STIFEL FINANCIAL CORP
10-Q, 2000-05-15
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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               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, 2000
                               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       (I.R.S.  Employer Identification No.)
 of incorporation or 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 May 1, 2000: 7,226,306, par
value $0.15.

<PAGE>2

             Stifel Financial Corp. And Subsidiaries

                         Form 10-Q Index

                         March 31, 2000


                                                                 PAGE
PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Consolidated Statements of Financial Condition --
       March 31, 2000 and December 31, 1999...................... 3 - 4

     Consolidated Statements of Operations --
       Three Months Ended March 31, 2000 and March 31, 1999......   5

     Consolidated Statements of Cash Flows--
       Three Months Ended March 31, 2000 and March 31, 1999...... 6 - 7

     Notes to Consolidated Financial Statements.................. 8 - 11

Item 2.  Management's Discussion and Analysis of Financial
     Condition and Results of Operations ........................ 12 - 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,
                                                2000                1999
                                            ------------        ------------
ASSETS
Cash and cash equivalents                   $    19,698         $    16,861
Cash segregated for the exclusive benefit
  benefit of customers                              183                 181
Receivable from brokers and dealers              51,080              42,037
Receivable from customers, net of
  allowance for doubtful receivables of
  $584 and $556, respectively                   339,517             313,034
Securities owned, at fair value                  39,139              28,690
Membership in exchanges, at cost                    470                 470
Office equipment and leasehold
  improvements, at cost, net of
  allowances for depreciation and
  amortization of $12,094 and $11,370,
  respectively                                    8,441               7,597
Goodwill, net of accumulated amortization
  of $771 and $738, respectively                  4,779               1,631
Notes receivable from and advances to
  officers and employees, net of
  allowance for doubtful receivables
  from former employees of $535 and $701,
  respectively                                    8,060               7,934
Deferred tax asset                                3,578               2,958
Other assets                                     35,470              31,717
                                            ------------        ------------
       Total Assets                         $   510,415         $   453,110
                                            ============        ============
<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,
                                               2000                1999
                                            ------------        ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
             Liabilities
Short-term borrowings from banks            $   142,346         $   122,950
Payable to brokers and dealers                  165,576             147,059
Payable to customers                             43,960              33,643
Securities sold, but not yet purchased,
  at fair value                                   1,256               2,036
Drafts payable                                   17,231              18,065
Accrued employee compensation                    16,166              18,277
Obligations under capital leases                    925               1,068
Accounts payable and accrued expenses            19,280              15,985
Long-term debt                                   34,968              34,968
                                            ------------        ------------
       Total Liabilities                        441,708             394,051

Subordinated debt                                 1,264                 - -

         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 7,525,971             1,129               1,107
and 7,376,176 shares, respectively
Additional paid-in capital                       44,880              43,573
Retained earnings                                27,431              24,546
                                            ------------        ------------
                                                 73,440              69,226
Less:
  Treasury stock, at cost, 286,678 and
    724,055 shares, respectively                  2,916               6,984
  Unamortized expense of restricted
    stock awards                                    320                 370
  Unearned employee stock ownership plan
    shares, at cost, 215,535 and 219,601
    shares, respectively                          2,761               2,813
                                            ------------        ------------
       Total Stockholders' Equity                67,443              59,059
                                            ------------        ------------
                                            $   510,415         $   453,110
                                            ============        ============
         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, 2000          March 31, 1999
                                      --------------          --------------
REVENUES
  Commissions                          $    25,560             $    17,265
  Principal transactions                     9,386                   6,441
  Investment banking                         2,044                   3,012
  Interest                                   7,706                   4,478
  Other                                      7,521                   5,821
                                       ------------            ------------
                                            52,217                  37,017

EXPENSES
  Employee compensation and benefits        32,118                  23,857
  Communications and office supplies         2,496                   2,026
  Occupancy and equipment rental             3,464                   2,562
  Interest                                   4,380                   1,970
  Commissions and floor brokerage              995                     774
  Other operating expenses                   3,679                   3,013
                                       ------------            ------------
                                            47,132                  34,202
                                       ------------            ------------
INCOME BEFORE INCOME TAXES                   5,085                   2,815

  Provision for income taxes                 1,805                   1,029
                                       ------------            ------------
   NET INCOME                          $     3,280             $     1,786
                                       ============            ============

  Net income per share:
    Basic                              $      0.47             $      0.26
    Diluted                            $      0.44             $      0.25
  Dividends declared per share         $      0.03             $      0.03
  Average common equivalent shares
    outstanding:
    Basic                                    6,938                   6,846
    Diluted                                  7,527                   7,186


         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,
                                              2000                 1999
                                          ------------         ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                              $      3,280         $      1,786
  Noncash items included in
      earnings:
    Depreciation and amortization                  757                  553
    Bonus notes amortization                       524                  408
    Deferred items                                (519)                 270
    Restricted stock awards amortization           269                  103
                                          ------------         ------------
                                                 4,311                3,120
  Decrease (increase) in assets:
    Operating receivables                      (35,240)              10,519
    Cash segregated for the exclusive
      benefit of customers                          (2)                  (1)
    Securities owned                           (10,449)              11,509
    Notes receivable from officers and
      employees                                   (644)                (183)
    Other assets                                  (461)               3,652
  Increase (decrease) in liabilities:
    Operating payables                          28,835                8,221
    Securities sold, but not yet purchased        (780)                 799
    Drafts payable, accrued employee
      compensation, and accounts payable
      and accrued expenses                      (1,192)             (12,314)
                                          ------------         ------------
Cash Flows From Operating Activities           (15,622)              25,322

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from:
    Sale of property                               - -                    5
    Cash received in acquisition of
      subsidiary                                 2,927                 -  -
    Sale of investments                            214                 -  -
  Payments for:
    Acquisition of office equipment and
      leasehold improvements                    (1,568)              (1,050)
    Acquisition of investments                    (799)                (250)
                                          ------------         ------------
Cash Flows From Investing Activities               774               (1,295)
<PAGE>7
                      STIFEL FINANCIAL CORP. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
                              UNAUDITED (In Thousands)
                                                  Three Months Ended
                                            March 31,            March 31,
                                              2000                 1999
                                          ------------         ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Short-term borrowings, net                      19,281              (23,015)
  Proceeds from:
    Issuance of stock                            1,319                1,432
  Payments for:
    Repurchase of stock                         (1,047)              (1,853)
    Repayment of subordinated borrowings        (1,500)                -  -
    Principal payments under capital
      lease obligation                            (143)                (108)
    Cash dividends                                (225)                (218)
                                          ------------         ------------
Cash Flows From Financing Activities            17,685              (23,762)

   Increase in cash and cash equivalents         2,837                  265
   Cash and cash equivalents -
     beginning of period                        16,861               12,835
                                          ------------         ------------
   Cash and Cash Equivalents - end of
     period                               $     19,698         $     13,100
                                          ============         ============
Supplemental disclosure of cash
   flow information:
     Income tax payments                  $        460         $         12
     Interest payments                    $      3,939         $      1,962
Schedule of noncash investing and
   financing activities:
     Employee stock ownership plan        $         39         $         40
     Acquisition of Hanifen,Imhoff Inc.   $      4,746         $        - -
     Restricted stock awards and stock
       units, net of forfeitures          $        693         $        303
     Stock Dividend                       $       -  -         $         77

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, 2000 are not  necessarily
indicative  of  the  results that may be expected  for  the  year
ending December 31, 2000.  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, 1999.

  Where appropriate, prior year's 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,  2000, SN & Co. had net capital of  $31,795,864,
which was 8.36% of its aggregate debit items, and $12,770,297  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
59  branch offices and 123 independent contractor 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.

  Information   concerning  operations  in  these   segments   of
business is as follows (in thousands):
- -----------------------------------------------------------------
  Three Months Ended March 31,            2000            1999
- -----------------------------------------------------------------
  Revenues
   Private Client                    $   43,712      $   30,721
   Capital Markets                        7,007           4,969
   Other                                  1,498           1,327
- -----------------------------------------------------------------
  Total Revenues                     $   52,217      $   37,017
=================================================================
  Operating Contribution
   Private Client                    $    8,965      $    5,353
   Capital Markets                          115             215
   Other                                    434             404
- -----------------------------------------------------------------
  Total Operating Contribution            9,514           5,972
- -----------------------------------------------------------------
  Unallocated Overhead                   (4,429)         (3,157)
- -----------------------------------------------------------------
  Pre-Tax Income                     $    5,085      $    2,815
=================================================================
  The Company has not disclosed asset information by segment,  as
the information is not produced internally and its preparation is
impracticable.
<PAGE>10
NOTE D - EARNINGS PER SHARE ("EPS")
  Basic EPS is calculated by dividing net income 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):
- -----------------------------------------------------------------------
     Three Months Ended March 31,                   2000          1999
- -----------------------------------------------------------------------
Income Available to Common Stockholders
  Net Income                                     $  3,280      $  1,786
- -----------------------------------------------------------------------
Weighted Average Shares Outstanding
  Basic Weighted Average Shares Outstanding         6,938         6,846
  Potential Common Shares From Employee
    Benefit Plans                                     589           340
                                                 --------      --------
  Diluted Weighted Average Shares Outstanding       7,527         7,186
- -----------------------------------------------------------------------
Basic Earnings Per Share                         $   0.47      $   0.26
Diluted Earnings Per Share                       $   0.44      $   0.25
=======================================================================


NOTE E - MERGER

        On January 12, 2000, the Company completed the merger  of
Hanifen,  Imhoff Inc. ("HII"), a Denver-based investment  banking
firm.  The  transaction has been accounted for as a purchase  and
provides  for  a  tax-free  exchange of  516,984  shares  of  the
Company's stock (valued at $4,745,913) for all of the outstanding
shares  of  HII.  The  purchase  price  has  been   preliminarily
allocated  to  net tangible  and intangible assets acquired based
on their  estimated fair  market values.  The remaining  purchase
price of $3.2 million has been recorded as goodwill,which will be
amortized over 25 years. The  exchange ratio was calculated using
the  respective  book values  of  the Company  and HII. The total
shares  issued  in the  transaction  were  based  upon the  final
closing equity of HII at December 31,1999. In connection with the
transaction, certain key  associates of HII  executed  employment
agreements  containing non-compete provisions and restrictions on
the sale of the  stock received  in the merger  and were  awarded
options in the Company.The merger added  54  investment  bankers,
research  analysts,institutional sales  associates,  and  traders
to  the capital markets  segment,  as  well  as 24 administrative
and  technical support associates.
<PAGE>11
  The  following  unaudited  pro forma  financial  data  for  the
combined operations, assuming the transaction had taken place  on
January  1,  1999.  The  pro forma results  give  effect  to  the
amortization  of goodwill and the cost savings  as  a  result  of
consolidated operations.
- --------------------------------------------------------------------------
  Three Months Ended March 31,                     2000              1999
  (in thousands, except per share amounts)
- --------------------------------------------------------------------------
  Revenues                                     $  52,446         $  41,277
  Net income                                   $   2,280         $   1,684
  Diluted earnings per share                   $    0.30         $    0.22
  Diluted weighted average shares outstanding      7,595             7,703
- --------------------------------------------------------------------------
The above pro forma statements do not purport to be indicative of
the  results  which   actually   would  have   occurred  had  the
acquisition been made on January 1, 1999.

NOTE F - SUBSEQUENT EVENTS
  On April 26, 2000, the Company's Board of Directors declared  a
regular  quarterly cash dividend of $0.03 per share,  payable  on
May  30,  2000  to  stockholders of record as  of  the  close  of
business on May 16, 2000.
                             ******
<PAGE>12
Item 2.   Management's  Discussion  and  Analysis  of   Financial
          Condition and Results of Operations
Results of Operations

Three  months ended March 2000 as compared to three months  ended
March 1999

  The  Company recorded net earnings of $3.3 million or $0.44 per
diluted  share on total revenues of $52.2 million for  the  three
months  ended  March 31, 2000 compared to net  earnings  of  $1.8
million  or  $0.25 per diluted share on total revenues  of  $37.0
million for the same period one year earlier.

  The  Company's  expansion of its Private  Client  Group,  which
began  in 1998, was evident in the quarter ending March 31,  2000
when compared to the same period one year earlier. Private client
branch    offices,   investment   executives,   and   independent
contractors increased by 10, 96, and 25, respectively  over  1999
representing  increases  of  17%,  24%,  and  15%.  Additionally,
investor  confidence  in the equity markets  remained  strong  as
indicated by the increase in the major market index_The Dow Jones
Industrial Average (the "Dow") _ and increased trading volumes on
the  New York Stock Exchange ("NYSE") and NASDAQ. From March  31,
1999  to March 31, 2000, the Dow increased 1,136 (10%) from 9,786
to 10,922, while trading volumes on the NYSE and NASDAQ increased
29%  and 48%, respectively, over 1999 which contributed to a  43%
increase in the number of customer trades by the Company.

  Total  revenues  increased $15.2 million (41%) primarily  as  a
result of growth in commissions, principal transactions, interest
revenues  and other revenues which increased $8.3 million  (48%),
$2.9  million  (46%), $3.2 million (72%) and $1.7  million  (29%)
respectively,  partially  offset  by  a  decrease  in  investment
banking, which declined $968,000 (32%).

  Revenues  from commissions rose due to private client expansion
and  strong markets as referred to above. The main components  of
the  increase  were  from  sales  of  over-the-counter  equities,
insurance products, and mutual funds.

  Revenues from principal transactions increased principally  due
to  the  increased sales of nontaxable fixed income products  and
unit trusts and the addition of HII which generated revenues from
principal  transactions of $1.3 million  consisting  primarily of
revenues from market making  activities and  sales  of nontaxable
fixed income products.

  Interest  revenues  rose  as  a  result  of  increased  average
borrowings  by customers, combined with increases  in  the  rates
charged to those customers.

  Other  revenues  increased, principally due to an  increase  in
managed  account fees, unrealized gains recorded by a  non-broker
dealer  subsidiary of the Company and receipt  of  death  benefit
proceeds  from an insurance policy.  This increase was  partially
offset by a decrease in investment advisory fees due to the  sale
of Todd Investment Advisors, in the second quarter of 1999.
<PAGE>13
    Investment  banking revenues declined due to  a  decrease  in
corporate finance advisory fees which resulted principally from a
significant private placement transaction completed in the  first
quarter  of  1999, and a decrease in municipal bond underwritings
offset by an increase in syndicate participation fees.

  Total  expenses  increased $12.9 million (38%) over  the  first
quarter of 1999. All expense categories increased over the  first
quarter  of  1999 due to the continued expansion of  the  private
client group and the merger of HII unless explained otherwise.

    Employee compensation and benefits, a significant portion  of
the  Company's total expense, increased $8.3 million (35%) in the
first  three  months  of  2000.  The  increase  in  the  variable
component  of  compensation  of  $7.3  million  (42%)   grew   in
conjunction with the increases in revenues and profitability. The
balance  of  the  increase  resulted from  private  client  group
expansion and the merger of HII.

  Other  operating expenses increased $666,000 (22%)  principally
due  to increases in the provision for litigation, in conjunction
with  increased  travel  and  promotion  expense  resulting  from
private client group expansion and the merger of HII.

  Interest   expense  increased  $2.4  million  (122%)   due   to
increased  borrowings by the Company to finance  customer  margin
accounts,  combined  with increases in the rates  paid  on  those
borrowings.

  The  effective tax rate for the first three months ended  March
31,  2000  decreased  from  the  same  period  one  year  earlier
primarily due to the tax effect of death benefit proceeds from an
insurance policy.

Forward-Looking Statements
  The   Management's   Discussion  and  Analysis   of   Financial
Condition  and  Results  of Operations, 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, 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  majority  of  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, subordinated debt,  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.
<PAGE>14
  During  the first three months of 2000, the Company repurchased
89,742 shares, using existing board authorizations, at an average
price  of  $10.36  per  share,  to  meet  obligations  under  the
Company's employee benefit plans.

  On January 12, 2000 the Company completed the merger of HII,  a
Denver-based  investment banking firm. The merger  was  completed
with  the tax-free exchange of 516,984 shares of the Company  for
all of the outstanding shares of HII.

  Management  believes  the  funds  from  operations,   available
informal    short-term   credit   arrangements,   and   long-term
borrowings, at March 31, 2000, 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,  2000,
Stifel,  Nicolaus had net capital of approximately $31.8  million
which   exceeded   the  minimum  net  capital   requirements   by
approximately $12.8 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, 1999.

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, 1999. 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  26,  2000.  Of  7,254,247 shares issued,  outstanding  and
eligible   to   be  voted  at  the  meeting,  6,742,182   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  Four  Class  II  Directors.  The  first  matter
submitted  was the election of four Class I director nominees  to
the Board of Directors, each to continue in office until the year
2003.  Upon tabulation of the votes cast, it was determined  that
all  four-director nominees had been elected. The voting  results
are set forth below:
          Name                For            Withheld
- -----------------------------------------------------
     Charles A. Dill      6,604,047           138,135
     Richard F. Ford      6,603,830           138,352
     John J. Goebel       6,600,886           141,296
     Walter F.Imhoff      6,631,367           110,815
- -----------------------------------------------------
     Because  the  Company has a staggered  Board,  the  term  of
office of the following named Class I and III directors, who were
not  up for election at the 2000 annual meeting, continued  after
the meeting:
     Class III (to continue in office until 2001)
          Robert E. Lefton
          James M. Oates
          George H. Walker, III

     Class I  (to continue in office until 2002)
          Bruce A. Beda
          Stuart I. Greenbaum
          Ronald J. Kruszewski
<PAGE>16
2.   Proposal to Adopt the Equity Incentive Plan for Non-Employee
Directors  (the "Incentive Plan"). The second matter, a  proposal
to  adopt the Incentive Plan, was approved by a majority  of  the
7,254,247 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                  6,418,880
          Against                280,847
          Abstain                 42,455

  3.Proposal  to Ratify the Appointment of Deloitte & Touche  LLP
("Deloitte").  The  third  matter,  a  proposal  to  ratify   the
appointment of Deloitte as the Company's independent auditors for
the year ending December 31, 2000, was approved by a majority  of
the  7,254,247  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                  6,730,275
          Against                  7,763
          Abstain                  4,144

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, 2000.

<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 15, 2000                 By   /s/ Ronald J. Kruszewski
                                            --------------------
                                            Ronald J. Kruszewski
                                            (President and
                                            Chief Executive Officer)



Date: May 15, 2000                 By   /s/ James M. Zemlyak
                                            ----------------
                                            James M. Zemlyak
                                           (Principal Financial and
                                            Accounting Officer)
<PAGE>18
            STIFEL FINANCIAL CORP. AND SUBSIDIARIES

                          EXHIBIT INDEX
                         March 31, 2000


      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>
                           EXHIBIT 27
             STIFEL FINANCIAL CORP. AND SUBSIDIARIES
                     FINANCIAL DATA SCHEDULE
                           (UNAUDITED)

                           ARTICLE BD

 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, 2000, AND IS QUALIFIED IN ITS
       ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

<MULTIPLIER>                  1,000
<PERIOD-TYPE>                 3-MOS
<FISCAL-YEAR-END>                         DEC-31-2000
<PERIOD-START>                            JAN-01-2000
<PERIOD-END>                              MAR-31-2000
<CASH>                                         19,881
<RECEIVABLES>                                 353,112
<SECURITIES-RESALE>                                 0
<SECURITIES-BORROWED>                          45,545
<INSTRUMENTS-OWNED>                            39,139
<PP&E>                                          8,441
<TOTAL-ASSETS>                                510,415
<SHORT-TERM>                                  142,346
<PAYABLES>                                    101,756
<REPOS-SOLD>                                        0
<SECURITIES-LOANED>                           162,638
<INSTRUMENTS-SOLD>                              1,256
<LONG-TERM>                                    34,968
<COMMON>                                        1,129
                               0
                                         0
<OTHER-SE>                                     66,314
<TOTAL-LIABILITY-AND-EQUITY>                  510,415
<TRADING-REVENUE>                               9,374
<INTEREST-DIVIDENDS>                            7,706
<COMMISSIONS>                                  25,560
<INVESTMENT-BANKING-REVENUES>                   2,057
<FEE-REVENUE>                                     245
<INTEREST-EXPENSE>                              4,380
<COMPENSATION>                                 32,118
<INCOME-PRETAX>                                 5,085
<INCOME-PRE-EXTRAORDINARY>                      5,085
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    3,280
<EPS-BASIC>                                       .47
<EPS-DILUTED>                                     .44


</TABLE>


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