STIFEL FINANCIAL CORP
10-Q, 1998-11-13
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         September 30, 1998
                                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 incorporation or organization)       (I.R.S. Employer Identification No.)

 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  September  30,   1998:
6,782,809, par value $0.15.

Exhibit Index is on page 15.

<PAGE>2
              Stifel Financial Corp. And Subsidiaries

                          Form 10-Q Index

                        September 30, 1998
 
                             
                                                                      PAGE
PART I.  FINANCIAL CONDITION

Item 1. Financial Statements (Unaudited)

     Consolidated Statements of Financial Condition --
       September 30, 1998 and December 31, 1997                        3-4

     Consolidated Statements of Operations --
       Three Months Ended September 30, 1998 and September 26, 1997     5

     Consolidated Statements of Operations --
       Nine Months Ended September 30, 1998 and September 26, 1997      6

     Consolidated Statements of Cash Flows--
       Nine Months Ended September 30, 1998 and September 26, 1997     7-8

     Notes to Consolidated Financial Statements                        9-11

Item 2.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition                                      12-15


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                              16
Item 6.  Exhibit(s) and Report(s) on Form 8-K                           16
Signatures                                                              17
<PAGE>3
PART I.  FINANCIAL CONDITION
Item 1. Financial Statements (Unaudited)
                     STIFEL FINANCIAL CORP. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
           (UNAUDITED) (In thousands, except par values and share amounts)
                                             September 30,     December 31,
                                                 1998             1997
                                             -------------     ------------
ASSETS                                               
Cash and cash equivalents                    $     15,511      $     15,366
Cash segregated for the exclusive benefit        
  of customers                                        176               177
Receivable from brokers and dealers                 5,421            35,223
Receivable from customers, net of                      
  allowance for doubtful accounts of         
  $556 and $556, respectively                     199,911           218,301 
Securities owned, at fair value                    26,413            19,212
Membership in exchanges, at cost                      513               513
  Office equipment and leasehold                         
  improvements, at cost, net of                        
  allowances for depreciation and   
  amortization of $11,997 and 10,890
  respectively                                      4,616             2,227
Goodwill, net of accumulated amortization              
  of $1,645 and $1,414, respectively                4,113             4,181
Notes receivable from and advances to                  
  officers and employees, net of                       
  allowance for doubtful receivables of        
  $1,221 and $2,376, respectively                   7,311             4,249
Deferred tax asset                                  3,078             4,577
Other assets                                       20,248            11,458
                                             ------------      ------------
                                             $    287,311      $    315,484
                                             ============      ============ 
<PAGE>4
                     STIFEL FINANCIAL CORP. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
              (UNAUDITED) (In thousands, except par values and share amounts)
                                             September 30,     December 31,
                                                 1998             1998
                                             -------------     ------------
LIABILITIES AND STOCKHOLDERS' EQUITY                 
             Liabilities                             
Short-term borrowings from banks             $     24,375      $     89,150
Payable to brokers and dealers                    111,100            73,708
Payable to customers                               38,562            39,239
Securities sold, but not yet purchased, at          
  fair value                                        1,462             4,264
Drafts payable                                      8,980            13,966
Accrued employee compensation                      15,220            19,247
Obligations under capital leases                      633               522
Accounts payable and accrued expenses              11,182            15,707
Long-term debt                                     20,570             9,600
                                             ------------      ------------
       Total Liabilities                          232,084           265,403
         Stockholders' Equity                              
Preferred stock -- $1 par value; authorized               
  3,000,000 shares; none issued                        --                --
Common stock -- $0.15 par value; authorized               
  10,000,000 shares; issued 6,808,102           
  and 6,678,223 shares, respectively                1,021             1,002
Additional paid-in capital                         37,802            37,006
Retained earnings                                  21,032            17,425
                                             ------------      ------------
                                                   59,855            55,433
Less:                                                
  Treasury stock, at cost, 25,293 and          
    168,648 shares, respectively                      281             1,989
  Unamortized expense of restricted                      
    stock awards                                    1,169               185
  Unearned employee stock ownership plan               
    shares, at cost, 236,250 shares                 3,178             3,178
                                             ------------      ------------
       Total Stockholders' Equity                  55,227            50,081
                                             ------------      ------------
                                             $    287,311      $    315,484
                                             ============      ============
          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
                                        September 30,      September 26,
                                            1998               1997
                                        -------------      -------------
REVENUES                                             
  Commissions                            $     14,231       $     13,505
  Principal transactions                        4,235              4,625
  Investment banking                            6,557              8,406
  Interest                                      4,765              5,957
  Other                                         4,471              4,152
                                         ------------       ------------ 
                                               34,259             36,645
                                                     
EXPENSES                                             
  Employee compensation and benefits           22,108             22,030
  Communications and office supplies            2,065              1,669
  Occupancy and equipment rental                2,344              2,048
  Interest                                      2,439              3,931
  Commissions and floor brokerage                 726                774
  Other operating expenses                      3,016              2,829
                                         ------------       ------------
                                               32,698             33,281
                                         ------------       ------------
INCOME BEFORE INCOME TAXES                      1,561              3,364
                                                     
  Provision for income taxes                      594              1,352
                                         ------------       ------------
   NET INCOME                            $        967       $      2,012
                                                     
                                                     
  Net income per share:                              
    Basic                                $       0.15       $       0.40
    Diluted                              $       0.14       $       0.31
  Dividends declared per share           $       0.03       $       0.03
  Average common equivalent shares                   
outstanding:
    Basic                                       6,544              5,076
    Diluted                                     6,856              6,830
                                                     
          See Notes to Consolidated Financial Statements.
<PAGE>6                                 
                               
              STIFEL FINANCIAL CORP. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS
                            (UNAUDITED)
              (In thousands, except per share amounts)
                                                    
                                               Nine Months Ended
                                        September 30,      September 26,
                                            1998               1997
                                        -------------      -------------
REVENUES                                             
  Commissions                            $     41,822       $     36,804
  Principal transactions                       19,792             14,743
  Investment banking                           13,787             20,130
  Interest                                     14,634             16,004
  Other                                        14,135             11,468
                                         ------------       ------------
                                              104,170             99,149
                                                     
EXPENSES                                             
  Employee compensation and benefits           65,991             59,625
  Communications and office supplies            6,151              5,121
  Occupancy and equipment rental                6,672              5,969
  Interest                                      7,861             10,414
  Commissions and floor brokerage               2,076              2,208
  Other operating expenses                      8,340              8,132
                                         ------------       ------------
                                               97,091             91,469
                                         ------------       ------------
INCOME BEFORE INCOME TAXES                      7,079              7,680
                                                     
  Provision for income taxes                    2,836              3,100
                                         ------------       ------------
   NET INCOME                            $      4,243       $      4,580
                                                     
                                                     
  Net income per share:                              
    Basic                                $       0.65       $       0.92
    Diluted                              $       0.62       $       0.73
  Dividends declared per share           $       0.09       $       0.09
  Average common equivalent shares                   
outstanding:
    Basic                                       6,513              4,989
    Diluted                                     6,887              6,682
                                                     
                                 
          See Notes to Consolidated Financial Statements.
                                 
<PAGE>7                                 
                            
              STIFEL FINANCIAL CORP. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (UNAUDITED)(In thousands)
                                                   Nine Months Ended
                                            September 30,     September 26,
                                                1998              1997
                                            -------------     -------------
CASH FLOWS FROM OPERATING ACTIVITIES                 
  Net income                                 $      4,243      $      4,580
  Noncash items included in earnings:
    Depreciation and amortization                   1,337             1,150
    Bonus notes amortization                        1,157               906
    Deferred items                                  1,936             1,358
    Restricted stock awards amortization              351                96
                                             ------------      ------------
                                                    9,024             8,090
                                                     
Decrease (increase)  in assets:                    
  Operating receivables                            48,192            15,846
  Cash segregated for the exclusive                      
    benefit of customers                                1               242
  Securities owned                                 (7,201)            1,679
  Notes receivable from officers and           
    employees                                      (4,219)             (575)
  Other assets                                     (3,196)              534
Increase (decrease) in liabilities:
  Operating payables                               36,715            46,464
  Securities sold, but not yet purchased           (2,802)              108
  Drafts payable, accounts payable and                   
    accrued expenses, and accrued                        
    employee compensation                         (13,975)             (490)
                                             ------------      ------------
Cash Flows From Operating Activities         $     62,539      $     71,898
                                 
          See Notes to Consolidated Financial Statements.
<PAGE>8
             STIFEL FINANCIAL CORP. AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                    (UNAUDITED)(In thousands)
                                                   Nine Months Ended
                                            September 30,     September 26,
                                                1998              1997
                                            -------------     -------------
Cash Flows From Operating Activities -                 
  from previous page                         $     62,539      $     71,898
CASH FLOWS FROM INVESTING ACTIVITIES                 
  Proceeds from:                                     
   Sale of investments                                 72                57
  Payments for:                                      
   Acquisition of office equipment and                     
    leasehold improvements                         (3,021)             (882)
   Acquisition of investments                      (5,808)             (900)
                                             ------------      ------------
Cash Flows From Investing Activities               (8,757)           (1,725)
                                             ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES                 
 Short-term borrowings, net                       (64,775)          (70,725)
  Proceeds from:                                     
   Issuance of stock                                1,441               791
   Temporary subordinated debt                        - -             8,000
   Issuance of Long-term debt                      10,970               - -
  Payments for:                                      
   Repurchase of stock                               (283)           (1,315)
   Temporary subordinated debt                        - -            (8,000)
   Principal payments under capital                  
    lease obligation                                 (384)             (308)
   Cash dividends                                    (606)             (425)
                                             ------------      ------------
Cash Flows From Financing Activities              (53,637)          (71,982)
                                             ------------      ------------
   Increase (decrease) in cash and             
    cash equivalents                                  145            (1,809)
   Cash and cash equivalents -              
    beginning of period                            15,366             7,960
                                             ------------      ------------
Cash and Cash Equivalents - end of period    $     15,511      $      6,151
                                             ============      ============
Supplemental disclosure of cash flow                 
  information:
   Income tax payments                       $      3,935      $      1,964
   Interest payments                         $      7,864      $     10,315
Schedule of noncash investing and                    
  financing activities:
   Fixed assets acquired under          
    capital lease                            $        495      $        357
   Employee stock ownership plan                      - -      $        287
   Restricted stock awards, net of      
    forfeitures                              $      1,264      $      1,607
   Debt Converted into Stock                          - -      $      2,500
   Stock Dividend Distributable              $         30               - -
                                                     
         See Notes to Consolidated Financial Statements.
<PAGE>9
            STIFEL FINANCIAL CORP. AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 and nine months ended September 30, 1998 are  not
necessarily  indicative of the results that may be  expected  for
the  year  ending  December 31, 1998.  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, 1997.

  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 $250,000 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  September 30, 1998, SN & Co. had net capital of $28,819,000
which was 11.80% of its aggregate debit items and $23,934,000  in
excess of the minimum required net capital.

NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS

  As  of  January  1,  1997,  the Company  adopted  the  original
provisions  of,  Statements  of  Financial  Accounting  Standards
("SFAS")  No.  125, "Accounting for Transfers  and  Servicing  of
Financial  Assets and Extinguishments of Liabilities," which  was
effective  for transfers of financial assets made after  December
31,  1996,  except for transfers of certain financial assets  for
which  the  effective date had been delayed  for  one  year.  The
Company  adopted  the delayed provisions in 1998.  SFAS  No.  125
provides financial reporting standards for the derecognition  and
recognition   of  financial  assets,  including  the  distinction
between transfers of financial assets which should be recorded as
sales  and  those which should be recorded as secured borrowings.
The  adoption of the provisions of SFAS No. 125 had  no  material
effect  on  the  Company's  financial  condition  or  results  of
operations.
<PAGE>10   
  SFAS  No. 130 "Reporting Comprehensive Income" became effective
for  companies whose fiscal year began after December  15,  1997.
SFAS   No.   130  establishes  standards  for  the   display   of
comprehensive income. The Company has no reportable items  to  be
included  in  comprehensive  income and  therefore  comprehensive
income and net income are the same.

  On  June  16,  1998, the Financial Accounting  Standards  Board
issued  SFAS No. 133, "Accounting for Derivative Instruments  and
Hedging Activities,"  Effective for fiscal years beginning  after
June  15,  1999, with earlier adoption recommended.  The  Company
does  not expect the impact of the adoption of the provisions  to
be  material to the Company's financial condition or  results  of
operations.

NOTE D - EARNINGS PER SHARE ("EPS")

  During 1997, the Company adopted SFAS 128. The following  table
reflects a reconciliation between Basic EPS and Diluted EPS.
<TABLE>
<CAPTION>  
  Three Months Ended                 September 30, 1998                      September 26, 1997
- ------------------------------------------------------------------------------------------------------
   (In thousands,except       Income       Shares         Per         Income       Shares         Per
   per share amount)        (Numerator)  (Denominator)   Share      (Numerator)  (Denominator)   Share
<S>                            <C>          <C>         <C>           <C>            <C>         <C> 
Basic Earnings Per Share                                       
 Income available to 
  shareholders                  $967         6,544       $0.15         $2,012        5,076       $0.40
- ------------------------------------------------------------------------------------------------------
Diluted Earnings Per Share
Effect of Dilutive Securities:
 Options, ESPP, and                                          
  deferred compensation          - -           312         - -            - -          292         - -
 Convertible debt                - -           - -         - -             97        1,462         - -
 Income available to                                         
  common stockholders                                         
   and assumed conversions      $967         6,856       $0.14         $2,109        6,830       $0.31
- ------------------------------------------------------------------------------------------------------
  
  Nine Months Ended                  September 30, 1998                      September 26, 1997
  (In thousands,except        Income       Shares         Per         Income       Shares         Per
  per share amounts)        (Numerator)  (Denominator)   Share      (Numerator)  (Denominator)   Share
- ------------------------------------------------------------------------------------------------------
Basic Earnings Per Share                                       
 Income available to 
  shareholders                $4,243         6,513       $0.65         $4,580        4,989       $0.92
- ------------------------------------------------------------------------------------------------------
Diluted Earnings Per Share
Effect of Dilutive Securities:
 Options, ESPP, and                                          
  deferred compensation          - -           374         - -            - -          214         - -
 Convertible debt                - -           - -         - -            290        1,479         - -
 Income available to                                         
  common stockholders                                         
  and assumed conversions     $4,243         6,887       $0.62         $4,870        6,682       $0.73
- ------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>11
NOTE E - SUBSEQUENT EVENT
  On  October 23, 1998, the Company's Board of Directors declared
a  regular quarterly cash dividend of $0.03 per share, payable on
November 19, 1998 to stockholders of record November 5, 1998.
<PAGE>12
   Item 2. Management's Discussion and Analysis of Results of
               Operations and Financial Condition

  Results of Operations
  Three months ended September 1998 and September 1997

  The  Company  recorded net earnings of $967,000  or  $0.14  per
diluted  share on total revenues of  $34.3 million for the  third
quarter ended September 30, 1998 compared to net earnings  of  $2
million  or $0.31 per diluted share on revenues of $36.6  million
recorded for the same period one year earlier.

  Revenues  from  commissions increased $726,000  (5%)  to  $14.2
million,   principally  due  to  increased  investment  executive
production.  Main components of the increase were from  sales  of
listed  equity  securities - up $379,000 (12%);  insurance  -  up
$398,000 (37%); and mutual funds up $316,000 (10%); offset  by  a
decrease in sales of over the counter stocks of $297,000 (5%).

  Revenues  from  principal transactions decreased $390,000  (8%)
to  $4.2  million.  The decrease resulted primarily from realized
and unrealized trading losses on over the counter stocks.

  Investment  banking  decreased  $1.8  million  (22%)  to   $6.6
million  primarily  as  a result of decreased  underwritings  for
regional financial institutions and Real Estate Investment Trusts
("REITs") due to less favorable market conditions.

  Interest  revenue decreased $1.2 million (20%) to $4.8  million
as a result of decreased average customer receivables.

  Other   revenues  increased  $319,000  (8%)  to  $4.5   million
principally  due  to  increases in fee revenues  from  investment
advisory  and  management services - up $413,000 (23%);  customer
service fees - up $358,000 (30%); offset by unrealized losses  on
various investments held by the Company of $399,000.

  Total  expenses remained relatively unchanged from the  quarter
ended one year earlier.

  Employee  compensation and benefits, a significant  portion  of
the Company's total expense, remained relatively unchanged in the
third  quarter  of 1998.  The variable component of  compensation
decreased $1.1 million (7%) compared to last year's third quarter
primarily due to decreases in performance based and profitability
based  incentive  compensation awards.  The  fixed  component  of
compensation, principally salaries, increased $1.2 million  (23%)
as  a  result  of  normal year-to-year salary increases  and  the
addition of approximately 80 non-sales associates since September
of  1997.   Growth occurred in key areas such as  Equity  Capital
Markets  and Private Client Group, foundations for the  Company's
overall growth plans.

  Communications and office supplies increased $396,000 (24%)  to
$2.1  million,  primarily as a result of  costs  associated  with
improvements in communications technology, increased activity  in
the printing of sales materials, and the addition of seven branch
offices since September 1997.
<PAGE>13
  Occupancy   and  equipment  rental  increased  $296,000   (15%)
principally due to the addition of seven branch offices mentioned
above.

  Interest  expense declined $1.5 million (38%) due to  decreased
borrowings by the Company to finance customers margin accounts.

  Nine months ended September 1998 and September 1997

  The  Company recorded net earnings of $4.2 million or $0.62 per
diluted share on revenues of  $104.2 million for the nine  months
ended  September 30, 1998 compared to $4.6 million or  $0.73  per
diluted  share on revenues of  $99.1 million for the same  period
one year earlier.

  Total  revenues increased  $5 million (5%)  as retail  investor
activity   remained  strong  coupled  with  increased  investment
executive production.

  Commission  revenue increased $5 million (14%) principally  due
to  increased investment executive production. Main components of
the  increase  were from sales of mutual funds - up $2.4  million
(28%);  listed  equity securities - up $1.3  million  (15%);  and
insurance - up $903,000 (31%).

  Principal  transaction revenues increased $5 million (34%)  due
to  revenue  derived from the underwriting of a  unit  investment
trust  by  SN  &  Co. in the first quarter of 1998 and  increased
sales of fixed income products.

  Investment  banking revenue decreased $6.3  million  (32%)  for
the  first  nine  months of 1998 compared to the previous  year's
first  nine  months.   The decrease can be  attributed  to  fewer
underwritings  of Trust Preferred and mortgage REIT transactions.
Last  year's  first  nine months  were especially strong as  $6.4
million of revenue was generated from these transactions, most of
which occurred in the first quarter.

  Interest   revenue  decreased  $1.4  million  (8.6%)   due   to
decreased customer receivables.

  Other revenues increased $2.7 million (23%) for the first  nine
months  of  1998.  Main components of the increase resulted  from
increases  in fee revenues from investment advisory  and  managed
account  services  - up $1.6 million (33%) and  customer  service
fees - up $1 million (31%).

  Total  expenses increased $5.6 million (6%) for the first  nine
months  of  1998  over  the  previous year's  first  nine  months
principally due to increased compensation and benefits.
<PAGE>14
  Employee  compensation  and  benefits  increased  $6.4  million
(11%) in the first nine months of 1998 over the same period  one-
year   earlier.   A  majority  of  the  increase  resulted   from
compensation  that is variable in nature and grew in  conjunction
with  the increases in revenues and profitability.  This variable
component  increased $3.5 million (8%) compared  to  last  year's
first   nine   months.   The  fixed  component  of  compensation,
principally salaries, increased $2.9 million (20%) for  the  same
reasons described in the three months results.

  Communications  and supplies increased $1 million  (20%)  as  a
result  of  costs associated with improvements in  communications
technology,  increased  activity in the  printing  of  sales  and
promotional materials and the addition of seven branch offices.

  Occupancy   and  equipment  rental  increased  $703,000   (12%)
principally due to the addition of seven branch offices mentioned
above and  a  one-time  credit  recorded  in 1997  related to the
renegotiation  of  a  long-term  office  space  lease  which  had 
been  previously  accrued.  Without  the effect  of the  one-time 
credit, occupancy  and  equipment  rental  would  have  increased
$385,000 (6%).

  Interest  expense declined $2.5 million (35%) due to  decreased
borrowings by the Company to finance customers margin accounts.

Year 2000

    The  Year  2000  issue  is the result  of  computer  programs
currently  written in a two-digit format rather than four  digits
to define the applicable year and therefore affecting the ability
of  computer  systems to accurately process  dates  ending  after
December  31, 1999. The Company continues to review its  computer
systems  and  programs to prepare for the Year  2000  compliance.
Such  review includes internal and third party software: and more
significantly, service providers' computer systems. A significant
portion  of the Company's internal programs is already year  2000
compliant.

  The   Company's  brokerage  securities  processing  system   is
provided  by a leading industry vendor. The Company has contacted
and  continues to closely monitor the implementation plans of the
vendor.  The  vendor has completed a significant portion  of  its
plans and has begun user testing that will continue through early
1999.

  The  Company  believes  that the incremental  costs  associated
with modifications for internal software and systems will not  be
material  to  the  Company's financial statements.  However,  the
Company  could  be  adversely affected  if  other  organizations,
including  the  vendor  mentioned  above,  are  unsuccessful   in
completing the required Year 2000 system modifications.
<PAGE>15  
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 notes payable, 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.

  Management  believes  the  funds  from  operations,   available
informal    short-term   credit   arrangements,   and   long-term
borrowings,  at  September  30,  1998,  will  provide  sufficient
resources to meet the present and anticipated financing needs.

  Stifel,   Nicolaus  &  Company,  Incorporated,  the   Company's
principal   broker-dealer  subsidiary,  is  subject  to   certain
requirements  of  the  Securities and  Exchange  Commission  with
regard  to  liquidity and capital requirements. At September  30,
1998,  Stifel,  Nicolaus had net capital of  approximately  $28.8
million  which  exceeded the minimum net capital requirements  by
approximately $23.9 million.
<PAGE>16
PART II. OTHER INFORMATION


Item 1. Legal Proceedings

  On  August  7,  1998 the United States Tenth Circuit  Court  of
Appeals  affirmed  the  previous  ruling  by  the  United  States
District  Court for the Western District of Oklahoma, to  dismiss
the  State  of  Oklahoma suit against the  Company  seeking  $7.6
million  in  compensatory  damages  and  that  these  damages  be
trebled. The State of Oklahoma suit alleged that the Company  and
two  former executives of the Company committed violations of the
Racketeer Influenced and Corrupt Organizations Act.

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

     
Item 6. Exhibit(s) and Report(s) on Form 8-K
  (a)    Exhibit No.                                   
   (Reference to Item 601(b)                              
      of Regulation S-K)                       Description           
- --------------------------------------------------------------------------------
               27                         Financial Data  Schedule  
                                  (furnished to the Securities and Exchange
                                       Commission for Electronic Data
                                     Gathering, Analysis, and Retrieval
                                           [EDGAR] purposes only)
   (b)  Report(s) on Form 8-K

     There  were no reports on Form 8-K filed during the  quarter
  ended September 30, 1998.

<PAGE>17                                
                                
                           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: November 13, 1998         By       /s/Ronald J. Kruszewski
                                          Ronald J. Kruszewski
                                          (President and
                                          Chief Executive Officer)



Date: November 13, 1998         By       /s/Stephen J. Bushmann
                                          Stephen J. Bushmann
                                          (Principal Financial and
                                          Accounting Officer)
<PAGE>18
            STIFEL FINANCIAL CORP. AND SUBSIDIARIES

                                
                          EXHIBIT INDEX
                       September 30, 1998





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




                                


<TABLE> <S> <C>

<ARTICLE>  BD
<LEGEND>
                                
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DATED
SEPTEMBER 30, 1998 AND THE STATEMENT OF OPERATIONS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY
           BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

<MULTIPLIER>  1,000
<PERIOD-TYPE>                             9-MOS
<FISCAL-YEAR-END>                         DEC-31-1998
<PERIOD-START>                            JAN-01-1998
<PERIOD-END>                              SEP-30-1998
<CASH>                                         15,687
<RECEIVABLES>                                 206,543
<SECURITIES-RESALE>                                 0
<SECURITIES-BORROWED>                           6,100
<INSTRUMENTS-OWNED>                            26,413
<PP&E>                                          4,616
<TOTAL-ASSETS>                                287,311
<SHORT-TERM>                                   24,375
<PAYABLES>                                     76,560
<REPOS-SOLD>                                        0
<SECURITIES-LOANED>                           109,117
<INSTRUMENTS-SOLD>                              1,462
<LONG-TERM>                                    20,570
<COMMON>                                        1,021
                               0
                                         0
<OTHER-SE>                                     54,206
<TOTAL-LIABILITY-AND-EQUITY>                  287,311
<TRADING-REVENUE>                              19,792
<INTEREST-DIVIDENDS>                           14,634
<COMMISSIONS>                                  41,822
<INVESTMENT-BANKING-REVENUES>                  13,787
<FEE-REVENUE>                                   2,485
<INTEREST-EXPENSE>                              7,861
<COMPENSATION>                                 65,991
<INCOME-PRETAX>                                 7,079
<INCOME-PRE-EXTRAORDINARY>                      7,079
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    4,243
<EPS-PRIMARY>                                     .65
<EPS-DILUTED>                                     .62


</TABLE>


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