As Filed With The Securities And Exchange Commission On August 6, 1999
                                            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)

      501 North Broadway
      St. Louis, Missouri                              63102
(Address of principal executive                     (Zip Code)
           offices)
                        ______________________
              STIFEL FINANCIAL CORP. AMENDED AND RESTATED
                       1997 INCENTIVE STOCK PLAN

                       CHARLES R. HARTMAN, ESQ.
                     General Counsel and Secretary
                        Stifel Financial Corp.
                          501 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
                        ______________________
<PAGE>2
                               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        be           Maximum         Maximum        Registration
     to be        Registered      Offering       Aggregate          Fee (3)
   Registered                     Price Per      Offering
                                  Share(2)       Price(2)
--------------------------------------------------------------------------------
   Common        1,100,000      $ 9.53125      $10,484,375       $   2,915
  Stock, $.15      shares
  par value(1)
--------------------------------------------------------------------------------
(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 sale prices of common stock, $0.15  par
    value,  of the Registrant as reported on the New York Stock Exchange
    on August 3, 1999.
(3) The  Registrant  previously paid $2,512.00 on October  14,  1997  in
    connection with the Registant's Registration Statement on  Form  S-8
    (File  No.  333-37805) to register 661,500 shares  (as  adjusted  to
    reflect  the 5% stock dividend declared by the Company  on  each  of
    January  20,  1998 and January 27, 1999) of Stifel  Financial  Corp.
    common  stock  to  be issued pursuant to the Stifel Financial  Corp.
    1997  Incentive Stock Plan (the "Plan").  This filing is  solely  to
    register  1,100,000 additional shares which may be  issued  pursuant
    to the Plan, as amended.
                             ______________________

This  Registration Statement shall become effective in accordance  with
the  provisions  of  Rule 464 promulgated under the Securities  Act  of
1933.
<PAGE>3
      The  undersigned Registrant hereby files this  Registration
Statement on Form S-8 (the "Registration Statement") to  register
an  additional  1,100,000 shares of Stifel Financial  Corp.  (the
"Company")  common stock, $0.15 par value (the  "Common  Stock"),
and  attached  Preferred Share Purchase Rights, for  issuance  to
participants  under  the  Stifel  Financial  Corp.  Amended   and
Restated  1997  Incentive Stock Plan (the "Plan").   The  Company
previously paid $2,512.00 on October 14, 1997 in connection  with
its  Registration Statement on Form S-8 (File No.  333-37805)  to
register  661,500  shares (as adjusted to reflect  the  5%  stock
dividend declared by the Company on each of January 20, 1998  and
January  27, 1999) of Common Stock to be issued pursuant  to  the
Stifel Financial Corp. 1997 Incentive Stock Plan.  This filing is
solely to register additional shares which may be issued pursuant
to the Plan, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

      The  following  documents filed by  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, 1998;

     (ii)  The  Company's Quarterly Report on Form 10-Q  for  the
           quarter ended March 31, 1999;

     (iii) The description of the Company's Common Stock
           contained  in  the Company's Registration Statement  on
           Form 8-A, filed on April 29, 1987, and any amendment or
           report   filed  for  the  purposes  of  updating   such
           description; and

     (iv)  The description of the Company's Preferred  Stock
           Purchase Rights contained in the Company's Registration
           Statement on Form 8-A, filed on July 30, 1996, and  any
           amendment or report filed for the purposes of  updating
           such description.

      Such  incorporation by reference shall  not  be  deemed  to
incorporate   by  reference  the  information  referred   to   in
Item 402(a)(8) of Regulation S-K.
<PAGE>4
       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.

      Where  any  document  or part thereof  is  incorporated  by
reference  in  this  Registration  Statement,  the  Company  will
provide  without charge to each person to whom a Prospectus  with
respect to the Plan is delivered, upon written or oral request of
such   person,  a  copy  of  any  and  all  of  the   information
incorporated   by  reference  in  this  Registration   Statement,
excluding   exhibits  unless  such  exhibits   are   specifically
incorporated by reference.

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").
<PAGE>5
     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 the  person
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 proceeding, had no
reasonable cause to believe the 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 of
any  action,  suit  or  proceeding 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
not  exclusive  of any other rights to which such person  may  be
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 provides 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.
<PAGE>6
      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   DGCL,  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 Agreements.

     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 the Securities Act of  1933
and is therefore unenforceable.

Item 8.  Exhibits.

     See Exhibit Index on page 8 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, Form S-8
or  Form  F-3, and the information required to be included  in  a
post-effective  amendment  by those paragraphs  is  contained  in
periodic reports filed with or furnished to the Commission 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.
<PAGE>7
          (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>8

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 April 28, 1999.

                              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, Esq. and Ronald J.  Kruszewski,
and each of them, the undersigned's true and lawful attorneys-in-
fact   and   agents,   with  full  power  of   substitution   and
resubstitution,  for  the undersigned and  in  the  undersigned's
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. Amended and Restated 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-in-fact and agents,  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
ratifying  and  confirming  all that said  attorneys-in-fact  and
agents,  or  any of them, or their substitute or substitutes  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          April 28, 1999
   ---------------------------
   George H. Walker,III

/S/Ronald J. Kruszewski            President, Chief Executive     April 28, 1999
   ---------------------------       Officer and Director
   Ronald J. Kruszewski
   Principal Executive Officer


/S/James M. Zemlyak                Chief Financial Officer        April 28, 1999
   ---------------------------
   James M. Zemlyak
   Principal Financial Officer
   and Principal Accounting
   Officer


/S/Bruce A. Beda                          Director                April 28, 1999
   ---------------------------
   Bruce A. Beda


/S/Charles A. Dill                        Director                April 28, 1999
   ---------------------------
   Charles A. Dill


/S/Richard F. Ford                        Director                April 28, 1999
   ---------------------------
   Richard F. Ford


/S/Stuart I. Greenbaum                    Director                April 28, 1999
   ---------------------------
   Stuart I. Greenbaum


/S/John J. Goebel                         Director                April 28, 1999
   ---------------------------
   John J. Goebel


/S/Robert E. Lefton                       Director                April 28, 1999
   ---------------------------
   Robert E. Lefton


/S/James M. Oates                         Director                April 28, 1999
   ---------------------------
   James M. Oates






EXHIBIT INDEX

Exhibit
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 Annual Report on  Form
         10-K(File No. 1-9305) for the fiscal 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   Annual
         Report  on Form 10-K (File No. 1-9305) for  the
         fiscal 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 Annual  Report
         on  Form 10-K (File No. 1-9305) for the  fiscal
         year ended July 27, 1990.

4.2      Amended and restated  by-laws  of  the Company,
         incorporated  herein by reference to  Exhibit 3
         (b)(1) to the Company's Annual  Report  on Form
         10-K(File No. 1-9305) for the fiscal year ended
         July 30, 1993.

4.3      Preferred Stock Purchase Rights of the Company,
         incorporated   herein  by  reference   to   the
         Company's  Registration Statement on  Form  8-A
         filed July 30, 1996.

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 Thompson Coburn (included in Exhibit
         5.1).

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

99.1     Stifel  Financial  Corp. Amended  and  Restated
         1997  Incentive Stock Plan, incorporated herein
         by  reference  to  Annex  A  to  the  Company's
         definitive Proxy Statement filed on  March  26,
         1999.
[{"type": "S-8", "sequence": "1", "description": "AMENDED AND RESTATED 1997 INCENTIVE STOCK PLAN", "secsgml_size_bytes": 22525}]
{"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": "S-8", "act": "33", "file-number": "333-84717", "film-number": "99679978"}, "business-address": {"street1": "ONE FINANCIAL PLAZA", "street2": "501 N BROADWAY", "city": "ST. LOUIS", "state": "MO", "zip": "63102-2102", "phone": "3143422000"}, "mail-address": {"street1": "ONE FINANCIAL PLAZA", "street2": "501 N BROADWAY", "city": "ST. LOUIS", "state": "MO", "zip": "63102-2102"}}
As Filed With The Securities And Exchange Commission On August 6, 1999
                                            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)

      501 North Broadway
      St. Louis, Missouri                              63102
(Address of principal executive                     (Zip Code)
           offices)
                        ______________________
              STIFEL FINANCIAL CORP. AMENDED AND RESTATED
                       1997 INCENTIVE STOCK PLAN

                       CHARLES R. HARTMAN, ESQ.
                     General Counsel and Secretary
                        Stifel Financial Corp.
                          501 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
                        ______________________
2
                               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        be           Maximum         Maximum        Registration
     to be        Registered      Offering       Aggregate          Fee (3)
   Registered                     Price Per      Offering
                                  Share(2)       Price(2)
--------------------------------------------------------------------------------
   Common        1,100,000      $ 9.53125      $10,484,375       $   2,915
  Stock, $.15      shares
  par value(1)
--------------------------------------------------------------------------------
(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 sale prices of common stock, $0.15  par
    value,  of the Registrant as reported on the New York Stock Exchange
    on August 3, 1999.
(3) The  Registrant  previously paid $2,512.00 on October  14,  1997  in
    connection with the Registant's Registration Statement on  Form  S-8
    (File  No.  333-37805) to register 661,500 shares  (as  adjusted  to
    reflect  the 5% stock dividend declared by the Company  on  each  of
    January  20,  1998 and January 27, 1999) of Stifel  Financial  Corp.
    common  stock  to  be issued pursuant to the Stifel Financial  Corp.
    1997  Incentive Stock Plan (the "Plan").  This filing is  solely  to
    register  1,100,000 additional shares which may be  issued  pursuant
    to the Plan, as amended.
                             ______________________

This  Registration Statement shall become effective in accordance  with
the  provisions  of  Rule 464 promulgated under the Securities  Act  of
1933.
3
      The  undersigned Registrant hereby files this  Registration
Statement on Form S-8 (the "Registration Statement") to  register
an  additional  1,100,000 shares of Stifel Financial  Corp.  (the
"Company")  common stock, $0.15 par value (the  "Common  Stock"),
and  attached  Preferred Share Purchase Rights, for  issuance  to
participants  under  the  Stifel  Financial  Corp.  Amended   and
Restated  1997  Incentive Stock Plan (the "Plan").   The  Company
previously paid $2,512.00 on October 14, 1997 in connection  with
its  Registration Statement on Form S-8 (File No.  333-37805)  to
register  661,500  shares (as adjusted to reflect  the  5%  stock
dividend declared by the Company on each of January 20, 1998  and
January  27, 1999) of Common Stock to be issued pursuant  to  the
Stifel Financial Corp. 1997 Incentive Stock Plan.  This filing is
solely to register additional shares which may be issued pursuant
to the Plan, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

      The  following  documents filed by  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, 1998;

     (ii)  The  Company's Quarterly Report on Form 10-Q  for  the
           quarter ended March 31, 1999;

     (iii) The description of the Company's Common Stock
           contained  in  the Company's Registration Statement  on
           Form 8-A, filed on April 29, 1987, and any amendment or
           report   filed  for  the  purposes  of  updating   such
           description; and

     (iv)  The description of the Company's Preferred  Stock
           Purchase Rights contained in the Company's Registration
           Statement on Form 8-A, filed on July 30, 1996, and  any
           amendment or report filed for the purposes of  updating
           such description.

      Such  incorporation by reference shall  not  be  deemed  to
incorporate   by  reference  the  information  referred   to   in
Item 402(a)(8) of Regulation S-K.
4
       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.

      Where  any  document  or part thereof  is  incorporated  by
reference  in  this  Registration  Statement,  the  Company  will
provide  without charge to each person to whom a Prospectus  with
respect to the Plan is delivered, upon written or oral request of
such   person,  a  copy  of  any  and  all  of  the   information
incorporated   by  reference  in  this  Registration   Statement,
excluding   exhibits  unless  such  exhibits   are   specifically
incorporated by reference.

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").
5
     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 the  person
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 proceeding, had no
reasonable cause to believe the 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 of
any  action,  suit  or  proceeding 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
not  exclusive  of any other rights to which such person  may  be
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 provides 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.
6
      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   DGCL,  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 Agreements.

     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 the Securities Act of  1933
and is therefore unenforceable.

Item 8.  Exhibits.

     See Exhibit Index on page 8 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, Form S-8
or  Form  F-3, and the information required to be included  in  a
post-effective  amendment  by those paragraphs  is  contained  in
periodic reports filed with or furnished to the Commission 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.
7
          (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.
8

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 April 28, 1999.

                              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, Esq. and Ronald J.  Kruszewski,
and each of them, the undersigned's true and lawful attorneys-in-
fact   and   agents,   with  full  power  of   substitution   and
resubstitution,  for  the undersigned and  in  the  undersigned's
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. Amended and Restated 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-in-fact and agents,  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
ratifying  and  confirming  all that said  attorneys-in-fact  and
agents,  or  any of them, or their substitute or substitutes  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          April 28, 1999
   ---------------------------
   George H. Walker,III

/S/Ronald J. Kruszewski            President, Chief Executive     April 28, 1999
   ---------------------------       Officer and Director
   Ronald J. Kruszewski
   Principal Executive Officer

/S/James M. Zemlyak                Chief Financial Officer        April 28, 1999
   ---------------------------
   James M. Zemlyak
   Principal Financial Officer
   and Principal Accounting
   Officer

/S/Bruce A. Beda                          Director                April 28, 1999
   ---------------------------
   Bruce A. Beda

/S/Charles A. Dill                        Director                April 28, 1999
   ---------------------------
   Charles A. Dill

/S/Richard F. Ford                        Director                April 28, 1999
   ---------------------------
   Richard F. Ford

/S/Stuart I. Greenbaum                    Director                April 28, 1999
   ---------------------------
   Stuart I. Greenbaum

/S/John J. Goebel                         Director                April 28, 1999
   ---------------------------
   John J. Goebel

/S/Robert E. Lefton                       Director                April 28, 1999
   ---------------------------
   Robert E. Lefton

/S/James M. Oates                         Director                April 28, 1999
   ---------------------------
   James M. Oates

EXHIBIT INDEX

Exhibit
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 Annual Report on  Form
         10-K(File No. 1-9305) for the fiscal 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   Annual
         Report  on Form 10-K (File No. 1-9305) for  the
         fiscal 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 Annual  Report
         on  Form 10-K (File No. 1-9305) for the  fiscal
         year ended July 27, 1990.

4.2      Amended and restated  by-laws  of  the Company,
         incorporated  herein by reference to  Exhibit 3
         (b)(1) to the Company's Annual  Report  on Form
         10-K(File No. 1-9305) for the fiscal year ended
         July 30, 1993.

4.3      Preferred Stock Purchase Rights of the Company,
         incorporated   herein  by  reference   to   the
         Company's  Registration Statement on  Form  8-A
         filed July 30, 1996.

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 Thompson Coburn (included in Exhibit
         5.1).

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

99.1     Stifel  Financial  Corp. Amended  and  Restated
         1997  Incentive Stock Plan, incorporated herein
         by  reference  to  Annex  A  to  the  Company's
         definitive Proxy Statement filed on  March  26,
         1999.