STIFEL FINANCIAL CORP
10-Q, 1997-05-09
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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<PAGE>  1                                
               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

                            FORM 10-Q



(Mark One)
/x/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended    March 27, 1997
                               OR
/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to

              Commission file number         1-9305
                                
                    STIFEL FINANCIAL CORP.
     (Exact name of registrant as specified in its charter)

           DELAWARE                                43-1273600
(State or other jurisdiction of      (I.R.S.  Employer Identification No.)
incorporation or organization)
        

500 N. Broadway, St. Louis, Missouri            63102-2188
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code     314-342-2000


      (Former name, former address, and former fiscal year,
                  if changed since last report)

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports)  and  (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes  /X/   No  / /

Shares  of common stock outstanding at March 27, 1997:  4,722,491
par value $.15.

Exhibit Index is on page 15.


<PAGE>  2
             Stifel Financial Corp. And Subsidiaries

                         Form 10-Q Index

                         March 27, 1997

                                


                                                          PAGE
PART I.  FINANCIAL CONDITION                              ----

Item 1. Financial Statements (Unaudited)

     Consolidated Statements of Financial Condition --
       March 27, 1997 and December 31, 1996                3-4

     Consolidated Statements of Operations --
       Three Months Ended March 27, 1997 and 
       March 29, 1996                                       5

     Consolidated Statements of Cash Flows--
       Three Months Ended March 27, 1997 and 
       March 29, 1996                                      6-7

     Notes to Consolidated Financial Statements            8-10

Item 2.  Management's Discussion and Analysis of 
         Results of Operations and Financial Condition    11-12


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                 13
Item 4.  Submission of Matters to a Vote of 
         Security Holders                                  13
Item 6.  Exhibits and Reports on Form 8-K                  13
Signatures                                                 14


<PAGE>  3
PART I.  FINANCIAL CONDITION

Item 1. Financial Statements (Unaudited)

             STIFEL FINANCIAL CORP. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                           (UNAUDITED)
                          (In thousands)
                                
                                         March 27,      December 31,
                                           1997            1996
                                         ---------      ------------
ASSETS                                             
Cash and cash equivalents                $  6,126        $  7,960
Cash segregated for the exclusive                    
  benefit of customers                        309             483
Receivable from brokers and dealers        18,991          14,836
Receivable from customers, net of                    
  allowance for doubtful accounts of                  
  $578 and $582, respectively             267,874         235,216
Securities owned, at fair value            27,464          18,913
                                                   
Membership in exchanges, at cost              513             513
                                                   
Office equipment and leasehold                       
  improvements, at cost, net of                      
  allowances for depreciation and                    
  amortization of $10,081 and                        
  $10,125, respectively                     2,312           2,233
                                                   
Goodwill, net of accumulated                         
  amortization of $1,184 and $1,107,                 
  respectively                              4,411           4,488
                                                   
Notes receivable from and advances to                
  officers and employees, net of                     
  allowance for doubtful receivables                 
  of $2,201 and $2,552, respectively                 
                                            3,343           3,373
                                                   
Refundable income taxes                       354             358
                                                   
Deferred tax asset                          3,552           3,671
                                                   
Other assets                                7,947           9,005
                                         --------        --------
                                         $343,196        $301,049
                                         ========        ========
                                
                                
See Notes to Consolidated Financial Statements.

<PAGE>  4
             STIFEL FINANCIAL CORP. AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
                           (UNAUDITED)
               (In thousands, except share amounts)

                                         March 27,      December 31,
                                           1997            1996
                                         ---------      ------------         
LIABILITIES AND STOCKHOLDERS' EQUITY
            Liabilities                           
Short-term borrowings from banks         $166,375        $132,400
Payable to brokers and dealers             62,089          47,148
Payable to customers                       28,534          32,095
Securities sold, but not yet purchased,              
  at fair value                             3,536           3,229
Drafts payable                             11,897          15,287
Accrued employee compensation              10,378          14,756
Obligations under capital leases              703             581
Accounts payable and accrued expenses      10,168           7,801
Convertible debt                           10,000          10,000
                                         --------        --------
       Total Liabilities                  303,680         263,297
                                                  
       Stockholders' equity                             
Preferred stock -- $1 par value;                  
  authorized 3,000,000 shares; none
  issued
Common stock -- $.15 par value;                   
  authorized 10,000,000 shares; issued 
  4,767,715 shares; outstanding 
  4,722,491 and 4,632,260 shares, 
  respectively                                715             715
Additional paid-in capital                 21,119          21,403
Retained earnings                          18,238          16,733
                                         --------        --------
                                           40,072          38,851
                                                  
Less treasury stock, at cost 45,224 
  and 135,455 shares, respectively            374             892
Less unamortized expense of restricted               
  stock awards                                182             207
                                         --------        --------
       Total Stockholders' Equity          39,516          37,752
                                         --------        --------
                                         $343,196        $301,049
                                         ========        ========


See Notes to Consolidated Financial Statements.

<PAGE>  5
             STIFEL FINANCIAL CORP. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
                           (UNAUDITED)
             (In thousands, except per share amounts)
                                                    
                                            Three Months Ended
                                     March 27, 1997   March 29, 1996
                                     --------------   --------------
REVENUES                                             
  Commissions                           $ 11,420         $ 11,042
  Principal transactions                   5,266            4,788
  Investment banking                       7,696            1,214
  Interest                                 4,045            3,190
  Other                                    3,418            3,204
                                        --------         --------
                                          31,845           23,438
                                                     
EXPENSES                                             
  Employee compensation and benefits      20,215           14,526
  Commissions and floor brokerage            695              665
  Communications and office supplies       1,658            1,696
  Occupancy and equipment rental           1,443            1,821
  Interest                                 2,351            1,942
  Other operating expenses                 2,731            2,530
                                        --------         --------
                                          29,093           23,180
                                        --------         --------
INCOME BEFORE INCOME TAXES                 2,752              258
                                                     
  Provision for income taxes               1,105              108
                                        --------         --------
   NET INCOME                           $  1,647         $    150
                                        ========         ========
                                                     
  Net income per share:                              
    Primary                               $ 0.34            $0.03
    Fully diluted                         $ 0.28            $0.03
  Dividends declared per share            $ 0.03            $0.03
  Average common equivalent shares                   
    outstanding:
    Primary                                4,852            4,724
    Fully Diluted                          6,270            6,145
                                                     
                                
See Notes to Consolidated Financial Statements.

<PAGE> 6
                   STIFEL FINANCIAL CORP. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (UNAUDITED)(In thousands)
                                                     Three Months Ended
                                               March 27, 1997  March 29, 1996
                                               --------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                        $  1,647        $    150
Noncash items included in earnings: 
  Depreciation and amortization                        383             423
  Provision for litigation and bad debts               450             133
  Net Realized and unrealized gains on 
    investments                                        (25)            (18)
  Bonus notes amortization                             330             236
  Deferred compensation                                175             111
  Deferred tax provision                               119             300
  Amortization of restricted stock awards               25              15
                                                  --------        --------
                                                     3,104           1,350
                                                    
                                                    
(Increase) decrease in operating receivables:
  Customers                                        (32,658)         16,838
  Brokers and dealers                               (4,155)          1,620
(Decrease) increase in operating payables:
  Customers                                         (3,561)        (11,865)
  Brokers and dealers                               14,941          17,696
  Decrease (increase) in assets:                    
  Cash and U.S. Government securities 
    segregated for the exclusive benefit 
    of customers                                       174             198
  Securities owned                                  (8,551)         (3,597)
  Notes receivable from officers and employees        (263)           (579)
  Other assets                                       1,519           3,651
Increase (decrease) in liabilities:
  Securities sold, not yet purchased                   307          (1,471)
  Drafts payable, accounts payable and 
    accrued expenses, and accrued employee 
    compensation                                    (5,584)        (12,818)
                                                  --------        --------  
Cash (Used For) Provided By 
  Operating Activities                            $(34,727)       $ 11,023
                                                  --------        --------  

See Notes to Consolidated Financial Statements.

<PAGE>  7
                   STIFEL FINANCIAL CORP. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                          (UNAUDITED)(In thousands)
                                                     Three Months Ended
                                               March 27, 1997   March 29, 1996
Cash (Used For) Provided By Operating                 
  Activities - from previous page                 $(34,727)        $ 11,023
                                                  --------         --------
CASH FLOWS FROM FINANCING ACTIVITIES                 
Net proceeds (payments) for short-term                 
  borrowings from banks                             33,975          (11,700)
  Proceeds from:                                     
    Temporary subordinated debt                      8,000              - -
    Employee stock purchase plan                       727              617
    Exercised stock options                             15              - -
    Dividend reinvestment plan                           2                5
  Payments for:                                      
    Temporary subordinated debt                     (8,000)             - -
    Settlement of long-term debt                       - -             (760)
    Purchases of stock for treasury                   (796)              (6)
    Principal payments under capital                  
      lease obligation                                (103)             (66)
     Cash dividends                                   (143)            (134)
                                                  --------         --------
Cash Provided By (Used For) 
  Financing Activities                              33,677          (12,044)
                                                  --------         --------
CASH FLOWS FROM INVESTING ACTIVITIES                 
  Proceeds from:                                     
    Sale of office equipment and                      
      leasehold improvements                             3                5
    Sale of investments                                - -              190
  Payments for:                                      
    Acquisition of office equipment and 
      leasehold improvements                          (161)             (90)
    Acquisition of investments                        (626)             (37)
                                                  --------         --------
Cash (Used For) Provided By                       
  Investing Activities                                (784)              68
                                                  --------         --------
Decrease in cash and cash equivalents               (1,834)            (953)
Cash and cash equivalents -                       
  beginning of period                                7,960            6,344
                                                  --------         --------
Cash and Cash Equivalents - end of period         $  6,126         $  5,391
                                                  ========         ========
Supplemental disclosure of cash flow 
  information:
  Income tax payments                             $     49         $     20
  Interest payments                               $  2,449         $  2,317

Schedule of noncash investing and                    
  financing activities:
  Fixed assets acquired under capital lease       $    292              - -
  Employee stock ownership plan shares issued     $    287              - - 


See Notes to Consolidated Financial Statements.
<PAGE>  8
            STIFEL FINANCIAL CORP. AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
       (in thousands, except share and per share amounts)

NOTE A - BASIS OF PRESENTATION
  
  The  consolidated financial statements include the accounts  of
Stifel   Financial  Corp.  and  its  subsidiaries   (collectively
referred  to  as  "the  Company").   The  accompanying  unaudited
consolidated   financial  statements  have   been   prepared   in
accordance  with  generally  accepted accounting  principles  for
interim  financial information and with the instructions to  Form
10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do  not
include  all  of  the  information  and  footnotes  required   by
generally  accepted accounting principles for complete  financial
statements.   In  the  opinion  of  management,  all  adjustments
(consisting  of  normal recurring accruals) considered  necessary
for  a  fair presentation have been included.  Operating  results
for  the  three  months ended March 27, 1997 are not  necessarily
indicative  of  the  results that may be expected  for  the  year
ending December 31, 1997.  For further information, refer to  the
financial  statements and notes thereto included in the Company's
annual report on Form 10-K for the year ended December 31, 1996.
  
  Where appropriate, prior years' financial information has  been
reclassified to conform with the current year presentation.
  
NOTE B - NET CAPITAL REQUIREMENT
  
  The   Company's  principal  subsidiary,  Stifel,   Nicolaus   &
Company, Incorporated ("SN & Co."), is subject to the Uniform Net
Capital  Rule 15c3-1 under the Securities Exchange  Act  of  1934
(the  "rule"),  which  requires the maintenance  of  minimum  net
capital, as defined.  SN & Co. has elected to use the alternative
method  permitted  by  the  rule which  requires  maintenance  of
minimum net capital equal to the greater of $250 or 2 percent  of
aggregate  debit  items  arising from customer  transactions,  as
defined.  The rule also provides that equity capital may  not  be
withdrawn  or cash dividends paid if resulting net capital  would
be less than 5 percent of aggregate debit items.
  
  At  March  27, 1997, SN & Co. had net capital of $25,883  which
was  9%  of  its aggregate debit items and $20,311 in  excess  of
minimum net capital.
  
<PAGE>  9
NOTE C - PLAN OF RESTRUCTURING
  
  During  the  fourth quarter of 1994, the Board of Directors  of
the  Company approved a restructuring and downsizing plan for the
Company  which  was implemented beginning in December  1994,  and
involved  the  closing or downsizing of 31 office  locations  and
termination  of approximately 70 officers and employees.   Detail
of  the  activity during the first three months  related  to  the
restructuring accruals are as follows:
  
                                                                 
                            Balance               Adjustments   Balance
                               at      Payments    Recorded        at
                            December      /        Through      March 27,
                            31, 1996   Charges    Operations      1997
                            ---------------------------------------------
Net lease commitments for                                     
  closed offices              $657       $ 77        $318         $262
  
  Such  amounts  are  included in the consolidated  statement  of
financial  condition under the caption of "Accounts  payable  and
accrued expenses" at March 27, 1997 and December 31, 1996.
  
  During  the period, the Company renegotiated a long-term  lease
commitment  resulting  in  a  credit  to  operations  which   had
previously  been  included in the restructuring charge  taken  in
1994.
  
NOTE D - SALE OF OKLAHOMA-BASED ASSETS
  
  On  May  25, 1995, the Company sold the majority of the  assets
of  its  Oklahoma-based  operations  to  Capital  West  Financial
Corporation  ("Capital West"). The Company received  secured  and
senior notes with a face amount of $1,850 bearing interest  at  a
10%  annual  rate with the final payments due May  24,  2000,  in
connection with the sale of its Oklahoma-based assets.  The notes
were  recorded  at  a discounted rate of 17%.   The  Company  had
deferred  recognition of the gain on the sale in  the  amount  of
$570  and had deferred recognition of any interest income related
to  the  notes until such time that Capital West had demonstrated
the  ability to generate earnings and cash flow to fund  interest
and  principal  payments when scheduled.   The  Company  received
payments  of $79 toward the notes.  The notes receivable  net  of
the  discount of $336 and deferred gain of $570 are  included  in
the  statement  of financial condition under the  caption  "Other
assets" at December 31, 1996.
  
<PAGE>  10
  On  January  2, 1997, Capital West was reorganized  and  a  new
company, Affinity Holdings Corporation ("Affinity"), was  formed.
Affinity assumed the outstanding debt of Capital West.   As  part
of  the  reorganization, Affinity exchanged the remaining balance
of the $1,850 secured and senior notes issued by Capital West for
a  secured note due December 31, 2001, with a face amount of $305
bearing  interest  at  a 10% annual rate;  two  hundred  thousand
shares  of  10% cumulative non-voting preferred stock, par  value
$1.00; warrants to purchase a minority interest in Affinity;  and
substantially  all of the fixed assets of Affinity  with  a  fair
value  of  approximately $300, which are  being  leased  back  to
Affinity.  Principal and interest payments to date total $138 and
are  being  made  monthly based upon the  level  of  activity  of
Affinity's   broker-dealer  subsidiary.   The  note   receivable,
preferred  stock,  and  lease  receivable  are  included  in  the
statement of financial condition under the caption "Other assets"
at March 27, 1997.  The transaction had no material impact on the
results of operations for the Company for the quarter ended March
27, 1997.
  
NOTE E- RECENT ACCOUNTING PRONOUNCEMENTS
  
  The  Financial Accounting Standards Board has issued SFAS  128,
"Earnings  per  Share," which is to be implemented  by  companies
whose fiscal year ends after December 15, 1997.  The adoption  of
this  accounting standard will not have a material impact on  the
Company's reported earnings per share.
  
NOTE F - SUBSEQUENT EVENT
  
  On April 22, 1997, the Company's Board of Directors declared  a
regular quarterly dividend of $0.03 per share, payable on May 20,
1997 to stockholders of record May 6, 1997.
  
                             ******

<PAGE>  11
   Item 2. Management's Discussion and Analysis of Results of
               Operations and Financial Condition
            (in thousands, except per share amounts)

  Results of Operations

  Three months ended March 1997 and March 1996
  
  The  Company  recorded  net earnings of $1,647,  or  $0.34  per
primary  share on total revenues of $31,845 for the first quarter
ended  March 27, 1997, compared to net earnings of $150 or  $0.03
per  primary  share  on total revenues of $23,438  for  the  same
period one year earlier.
  
  The  increase  in  1997 first quarter results over  1996  first
quarter  results can be attributed primarily to the  increase  in
revenues.   Total revenues increased $8,407 (35.9%) from  $23,438
to  $31,845  as retail investor activity remained strong  coupled
with a solid investment banking performance.
  
  Investment  banking increased $6,482 (533.9%)  from  $1,214  to
$7,696  as  a  result  of  underwriting  a  number  of  secondary
offerings  of  trust preferred stocks for financial  institutions
and  REITs  for  mortgage banking companies.  These underwritings
generated $6,400 in revenue.
  
  Interest  revenue increased $855 (26.8%) primarily as a  result
of  increased  secured borrowings by individual investors.  Total
customer receivables increased $127,816 (91.3%) from $140,058  at
March  29,  1996  to $267,874 at March 27, 1997, due  largely  to
increases in borrowings by certain customers.
  
  Commissions  and principal transactions increased  $378  (3.4%)
from  $11,042 to $11,420 and $478 (10.0%) from $4,788 to  $5,266,
respectively  due  to  continued strong  markets  for  individual
investor  activity.   Other revenue increased  $214  (6.7%)  from
$3,204  to  $3,418  principally due to continued  growth  of  the
managed account program.
  
  Total  expenses  increased  $5,913  (25.5%)  from  $23,180   to
$29,093,  primarily  as  a result of increased  compensation  and
benefits  which increased $5,689 (39.2%) from $14,526 to $20,215.
The  variable  component of compensation and  benefits  increased
$5,458  (53.7%)  from  $10,161  to  $15,619  correspondingly   to
increased  revenue  production and increased profitability.   The
fixed  portion of compensation and benefits increased $231 (5.3%)
from $4,364 to $4,595  due principally  to normal  year  to  year
salary adjustments.
  
  Occupancy  and  equipment rental decreased  $378  (20.8%)  from
$1,821  to  $1,443, primarily as a result of a  one  time  credit
related  to  a  renegotiation of a long term office  space  lease
which  had  been  previously accrued (see  Note  C  of  Notes  to
Consolidated Financial Statements).

<PAGE>  12  
  Interest  expense increased $409 (21.1%) from $1,942 to  $2,351
as a result of increased borrowings for customer trading activity
and  increased  borrowings by the firm for underwriting  activity
and  increased level of securities owned.  Average borrowings for
the  firm  increased $27,734 (41.0%) from $67,681 for  the  first
quarter of 1996 to $95,415 for the first quarter of 1997.
  
  Liquidity and Capital Resources
  
  The  Company's assets are highly liquid, consisting  mainly  of
cash  or assets readily convertible into cash.  These assets  are
financed  primarily  by  the Company's equity  capital,  customer
credit  balances, short-term bank loans, proceeds from securities
lending,  long-term senior convertible notes, and other payables.
Changes  in securities market volumes, related customer borrowing
demands,   underwriting  activity,  and  levels   of   securities
inventory   affect   the  amount  of  the   Company's   financing
requirements.   Because of the nature of the Company's  business,
the  changes  in operating assets and liability account  balances
relative  to net income for any particular accounting period  can
be  quite large and somewhat arbitrary and therefore are not very
useful indicators of long-term trends in the Company's cash  flow
from operations.
  
  In  the  three  months  ended March 27,  1997,  cash  and  cash
equivalents  decreased $1,834 (23.0%) to $6,126  from  $7,960  at
December  31,  1996.   The decrease in cash was  substantially  a
result of cash used by operating activities of $34,727 and offset
by  cash  provided by financing activities of $33,677.  The  cash
used  for  operating  activities was  principally  attributed  to
increases  in    operating receivables and  securities  inventory
owned  of  $36,813  and $8,551, respectively,  and  decreases  of
drafts  payable,  accounts  payable  and  accrued  expenses,  and
accrued  employee  compensation of  $5,584.  The  cash  used  for
operating  activities was partly offset by cash provided  by  net
income adjusted for noncash  charges of $3,104 and an increase in
operating  payables of $11,380.  The cash provided from financing
activity  primarily  consisted of  proceeds  for  the  short-term
borrowings from banks of $33,975.
  
  SN  &  Co.  is  subject to requirements of the  Securities  and
Exchange   Commission  with  regard  to  liquidity  and   capital
requirements  (see Note B of the Notes to Consolidated  Financial
Statements).   At  March 27, 1997, SN & Co. had  net  capital  of
$25,883 which was 9% of its aggregate debit items and $20,311  in
excess of the 2% net capital requirement.
  
  During  the  first  quarter ended March  27,  1997,  SN  &  Co.
obtained  and repaid a temporary subordinated note in the  amount
of   $8,000.    The  subordinated  note  was  used   to   finance
underwritings.
  
  The  first installment of the company's convertible debt is due
September  1, 1997, in the amount of $2,500. Management  believes
that  funds  from  operations and available  informal  short-term
credit  arrangements of $93,625 at March 27, 1997,  will  provide
sufficient   resources  to  meet  the  present  and   anticipated
financing needs.

<PAGE>  13
PART II. OTHER INFORMATION


Item 1. Legal Proceedings

     There  were  no  material changes, during the  three  months
  ended  March  27,  1997,  in the legal  proceedings  previously
  reported  in the Company's Annual Report on Form 10-K  for  the
  year  ended  December  31, 1996.  Such  information  is  hereby
  incorporated by reference.

Item 4.  Submission of Matters to a Vote of Security Holders
  
  (a)  The  Annual meeting of Stockholders was held on April  22,
     1997,  for  the election of four directors, the adoption  of
     the  1997  Incentive Stock Plan, the adoption  of  the  1998
     Employee  Stock  Purchase Plan and for  the  appointment  of
     Deloitte  & Touche LLP as the Company's independent auditors
     for the year ending December 31, 1997.
  
  (b)   Proxies  for  the  meeting  were  solicited  pursuant  to
     Regulation  14 under the Act.  There was no solicitation  in
     opposition to the Board of Directors' proposals as listed in
     the Proxy Statement and all of the proposals were passed.
     
     
Item 6. Exhibits and Reports on Form 8-K
  (a)        Exhibit No.                                   Sequential
      (Reference to Item 601(b)                               Page
         of Regulation S-K)           Description            Number
      -------------------------       -----------          ----------
                11                   Computation of            17
                                   Earnings Per Share

                27               Financial Data Schedule       18
                              (furnished to the Securities 
                               and Exchange Commission for 
                               Electronic Data Gathering, 
                                 Analysis, and Retrieval
                                  [EDGAR] purposes only)

  (b)  Reports on Form 8-K

       There  were no reports on Form 8-K filed during the  quarter
       ended March 27, 1997.
     

<PAGE>  14
                                
                                
                           SIGNATURES



Pursuant  to the requirement of Securities Exchange Act of  1934,
the  Registrant has duly caused this report to be signed  on  its
behalf by the undersigned thereunto duly authorized.



                                   STIFEL FINANCIAL CORP.
                                         (Registrant)


Date:  May 8, 1997                 By  /s/  Gregory F. Taylor
                                       Gregory F. Taylor
                                       (Chief Executive Officer)



Date:  May 8, 1997                 By  /s/  Stephen J. Bushmann
                                       Stephen J. Bushmann
                                       (Principal Financial and
                                       Accounting Officer)

<PAGE>  15
            STIFEL FINANCIAL CORP. AND SUBSIDIARIES

                                
                          EXHIBIT INDEX
                         March 27, 1997





 Exhibit                                               
  Number                  Description                 
 -------                  -----------                
    11         Computation of Earnings Per Share          

    27              Financial Data Schedule               
            (furnished to the Securities and Exchange
                 Commission for Electronic Data
               Gathering, Analysis, and Retrieval
                     [EDGAR] purposes only)





                                         EXHIBIT 11
                           STIFEL FINANCIAL CORP. AND SUBSIDIARIES
                              COMPUTATION OF EARNINGS PER SHARE
                          (In Thousands, Except Per Share Amounts)
                                        (UNAUDITED)

                                                 Three Months Ended
                                        March 27, 1997        March 29, 1996
                                                  Fully                 Fully
                                      Primary    Diluted    Primary    Diluted
                                      -------    -------    -------    -------
Net income                            $ 1,647    $ 1,647    $   150    $   150
After-tax interest savings assuming 
  conversion of Senior Convertible 
  Notes (1)                               - -        129        - -        172
                                      -------    -------    -------    -------
Net income adjusted for after-                           
  tax interest savings                $ 1,647    $ 1,776    $   150    $   322
                                      =======    =======    =======    =======
Average number of common shares                          
  outstanding during the period         4,709      4,709      4,669      4,669
Additional shares assuming exercise 
  of stock options (2)                    143        143         55         58
Additional Shares assuming conversion 
  of Senior Convertible Notes (3)         - -      1,418        - -      1,418
                                      -------    -------    -------    -------
Average number of common shares used 
  to calculate earnings per share       4,852      6,270      4,724      6,145
                                      =======    =======    =======    =======
Net earnings per share                $  0.34    $  0.28    $  0.03    $ 0.03(4)
                                      =======    =======    =======    =======

(1)     Represents the after-tax interest savings resulting from
   assumed  conversion of $10,000,000 aggregate principal  11.25%
   Senior Convertible Notes.
(2)      Represents the number of shares of common stock issuable
   on  the  exercise of dilutive employee stock options less  the
   number  of  shares  of  common stock  which  could  have  been
   purchased with the proceeds from the exercise of such  options
   and  assumed  purchases  of  stock  from  the  Employee  Stock
   Purchase   Plan  (ESPP).   For  primary  earnings  per   share
   computations, these purchases were assumed to have  been  made
   at  the  average market price of the common stock  during  the
   period  or  that part of the period for which the  option  was
   outstanding or shares assumed purchased through the ESPP.  For
   fully diluted earnings per share computations, these purchases
   were  assumed to have been made at the greater of  the  market
   price  of the common stock at the end of the period or average
   market  price  of the common stock during the period  or  that
   part  of  the  period for which the option was outstanding  or
   shares assumed purchased through the ESPP.
(3)      Represents the number of shares of common stock issuable
   upon  conversion  of  $10,000,000 aggregate  principal  11.25%
   Senior Convertible Notes at a conversion price of $7.0536  per
   share.
(4)Net  fully  diluted earnings per share computes to  $0.05  for
   the  three months ended March 29, 1996.  Since this  is  anti-
   dilutive,  fully diluted earnings per share is  equivalent  to
   primary earnings per share.


<TABLE> <S> <C>

<ARTICLE>  BD
<LEGEND>
 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
  FROM THE CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DATED
   MARCH 27, 1997 AND THE STATEMENT OF OPERATIONS FOR THE NINE
 MONTHS ENDED MARCH 27, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
             REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>  1,000
<PERIOD-TYPE>                             3-MOS
<FISCAL-YEAR-END>                         DEC-31-1997
<PERIOD-START>                            JAN-01-1997
<PERIOD-END>                              MAR-27-1997
<CASH>                                          6,435
<RECEIVABLES>                                 270,639
<SECURITIES-RESALE>                                 0
<SECURITIES-BORROWED>                          19,569
<INSTRUMENTS-OWNED>                            27,464
<PP&E>                                          2,312
<TOTAL-ASSETS>                                343,196
<SHORT-TERM>                                  166,375
<PAYABLES>                                     63,876
<REPOS-SOLD>                                        0
<SECURITIES-LOANED>                            60,893
<INSTRUMENTS-SOLD>                              3,536
<LONG-TERM>                                    10,000
<COMMON>                                          715
                               0
                                         0
<OTHER-SE>                                     38,801
<TOTAL-LIABILITY-AND-EQUITY>                  343,196
<TRADING-REVENUE>                               5,266
<INTEREST-DIVIDENDS>                            4,045
<COMMISSIONS>                                  11,419
<INVESTMENT-BANKING-REVENUES>                   7,696
<FEE-REVENUE>                                     633
<INTEREST-EXPENSE>                              2,351
<COMPENSATION>                                 20,215
<INCOME-PRETAX>                                 2,752
<INCOME-PRE-EXTRAORDINARY>                      2,752
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    1,647
<EPS-PRIMARY>                                    0.34
<EPS-DILUTED>                                    0.28


</TABLE>


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