
shares of NYSE Group common stock and how the amount was impacted by a valuation
adjustment for the transfer restrictions on the shares received.   Item 9A. Controls and Procedures, page 65

 14. We note your disclosure that your Chie f Executive Officer and Chief Financial
Officer concluded that your di sclosure controls and procedur es were effective in alerting
them to material information, on a timely basi s, required to be included in your periodic
filings.  This statement does not conform to the definition of disclosure controls and
procedures, which is outlined in Exchange Ac t Rule 13a-15(e).  Please confirm to us, and
revise future filings to clarify, if true, that  your officers concluded that your disclosure
controls and procedures were effective to ensure that information you are required to
disclosure in reports filed under the Excha nge Act is recorded, processed, summarized
and reported as and when required and were effective for the purpos e of ensuring that
material information required to be in this  report is made known to management and
others, as appropriate, to allow timely d ecisions regarding required disclosures.
Alternatively, in future filings you may simply  conclude that your di sclosure controls and
procedures are effective or ineffective, wh ichever the case may be, without providing any
part of the definition.  This comment is also  applicable to your quarterly filings.
 Form 10-Q for the period ended June 30, 2007

Note G. Bank Loans, page 19
 15. Given that your bank loans balance is ma terial to your equit y, please tell us, and
clarify in future filings, the extent to which you have any material investments in
subprime mortgages.

Mr. James M. Zemlyak
September 27, 2007 Page 5 of 5        Please respond to these comments w ithin 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany 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.     In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 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          Accounting Branch Chief

CORRESP
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May 15, 2007

            VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

            Attention:

            Jennifer Hardy, Legal Branch Chief
Brigitte Lippmann, Staff Attorney

            Re:

            Stifel Financial Corp.
Preliminary Schedule 14A

Filed on April 27, 2007
File No. 0-09305

Dear Ms. Hardy and Ms. Lippmann:

This letter sets forth the responses of Stifel Financial Corp., a Delaware corporation (“Stifel”), to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 10, 2007 (the “Comment Letter”), with respect to the above-referenced filing (the “proxy statement”).

For the convenience of the Staff, we have set forth below the text of each of the Staff’s comments included in the Comment Letter, followed by the response. This letter and Stifel’s amended proxy statement on Schedule 14A (the “Revised Proxy Statement”) are being filed with the Commission electronically today.

In addition to the EDGAR filing, we are delivering via hand delivery a hard copy of this letter, along with:

            •

            one clean courtesy copy of the Revised Proxy Statement (the “clean copy”); and

            •

            one copy of the Revised Proxy Statement marked to show changes from the last filing (the “marked copy”).

For ease of reference, each of the Staff’s comments is reproduced below in its entirety in bold, followed by the corresponding response.  Defined terms used in this response letter and defined in the proxy statement are used in this response letter as defined in the proxy statement, unless otherwise defined in this response letter.

Securities and Exchange Commission

May 15, 2007

Page 2

            1.

            Please furnish the information required by Part C of Form S-4 for Ryan Beck.  See Item 14(c)(2) of Schedule 14A.

Response:  We have included the requested information.  Please see pages 25 to 41 of the Revised Proxy Statement, as well as the financial statements included in an appendix to the Revised Proxy Statement.

            2.

            We note the limitation on reliance by shareholders in the next to last paragraph of the fairness opinion provided by Citi as attached to the proxy statement.  Since the opinion has already been issued and the merger consummated, please disclose this limitation on reliance in the proxy statement.  Also disclose the basis for Citi’s belief that shareholders cannot rely upon the opinion to support any claims against Citi arising under the applicable state law (e.g., the inclusion of an express disclaimer in Citi’s engagement letter with the company).  Describe any applicable state law authority regarding the availability of such a potential defense.  In the absence of applicable state law authority, disclose that the availability of such a defense will be resolved by a court of competent jurisdiction.  Also disclose that
resolution of the question of the availability of such a defense will have no effect on the rights and responsibilities of the board of directors under applicable state law.  Further disclose that the availability of such a state law defense to Citi would have no effect on the rights and responsibilities of either Citi or the board of directors under the federal securities laws.

Response:  We have revised the disclosure on pages 13 and 14  Citi’s engagement letter with Stifel dated January 5, 2007, is governed by New York law.  Citi’s engagement letter sets forth, in relevant part, the following express disclaimer of third party reliance on, and third party beneficiary status under, the engagement and the delivery of any advice in connection therewith:

“Certain Acknowledgements.  The Company acknowledges that Citigroup has been retained hereunder solely as an adviser to the Company, and not as an adviser to or agent of any other person, and that the Company’s engagement of Citigroup is as an independent contractor and not in any other capacity including as a fiduciary.  Neither this agreement nor Citigroup’s performance hereunder nor any previous or existing relationship between the Company and Citigroup will be deemed to create any fiduciary relationship. . . .  Neither this engagement, nor the delivery of any advice in connection with this engagement, is intended to confer rights upon any persons not a party hereto (including security holders, employees or creditors of the Company) as against Citigroup or our affiliates or their respective directors, officers, agents and employees.”

Under New York law, it is well-established that “’where a provision exists in an agreement expressly negating an intent to permit enforcement by third parties, . . . that provision is decisive.’”  India.com, Inc. v. Dalal, 412 F.3d 315, 321-322 (2d Cir. 2005) quoting Nepco Forged Prods., Inc. v. Consolidated Edison Co. of N.Y., Inc., 99 A.D.2d 508 (2d Dep't 1984);  Morse/Diesel, Inc. v. Trinity Indust., Inc., 859 F.2d 242, 249 (2d Cir. 1988) (“Under New York law, where a provision in a

Securities and Exchange Commission

May 15, 2007

Page 3

contract expressly negates enforcement by third parties, that provision is controlling.”).  In addition, we are not aware of any authority under New York law that would otherwise negate the enforceability of the express disclaimer set forth in Citi’s engagement letter with Stifel.

            3.

            Disclose in this section that Citi has consented to use of the opinion in the document.

Response:  We have included the requested information.  Please see page 14 of the Revised Proxy Statement.

            4.

            We note your response to comment 5 in our letter dated March 16, 2007.  In the second paragraph on page 22, please quantify the number of Stifel shares to be issued to the optionholders in the merger transaction to clarify that these are the optionholders you are referring to at the beginning of page 21.

Response:  We have included the requested information.  Please see page 21 through 22 of the Revised Proxy Statement.

Securities and Exchange Commission

May 15, 2007

Page 4

*     *     *     *

If you have any questions regarding any of the responses, please feel free to call me at 314-259-2447 or my colleague Margaret Hillman at 314-259-2077.

Respectfully submitted,

/s/ Robert J. Endicott

Robert J. Endicott

Enclosures

            cc:

            Ronald J. Kruszewski

            David Minnick

            James L. Nouss, Jr.

            Margaret H. Hillman

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

May 10, 2007

David M. Minnick, Secretary
Stifel Financial Corp.
One Financial Plaza
501 North Broadway
St. Louis, Missouri 63102-2102

Re: Stifel Financial Corp.
Preliminary Schedule 14A
Filed on April 27, 2007
File No. 0-09305

Dear Mr. Minnick:

We have limited our review of your filing to those issues we have addressed on our comments.

General

1. Please furnish the information required by Part C of Form S-4 for Ryan Beck.  See Item
14(c)(2) of Schedule 14A.

Opinion of Stifel’s Financial Advisor, page 12

2. We note the limitation on reliance by shareholders in the next to last paragraph of the fairness opinion provided by Citi as attached to the proxy statement.  Since the opinion has already been issued and the merger consummated, please disclose this limitation on reliance in the proxy statement.  Also disclose the basis for Citi's belief that shareholders cannot rely upon the opinion to support any claims against Citi arising under applicable state law (e.g., the inclusion of an express disclaimer in Citi's engagement letter with the company).  Describe any applicable state-law authority regarding the availability of such a potential defense.  In the absence of applicable state-law authority, disclose that the availability of such a defense will be resolved by a court of competent jurisdiction.  Also disclose that resolution of the question of the availability of such a defense will have no effect on the rights and responsibilities of the
board of directors under applicable state law.  Further disclose that the availability of such a state-law defense to Citi would have no effect on the rights and responsibilities of either Citi or the board of directors under the federal securities laws.

3. Disclose in this section that Citi has consented to use of the opinion in the document.

David M. Minnick
Stifel Financial Corp. May 10, 2007 Page 2
Proposal 1, page 9

4. We note your response to comment 5 in our letter dated March 16, 2007.  In the second paragraph on page 22, please quantify the number of Stifel shares to be issued to the optionholders in the merger transaction to clarify that these are the optionholders you are referring to at the beginning of page 21.

As appropriate, please amend your filing and respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please direct questions to Brigitte Lippmann at (202) 551-3713. You may also call the unders igned Branch Chief at (202) 551-3767, who
supervised the review of your filing.

Sincerely,

Jennifer Hardy
Branch Chief

cc:   Robert J. Endicott, Esq.
 Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, MO  63102-2750

CORRESP
1
filename1.htm

April 27, 2007

            VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

            Attention:

                   Jennifer Hardy, Legal Branch Chief
       Brigitte Lippmann, Staff Attorney

            Re:

            Stifel Financial Corp.

Preliminary Schedule 14A

Filed on March 7, 2007

File No. 0-09305

Dear Ms. Hardy and Ms. Lippmann:

This letter sets forth the responses of Stifel Financial Corp., a Delaware corporation (“Stifel”), to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 16, 2007 (the “Comment Letter”), with respect to the above-referenced filing (the “proxy statement”).

For the convenience of the Staff, we have set forth below the text of each of the Staff’s comments included in the Comment Letter, followed by the response. This letter and Stifel’s amended proxy statement on Schedule 14A (the “Revised Proxy Statement”) are being filed with the Commission electronically today.

In addition to the EDGAR filing, we are delivering via hand delivery a hard copy of this letter, along with:

            •

            one clean courtesy copy of the Revised Proxy Statement (the “clean copy”); and

            •

            one copy of the Revised Proxy Statement marked to show changes from the last filing (the “marked copy”).

For ease of reference, each of the Staff’s comments is reproduced below in its entirety in bold, followed by the corresponding response.  Defined terms used in this response letter and defined in the proxy statement are used in this response letter as defined in the proxy statement, unless otherwise defined in this response letter.

Securities and Exchange Commission

April 27, 2007

Page 2

General

            1.

            Please submit on EDGAR a letter executed by the company that contains the Tandy language.

Response:  Stifel has executed a letter with the Tandy language.  We have attached a copy of that letter hereto and submitted it via Edgar and facsimile.

            2.

            We note your response to comment 3 in our letter dated February 23, 2007.  However, we are referring to the Form 8-K for Item 5.02 filed on May 16, 2006, which was dated May 9, 2006.  Please advise.

Response:  We believe that Stifel remains S-3 eligible because Stifel was not required to file the Form 8-K for Item 5.02 that was filed on May 16, 2006.  As stated in the May 16, 2006 Form 8-K, Stifel board member Walter F. Imhoff did not stand for re-election due to the Company’s mandatory retirement age for the board of directors.  Accordingly, the Company did not nominate Mr. Imhoff for reelection.  Because Mr. Imhoff’s retirement at the annual meeting was in accordance with the Company’s mandatory retirement age, we believe he did not “refuse to stand for reelection” or communicate to the Company a decision to retire within the meaning of Item 5.02.  Therefore, we believe that, consistent with Item 5.02 and Questions 24 and 25 of the Division of Corporate Finance’s “Current Report on Form 8-K
Frequently Asked Questions” dated November 23, 2004, Mr. Imhoff was neither “removed,” nor did he “refuse to stand for re-election”, and as a result, disclosure on Form 8-K was not required following the annual meeting, and Stifel was therefore not late with the filing.  Accordingly, we believe that Stifel has maintained its S-3 eligibility.

            3.

            We note your response to comment 4 in our letter dated February 23, 2007.  However, the facts in your situation fall squarely in the example set forth in Note A to Schedule 14A, in part because shareholders did not get to vote on the merger.  Therefore, please revise to include all information required by Items 11, 13 and 14 of Schedule 14A.

Response:  We have revised the proxy statement in response to the Staff’s comment on pages 2-3, 12-19, 23-24 and 32-39 of the Revised Proxy Statement.

            4.

            We reissue comment 5 in our letter dated February 23, 2007.  Please disclose whether or not you received any report or appraisal regarding the acquisition of Ryan Beck.  If so, please provide the information required by Item 14(b)(6) of Schedule 14A.  We note the disclosure in your press release that Citigroup Corporate and Investment Banking acted as exclusive financial advisor to Stifel Financial in connection with the transaction.

Response:  We have revised the proxy statement in response to the Staff’s comment on pages 12-19 of the Revised Proxy Statement.

Securities and Exchange Commission

April 27, 2007

Page 3

Proposal 1, page 9

Background, page 9

            5.

            We note your response to comment 12 in our letter dated February 23, 2007.  However, we do not see your disclosure in the filing.  Please clarify the relationship of the optionholders to the merger parties.

Response:  We have revised the proxy statement in response to the Staff’s comment on page 21 of the Revised Proxy Statement.

*     *     *     *

If you have any questions regarding any of the responses, please feel free to call me at 314-259-2447 or my colleague Scott Jarboe at 314-259-2367.

Respectfully submitted,

/s/ Robert J. Endicott

Robert J. Endicott

Enclosures

            cc:

            Ronald J. Kruszewski

            David Minnick

            James L. Nouss, Jr.

            Scott T. Jarboe

[LETTERHEAD OF STIFEL FINANCIAL CORP.]

April 27, 2007

            VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

            Attention:

            Jennifer Hardy, Legal Branch Chief

Brigitte Lippmann, Staff Attorney

            Re:

            Stifel Financial Corp.

Preliminary Schedule 14A

Filed on January 29, 2007

File No. 0-09305

Dear Ms. Hardy and Ms. Lippmann:

This letter relates to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated February 23, 2007 (the “Comment Letter”), with respect to the above-referenced filing (the “proxy statement”).  In accordance with your request in the Comment Letter, Stifel Financial Corp., a Delaware corporation (“Stifel”) acknowledges that:

            •

            the filing person 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

            •

            Stifel 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.

Respectfully submitted,

Stifel Financial Corp.

/s/Ronald J. Kruszewski

            Name:

            Ronald J. Kruszewski

            Title:

            President and Chief Executive Officer

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

March 16, 2007

David M. Minnick, Secretary
Stifel Financial Corp.
One Financial Plaza
501 North Broadway
St. Louis, Missouri 63102-2102

Re: Stifel Financial Corp.
Preliminary Schedule 14A
Filed on March 7, 2007
File No. 0-09305

Dear Mr. Minnick:

We have limited our review of your filing to those issues we have addressed on our comments.

General

1. Please submit on EDGAR a letter executed by the company that contains the Tandy language.

2. We note your response to comment 3 in our letter dated February 23, 2007.  However, we are
referring to the Form 8-K for Item 5.02 filed on May 16, 2006, which was dated May 9, 2006. Please advise.

3. We note your response to comment 4 in our letter dated February 23, 2007. However, the facts in your situation fall squarely in the example set forth in Note A to Schedule 14A, in part because shareholders did not get to vote on the merger.  Therefore, please revise to include all information required by Items 11, 13 and 14 of Schedule 14A.

4. We reissue comment 5 in our letter dated February 23, 2007.  Please disclose whether or not you received any report or appraisal regarding the acquisition of Ryan Beck.  If so, please provide the information required by Item 14(b)(6) of Schedule 14A. We note the disclosure in your press release that Citigroup Corporate and Investment Banking acted as exclusive
financial advisor to Stifel Financial in connection with the transaction.

David M. Minnick
Stifel Financial Corp. March 16, 2007 Page 2
Proposal 1, page 9

Background, page 9

5. We note your response to comment 12 in our letter dated February 23, 2007.  However, we do not see your disclosure in the filing.  Please clarify the relationship of the optionholders to the merger parties.

As appropriate, please amend your filing and respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please direct questions to Brigitte Lippmann at (202) 551-3713. You may also call the unders igned Branch Chief at (202) 551-3767, who
supervised the review of your filing.

Sincerely,

Jennifer Hardy
Branch Chief

cc:   Robert J. Endicott, Esq.
 Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, MO  63102-2750

CORRESP
1
filename1.htm

March 7, 2007

            VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

            Attention:

            Jennifer Hardy, Legal Branch Chief

Brigitte Lippmann, Staff Attorney

            Re:

            Stifel Financial Corp.

Preliminary Schedule 14A

Filed on January 29, 2007

File No. 0-09305

Dear Ms. Hardy and Ms. Lippmann:

This letter sets forth the responses of Stifel Financial Corp., a Delaware corporation (“Stifel”), to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated February 23, 2007 (the “Comment Letter”), with respect to the above-referenced filing (the “proxy statement”).

For the convenience of the Staff, we have set forth below the text of each of the Staff’s comments included in the Comment Letter, followed by the response. This letter and Stifel’s amended proxy statement on Schedule 14A (the “Revised Proxy Statement”) are being filed with the Commission electronically today.

In addition to the EDGAR filing, we are delivering via hand delivery a hard copy of this letter, along with:

            •

            one clean courtesy copy of the Revised Proxy Statement (the “clean copy”); and

            •

            one copy of the Revised Proxy Statement marked to show changes from the last filing (the “marked copy”).

For ease of reference, each of the Staff’s comments is reproduced below in its entirety in bold, followed by the corresponding response.  Defined terms used in this response letter and defined in the proxy statement are used in this response letter as defined in the proxy statement, unless otherwise defined in this response letter.

Securities and Exchange Commission

March 7, 2007

Page 2

General

            1.

            Please tell us why shareholders are not required to vote on the acquisition of Ryan Beck.

Response:  Under the General Corporation Law of the State of Delaware and Stifel’s current certificate of incorporation and bylaws, Stifel’s board of directors has the authority to manage the business and affairs of Stifel and to authorize the issuance of capital stock without the affirmative vote of Stifel’s stockholders.

As you are aware, Stifel’s common stock is listed on The New York Stock Exchange (“NYSE”).  NYSE Rule 312.03(c) requires stockholder approval for issuances of the common stock of a listed company, in connection with an acquisition, in excess of 20% of Stifel’s outstanding shares of common stock. The consideration in the merger (the “Merger”) of Ryan Beck Holdings, Inc. (“Ryan Beck”) with and into SF RB Merger Sub, Inc. (“Merger Sub”) is structured such that Stifel issued shares of Stifel common stock (in addition to cash) to the shareholders of Ryan Beck (including those who converted Ryan Beck options prior to closing).  The merger consideration payable in
Stifel shares constituted not more than 19.9% of Stifel's outstanding common stock or voting securities at the actual time of issuance, and therefore was under the 20% threshold requiring shareholder approval under NYSE Rule 312.03(c).  No Ryan Beck options (or other equity incentive securities) were converted, and no shares were issued under Ryan Beck’s plans acquired in the Merger following closing (and thus there would be no attribution for such shares for purposes of NYSE Rule 312.03(c), as described in NYSE Rule 303A.08).  Further, if shareholder approval is not obtained for the warrants or earn-out consideration described in the proxy statement, Stifel may pay cash in lieu of such shares.  We have confirmed this analysis with the NYSE.

            2.

            Also, please confirm to us that the issuance of approximately 2.5M shares to Bancorp in the merger does not exceed 20% of your outstanding common stock.

Response:  As of February 27, 2007, the date prior to the effective date of the Merger, there were 12,439,152 shares of Stifel common stock issued and outstanding.  Under the merger agreement , Stifel was entitled to deliver cash consideration in lieu of the shares, such that the number of shares issued would not exceed 20% of Stifel’s outstanding common stock.  Stifel issued an aggregate of 2,467,600 shares of its common stock (which represents 19.9% of 12,400,000) in connection with the Merger, which constituted slightly less than 19.9% of Stifel’s outstanding shares of common stock at the time of issuance.

            3.

            It appears that you are not S-3 eligible since the Form 8-K dated May 9, 2006 was filed late.  If you are not S-3 eligible, Item 13 information may only be incorporated by reference if the required information is delivered to shareholders in accordance with Item 13(b) of Schedule 14A, unless you receive a waiver from the Office of Chief Counsel.  Please advise.

Response:  We note that the Form 8-K referenced related to furnishing a press release under Item 2.02 of Form 8-K.  We note that prior to the 2004 amendments to Form 8-K, the Staff took the position than an issuer’s failure to timely file an 8-K required by Item 12 (the predecessor to Item 2.02) would not affect an issuer’s eligibility to use Form S-3.  See FAQ 26 of FAQs Regarding

Securities and Exchange Commission

March 7, 2007

Page 3

the Use of Non-GAAP Financial Measures (June 13, 2003).  The rationale for that position was that the Item 12 information (similar to current Item 2.02) is “furnished,” not “filed,” for purposes of Section 18 of the 1934 Act; accordingly an Item 12 Form 8-K is not “required to be filed” for purposes of Instruction I.A.3(b) of Form S-3.  When Form 8-K was amended in 2004, Item 2.02 was not included in the list of specified items that would not affect S-3 eligibility.  We believe, however, that the rationale that is articulated in the 2003 FAQs should hold for information furnished under Item 2.02, and that accordingly, a failure to timely file such an 8-K should not affect Stifel’s S-3 eligibility.  We understand that the Staff previously confirmed the position that Item 2.02 is not mentioned in 3(b) because it calls for furnishing, not filing, and therefore does not
require an exception to S-3’s timely “filing” requirement.

            4.

            Under Note A to Schedule 14A, the information required by Item 14 of Schedule 14A is required in your proxy statement with respect to your proposal to issue shares in connection with the acquisition of Ryan Beck.  Please revise your proxy statement to include the information, including financial information, required by Item 14 or advise us of why you have not included this information.  We may have further comments after we review your response.

Response:  We have not included this information because we believe that Note A to Schedule 14A is inapplicable to this proxy statement.  Note A to Schedule 14A states that, where one item is voted upon “and such matter involves other matters with which information is called for by other items of this schedule, the information called for by such other items shall also be given.”  Note A to Schedule 14A uses the example that the authorization of additional securities necessary to complete a merger requires the information called for by Item 14 (Mergers and Acquisitions).  Because Stifel was and continues to be able to pay cash in lieu of the warrants and contingent consideration, stockholder approval of the share issuances sought in the proxy statement is not necessary for the Merger to proceed; in fact, as discussed with
Ms. Lippman, the Merger has in fact closed effective February 28, 2007.  Accordingly, we believe the note is not applicable to the Merger and the approvals being sought in this instance, and that, since the Merger itself was not subject to shareholder approval, should not be material to Stifel’s shareholders who are voting on the transaction.  We have noted that this approach to disclosure was used, for example, by Terra Industries Inc. (May 2005) and Scottish Re Group Ltd (March 2005).

            5.

            Please disclose whether or not you received any report or appraisal regarding the acquisition of Ryan Beck.  If so, please provide the information required by Item 14(b)(6) of Schedule 14A.  We note the disclosure in your press release that Citigroup Corporate and Investment Banking acted as exclusive financial advisor to Stifel Financial in connection with the transaction.

Response:  Because we believe that disclosure under Item 14 is not required (see our response to number 4), we believe that this information is not required in the proxy statement.

Securities and Exchange Commission

March 7, 2007

Page 4

            6.

            Please include a section describing interests of certain persons in the forepart of the document describing the benefits that officers and directors receive in the transaction and any conflicts of interest.  See Item 5 of Schedule 14A.

Response:  We have revised the proxy statement in response to the Staff’s comment on pages 6 and 12 of the Revised Proxy Statement.

            7.

            Please include a Summary section disclosing the key terms of the transaction from an investor’s point of view.  For example, disclose the total transaction value, including the value of the 2.5M shares you are issuing to Bancorp and the changes to the board as a result of the transaction.  Consider whether other aspects of your transaction are material to shareholders and should be discussed in the Summary.

Response:  Although we believe that disclosure under Item 14 is not required (see our response to number 4), we have included the Summary Section beginning on page 2 of the Revised Proxy Statement.  We have also disclosed the total transaction value (see pages 2 and 3).  We have addressed potential changes to our board of directors at pages 6 and 12 of the Revised Proxy Statement.

            8.

            Please disclose throughout the filing the maximum shares issuable in connection with the acquisition, including the earn-out payments, based on a recent stock price and the company’s best estimates.  Also clarify throughout the filing that 1.2 million shares are reserved for issuance under the stock incentive plan.

Response:  We have revised the proxy statement in response to the Staff’s comment on pages 3, 5, 9 and 11 (for the maximum earn-out shares) and 2, 5 and 15 (for the share reservation) of the Revised Proxy Statement.

Please note that, throughout the Revised Proxy Statement, we have included revisions make it clear that Proposal I seeks stockholder approval of only up to 1,500,000 shares of Stifel’s common stock.  The Revised Proxy Statement now seeks stockholder approval for up to 500,000 shares issuable upon the exercise of the warrants, and up to 1,000,000 shares for the payment of contingent earn-out amounts, all as described in greater detail on pages 10 and 11 of the Revised Proxy Statement.  As discussed on page 11 of the Revised Proxy Statement, because the investment banking earn-out is uncapped, the total number of shares potentially needed to pay such contingent earn-out payments is indeterminate.  However, the definitive merger agreement allows Stifel to make those payments in any combination of shares and cash.  Accordingly, Stifel has decided to seek stockholder approval for the
issuance of only up to 1,000,000 shares of common stock for payment of such earn-out consideration.  To the extent that 1,000,000 shares is not sufficient to pay the earn-out consideration in full, Stifel will either pay the difference in cash or seek stockholder approval for the issuance of additional shares at that time.  In addition, you will note that Stifel has used an assumed stock price of $41.55 per share, which represents the per share price that Stifel is using for financial statement reporting purposes.  That amount (as explained in the Revised Proxy Statement) is equal to the five day average of the closing price commencing two days before the announcement date of the transaction and ending two days after the announcement.

Securities and Exchange Commission

March 7, 2007

Page 5

We note for the Staff that the closing price for a share of Stifel common stock on March 6, 2007 was $42.55.

Proposal 1, page 9

Background, page 9

            9.

            Please quantify the shares you currently have authorized and issued and discuss the potential dilutive effects of the proposal, including the potential issuance of shares according to the contingent earn-outs, to existing shareholders.

Response:  We have revised the proxy statement in response to the Staff’s comment on pages 10 and 16-17 of the Revised Proxy Statement.

            10.

            Please quantify the maximum percentage of beneficial ownership of the company to be held by the shareholders of Ryan Beck as a result of the transaction.

Response:  We have revised the proxy statement in response to the Staff’s comment on page 10 of the Revised Proxy Statement.

            11.

            Please clarify whether the warrants are immediately exercisable.

Response:    If and when the warrants are issued, they will be immediately exercisable.  We have revised the proxy statement throughout in response to the Staff’s comment on pages 1, 2, 5, 9 and 11 of the Revised Proxy Statement to make this clarification.

            12.

            Please identify the option holders of Ryan Beck who will receive consideration for the merger.

Response:  We have revised the proxy statement to clarify the nature of the relationship of the optionholders to the merger parties in response to the Staff’s comment on page 12 of the Revised Proxy Statement.

*     *     *     *

In accordance with your request in the comment letter, we have included a statement from Stifel acknowledging that:

            •

            the filing person 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

Securities and Exchange Commission

March 7, 2007

Page 6

            •

            Stifel 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.

If you have any questions regarding any of the responses, please feel free to call me at 314-259-2447 or my colleague Scott Jarboe at 314-259-2367.

Respectfully submitted,

/s/ Robert J. Endicott

Robert J. Endicott

Enclosures

            cc:

            Ronald J. Kruszewski

            David Minnick

            James L. Nouss, Jr.

            Scott T. Jarboe

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

February 23, 2007

David M. Minnick, Secretary
Stifel Financial Corp.
One Financial Plaza
501 North Broadway
St. Louis, Missouri 63102-2102

Re: Stifel Financial Corp.
Preliminary Schedule 14A
Filed on January 29, 2007
File No. 0-09305

Dear Mr. Minnick:

We have limited our review of your filing to those issues we have addressed on our comments.
Where indicated, we think you should revise your documents 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 necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please tell us why shareholders are not required to vote on the acquisition of Ryan Beck.

2. Also, please confirm to us that the issuance of approximately 2.5M shares to Bancorp in the merger does not exceed 20% of your outstanding common stock.

3. It appears that you are not S-3 eligible since the Form 8-K dated May 9, 2006 was filed late.  If you are not S-3 eligible, Item 13 information may only be incorporated by reference if the required information is delivered to shareholders in accordance with Item 13(b) of Schedule 14A, unless you receive a waiver from the O ffice of Chief Counsel. Please advise.

David M. Minnick
Stifel Financial Corp. February 23, 2007 Page 2
4. Under Note A to Schedule 14A, the information required by Item 14 of Schedule 14A is required in your proxy statement with respect to your proposal to issue shares in connection with the acquisition of Ryan Beck.  Please revise your proxy statement to include the information, including financial information, requi red by Item 14 or advise us of why you have
not included this information.  We may have further comments after we review your response.

5. Please disclose whether or not you received any report or appraisal regarding the acquisition of Ryan Beck.  If so, please provide the information required by Item 14(b)(6) of Schedule 14A. We note the disclosure in your press release that Citigroup Corporate and Investment Banking
acted as exclusive financial advisor to Stifel Financial in connection with the transaction.

6. Please include a section describing interests of certain persons in the forepart of the document describing the benefits that officers and directors receive in the transaction and any conflicts of
interest.  See Item 5 of Schedule 14A.

7. Please include a Summary section disclosing the key terms of the transaction from an investor’s point of view.  For example, disclose the total transaction value, including the value of the 2.5M shares you are issuing to Bancorp and the changes to the board as a result of the transaction.  Consider whether other aspects of your transaction are material to shareholders and should be discussed in the Summary.

8. Please disclose throughout the filing the maximum shares issuable in connection with the acquisition, including the earn-out payments, based on a recent stock price and the company’s best estimates.  Also clarify throughout the filing that 1.2 million shares are reserved for issuance under the stock incentive plan.

Proposal 1, page 9

Background, page 9

9. Please quantify the shares you currently have authorized and issued and discuss the potential dilutive effects of the proposal, including the pot ential issuance of shares according to the
contingent earn-outs, to existing shareholders.

10. Please quantify the maximum percentage of beneficial ownership of the company to be held by the shareholders of Ryan Beck as a result of the transaction.

11. Please clarify whether the warrants are immediately exercisable.

12. Please identify the option holders of Ryan Beck who will receive consideration for the merger.

As appropriate, please amend your filing and respond to these comments within 10 business
days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment

David M. Minnick
Stifel Financial Corp. February 23, 2007 Page 3
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 comments after reviewing your amendment and responses to our comments.

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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.

In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advised that the Division of Enforcement has access to all information
you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

 Please direct questions to Brigitte Lippmann at (202) 551-3713. You may also call the undersigned Branch Chief at (202) 551-3767, w ho supervised the review of your filing.

Sincerely,

Jennifer Hardy
Branch Chief

cc:   Robert J. Endicott, Esq.
 Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, MO  63102-2750

CORRESP
1
filename1.htm

            Scott T. Jarboe

Direct: (314) 259-2367
 Fax: (314) 552-8367
 scott.jarboe@bryancave.com

January 29, 2007

United States Securities and

  Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

Re:        Stifel Financial Corp.

Ladies and Gentlemen:

On behalf of Stifel Financial Corp., a Delaware corporation (the “Company”), this letter is being provided to the Commission as supplemental information in accordance with Rule 14a-6(d) under the Securities Exchange Act of 1934, as amended.

Pursuant to Rule 14a-6(a), the Company is filing its preliminary proxy statement and form of proxy with the Commission via EDGAR transmission.  Definitive copies thereof are intended to be released to security holders on or about February 8, 2007.

Should you have any questions or comments, please do not hesitate to call the undersigned at (314) 259-2367.

            Very truly yours,

            /s/ Scott T. Jarboe

            Scott T. Jarboe