AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1997
                                            Registration No. 333-
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                    _______________________
                            FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                    _______________________
                     STIFEL FINANCIAL CORP.
       (Exact name of registrant as specified in charter)

      DELAWARE                              43-1273600
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)        Identification Number)

   500 North Broadway
   St. Louis, Missouri                           63102
(Address of principal executive offices)      (Zip Code)
                  ___________________________
                     STIFEL FINANCIAL CORP.
                   1997 STOCK INCENTIVE PLAN
                    (Full title of the plan)
                  ___________________________
                    CHARLES R. HARTMAN, ESQ.
                 General Counsel and Secretary
                     Stifel Financial Corp.
                       500 North Broadway
                   St. Louis, Missouri  63102
            (Name and address of agent for service)
  Telephone number, including area code, of agent for service:
                         (314) 342-2000
                  ___________________________
                            Copy to:
                     ROBERT M. LAROSE, ESQ.
                        Thompson Coburn
                     One Mercantile Center
                  St. Louis,  Missouri  63101
                         (314) 552-6000

                     CALCULATION OF REGISTRATION FEE
    Title of      Amount to    Proposed       Proposed       Amount of
Securities to be     be        Maximum        Maximum      Registration
   Registered     Registered   Offering       Aggregate         Fee
                               Price Per      Offering
                               Share(2)       Price(2)
---------------- -----------   --------       ----------  ---------------
Common Stock,      600,000     $13.8125       $8,287,500     $2,512.00
$.15 par value(1)   shares                      

(1)  Includes one attached Preferred Share Purchase Right per share.
(2)  Estimated  solely for purposes of computing the Registration  Fee
pursuant  to the provisions of Section 457(h), based upon the  average
of  the  high and low price reported per share on the New  York  Stock
Exchange on October 10, 1997.

This Registration Statement shall become effective in accordance with the
provisions of Rule 464 promulgated under the Securities Act of 1933.
<PAGE> 1
                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

    The  following documents filed by Stifel Financial Corp. (the
"Company")  with  the  Securities  and  Exchange  Commission  are
incorporated herein by reference:

       (i)   The  Company's Annual Report on Form  10-K  for  the
       year ended December 31, 1996.

       (ii) The Company's Quarterly Reports on Form 10-Q for  the
       quarters ended March 31, 1997 and June 30, 1997.

       (iii)      The Company's Current Reports on Form 8-K dated
       July 2, 1997 and August 27, 1997.

       (iv)   The  description  of  the  Company's  Common  Stock
       contained in the Company's Registration Statement on  Form
       8-A, filed on April 29, 1987.

       (iii)      The  description  of  the  Company's  Preferred
       Stock   Purchase   Rights  contained  in   the   Company's
       Registration  Statement on Form 8-A,  filed  on  July  31,
       1996.

       All   documents   filed  by  the   Company   pursuant   to
Sections  13(a), 13(c), 14 and 15(d) of the 1934 Act,  after  the
date of this Registration Statement and prior to the filing of  a
post-effective  amendment  which indicates  that  all  securities
offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
in  this Registration Statement and to be made a part hereof from
the  date  of filing of such documents.  Any statements contained
herein or in a document incorporated herein by reference shall be
deemed  to  be  modified  or  superseded  for  purposes  of  this
Registration  Statement to the extent that a statement  contained
in a subsequently filed document incorporated herein by reference
modifies  or supersedes such document.  Any statement so modified
or  superseded  shall not be deemed, except  as  so  modified  or
superseded, to constitute a part of the Registration Statement.

Item 6.  Indemnification of Directors and Officers.

      The  following is a summary of Section 145 of  the  General
Corporation Law of the State of Delaware (the "DGCL").

     Subject to restrictions contained in the DGCL, a corporation
may  indemnify any person, who was or is a party or is threatened
to  be  made  a  party  to any threatened, pending  or  completed
action,  suit or proceeding by reason of the fact that he  is  or
was a director, officer, employee or agent of the corporation, or
is  or  was  serving  at  the request of  the  corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other enterprise,  against
expenses  (including  attorney's  fees),  judgments,  fines   and
amounts  paid in settlement actually and reasonably  incurred  in
connection therewith if such person acted in good faith and in  a
manner such person reasonably believed to be in or not opposed to
the  best  interests of the corporation, and, in connection  with
any  criminal action or proceedings, had no reasonable  cause  to
believe that such person's conduct was unlawful.  A person who is
successful  on  the  merits or otherwise in any  suit  or  matter
covered by the indemnification statute, shall be indemnified  and
indemnification is otherwise authorized upon a determination that
the  person to be indemnified has met the applicable standard  of
conduct required.  Such determination shall be made by a majority
vote  of  the  board of directors who were not  parties  to  such
action, suit or proceeding, even though less than a quorum, or if
there  are no such directors, or if such directors so direct,  by
special  independent  counsel in a written  opinion,  or  by  the
stockholders.   Expenses  incurred in  defense  may  be  paid  in
advance  upon receipt by the corporation of a written undertaking
by  or  on behalf of the recipient to repay such amount if it  is
ultimately  determined  that the recipient  is  not  entitled  to
indemnification under the statute.  The indemnification  provided
by  statute  is  entitled under any by-law,  agreement,  vote  of
stockholders or disinterested directors or otherwise,  and  shall
inure  to  the benefit of the heirs, executors and administrators
of  such  person.  Insurance may be purchased on  behalf  of  any
person entitled to indemnification by the corporation against any
liability asserted against him or her and incurred in an official
capacity  regardless of whether the person could  be  indemnified
under  the  statute.  References to the corporation  include  all
constituent corporations absorbed in a consolidation or merger as
well   as   the   resulting  corporation,  and   anyone   seeking
indemnification  by  virtue of acting in  some  capacity  with  a
constituent  corporation would stand in the same position  as  if
such person had served the resulting or surviving corporation  in
the same capacity.

      The  By-Laws of the Company provide for indemnification  of
directors  and  officers of the Company  to  the  maximum  extent
permitted by the DGCL.

      The directors and officers of the Company are insured under
a policy of directors' and officers' liability insurance.

      The  Board  of  Directors has entered into  Indemnification
Agreements  with  certain  members of  its  Board  of  Directors.
Pursuant to these Indemnification Agreements, the Company  agrees
to  hold  harmless  each  director,  and  his  respective  heirs,
successors and estate, generally to the full extent permitted  by
the  Delaware General Corporation Law, as it may be amended  from
time  to  time,  and specifically against any and  all  expenses,
judgments,  fines  and  amounts paid in settlement  actually  and
reasonably  incurred  by  a director, his  heirs,  successors  or
estate,  in connection with certain pending or completed actions,
suits   or  proceedings,  to  which  the  director,  his   heirs,
successors  or estate are or were a party, or were threatened  to
be  made  a  party.  Indemnification will not be  provided  under
certain   circumstances   enumerated   in   the   Indemnification
Agreement.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons   controlling  the  Company  pursuant  to  the  foregoing
provisions, the Company has been informed that in the opinion  of
the  Securities  and Exchange Commission such indemnification  is
against  public policy as expressed in such Act and is  therefore
unenforceable.

Item 8.  Exhibits.

     See Exhibit Index on page 6 hereof:


Item 9.  Undertakings.

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers and sales
     are   being  made,  a  post-effective  amendment   to   this
     registration statement:

                  (i)     To  include any prospectus required  by
         Section 10(a)(3) of the Securities Act of 1933;

                 (ii)   To reflect in the prospectus any facts or
         events   arising  after  the  effective  date   of   the
         registration    statement   (or    the    most    recent
         post-effective  amendment thereof), which,  individually
         or  in the aggregate, represent a fundamental change  in
         the information set forth in the registration statement;

                  (iii)  To include any material information with
         respect   to   the  plan  of  distribution    previously
         disclosed in the registration statement or any  material
         change   to   such   information  in  the   registration
         statement;

Provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do
not  apply if the registration statement is on Form S-3  or  Form
S-8,   and  the  information  required  to  be  included   in   a
post-effective  amendment  by those paragraphs  is  contained  in
periodic  reports filed by the registrant pursuant to Section  13
or  Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability
     under  the  Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of  such securities at that time shall be deemed to  be  the
     initial bona fide offering thereof.

           (3)  To  remove  from  registration  by  means  of   a
     post-effective   amendment  any  of  the  securities   being
     registered  which  remain unsold at the termination  of  the
     offering.

      (b) The undersigned registrant hereby undertakes that,  for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under
the  Securities  Act  of  1933  may be  permitted  to  directors,
officers  and controlling persons of the registrant  pursuant  to
the  foregoing provisions, or otherwise, the registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.
<PAGE>
                           SIGNATURES

      The  Registrant.   Pursuant  to  the  requirements  of  the
Securities  Act  of 1933, the registrant certifies  that  it  has
reasonable  grounds  to  believe  that  it  meets  all   of   the
requirements  for  filing on Form S-8 and has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of St. Louis,
State of Missouri, on October 2, 1997.

                              STIFEL FINANCIAL CORP.

                              By /s/ Ronald J. Kruszewski
                                 Ronald J. Kruszewski
                                 President and Chief Executive Officer


                       POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes
and appoints Charles R. Hartman, his true and lawful attorney-in-
fact  and agent for him and on his behalf and in his name,  place
and  stead,  in  any  and all capacities  to  sign  any  and  all
amendments   (including  post-effective   amendments)   to   this
Registration  Statement on Form S-8 with respect  to  the  Stifel
Financial Corp. 1997 Stock Incentive Plan, and to file the  same,
with  exhibits and any and all other documents filed with respect
thereto,  with  the  Securities and Exchange Commission  (or  any
other  governmental or regulatory authority), granting unto  said
attorneys, and each of them, full power and authority to  do  and
to  perform each and every act and thing requisite and  necessary
to  be done in and about the premises in order to effectuate  the
same as fully to all intents and purposes as he himself might  or
could  do  if personally present, hereby ratifying and confirming
all  that said attorneys-in-fact and agents, or any of them,  may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the date indicated.


           Signature              Title                       Date
--------------------------   ---------------------       ---------------
/s/ George H. Walker, III    Chairman of the Board       October 2, 1997
George H. Walker, III

/s/ Ronald J. Kruszewski     President and Chief         October 2, 1997
Ronald J. Kruszewski           Executive Officer

/s/ Stephen J. Bushmann      Chief Financial             October 2, 1997
Stephen J. Bushmann          Officer and Vice President

/s/ Bruce A. Beda            Director                    October 2, 1997
Bruce A. Beda

/s/ Belle A. Cori            Director                    October 2, 1997
Belle A. Cori

/s/ Charles A. Dill          Director                    October 2, 1997
Charles A. Dill

/s/ Richard F. Ford          Director                    October 2, 1997
Richard F. Ford

/s/ Stuart I. Greenbaum      Director                    October 2, 1997
Stuart I. Greenbaum

/s/ John J. Goebel           Director                    October 2, 1997
John J. Goebel

/s/ Robert E. Lefton         Director                    October 2, 1997
Robert E. Lefton

/s/ James M. Oates           Director                    October 2, 1997
James M. Oates
<PAGE>
                         EXHIBIT INDEX

Exhibit                                                     Page
No.

4.1(a)   Restated Certificate of Incorporation  of  the     
         Company  filed with the Secretary of State  of
         Delaware on June 1, 1983, incorporated  herein
         by  reference to Exhibit 3.1 to the  Company's
         Registration Statement on Form S-1, as amended
         (Registration File No. 2-84232) filed July 19,
         1983.

4.1(b)   Amendment    to   Restated   Certificate    of     
         Incorporation  of the Company filed  with  the
         Secretary  of  State of Delaware  on  May  11,
         1987,  incorporated  herein  by  reference  to
         Exhibit  3(a)(2)  to the Company's  Report  on
         Form 10-K for the year ended July 31, 1987.

4.1(c)   Certificate  of  Designation, Preferences  and     
         Rights   of   Series  A  Junior  Participating     
         Preferred Stock of the Company filed with  the
         Secretary  of State of Delaware  on  July  10,
         1987,  incorporated  herein  by  reference  to
         Exhibit  (3)(a)(3) to the Company's Report  on
         Form 10-K for the year ended July 31, 1987.

4.1(d)   Amendment    to   Restated   Certificate    of      
         Incorporation  of the Company filed  with  the
         Secretary of State of Delaware on November 28,
         1989,  incorporated  herein  by  reference  to
         Exhibit  3(a)(4)  to the Company's  Report  on
         Form 10-K for the year ended July 27, 1990.
                                                            
  4.2    Amended  and Restated By-Laws of the  Company,     
         incorporated  herein by reference  to  Exhibit
         3.1  to the Company's Report on Form 10-K  for
         the year ended July 30, 1993.
                                                            
  4.3    Note  Agreement dated as of October 15,  1988,     
         between  the  Company and Bankers United  Life
         Assurance  Company and Pacific  Fidelity  Life
         Insurance  Company,  incorporated  herein   by
         reference to Exhibit 4 to the Company's Report
         on  Form  10-Q for the quarterly period  ended
         April 28, 1989.
         
  4.4    Rights  Agreement, dated as of July 30,  1996,     
         by and between the Company and Boatmen's Trust
         Company,  filed as Exhibit 1 to the  Company's
         Registration Statement on Form 8-A,  filed  on
         July  31,  1996,  and incorporated  herein  by
         reference.

  4.5    Stifel  Financial Corp. 1997  Stock  Incentive     
         Plan,  filed  as Appendix A to  the  Company's
         definitive Proxy Statement for the 1997 Annual
         Meeting  of Stockholders held April 22,  1997,
         and incorporated herein by reference.
                                                            
  4.6    Form  of  Indenture by and between the Company     
         and __________________________ relating to the
         Company's   Junior  Subordinated   Debentures,
         incorporated  herein by reference  to  Exhibit
         4.4 to the Company's Registration Statement on
         Form  S-2  (Registration File No.  333-28871),
         filed June 10, 1997.

  5.1    Opinion  of Thompson Coburn as to the legality     
         of the securities being registered.
         
 23.1    Consent of Deloitte & Touche LLP.                  
                                                            
 23.2    Consent of Coopers & Lybrand L.L.P.                
         
 23.3    Consent of Thompson Coburn (included in Exhibit 5.1).

 25.1    Power of Attorney (set forth on signature page hereto).
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1997
                                            Registration No. 333-
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                    _______________________
                            FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                    _______________________
                     STIFEL FINANCIAL CORP.
       (Exact name of registrant as specified in charter)

      DELAWARE                              43-1273600
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)        Identification Number)

   500 North Broadway
   St. Louis, Missouri                           63102
(Address of principal executive offices)      (Zip Code)
                  ___________________________
                     STIFEL FINANCIAL CORP.
                   1997 STOCK INCENTIVE PLAN
                    (Full title of the plan)
                  ___________________________
                    CHARLES R. HARTMAN, ESQ.
                 General Counsel and Secretary
                     Stifel Financial Corp.
                       500 North Broadway
                   St. Louis, Missouri  63102
            (Name and address of agent for service)
  Telephone number, including area code, of agent for service:
                         (314) 342-2000
                  ___________________________
                            Copy to:
                     ROBERT M. LAROSE, ESQ.
                        Thompson Coburn
                     One Mercantile Center
                  St. Louis,  Missouri  63101
                         (314) 552-6000

                     CALCULATION OF REGISTRATION FEE
    Title of      Amount to    Proposed       Proposed       Amount of
Securities to be     be        Maximum        Maximum      Registration
   Registered     Registered   Offering       Aggregate         Fee
                               Price Per      Offering
                               Share(2)       Price(2)
---------------- -----------   --------       ----------  ---------------
Common Stock,      600,000     $13.8125       $8,287,500     $2,512.00
$.15 par value(1)   shares                      

(1)  Includes one attached Preferred Share Purchase Right per share.
(2)  Estimated  solely for purposes of computing the Registration  Fee
pursuant  to the provisions of Section 457(h), based upon the  average
of  the  high and low price reported per share on the New  York  Stock
Exchange on October 10, 1997.

This Registration Statement shall become effective in accordance with the
provisions of Rule 464 promulgated under the Securities Act of 1933.
1
                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

    The  following documents filed by Stifel Financial Corp. (the
"Company")  with  the  Securities  and  Exchange  Commission  are
incorporated herein by reference:

       (i)   The  Company's Annual Report on Form  10-K  for  the
       year ended December 31, 1996.

       (ii) The Company's Quarterly Reports on Form 10-Q for  the
       quarters ended March 31, 1997 and June 30, 1997.

       (iii)      The Company's Current Reports on Form 8-K dated
       July 2, 1997 and August 27, 1997.

       (iv)   The  description  of  the  Company's  Common  Stock
       contained in the Company's Registration Statement on  Form
       8-A, filed on April 29, 1987.

       (iii)      The  description  of  the  Company's  Preferred
       Stock   Purchase   Rights  contained  in   the   Company's
       Registration  Statement on Form 8-A,  filed  on  July  31,
       1996.

       All   documents   filed  by  the   Company   pursuant   to
Sections  13(a), 13(c), 14 and 15(d) of the 1934 Act,  after  the
date of this Registration Statement and prior to the filing of  a
post-effective  amendment  which indicates  that  all  securities
offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
in  this Registration Statement and to be made a part hereof from
the  date  of filing of such documents.  Any statements contained
herein or in a document incorporated herein by reference shall be
deemed  to  be  modified  or  superseded  for  purposes  of  this
Registration  Statement to the extent that a statement  contained
in a subsequently filed document incorporated herein by reference
modifies  or supersedes such document.  Any statement so modified
or  superseded  shall not be deemed, except  as  so  modified  or
superseded, to constitute a part of the Registration Statement.

Item 6.  Indemnification of Directors and Officers.

      The  following is a summary of Section 145 of  the  General
Corporation Law of the State of Delaware (the "DGCL").

     Subject to restrictions contained in the DGCL, a corporation
may  indemnify any person, who was or is a party or is threatened
to  be  made  a  party  to any threatened, pending  or  completed
action,  suit or proceeding by reason of the fact that he  is  or
was a director, officer, employee or agent of the corporation, or
is  or  was  serving  at  the request of  the  corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other enterprise,  against
expenses  (including  attorney's  fees),  judgments,  fines   and
amounts  paid in settlement actually and reasonably  incurred  in
connection therewith if such person acted in good faith and in  a
manner such person reasonably believed to be in or not opposed to
the  best  interests of the corporation, and, in connection  with
any  criminal action or proceedings, had no reasonable  cause  to
believe that such person's conduct was unlawful.  A person who is
successful  on  the  merits or otherwise in any  suit  or  matter
covered by the indemnification statute, shall be indemnified  and
indemnification is otherwise authorized upon a determination that
the  person to be indemnified has met the applicable standard  of
conduct required.  Such determination shall be made by a majority
vote  of  the  board of directors who were not  parties  to  such
action, suit or proceeding, even though less than a quorum, or if
there  are no such directors, or if such directors so direct,  by
special  independent  counsel in a written  opinion,  or  by  the
stockholders.   Expenses  incurred in  defense  may  be  paid  in
advance  upon receipt by the corporation of a written undertaking
by  or  on behalf of the recipient to repay such amount if it  is
ultimately  determined  that the recipient  is  not  entitled  to
indemnification under the statute.  The indemnification  provided
by  statute  is  entitled under any by-law,  agreement,  vote  of
stockholders or disinterested directors or otherwise,  and  shall
inure  to  the benefit of the heirs, executors and administrators
of  such  person.  Insurance may be purchased on  behalf  of  any
person entitled to indemnification by the corporation against any
liability asserted against him or her and incurred in an official
capacity  regardless of whether the person could  be  indemnified
under  the  statute.  References to the corporation  include  all
constituent corporations absorbed in a consolidation or merger as
well   as   the   resulting  corporation,  and   anyone   seeking
indemnification  by  virtue of acting in  some  capacity  with  a
constituent  corporation would stand in the same position  as  if
such person had served the resulting or surviving corporation  in
the same capacity.

      The  By-Laws of the Company provide for indemnification  of
directors  and  officers of the Company  to  the  maximum  extent
permitted by the DGCL.

      The directors and officers of the Company are insured under
a policy of directors' and officers' liability insurance.

      The  Board  of  Directors has entered into  Indemnification
Agreements  with  certain  members of  its  Board  of  Directors.
Pursuant to these Indemnification Agreements, the Company  agrees
to  hold  harmless  each  director,  and  his  respective  heirs,
successors and estate, generally to the full extent permitted  by
the  Delaware General Corporation Law, as it may be amended  from
time  to  time,  and specifically against any and  all  expenses,
judgments,  fines  and  amounts paid in settlement  actually  and
reasonably  incurred  by  a director, his  heirs,  successors  or
estate,  in connection with certain pending or completed actions,
suits   or  proceedings,  to  which  the  director,  his   heirs,
successors  or estate are or were a party, or were threatened  to
be  made  a  party.  Indemnification will not be  provided  under
certain   circumstances   enumerated   in   the   Indemnification
Agreement.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons   controlling  the  Company  pursuant  to  the  foregoing
provisions, the Company has been informed that in the opinion  of
the  Securities  and Exchange Commission such indemnification  is
against  public policy as expressed in such Act and is  therefore
unenforceable.

Item 8.  Exhibits.

     See Exhibit Index on page 6 hereof:

Item 9.  Undertakings.

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers and sales
     are   being  made,  a  post-effective  amendment   to   this
     registration statement:

                  (i)     To  include any prospectus required  by
         Section 10(a)(3) of the Securities Act of 1933;

                 (ii)   To reflect in the prospectus any facts or
         events   arising  after  the  effective  date   of   the
         registration    statement   (or    the    most    recent
         post-effective  amendment thereof), which,  individually
         or  in the aggregate, represent a fundamental change  in
         the information set forth in the registration statement;

                  (iii)  To include any material information with
         respect   to   the  plan  of  distribution    previously
         disclosed in the registration statement or any  material
         change   to   such   information  in  the   registration
         statement;

Provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do
not  apply if the registration statement is on Form S-3  or  Form
S-8,   and  the  information  required  to  be  included   in   a
post-effective  amendment  by those paragraphs  is  contained  in
periodic  reports filed by the registrant pursuant to Section  13
or  Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability
     under  the  Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of  such securities at that time shall be deemed to  be  the
     initial bona fide offering thereof.

           (3)  To  remove  from  registration  by  means  of   a
     post-effective   amendment  any  of  the  securities   being
     registered  which  remain unsold at the termination  of  the
     offering.

      (b) The undersigned registrant hereby undertakes that,  for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under
the  Securities  Act  of  1933  may be  permitted  to  directors,
officers  and controlling persons of the registrant  pursuant  to
the  foregoing provisions, or otherwise, the registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.
SIGNATURES

      The  Registrant.   Pursuant  to  the  requirements  of  the
Securities  Act  of 1933, the registrant certifies  that  it  has
reasonable  grounds  to  believe  that  it  meets  all   of   the
requirements  for  filing on Form S-8 and has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of St. Louis,
State of Missouri, on October 2, 1997.

                              STIFEL FINANCIAL CORP.

                              By /s/ Ronald J. Kruszewski
                                 Ronald J. Kruszewski
                                 President and Chief Executive Officer

                       POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes
and appoints Charles R. Hartman, his true and lawful attorney-in-
fact  and agent for him and on his behalf and in his name,  place
and  stead,  in  any  and all capacities  to  sign  any  and  all
amendments   (including  post-effective   amendments)   to   this
Registration  Statement on Form S-8 with respect  to  the  Stifel
Financial Corp. 1997 Stock Incentive Plan, and to file the  same,
with  exhibits and any and all other documents filed with respect
thereto,  with  the  Securities and Exchange Commission  (or  any
other  governmental or regulatory authority), granting unto  said
attorneys, and each of them, full power and authority to  do  and
to  perform each and every act and thing requisite and  necessary
to  be done in and about the premises in order to effectuate  the
same as fully to all intents and purposes as he himself might  or
could  do  if personally present, hereby ratifying and confirming
all  that said attorneys-in-fact and agents, or any of them,  may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the date indicated.

           Signature              Title                       Date
--------------------------   ---------------------       ---------------
/s/ George H. Walker, III    Chairman of the Board       October 2, 1997
George H. Walker, III

/s/ Ronald J. Kruszewski     President and Chief         October 2, 1997
Ronald J. Kruszewski           Executive Officer

/s/ Stephen J. Bushmann      Chief Financial             October 2, 1997
Stephen J. Bushmann          Officer and Vice President

/s/ Bruce A. Beda            Director                    October 2, 1997
Bruce A. Beda

/s/ Belle A. Cori            Director                    October 2, 1997
Belle A. Cori

/s/ Charles A. Dill          Director                    October 2, 1997
Charles A. Dill

/s/ Richard F. Ford          Director                    October 2, 1997
Richard F. Ford

/s/ Stuart I. Greenbaum      Director                    October 2, 1997
Stuart I. Greenbaum

/s/ John J. Goebel           Director                    October 2, 1997
John J. Goebel

/s/ Robert E. Lefton         Director                    October 2, 1997
Robert E. Lefton

/s/ James M. Oates           Director                    October 2, 1997
James M. Oates
EXHIBIT INDEX

Exhibit                                                     Page
No.

4.1(a)   Restated Certificate of Incorporation  of  the     
         Company  filed with the Secretary of State  of
         Delaware on June 1, 1983, incorporated  herein
         by  reference to Exhibit 3.1 to the  Company's
         Registration Statement on Form S-1, as amended
         (Registration File No. 2-84232) filed July 19,
         1983.

4.1(b)   Amendment    to   Restated   Certificate    of     
         Incorporation  of the Company filed  with  the
         Secretary  of  State of Delaware  on  May  11,
         1987,  incorporated  herein  by  reference  to
         Exhibit  3(a)(2)  to the Company's  Report  on
         Form 10-K for the year ended July 31, 1987.

4.1(c)   Certificate  of  Designation, Preferences  and     
         Rights   of   Series  A  Junior  Participating     
         Preferred Stock of the Company filed with  the
         Secretary  of State of Delaware  on  July  10,
         1987,  incorporated  herein  by  reference  to
         Exhibit  (3)(a)(3) to the Company's Report  on
         Form 10-K for the year ended July 31, 1987.

4.1(d)   Amendment    to   Restated   Certificate    of      
         Incorporation  of the Company filed  with  the
         Secretary of State of Delaware on November 28,
         1989,  incorporated  herein  by  reference  to
         Exhibit  3(a)(4)  to the Company's  Report  on
         Form 10-K for the year ended July 27, 1990.
                                                            
  4.2    Amended  and Restated By-Laws of the  Company,     
         incorporated  herein by reference  to  Exhibit
         3.1  to the Company's Report on Form 10-K  for
         the year ended July 30, 1993.
                                                            
  4.3    Note  Agreement dated as of October 15,  1988,     
         between  the  Company and Bankers United  Life
         Assurance  Company and Pacific  Fidelity  Life
         Insurance  Company,  incorporated  herein   by
         reference to Exhibit 4 to the Company's Report
         on  Form  10-Q for the quarterly period  ended
         April 28, 1989.
         
  4.4    Rights  Agreement, dated as of July 30,  1996,     
         by and between the Company and Boatmen's Trust
         Company,  filed as Exhibit 1 to the  Company's
         Registration Statement on Form 8-A,  filed  on
         July  31,  1996,  and incorporated  herein  by
         reference.

  4.5    Stifel  Financial Corp. 1997  Stock  Incentive     
         Plan,  filed  as Appendix A to  the  Company's
         definitive Proxy Statement for the 1997 Annual
         Meeting  of Stockholders held April 22,  1997,
         and incorporated herein by reference.
                                                            
  4.6    Form  of  Indenture by and between the Company     
         and __________________________ relating to the
         Company's   Junior  Subordinated   Debentures,
         incorporated  herein by reference  to  Exhibit
         4.4 to the Company's Registration Statement on
         Form  S-2  (Registration File No.  333-28871),
         filed June 10, 1997.

  5.1    Opinion  of Thompson Coburn as to the legality     
         of the securities being registered.
         
 23.1    Consent of Deloitte & Touche LLP.                  
                                                            
 23.2    Consent of Coopers & Lybrand L.L.P.                
         
 23.3    Consent of Thompson Coburn (included in Exhibit 5.1).

 25.1    Power of Attorney (set forth on signature page hereto).