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, 1996

                                   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. [ ]

As of  November  29,  1996,  18,202,349  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  $137,976,000  (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         "Market Prices and Dividends Per
      Common Equity and Related         Share" from the Annual Report to
      Shareholder Matters               Shareholders for the fiscal year
                                        ended September 30, 1996 (the
                                        "1996 Annual Report")

Item 6. Selected Financial Data         "Financial Summary" from the
                                        1996 Annual Report

Item 7. Management's Discussion and     "Management's Financial Discussion"
      Analysis of Financial Condition   from the 1996 Annual Report
      and Results of Operation

Item 8. Financial Statements and        "Consolidated Financial Statements"
      Supplementary Data                and "Summary of Quarterly Results"
                                        from the 1996 Annual Report

PART III

Item 10. Directors and Executive       "Election  of  Directors" on pages 2-3
         Officers of the Registrant     and "Compliance with Reporting Require-
                                        ments"  on page  12 of the  Registrant's
                                        definitive   Proxy   Statement  for  the
                                        Annual  Meeting  of  Shareholders  to be
                                        held on  January  22,  1997  (the  "1997
                                        Proxy Statement") and to be filed within
                                        120 days after the  Registrant's  fiscal
                                        year ended September 30, 1996

Item 11. Executive Compensation         "Executive  Compensation" on pages 6-10
                                        of the 1997 Proxy Statement

Item 12. Security Ownership of Certain  "Equity Securities Beneficially
      Beneficial Owners and             Owned by Directors and Executive
      Management                        Officers" on page 5 of the 1997
                                        Proxy Statement

Item 13. Certain Relationships and      "Transactions with Directors and
      Transactions                      Officers" on page 12 of the 1997
                                        Proxy Statement
PART IV

Item 14.(a):

1.  Consolidated Financial Statements   "Consolidated Financial Statements"
                                        from the 1996 Annual Report to
                                        Shareholders, included in Exhibit
                                        13 filed herein

2.  Financial Statement Schedules       "Summary of Quarterly Results" from
     Selected Quarterly Financial Data  the 1996 Annual Report to
                                        Shareholders, included in Exhibit 13
                                        filed herein


<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);  and  Premier  Acceptance  Corporation  (Premier),  an issuer of
mortgage-backed bonds.

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  and  futures  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,  Minneapolis  Grain
Exchange, and the New York Futures Exchange.

As of September 30, 1996 Piper Jaffray had 78 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  mutual funds.  As of September 30, 1996,  Piper Capital's total assets
under management were approximately $9.1 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 13 common and  collective  funds and had $1.0  billion in client
assets under trust as of September 30, 1996.

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, 1996,  the
Company had $45.3 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.




Sources of Revenues

Commissions

Piper  Jaffray  charges  a  brokerage  commission  when  acting as agent for the
purchaser or seller of a security or futures contract. 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 futures and option
contracts.  These transactions are effected through correspondent brokers. 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 mutual 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  417  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 107 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 mutual 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 and fiduciary accounts.

Piper  Capital  effects  a wide  range of  securities  transactions  in  managed
accounts as well as within managed mutual 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,  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.


Employees

As of September 30, 1996, the Company,  Piper  Jaffray,  Piper Capital and Piper
Trust had 291, 2,538, 125 and 37 full-time employees,  respectively. Premier has
no  employees.  As of  September  30, 1996 there were 1,223  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, 150 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.  Certain reclassifications have been made to prior
year financial  statements of the Company,  included herein,  to reflect current
year presentation.

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,  1996,  Piper  Jaffray's  net  capital  under the Rule was $122.8
million or 23% 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.

Piper Capital is subject to capital  requirements  in several states in which it
is  registered  as  an  investment  adviser.  Under  requirements  of  the  most
restrictive state, excess net capital was $2.6 million at September 30, 1996.

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.


Item 2. Properties

The Company  currently  conducts  its  operations  through 79 retail and capital
markets offices in 17 states and London, U.K. All of its offices are leased with
various  expiration  dates through 2006. See Note 7 of the Notes to Consolidated
Financial Statements filed herein for information concerning leases.


Item 3. Legal Proceedings

The Company is currently a defendant in lawsuits and arbitrations and is subject
to  regulatory  inquiries  related to various  funds or assets  managed by Piper
Capital. In addition, management is aware of unasserted claims which may contain
similar  allegations.  The Company is also a defendant  in a case  involving  an
underwriting  of Bonneville  Pacific  Corporation by Piper Jaffray.  The Company
intends to defend or, in some cases,  negotiate to settle these  actions.  It is
impossible  to predict the outcome of these  actions,  and, at the present time,
the effect of these actions on the consolidated  financial  statements cannot be
determined.  Accordingly,  no  provision  for  losses  that may  result has been
recorded in the consolidated  financial statements.  However, the aggregate cost
of litigation and any judgments,  settlements or regulatory  action  relating to
these cases could have a material adverse effect on the  consolidated  financial
statements.

The Company is involved in various other lawsuits or  arbitrations or threatened
lawsuits or arbitrations  incidental to its securities  business.  Management of
the Company,  after consultation with counsel,  believes the resolution of these
various  lawsuits,  arbitrations and claims will have no material adverse effect
on the consolidated financial statements.

The following  actions,  individually or when  aggregated with similar  actions,
make claims for a material amount and are described in more detail below:


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

1.  Institutional Government Income Portfolio

a.  Lawsuits Brought by Investors in the  Institutional  Government  Income
    Portfolio.

    The  following  actions have been brought by investors in the  Institutional
    Government   Income   Portfolio,   managed  by  Piper   Capital   Management
    Incorporated   (Piper  Capital).   Plaintiffs  in  these  actions  requested
    exclusion from a previously  settled  consolidated class action, In re Piper
    Funds Inc. Institutional Government Income Portfolio (United States District
    Court,  District  of  Minnesota)  ("PJIGX  action").  The PJIGX  action  had
    included  claims  based on  allegations  of  misrepresentation  and improper
    management.  The Court  granted  final  approval  to the  settlement  of the
    consolidated  class action on December 14, 1995.  The claims  alleged in the
    following  actions are similar to the claims  which had been  alleged in the
    PJIGX action.

    Frank R.  Berman,  Trustee of Frank R. Berman  Professional  CP Pension
    Plan Trust v. Piper Jaffray Inc.,  Piper Fund,  Inc.,  Morton Silverman
    and Worth Bruntjen (Minnesota State District Court, Hennepin County).

    Action  commenced  on April 11,  1995 in  Minnesota  State  District  Court,
    Hennepin  County.  This action was removed to United States  District Court,
    District of Minnesota.  Plaintiff seeks monetary damages, plus interest, and
    attorneys'  fees and  costs.  The  Complaint  does not  specify an amount of
    damages sought.

    Beverly Muth vs. Piper  Jaffray  Inc. and Teresa L.  Darnielle  (Montana
    Thirteenth Judicial District Court, Yellowstone County).

    Action commenced on June 22, 1995.  Plaintiff seeks monetary damages of over
    $12,000,  a sum to be determined at trial for extreme emotional distress and
    an award of punitive damages.

b.  Arbitrations  Brought by Investors in Institutional  Government  Income
    Portfolio.

    The  following  arbitrations,  commenced by  investors in the  Institutional
    Government Income Portfolio, are based on claims similar to the claims which
    had been  alleged  in the  PJIGX  action.  Claimants  in these  arbitrations
    requested exclusion from the settlement class in the PJIGX action.

    Fredrikson & Byron,  P.A., Bertin A. Bisbee,  William J. Brody, John P.
    Byron,  and Richard R. Hansen,  as Trustees of the  Fredrikson & Byron,
    P.A.  Money  Purchase  Pension  Plan,  Fredrikson & Byron,  P.A.  Money
    Purchase  Pension Trust,  Fredrikson & Byron,  P.A. Profit Sharing Plan
    and  Fredrikson & Byron,  P.A.  Profit  Sharing  Trust v. Piper Jaffray
    Incorporated,  Piper Capital Management  Incorporated,  Worth Bruntjen,
    and   John   Gibas   (National   Association   of   Securities   Dealers
    Arbitration).

    Claim filed  November  11, 1994.  Claimants  seek to recover in excess of $1
    million.

    Eric Wade Compton Russell v. Piper Funds Inc. Institutional  Government
    Income Portfolio, Piper Capital Management Incorporated,  Piper Jaffray
    Inc.,  Piper  Jaffray  Companies  Inc. and Edwin Johnson (New York Stock
    Exchange Arbitration).

    Claim filed June 13, 1995. Claimant seeks to recover in excess of $37,500.

    Hart v. Piper Jaffray Inc.  (National  Association of Securities Dealers
    Arbitration).

    Claim  filed  December  28,  1995.  Claimant  seeks to  recover in excess of
    $804,629.

    North  Dakota  State  College of Science  Foundation  v. Piper  Capital
    Management   Incorporated,   Piper  Jaffray  Inc.  and  Piper  Jaffray
    Companies   Inc.    (National    Association   of   Securities   Dealers
    Arbitration).

    Claim filed January 8, 1996. Claimant seeks to recover compensatory damages,
    attorneys' fees, costs and punitive damages in an unspecified amount.

    Catholic  Charities  of the  Diocese  of Winona v.  Piper  Jaffray  Inc.
    (National Association of Securities Dealers Arbitration).

    Claim  filed  January  15,  1996.  Claimant  seeks to  recover  in excess of
    $377,271.

    Fairview  Hospital  v. Piper  Capital  Management  Incorporated,  Piper
    Jaffray Inc. and Piper Jaffray Companies Inc.  (National  Association of
    Securities Dealers Arbitration).

    Claim  filed  March 1,  1996.  Claimant  seeks to  recover in excess of $1.5
    million.

    Lummi Indian  Business  Council v. Piper Jaffray Inc. and Piper Capital
    Management  Incorporated  (National  Association  of Securities  Dealers
    Arbitration).

    Claim  filed  June 13,  1996.  Claimant  seeks to  recover in excess of $1.7
    million.

    City of Eden Prairie v. Piper Capital  Management,  Piper Jaffray Inc.,
    Piper Jaffray  Companies Inc. and Worth Bruntjen  (National  Association
    of Securities Dealers Arbitration).

    Claim  filed  June 12,  1996.  Claimant  seeks to  recover  in  excess of $1
    million.



2.  Adjustable Rate Term Trusts

a.  The following  action has been brought by an investor in the Adjustable Rate
    Term Trusts.  Plaintiff in this action requested exclusion from a previously
    settled consolidated class action, Gordon et al. v. American Adjustable Rate
    Term Trust 1996 et al. The Court granted final approval to the settlement of
    the consolidated  class action on August 23, 1996, and the effective date of
    the settlement was September 23, 1996.

    Willis Short,  II v. Piper  Jaffray Inc. and Piper  Capital  Management
    Incorporated (Superior Court of California, County of San Diego.)

    Plaintiff  served a complaint on October 11, 1996 alleging common law claims
    for fraud,  breach of  contract,  breach of fiduciary  duty and  negligence.
    Plaintiff seeks to recover in excess of $500,000 in compensatory damages and
    punitive damages.

b.  Arbitration  Claims Brought by Investors in Adjustable Rate Term Trusts
    and Other Funds

    The following  arbitrations have been brought by investors in the Adjustable
    Rate Term Trusts and other funds.  Claimants in these arbitrations requested
    exclusion from the previously settled consolidated class action,  Gordon, et
    al. v. American Adjustable Rate Term Trust 1996, et al.

    William J. Kenney v. John P. Murphy,  Piper  Capital  Management  Inc.,
    and  Kemper  Securities,   Inc.  (National   Association  of  Securities
    Dealers Arbitration).

    Claim filed  February  24,  1995.  Claimant  seeks to recover  approximately
    $97,500.

    William C.  Schwenck v. Piper  Jaffray  Inc.  (National  Association  of
    Securities Dealers Arbitration).

    Claim filed July 17, 1996. Claimant seeks to recover in excess of $100,000.

    David L. G.  Willats  and  Dixie  Lea  Willats  v.  Piper  Jaffray  Inc.
    (National Association of Securities Dealers Arbitration).

    Claim filed July 25, 1996. Claimant seeks to recover in excess of $62,000.

    Robert M. Matthews,  Sue B. Matthews,  Trustee, and Jean Myers v. Piper
    Jaffray  and  Stephen  Driever   (National   Association  of  Securities
    Dealers Arbitration).

    Claim  filed  November  18,  1996.  Claimant  seeks to  recover in excess of
    $31,645.

3.  American  Strategic  Income Portfolio Inc. I, II, and III (ASP, BSP and
    CSP,  respectively),  American Select  Portfolio Inc.  (SLA),  American
    Opportunity  Income Fund Inc. (OIF),  American  Government  Income Fund
    Inc. (AGF),  American  Government Income Portfolio Inc. (AAF) and other
    named funds.

a.  The  following  actions have been brought by investors in one or more of
    the above-mentioned funds.

    Gary E. Nelson, et al. v. American Strategic Income Portfolio Inc.-II, Piper
    Jaffray Companies Inc., Piper Capital Management Incorporated, Piper Jaffray
    Inc.,  Worth Bruntjen,  Charles Hayssen,  Michael Jansen,  William Ellis and
    Edward  Kohler  (United  States   District   Court,   Western   District  of
    Washington).

    Christian  Fellowship   Foundation  Peace  United  Church  of  Christ,
    Roseville  Firefighter's  Relief  Association,  William J. and  Florence B.
    Cohen, John and Shirley Breitner,  Gary E. Nelson and Lloyd Schmidt, et al.
    v. American  Government Income Portfolio,  Inc., American Government Income
    Fund Inc.,  American  Government Term Trust Inc., American Strategic Income
    Portfolio Inc.,  American  Strategic  Income  Portfolio  Inc.-II,  American
    Strategic Income Portfolio Inc.-III, American Opportunity Income Fund Inc.,
    American Select Portfolio Inc., Piper Jaffray Companies Inc., Piper Capital
    Management  Inc.,  Piper Jaffray Inc.,  Worth  Bruntjen,  Charles  Hayssen,
    Michael  Jansen,  William  H.  Ellis and Edward J.  Kohler  (United  States
    District Court, Western District of Washington).

    Plaintiff  Nelson, an investor in BSP, filed a putative class action lawsuit
    on June 28,  1995.  Nelson also was an  investor in OIF,  and filed a second
    putative  class  action  lawsuit on July 12,  1995.  On  September  7, 1995,
    Plaintiffs Nelson, et al. filed an Amended Complaint alleging claims against
    eight funds and various individuals and entities, which included many of the
    allegations contained in the previous two putative class action lawsuits, as
    well  as new  allegations.  By  Order  filed  October  5,  1995,  the  Court
    consolidated  the two putative  class action  lawsuits.  Plaintiffs  filed a
    Second Amended  Complaint on February 5, 1996, and a Third Amended Complaint
    on June 4, 1996.  Plaintiffs seek to represent a global class of persons who
    purchased  shares in the eight funds  during the period May 25, 1988 through
    May 1, 1995, as well as certain subclasses.

    With respect to some or all of the subclasses,  Plaintiffs allege violations
    of Sections 11, 12(2) and 15 of the Securities Act of 1933 (Securities Act);
    Sections 10(b) and 20(a) of the Securities  Exchange Act of 1934 (Securities
    Exchange Act) and Rule 10b-5 promulgated thereunder;  Sections 13(a), 34(b),
    and  36(b)  of  the  Investment  Company  Act;  certain  subsections  of the
    Racketeer Influenced and Corrupt  Organizations Act ("RICO"),  18 U.S.C. ss.
    1962 based on alleged predicate acts of mail fraud,  wire fraud,  interstate
    transportation  of money obtained  through  fraud,  and fraud in the sale of
    securities; the Washington State Securities Act; and the Washington Consumer
    Protection  Act.  Plaintiffs  may also  purport to allege  claims  under the
    common law of  negligent  misrepresentation  and breach of  fiduciary  duty.
    Under some or all of the  claims,  plaintiffs  seek  rescission  or monetary
    damages,  treble damages,  attorney's fees,  prejudgment interest and costs.
    The Third Amended  Complaint does not specify a particular amount of damages
    sought. The defendants filed a motion to dismiss the consolidated action and
    a motion for summary judgment.

    The named  plaintiffs and defendants have reached an  agreement-in-principle
    on a proposed  settlement.  If approved by the Court, a settlement agreement
    consistent with the terms of the agreement-in-principle  would provide $15.5
    million in  payments by the  Company  and Piper  Capital  over the next four
    years.  The settlement  also includes an agreement that each of AGF, AAF and
    OIF would offer to repurchase up to 25 percent of their  outstanding  shares
    from current  shareholders at net asset value. If the discounts  between net
    asset value and market  price of these funds do not decrease to 5 percent or
    less  within  approximately  two  years  after  the  effective  date  of the
    settlement,  the fund  boards may submit  shareholder  proposals  to convert
    these funds to an open-end  format,  unless they determine that it is not in
    the shareholders' best interest to do so. Finally,  the agreement stipulates
    that  each of ASP,  BSP,  CSP and SLA  would  offer to  repurchase  up to 10
    percent of their outstanding  shares from current  shareholders at net asset
    value.

    The Ewing  Company  Profit  Sharing Plan v. Piper  Jaffray Inc.  (United
    States District Court, District of Idaho).

    Plaintiff,  an investor in the American  Adjustable Rate Term Trusts,  Inc.,
    1995, 1996, 1997, 1998, 1999, the American  Strategic Income Portfolio Inc.,
    and the American  Strategic Income Portfolio  Inc.-II,  filed this action on
    November  1, 1995.  Plaintiff  alleges  violation  of  Section  10(b) of the
    Securities  Exchange  Act of 1934 and  Rule  10b-5  promulgated  thereunder;
    violation of the Idaho Securities Act and the Idaho Consumer Protection Act;
    and common  law fraud.  Plaintiff  seeks to recover  principal  in excess of
    $90,000,  interest in excess of $32,000,  attorneys'  fees and costs and has
    reserved the right to seek punitive damages. Plaintiff has agreed to dismiss
    all claims relating to the American Adjustable Rate Term Trusts.

    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
    the American  Strategic  Income  Portfolio  Inc.-III and the Americas Income
    Trust Inc.  Plaintiff  alleges  claims of breach of contract,  breach of the
    covenant of good faith and fair dealing,  fraud and  misrepresentation.  The
    Complaint seeks compensatory  damages in an unspecified amount,  damages for
    mental and emotional distress and pain and suffering,  punitive damages, and
    costs and attorneys' fees.

    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, 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, costs and attorneys' fees.

    Kenneth  Gennerman  as  Trustee  of The  Nicole  Bowlin  Trust v. Piper
    Jaffray Inc. (Wisconsin Circuit Court, Waukesha 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,  plus 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:

    Frederick Poole and Jane Poole;  George Chapman;  Dolores  Patterson;  Craig
    Carter;  Elliott J. Ashford and Linda K. Ashford;  Elliott J. Ashford as the
    Custodian  for the  accounts of Katie  Stoltz and Zachary  Stoltz;  Linda K.
    Ashford, as custodian for the account of Shelby Ashford;  Kenneth Powers and
    Marlene Powers; Robert Ferris and William Ferris, Custodians for the account
    of Eva Ferris;  Jim Toomey and Linda Toomey;  Jeffrey Erwin and Lynda Erwin;
    Alan Citron and Kathy Citron; Mishelle Barr as the custodian for the account
    of Maria Barr;  J. Kerry Wilcox and Sally E.  Wilcox;  Willard R. Helton and
    Lenora J. Helton; Richard Austin and Joan Austin; Sydney Bannister;  F. Alan
    Boyd and Viola  Boyd;  Joseph  Brown and Wanda  Brown;  Peter Crane and Jody
    Gebbers;  Robert Fately and Regna Fately; Millard Fowler and Frankie Fowler;
    Marilyn  Gearing;  Edward  Godsey  and Nancy  Godsey;  James  Keaton;  R. L.
    McDonald;  Nora Rappe and Elmer Rappe;;  Doris Riggs; Larry Simms and Bonnie
    Simms;  Kenneth  Willig and Noreen  Willig,  as trustees  for the Kenneth A.
    Willig  1976  Trust;  Talleta  Wibmer and Helmut  Wibmer;  Susan Van Masdam;
    George Willot;  Teresa Smith; Betty Wick; Susan Wick; Velma Donelly v. Piper
    Jaffray & Hopwood  Incorporated;  Piper  Capital  Management  Inc;  American
    Strategic Income  Portfolio,  Inc., I; American  Strategic Income Portfolio,
    Inc., II; American Strategic Income Portfolio,  III; American Select,  Inc.;
    Piper Jaffray  Companies Inc.; Piper Jaffray Inc.; and Mike Jansen (National
    Association of Securities Dealers Arbitration).

    Claim filed December 6, 1995. Claimants seek rescission or damages, interest
    and costs in an unspecified amount.

    Daniel K. Nordby and Barbara L. Rawley v. Piper  Jaffray  Inc. and Gary
    M. Petrucci (National Association of Securities Dealers Arbitration).

    Claim  filed in  February,  1995.  Claimants  seek to recover  approximately
    $31,500.

    Penny  DiRocco  v.  Piper   Jaffray  Inc.   (National   Association   of
    Securities Dealers Arbitration).

    Claim filed March 27, 1995. Claimant seeks damages in excess of $500,000.

    Kelly  E.  Andrews  v.  Piper  Jaffray  Inc.  (National  Association  of
    Securities Dealers Arbitration).

    Claim filed May 10, 1996. Claimant seeks to recover approximately $24,979.

    Mabel I.  Hines  v.  Piper  Jaffray  Inc.  and  Robert  Bliss  (National
    Association of Securities Dealers Arbitration).

    Claim filed May 16, 1996. Claimant seeks to recover approximately $25,000.

    Thomas R.  Clements  v. Piper  Jaffray  Inc.  (National  Association  of
    Securities Arbitration).

    Claim filed July 18, 1996. Claimant seeks to recover $7,275.

    Henry G. and  Barbara  S.  Kohler  Trustees  FBO  Calneva  Development
    Company Inc.,  Combined  Retirement  Trust Dated 3/1/81 v. M.L. Stern &
    Company and Piper  Jaffray  Inc.  (National  Association  of  Securities
    Dealers Arbitration).

    Claim filed August 5, 1996. Claimant seeks to recover in excess of $19,984.

    Janet Hayden v. Piper Jaffray Inc.  (National  Association of Securities
    Dealers Arbitration).

    Claim  filed  September  3,  1996.  Claimant  seeks to  recover in excess of
    $256,550.

    A.  J.  Low,  Jr.  v.  Piper  Jaffray  Inc.  (National   Association  of
    Securities Dealers Arbitration).

    Claim filed September 12, 1996. Claimant seeks to recover $10,000.

    Kenneth  W.  Nagel,  Trustee,  and  Rachel J.  Nagel,  Trustee v. Piper
    Jaffray Inc.  (National Association of Securities Dealers Arbitration).

    Claim filed November 18, 1996. Claimants seek to recover $10,000.

4.  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 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
    allege 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 engaged in negligent misrepresentation.  Plaintiffs seek rescission
    or monetary  damages,  plus  prejudgment  interest,  punitive damages "where
    appropriate,"  and attorneys' fees and costs. The Complaint does not specify
    an amount of damages sought.

    Although the plaintiffs in this consolidated  action allege that it has been
    brought as a class action,  the Court has not yet determined whether a class
    will be  certified.  The  defendants  have  filed a motion  to  dismiss  the
    consolidated action in its entirety.

5.  Managers Short Government Income Fund

a.  Robert Fleck, on behalf of himself and all others similarly situated v. The
    Managers Funds, The Managers Funds, L.P., Piper Jaffray Inc., Piper Capital
    Management  Incorporated,  Worth  Bruntjen,  Evaluation  Associates,  Inc.,
    Robert  P.  Watson,  John  E.  Rosati,  William  M.  Graulty,  Madeline  H.
    McWhinney,  Steven J.  Paggioli,  Thomas R.  Schneeweis  and Managers Short
    Government Fund, F/K/A Managers Short Government Income Fund (United States
    District Court, District of Minnesota).

    Plaintiff,  a  shareholder  of the  Managers  Short  Government  Income Fund
    ("Managers Short"), filed this putative class action lawsuit on November 18,
    1994.  Plaintiff  purports to  represent  a class of persons  who  purchased
    shares of  Managers  Short  during  the  period  from May 1,  1993,  through
    September 12, 1994.  Managers Short is a no-load,  open-end mutual fund that
    was  generally  managed by The Managers  Funds,  L.P.  Piper Capital was the
    portfolio asset manager until August 12, 1994.

    By Order filed November 24, 1995, the Court dismissed all claims against the
    Piper  Defendants  for  failure  to state a claim.  The Court  ordered  that
    plaintiff may file an amended  Complaint on or before December 20, 1995. The
    Court  denied,  in  part,  a  motion  to  dismiss  claims  asserted  against
    defendants  other than the Piper  Defendants,  including  claims for alleged
    violation of Sections 11, 12(2) and 15 of the Securities Act.

    On December 14, 1995,  plaintiff served an Amended  Complaint  alleging that
    defendants  Piper Jaffray Inc., Piper Capital 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;  Section 13(a)(3) of the Investment  Company Act; and engaged in
    common law fraud.  Plaintiff  seeks  rescission and monetary  damages,  plus
    prejudgment interest,  punitive damages if appropriate,  and attorneys' fees
    and  costs.  The  Amended  Complaint  does not  specify an amount of damages
    sought.  The Piper  Defendants  filed a motion to dismiss the claims against
    them in the Amended Complaint.

    The named plaintiff and defendants have reached an agreement-in-principle on
    a proposed  settlement.  If approved by the Court and a  sufficiently  large
    percentage of the putative class members, a settlement  agreement consistent
    with the terms of the agreement-in-principle  would provide to class members
    up to a total of $1.5 million collectively from The Managers Funds, L.P. and
    Piper Capital on the effective date of the settlement.

b.  Other  Lawsuit  Brought by Investor in the  Managers  Short  Government
    Fund and the Managers Intermediate Mortgage Fund

    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 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 for
    the Managers Short Government Fund and the Managers  Intermediate Bond Fund,
    which  are  generally  managed  by The  Managers  Funds,  L.P.  Based on the
    allegations  in  the  Complaint,   plaintiff  appears  to  fall  within  the
    definition  of the  proposed  classes in both the  Hosea/Kopelman  and Fleck
    actions described above.

    Plaintiff  alleges that the Company,  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  have 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  seek a declaration  that they bear no liability to the  Plaintiff.
    Plaintiff has brought a motion to dismiss the declaratory action.

6.  Privately Managed Accounts

    The following arbitration claim seeks recovery for accounts managed by Piper
    Capital:

    Regents of the University of Minnesota and  Ruminco, Ltd. v. Piper  Capital
    Management  Incorporated,  Piper Jaffray Inc., Piper Jaffray Companies Inc.
    and  Worth   Bruntjen   (National   Association   of   Securities   Dealers
    Arbitration).

    Claim filed  November 22, 1995.  Claimants  seek to recover over $15 million
    and  punitive  damages.  Claimants  allege  violation  of federal  and state
    securities laws,  breach of fiduciary duty,  breach of contract,  negligence
    and violation of the Minnesota Consumer Fraud Act.  Claimants'  individually
    managed accounts included investments in derivative products.


Bonneville Pacific Corporation

    Piper  Jaffray was named as one of several  defendants in a lawsuit filed in
    the United States  District  Court for the District of Utah  resulting  from
    Piper Jaffray's dealings with Bonneville Pacific Corporation ("BPCO"). Other
    defendants  include  BPCO's  attorneys,   accountants,   lenders  and  other
    investment   bankers.   BPCO  is  currently  in  Chapter  11  reorganization
    proceedings in Utah.

    The plaintiffs in the first-filed lawsuit originally brought their complaint
    as a  purported  class  action  relating to the $63.25  million  offering of
    convertible  subordinated debentures of BPCO in August 1989, for which Piper
    Jaffray was a co-managing  underwriter in a syndicate led by Kidder, Peabody
    & Co. and secondary  trading in BPCO's Common Stock from August 1989 through
    the  inception  of  BPCO's  bankruptcy  proceeding  in  December  1991.  The
    plaintiffs  in their  complaint  alleged  violations  of  federal  and state
    securities laws, common law fraud and negligent misrepresentation.  On March
    14, 1994, the  plaintiffs  filed a motion to amend their  complaint  seeking
    leave to add additional  parties and claims.  The proposed amended complaint
    seeks to add  claims  under  RICO and to expand  the class  period,  under a
    common  law fraud  theory,  to  include  the $22.5  million  initial  public
    offering of BPCO's  Common  Stock in August  1986,  for which Piper  Jaffray
    acted as the sole  underwriter,  and the $31 million  secondary  offering of
    BPCO's  Common  Stock in August  1987,  for  which  Piper  Jaffray  acted as
    co-managing underwriter. In addition to actual damages, the proposed amended
    complaint also seeks treble damages under RICO, punitive damages,  interest,
    costs and attorneys' fees. On April 29, 1994,  motions to dismiss brought by
    Piper  Jaffray  and the other  underwriter  defendants  with  respect to the
    plaintiffs' claims of violations of Section 10(b) of the Securities Exchange
    Act and Rule 10b-5 promulgated thereunder,  conspiracy, aiding and abetting,
    common-law fraud and negligent  misrepresentation were granted. The judge in
    the  case  certified  to  the  Utah  Supreme  Court  issues  related  to the
    plaintiffs'  claims under the Utah Uniform Securities Act and further denied
    plaintiffs'  March 14, 1994 motion for leave to file an amended complaint as
    premature.  The  plaintiffs  were given leave to amend all dismissed  claims
    except the  conspiracy  and aiding and abetting  claims under Section 10(b),
    which were dismissed with  prejudice.  By date of June 14, 1994,  plaintiffs
    served a second amended  complaint,  realleging claims under Sections 11 and
    15 of the Securities  Act and Section 10 of the Securities  Exchange Act and
    Rule 10b-5 promulgated thereunder.  Plaintiffs also asserted RICO claims and
    claims under the Utah Uniform  Securities  Act,  among others.  On August 2,
    1994,  Piper  Jaffray  and the other  defendants  moved to dismiss the RICO,
    Securities  Exchange  Act and Utah  Uniform  Securities  Act claims and that
    motion is pending.  In an opinion filed July 5, 1996, the Utah Supreme Court
    held that  reliance  was not an  element  of a claim  under  Utah's  Uniform
    Securities Act, but that the plaintiffs  were required to establish  privity
    with a particular  defendant  seller of  securities in order to recover from
    that defendant.

    The second lawsuit was brought by the BPCO bankruptcy  trustee.  The lawsuit
    alleged  conspiracy,  RICO,  common law fraud,  breach of fiduciary duty and
    similar theories arising out of the activities of BPCO from 1984 through the
    inception of its bankruptcy  proceeding.  The lawsuit sought actual damages,
    treble damages under RICO, punitive damages,  interest, costs and attorney's
    fees. On August 12, 1996, Piper Jaffray entered into a settlement  agreement
    with the BPCO bankruptcy  trustee providing for the payment of $10.0 million
    in settlement of all claims against Piper Jaffray.  The settlement agreement
    was  subsequently  approved by the District Court and the Bankruptcy  Court.
    Under the  terms of the  settlement  agreement,  Piper  made a $7.0  million
    payment on September 9, 1996. Two  additional  payments of $1.5 million each
    are payable in September 1997 and September 1998.


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, 1996.


<PAGE>



                                     PART II

All information required in Part II, Items 5 - 8 is contained in the 1996 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

All  information  required  in Part III,  Items 10-13 will be  contained  in the
Registrant's   definitive  Proxy  Statement  for  the  1997  Annual  Meeting  of
Shareholders, incorporated herein by reference.

                                     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 1996 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

   On March 6,  1996,  the  Company  filed a report on Form 8-K  announcing  the
   agreements  with the  National  Association  of  Securities  Dealers  and the
   Minnesota Department of Commerce related to their joint investigations of the
   Company's marketing and sale of the PJIGX fund.

   On April 23,  1996,  the Company  filed a report on Form 8-K  announcing  the
   agreement in principle to settle purported class action litigation brought on
   behalf of shareholders of the American Adjustable Rate Term Trusts.

   On June 21,  1996,  the  Company  filed a report on Form 8-K  announcing  the
   agreement in principle to settle purported class action litigation brought on
   behalf of shareholders of several closed-end funds managed by Piper Capital.

(c)

Exhibits:

  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).

  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).

  10.10Piper 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).

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

  10.12Piper Capital Management Incorporated 1995 Phantom Stock Option Plan.

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

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

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

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

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

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

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

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

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

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

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

  11   Statement Re: Computation of Per Share Earnings

  13   1996 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, 1996. Norwest Bank Minnesota,  National  Association was appointed successor
Trustee under the Indentures in 1991.



<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 20, 1996
                        By:

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


                        /s/ William H. Ellis
                        William H. Ellis
                        President, 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/ Kathy Halbreich       Director
Ralph W. Burnet                        Kathy Halbreich


                          Director                               Director
John L. McElroy, Jr.                   Robert S. Slifka


/s/ David Stanley         Director
David Stanley


Dated:  December  20, 1996


<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, 1996 and 1995,  and for each of the
three years in the period ended  September 30, 1996,  and have issued our report
thereon dated November 6, 1996 (which  includes an emphasis on a matter relating
to litigation  described in Note 8 of the  consolidated  financial  statements);
such  consolidated  financial  statements  and report are  included in your 1996
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 6, 1996

<PAGE>


                                                                    Schedule III
                          PIPER JAFFRAY COMPANIES INC.
                               Parent Company Only

                             (Dollars in thousands)

                       Condensed Statements of Operations

                             Year ended   Year ended        Year ended
                          September  30, September 30,     September 30,
                                1996          1995             1994
Revenues

  Interest income            $       36    $      839    $      460
  Land and facilities rental       1452           896           698
                                   ----           ---           ---
                                  1,488         1,735         1,158

Expenses

  Compensation                   15,240        11,176        10,872
  Interest expense                3,030            35           296
  Loss on investments               432         1,103         3,841
  Occupancy                       9,784         7,648         7,301
  Communications                  1,351           652           403
  Travel and promotional          1,364         1,178         1,774
  Professional fees               4,454         1,804         1,395
  PJIGX settlement, net               -        56,090             -
  Other operating expenses,
   including settlements         54,055        20,026         4,250
                                 ------        ------         -----
                                 89,710        99,712        30,132

Parent company management fee   (34,254)      (26,777)      (25,409)
                                -------       -------       -------
Loss before income taxes and
  equity in earnings of
  subsidiaries                  (53,968)      (71,200)       (3,565)

Income tax benefit              (21,047)      (27,468)       (1,319)
                                -------       -------        ------
Loss before equity in
  earnings of subsidiaries      (32,921)      (43,732)       (2,246)
Equity in earnings of
   subsidiaries                  40,217        29,614        27,528
                                 ------        ------        ------
Net income (loss)            $    7,296    $  (14,118)    $  25,282
                             ==========    ==========     =========

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

                                            September 30, September 30,
                                               1996         1995
ASSETS
  Cash                                      $        2   $       2
  Investments in subsidiaries                  228,988     194,172
  Equipment and leasehold improvements           9,975       7,015
  Firm investments, at estimated market value    2,323       3,019
  Advances to subsidiaries                       4,379      25,325
  Deferred income tax asset                     21,274      32,918
  Other assets                                  14,603          61
                                                ------       -----
                                            $  281,544   $ 262,512
                                            ==========   =========

LIABILITIES AND SHAREHOLDERS' EQUITY
  Short-term borrowings                     $   30,000   $       -
  Employee compensation and benefits payable    26,238      18,821
  Federal and state income taxes payable             -      19,136
  Other liabilities and payables                58,481      68,831
                                                ------      ------
                                               114,719     106,788
  Shareholders' equity:
    Common stock                                18,198      17,565
    Additional paid-in capital                  19,432      11,902
    Retained earnings                          129,201     127,306
    Treasury stock, at cost                         (6)     (1,049)
                                                ------      ------
                                               166,825     155,724
                                               -------     -------
                                            $  281,544   $ 262,512
                                            ==========   =========


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

                                         Year   ended   Year  ended  Year  ended
                                       September 30, September 30, September 30,
                                            1996          1995          1994

Operating Activities
Net loss (before equity in earnings
   of subsidiaries)........................ $(32,921)   $(43,732)   $ (2,246)
Adjustments to reconcile net loss to
  net cash provided by (used in)
  operating activities:
   Depreciation and amortization ...........   3,022       2,101       2,157
   Deferred income taxes ...................  11,644     (32,918)         -
   Decrease (increase) in:
      Advances to (from) subsidiaries ......  20,945     (17,817)     23,028
      Firm investments .....................     696      10,078      (8,850)
   Increase (decrease) in:
      Employee compensation ................   7,417       1,198     (18,301)
      Dividends received from subsidiaries..   5,401       5,177      12,233
      Other ................................ (44,027)     85,453       2,663
                                             -------      ------       -----
        Net cash (used in) provided
         by operating activities ........... (27,823)      9,540      10,684

Investing activities:
  Other changes in investments in subsidiaries     -       2,323      (1,000)
  Net additions to equipment and leaseholds ..(5,981)     (3,902)     (4,293)
                                              ------      ------      ------
      Net cash used in investing activities ..(5,981)     (1,579)     (5,293)

Financing activities:
  Short-term borrowings ......................30,000     (10,000)     10,000
  Net common stock issued ....................12,840       7,576       1,658
  Dividends paid .............................(5,401)     (5,177)    (12,233)
  Acquisition of treasury stock ..............(3,635)       (360)     (4,816)
                                              ------        ----      ------
       Net cash used in (provided by)
          financing activities ...............33,804      (7,961)     (5,391)

Increase in cash .............................     -           -           -
Cash at beginning of year ....................     2           2           2
                                              ------     -------      ------
Cash at end of year .........................$     2    $      2    $      2
                                             =======    ========    ========

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



<PAGE>





                           INDEX TO EXHIBITS

Exhibit  Description of Exhibit                               Form of Filing

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).

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).



<PAGE>


Exhibit  Description of Exhibit                               Form of Filing

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
         Nothern Trust Company, dated November 9, 1995.

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

11       Statement Re: Computation of Per Share Earnings             electronic
                                                                    transmission

13       1996 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

*        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, 1996.  Norwest Bank Minnesota, National Association
         was appointed successor Trustee under the Indentures in 1991.



<PAGE>


                                                                      Exhibit 11

                          PIPER JAFFRAY COMPANIES INC.

              STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
                  (In Thousands, Except Per Share Amounts)
                                   (Unaudited)

                                     Year Ended      Year Ended     Year Ended
                                   Sept. 30, 1996  Sept. 30, 1995 Sept. 30, 1994

PRIMARY NET INCOME (LOSS) PER SHARE:

Net income (loss)                   $     7,296    $    (14,118)   $    25,282

Average number of common and common equivalent shares outstanding:

   Average common shares outstanding     17,953          17,300         17,455
   Dilutive effect of CSE's:
      Book value plan options               175               -            312
      Executive incentive stock options     249               -            178
                                        -------          ------         ------
                                         18,377          17,300         17,945
                                        -------          ------         ------
Primary net income (loss) per share  $      .40      $     (.82)    $     1.41
                                     ==========      ==========     ==========

NET INCOME (LOSS) PER SHARE
   ASSUMING FULL DILUTION:

Net income (loss)                    $    7,296      $  (14,118)     $  25,282

Average number of common and common equivalent shares outstanding:

   Average common shares outstanding     17,953          17,300         17,455
   Dilutive effect of CSE's:
      Book value plan options               175               -            312
      Executive incentive stock options     249               -            178
                                         ------          ------         ------
                                         18,377          17,300         17,945
                                         ------          ------         ------
Fully diluted net income (loss)
     per share                        $     .40       $    (.82)     $    1.41
                                      =========       =========      =========


<PAGE>



                                                                      Exhibit 21


                          PIPER JAFFRAY COMPANIES INC.

                         SUBSIDIARIES OF THE REGISTRANT

                               September 30, 1996


                                                                Percentage
                                                                 of Voting
                                                 State of       Securities
Subsidiary Name                                Incorporation       Owned
---------------                                -------------       -----

Piper Jaffray Inc.                               Delaware          100%

Piper Jaffray International Inc. (a wholly       Delaware          100%
   owned subsidiary of Piper Jaffray Inc.)

Piper Capital Management Incorporated            Delaware          100%

Piper Trust Company                              Minnesota         100%

Premier Acceptance Corporation                   Delaware          100%

Piper Realty Management Incorporated             Delaware          100%

Piper Mortgage Incorporated                      Delaware          100%

Piper Jaffray Ventures, Inc.                     Delaware          100%

Piper Mortgage Acceptance Corporation            Delaware          100%


<PAGE>


                                                                      Exhibit 23






                          INDEPENDENT AUDITORS' CONSENT





We consent to the  incorporation  by reference in  Registration  Statements  No.
2-88699, No. 33-4542 and No. 33-11657 on Form S-8, of our reports dated November
6, 1996 (which includes an emphasis on a matter relating to litigation described
in  Note  8  of  the  consolidated   financial   statements)  appearing  in  and
incorporated  by  reference in the Annual  Report on Form 10-K of Piper  Jaffray
Companies Inc. for the fiscal year ended September 30, 1996.




/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
December 20, 1996