content: SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                                  
                                  
                                  
                                  
                              FORM 8-K
                                  
                                  
                                  
                           CURRENT REPORT
                                  
               PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                                  
                                  
                                  
  Date of Report (Date of Earliest Event Reported): October 29, 1996
                    
                                  
                                  
                       STIFEL FINANCIAL CORP.
       (Exact Name of Registrant as specified in its Charter)
                                  
                                  
                                  
        Delaware               1-9305              43-1273600
       (State of          (Commission File        (IRS Employer
     Incorporation)           Number)          Identification No.)
                                                        
                                  
                                  
                         500 North Broadway
                   St. Louis, Missouri 63102-2188
    (Address of principal executive offices, including zip code)
                                  
                                  
                                  
                                  
                           (314) 342-2000
        (Registrant's telephone number, including area code)
  
  
  <PAGE>
  Item 4.  Changes In Registrant's Certifying Accountants
  
       The  Board  of  Directors  of Stifel  Financial  Corp.  (the
  "Registrant"),  upon the recommendation of its  Audit  Committee,
  determined to replace Coopers & Lybrand L.L.P. ("Coopers") as the
  Registrant's independent auditors for the year ended December 31,
  1996.   Coopers  confirmed  that its client-auditor  relationship
  with  Registrant ceased on October 29, 1996.  The  Coopers  audit
  reports   on  the  consolidated  financial  statements   of   the
  Registrant as of and for the two years ended December  31,  1995,
  did  not  contain an adverse opinion or a disclaimer of  opinion,
  and were not qualified or modified as to uncertainty, audit scope
  or accounting principles.
       
       In  connection with its audit of the Registrant's  financial
  statements  as of December 31, 1995 and for the year then  ended,
  Coopers  recommended  that Registrant record certain  adjustments
  which  had  the effect of changing previously reported  unaudited
  results  of  operations  for  the year  ending  1995.  Registrant
  engaged in numerous discussions with Coopers regarding the  basis
  of   and   rationale  for  the  adjustments.    Following   these
  discussions  the  Registrant agreed with the  recommendations  of
  Coopers   and   recorded  the  recommended   adjustments.   These
  adjustments  included  the write-down of fixed  assets,  employee
  compensation and benefits and the valuation of investments. After
  giving   effect  to  all  adjustments  recommended  by   Coopers,
  previously reported unaudited net income was reduced by  $222,000
  for the year ended December 31, 1995.
       
       The details concerning these adjustments and their impact on
  Registrant's financial statements were previously reported to the
  Securities and Exchange Commission.  The 1995 quarterly  results,
  as  adjusted,  are  presented in Registrant's  Annual  Report  to
  Stockholders for the year ended December 31, 1995, ("Registrant's
  1995  Annual  Report")  which was incorporated  by  reference  in
  Registrant's  Form  10-K for the year ended  December  31,  1995.
  Registrant's 1995 Annual Report is attached as an exhibit to this
  report  and incorporated herein by reference.  Coopers  discussed
  the  subject  matter  of the adjustments with Registrant's  Audit
  Committee  on April 22, 1996. In connection with that discussion,
  Coopers  reported to Registrant's Audit Committee in  writing  on
  April  22,  1996,  that  in connection  with  the  audit  of  the
  financial statements for the year ended December 31, 1995, "there
  were  no  disagreements  with [Coopers] by  management  regarding
  audited financial statements or other accounting matters."
       
       Coopers  has  advised  Registrant, in connection  with  this
  filing, that the adjustments described above, which were made  by
  the  Registrant  at  the  recommendation of  Coopers,  constitute
  disagreements between personnel of Registrant responsible for the
  presentation of its financial statements and personnel of Coopers
  responsible for rendering its report on any matter of  accounting
  principles  or  practices,  financial  statement  disclosure   or
  auditing  scope  or  procedure which,  if  not  resolved  to  the
  satisfaction  of Coopers, would have caused it to make  reference
  to the subject matter thereof in connection with its report.
       
       Registrant  has authorized Coopers to respond fully  to  the
  inquiries  of  the successor independent auditor  concerning  the
  subject matter of each of the adjustments.  During the two  years
  ended  December  31,  1995, and through  October  29,  1996,  the
  independent  auditor expected to be retained to  replace  Coopers
  has  not  been  engaged by Registrant for any  auditing  work  or
  consulting on any matter.
  <PAGE>
  Item  7.   Financial Statements, Pro Forma Financial Information and Exhibits
  
    (a)   Financial Statements of Businesses Acquired.
  
        None.
  
    (b)   Pro Forma Financial Information.
  
        None.
  
    (c)   Exhibits.
  
       Exhibit 13:    Certain  portions  of  the  Annual  Report  to
                      Shareholders for the year ended December  31,
                      1995  incorporated  herein  by  reference  to
                      Exhibit 13 to the Registrant's Report on Form
                      10-K for the year ended December 31, 1995.
       
       Exhibit 16.1:  Letter  from Coopers & Lybrand L.L.P.  to  the
                      Registrant to confirm that the client-auditor
                      relationship has ceased, filed herewith.
  
  
  <PAGE>
  
  
                              SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange  Act
  of  1934, the registrant has duly caused this report to be signed
  on its behalf by the undersigned hereunto duly authorized.
  
                                STIFEL FINANCIAL CORP.
  
  
  
  Date:  November 1, 1996       By:       /s/  Stephen J. Bushmann
                                Name:    Stephen J. Bushmann
                                Title:   Chief Financial Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K; DATED OCTOBER 29, 1996", "secsgml_size_bytes": 6704}]
metadata_filer: {"company-data": {"conformed-name": "STIFEL FINANCIAL CORP", "cik": "0000720672", "assigned-sic": "6211", "irs-number": "431273600", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09305", "film-number": "96653064"}, "business-address": {"street1": "500 N. BROADWAY", "street2": "14TH FLOOR", "city": "ST LOUIS", "state": "MO", "zip": "63102-2188", "phone": "3143422000"}, "mail-address": {"street1": "500 N BROADWAY", "city": "ST LOUIS", "state": "MO", "zip": "63102-2188"}}
text: SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                                  
                                  
                                  
                                  
                              FORM 8-K
                                  
                                  
                                  
                           CURRENT REPORT
                                  
               PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                                  
                                  
                                  
  Date of Report (Date of Earliest Event Reported): October 29, 1996
                    
                                  
                                  
                       STIFEL FINANCIAL CORP.
       (Exact Name of Registrant as specified in its Charter)
                                  
                                  
                                  
        Delaware               1-9305              43-1273600
       (State of          (Commission File        (IRS Employer
     Incorporation)           Number)          Identification No.)
                                                        
                                  
                                  
                         500 North Broadway
                   St. Louis, Missouri 63102-2188
    (Address of principal executive offices, including zip code)
                                  
                                  
                                  
                                  
                           (314) 342-2000
        (Registrant's telephone number, including area code)
  Item 4.  Changes In Registrant's Certifying Accountants
  
       The  Board  of  Directors  of Stifel  Financial  Corp.  (the
  "Registrant"),  upon the recommendation of its  Audit  Committee,
  determined to replace Coopers & Lybrand L.L.P. ("Coopers") as the
  Registrant's independent auditors for the year ended December 31,
  1996.   Coopers  confirmed  that its client-auditor  relationship
  with  Registrant ceased on October 29, 1996.  The  Coopers  audit
  reports   on  the  consolidated  financial  statements   of   the
  Registrant as of and for the two years ended December  31,  1995,
  did  not  contain an adverse opinion or a disclaimer of  opinion,
  and were not qualified or modified as to uncertainty, audit scope
  or accounting principles.
       
       In  connection with its audit of the Registrant's  financial
  statements  as of December 31, 1995 and for the year then  ended,
  Coopers  recommended  that Registrant record certain  adjustments
  which  had  the effect of changing previously reported  unaudited
  results  of  operations  for  the year  ending  1995.  Registrant
  engaged in numerous discussions with Coopers regarding the  basis
  of   and   rationale  for  the  adjustments.    Following   these
  discussions  the  Registrant agreed with the  recommendations  of
  Coopers   and   recorded  the  recommended   adjustments.   These
  adjustments  included  the write-down of fixed  assets,  employee
  compensation and benefits and the valuation of investments. After
  giving   effect  to  all  adjustments  recommended  by   Coopers,
  previously reported unaudited net income was reduced by  $222,000
  for the year ended December 31, 1995.
       
       The details concerning these adjustments and their impact on
  Registrant's financial statements were previously reported to the
  Securities and Exchange Commission.  The 1995 quarterly  results,
  as  adjusted,  are  presented in Registrant's  Annual  Report  to
  Stockholders for the year ended December 31, 1995, ("Registrant's
  1995  Annual  Report")  which was incorporated  by  reference  in
  Registrant's  Form  10-K for the year ended  December  31,  1995.
  Registrant's 1995 Annual Report is attached as an exhibit to this
  report  and incorporated herein by reference.  Coopers  discussed
  the  subject  matter  of the adjustments with Registrant's  Audit
  Committee  on April 22, 1996. In connection with that discussion,
  Coopers  reported to Registrant's Audit Committee in  writing  on
  April  22,  1996,  that  in connection  with  the  audit  of  the
  financial statements for the year ended December 31, 1995, "there
  were  no  disagreements  with [Coopers] by  management  regarding
  audited financial statements or other accounting matters."
       
       Coopers  has  advised  Registrant, in connection  with  this
  filing, that the adjustments described above, which were made  by
  the  Registrant  at  the  recommendation of  Coopers,  constitute
  disagreements between personnel of Registrant responsible for the
  presentation of its financial statements and personnel of Coopers
  responsible for rendering its report on any matter of  accounting
  principles  or  practices,  financial  statement  disclosure   or
  auditing  scope  or  procedure which,  if  not  resolved  to  the
  satisfaction  of Coopers, would have caused it to make  reference
  to the subject matter thereof in connection with its report.
       
       Registrant  has authorized Coopers to respond fully  to  the
  inquiries  of  the successor independent auditor  concerning  the
  subject matter of each of the adjustments.  During the two  years
  ended  December  31,  1995, and through  October  29,  1996,  the
  independent  auditor expected to be retained to  replace  Coopers
  has  not  been  engaged by Registrant for any  auditing  work  or
  consulting on any matter.
  Item  7.   Financial Statements, Pro Forma Financial Information and Exhibits
  
    (a)   Financial Statements of Businesses Acquired.
  
        None.
  
    (b)   Pro Forma Financial Information.
  
        None.
  
    (c)   Exhibits.
  
       Exhibit 13:    Certain  portions  of  the  Annual  Report  to
                      Shareholders for the year ended December  31,
                      1995  incorporated  herein  by  reference  to
                      Exhibit 13 to the Registrant's Report on Form
                      10-K for the year ended December 31, 1995.
       
       Exhibit 16.1:  Letter  from Coopers & Lybrand L.L.P.  to  the
                      Registrant to confirm that the client-auditor
                      relationship has ceased, filed herewith.
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange  Act
  of  1934, the registrant has duly caused this report to be signed
  on its behalf by the undersigned hereunto duly authorized.
  
                                STIFEL FINANCIAL CORP.
  
  Date:  November 1, 1996       By:       /s/  Stephen J. Bushmann
                                Name:    Stephen J. Bushmann
                                Title:   Chief Financial Officer