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

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended   December 31, 1997        Commission file number   1-7421



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


Delaware                                                              41-1233380
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)


Piper Jaffray Tower,     222 South 9th Street,   Minneapolis, Minnesota    55402
(Address of principal executive offices)                              (Zip Code)


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



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



As of December 31, 1997, 19,129,164 shares of the Registrant's common stock were
issued and outstanding.




<PAGE>



                         PIPER JAFFRAY COMPANIES INC.


                              TABLE OF CONTENTS

                                                                     Page
                                                                   Number

PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements:

                 Consolidated Statements of Financial Condition         3

                 Consolidated Statements of Operations                  4

                 Consolidated Statements of Cash Flows                  5

                 Notes to Consolidated Financial Statements             6

         Item 2. Management's Discussion and Analysis
                 of Financial Condition and Results of Operations       8


PART II. OTHER INFORMATION

         Item 1. Legal Proceedings                                     10

         Item 4. Submission of Matters to a Vote of Security Holders   10

         Item 6. Exhibits and Reports on Form 8-K                      10

         Signatures                                                    11

         Index of Exhibits                                             12

         Exhibits                                                      13





<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                          PIPER JAFFRAY COMPANIES INC.

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                      (In Thousands, Except Share Amounts)

                                                     December 31,  September 30,
                                                         1997           1997
                                                    -------------  -------------
ASSETS                                               (unaudited)
Cash ($0 and $1,361, respectively, which was
  required to be segregated under federal and 
  other regulations)                                  $   33,803     $   30,862
Receivable from other brokers and dealers                 68,112         68,802
Receivable from customers                                669,627        640,686
Trading securities owned, at market                      195,075        156,779
Securities purchased under agreements to resell           40,202         34,113
Investments pursuant to mortgage-backed bonds             37,765         39,871
Office  equipment  and leasehold  improvements,  
  at cost less accumulated  depreciation of 
  $42,624 and $44,574, respectively                       33,734         32,756
Deferred income tax asset                                 29,478         31,532
Other assets                                             103,322         96,468
                                                    -------------  -------------
                                                      $1,211,118     $1,131,869
                                                    =============  =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term borrowings                                 $  264,625     $  210,805
Checks and drafts payable                                 74,370         57,081
Payable to other brokers and dealers                     274,224        262,081
Payable to customers                                     116,455        127,513
Securities sold under agreements to repurchase            24,244         14,810
Trading securities sold, but not yet purchased,  
  at market                                               53,637         49,370
Mortgage-backed bonds payable                             38,544         40,709
Employee compensation and related taxes                   72,235         96,302
Federal and state income taxes                             4,084              -
Other accounts payable and accrued expenses               99,998        101,635
                                                    -------------  -------------
                                                       1,022,416        960,306

Shareholders' Equity
  Preferred   stock,  $1  par  value;   authorized,
    300,000 shares; none issued and outstanding                -              -
  Common   stock,   $1   par   value;   authorized,
    40,000,000 shares; 19,130,040 and 18,754,153 
    issued, respectively                                  19,130         18,754
Additional paid-in capital                                36,242         28,237
Retained earnings                                        133,356        124,586
Less treasury  stock,  at cost; 876 and 555 shares,         
  respectively                                               (26)           (14)
                                                    -------------  -------------
                                                         188,702        171,563
                                                    -------------  -------------
                                                      $1,211,118     $1,131,869
                                                    =============  =============

          See accompanying notes to consolidated financial statements.


<PAGE>




                          PIPER JAFFRAY COMPANIES INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In Thousands, Except Per Share Amounts)
                                   (Unaudited)

                                                          Three Months Ended
                                                              December 31,
                                                       ------------------------
                                                            1997        1996
                                                       ------------------------
REVENUE:
  Commissions                                             $ 61,599    $ 46,415
  Profits on principal transactions                         37,184      43,742
  Investment banking                                        29,981      20,937
  Interest income                                           14,785      12,290
  Asset management fees                                     10,046       8,905
  Other                                                     10,110       6,540
                                                       ------------------------
      Total revenue                                        163,705     138,829
  Interest expense                                           7,593       6,155
                                                       ------------------------
      Net revenue                                          156,112     132,674

NON-INTEREST EXPENSE:
  Employee compensation                                    103,077      86,036
  Floor brokerage and clearance                              3,128       2,260
  Occupancy and equipment                                   10,473       9,417
  Communications                                             6,032       5,546
  Travel and promotional                                     4,946       4,251
  Other operating expense                                   11,729      22,181
                                                       ------------------------
      Total expense                                        139,385     129,691
                                                       ------------------------
Income before income taxes                                  16,727       2,983
Income taxes                                                 6,523       1,163
                                                       ------------------------
Net income                                                $ 10,204    $  1,820
                                                       ========================


Earnings per share, assuming dilution                     $    .51    $    .10

Basic earnings per share                                  $    .54    $    .10


           See accompanying notes to consolidated financial statements


<PAGE>


                          PIPER JAFFRAY COMPANIES INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)
                                                     Three months ended
                                                        December 31,
                                                -------------------------------
                                                    1997             1996
                                                --------------   --------------
Operating activities:
Net income                                        $    10,204       $    1,820
Adjustments to reconcile net income to net 
  cash used in operating activities:
  Depreciation and amortization                         2,865            2,556
  Deferred income taxes                                 2,054             (331)
  (Increase) decrease in:
    Net receivable from customer                      (39,999)         (46,125)
    Net trading securities                            (34,029)         (13,599)
    Securities purchased under agreements 
      to resell                                        (6,089)         (27,441)
    Other                                              (8,488)           9,968
  Increase (decrease) in:
    Net payable to other brokers and dealers           12,833           37,969
    Checks and drafts payable                          17,289              160
    Employee compensation                             (24,067)         (24,692)
    Federal and state income taxes payable              4,084            4,615
                                                --------------   --------------
       Net cash used in operating activities          (63,343)         (55,100)

Financing activities:
Net change in:
  Short-term borrowings                                53,820           35,521
  Securities sold under repurchase agreements           9,434           21,137
  Mortgage-backed bonds payable                        (2,165)            (478)
  Investments and funds pursuant to                     2,106              141
mortgage-backed bonds
Net common stock issued                                 9,806            9,102
Treasury shares repurchased                            (1,437)          (1,349)
Dividends paid                                         (1,434)          (1,365)
                                                --------------   --------------
  Net cash provided by financing activities            70,130           62,709


Net cash used for purchase of office 
  equipment and leasehold improvements                 (3,846)          (2,641)
                                                --------------   --------------

Net increase in cash                                    2,941            4,968
Cash at beginning of period                            30,862           23,406
                                                ==============   ==============
Cash at end of period                              $   33,803       $   28,374
                                                ==============   ==============

Supplemental  disclosure of cash flow  information:  
  Cash paid (refunded) during the three months ended for:
    Interest                                       $    7,290       $    5,442
    Income taxes                                   $   (2,509)      $   16,833

          See accompanying notes to consolidated financial statements.

<PAGE>


                          PIPER JAFFRAY COMPANIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying  consolidated  financial  statements of Piper Jaffray Companies
Inc. and its subsidiaries  (the "Company") have been prepared in conformity with
generally accepted accounting  principles and should be read in conjunction with
the Company's  Annual Report for the year ended  September 30, 1997. The results
of operations for the three months ended December 31, 1997, are not  necessarily
indicative of the results to be expected for the year ending September 30, 1998.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements and reported  amounts of revenues and expenses  during the
reporting period. Actual results could differ from those estimates.

The  consolidated  statement of financial  condition as of December 31, 1997 and
the other consolidated  financial information for the periods ended December 31,
1997 and 1996, is  unaudited,  but  management of the Company  believes that all
adjustments  (consisting  of normal  recurring  accruals)  necessary  for a fair
statement of the results of operations for the periods have been included.

In February 1997, SFAS No. 128,  Earnings Per Share, was issued and is effective
for financial  statements  for both interim and reporting  periods  ending after
December  15,  1997.  This  statement  changes  the method for  calculating  and
disclosing  earnings  per share.  Prior year  financials  have been  restated to
reflect the new requirements.

In  January  1998,  the  Company  adopted  certain  provisions  of SFAS  No.125,
Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments
of Liabilities,  which are applicable to its business. SFAS No. 125 introduces a
financial  components  approach  which focuses on the  recognition  of financial
assets  and  liabilities  which an  entity  controls  and the  derecognition  of
financial  assets and  liabilities for which control has been  transferred.  The
adoption of this  statement  is not  expected  to have a material  effect on the
Company's financial condition or results of operations.


2. EARNINGS PER SHARE

In December 1997,  the Company  adopted SFAS No. 128,  Earnings Per Share.  This
statement changed the method for calculating and disclosing  earnings per share.
Prior year  financials have been restated to reflect the new  requirements.  The
following  table  reflects  the  calculation  of basic and diluted  earnings per
share.

                                                           1997         1996
                                                       ------------------------
Net income available to common shareholders             $ 10,204      $  1,820
                                                       ========================


Weighted average number of common shares outstanding      18,985        18,279
Dilutive impact of options                                   992           404
                                                       ------------------------
Weighted average shares and potentially dilutive          
  shares outstanding                                      19,977        18,683
                                                       ========================

Earnings per share, assuming dilution                   $    .51      $    .10

Basic earnings per share                                $    .54      $    .10


3. NET CAPITAL REQUIREMENTS

At December  31,  1997,  Piper  Jaffray  Inc.  (Piper  Jaffray),  the  Company's
broker-dealer subsidiary, had net capital under applicable regulations of $121.2
million or 18% of aggregate  debit  balances and $107.8 million in excess of the
minimum required net capital.


4. AGREEMENT AND PLAN OF MERGER

On December  15,  1997,  the Company  announced an agreement of merger with U.S.
Bancorp. The merger, which is subject to shareholder and regulatory approval, is
expected to close in the second calendar quarter of 1998.

5. SHAREHOLDERS' EQUITY

During the three months ended December 31, 1997,  51,900 shares of the Company's
common stock were repurchased by the Company,  leaving a total of 368,400 shares
available for repurchase  pursuant to the Board of Directors'  authorizations to
repurchase  common stock to satisfy  employee  benefit plan  obligations.  As of
December 31, 1997, 876 shares of common stock were held in the treasury.

On November 4, 1997, the Board of Directors authorized the contribution of $13.4
million  to  the  Piper  Jaffray  Companies  ESOP  for  fiscal  year  1997.  The
contribution  was made 50 percent in cash and 50 percent in the Company's  newly
issued common stock, thus adding $6.7 million in additional shareholders' equity
during the first quarter of fiscal 1998.

On January 14, 1998, the Board of Directors of the Company  declared a quarterly
dividend of 7.5 cents per share of common  stock,  payable  March 10,  1998,  to
shareholders of record on February 24, 1998.


( in thousands, except share and per share amounts)
<TABLE>
                                              
                                     Common Stock       Additional                        Total
                                ----------------------  Paid-In     Retained   Treasury   Shareholders'
                                  Shares      Amount    Capital     Earnings   Stock      Equity
                                -----------------------------------------------------------------------
<S>                              <C>         <C>        <C>         <C>        <C>        <C>

Balances at Sept. 30, 1996       18,197,258  $ 18,198   $ 19,432    $129,201   $     (6)  $166,825
  Net income                                                             954                   954
  Net stock issued pursuant 
   to employee benefit plans        888,540       556      8,805                  5,776     15,137
  Cash dividend-$.30 per share                                        (5,569)               (5,569)
  Treasury stock acquired          (332,200)                                     (5,784)    (5,784)
                                -----------------------------------------------------------------------
Balances at Sept. 30, 1997       18,753,598    18,754     28,237     124,586        (14)   171,563
  Net income                                                          10,204                10,204
  Net stock issued pursuant 
   to employee benefit plans        427,466       376      8,005                  1,425      9,806
  Cash dividends-$.075 per share                                      (1,434)               (1,434)
  Treasury stock acquired           (51,900)                                     (1,437)    (1,437)
                                -----------------------------------------------------------------------
Balances at Dec. 31, 1997        19,129,164  $ 19,130   $ 36,242    $133,356   $    (26)  $188,702
                                =======================================================================
</TABLE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

This  discussion  should  be read in  conjunction  with  Management's  Financial
Discussion contained in the Company's Annual Report for the year ended September
30, 1997.

On December  15,  1997,  the Company  announced an agreement of merger with U.S.
Bancorp. The merger, which is subject to shareholder and regulatory approval, is
expected to close in the second calendar quarter of 1998.

OPERATIONS

The Company  recorded  total  revenue of $163.7  million  for the quarter  ended
December  31,  1997,  an increase of 18% over the same period in the prior year.
Net income increased to $10.2 million or $.51 per share, on a diluted basis, for
the quarter ended December 31, 1997 versus $1.8 million or $.10 per share a year
earlier.

Investment  banking revenue  increased 43% over the prior year quarter primarily
due to  increased  mergers and  acquisition  activity  across all five  targeted
industry  groups.  Asset management  revenue  increased 13% for the three months
ended  December  31,  1997  compared to the same period in fiscal 1997 due to an
increase in Piper  Capital's  assets under  management  primarily  caused by the
purchase of certain assets from Washington  Square Advisers.  Fee-based  revenue
increased  94% to $4.8  million  compared to $2.5  million in fiscal 1997 due to
continued growth in the managed account business. Net interest income was up 17%
to $1.1 million for the three  months  ended  December 31, 1997 due to growth in
customer margin receivables.

Non-interest  expense increased 7% or $9.7 million compared to the first quarter
of   fiscal   1997,   when   other   operating    expenses    included   certain
litigation-related  costs.  Due to the accrual  the  Company  took in the fourth
quarter of fiscal 1997,  first  quarter of fiscal 1998 does not include  charges
for  litigation or regulatory  inquiries  related to funds or assets  managed by
Piper Capital  Management  Incorporated  (Piper  Capital),  the Company's  asset
management subsidiary.

Employee  compensation,  including broker compensation and employee  incentives,
increased by $17.0  million,  or 20% compared to the same three months of fiscal
1997,  in  line  with   increases  in  revenue.   Occupancy  and  equipment  and
communications  expenses  increased  $1.1 million  (11%) and $0.5 million  (9%),
respectively,  over the prior year due  primarily to  significant  investment in
technology   infrastructure  of  the  branches  and  headquarters.   Travel  and
promotional  expenses increased $0.7 million or 16% resulting  primarily from an
increase in accrued expenses for investor conferences.

LIQUIDITY AND CAPITAL RESOURCES

The Company has a liquid balance sheet.  Most of the Company's assets consist of
cash and assets readily  convertible  into cash. The  fluctuations in cash flows
from financing  activities are directly  related to operating  activities due to
the liquid nature of the Company's balance sheet.

Management  believes that existing  capital,  funds from  operations and current
credit lines will be sufficient to finance the Company's business.

The Company has structured certain legal settlements related to various funds or
assets managed by Piper Capital.  Payments for these  agreements,  which are due
over one to five  years,  are  expected to be  financed  through  cash flow from
operations  and  available   credit   facilities.   Certain   settlements   have
change-in-control provisions which require prepayments.

In  the  normal  course  of  business,  the  Company's  customer,   trading  and
correspondent  clearance  activities  involve  the  execution,   settlement  and
financing of various securities  transactions  including repurchase  agreements.
These  activities may expose the Company to off-balance  sheet risk in the event
the  other  party to the  transaction  is  unable  to  fulfill  its  contractual
obligations.

The  Company  utilizes   financial  futures  contracts  to  hedge  fixed  income
inventories  against market interest rate  fluctuations.  Such  transactions are
subject to the same controls as all trading for the  Company's own account.  The
Company also enters into government reverse repurchase  agreements to facilitate
hedging.  The  Company  does not,  and has no plans to enter  into,  for  either
hedging or speculative purposes,  the following types of transactions:  interest
rate  swaps,  foreign  currency  contracts  or  significant  amounts of futures,
options, forwards,  mortgage-backed derivatives, or other securities whose value
is  derived  from  other  investment  products   (derivatives).   The  Company's
investment management subsidiary,  Piper Capital, manages mutual funds and other
investment portfolios which do contain such derivatives.

The  Company's  current  headquarters  lease  expires  in the year  2000 and the
Company  intends  to  enter  into a  14-year  commitment  on a new  headquarters
location in fiscal 1998.

Like most corporations,  the Company is heavily reliant on technology to deliver
services. As the millennium  approaches,  the Company is working toward becoming
year 2000 ready. We have developed  specific plans to address this issue and are
in the process of  implementing  them. In this process,  the Company  expects to
replace some systems and upgrade others.  The incremental  costs of this project
are  not  presently  expected  to be  material  to  the  Company's  consolidated
financial statements.  However, the Company may be adversely impacted if similar
efforts of other organizations are unsuccessful.


PART II.  OTHER INFORMATION


Item 1. Legal Proceedings

The Company is  involved  in various  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
the  resolution  of these  matters will have no material  adverse  effect on the
consolidated financial statements.


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

Due to the pending merger of the Company with U.S. Bancorp, the Company's annual
meeting of  shareholders  was not held.  The  Company  will be holding a special
meeting of shareholders to approve the merger in the second calendar  quarter of
1998.


Item 6.     Exhibits and Reports on Form 8-K

       11 - Statement Regarding Computation of Per Share Earnings.

       27 - Financial Data Schedule - EDGAR version only (filed electronically)

          27.1 Financial Data Schedule for December 31, 1997

          27.2 Restated Financial Data Schedule for December 31, 1996, 
               March 31, 1997, June 30, 1997, and September 30, 1997

          27.3 Restated Financial Data Schedule for December 31, 1995, 
               March 31, 1996, June 30, 1996, and September 30, 1996
          
          27.4 Restated Financial Data Schedule for September 30, 1995

   (b) Reports on Form 8-K

On December  19, 1997,  the Company  filed a report on Form 8-K  announcing  the
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.


<PAGE>






                                    SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                          PIPER JAFFRAY COMPANIES INC.
                                 (Registrant)





Dated: February 13, 1998         /s/Deborah K. Roesler
                                 DEBORAH K. ROESLER
                                 Chief Financial Officer and Managing Director


Dated: February 13, 1998        /s/Addison Piper
                                ADDISON L. PIPER
                                Chairman and Chief Executive Officer,  
                                President and Director


<PAGE>



                          PIPER JAFFRAY COMPANIES INC.

               INDEX OF EXHIBITS TO QUARTERLY REPORT ON FORM 10-Q


Exhibit   Description of Exhibit                                  Form of Filing

11        Statement Regarding Computation of Per Share Earnings       Electronic
                                                                    transmission

27        Financial Data Schedule (EDGAR version only)                Electronic
                                                                    transmission
          27.1 Financial Data Schedule for December 31, 1997
          
          27.2 Restated Financial Data Schedule for December 31, 1996, 
               March 31, 1997, June 30, 1997, and September 30, 1997
          
          27.3 Restated Financial Data Schedule for December 31, 1995, 
               March 31, 1996, June 30, 1996, and September 30, 1996 

          27.4 Restated Financial Data Schedule for September 30, 1995