STIFEL FINANCIAL CORP
10-Q, 1999-05-14
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                               12
               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 31, 1999
                               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.)
  incorporationr organization)

501 N. Broadway, St. Louis, Missouri                 63102-2102
(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 April 30, 1999: 6,982,685,
par value $0.15.
<PAGE>2


             Stifel Financial Corp. And Subsidiaries

                         Form 10-Q Index

                         March 31, 1999

                                


                                                                  PAGE
PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Consolidated Statements of Financial Condition --
       March 31, 1999 and December 31, 1998                       3 - 4 

     Consolidated Statements of Operations --
       Three Months Ended March 31, 1999 and March 31, 1998           5

     Consolidated Statements of Cash Flows--
       Three Months Ended March 31, 1999 and March 31, 1998       6 - 7

     Notes to Consolidated Financial Statements                   8 - 10

Item 2.  Management's Discussion and Analysis of Financial
     Condition and Results of Operations                          11 -14

Item 3.  Quantitative and Qualitative Disclosures about Market
     Risk                                                             15


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                            15
Item 4.  Submission of Matters to a Vote of Security Holders     15 - 16
Item 6.  Exhibit(s) and Report(s) on Form 8-K                         16
Signatures                                                            17
<PAGE>3
PART I.  FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
                   STIFEL FINANCIAL CORP. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
        (UNAUDITED) (In thousands, except par values and share amounts)
                                              March 31,         December 31,
                                                 1999               1998
                                            -----------         -----------
ASSETS                                               
Cash and cash equivalents                   $    13,100         $    12,835
Cash segregated for the exclusive benefit        
  of customers                                      178                 177
Receivable from brokers and dealers              12,055              23,946
Receivable from customers, net of                      
  allowance for doubtful accounts of         
  $561 and $556, respectively                   215,081             213,709
Securities owned, at fair value                  27,123              38,632
Membership in exchanges, at cost                    513                 513
Office equipment and leasehold                         
  improvements, at cost, net of allowances
  for depreciation and amortization of
  $12,837, and $12,361, respectively              5,884               5,315
Goodwill, net of accumulated amortization               
  of $1,798 and $1,721, respectively              3,797               3,874
Notes receivable from and advances to                  
  officers and employees, net of                       
  allowance for doubtful receivables of       
  $482 and $482, respectively                     6,235               6,460
Deferred tax asset                                2,943               3,213
Other assets                                     22,929              26,331
                                            -----------         -----------
       Total Assets                         $   309,838         $   335,005
                                            ===========         ===========
<PAGE>4
                    STIFEL FINANCIAL CORP. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (CONTINUED) 
        (UNAUDITED) (In thousands, except par values and share amounts)
                                               March 31,        December 31, 
                                                 1999              1998      
                                             -----------        -----------
LIABILITIES AND STOCKHOLDERS' EQUITY                 
             Liabilities                             
Short-term borrowings from banks             $    39,875        $    62,890
Payable to brokers and dealers                   107,722            104,769
Payable to customers                              42,574             37,306
Securities sold, but not yet purchased, at      
  fair value                                       1,797                998
Drafts payable                                    14,283             18,210
Accrued employee compensation                     12,352             18,320
Obligations under capital leases                     740                848
Accounts payable and accrued expenses             13,363             16,117
Long-term debt                                    20,570             20,570
                                             -----------        -----------
       Total Liabilities                         253,276            280,028
         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 7,376,176          
  and 7,219,335 shares, respectively               1,107              1,084
Additional paid-in capital                        43,260             41,867
Retained earnings                                 19,782             18,291
                                             -----------        -----------
                                                  64,149             61,242
Less:                                                
 Treasury stock, at cost, 371,722 and       
   222,743 shares, respectively                    3,632              2,162
 Unamortized expense of restricted             
   stock awards                                      985              1,081
 Unearned employee stock ownership plan               
   shares, at cost, 231,800 and 235,866         
   shares, respectively                            2,970              3,022
                                             -----------        -----------
       Total Stockholders' Equity                 56,562             54,977
                                             -----------        -----------
                                             $   309,838        $   335,005
                                             ===========        ===========
         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 31,        March 31,
                                            1999             1998
                                          ---------        ---------
REVENUES                                             
  Commissions                             $  17,265        $  13,609
  Principal transactions                      6,441            9,541
  Investment banking                          3,012            3,563
  Interest                                    4,478            4,755
  Other                                       5,821            4,371
                                          ---------        ---------
                                             37,017           35,839
                                                     
EXPENSES                                             
  Employee compensation and benefits         23,857           22,644
  Communications and office supplies          2,026            1,965
  Occupancy and equipment rental              2,563            2,105
  Interest                                    1,970            2,539
  Commissions and floor brokerage               774              649
  Other operating expenses                    3,013            2,519
                                          ---------        ---------
                                             34,203           32,421
                                          ---------        ---------
INCOME BEFORE INCOME TAXES                    2,814            3,418
                                                     
  Provision for income taxes                  1,028            1,365
                                          ---------        ---------           
   NET INCOME                             $   1,786        $   2,053
                                                     
                                                     
  Net income per share:                              
    Basic                                 $    0.26         $   0.30
    Diluted                               $    0.25         $   0.29
  Dividends declared per share            $    0.03         $   0.03
  Average common equivalent shares                   
outstanding:
    Basic                                     6,846            6,781
    Diluted                                   7,186            7,160
                                                     
                                
         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 31,      March 31,
                                              1999           1998
                                           ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                               $    1,786    $    2,053
  Noncash items included in                        
      earnings:
    Depreciation and amortization                 553           365
    Bonus notes amortization                      408           431
    Deferred items                                270           590
    Restricted stock awards amortization          103            63
                                           ----------    ----------
                                                3,120         3,502
  Decrease (increase) in assets:                  
    Operating receivables                      10,519           836
    Cash segregated for the exclusive             
      benefit of customers                         (1)           (1)
    Securities owned                           11,509        (6,102)
    Notes receivable from officers and          
      employees                                  (183)       (1,097)
    Other assets                                3,652           572
  Increase (decrease) in liabilities:
    Operating payables                          8,221        57,044
    Securities sold, but not yet purchased        799           631
    Drafts payable, accounts payable and                 
      accrued expenses, and accrued           
      employee compensation                   (12,314)       (8,684)
                                           ----------    ----------
Cash Flows From Operating Activities           25,322        46,701

CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from:                                   
      Sale of property                              5           - -
      Sale of investments                         - -            28
    Payments for:                                    
      Acquisition of office equipment and                   
        leasehold improvements                 (1,050)       (1,651)
      Acquisition of investments                 (250)          - -
                                           ----------    ----------
Cash Flows From Investing Activities           (1,295)       (1,623)
<PAGE>7
                   STIFEL FINANCIAL CORP. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)              
                         (UNAUDITED) (In Thousands)   
                                                 Three Months Ended
                                            March 31,     March 31,     
                                               1999         1998
                                           ----------    ---------- 
CASH FLOWS FROM FINANCING ACTIVITIES
    Short-term borrowings, net                (23,015)      (51,450)
    Proceeds from:                                   
      Issuance of stock                         1,432           908
    Payments for:                                    
      Repurchase of stock                      (1,853)          (78)
      Principal payments under capital       
        lease obligation                         (108)          (88)
      Cash dividends                             (218)         (199)
                                           ----------    ----------
Cash Flows From Financing Activities          (23,762)      (50,907)

    Increase (decrease) in cash and           
      cash equivalents                            265        (5,829)
    Cash and cash equivalents -           
      beginning of period                      12,835        15,366
Cash and Cash Equivalents - end of period  $   13,100    $    9,537
                                           ==========    ==========
Supplemental disclosure of cash                    
  flow information:
    Income tax payments                    $       12    $    1,124
    Interest payments                      $    1,962    $    2,343
Schedule of noncash investing and                  
  financing activities:
    Employee stock ownership plan          $       40           - -
    Restricted stock awards and stock 
      units, net of forfeitures            $      303    $    1,033
    Stock Dividend                         $       77    $       30
See Notes to Consolidated Financial Statements.
<PAGE>8
              STIFEL FINANCIAL CORP. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A - REPORTING POLICIES
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 31, 1999 are not  necessarily
indicative  of  the  results that may be expected  for  the  year
ending December 31, 1999.  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, 1998.

  Where appropriate, prior years' financial information has  been
reclassified to conform with the current year presentation.
Comprehensive Income

  The  Company  has no components of other comprehensive  income,
therefore comprehensive income equals net income.

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, as
amended  (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 and cash dividends may not be
paid  if  resulting net capital would be less than 5  percent  of
aggregate debit items.

  At  March  31,  1999, SN & Co. had net capital of  $29,650,000,
which was 12.50% of its aggregate debit items, and $24,907,000 in
excess of the minimum required net capital.
<PAGE>9
NOTE C - SEGMENT REPORTING
  The  Company's  reportable  segments  include  private  client,
capital  markets, and other. The private client segment  includes
157  branch  offices of the Company's broker-dealer  subsidiaries
located  throughout  the U.S., primarily in  the  Midwest.  These
branches  provide  securities brokerage services,  including  the
sale  of  equities,  mutual  funds, fixed  income  products,  and
insurance, to their private clients. The capital markets  segment
includes management and participation in underwritings (exclusive
of  sales  credits,  which are included  in  the  private  client
segment),  mergers  and  acquisitions, public  finance,  trading,
research,  and  market  making.  Investment  advisory  fees   and
clearing income is included in other.

  Intersegment  revenues  and  charges  are  eliminated   between
segments.  The Company evaluates the performance of its  segments
and  allocates  resources  to  them  based  on  various  factors,
including prospects for growth, return on investment, and  return
on revenues.

  The Company has not disclosed asset information by segment,  as
the information is not produced internally and its preparation is
impracticable.

  Information   concerning  operations  in  these   segments   of
business is as follows (in thousands):
- -----------------------------------------------------------------
  Three Months Ended March 31,          1999             1998
- -----------------------------------------------------------------
  Revenues
   Private Client                   $  30,641        $  28,829
   Capital Markets                      4,723            3,990
   Other                                1,653            3,020
- -----------------------------------------------------------------
    Total Revenues                  $  37,017        $  35,839
=================================================================
  Operating Contribution
   Private Client                   $   5,667        $   5,622
   Capital Markets                         22            1,056
   Other                                  543              233
- ----------------------------------------------------------------- 
    Total Operating Contribution        6,232            6,911
- -----------------------------------------------------------------
   Unallocated Overhead                (3,418)          (3,493)
- -----------------------------------------------------------------
      Pre-Tax Income                 $  2,814        $   3,418
=================================================================
<PAGE>10
NOTE D - EARNINGS PER SHARE ("EPS")
  Basic  EPS  is  calculated  by dividing  net  earnings  by  the
weighted-average number of common shares outstanding. Diluted EPS
is  similar to basic EPS but adjusts for the effect of  potential
common shares.

    The  components of the basic and diluted earnings  per  share
calculation for the three months ended March 31, are  as  follows
(in thousands, except per share amounts):
                                                1999        1998
- -----------------------------------------------------------------
Income Available to Common Shareholders               
  Net Income                                  $  1,786   $  2,053
- -----------------------------------------------------------------  
Weighted Average Share Outstanding                    
  Basic Weighted Average Shares Outstanding      6,846      6,781
  Potential Common Shares From Employee     
    Benefit Plans                                  340        379
  Diluted Weighted Average Shares Outstanding    7,186      7,160
- -----------------------------------------------------------------  
Basic Earnings Per Share                      $   0.26   $   0.30
Diluted Earnings Per Share                    $   0.25   $   0.29
- -----------------------------------------------------------------


NOTE E - SUBSEQUENT EVENTS
  On April 27, 1999, the Company's Board of Directors declared  a
regular  quarterly cash dividend of $0.03 per share,  payable  on
May  27,  1999  to  stockholders of record as  of  the  close  of
business on May 11, 1999.

  On  April 27, 1999, the Company closed the sale of one  of  its
investment advisory subsidiaries, Todd Investment Advisors, Inc.,
to  a  subsidiary  of  The  Western and Southern  Life  Insurance
Company.  The sale resulted in an after-tax gain of approximately
$1.3 million.
                                
                             ******
<PAGE>11                                

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

Results of Operations

Three  months ended March 1999 as compared to three months  ended
  March 1998

  The  Company recorded net earnings of $1,786,000 or  $0.25  per
diluted  share on total revenues of $37.0 million for  the  first
quarter  ended  March  31,  1999  compared  to  net  earnings  of
$2,053,000 or $0.29 per diluted share on total revenues of  $35.8
million for the same period one year earlier.

  The  Company's  expansion of its Private  Client  Group  during
1998 was evidenced during the first quarter of 1999 when compared
to  the  same  period  one year earlier.  Private  client  branch
offices,   investment  executives,  and  independent  contractors
increased  by 11, 19, and 37 respectively over the first  quarter
of  1998.  Additionally, strong markets continued to fuel private
client  investment activity.  Trading volumes  on  the  NYSE  and
NASDAQ  increased  27%  and 31% respectively  over  1998's  first
quarter.

  Total revenues increased $1.2 million primarily as a result  of
growth  in  commissions and other revenues which  increased  $3.7
million  (27%)  and  $1.5 million (33%) respectively,  offset  by
decreases  in  principal  transactions,  investment  banking  and
interest  revenues, which declined $3.1 million  (32%),  $551,000
(15%) and $277,000 (6%) respectively.

  Revenues  from commissions rose due to private client expansion
and  strong  markets referred to above.  Main components  of  the
increase  were from sales of over-the-counter equities, insurance
products,  and mutual funds, which increased 48%,  91%,  and  16%
respectively.

  Revenues  from  principal transactions decreased primarily  due
to decreases in revenues generated by the sale of unit investment
trusts.  During the first quarter of 1998, the Company underwrote
a   unit  investment  trust,  which  generated  $3.8  million  in
revenues.

  Investment  banking  revenues  declined  principally   due   to
decreased new issue equity underwritings.

  Interest  revenue declined as a result of decreased  borrowings
by  customers,  combined with decreases in the rates  charged  to
those customers.

  Other  revenues  increased principally due  to  40%  growth  in
managed  account  service fees, and 51% growth  in  money  market
account fees.
<PAGE>12
  Total  expenses  increased $1.8 million (5%) principally  as  a
result of increased compensation and benefits.

  Employee  compensation and benefits, a significant  portion  of
the  Company's total expense, increased $1.2 million (5%) in  the
first  quarter  of  1999.  The fixed component  of  compensation,
primarily  salaries, increased $1.1 million (21%) as a result  of
normal year-to-year salary increases and the addition of 52  non-
sales  associates  since March 1998.  The majority  of  personnel
increases  resulted  from the expansion  of  the  Private  Client
Group,  related product support departments, and the  Information
Technology department.

  Occupancy  and  Equipment  Rental  increased  $458,000   (22%),
principally  due  to  the addition of eleven branch  offices  and
increased   depreciation   expense  related   to   increases   in
capitalized  equipment to upgrade technology and support  private
client expansion.

  Interest  expense  declined $569,000  (22%)  due  to  decreased
borrowings by the Company to finance  customer  margin  accounts,
combined with decreases in the rates paid on those borrowings.

  Other  Operating Expenses increased $495,000 (20%)  principally
due to increases in settlements for customer claims, professional
fees for litigation, and travel and entertainment expenses.
<PAGE>13
Year 2000

    The  Year  2000  issue  is the result  of  computer  programs
currently written in two-digit format, rather than four-digit, to
define the applicable year, which affects the ability of computer
systems  to  accurately process dates ending after  December  31,
1999.

  During March and April of 1999 the Company participated in  the
industry-wide  testing of securities processing  in  a  simulated
Year  2000 environment with its third party vendor which has been
identified  as mission critical. The third party vendor  provides
record  keeping  and  transaction processing  for  the  Company's
customer  accounts. No significant items were  noted  during  the
testing  of  the trading and settlement processing.   Testing  of
other  record  keeping  processing on  the  third-party  vendor's
system was completed in January of 1999 and no significant  items
were noted.

  The  Company's  Year  2000 plan also addresses  other  systems,
including  a variety of vendor supplied software products  and  a
small number of internally created AS400 mainframe programs.  The
Company  has  substantially  completed  implementation   of   all
remedies planned for mission critical systems as of January 1999.

  The  Company  will test its internally created AS400  mainframe
programs  by  June  30, 1999. There are currently  no  plans  for
specific  testing  of  most vendor-supplied  software  for  which
vendors have provided assurance of Year 2000 compliance.

  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
interdependent nature of securities transactions and the  success
of  the  Company's external counterparties and vendors, including
the  third-party  vendor mentioned above, in  dealing  with  this
issue could significantly influence the Company's estimate of the
impact the Year 2000 will have on its business.

  The  Company has identified and developed contingency plans for
its  internally provided mission critical systems, i.e. staffing,
back-up  power  sources and off-site processing.   Presently  the
Company  is  closely  monitoring the development  of  contingency
plans  by its mission critical third party vendors, in particular
the third party vendor mentioned above. Full development of these
contingency  plans by the third party vendor is expected  by  the
third  quarter. Present plans by the third party vendor  include:
extra staffing; increased communications with major exchanges and
utilities over the January 1, 2000 weekend; moratoriums on  staff
vacations  and  time  off  during  December/January  period;  and
readiness to invoke normal disaster recovery plan (backup  power,
hot site readiness).
<PAGE>14
Forward-Looking Statements

  The    Management's   Financial   Discussion,   including   the
discussion under "Year 2000," contains forward-looking statements
within the meaning of federal securities laws. Actual results are
subject to risks and uncertainties, including both those specific
to  the  Company and those specific to the industry  which  could
cause  results to differ materially from those contemplated.  The
risks  and uncertainties include, but are not limited to,  third-
party   or   Company   failures  to  achieve  timely,   effective
remediation of the Year 2000 issues, general economic conditions,
actions   of   competitors,  regulatory   actions,   changes   in
legislation and technology changes. Undue reliance should not  be
placed on the forward-looking statements, which speak only as  of
the date of this Quarterly Report. The Company does not undertake
any obligation to publicly update any forward-looking statements.

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 March 31, 1999, 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 March 31,  1999,
Stifel,  Nicolaus had net capital of approximately $29.7  million
which   exceeded   the  minimum  net  capital   requirements   by
approximately $24.9 million.
<PAGE>15
Item 3. Quantitative and Qualitative Disclosure about Market Risk

     There  have  been no material changes from  the  information
provided in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.


PART II. OTHER INFORMATION

Item 1. Legal Proceedings
  There  have  been no material changes in the legal  proceedings
previously reported in the Company's Annual Report on  Form  10-K
for  the year ended December 31, 1998. Such information is hereby
incorporated by reference.

Item 4. Submission of Matters to a Vote of Security Holders
  The  Annual Meeting of Stockholders of the Company was held  on
April  28,  1999.  Of  7,045,330 shares issued,  outstanding  and
eligible   to   be  voted  at  the  meeting,  6,728,432   shares,
constituting a quorum, were represented in person or by proxy  at
the  meeting. Four matters were submitted to a vote  of  security
holders at the meeting.

  1.Election  of  Three  Class  I  Directors.  The  first  matter
submitted was the election of three Class I director nominees  to
the Board of Directors, each to continue in office until the year
2002.  Upon tabulation of the votes cast, it was determined  that
all  three director nominees had been elected. The voting results
are set forth below:
               Name                For            Withheld
               ----                ---            --------
        Bruce A. Beda           6,610,975         117,457
        Stuart I. Greenbaum     6,611,103         117,329
        Ronald J. Kruszewski    6,611,117         117,315

     Because  the  Company has a staggered  Board,  the  term  of
office  of  the  following named Class II and III directors,  who
were  not  up for election at the 1999 annual meeting,  continued
after the meeting:

   Class II (to continue in office until 2000)
        Charles A. Dill
        Richard F. Ford
        John J. Goebel

   Class III (to continue in office until 2001)
        Robert E. Lefton
        James M. Oates
        George H. Walker, III
<PAGE>16
  2.Proposal  to Adopt the Amended and Restated Stifel  Financial
Corp.  1997  Incentive  Stock Plan (the  "Incentive  Plan").  The
second  matter,  a  proposal to adopt  the  Incentive  Plan,  was
approved  by a majority of the 7,045,330 shares of the  Company's
common stock that were issued, outstanding and eligible to  vote.
The voting results on this matter were as follows:

          For                  4,873,207
          Against                742,504
          Abstain                 20,760
          Broker Non-Votes     1,091,961

  3.Proposal  to Adopt the Stifel Financial Corp. 1999  Executive
Incentive  Performance Plan (the "Performance Plan").  The  third
matter, a proposal to adopt the Performance Plan, was approved by
a  majority of the 7,045,330 shares of the Company's common stock
that  were  issued, outstanding and eligible to vote. The  voting
results on this matter were as follows:

          For                  5,331,871
          Against                274,847
          Abstain                 29,753
          Broker Non-Votes     1,091,961

  4.Proposal  to Ratify the Appointment of Deloitte & Touche  LLP
("Deloitte").  The  fourth  matter,  a  proposal  to  ratify  the
appointment of Deloitte as the Company's independent auditors for
the year ending December 31, 1999, was approved by a majority  of
the  7,045,330  shares of the Company's common  stock  that  were
issued,  outstanding and eligible to vote. The voting results  on
this matter were as follows:

          For                  6,709,834
          Against                 16,240
          Abstain                  2,358
  
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 March 31, 1999.
<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: May 14,1999                    By /s/ Ronald J. Kruszewski
                                        Ronald J. Kruszewski
                                        (President and
                                         Chief Executive Officer)



Date: May 14,1999                    By /s/ James M. Zemlyak
                                        James M. Zemlyak
                                        (Principal Financial and
                                         Accounting Officer)
<PAGE>18
            STIFEL FINANCIAL CORP. AND SUBSIDIARIES

                                
                          EXHIBIT INDEX
                         March 31, 1999





      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 AND THE
 CONSOLIDATED STATEMENT OF OPERATIONS OF STIFEL FINANCIAL CORP.
FILED AS PART OF THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR
    THE QUARTER ENDED MARCH 31, 1999, AND IS QUALIFIED IN ITS
       ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

<MULTIPLIER>                  1,000
<PERIOD-TYPE>            3-MOS
<FISCAL-YEAR-END>                         DEC-31-1999
<PERIOD-START>                            JAN-01-1999
<PERIOD-END>                              MAR-31-1999
<CASH>                                         13,278
<RECEIVABLES>                                 225,419
<SECURITIES-RESALE>                                 0
<SECURITIES-BORROWED>                           7,951
<INSTRUMENTS-OWNED>                            27,123
<PP&E>                                          5,884
<TOTAL-ASSETS>                                309,838
<SHORT-TERM>                                   39,875
<PAYABLES>                                     85,130
<REPOS-SOLD>                                        0
<SECURITIES-LOANED>                           105,904
<INSTRUMENTS-SOLD>                              1,797
<LONG-TERM>                                    20,570
<COMMON>                                        1,107
                               0
                                         0
<OTHER-SE>                                     55,455
<TOTAL-LIABILITY-AND-EQUITY>                  309,838
<TRADING-REVENUE>                               6,441
<INTEREST-DIVIDENDS>                            4,478
<COMMISSIONS>                                  17,265
<INVESTMENT-BANKING-REVENUES>                   3,012
<FEE-REVENUE>                                     900
<INTEREST-EXPENSE>                              1,970
<COMPENSATION>                                 23,857
<INCOME-PRETAX>                                 2,814
<INCOME-PRE-EXTRAORDINARY>                      2,814
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    1,786
<EPS-PRIMARY>                                     .26
<EPS-DILUTED>                                     .25


</TABLE>


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