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   June 30, 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 June 30, 1997,  18,674,056  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                    19

         Signatures                                                  20

         Index of Exhibits                                           21

         Exhibits                                                    22





<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                          PIPER JAFFRAY COMPANIES INC.

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

                                                      June 30,     September 30,
                                                        1997            1996
                                                    ------------   -------------
ASSETS                                              (unaudited)
Cash  ($1,463 and $1,863,  respectively,  which
 was required to be segregated under federal and
 other regulations)                                 $    29,165     $   23,406
Receivable from other brokers and dealers               141,898         87,427
Receivable from customers                               605,384        520,489
Trading securities owned, at market                     189,935        105,540
Securities purchased under agreements to resell          43,327         12,259
Investments pursuant to mortgage-backed bonds            41,130         44,064
Office  equipment  and leasehold  improvements,
 at cost less accumulated depreciation of
 $47,385 and $52,546, respectively                       30,338         30,185
Deferred income tax asset                                23,044         21,215
Other assets                                             77,561         79,155
                                                    ------------   ------------
                                                    $ 1,181,782     $  923,740
                                                    ============   ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term borrowings                                   223,950        183,320
Checks and drafts payable                                56,984         70,628
Payable to other brokers and dealers                    248,340        109,776
Payable to customers                                    154,206        160,930
Securities sold under agreements to repurchase           36,142              -
Trading securities sold, but not yet purchased,
 at market                                               70,022         27,472
Mortgage-backed bonds payable                            42,004         45,333
Employee compensation and related taxes                  69,971         81,740
Federal and state income taxes                            6,365              -
Other accounts payable and accrued expenses              86,894         77,716
                                                    ------------   ------------
                                                        994,878        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; 18,676,298 and 18,197,725
   issued, respectively                                  18,676         18,198
Additional paid-in capital                               27,355         19,432
Retained earnings                                       140,918        129,201
Less  treasury  stock,  at  cost;   2,242  and  467
 shares, respectively                                       (45)            (6)
                                                    ------------   ------------
                                                        186,904        166,825
                                                    ------------   ------------
                                                    $ 1,181,782     $  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       Nine Months Ended
                                          June 30,               June 30,
                                    ---------------------  ---------------------
                                        1997      1996         1997      1996
                                    ---------------------  ---------------------
REVENUES:
  Commissions                       $ 54,603    $ 50,584   $ 154,632  $ 141,974
  Profits on principal transactions   40,185      42,026     124,614    125,555
  Investment banking                  20,306      27,830      70,233     72,782
  Interest                            13,936      10,381      38,754     29,920
  Asset management fees                9,179       9,287      27,130     28,422
  Other                                7,198       7,523      22,155     19,096
                                    ---------------------  ---------------------
      Total revenues                 145,407     147,631     437,518    417,749

EXPENSES:
  Employee compensation               88,702      93,600     268,447    260,044
  Floor brokerage and clearance        2,620       2,427       7,632      6,832
  Interest                             7,147       4,488      19,446     11,917
  Occupancy and equipment             10,948       9,258      30,681     26,188
  Communications                       5,931       5,358      18,055     14,860
  Travel and promotional               5,272       4,091      15,963     11,892
  Other operating expense             14,321      30,665      52,084     81,351
                                    ---------------------  ---------------------
      Total expenses                 134,941     149,887     412,308    413,084
                                    ---------------------  ---------------------

Income (loss) before income taxes     10,466      (2,256)     25,210      4,665

Income taxes (benefit)                 3,873        (742)      9,328      1,819
                                    ---------------------  ---------------------
Net income (loss)                   $  6,593    $ (1,514)  $  15,882  $   2,846
                                    =====================  =====================

Net income (loss) per common
and common equivalent share
(primary and fully diluted)         $    .34    $   (.08)  $     .82  $     .16

Weighted average number of
common and common equivalent
shares outstanding                    19,470      18,140      19,359     18,327

Dividends per share                 $   .075    $   .075   $    .225  $    .225




         See accompanying notes to consolidated financial statements


<PAGE>
                          PIPER JAFFRAY COMPANIES INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)
                                                      Nine months ended
                                                           June 30,
                                                ------------------------------
                                                     1997            1996
                                                --------------  --------------
Operating activities:
Net income                                       $    15,882     $      2,846
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
  Depreciation and amortization                        7,894            6,130
  Loss (gain) on disposal of fixed assets                191                -
  Deferred income taxes                               (1,829)           3,235
  (Increase) decrease in:
    Net receivable from customer                     (91,619)        (105,405)
    Net trading securities                           (41,845)         (58,203)
    Net repurchase agreements                          5,074                -
    Other                                             10,772           39,699
  Increase (decrease) in:
    Net payable to other brokers and dealers          84,093          (16,963)
    Checks and drafts payable                        (13,644)          (3,265)
    Employee compensation                            (11,769)           5,980
    Federal and state income taxes payable             6,365          (19,136)
                                                -------------   --------------
      Net cash used in operating activities          (30,435)        (145,082)

Financing activities:
Net change in:
  Short-term borrowings                               40,630          160,294
  Mortgage-backed bonds payable                       (3,329)          (7,725)
  Investments and funds pursuant to
   mortgage-backed bonds                               2,934            7,897
Payments made on capitalized lease obligations             -             (483)
Net common stock issued                               12,722           10,909
Treasury shares repurchased                           (4,360)          (2,367)
Dividends paid                                        (4,165)          (4,036)
                                                -------------   --------------
      Net cash provided by financing activities       44,432          164,489

Net cash used for purchase of office equipment
 and leasehold improvements                           (8,238)          (9,343)
                                                -------------   --------------
Net increase in cash                                   5,759           10,064
Cash at beginning of period                           23,406           17,345
                                                -------------   --------------
Cash at end of period                            $    29,165     $     27,409
                                                =============   ==============

Supplemental  disclosure of cash flow  information:  Cash paid (refunded) during
the nine months ended for:
  Interest                                       $    18,581     $     12,009
  Income taxes                                   $    (8,921)    $     19,313


         See accompanying notes to consolidated financial statements.


<PAGE>
                          PIPER JAFFRAY COMPANIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    NINE MONTHS ENDED JUNE 30, 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 nine months  ended June 30,  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 June 30, 1997 and the
other consolidated financial information for the periods ended June 30, 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
reclassifications had no effect on shareholders' 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  June  30,  1997,   Piper  Jaffray  Inc.  (Piper   Jaffray),   the  Company's
broker-dealer subsidiary, had net capital under applicable regulations of $131.8
million or 20% of aggregate  debit  balances and $118.3 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 and the Institutional  Government Income Portfolio,
managed  by  Piper  Capital,  remains  the  subject  of an  investigation  being
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 and the NASDAQ Market-Maker  Anti-Trust Securities  Litigation.
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 nine months  ended June 30,  1997,  270,200  shares of the  Company's
common stock were repurchased by the Company,  leaving a total of 482,300 shares
available for repurchase  pursuant to the Board of Directors'  authorizations to
repurchase common stock to satisfy employee benefit plan obligations. As of June
30, 1997, 2,242 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 July 24,  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 September 9, 1997, to shareholders of record on August 26,
1997. 
<TABLE> 
(in thousands, except share and per share amounts) 
<CAPTION>

                                             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, 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 per 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                                                                            15,882                         15,882
  Net stock issued pursuant to
    employee benefit plans                  746,998          478           7,923                       4,321           12,722
  Cash dividend-$.225 per share                                                         (4,165)                        (4,165)
  Treasury stock acquired                  (270,200)                                                  (4,360)          (4,360)
                                      -------------- ------------ --------------- ------------- ------------- ----------------
Balances at June 30, 1997                18,674,056    $  18,676       $  27,355     $ 140,918    $      (45)       $ 186,904
                                      ============== ============ =============== ============= ============= ================

</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 $145.4  million for the quarter ended June 30,
1997, a decrease of 1% over the prior year. Net income increased to $6.6 million
or $.34 per share for the quarter  ended June 30, 1997 versus a net loss of $1.5
million or $.08 per share a year  earlier.  Third  quarter  fiscal 1996  results
included a pre-tax  accrual of $15.5  million for proposed  settlement  of class
action litigation related to several closed-end funds managed by Piper Capital.

Revenues of $437.5  million for the nine months ended June 30, 1997 increased 5%
over the same  period of the prior  year,  led by  growth in  commissions  which
increased  9%.  Investment  banking  revenue  decreased  4% over the prior  year
primarily due to the slowdown in equity underwriting activity.  Asset management
revenue  decreased  5% for the nine months  ended June 30, 1997  compared to the
same  period in fiscal  1996 due to a change  in Piper  Capital's  mix of assets
under  management  toward money market  funds,  which have a slightly  lower fee
realization.  Interest  income was up 30% to $38.8  million  for the nine months
ended June 30, 1997 due to a 26% increase in average  customer margin debits and
a increased growth in average fixed income  inventories.  Other income increased
16% to $22.0 million due primarily to growth in managed accounts.

At June 30, 1997 Piper  Capital  had $9.5  billion in assets  under  management;
subsequent  to June 30, 1997,  Piper Capital has agreed in principal to purchase
certain customer assets of Washington Square Advisers (WSA), a unit of ReliaStar
Financial Corp. Piper Capital will manage the assets transferred from WSA, which
currently has $2.7 billion in assets under  management.  This acquisition is not
expected to have a material impact on the consolidated  financial  statements of
the Company.

Excluding the impact of litigation  related costs,  expenses for the nine months
increased at a slightly  higher rate than revenues.  The prior years' nine month
results  included two mutual fund litigation  settlement  charges totaling $29.5
million pre-tax related to funds or assets managed by Piper Capital.

Employee  compensation,  including broker compensation and employee  incentives,
increased by $8.4  million,  or 3% as compared to the same nine months of fiscal
1996, in line with increases in revenue. Interest expense increased $7.5 million
or 63%  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  $4.5 million (17%) and $3.2
million  (22%),  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 sales offices. Travel and promotional expenses
increased  $4.1  million  or  34%  resulting   primarily  from  an  increase  in
institutional client-related conferences and meetings and sales incentive trips.
Through nine months, fiscal 1997 net income was $15.9 million or $.82 per share,
as compared to net income of $2.8 million or $.16 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 due
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 and the Institutional  Government Income Portfolio,
managed  by  Piper  Capital,  remains  the  subject  of an  investigation  being
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 and the NASDAQ Market-Maker  Anti-Trust Securities  Litigation.
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 not have a  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 and the Institutional  Government Income Portfolio,  managed
by Piper Capital, remains the subject of an investigation being conducted by the
United  States  Securities  and  Exchange  Commission.  The  Company  is  also a
defendant in a case involving an underwriting of Bonneville Pacific  Corporation
by Piper Jaffray and the NASDAQ Market-Maker  Anti-Trust Securities  Litigation.
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.

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

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

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.

     Alan C. Friedberg and Jean A. Friedberg v. Piper Jaffray Inc., Piper Funds,
     Inc., Piper Capital  Management  Incorporated  and Piper Jaffray  Companies
     Inc. (National Association of Securities Dealers Arbitration).

     Claim filed June 17, 1997. Claimants seek to recover $29,624 plus interest,
     fees and costs.

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
     afore-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 closed-end 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 granted final approval by
     the Court,  the settlement  agreement  would provide to class members $15.5
     million in payments  by Piper  Jaffray  Companies  Inc.  and Piper  Capital
     Management  Incorporated  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.

     A hearing for final  approval of the  settlement was held on July 11, 1997,
     and the final order for judgment is now under advisement.

     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.

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

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

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

     Claim filed July 17, 1997. Claimant seeks to recover approximately $9,800.

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 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 court has granted final approval of a settlement  agreement  which will
     provide to class  members up to a total of $1.5 million  collectively  from
     The Managers  Funds,  L.P. and Piper Capital on the  Effective  Date of the
     settlement. A hearing for final approval of the settlement was held on July
     22, 1997, and the final order for judgment was entered on July 30, 1997.

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.  On May 16,
     1997,  plaintiffs  served and filed a motion  seeking leave to file a Third
     Amended Complaint. The proposed Third Amended Complaint contains additional
     statements  of alleged  facts but does not add new parties or new causes of
     action.  The defendants have opposed  plaintiffs'  motion to amend, and the
     court has not yet ruled on the motion. All deposition discovery in the case
     remains stayed and 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  thirty-eight  defendants,   including  Piper
     Jaffray, that act as dealers on the NASDAQ computerized  quotations system,
     conspired  to raise and fix the  spreads  between the bid and ask prices of
     securities traded on NASDAQ.  Plaintiffs further allege that as a result of
     such conspiracy,  NASDAQ spreads were larger than spreads for stocks traded
     on the New  York  Stock  Exchange  and the  American  Stock  Exchange.  The
     purported  class  consists  of all  persons  in the  United  States who are
     current  customers and who bought or sold securities  through NASDAQ within
     four years prior to the filing of the  complaints.  Plaintiffs  seek treble
     damages of an unspecified amount.

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.  On May 21, 1997,
     the plaintiffs in the NASDAQ Market-Maker  Anti-Trust Securities Litigation
     filed a Notice of Appeal with respect to the Justice Department settlement.

<PAGE>
Item 6.     Exhibits and Reports on Form 8-K

   (a) Exhibits

       10 - Material Contracts - EDGAR version only (filed electronically).
          10.25 - Fourth Amendment to Credit Agreement and First Amendment to
               Pledge and Collateral Administration Agreement, dated May 9,
               1997, between Piper Jaffray Inc. and Norwest Bank Minnesota, N.A.
          10.26 - Fourth Amendment to Credit Agreement and First Amendment to
               Pledge and Collateral Administration Agreement, dated May 9,
               1997, between Piper Jaffray Inc. and Northern Trust Company.
          10.27 - Fourth Amendment to Credit Agreement and Collateral Agreement,
               dated May 9, 1997, between Piper Jaffray Inc. and First Bank
               National Association.
          10.28 - First Amendment to Loan Agreement, dated April 1, 1997, 
               between Piper Jaffray Companies Inc. and First Bank National 
               Association.

       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 June 30,
       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: August 14, 1997           /s/ Deborah K. Roesler
                                 DEBORAH K. ROESLER
                                 Chief Financial Officer and Managing Director


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


<PAGE>
<TABLE>

                                                          PIPER JAFFRAY COMPANIES INC.

                                               INDEX OF EXHIBITS TO QUARTERLY REPORT ON FORM 10-Q
<CAPTION>


Exhibit           Description of Exhibit                                                          Form of Filing
<S>               <C>                                                                             <C>

10                 Material Contracts (EDGAR version only).
     10.25         Fourth  Amendment  to Credit  Agreement  and First  Amendment  to Pledge  and  Electronic
                   Collateral  Administration  Agreement,  dated  May  9,  1997,  between  Piper  transmission
                   Jaffray Inc. and Norwest Bank Minnesota, N.A.
     10.26         Fourth  Amendment  to Credit  Agreement  and First  Amendment  to Pledge  and  Electronic
                   Collateral  Administration  Agreement,  dated  May  9,  1997,  between  Piper  transmission
                   Jaffray Inc. and Northern Trust Company.
     10.27         Fourth Amendment to Credit Agreement and Collateral  Agreement,  dated May 9,  Electronic
                   1997, between Piper Jaffray Inc. and First Bank National Association.          transmission
     10.28         First Amendment to Loan Agreement, dated April 1, 1997, between Piper Jaffray  Electronic
                   Companies Inc. and First Bank National Association.                            transmission

11                 Statement Regarding Computation of Per Share Earnings.                         Electronic
                                                                                                  transmission

27                 Financial Data Schedule (EDGAR version only).                                  Electronic
                                                                                                  transmission
</TABLE>