PIPER JAFFRAY COMPANIES INC
10-C, 1996-07-30
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-C

                   REPORT BY ISSUER OF SECURITIES QUOTED ON
                       NASDAQ INTERDEALER QUOTATION SYSTEM

                 Filed Pursuant to Section~13 or 15(d) of the
               Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder

                          Piper Jaffray Companies Inc.
                 (Exact name of issuer as specified in charter)

                              Piper Jaffray Tower,
              222 South Ninth Street, Minneapolis, Minnesota 55402
                   (Address of principal executive offices)

        Issuer's telephone number, including area code: (612) 342-6000

                  I. CHANGE IN NUMBER OF SHARES OUTSTANDING

            Indicate  any change  (increase  or  decrease)  of 5% or more in the
number of shares outstanding:

      1.    Title of Security:

                  Common Stock, par value $1.00 per share

      2.    Number of shares outstanding before change:

                  8,388,734

      3.    Number of shares outstanding after change:

                  18,197,635

      4.    Effective date of change:

            (a)  December  7,  1993
            (b)  March 2,  1995;  January  29,  1996
            (c)  December  19, 1991 - July 22, 1996
            (d)  December 19, 1991 - July 22, 1996
            (e)  July 22, 1996

      5.    Method of change:

            (a)   Two-for-one  stock split on  outstanding  shares:  8,780,822
                  shares.
            (b)   Contribution  of shares to Piper Jaffray  Companies  ESOP in
                  1995 and 1996:  645,787 and 534,188 shares, respectively
            (c)   Issuance of shares upon exercises of stock options,  awards of
                  stock under  employee  benefit plans and  purchases  under the
                  employee stock purchase program: 618,158 shares.
            (d)   Repurchase  of  outstanding  shares for future  issuance  upon
                  exercise  of stock  options,  awards of stock  under  employee
                  benefit plans, and purchases under the employee stock purchase
                  program: 825,500 shares.
            (e)   Issuance  of  shares  in  the  settlement  of  a  bona  fide
                  outstanding claim: 55,446 shares.


                          II. CHANGE IN NAME OF ISSUER

                                 Not Applicable

Date: July 29, 1996

                                    PIPER JAFFRAY COMPANIES INC.


                                    By:         /s/Deborah K. Roesler
                                                Deborah K. Roesler
                                                Chief   Financial Officer and
                                                Managing Director


M1:0157709.04



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