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   March 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 March 31, 1997,  18,675,057  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 6. Exhibits and Reports on Form 8-K                    18

         Signatures                                                  19

         Index of Exhibits                                           20

         Exhibits                                                    21





<PAGE>

                  

                                     
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                         PIPER JAFFRAY COMPANIES INC.

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

                                                     March 31,     September 30,
                                                       1997             1996
                                                    ------------  ------------
ASSETS                                              (unaudited)
Cash  ($6,710 and $1,863,  respectively,  which was
required to be segregated under federal and other    $   45,896     $   23,406
  regulations) 
Receivable from other brokers and dealers                51,947         87,427
Receivable from customers                               569,572        520,489
Trading securities owned, at market                     219,183        105,540
Securities purchased under agreements to resell          50,781         12,259
Investments pursuant to mortgage-backed bonds            42,583         44,064
Office  equipment  and leasehold  improvements,  
  at cost less accumulated depreciation of $57,712       30,534         30,185
  and $52,546, respectively
Deferred income tax asset                                22,117         21,215
Other assets                                             86,552         79,155
                                                    ============   ============
                                                    $ 1,119,165     $  923,740
                                                    ============   ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term borrowings                                   295,828        183,320
Checks and drafts payable                                50,064         70,628
Payable to other brokers and dealers                    144,306        109,776
Payable to customers                                    135,191        160,930
Securities sold under agreements to repurchase           31,984              -
Trading securities sold, but not yet purchased,        
  at market                                              69,592         27,472
Mortgage-backed bonds payable                            43,482         45,333
Employee compensation and related taxes                  73,300         81,740
Federal and state income taxes                            6,852              -
Other accounts payable and accrued expenses              86,912         77,716
                                                    ------------   ------------
                                                        937,511        756,915

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; 18,675,782 and                    18,676         18,198
    18,197,725 issued, respectively
Additional paid-in capital                               27,267         19,432
Retained earnings                                       135,724        129,201
Less treasury  stock,  at cost; 725 and 467 shares,         (13)            (6)
    respectively
                                                    ------------   ------------
                                                        181,654        166,825
                                                    ============   ============
                                                    $ 1,119,165     $  923,740
                                                    ============   ============

         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          Six Months Ended
                                         March 31,                March 31,
                                 ------------------------   --------------------
                                    1997        1996          1997       1996
                                 ------------------------   --------------------
REVENUES:
  Commissions                    $    53,614 $    48,744    $ 100,029   $ 91,390
  Profits on principal                40,435      42,614       84,429     83,529
      transactions
  Investment banking                  28,990      19,929       49,927     44,952
  Interest                            12,528      10,076       24,818     19,539
  Asset management fees                9,046       9,561       17,951     19,135
  Other                                8,669       6,668       14,957     11,573
                                 ------------------------   --------------------
      Total revenues                 153,282     137,592      292,111    270,118

EXPENSES:
  Employee compensation               93,709      84,958      179,745    166,444
  Floor brokerage and clearance        2,752       2,301        5,012      4,405
  Interest                             6,144       4,386       12,299      7,429
  Occupancy and equipment             10,316       8,790       19,733     16,930
  Communications                       6,578       4,704       12,124      9,502
  Travel and promotional               6,440       4,183       10,691      7,801
  Other operating expense             15,582      32,257       37,763     50,686
                                 ------------------------   --------------------
                                                            
      Total expenses                 141,521     141,579      277,367    263,197
                                 ------------------------   --------------------

Income (loss) before income           11,761      (3,987)      14,744      6,921
     taxes

Income taxes (benefit)                 4,292      (1,693)       5,455      2,561
                                 ------------------------    -------------------
Net income (loss)                  $   7,469  $   (2,294)    $  9,289   $  4,360
                                 ========================   ====================

Net income (loss) per common
and common equivalent share
(primary and fully diluted)         $   .39   $    ( .13)    $    .49    $   .24

Weighted average number of
common and common equivalent
shares outstanding                    19,323      17,947       18,994     18,235

Dividends per share                 $   .075   $    .075      $   .15    $   .15




         See accompanying notes to consolidated financial statements


<PAGE>


                         PIPER JAFFRAY COMPANIES INC.

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In Thousands)
                                 (Unaudited)
                                                        Six months ended
                                                           March 31,
                                                -----------------------------
                                                    1997            1996
                                                -------------   --------------
Operating activities:
Net income                                        $    9,289        $   4,360
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
  Depreciation amortization                            5,173            3,462
  Deferred income taxes                                 (902)          10,477
  (Increase) decrease in:
    Net receivable from customer                     (74,822)         (52,490)
    Net trading securities                           (71,523)         (49,724)
    Net repurchase agreements                         (6,538)               -
    Other                                              1,806           17,316
  Increase (decrease) in:
    Net payable to other brokers and dealers          70,010          (51,350)
    Checks and drafts payable                        (20,564)           5,192
    Employee compensation                             (8,440)          (2,728)
    Federal and state income taxes payable             6,852          (19,136)
                                                -------------   --------------
       Net cash used in operating activities         (89,659)        (134,621)

Financing activities:
Net change in:
  Short-term borrowings                              112,508          140,104
  Mortgage-backed bonds payable                       (1,851)          (5,203)
  Investments and funds pursuant to                    1,481            5,392
mortgage-backed bonds
Payments made on capitalized lease obligations             -             (422)
Net common stock issued                               11,077            9,620
Treasury shares repurchased                           (2,771)          (1,195)
Dividends paid                                        (2,766)          (2,676)
                                                -------------   --------------
       Net cash provided by financing                117,678          145,620
          activities

Net cash used for purchase of office equipment
    and leasehold improvements                        (5,529)          (5,182)
                                                -------------   --------------
Net increase in cash                                  22,490            5,817
Cash at beginning of period                           23,406           17,345
                                                =============   ==============
Cash at end of period                             $   45,896       $   23,162
                                                =============   ==============

Supplemental disclosure of cash flow information:
Cash paid (refunded) during the six months ended for:
  Interest                                       $    11,314       $    7,615
  Income taxes                                   $   (14,207)      $   19,231


        See accompanying notes to consolidated financial statements.


<PAGE>

                                       
                           PIPER JAFFRAY COMPANIES INC.

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     SIX MONTHS ENDED MARCH 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, 1996. The results
of  operations  for the six months  ended March 31,  1997,  are not  necessarily
indicative of the results to be expected for the year ending September 30, 1997.

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 March 31, 1997 and the
other consolidated financial information for the period ended March 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.

Certain reclassifications have been made to the September 30, 1996 balance sheet
to conform to the classifications used in the current period. These reclassifi-
cations had no effect on stockholders' equity as previously reported.

Net  income  (loss) per common and  common  equivalent  share is  calculated  by
dividing net income (loss) by the weighted  average  number of common shares and
common share equivalents outstanding,  which includes the dilutive effect of all
outstanding  stock  options.  For periods in which a net loss is  reported,  the
effect of common share equivalents is excluded from the calculation of per share
amounts as they are anti-dilutive.

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting  Standards (SFAS) No. 128,  Earnings Per Share which is effective for
financial  statements  for both  interim  and  reporting  periods  ending  after
December 15, 1997. Early adoption of the statement is not permitted. The Company
has  determined  that the  adoption  of the  statement  will not have a material
impact on earnings per share calculations.


2. NET CAPITAL REQUIREMENTS

At  March  31,  1997,  Piper  Jaffray  Inc.  (Piper   Jaffray),   the  Company's
broker-dealer subsidiary, had net capital under applicable regulations of $111.5
million or 19% of aggregate  debit  balances and $99.8  million in excess of the
minimum required net capital.



3. LITIGATION AND CONTINGENCIES

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 Management  Incorporated (Piper Capital), the Company's asset management
subsidiary.  In addition,  management  is aware of  unasserted  claims which may
contain similar  allegations.  The  Institutional  Government  Income  Portfolio
remains the subject of an investigation conducted by the Securities and Exchange
Commission.  The Company is also a defendant in a case involving an underwriting
for 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.


4. SHAREHOLDERS' EQUITY

During the six months  ended March 31,  1997,  185,000  shares of the  Company's
common stock were repurchased by the Company,  leaving a total of 567,500 shares
available for repurchase  pursuant to the Board of Directors'  authorizations to
repurchase  common stock to satisfy  employee  benefit plan  obligations.  As of
March 31, 1997, 725 shares of common stock were held in the treasury.

On November 5, 1996, the Board of Directors authorized the contribution of $15.4
million  to  the  Piper  Jaffray  Companies  ESOP  for  fiscal  year  1996.  The
contribution  was made 50 percent in cash and 50 percent in the Company's  newly
issued common stock, thus adding $7.7 million in additional shareholders' equity
during the first quarter of fiscal 1997.

On April 22,  1997,  the Board of Directors  of the  Company,  at its  regularly
scheduled  meeting,  declared  a  quarterly  dividend  of 7.5 cents per share of
common stock, payable June 10, 1997, to shareholders of record on May 27, 1997.



<TABLE>
( in thousands, except share and per share amounts)
<S>                        <C>         <C>     <C>       <C>       <C>       <C>
                                               Additional                      Total
                               Common Stock     Paid-In  Retained  Treasury  Shareholders'
                           --------------------
                             Shares    Amount   Capital  Earnings    Stock     Equity
                           -------------------------------------------------------------
<S>                         <C>        <C>       <C>      <C>       <C>        <C>
Balances at Sept. 30, 1995  17,500,254 $ 17,566  $ 11,901 $ 127,306 $ (1,049)  $ 155,724
  Net income                                                  7,296                7,296
  Net stock issued pursuant
   to employee benefit plans   979,504      632     7,531              4,678      12,841
  Cash dividends-$.30/share                                  (5,401)              (5,401)
  Treasury stock acquired     (282,500)                               (3,635)     (3,635)
                           -------------------------------------------------------------
Balances at Sept. 30, 1996  18,197,258   18,198    19,432   129,201       (6)    166,825

  Net income                                                  9,289                9,289
  Net stock issued pursuant
   to employee benefit plans   662,799      478     7,835              2,764      11,077
  Cash dividend-$.15/share                                   (2,766)              (2,766)
  Treasury stock acquired     (185,000)                               (2,771)     (2,771)
                           =============================================================
Balances at Mar. 31, 1997   18,675,057 $ 18,676  $ 27,267 $ 135,724  $   (13)  $ 181,654
                           =============================================================
</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, 1996.

OPERATIONS

The Company  recorded  revenue of $153.3 million for the quarter ended March 31,
1997,  an  increase  of 11% over the prior year.  Net income  increased  to $7.5
million or $.39 per share for the quarter ended March 31, 1997 versus a net loss
of $2.3 million or $.13 per share a year  earlier.  Second  quarter  fiscal 1996
results included a $14.0 million  settlement of class action litigation  related
to several closed-end funds managed by Piper Capital.

Revenues of $292.1  million for the six months ended March 31, 1997 increased 8%
over the same  period  of the prior  year,  led by  growth  in  commissions  and
underwriting  revenues,   which  increased  9%  and  11%,  respectively.   Asset
management revenue decreased 6% for the six months ended March 31, 1997 compared
to the same  period in fiscal  1996 as a result of lower  average  assets  under
management.  At March 31, 1997 Piper  Capital had $9.3  billion in assets  under
management. Interest income was up 27% to $24.8 million for the six months ended
March 31,  1997,  due to a 37%  increase  in  average  customer  margin  debits,
partially  offset by a decline  in  average  interest  rates and a 21% growth in
average fixed income  inventories.  Other income  increased 29% to $15.0 million
due primarily to growth in managed accounts.

Employee  compensation,  including broker compensation and employee  incentives,
increased by $13.3  million,  or 8% as compared to the same six months of fiscal
1996, in line with increases in revenue. Interest expense increased $4.9 million
or 66%  primarily  due to increased  borrowing  required to fund higher  average
customer margin debits and firm  inventories.  Also impacting  interest  expense
were interest  accruals for litigation  settlement notes payable.  Occupancy and
equipment  and  communications  expenses  increased  $2.8 million (17%) and $2.6
million  (28%),  respectively,  over the prior year due primarily to significant
investment in technology infrastructure of the branches and headquarters,  along
with the addition or expansion of several sales offices.  Travel and promotional
expenses   increased   $2.9  million  or  37%  resulting  from  an  increase  in
institutional  client-related  conferences and meetings.  Other expenses,  which
include  litigation-related  costs,  decreased 25% versus the same period in the
prior  year.  The six months  ended  March 31,  1996  included  a $14.0  million
settlement related to several closed-end funds managed by Piper Capital. Through
six  months,  fiscal  1997 net  income was $9.3  million  or $.49 per share,  as
compared to net income of $4.4 million or $.24 per share one year earlier.

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.

During  fiscal  1995  and 1996  the  Company  entered  into  certain  structured
settlement  agreements for class-action  litigation relating to various funds or
assets  managed  by Piper  Capital.  Payments  for these  agreements,  which are
payable over one to five years,  are  expected to be financed  through cash from
operations and available credit facilities.

The Company is currently a defendant in other 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  Institutional  Government  Income  Portfolio
remains the subject of an investigation conducted by the Securities and Exchange
Commission.  The Company is also a defendant in a case involving an underwriting
for 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.

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.


PART II.  OTHER INFORMATION


Item 1. 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 Institutional  Government Income Portfolio remains the
subject of an investigation conducted by the Securities and Exchange Commission.
The  Company  is  also a  defendant  in a case  involving  an  underwriting  for
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.

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

A.  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. 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 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.

    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.

    Thomas  Wexler as Trustee of the Wexler Family  Trust v. Piper Jaffray  Inc.
    (National Association of Securities Dealers Arbitration).

    Claim filed February 6, 1997. Claimant seeks to recover $1,045,000.

c.  Dispute previously severed from the PJIGX Action.

     On February 18, 1997, the United States  District Court  presiding over the
     PJIGX Action entered an order for final judgment concerning a dispute which
     involves  Merchants  Trust Company and certain of its customers whose funds
     were  used  to  purchase  shares  of the  Institutional  Government  Income
     Portfolio. The February 18, 1997 order for final judgment has been appealed
     to the United States Court of Appeals for the Eighth  Circuit.  This appeal
     does not affect the settlement reached with other class members.

2.  American  Strategic Income Portfolio Inc. I, II, and III (ASP, BSP, and CSP,
    respectively),  American Select  Portfolio Inc. (SLA), American  Opportunity
    Income Fund (OIF),  American  Government  Income  Fund Inc.  (AGF), American
    Government Income Portfolio Inc. (AAF), Americas Income Trust Inc.(XUS) 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; Sections 10(b) and 20(a)
    of the  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.  S~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 executed a settlement  agreement
    which the Court has  preliminarily  approved.  If approved by a sufficiently
    large  percentage of the Class and granted final approval by the Court,  the
    settlement  agreement  would  provide  $15.5  million  to class  members  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.

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

    Plaintiff  filed this action on November 1, 1995 based on his  investment in
    CSP and XUS.  Plaintiff alleged claims of breach of contract,  breach of the
    covenant of good faith and fair dealing,  fraud and  misrepresentation.  The
    Court  ordered  the  plaintiffs  to  arbitrate  this  dispute and stayed the
    lawsuit pending arbitration. No arbitration claim has been filed.

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

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

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

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

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

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

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

    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.

    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.

    Gary N. Cohn, GNC Enterprises Pension Plan, GNC  Enterprises  Profit Sharing
    Plan,  Cohn  Family  Irrevocable Family  Trust and Gary N. Cohn IRA v. Piper
    Jaffray Inc., Piper Capital Management Incorporated, Worth Bruntjen, Paul A.
    Dow,  William H. Ellis,  Marijo  Goldstein,  Jeffrey B. Griffin,  Charles N.
    Hayssen,  David B. Holden, Kevin A. Jansen,  Michael P.Jansen, Susan J. Moen
    Klaseus,  Edward J. Kohler,  Addison L. Piper, Nancy Olsen, Benjamin Rinkey,
    David E.  Rosedahl,  Eric L. Siedband,  John G. Wenker and Beverly J. Zimmer
    (National Association of Securities Dealers Arbitration).

    Claim  filed  December  19,  1996.  Claimants  seek to  recover in excess of
    $169,786 and/or rescission.

    Curtis G. Weakly and Jean Weakly v. Piper Capital  Management  Incorporated
    and Piper Jaffray Companies Inc.(National  Association of Securities Dealers
    Arbitration).
    Claim filed February 3, 1997. Claimants seek to recover $26,625.

3.  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.

4.  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 executed a settlement agreement.  If
    approved by the Court and a  sufficiently  large  percentage of the putative
    class members, the settlement agreement would provide to class members up to
    a total of $1.5 million collectively from The Managers Funds, L.P. and Piper
    Capital Management Incorporated 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  ("FCTC") is an investor  in the  Managers  Short
    Government Fund, the Managers  Intermediate  Mortgage Fund, and the Managers
    Short and  Intermediate  Bond Fund.  Piper Capital was the  portfolio  asset
    manager 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 Piper  Jaffray  Companies  Inc.,  Piper  Capital and
    Bruntjen (the "Piper Defendants"), engaged in fraud, fraudulent concealment,
    breach of contract,  breach of fiduciary duty, breach of implied covenant of
    good faith and fair dealing, negligent misrepresentation,  civil conspiracy,
    negligent  interference  with  contractual   relations,   violation  of  the
    Connecticut  Unfair and Deceptive  Trade Practices Act, and violation of the
    Connecticut  Securities  Act.  Plaintiff  seeks  compensatory  damages in an
    unspecified amount,  punitive damages,  attorneys' fees, interest and costs.
    The Piper  Defendants  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 FCTC.  FCTC has
    brought a motion to dismiss the declaratory action.



5.  Privately Managed Accounts

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

    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.


B.  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.  All discovery has been stayed in this matter.  No pretrial
    schedule or trial date has been established.

    A 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.

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

    The plaintiffs allege that twenty-four defendants,  including Piper Jaffray,
    that act as dealers on the NASDAQ computerized quotations system,  conspired
    to raise and fix the spreads  between  the bid and ask prices of  securities
    traded  on  NASDAQ.  Plaintiffs  further  allege  that as a  result  of such
    conspiracy, NASDAQ spreads were larger than spreads for stocks traded on the
    New York Stock Exchange and the American Stock Exchange. The purported class
    consists of all persons in the United  States who are current  customers and
    who bought or sold securities  through NASDAQ within four years prior to the
    filing of the  complaints.  Plaintiffs seek treble damages of an unspecified
    amount.

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


Item 6.     Exhibits and Reports on Form 8-K

   (a) Exhibits

       11 - Statement Regarding Computation of Per Share Earnings.

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

   (b) Reports on Form 8-K
       The  Company  was not  required  to file any  reports  on Form 8-K to the
       Securities  and Exchange  Commission  during the quarter  ended March 31,
       1997.



<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: May 14, 1997              /s/ Deborah K. Roesler
                                 ----------------------
                                 DEBORAH K. ROESLER
                                 Chief Financial Officer and Managing Director


Dated: May 14, 1997              /s/ William H. Ellis
                                 --------------------
                                 WILLIAM H. ELLIS
                                 President


<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



<PAGE>

                                                                     Exhibit 11

                           PIPER JAFFRAY COMPANIES INC.

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

                                        Three Months Ended     Six Months Ended
                                              March 31,               March 31,
                                      --------------------   -------------------
                                        1997       1996        1997       1996
                                      ---------  ---------   ---------  --------
PRIMARY NET INCOME PER SHARE:
Net income (loss)                     $  7,469   $ (2,294)   $  9,289   $  4,360
                                      =========  =========   =========  ========

Average number of common and common 
 equivalent shares outstanding:
  Average common shares outstanding     18,671     17,947      18,473     17,743
  Dilutive effect of common stock
   equivalents:
    Book value plan options                159          -         159        193
    Executive incentive stock options      493          -         360        276
                                      ---------  ---------   ---------  --------
                                        19,323     17,947      18,992     18,212

Primary net income (loss) per share   $    .39   $  ( .13)     $  .49    $   .24
                                      =========  =========   =========  ========

NET INCOME PER SHARE ASSUMING
   FULL DILUTION:
Net income (loss)                     $  7,469   $ (2,294)    $ 9,289   $  4,360
                                     =========  =========   =========  =========

Average number of common and common 
 equivalent shares outstanding:
  Average common shares outstanding     18,671     17,947      18,473     17,743
  Dilutive effect of common stock
   equivalents:
    Book value plan options                159          -         161        197
    Executive incentive stock options      493          -         360        295
                                      ---------  ---------   ---------  --------
                                        19,323     17,947      18,994     18,235

Fully Diluted net income (loss) per   $    .39   $   (.13)     $  .49     $  .24
   share                              =========  =========   =========  ========