<PAGE>   1
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                  FORM 10-Q






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




For the quarterly period ended SEPTEMBER 30, 1997

Commission file number  1-11123


                            THE JOHN NUVEEN COMPANY
             (Exact name of registrant as specified in its charter)



            DELAWARE                                   36-3817266         
     (State or other jurisdiction of                   (I.R.S. Employer   
     incorporation or organization)                    Identification No.)


     333 WEST WACKER DRIVE, CHICAGO, ILLINOIS          60606     
     (Address of principal executive offices)          (Zip Code)



Registrant's telephone number, including area code:  (312) 917-7700


                                 NO CHANGES
(Former name, former address and former fiscal year, if changed since last
report)


     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
                                               ------

     At November 10, 1997 there were 31,792,315 shares of the Company's Common
Stock outstanding, consisting of  7,350,577 shares of Class A Common Stock,
$.01 par value, and 24,441,738 shares of Class B Common Stock, $.01 par value.




<PAGE>   2




                            THE JOHN NUVEEN COMPANY

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
             

                                                                 Page No.
<S>       <C>                                                     <C>
PART I.   FINANCIAL INFORMATION                                  

 ITEM 1.  FINANCIAL STATEMENTS                                       
    Consolidated Balance Sheets (Unaudited),                         
        September 30, 1997 and December 31, 1996                  3  
                                                                     
    Consolidated Statements of Income (Unaudited),                   
        Three Months Ended September 30, 1997 and 1996            4  
        Nine Months Ended September 30, 1997 and 1996                
                                                                     
    Consolidated Statement of Changes in Common Stockholders'        
        Equity (Unaudited), Nine Months Ended September 30, 1997  5  
                                                                     
    Consolidated Statements of Cash Flows (Unaudited),               
        Nine Months Ended September 30, 1997 and 1996             6  
                                                                     
    Notes to Consolidated Financial Statements                       
        (Unaudited)                                               7  
                                                                     
 ITEM 2.                                                             
                                                                     
    Management's Discussion and Analysis of                          
        Financial Condition and Results of Operations             9  


PART II.OTHER INFORMATION

 Item 1 through Item 6                                           19 

 Signatures                                                      20 

</TABLE>





                                      (2)



<PAGE>   3
                        PART 1  FINANCIAL INFORMATION
                        ITEM 1.  FINANCIAL STATEMENTS

                           THE JOHN NUVEEN COMPANY

                         CONSOLIDATED BALANCE SHEETS
                                  UNAUDITED
                      (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                SEPTEMBER 30,         DECEMBER 31,
                                                                                    1997                  1996
                                                                             -----------------     ----------------
<S>                                                                          <C>                   <C>
ASSETS
Cash                                                                         $         14,766      $         6,348
Securities purchased under agreements to resell                                        12,000               72,000
Short term investments, at cost which approximates market value                         1,104                    -
Temporary investments arising from remarketing obligations                             15,990               99,835
Receivables:
         Management and distribution fees                                              25,241               20,767
         Brokers and dealers                                                              511                  428
         Taxes                                                                              -                  568  
         Customers                                                                      4,464                5,141
         Interest                                                                         379                  909
         Other                                                                          8,759                7,749
Securities owned (trading account), at market value:
         Nuveen unit trusts                                                            43,381               39,206
         Tax-exempt bonds and notes                                                       119                4,553
Deferred income tax asset, net                                                          8,304                9,778
Furniture, equipment, and leasehold improvements, at cost less
         accumulated depreciation and amortization of             
         $23,294 and $19,363 respectively                                              15,888               14,073
Other investments                                                                      48,868               52,094
Goodwill                                                                              202,614                    -
Prepaid expenses and other assets                                                      28,082               21,802
                                                                             -----------------     ----------------
                                                                             $        430,470      $       355,251
                                                                             =================     ================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
         Notes payable                                                       $         25,000      $
         Security purchase obligations                                                  6,634                2,227
         Payables:           
            Brokers and dealers                                                         1,476                1,326
            Customers                                                                     564                  165
            Income taxes                                                                4,669                    -
            Amount due on Rittenhouse purchase                                         16,410                    -              
         Accrued compensation and other expenses                                       34,574               47,789
         Deferred compensation                                                         26,376               23,414
         Other liabilities                                                              9,888                8,436
                                                                             -----------------     ----------------
            Total liabilities                                                         125,591               83,357
                                                                             -----------------     ----------------
Redeemable preferred stock, at redemption value;  5,000,000 shares
         authorized, 1,800,000 shares issued                                           45,000                    -
                                                                             -----------------     ----------------
Common stockholders' equity:
         Class A common stock, $.01 par value;  150,000,000 shares             
           authorized, issued 14,212,618 shares and 12,828,199                                                     
           shares, respectively                                                          142                  128
         Class B common stock, $.01 par value;  40,000,000 shares 
           authorized, issued 24,441,738 shares and 25,826,157 
            shares, respectively                                                          245                  259
         Additional paid-in capital                                                    52,494               50,649
         Retained earnings                                                            392,033              363,715
         Unamortized cost of restricted stock awards                                     (306)                (705)
                                                                             -----------------     ----------------
                                                                                      444,608              414,046
         Less common stock held in treasury, at cost           
           (6,918,041 and  5,535,122 shares, respectively)                           (184,729)            (142,152)
                                                                             -----------------     ----------------
                                                                                      259,879              271,894
                                                                             -----------------     ----------------
            Total redeemable preferred stock and common stockholders' equity          304,879              271,894
                                                                             -----------------     ----------------
                                                                             $        430,470      $       355,251
                                                                             =================     ================

</TABLE>

See accompanying notes to consolidated financial statements.

                                     (3)

<PAGE>   4
                           THE JOHN NUVEEN COMPANY
                      CONSOLIDATED STATEMENTS OF INCOME
                                  UNAUDITED
                    (IN THOUSANDS, EXCEPT PER SHARE DATA)



<TABLE>
<CAPTION>

                                                                 THREE MONTHS ENDED               NINE MONTHS ENDED     
                                                                    SEPTEMBER 30,                    SEPTEMBER 30,      
                                                             --------------------------       ---------------------------
                                                             1997              1996                1997         1996    
                                                            ------            ------              -------       ------- 

<S>                                                          <C>            <C>                  <C>           <C>          
Revenues:                                                                                                                   
  Investment advisory fees from                                                                                             
       assets under management                               $  56,543      $  46,391            $  158,144    $     138,826
  Underwriting and distribution                                                                                             
       of investment products                                    3,228          3,912                10,595           11,213
  Positioning profits (losses)                                   1,246            956                   821             (602)
  Investment banking                                             3,461          2,303                 9,274            5,435
  Interest, dividends and all other, net                         3,335          5,052                13,409           16,515
                                                             ----------     ----------            ----------    -------------
       Total revenues                                           67,813         58,614               192,243          171,387
                                                             ----------     ----------            ----------    -------------
                                                                                                                            
                                                                                                                            
Expenses:                                                                                                                   
  Compensation and benefits                                     19,620         18,041                56,282           53,721
  Advertising and promotional costs                              4,478          3,069                12,782           10,010
  Amortization of deferred offering costs                        1,751              -                 4,779                -
  Amortization of goodwill                                       1,072              -                 2,280                -
  Other operating expenses                                      10,287          7,642                27,455           22,443
                                                             ----------     ----------            ----------    -------------
       Total expenses                                           37,208         28,752               103,578           86,174
                                                             ----------     ----------            ----------    -------------
                                                                                                                            
Income before taxes                                             30,605         29,862                88,665           85,213
                                                                                                                            
Income taxes                                                    12,037         11,365                34,553           32,562
                                                             ----------     ----------            ----------    -------------
                                                                                                                            
Net income                                                   $  18,569      $  18,497            $   54,112    $      52,651
                                                             ==========     ==========           ===========   ==============

Average common and common equivalent                                                                                        
  shares outstanding:                                                                                                       
       Primary                                                  32,943         36,794                33,361           37,299
                                                             ==========     ==========           ===========   ==============
                                                                                                                            
       Fully diluted                                            34,719         36,874                35,253           37,467
                                                             ==========     ==========           ===========   ==============
                                                                                                                            
Earnings per common share:                                                                                                  
       Primary                                               $    0.55      $    0.50            $     1.57       $     1.41
                                                             ==========     ==========           ===========   ==============
                                                                                                                            
       Fully diluted                                         $    0.53      $    0.50            $     1.53       $     1.41
                                                             ==========     ==========           ===========   ==============

</TABLE>


See accompanying notes to consolidated financial statements.

                                     (4)

<PAGE>   5


                           THE JOHN NUVEEN COMPANY

       CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
                                  UNAUDITED
                               (IN THOUSANDS )
<TABLE>
<CAPTION>
                                                                                                   
                                         Class A        Class B     Additional                 
                                         Common         Common        Paid-In         Retained     
                                         Stock          Stock         Capital         Earnings     
                                     -----------    -----------    -----------     ------------
<S>                                  <C>            <C>            <C>             <C>
Balance at December 31, 1996         $    128       $       259    $   50,649      $   363,715      
Net income                                --             --              --             54,112     
Cash dividends paid                       --             --              --            (22,715)     
Issuance of restricted stock              --             --                62             --     
Amortization of restricted                                                                         
  stock awards                            --             --              --               --        
Purchase of treasury stock                 14               (14)         --               --        
Exercise of stock options                 --             --               (62)          (3,079)     
Other                                     --             --             1,845             --        
                                     -----------    -----------    -----------     ------------
Balance at September 30, 1997        $    142       $       245    $   52,494      $   392,033      
                                     ===========    ===========    ===========     ============
</TABLE>

<TABLE>
<CAPTION>
                                           Unamortized                              
                                             Cost of                                    
                                           Restricted        Treasury                
                                           Stock Awards       Stock           Total 
                                     ------------------  --------------   -------------                                            
<S>                                  <C>                 <C>               <C>
Balance at December 31, 1996         $       (705)       $   (142,152)     $  271,894  
Net income                                  --                 --              54,112 
Cash dividends paid                         --                 --             (22,715) 
Issuance of restricted stock                --                  1,342           1,404 
Amortization of restricted                                                            
  stock awards                                399              --                 399 
Purchase of treasury stock                  --                (54,008)        (54,008) 
Exercise of stock options                   --                 10,089           6,948 
Other                                       --                 --               1,845 
                                     ------------------  --------------   -------------                                            
Balance at September 30, 1997        $       (306)       $   (184,729)     $  259,879  
                                     ==================  ==============   =============

</TABLE>

See accompanying notes to consolidated financial statements.

                                     (5)
<PAGE>   6
                           THE JOHN NUVEEN COMPANY


                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  UNAUDITED
                                (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                Nine Months Ended September 30,
                                                             -----------------------------------
                                                                   1997                1996
                                                             --------------      ---------------
<S>                                                          <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                        
  Net income                                                 $     54,112        $     52,651
  Adjustments to reconcile net income to net cash                   
    provided from (used for) operating activities:                  
      Deferred income taxes                                         2,084                (392)
      Depreciation and amortization                                 3,068               3,792
      Amortization of goodwill                                      2,094                   -
      Net (increase) decrease:                                   
          Accrued management and distribution fees                 (3,200)              2,164
          Accrued interest receivable                                 530                 671
          Accounts receivable, other                                1,076              (1,294)
      Net increase (decrease):                                   
          Current taxes payable                                     6,224                (145)
          Accrued compensation and other expenses                 (16,177)             21,388
      Net change in receivables and payables from/to brokers,
          dealers, customers and other assets/other liabilities      (424)             10,584
      Amortization of restricted stock awards                         399               1,516
      Net (increase) decrease in assets:
          Temporary investments arising from remarketing                                    
            obligations                                            83,845             144,995
          U.S. government securities (escrow accounts)                  -             (42,003)
          Securities owned (trading account)                          260               8,959
      Net increase (decrease) in liabilities:
          Security purchase obligations                             4,406              (6,181)
          Deferred compensation                                     2,796                (138)
                                                             --------------      ---------------
                 Net cash provided from operating activities      141,093             196,567
                                                             --------------      ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:                            
  Proceeds from bank borrowings                                    40,000                   -
  Repayment of bank borrowing                                     (15,000)                  -
  Net payments on securities sold under-                         
      agreements to repurchase                                          -             (25,000)
  Dividends paid                                                  (22,139)            (20,626)
  Proceeds from stock options exercised                             6,572               2,031
  Acquisition of treasury stock                                   (54,136)            (45,048)
                                                             --------------      ---------------
                Net cash used for financing activities            (44,703)            (88,643)
                                                             --------------      ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:                              
  Purchase of Flagship, net of cash received                      (17,343)                  -
  Purchase of Rittenhouse, net of cash received                  (128,681)                  -
  Purchase of U.S. Treasury securities                             (1,104)           (103,422)
  Proceeds from maturity of U.S. Treasury securities                    -             128,965
  Purchases of office furniture and equipment                      (4,563)             (1,935)
  Other                                                             3,819             (46,655)
                                                             --------------      ---------------
                Net cash used for investing activities           (147,872)            (23,047)
                                                             --------------      ---------------
Increase/(decrease) in cash and cash equivalents                  (51,482)             84,877
Cash and cash equivalents:                                        
  Beginning of year                                                78,348              16,036
                                                             --------------      ---------------
  End of period                                              $     26,866        $    100,913
                                                             ==============      ===============


</TABLE>


See accompanying notes to consolidated financial statements.

                                     (6)

<PAGE>   7
                           THE JOHN NUVEEN COMPANY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)
                              SEPTEMBER 30, 1997

     NOTE 1  BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of 
     The John Nuveen Company and its wholly owned subsidiaries,  
     ("the Company"), and have been prepared in conformity 
     with generally accepted accounting principles.

     These financial statements rely, in part, on estimates.  In the
     opinion of management, all necessary adjustments (consisting of
     normal recurring accruals) have been reflected for a fair
     presentation of the results of operations, financial position and
     cash flows in the accompanying unaudited consolidated financial
     statements.  The results for the period are not necessarily
     indicative of the results to be expected for the entire year.

     Certain amounts in the prior period financial statements have been
     reclassified to correspond to the 1997 presentation.  These
     reclassifications have no effect on net income or retained earnings
     as previously reported for those periods.


     NOTE 2  EARNINGS PER COMMON SHARE

     Primary  earnings per common share amounts were computed by dividing
     earnings after deduction of preferred stock dividends (in 1997) by
     the average number of common and common equivalent shares
     outstanding.  Fully diluted per-common-share amounts assume
     conversion of the preferred stock, the elimination of the related
     preferred stock dividend requirement, and the issuance of common
     stock for all other potentially dilutive equivalents outstanding.
     Common equivalent shares include the dilutive effect of shares
     issuable under the Company's stock option programs. 

     NOTE 3  NET CAPITAL REQUIREMENT

     John Nuveen & Co. Incorporated, the Company's wholly owned
     broker/dealer subsidiary, is subject to the Securities and Exchange
     Commission Rule 15c3-1, the "Uniform Net Capital Rule", which
     requires the maintenance of minimum net capital and requires that
     the ratio of aggregate indebtedness to net capital, as these terms
     are defined, shall not exceed 15 to 1. At September 30, 1997, its
     net capital ratio was 1.63 to 1 and its net capital was $25,800,000
     which is $23,000,000 in excess of the required net capital of
     $2,800,000.

     NOTE 4 NOTES PAYABLE 
 
     On August 8, 1997, the Company entered into a $200 million committed,
     three year revolving credit facility with a group of banks to ensure
     an ongoing liquidity source for general corporate purposes. At 
     September 30, 1997, the Company had notes in the aggregate amount of  
     $25,000,000 outstanding which carried a weighted average interest 
     rate of 6.2%.      

     NOTE 5  CONTINGENCIES

     As noted in Part II, Item 1, Legal Proceedings, the Company and its
     subsidiaries have been named as defendants in certain legal actions
     having arisen in the normal course of business. In the opinion of
     management, based on current knowledge and after discussions with
     legal counsel, the outcome of such litigation will not have a
     material adverse effect on the Company's financial condition,
     results of operations or liquidity.

     NOTE 6   ACQUISITIONS

     On January 2, 1997, the Company completed the acquisition of
     Flagship Resources Inc. and its wholly owned subsidiaries, Flagship
     Financial Inc., a registered investment adviser under the Investment
     Advisors Act of 1940 and Flagship Funds Inc., a registered
     broker/dealer under the Securities and Exchange Act of 1934
     (together, "Flagship").  At  December 31, 1996,  Flagship had over
     $4.6 billion in assets under management including $4.2 billion of
     mutual funds and $400 million of managed account products and
     serviced approximately 100,000 investors and their financial
     advisers. In connection with its integration program, the Company
     changed the name of Flagship Financial Inc. to Nuveen Asset
     Management Inc. and consolidated its retail and institutional
     managed


                                      (7)

<PAGE>   8
     NOTE 6   ACQUISITIONS (CONTINUED)

     account operations into this company.

     The base purchase price paid at closing of $63 million consisted of
     $18 million cash and 1,800,000 shares of 5% cumulative preferred
     stock valued at $45 million.  The preferred stock is convertible to
     1,650,000 shares of the Company's Class A common stock, at the
     option of the holders, after two years.  The acquisition was
     accounted for using the purchase method of accounting, and
     accordingly,  a portion of the purchase price paid was allocated to
     the acquired net assets based on their estimated fair values at the
     date of purchase.  The excess of the purchase price over assets
     acquired approximating $62 million is being amortized over 30 years.
     The Agreement and Plan of Merger also provides for contingent
     payments of up to $20 million to be allocated between cash and
     common stock in the same proportion as the base purchase price if
     certain sales growth and profitability targets are satisfied over
     the next four years.  Any contingent payments will be accounted for
     as additional goodwill and amortized over the remaining useful life
     of  the initial goodwill.

     The operating results through September 30, 1997 reflect the full
     impact of  the acquired business.  The following unaudited pro forma
     information for the three month and nine month periods ended
     September 30, 1996 presents a summary of consolidated results of
     operations of  the Company and the acquired business as if the
     acquisition had occurred January 1, 1996:

                            

<TABLE>
<CAPTION>

                                                  September 30, 1996
                                          Quarter Ended  Nine Months Ended
                                          -------------  -----------------
     <S>                                  <C>            <C>
      Revenues                            $      64,392  $         185,847

      Net Income                                 19,199             54,844

      Earnings per Common Share           $         .48  $            1.36

</TABLE>

     These unaudited pro forma results have been prepared for comparative
     purposes only and include certain adjustments, such as revised
     management fee structure, additional goodwill amortization,
     increased profit sharing costs, and estimated cost reductions.  They
     do not purport to be indicative of the results of operations which
     actually would have resulted had the combination been  in effect on
     January 1, 1996 or of future results of operations of the
     consolidated entity.

     On July 15, 1997 the Company entered into an agreement to acquire
     Rittenhouse Financial Services, Inc. (Rittenhouse), a nationally
     known equity and balanced account manager, for $145 million cash.
     Rittenhouse specializes in managing individual portfolios for high
     net worth individuals. Rittenhouse's main products are equity and
     balanced portfolios that seek attractive long-term capital
     appreciation with moderate risk through investments in quality,
     large-capitalization companies and currently has over $9 billion in
     assets under management. The transaction closed on August 31, 1997.

     This acquisition was accounted for using the purchase method of 
     accounting. The excess of the purchase price over the fair value 
     of assets acquired approximating $142 million will be amortized 
     over an estimated period of 30 years, subject to completion of an
     independent appraisal.
  
     The operating results of the consolidated business as reported in 
     the accompanying consolidated statement of income includes the 
     operating results of Rittenhouse for the month ending  
     September 30, 1997. The following unaudited pro forma information 
     for the nine month periods ended September 30, 1997 and 1996 reflect
     a summary of the consolidated results of operations of the Company
     and the acquired business as if the acquisition had occurred on 
     January 1, 1996:


<TABLE>
<Caption
                                                Nine months ended 
                                                   September 30,        
                                         ------------------------------
                                            1997               1996
                                            ----               ----
     <S>                                 <C>                 <C>   
     Revenues                            $ 211,998           $187,250
                                         =========           ========
     Net income                          $  55,564           $ 51,922
                                         =========           ========
     Earnings per common share           $    1.58           $   1.39
                                         =========           ========
</TABLE>                                 

     These unaudited pro forma results have been prepared for comparative 
     purposes only and include certain adjustments to reflect obligations 
     required under the Stock Purchase Agreement. They do not purport to be
     indicative of the results of operations which actually would have resulted
     had the combination been in effect on January 1, 1996 or of the future
     results of operations of the consolidated entity. 

     NOTE 7  IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     In February 1997, the FASB issued Statement No. 128 "Earnings Per
     Share," which replaces the presentation of primary earnings per
     share with a presentation of basic earnings per share and requires
     dual disclosure of the basic and diluted earnings per share.  The
     statement also calls for a reconciliation of the basic earnings per
     share calculation to the diluted earnings per share calculation.
     Statement 128 is required for periods ending after December 15,
     1997, and does not allow for early adoption.  The  Company will
     adopt Statement 128 in the fourth quarter of 1997.  The Company does
     not expect that reported  earnings per share under the new
     accounting standard will differ materially from that currently
     reported.



                                      (8)


<PAGE>   9
                         PART I.  FINANCIAL INFORMATION
      Item 2.  Management's Discussion and Analysis of Financial Condition
                           and Results of Operations

                            THE JOHN NUVEEN COMPANY

                               September 30, 1997



DESCRIPTION OF THE BUSINESS

The Company's principal businesses are asset management and related
research and surveillance; the development, marketing, and
distribution of investment products and services; and municipal and
corporate investment banking services. The Company markets its
investment products, including mutual funds, unit trusts, and
managed accounts, through a network of registered representatives
associated with unaffiliated firms including broker-dealers,
commercial banks, affiliates of insurance providers, financial
planners, accountants, consultants and investment advisers.

The Company has three principal sources of revenue which include
ongoing advisory fees earned on assets under management, 
including mutual funds and individually managed accounts;
transaction-based revenue earned upon the distribution of mutual
fund and unit trust products; and investment banking revenues,
consisting of underwriting and other advisory fees.

The profitability of each of these lines of business, and the
volume of sales of the Company's products, are directly affected by
many variables, including investor preferences for fixed-income,
equity or other investments, municipal bond new issue supply,
current and expected changes in interest rate levels, the rate of
inflation, and changes or expected changes in income tax rates and
laws.

Assets under management include investments in equity, taxable fixed 
income and municipal securities. Managed funds and accounts with 
portfolios invested primarily in municipal securities represented 
77.6% of assets under management at September 30, 1997 compared 
with 98.5% at December 31, 1996.

MARKET OVERVIEW

Throughout 1997, the economy remained relatively strong showing few
significant signs of inflationary pressure.  After the 25 basis
point increase in the Federal Funds rate early in the second
quarter, the Federal Reserve Board has not taken any further
tightening action. Interest rates fluctuated within a narrow range
during the third quarter and throughout the first nine months of
the year. The U.S. equity markets reacted favorably to these
conditions, continuing their upward course.

During 1997, significant cash continued to flow into equity investments 
including mutual funds.  Industry data reported that fixed-income funds 
began attracting higher levels of cash flows in the third quarter with 
municipal bond funds 

                                     (9)

<PAGE>   10
experiencing positive net flows (equal to the sum of sales, reinvestments and
exchanges less redemptions) for the quarter.

Municipal bonds modestly outperformed their Treasury counterparts
throughout most of the first three quarters.  At the end of the
third quarter, municipals underperformed Treasuries slightly.  The
yield on the 30-year U. S. Treasury bond declined a total of 38
basis points for the quarter while the yield on the Bond Buyer 20,
a popular index of long term municipal bonds, declined 17 basis
points. The movement of interest rate levels for the first three
quarters of 1997 is shown in the accompanying graph.
         
<TABLE>
<CAPTION>
<S>                           <C>      <C>       <C>        <C>        <C>      <C>       <C>       <C>
YIELD COMPARISONS OF THE
30 YEAR TREASURY BOND 
AND THE BOND BUYER 20
FOR THE PERIOD JANUARY 1, 
1996 TO SEPTEMBER 30, 1996
                              1/4/96   1/11/96   1/18/96    1/25/96    2/1/96   2/8/96    2/15/96   2/22/96
Bond Buyer 20                   5.37      5.50      5.40       5.46      5.40     5.37       5.33      5.48
30 Year Treasury                6.04      6.14      5.97       6.11      6.07     6.15       6.16      6.33


YIELD COMPARISONS OF THE
30 YEAR TREASURY BOND 
AND THE BOND BUYER 20
FOR THE PERIOD JANUARY 1, 
1996 TO SEPTEMBER 30, 1996
                             2/29/96    3/7/96     3/14/96   3/21/96  3/28/96     4/4/96   4/11/96  4/18/96
Bond Buyer 20                   5.57      5.59        5.81      5.86     5.90       5.86      6.03     5.94
30 Year Treasury                6.48      6.46        6.68      6.61     6.72       6.63      6.93     6.83
 


YIELD COMPARISONS OF THE
30 YEAR TREASURY BOND 
AND THE BOND BUYER 20
FOR THE PERIOD JANUARY 1, 
1996 TO SEPTEMBER 30, 1996
                             4/25/96    5/2/96      5/9/96   5/16/96  5/23/96    5/30/96  
Bond Buyer 20                   5.91      6.06        5.96      5.96     5.87       5.94  
30 Year Treasury                6.81      7.04        7.02      6.92     6.87       6.94


YIELD COMPARISONS OF THE
30 YEAR TREASURY BOND 
AND THE BOND BUYER 20
FOR THE PERIOD JANUARY 1, 
1997 TO SEPTEMBER 30, 1997
                              1/3/97   1/10/97   1/17/97    1/24/97   1/31/97   2/7/97    2/14/97   2/21/97
Bond Buyer 20                   5.70      5.71      5.72       5.72      5.73     5.70       5.62      5.58
30 Year Treasury                6.74      6.75      6.63       6.85      6.88     6.75       6.63      6.65


YIELD COMPARISONS OF THE
30 YEAR TREASURY BOND 
AND THE BOND BUYER 20
FOR THE PERIOD JANUARY 1, 
1997 TO SEPTEMBER 30, 1997
                             2/28/97    3/7/97  3/14/97     3/21/97   3/27/97   4/4/97    4/11/97   4/18/97
Bond Buyer 20                   5.65      5.70     5.75        5.78      5.81     5.88       5.88      5.87
30 Year Treasury                6.81      6.87     6.96        6.96      6.99     7.07       7.10      7.07
 


YIELD COMPARISONS OF THE
30 YEAR TREASURY BOND 
AND THE BOND BUYER 20
FOR THE PERIOD JANUARY 1, 
1997 TO SEPTEMBER 30, 1997
                             4/25/97    5/2/97   5/9/97     5/16/97   5/23/97  5/30/97    
Bond Buyer 20                   5.87      5.77     5.71        5.67      5.66     5.67    
30 Year Treasury                7.12      6.91     6.93        6.87      6.99     6.98    

</TABLE>


<TABLE>
<CAPTION>
<S>                           <C>      <C>       <C>        <C>        <C>      <C>       <C>       <C>       <C>
YIELD COMPARISONS OF THE
30 YEAR TREASURY BOND 
AND THE BOND BUYER 20
FOR THE PERIOD JANUARY 1, 
1996 TO SEPTEMBER 30, 1996
                              6/6/96   6/13/96   6/20/96    6/27/96    7/4/96  7/11/96    7/18/96   7/25/96   8/2/96    
Bond Buyer 20                   5.94      6.12      6.06       5.97      5.94        6       5.88      5.86     5.79      
30 Year Treasury                6.91      7.12      7.12       7.00      6.93     7.06       6.92      7.06     6.84      


YIELD COMPARISONS OF THE
30 YEAR TREASURY BOND 
AND THE BOND BUYER 20
FOR THE PERIOD JANUARY 1, 
1996 TO SEPTEMBER 30, 1996
                              8/9/96    8/16/96  8/23/96    8/30/96    9/6/96  9/13/96    9/20/96   9/27/96
Bond Buyer 20                   5.67       5.74     5.75       5.86      5.95     5.89       5.88      5.76
30 Year Treasury                6.79       6.81     6.84       7.04      7.16     7.07       7.05      6.88
 


YIELD COMPARISONS OF THE
30 YEAR TREASURY BOND 
AND THE BOND BUYER 20
FOR THE PERIOD JANUARY 1, 
1996 TO SEPTEMBER 30, 1996
                              6/6/97   6/13/97   6/20/97    6/27/97    7/3/97  7/11/97    7/18/97   7/25/97   8/1/97    
Bond Buyer 20                   5.60      5.52      5.48       5.53      5.53     5.38       5.32      5.28     5.23      
30 Year Treasury                6.88      6.76      6.68       6.78      6.71     6.56       6.49      6.43      6.3      


YIELD COMPARISONS OF THE
30 YEAR TREASURY BOND 
AND THE BOND BUYER 20
FOR THE PERIOD JANUARY 1, 
1997 TO SEPTEMBER 30, 1997
                              8/8/97    8/15/97  8/22/97    8/29/97    9/5/97  9/12/97    9/19/97   9/26/97
Bond Buyer 20                   5.33       5.42     5.43       5.45      5.42     5.44       5.33      5.36
30 Year Treasury                6.52       6.55     6.64       6.67      6.61     6.68        6.4       6.4


</TABLE>



Municipal bond new issue volume, which is comprised of new-money 
financings, refunding transactions, and issues that have an element 
of both new-money and refunding, was $154 billion in the first nine 
months of 1997 compared with $128 billion in the same period of 1996. 
New-money financings by issuers were $102 billion and $87 billion for 
the first three quarters of 1997 and 1996, respectively.  Refunding 
transactions, which are generally entered into for the purpose of 
redeeming outstanding bond issues under conditions more favorable to 
the issuer, such as lowering financing costs, totaled $39 billion in 
the first nine months of 1997 compared with $31 billion in 1996.
                              

                                    (10)

<PAGE>   11
RECENT EVENTS


-    On August 31, 1997, as part of an ongoing program to broaden the range of
     investment products and services offered to investors, the Company
     acquired all of the outstanding stock of Rittenhouse Financial Services,
     Inc. (Rittenhouse), a nationally-known equity and balanced account
     manager, for $145 million in cash.  Rittenhouse specializes in managing
     individual portfolios for  high net worth individuals and institutions.
     Rittenhouse's primary products are equity and balanced portfolios that
     seek to provide attractive long-term capital appreciation with moderate
     risk through common stock investments in quality, large-capitalization
     companies and investment-grade quality intermediate bonds. At September
     30, 1997, Rittenhouse had approximately $9.4 billion in assets under
     management.  The Company plans to introduce a growth equity mutual fund,
     which will be subadvised by Rittenhouse, in early 1998.

-    On January 2, 1997, the Company completed the acquisition of Flagship
     Resources Inc. (Flagship), a municipal mutual fund sponsor and asset
     manager, for cash and preferred stock with a total value of approximately
     $63 million.  Additional payments, which are contingent on the significant
     future growth in the Company's municipal mutual funds, could amount to as
     much as $20 million over the next four years.  With the merging of
     Flagship and the Company's municipal mutual fund businesses, the Company
     has expanded the range of municipal investments offered to investors and
     strengthened its mutual fund sales capabilities.  As a result of the
     merger, the Company now offers municipal bond mutual funds,
     exchange-traded funds or unit trusts in 28 states, in addition to national
     funds and trusts.

-    The above acquisitions have been accounted for using the purchase method
     of accounting resulting in the creation of approximately $200 million
     of goodwill for financial reporting purposes which will be amortized
     against earnings over approximately 30 years.

-    The Company expanded its unit trust product offerings in May 1997 with the
     launch of taxable unit trusts including equity, U.S. Treasury and insured
     corporate unit trusts.

                                    (11)


<PAGE>   12
The following table compares key operating information of the
Company for the three month periods and nine month periods ended
September 30, 1997 and 1996.
 

NUVEEN OPERATING STATISTICS
(in millions except per share amounts)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                      For the third quarter of     For the first nine months of
                                                     1997     1996    % change     1997        1996      % change
                                                   -------  --------  --------  ----------  ----------  ----------
<S>                                                  <C>       <C>       <C>        <C>         <C>          <C>
Gross revenues                                       $67.8     $58.6     15.7%      $192.2      $171.4       12.1%
Operating expenses                                    37.2      28.8      29.2       103.6        86.2        20.2
Pretax operating income                               30.6      29.9       2.3        88.7        85.2         4.1
Net income                                            18.6      18.5       .01        54.1        52.7         2.7
Primary earnings per share                            0.55      0.50      10.0        1.57        1.41        11.3
Fully diluted earnings per share                      0.53      0.50       6.0        1.53        1.41         8.5
Operating cash flow per share (1)                     0.64      0.54      18.5        1.82        1.51        20.5
Dividend per share                                    0.23      0.21       9.5        0.65        0.59        10.2
Consolidated stockholders' equity (2)                304.9     307.8     (.01)       304.9       307.8       (.01)
Gross Sales                                          776.8     355.1     118.8     1,907.2       985.7        93.5
Assets under management (2)                         48,075    32,510      47.9      48,075      32,510        47.9
-------------------------------------------------------------------------------------------------------------------
</TABLE>

   (1)  Operating cash flow (net income plus amortization and
        depreciation) on a per-share basis is calculated under the
        same method used for fully diluted earnings per share and
        is presented as an additional measure of operating
        performance, not as a substitute for earnings per share.
   (2)  At period end.
         

SUMMARY OF OPERATING RESULTS

-    The addition of the Flagship mutual funds and the Rittenhouse managed
     accounts, together with the benefits of a restructuring of the Company's
     existing institutional managed account business and an increase in
     investment banking activity provided most of the increase in gross
     revenues for the three month and nine month periods ended September 30,
     1997 when compared to the same periods of the prior year.  This increase
     was partially offset by a decline in interest income earned on short-term
     investments.

-    Expenses for the period increased when compared to the same period of the
     prior year primarily due to an increase in advertising and promotional
     costs, goodwill amortization, amortization of the costs associated with
     the launch of the growth and income fund products and incremental
     personnel and operating expenses resulting from the acquisitions of
     Flagship and Rittenhouse.
     
                                     (12)


<PAGE>   13
The following discussion and analysis contains important
information that should be helpful in evaluating the Company's
results of operations and financial condition, and should be read
in conjunction with the consolidated financial statements and
related notes.
 
RESULTS OF OPERATIONS

Total advisory fee income earned during any fiscal year is directly
related to the market value of the assets managed by the Company.  
Advisory fee income will increase with a rise in the level of assets 
under management, which occurs with the sale of fund shares, deposits 
into individually managed accounts, the acquisition of assets under 
management from other advisory companies, or through increases in the 
value of portfolio investments.  Sales may include shares of new or 
existing funds or managed accounts.  Fund shares may be sold either 
to new or existing shareholders.  Assets under management may also 
increase as a result of reinvestment of distributions from unit trusts
sponsored by the Company into shares of the mutual funds.  Fee
income will decline when managed assets decline, as would occur
when the values of fund portfolio investments decrease or when
mutual fund redemptions or managed account withdrawals exceed
sales.

Investment advisory fee income, net of expense reimbursements, from
assets managed by the Company is shown in the following table:
 
-----------------------------------------------------------------------
     NUVEEN MANAGED FUNDS AND ACCOUNTS
     INVESTMENT ADVISORY FEES
     (in thousands)

<TABLE>
<CAPTION>


                            Three Months Ended    Nine Months Ended
                               September 30,        September 30,
                           1997        1996       1997        1996
                        ----------- ----------  ---------  ----------
<S>                         <C>        <C>       <C>         <C>
Managed Funds:                      
 Mutual Funds               $12,034    $ 6,358   $ 33,694    $ 18,972
 Exchange-Traded                    
 Products                    39,611     38,786    116,476     115,939
 Money Market Funds             961      1,067      2,872       3,372
 Managed Accounts (1)         3,937        180      5,102         543
                        ----------- ----------  ---------  ----------
 Total                      $56,543    $46,391   $158,144    $138,826
                        =========== ==========  =========  ==========
</TABLE>                            

  (1)  For 1997 periods, includes one month of advisory
       fee income earned on assets managed by Rittenhouse.
        

                                     (13)
<PAGE>   14
The following table summarizes net assets under management:
-------------------------------------------------------------------
     NUVEEN MANAGED FUNDS AND ACCOUNTS
     NET ASSETS UNDER MANAGEMENT (1)
     (in millions)
      

<TABLE>
<CAPTION>
                        September 30,  December 31,  September 30,
                            1997           1996          1996
                        -------------  ------------  -------------
<S>                           <C>           <C>            <C>
Managed Funds:
 Mutual Funds                 $10,705       $ 5,930        $ 5,409
 Exchange-traded
 Products                      25,799        25,434         25,267
 Money Market Funds               967         1,004          1,061
 Managed Accounts              10,604           823            773
                        -------------  ------------  -------------
TOTAL                         $48,075       $33,191        $32,510
                        =============  ============  =============
</TABLE>

     (1)  Excludes the unit trust assets under surveillance.
-------------------------------------------------------------------


Total advisory fees for the three month and nine month periods
ended September 30, 1997 increased over the comparable periods of
the prior year as a result of the higher levels of average assets
under management relating principally to the Flagship and
Rittenhouse acquisitions. Mutual fund assets under management at
September 30, 1997 increased 81% from December 31, 1996 and 98%
from September 30, 1996.  This increase resulted from the
acquisition of $4.2 billion of assets from Flagship, the
introduction of the growth and income fund products in late 1996
and early 1997, sales of fund shares over the periods, and
appreciation in the underlying value of the portfolio investments.
This increase was partially offset by share redemptions in the
mutual funds.  Managed account assets under management
increased $9.8 billion from December 31, 1996 and September 30,
1996 due to the acquisition of $9.4 billion and $400 million in
managed account assets from Rittenhouse and Flagship, respectively,
and net sales of retail managed accounts during those periods,
partially offset by the effect of the December 1996 restructuring
of certain institutional accounts previously managed through a
joint venture between the Company and Duff & Phelps.  The change in
fees earned on exchange-traded funds principally reflects the
impact of the movement of interest rates on the value of the
investment portfolios.  Average money market net assets under
management continued to decrease due to relatively low short-term
interest rates, a strong equity market and strong competition from
sponsors of competing money market products.

                                     (14)


   
<PAGE>   15
Sales of investment products for the three month period and nine
month period ended September 30, 1997 and 1996 are shown below.

-------------------------------------------------------------------------------
  GROSS INVESTMENT PRODUCT SALES
     (in millions)

<TABLE>
<CAPTION>
        
                          Three Months Ended            Nine Months Ended
                             September 30,                September 30,
                          1997           1996          1997           1996
                      -------------  ------------  -------------  -------------
<S>                          <C>           <C>            <C>             <C>
Unit Trusts                  $  168        $  275         $  611          $ 766
Mutual Funds                    228            49            731            135
Exchange-traded
funds                            25             -             25              -
Managed Accounts                356            31            540             85
                      -------------  ------------  -------------  -------------
Total                        $  777        $  355         $1,907          $ 986
                      =============  ============  =============  =============
</TABLE>
-------------------------------------------------------------------------------

The introduction of the Company's growth and income fund family of
products together with integration of the Flagship mutual funds and
the Flagship distribution systems contributed significantly to an
increase in the sale of mutual funds for the first nine months and
third quarter of 1997 over the first nine months and third quarter
of 1996 and a resultant increase in distribution revenue for the
period. However, the municipal mutual funds experienced net
redemptions for the first nine months of the year as demand for
municipal products remained relatively flat for the year,
continuing last year's trend.  This trend is primarily due to
competition from strong equity markets and investor concerns that
interest rates will increase with a potentially expanding economy.
Likewise, sales of municipal unit trusts and the related
distribution revenue were lower in the first nine months of 1997
when compared to the first nine months of 1996 as absolute yields
continue to be too low to attract significant investor interest in
the trusts.

Sales of managed accounts increased during the first nine months of
1997 as compared to the same period last year as Flagship's managed
account business was combined with the Company's managed account
business for the full nine months of the year coupled with one
month of Rittenhouse account sales. One of the  exchange-traded
funds sponsored by the Company issued $25 million in preferred
stock in late September.  Sales of managed accounts and
exchange-traded preferred stock do not impact the Company's
underwriting and distribution revenue as there is no
transaction-based revenue associated with those products.

The Company records positioning profits or losses from changes in       
the market value of unit trust inventories and fixed income
securities held for future deposits into unit trusts, and from
realized gains or losses on temporary investments in newly
sponsored mutual funds. During the first three quarters of the
year, the Company recognized positioning gains of $821,000
compared to losses of $602,000 recognized during the first three
quarters of 1996.  The Company manages the interest-rate risk
on the unit trust and fixed income inventories by controlling
inventory levels for both unit trusts and fixed income
securities, by timing deposits of new unit trusts to coincide
closely with expected demand, and, on occasion, by hedging these
inventories against fluctuations in interest rates using
financial futures.

Investment banking revenues include both new issue underwriting
profits and fee income earned from various financial advisory
activities.  During the first nine months of 1997 


                                     (15)

<PAGE>   16
investment banking revenues increased 72% from $5.4 million to $9.3 
million due to an increase in both negotiated underwritings and 
financial advisory activity during the period when compared to the 
first nine months of 1996.

Compensation and related benefits increased 5% when comparing the
first three quarters of 1997 and 1996.  Although the Company
recognized an increase in salary expense with the addition of
approximately 60 former Flagship employees for the full nine months
of the year and the addition of approximately 80 Rittenhouse
employees for the month of September, the increase was mostly
offset by new compensation arrangements beginning in 1996 which
shift a portion of cash incentive awards to equity incentive awards
in the form of restricted stock and options and a decline in
expense associated with equity awards granted pursuant to the
Company's 1992 Special Incentive Plan.  Expense associated with the
1992 awards was tied to a vesting schedule, with substantially all
awards being vested by July 1996.

Advertising and promotional expenditures increased for the first
nine months of 1997 when compared to the same period of the prior
year primarily as a result of an advertising and promotional
campaign in the first and second quarters to support the launch of
the new growth and income mutual fund products and increased
production of prospectuses and other marketing materials needed to
market a growing number of products.

Goodwill amortization of $2.3 million was recorded during the first
nine months of 1997 which relates primarily to the acquisition of
Flagship on January 2, 1997 and Rittenhouse on August 31, 1997.
The Company expects to amortize goodwill purchased over approximately 
a 30 year period for both acquisitions.

During December 1996 and the first five months of 1997, the Company
offered shares of the Company's growth and income fund family on a
load-waived basis.  During this period, the Company compensated
selling firms with commissions on approximately $600 million of
fund share sales.  The Company is amortizing these costs over a
three year period.  Amortization expense recorded during the first
three quarters of the year amounted to $4.8 million.

Other operating expenses increased $4.9 million over the nine month
period ended September 30, 1997 when compared to the same period of
the prior year due to an increase in interest expense of $670,000,
and to increases in operating expenses resulting from the
addition of Flagship and Rittenhouse personnel.

CAPITAL RESOURCES, LIQUIDITY
AND FINANCIAL CONDITION

The Company's principal businesses are not capital intensive and,
historically, the Company has met its liquidity requirements
through cash flow generated by the Company's operations.  The
Company, however, occasionally utilizes available, uncommitted
lines of credit, which exceed $400 million, to satisfy additional
periodic, short-term liquidity requirements.  Additionally, in
early August, the Company entered into a $200 million committed,
three-year revolving credit facility with a group of banks to
ensure an ongoing liquidity source for general corporate purposes.

On August 31, 1997, the Company acquired Rittenhouse, a
nationally-known equity and balanced account manager, for a cash
purchase price of $145 million.  To finance the 


                                     (16)
<PAGE>   17
transaction the Company used $95 million of existing cash and drew 
$34 million from the aforementioned committed credit line.  On 
November 17, the Company will pay the final amount due of approximately 
$16 million also from this credit line. 

The Company completed the acquisition of Flagship for cash and
preferred stock with a total value of approximately $63 million on
January 2, 1997.  Additional payments, which are contingent on the
significant future growth in the Company's municipal mutual funds,
could amount to as much as $20 million over the next four years.
The $45 million cash portion of the purchase price was financed
with internal cash.

At September 30, 1997, the Company held in its treasury 6,918,041
shares of common stock acquired in open market transactions and in
transactions with its parent company, The St. Paul Companies, Inc.,
as part of ongoing stock repurchase programs.  During February
1997, the Board of Directors authorized the purchase of 3.5
million shares to be prorated between Class A and Class B shares,
based on the total number of shares outstanding.  During the first
nine months of 1997, the Company repurchased a total of 1,782,169
of its outstanding common shares, comprised of 397,750 Class A
shares and 1,384,419 Class B shares, which automatically converted
to Class A after repurchase.

The Company is remarketing agent for various issuers of VRDOS with
an aggregate principal value in excess of $1.7 billion at September
30, 1997.  Although remarketing agents, including the Company, are
only obligated to use their best efforts in locating purchasers for
the VRDOS, they frequently repurchase VRDOS for resale to other
buyers within a few days.  During temporary periods of imbalance
between supply and demand for VRDOS, the Company may hold larger
balances of such obligations for resale.  Substantially all VRDOS
for which the Company is remarketing agent are secured by letters
of credit obtained by the issuer from top-rated third-party
providers, including major commercial banks and insurance
companies.  At September 30, 1997, and December 31, 1996, the
Company held $16 million and $100 million, respectively, of VRDOS,
which are classified in its consolidated balance sheets as
"Temporary Investments Arising from Remarketing Obligations". The
Company's average daily inventory of VRDOS was $34 million during
the first nine months of 1997 and $18 million during all of 1996.

To minimize interest rate risk on the unit trust inventories and
fixed income securities held by the Company, the Company entered
into futures contracts during the period and expects to continue to
do so.  Additionally, the Company's investment banking group will,
on occasion, act as financial adviser, broker, or underwriter to
municipal or other not-for-profit issuers with respect to
transactions such as interest rate swaps and forward delivery
transactions.  The Company's investment advisory subsidiaries did
not invest in derivative securities, other than high quality
synthetic money market securities, for the funds and accounts they
manage.

John Nuveen & Co. Incorporated, the Company's wholly owned
broker/dealer subsidiary, is subject to the Securities and Exchange
Commission Rule 15c3-1, the "Uniform Net Capital Rule", which
requires the maintenance of minimum net capital and requires that
the ratio of aggregate indebtedness to net capital, as these terms
are defined, shall not exceed 15 to 1.  At September 30, 1997, its
net capital ratio was 1.63 to 1 and its net capital was $25.8
million which is $23.0 million in excess of the required net
capital of $2.8 million.



                                     (17)

<PAGE>   18



Management believes that cash provided from operations and
borrowings available under its committed credit facility will
provide the Company with sufficient liquidity to meet its operating
needs for the foreseeable future.


INFLATION

The Company's assets are, to a large extent, liquid in nature and
therefore not significantly affected by inflation.  However,
inflation may result in increases in the Company's expenses, such
as employee compensation, advertising and promotional costs, and
office occupancy costs.  To the extent inflation, or the
expectation thereof, results in rising interest rates or has other
adverse effects upon the securities markets and on the value of
financial instruments, it may adversely affect the Company's
financial condition and results of operations.  A substantial
decline in the value of fixed income investments could adversely
affect the net asset value of funds managed by the Company, which
in turn would result in a decline in investment advisory fee
income.



                                     (18)
<PAGE>   19
                           PART II  OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

     As previously reported most recently in the Form 10-Q for the quarter
     ending June 30, 1997, a lawsuit brought in June, 1996 by certain
     shareholders is currently pending in federal district court for the
     Northern District of Illinois against John Nuveen & Co. Incorporated,
     Nuveen Advisory Corp., six Nuveen investment companies (collectively, the
     "funds") and two of the Funds' former directors seeking unspecified
     damages, an injunction and other relief. The suit also seeks
     certification of a defendant class consisting of all Nuveen-managed
     leveraged funds. The complaint is filed on behalf of a purported
     class of present and former shareholders of all Nuveen leveraged
     investment companies, including the Funds, which allegedly engaged in
     certain practices which plaintiffs allege violated various provisions of
     the Investment Company Act of 1940 and common law.  Plaintiffs allege among
     other things, breaches of fiduciary duty and various misrepresentations and
     omissions in disclosures in connection with the use and maintenance of
     leverage through the issuance and periodic auctioning of preferred stock
     and the payment of management and brokerage fees to Nuveen Advisory Corp.
     and John Nuveen & Co. Incorporated. The defendants are vigorously
     contesting this action and have filed motions to dismiss the entire action
     which are pending.


ITEM 2.  CHANGES IN SECURITIES

         Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

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

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


     a) The following exhibits are included herein:

        (27) Financial Data Schedule

     b) Report on Form 8-K. Form 8K dated July 22, 1997 reporting under 
        Item 5 Other Events that the Company had entered into an agreement 
        with George W. Connell to purchase all the oustanding stock of 
        Rittenhouse Financial Services, Inc. Also reported under Item 7
        Financial Statements, Pro Forma Financial Information and Exhibits
        was the Press Release, dated July 15, 1997, relating to the 
        announcement of the acquisition. 

     c) Report on Form 8-K. Form 8-K dated August 31, 1997 reporting under
        Item 5 Other Events the announcement that the Company had completed
        the acquisition of Rittenhouse Financial Services, Inc. Also reported
        under Item 7 Financial Statements, Pro Forma Financial Information and 
        Exhibits was the Press Release dated September 2, 1997 relating to the 
        completion of such acquisition.

                                     (19)

<PAGE>   20



                                   SIGNATURE



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





                                  THE JOHN NUVEEN COMPANY    
                                  (Registrant)               










DATE:  November 13, 1997          By /s/ John P. Amboian       
                                  ---------------------------------
                                  John P. Amboian              
                                  Executive Vice President,    
                                  Chief  Financial Officer     





                                  By /s/ O. Walter Renfftlen       
DATE:  November 13, 1997          ---------------------------------
                                  O. Walter Renfftlen              
                                  Vice President and Controller    
                                  (Principal Accounting Officer)   


















                                      (20)