SEC NEWS DIGEST

Issue 2004-30                                               February 13, 2004

ENFORCEMENT PROCEEDINGS

COMMISSION CENSURES AND ORDERS H.D. VEST INVESTMENT SECURITIES, INC. TO CEASE
AND DESIST FROM UNLAWFUL MUTUAL FUND SALES PRACTICES

     On   February   12,   the   Commission  issued  an   Order   Instituting
     Administrative and Cease-and-Desist Proceedings Pursuant to  Section  8A
     of  the  Securities Act of 1933 and Sections 15(b)(4)  and  21C  of  the
     Securities Exchange Act of 1934, Making Findings, and Imposing  Remedial
     Sanctions  (Order) against H.D. Vest Investment Securities, Inc.  (Vest)
     for  firm-wide violations relating to its sales of Class A and  Class  B
     mutual fund shares.  The Commission simultaneously accepted an offer  of
     settlement from Vest in which it consents, without admitting or  denying
     the  Commission's findings, to an Order that it shall cease  and  desist
     from  committing or causing any violations and any future violations  of
     Section 17(a)(2) of the Securities Act of 1933 and Rule 10b-10 under the
     Securities Exchange Act of 1934.
     
     In  the  Order, the Commission finds that Vest failed to deliver  mutual
     fund  breakpoint  discounts to certain customers on  sales  of  Class  A
     mutual  fund shares.  Breakpoint discounts are volume discounts  applied
     to  the  front-end load charged to investors who purchase Class A mutual
     fund  shares.   The extent of the discount depends upon the  amount  the
     customer invested in a particular mutual fund family.  According to data
     Vest submitted to NASD, Vest is estimated to have failed to give certain
     customers  breakpoint discounts totaling approximately  $725,216  during
     2001  and  2002.  The Order also finds that Vest failed to make adequate
     disclosure  to  customers in connection with its sales of large  amounts
     ($100,000  or  greater) of Class B mutual fund shares.   In recommending
     that  certain customers purchase these shares, Vest failed to adequately
     disclose that an equivalent investment in Class A shares could  yield  a
     higher return as a result of applicable breakpoint discounts and reduced
     ongoing expenses.
     
     Based on the foregoing conduct, the Order censures and requires Vest  to
     pay a $725,216 civil penalty based on the estimated amount of breakpoint
     overcharges,  and a $691,812 civil penalty based on its excess  Class  B
     share  commissions.   Vest has agreed to compensate the  Class  A  share
     customers  for  the overcharges as part of a companion  settlement  with
     NASD, and to undertake other remedial measures.  The Order also requires
     Vest  to  comply  with  certain undertakings, including:  (1)  providing
     heightened  disclosures  to  its  customers  regarding  the  differences
     between  share  classes; (2) for those customers  that  bought  Class  B
     shares  in  amounts  of  $100,000 or more,  offering  to  convert  those
     customers'  Class B shares to A shares; and (3) retaining an independent
     consultant  to  conduct  a  review of, and  to  provide  recommendations
     concerning,  Vest's Class B share policies and procedures.   (Rels.  33-
     8383; 34-49226; File No. 3-11413)

FIFTEEN FIRMS TO PAY OVER $21.5  MILLION IN PENALTIES TO SETTLE  SEC AND NASD
BREAKPOINTS CHARGES

Affected Mutual Fund Customers To Receive Refunds

     On  February  12,  SEC and NASD announced enforcement  and  disciplinary
     actions  against a total of 15 firms for failure to deliver mutual  fund
     breakpoint  discounts  during 2001 and 2002.  Breakpoint  discounts  are
     volume discounts applicable to front-end sales charges on Class A mutual
     fund  shares (front-end loads).  SEC and NASD each brought cases against
     a  group  of  7 firms, and NASD separately brought actions  against  the
     other 8 firms.  The 15 firms have agreed to compensate customers for the
     overcharges, pay fines in an amount equal to their projected overcharges
     that total over $21.5 million, and undertake other corrective measures.
     The  SEC and NASD had previously determined that many investors were not
     receiving  correct breakpoint discounts on their mutual fund  purchases.
     NASD  directed securities firms to conduct an assessment of their mutual
     fund  transactions, using a statistically significant sample of the 2001
     and  2002 transactions.  The assessments showed that most firms did  not
     uniformly   deliver  appropriate  breakpoint  discounts  to   customers.
     Overall,  discounts  were not delivered in about one  of  five  eligible
     transactions (eligible transactions were certain automated  purchase  of
     Class  A shares).  The average amount of overcharge per transaction  was
     $243,  ranging  up  to  $10,000.   Based on  the  self-assessment,  NASD
     estimated that at least $86 million was owed to investors for  2001  and
     2002 alone.  NASD directed all firms to provide refunds to customers who
     were  overcharged, directed 446 firms to notify customers that they  may
     be  due  refunds and directed 174 firms to conduct a complete review  of
     individual  transactions for possible missed opportunities.   The  firms
     named  in  today's  enforcement actions fell into two categories:  those
     with  higher than average failure rates and high dollar amounts of total
     overcharges;  and  those whose failure rates were  significantly  higher
     than average.

     To  resolve  these actions, each of the 15 firms agreed  to  review  all
     front-end load mutual fund trades in excess of $2,500 conducted  between
     Jan.  1, 2001, and Nov. 3, 2003; to provide written notification of  the
     firm's  problem  delivering breakpoint discounts to  each  customer  who
     purchased front-end load mutual funds from Jan. 1, 1999, through Nov. 3,
     2003,  and advise these customers that they may be entitled to a refund;
     to  provide  refunds where appropriate; and to pay a fine equal  to  the
     amount of the firm's projected overcharges.
     The  names  of  the firms charged, fines to be paid (equal to  projected
     overcharges  to  customers), and projected rates of missed  breakpoints,
     are as follows:

     Firms settling with the SEC and NASD in separate actions:

     Wachovia Securities, LLC                     $4,844,465        28.77%
     UBS Financial Services Inc.                  $4,621,768        30.03%
     American Express Financial Advisors Inc.     $3,706,693        29.70%
     Raymond James Financial Services, Inc.       $2,595,129        31.78%
     Legg Mason Wood Walker, Inc.                 $2,315,467        34.61%
     Linsco/Private Ledger Corp.                  $2,232,805        35.64%
     H.D. Vest Investment Securities, Inc.        $  725,216        33.39%

     Firms settling with NASD only:

     Bear, Stearns & Co. Inc.                     $  280,469        52.00%
     Lehman Brothers Inc.                         $  123,882        59.96%
     Cresap, Inc.                                 $   99,458        88.48%
     SWS Financial Services                       $   66,468        89.69%
     Kirkpatrick, Pettis, Smith, Polian Inc.      $   39,935        53.56%
     Southwest Securities, Inc.                   $   36,971        89.02%
     David Lerner Associates, Inc.                $   32,711        64.88%
     Brecek & Young Advisors, Inc.                $   31,224        53.74%
     
          
     The  SEC  Orders find that the firms, by failing to disclose to  certain
     customers  that  they  were  not receiving  the  benefit  of  applicable
     breakpoint discounts, violated Section 17(a)(2) of the Securities Act of
     1933.   The NASD made findings that the firms violated NASD's  just  and
     equitable  principles  of trade rule by failing to  give  customers  the
     benefit of applicable breakpoint discounts and by failing to disclose to
     those  customers that they were not receiving the benefit of  applicable
     discounts.   In addition, the Commission charged six of the seven  firms
     (all  but Raymond James Financial Services) with failing to disclose  on
     customer confirmations the remuneration the firms received in connection
     with  the  front-end  loads,  in violation  of  Rule  10b-10  under  the
     Securities Exchange Act of 1934.  H.D. Vest also resolved charges by the
     Commission related to unsuitable sales of Class B mutual fund shares, as
     described in more detail below.   The fine imposed on Cresap,  Inc.  was
     reduced to $50,000 based on the firm's demonstrated financial condition.
          
     As described in the NASD and Commission settlements, when an investor buys
     mutual  fund  shares  with a front-end load, the sales  charge,  or  load,
     portion of the offering price is not invested in the fund, but instead  is
     paid  to  the  fund's  principal underwriter  or  distributor.   When  the
     purchase is made through a broker-dealer, the fund's principal underwriter
     or  distributor  pays a part of the front-end load amount to  the  broker-
     dealer that sold the fund shares to the investor.  Mutual funds that  sell
     shares  charging front-end loads usually offer discounts at  certain  pre-
     determined levels of investment, which are called breakpoints.   Front-end
     loads and breakpoints can vary among funds within a fund complex or across
     fund  complexes.  For example, a mutual fund might charge an investor 5.75
     percent of the sales price for purchases of less than $50,000, but  reduce
     the  sales  charge  to  4.75 percent for investments between  $50,000  and
     $99,999.   An investor can usually procure discounts on sales  charges  at
     investment levels of $50,000, $100,000, $250,000, and $500,000.  At the $1
     million  investment level, generally there is no sales charge.   Investors
     may  aggregate  purchases in one or more accounts to  reach  a  breakpoint
     threshold.
          
     The NASD and Commission Orders further state that broker-dealers that sell
     mutual fund shares to retail customers must disclose applicable breakpoint
     discount   information  to  their  customers  and  must  have   procedures
     reasonably  designed to ascertain information necessary to  determine  the
     availability and appropriate level of breakpoints.  A failure to do so can
     result not only in the customer being deprived of a benefit to which he or
     she   is   entitled,  but  also  in  the  broker-dealer   and   registered
     representative receiving increased commissions at the customer's expense.
          
     In  addition  to  finding breakpoint violations, the Commission's  settled
     Order  against H.D. Vest Investment Securities, Inc. finds that the  firm,
     in recommending that certain customers purchase large amounts ($100,000 or
     greater) of Class B mutual fund shares, failed to adequately disclose that
     an  equivalent investment in Class A shares could yield a higher return as
     a  result of applicable breakpoint discounts and reduced ongoing expenses.
     Among other things, the Order directs Vest to pay a $691,812 fine based on
     its  excess Class B share commissions, and to offer the affected customers
     the  opportunity  to convert their Class B shares to A  shares.   Further,
     Vest  agreed to retain an independent consultant to conduct a  review  of,
     and  make recommendations regarding, the firm's Class B share policies and
     procedures.   (Raymond James Financial Services, Inc. - Rel. 33-8374,  33-
     8375,  33-8376,  34-49234,  34-49235, File No. 3-11404;  American  Express
     Financial  Advisors Inc. - Rels. 33-8365, 33-8366, 33-8367, 34-49227,  34-
     49228, File No. 3-11395; UBS Financial Services Inc. - Rels. 33-8377,  34-
     49236, File No. 3-11407; Wachovia Securities, LLC - 33-8381, 33-8382,  34-
     49238, File No. 3-11410; Legg Mason Wood Walker, Inc. - Rels. 33-8368, 33-
     8369, 33-8370, 34-49230, 34-49231, File No. 3-11398; Linsco/Private Ledger
     Corp. - Rels. 33-8372, 33-8373, 34-49233, File No. 3-11401)

IN THE MATTER OF PERFORMANCE FOOD GROUP COMPANY

     On  February  13, the Commission issued an Order Instituting  Cease-and-
     Desist  Proceedings,  Making  Findings and Imposing  a  Cease-and-Desist
     Order  Pursuant to Section 21C of the Securities Exchange  Act  of  1934
     (Order) against Performance Food Group Company (PFG).   Pursuant to  its
     Offer  of  Settlement  (Offer),  which  the  Commission  accepted,   PFG
     consented  to  the entry of the Order without admitting or  denying  the
     findings  contained  therein.  In accepting this Offer,  the  Commission
     considered  remedial  acts promptly undertaken by  PFG  and  cooperation
     afforded the Commission staff.

     The  Order  finds that, as part of its obligations as a public reporting
     company, PFG files annual reports on Form 10-K and quarterly reports  on
     Form  10-Q.   On March 11, 2002, after the market closed, PFG  announced
     that it had identified accounting errors in the financial statements  of
     its  subsidiary AFI Foodservice Distributor, Inc. (AFI).  PFG  initially
     reported that the errors resulted in an overstatement of its net  income
     by  $4 million to $5 million during 2000 and 2001.  After conducting  an
     internal investigation, PFG learned it had overstated the company's  net
     income by a total of $3.9 million during 2000 and 2001.  As a result  of
     these  errors, PFG filed materially inaccurate financial information  in
     its  Forms 10-Q for the second and third quarters of 2000 and the  first
     and third quarters of 2001.

     The company's inaccurate filings resulted primarily from the actions  of
     AFI's  former  executive vice-president and one-time  controller.   This
     individual  caused  repeated  errors  in  AFI's  accounting  system   by
     recklessly  failing  to perform reconciliations and  making  unwarranted
     adjusting entries to force various accounts to balance.  These  entries,
     in  turn,  resulted  in PFG's materially inaccurate Commission  filings.
     PFG also contributed to the problem by, among other things, delaying the
     implementation of an updated accounting system.

     After identifying the problems, PFG restated its results for all of 2000
     and  corrected its quarterly results for 2001 in its Form 10-K  for  the
     fiscal year ended December 31, 2001.  PFG also re-issued its Forms  10-Q
     for  2001.   In addition, the company terminated the employment  of  the
     executive  vice-president;  implemented an updated,  uniform  accounting
     system,  and  improved its internal controls by imposing  more  rigorous
     procedures and hiring additional internal auditors.

     On  the  basis  of its findings and PFG's Offer, the Commission  ordered
     that PFG cease and desist from committing or causing any violations  and
     any  future  violations  of reporting, books and  records  and  internal
     control  provisions  of  the federal securities  laws  (Sections  13(a),
     13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-
     13 thereunder).  (Rels. 34-49243; AAE Rel. 1957; File No. 3-11396)

IN THE MATTER OF GREGG BECKER

     An  Administrative  Law Judge has issued an Order  Making  Findings  and
     Imposing Remedial Sanctions by Default (Default Order) in the matter  of
     Gregg Becker.  The Order Instituting Proceedings alleged that on July 1,
     2002, a jury in the U.S. District Court for the Southern District of New
     York  found  Gregg  Becker  (Becker)  guilty  of  conspiracy  to  commit
     securities, mail, and wire fraud in connection with sales of  securities
     in  violation  of  18 U.S.C.  371 and securities fraud in  violation  of
     Section  10(b)  of the Securities Exchange Act of 1934  and  Rule  10b-5
     thereunder.   The  Default Order bars Becker from association  with  any
     broker  or  dealer and from participating in the offering of  any  penny
     stock.  (Rel. 34-49244; File No. 3-11366)
     
FINDINGS MADE AND SANCTIONS IMPOSED AGAINST HASKELL STONE AND DANIEL PHILLIPS

     On  February  13,  the  Commission issued an Order Making  Findings  and
     Imposing  Remedial Sanctions (Order) pursuant to Section  15(b)  of  the
     Securities  Exchange  Act of 1934 against Respondents  Haskel  P.  Stone
     (Stone)  and  Daniel J. Phillips (Phillips) (collectively, Respondents).
     The Commission's Order finds that on March 1, 2002, Stone pled guilty to
     count  one  of  a  criminal indictment charging him with  conspiracy  to
     commit  securities fraud, mail fraud and wire fraud  and,  on  March  6,
     2002,  Phillips pled guilty to counts one and fifty-six  of  a  criminal
     indictment charging him with conspiracy to commit securities fraud, mail
     fraud and wire fraud.  United States v. Valentin Fernandez, et al., Case
     No.  01-8060-CR-Ferguson (S.D. Fla. 2001).  On May 10, 2002, a  judgment
     in  the  criminal case was entered against Stone, sentencing  him  to  5
     years probation, 200 hours of community service and ordering him to  pay
     $3,831,099 in joint and several restitution.  On May 17, 2002,  Phillips
     was  sentenced to 24 years in prison, 3 years of probation, and  ordered
     to pay $6,786,784 in joint and several restitution.

     The  criminal indictment underlying Respondents' conviction alleged that
     from  approximately December 1998 through August 2000,  Respondents  did
     knowingly  and willfully conspire and agree to commit securities  fraud,
     mail  fraud and wire fraud by manipulating the securities of Lifekeepers
     International, Inc., BIZ Holdings, Inc. and Piccard Medical Corp., which
     are  penny  stocks.   Respondents were at all relevant times  registered
     representatives associated with registered broker-dealers.   Respondents
     submitted,  and  the  Commission accepted, Offers of Settlement  whereby
     they  consented to the entry of the Order, without admitting or  denying
     the  findings  contained  therein except as to  jurisdiction  and  their
     criminal convictions.  The Commission, based upon the findings  and  the
     Offers  of  Settlement,  barred Respondents from  association  with  any
     broker  or dealer and from participating in any offering of penny stock.
     (Rel. 34-49245; File No. 3-11347)
     
FINAL JUDGMENT AGAINST JONATHAN EPSTEIN

     On  February 10, the Honorable Karon O. Bowdre, U.S. District Judge  for
     the  Northern  District  of Alabama, entered  a  Final  Judgment  as  to
     defendant Jonathan G. Epstein  (Epstein) , restraining and enjoining him
     from  further violations of Section 17(a) of the Securities Act of  1933
     and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act),
     and from aiding and abetting violations of Section 13(a) of the Exchange
     Act and Rules 10b-5, 12b-20 and 13a-1 thereunder.  Epstein consented  to
     the  entry  of  the  judgment without admitting or denying  any  of  the
     allegations of the Commission's Complaint.   Further, the court  ordered
     Epstein to pay a civil penalty of $35,000.

     The complaint alleged that Epstein, former President and Chief Executive
     Officer of Fila U.S.A. (Fila), an outside vendor of Just for Feet,  Inc.
     (JFFI),  assisted in perpetrating a financial reporting fraud  involving
     the financial statements of JFFI, a former national retailer of athletic
     and  outdoor  footwear.   Epstein signed an  audit  confirmation  letter
     stating falsely that Fila owed JFFI $1.38 million in advertising  "co-op
     receivables" which JFFI had improperly recorded.  This overstatement  of
     income was reflected on JFFI's financial statements included in its Form
     10-K  filed  for fiscal year 1998 and in its registration statements  on
     Forms S-8 and S-4 filed in May and June of 1999, respectively.  [SEC  v.
     Jonathan G. Epstein, Civil Action No. 2:04-CV-0218 (NDAL)] (LR-18575)

INVESTMENT ADVISERS ACT RELEASES

CRITERION RESEARCH GROUP LLC

     A notice has been issued giving interested persons until March 12, 2004,
     to request a hearing on an application filed by Criterion Research Group
     LLC  for an order under Section 203A(c) of the Investment Advisers  Act.
     The order would permit Criterion Research Group LLC to register with the
     Commission  as an investment adviser, even though it does not  have  any
     assets  under  management and does not otherwise meet the  criteria  set
     forth  in Section 203A(a) of the Advisers Act for registration with  the
     Commission as an investment adviser.  (Rel. IA-2215 - February 11)
     

INVESTMENT COMPANY ACT RELEASES

RUSSELL INVESTMENT FUNDS, ET AL.

     A  notice has been issued giving interested persons until March 8, 2004,
     to request a hearing on an application filed by Russell Investment Funds
     (Trust)  and Frank Russell Investment Management Company (together  with
     any  successor,  "FRIMCo") seeking an order to the extent  necessary  to
     permit shares of the Trust and shares of any other investment company or
     portfolio  that  is designed to fund insurance products  and  for  which
     FRIMCo  or  any of its affiliates may serve in the future as  investment
     adviser,  manager,  principal  underwriter,  sponsor,  or  administrator
     (Future  Trusts)  (the  Trust,  together with  Future  Trusts,  are  the
     "Trusts")  to  be  sold to and held by:  (i) separate  accounts  funding
     variable  annuity and variable life insurance contracts issued  by  both
     affiliated  and  unaffiliated life insurance companies;  (ii)  qualified
     pension  and  retirement plans outside of the separate account  context;
     (iii)  separate accounts that are not registered as investment companies
     under   the   Investment  Company  Act  pursuant  to   exemptions   from
     registration  under  Section 3(c) of the Act;  (iv)  FRIMCo  or  certain
     related corporations; and (v) any other person permitted to hold  shares
     of  the  Trusts  pursuant to Treasury Regulation 1.817-5, including  the
     general  account  of any life insurance company whose  separate  account
     holds,   or  will  hold,  shares  of  the  Trusts  or  certain   related
     corporations.   (Rel. IC-26351 - February 11)
     
THE MERGER FUND VL, ET AL.

     A  notice has been issued giving interested persons until March 4, 2004,
     to  request  a  hearing on an application filed by The  Merger  Fund  VL
     (Fund)  and  Westchester  Capital  Management,  Inc.  (Westchester,  and
     collectively, Applicants).  Applicants seek an order under Section  6(c)
     of the Investment Company Act granting relief from Sections 9(a), 13(a),
     15(a)  and  15(b)  of  the Act and Rules 6e-2(b)(15) and  6e-3(T)(b)(15)
     thereunder to permit shares of the Fund or any other existing or  future
     investment company that is designed to fund insurance products  and  for
     which  Westchester  or  any of its affiliates may  serve  as  investment
     manager,   investment  advisor,  sub-advisor,  administrator,   manager,
     principal underwriter or sponsor, or any current or future series of the
     fund  or  such other investment company to be sold to and held  by:  (1)
     separate  accounts funding variable annuity and variable life  insurance
     contracts  issued  by  both affiliated and unaffiliated  life  insurance
     companies;  (2)  qualified pension and retirement plans outside  of  the
     separate  account  context;  (3)  unregistered  separate  accounts;  (4)
     Westchester  and  (5)  and certain general accounts  of  life  insurance
     companies.  (Rel. IC-26352 - February 12)

SELF-REGULATORY ORGANIZATIONS

 IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES

     A  proposed  rule change (SR-Amex-2004-10) filed by the  American  Stock
     Exchange  to  adopt  an options fee cap of $75,000  in  connection  with
     "firm"  trades of member organizations for all equity and index  options
     transaction  charges,  options comparison  charges,  and  options  floor
     brokerage charges 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 February 16.   (Rel.
     34-49217)

     The  Emerging Markets Clearing Corporation filed a proposed rule  change
     (SR-EMCC-2003-08) under Section 19(b)(1) of the Securities Exchange Act,
     which  was  effective upon filing, to establish a capped  clearing  fund
     requirement of $50 million for EMCC special members.  Publication of the
     proposal is expected in the Federal Register during the week of February
     16.  (Rel. 34-49221)
     
     A  proposed rule change (SR-NASD-2003-192) and Amendment No.  1  thereto
     filed  by  the  National Association of Securities Dealers  relating  to
     Section  4 of Schedule A to the NASD By-Laws 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
     February 16.  (Rel. 34-49224)
     
ACCELERATED APPROVAL OF PROPOSED RULE CHANGE

     The  Commission granted accelerated approval to a proposed  rule  change
     (SR-NYSE-2003-31) and Amendment No. 1 thereto submitted by the New  York
     Stock  Exchange relating to minor revisions to Sections 303A.08, 303.00,
     and  312.03  of  the NYSE's Listed Company Manual.  Publication  of  the
     proposal is expected in the Federal Register during the week of February
     16.  (Rel. 34-49218)
     
APPROVAL OF PROPOSED RULE CHANGE

     The Commission approved a proposed rule change and Amendment Nos. 1,  2,
     and  3  thereto (SR-NASD-2003-128) submitted by the National Association
     of  Securities Dealers, through its subsidiary, The Nasdaq Stock Market,
     Inc. (Nasdaq) relating to the establishment of a maximum ECN Access  Fee
     in  SuperMontage  and the elimination of SuperMontage's Price/Time  with
     Fee  Consideration and Price/Size Execution Algorithms.  Publication  of
     the  proposal  is expected in the Federal Register during  the  week  of
     February 16.  (Rel. 34-49220)
     

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-3     POLO RALPH LAUREN CORP, 650 MADISON AVENUE, NEW YORK, NY, 10022,
        2123187000 - 0 ($322,943,409.00) Equity, (File 333-112730 - Feb. 12)
        (BR. 02)

S-3     OMEGA HEALTHCARE INVESTORS INC, 9690 DEERECO ROAD, STE 100, TIMONIUM,
        MD, 21093, 410-427-1700 - 0 ($190,241,583.00) Equity,
        (File 333-112731 - Feb. 12) (BR. 08)

S-4     ARIBA INC, 807 11TH AVENUE, SUNNYVALE, CA, 94089, 6509306200 -
        0 ($394,665,057.00) Equity, (File 333-112733 - Feb. 12) (BR. 03)

S-8     CORGENTECH INC, 650 GATEWAY BOULEVARD, --, SOUTH SAN FRANCISCO, CA,
        94080, 6506249600 - 0 ($27,165,639.00) Equity, (File 333-112735 -
        Feb. 12) (BR. 01)

S-8     AVENTIS, 67917 STRASBOURG, CEDEX 9, STRASBOURG FRANCE, I0, 00000,
        3314768123 - 0 ($15,762,000.00) Equity, (File 333-112736 - Feb. 12)
        (BR. 01)

S-4     GENAISSANCE PHARMACEUTICALS INC, FIVE SCIENCE PARK, NEW HAVEN, CT,
        06511, 2037731450 - 0 ($32,407,992.00) Equity, (File 333-112737 -
        Feb. 12) (BR. 01)

S-8     GTSI CORP, 3901 STONECROFT BLVD, CHANTILLY, VA, 20151-0808,
        703-502-2000 - 323,000 ($3,262,530.00) Equity, (File 333-112738 -
        Feb. 12) (BR. 03)

S-8     HEALTH ENHANCEMENT PRODUCTS INC, 2530 S RURAL RD, TEMPE, AZ, 85382,
        4807319100 - 150,000 ($600,000.00) Equity, (File 333-112739 - Feb. 12)
        (BR. 09)

S-2     MONY LIFE INSURANCE COMPANY OF AMERICA, 1740 BROADWAY, NEW YORK, NY,
        10017, 0 ($200,000,000.00) Other, (File 333-112740 - Feb. 12) (BR. 20)

SB-2    ONYX INTERNATIONAL INC, 49,000 ($49,000.00) Other, (File 333-112741 -
        Feb. 12) (BR. 05)

S-8     PALOMAR ENTERPRISES INC, 6196922590 -
        200,000,000 ($2,800,000.00) Other, (File 333-112742 - Feb. 12) (BR. 05)

S-4     GENERAL CABLE CORP /DE/, 4 TESSENEER DRIVE, HIGHLAND HEIGHTS, KY,
        41076, 6065728000 - 285,000,000 ($285,000,000.00) Non-Convertible Debt,
        (File 333-112744 - Feb. 12) (BR. 06)

SB-2    UTIX GROUP INC, 3102075300 - 14,575,558 ($1,394.40) Equity,
        (File 333-112745 - Feb. 12) (BR. 01)

S-3     USI HOLDINGS CORP, 555 PLEASANTVILLE ROAD, BRIARCLIFF MANOR, NY, 10510,
        10,445,682 ($300,000,000.00) Unallocated (Universal) Shelf,
        (File 333-112747 - Feb. 12) (BR. 01)

S-8     SEPRACOR INC /DE/, 111 LOCKE DR, MARLBOROUGH, MA, 01757, 5084816700 -
        0 ($46,782,000.00) Equity, (File 333-112748 - Feb. 12) (BR. 01)

S-8     TIME LENDING CALIFORNIA INC, 1040 E KATELLA #B-1, ORANGE, CA, 92867,
        7142885901 - 400,000 ($16,000.00) Equity, (File 333-112749 - Feb. 12)
        (BR. 09)

S-11    A REIT INC, 1551 N TUSTIN AVENUE, SUITE 200, SANTA ANA, CA, 92705,
        8778887348 - 0 ($523,750,000.00) Equity, (File 333-112750 - Feb. 12)
        (BR. 08)

S-8     MASONITE INTERNATIONAL CORP, 1600 BRITANNIA RD E, MISSISSAUGA,
        ONTARIO CANADA, A6, L4W 1J2, 8138772726 - 18,000 ($376,687.50) Equity,
        (File 333-112751 - Feb. 12) (BR. 06)

S-3     CDI CORP, 1717 ARCH STREET, 35TH FLOOR, PHILADELPHIA, PA, 19103-2768,
        2155692200 - 811,800 ($25,928,892.00) Equity, (File 333-112752 -
        Feb. 12) (BR. 08)

S-8     SCIENTIFIC ATLANTA INC, 5030 SUGARLOAF PARKWAY, LAWRENCEVILLE, GA,
        30044, 7709035000 - 0 ($261,760,000.00) Equity, (File 333-112753 -
        Feb. 12) (BR. 37)

SB-2    CASTLE & MORGAN HOLDINGS INC, 3,709,570 ($371.00) Equity,
        (File 333-112754 - Feb. 12) (BR. )

S-8     METALINK LTD, YAKUM BUSINESS PARK, YAKUM ISRAEL, L3, 60972,
        97299605388 - 670,000 ($5,487,300.00) Equity, (File 333-112755 -
        Feb. 12) (BR. 36)

S-8     SURGICARE INC/DE, 12727 KIMBERLY LANE, #200, HOUSTON, TX, 77024,
        7136651406 - 136,000 ($80,240.00) Equity, (File 333-112756 - Feb. 12)
        (BR. 01)

N-2     RMR HEALTHCARE & REAL ESTATE FUND, 5,750,000 ($115,000,000.00) Equity,
        (File 333-112757 - Feb. 12) (BR. )

S-3     GRAPHON CORP/DE, 400 COCHRANE CIRCLE, MORGAN HILL, CA, 95037,
        4087763232 - 8,250,000 ($5,775,000.00) Equity, (File 333-112758 -
        Feb. 12) (BR. 03)

S-3     TELECOMMUNICATION SYSTEMS INC /FA/, 275 WEST ST, ANNAPOLIS, MD, 21401,
        4102637616 - 0 ($50,302,947.00) Equity, (File 333-112759 - Feb. 12)
        (BR. 03)

S-3     SYPRIS SOLUTIONS INC, 101 BULLITT LN, STE 450, LOUISVILLE, KY, 40222,
        5023292000 - 0 ($72,450,000.00) Equity, (File 333-112760 - Feb. 12)
        (BR. 36)

S-8     OMI CORP/M I, ONE STATION PLACE, 90 PARK AVE, STAMFORD, CT, 60902-6800,
        2036026700 - 4,000,000 ($37,980,000.00) Equity, (File 333-112761 -
        Feb. 12) (BR. 05)

S-2     PROVECTUS PHARMACEUTICALS INC, 7327 OAK RIDGE HWY, SUITE B, KNOXVILLE,
        TN, 37931, 865-769-4011 - 2,375,004 ($3,467,505.84) Equity,
        (File 333-112762 - Feb. 12) (BR. 01)

S-4     WMC FINANCE CO, 6320 CANOGA AVEUE, WOODLAND HILLS, CA, 91367,
        8185924200 - 0 ($200,000,000.00) Non-Convertible Debt,
        (File 333-112763 - Feb. 12) (BR. )

S-4     NCO GROUP INC, 507 PRUDENTIAL ROAD, HORSHAM, PA, 19044, 215-441-3000 -
        2,306,391 ($44,992,905.00) Equity, (File 333-112765 - Feb. 12) (BR. 02)

S-3     ZOLTEK COMPANIES INC, 3101 MCKELVEY RD, ST LOUIS, MO, 63044,
        3142915110 - 2,246,923 ($12,582,768.80) Equity, (File 333-112766 -
        Feb. 12) (BR. 36)

SB-2    INTEGRAL TECHNOLOGIES INC /CN/, 1070 WEST PENDER STREET, SUITE#3,
        VANCOUVER BC V6E 2N7, A1, 00000, 6046859933 -
        11,556,938 ($16,468,666.65) Equity, (File 333-112767 - Feb. 12) (BR. 36)

N-2     LAZARD GLOBAL TOTAL RETURN & INCOME FUND INC, 30 ROCKEFELLER PLAZA,
        NEW YORK, NY, 10112, 2126326000 - 100,000 ($2,000,000.00) Equity,
        (File 333-112768 - Feb. 12) (BR. )

SB-2    PROMOS INC, 2121 S. ONEIDA ST., SUITE 500, DENVER, CO, 80224,
        29,886,897 ($133,893,298.60) Equity, (File 333-112769 - Feb. 12)
        (BR. 08)

S-3     SERENA SOFTWARE INC, 2755 CAMPUS DRIVE, 3RD FLOOR, SAN MATEO, CA,
        94403-2538, 6505226600 -
        0 ($220,000,000.00) Debt Convertible into Equity, (File 333-112770 -
        Feb. 12) (BR. 03)

S-2     WARP TECHNOLOGY HOLDINGS INC, 535 WEST 34 STREET, 5TH FLOOR, NEW YORK,
        NY, 10001, (212) 962-9277 - 32,923,914 ($8,230,978.50) Equity,
        (File 333-112771 - Feb. 12) (BR. 03)

S-1     SEDONA CORP, 455 SOUTH GULPH ROAD, KING OF PRUSSIA, PA, 19406,
        6104953003 - 7,127,411 ($3,920,076.05) Equity, (File 333-112772 -
        Feb. 12) (BR. 03)

S-1     LIBERMAN BROADCASTING CORP, 1845 WEST EMPIRE AVENUE, BURBANK, CA,
        91504, 8185635722 - 0 ($184,000,000.00) Equity, (File 333-112773 -
        Feb. 12) (BR. )

S-8     REYNOLDS & REYNOLDS CO, ONE REYNOLDS WAY, DAYTON, OH, 45430,
        9374852000 - 7,458,249 ($205,698,507.42) Equity, (File 333-112775 -
        Feb. 12) (BR. 03)

S-3     ORIENTAL FINANCIAL GROUP INC, MONACILLOS 1000, SAN ROBERTO ST,
        RIO PIEDRAS, PR, 00926, 7877661986 - 0 ($72,593,750.00) Equity,
        (File 333-112776 - Feb. 12) (BR. 07)

S-8     REYNOLDS & REYNOLDS CO, ONE REYNOLDS WAY, DAYTON, OH, 45430,
        9374852000 - 550,000 ($15,169,000.00) Equity, (File 333-112777 -
        Feb. 12) (BR. 03)

S-1     PLACER SIERRA BANCSHARES, 525 J STREET, SACRAMENTO, CA, 95814,
        9165544821 - 0 ($76,590,000.00) Equity, (File 333-112778 - Feb. 12)
        (BR. )

SB-2    PERFISANS HOLDINGS INC, 7828 KENNEDY ROAD, SUITE 201, MARKHAM, A6,
        L3R 5P1, 905-943-9996 - 8,855,626 ($17,268,470.00) Equity,
        (File 333-112779 - Feb. 12) (BR. 09)

S-3     PRICE LEGACY CORP, 17140 BERNARDO CENTER DRIVE, SUITE 300, SAN DIEGO,
        CA, 92128, 8586759400 - 0 ($2,572,800.00) Equity, (File 333-112780 -
        Feb. 12) (BR. 08)

SB-2    NMXS COM  INC, 5041 INDIAN SCHOOL ROAD NE, SUITE 200, ALBUQUERQUE, NM,
        87110, 505-255-1999 - 9,294,671 ($4,345,163.03) Equity,
        (File 333-112781 - Feb. 12) (BR. 08)

S-11    INTERSTAR SECURITISATION MANAGEMENT PTY LTD,
        0 ($2,000,000.00) Debt Convertible into Equity, (File 333-112782 -
        Feb. 12) (BR. 05)

S-3     ZIX CORP, 2711 NORTH HASKELL AVENUE, SUITE 2300, LB 36, DALLAS, TX,
        75204-2960, 214-370-2000 - 0 ($13,526,657.00) Equity,
        (File 333-112783 - Feb. 12) (BR. 03)

SB-2    POWERCHANNEL INC, P.O. BOX 500, SUITE, EAST TAUNTON, MA, 02718,
        5088806969 - 16,495,365 ($15,525,030.70) Equity, (File 333-112784 -
        Feb. 12) (BR. 04)

S-3     DIAMETRICS MEDICAL INC, 2658 PATTON RD, ROSEVILLE, MN, 55113,
        6516398035 - 22,269,268 ($8,462,321.84) Equity, (File 333-112785 -
        Feb. 12) (BR. 36)

S-1     DDI CORP, 1220 SAMON CIRCLE, AHAMEIM, CA, 92806, 7145887200 -
        1,000,000 ($16,750,000.00) Equity, (File 333-112786 - Feb. 12) (BR. 36)

F-2     ENERGY EXPLORATION TECHNOLOGIES /, 840 SEVENTH AVENUE SW, SUITE 700,
        CALGARY ALBE T2P 3G2, A2, 99204, 403-264-7020 -
        1,875,000 ($4,687,500.00) Equity, (File 333-112790 - Feb. 12) (BR. 04)

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.
    Item 10.   Amendments to the Registrant's Code of Ethics,
               or Waiver of a Provision of the Code of Ethics.
    Item 11.   Temporary Suspension of Trading Under
               Registrant's Employee Benefit Plans.
    Item 12.   Results of Operations and Financial Condition.

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 10 11 12 13     DATE     COMMENT
------------------------------------------------------------------------------------------------
ACCURIDE CORP                           DE                X   X              02/12/04

ACG HOLDINGS INC                        DE                            X      02/12/04

ACTIVCARD CORP                          DE                X           X      02/12/04

ADDVANTAGE TECHNOLOGIES GROUP INC       OK                X   X       X      02/12/04

ADVANCED DIGITAL INFORMATION CORP       WA                X           X      02/12/04

ADVANCED ENERGY INDUSTRIES INC          DE                            X      02/12/04

ADVANCEPCS                              DE            X   X                  02/12/04

ADVANCIS PHARMACEUTICAL CORP                              X           X      02/12/04

AETNA INC /PA/                          PA                            X      02/12/04

AIRGATE PCS INC /DE/                    DE            X   X                  02/12/04

AIRPLANES LTD                           DE            X                      02/12/04

ALDILA INC                              DE                X   X              02/11/04

ALEXION PHARMACEUTICALS INC             DE            X   X                  02/11/04

ALLIANCE RESOURCE PARTNERS LP           DE            X   X                  02/12/04

ALLIED HEALTHCARE INTERNATIONAL INC     NY                            X      02/12/04

ALLOS THERAPEUTICS INC                  DE                X           X      02/12/04

ALPHA VIRTUAL INC/CA/                   DE          X     X                  02/11/04

AMERICAN FINANCIAL GROUP INC            OH                X   X              02/12/04

AMERICAN HOME MORTGAGE INVESTMENT COR   MD            X   X                  02/12/04

AMERICAN RESIDENTIAL INVESTMENT TRUST   MD                X           X      02/12/04

AMERICAN RETIREMENT CORP                TN                X           X      02/11/04

AMERICAN RETIREMENT CORP                TN                    X              02/12/04    AMEND

AMERICAN TECHNOLOGY CORP /DE/           DE                            X      02/12/04

AMERUS GROUP CO/IA                      IA            X   X   X       X      02/10/04

AMIS HOLDINGS INC                                         X           X      02/12/04

ANALOG DEVICES INC                      MA                            X      02/12/04

ANSYS INC                               DE                X   X              02/12/04

APTIMUS INC                             WA                            X      02/12/04

ARMOR HOLDINGS INC                      DE                X           X      02/12/04

ARQULE INC                              DE            X   X                  02/12/04

ARTESIAN RESOURCES CORP                 DE            X                      02/12/04

ARTISTDIRECT INC                        DE          X     X                  02/06/04

ASSET BACKED FUNDING CORP               DE            X   X                  02/11/04

ASSET-BACKED CERTIFICATES SERIES 2004   DE                X                  01/30/04

ASSOCIATED ESTATES REALTY CORP          OH                            X      12/31/03

AURORA FOODS INC /DE/                   DE                    X              02/11/04

AVANIR PHARMACEUTICALS                  CA                X           X      02/12/04

AVAYA INC                               DE            X   X                  02/10/04

AXCESS INTERNATIONAL INC/TX             DE            X   X                  12/16/03    AMEND

BAKER HUGHES INC                        DE                X   X       X      02/12/04

BALCHEM CORP                            MD                X           X      02/12/04

BANC OF AMERICA MORTGAGE SECURITIES I   DE            X   X                  02/11/04

BANC OF AMERICA MORTGAGE SECURITIES I   DE            X   X                  02/12/04

BANK OF GRANITE CORP                    DE                X   X              02/12/04

BERKLEY W R CORP                        DE                            X      02/11/04

BERKSHIRE INCOME REALTY INC                     X                            01/28/04

BIDVILLE INC                            NV            X   X   X              02/12/04

BIO RAD LABORATORIES INC                DE            X                      02/12/04

BIOTRANSPLANT INC                       DE            X   X                  01/26/04

BORLAND SOFTWARE CORP                   DE            X   X                  02/11/04

BOSTON LIFE SCIENCES INC /DE            DE            X                      02/12/04

BOWNE & CO INC                          DE                X           X      02/11/04

BRANDYWINE REALTY TRUST                 MD                X           X      02/12/04

BRIGHT HORIZONS FAMILY SOLUTIONS INC    DE                            X      02/12/04

BRISTOL MYERS SQUIBB DEBENTURE BACKED   DE            X   X                  02/01/04

BRT REALTY TRUST                        MA                    X              12/31/03

CAMPBELL SOUP CO                        NJ                            X      02/12/04

CAMPBELL SOUP CO                        NJ                    X              02/11/04

CAPACITIVE DEIONIZATION TECHNOLOGY SY   NV            X   X                  02/09/04

CAPITAL ONE AUTO RECEIVABLES LLC        DE            X   X                  01/29/04

CARDIODYNAMICS INTERNATIONAL CORP       CA            X                      02/12/04

CAREMARK RX INC                         DE            X   X                  02/11/04

CASCADE FINANCIAL CORP                  DE            X   X                  02/11/04

CATERPILLAR INC                         DE            X                      02/12/04

CCP WORLDWIDE INC                                   X     X                  02/10/04

CENTERPOINT ENERGY INC                                X   X           X      02/12/04

CENTURY PROPERTIES FUND XVI             CA      X         X                  01/30/04

CEPHALON INC                            DE                X           X      02/12/04

CHANNELL COMMERCIAL CORP                DE                            X      02/12/04

CHASE FUNDING INC                       NY            X   X                  02/09/04

CHASE MORTGAGE FINANCE CORP             DE      X         X                  01/28/04

CHECKPOINT SYSTEMS INC                  PA                X                  12/28/03

CHICAGO BRIDGE & IRON CO N V                                          X      02/11/04

CHINDEX INTERNATIONAL INC               DE                    X              12/31/03

CHOICE HOTELS INTERNATIONAL INC /DE     DE                X   X              02/11/04

CHRISKEN PARTNERS CASH INCOME FUND L    DE            X   X                  02/09/04

CHROMAVISION MEDICAL SYSTEMS INC        DE            X   X                  02/10/04

CINCINNATI BELL INC                     OH            X                      02/12/04

CITADEL BROADCASTING CORP               DE            X   X                  02/11/04

CLAYTON WILLIAMS ENERGY INC /DE         DE                X   X              02/12/04

CLOSURE MEDICAL CORP                    DE                X           X      02/12/04

CNB FINANCIAL CORP/PA                   PA                X           X      02/12/04

CNL HOSPITALITY PROPERTIES INC          MD                X   X              02/12/04

COMMSCOPE INC                           DE      X         X                  01/31/04

COMPASS MINERALS INTERNATIONAL INC      DE                    X              02/12/04

COMPETITIVE TECHNOLOGIES INC            DE            X   X                  02/12/04

COMPEX TECHNOLOGIES INC                 MN                X           X      02/12/04

COMPUPRINT INC                                      X     X                  02/10/04

CONCENTRA OPERATING CORP                NV                X   X              02/11/04

CORRECTIONAL PROPERTIES TRUST           MD                X           X      02/12/04

CORVU CORP                              MN                X           X      02/12/04

COX COMMUNICATIONS INC /DE/             DE                X           X      02/12/04

CREDIT SUISSE FIRST BOSTON MORTGAGE S   DE            X                      02/12/04

CREDIT SUISSE FIRST BOSTON USA INC      DE            X                      02/12/04

CSFB MORTGAGE BACKED PASS THROUGH CER   DE            X   X                  01/25/03

CURAGEN CORP                            DE                X   X              02/10/04

CVS CORP                                DE                X           X      02/12/04

DEAN FOODS CO/                          DE                X           X      02/12/04

DELCO REMY INTERNATIONAL INC            DE                    X              02/12/04

DELL INC                                DE                X           X      02/12/04

DELPHI FINANCIAL GROUP INC/DE           DE                            X      02/11/04

DENISON INTERNATIONAL PLC                     X           X   X              02/12/04

DIAMOND DISCOVERIES INTERNATIONAL COR   DE                X                  11/17/03    AMEND

DICKIE WALKER MARINE INC                                  X           X      02/11/04

DIGITAL THEATER SYSTEMS INC             DE                X           X      02/12/04

DOLLAR FINANCIAL GROUP INC              NY                X           X      02/06/04

DOLLAR GENERAL CORP                     TN                X   X              02/12/04

DREW INDUSTRIES INCORPORATED            DE                X   X              02/11/04

DRS TECHNOLOGIES INC                    DE                X           X      02/12/04

DURA AUTOMOTIVE SYSTEMS INC             DE                X           X      02/12/04

DYNATRONICS CORP                        UT                X           X      02/11/04

EASTGROUP PROPERTIES INC                MD                X           X      12/31/03

EASYLINK SERVICES CORP                  DE                X           X      02/12/04

EDEN BIOSCIENCE CORP                    WA                X           X      02/12/04

EDGE PETROLEUM CORP                     DE                X           X      02/12/04

EDIETS COM INC                          DE            X   X           X      02/12/04

ELECTRONIC CLEARING HOUSE INC           NV                X           X      02/12/04

ELINEAR INC                             DE                X           X      02/05/04

EMERGE INTERACTIVE INC                  DE            X   X                  02/12/04

EMERGE INTERACTIVE INC                  DE                X           X      02/12/04

ENERGY PARTNERS LTD                     DE                    X       X      02/12/04

ENPRO INDUSTRIES INC                    NC                X           X      02/12/04

ENTERGY CORP /DE/                       DE                X   X              02/12/04

EVERGREEN RESOURCES INC                 CO                            X      02/11/04

EXACT SCIENCES CORP                     DE            X       X              02/10/04

EXPEDITORS INTERNATIONAL OF WASHINGTO   WA                            X      02/10/04

FIRST INDUSTRIAL REALTY TRUST INC       MD                            X      02/11/04

FLORIDA EAST COAST INDUSTRIES INC       FL                    X              02/12/04

FORTIS ENTERPRISES                      NV            X                      01/21/04

FREDS INC                               TN                            X      02/05/04

G REIT INC                              VA          X     X                  02/08/04

GASCO ENERGY INC                        NV                X   X              02/11/04

GEMSTAR TV GUIDE INTERNATIONAL INC      DE            X   X                  02/12/04

GEN PROBE INC                           DE                X           X      02/12/04

GENAISSANCE PHARMACEUTICALS INC         DE                            X      02/12/04

GENENCOR INTERNATIONAL INC              DE                X           X      02/12/04

GENERAL MILLS INC                       DE            X   X                  01/16/04

GENEREX BIOTECHNOLOGY CORP              DE            X                      02/06/04

GENLYTE GROUP INC                       DE                X           X      02/10/04

GENUS INC                               CA                X           X      02/11/04

GIANT INDUSTRIES INC                    DE            X                      02/09/04

GLOBAL MEDICAL PRODUCTS HOLDINGS INC    NV            X   X                  01/31/04

GLOBAL PAYMENT TECHNOLOGIES INC         DE                X           X      02/12/04

GLOBAL YACHT SERVICES INC               NV            X                      01/28/04

GRAFTECH INTERNATIONAL LTD              DE                            X      02/12/04

GRAFTECH INTERNATIONAL LTD              DE                    X              02/12/04

GRAFTECH INTERNATIONAL LTD              DE                    X              02/12/04

GS MORTGAGE SECURITIES CORP             DE            X   X                  02/10/04

HALLIBURTON CO                          DE            X                      02/11/04

HANOVER COMPRESSOR CO /                 DE                    X              02/09/04

HARRINGTON WEST FINANCIAL GROUP INC/C                     X           X      02/11/04

HAYES LEMMERZ INTERNATIONAL INC         DE            X   X                  02/11/04

HECLA MINING CO/DE/                     DE                    X              02/12/04

HEI INC                                 MN            X   X                  02/11/04

HERCULES INC                            DE                            X      02/11/04

HEWLETT PACKARD CO                      DE                X           X      02/11/04

HFB FINANCIAL CORP                      TN                X           X      02/09/04

HICKOK INC                              OH                            X      12/31/03

HILB ROGAL & HAMILTON CO /VA/           VA                            X      02/11/04

HOUSE OF BRUSSELS CHOCOLATES INC        NV                X   X              02/11/04

HRPT PROPERTIES TRUST                   MD                X           X      02/11/04

HUSKER AG PROCESSING LLC                NE            X   X                  01/29/04

HYPERTENSION DIAGNOSTICS INC /MN        MN            X   X                  02/09/04

ICT GROUP INC                           PA                            X      02/12/04

IDX SYSTEMS CORP                        VT                            X      02/12/04

IMAGE ENTERTAINMENT INC                 CA                            X      02/12/04

IMC GLOBAL INC                          DE                X           X      02/05/04

IMMUNOGEN INC                           MA                X           X      02/12/04

INCYTE CORP                             DE            X   X                  02/11/04

INFINITY PROPERTY & CASUALTY CORP       OH            X   X                  02/11/04

INLAND REAL ESTATE CORP                 MD                    X              02/12/04

INTEGRAMED AMERICA INC                  DE                X   X              02/12/04

INTELLIGROUP INC                        NJ                X           X      02/12/04

INTERACTIVE DATA CORP/MA/               DE                            X      02/12/04

INTERNATIONAL ALUMINUM CORP             CA                X   X       X      02/12/04

INTUITIVE SURGICAL INC                  DE            X               X      02/12/04

INVERNESS MEDICAL INNOVATIONS INC       DE            X   X                  02/10/04

INVITROGEN CORP                         DE                X   X              02/12/04

IOMEGA CORP                             DE          X                        02/06/04

IONICS INC                              MA            X   X                  02/12/04

ISLE OF CAPRI CASINOS INC               DE                            X      01/25/04

ISTAR FINANCIAL INC                     MD                X   X              02/12/04

JAMESON INNS INC                        GA                X   X              02/12/04

JARDEN CORP                             DE                X   X       X      02/12/04

JEFFERSONVILLE BANCORP                  NY                X           X      02/11/04

JUNIPER NETWORKS INC                    DE            X   X                  02/09/04

KEITH COMPANIES INC                     CA            X   X           X      02/11/04

KROLL INC                               DE            X   X           X      02/12/04

LABORATORY CORP OF AMERICA HOLDINGS     DE                            X      02/11/04

LABORATORY CORP OF AMERICA HOLDINGS     DE                            X      02/11/04

LAKES ENTERTAINMENT INC                 MN                X           X      02/12/04

LASERSCOPE                              CA                X           X      02/12/04

LEHMAN ABS CORP BACKED TR CERT LIB ME   DE            X   X                  02/01/04

LEHMAN ABS CORP BACKED TRUST CERTS SE   DE            X   X                  02/01/04

LEHMAN ABS CORP BACKED TRUST CERTS SE   DE            X   X                  02/01/04

LEHMAN ABS CORP BACKED TRUST CERTS SE   DE            X   X                  02/01/04

LEHMAN ABS CORP CORP BACK TR AIG DEBE   DE            X   X                  01/31/04

LEHMAN ABS CORP CORP BACKED TR CERT S   DE            X   X                  02/01/04

LEHMAN ABS CORP CORPORATE BACKED TRUS   DE            X   X                  02/01/04

LEHMAN ABS DAIMLERCHRYSLER DEB-BKD SE   DE            X   X                  02/01/04

LIFEPOINT INC                           DE            X   X                  02/12/04

LODGIAN INC                             DE            X   X                  02/11/04

LTC PROPERTIES INC                      MD                            X      02/12/04

MAKEMUSIC INC                           MN            X   X                  02/12/04

MANPOWER INC /WI/                       WI                X                  02/11/04    AMEND

MARCONI CORP PLC                        X0                            X      02/12/04

MARCONI CORP PLC                        X0            X                      02/12/04

MARCONI CORP PLC                        X0            X                      02/12/04

MAY DEPARTMENT STORES CO                DE                            X      02/12/04

MCG CAPITAL CORP                        DE                X           X      02/12/04

MEDCO HEALTH SOLUTIONS INC              DE                            X      02/11/04

MEMC ELECTRONIC MATERIALS INC           DE            X   X                  02/11/04

MERISTAR HOSPITALITY CORP               MD                            X      02/12/04

MERISTAR HOSPITALITY OPERATING PARTNE   DE                            X      02/12/04

MFA MORTGAGE INVESTMENTS                MD            X   X                  02/10/04

MIDAMERICAN ENERGY HOLDINGS CO /NEW/    IA            X   X                  02/12/04

MIDLAND CO                              OH                            X      02/12/04

MINGHUA GROUP INTERNATIONAL HOLDINGS    NY    X X     X                      01/02/04

MIRAVANT MEDICAL TECHNOLOGIES           DE            X                      02/05/04

MISSISSIPPI CHEMICAL CORP /MS/          MS            X   X                  01/30/04

MOLINA HEALTHCARE INC                   DE                X           X      02/11/04

MORGAN STANLEY ABS CAPITAL I INC        DE            X   X                  01/21/04

MORTGAGE ASSET SEC TRANS INCMASTR ASS   DE            X   X                  01/26/04

MOVIE STAR INC /NY/                     NY                X   X              02/11/04

MPOWER HOLDING CORP                     DE                            X      02/12/04

MYERS INDUSTRIES INC                    OH                X           X      12/31/03

N-VIRO INTERNATIONAL CORP               DE          X                        02/06/04

NASHUA CORP                             MA                            X      02/11/04

NATIONAL OILWELL INC                    DE                            X      02/12/04

NATIONAL RESEARCH CORP                  WI                X           X      02/11/04

NATIONAL WINE & SPIRITS INC             IN                X           X      02/11/04

NATURAL RESOURCE PARTNERS LP            DE                X   X       X      02/12/04

NAVIGANT CONSULTING INC                 DE                X           X      02/12/04

NAVISITE INC                            DE            X   X                  02/06/04

NEIGHBORCARE INC                        PA                X           X      02/11/04

NELSON THOMAS INC                       TN                X                  02/12/04

NEOSE TECHNOLOGIES INC                  DE                X           X      02/12/04

NEW ENGLAND ACQUISITIONS INC            FL            X X                    01/13/04

NEWCASTLE INVESTMENT CORP               MD                X           X      02/11/04

NEXT INC/TN                             DE                X           X      02/10/04

NORFOLK SOUTHERN CORP                   VA                    X              02/12/04

NUEVO ENERGY CO                         DE            X   X   X       X      02/12/04

NUTRITION 21 INC                        NY                            X      02/12/04

NVIDIA CORP                             DE                            X      02/12/04

OAKLEY INC                              WA                X                  12/31/03

OFFICE DEPOT INC                        DE                X           X      02/12/04

OLYMPIC STEEL INC                       OH                X           X      02/12/04

OMNICARE INC                            DE                X           X      02/12/04

ON TECHNOLOGY CORP                      DE            X   X                  02/12/04

OPTICAL CONCEPTS OF AMERICA INC               X                              02/11/04

ORBITAL SCIENCES CORP /DE/              DE                            X      02/12/04

OREGON PACIFIC BANCORP                  OR            X               X      02/09/04

ORTHOVITA INC                                                         X      02/12/04

OSULLIVAN INDUSTRIES HOLDINGS INC       DE                X   X       X      12/31/03

OUT TAKES INC                           DE          X                        02/04/04

OUTBACK STEAKHOUSE INC                  DE                X           X      02/11/04

OVERSEAS SHIPHOLDING GROUP INC          DE                            X      02/12/04

OWOSSO CORP                             PA            X   X                  02/10/04

OXIGENE INC                             DE                X           X      02/12/04

PACIFICARE HEALTH SYSTEMS INC /DE/      DE                X   X       X      02/12/04

PAR TECHNOLOGY CORP                     DE                            X      02/12/04

PARKER HANNIFIN CORP                    OH            X   X                  02/12/04

PARKVALE FINANCIAL CORP                 PA          X                        02/05/04

PATTERSON UTI ENERGY INC                DE            X   X                  02/11/04

PEETS COFFEE & TEA INC                  WA                            X      02/12/04

PENN VIRGINIA CORP                      VA                X           X      02/11/04

PENN VIRGINIA RESOURCE PARTNERS L P     DE                X           X      02/11/04

PERINI CORP                             MA                            X      12/31/03

PERRY ELLIS INTERNATIONAL INC           FL                X           X      02/12/04

PHARMION CORP                                             X           X      02/11/04

PHILLIPS VAN HEUSEN CORP /DE/           DE            X   X                  02/12/04

PHOSPHATE RESOURCE PARTNERS LIMITED P   DE                X           X      02/05/04

PHYSIOMETRIX INC                        DE            X   X   X       X      02/12/04

PIZZA INN INC /MO/                      MO            X                      02/11/04

PLAINS EXPLORATION & PRODUCTION CO      DE            X   X   X       X      02/12/04

PLANGRAPHICS INC                        CO            X                      02/12/04

PLATINUM UNDERWRITERS HOLDINGS LTD      D0                X           X      01/11/04

PREMIER DEVELOPMENT & INVESTMENT INC    NV            X   X                  02/12/04

PRIME HOSPITALITY CORP                  DE                X           X      02/12/04

PRIMUS KNOWLEDGE SOLUTIONS INC          WA                            X      02/12/04

PROMOS INC                              CO                X                  12/19/03    AMEND

PROVIDENCE SERVICE CORP                 DE            X   X                  02/09/04

PXRE GROUP LTD                                            X           X      02/12/04

QRS CORP                                DE                X           X      02/12/04

QUEPASA CORP                            NV            X                      02/12/04

QUINTON CARDIOLOGY SYSTEMS INC          DE                            X      02/12/04

QUOVADX INC                             DE                X           X      02/11/04

RAILAMERICA INC /DE                     DE                X   X              02/12/04

RAINIER PACIFIC FINANCIAL GROUP INC                       X           X      02/11/04

RCN CORP /DE/                           DE            X   X                  02/12/04

REMEC INC                               CA            X   X           X      02/10/04

RENAISSANCE LEARNING INC                WI            X   X                  02/11/04

REPLIGEN CORP                           DE                            X      02/11/04

REPRO MED SYSTEMS INC                   NY                    X              02/12/04

RESIDENTIAL ASSET MORTGAGE PRODUCTS I   DE            X   X                  02/12/04

REVLON INC /DE/                         DE            X   X                  02/11/03

REVLON INC /DE/                         DE                            X      02/12/04

RIVERVIEW BANCORP INC                   WA            X   X                  02/11/04

RTIN HOLDINGS INC                       TX          X     X                  02/05/04

RTW INC /MN/                            MN                X           X      02/11/04

RUSS BERRIE & CO INC                    NJ                X           X      02/11/04

RUSSELL CORP                            AL                X           X      02/12/04

S1 CORP /DE/                            DE            X   X                  02/12/04

SAFEGUARD SCIENTIFICS INC               PA            X   X                  02/12/04

SAFEWAY INC                             DE                X           X      02/12/04

SELECT MEDICAL CORP                     DE                            X      02/05/04

SELECT MEDICAL CORP                     DE                    X              02/11/04

SELIGMAN NEW TECHNOLOGIES FUND II INC   MD                X   X              02/12/04

SELIGMAN NEW TECHNOLOGIES FUND INC                        X   X              02/12/04

SENSYTECH INC                           DE                X           X      02/12/04

SERVICEMASTER CO                        DE                            X      12/31/03

SIRIUS SATELLITE RADIO INC              DE            X                      02/12/04

SIRIUS SATELLITE RADIO INC              DE                    X              02/12/04

SIZELER PROPERTY INVESTORS INC          DE                X           X      02/06/04

SNAP2 CORP                              NV          X                        01/30/04    AMEND

SOLA INTERNATIONAL INC                  DE                            X      02/12/04

SOLAR ENERGY LTD                        DE          X     X                  02/10/04

SONIC FOUNDRY INC                       MD                    X              02/12/04

SONOSITE INC                                              X           X      12/31/03

SPECIALTY LABORATORIES INC                            X   X                  02/12/04

SPEEDCOM WIRELESS CORP                  DE            X                      02/12/04

SPEEDUS CORP                            DE            X   X                  01/28/04

SPORT HALEY INC                         CO            X   X           X      02/10/04

ST JOE CO                               FL                X                  02/11/04

STANDARD PARKING CORP                   DE            X                      02/10/04

STAR COMPUTING LTD                      NV    X X     X X X                  02/03/04    AMEND

STATER BROS HOLDINGS INC                DE                X           X      02/12/04

STEAK & SHAKE CO                        IN            X                      02/12/04

STEINWAY MUSICAL INSTRUMENTS INC        DE            X                      02/10/04

STEPAN CO                               DE                X   X              02/11/04

STERLING CONSTRUCTION CO INC            DE                            X      02/12/04

STRAYER EDUCATION INC                   MD            X   X                  02/12/04

STRUCTURED ASSET MORT INV II INC MORT   DE                X                  01/30/04

SYSTEMS & COMPUTER TECHNOLOGY CORP      DE    X X         X                  02/12/04

T REIT INC                              VA          X     X                  02/08/04

TBC CORP                                DE                X           X      02/11/04

TELECOMMUNICATION SYSTEMS INC /FA/                        X           X      02/05/04

TELEFLEX INC                            DE                X           X      02/12/04

TELLABS INC                             DE            X                      02/12/04

TEMPUR PEDIC INTERNATIONAL INC          DE                    X       X      02/12/04

TEPPCO PARTNERS LP                      DE                X           X      02/11/04

TEXAS GENCO HOLDINGS INC                                  X           X      02/12/04

THAXTON GROUP INC                       SC            X   X                  01/30/04

THOMAS INDUSTRIES INC                   DE            X                      02/12/04

TOOTSIE ROLL INDUSTRIES INC             VA            X                      12/31/03

TORO CO                                 DE                            X      02/12/04

TOTAL ENTERTAINMENT RESTAURANT CORP     DE                    X              02/11/04

TOWER AUTOMOTIVE INC                    DE                X           X      02/12/04

TRIAD AUTOMOBILE  RECEIVABLES TRUST 2   CA            X   X                  02/12/04

TRIAD AUTOMOBILE RECEIVABLES TRUST 20   DE            X   X                  02/12/04

TRIAD AUTOMOBILE RECEIVABLES TRUST 20   CA            X   X                  02/12/04

TRIPOS INC                              UT                    X              12/31/03

TRIZEC PROPERTIES INC                   DE                X           X      02/12/04

TRUMP HOTELS & CASINO RESORTS INC       DE                X   X       X      02/12/04

TRUSTMARK CORP                          MS            X                      02/12/04

TWINLAB CORP                            DE                X   X              02/12/04

TXU CORP /TX/                           TX                            X      02/12/04

UICI                                    DE                X           X      02/11/04

ULTIMATE SOFTWARE GROUP INC             DE                X           X      02/11/04

UNITED INDUSTRIES CORP                  DE                            X      02/11/04

UNIVERSAL STAINLESS & ALLOY PRODUCTS    DE            X   X                  02/12/04

UNIVERSAL TECHNICAL INSTITUTE INC       DE                X           X      02/11/04

URANIUM POWER CORP                                    X   X                  02/11/04

US GLOBAL NANOSPACE  INC                DE            X   X                  02/12/04

UTAH CLAY TECHNOLOGY INC                UT    X                              12/24/03

VALENCE TECHNOLOGY INC                  DE                X           X      02/12/04

VALUECLICK INC/CA                       DE                            X      02/12/04

VENTURE CATALYST INC                    UT                X           X      02/12/04

VENTURI PARTNERS INC                    DE                X   X       X      02/12/04

VG TECH INC                             NV            X                      02/12/04

VIALINK CO                              DE            X                      02/10/04

VITRAN CORP INC                                       X                      02/11/04

VIVUS INC                               CA            X   X                  02/12/04

WASTE MANAGEMENT INC                    DE                X   X       X      02/12/04

WATCHGUARD TECHNOLOGIES INC             DE                X           X      02/12/04

WATERFORD GAMING LLC                    DE            X                      02/12/04

WELLS FARGO ASSET SECURITIES CORP       DE            X   X                  02/12/04

WELLS FARGO ASSET SECURITIES CORP       DE            X   X                  02/12/04

WESCO INTERNATIONAL INC                 DE                            X      02/12/04

WESTERN WIRELESS CORP                   WA                X   X              02/12/04

WHOLE FOODS MARKET INC                  TX                X           X      02/11/04

WILMINGTON REXFORD INC                  DE          X     X                  12/05/03

WINDSORTECH INC                         DE                X           X      02/04/04

WINMARK CORP                            MN                X   X       X      02/11/04

WINSTON HOTELS INC                      NC                X           X      02/12/04

WITS BASIN PRECIOUS MINERALS INC        MN      X     X   X                  02/06/04

WORLDCOM INC                            GA            X   X                  02/12/04

WRIGHT MEDICAL GROUP INC                DE                X           X      02/12/04

WTC INDUSTRIES INC                      DE                X           X      02/10/04    AMEND

WYNDHAM INTERNATIONAL INC               DE                            X      02/11/04

XM SATELLITE RADIO HOLDINGS INC         DE                            X      02/12/04

YOUBET COM INC                          DE                X           X      02/12/04

ZENITH NATIONAL INSURANCE CORP          DE            X   X                  02/11/04

CORVIS CORP                             DE            X   X           X      02/12/04

REGISTER COM INC                        DE                X           X      02/12/04