THE ZIEGLER COMPANIES, INC.
               NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                        Monday, April 21, 1997
TO THE SHAREHOLDERS OF THE ZIEGLER COMPANIES, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of The
Ziegler Companies, Inc., will be held on Monday, April 21, 1997 at 10:00
A.M. (Central Daylight Time) at the West Bend Inn, 2520 West Washington
Street, West Bend, Wisconsin, for the following purposes:
           1.   To elect two directors for a term of three years.
           2.   To vote on a proposal to ratify the retention of Arthur
                Andersen LLP as auditors for 1997.
           3.   To transact any other business which may properly come
                before the meeting, or any adjournments thereof.
Shareholders of record at the close of business on February 28, 1997 will be
entitled to vote at the meeting and any adjournments thereof.  If you plan
to attend the meeting in person, and you are a shareholder whose shares are
not registered in your own name, please bring to the meeting either (i) the
original of the voting form sent to you by your broker with this Notice of
Annual Meeting and Proxy Statement, or (ii) other written evidence of your
beneficial ownership of shares on the record date, signed by a
representative of the record owner.
           A PROXY AND PROXY STATEMENT ARE ENCLOSED HEREWITH. 
           YOUR VOTE IS IMPORTANT.  TO ASSURE YOUR
           REPRESENTATION AT THIS MEETING, PLEASE FILL IN THE
           ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
           DIRECTORS, SIGN EXACTLY AS YOUR NAME APPEARS AND
           RETURN IMMEDIATELY.  SHAREHOLDERS WHO EXECUTE
           PROXIES RETAIN THE RIGHT TO REVOKE THEM AT ANY TIME
           BEFORE THEY ARE VOTED.
                                   By Order of the Board of Directors,
                                   /s/ Janine R. Yovanovich
                                   Janine R. Yovanovich
                                   Corporate Secretary
March 14, 1997
215 North Main Street
West Bend, Wisconsin 53095
<PAGE>
                      THE ZIEGLER COMPANIES, INC.
                         215 North Main Street
                      West Bend, Wisconsin 53095
                                                       March 14, 1997
                            PROXY STATEMENT
        ANNUAL MEETING OF SHAREHOLDERS, MONDAY, APRIL 21, 1997
This proxy statement is being mailed to the shareholders of The Ziegler
Companies, Inc. (the "Company") on March 14, 1997, in connection with the
solicitation by the Board of Directors of the Company of proxies for use at
the annual meeting of the shareholders to be held at the West Bend Inn, 2520
West Washington Street, West Bend, Wisconsin, at 10:00 A.M., (Central
Daylight Time) on Monday, April 21, 1997, and at any adjournments of such
meeting.
Execution of a proxy given in response to this solicitation will not affect
a shareholder's right to attend the meeting and to vote in person.  Presence
at the meeting by a shareholder who has signed a proxy does not in itself
revoke a proxy.  Any shareholder giving a proxy may revoke it at any time
before it is exercised by giving notice thereof to the Company in writing or
in open meeting.  Unless so revoked, the shares represented by proxies will
be voted at the meeting and at any adjournments thereof.  Where a
shareholder specifies a choice by means of a ballot provided in the proxy,
the shares will be voted in accordance with such specification.
Only shareholders of record on February 28, 1997 are entitled to vote at the
meeting.  As of that date, the Company's issued and outstanding voting
securities consisted of 2,445,257 shares of Common Stock, each having one
vote per share.
      STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is a tabulation indicating those persons who, as of February
28, 1997, were known by the Company to be the beneficial owners of more than
5% of any class of the Company's voting securities.  The following
information is based on reports on Schedule 13D filed with the Securities
and Exchange Commission or other reliable information.  To the best of the
Company's knowledge, all shareholdings represent shares actually owned and
do not include shares which the designated person has the right to acquire.


                                                Amount and Nature
     Title of             Name and Address        of Beneficial      Percent
      Class              of Beneficial Owner        Ownership       of Class

     Common Stock      Peter R. Kellogg (1)          400,300         16.37%
     $1.00 Par Value   120 Broadway
                       New York, New York
                       New West Investors,           183,500          7.50%
                       L.P. (2)
                       800 West State Street
                       Doylestown, Pennsylvania
(1)  Mr. Peter R. Kellogg, Chief Executive Officer and Senior Partner, Spear,
     Leeds & Kellogg, 120 Broadway, New York, New York, beneficially owns an
     aggregate of 400,300 shares of the Company's common stock.  Of those
     shares, 100,300 shares were owned by Mr. Kellogg personally, and 150,000
     shares were owned by I.A.T. Reinsurance Syndicate, Ltd. ("IAT"), a
     Bermuda corporation of which Mr. Kellogg is the sole holder of voting
     stock.  In addition, Mr. Kellogg may be deemed to be the indirect
     beneficial owner of 100,000 shares of common stock held by his wife, and
     50,000 shares of common stock held by the Peter R. and Cynthia K.
     Kellogg Foundation, by virtue of his shared disposition and voting
     power.  The aggregate number of shares of common stock, with respect to
     which Mr. Kellogg may be deemed to be the beneficial owner is 400,300
     shares.
(2)  New West Investors, L.P. ("New West"), 800 West State Street,
     Doylestown, Pennsylvania, filed Schedule 13D dated January 17, 1997 with
     the Securities and Exchange Commission.  Mr. Gerald J. Gagner is the
     sole general partner of New West with voting and dispositive control
     over the securities held in New West's investment portfolio.  Mr. Gagner
     may be considered to beneficially own the shares of Common Stock of the
     Company that are owned of record by New West.  None of the limited
     partners of New West has any voting or dispositive control over such
     securities.  According to Schedule 13D filed by New West, the shares
     were purchased for investment purposes only.
Set forth below is a tabulation indicating as of February 28, 1997, the
shares of equity securities of the Company beneficially owned by (i) each of
the executive officers of the Company, (ii) each director of the Company and
each nominee for director of the Company and (iii) by all directors and
executive officers of the Company as a group.  Except as indicated below, no
such person owns in excess of 1% of the outstanding shares of any class of
the Company's equity securities.  Except as indicated in the footnotes, each
person has sole voting and dispositive power with respect to the number of
shares indicated.
                                                Amount and Nature
Title of                    Name of               of Beneficial       Percent
 Class                 Beneficial Owner         Ownership (3)(4)     of Class
Common Stock       Peter R. Kellogg (1)               400,300         16.37%
$1.00 Par Value    R. Douglas Ziegler (1)(3)          104,604          4.27%
                   Bernard C. Ziegler III (2)          37,506          1.53%
                   Peter D. Ziegler (2)(3)             34,650          1.41%
                   Patrick D. J. Kenny (2)             18,018            
                   S. Charles O'Meara (3)              15,270            
                   Donald A. Carlson, Jr. (3)          11,543
                   Geoffrey G. Maclay, Jr. (3)         10,000            
                   Lynn R. Van Horn (3)                 8,770            
                   Jeffrey C. Vredenbregt (3)           2,600            
                   John R. Green                        1,404            
                   John C. Frueh                          800            
                   Frederick J. Wenzel                    600
                   Stephen A. Roell                       500
All directors and executive officers
as a group                              TOTAL         646,565
                                        TOTAL PERCENT OF CLASS        23.59%
(1)  Shares shown include an aggregate of 302,528 shares of common stock to
     which all such nominees and directors disclaim beneficial ownership. 
     Such shares are beneficially owned in the amounts indicated:  Mr.
     Kellogg (300,000), and Mr. R. Douglas Ziegler (2,528).
(2)  Shares shown include an aggregate of 37,664 shares of common stock which
     are held in trusts of which nominees and directors are trustees or in
     custodian accounts for minors as to which directors serve as custodians,
     in the amount indicated:  Mr. Peter D. Ziegler (5,200) (custodian, sole
     voting and investment power) and (10,450) (co-trustee, shared voting and
     investment power); Mr. Kenny (12,214) (co-trustee, shared voting and
     investment power); and Mr. B. C. Ziegler III (9,800) (co-trustee, shared
     voting and investment power).  These nominees and directors disclaim
     beneficial ownership of these shares other than sole or shared voting
     and investment power as indicated.
(3)  Includes shares of Common Stock which, as of February 28, 1997, were
     subject to outstanding stock options exercisable within 60 days as
     follows:  Mr. O'Meara, 15,170 shares; Mr. Maclay, 10,000 shares; Mr. P.
     D. Ziegler, 9,120 shares; Mr. Van Horn, 7,210 shares; Mr. Carlson, 2,340
     shares, Mr. Vredenbregt, 1,710 shares; Mr. R. D. Ziegler, 500 shares;
     and stock options for all directors and executive officers as a group,
     46,050 shares.
(4)  Except as otherwise indicated in the previous footnotes, all stock
     ownership is direct.
                         ELECTION OF DIRECTORS
The Board of Directors consists of eight members, of whom two or three
members, as the case may be, are elected each year to serve for terms of
three years or until their successors are elected.  It is intended that the
enclosed proxy will be voted for the election of Messrs. J. C. Frueh and J.
R. Green for terms expiring in 2000.  Messrs. Frueh and Green are presently
directors and were elected by a vote of the shareholders.  No one has been
nominated to fill the position being vacated by Mr. R. D. Ziegler, because
effective March 17, 1997, the Company's Bylaws have been amended to reduce
the number of directors from nine persons to eight persons.  Mr. R. D.
Ziegler will retire from the Board of Directors on March 17, 1997 under the
Company's policy regarding mandatory retirement from the Board of Directors
upon attaining a specified age.
Directors are elected by a plurality of the votes cast by the Company's
shareholders at a meeting at which a quorum is present.  "Plurality" means
that the individuals who receive the greatest number of votes cast are
elected as directors up to the maximum number of directors to be chosen at
the meeting.  Consequently, any shares not voted (whether by abstention,
broker non-vote or otherwise) have no impact on the election of directors
except to the extent the failure to vote for an individual results in
another individual receiving a larger proportion of votes actually cast. 
Under Wisconsin law, cumulative voting for directors is permitted, but is
not presently provided for in the Company's Articles of Incorporation.
Information with respect to such nominees and other directors is set forth
as follows:
<PAGE>
                                                  Director of Company
Name, Age, Principal Occupation                or a Subsidiary Thereof
 and Public Directorships (1)                    Continuously Since
Class of 1997 (Nominees)
(Term will expire in 2000)
John C. Frueh, Age 62                                   1976
  President, Aegis Group, Inc., Pittsburgh,
  Pennsylvania, a firm specializing in
  acquisition and management of manufacturing
  and distributing companies
John R. Green, age 52                                   1994
  Partner, Green Manning & Bunch, Denver,
  Colorado, a private investment banking firm
Class of 1998
(Term will expire in 1998)
Peter D. Ziegler, Age 47                                1986
  President and Chief Executive Officer
  of the Company; Director, West Bend
  Mutual Insurance Company, West Bend,
  Wisconsin; Director, Trustmark Insurance
  Company, Lake Forest, Illinois
Frederick J. Wenzel, Age 66 (1)                         1993
  Executive Director and Advisor to the
  President, Marshfield Clinic, Marshfield,
  Wisconsin, a multi-specialty medical clinic;  
  Executive Vice President, Medical Group
  Management Association, Englewood, Colorado
Peter R. Kellogg, Age 54                                1995
  Chief Executive Officer and Senior Partner,
  Spear, Leeds & Kellogg, a specialist firm
  on the New York Stock Exchange;
  Director, Interstate/Johnson Lane, Inc.
Class of 1999
(Term will expire in 1999)
Patrick D. J. Kenny, Age 56 (1)                         1973
  Director of University Facilities,
  Mercer University, Macon, Georgia
Stephen A. Roell, Age 47                                1996
  Vice President and Chief Financial Officer,
  Johnson Controls, Inc., Milwaukee, Wisconsin
Bernard C. Ziegler III, Age 47                          1993
  President, Ziegler/Limbach, Inc.,
  West Bend, Wisconsin, a business development,
  management and consulting firm
(1)  Each of the nominees and directors has been in his principal occupation
     for the past five years or longer with the following exceptions:
          Mr. Wenzel was Executive Director of the Marshfield Clinic from
          August 1976 to June 1993.
          Mr. Kenny was a colonel in the United States Army until October 5,
          1992, when he retired.  He served as Senior Vice President,
          Columbus, Georgia Chamber of Commerce from October 5, 1992 until
          October 1, 1993 when he joined Mercer University.
Messrs. R. D. Ziegler, P. D. Ziegler (son of Mr. R. D. Ziegler), B. C.
Ziegler III (nephew of Mr. R. D. Ziegler) and trusts or custodian accounts
as to which either Mr. P. D. Ziegler or Mr. B. C. Ziegler III serve as co-
trustee or custodian own beneficially 7.12% of the outstanding common stock
of the Company.
                        EXECUTIVE COMPENSATION
The Summary Compensation Table on page 7 shows the compensation for the past
three years of the Company's Chief Executive Officer and the four most
highly compensated executive officers of the Company other than the Chief
Executive Officer who were serving as such during 1996, and whose
compensation exceeded $100,000.
The table on page 7 shows information concerning the exercise of stock
options during 1996 by each of the executive officers named in the Summary
Compensation Table and the fiscal year-end value of unexercised options held
by each such executive officer.
                            * * * * * * * *
Ziegler Growth Retirement Plan.  All regular employees, including executive
officers, of B. C. Ziegler and Company and designated subsidiaries, who have
met certain length of service requirements are eligible to participate in
the Ziegler Growth Retirement Plan ("Growth Plan").  The Growth Plan
consists of two components, the 401(k) component and the profit sharing
component.  Under the 401(k) component, participants may elect to contribute
from 1% to 6% of their monthly compensation (the "Participant's
Contribution").  Each Participant Contribution constitutes a salary
reduction which has the effect of reducing the participant's compensation
for Federal income tax purposes.  B. C. Ziegler and Company contributes, on
behalf of each participant, an amount equal to 50% of each Participant's
Contribution.  Under the profit sharing component, B. C. Ziegler and Company
makes an annual determination, based on its profitability, of the amount it
will contribute to the Growth Plan as a profit sharing contribution.  Funds
contributed by the Company will be allocated ratably to each participant's
account in amounts up to 6% of the participant's annual compensation.  For
1996, the Company's profit sharing contribution was 6% of eligible
compensation.
Amounts contributed, accrued or vested for the fiscal year 1996, under the
Growth Plan were $73,164 for all executive officers as a group and
$1,185,519 for all employees as a group.
                            * * * * * * * *
Incentive Stock Option Plan.  On April 19, 1993, the shareholders of the
Company approved the adoption of The Ziegler Company, Inc. 1993 Employees'
Stock Incentive Plan ("1993 Plan").  Pursuant to the 1993 Plan, the Company
granted qualified statutory stock options for an aggregate of 54,500 shares
of the Common Stock of the Company to certain officers of the Company on
December 29, 1993.  The option price for each share under the options
granted on December 29, 1993 is $16.625.  The options expire on December 28,
2003, unless earlier terminated in connection with an employee's retirement,
death, disability, or separation from the Company.  The right of an employee
to exercise an option is subject to a vesting schedule which provides that
one-third of the shares subject to the option vest on each of the first
three anniversaries of the grant.
Pursuant to the 1993 Employees' Stock Incentive Plan, on January 26, 1994,
the Company issued an aggregate of 49,000 shares of restricted Common Stock
of the Company to certain key employees in the Ziegler Securities Division
of B. C. Ziegler and Company.  Also pursuant to the 1993 Employees' Stock
Incentive Plan, the Company issued an aggregate of 11,313 shares of
restricted Common Stock to certain key employees in the Ziegler Securities
Division on January 27, 1995.  Under the restricted stock grants, an
employee's title to the shares of restricted Common Stock is subject to full
or partial forfeiture in accordance with a vesting schedule in the event
that the employee's employment with the Company terminates for any reason
before the restricted Common Stock is fully vested.  The vesting schedule
for the restricted Common Stock issued in 1994 extends to 2003, and the
vesting schedule for the restricted Common Stock issued in 1995 extends to
2000.  Pending vesting of the restricted shares of Common Stock, an employee
is entitled to vote the restricted shares and receive dividends on the
restricted shares.  Employees may not transfer restricted shares until they
are vested.
On January 22, 1993, a nonstatutory option was granted to an executive
officer of the Company for 10,000 shares at a per share option price of
$15.125.  The option has a duration of ten years from the date of its grant.
On January 26, 1996, a nonstatutory option was granted to an executive
officer of a subsidiary of the Company for 10,000 shares at a per share
option price of $18.570.  The option has a duration of ten years from the
date of its grant.
On January 9, 1997, a nonstatutory stock option was granted to an officer of
a subsidiary of the Company for 5,000 shares at a per share option price of
$17.375.  The option has a duration of ten years from the date of its grant.
                            * * * * * * * *
Employee Stock Purchase Plan.  On February 10, 1989, the Board of Directors
adopted The Ziegler Company, Inc. 1989 Employees' Stock Purchase Plan (the
"1989 Plan").  The purpose of the 1989 Plan is to provide employees of the
Company and certain of its subsidiaries with the opportunity to purchase
shares of Common Stock and thereby share in the ownership of the Company. 
150,000 shares of Common Stock, $1.00 par value may be issued under the 1989
Plan.
All full-time employees of the Company and any of its designated
subsidiaries who have been employed at least two years are eligible to
participate in the 1989 Plan.  No employee may participate if he would own,
directly or indirectly, 5% or more of the total combined voting power or
value of all classes of Company stock.
On such dates as may be determined by the Company's Compensation Committee,
options to purchase 10 shares of Common Stock for each $1,000 or fraction
thereof of compensation earned in the calendar year immediately prior to the
grant of the option will be granted to eligible employees.  The purchase
price per share shall not be less than 85% of the fair market value of the
Common Stock on the date of exercise.  The Compensation Committee may
specify the maximum number of shares which may be purchased by an employee. 
The term of any option shall be determined by the Compensation Committee,
but shall not exceed five years following the date of grant.
On March 20, 1995, the Board of Directors granted options effective May 1,
1995 to 251 eligible employees to purchase a total of 104,200 shares of the
Company's common stock at a purchase price equal to 85% of the fair market
value of the common stock on the date the options are exercised.  On the
effective date of the grant of the options, the market price of the
Company's common stock was $14.88 per share.  The options have a term of two
years after which the unexercised options will expire and the balance of the
unexercised shares will become available to be re-issued pursuant to
subsequent option grants.  For 1995, P. D. Ziegler, S. C. O'Meara, and L. R.
Van Horn were each granted options to purchase shares of common stock in the
following amounts respectively:  2,120, 1,170, and 1,210.  For 1995, all
present executive officers as a group were granted options to purchase 6,630
shares of common stock and all employees including executive officers as a
group were granted options to purchase 104,200 shares of common stock.
<PAGE>
<TABLE>
                                        SUMMARY COMPENSATION TABLE
<CAPTION>
                                                        Long-Term Compensation      
                           Annual Compensation             Awards           Payouts

                                                                      Securities            
                                                                      Underlying            
                                                                      Options/    Long-     
                                                                      Stock       Term      
                                              Other                   Apprecia-   Incen-    All
Name                                          Annual      Restricted  tion        tive      Other
and                                           Compensa-   Stock       Rights      Plan      Compensa-
Principal                   Salary   Bonus    tion        Award       (SAR's)     Payouts   tion
Position              Year  ($)      ($)      ($)(1)      ($)         (#)         ($)       ($)(2)
<S>                   <C>   <C>       <C>     <C>         <C>         <C>         <C>       <C>
P. D. Ziegler         1996  200,000   None    2,920       None         9,120      None      14,487
President and         1995  171,600   50,000  None        None        10,120      None      15,206
Chief Exec. Officer   1994  171,600   None    2,948       None         8,400      None      10,926
D. A. Carlson, Jr.    1996  151,215  100,000  None        None        2,340       None      14,470
President, Chief Exec.
Officer and Treasurer,
Ziegler Securities
Division
G. G. Maclay, Jr.     1996  108,955   8,200   None        None        10,000      None      50,660 (3)
President and Chief
Executive Officer,
Ziegler Asset Manage-
ment, Inc.
S. C. O'Meara         1996  108,160   22,500  None        None        15,170      None      11,519
Sr. Vice President    1995  104,000   22,500  None        None        15,170      None      10,472
and General Counsel   1994  104,000    7,500  None        None        14,000      None       7,252
L. R. Van Horn        1996   97,344   27,500  None        None         7,210      None      10,720
Sr. Vice President-   1995   93,600   27,500  1,794       None         7,210      None       9,825
Finance               1994   93,600   15,000  None        None         6,780      None       8,851
</TABLE>
(1)  Value realized upon exercise of stock options.
(2)  Payments by B. C. Ziegler and Company under the Growth Plan (Mr. Ziegler,
     $13,500; Mr. Carlson, $13,500; Mr. O'Meara, $10,747; and Mr. Van Horn,
     $9,998 and premiums paid by the Company for term life insurance and long-
     term disability insurance (Mr. Ziegler, $987; Mr. Carlson, $970; Mr.
     O'Meara, $772; Mr. Van Horn, $722; and Mr. Maclay, $660).
(3)  Includes special $50,000 bonus related to acceptance of employment with the
     Company.
<PAGE>
<TABLE>
                             AGGREGATED OPTION/STOCK APPRECIATION RIGHT (SAR)
                    EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>

                                                                                 Value of
                                                       Number of                Unexercised
                                                      Securities               In-the-Money
                                                      Underlying               Options/SARs
                                                      Unexercised                   at
                                                    Options/SARs at          December 31, 1996
                                                   December 31, 1996                ($)

                    Number of        Value
                 Shares Acquired   Realized
Name               on Exercise        ($)      Exercisable/Unexercisable Exercisable/Unexercisable
<S>                   <C>           <C>              <C>                     <C>
P.D. Ziegler          1,000         $ 2,920           9,120 /  -0-           $10,446 / $  -0-
D.A.Carlson, Jr.         -          $   -             2,340 /  -0-           $ 6,154 / $  -0-
G.G. Maclay, Jr.         -          $   -             -0-   / 10,000         $ -0-   / $  -0-
S.C. O'Meara             -          $   -            15,170 /  -0-           $31,202 / $  -0-
L.R. Van Horn            -          $   -             7,210 /  -0-           $ 8,807 / $  -0-
</TABLE>
<PAGE>
<TABLE>
                                 OPTIONS / SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
                                 % of
                                 Total
                             Options/SARs
                                Granted              Market                             
                                  to      Exercise    Price                Potential Realizable Value
                     Options/  Employees     or        on                  at Assumed Annual Rates of
                       SARs       in        Base      Date                  Stock Price Appreciation
                      Granted   Fiscal      Price      of     Expiration         for Option Term
Name                    (#)      Year      ($/Sh)     Grant      Date       0%         5%        10%  
<S>                   <C>       <C>        <C>        <C>      <C>          <C>     <C>       <C>
G.G. Maclay, Jr.      10,000    100.0%     $18.57     $18.57   01-26-06     $ -0-   $116,800  $296,000
</TABLE>
<PAGE>
      COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Stephen A. Roell, a director of the Company, and a member of its
Compensation Committee, serves as Vice President and Chief Financial Officer
of Johnson Controls, Inc., a corporation for which R. Douglas Ziegler serves
as director.  Mr. R. Douglas Ziegler anticipates resigning as a director of
Johnson Controls, Inc. in November 1997 due to corporate policy regarding
director age limitations.
                     COMPENSATION COMMITTEE REPORT
The Compensation Committee is responsible for establishing compensation of
the Company's executive officers.  In making its determinations, the
Compensation Committee considered a variety of factors.  Among the factors
considered are the following:  (1) the financial performance of the Company
as a whole on both a long-term and short-term basis (including net income
and return on average shareholders' equity); (2) with respect to each
individual executive officer, the financial performance of that area of the
Company, if any, for which such executive is responsible, (3) the
compensation levels of executive officers in similar positions in similar
companies; (4) the Company's evaluation of the executive's overall job
performance; and (5) any other material information which the Compensation
Committee deems appropriate in the case of any particular individual.  With
regard to any individual executive officer, the Compensation Committee may
weigh one or more of the above factors more heavily than the other factors.
The Committee annually considers discretionary bonuses for executive
officers as a short-term incentive.
In addition, the Company's profit sharing contribution, which had been 6% of
employees' eligible compensation for 1995, remained at 6% for 1996.
Mr. Peter D. Ziegler has been President of the Company since 1986 and Chief
Executive Officer of the Company since 1990.  Mr. Ziegler's total
compensation for 1996 was adjusted downward from 1995's level based on net
income of the Company in 1996 being lower than in 1995, and the financial
performance of the Company relative to the performance of other regional
brokerage firms. 
                                          COMPENSATION COMMITTEE
                                          John R. Green, Chairman
                                          Stephen A. Roell
                                          Frederick J. Wenzel
<PAGE>
                           PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total shareholder
return on the Company's Common Stock, based on the market price of the
Common Stock and assuming reinvestment of dividends, with the cumulative
total return of companies on the Standard & Poor's 500 Stock Index and on an
index compiled by the Company of publicly held regional brokerage firms. 
The firms contained within the index of publicly held regional brokerage
firms are:
     Advest Group Inc.                  McDonald & Company Investments
     Alex Brown Inc.                    Morgan Keegan Inc.
     First Albany Companies Inc.        Piper Jaffray Companies Inc.
     Inter-Regional Financial Group     Raymond James Financial Corporation
     Interstate/Johnson Lane Inc.       Rodman & Renshaw Capital Group
     Jefferies Group Inc.               Scott & Stringfellow Financial
     Kinnard Investments Inc.           Stifel Financial Corporation
     Legg Mason Inc.
<TABLE>
<CAPTION>
           12-31-92   12-31-93   12-31-94  12-31-95   12-31-96
<S>            <C>       <C>        <C>       <C>        <C>
Ziegler        $ 64      $ 70       $ 66      $ 78       $ 84
S&P 500        $108      $119       $120      $165       $203
Regionals      $118      $156       $119      $169       $237
</TABLE>
              Assumes $100 invested on December 31, 1991.
<PAGE>
                       COMPENSATION OF DIRECTORS
Directors not employed by the Company received the following compensation in
1996 for their services:  (a) $11,000 annual retainer, one half paid in
cash, the other half paid in shares of common stock of the Company; (b) $500
for each board meeting attended and (c) $500 for each committee meeting
attended.  Directors may elect to defer all or part of compensation earned
following the date of such election.  Deferred amounts, plus interest, are
paid in annual installments over a three year period beginning no later than
the year after retirement from the Board of Directors.
                  MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 1996, the Board of Directors met
six times.  Each director attended all of the meetings of the Board, with
the exception of Mr. P. R. Kellogg, who attended 66% of the Board meetings
held.  Each director attended 75% or more of all meetings of committees of
the Board on which the director served.
                 COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors during 1996 was composed of
John C. Frueh (Chairman), Peter R. Kellogg, Patrick D. J. Kenny and Bernard
C. Ziegler III, Directors who are not officers or employees of the Company. 
The Committee met three times in 1996.  The Audit Committee meets with the
independent auditors to review the plan for and results of the annual audit,
to review the range of audit fees, and to discuss financial reporting
policies and practices and the system of internal control.  Non-audit
services and fees are also reviewed.  The Committee meets with the internal
auditor to review its activities during the year and the planned activities
for the ensuing year.  The Committee recommends the engagement of the
independent auditors to the Board of Directors.
The Compensation Committee of the Board of Directors during 1996 was
composed of John R. Green (Chairman), Stephen A. Roell and Frederick J.
Wenzel, Directors of the Company who are not officers or employees of the
Company.  During 1996 the Compensation Committee met once and in doing so,
the Committee reviewed the overall compensation policy, approved the
Company's annual compensation program, and determined compensation for the
chief executive officer of the Company.
The Board of Directors does not have a Nominating Committee.
                   SELECTION OF INDEPENDENT AUDITORS
The Board of Directors will propose the adoption of a resolution approving
the Directors' decision to continue the employment of Arthur Andersen LLP as
auditors.  If the shareholders fail to ratify such selection, the Board will
reconsider it.  Representatives of Arthur Andersen LLP will be present at
the shareholders' meeting with the opportunity to make a statement if they
desire to do so, and to respond to appropriate questions.  Arthur Andersen
LLP performed the following audit services for the Company during 1996: 
audits of the annual consolidated financial statements of the Company and
its subsidiaries.
                        SHAREHOLDERS PROPOSALS
Proposals of shareholders intended to be presented at next year's annual
meeting must be received by the Company no later than November 14, 1997 for
inclusion in the Company's proxy materials.
        SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of statements of beneficial ownership and of
changes therein furnished to the Company during and with respect to the 1996
calendar year and written representations made to the Company, the
management of the Company reports that during 1996, no director or officer
or beneficial owner of more than 10% of the Company's common stock failed to
file with the Securities and Exchange Commission on a timely basis reports
of beneficial ownership of the Company's securities required by Section
16(a) of the Securities and Exchange Act of 1934, as amended.
                             OTHER MATTERS
The matters referred to in the notice of meeting and in the proxy statement
are, as far as the Board of Directors now knows, the only matters which will
be presented for consideration at the meeting.  If any other matters
properly come before the meeting, the persons named in the accompanying form
of proxy will vote on them in accordance with their best judgment.
The cost of soliciting proxies will be borne by the Company.  The Company
expects to solicit proxies primarily by mail.  Proxies may also be solicited
personally and by telephone by certain officers of the Company.  It is not
anticipated that anyone will be specifically engaged to solicit proxies or
that special compensation will be paid for that purpose.  The Company may
reimburse brokers or other nominees for their expenses in communicating with
the persons for whom they held stock of the Company.
The Company's 1996 Annual Report, although not a part of this proxy
statement, is enclosed.
                               By Order of the Board of Directors,
                               /s/ Janine R. Yovanovich
                               Janine R. Yovanovich
                               Corporate Secretary
<PAGE>
           THE ZIEGLER COMPANIES, INC. - SHAREHOLDERS' PROXY
           ANNUAL MEETING - APRIL 21, 1997 AND ADJOURNMENTS
      The undersigned having received the Notice of Annual Meeting and Proxy
Statement dated March 14, 1997, and the Annual Report of 1996, hereby appoints
P. D. Ziegler and B. C. Ziegler III, and each of them, as proxy with power of
substitution, hereby revoking any previous proxies, to vote for the
undersigned at the Annual Meeting of Shareholders of The Ziegler Companies,
Inc. (the "Company") on April 21, 1997, and any adjournments thereof, as
follows:
      1.   GRANTING       WITHHOLDING       ABSTAIN       authority to vote
           in the election of John C. Frueh, and John R. Green.
      2.   FOR       AGAINST       ABSTAIN       continued employment by the
           Company of Arthur Andersen LLP, as auditors.
      3.   In their discretion, upon any other business which may come before
           the meeting.
THE UNDERSIGNED MAY WITHHOLD AUTHORITY TO VOTE FOR ANY OF THE
INDIVIDUAL
NOMINEES NAMED ABOVE BY DRAWING A LINE THROUGH THE NOMINEE'S
NAME.
  (Proxy continues on reverse side hereof where it is to be signed.)
PROXY NO.                                                NO. OF SHARES
    THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED,
   BUT IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR ALL NOMINEES
                      AND IN FAVOR OF PROPOSAL 2.
                                Signed:                               
                                Date:                           , 1997
                                Please sign exactly as name appears
                                hereon.  If signed as attorney, executor,
                                administrator, trustee or guardian, please
                                give full title as such.  If shares are
                                held in two or more names, all persons so
                                named must sign.  A proxy on behalf of a
                                corporation should be signed in its name
                                by a duly authorized officer.
          THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
              PLEASE SIGN AND RETURN THIS PROXY PROMPTLY.