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

                                    FORM 10-K

               [X] Annual Report Pursuant to Section 13 or 15(d)
                   of the Securities and Exchange Act of 1934

                  For the fiscal year ended September 30, 1997

                                       or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                           Commission File No. 1-7421


                          PIPER JAFFRAY COMPANIES INC.
             (Exact name of Registrant as specified in its charter)


Delaware                                                              41-1233380
(State of incorporation)                       (IRS Employer Identification No.)


Piper Jaffray Tower,    222 South Ninth Street,   Minneapolis, Minnesota   55402
(Address of principal executive offices)                              (Zip Code)

       Registrant's telephone number, including area code: (612) 342-6000

           Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered

Common Stock, par value $1.00 per share                  New York Stock Exchange
                                                          Chicago Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X] 

As of  November  28,  1997,  19,130,009  shares of common  stock were issued and
outstanding,  and the aggregate  market value of the shares of common stock held
by non-affiliates was approximately  $304,249,000  (based upon the closing price
on the New York Stock Exchange).




<PAGE>


DOCUMENTS INCORPORATED BY REFERENCE

              Item                                  Document of Reference
PART II

Item 5. Market for Registrant's Common         "Market Prices and Dividends Per
        Equity and Related Shareholder         Share" from the Annual Report to
        Matters                                Shareholders for the fiscal year
                                               ended September 30, 1997 (the
                                               "1997 Annual Report")included as
                                               Exhibit 13 filed herein

Item 6. Selected Financial Data                "Financial Summary" from the 1997
                                               Annual Report

Item 7. Management's Discussion and            "Management's Financial
        Analysis of Financial Condition        Discussion" from the 1997
        and Results of Operation               Annual Report

Item 8. Financial Statements and               "Consolidated Financial
        Supplementary Data                     Statements" and "Summary of 
                                               Quarterly Results" from the 1997 
                                               Annual Report

PART IV

Item 14.(a):

1.  Consolidated Financial Statements          "Consolidated Financial
                                               Statements" from the 1997 Annual
                                               Report

2.  Financial Statement Schedules              "Summary of Quarterly Results"
    Selected Quarterly Financial Data          from the 1997 Annual Report


<PAGE>


PART I

Item 1. Business

Piper Jaffray  Companies  Inc. (the  "Company"),  a Delaware  corporation,  is a
holding company which offers individual investor, investment banking, investment
management and trust services through its wholly owned subsidiaries. The Company
is not engaged in any  business  activities  other than  certain  investing  and
administrative functions.

The  Company's  primary  wholly owned  subsidiaries  include  Piper Jaffray Inc.
(Piper  Jaffray),  its  broker/dealer   subsidiary;   Piper  Capital  Management
Incorporated  (Piper  Capital),  an asset  management  firm; Piper Trust Company
(Piper Trust) which provides trust  services to  individuals  and  institutions;
Piper Jaffray Ventures Inc. (Piper Jaffray  Ventures),  a private equity venture
capital  firm;  Premier   Acceptance   Corporation   (Premier),   an  issuer  of
mortgage-backed bonds, and other immaterial subsidiaries.

On Dec. 15, 1997, the Company and U.S.  Bancorp  announced that they had entered
into an Agreement  and Plan of Merger,  dated as of December 14, 1997.  The $730
million cash  transaction,  $37.25 per share, is expected to close in the second
calendar quarter of 1998, subject to regulatory and shareholder approval.

Piper Jaffray Inc.

Piper Jaffray is a Delaware corporation  organized in 1969 as the successor to a
business  established in 1895. Piper Jaffray is a securities  broker/dealer  and
investment banking firm. As such, it effects transactions in listed and unlisted
securities   and  options   contracts,   underwrites   corporate  and  municipal
securities,  and sells mutual fund shares, U.S. government  securities and other
financial products and services.

Piper  Jaffray  is a  member  of the New York  Stock  Exchange,  American  Stock
Exchange,  Chicago Stock Exchange,  National  Association of Securities Dealers,
National  Futures  Association,  Cincinnati  Stock  Exchange,  and the New  York
Futures Exchange.

As of September 30, 1997 Piper Jaffray had 89 retail sales offices in 17 states.
Piper Jaffray is licensed as a broker/dealer in all states and Washington D.C.

Piper Capital Management Incorporated

Piper  Capital,  a  Delaware  corporation,  was  incorporated  in 1983 and is an
investment adviser  registered under the Investment  Advisers Act of 1940. Piper
Capital furnishes  investment  advice to various clients,  including pension and
profit sharing funds,  corporations and  individuals.  Piper Capital is also the
investment adviser to 16 closed-end funds, and the Piper Funds Inc. series of 16
open-end  funds.  As of September 30, 1997,  Piper  Capital's total assets under
management were approximately $12.8 billion.

Piper Trust Company

Piper  Trust,  chartered  in  Minnesota  in 1989,  provides  trust  services  to
individuals  and  institutions,  focusing  primarily  on  employee  benefit  and
personal trust services. Personal trust administrators assist individual clients
in planning their estates,  setting investment goals, and monitoring  investment
activities.  Piper Trust  administrators  also work with institutions to provide
401(k) and other  employee-directed,  company-sponsored  retirement plans. Piper
Trust  operates 12 common and  collective  funds and had $1.3  billion in client
assets under trust as of September 30, 1997.

Premier Acceptance Corporation

Premier was incorporated in Delaware in 1988 and is an issuer of bonds which are
collateralized  by GNMA and FNMA  certificates.  As of September  30, 1997,  the
company had $40.2 million of mortgage-backed bonds outstanding.  The issuance of
six series of mortgage-backed  bonds with an aggregate original principal amount
of $176.1 million and the related purchase of collateral have been accounted for
financial reporting purposes as a sale.  Accordingly,  the assets,  liabilities,
interest income,  and interest expense relating to these series do not appear on
the financial statements.

Piper Jaffray Ventures Inc.

Piper Jaffray  Ventures,  a Delaware  corporation,  was incorporated in 1983 and
organizes  and  manages  funds  for  investing  in  promising,   privately  held
emerging-growth  companies. The company currently has health care and technology
venture funds with $110 million in committed capital.

Sources of Revenues

Commissions

Piper  Jaffray  charges  a  brokerage  commission  when  acting as agent for the
purchaser or seller of a security.  If the security is listed on an exchange and
Piper Jaffray does not act as a principal in the security,  the  transaction  is
generally  effected through an automatic  execution and clearing system or Piper
Jaffray's own floor brokers.  If the security is traded on the  over-the-counter
market, Piper Jaffray generally effects the transaction directly with one of the
firms making a market in that  security.  Piper  Jaffray also acts as agent with
respect to the purchase and sale of option  contracts.  Piper Jaffray  purchases
mutual fund shares at a  specified  discount  from the price at which the shares
are resold to customers.  Piper Jaffray is also a distributor of Piper Capital's
open-end funds.

Principal Transactions

Profits on principal trading  transactions  represent the difference between the
cost of  securities  purchased  by Piper  Jaffray  for its own  account  and the
proceeds received upon the sale of such securities. Such transactions occur with
respect to corporate equity and fixed income  securities,  municipal  securities
(generally  issued by states,  their agencies and political  subdivisions),  and
U.S. government securities.

Piper Jaffray acts as a market maker for unlisted  common stocks and convertible
debt  securities  of  approximately  424  companies.  As a market  maker,  Piper
Jaffray,  for its own  account,  generally  maintains a long or short  inventory
position with respect to such  securities and stands ready to effect purchase or
sale transactions with customers and other dealers. Piper Jaffray also acts as a
principal in the trading of approximately 143 listed stocks.

Piper  Jaffray   maintains   inventories  of   non-convertible   corporate  debt
securities,  preferred stocks, municipal securities,  and government securities,
as well as equity and  convertible  securities  in which Piper  Jaffray does not
make a market.  These  inventories  usually result from  underwriting  and other
positions  that  have not yet been  sold to  customers,  but are  maintained  to
facilitate customers' transactions and trading.

Piper Jaffray is exposed to the possibility of a loss and has the opportunity to
profit as market prices of the securities in its inventory positions change. The
value of the common stock and convertible debt inventory  positions is primarily
affected  by  changes  in the  general  market  for  equity  securities  and the
financial  prospects of the issuers of such  securities.  The value of corporate
fixed  income,  municipal  and  government  securities  inventory  positions  is
primarily  affected  by changes in market  interest  rates.  In  general,  Piper
Jaffray's  securities  inventories  are  maintained to meet  customers'  trading
demands.  Accordingly, it is the policy of Piper Jaffray to carry as low a level
of securities inventories as is necessary to conduct customer business.

Investment Banking

Piper  Jaffray  underwrites  both  municipal  and  corporate  securities.  In an
underwriting,  Piper Jaffray  generally joins with other  securities  firms in a
group which commits to purchase  securities  from an issuer at a fixed price and
to  re-offer  those  securities  to the  public.  While most of Piper  Jaffray's
underwriting  revenues are derived from acting as manager or  co-manager,  Piper
Jaffray also acts as a member of underwriting groups managed by other firms.

Participation in an underwriting  exposes Piper Jaffray to certain risks. If all
of the  securities  that Piper  Jaffray has  committed to  underwrite  cannot be
resold at the agreed upon price,  Piper Jaffray might incur losses. In addition,
federal and state  securities  laws and  regulations  affect the  activities  of
underwriters  and  impose  potential  liabilities  in  connection  with sales of
securities by underwriters to the public.

It is generally more  profitable to be manager or co-manager of an  underwriting
than to be solely a member of the underwriting group. However,  managers usually
must commit to underwrite a larger portion of the offering than other members of
the underwriting group.

In addition to the  underwriting  of securities,  Piper Jaffray engages in other
investment banking activities. These include raising capital through the private
placement  of  securities,  appraising  corporate  securities  for tax or  other
purposes,  arranging and evaluating the terms of mergers and  acquisitions,  and
advising  companies  with  respect  to  financing  plans  and  related  matters.
Compensation for such services is in the form of negotiated fees.

Asset Management

Piper Capital, as investment adviser to open-end and closed-end funds,  provides
each fund with advice and  assistance in the selection and  disposition  of that
fund's  investments.  In return,  each fund pays Piper Capital monthly  advisory
fees generally  equal to a certain  percentage of the fund's average net assets.
Piper Capital also serves as investment  adviser for  individual,  institutional
and fiduciary accounts.

Piper  Capital  effects  a wide  range of  securities  transactions  in  managed
accounts  as well as within  managed  open-end  and  closed-end  funds.  Certain
managed  accounts  and  funds  invest  in  derivative   and/or   mortgage-backed
derivative securities. The use of these and other securities in managed accounts
and funds is monitored for both  eligibility of type of security and limitations
on amount of security in accordance  with policies  applicable to the particular
accounts  and  funds,   including  investment  management  agreements  and  fund
prospectus guidelines.

Piper  Trust  also  generates  substantially  all  of  its  revenues  through  a
percentage  fee based on the market value of total assets under  management  for
each  client's  account and through fees for estate  planning and  custodial and
fiduciary services.

Interest Income

Customers'  purchases of listed and certain  over-the-counter  securities may be
effected  on either a cash or margin  basis.  If the  purchase is made on a cash
basis,  full payment is due by a designated  settlement  date,  generally  three
business days  following the purchase  date. In a margin  transaction,  however,
Piper  Jaffray  lends the customer a portion of the purchase  price up to limits
set  by  the  Federal  Reserve  Board.  Such  loans  are  collateralized  by the
securities  purchased.  These  receivable  amounts are funded by equity capital,
bank lines of credit,  and  proceeds  from  securities  lending  and  repurchase
agreements,  as well as  non-interest  bearing  liabilities.  As collateral  for
short-term  bank  borrowings,  Piper  Jaffray  is  generally  permitted  to  use
securities  in a  customer's  margin  account with a total market value of up to
140% of the amount owed to Piper Jaffray by the customer.

Other Revenues

Piper  Jaffray  provides  other  financial  services  and  products,   including
custodial  services for IRA's and defined  contribution  plans,  managed account
services,  wrap accounts,  and various insurance investment products through the
Piper  Jaffray  sales force.  Piper  Jaffray  also derives  revenue for services
provided in  connection  with tender and  exchange  offers,  from  dividend  and
interest payments on securities owned, and other miscellaneous items.

Piper  Jaffray  Ventures  provides  venture  capital  expertise  and  management
specifically  targeted  toward emerging  growth  companies in specific  industry
sectors.  Piper Jaffray  Ventures earns management fees equal to a percentage of
partners' committed capital.

Employees

As of September 30, 1997, the Company, Piper Jaffray, Piper Capital, Piper Trust
and Piper Jaffray  Ventures had 347, 2,663,  128, 36 and 6 full-time  employees,
respectively.  Premier has no  employees.  As of  September  30, 1997 there were
1,258 employees of Piper Jaffray,  including some officers,  registered with the
New York Stock  Exchange as investment  executives  involved in Piper  Jaffray's
retail and  institutional  sales  activities.  Of these, 167 were located in the
Company's corporate headquarters sales offices in Minneapolis.

Effective October 1, 1995, the core administrative and support services formerly
housed within the Company's  subsidiaries  were transferred to the Company.  The
Company charges a management fee to its affiliates for these services based upon
their respective utilization.

Competition

The Company's  subsidiaries are subject to intense competition in all aspects of
their businesses,  not only from other companies in the securities industry, but
also from  banks,  savings  and loan  associations,  retailers,  and other firms
offering financial services. Many of these companies are larger and have greater
financial  resources  than the  Company.  In addition to  competition  from such
companies,  there is competition within the securities industry in obtaining and
retaining the services of investment executives.

Regulation

The rules  and  regulations  of the  Securities  and  Exchange  Commission,  the
exchanges of which Piper Jaffray is a member,  and the other  regulatory  bodies
under the jurisdiction of which Piper Jaffray conducts its business, are complex
and extensive. Regulated areas include the effecting of securities transactions,
the  financial  condition of Piper  Jaffray,  its record  keeping and  reporting
procedures,  relationships  with  customers,  including the handling of cash and
margin accounts, the experience and training requirements for certain employees,
and business procedures with non-member firms.

The exchanges,  the National Association of Securities Dealers, and the National
Futures  Association are voluntary,  self-regulatory  bodies composed of members
which have agreed to abide by the respective bodies' rules and regulations. Each
of these organizations may expel, fine and otherwise discipline member firms and
their employees.

Piper Jaffray is registered as a securities  broker/dealer  and as an investment
adviser with the  Securities  and  Exchange  Commission.  Piper  Jaffray is also
registered with the Commodity Futures Trading Commission as a futures commission
merchant  under the  Commodity  Exchange  Act. In  addition to being  subject to
various federal laws, rules and regulations, Piper Jaffray must be licensed as a
broker/dealer  in, and comply  with the  regulations  of, the states in which it
does business.

Piper  Jaffray is subject to the Uniform Net  Capital  Rule (the  "Rule") of the
Securities  and  Exchange  Commission  and the net capital  rule of the New York
Stock  Exchange  (the  "Exchange").   Piper  Jaffray  has  elected  to  use  the
alternative method permitted by the Rule which requires that it maintain minimum
net  capital  of  2%  of  aggregate   debit   balances   arising  from  customer
transactions.  The  Exchange  may  prohibit  a member  firm from  expanding  its
business or paying cash dividends if resulting net capital would be less than 5%
of aggregate  debit balances.  In addition,  Piper Jaffray is subject to certain
notification  requirements  related to  withdrawals  of excess net  capital.  At
September  30,  1997,  Piper  Jaffray's  net  capital  under the Rule was $115.6
million or 17% of aggregate debit balances.

Piper Capital is registered under the Investment Advisers Act of 1940 and is the
investment  adviser for  investment  companies  regulated  under the  Investment
Company Act of 1940. As such, Piper Capital and each of its funds are subject to
annual  independent  audits and  periodic  examinations  by the  Securities  and
Exchange Commission.

As a  Minnesota  trust  company,  Piper  Trust  is  subject  to  the  rules  and
regulations of the State of Minnesota and the Minnesota  Department of Commerce.
Regulatory examiners conduct periodic examinations of Piper Trust.

The  laws,  rules  and  regulations  of the  various  federal,  state  and other
regulatory  bodies to which the businesses of Piper  Jaffray,  Piper Capital and
Piper Trust are subject are constantly changing. While management of the Company
and its  subsidiaries  believes  that they are  currently in  compliance  in all
material  respects  with all  laws,  rules  and  regulations  applicable  to its
business, the effect of any such changes cannot be predicted.

Certain Piper Jaffray  Ventures  funds are Small Business  Investment  Companies
(SBIC) and are governed in accordance with the Small Business  Investment Act of
1958, as amended.  In addition the SBIC funds are subject to Rule 13 CFR,  Parts
107 and 121, Small Business Investment Companies and Small Business Size
Regulations, respectively.


Item 2. Properties

The Company currently  conducts its operations  through 89 retail and 17 capital
markets offices in 19 states and London, U.K. All of its offices are leased with
various  expiration  dates through 2008. See Note 8 of the Notes to Consolidated
Financial Statements filed herein for information concerning leases.

The  Company's  current  headquarters  lease  expires  in the year  2000 and the
Company has signed a letter of intent to enter into a fourteen  year  commitment
on a new headquarters location.


Item 3. Legal Proceedings

The Company's fiscal 1997  operations  included a $6.6 million pretax charge to
earnings for proposed settlement of the Managers  Intermediate Mortgage Fund and
a related claim, an additional $24.0 million accrual for the estimated remaining
costs of litigation and regulatory inquiries relating to funds or assets managed
by Piper  Capital and  certain  other  litigation  matters,  and  various  other
litigation-related costs.  Based on  these  accruals along  with the  Company's
other  reserves,  Management of the Company,  after consultation  with counsel, 
believes the  legal procedings  listed below  will not  have a material adverse
effect on the Company's consolidated financial statements. 

The Company is involved in various other lawsuits or arbitrations or  threatened
lawsuits or arbitrations and regulatory  inquiries  incidental to its securities
business.  Management of the Company, after consultation with counsel,  believes
that the resolution of these  various  lawsuits, arbitrations,  and  claims  and
regulatory  inquiries will not have a  material adverse effect on the Company's
consolidated financial statements.


A.   Lawsuits and Arbitrations Related to Various Funds or Assets Managed by 
     Piper Capital Management Incorporated

I.   Institutional Government Income Portfolio

     Leon  J.  Savoie;   Savoie   Wealthbuilder   Account;   Earl  Hovey;  Hovey
     Wealthbuilder  Account;  Ronald G. Ferris;  Ronald G. Ferris  Wealthbuilder
     Account; Donna L. Ferris; Donna L. Ferris Wealthbuilder Account;  Herman H.
     Holmes;   Lucille  Holmes;  Holmes  Wealthbuilder  Account;  on  behalf  of
     themselves and all others  similarly  situated,  Appellants,  v. Richard J.
     Rodney,  Jr.,  Plaintiff  Appellee,  and Piper  Funds,  Inc.  Institutional
     Government Income Portfolio;  Piper Capital Management Incorporated;  Piper
     Jaffray Inc.;  Piper Jaffray  Companies Inc.;  William H. Ellis,  Edward J.
     Kohler,  Defendant  Appellees.  (United  States  Court of  Appeals,  Eighth
     Circuit).

     On February 18, 1997,  a United  States  District  Court  presiding  over a
     previously  settled  consolidated  class  action,  In re Piper  Funds  Inc.
     Institutional  Government  Income Portfolio  (United States District Court,
     District  of  Minnesota)  (the "PJIGX  Action")  entered an order for final
     judgment  concerning a dispute previously severed from the remainder of the
     PJIGX Action.  The dispute involves  Merchants Trust Company and certain of
     its customers whose funds were used to purchase shares of the Institutional
     Government Income Portfolio. The February 18, 1997 order for final judgment
     has been  appealed  to the United  States  Court of Appeals  for the Eighth
     Circuit.  This appeal  does not affect the  settlement  reached  with other
     class members.

II.  American Strategic Income Portfolio Inc. I, II, and III (ASP, BSP, and CSP,
     respectively),  American  Opportunity  Income Fund (OIF),  American  Select
     Portfolio Inc. (SLA) and the Americas Income Trust Inc. (XUS).

     a) The  following  actions have been brought by investors in one or more of
     the afore-mentioned funds:

     Gary E. Nelson, et al v. American  Strategic Income Portfolio Inc. - II, et
     al. (United States District  Court,  Western  District of Washington)  (the
     "Nelson Class Action").  The effective date of the settlement in the Nelson
     Class Action was  September 20, 1997.  The claims  alleged in the following
     actions  are  similar  to the claims  which had been  alleged in the Nelson
     Class Action.

     John  Darlington  and Ann Darlington v. Piper Jaffray Inc. and Dick Tallent
     (Montana Second Judicial District Court, Silver Bow County).

     Plaintiff  filed this action on November 1, 1995 based on his investment in
     CSP and XUS. Plaintiff alleged claims of breach of contract,  breach of the
     covenant of good faith and fair dealing, fraud and  misrepresentation.  The
     Court  ordered the  plaintiffs  to  arbitrate  this  dispute and stayed the
     lawsuit  pending  arbitration.  Plaintiffs  have  petitioned to the Montana
     Supreme  Court for a writ of  supervisory  control  seeking  to vacate  the
     district court's order compelling arbitration.

     Kenneth Schneider v. Piper Jaffray Inc. and Richard Tallent (Montana Second
     Judicial District Court, Silver Bow County).

     Plaintiff  filed this action on April 11, 1996 based on his  investment  in
     SLA.   Plaintiff   alleges  claims  of   misrepresentation   and  negligent
     misrepresentation.   The  Complaint  seeks   compensatory   damages  in  an
     unspecified amount, punitive damages, and costs and attorneys' fees.

     Margaret Nagel v. Piper Jaffray Inc. and Richard  Tallent  (Montana  Second
     Judicial District Court, Silver Bow County).

     Plaintiff  filed this action on April 11, 1996 based on her  investment  in
     SLA.   Plaintiff   alleges  claims  of   misrepresentation   and  negligent
     misrepresentation.   The  Complaint  seeks   compensatory   damages  in  an
     unspecified amount, punitive damages, and costs and attorneys' fees.

     Kenneth  Gennerman as Trustee of The Nicole  Bowlin Trust v. Piper  Jaffray
     Inc. (Wisconsin Circuit Court, Waukesah County).

     Plaintiff  filed this action on August 7, 1996 based on his  investment  in
     OIF. Plaintiff alleges claims of negligent  misrepresentation,  intentional
     misrepresentation and strict responsibility. The Complaint seeks rescission
     or  compensatory  damages for  investment  of $10,000,  interest,  punitive
     damages and attorneys' fees and costs.

     b) The  following  arbitration  claims seek recovery by investors in one or
     more of the afore-mentioned closed-end funds:

     Curtis G. Weakly and Jean Weakly v. Piper Capital  Management  Incorporated
     and Piper  Jaffray  Companies  Inc.  (National  Association  of  Securities
     Dealers Arbitration).

     Claim filed February 3, 1997. Claimants seek to recover $26,625.

     Theodore F. Foster,  D.O.,  P.C.  Profit Sharing Plan,  Theodore F. Foster,
     Trustee and Theodore F. Foster,  D.O.,  P.C.,  v. Piper  Jaffray  Companies
     Inc., Piper Jaffray Inc.,  American Strategic Income Portfolio Inc.-III and
     Thomas  P.  O'Sullivan.   (National   Association  of  Securities   Dealers
     Arbitration).

     Claim filed May 9, 1997. Claimants seek to recover in excess of $129,000.

     Mary Hughes v. Prudential Securities, Inc. and Piper Jaffray Inc. (National
     Association of Securities Dealers Arbitration).

     Claim filed July 17, 1997. Claimant seeks to recover approximately $9,800.
      
     Barbara   Robertson  v.  Piper  Jaffray  Inc.,  Piper  Capital   Management
     Incorporated,  Robert  Roddy  and  Larry  Law.  (New  York  Stock  Exchange
     Arbitration).
      
     Claim  filed  November  3,  1997.  Claimant  seeks to  recover in excess of
     $381,197.

III. Managers Intermediate Mortgage Fund

     Florence R. Hosea, Bobby W. Hosea, Getrud B. Dale and Peter M. Dale, Andrew
     Poffel and Diane Poffel as tenants by the Entireties,  Myrone Barone, Donna
     M. DiPalo, Bernard B. Geltner as IRA custodian,  IRA and Bernard B. Geltner
     and Gail Geltner and Paul Delman v. The Managers Funds, The Managers Funds,
     L.P.,  Robert P.  Watson,  Piper  Capital  Management  Incorporated,  Piper
     Jaffray  Inc.,  Worth  Bruntjen and  Managers  Intermediate  Mortgage  Fund
     (United States District Court, District of Connecticut).

     Karen E. Kopelman v. The Managers Fund, The Managers Funds, L.P., Robert P.
     Watson,  Piper Capital Management  Incorporated,  Piper Jaffray Inc., Worth
     Bruntjen and Managers  Intermediate  Mortgage Fund (United States  District
     Court, District of Connecticut).

     Plaintiff  Hosea filed a putative  class action  lawsuit on  September  26,
     1994.  Plaintiff Kopelman filed a putative class action lawsuit on November
     4, 1994. By court order dated  December 13, 1994,  these two putative class
     action  lawsuits  were  consolidated  (the   "Hosea/Kopelman   Consolidated
     Action").  The  plaintiffs  purport to  represent  a class of  persons  who
     purchased  shares in the Managers  Intermediate  Mortgage  Fund  ("Managers
     Intermediate")  during the period from May 1, 1992,  through June 14, 1994.
     Managers Intermediate is a no-load, open-end mutual fund that was generally
     managed by The Managers Funds, L.P. During the class period,  Piper Capital
     was the portfolio asset manager.

     In their Amended and Restated Complaint, filed on July 19, 1995, plaintiffs
     alleged that  defendants  Piper  Capital,  Piper Jaffray and Worth Bruntjen
     (the  "Piper  Defendants")  violated  Sections  11,  12(2)  and  15 of  the
     Securities Act, Section 10(b) of the Securities Exchange Act and Rule 10b-5
     promulgated thereunder,  Sections 34(b) and 36(b) of the Investment Company
     Act,  and that they  engaged  in  negligent  misrepresentation.  Plaintiffs
     sought rescission or monetary damages, plus prejudgment interest,  punitive
     damages "where appropriate," and attorneys' fees and costs.

     On October 10, 1997, the  named  plaintiffs and  defendants entered into a
     settlement  agreement  which  is  subject to  approval  by the court and a
     sufficiently  large  percentage of class members.  Pursuant to the terms of
     the  settlement  agreement,  defendants  collectively  have agreed to pay a
     total amount of up to  $6,942,733.66.  The Piper  Defendants have agreed to
     pay up to $4,592,220.59,  consisting of up to $923,930.23 in cash and three
     notes,  each  bearing  interest  of six  percent  per annum,  to be paid as
     follows:  $1,199,908.06  six months  from the  settlement  effective  date;
     $1,097,058.80  to be paid  twelve  months  from  the  effective  date;  and
     $1,371,323.50  to be paid  eighteen  months from the  effective  date.  The
     settlement of this putative class action is contingent on the settlement of
     related actions  involving  claims by First  Commercial  Trust Company,  an
     investor in Managers Intermediate and other funds.

     First Commercial Trust Company, N.A. v. The Managers Funds, a Massachusetts
     Business  Trust,  Managers Short  Government  Fund,  Managers  Intermediate
     Mortgage  Fund,  Managers  Short and  Intermediate  Bond Fund, The Managers
     Funds,  L.P., EAIMC Holdings  Corporation,  Evaluation  Associates  Holding
     Corporation,  EAI Partners,  L.P., Evaluation  Associates,  Inc., Robert P.
     Watson,  William W. Graulty,  Madeline H.  McWhinney,  Steven J.  Paggioli,
     Thomas R. Schneeweis,  William J. Crerend,  Piper Capital  Management Inc.,
     Piper Jaffray Companies Inc., Worth Bruntjen,  Standish, Ayer & Wood, Inc.,
     TCW Funds Management, Inc. and TCW Management Company (Connecticut Superior
     Court, Stamford/Norwalk District).
      
     According  to the  Complaint  filed on October 26,  1995,  plaintiff  First
     Commercial  Trust  Company  ("FCTC") is an investor in the  Managers  Short
     Government Fund, the Managers  Intermediate Mortgage Fund, and the Managers
     Short and  Intermediate  Bond Fund.  Piper Capital was the portfolio  asset
     manager of the Managers Short Government Fund and the Managers Intermediate
     Bond Fund, which are generally managed by The Managers Funds, L.P.

     Plaintiff  alleged that Piper  Jaffray  Companies  Inc.,  Piper Capital and
     Bruntjen (the "Piper Defendants") engaged in fraud, fraudulent concealment,
     breach of contract, breach of fiduciary duty, breach of implied covenant of
     good faith and fair dealing, negligent misrepresentation, civil conspiracy,
     negligent  interference  with  contractual  relations,   violation  of  the
     Connecticut  Unfair and Deceptive Trade Practices Act, and violation of the
     Connecticut  Securities  Act.  Plaintiff seeks  compensatory  damages in an
     unspecified amount, punitive damages,  attorneys' fees, interest and costs.
     The Piper Defendants joined a motion brought by other defendants to dismiss
     the Complaint or, alternatively, to stay the action.

     In a  declaratory  action  filed on October 26,  1995 in the United  States
     District Court, District of Connecticut,  the Piper Defendants,  along with
     The  Managers  Funds,  L.P.,  The  Managers  Funds and related  persons and
     entities  sought a  declaration  that they bear no liability to FCTC.  FCTC
     brought a motion to dismiss the declaratory action.

     The parties  have entered  into a  settlement  agreement  to resolve  these
     matters.  Pursuant to the settlement agreement, the share of the settlement
     to be paid by the Piper Defendants is a total of  $1,995,968.75  consisting
     of  $314,259.10  in cash and three notes,  bearing  simple  interest of six
     percent per annum, to be paid as follows: $550,091.95 to be paid six months
     from  the  effective  date;  $502,941.20  to be paid  12  months  from  the
     effective  date;  $628,676.50 to be paid 18 months from the effective date.
     The  settlement  of this  matter is  contingent  on the  settlement  of the
     related  Hosea/Kopelman  Consolidated Action and the settlement will not be
     effective until the effective date of the settlement in the  Hosea/Kopelman
     Consolidated Action.

    
B.   NASDAQ Market-Maker Anti-Trust Securities Litigation Piper Jaffray has been
     named as a defendant in several  purported  class action  proceedings  that
     allege anti-trust violations. Piper Jaffray was joined as defendant in such
     actions  during July 1994.  All actions  have been  consolidated  under the
     title  In re  NASDAQ  Market-Maker  Anti-Trust  and  Securities  Litigation
     (United States District Court, Southern District of New York ).

     The  plaintiffs  allege  that  thirty-eight  defendants,   including  Piper
     Jaffray, that act as dealers on the NASDAQ computerized  quotations system,
     conspired  to raise and fix the  spreads  between the bid and ask prices of
     securities traded on NASDAQ.  Plaintiffs further allege that as a result of
     such conspiracy,  NASDAQ spreads were larger than spreads for stocks traded
     on the New  York  Stock  Exchange  and the  American  Stock  Exchange.  The
     purported  class  consists  of all  persons  in the  United  States who are
     current  customers and who bought or sold securities  through NASDAQ within
     four years prior to the filing of the  complaints.  Plaintiffs  seek treble
     damages of an unspecified amount.On December 23, 1997, Piper Jaffray, along
     with thirty-six  of the remaining  firms named  in the suit, entered into a
     preliminary  settlement  agreement  with  the  plaintiffs.  The  settlement
     agreement is contingent upon court approval and certain other conditions.

C.   Department of Justice NASDAQ  Investigation On July 17, 1996, while denying
     any  wrongdoing,   the  Company  joined  in  a  settlement  agreement  with
     twenty-three other NASDAQ dealers, resolving the U.S. Department of Justice
     Investigation  of the NASDAQ stock market.  Piper Jaffray  cooperated fully
     with the Justice Department's  investigation.  Terms of the settlement call
     for the defendants to implement certain policies and procedures intended to
     address  the  concerns  raised  by the  U.S.  Department  of  Justice.  The
     settlement  was  approved  by the  United  States  District  Court  for the
     Southern  District  of New York on April 22,  1997.  On May 21,  1997,  the
     plaintiffs  in the NASDAQ  Market-Maker  Anti-Trust  Securities  Litigation
     filed a Notice of Appeal with respect to the Justice Department settlement.


Item 4. Submission of Matters to a Vote of Security Holders

There were no matters  submitted to a vote of security holders during the fourth
quarter of the fiscal year ended September 30, 1997.

<PAGE>


                                            
                                         PART II

All information required in Part II, Items 5 - 8 is contained in the 1997 Annual
Report to Shareholders, incorporated herein by reference.

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

Not applicable.

                                         PART III

Item 10. Directors and Executive Officers of the Registrant
<TABLE>
<CAPTION>

Name                                Age    Position                              Director Since
-----------------------------------------------------------------------------------------------
<S>                    <C>           <C>   <C>                                        <C> 
Addison L. Piper       (3)           51    Chairman of the Board, Chief               1977
                                           Executive Officer and President of
                                           Piper Jaffray Companies Inc.
Andrew S. Duff                       40    President of Piper Jaffray, Director       1996
Ralph W. Burnet        (1),(2),(3)   52    Director                                   1988
Christopher E. Clouser (1),(2),(3)   45    Director                                   1997
Susan E. Engel         (1),(2),(3)   51    Director                                   1997
Kathy Halbreich        (1),(2),(3)   48    Director                                   1994
Robert S. Slifka       (1),(2),(3)   56    Director                                   1988
David Stanley          (1),(3)       62    Director                                   1974
Charles N. Hayssen                   46    Chief Information Officer
Bruce C. Huber                       50    Director of Equity Capital Markets
Deborah K. Roesler                   43    Chief Financial Officer
Ross E. Rogers                       49    Director of Individual Investor
                                             Services
Thomas E. Stanberry                  43    Director of Fixed Income Capital
                                             Markets
</TABLE>

(1) Member of the Audit Committee
(2) Member of the Executive Compensation Committee
(3) Member of the Governance Committee


Mr.  Piper has been  Chairman  of the Board and Chief  Executive  Officer of the
Company  and of Piper  Jaffray for more than five years,  and  President  of the
Company since Oct. 1997.

Mr. Duff has been the  President  of Piper  Jaffray  since  January  1996.  From
October  1994 to January  1996,  Mr. Duff served as the Director of Fixed Income
Capital Markets of Piper Jaffray; from February 1993 to October 1994, Manager of
Fixed Income Institutional Sales and Trading of Piper Jaffray; from January 1991
to February 1993, Manager of Institutional  Fixed Income Sales of Piper Jaffray;
and from August 1980 to January 1991, Investment Executive,  Institutional Fixed
Income Sales of Piper Jaffray.

Mr. Burnet has been  Chairman and Chief  Executive  Officer of Burnet  Financial
Group (mortgage banking,  insurance,  title insurance and real estate brokerage)
since January 1990. From May 1988 to January 1990, Mr. Burnet served as Chairman
and Chief Executive  Officer of Fairway  International  Corporation (real estate
development);  and from November 1983 to May 1988, as President of Merrill Lynch
Realty -- Central and East Region (residential and real estate brokerage,  title
insurance and mortgage banking).

Mr. Clouser has been Senior Vice President of Northwest Airlines,  Inc. (airline
transportation) for more than five years.

Ms. Engel has been Chairman and Chief  Executive  Officer of Department 56, Inc.
(collectibles and specialty giftware) since Sept. 1997. From Sept. 1994 to Sept.
1997, Ms. Engel was the Chief Executive  Officer and President of Department 56,
Inc.  From Sept.  1993 to Sept.  1994,  Ms. Engel served as owner of Susan Engel
Consulting.  From Sept. 1991 to Sept.  1993, Ms. Engel served as Chief Executive
Officer  and  President  of  Champion  Products,  Inc.,  a division  of Sara Lee
(marketer and manufacturer of athletic apparel).

Ms.  Halbreich has been Director of the Walker Art Center,  Minneapolis,  Minn.,
since  March  1991.  From  1988 to 1990,  Ms.  Halbreich  served as  Curator  of
Contemporary Art for the Museum of Fine Arts, Boston, Mass.

Mr. Slifka has been an Independent financial consultant since January 1996. From
October 1992 to January 1996, Mr. Slifka served as Chief  Executive  Officer and
President  of  Loan  Guarantee  Investment  Corporation  (lessor  of  commercial
equipment under leases originated through commercial banks);  from December 1986
to  March  1992,  as  Senior  Vice  President  of ITT  Corporation  (diversified
manufacturer  and  supplier  of   telecommunications   equipment  and  services,
financial and insurance services and industrial and consumer products); and from
March 1989 to October  1991,  as  Executive  Vice  President  and Group  General
Manager of Commercial Financing Activities of ITT Financial Corporation.

Mr. Stanley has been Chairman and Chief Executive  Officer of Payless  Cashways,
Inc.  (building  materials  specialty  retailer)  for more than five years.  Mr.
Stanley is also a director of Digi  International  Inc.  (computer  hardware and
software manufacturer) and Best Buy Co., Inc. (consumer electronics retailer).

Mr.  Hayssen has been Chief  Information  Officer of the Company  since  January
1996.  Mr.  Hayssen was Chief  Financial  Officer from 1987 to August  1995.  In
addition,  during 1995,  he acted as Chief  Operation  Officer of Piper  Capital
Management through December 1995. Mr. Hayssen joined the Company in 1980.

Mr. Huber has been Director of Equity Capital Markets for Piper Jaffray Inc. for
more than five years.  Mr. Huber has held several  positions  since  joining the
Company in 1972.

Ms. Roesler has been Chief Financial  Officer for the Company since August 1995.
Ms.  Roesler  joined the Company in 1989 and served as the Company's  Controller
through July 1995.

Mr. Rogers has been Director of Individual  Investor  Services for Piper Jaffray
Inc.  since  October 1996.  From August 1995 to October  1996,  Mr. Rogers was a
Regional Director for Individual Investor Services. Prior to joining the Company
in 1995, Mr. Rogers was Executive  Vice  President and  Divisional  Director for
Smith  Barney from  August 1994 to July 1995.  From  June 1991 to July 1994, Mr.
Rogers was Regional Manager at Shearson American Express.

Mr. Stanberry has been Director of Fixed Income Capital Markets of Piper Jaffray
Inc. since January 1996. Prior to 1996, Mr.  Stanberry was an Investment  Banker
for Piper Jaffray Inc. since joining the Company in 1989.

Director Compensation

For the fiscal year ended Sept.  30,  1997,  each  non-employee  director of the
Company  received a fee of $23,350 for services as a director of the Company and
of Piper Jaffray.  All non-employee  directors elected to defer all or a portion
of their cash compensation until January of 1998. At that time they will receive
restricted  shares of the Company's common stock in lieu of cash compensation at
120% of the cash value for the portion they elected to defer.

The 1993 Piper Jaffray  Companies  Inc.  Omnibus Stock Plan (the "Omnibus  Stock
Plan") provides for the nondiscretionary grant of a nonstatutory stock option to
purchase  2,500  shares  of common  stock of the  Company  to each  non-employee
director on the date of each annual  meeting of the  Company's  shareholders  as
compensation for services for the ensuing year.  Non-employee  directors joining
the board between  annual  meetings are granted an option to purchase a pro-rata
portion of such number of shares.  All  non-employee  director  options  have an
exercise  price equal to the fair market value of a share of common stock on the
date of grant and become fully exercisable one year after the date of grant.

Compliance With Reporting Requirements

As required by Securities and Exchange  Commission  rules under Section 16(a) of
the  Securities  Exchange Act of 1934, and based solely upon review of copies of
forms  submitted to the Company during and with respect to the 1997 fiscal year,
all reports required under Section 16(a) were filed on a timely basis.


Item 11. Executive Compensation

Summary of Cash and Certain Other Compensation

The following table sets forth certain  information  concerning the compensation
of the Company's chief executive  officer and each of its four other most highly
compensated executive officers for each of the last three fiscal years.
<TABLE>

                                SUMMARY COMPENSATION TABLE

<CAPTION>
                                                                                   
                                                                            Long-Term
                                                                           Compensation
                                          Annual Compensation              ------------                         
                              -------------------------------------------     Awards                                
                                                                 Other     ------------      All
                                                                Annual        Options       Other
                                 Fiscal              Bonus   Compensation   (Number of   Compensation
Name and Principal Position       Year    Salary      (1)        (2)          Shares)       (3)(4)
-------------------------------  ------  -------- ---------- ------------  ------------  ------------
<S>                               <C>    <C>      <C>           <C>           <C>         <C>  
Addison L. Piper                  1997   $240,000 $  720,000    $49,452       22,000        9,908
  Chairman, President and         1996    235,000  1,045,000     87,461       22,000       12,360
  Chief Executive Officer         1995    200,000    500,000     45,842       22,000       13,252
  of the Company and Chairman 
  and Chief Executive Officer 
  of Piper Jaffray

Andrew S. Duff                    1997    185,000    715,000    45,789        17,000        9,158
  Managing Director of the        1996    175,000    775,000    61,630        17,000       11,610
  Company and President of        1995    135,000    358,000    28,311        27,000       13,252
  Piper Jaffray      

Bruce C. Huber                    1997    165,000    739,500    46,063        14,000        9,908
  Managing Director of the        1996    160,000  1,005,000    78,942        14,000       37,721
  Company and Director of         1995    135,000    611,000    47,660        14,000       13,252
  Equity Capital Markets    
  of Piper Jaffray

Ross E. Rogers                    1997    165,000    710,000    49,574        27,000        9,908
  Managing Director of the        1996    140,000    406,000    31,166             -       12,360
  Company and Director of
  Individual Investor
  Services of Piper Jaffray (5)

Thomas E. Stanberry               1997    165,000    535,000    33,578        14,000        9,908
  Managing Director of the        1996    160,000    388,000    29,450        27,000       12,360
  Company and Director of         1995    135,000    320,000    21,600             -       13,252
  Fixed Income Capital 
  Markets of Piper Jaffray
</TABLE>
------------------
(1) Includes for the years indicated  performance bonuses earned pursuant to the
Company's executive compensation program.

(2) Includes for fiscal 1997 payments in lieu of  contributions to the ESOP when
the  executive's  recognized  compensation  or  the  executive's  share  of  the
Company's calculated contribution to the ESOP is in excess of IRS limitations.

(3) Includes for fiscal 1997 $9,158 to be contributed by the Company to the ESOP
for each of the named individuals.

(4) Includes for fiscal 1997 matching  contributions of $750 made by the Company
to the Piper  Jaffray  Companies  401(k) Plan for each of the named  individuals
except Mr. Duff who did not receive a matching contribution

(5) Mr.  Rogers was appointed to the Company's  Management  Committee  effective
Oct. 1996.


Stock Options

The following table  summarizes  option grants made during the fiscal year ended
Sept.  30, 1997, to the  executive  officers  named in the Summary  Compensation
Table.

                            OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>                                
<CAPTION>
                                                                Potential Realizable
                                                                      Value at
                              Percent of                       Assumed Annual Rates of
                                Total                          Stock Appreciation for
                     Options   Options                             Option Term (3)
                     Granted   Granted   Exercise Expiration  ------------------------
Name                  (1)       (2)       Price      Date          5%          10%
-------------------  ------- ----------- -------- ----------  -----------  -----------
<S>                  <C>        <C>      <C>      <C>          <C>         <C>     
Addison L. Piper     22,000     13.4%    $19.250  1/21/2007     $266,337     $674,950
Andrew S. Duff       17,000     10.4%    $19.250  1/21/2007      205,806      521,552
Bruce C. Huber       14,000      8.5%    $19.250  1/21/2007      169,487      429,514
Ross E. Rogers       27,000     16.5%    $19.250  1/21/2007      326,868      828,348
Thomas E. Stanberry  14,000      8.5%    $19.250  1/21/2007      169,487      429,514
</TABLE>
------------------
(1) Options  granted  pursuant to the Omnibus Stock Plan.  Options vest over the
first year of the  ten-year  option  term.  The  options  were  granted  with an
exercise  price  equal to the fair  market  value of the  shares  on the date of
grant.

(2) Reflects the percent of options granted to employees  during the fiscal year
ended Sept. 30, 1997 under the Omnibus Stock Plan.

(3) Potential  realized  values shown above  represent the potential gains based
upon annual  compound  price  appreciation  of 5% and 10% from the date of grant
through the full option term. The actual value realized, if any, on stock option
exercises  will be  dependent  upon  overall  market  conditions  and the future
performance of the Company and its common stock.  There is no assurance that the
actual value realized will approximate the amounts reflected in this table.


The following table  summarizes  option  exercises  during the fiscal year ended
Sept.  30, 1997, by the  executive  officers  named in the Summary  Compensation
Table, and the value of their unexercised options at Sept. 30, 1997.


<PAGE>



                     AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                            AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>                                                                                                                   
                                                                          Value of Unexercised
                     Number of              Number of Unexercised             In-the-Money
                       Shares             Options at Fiscal Year End  Option at Fiscal Year End(2)         
                    Acquired on   Value   --------------------------  ---------------------------- 
                      Exercise  Realized  Unexercisable  Exercisable
Name                    (1)        (2)      (Shares)     (Shares)(3)  Unexercisable   Exercisable
------------------- ----------- --------  -------------  -----------  -------------- -------------
<S>                      <C>    <C>           <C>          <C>           <C>          <C>       
Addison L. Piper         3,400  $35,306       22,000       152,920       $248,875     $2,924,762
Andrew S. Duff               0        0       17,000        45,700        192,313        843,419
Bruce C. Huber               0        0       14,000        81,200        158,375      1,422,382
Ross E. Rogers               0        0       27,000             0        305,438              0
Thomas E. Stanberry          0        0       14,000        27,000        158,375        460,688
</TABLE>
------------------
(1) Represents  shares acquired upon the exercise of options granted pursuant to
the Company's 1983 Book Value Stock Purchase Plan (the "Book Value Plan").

(2) Value realized and value of unexercised options for options granted pursuant
to the Plan are calculated by determining the difference between the fair market
value of the shares  underlying the options at exercise or at Sept. 30, 1997, as
applicable,  and the exercise price of the options.  Value realized and value of
unexercised  options  for  options  granted  pursuant to the Book Value Plan are
calculated by determining  the difference  between (i) the greater of book value
of the shares  underlying  the  options or the fair  market  value of the freely
transferable  shares into which such shares are  exchangeable  at exercise or at
Sept. 30, 1997, as applicable, and (ii) the exercise price of the options.

(3) Includes shares subject to options  granted  pursuant to the Book Value Plan
as follows: for Mr. Piper, 8,850; Mr. Duff, 1,700; and Mr. Huber, 5,200.


Item 12. Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth  certain  information  regarding the  beneficial
ownership of common  stock of the Company as of Dec. 9, 1997,  by each person or
entity  known by the Company to own  beneficially  more than five percent of the
outstanding  common stock,  each director,  each executive  officer named in the
Summary  Compensation  Table within Item 11 of this Form 10-K, and all directors
and  executive  officers of the Company as a group.  Except as  otherwise  noted
below,  the listed  beneficial  owner has sole voting and investment  power with
respect to such shares.

<PAGE>



                                Number of          
                                  Shares           Percent of
                               Beneficially       Outstanding
Beneficial Owner                  Owned              Shares       
                                (1)(2)(3)          (1)(2)(3)
---------------------------------------------------------------
Piper Jaffray Companies ESOP    7,594,789            39.70
(the "ESOP")

Addison L. Piper                  587,293             3.04
Andrew S. Duff                     87,329                *
Bruce C. Huber                    197,798             1.03
Ross E. Rogers                     29,178                *
Thomas E. Stanberry                46,547                *
Ralph W. Burnet                    30,481                *
Christopher E. Clouser              1,200                *
Susan E. Engel                          -                *
Kathy Halbreich                     6,519                *
Robert S. Slifka                   10,519                *
David Stanley                      21,181 (4)            *
All directors and
executive officers
  as a group (13 persons)        1,195,963            6.03

------------------
* Less than 1%

(1) Includes shares held for the benefit of such persons by the ESOP as follows:
Mr. Piper,  74,747; Mr. Duff, 17,829;  Mr. Huber,  52,612; Mr. Rogers,  443; Mr.
Stanberry,  5,180; and all directors and executive  Officers of the Company as a
group, 224,112.

(2)  Includes  shares which the  following  persons have a right to acquire upon
exercise  of stock  options  pursuant  to the Omnibus  Stock  Plan:  Mr.  Piper,
166,070; Mr. Burnet, 10,000; Mr. Duff, 61,000; Ms. Halbreich,  6,000; Mr. Huber,
90,000;  Mr. Rogers,  27,000;  Mr. Slifka,  10,000;  Mr. Stanberry,  41,000; Mr.
Stanley,  10,000;  and all directors and executive  officers of the Company as a
group, 822,120.

(3)  Includes  shares which the  following  persons have a right to acquire upon
exercise of stock  options  pursuant to the 1983 Book Value Stock  Purchase Plan
(the "Book Value Plan"):  Mr. Piper,  8,850; Mr. Duff, 1,700; Mr. Huber,  5,200;
Mr. Rogers, 0; Mr. Stanberry, 0; and all directors and executive officers of the
Company as a group, 35,450.

(4) Does not  include  1,180  shares held by a trust for the benefit of an adult
child of Mr.  Stanley,  in which shares Mr.  Stanley  disclaims  any  beneficial
interest.

On Dec. 15, 1997, the Company and U.S.  Bancorp  announced that they had entered
into an Agreement  and Plan of Merger,  dated as of December 14, 1997.  The $730
million cash  transaction,  $37.25 per share, is expected to close in the second
calendar quarter of 1998, subject to regulatory and shareholder approval.

Item 13. Certain Relationships and Related Transactions

Certain  directors  and officers of the Company  (and  members of the  immediate
families of such persons)  maintained  margin accounts with Piper Jaffray during
the fiscal year ended Sept. 30, 1997, and had margin account indebtedness during
such  year.  All such  indebtedness  was  incurred  in the  ordinary  course  of
business,  on  substantially  the  same  terms  (including  interest  rates  and
collateral)  as those  prevailing at the time for comparable  transactions  with
other persons,  and did not involve more than the normal risk of  collectibility
or present other unfavorable features.



<PAGE>


                                         PART IV

Item 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K

(a)

1. Consolidated financial statements:

   Independent Auditors' Report
   Consolidated Statements of Financial Condition
   Consolidated Statements of Operations
   Consolidated Statements of Shareholders' Equity
   Consolidated Statements of Cash Flows
   Notes to Consolidated Financial Statements

   Incorporated herein by reference is the 1997 Annual Report to Shareholders, a
   copy of which is filed herewith as Exhibit 13.

2. Financial statement schedules:

   Schedule III - Condensed Financial Information of Registrant

   Schedules  not listed  above have been  omitted  because  they are either not
   applicable  or the required  information  has been given in the  Consolidated
   Financial Statements or notes thereto.

(b)

   Reports on Form 8-K

   The  Registrant  was not  required  to file  any  reports  on Form 8-K to the
   Securities  and Exchange  Commission  during the quarter ended  September 30,
   1997.

(c)

Exhibits:

2.1   Agreement and plan of merger  dated as of  December  14, 1997 by and among
      Piper Jaffray Companies Inc., U.S. Bancorp and Cub Acquisition Corporation
      (incorporated  by  reference  to the  Company's  Form  8-K filed  with the
      Securities and Exchange Commission dated December 19, 1997).

3.1   Restated Certificate of Incorporation  of the Registrant  (incorporated by
      reference to Exhibit 3.1 of the Registrant's  Form 10-K for the fiscal 
      year ended  September  27,  1991,  as amended by Form 8 dated  January 30,
      1992, Commission File No. 1-7421).

3.2   Bylaws of the Registrant (incorporated  by reference to Exhibit 3.2 of the
      Registrant's Form 10-K for the fiscal year ended  September  27, 1991,  as
      amended by Form 8 dated January 30, 1992, Commission File No. 1-7421).

3.3   Certificate of  Ownership  & Merger  dated  April 8,  1992,  amending  the
      Restated  Certificate  of Incorporation  of the  Registrant  to change the
      Registrant's  name  to Piper  Jaffray  Companies  Inc.   (incorporated  by
      reference  to Exhibit 3.3 to the  Registrant's  Form 10-Q for the  quarter
      ended March 27, 1992, Commission File No. 1-7421).

3.4   Order  Consenting  to  the  Withdrawal  of  a  Registration  Statement for
      Mortgage-Backed Bonds for Piper Mortgage Acceptance  Corporation, a wholly
      owned  subsidiary of the Registrant, filed May 2, 1997 with the Securities
      and Exchange Commission and Certificate of Dissolution issued June 27, 
      1997 from the State of Delaware.

4.1   Indenture dated July 19, 1988 between  Premier  Acceptance  Corporation, a
      wholly  owned  subsidiary  of the  Registrant,  as issuer, and First Trust
      National Association, as trustee, relating to the subsidiary's issuance of
      mortgage-backed  bonds (incorporated  by reference to Exhibit A to Premier
      Acceptance Corporation's Form 8-K dated July 22, 1988, Commission File
      No.'s 33-21775, 33-25070, 33-33261).*

4.2   Indenture dated  as  of  November  23,  1988  between  Premier  Acceptance
      Corporation, as issuer,  and First Bank National  Association , as trustee
      (incorporated  by   reference   to  Exhibit  4.1  to  Premier   Acceptance
      Corporation's Form 8-K dated November 23, 1988, Commission File No.'s
      33-21775, 33-25070, 33-33261).*

10.1  Amended and  Restated  Limited   Liability  Company  Agreement  among  the
      Registrant, Midland Walwyn Capital Corporation and Hercules  International
      Management l.l.c.  dated October 18, 1993.  (incorporated  by reference to
      Exhibit 10.1 of the  Registrant's  Form  10-K for the  fiscal  year  ended
      September 30, 1993, Commission File No. 1-7421).

10.2  Lease Agreement between the Registrant and OB Joint Venture II dated as of
      March 31, 1983, including  amendments  thereto through September 27, 1991,
      (portions of the lease have been omitted pursuant to Rule 24b-2 
      promulgated under the Securities  Exchange Act of 1934)  (incorporated  by
      reference to Exhibit  10.2 of the  Registrant's  Form  10-K for the fiscal
      year ended September 27, 1991, as amended by Form 8 dated January 30, 
      1992, Commission File No. 1-7421).

10.3  1983 Book Value Stock Purchase  Plan of the  Registrant  (incorporated  by
      reference to Exhibit 10.3 of the Registrant's  S-8  Registration Statement
      dated January 30, 1987, Commission File No. 33-11657).**

10.4  Deferred Compensation Plan of the Registrant (incorporated by reference to
      Exhibit 10.4 of the  Registrant's  Form  10-K for the  fiscal  year  ended
      September 27, 1991, as amended by Form 8 dated January 30, 1992, 
      Commission File No. 1-7421).**

10.6  Piper Capital  Management Incorporated  1988 Phantom Share Incentive Bonus
      Plan (incorporated by reference to Exhibit 10.6 of the  Registrant's  Form
      10-K for the fiscal year ended September  27,  1991,  as amended by Form 8
      dated February 25, 1992, Commission File No. 1-7421).**

10.7  Piper Jaffray Inc. Participating  Bonus  Agreement for Premier  Acceptance
      Corporation Transactions (incorporated by reference to Exhibit 10.7 of the
      Registrant's Form 10-K for the fiscal year ended  September  27, 1991,  as
      amended by Form 8 dated February 25, 1992, Commission File No. 1-7421).**

10.8  1993 Omnibus  Stock Plan of the  Registrant (incorporated  by reference to
      Appendix A to the Registrant's  definitive  Proxy Statement for the Annual
      Meeting of Shareholders held on January 28, 1993, Commission File No.
      1-7421).**

10.9  Piper Jaffray Companies Stock Investment Plan (incorporated by reference 
      to Exhibit 4.03 of the Registrant's Form S-8 dated June 4, 1994, 
      Commission File No. 033-53979).**

10.10 Piper  Jaffray  Companies  Inc.  1995  Executive   Performance  Bonus Plan
      (incorporated  by  reference to Appendix A to the  Registrant's definitive
      Proxy Statement for the Annual Meeting of Shareholders held on January 25,
      1995, Commission File No. 1-7421).**

10.11 Agreement to dissolve Hercules International Management, Limited Liability
      Company, between the Registrant  and Midland  Walwyn Capital  Corporation,
      dated November 16, 1995.
10.12 Piper Capital Management Incorporated 1995 Phantom Stock Option Plan.**

10.13 Pledge and Collateral Administration Agreement, between Piper Jaffray Inc.
      and Northern Trust Company, dated November 23, 1994.

10.14 Credit  Agreement,  between Piper Jaffray Inc. and Norwest Bank Minnesota,
      National Association, dated November 23, 1994.

10.15 Credit Agreement,  between  Piper  Jaffray  Inc.  and First Bank  National
      Association, dated November 23, 1994.

10.16 Credit Agreement,  between Piper Jaffray Inc. and Northern  Trust Company,
      dated November 23, 1994.

10.17 First Amendment  to Credit  Agreement,  between  Piper  Jaffray  Inc.  and
      Norwest Bank Minnesota, National Association, dated December 28, 1994.

10.18 First Amendment to Credit Agreement,  between Piper Jaffray Inc. and First
      Bank National Association, dated December 27, 1994.

10.19 First Amendment  to Credit  Agreement,  between  Piper  Jaffray  Inc.  and
      Northern Trust Company, dated December 23, 1994.

10.20 Second Amendment  to Credit  Agreement,  between  Piper  Jaffray  Inc. and
      Norwest Bank Minnesota, National Association, dated November 7, 1995.

10.21 Second Amendment to Credit Agreement, between Piper Jaffray Inc. and First
      Bank National Association, dated November 7, 1995.

10.22 Second Amendment  to Credit  Agreement,  between  Piper  Jaffray  Inc. and
      Northern Trust Company, dated November 9, 1995.

10.23 Piper Jaffray Inc. Second Century Growth Deferred Compensation Plan, dated
      September 26, 1996.**

10.24 Loan Agreement  between  Piper  Jaffray  Companies  Inc.  and  First  Bank
      National Association, dated August 27, 1996.

10.25 Fourth Amendment  to Credit  Agreement  and First  Amendment to Pledge and
      Collateral Administration  Agreement,  dated May 9,  1997,  between  Piper
      Jaffray Inc. and Norwest Bank Minnesota, N.A.

10.26 Fourth Amendment  to Credit  Agreement  and First  Amendment to Pledge and
      Collateral Administration  Agreement,  dated May 9,  1997,  between  Piper
      Jaffray Inc. and Northern Trust Company.

10.27 Fourth Amendment to Credit Agreement and Collateral  Agreement,  dated May
      9, 1997, between Piper Jaffray Inc. and First Bank National Association.
10.28 First Amendment to Credit Agreement and Collateral Agreement, dated May 9,
      1997, between Piper Jaffray Companies and First Bank National Association.

11    Statement Re: Computation of Per Share Earnings

13    1997 Annual Report to Shareholders

21    Subsidiaries of the Registrant

23    Independent Auditors' Consent

27    Financial Data Schedule


*     Premier Acceptance Corporation has filed Registration  Statements pursuant
      to which $900,000,000  in aggregate  principal  amount of  mortgage-backed
      bonds were registered  under the  Securities  Act. The bonds are issued in
      series,  pursuant  to  series  supplements  and  supplemental   indentures
      referenced in Item 14(a)(3) of Premier Acceptance  Corporation's Form 10-K
      for the fiscal year ended  September  30, 1997.  Norwest  Bank  Minnesota,
      National Association was appointed  successor Trustee under the Indentures
      in 1991.

**    Management contract or  compensatory  plan or  arrangement  required to be
      filed as an exhibit to this Form 10-K.



<PAGE>



                                        SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
     Act of 1934, the Registrant has duly caused this report to be signed on its
     behalf by the undersigned, thereunto duly authorized.

                                  Piper Jaffray Companies Inc.
                                    (Registrant)
Dated: December 29, 1997
                            By:

                            /s/Addison Piper
                            Addison L. Piper
                            Chairman and Chief Executive Officer, and Director


                            /s/Deborah K. Roesler
                            Deborah K. Roesler
                            Managing Director and Chief Financial Officer


                            /s/Sandra G. Sponem
                            Sandra G. Sponem
                            Managing Director and Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed  below by the  following  persons in the  capacities  and on the
dates indicated:

Signature                    Title           Signature                     Title

/s/Ralph W. Burnet        Director           /s/Christopher E. Clouser  Director
Ralph W. Burnet                              Christopher E. Clouser


/s/Susan E. Engel         Director           /s/Kathy Halbreich         Director
Susan E. Engel                               Kathy Halbreich


                          Director           /s/David Stanley           Director
Robert S. Slifka                             David Stanley


Dated:  December 29, 1997                    /s/Andrew S. Duff          Director
                                             Andrew Duff


<PAGE>


                               INDEPENDENT AUDITORS' REPORT








Board of Directors
Piper Jaffray Companies Inc.
Minneapolis, Minnesota


We have audited the consolidated financial statements of Piper Jaffray Companies
Inc. and  subsidiaries  as of September  30, 1997 and 1996,  and for each of the
three years in the period ended  September 30, 1997,  and have issued our report
thereon dated  November 5, 1997;  such  consolidated  financial  statements  and
report  are  included  in  your  1997  Annual  Report  to  Shareholders  and are
incorporated  herein by  reference.  Our  audits  also  included  the  financial
statement  schedule of Piper Jaffray Companies Inc. and subsidiaries,  listed in
Item 14(a)2.  This financial  statement  schedule is the  responsibility  of the
Company's  management.  Our responsibility is to express an opinion based on our
audits. In our opinion,  such financial statement  schedule,  when considered in
relation  to the  basic  consolidated  financial  statements  taken  as a whole,
presents fairly in all material respects the information set forth therein.




/s/Deloitte & Touche LLP

Minneapolis, Minnesota
November 5, 1997

<PAGE>


                                                                    Schedule III
                          PIPER JAFFRAY COMPANIES INC.
                               Parent Company Only

                             (Dollars in thousands)

                       Condensed Statements of Operations
<TABLE>

                                                Year Ended September 30,
                                        ----------------------------------------
                                            1997          1996          1995
                                        ------------  ------------  ------------
Revenue
<S>                                      <C>           <C>           <C>

     Interest income                     $      264    $       36    $      839
     Land and facilities rental                 263         1,452           896
                                        ------------  ------------  ------------
                                                527         1,488         1,735

Expense
     Compensation                            20,340        15,240        11,176
     Interest expense                         3,438         3,030            35
     Loss on investments                        283           432         1,103
     Occupancy                               10,502         9,784         7,648
     Communications                           1,921         1,351           652
     Travel and promotional                   1,600         1,364         1,178
     Professional fees                        4,314         4,454         1,804
     PJIGX settlement, net                        -             -        56,090
     Other operating expense
        including settlements                59,901        54,055        20,026
                                        ------------  ------------  ------------
                                            102,299        89,710        99,712

     Holding Company Management Fee         (43,199)      (34,254)      (26,777)
                                        ------------  ------------  ------------

Loss before income taxes and equity in
     earnings of subsidiaries               (58,573)      (53,968)      (71,200)

Income tax benefit                          (21,672)      (21,047)      (27,468)
                                        ------------  ------------  ------------

Loss before equity in earnings of
  subsidiaries                              (36,901)      (32,921)      (43,732)

Equity in earnings of subsidiaries           37,855        40,217        29,614
                                        ------------  ------------  ------------
Net income (loss)                        $      954    $    7,296    $  (14,118)
                                        ============  ============  ============
</TABLE>

Certain  reclassifications  have been made to prior year financial statements to
reflect current year presentation.


<PAGE>


                                                                    Schedule III
                          PIPER JAFFRAY COMPANIES INC.
                               Parent Company Only

                             (Dollars in thousands)

                   Condensed Statements of Financial Condition
<TABLE>

                                                             September 30,
                                                      --------------------------
                                                          1997          1996
                                                      ------------  ------------
ASSETS
<S>                                                    <C>           <C>
     Cash                                              $        2    $        2
     Investments in subsidiaries                          261,995       228,988
     Equipment and leasehold improvements                   9,533         9,975
     Firm investments, at estimated market value            1,808         2,323
     Advances to subsidiaries                                   -         4,379
     Deferred income tax assets                            31,472        21,274
     Other assets                                           2,745        14,603
                                                      ------------  ------------
                                                          307,555       281,544
                                                      ============  ============

LIABILITIES AND SHAREHOLDERS' EQUITY
     Short-term borrowings                                      -        30,000
     Employee compensation                                 27,228        26,238
     Advances from subsidiaries                            33,687             -
     Other liabilities and payables                        75,077        58,481
                                                      ------------  ------------
                                                          135,992       114,719
                                                      ------------  ------------
     Shareholders' equity:
          Common stock                                     18,754        18,198
          Additional paid-in capital                       28,237        19,432
          Retained earnings                               124,586       129,201
          Treasury stock, at cost                             (14)           (6)
                                                      ------------  ------------
                                                          171,563       166,825
                                                      ------------  ------------
                                                       $  307,555    $  281,544
                                                      ============  ============

</TABLE>

Certain  reclassifications  have been made to prior year financial statements to
reflect current year presentation.




<PAGE>


                                                                    Schedule III
                               PIPER JAFFRAY COMPANIES INC.
                                   Parent Company Only

                                  (Dollars in thousands)

                            Condensed Statements of Cash Flows
<TABLE>

                                               Year Ended September 30,
                                        ----------------------------------------
                                           1997          1996          1995
                                        ------------  ------------  ------------
<S>                                       <C>           <C>           <C>
Operating activities:
Net loss before earnings in subsidiaries  $ (36,901)    $ (32,921)    $ (43,732)
Adjustments to reconcile net loss to
     net cash provided by (used in)
     operating activities:
        Depreciation and amortization         3,092         3,434         2,101
        Deferred income taxes               (10,197)       11,644       (32,918)
        Decrease (increase) in:
           Advances to (from) subsidiaries   38,066        20,945       (17,817)
           Firm investments                     515           696        10,078
        Increase (decrease) in:
           Employee compensation                990         7,417         1,198
           Dividends received from
             subsidiaries                     5,569         5,401         5,177
           Other                             28,454       (44,027)       85,453
                                        ------------  ------------  ------------
        Net cash provided by
          (used in) operating activities     29,587       (27,411)        9,540

Investing activities:
     Other changes in investments in
       subsidiaries                            (721)            -         2,323
     Net additions to equipment and
       leaseholds                            (2,651)       (6,393)       (3,902)
                                        ------------  ------------  ------------
        Net cash used in
          investing activities               (3,371)       (6,393)       (1,579)
                                        ------------  ------------  ------------

Financing activities:
     Short-term borrowings                  (30,000)       30,000       (10,000)
     Net common stock issued                 15,138        12,840         7,576
     Dividends paid                          (5,569)       (5,401)       (5,177)
     Acquisition of treasury stock           (5,785)       (3,635)         (360)
                                        ------------  ------------  ------------
        Net cash (used in) provided by
          financing activities              (26,216)        33,804       (7,961)
                                        ------------  ------------  ------------
Increase in cash                                  -             -             -
Cash at beginning of year                         2             2             2
                                        ------------  ------------  ------------
Cash at end of year                       $       2     $       2     $       2
                                        ============  ============  ============
</TABLE>

Certain  reclassifications  have been made to prior year financial statements to
reflect current year presentation.



<PAGE>


<TABLE>
<CAPTION>
Exhibit   Description of Exhibit                                                Form of Filing
<S>       <C>                                                                   <C>                                               
2.1       Agreement  and plan of merger dated as of December 14, 1997 by and
          among Piper Jaffray  Companies Inc., U.S.  Bancorp and Cub Acquisition
          Corporation (incorporated by reference to the Company's Form 8-K filed
          with the Securities and Exchange Commission dated December 19, 1997).

3.1       Restated Certificate of Incorporation of the Registrant  (incorporated
          by  reference  to Exhibit  3.1 of the  Registrant's  Form 10-K for the
          fiscal  year  ended  September  27,  1991,  as amended by Form 8 dated
          January 30, 1992, Commission File No. 1-7421).

3.2       Bylaws of the Registrant  (incorporated by reference to Exhibit 3.2 of
          the  Registrant's  Form 10-K for the fiscal year ended  September  27,
          1991, as amended by Form 8 dated January 30, 1992, Commission File No.
          1-7421).

3.3       Certificate  of Ownership & Merger  dated April 8, 1992,  amending the
          Restated  Certificate of Incorporation of the Registrant to change the
          Registrant's  name to Piper Jaffray  Companies Inc.  (incorporated  by
          reference to Exhibit 3.3 to the Registrant's Form 10-Q for the quarter
          ended March 27, 1992, Commission File No.
          1-7421).

3.4       Order  Consenting to the  Withdrawal of a  Registration  Statement for
          Mortgage-Backed  Bonds for Piper Mortgage  Acceptance  Corporation,  a
          wholly owned subsidiary of the Registrant,  filed May 2, 1997 with the
          Securities  and Exchange  Commission  and  Certificate  of Dissolution
          issued June 27, 1997 from the State of Delaware.

4.1       Indenture dated July 19, 1988 between Premier Acceptance  Corporation,
          a wholly owned  subsidiary  of the  Registrant,  as issuer,  and First
          Trust National Association,  as trustee,  relating to the subsidiary's
          issuance  of  mortgage-backed  bonds  (incorporated  by  reference  to
          Exhibit A to Premier Acceptance  Corporation's Form 8-K dated July 22,
          1988, Commission File No.'s 33-21775, 33-25070, 33-33261).*

4.2       Indenture  dated as of November  23, 1988 between  Premier  Acceptance
          Corporation,  as issuer,  and First  Bank  National  Association  , as
          trustee   (incorporated   by  reference  to  Exhibit  4.1  to  Premier
          Acceptance  Corporation's Form 8-K dated November 23, 1988, Commission
          File No.'s 33-21775, 33-25070, 33-33261).*

10.1      Amended and Restated  Limited  Liability  Company  Agreement among the
          Registrant,   Midland   Walwyn   Capital   Corporation   and  Hercules
          International  Management l.l.c.  dated October 18, 1993 (incorporated
          by  reference to Exhibit  10.1 of the  Registrant's  Form 10-K for the
          fiscal year ended September 30, 1993, Commission File No. 1-7421).

10.2      Lease  Agreement  between the Registrant and OB Joint Venture II dated
          as of March 31, 1983,  including  amendments thereto through September
          27, 1991,  (portions  of the lease have been omitted  pursuant to Rule
          24b-2  promulgated   under  the  Securities   Exchange  Act  of  1934)
          (incorporated  by reference to Exhibit 10.2 of the  Registrant's  Form
          10-K for the fiscal year ended  September 27, 1991, as amended by Form
          8 dated January 30, 1992, Commission File No. 1-7421).

10.3      1983 Book Value Stock Purchase Plan of the Registrant (incorporated by
          reference  to  Exhibit  10.3  of  the  Registrant's  S-8  Registration
          Statement dated January 30, 1987, Commission File No. 33-11657).**

10.4      Deferred   Compensation  Plan  of  the  Registrant   (incorporated  by
          reference to Exhibit 10.4 of the Registrant's Form 10-K for the fiscal
          year ended  September 27, 1991, as amended by Form 8 dated January 30,
          1992, Commission File No. 1-7421).**

10.6      Piper Capital  Management  Incorporated  1988 Phantom Share  Incentive
          Bonus  Plan   (incorporated  by  reference  to  Exhibit  10.6  of  the
          Registrant's  Form 10-K for the fiscal year ended  September 27, 1991,
          as amended by Form 8 dated  February  25,  1992,  Commission  File No.
          1-7421).**

10.7      Piper  Jaffray  Inc.   Participating   Bonus   Agreement  for  Premier
          Acceptance  Corporation  Transactions  (incorporated  by  reference to
          Exhibit 10.7 of the  Registrant's  Form 10-K for the fiscal year ended
          September  27,  1991,  as amended by Form 8 dated  February  25, 1992,
          Commission File No. 1-7421).**

10.8      1993 Omnibus Stock Plan of the Registrant  (incorporated  by reference
          to Appendix A to the  Registrant's  definitive Proxy Statement for the
          Annual Meeting of  Shareholders  held on January 28, 1993,  Commission
          File No. 1-7421).**

10.9      Piper  Jaffray  Companies  Stock  Investment  Plan   (incorporated  by
          reference to Exhibit 4.03 of the  Registrant's  Form S-8 dated June 4,
          1994, Commission File No. 033-53979).**

10.10     Piper Jaffray  Companies  Inc. 1995 Executive  Performance  Bonus Plan
          (incorporated   by  reference  to  Appendix  A  to  the   Registrant's
          definitive Proxy Statement for the Annual Meeting of Shareholders held
          on January 25, 1995, Commission File No. 1-7421).**

10.11     Agreement  to  dissolve  Hercules  International  Management,  Limited
          Liability  Company,  between the Registrant and Midland Walwyn Capital
          Corporation, dated November 16, 1995.

10.12     Piper  Capital  Management  Incorporated  1995  Phantom  Stock  Option
          Plan.**

10.13     Pledge and Collateral Administration Agreement,  between Piper Jaffray
          Inc. and Northern Trust Company, dated November 23, 1994.

10.14     Credit  Agreement,   between  Piper  Jaffray  Inc.  and  Norwest  Bank
          Minnesota, National Association, dated November 23, 1994.

10.15     Credit  Agreement,  between Piper Jaffray Inc. and First Bank National
          Association, dated November 23, 1994.

10.16     Credit  Agreement,  between  Piper  Jaffray Inc.  and  Northern  Trust
          Company, dated November 23, 1994.

10.17     First  Amendment to Credit  Agreement,  between Piper Jaffray Inc. and
          Norwest Bank Minnesota, National Association, dated December 28, 1994.

10.18     First  Amendment  to Credit  Agreement,  between  First Bank  National
          Association, dated December 27, 1994.

10.19     First Amendment to Credit  Agreement,  between Northern Trust Company,
          dated December 23, 1994.

10.20     Second Amendment to Credit  Agreement,  between Piper Jaffray Inc. and
          Norwest Bank Minnesota, National Association, dated November 7, 1995.

10.21     Second Amendment to Credit  Agreement,  between Piper Jaffray Inc. and
          First Bank National Association, dated November 7, 1995.

10.22     Second Amendment to Credit  Agreement,  between Piper Jaffray Inc. and
          Northern Trust Company, dated November 9, 1995.

10.23     Piper Jaffray Inc. Second Century Growth Deferred  Compensation  Plan,
          dated September 26, 1996.**

10.24     Loan  Agreement  between Piper Jaffray  Companies  Inc. and First Bank
          National Association, dated August 27, 1996.

10.25     Fourth  Amendment to Credit  Agreement  and First  Amendment to Pledge
          and Collateral  Administration  Agreement,  dated May 9, 1997, between
          Piper Jaffray Inc. and Norwest Bank Minnesota, N.A.

10.26     Fourth  Amendment to Credit  Agreement  and First  Amendment to Pledge
          and Collateral  Administration  Agreement,  dated May 9, 1997, between
          Piper Jaffray Inc. and Northern Trust Company.

10.27     Fourth Amendment to Credit Agreement and Collateral  Agreement,  dated
          May 9, 1997,  between  Piper  Jaffray  Inc.  and First  Bank  National
          Association.

10.28     First Amendment to Credit  Agreement and Collateral  Agreement,  dated
          May 9, 1997,  between Piper Jaffray  Companies and First Bank National
          Association.

11        Statement Re: Computation of Per Share Earnings                       electronic
                                                                                transmission

13        1997 Annual Report to Shareholders                                    electronic
                                                                                transmission

21        Subsidiaries of the Registrant                                        electronic
                                                                                transmission

23        Independent Auditors' Consent                                         electronic
                                                                                transmission

27        Financial Data Schedule                                               electronic
                                                                                transmission
</TABLE>

*    Premier Acceptance  Corporation has filed Registration  Statements pursuant
     to which  $900,000,000  in aggregate  principal  amount of  mortgage-backed
     bonds were  registered  under the  Securities  Act. The bonds are issued in
     series  pursuant  to  series   supplements  and   supplemental   indentures
     referenced in Item 14(a)(3) of Premier  Acceptance  Corporation's Form 10-K
     for the fiscal year ended  September  30,  1997.  Norwest  Bank  Minnesota,
     National  Association was appointed  successor Trustee under the Indentures
     in 1991.

**   Management  contract or  compensatory  plan or  arrangement  required to be
     filed as an exhibit to this Form 10-K.