S-8 POS

As Filed With The Securities And Exchange Commission On May 30, 2003

Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

AMENDMENT NO. 1
TO
FORM S-8

Registration Statement
Under
The Securities Act of 1933

______________________

STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	43-1273600 (I.R.S. Employer Identification Number)
501 North Broadway St. Louis, Missouri (Address of principal executive offices)	63102 (Zip Code)

______________________

STIFEL, NICOLAUS & COMPANY, INCORPORATED
WEALTH ACCUMULATION PLAN

THOMAS A. PRINCE, ESQ.
General Counsel
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

______________________

Copy to:
ROBERT M. LAROSE, ESQ.
Thompson Coburn LLP
One Firstar Plaza
St. Louis, Missouri 63101
(314) 552-6000

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(2)	Proposed Maximum Offering Price Per Share(3)	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee
Common Stock, $0.15 par value (1)	710,000 shares	$12.42	$8,818,200	$713.39

(1) Includes one attached Preferred Share Purchase Right per share.

(2) Includes an indeterminate amount of plan interests pursuant to Rule 416(c).

(3) Estimated solely for purposes of computing the Registration Fee pursuant to the provisions of Rule 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 May 22, 2003.

______________________

STIFEL, NICOLAUS & COMPANY, INCORPORATED
WEALTH ACCUMULATION PLAN

EXPLANATORY NOTE

This Amendment No. 1 to Registration Statement on Form S-8 is being filed by Stifel Financial Corp. in connection with the registration of an additional 710,000 shares of common stock, $0.15 par value per share, and attached Preferred Share Purchase Rights to be issued pursuant to the Stifel, Nicolaus & Company, Incorporated Wealth Accumulation Plan. The contents of the Registration Statement on Form S-8 (Reg. No. 333-60506) filed by Stifel Financial Corp. with the Securities and Exchange Commission on May 9, 2001, are incorporated herein by reference.

Item 8. Exhibits.

See Exhibit Index located at page 5 hereof.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment No. 1 to Registration Statement (File No. 333-60506) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on May 30, 2003.

STIFEL FINANCIAL CORP.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
_____________*_____________ George H. Walker, III	Chairman Emeritus	May 30, 2003
_____________*_____________ Ronald J. Kruszewski Principal Executive Officer	Chairman, President and Chief Executive Officer	May 30, 2003
_____________*_____________ James M. Zemlyak Principal Financial Officer and Principal Accounting Officer	Senior Vice President, Chief Financial Officer and Treasurer	May 30, 2003
__________________________ Robert J. Baer	Director	May 30, 2003
_____________*_____________ Bruce A. Beda	Director	May  28, 2003
_____________*_____________ Charles A. Dill	Director	May  28, 2003
_____________*_____________ Richard F. Ford	Director	May  28, 2003
_____________*_____________ Walter F. Imhoff	Director	May 30, 2003
_____________*_____________ Robert E. Lefton	Director	May 30, 2003
_____________*_____________ Scott B. McCuaig	Director	May 30, 2003
_____________*_____________ James M. Oates	Director	May 30, 2003

*By /s/ Thomas A. Prince
Thomas A. Prince
Attorney-in-fact

Thomas A. Prince, by signing his name hereto, does sign this document on behalf of the individuals named above, pursuant to a power of attorney duly executed by such individuals, previously filed as Exhibit 24.1 to the Registration Statement on Form S-8 filed on May 9, 2001.

The Plan. Pursuant to the requirements of the Securities Act of 1933, the administrator of the Plan has duly caused this Amendment No. 1 to Registration Statement (File No. 333-60506) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on May 30, 2003.

STIFEL, NICOLAUS & COMPANY, INCORPORATED WEALTH ACCUMULATION PLAN

By: /s/ Ronald J. Kruszewski

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.**

________________

* Filed herewith

** Previously filed

EX-5.1

[Tompson Coburn LLP letterhead]

May 30, 2003

Stifel Financial Corp.
501 North Broadway
St. Louis, Missouri 63102

Re: Registration Statement on Form S-8 - 710,000 shares of Stifel Financial Corp.
Common Stock, $0.15 par value, and attached Preferred Share Purchase Rights

Ladies and Gentlemen:

With reference to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Stifel Financial Corp., a Delaware corporation (the "Company"), on May 30, 2003, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to the proposed issuance by the Company of up to 710,000 shares of the Company's common stock, $0.15 par value, and attached Preferred Share Purchase Rights (collectively, the "Shares"), pursuant to the Stifel, Nicolaus & Company, Incorporated Wealth Accumulation Plan (the "Plan"), we have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Restated Certificate of Incorporation, as amended, Amended and Restated By-Laws and statements we have received from officers and representatives of the Company. In delivering this opinion, we have assumed the genuineness of all signature s, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, the authenticity of originals of all such latter documents and the correctness of statements submitted to us by officers and representatives of the Company.

Based solely on the foregoing, we are of the opinion that:

1. The Company is duly incorporated and is validly existing under the laws of the State of Delaware; and

2. The Shares to be issued by the Company pursuant to the Plan have been duly authorized and, when issued by the Company in accordance with the Plan, will be duly and validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement. We further consent to the filing of copies of this opinion with agencies of such states and other jurisdictions as you deem necessary in the course of complying with the laws of the states and jurisdictions regarding the sale and issuance of the Shares in accordance with the Registration Statement.

Very truly yours,
/s/ Thompson Coburn LLP

EX-23.1

[Deloitte & Touche LLP Letterhead]

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-60506 of the Stifel, Nicolaus & Company Wealth Accumulation Plan on Form S-8 of our report dated February 28, 2003, appearing in the Annual Report on Form 10-K of Stifel Financial Corp. for the year ended December 31, 2002.

/s/ Deloitte & Touche LLP

St. Louis, Missouri
May 29, 2003