UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                   FORM 10-K

           [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2002

                                       OR

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

             For the transition period from _________ to _________

                         Commission file number: 0-6237

                          THE ZIEGLER COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

                    Wisconsin                          39-1148883
                    ---------                          ----------
          State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization           Identification No.)

       250 East Wisconsin Avenue, Suite 2000, Milwaukee, Wisconsin 53202
       -----------------------------------------------------------------
               (Address of principal executive offices)(Zip Code)

       Registrant's telephone number, including area code: (414) 277-4400

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

          Title of Each Class                    Name of each exchange
          -------------------                     on which registered
                                                  -------------------

     Common Stock, $1.00 Par Value              American Stock Exchange
     -----------------------------              -----------------------

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

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

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

     Indicate by check mark whether the  registrant is an accelerated filer  (as
defined in Rule 12b-2 of the Act). Yes ___ No  X

           AGGREGATE MARKET VALUE OF VOTING AND NONVOTING STOCK HELD
                      BY NON-AFFILIATES OF THE REGISTRANT:

     As of June 28, 2002, the aggregate market value of registrant's voting  and
nonvoting common equity (based on the average of the bid and ask price of $15.10
on that date) excluding shares reported  as beneficially owned by directors  and
executive officers  (which exclusion  does not  constitute  an admission  as  to
affiliate status) was approximately $20.8 million.

     As of March 14,  2003, approximately 2.18  million shares  of Common  Stock
were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                         Part of Form 10-K into Which Portions
     Document                                 of Document Are Incorporated
     --------                            --------------------------------------
Portions of Annual Report to Shareholders
for the calendar year ended December 31, 2002           Part II

Portions of Proxy Statement for the 2003
Annual Meeting of Shareholders                          Part III

                                     PART I

ITEM 1.  BUSINESS.
         --------

General

     The Ziegler Companies, Inc. (the "Parent" and, collectively with its wholly
owned and  partially owned  and controlled  subsidiaries,  the "Company")  is  a
financial services holding company incorporated under  the laws of Wisconsin  in
1993 which  owns operating  subsidiary companies  in three  segments --  Capital
Markets, Investment  Services and  Corporate.   See  Note  14 to  the  Company's
Consolidated Financial Statements for information concerning the Company's three
reportable segments.  A list of  the Company's subsidiaries is filed as  Exhibit
21.1 to this Form 10-K.  All of  the companies are engaged in financial  service
businesses.  The Company's principal executive  offices are located at 250  East
Wisconsin Avenue, Milwaukee, Wisconsin 53202 and  its telephone number is  (414)
277-4400.   Previously the  Company's  executive offices  were  at 215  N.  Main
Street, West Bend, Wisconsin 53095.

                            CAPITAL MARKETS SEGMENT

     The Capital Markets segment  underwrites fixed income securities  primarily
for senior living and healthcare providers, religious institutions, and  private
schools.  Capital  Markets' services also  include financial advisory  services,
merger and acquisition services, sales on  an agency basis of complex  financial
instruments for financial  risk management, sales  and trading  of fixed  income
securities and  preferred  stock,  and Federal  Housing  Administration  ("FHA")
mortgage loan origination.  Capital  Markets activities are conducted  primarily
through  B.C.  Ziegler  and  Company  ("BCZ"),  except  that  Ziegler  Financing
Corporation ("ZFC") conducts  FHA mortgage loan  origination activities.   These
services   are   provided   primarily   to   institutions,   corporations,   and
municipalities.

                          INVESTMENT SERVICES SEGMENT

     The Investment Services  segment consists of  two operating  units:   Asset
Management and Wealth Management.  On  August 31, 2001, the Company disposed  of
its Portfolio Consulting  unit, PMC  International, Inc.  ("PMC"), previously  a
third operating unit.   The Company still  offers portfolio consulting  services
through the broker distribution network of its Wealth Management business  using
Company resources as well as third  party providers.  Asset Management  provides
investment advisory services to Company-sponsored mutual funds, the North  Track
Funds, and private accounts  for institutional and  individual clients.   Wealth
Management provides a wide  range of financial  products and financial  planning
services to retail  clients through its  broker distribution network,  including
equity and fixed-income securities, proprietary and non-affiliated mutual funds,
annuities and other insurance products.  Wealth Management is the primary retail
distribution channel  for religious  institution and  private school  bonds  and
other taxable and tax-exempt bonds underwritten by the Capital Markets  segment.
Allocated sales credits associated with  underwritten offerings are reported  in
the  Investment  Services  segment  when  sold  through  the  Company's   retail
distribution channels.  Asset Management  and Wealth  Management activities  are
conducted through BCZ.   Prior to the merger  of Ziegler Asset Management,  Inc.
into BCZ on January 1, 2001, Asset Management activities were conducted  through
Ziegler Asset Management, Inc.

                               CORPORATE SEGMENT

     The Corporate  segment  consists  primarily  of  the  investment  and  debt
management  activities   of  the   Parent   and  BCZ's   unallocated   corporate
administrative activities.  Certain corporate administrative costs are allocated
to the Capital Markets and the Investment Services segments using  methodologies
which consider the size of the operation, the extent of administrative  services
provided, the  number  of personnel,  and  other relevant  factors.    Corporate
segment investment activity includes  the Company's share  of the operations  of
Ziegler Healthcare  Fund I,  LP ("ZHF"),  a  small business  investment  company
("SBIC") that is in the business of originating and making subordinated loans to
qualified small  businesses,  primarily  for-profit  long-term  care  companies;
Ziegler Healthcare Capital, LLC ("ZHC"), the management company of ZHF; and  ZHP
I, LLC ("ZHP"), the general partner  of ZHF.  The  Company has an 11%  ownership
share, is the general partner through ZHP, and exercises significant control  in
ZHF and wholly owns ZHC and  ZHP.  The Company also  owns 67% of Ziegler  Equity
Funding I, LLC ("ZEF") a private equity fund whose purpose is to provide funding
for the pre-finance  development needs  of developmental  stage continuing  care
retirement communities.  The Corporate segment  includes the Company's share  of
the

<Page 4>

operations of ZEF.  ZEF is 33% owned by qualified officers and employees  of
the Company.    Each of  these  companies  is consolidated  into  the  Company's
financial statements.

                                  DISPOSITIONS

     In August, 2001, the Company exchanged its 100% interest in PMC, its
Denver-based managed account and performance reporting services subsidiary, for
a minority interest in The EnvestNet Group, Inc. ("EnvestNet").  In exchange for
the Company's interest in PMC, the Company received 9,681,784 shares of common
stock of EnvestNet valued at $9,500,000.  EnvestNet also assumed $8,000,000 in
debt owed to the Company.  EnvestNet paid $3,500,000 of the debt at closing and
$1,500,000 of the debt on August 31, 2002.  An additional $3,000,000 was
originally scheduled to be paid August 31, 2003.  In January 2003, the
$3,000,000 note due August 31, 2003 was amended to accelerate the payment of
accrued interest, and provide for the payment of $1,000,000 on August 31, 2003,
and $2,000,000 on August 31, 2004.  Interest on the amended $3,000,000 note will
remain at 12% and be paid monthly.  EnvestNet has experienced slower growth than
originally projected due to the continued decline in the equity markets and its
effect on the value of assets under administration.  These decreases caused
lower than anticipated revenues and cash flows at EnvestNet.  EnvestNet
requested the Company to extend the maturity on part of its note and has
obtained additional capital from existing and outside investors.  This
additional capital was provided to EnvestNet in exchange for preferred stock at
a price that was above the current carrying value of the Company's common stock
investment in EnvestNet.  The Company did not participate in the additional
capital contributions to EnvestNet.

     In the process of recording the disposition of PMC, the Company recorded a
gain in 2001 of $1,399,000 as the result of the receipt of cash at closings and
a gain of $600,000 in 2002 as the result of the receipt of the payment of the
note due in 2002.  Additional gains of $400,000 and $799,000 may be recorded in
2003 and 2004, if the amended note is paid as currently scheduled, and there is
no requirement to adjust the valuation of the common stock.  The remaining
deferred gain of $3,797,000 would be recognized upon the disposition of the
EnvestNet common stock, or at such time as the uncertainty of the valuation of
the common stock is removed.  Management has no reason to believe that the value
of the common stock has changed.  The investments in EnvestNet, including both
the note and common stock, are subject to various risks including, but not
limited to the cash requirements of EnvestNet's operations, competition in its
marketplace, equity market valuations, employee recruitment and retention, and
other factors.  Given the level of risks, it is possible that changes in the
value of these investments may occur in the future and the deferred gain may
have to be adjusted downward or, if significant, the recording of a loss may be
required.

     In conjunction with the receipt of EnvestNet stock, the Company became
party to an EnvestNet shareholders' agreement.  The shareholders' agreement
restricts the Company's ability to sell its interest in EnvestNet.  The Company
owns less than 20% of the common stock of EnvestNet at December 31, 2002, and
does not exert significant influence over EnvestNet.

     The financial results of PMC, which include all revenues and expenses prior
to the disposition, are included as part of the Investment Services segment.
The gain on the sale of PMC is reported in the Corporate segment.

                                BUSINESS FACTORS

     The general level of interest rates, the prospects for a general economic
recovery and economic growth, valuations in the equity markets, and many other
economic factors impact the investment and financing decisions of the Company's
customers, both institutional and retail.  In 2002, investment banking activity
in the form of bond underwriting and sales by the Capital Markets segment was at
its highest level in the past three years as the result of favorable market
factors.  The reductions in prevailing interest rates, the growing need for
senior housing, and, to some extent, the desire to refinance higher interest
rate debt contributed to the increased bond underwriting volumes in 2002.
Favorable economic factors do not generally result in an immediate increase in
bond underwriting volume and do not guarantee that bond underwriting volumes
will remain high.  The bond underwriting projects completed in 2002 were
generally started in previous years and finalized in 2002.  The Company
currently has a modest "pipeline" of bond underwriting projects, but these
projects may be affected by changes in these and other factors.  Historically,
the Company experiences uneven bond underwriting activity during the year.  In
general, the Company's underwriting activity (which is only part of the Capital
Markets segment) is slower during the early months of the year and higher levels
of activity are experienced in later months as issuers attempt to finalize

<Page 5>

financing activity before the end of the calendar year.  Given the sometimes
sporadic timing of the completion of underwriting projects, the demand for new
bond issues can change quickly when changes occur in economic or political
conditions.  Complementary services of the Capital Markets segment are
frequently performed coincident or in conjunction with bond underwritings and
may follow similar patterns.  Other activities such as FHA mortgage loan
origination may actually diminish during a low interest rate environment with
the increased availability of other low interest borrowing alternatives to
clients.

     The Investment Services segment was also affected by economic and market
circumstances.  The decreasing valuations in the equity markets provided a
significant demand for the Company's underwritten bonds from retail clients,
especially taxable church and school bonds that are sold exclusively to the
Company's retail clients.  However, the sale of other investment products, such
as mutual funds and equities, suffered under the same economic circumstances.
The sluggish economy, the lingering uncertainty related to the September 11,
2001 terrorist attacks, the war in Iraq, and the uncertain global political
environment have all served to diminish retail clients' overall investment
activity.

     The Asset Management business suffered from the decline in equity market
values.  Fees for this business unit are generally charged as a percentage of
the value of assets under management.  As the market value of the assets under
management declines, fees decline also.  The Company experienced success in
marketing its mutual funds and its separate account asset management business,
but was only  able to offset the reductions in assets under management due to
market value decreases and asset outflows.

     The Corporate segment was affected primarily by the decline in interest
rates and the reduction in investments.  The Company's substantial investment in
collateralized mortgage obligations ("CMOs"), whose interest rates are
relatively high compared to current market rates, were subject to an increase in
prepayments during 2002 over previous years.  Because of the higher rates on the
CMOs as compared to the cost of financing, the reduction in principal will
reduce the net interest income earned by the Company from this arrangement.  An
increase in short-term borrowing rates would further reduce net interest income,
by increasing the cost of carrying the CMOs.

     Liquidity is essential to the Company's businesses.  The Company's
liquidity could be impaired by an inability to sell securities from its
inventory, an inability to access the repurchase and securities lending markets,
or an inability to sell financial assets.  This situation may arise due to
circumstances that the Company may be unable to control, such as a general
market disruption, perceptions about the Company's creditworthiness or an
operational problem that affects third parties or the Company.  Further, the
Company's ability to sell financial assets may be impaired if other market
participants are seeking to sell similar assets at the same time.

     Substantial legal liability or a significant regulatory action against the
Company could have a material adverse financial impact or cause significant
reputational harm to the Company's businesses, which in turn could seriously
harm the Company's business prospects.  The Company faces significant legal
risks in its businesses, and the amount of damages claimed in litigation against
financial intermediaries are increasing.  In addition, the Company would expect
legal claims by customers and clients to increase in a market downturn.

     The Company, as a participant in the financial services industry, is
subject to extensive regulation.  Among other things, the Company could be fined
or prohibited from engaging in some of its business activities as a result of
administrative orders by regulators.  New laws or regulations or changes in
enforcement of existing laws or regulations applicable to the Company's clients
may also adversely affect its businesses.

<Page 6>

Results of Operations - 2002 Compared to 2001
---------------------------------------------

     The following table summarizes  the changes in  revenues and income  (loss)
before taxes of continuing operations of the Company.

                                           The Years Ended
                                             December 31,             Increase/
                                       2002             2001          (Decrease)
                                       ----             ----          ---------
 Revenues:                                  (in thousands)
 --------
   Capital Markets                    $31,245          $28,898         $  2,347
   Investment Services
     Asset Management                   8,373            8,405              (32)
     Wealth Management                 22,071           21,384              687
     Portfolio Consulting                   -           16,231          (16,231)
                                      -------          -------         --------
                                       30,444           46,020          (15,576)
   Corporate                            5,751            5,761              (10)
                                      -------          -------         --------

                                      $67,440          $80,679         $(13,239)
                                      -------          -------         --------
                                      -------          -------         --------
 Net income (loss) before taxes:
 ------------------------------
 Capital Markets                      $ 2,321          $ 4,070         $ (1,749)
   Investment Services
     Asset Management                    (665)            (616)             (49)
     Wealth Management                 (1,604)          (2,496)             892
     Portfolio Consulting                   -           (1,389)           1,389
                                      -------          -------         --------
                                       (2,269)          (4,501)           2,232
   Corporate                            2,741            2,632              109
                                      -------          -------         --------
                                      $ 2,793          $ 2,201         $    592
                                      -------          -------         --------
                                      -------          -------         --------

Customers and Raw Materials

     None of the Company's businesses  is subject to governmental  renegotiation
of profits; and none  is dependent on a  single customer or  a few customers  or
dependent on  a single  supplier of  raw materials  or a  few suppliers  of  raw
materials.  In no case are patents, trademarks, licenses or franchises important
other than securities brokerage and  investment advisory licenses under  federal
and state  laws and  regulations of  self regulatory  organizations and  service
marks which identify the "brands" of the Company and its affiliated mutual  fund
family.   None of  the Company's  businesses are  seasonal, although  commission
income will fluctuate depending upon the condition of the US securities markets.
None of  the businesses  engages in  significant operations  outside the  United
States.

Environmental Matters

     Compliance with federal,  state and local  laws and  regulations that  have
been enacted or adopted relating to the protection of the environment has had no
material effect upon the capital expenditures, earnings and competitive position
of the Company and its financial services subsidiaries.

Employees

     As of March 1, 2003 approximately  336 persons were employed full time  and
18 persons were employed part time by the Company and its subsidiaries.

<Page 7>

Statement Regarding Forward Looking Disclosure

     Except  for  the  historical  information  contained  or  incorporated   by
reference in this Annual Report on  Form 10-K, certain matters discussed  herein
or incorporated by reference, including (without limitation) under Part I,  Item
1, "Business  --  General  --  Business  Factors,"  "Business  --  Environmental
Matters," Item 3, "Legal Proceedings" and  under Part II, Item 7,  "Management's
Discussion and  Analysis  of Financial  Condition  and Results  of  Operations,"
contain  forward  looking  statements  that  involve  risks  and  uncertainties,
including (without limitation)  the effect  of economic  and market  conditions,
such as demand for  investment advisory, banking and  brokerage services in  the
markets served by  the Company, pricing  of services,  successful management  of
regulatory and legal risks which necessarily  accompany various segments of  the
Company's business,  interest  rates,  retention of  key  employees,  profitable
operations of  the institutional  trading desks,  competition in  the  financial
services industry, the ability to collect firm receivables and realize the value
of firm investments, the Company's ability to realize the value of goodwill  and
other intangible  assets, and  the  ability of  the  Company to  underwrite  and
distribute securities.  The forward looking  statements and statements based  on
the Company's  beliefs contained  in "Management's  Discussion and  Analysis  of
Financial Condition and Results of Operations" and "Quantitative and Qualitative
Disclosure about  Market  Risk"  represent  the  Company's  attempt  to  measure
activity in, and  to analyze  the many factors  affecting, the  markets for  its
products. There  can  be no  assurance  that:   (i)  the Company  has  correctly
measured or identified all of the factors affecting these markets or the  extent
of their likely impact; (ii) the publicly available information with respect  to
these factors on which the Company's analysis is based is complete or  accurate;
or (iii)  the  Company's  analysis  is  correct.    The  Company  undertakes  no
obligation to publicly update or revise any forward-looking statements,  whether
as a result of new information, future events or otherwise.

ITEM 2.  PROPERTIES.
         ----------

     The Company and  BCZ lease commercial  office space at  250 East  Wisconsin
Avenue, Milwaukee,  Wisconsin 53202-4209.   BCZ  also  owns an  office  building
located at 215 North Main Street in  West Bend, Wisconsin 53095 which serves  as
an office for the Company and  all subsidiaries.  This three-story building  has
approximately 65,000 square feet of space.

     BCZ occupies  leased  premises  at One  South  Wacker  Drive,  Suite  3080,
Chicago, Illinois  60606; 1185 Avenue of the Americas, 32nd Floor, New York, New
York   10036; 150  Second  Avenue, N.E.,  Suite  1150, St.  Petersburg,  Florida
33701; 200 California Street, Suite 400, San Francisco, California   94111-4341;
and 8100 Professional Place, Suite 312,  Landover, Maryland  20785.  Other  than
the above described office location in West Bend, Wisconsin, all branch  offices
of BCZ's Wealth  Management group are  located in leased  premises with  varying
lease terms from one to five years.

     The Company believes that its offices are well maintained and adequate  for
present needs.

ITEM 3.  LEGAL PROCEEDINGS.
         -----------------

     In the normal course of business, the  Company was named as a defendant  in
certain lawsuits.  These suits arose in connection with the Company's role as an
underwriter in various securities offerings as  well as a broker for  customers.
At December 31, 2002, one such lawsuit brought by an institutional investor  who
purchased a $5  million bond in  a primary offering  of securities was  pending.
The investor  requested rescission  under state  securities laws.   The  Company
settled the matter in January, 2003, under terms that are not expected to have a
significant impact on the Company's financial statements.

     The Company is also  the subject of customer  complaints and has also  been
named as a defendant  in various legal actions  arising from its securities  and
other businesses.   The Company has  established reserves  for potential  losses
that may result from these customer complaints and legal actions.  Although  the
outcome of litigation is always uncertain,  especially in the early stages of  a
complaint or  legal action,  based on  its understanding  of the  facts and  the
advice of legal counsel,  management believes that  resolution of these  actions
will not result in a  material effect on the  financial condition or results  of
operations of the Company.  However, if during any period any adverse  complaint
or legal action should become probable or be resolved, the results of operations
could be significantly affected.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
         ---------------------------------------------------

     No matters were submitted during the fourth quarter of fiscal year 2002  to
a vote of security holders.

<Page 8>

EXECUTIVE OFFICERS OF THE COMPANY

     Information regarding the  officers of  the Company  as of  March 1,  2003,
which is not part of the Company's  Proxy Statement for the 2003 Annual  Meeting
is as follows:

<TABLE>
Name                      Age             Position
----                      ---             --------
<S>                       <C>             <C>
John J. Mulherin          51              President and Chief Executive Officer of the Company

Gary P. Engle             50              Senior Vice President, Chief Financial Officer and
                                          Chief Administrative Officer of the Company

S. Charles O'Meara        52              Senior Vice President, Secretary and General Counsel of the Company

Jeffrey C. Vredenbregt    49              Vice President, Controller and Treasurer of the Company
</TABLE>

Officers of Subsidiaries Deemed Executive Officers of the Company

<TABLE>
Name                      Age             Position
----                      ---             --------
<S>                       <C>             <C>
Donald A. Carlson         56              Senior Managing Director - Capital Markets Group

Thomas R. Paprocki        48              Chief Operating Officer - Capital Markets Group

Darrel P. Frank           44              Senior Managing Director - Services and Technology Group

David G. Stoeffel         44              Senior Managing Director - Asset Management Group

Brian K. Andrew           40              Chief Investment Officer - Asset Management Group

Robert J. Tuszynski       43              Senior Vice President and Managing Director - Asset
                                          Management Group

John C. Todd              54              Senior Managing Director - Wealth Management Division
</TABLE>

Each officer serves until his successor is elected and qualified.  Officers are
appointed by the board of directors.  There is no arrangement or understanding
between any officer and any other person pursuant to which he was elected as an
officer.  Each of the above officers has been acting in such capacity with the
Company for the past five years except as follows:

     Mr. Mulherin has been President and Chief Executive Officer of the Company
     since February 2000.  From June 1999 to February 2000, Mr. Mulherin was
     chief administrative officer at Villanova Capital, the asset management
     group of Nationwide Insurance.  Prior to joining Villanova Capital, Mr.
     Mulherin served as president of National Financial Correspondent Services
     Company, Boston, a clearing subsidiary of Fidelity Investments, and
     previous to that served as chief operating officer of Fidelity Investments
     Institutional Services Company, a mutual fund distribution and services
     organization since August 1995.

     Mr. Engle has been Senior Vice President, Chief Financial Officer and Chief
     Administrative Officer of the Company since April 1999.  Prior to joining
     the Company, Mr. Engle was Chief Financial Officer of trusts and
     investments at Firstar Corp, a financial services company, since 1996.

<Page 9>

     Mr. Stoeffel joined the Company as Senior Managing Director - Asset
     Management Group in February 2003.  Prior to joining the Company, Mr.
     Stoeffel was Senior Vice President of Nomura Asset Management U.S.A. Inc.,
     Business Units Sales/Marketing, from 1998 to 2003 and Eastern Division
     Manager of Brinson Funds, a mutual company, from 1997 to 1998.  Mr.
     Stoeffel was appointed as an executive officer of the Company as of March
     26, 2003.

     Mr. Andrew has been Chief Investment Officer - Asset Management Group since
     2001.  He was previously an officer of Ziegler Asset Management, Inc., a
     former subsidiary of the Company, since September 1994.

     Mr. Tuszynski has been Senior Vice President and Managing Director - Asset
     Management Group since 1999.  He was previously a Senior Vice President of
     B.C. Ziegler and Company, a subsidiary of the Company, from 1995-1999.

     Mr. Todd has been the Senior Managing Director, Wealth Management Division
     since 2002.  He was previously the Director of Sales at Disciplined
     Investment Advisors, an investment management company, since 1998.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

     On December 28, 1998, Brian Andrew consented to entry of an  administrative
order by the  Securities and Exchange  Commission, based on  certain actions  he
took as an employee of  an unaffiliated prior employer  in the management of  an
unaffiliated investment company between February 1993 and March 1994.  Under the
terms of the order, Mr. Andrew paid a civil forfeiture and his activities as  an
associated person of an  investment advisor were  subject to certain  conditions
for one year.

<Page 10>

                                    PART II

     Page references to the Company's 2002 Annual Report to Shareholders in this
Part II refer  to the hard  copy print  report, and not  to pages  on the  SEC's
electronic filing system, EDGAR.

ITEM 5.  MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
         ----------------------------------------------------------------------

     The Company's Common Stock is traded under the symbol "ZCO" on the American
Stock Exchange.  Information about the range of bid and asked quotations for the
Company's Common Stock on  the American Stock Exchange  for each quarter  during
the Company's  2002  and  2001  fiscal years  and  information  about  the  cash
dividends paid on the  Company's Common Stock for  each quarter during 2002  and
2001 may be found on page 46 of the Company's 2002 Annual Report to Shareholders
incorporated herein by reference.  On March 14, 2003, the average of the bid and
ask price of the Company's Common Stock was $14.55.   As of March 14, 2003,  the
Company had approximately 233 record holders of its Common Stock.

ITEM 6.  SELECTED FINANCIAL DATA.
         -----------------------

     Information about  the  Company's  operating revenue,  net  income  (loss),
earnings (loss) per share  of common stock, cash  dividends per share  declared,
total assets,  long-term obligations,  short-term notes  payable,  shareholders'
equity and book value per share  for the fiscal years  1998 through 2002 may  be
found on page 44 of the Company's  2002 Annual Report to Shareholders, which  is
incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         -----------------------------------------------------------------------
         OF OPERATIONS.
         -------------

     Information about the Company's analysis of financial condition and results
of operations for the fiscal years 2002, 2001 and 2000 may be found on pages  31
through 43  of  the Company's  2002  Annual  Report to  Shareholders,  which  is
incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
          ---------------------------------------------------------

     Risk is  an  inherent part  of  the  Company's business  activities.    The
potential for  changes  in  value of  the  Company's  financial  instruments  is
referred to as "market risk."  Market risk to the Company arises from changes in
interest rates, credit spreads and other relevant factors.

     Interest Rate Risk

     Interest rate  risk, one  component of  market  risk, arises  from  holding
interest sensitive financial instruments  such as municipal, institutional,  and
corporate bonds,  and  certain preferred  equities.   The  Company  manages  its
exposure to interest rate risk by  monitoring its inventory with respect to  its
total capitalization and  regulatory net  capital requirements.   The  Company's
inventory of securities is marked to market and, accordingly, represents current
value with no unrecorded gains or losses in value.  While a significant  portion
of the Company's securities may have contractual maturities in excess of several
years, the  inventory,  on  average, turns  over  frequently  during  the  year.
Accordingly, the turnover of inventory mitigates  the exposure to interest  rate
risk.

     The  Company's   other   investments   include   government-agency   backed
collateralized mortgage obligations ("CMOs")  issued by the Government  National
Mortgage Association  and  the Federal  National  Mortgage Association.    These
investments have a fixed rate of interest and are subject to scheduled and early
prepayments.  The Company finances the  CMOs using a repurchase agreement.   The
Company is exposed to  the risk that the  cost of financing,  which is based  on
short-term rates adjusted  monthly, would exceed  the interest  received on  the
CMOs, which is  a fixed  coupon extending  to maturity.   Management  is of  the
opinion that  the  spread  between the  rate  of  interest earned  and  paid  is
sufficient to mitigate the  risk of loss in  net interest received versus  paid.
Management continuously  reviews  these  positions for  an  adequate  spread  in
interest rates.

     Equity Price Risk

     Equity price risk results from exposure to changes in the prices of  equity
securities.  The Company  faces equity price  risk with respect  to the fees  it
earns  on the  portfolio  of  assets it  manages  for clients.   As of  December

<Page 11>

31,  2002,  the  Company  managed  a  portfolio   with  an  aggregate  value  of
approximately  $1.9 billion in  the form of  separately managed  and mutual fund
accounts.  Of the  total, $539 million  relates to equity securities portfolios.
Continued declines in  the equities  market could adversely affect the amount of
fee based  revenues.  While  this  exposure is  present, quantification  remains
difficult  due  to  the  number  of other  variables affecting  fee income.   In
general,  a  reduction  in   assets  will  cause   a  reduction  in  revenue  of
approximately  the  same  proportion.  Interest  rate  changes  can also have an
effect  on fee income  as it relates to  the value  of fixed  income  securities
portfolios.

     In addition to the CMOs noted above, other investments also include  common
stock in  the form  of the  Company's investment  in The  EnvestNet Group,  Inc.
("EnvestNet") and  partnership investments  owned by  ZEF.   There is  no  ready
market for these securities; accordingly, the Company has established procedures
to periodically review these securities for  proper valuation.  See "Results  of
Operations" in the  Management Discussion  and Analysis  section for  additional
information.

     Financial Instruments

     The  table  below  provides  information  about  the  Company's   financial
instruments as of  December 31, 2002  that are sensitive  to market  risk.   For
securities owned and debt obligations, the  table presents principal cash  flows
and related weighted  average interest rates  by expected maturity  dates.   For
common stock and  partnership interests, the  table presents the  cost and  fair
value of the investments.  The  common stock is listed  as not resulting in  any
regular cash flows during the next five years, although cash flows may occur  if
the common stock is sold.  The  partnership interests are expected to provide  a
return of capital plus earnings in  the periods specified.  The table  specifies
the current expectation of the cash flows, but makes no assumptions or estimates
as to earnings.   Trading accounts are shown  in the caption "Securities  Owned"
and non-trading accounts are shown in all other captions.

<Page 12>

TRADING AND NON-TRADING PORTFOLIO

<TABLE>
                                                              Scheduled Maturity Dates

                                             2003      2004       2005      2006       2007    Thereafter    Total    Fair Value
                                             ----      ----       ----      ----       ----    ----------    -----    ----------
<S>                                          <C>       <C>        <C>       <C>        <C>        <C>         <C>        <C>
                                                                        (U.S. Dollars in Thousands)
ASSETS
------

SECURITIES OWNED - FIXED RATE
-----------------------------
     Municipal bond issues                   $   24     $  --     $2,455     $   35    $   --     $28,447    $30,961     $29,843
     Weighted average interest rate           3.50%                2.50%      5.33%                 5.94%

     Preferred Stock                             --        --         --         --        --       1,780      1,780       1,770
     Weighted average interest rate                                                                 8.19%

     Institutional Bonds                          9        38         55        115        35       1,526      1,778       1,708
     Weighted average interest rate           5.64%     4.50%      5.00%      5.45%     5.89%       6.95%

     Other                                       --        --         --         --        --         767        767         767
     Weighted average interest rate                                                                 5.31%

SECURITIES OWNED - VARIABLE RATE
--------------------------------
     Municipal Variable rate demand notes        --        --         --         --                19,800     19,800      19,800
     Weighted average interest rate                                                                 1.58%

NOTES RECEIVABLE                              4,438     1,277      5,972      4,134     6,862       2,159     24,842      24,842
----------------
     SBA Qualified Borrowers (1)<F1>            872       888      5,547      3,749     6,643       2,160     19,859      19,859
     Weighted average interest rate          12.95%    12.98%     12.95%     13.14%    13.24%      13.85%

     Other                                    3,566       389        424        385       219          --      4,983       4,983
     Weighted average interest rate           8.76%     3.92%      3.98%      4.09%     3.81%

OTHER INVESTMENTS - CMOS(2)<F2>                  --        --         --         --        --      21,382     21,382      21,382
-------------------------------
     Weighted average interest rate                                                                 7.88%

OTHER INVESTMENTS - COMMON STOCK                 --        --         --         --        --       9,500      9,500       9,500
--------------------------------

OTHER INVESTMENTS- PARTNERSHIP INTERESTS      1,000        --         --         --        --          --      1,000       1,000
----------------------------------------

<Page 13>

LIABILITIES
-----------

SHORT-TERM NOTES PAYABLE (3)<F3>             $4,682    $   --     $   --     $   --    $   --      $   --     $4,682      $4,682
--------------------------------
     Weighted average interest rate           2.76%

SECURITIES SOLD UNDER AGREEMENTS
TO REPURCHASE(3)<F3>                         21,268        --         --         --        --          --     21,268      21,268
--------------------------------
     Weighted average interest rate           1.62%

LONG-TERM DEBT
     SBA Debentures (4)<F4>                      --        --         --         --        --      14,090     14,090      14,090
     Other                                      405       405        405        405       405       6.16%
                                              5.59%     5.59%      5.59%      4.80%     4.80%          --      2,025       2,025
</TABLE>

(1)<F1>   These balances are notes receivable of ZHF, the partially owned
          entity, and are not directly payable to the Company.
(2)<F2>   Assumes no prepayment  When prepayments occur, the corresponding debt
          used to finance these investments will decrease by a similar amount.
(3)<F3>   The information includes actual interest  rates at December 31,  2002.
          These securities are likely to be  renewed with the lenders when  due.
          The future interest rates cannot be predicted.
(4)<F4>   These balances are related to ZHF, the partially owned entity, and are
          not a direct obligation of the Company.

<Page 14>

     Material limitations exist in determining the overall net market risk
exposure to the Company.  The information presented can be affected by many
assumptions, including the levels of market interest rates, prepayments of
principal on notes and other investments, the turnover of securities owned,
the credit quality of obligors and issuers, and other factors.  Therefore,
the above information should not be relied upon as indicative of future
actual results.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
         -------------------------------------------

     The Company's Consolidated Financial Statements containing consolidated
statements of financial condition for the years 2002 and 2001 may be found
on page 10 of the Company's 2002 Annual Report to Shareholders; and
consolidated statements of operations for the years 2002, 2001 and 2000 may
be found on page 11 of the Company's 2002 Annual Report to Shareholders,
consolidated statements of cash flows for the years 2002, 2001 and 2000 may
be found on pages 13 and 14 of the Company's 2002 Annual Report to
Shareholders; consolidated statements of changes in stockholders' equity for
2002, 2001 and 2000 may be found on page 12 of the Company's 2002 Annual
Report to Shareholders.  The notes to the consolidated financial statements,
together with the reports of KPMG LLP and Arthur Andersen LLP may be found
on pages 15 through 30 of the Company's 2002 Annual Report to Shareholders.
Such Consolidated Financial Statements and reports of KPMG LLP and Arthur
Andersen LLP are incorporated herein by reference.  For additional
information regarding Arthur Andersen and its report, see Exhibit 23.2.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         ---------------------------------------------------------------
         FINANCIAL DISCLOSURE.
         --------------------

     Information regarding a change in independent auditors in 2002 was
previously reported in two Current Reports on Form 8-K dated as of May 31,
2002 and July 24, 2002, respectively.  There have been no other reportable
events.

<Page 15>

                                  PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
            --------------------------------------------------

     Information about the Company's directors and those persons nominated
to become directors may be found on pages 3-4 of the Company's Proxy
Statement relating to the Annual Meeting of Shareholders currently scheduled
for April 22, 2003 (the "2003 Proxy Statement") and is incorporated herein
by reference.

     Information relating to "Section 16(a) Beneficial Ownership Reporting
Compliance" may be found on page 13 of the 2003 Proxy Statement and is
incorporated herein by reference.

     Additional information, which is not a part of the 2003 Proxy
Statement, is set forth in Part I above under the heading "Executive
Officers of the Company." Such information is incorporated herein by
reference.

ITEM 11.    EXECUTIVE COMPENSATION.
            ----------------------

     Information required under Item 11 about the compensation paid by the
Company to its Directors, Chief Executive Officer and other executive
officers of the Company may be found on pages 5-6, pages 8-9 and page 10 of
the Company's 2003 Proxy Statement and is incorporated herein by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            --------------------------------------------------------------
            AND RELATED STOCKHOLDER MATTERS.
            -------------------------------

     Information concerning security ownership of certain beneficial owners
and management may be found on pages 2-3  of the Company's 2003 Proxy
Statement and is incorporated herein by reference.

     The following table summarizes information about the Company's Common
Stock that may be issued upon the exercise of options, warrants and rights
under the Company's equity compensation plans as of December 31, 2002:

<TABLE>
                                               EQUITY COMPENSATION PLAN INFORMATION

                                                                          (B)                      (C)
                                                                       WEIGHTED-                NUMBER OF
                                                                        AVERAGE            SECURITIES REMAINING
                                                   (A)                  EXERCISE           AVAILABLE FOR FUTURE
                                                NUMBER OF               PRICE OF          ISSUANCE UNDER EQUITY
                                         SECURITIES TO BE ISSUED      OUTSTANDING           COMPENSATION PLANS
                                            UPON EXERCISE OF            OPTIONS,                (EXCLUDING
                                          OUTSTANDING OPTIONS,          WARRANTS         SECURITIES REFLECTED IN
PLAN CATEGORY                              WARRANTS AND RIGHTS         AND RIGHTS              COLUMN (A))
-------------                              -------------------         ----------        -----------------------
<S>                                                <C>                    <C>                      <C>
Equity compensation plans approved
  by security holders (1)<F5>                    291,450                 $18.04                  112,550
Equity compensation plans not
  approved by security holders (2)<F6>            28,782(3)<F7>          $15.88(3)<F7>                -0-(4)<F8>
Total                                            320,232                 $17.93                  112,550
</TABLE>

(1)<F5>   Equity compensation plans approved by security holders include the
          Company's 1998 Stock Incentive Plan (the "1998 Plan") and the
          Company's 1993 Employees' Stock Incentive Plan (the "1993 Plan").

          The 1998 Plan was approved by shareholders on April 20, 1998.  No
          further awards or grants have been made under the 1993 Plan since the
          1998 Plan was approved by shareholders.  Options granted under the
          1993 Plan remain in effect until they have been exercised or have
          expired.

<Page 16>

          In 2002, the 1998 Plan was amended, without shareholder approval, to
          increase the maximum number of shares of restricted stock that may be
          issued in one year from 20,000 to 30,000.  The 1998 Plan is designed
          to permit the grant of not more than a total of 435,000 shares of
          Common Stock (not more than 43,500 annually to any participant) in the
          form of non-qualified stock options, incentive stock options, stock
          appreciation rights and restricted stock (a maximum of 30,000 shares
          of restricted stock may be granted in any calendar year).  The purpose
          of the 1998 Plan is to provide incentive for key employees of the
          Company and its subsidiaries to improve corporate performance on a
          long-term basis, and to attract and retain key employees and qualified
          directors.

(2)<F6>   Equity plans not approved by security holders include a Deferred Stock
          Agreement between the Company and John J. Mulherin effective as of
          March 19, 2002 (the "Deferred Stock Agreement"), two stock option
          awards of 10,000 and 5,000 shares, respectively, to two officers of
          the Company, the Director's annual retainer and the Directors Deferred
          Stock Arrangement, all as described in the following paragraphs.

          Pursuant to the Deferred Stock Agreement, the Company agreed to issue
          5,000 shares of Common Stock ("Deferred Stock") to Mr. Mulherin on
          January 31, 2005, or earlier upon certain conditions.  The shares
          vested upon grant.  Mr. Mulherin has the right to receive dividends,
          if any, on the Deferred Stock.

          In 1993 and 1997, the Company issued options to purchase 10,000 shares
          and 5,000 shares, respectively, of Common Stock to two of its officers
          (Mr. O'Meara and Mr. Tuszynski).  The option price for both grants was
          the fair market value of the Common Stock at the date of grant.  The
          options became exercisable one year following the date of grant and
          expire ten years after the grant date.  The options must be exercised
          while the grantee is employed by the Company or a subsidiary of the
          Company or, under certain circumstances, within three months of
          termination of service with the Company.  The 10,000 options issued to
          Mr. O'Meara expired, with no options being exercised, on January 22,
          2003.

          The $11,000 annual retainer paid to directors is paid in Common Stock
          unless deferred by a director.  The Deferred  Compensation Plan for
          Directors allows non-employee directors of the Company to defer the
          receipt of their annual retainer otherwise payable in Common Stock for
          serving on the Board of Directors.  Prior to December 31 of each year,
          non-employee directors may irrevocably elect to participate in the
          Company's Deferred Compensation Plan for Directors for the following
          year.  The annual retainer is deferred into a stock unit account
          established on the director's behalf.  Annual retainers deferred into
          stock unit accounts are credited with shares of Common Stock based on
          the closing price of the Common Stock shortly after the Company's
          earnings are released for the first quarter of the year. Deferred
          compensation is distributed following the termination of the
          director's service to the Company either in ten annual installments
          or, upon application of the director, upon such terms and conditions
          as the Board of Directors determines. Distributions from stock unit
          accounts are made solely in shares of Common Stock. Pursuant to the
          Deferred Compensation Plan for Directors, 8,782 stock units, payable
          on a one-for one-basis in shares of Common Stock, were credited to
          stock unit accounts as of December 31, 2002.

(3)>F7>   The Deferred Stock and the deferred stock units issuable under the
          Deferred Compensation Plan for Directors are included in column (a),
          but because there is no "exercise price" associated with the Deferred
          Stock or the stock units, they are not reflected in column (b).

(4)<F8>   The Deferred Compensation Plan for Directors does not reserve a set
          number of shares of Common Stock, nor is there a set number of shares
          reserved for issuance for annual retainers issuable to directors not
          participating in the Deferred Compensation Plan for Directors.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
            ----------------------------------------------

     Information concerning certain relationships and related transactions
may be found on page 12 of the Company's 2003 Proxy Statement and is
incorporated herein by reference.

ITEM 14.  CONTROLS AND PROCEDURES.
          -----------------------

     The Company maintains disclosure controls and procedures designed to ensure
that the information the Company must disclose in its filings with the
Securities and Exchange Commission is recorded, processed, summarized and
reported on a timely basis. The Company's principal executive officer and
principal financial officer have reviewed and evaluated the Company's disclosure
controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") as of a date
within 90 days prior to the filing date of this report (the "Evaluation Date").
Based on their evaluation, these officers have concluded that, as of the
Evaluation Date, the Company's disclosure controls and procedures are effective
in bringing to their attention on a timely basis material information relating
to the Company required to be included in the Company's periodic filings under
the Exchange Act.

     Since the Evaluation Date, there have not been any significant changes in
the internal controls of the Company, or in other factors that could
significantly affect these controls subsequent to the Evaluation Date.

<Page 17>

                                    PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
          ----------------------------------------------------------------

ITEM 15(A).  CERTAIN INFORMATION
             -------------------

     1.   Financial Statements

          The following financial statements are incorporated herein by
          reference in Part II at Item 8 above.

          (i)   Consolidated statements of financial condition - December
                31, 2002 and 2001.

          (ii)  Consolidated statements of operations - years ended
                December 31, 2002, 2001 and 2000.

          (iii) Consolidated statements of stockholders' equity - years
                ended December 31, 2002, 2001 and 2000.

          (iv)  Consolidated statements of cash flows - years ended
                December 31, 2002, 2001 and 2000.

          (v)   Notes to Consolidated Financial Statements.

          (vi)  Report of KPMG LLP, Independent Auditors.

          (vii) Report of Arthur Andersen LLP, Independent Public
                Accountants.

     2.   Supplementary Data and Financial Statement Schedule

          The following report and financial statement schedule in response to
          this Item 15(a) is submitted as a separate section of this report:

                                                              Page
                                                              ----
          Independent Auditors' Report.......................  19
          Schedule II - Valuation and Qualifying Accounts....  20

    3.    Exhibits

          See the Exhibit Index included as the last part of this report, which
    is incorporated herein by reference.  Each management contract and
    compensatory plan or arrangement required to be filed as an exhibit to this
    report is identified in the Exhibit Index by an asterisk following its
    exhibit number.

ITEM 15(B).  REPORTS ON FORM 8-K
             -------------------

     No reports on Form 8-K were filed during the fourth quarter of 2002.

ITEM 15(C).  EXHIBITS
             --------

     See the Exhibit Index included as the last part of this report, which
is incorporated herein by reference.

<Page 18>

ITEM 15(D). FINANCIAL STATEMENT SCHEDULES
            -----------------------------

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders and the Board of Directors
of The Ziegler Companies, Inc.:

On January 28, 2003, we reported on the consolidated statement of financial
condition of The Ziegler Companies, Inc. and Subsidiaries (the Company) as of
December 31, 2002, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year then ended, which are included
in the 2002 Annual Report on Form 10-K. The consolidated financial statements
and the related financial statement schedules of The Ziegler Companies, Inc. and
Subsidiaries, as of December 31, 2001 and 2000, were audited by other auditors
who have ceased operations.  Those auditors expressed an unqualified opinion on
the consolidated financial statements for 2001 and 2000 in their report dated
February 9, 2002, and the related financial statement schedules in their report
dated March 18, 2002.  In connection with our audit of the aforementioned 2002
consolidated financial statements, we also audited the related financial
statement schedule as listed in Item 15(a)2. The financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion on the financial statement schedule based on our audit.

In our opinion, such 2002 financial statement schedule, when considered in
relation to the consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

KPMG LLP
Milwaukee, Wisconsin
January 28, 2003

THE REPORT SET FORTH BELOW IS A COPY OF A PREVIOUSLY ISSUED AUDIT REPORT BY
ARTHUR ANDERSEN LLP.  THIS REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP
IN CONNECTION WITH ITS INCLUSION IN THIS FORM 10-K.

AFTER REASONABLE EFFORTS, WE HAVE NOT BEEN ABLE TO OBTAIN THE WRITTEN CONSENT OF
ARTHUR ANDERSEN LLP AS REQUIRED BY SECTION 7 OF THE SECURITIES ACT OF 1933 FOR
OUR REGISTRATION STATEMENTS ON FORM S-8.  ACCORDINGLY, INVESTORS WILL NOT BE
ABLE TO SUE ARTHUR ANDERSEN LLP PURSUANT TO SECTION 11(A)(4) OF THE SECURITIES
ACT WITH RESPECT TO ANY SUCH REGISTRATION STATEMENTS AND, THEREFORE, ULTIMATE
RECOVERY ON A SUCCESSFUL CLAIM MAY BE LIMITED.  THE ABILITY OF INVESTORS TO
RECOVER FROM ARTHUR ANDERSEN LLP MAY ALSO BE LIMITED AS A RESULT OF ARTHUR
ANDERSEN LLP'S FINANCIAL CONDITION OR OTHER MATTERS RESULTING FROM THE VARIOUS
CIVIL AND CRIMINAL LAWSUITS AGAINST THAT FIRM.  FOR FURTHER INFORMATION, SEE
EXHIBIT 23.2

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL SCHEDULE

To the Board of Directors and Shareholders of The Ziegler Companies, Inc.:

We have audited in accordance with auditing standards generally accepted in the
United States, the financial statements included in The Ziegler Companies, Inc.
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 9, 2002.  Our audit was made for
the purpose of forming an opinion on those statements taken as a whole.
Supplemental Schedule II is the responsibility of the Company's management and
are presented for the purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements.  This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
March 18, 2002

<Page 19>

                          THE ZIEGLER COMPANIES, INC.
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<TABLE>
                                     COL. A              COL. B              COL. C              COL. D              COL. E
                                     ------              ------              ------              ------              ------
<S>                                   <C>                 <C>                 <C>                 <C>                 <C>

                                                                ADDITIONS

DESCRIPTION

                                   Balance at           Charged            Charged to                              Balance at
                                  December 31,             to            Other Accounts        Deductions         December 31,
                                      2001              Expense           (Note 1)<F9>       (Note 2)<F10>            2002
                                      ----              -------           -----------        -------------            ----
Reserve for losses (Note 3)<F11>   $  332,825           $  4,186           $(174,603)         $    (8,222)         $  154,186
                                   ----------           --------           ---------          -----------          ----------
                                   ----------           --------           ---------          -----------          ----------

                                   Balance at           Charged            Charged to                              Balance at
                                  December 31,             to           Other Accounts-       Deductions-         December 31,
                                      2000              Expense           (Note 1)<F9>       (Note 2)<F10>            2001
                                      ----              -------           -----------        -------------            ----
Reserve for losses (Note 3)<F11>   $2,682,636           $174,608           $(355,409)         $(2,169,010)         $  332,825
                                   ----------           --------           ---------          -----------          ----------
                                   ----------           --------           ---------          -----------          ----------

                                   Balance at           Charged            Charged to          Balance at
                                  December 31,             to           Other Accounts-       Deductions-         December 31,
                                      1999              Expense           (Note 1)<F9>       (Note 2)<F10>            2000
                                      ----              -------           -----------        -------------            ----
Reserve,for,losses (Note 3)<F11>   $2,605,596           $314,715           $(154,500)         $  (83,175)          $2,682,636
                                   ----------           --------           ---------          -----------          ----------
                                   ----------           --------           ---------          -----------          ----------
</TABLE>

(1)<F9>   These amounts represent adjustments to prior charge-offs.
(2)<F10>  These deductions represent  charge-offs for the purpose for which  the
          reserve was established.
(3)<F11>  The reserve is offset against the corresponding assets in the  balance
          sheet.

<Page 20>

                                   SIGNATURES

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

                                 THE ZIEGLER COMPANIES, INC.

    March 28, 2003               By  /s/ John J. Mulherin
                                   ---------------------------------------------
                                       John J. Mulherin
                                       President, CEO and Director
                                       (Principal Executive Officer)

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

    March 28, 2003               /s/ Donald A. Carlson, Jr.
                                 -----------------------------------------------
                                 Donald A. Carlson, Jr., Director

    March 28, 2003               /s/ Gary P. Engle
                                 -----------------------------------------------
                                 Gary P. Engle
                                 Senior Vice President, Chief Financial Officer
                                 and Chief Administrative Officer
                                 (Principal Financial Officer)

    March 28, 2003               /s/ John C. Frueh
                                 -----------------------------------------------
                                 John C. Frueh, Director

    March 28, 2003               /s/ Gerald J. Gagner
                                -----------------------------------------------
                                 Gerald J. Gagner, Director

    March 28, 2003               /s/ Peter R. Kellogg
                                 -----------------------------------------------
                                 Peter R. Kellogg, Director and Chairman

    March 28, 2003               /s/ John J. Mulherin
                                 -----------------------------------------------
                                 John J. Mulherin, President, Chief Executive
                                 Officer and Director (Principal Executive
                                 Officer)

    March 28, 2003               /s/ Jeffrey C. Vredenbregt
                                 -----------------------------------------------
                                 Jeffrey C. Vredenbregt
                                 Vice President, Treasurer and Controller
                                 (Principal Accounting Officer)

    March 28, 2003               /s/ Bernard C. Ziegler III
                                 -----------------------------------------------
                                 Bernard C. Ziegler III, Director

<Page S-1>

                                 CERTIFICATIONS

     I, John J. Mulherin, certify that:

     1.   I have  reviewed  this annual  report  on  Form 10-K  of  The  Ziegler
Companies, Inc.;

     2.   Based on my knowledge, this annual report does not contain any  untrue
statement of a material fact or omit to state a material fact necessary to  make
the statements made, in light of  the circumstances under which such  statements
were made, not  misleading with  respect to the  period covered  by this  annual
report;

     3.   Based on my knowledge, the  financial statements, and other  financial
information included  in this  annual report,  fairly  present in  all  material
respects the financial condition,  results of operations and  cash flows of  the
registrant as of, and for, the periods presented in this annual report;

     4.   The registrant's other certifying officers  and I are responsible  for
establishing and maintaining disclosure controls  and procedures (as defined  in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a)   designed such disclosure controls  and procedures to ensure  that
     material information relating to the registrant, including its consolidated
     subsidiaries, is  made  known  to  us  by  others  within  those  entities,
     particularly during  the  period  in which  this  annual  report  is  being
     prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
     controls and procedures as  of a date  within 90 days  prior to the  filing
     date of this annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  report  our  conclusions  about  the
     effectiveness of  the  disclosure  controls and  procedures  based  on  our
     evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
on our  most recent  evaluation,  to the  registrant's  auditors and  the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

          a)   all significant  deficiencies  in  the  design  or  operation  of
     internal controls which could adversely affect the registrant's ability  to
     record, process, summarize  and report financial  data and have  identified
     for the registrant's auditors any material weaknesses in internal controls;
     and

          b)   any fraud, whether or not  material, that involves management  or
     other employees who have  a significant role  in the registrant's  internal
     controls; and

     6.   The registrant's other  certifying officers  and I  have indicated  in
this annual report whether there were  significant changes in internal  controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

     Date: March 28, 2003

/s/ John J. Mulherin
-----------------------------------
Chief Executive Officer

<Page S-2>

     I, Gary P. Engle, certify that:

     1.   I have  reviewed  this annual  report  on  Form 10-K  of  The  Ziegler
Companies, Inc.;

     2.   Based on my knowledge, this annual report does not contain any  untrue
statement of a material fact or omit to state a material fact necessary to  make
the statements made, in light of  the circumstances under which such  statements
were made, not  misleading with  respect to the  period covered  by this  annual
report;

     3.   Based on my knowledge, the  financial statements, and other  financial
information included  in this  annual report,  fairly  present in  all  material
respects the financial condition,  results of operations and  cash flows of  the
registrant as of, and for, the periods presented in this annual report;

     4.   The registrant's other certifying officers  and I are responsible  for
establishing and maintaining disclosure controls  and procedures (as defined  in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a)   designed such disclosure controls  and procedures to ensure  that
     material information relating to the registrant, including its consolidated
     subsidiaries, is  made  known  to  us  by  others  within  those  entities,
     particularly during  the  period  in which  this  annual  report  is  being
     prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
     controls and procedures as  of a date  within 90 days  prior to the  filing
     date of this annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  report  our  conclusions  about  the
     effectiveness of  the  disclosure  controls and  procedures  based  on  our
     evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
on our  most recent  evaluation,  to the  registrant's  auditors and  the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

          a)   all significant  deficiencies  in  the  design  or  operation  of
     internal controls which could adversely affect the registrant's ability  to
     record, process, summarize  and report financial  data and have  identified
     for the registrant's auditors any material weaknesses in internal controls;
     and

          b)   any fraud, whether or not  material, that involves management  or
     other employees who have  a significant role  in the registrant's  internal
     controls; and

     6.   The registrant's other  certifying officers  and I  have indicated  in
this annual report whether there were  significant changes in internal  controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

     Date: March 28, 2003

/s/ Gary P. Engle
----------------------------------
Chief Financial Officer

<Page S-3>

                          THE ZIEGLER COMPANIES, INC.

                      Exhibit Index to Report on Form 10-K
                  for the fiscal year ended December 31, 2002

<TABLE>
Exhibit                                                                   Incorporated by                   Filed
No.                            Description                                   Reference                    Herewith
---                            -----------                                   ---------                    --------
<S>                                <C>                                          <C>                          <C>
3.1            Articles of Incorporation of the Company    Previously filed as Exhibit C to the
                                                           Company's Proxy Statement dated March 8,
                                                           1993.

3.2            By-Laws of the Company                                                                         X

4.1            Indentures and Guaranty Agreement           Incorporated herein by reference under
                                                           Exhibit 10 below.

10             Material Contracts

10.1*<F12>     1993 Employees' Stock Incentive Plan        Incorporated by reference from the March 8,
                                                           1993 Proxy Statement.

10.2*<F12>     1998 Stock Incentive Plan (restated to      Previously filed as Exhibit 10.1 to the Form
               reflect amendments through April 23,        10-Q for the quarterly period ended June 30,
               2002)                                       2002.

10.3*<F12>     John Mulherin Employment Agreement and      Previously filed as Exhibit 10.4 to the  Form
               Offer Letter                                10-K for year ended December 31, 2000.

10.4*<F12>     Gary Engle Employment Agreement             Previously filed as Exhibit 10.5 to the Form
                                                           10-K for year ended December 31, 2000.

10.5           Letter Agreement with M&I Marshall &        Previously filed as Exhibit 10.6 to the  Form
               Ilsley Bank dated September 14, 1999 with   10-K for year ended December 31, 2000.
               Promissory Note

10.6           Promissory Note with M&I Marshall &         Previously filed as Exhibit 10.1 to the  Form
               Ilsley Bank dated April 30, 2002            10-Q for the quarterly period ended March 31,
                                                           2002.

10.7*<F12>     John J. Mulherin Promissory Note, dated     Previously filed as Exhibit 10.7 to Amendment
               December 29, 2000                           No. 1 to Form 10-K for year ended December
                                                           31, 2000.

10.8*<F12>     Form of John J. Mulherin Promissory Note,   Previously filed as Exhibit 10.8 to Amendment
               dated April 15, 2001                        No. 1 to Form 10-K for year ended December
                                                           31, 2000.

10.9*<F12>     2001 Outside Director Stock Option          Previously filed as Exhibit 10.9 to Form 10-K
               Agreement                                   for year ended December 31, 2001.

10.10*<F12>    Deferred Benefit Agreement between The                                                         X
               Ziegler Companies, Inc. and John J.
               Mulherin

10.11*<F12>    John C. Todd Employment Agreement                                                              X

10.12*<F12>    Form of Restricted Stock Agreement                                                             X

10.13*<F12>    Form of Nonqualified Stock Option                                                              X
               Agreement

10.14*<F12>    Nonstatutory Stock Option Agreement         Previously filed as Exhibit 99.6 to the
               between the Company and Robert J.           Company's Registration Statement on Form S-8
               Tuszynski dated as of the 9th day of        filed on March 29, 2000.
               January, 1997

<Page E-1>

10.15*<F12>    Form of directors deferred compensation     Previously filed as Exhibit 99.7 to the
               agreement                                   Company's Registration Statement on Form S-8
                                                           filed on March 29, 2000.

10.16*<F12>    Performance Vesting Incentive Stock                                                            X
               Option Agreement between the Company and
               John J. Mulherin dated August 17, 2000

10.17*<F12>    Stock Award between the Company and John                                                       X
               J. Mulherin made as of August 17, 2000

10.18*<F12>    Performance Stock Award Agreement between                                                      X
               the Company and John J. Mulherin dated as
               of August 17, 2000

10.19*<F12>    David Stoeffel Employment Agreement                                                            X

10.20*<F12>    Form of The Ziegler Companies, Inc.                                                            X
               Mandatory Deferred Bonus Plan

10.21*<F12>    Form of The Ziegler Companies, Inc.                                                            X
               Voluntary Deferral Bonus Plan

11.1           Statement Re Computation of Per Share       Incorporated from 2002 Annual Report to
               Earnings                                    Shareholders, filed as Exhibit 13.1.

13.1           2002 Annual Report to Shareholders                                                             X

21.1           List of Subsidiaries of the Company                                                            X

23.1           Consent of KPMG LLP--Independent Auditors                                                      X

23.2           Notice Regarding Consent of Arthur                                                             X
               Andersen LLP--Independent Public
               Accountants

99.1           Chief Executive Officer's certification                                                        X
               pursuant to 18 U.S.C. section 1350, as
               adopted pursuant to section 906 of the
               Sarbanes-Oxley Act of 2002

99.2           Chief Financial Officer's certification                                                        X
               pursuant to 18 U.S.C. section 1350, as
               adopted pursuant to section 906 of the
               Sarbanes-Oxley Act of 2002
</TABLE>

*<F12>  Indicates compensatory plan or arrangement.

<Page E-2>