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):  August 27, 1997
                                
                                
                                
                                
                     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)

 
                     STIFEL FINANCIAL CORP.
                            FORM 8-K
                         August 27, 1997

Item 5. Other Event

     Stifel  Financial Corp. (the "Registrant")  has  outstanding
$10,000,000   aggregate  principal  amount   of   11.25%   Senior
Convertible  Notes (the "Notes") due September 1,  1997,  through
September  1,  2000,  in equal installments to  AEGON  USA,  Inc.
("AEGON").   The  notes  are  convertible  into  shares  of   the
Registrant's  $0.15 par value common stock at any time  prior  to
maturity,  unless previously redeemed, at a conversion  price  of
$7.0536 per share.
     
     On  August  27,  1997, the Registrant received  notice  that
AEGON  has  elected to exercise the conversion privilege  of  the
Note  Agreement on the current portion ($2,500,000) into  354,424
shares.  The Registrant's outstanding shares after the conversion
will approximate 5,046,502 shares.  AEGON will hold approximately
7.02% of total outstanding shares after the conversion.
     
     
     
     
     
     
     
                                
                                
                            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: September 11, 1997          By:   /s/  Stephen J. Bushmann
                                  Name:     Stephen J. Bushmann
                                  Title:    Chief Financial Officer