Registration No. 333-______

     As filed with the Securities and Exchange Commission on June 9, 2003

______________________________________________________________________________

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                               __________________

                          THE ZIEGLER COMPANIES, INC.

            (Exact name of registrant as specified in its charter)

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

      250 EAST WISCONSIN AVENUE
             SUITE 2000
        MILWAUKEE, WISCONSIN                                 53202
(Address of Principal Executive Offices)                   (Zip Code)
                               _________________


THE ZIEGLER COMPANIES, INC.                        THE ZIEGLER COMPANIES, INC.
    MANDATORY DEFERRED                                 VOLUNTARY DEFERRED
        BONUS PLAN                                         BONUS PLAN
                          (Full title of the plans)
                               _________________


              S. CHARLES O'MEARA, ESQ.                        Copy to:
Senior Vice President, Secretary and General Counsel  CONRAD G. GOODKIND, ESQ.
            The Ziegler Companies, Inc.                WALTER J. SKIPPER, ESQ.
     250 East Wisconsin Avenue, Suite 2000               Quarles & Brady LLP
            Milwaukee, Wisconsin 53202               411 East Wisconsin Avenue
                                                    Milwaukee, Wisconsin 53202

                    (Name and address of agent for service)

                                (414) 277-4400
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

                                       Proposed        Proposed
  Title of                             Maximum         Maximum
 Securities          Amount to be   Offering Price    Aggregate     Registration
to be Registered      Registered      Per Share     Offering Price       Fee

Common Stock,
par value         100,000 shares(1)       (2)        $1,550,000(2)     $125.40
$1.00 per share


<PAGE>




(1)  The number of shares to be issued under the plans covered by this
     registration statement are as follows:

      The Ziegler Companies, Inc. Mandatory Bonus Plan       50,000 shares

      The Ziegler Companies, Inc. Voluntary Bonus Plan       50,000 shares

      Total                                                 100,000 shares

      In addition, the Mandatory Deferred Bonus Plan, as amended (the
      "Mandatory Bonus Plan"), and the Voluntary Deferred Bonus Plan, as
      amended (the "Voluntary Bonus Plan") (collectively, the "Plans"),
      provide for adjustment of the number of shares issuable thereunder in
      the event of stock splits, stock dividends or other changes affecting
      the Registrant's Common Stock.  Pursuant to Rule 416(c), this
      Registration Statement therefore covers, in addition to the above stated
      100,000 shares, an indeterminate number of shares that may become
      subject to the Plans by means of any such adjustment.

(2)   Pursuant to Rule 457(h), estimated solely for the purpose of calculating
      the registration fee, at the statutory rate of $80.90 per million of the
      aggregate offering price, based upon the average of the high and low
      sales prices of the Registrant's Common Stock on the American Stock
      Exchange on June 5, 2003.

______________________________________________________________________________

<PAGE>




                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


        Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to participants of the Plans as specified by Rule 428(b)(1)
under the Securities Act of 1933.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents filed by The Ziegler Companies, Inc. (the
"Registrant") (Commission File No. 1-10854) with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are incorporated herein by
reference:

        *     The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 2002;
        *     The Registrant's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 2003; and
        *     the description of the Registrant's Common Stock contained in
              its Registration Statement on Form 8-A, filed as of April 25,
              1972 (filed pursuant to Section 12(g) of the 1934 Act, as
              amended by Form 8 dated November 15, 1990 relating to the
              description of the Registrant's securities), and any amendments
              or reports filed for the purpose of updating such description,
              which description of the Registrant's Common Stock is further
              amended by the new Articles of Incorporation previously filed as
              Exhibit C to the Registrant's Proxy Statement dated March 8,
              1993.

        All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part hereof.

        In May 2002, The Ziegler Companies, Inc. announced that the Board of
Directors ended the engagement of Arthur Andersen LLP as the Registrant's
independent public accountants.  The Registrant subsequently engaged KPMG LLP
to serve as the Registrant's independent auditors for the fiscal year ended
December 31, 2002. For more information, see the Registrant's current reports
on Form 8-K, dated May 31, 2002 and July 24, 2002, respectively.

        The Registrant's Form 10-K for the fiscal year ended December 31,
2002, which is incorporated by reference into this Registration Statement,
contains consolidated financial statements for fiscal years ended December 31,
2000, and December 31, 2001, that were audited by Arthur Andersen LLP.  After
reasonable efforts, and because of Arthur Anderson LLP's ceasing of
operations, the Registrant has been unable to obtain Arthur Andersen LLP's
written consent to the incorporation by reference into this Registration
Statement of Arthur Andersen LLP's reports on the Company's consolidated
financial statements and related financial statement schedules for each of the
two years ended December 31, 2001.

<PAGE>



        Accordingly, the Company has omitted Arthur Andersen LLP's consent in
reliance upon Rule 437a under the Securities Act of 1933, which permits the
Company to dispense with the requirement to file the written consent of Arthur
Andersen LLP under the circumstances.

        Arthur Andersen LLP has not consented to the incorporation of their
reports in this Registration Statement. Therefore, with respect to
transactions in the Company's securities pursuant to this Registration
Statements, Arthur Andersen LLP will not have any liability under
Section 11(a) of the Securities Act of 1933 for any untrue statements of a
material fact contained in the Company's consolidated financial statements
audited by Arthur Andersen LLP or for any omission to state a material fact
required to be stated in those consolidated financial statements and thus no
claim could be asserted against Arthur Andersen LLP under Section 11(a) of the
Securities Act. To the extent provided in Section 11(b)(3)(C) of the
Securities Act, however, other persons who are liable under Section 11(a) of
the Securities Act, including the Company's officers and directors, may still
rely on Arthur Andersen's original audit report as being made by an expert for
purposes of establishing a due diligence defense under Section 11(b) of the
Securities Act.

Item 4. Description of Securities.

        Not applicable.  See filings listed in Item 3 above.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a
proceeding, for all reasonable expenses incurred in the proceeding if such
person was a party because he or she was a director or officer of the
Registrant.  In all other cases, the Registrant is required by Section
180.0851(2) of the WBCL to indemnify a director or officer against liability
incurred in a proceeding to which such person was a party because he or she
was an officer or director of the Registrant, unless it is determined that he
or she breached or failed to perform a duty owed to the Registrant and the
breach or failure to perform constitutes:  (i) a willful failure to deal
fairly with the Registrant or its shareholders in connection with a matter in
which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct.
Section 180.0858(1) of the WBCL provides that, subject to certain limitations,
the mandatory indemnification provisions do not preclude any additional right
to indemnification or allowance of expenses that a director or officer may
have under the Registrant's articles of incorporation, bylaws, a written
agreement or a resolution of the Board of Directors or shareholders.

        Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under
Sections 180.0850 to 180.0858 of the WBCL for any liability incurred in
connection with a proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities.

        Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely


                                    -2-
<PAGE>



from his or her status as a director, unless the person asserting liability
proves that the breach or failure to perform constitutes any of the four
exceptions to mandatory indemnification under Section 180.0851(2) referred to
above.

        Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of an
improper dividend or other distribution to shareholders to which they assented
are entitled to contribution from other directors who assented to such
distribution and from shareholders who knowingly accepted the improper
distribution, as provided therein.

        Article VIII of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL.  Directors and
officers of the Registrant are also covered by directors' and officers'
liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

Item 9. Undertakings.

        (a)     The undersigned Registrant hereby undertakes:

                (1)     To file, during any period in which offers or sales
                        are being made, a post-effective amendment to this
                        Registration Statement:

                        (i)     To include any prospectus required by
                                Section 10(a)(3) of the Securities Act of
                                1933;

                        (ii)    To reflect in the prospectus any facts or
                                events arising after the effective date of the
                                Registration Statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set
                                forth in the Registration Statement.
                                Notwithstanding the foregoing, any increase or
                                decrease in volume of securities offered (if
                                the total dollar value of securities offered
                                would not exceed that which was registered)
                                and any deviation from the low or high end of
                                the estimated maximum offering range may be
                                reflected in the form of prospectus filed with
                                the Commission pursuant to Rule 424(b) if, in
                                the aggregate, the changes in volume and price
                                represent no more than a 20% change in the
                                maximum aggregate offering price set forth in
                                the "Calculation of Registration Fee" table in
                                the effective Registration Statement;

                        (iii)   To include any material information with
                                respect to the plan of distribution not
                                previously disclosed in the Registration
                                Statement or any material change to such
                                information in the Registration Statement.


                                    -3-
<PAGE>



        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the Registration Statement is on Form S-3, Form S-8,
or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

                (2)     That, for the purpose of determining any liability
                        under the Securities Act of 1933, each such post-
                        effective amendment shall be deemed to be a new
                        registration statement relating to the securities
                        offered therein, and the offering of such securities
                        at that time shall be deemed to be the initial bona
                        fide offering thereof.

                (3)     To remove from registration by means of a post-
                        effective amendment any of the securities being
                        registered which remain unsold at the termination of
                        the offering.

        (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        (h)     Reference is made to the indemnification provisions described
                in Item 6 of this Registration Statement.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.


                                    -4-
<PAGE>




                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on
June 9, 2003.

                                    THE ZIEGLER COMPANIES, INC.


                                    By:  /s/ John J. Mulherin
                                         John J. Mulherin
                                         President and Chief Executive Officer

                              POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John J. Mulherin, Gary P. Engle and
S. Charles O'Meara and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, and any other regulatory authority, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their substitutes, may lawfully do or cause to
be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.*



              Signature                                  Title

/s/ John J. Mulherin                 President and Chief Executive Officer;
John J. Mulherin                     Director
                                     (Principal Executive Officer)


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


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


/s/ Peter R. Kellogg                 Director and Chairman of the Board of
Peter R. Kellogg                     Directors


/s/ Donald A. Carlson, Jr.           Director and Senior Managing Director -
Donald A. Carlson, Jr.               Capital Markets Group


/s/ John C. Frueh                    Director
John C. Frueh


                                    -5-
<PAGE>




/s/ Gerald J. Gagner                 Director
Gerald J. Gagner


/s/ Belverd E. Needles, Jr.          Director
Belverd E. Needles, Jr.


/s/ Bernard C. Ziegler III           Director
Bernard C. Ziegler III


_________________

*Each of the above signatures is affixed as of June 9, 2003.


                                    -6-
<PAGE>




                         THE ZIEGLER COMPANIES, INC.
                              (the "Registrant")
                        (Commission File No. 1-10854)

                                EXHIBIT INDEX
                                      TO
                       FORM S-8 REGISTRATION STATEMENT


Exhibit                                   Incorporated Herein       Filed
Number            Description               by Reference To        Herewith

 4.1        Articles of Incorporation     Exhibit C to the
            of Registrant                 Registrant's Proxy
                                          Statement dated
                                          March 8, 1993

 4.2        By-Laws of Registrant         Exhibit 3.2 to the
                                          Registrant's Form 10-K
                                          for the fiscal year
                                          ended December 31, 2002

 4.3        Registrant's Mandatory                                     X
            Deferred Bonus Plan

 4.4        Registrant's Voluntary                                     X
            Deferred Bonus Plan


 5          Opinion of Quarles &                                       X
            Brady LLP

23.1        Consent of KPMG LLP                                        X

23.2        Notice Regarding Consent                                   X
            of Arthur Andersen LLP

23.3        Consent of Quarles &                                  Contained
            Brady LLP                                             in Exhibit 5

24          Power of Attorney                                     Contained in
                                                                  Signatures
                                                                  page to this
                                                                  Registration
                                                                  Statement


                                   E-1
[{"type": "S-8", "sequence": "1", "filename": "defbonus.txt", "description": "ZCO DEFERRED BONUS PLANS", "secsgml_size_bytes": 24358}]
{"company-data": {"conformed-name": "ZIEGLER COMPANIES INC", "cik": "0000109312", "assigned-sic": "6211", "irs-number": "391148883", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105953", "film-number": "03737224"}, "business-address": {"street1": "250 EAST  WISCONSIN AVENUE - SUITE 2000", "city": "MILWAUKEE", "state": "WI", "zip": "53202", "phone": "414-978-6400"}, "mail-address": {"street1": "250 EAST WISCONSIN AVENUE - SUITE 2000", "city": "MILWAUKEE", "state": "WI", "zip": "53202"}, "former-company": {"former-conformed-name": "ZIEGLER CO INC", "date-changed": "19920703"}}
Registration No. 333-______

     As filed with the Securities and Exchange Commission on June 9, 2003

______________________________________________________________________________

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                               __________________

                          THE ZIEGLER COMPANIES, INC.

            (Exact name of registrant as specified in its charter)

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

      250 EAST WISCONSIN AVENUE
             SUITE 2000
        MILWAUKEE, WISCONSIN                                 53202
(Address of Principal Executive Offices)                   (Zip Code)
                               _________________

THE ZIEGLER COMPANIES, INC.                        THE ZIEGLER COMPANIES, INC.
    MANDATORY DEFERRED                                 VOLUNTARY DEFERRED
        BONUS PLAN                                         BONUS PLAN
                          (Full title of the plans)
                               _________________

              S. CHARLES O'MEARA, ESQ.                        Copy to:
Senior Vice President, Secretary and General Counsel  CONRAD G. GOODKIND, ESQ.
            The Ziegler Companies, Inc.                WALTER J. SKIPPER, ESQ.
     250 East Wisconsin Avenue, Suite 2000               Quarles & Brady LLP
            Milwaukee, Wisconsin 53202               411 East Wisconsin Avenue
                                                    Milwaukee, Wisconsin 53202

                    (Name and address of agent for service)

                                (414) 277-4400
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

                                       Proposed        Proposed
  Title of                             Maximum         Maximum
 Securities          Amount to be   Offering Price    Aggregate     Registration
to be Registered      Registered      Per Share     Offering Price       Fee

Common Stock,
par value         100,000 shares(1)       (2)        $1,550,000(2)     $125.40
$1.00 per share
(1)  The number of shares to be issued under the plans covered by this
     registration statement are as follows:

      The Ziegler Companies, Inc. Mandatory Bonus Plan       50,000 shares

      The Ziegler Companies, Inc. Voluntary Bonus Plan       50,000 shares

      Total                                                 100,000 shares

      In addition, the Mandatory Deferred Bonus Plan, as amended (the
      "Mandatory Bonus Plan"), and the Voluntary Deferred Bonus Plan, as
      amended (the "Voluntary Bonus Plan") (collectively, the "Plans"),
      provide for adjustment of the number of shares issuable thereunder in
      the event of stock splits, stock dividends or other changes affecting
      the Registrant's Common Stock.  Pursuant to Rule 416(c), this
      Registration Statement therefore covers, in addition to the above stated
      100,000 shares, an indeterminate number of shares that may become
      subject to the Plans by means of any such adjustment.

(2)   Pursuant to Rule 457(h), estimated solely for the purpose of calculating
      the registration fee, at the statutory rate of $80.90 per million of the
      aggregate offering price, based upon the average of the high and low
      sales prices of the Registrant's Common Stock on the American Stock
      Exchange on June 5, 2003.

______________________________________________________________________________
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to participants of the Plans as specified by Rule 428(b)(1)
under the Securities Act of 1933.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents filed by The Ziegler Companies, Inc. (the
"Registrant") (Commission File No. 1-10854) with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are incorporated herein by
reference:

        *     The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 2002;
        *     The Registrant's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 2003; and
        *     the description of the Registrant's Common Stock contained in
              its Registration Statement on Form 8-A, filed as of April 25,
              1972 (filed pursuant to Section 12(g) of the 1934 Act, as
              amended by Form 8 dated November 15, 1990 relating to the
              description of the Registrant's securities), and any amendments
              or reports filed for the purpose of updating such description,
              which description of the Registrant's Common Stock is further
              amended by the new Articles of Incorporation previously filed as
              Exhibit C to the Registrant's Proxy Statement dated March 8,
              1993.

        All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part hereof.

        In May 2002, The Ziegler Companies, Inc. announced that the Board of
Directors ended the engagement of Arthur Andersen LLP as the Registrant's
independent public accountants.  The Registrant subsequently engaged KPMG LLP
to serve as the Registrant's independent auditors for the fiscal year ended
December 31, 2002. For more information, see the Registrant's current reports
on Form 8-K, dated May 31, 2002 and July 24, 2002, respectively.

        The Registrant's Form 10-K for the fiscal year ended December 31,
2002, which is incorporated by reference into this Registration Statement,
contains consolidated financial statements for fiscal years ended December 31,
2000, and December 31, 2001, that were audited by Arthur Andersen LLP.  After
reasonable efforts, and because of Arthur Anderson LLP's ceasing of
operations, the Registrant has been unable to obtain Arthur Andersen LLP's
written consent to the incorporation by reference into this Registration
Statement of Arthur Andersen LLP's reports on the Company's consolidated
financial statements and related financial statement schedules for each of the
two years ended December 31, 2001.
Accordingly, the Company has omitted Arthur Andersen LLP's consent in
reliance upon Rule 437a under the Securities Act of 1933, which permits the
Company to dispense with the requirement to file the written consent of Arthur
Andersen LLP under the circumstances.

        Arthur Andersen LLP has not consented to the incorporation of their
reports in this Registration Statement. Therefore, with respect to
transactions in the Company's securities pursuant to this Registration
Statements, Arthur Andersen LLP will not have any liability under
Section 11(a) of the Securities Act of 1933 for any untrue statements of a
material fact contained in the Company's consolidated financial statements
audited by Arthur Andersen LLP or for any omission to state a material fact
required to be stated in those consolidated financial statements and thus no
claim could be asserted against Arthur Andersen LLP under Section 11(a) of the
Securities Act. To the extent provided in Section 11(b)(3)(C) of the
Securities Act, however, other persons who are liable under Section 11(a) of
the Securities Act, including the Company's officers and directors, may still
rely on Arthur Andersen's original audit report as being made by an expert for
purposes of establishing a due diligence defense under Section 11(b) of the
Securities Act.

Item 4. Description of Securities.

        Not applicable.  See filings listed in Item 3 above.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a
proceeding, for all reasonable expenses incurred in the proceeding if such
person was a party because he or she was a director or officer of the
Registrant.  In all other cases, the Registrant is required by Section
180.0851(2) of the WBCL to indemnify a director or officer against liability
incurred in a proceeding to which such person was a party because he or she
was an officer or director of the Registrant, unless it is determined that he
or she breached or failed to perform a duty owed to the Registrant and the
breach or failure to perform constitutes:  (i) a willful failure to deal
fairly with the Registrant or its shareholders in connection with a matter in
which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct.
Section 180.0858(1) of the WBCL provides that, subject to certain limitations,
the mandatory indemnification provisions do not preclude any additional right
to indemnification or allowance of expenses that a director or officer may
have under the Registrant's articles of incorporation, bylaws, a written
agreement or a resolution of the Board of Directors or shareholders.

        Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under
Sections 180.0850 to 180.0858 of the WBCL for any liability incurred in
connection with a proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities.

        Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely

                                    -2-
from his or her status as a director, unless the person asserting liability
proves that the breach or failure to perform constitutes any of the four
exceptions to mandatory indemnification under Section 180.0851(2) referred to
above.

        Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of an
improper dividend or other distribution to shareholders to which they assented
are entitled to contribution from other directors who assented to such
distribution and from shareholders who knowingly accepted the improper
distribution, as provided therein.

        Article VIII of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL.  Directors and
officers of the Registrant are also covered by directors' and officers'
liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

Item 9. Undertakings.

        (a)     The undersigned Registrant hereby undertakes:

                (1)     To file, during any period in which offers or sales
                        are being made, a post-effective amendment to this
                        Registration Statement:

                        (i)     To include any prospectus required by
                                Section 10(a)(3) of the Securities Act of
                                1933;

                        (ii)    To reflect in the prospectus any facts or
                                events arising after the effective date of the
                                Registration Statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set
                                forth in the Registration Statement.
                                Notwithstanding the foregoing, any increase or
                                decrease in volume of securities offered (if
                                the total dollar value of securities offered
                                would not exceed that which was registered)
                                and any deviation from the low or high end of
                                the estimated maximum offering range may be
                                reflected in the form of prospectus filed with
                                the Commission pursuant to Rule 424(b) if, in
                                the aggregate, the changes in volume and price
                                represent no more than a 20% change in the
                                maximum aggregate offering price set forth in
                                the "Calculation of Registration Fee" table in
                                the effective Registration Statement;

                        (iii)   To include any material information with
                                respect to the plan of distribution not
                                previously disclosed in the Registration
                                Statement or any material change to such
                                information in the Registration Statement.

                                    -3-
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the Registration Statement is on Form S-3, Form S-8,
or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

                (2)     That, for the purpose of determining any liability
                        under the Securities Act of 1933, each such post-
                        effective amendment shall be deemed to be a new
                        registration statement relating to the securities
                        offered therein, and the offering of such securities
                        at that time shall be deemed to be the initial bona
                        fide offering thereof.

                (3)     To remove from registration by means of a post-
                        effective amendment any of the securities being
                        registered which remain unsold at the termination of
                        the offering.

        (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        (h)     Reference is made to the indemnification provisions described
                in Item 6 of this Registration Statement.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                    -4-
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on
June 9, 2003.

                                    THE ZIEGLER COMPANIES, INC.

                                    By:  /s/ John J. Mulherin
                                         John J. Mulherin
                                         President and Chief Executive Officer

                              POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John J. Mulherin, Gary P. Engle and
S. Charles O'Meara and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, and any other regulatory authority, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their substitutes, may lawfully do or cause to
be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.*

              Signature                                  Title

/s/ John J. Mulherin                 President and Chief Executive Officer;
John J. Mulherin                     Director
                                     (Principal Executive Officer)

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

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

/s/ Peter R. Kellogg                 Director and Chairman of the Board of
Peter R. Kellogg                     Directors

/s/ Donald A. Carlson, Jr.           Director and Senior Managing Director -
Donald A. Carlson, Jr.               Capital Markets Group

/s/ John C. Frueh                    Director
John C. Frueh

                                    -5-
/s/ Gerald J. Gagner                 Director
Gerald J. Gagner

/s/ Belverd E. Needles, Jr.          Director
Belverd E. Needles, Jr.

/s/ Bernard C. Ziegler III           Director
Bernard C. Ziegler III

_________________

*Each of the above signatures is affixed as of June 9, 2003.

                                    -6-
THE ZIEGLER COMPANIES, INC.
                              (the "Registrant")
                        (Commission File No. 1-10854)

                                EXHIBIT INDEX
                                      TO
                       FORM S-8 REGISTRATION STATEMENT

Exhibit                                   Incorporated Herein       Filed
Number            Description               by Reference To        Herewith

 4.1        Articles of Incorporation     Exhibit C to the
            of Registrant                 Registrant's Proxy
                                          Statement dated
                                          March 8, 1993

 4.2        By-Laws of Registrant         Exhibit 3.2 to the
                                          Registrant's Form 10-K
                                          for the fiscal year
                                          ended December 31, 2002

 4.3        Registrant's Mandatory                                     X
            Deferred Bonus Plan

 4.4        Registrant's Voluntary                                     X
            Deferred Bonus Plan

 5          Opinion of Quarles &                                       X
            Brady LLP

23.1        Consent of KPMG LLP                                        X

23.2        Notice Regarding Consent                                   X
            of Arthur Andersen LLP

23.3        Consent of Quarles &                                  Contained
            Brady LLP                                             in Exhibit 5

24          Power of Attorney                                     Contained in
                                                                  Signatures
                                                                  page to this
                                                                  Registration
                                                                  Statement

                                   E-1