SEC NEWS DIGEST

Issue 2003-47                                                 March 12, 2003



COMMISSION ANNOUNCEMENTS


COMMISSION MEETINGS

CHANGE IN THE MEETING:  ADDITIONAL ITEM

     The  following  item has been added to the closed meeting scheduled  for
     Wednesday, March 12:  Litigation matter.
     
CLOSED MEETING - TUESDAY, MARCH 18, 2003 - 10:00 A.M.

     The  subject  matter of the closed meeting scheduled for Tuesday,  March
     18,  will  be:  Institution and settlement of administrative proceedings
     of   an   enforcement   nature;  Institution  of   injunctive   actions;
     Adjudicatory matters; and Opinion.

CLOSED MEETING - THURSDAY,  MARCH 20, 2003 - 10:00 A.M.

     The  subject matter of the closed meeting scheduled for Thursday,  March
     20,  will  be:  Regulatory  matter involving  a  financial  institution;
     Institution   and  settlement  of  administrative  proceedings   of   an
     enforcement  nature;  Settlement  injunctive  actions;  and   Litigation
     matter.
     
     At  times, changes in Commission priorities require alterations  in  the
     scheduling  of meeting items.  For further information and to  ascertain
     what,  if  any,  matters have been added, deleted or  postponed,  please
     contact:  The Office of the Secretary at (202) 942-7070.
     
     
ENFORCEMENT PROCEEDINGS

     
FORMER BANK PRESIDENT AND BROKERAGE DIRECTOR CONSENTS TO BAR FROM ASSOCIATION
WITH ANY BROKER OR DEALER
                                      
     The Commission announced that on March 12 the Commission issued an Order
     in  a settled administrative proceeding, pursuant to Section 15(b)(6) of
     the  Securities  Exchange  Act  of  1934,  against  Peter  Meyer  Kolben
     (Kolben),  a  former  bank president and brokerage firm  director.   The
     Order  bars  Kolben from association with any broker or  dealer  and  is
     based  on  his federal felony conviction for violating Title  18  United
     States  Code,  Section 1005, by knowingly and willfully making  a  false
     statement  on  behalf  of  a  federally insured  financial  institution.
     Kolben's  conviction was entered on March 6, 2002, by the U.S.  District
     Court  for  the  District  of  New Jersey.  The  false  statement,  that
     Broadway  Bank  & Trust Company (Broadway Bank) did not  make  sales  of
     recourse  loans to other financial institutions, was made in the  annual
     report  on  Form  10-K  of Broadway Financial Corporation  (the  holding
     company for Broadway Bank) for its fiscal year ended Dec. 31, 1990.   At
     the  time,  Kolben  was President of Broadway Bank  and  a  director  of
     Broadway  Financial  Investment Services  Corp.,  a  registered  broker-
     dealer.  The District Court sentenced Kolben to two years probation  and
     a  $5,000 fine.  Simultaneous with the institution of the administrative
     proceeding,  and  without admitting or denying the substantive  findings
     contained  therein  except with respect to the  finding  concerning  his
     criminal  conviction, Kolben consented to the issuance of the Commission
     Order barring him from association with any broker or dealer.   (Rel. 34-
     47486; File No. 3-11060)

ADMINISTRATIVE PROCEEDINGS INSTITUTED AND SIMULTANEOUSLY SETTLED WITH  FORMER
REGISTERED REPRESENTATIVE
                                      
     On   March   12,  the  Commission  announced  that  it  instituted   and
     simultaneously settled public administrative proceedings  against  Peter
     Matus, a former registered representative.  Without admitting or denying
     the  allegations in the order, Matus consented to an order  barring  him
     from association with any broker or dealer.
     
     On Dec. 4, 2001, the Commission named Matus as a defendant in an insider
     trading  case,  along with his brother, George Matus who  was  the  Vice
     President  of Investor Relations of Carreker Corporation.  According  to
     the  Commission's  Complaint, the Matus brothers  obtained  $209,940  in
     illegal  trading  profits  by trading on inside  information  concerning
     Carreker's  May 22, 2001, announcement that the company would  miss  its
     first-quarter  earnings estimate.  Peter Matus  and  George  Matus  were
     permanently enjoined on June 24, 2002, from violations of Section  10(b)
     of  the  Securities  Exchange  Act of 1934 and  Rule  10b-5  promulgated
     thereunder, by the United States District Court for the Eastern District
     of Texas.  (Rel. 34-47487; File No. 3-11061)
     
COURT JAILS DEFENDANT IN SEC LAWSUIT FOR CONTEMPT, FINDS OTHERS IN COMPTEMPT

     The  Commission announced that last week a federal district court  judge
     in  Charlottesville,  Virginia jailed Terry Dowdell,  a  Charlottesville
     resident,  for spending as much as $850,000 of funds that the court  had
     ordered frozen in a pending civil enforcement action brought by the  SEC
     against  him.   Dowdell,  age  56,  was  the  mastermind  of  a  massive
     international investment fraud, and the principal defendant in an  SEC's
     enforcement  action  pending  before Judge  James  H.  Michael,  Jr.  in
     Charlottesville.

     In  the underlying lawsuit, the SEC accused Dowdell of raising more that
     $70  million  from  investors in the U.S. and abroad  for  a  fictitious
     trading  program (Vavasseur Program) purportedly involving the  purchase
     and  sale of foreign bank instruments and purportedly being operated  by
     Vavasseur  Corporation, a Bahamian corporation that is also named  as  a
     defendant in this action.  According to the SEC, instead of operating  a
     legitimate  trading  program, Dowdell engaged in an old-fashioned  Ponzi
     scheme,  using  new investor money to pay old investors  their  promised
     profits,  and misappropriating millions of dollars of investor funds  in
     the process.

     Dowdell  admitted to the fraud in a Consent and Stipulation he filed  in
     June 2002, and in December 2002, Dowdell pled guilty to criminal charges
     of  securities fraud, wire fraud and money laundering.  He is  scheduled
     to be sentenced on May 5, 2003.

     The  Court's  commitment  order against Dowdell  stemmed  from  a  civil
     contempt motion brought by the law firm of DurretteBradshaw, PLC,  which
     had  previously been appointed as Receiver over all of Dowdell's assets.
     The  motion  arose from the Commission's discovery that, notwithstanding
     the  existence of an asset freeze covering all investor assets that  had
     been  invested in the Vavasseur Program, Dowdell, through Shinder Gangar
     and  Alan White, two of Dowdell's associates in Europe, caused in excess
     of  $850,000  of  Vavasseur investor funds to be  repatriated  into  the
     United  States into the bank account of three associates in  California,
     Mark  Smyth,  Gregory  Smyth and Jack Dempsey,  who  in  turn  dispersed
     approximately  $450,000 of this amount, at Dowdell's  instructions,  for
     the  benefit  of Dowdell and his family members.  Dowdell's repatriation
     and  dissipation of investor funds occurred during a period of  time  in
     which  Dowdell claimed to be cooperating with federal criminal and civil
     authorities.

     At  a  hearing conducted by the Court on Feb. 5, 2002 in connection with
     the  contempt motion, Dowdell filed a consent and stipulation  admitting
     to  virtually all of the Receiver's allegations.  When examined  by  the
     Commission about such matters as the current location of investor  funds
     and  the  possibility of additional, unlawful post-freeze  transfers  of
     funds,  Dowdell asserted his Fifth Amendment privilege, but  nonetheless
     asserted that he had no current access to Vavasseur investor funds.
     
     In  the March 4 Order requiring Dowdell's incarceration, the Court found
     that  "Dowdell has continuously played marbles on the coattails  of  the
     court.   There can be no reasonable assurances by Dowdell at  this  time
     that  he  will not continue to violate this court's orders if given  the
     opportunity  or  that  he is unable to purge his  contempt.   Similarly,
     Dowdell's assertion that he is no longer has access to funds is rendered
     hollow by his demonstrated prior access to funds."
     
     Citing  to  United States v. Rylander, 1983 Supreme Court decision,  the
     Court reasoned that Dowdell could not assert inability to comply with  a
     court  order while at the same time refusing to answer further questions
     on  the issue through invocation of the Fifth Amendment privilege.   The
     Court  found  that Dowdell, by asserting his Fifth Amendment  privilege,
     had  waived any argument he may have as to inability to comply with  the
     court's  repatriation  and freeze orders, or to  purge  himself  of  the
     contempt.

     The  Court ordered that Dowdell be incarcerated until such time that  he
     fully  and  completely purges himself of contempt  by  repatriating  and
     disgorging  all Vavasseur funds and by telling the SEC and the  Receiver
     where  all  Vavasseur's  funds are located and how  such  funds  may  be
     obtained by the Receiver.
     
     In  addition  to finding Dowdell in contempt, the Court, in  a  separate
     ruling  entered on Feb. 12, 2003, found Mark Smyth and Gregory Smyth  in
     civil contempt for their role in the secret repatriation and dissipation
     of the $850,000, and subsequently, in an order entered on Feb. 27, 2003,
     entered judgment against them for the sum of $785, 000, plus prejudgment
     interest.
     
     Additional  information  on  how prime bank  and  other  banking-related
     investment  schemes  work can be found at the  SEC's  Prime  Bank  Fraud
     Information                                                       Center
     (http://www.sec.gov/divisions/enforce/primebank.shtml)      in       the
     enforcement section of the SEC's Web site.  [SEC v. Terry L. Dowdell, et
     al.,  Civil  Action No. 3:01CV00116, WDVA, James H. Michael,  Jr.]  (LR-
     18029)
     
SEC  CHARGES  TWO  ENRON EXECUTIVES WITH FRAUD RELATING TO ENRON'S  BROADBAND
SUBSIDIARY
                                      
Former CFO Kevin A. Howard, Former Senior Director of Accounting Michael W.
Krautz
Charged with Violating Federal Securities Laws

     The Commission today charged Kevin A. Howard, the former chief financial
     officer,  and Michael W. Krautz, a former senior director of accounting,
     of  Enron  Broadband Services Inc. (EBS) with violating  the  antifraud,
     periodic  reporting, books and records, and internal controls provisions
     of  the  federal  securities laws. EBS is a wholly owned  subsidiary  of
     Enron Corp.
     
     The complaint, filed in U.S. District Court for the Southern District of
     Texas, alleges that defendants Howard and Krautz engaged in a scheme  to
     overstate  the  reported earnings of Enron, and its EBS  subsidiary,  by
     $111 million during the fourth quarter of 2000 and the first quarter  of
     2001.   The scheme, known as "Project Braveheart," involved a sham  sale
     of  certain assets to accelerate recognition of income from a  long-term
     agreement    to   develop   and   provide   video-on-demand    services.
     Conceptually,  defendants  sought to sell  an  interest  in  the  future
     revenues associated with this agreement for purposes of immediate income
     recognition.  As alleged in the complaint, Project Braveheart was a sham
     from  its inception:  the transaction had no economic substance and  was
     created solely for the purpose of generating income.
          
     The  Commission's  complaint alleges that defendants Howard  and  Krautz
     carried  out the scheme by forming a purported joint venture,  assigning
     the agreement to the joint venture, and selling an interest in the joint
     venture to a third-party financial institution.  The entity enlisted  by
     defendants Howard and Krautz to form the joint venture was a partner  in
     name  only  and was never intended to participate in the joint  venture.
     The  equity stake of this joint venture partner was not at risk  because
     Enron guaranteed the entity a short-term take-out at a specified rate of
     return.  The financial institution to which Enron sold a portion of  its
     interest  in  the  joint venture also did not have  equity  at  risk  as
     required, having been guaranteed against loss by Enron.  As a result  of
     Project  Braveheart, Enron overstated its reported net  income  for  the
     year 2000 by $53 million and for first quarter 2001 by $58 million.
     
     The  Commission alleges that as a result of the conduct described above,
     that  Howard and Krautz violated the antifraud provisions of the federal
     securities laws, Section 17(a) of the Securities Act of 1933 and Section
     10(b)  of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder;
     falsified Enron's book and records, Section 13(b)(5) of the Exchange Act
     and  Exchange Act Rule 13b2-1; aided and abetted Enron's filing of false
     and misleading quarterly reports, Sections 13(a) of the Exchange Act and
     Rules 12b-20 and 13a-13 thereunder; and aided and abetted Enron's  books
     and   records  and  internal  accounting  control  violations,  Sections
     13(b)(2)(A)  and  13(b)(2)(B) of the Exchange Act.   The  Commission  is
     seeking  disgorgement  of  ill-gotten gains, civil  money  penalties,  a
     permanent  bar  from acting as a director or officer of a publicly  held
     company,  and  an injunction against future violations  of  the  federal
     securities laws.
     
     The  Commission  brought this action in coordination  with  the  Justice
     Department's  Enron  Task  Force, which  today  filed  related  criminal
     charges against Howard and Krautz.
     
     The  Commission's investigation is continuing.  [SEC v. Kevin A.  Howard
     and  Michael W. Krautz, Civil Action No. H-03-0905 (Harmon)  SDTX]  (LR-
     18030; AAE Rel. 1738)
     
SEC OBTAINS TEMPORARY RESTRAINING ORDER FREEZING ASSETS OF U.S. TECHNOLOGIES
INC. AND C. GREGORY EARLS
     
     On  March  11,  the  U.S. District Court for the  District  of  Columbia
     granted  the Commission's ex parte application to freeze the  assets  of
     U.S.  Technologies, Inc. and C. Gregory Earls, the two defendants  in  a
     securities  fraud  case  the Commission filed on  Dec.  19,  2002.   The
     Court's  order,  among  other  things,  prohibits  UST  and  Earls  from
     disposing  or  transferring their assets pending further  order  of  the
     Court,   orders  them  to  provide  accountings  of  their  assets   and
     liabilities,  prohibits  them from destroying  relevant  documents,  and
     orders them to appear before the Court on March 25, 2003, to show  cause
     why these safeguards should not be extended until final adjudication  of
     the  case on the merits and why the Court should not appoint a corporate
     monitor  to review and approve UST's future disbursements and  corporate
     actions.
          
     The  Commission's  complaint in the case alleges  that  from  June  1998
     through  August 2002, Earls misappropriated approximately $13.8  million
     from  investors  who believed they were giving Earls money  to  purchase
     preferred  stock  and warrants from UST.  The complaint further  charges
     that  Earls  and UST made numerous materially misleading statements  and
     omissions  to  cover  up  Earls' misdeeds.  The  Commission's  complaint
     charges  UST with violating Section 17(a) of the Securities Act of  1933
     (Securities Act), Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of
     the  Securities  Exchange Act of 1934 (Exchange Act), and  Exchange  Act
     Rules  10b-5, 12b-20, 13a-1, 13a-11, and 13a-13.  It charges Earls  with
     violating Securities Act Section 17(a), Exchange Act Sections 10(b)  and
     13(b)(5),  and Exchange Act Rules 10b-5 and 13b2-1.  The complaint  also
     charges Earls with aiding and abetting UST's violations of Exchange  Act
     Sections  10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(b), and  Exchange  Act
     Rules  10b-5,  12b-20,  13a-1, 13a-11, and 13a-13.   The  Commission  is
     asking  the Court to enjoin both defendants from violating the  relevant
     provisions  of the federal securities laws, to order Earls  to  disgorge
     his  ill-gotten  gains and pay a civil penalty, and to  bar  Earls  from
     serving as an officer or director of any public company.
     
     In a related criminal proceeding, Earls has been charged with securities
     fraud, mail fraud, and wire fraud (U.S.  v. C. Gregory Earls, No. 02-MAG-
     531, SDNY).  That case is being prosecuted by the U.S. Attorney's Office
     for  the  Southern  District of New York.  At the request  of  the  U.S.
     Attorney's office, the Court has ordered a limited stay of discovery  in
     the  SEC's case.  [SEC v. U.S. Technologies, Inc. and C. Gregory  Earls,
     No. 1:02CV02495 (Robertson, J.) D.D.C.] (LR-18031; AAE Rel. 1739)
     

SELF-REGULATORY ORGANIZATIONS


APPROVAL OF PROPOSED RULE CHANGE

     The  Commission  approved a proposed rule change  (SR-Amex-2002-48)  and
     Amendment  No.  1  thereto  submitted by  the  American  Stock  Exchange
     relating   to   its   marketing  performance  standards   for   exchange
     specialists.   Publication of the proposal is expected  in  the  Federal
     Register during the week of March 10.  (Rel. 34-47472)

IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES

     A   proposed  rule  change  (SR-NASD-2003-27)  filed  by  the   National
     Association  of  Securities Dealers, through its subsidiary  The  Nasdaq
     Stock  Market, Inc., to establish two enterprise license pilot  programs
     regarding  the fees assessed upon distributors of Nasdaq ViewSuite  data
     products  has  become  effective  under  Section  19(b)(3)(A)   of   the
     Securities  Exchange  Act  of  1934.  Publication  of  the  proposal  is
     expected in the Federal Register during the week of March 10.  (Rel. 34-
     47477)

     A   proposed  rule  change  (SR-NASD-2003-28)  filed  by  the   National
     Association  of  Securities Dealers, through its subsidiary  The  Nasdaq
     Stock   Market,  Inc.,  establishing  a  thirty-day  waiver  of  certain
     ViewSuite data services fees assessed under NASD Rule 7010(q) has become
     effective  under Section 19(b)(3)(A) of the Securities Exchange  Act  of
     1934.   Publication of the proposal is expected in the Federal  Register
     during the week of March 10.  (Rel. 34-47478)

     A  proposed  rule change filed by the National Association of Securities
     Dealers   regarding  the  Automated  Confirmation  Transaction   Service
     Workstation   (SR-NASD-2003-29)  has  become  effective  under   Section
     19(b)(3)(A) of the Securities Exchange Act of 1934.  Publication of  the
     proposal  is expected in the Federal Register during the week  of  March
     10.  (Rel. 34-47481)

     A  proposed  rule  change (SR-NASD-2003-34) submitted  by  the  National
     Association  of Securities Dealers, through its subsidiary,  the  Nasdaq
     Stock Market, Inc., relating to the bid price test in the Nasdaq listing
     standards has become immediately effective.  (Rel. 34-47482)

WITHDRAWAL SOUGHT

     A  notice has been issued giving interested persons until April 3, 2003,
     to comment on the application of Koppers Inc. (formerly known as Koppers
     Industries,  Inc.) to withdraw its 9-7/8% Senior Notes (due  2007)  from
     listing  and  registration on the New York Stock  Exchange.   (Rel.  34-
     47485)

     
SECURITIES ACT REGISTRATIONS
     

     The following registration statements have been filed with the SEC under
     the  Securities  Act  of  1933.   The reported  information  appears  as
     follows:   Form,  Name, Address and Phone Number (if available)  of  the
     issuer  of the security; Title and the number and/or face amount of  the
     securities being offered; Name of the managing underwriter or  depositor
     (if  applicable);  File number and date filed; Assigned  Branch;  and  a
     designation if the statement is a New Issue.

     Registration statements may be obtained in person or by writing  to  the
     Commission's  Public  Reference  Branch  at  450  Fifth  Street,   N.W.,
     Washington,  D.C.  20549  or  at  the  following  e-mail  box   address:
     <publicinfo@sec.gov>.  In most cases, this information is also available
     on the Commission's website: <www.sec.gov>.

     

S-8     BIOANALYTICAL SYSTEMS INC, 2701 KENT AVE, WEST LAFAYETT, IN,
        47906-1382, 3174634527 - 300,000 ($897,000.00) Equity,
        (File 333-103717 - Mar. 11) (BR. 01)

S-8     QUINTEK TECHNOLOGIES INC, 537 CONSTITUTION AVE, STE B, CAMARILLO, CA,
        93012, 8003826874 - 4,900,000 ($63.95) Equity, (File 333-103718 -
        Mar. 11) (BR. 08)

S-3     CAREER EDUCATION CORP, 2895 GREENSPOINT, SUITE 600, HOFFMAN ESTATES,
        IL, 60195, 8477813600 -
        0 ($300,000,000.00) Unallocated (Universal) Shelf, (File 333-103719 -
        Mar. 11) (BR. 08)

S-8     EQUITEX INC, 7315 E PEAKVIEW AVE, GREENWOOD EXECUTIVE PARK BLDG 8,
        ENGLEWOOD, CO, 80111, 3037968940 - 380,715 ($300,675.00) Equity,
        (File 333-103720 - Mar. 11) (BR. 07)

S-3     CALIFORNIA WATER SERVICE GROUP, 1720 N FIRST ST,
        C/O CALIFORNIA WATER SERVICE CO, SAN JOSE, CA, 95112, 4083678200 -
        1,000,000 ($120,000,000.00) Equity, (File 333-103721 - Mar. 11) (BR. 02)

S-8     EMC INSURANCE GROUP INC, 717 MULBERRY ST, DES MOINES, IA, 50309,
        5152802902 - 500,000 ($8,685,000.00) Equity, (File 333-103722 -
        Mar. 11) (BR. 01)

S-8     FORTUNE BRANDS INC, 300 TOWER PARKWAY, LINCOLNSHIRE, IL, 60069,
        2036985000 - 5,000,000 ($207,050,000.00) Equity, (File 333-103734 -
        Mar. 11) (BR. 06)

S-8     FORTUNE BRANDS INC, 300 TOWER PARKWAY, LINCOLNSHIRE, IL, 60069,
        2036985000 - 200,000 ($8,282,000.00) Equity, (File 333-103735 -
        Mar. 11) (BR. 06)

S-8     FORTUNE BRANDS INC, 300 TOWER PARKWAY, LINCOLNSHIRE, IL, 60069,
        2036985000 - 250,000 ($10,352,500.00) Equity, (File 333-103736 -
        Mar. 11) (BR. 06)

S-8     ABSOLUTE GLASS PROTECTION INC, 1250 SOUTH BURNHAM, #212, LAS VEGAS, NV,
        89104, 702-384-0667 - 500,000 ($260,000.00) Equity, (File 333-103737 -
        Mar. 11) (BR. 05)

S-8     TTTTICKETS HOLDING CORP, 178 VILLA PARK DR, LEWISVILLE, TX, 75067,
        9722330300 - 13,000,000 ($32,500.00) Equity, (File 333-103738 -
        Mar. 11) (BR. 06)

S-B     URUGUAY REPUBLIC OF, 2021 L STREET N W, SUITE 201, WASHINGTON, DC,
        20036, 0 ($3,000,000,000.00) Non-Convertible Debt, (File 333-103739 -
        Mar. 11) (BR. )

S-8     METASOLV INC, 5560 TENNYSON PKWY, PLANO, TX, 75024, 9724038300 -
        375,932 ($466,156.00) Equity, (File 333-103740 - Mar. 11) (BR. 03)

S-8     FIRST BANCORP /NC/, 341 NORTH MAIN ST, PO BOX 508, TROY, NC,
        27371-0508, 9105766171 - 0 ($325,000.00) Equity, (File 333-103741 -
        Mar. 11) (BR. 07)

S-8     METASOLV INC, 5560 TENNYSON PKWY, PLANO, TX, 75024, 9724038300 -
        1,879,660 ($2,330,778.00) Equity, (File 333-103742 - Mar. 11) (BR. 03)

S-4     UNITED RENTALS NORTH AMERICA INC, FIVE GREENWICH OFFICE PARK,
        GREENWICH, CT, 06830, 2036223131 -
        0 ($210,000,000.00) Non-Convertible Debt, (File 333-103744 - Mar. 11)
        (BR. 06)

N-2     BLACKROCK PREFERRED OPPORTUNITY TRUST, 40 EAST 52ND STREET, NEW YORK,
        NY, 10022, 2127545300 - 40 ($1,000,000.00) Equity, (File 333-103745 -
        Mar. 11) (BR. 22)

SB-2    INNOVATIVE DESIGNS INC, 223 NORTH MAIN STREET, SUITE 1, PITTSBURG, PA,
        15215, 4127990350 - 1,515,075 ($3,181,657.50) Equity,
        (File 333-103746 - Mar. 11) (BR. )

SB-2    FAMILY ROOM ENTERTAINMENT CORP, 1041 NORTH FORMOSA AVENUE,
        MARY PICKFORD BUILDING SUITE 101, LOS ANGELES, CA, 90046, 3238502800 -
        21,583,333 ($10,002,500.00) Equity, (File 333-103747 - Mar. 11) (BR. 04)

S-8     HUNT J B TRANSPORT SERVICES INC, 615 JB HUNT CORPORATE DR, LOWELL, AR,
        72745, 5018200000 - 0 ($28,824,000.00) Equity, (File 333-103748 -
        Mar. 11) (BR. 05)

S-4     MAINE & MARITIMES CORP, 209 STATE ST., PO BOX 1209, PRESQUE ISLE, ME,
        04769-1209, 2077685811 - 0 ($40,869,399.00) Equity, (File 333-103749 -
        Mar. 11) (BR. )

S-4     INTERNATIONAL PAPER CO /NEW/, 400 ATLANTIC STREET, STAMFORD, CT, 06921,
        203-541-8000 - 1,200,000,000 ($1,299,960,000.00) Other,
        (File 333-103750 - Mar. 11) (BR. 04)

S-8     TITAN CORP, 3033 SCIENCE PARK RD, SAN DIEGO, CA, 92121, 8585529500 -
        0 ($95,918,596.00) Equity, (File 333-103751 - Mar. 11) (BR. 03)

S-8     L 3 COMMUNICATIONS HOLDINGS INC, 600 THIRD AVENUE, 34TH FLOOR,
        NEW YORK, NY, 10016, 2126971111 - 5,000,000 ($176,050,000.00) Equity,
        (File 333-103752 - Mar. 11) (BR. 37)

S-8     TIMKEN CO, 1835 DUEBER AVE SW, CANTON, OH, 44706-2798, 3304713078 -
        2,000,000 ($31,280,000.00) Equity, (File 333-103753 - Mar. 11) (BR. 06)

S-8     TIMKEN CO, 1835 DUEBER AVE SW, CANTON, OH, 44706-2798, 3304713078 -
        100,000 ($1,564,000.00) Equity, (File 333-103754 - Mar. 11) (BR. 06)

S-3     AVALONBAY COMMUNITIES INC, 2900 EISENHOWER AVENUE, SUITE 300,
        ALEXANDRIA, VA, 22314, 7033296300 -
        0 ($750,000,000.00) Debt Convertible into Equity, (File 333-103755 -
        Mar. 11) (BR. 08)

S-8     DEERE & CO, ONE JOHN DEERE PLACE, MOLINE, IL, 61265-8098,
        (309) 765-5688 - 9,020,416 ($361,493,171.20) Equity, (File 333-103757 -
        Mar. 11) (BR. 36)
     

RECENT 8K FILINGS



Form 8-K is used by companies to file current reports on the following events:

    Item 1.  Changes in Control of Registrant.
    Item 2.  Acquisition or Disposition of Assets.
    Item 3.  Bankruptcy or Receivership.
    Item 4.  Changes in Registrant's Certifying Accountant.
    Item 5.  Other Materially Important Events.
    Item 6.  Resignations of Registrant's Directors.
    Item 7.  Financial Statements and Exhibits.
    Item 8.  Change in Fiscal Year.
    Item 9.  Regulation FD Disclosure.

The  following companies have filed 8-K reports for the date indicated and/or
amendments to 8-K reports previously filed, responding to the item(s) of  the
form  specified.  8-K reports may be obtained in person or by writing to  the
Commission's  Public Reference Branch at 450 Fifth Street, N.W.,  Washington,
D.C. 20549 or at the following e-mail box address:  <publicinfo@sec.gov>.  In
most  cases, this information is also available on the Commission's  website:
<www.sec.gov>.




                                       STATE     8K ITEM NO.
NAME OF ISSUER                         CODE   1 2 3 4 5 6 7 8 9     DATE  COMMENT
----------------------------------------------------------------------------------
ADIRONDACK PURE SPRINGS MT WATER CO I   NY          X     X       02/24/03

ALLIANCE CAPITAL MANAGEMENT HOLDING L   DE                X   X   03/10/03

ALLIANCE CAPITAL MANAGEMENT L P         DE                X   X   03/10/03

ALLIANCE DATA SYSTEMS CORP              DE            X           03/10/03

ALMOST FAMILY INC                       DE            X           12/31/03

ALPINE GROUP INC /DE/                   DE            X   X       03/11/03

AMERIVISION COMMUNICATIONS INC                                X   02/07/03

APPLIANCE RECYCLING CENTERS OF AMERIC   MN            X   X       03/06/03

ARIAD PHARMACEUTICALS INC               DE            X   X       03/11/03

ARRIS GROUP INC                         DE            X   X       03/11/03

AZZ INC                                 TX            X   X       03/07/03

BANK OF AMERICA MORT SEC INC MORT PAS   DE            X   X       05/23/02

BLOUNT INTERNATIONAL INC                DE            X   X       03/11/03

BRISTOL MYERS SQUIBB CO                 DE            X   X       03/10/03

C BASS MORTGAGE LOAN ASSET BACKED CER   DE            X   X       11/25/02  AMEND

C BASS MORTGAGE LOAN ASSET BACKED CER   DE            X   X       12/25/02  AMEND

C BASS MORTGAGE LOAN ASSET BACKED CER   DE            X   X       11/25/02  AMEND

C BASS MORTGAGE LOAN ASSET BACKED CER   DE            X   X       12/25/02  AMEND

CANYON RESOURCES CORP                   DE            X   X       03/05/03

CAPITAL GOLD CORP                       NV            X   X       03/11/03

CHORDIANT SOFTWARE INC                  DE            X           03/11/03

CHUBB CORP                              NJ                X   X   03/11/03

COMPUTER MOTION INC                     DE            X   X       03/07/03

CONSTELLATION BRANDS INC                DE                    X   03/11/03

COPART INC                              CA            X   X       03/10/03

CORTS TRUST FOR THE DOW CHEMICAL CO D   DE                X       03/11/03

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       03/25/02  AMEND

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       03/25/02  AMEND

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       03/25/02  AMEND

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       03/25/02  AMEND

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       03/25/02  AMEND

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       03/25/02  AMEND

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       03/25/02  AMEND

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       03/25/02  AMEND

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       03/25/02  AMEND

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       03/25/02  AMEND

CWABS INC                               DE            X   X       03/11/03

DENBURY RESOURCES INC                   DE            X           03/06/03

DIGITAL ANGEL CORP                      DE            X   X       03/06/03

DONLAR CORP                             IL            X           03/06/03

DRESS BARN INC                          CT                X   X   03/11/03

E TRADE GROUP INC                       DE                X       03/11/03

EAGLE FOOD CENTERS INC                  DE                X       03/07/03

EPIX MEDICAL INC                                      X   X       03/07/03

EQUINE NUTRACEUTICALS INC               NV          X     X       03/03/03

ESTERLINE TECHNOLOGIES CORP             DE            X           03/05/03

EVOLVING SYSTEMS INC                    DE                    X   03/06/03

FANSTEEL INC                            DE                    X   01/31/03

FAO INC                                 CA            X   X       01/31/03  AMEND

FIFTH THIRD BANCORP                     OH                X   X   03/11/03

FINET COM INC                           DE            X           03/11/03

FIRSTENERGY CORP                        OH            X   X       03/11/03

FISHER SCIENTIFIC INTERNATIONAL INC     DE                    X   03/07/03

FOREST OIL CORP                         NY            X           02/26/03

FOSTER WHEELER LTD                      D0            X   X   X   03/10/03

FREEMARKETS INC                         DE            X   X       03/07/03

FROZEN FOOD EXPRESS INDUSTRIES INC      TX            X           03/10/03

GEMSTAR TV GUIDE INTERNATIONAL INC      DE            X   X       03/10/03

GENCORP INC                             OH            X   X       03/10/03

GENERAL MARITIME CORP/                                        X   03/11/03

GIANT INDUSTRIES INC                    DE            X           03/11/03

GILLETTE CO                             DE            X   X       03/11/03

GLOBAL TELEDATA CORP                    NV    X                   02/25/03

GOLDEN TELECOM INC                      DE            X   X       03/06/03

GOODRICH CORP                           NY                    X   03/10/03

GS MORTGAGE SECURITIES CORP             DE            X           03/07/03

HEALTH SCIENCES GROUP INC               CO      X         X       02/25/03

HOME EQUITY ASSET TRUST 2002-2          DE            X   X       08/25/02  AMEND

HOME EQUITY ASSET TRUST 2002-3          DE            X   X       12/25/02  AMEND

IMPAC CMB TRUST COLLATERLIZED AB BOND   DE                X       03/11/03

INCO LTD                                              X           03/11/03

INCOME GROWTH PARTNERS LTD X            CA          X             12/10/02

INFOSPACE INC                           DE            X   X       03/10/03

INSILCO HOLDING CO                      DE        X       X       03/10/03

INTERCARE COM DX INC                                  X       X   03/11/03

INTERLEUKIN GENETICS INC                DE    X       X   X       03/05/03  AMEND

INTERPUBLIC GROUP OF COMPANIES INC      DE            X   X       03/11/03

INTRUSION INC                           DE          X     X       03/11/03

ISCO INTERNATIONAL INC                  DE            X   X       03/11/03

IVIDEONOW INC                           DE    X X     X   X       03/03/03

KEY COMPONENTS LLC                      DE                    X   03/06/03

KFX INC                                 DE          X X   X       03/10/03

KING PHARMACEUTICALS INC                TN            X   X       03/11/03

KROGER CO                               OH            X   X   X   03/11/03

LABARGE INC                             DE                    X   03/10/03

LAKES ENTERTAINMENT INC                 MN            X   X       03/10/03

LANCER CORP /TX/                        TX            X   X       03/10/03

LENDINGTREE INC                                       X   X       03/11/03

LOMBARDIA ACQUISITION CORP              DE    X           X       02/24/03

LONG BEACH ACCEPTANCE CORP                            X   X       03/03/03  AMEND

MADISON RIVER CAPITAL LLC               DE            X   X       03/07/03

MARSHALL & ILSLEY CORP/WI/              WI            X   X       03/11/03

MATRIX SERVICE CO                       DE                X   X   03/11/03

MELLON RESIDENTIAL FUNDING CORP MOR P   DE            X   X       11/16/02

MERGE TECHNOLOGIES INC                  WI      X                 06/28/02  AMEND

MERIDIAN HOLDINGS INC                   CO            X       X   03/11/03

MERRILL LYNCH MORTGAGE INVESTORS INC    DE            X   X       02/07/03

MEVC DRAPER FISHER JURVETSON FUND I I   DE            X           03/11/03

MFA MORTGAGE INVESTMENTS                MD            X   X       03/11/03

MICROFINANCIAL INC                      MA            X   X       03/10/03

MICRON ENVIRO SYSTEMS INC               NV            X           03/11/03

MINERALS TECHNOLOGIES INC               DE                    X   03/10/03

MONEY STORE ASSET BACKED CERTIFICATES                 X   X       02/18/03

MONEY STORE HOME EQUITY LOAN TRUST 19   NJ            X   X       02/18/03

MONEY STORE HOME IMPROVEMENT LOAN BAC                 X   X       02/18/03

MONEY STORE RESIDENTIAL TRUST 1998-I    NJ            X   X       02/18/03

MONEY STORE TRUST 1998 C                              X   X       02/18/03

MORGAN STANLEY DEAN WITTER CAPITAL I    DE            X   X       03/11/03

NEORX CORP                              WA            X   X       03/11/03

NICOR INC                               IL                X   X   03/11/03

NN INC                                  DE            X   X       03/11/03

NORTHERN TRUST CORP                     DE            X   X       03/11/03

ORTHOVITA INC                                         X   X       02/19/03

PACIFIC VEGAS GLOBAL STRATEGIES INC     CO    X X   X     X       03/11/03

PCS RESEARCH TECHNOLOGY  INC            DE            X           03/07/03

PEOPLES BANCORP INC                     OH            X           03/11/03

PHOTOELECTRON CORP                      MA            X   X       03/06/03

PLANVISTA CORP                          DE            X   X       03/10/03

PORT FINANCIAL CORP                     MA            X   X       03/05/03

PRIMA ENERGY CORP                       DE            X   X       03/10/03

PROLONG INTERNATIONAL CORP              NV            X   X       02/26/03

QUIPP INC                               FL      X         X       03/06/03

RCN CORP /DE/                           DE            X   X       03/11/03

REFOCUS GROUP INC                       TX            X   X       03/06/03

REGENT COMMUNICATIONS INC               DE      X         X       02/25/03

REMINGTON PRODUCTS CO LLC               DE            X           02/27/02

RESIDENTIAL ASSET MORT PROD GMACM MOR                 X   X       03/25/02  AMEND

RESIDENTIAL ASSET MORT PROD GMACM MOR                 X   X       04/25/02  AMEND

RESIDENTIAL ASSET MORT PROD GMACM MOR                 X   X       05/25/02  AMEND

RESIDENTIAL ASSET MORT PROD GMACM MOR                 X   X       06/25/02  AMEND

RESIDENTIAL ASSET MORT PROD GMACM MOR                 X   X       07/25/02  AMEND

RESIDENTIAL ASSET MORT PROD GMACM MOR                 X   X       08/25/02  AMEND

RESIDENTIAL ASSET MORT PROD GMACM MOR                 X   X       09/25/02  AMEND

RESIDENTIAL ASSET MORTGAGE PRODUCTS I   DE            X   X       03/11/03

RESIDENTIAL ASSET MORTGAGE PRODUCTS I   DE            X   X       03/11/03

RESIDENTIAL FUNDING MORTGAGE SECURITI   DE            X   X       03/11/03

RICA FOODS INC                          NV            X           02/21/03

RIVOLI BANCORP INC                      GA            X           03/10/03

RP ENTERTAINMENT INC                    NV    X X     X X X       02/25/03

SABRE HOLDINGS CORP                     DE                    X   03/11/03

SCORES HOLDING CO INC                   UT            X   X       02/25/03

SEABULK INTERNATIONAL INC               DE            X           03/10/03

SENIOR SUBORDINATE PASS THROUGH CERT    TN            X   X       02/26/03

SERACARE LIFE SCIENCES INC                            X   X       03/10/03

SHERWIN WILLIAMS CO                     OH            X   X       03/10/03

SHIPROCK INC                            NV          X     X       02/18/03

SMARTIRE SYSTEMS INC                                  X           03/11/03

SOLUTIA INC                             DE                    X   12/20/02

SOURCECORP INC                          DE            X   X       03/10/03

SPIEGEL INC                             DE            X           03/11/03

STEWART ENTERPRISES INC                 LA            X       X   03/11/03

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       01/25/01

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       02/26/01

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       03/26/01

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       04/25/01

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       05/25/01

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       06/25/01

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       07/25/01

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       08/27/01

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       09/25/01

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       10/25/01

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       11/26/01

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       12/26/01

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       01/25/02

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       02/25/02

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       03/25/02

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       04/25/02

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       05/28/02

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       06/25/02

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       07/25/02

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       08/26/02

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       09/25/02

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       10/25/02

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       11/25/02

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       12/26/02

STRUCTURED PRODUCTS CORP                DE            X   X       03/11/03

SYLVAN LEARNING SYSTEMS INC             MD      X     X   X       03/11/03

T MOBILE USA                            DE                X   X   03/10/03

TAYLOR ANN STORES CORP                  DE            X   X       03/11/03

TEXAS REGIONAL BANCSHARES INC           TX            X   X       03/11/03

TIMKEN CO                               OH                    X   03/11/03

TMS MORTGAGE INC                        NJ            X   X       02/18/03

TMS MORTGAGE INC                        NJ            X   X       02/18/03

TRANSTECHNOLOGY CORP                    DE      X         X       02/24/03

TRUMP HOTELS & CASINO RESORTS INC       DE            X           03/11/03

TRUMPS CASTLE FUNDING INC               NJ            X           03/11/03

UNION ELECTRIC CO                       MO            X   X       03/10/03

USA VIDEO INTERACTIVE CORP              WY            X   X       03/04/03

VALLEY NATIONAL GASES INC               WV          X     X       03/07/03

VENTURES NATIONAL INC                   UT            X   X       03/10/03

VERSATA INC                             DE            X           03/07/03

VERTICALNET INC                         PA                    X   03/04/03

WESTSTAR FINANCIAL SERVICES CORP        NC            X           03/11/03

WORLD OMNI AUTO RECEIVABLES LLC         DE            X           03/11/03

YAK COMMUNICATIONS USA INC              FL            X   X       03/05/03