SEC NEWS DIGEST

Issue 2002-219                                             November 13, 2002

COMMISSION ANNOUNCEMENTS
     

SEC ACCEPTS RESIGNATION OF JUDGE WEBSTER
     
     On Nov. 12, Chairman Harvey L. Pitt accepted on behalf of the Commission
     the  resignation of William H. Webster as chairman of the Public Company
     Accounting Oversight Board.
     
     Chairman  Pitt said, "I regret that Judge William Webster has chosen  to
     resign  as  Chairman of the Public Company Accounting  Oversight  Board.
     Judge Webster's proven integrity and long record of accomplishment would
     have served the American people well, as it has time and time again.
     
     I  am  deeply grateful to Judge Webster for having agreed to  step  back
     into  public  service  and lead the Public Company Accounting  Oversight
     Board  through  the  critical challenges it will  face.  I  continue  to
     believe  that  investors  would  have  benefited  from  Judge  Webster's
     dedication  to the best interest of the American people."   (Press  Rel.
     2002-159)

COMMISSION SELECTS ACTING CHIEF ACCOUNTANT
                                      
     On  Nov.  12,  Chairman  Harvey L. Pitt announced  that  the  Commission
     unanimously selected Jackson M. Day as Acting Chief Accountant  for  the
     SEC.   Day,  38, has served as the Commission's Deputy Chief  Accountant
     since Sept. 15, 2000.  Prior to joining the Commission's staff, Day  was
     a partner in Ernst & Young's National Office of Professional Practice in
     New  York.   Day graduated in 1986 from Kansas State University  with  a
     B.S. in Business Administration.  (Press Rel. 2002-160)

REPORT  TO  THE SEC REGARDING ARBITRATOR CONFLICT DISCLOSURE REQUIREMENTS  IN
NASD AND NYSE SECURITIES ARBITRATIONS

     The Commission released a report prepared at the Commission's request by
     Professor   Michael  Perino,  an  associate  professor  of  St.   John's
     University School of Law and currently a visiting professor at  Columbia
     Law School.
     
     The Commission had asked Perino to assess whether the current disclosure
     requirements in NASD and NYSE arbitration procedures should be  modified
     to  reflect  any  of  the  disclosure concepts in California's  recently
     adopted arbitration rules.

     SEC  Chairman  Harvey L. Pitt said, "Professor Perino's report  makes  a
     significant contribution to our understanding of disclosure requirements
     in  arbitration procedures and to the interests of investors.  I commend
     and thank him for his substantial service to the public in this matter."
     
     Perino's  report  concludes that there is little if any indication  that
     undisclosed  conflicts represent a significant problem in NASD  or  NYSE
     (collectively,  SROs) arbitrations.  As a result, his  report  concludes
     that having the SROs adopt the California arbitration rules would likely
     yield  very  few benefits for investors.  At the same time,  his  report
     concludes  that  adopting the California arbitration  rules  may  impose
     significant costs and may have significant unintended consequences  that
     may reduce investors' perceptions of the fairness of SRO arbitrations.

     Perino's   report  also  finds  that  while  the  current  SRO  conflict
     disclosure   requirements   generally  appear   adequate,   some   minor
     enhancements  to  disclosure  and  other  related  rules   may   provide
     additional  assurance to investors that arbitrators are in fact  neutral
     and  impartial.  For this reason, his report recommends that  the  SROs:
     (1)  amend  their  arbitration  rules to  emphasize  that  all  conflict
     disclosures  are  mandatory; (2) re-examine the current  definitions  of
     public and non-public arbitrators; (3) provide greater transparency with
     respect to challenges for cause by including the cause standard in their
     rules; and (4) sponsor independent research to evaluate the fairness  of
     SRO  arbitrations.  The SROs have represented to Perino that they  would
     follow these recommendations.

     A  copy of the report can be found on the Market Regulation Web page  of
     the Commission's Web site (www.sec.gov).   (Press Rel. 2002-161)

ORDER OF SUSPENSION OF TRADING
     
     The  Commission announced the temporary suspension, pursuant to  Section
     12(k)  of  the  Securities Exchange Act of 1934 (the Exchange  Act),  of
     trading  of  the securities of 800AMERICA.COM, INC. (800America)  (stock
     symbol ACCO), of New York, New York at 11:00 a.m. EST on Wednesday, Nov.
     13,  2002  and  terminating at 11:59 p.m. EST on Tuesday,  November  26,
     2002.
     
     The  Commission  temporarily  suspended trading  in  the  securities  of
     800America  because  of  questions that  have  been  raised  about:  the
     accuracy  and adequacy of publicly disseminated information  concerning,
     among  other  things,  the  earnings,  revenues,  expenses,  and  assets
     reported by 800America in its public filings since at least Jan.1, 2000;
     unregistered  offerings being conducted by, among  others,  800America's
     Chief  Executive  Officer; the criminal history  of  800America's  Chief
     Executive  Officer; the identity of persons in control of the operations
     and  management of 800America; and the criminal history of a  person  in
     control of the operations and management of 800America.
     
     The  Commission  cautions broker-dealers, shareholders, and  prospective
     purchasers that they should carefully consider the foregoing information
     along with all other currently available information and any information
     subsequently issued by the company.
     
     Further,  brokers and dealers should be alert to the fact that, pursuant
     to  Rule  15c2-11  under  the Exchange Act, at the  termination  of  the
     trading  suspension, no quotation may be entered unless and  until  they
     have  strictly complied with all of the provisions of the rule.  If  any
     broker  or dealer has any questions as to whether or not he has complied
     with the rule, he should not enter any quotation but immediately contact
     the  staff of the Securities and Exchange Commission in Washington, D.C.
     If any broker or dealer is uncertain as to what is required by Rule 15c2-
     11,  he should refrain from entering quotations relating to 800America's
     securities until such time as he has familiarized himself with the  rule
     and  is certain that all of its provisions have been met.  If any broker
     or  dealer  enters any quotation which is in violation of the rule,  the
     Commission will consider the need for prompt enforcement action.
  
     If any broker-dealer or other person has any information that may relate
     to  this  matter,  they  should  immediately  communicate  it  to  Barry
     Rashkover  of  the  Northeast  Regional Office  of  the  Securities  and
     Exchange Commission at (646) 428-1856.  (Rel. 34-46820)

ENFORCEMENT PROCEEDINGS
     

SEC  SUSPENDS  FORMER  REGIONAL CONTROLLER OF EA  ENGINEERING,  SCIENCE,  AND
TECHNOLOGY, INC. FROM PRACTICING BEFORE THE COMMISSION AS AN ACCOUNTANT
     
     The Commission today announced that on Nov. 12 the Commission issued  an
     Order  in a settled administrative proceeding against Stephen R.  Becker
     (Becker),  a former Regional Controller of EA Engineering, Science,  and
     Technology,  Inc.  (EA  Engineering), pursuant to  Rule  102(e)  of  the
     Commission's  Rules  of  Practice.   The  Order  suspends  Becker   from
     appearing or practicing before the Commission as an accountant, with the
     right to apply for reinstatement after three years, and is based on  the
     entry  of an injunction against Becker in the Commission's settled civil
     action  recently  filed  in  U.S. District Court  for  the  District  of
     Columbia,  SEC  v. Stephen R. Becker, Civil Action No.  02CV02126  (JDB)
     (D.D.C.  filed Oct. 30, 2002).  The Commission's complaint in the  civil
     action  alleged that Becker violated the antifraud, periodic  reporting,
     and  corporate record keeping provisions of the federal securities  laws
     by  concealing  project  contract losses at EA  Engineering  during  the
     company's  fiscal  year ended August 31, 1999.  The  Commission  alleged
     that  Becker hid the project contract losses by intentionally  recording
     $1,469,000  of  fictitious  revenue (in the form  of  unbilled  accounts
     receivable)  on  the  company's  books.  Becker,  without  admitting  or
     denying  the allegations in the complaint, consented to the entry  of  a
     final  judgment permanently enjoining him from violations of the federal
     securities  laws  and  ordering him to pay  a  civil  money  penalty  of
     $20,000.   The  injunction was entered on Oct. 31,  2002.   Simultaneous
     with  the  institution  of  the administrative proceeding,  and  without
     admitting or denying the substantive findings contained therein,  Becker
     consented  to the issuance of the Commission Order suspending  him  from
     practicing  before  the  Commission.   EA  Engineering,  which  has  its
     principal  executive  offices  in Hunt Valley,  Maryland,  is  primarily
     engaged in the business of energy, environmental, and health and  safety
     consulting.  In Sept. 2001, the company was taken private pursuant to  a
     management-led tender offer.   (Rel. 34-46813; AAE Rel. 1660; File No. 3-
     10932)

SEC   INSTITUTES  PROCEEDINGS  AGAINST  ERNST  &  YOUNG  TO  RESOLVE  AUDITOR
INDEPENDENCE  ALLEGATIONS  STEMMING FROM JOINT  BUSINESS  RELATIONSHIPS  WITH
AUDIT CLIENT
     
     On  Nov. 13, the Commission instituted public administrative proceedings
     against  Ernst & Young LLP (E&Y) in an auditor independence case arising
     from  E&Y's joint business relationships with one of its audit  clients.
     The  proceedings are substantially similar to proceedings the Commission
     instituted  against  E&Y  on May 20, 2002 (see Rel.  No.  34-45964)  but
     dismissed without prejudice on October 23, 2002 (see Rel. No. 34-46710).
          
     As   reflected  in  today's  order  instituting  the  proceedings,   the
     Commission's  Division of Enforcement (Division)  and  Office  of  Chief
     Accountant  (OCA)  allege  that E&Y violated  the  auditor  independence
     requirements imposed by the Commission's rules and by generally accepted
     auditing  standards  in connection with E&Y's audits  of  the  financial
     statements  of  PeopleSoft Inc. from 1994 through 2000,  which  occurred
     during  the same period as the joint business relationships.   According
     to  the  allegations made by the Division and OCA, E&Y violated Rule  2-
     02(b) of Commission Regulation S-X and caused PeopleSoft to file reports
     and  other documents with the Commission throughout the relevant  period
     that  failed  to include independently audited financial  statements  as
     required.   The  Division  and OCA are seeking  an  order,  pursuant  to
     Section  8A  of  the  Securities Act of 1933  and  Section  21C  of  the
     Securities  Exchange Act of 1934 (Exchange Act), that would require  E&Y
     to  cease and desist from committing or causing such violations and  any
     future violations and to disgorge the audit-related fees it was paid for
     the  audits in question.  The Division and OCA are also seeking an order
     sanctioning  E&Y for engaging in "improper professional conduct"  within
     the  meaning  of Commission Rule 102(e) and newly-enacted  Exchange  Act
     Section 4C, which was added by Section 602 of the Sarbanes-Oxley Act  of
     2002.
          
     Among  other  things, the Division and OCA allege that,  while  E&Y  was
     serving  as  PeopleSoft's auditor, E&Y and PeopleSoft jointly  developed
     and  marketed a software product called "EY/GEMS for PeopleSoft,"  which
     incorporated certain components of PeopleSoft's proprietary source  code
     into software previously developed and marketed by E&Y's tax department.
     According to the allegations, E&Y sought to gain a competitive advantage
     by  incorporating PeopleSoft's source code into its product, and  agreed
     to  pay  PeopleSoft royalties ranging from 15% to 30% from each sale  of
     the  resulting product, with a guaranteed minimum royalty  of  $300,000.
     In  addition, the Division and OCA allege that, throughout the  relevant
     period,  E&Y  earned  hundreds  of millions  of  dollars  in  consulting
     revenues  from  implementing  PeopleSoft  software  for  third   parties
     pursuant   to  an  "Implementation  Partners  Agreement"  it  had   with
     PeopleSoft.   In  doing  so, the Division and OCA  allege,  E&Y  closely
     coordinated  and  jointly  marketed  its  implementation  services  with
     PeopleSoft,  including reciprocal endorsements of each other,  links  to
     each other's websites, holding themselves out as "business partners"  of
     one  another,  and  sharing customer information,  customer  leads,  and
     "target accounts."
     
     As  noted in today's order, this is the second auditor independence case
     the Commission has commenced against E&Y.  In 1991, the Commission filed
     a  complaint in federal court charging that E&Y, by failing to  maintain
     its  independence, caused and aided and abetted violations by two  other
     audit  clients of their Exchange Act filing obligations.  That case  was
     settled  in 1995 with E&Y consenting to a Final Order directing  E&Y  to
     comply   with   an   undertaking  to  comply  with  applicable   auditor
     independence  standards  and guidelines.  See  Litigation  Release  Nos.
     12885 (June 13, 1991) and 14442 (March 15, 1995).
          
     A hearing in the present case will be scheduled before an administrative
     law  judge  to determine whether the allegations contained in the  order
     are true, to afford E&Y an opportunity to establish any defenses, and to
     determine what remedial actions or sanctions, if any, should be  imposed
     against  E&Y.    (Rels. 33-8146; 34-46821; AAE Rel. 1661;  File  No.  3-
     10933)

SEC v. RUSSO SECURITIES, INC. AND KIMBERLY KENT

     On  Nov.  12,  the Commission filed an application in federal  court  in
     Manhattan  for  an  order  commanding a  brokerage  firm  and  a  former
     financial principal of the firm to pay civil penalties that were imposed
     against  them  in  an  earlier  administrative  proceeding  before   the
     Commission.  Section 21(e) of the Securities Exchange Act of 1934  gives
     federal courts the power to enforce administrative orders issued by  the
     Commission.
          
     Named in the proceeding are Russo Securities, Inc., a registered broker-
     dealer located in Staten Island, New York, and Kimberly Kent, age 39 and
     a  resident  of  New  York,  New  York,  Russo's  former  financial  and
     operations principal.
          
     On  April  17, 2001, the Commission issued an order finding  that  Russo
     Securities  violated the net capital rules applicable to  broker-dealers
     by  claiming  to own securities that did not yet exist,  and  that  Kent
     caused  the  firm  to  commit  those violations.   In  that  order,  the
     Commission:   (1) suspended Kent from association with any broker-dealer
     for  one year; (2) ordered Russo and Kent to cease and desist from  such
     violations; and (3) ordered Russo to pay a civil penalty of $75,000  and
     Kent  to  pay  a  civil penalty of $25,000.  The Commission  stayed  the
     obligation  to pay the civil penalties while Russo and Kent  pursued  an
     appeal  in  federal court.  After Russo and Kent abandoned their  appeal
     earlier  this year, the Commission issued an order requiring both  Russo
     and  Kent to pay the civil penalties within ten business days.   Neither
     Russo nor Kent complied with that order.
     
     United States District Judge Milton Pollack of the Southern District  of
     New  York issued an order on Nov. 12 directing Russo and Kent to  appear
     at  a hearing on the Commission's application on Nov. 26, 2002, and show
     cause  why the Commission's application should not be granted.  [SEC  v.
     Russo Securities, Inc. and Kimberly Kent, Docket No. M 18-304 SDNY] (LR-
     17834)
     
SEC  FILES  EMERGENCY ACTION TO HALT ONGOING FRAUD BY COMPANY  CONTROLLED  BY
CRIMINAL RECIDIVISTS
     
     The  Commission  today brought an emergency action in federal  court  in
     Manhattan   to   halt   an  ongoing  fraud  by  800  America.com,   Inc.
     (800America),  an Over-the-Counter Bulletin Board company and  purported
     internet  retailer;  David  Elie Rabi (Rabi), chief  executive  officer,
     chief  financial officer, and a director of 800America; and Tillie  Ruth
     Steeples  (Steeples), an undisclosed control person of 800America.   The
     Commission  alleges that the defendants falsified financial results  for
     800America  since  at  least 2000, unlawfully  sold  unregistered  stock
     through  nominee accounts, failed to disclose the criminal histories  of
     Rabi and Steeples, and made other misrepresentations.
     
     The  Commission has moved for a temporary restraining order, preliminary
     injunction and other interim relief to preserve the status quo.  Pending
     the  outcome of that motion, on the Commission's application, the  court
     has  temporarily  restrained the defendants  from  violating  antifraud,
     registration, and books and records provisions of the Securities Act  of
     1933  (Securities Act) and the Securities Exchange Act of 1934 (Exchange
     Act).  The court's order also provides that, pending the outcome of  the
     preliminary  injunction  motion:   (a) defendants'  assets  and  certain
     nominee  brokerage accounts are frozen; (b) the defendants are  required
     to  submit accountings; (c) a temporary receiver has been appointed over
     800America;  (d) Rabi and Steeples are temporarily enjoined from  acting
     as  officers or directors of public companies and from participating  in
     the  offering of penny stocks; (e) the defendants must repatriate assets
     held abroad; (f) the parties may engage in expedited discovery; (g)  the
     defendants are prohibited from destroying documents and other  evidence;
     and  (h)  the  defendants are prohibited from tampering with  witnesses,
     suborning perjury or otherwise impeding this case.

     Specifically, the complaint alleges that:
          
       *  To create the image of a vibrant enterprise, the defendants fraudulently
          reported millions in fictitious earnings, revenues, expenses, and assets. To
          conceal the true results, they created fictitious periodic bank statements,
          checks, invoices and a general ledger, which they supplied to 800America's
          auditor.
          
       *  Rabi and Steeples are selling unregistered 800America stock through
          nominee accounts in violation of  the registration provisions of the
          securities laws, and at a substantial profit to themselves.  Rabi and
          Steeples also misappropriated company assets.

       *  800America issued a press release falsely denying Rabi's criminal past
          and failed to disclose that Steeples is a control person of the company.  The
          company's most recent 10-KSB lists as officers and directors several
          individuals who either have left the company or cannot be located by the
          company.
          
          As to the three defendants, the complaint alleges that:
               
               1.    800America  is  a Nevada corporation, has  an  executive
          office  in New York, and has operations at 1301 North Mount  Juliet
          Road,  Mount  Juliet, Tennessee.  800America purports  to  own  and
          operate  several  Internet websites that retail  various  products,
          particularly clothing, or that provide links to websites  of  other
          retailers.
               
               2.    Rabi,  age  approximately 62,  is  the  Chief  Executive
          Officer,  the Chief Financial Officer, a Director, and the majority
          shareholder  of  800America.   Rabi  also  served  as  800America's
          President for most of the period from July 9, 1999 through  January
          2002.   On  Jan. 3, 1997, Rabi pleaded guilty in McCracken  County,
          Kentucky, to state felony charges of securities fraud, acting as an
          unregistered  broker-dealer, and selling  unregistered  securities.
          Rabi  was sentenced to four years imprisonment, which was commuted,
          based  on the four years Rabi had already served in Tennessee state
          prison fighting extradition to Kentucky on these charges.
               
               3.    Steeples,  age  55,  is  not  disclosed  as  having  any
          affiliation with 800America in 800America's public filings, but  is
          acting  as  an  undisclosed control person of the  company.   Among
          other things, she controls some of 800America's bank accounts,  and
          represents that she is 800America's Secretary, both in her own name
          and under the alias "Ruth Walley."  On Nov. 14, 1996, in Nashville,
          Tennessee,  Steeples pleaded guilty to delivering  cocaine  into  a
          prison.  Steeples was sentenced to six years imprisonment for  this
          conduct,  and  was incarcerated from January 1, 1997  to  Nov.  24,
          1999.
               
     The  complaint charges violations of Sections 5(a), 5(c), and  17(a)  of
     the Securities Act, Sections 10(b), 13(a), and 13(b)(2), 13(b)(5) of the
     Exchange  Act, and Rules 10b-5, 12b-20, 13a-1, 13a-13, Rules 13b2-1  and
     13b2-2  thereunder.   As  final relief, the Commission  seeks  permanent
     injunctions,  disgorgement  of  all ill-gotten  gains  plus  prejudgment
     interest;  civil penalties; and, against Rabi and Steeples, final  penny
     stock  and  officer and director bars and a forfeiture  of  stock  under
     their  control.   The  litigation is pending.  [SEC  v.  800America.com,
     Inc., et al., S.D.N.Y. 02 Civ. 9046] (LR-17835; AAE Rel. 1662)
     

INVESTMENT  COMPANY ACT RELEASES
     

GC&H INVESTMENTS, LLC, ET AL.

     A  notice has been issued giving interested persons until Dec. 3,  2002,
     to  request a hearing on an application filed by GC&H Investments,  LLC,
     et  al.  for an order to exempt certain investment funds formed for  the
     benefit  of eligible current and former employees of Cooley Godward  LLP
     and  its  affiliates  from certain provisions of the Investment  Company
     Act.  Each fund will be an "employees' securities company" as defined in
     Section 2(a)(13) of the Act.  (Rel. IC-25799 - Nov. 8)

FORTIS BENEFITS INSURANCE COMPANY, ET AL.

     A  notice has been issued giving interested persons until Dec. 3,  2002,
     to  request  a  hearing  on  an application  filed  by  Fortis  Benefits
     Insurance Company (Fortis Benefits), First Fortis Life Insurance Company
     (First  Fortis), Variable Account D of Fortis Benefits Insurance Company
     (Account  D),  and  Separate Account A of First  Fortis  Life  Insurance
     Company  (Account A) (together, Applicants).  The Applicants request  an
     order  pursuant to Section 26(c) of the Investment Company Act to permit
     Fortis  Benefits and First Fortis to substitute shares of  the  Mid  Cap
     Growth  Fund  II of Strong Variable Insurance Funds, Inc.  (Strong)  for
     shares  of  the  Discovery  Fund  II  of  Strong,  and  shares  of   the
     International Portfolio of Alliance Variable Products Series Funds, Inc.
     for  shares of the International Stock Fund II of Strong held by Account
     D and Account A to support variable annuity contracts.  (Rel. IC-25800 -
     Nov. 8)

GDC PARTNERS FUND, LLC, ET AL.

     An  order has been issued on an application filed by GDC Partners  Fund,
     LLC,  et al. under Sections 6(b) and 6(e) of the Investment Company Act.
     The  order  exempts certain investment funds formed for the  benefit  of
     eligible  current and former employees of Gibson, Dunn  &  Crutcher  LLP
     from  certain  provisions of the Act.  Each fund will be an  "employees'
     securities company" within the meaning of Section 2(a)(13) of  the  Act.
     (Rel. IC-25801 - Nov. 12)
     

HOLDING  COMPANY ACT RELEASES
     

ALLIANT ENERGY CORPORATION, ET AL.

     A  notice has been issued giving interested persons until Dec. 3,  2002,
     to  request  a  hearing on a proposal by Alliant Energy  Corp.  (Alliant
     Energy),  a  registered holding company, and certain of its  direct  and
     indirect subsidiaries, to modify certain existing conditions imposed  by
     prior  Commission order dated Oct. 3, 2001 (HCAR No. 27448) relating  to
     securities  issuances by Alliant Energy, including a modification  of  a
     cost of funds limitation on short-term debt issuances.  (Rel. 35-27598)

ALLIANT ENERGY CORPORATION, ET AL.

     A notice has been issued giving interested persons until Dec. 3, 2002 to
     request  a  hearing  on  a  proposal by Alliant  Energy  Corp.  (Alliant
     Energy),  a  registered holding company, and certain of its  direct  and
     indirect  subsidiaries,  including Interstate Power  and  Light  Company
     (IP&L),  a  wholly  owned public-utility company subsidiary  of  Alliant
     Energy,  to  modify the existing cost of funds limitation on  short-term
     debt  issuances  by Alliant Energy and IP&L imposed by prior  Commission
     order dated June 21, 2002 (HCAR No. 27542).  (Rel. 35-27598)

INTERSTATE POWER AND LIGHT COMPANY

     A  notice has been issued giving interested persons until Dec. 3,  2002,
     to request a hearing on a proposal by Interstate Power and Light Company
     (Applicant), a wholly owned public utility subsidiary of Alliant  Energy
     Corporation,  a  registered holding company  has  filed  an  application
     requesting  authority to acquire special purpose subsidiaries  to  issue
     preferred securities.  In addition, Applicant proposes to directly issue
     preferred  stock,  subordinated debentures and  guarantees.   (Rel.  35-
     27598)
     
UNION ELECTRIC COMPANY

     A  notice has been issued giving interested persons until Dec. 3,  2002,
     to request a hearing on a proposal by Union Electric Company (AmerenUE),
     an  electric  and  gas  utility  subsidiary  of  Ameren  Corporation,  a
     registered  holding company.  AmereUE proposes to sell to  the  City  of
     Bowling  Green,  Missouri  (Bowling Green) certain  electric  generating
     facilities.   AmereUE  also proposes to concurrently  lease  back  those
     facilities from Bowling Green for a period of 20 years.  (Rel. 35-27598)

E.ON AG

     A  notice has been issued giving interested persons until Dec. 3,  2002,
     to  request  a  hearing  on a proposal by E.ON AG (E.ON),  a  registered
     holding company.  E.ON requests an extension of the time set by a  prior
     Commission  order  to  divest  part of its  interest  in  an  affiliated
     company, Hypo-Vereinsbank AG.  (Rel. 35-27599)
     
NATIONAL FUEL GAS COMPANY, ET AL.

     An order has been issued authorizing National Fuel Gas Company (NFG),  a
     registered  holding company, National Fuel Gas Distribution Corporation,
     National  Fuel  Gas Supply Corporation, Horizon Energy Development  Inc.
     and  its  subsidiaries, Highland Forest Resources Inc., Leidy Hub  Inc.,
     Data-Track Account Services Inc., Seneca Independence Pipeline  Company,
     Seneca Resources Corporation and its subsidiaries, Upstate Energy  Inc.,
     Niagara Independence Marketing Company, National Fuel Resources Inc. and
     Horizon  Power  Inc.  to: a) carry out a program of external  financing,
     credit  support  arrangements,  and intrasystem  financing;  b)  acquire
     financing subsidiaries and special purpose subsidiaries; c) continue the
     NFG  money pool; d) enter into hedging transactions; e) make changes  in
     the capital structure of majority-owned nonutility subsidiaries; and  f)
     reorganize nonutility subsidiaries.  Authority for the various  requests
     is granted for the period through Dec. 31, 2005.  (Rel. 35-27600)

SELF-REGULATORY ORGANIZATIONS
     

IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE

     A proposed rule change (SR-PCX-2002-68) filed by the Pacific Exchange to
     amend  its schedule of fees and charges to increase the user transaction
     credit  for  certain  transactions in American Depositary  Receipts  has
     become  effective  under Section 19(b)(3)(A) of the Securities  Exchange
     Act  of  1934.   Publication of the notice in the  Federal  Register  is
     expected during the week of Nov. 11.  (Rel. 34-46784)

ACCELERATED APPROVAL OF A PROPOSED RULE CHANGE

     The  Commission  has  granted accelerated approval of  a  proposed  rule
     change  and  Amendment No. 1 thereto (SR-Amex-2002-55) by  the  American
     Stock  Exchange  to  instituting a pilot program to  amend  the  listing
     standards  for  closed-end  management investment  companies  registered
     under  the  Investment Company Act.  Publication of the  notice  in  the
     Federal  Register  is expected during the week of Nov.  11.   (Rel.  34-
     46785)

PROPOSED RULE CHANGE

     The  Pacific Exchange filed a proposed rule change (SR-PCX-2002-36)  and
     Amendment No. 1 thereto relating to the Exchange's new trading  platform
     for  options,  PCX  Plus.   Publication of the  notice  in  the  Federal
     Register is expected during the week of Nov. 11.  (Rel. 34-46803)

DELISTINGS GRANTED

     An  order has been issued granting the application of the American Stock
     Exchange to strike from listing and registration the Common Stock,  $.01
     par  value,  of  The  Morgan Group, Inc., effective at  the  opening  of
     business on Nov. 12, 2002.  (Rel. 34-46793)
     
     
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     BAXTER INTERNATIONAL INC, ONE BAXTER PKWY, DF2-2W, DEERFIELD, IL,
        60015, 8479482000 - 0 ($2,000,000,000.00) Debt Convertible into Equity,
        (File 333-101122 - Nov. 12) (BR. 36)

S-8     MARINER HEALTH CARE INC, ONE RAVINA DR STE 1500, STE 800, ATLANTA, GA,
        30346, 6784437000 - 0 ($3,521,000.00) Equity, (File 333-101123 -
        Nov. 12) (BR. 08)

S-8     MARINER HEALTH CARE INC, ONE RAVINA DR STE 1500, STE 800, ATLANTA, GA,
        30346, 6784437000 - 0 ($35,641,737.00) Equity, (File 333-101124 -
        Nov. 12) (BR. 08)

S-8     KOMAG INC /DE/, 1710 AUTOMATION PWY, SAN JOSE, CA, 95131, 4085762000 -
        0 ($9,062,500.00) Equity, (File 333-101125 - Nov. 12) (BR. 02)

S-1     MARINER HEALTH CARE INC, ONE RAVINA DR STE 1500, STE 800, ATLANTA, GA,
        30346, 6784437000 - 0 ($17,116,634.00) Equity, (File 333-101126 -
        Nov. 12) (BR. 08)

S-3     COMMONWEALTH TELEPHONE ENTERPRISES INC /NEW/, 100 CTE DRIVE,
        PO BOX 800, DALLAS, PA, 18612-9799, 7176742700 -
        4,741,326 ($176,946,287.00) Equity, (File 333-101127 - Nov. 12) (BR. 37)

S-8     TORVEC INC, 11 POND VIEW DRIVE, PITTSFORD, NY, 14534, 7162488549 -
        250,000 ($362,500.00) Equity, (File 333-101130 - Nov. 12) (BR. 05)

S-8     FLEMING COMPANIES INC /OK/, 1945 LAKEPOINTE DRIVE, LEWISVILLE, TX,
        73126, 4058407200 - 0 ($30,200,000.00) Equity, (File 333-101131 -
        Nov. 12) (BR. 04)

S-1     SALOMON SMITH BARNEY DIVERSIFIED 2000 FUTURES FUND LP,
        390 GREENWICH STREET, 1ST FLOOR, NEW YORK, NY, 10013, 2127235424 -
        0 ($48,000,000.00) Limited Partnership Interests, (File 333-101132 -
        Nov. 12) (BR. 08)

SB-2    HIGHLAND CLAN CREATIONS CORP, 10654 WHYTE AVENUE, SUITE 219,
        EDMONTON ALBERTA, A0, T6E2A7, 6043280314 -
        1,900,000 ($285,000.00) Equity, (File 333-101133 - Nov. 12) (BR. )

S-8     CITIGROUP INC, 399 PARK AVENUE, NEW YORK, NY, 10043, 2125591000 -
        0 ($188,100,102.00) Equity, (File 333-101134 - Nov. 12) (BR. 07)

SB-2    MAJESTIC SAFE-T-PRODUCTS LTD, 36,778,329 ($9,194,582.00) Equity,
        (File 333-101135 - Nov. 12) (BR. )

S-8     NII HOLDINGS INC, 10700 PARKRIDGE BLVD, SUITE 600, RESTON, VA, 20191,
        7034334000 - 0 ($5,555,555.00) Equity, (File 333-101136 - Nov. 12)
        (BR. 37)

S-8     NANOMETRICS INC, 310 DEGUIGNE DR, SUNNYVALE, CA, 94086, 4087461600 -
        1,200,000 ($5,196,000.00) Equity, (File 333-101137 - Nov. 12) (BR. 36)

SB-2    ESSENTIALLY YOURS INDUSTRIES INC, 2960 HOWARD HUGHES PKWY, SUITE 500,
        LAS VEGAS, NV, 89109, 7022968028 - 0 ($48,990,000.00) Equity,
        (File 333-101138 - Nov. 12) (BR. )

S-4     BB&T CORP, 200 WEST SECOND STREET, WINSTON-SALEM, NC, 27101,
        3367332000 - 0 ($54,397,122.00) Equity, (File 333-101139 - Nov. 12)
        (BR. 07)

F-10    TRANSCANADA PIPELINES LTD, 450 I STREET SW, P O BOX 1000 STATION M,
        CALGARY ALBERTA, A0, T2P 5H1, 4039207669 - 0 ($1,000,000,000.00) Other,
        (File 333-101140 - Nov. 12) (BR. 02)

S-3     IMPLANT SCIENCES CORP, 107 AUDUBON ROAD #5, WAKEFIELD, MA, 01880-1246,
        7812460700 - 0 ($3,480,000.00) Equity, (File 333-101141 - Nov. 12)
        (BR. 36)

S-8     BEAZER HOMES USA INC, 5775 PEACHTREE DUNW00DY RD, STE B 200, ATLANTA,
        GA, 30342, 4042503420 - 0 ($43,505,000.00) Equity, (File 333-101142 -
        Nov. 12) (BR. 06)

S-8     PLANAR SYSTEMS INC, 1400 NORTHWEST COMPTON DR, BEAVERTON, OR, 97008,
        5036901100 - 0 ($1,470,000.00) Equity, (File 333-101145 - Nov. 12)
        (BR. 36)

S-8     PLANAR SYSTEMS INC, 1400 NORTHWEST COMPTON DR, BEAVERTON, OR, 97008,
        5036901100 - 0 ($15,768,000.00) Equity, (File 333-101147 - Nov. 12)
        (BR. 36)

S-8     PLANAR SYSTEMS INC, 1400 NORTHWEST COMPTON DR, BEAVERTON, OR, 97008,
        5036901100 - 0 ($2,628,000.00) Equity, (File 333-101148 - Nov. 12)
        (BR. 36)

SB-2    JOVIAN ENERGY INC, 1401 BLAKE STREET, STE 200, DENVER, CO, 80202,
        3035721135 - 0 ($9,831,500.00) Equity, (File 333-101149 - Nov. 12)
        (BR. )

S-3     KROLL INC, 900 THIRD AVENUE, NEW YORK, NY, 10022, (212) 593-1000 -
        5,400,000 ($105,111,000.00) Equity, (File 333-101150 - Nov. 12) (BR. 08)

S-8     UNITED PANAM FINANCIAL CORP, 1300 SOUTH EL CAMINO REAL, SAN MATEO, CA,
        94402, 6503451800 - 0 ($30,018,625.00) Equity, (File 333-101151 -
        Nov. 12) (BR. 07)

S-8     FIRST PACTRUST BANCORP INC, 610 BAY BLVD, CHULA VISTA, CA, 91910,
        6196911519 - 79,207 ($1,199,986.05) Equity, (File 333-101152 - Nov. 12)
        (BR. 07)

S-3     AMERICAN SPECTRUM REALTY INC, 1800 EAST DEERE AVENUE, SANTA ANA, CA,
        92705, 0 ($3,716,524.00) Equity, (File 333-101154 - Nov. 12) (BR. 08)

S-3     MS STRUCTURED ASSET CORP, 1585 BROADWAY, NEW YORK, NY, 10036,
        2127611715 - 5,000,000,000 ($5,000,000,000.00) Asset-Backed Securities,
        (File 333-101155 - Nov. 12) (BR. 05)

S-4     FISERV INC, 255 FISERV DR, PO BOX 979, BROOKFIELD, WI, 53045,
        4148795000 - 0 ($9,882,851.16) Equity, (File 333-101156 - Nov. 12)
        (BR. 03)

S-8     KLEER VU INDUSTRIES INC/DE/, 601 HANSEN ST, KEMAH, TX, 77565,
        7136547777 - 0 ($80,000.00) Equity, (File 333-101158 - Nov. 12) (BR. 05)

S-1     INTEGRATED ALARM SERVICES GROUP INC, CAPITAL CENTER 99 PINE STREET,
        ALBANY, NY, 12207, 5184495131 - 0 ($13,594.53) Equity,
        (File 333-101159 - Nov. 12) (BR. )

S-8     SOUTHWESTERN ENERGY CO, 2350 N. SAM HOUSTON PARKWAY EAST, SUITE 300,
        HOUSTON, TX, 77032, 2816184700 - 300,000 ($3,306,000.00) Equity,
        (File 333-101160 - Nov. 12) (BR. 04)

S-8     ENGINEERED SUPPORT SYSTEMS INC, 201 EVANS LN, ST LOUIS, MO, 63121,
        3149935880 - 300,000 ($9,753,000.00) Equity, (File 333-101161 -
        Nov. 12) (BR. 06)

S-8     STARRETT L S CO, 121 CRESCENT ST, ATHOL, MA, 01331, 5082493551 -
        0 ($9,400,000.00) Equity, (File 333-101162 - Nov. 12) (BR. 06)

S-3     XEROX CORP, 800 LONG RIDGE RD, P O BOX 1600, STAMFORD, CT, 06904-1600,
        2039683000 - 0 ($1,014,000,000.00) Unallocated (Universal) Shelf,
        (File 333-101164 - Nov. 12) (BR. 03)

S-3     INERGY L P, TWO BRUSH CREEK, SUITE 200, KANSAS CITY, MS, 64112,
        8168428181 - 0 ($300,000,000.00) Unallocated (Universal) Shelf,
        (File 333-101165 - Nov. 12) (BR. 02)

SB-2    AGENESIS CORP, 3111 STERLING RD., SUITE 303 C, FORT LAUDERDALE, FL,
        33121, 9546109663 - 0 ($167.00) Equity, (File 333-101166 - Nov. 12)
        (BR. )

S-11    MAGUIRE PROPERTIES INC, 555 WEST FIFTH ST, STE 5000, LOS ANGELES, CA,
        90013, 2136263300 - 0 ($890,250,000.00) Equity, (File 333-101170 -
        Nov. 12) (BR. )

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
------------------------------------------------------------------------------------
ABFC MORTGAGE LOAN ASSET BACKED CERTI   DE            X   X       10/26/02

ACCRED HOME LNDRS INC AC MOR LN TR 20   DE            X   X       10/26/02

ACE SECURITIES CORP HOME EQUITY LOAN    DE            X   X       10/25/02

ADEPT TECHNOLOGY INC                    DE                    X   11/12/02

ADVA INTERNATIONAL INC                  DE            X   X       11/12/02

AES CORPORATION                         DE            X           11/12/02

AIRTRAX INC                             NJ                X   X   11/11/02

ALLIANCE DATA SYSTEMS CORP              DE            X   X       11/11/02

ALLIANT TECHSYSTEMS INC                 DE                    X   11/12/02

ALLIED WASTE INDUSTRIES INC             DE            X           11/12/02

ALPINE AIR EXPRESS INC/DE               DE          X             11/06/02

AMERICA FIRST APARTMENT INVESTORS INC   MD            X           12/31/02

AMERICA FIRST APARTMENT INVESTORS LP    DE            X           12/31/02

AMERICAN COMMERCIAL LINES LLC           DE                X   X   11/12/02

AMERISOURCEBERGEN CORP                  DE            X   X       11/12/02

AMNIS SYSTEMS INC                       DE          X     X       11/06/02

AMR CORP                                DE                    X   11/12/02

ANIXTER INTERNATIONAL INC               DE                    X   11/11/02

ANWORTH MORTGAGE ASSET CORP             MD                X   X   11/11/02

ARI NETWORK SERVICES INC /WI            WI                    X   11/08/02

ARIAD PHARMACEUTICALS INC               DE            X   X       11/11/02

ARIAD PHARMACEUTICALS INC               DE            X   X       11/08/02

ASSET BACKED FUNDING CORP ABFC ASST B   DE            X   X       10/26/02

ASSOCIATED AUTOMOTIVE GROUP INC         FL            X           09/30/02

ASTORIA FINANCIAL CORP                  DE                X   X   11/12/02

AT&T CORP                               NY            X   X       11/11/02

AUSPEX SYSTEMS INC                      DE                X   X   11/12/02

AUTONATION INC /FL                      DE            X   X       11/11/02

AVERY DENNISON CORPORATION              DE                    X   11/12/02

BALLY TOTAL FITNESS HOLDING CORP        DE            X   X       11/12/02

BAMS MORTGAGE PASS THROUGH CERTIFICAT   NC                X       10/25/02

BANC ONE FINANCIAL SERVICES HOME EQUI   NY            X   X       10/26/02

BANK OF AMERICA CORP /DE/               DE            X   X       11/01/02

BANKENGINE TECHNOLOGIES INC             FL          X X   X       11/12/02

BASIC TECHNOLOGIES INC                  CO                X       08/27/02   AMEND

BEAR STEARNS ASSET BACKED  CERT SERS    DE            X   X       10/26/02

BEAR STEARNS ASSET BACKED CERTIFICATE   DE            X   X       10/25/02

BEAR STEARNS ASSET BACKED SEC INC IR    DE            X   X       10/25/02

BEAR STEARNS ASSET BACKED SEC IRWIN H   DE            X   X       10/25/02

BEAR STEARNS ASSET BACKED SEC TR ASSE   NY            X   X       10/26/02

BEAR STEARNS AST BCK SEC INC MADISON    DE            X   X       10/25/02

BEDFORD PROPERTY INVESTORS INC/MD       MD      X                 09/30/02   AMEND

BINDVIEW DEVELOPMENT CORP               TX            X   X       11/06/02

BLUESTAR LEASING INC                    NV      X                 10/30/02

BNP RESIDENTIAL PROPERTIES INC          MD      X         X       09/18/02   AMEND

BOSTON CAPITAL TAX CREDIT FUND IV LP    DE            X           11/11/02

BOYD GAMING CORP                        NV            X   X       11/12/02

BROWN & BROWN INC                       FL            X           11/12/02

CABOT CORP                              DE                X   X   11/12/02

CADENCE DESIGN SYSTEMS INC              DE                X   X   11/12/02

CALL-SOLUTIONS INC                      CA            X           11/05/02

CALYPTE BIOMEDICAL CORP                 DE            X           11/08/02

CANARGO ENERGY CORP                     DE                X   X   11/11/02

CANARGO ENERGY CORP                     DE                X   X   11/04/02

CANNONDALE CORP /                       DE                    X   11/12/02

CAPITAL AUTO RECEIVABLES INC            DE            X   X       11/12/02

CAPITAL ONE MASTER TRUST                NY            X   X       10/09/02

CAPITAL ONE MASTER TRUST                NY            X   X       11/08/02

CAPITAL ONE MULTI ASSET EXECUTION TRU   DE            X   X       10/09/02

CAPITAL ONE MULTI ASSET EXECUTION TRU   DE            X   X       11/08/02

CBRE HOLDING INC                        DE                    X   11/06/02

CELERITEK INC/CA                        CA            X           10/29/02

CELERITEK INC/CA                        CA            X   X       11/11/02

CELLULAR TECHNICAL SERVICES CO INC      DE            X   X       11/08/02

CELSION CORP                            MD            X           11/08/02

CENTEX CONSTRUCTION PRODUCTS INC        DE                X   X   11/12/02

CENTEX CORP                             NV                X   X   11/12/02

CERTEGY INC                             GA            X   X       11/12/02

CFS BANCORP INC                         DE            X   X       10/21/02

CHAMPION ENTERPRISES INC                MI                X   X   11/12/02

CIRCLE GROUP INTERNET INC               IL          X     X       11/06/02

CIRCLE GROUP INTERNET INC               IL                X       08/27/02   AMEND

CIRCOR INTERNATIONAL INC                DE                    X   11/12/02

CITIZENS COMMUNICATIONS CO              DE                    X   11/12/02

CLC HEALTHCARE INC                      NV                    X   11/12/02

COCA COLA ENTERPRISES INC               DE            X   X       11/11/02

COMPUTER TASK GROUP INC                 NY                    X   10/14/02   AMEND

CONTINENTAL INFORMATION SYSTEMS CORP    NY            X           11/08/02

CONVERGYS CORP                          OH                X   X   11/12/02

CORNING INC /NY                         NY            X       X   11/12/02

COUNTRYWIDE CREDIT INDUSTRIES INC       DE                    X   11/12/02

CREDIT & ASSET REPACKAGING VEHICLE CO   DE                X       11/01/02

CRIIMI MAE FINANCIAL CORP               MD            X           11/01/02

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       05/25/02

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       06/25/02

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       08/25/02

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       09/25/02

CSFB MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       10/25/02

CURTISS WRIGHT CORP                     DE      X         X       10/29/02

DALEEN TECHNOLOGIES INC                 DE            X           11/08/02

DANIELSON HOLDING CORP                  DE                X   X   11/12/02

DECKERS OUTDOOR CORP                    DE            X   X       11/08/02

DEERE & CO                              DE                    X   11/11/02

DERMA SCIENCES INC                      PA      X         X       08/26/02   AMEND

DIANON SYSTEMS INC                      DE            X           11/12/02

DIGITAL COURIER TECHNOLOGIES INC        DE          X X           10/08/02

DIGITEC 2000 INC                        NV          X X           11/05/02

DISCOVERY LABORATORIES INC /DE/         DE            X   X       11/04/02

DISTINCTIVE DEVICES INC                 NY            X   X       11/05/02

DIVERSIFIED FINANCIAL RESOURCES CORP    DE      X         X       07/18/02   AMEND

DOANE PET CARE CO                       DE                X   X   11/11/02

DOLE FOOD COMPANY INC                   DE                X       11/10/02

DOLLAR GENERAL CORP                     TN            X   X       11/11/02

DT INDUSTRIES INC                       DE            X   X       11/08/02

DYNCORP                                 DE            X           11/12/02

E TRADE BANK ARM TRUST MORTGAGE PASS    DE            X   X       10/25/02

EDO CORP                                NY                    X   11/12/02

EMBREX INC/NC                           NC                    X   11/12/02

ENCORE CAPITAL GROUP INC                DE                X       11/08/02

EQUUS CAPITAL PARTNERS LP               DE          X             11/07/02

ESCO TECHNOLOGIES INC                   MO                X   X   11/12/02

ETHAN ALLEN INTERIORS INC               DE                    X   09/30/02

EXCALIBUR INDUSTRIES INC                DE          X             04/08/02

EXCO RESOURCES INC                      TX      X         X       11/01/02

EXUS NETWORKS  INC                      NV            X           10/28/02

EXXON MOBIL CORP                        NJ                    X   11/12/02

FARMER MAC MORTGAGE SECURITIES CORP     DE                X       11/15/02

FARMER MAC MORTGAGE SECURITIES CORP     DE                X       11/25/02

FARMER MAC MORTGAGE SECURITIES CORP     DE                X       11/25/02

FARMER MAC MORTGAGE SECURITIES CORP     DE                X       11/25/02

FARO TECHNOLOGIES INC                   FL            X   X       11/12/02

FIBERNET TELECOM GROUP INC\             DE            X   X       11/12/02

FINANCIAL ASSETS SEC CORP FIRST FRANK   DE            X   X       10/25/02

FIRST CAPITAL BANK HOLDING CORP         FL                    X   11/11/02

FIRST FINANCIAL BANCORP /OH/            OH                X   X   11/12/02

FIRST PACTRUST BANCORP INC              MD            X   X       11/08/02

FIVE STAR QUALITY CARE INC                      X         X       10/25/02

FLEXIBLE SOLUTIONS INTERNATIONAL INC    NV            X   X       11/12/02

FLORIDA COMMUNITY BANKS INC             FL            X           11/12/02

FMC TECHNOLOGIES INC                                      X   X   11/12/02

FORTUNE BRANDS INC                      DE                X   X   11/12/02

FUEL CENTERS INC                        NV          X     X       11/11/02

GEMSTAR TV GUIDE INTERNATIONAL INC      DE            X   X       11/07/02

GENERAL MILLS INC                       DE            X   X       11/11/02

GENERAL MILLS INC                       DE            X   X       10/28/02

GENUITY INC                             DE            X   X       11/11/02

GEORGIA PACIFIC CORP                    GA                X   X   11/12/02

GLOBAL YACHT SERVICES INC               NV          X     X       11/11/02

GREENWICH CAPITAL ACCEPTANCE INC        DE            X   X       11/07/02

GROUP 1 AUTOMOTIVE INC                  DE                    X   11/12/02

GS MORTGAGE SECURITIES CORP             DE            X   X       11/07/01

GSI LUMONICS INC                        A3                X   X   11/04/02

H POWER CORP                                          X   X       11/12/02

HANCOCK HOLDING CO                      MS    X                   11/11/02

HANOVER DIRECT INC                      DE                    X   11/08/02

HARRINGTON WEST FINANCIAL GROUP INC/C                 X   X       11/12/02

HAWAIIAN ELECTRIC INDUSTRIES INC        HI            X           11/12/02

HERSHEY FOODS CORP                      DE                    X   11/12/02

HFC REVOLVING CORP                      DE            X   X       11/12/02

HIENERGY TECHNOLOGIES INC               WA            X   X       10/07/02

HOME EQ LOAN TRUST SER 2002 CIT1 ASST   DE            X   X       10/26/02

HOME PRODUCTS INTERNATIONAL INC         DE            X   X       10/31/02

HYSEQ INC                               NV            X   X       11/09/02

IGAMES ENTERTAINMENT INC                NV          X             05/11/02

ILM II SENIOR LIVING INC /VA            VA            X   X       11/11/02

IMH ASSETS CORP IMPACT CMB TRUST SERI   DE                X       10/30/02

IMMUNOGEN INC                           MA                X   X   11/12/02

INCARA PHARMACEUTICALS CORP             DE      X         X       10/31/02

INERGY L P                                            X           11/12/02

INFOCROSSING INC                        DE                    X   11/11/02

INTERCALLNET INC                        NV          X X           11/05/02

INTERNATIONAL SPECIALTY PRODUCTS INC    DE            X           11/12/02

INTERSIL CORP/DE                        DE                    X   11/12/02

ISTAR FINANCIAL INC                     MD            X   X       11/11/02

IWT TESORO CORP                         NV            X           10/24/02

JAMESON INNS INC                        GA                X   X   11/12/02

JETBLUE AIRWAYS CORP                    DE                X   X   11/12/02

JOHNSON CONTROLS INC                    WI            X           11/12/02

KOPIN CORP                              DE                X   X   11/12/02

KORN FERRY INTERNATIONAL                DE            X           11/12/02

LABARGE INC                             DE      X                 11/01/02

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

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

LACLEDE GROUP INC                       MO                X   X   11/08/02

LIQUID AUDIO INC                        DE            X   X       11/08/02

LOGISTICS MANAGEMENT RESOURCES INC      CO      X                 10/29/02

MASTR ADJUSTABLE RATE MORTGAGE TRUST                  X   X       10/25/02

MASTR ADJUSTABLE RATE MORTGAGES TRUST   DE            X   X       10/25/02

MASTR ASSET SECURITIZATION TRUST 2002                 X   X       10/26/02

MATRIXX INITIATIVES INC                 DE          X     X       11/12/02

MATTEL INC /DE/                         DE                    X   11/12/02

MATTRESS DISCOUNTERS CORP               DE            X           11/12/02

MAXXZONE COM INC                                    X     X       11/05/02

MED DIVERSIFIED INC                     NV        X       X       11/08/02

MEDIS TECHNOLOGIES LTD                  DE                    X   11/12/02

MEDJET INC                              DE            X   X       11/11/02

MELLON BANK N A                         MA            X           11/08/02

MELLON RESIDENTIAL FUNDING CORP         DE                X       11/12/02

MERRILL LYNCH MORT INV INC MORT PAS T   DE            X   X       10/26/02

MERRILL LYNCH MORT INVEST INC MORT PA   NY            X   X       10/26/02

MERRILL LYNCH MORTGAGE INV INC MOR PS   NY            X   X       10/26/02

METRICOM INC / DE                       DE            X   X       09/19/02

METRIS RECEIVABLES INC                  DE                X       10/31/02

METRIS RECEIVABLES INC                  DE                X       10/31/02

MGP INGREDIENTS INC                     KS                X   X   11/12/02

MGP INGREDIENTS INC                     KS                X   X   11/12/02   AMEND

MIDAMERICAN FUNDING LLC                 IA                    X   09/30/02

MILACRON INC                            DE            X   X       11/06/02

MOMENTUM HOLDINGS CORP                  DE          X             09/16/02

MONEY STORE TRUST 1998 C                              X   X       10/15/02

MORGAN STANLEY CAPITAL I INC HOME EQ    NY            X   X       10/26/02

MORGAN STANLEY DEAN WITTER CAPITAL IN   DE            X   X       10/25/02

MORTGAGE ASSET SEC TRANS INC  MASTR A   DE            X   X       10/25/02

MORTGAGE ASSET SEC TRANS INC MASTR AS   DE            X   X       10/25/02

MORTGAGE ASSET SEC TRANS INC MORT PAS   DE            X   X       10/26/02

MORTGAGE ASSET SEC TRANS INC MORT PAS   DE            X   X       10/26/02

MORTGAGE ASSET SEC TRANS INC MORT PAS   DE            X   X       10/26/02

MORTGAGE ASSET SEC TRANSACTIONS INC M   DE            X   X       10/26/02

MORTGAGE PASS THROUGH CERTIFICATES SE   DE            X   X       10/25/02

MSDW STRUCTURED ASSET CORP              DE            X   X       11/12/02

MSDWCC HELOC TRUST 2002-1               DE            X   X       10/25/02

MULTILINK TECHNOLOGY CORP               CA                X   X   11/12/02

NATIONAL BEAUTY CORP                    NV      X                 11/07/02   AMEND

NATIONAL MERCANTILE BANCORP             CA            X   X       11/08/02

NATIONAL PENN BANCSHARES INC            PA                    X   11/12/02

NATIONAL STEEL CORP                     DE            X   X       11/08/02

NETMANAGE INC                           DE            X   X       11/07/02

NETPLEX GROUP INC                       NY      X         X       11/11/02

NETWORK 1 SECURITY SOLUTIONS INC        DE            X           11/08/02

NEW PLAN EXCEL REALTY TRUST INC         MD                    X   11/12/02

NEWMONT MINING CORP /DE/                DE                X   X   11/12/02

NEXIQ TECHNOLOGIES INC                  NH            X           10/11/02

NII HOLDINGS INC                        DE        X       X       10/28/02

NORFOLK SOUTHERN CORP                   VA            X           11/12/02

NORTH AMERICAN TECHNOLOGIES GROUP INC   DE            X           10/23/02

NORTH FORK BANCORPORATION INC           DE                    X   11/12/02

NORTHROP GRUMMAN CORP /DE/              DE                X   X   11/12/02

NOVASTAR MORTGAGE FUNDING CORP SERIES   DE            X   X       10/25/02

NOVASTAR MORTGAGE FUNDING CORP TRUST    DE            X   X       10/25/02

NOVASTAR MORTGAGE FUNDING TRUST SERIE   DE            X   X       10/25/02

NTELOS INC                              VA                    X   11/07/02

NTL INC/DE/                             DE                X   X   11/12/02

OLD REPUBLIC INTERNATIONAL CORP         DE                    X   11/12/02

OPTA FOOD INGREDIENTS INC /DE           DE                X   X   11/12/02

OPTION ONE MORT ACCEPT CORP ASSET BAC   DE                X       10/26/02

OPTION ONE MORTGAGE LOAN TR 2002-1 AS   DE            X   X       10/25/02

OPTION ONE MORTGAGE LOAN TR ASSET BAC   DE            X   X       10/25/02

OPTION ONE MORTGAGE LOAN TR ASSET BAC   DE            X   X       10/25/02

ORIGEN MANUFACTURED HOUSNG CNT SEN/SU   DE            X   X       10/15/02

OUTBACK STEAKHOUSE INC                  DE            X           11/08/02

PAC-WEST TELECOMM INC                                 X   X       11/12/02

PAGELAB NETWORK INC                     MN      X X               11/07/02

PAINEWEBBER MORTGAGE ACCEPTANCE CORP    DE            X   X       03/26/01

PAINEWEBBER MORTGAGE ACCEPTANCE CORP    DE            X   X       06/25/01

PANAMERICAN BEVERAGES INC               R1                X   X   11/11/02   AMEND

PARADIGM GENETICS INC                                 X           11/06/02

PARAMETRIC TECHNOLOGY CORP              MA            X   X       11/12/02

PELICAN PROPERTIES INTERNATIONAL CORP   FL            X   X       11/08/02

PENTAIR INC                             MN            X           11/11/02

PEPSI BOTTLING GROUP INC                DE            X   X       11/12/02

PERSONNEL GROUP OF AMERICA INC          DE                X   X   11/12/02

PFSWEB INC                              DE      X         X       10/25/02

PHOTRONICS INC                          CT            X   X       11/11/02

PILLOWTEX CORP                          TX                    X   11/12/02

PRO FAC COOPERATIVE INC                 NY                X   X   11/12/02

PRUDENTIAL FINANCIAL INC                NJ            X           11/12/02

PS BUSINESS PARKS INC/CA                CA                X   X   11/11/02

PSS WORLD MEDICAL INC                   FL                X       11/12/02

PSYCHIATRIC SOLUTIONS INC               DE            X   X       11/11/02

PXRE GROUP LTD                                                X   11/12/02

QUANTUM CORP /DE/                       DE      X                 11/11/02

QUINTILES TRANSNATIONAL CORP            NC                X   X   11/11/02

QUINTON CARDIOLOGY SYSTEMS INC          DE                    X   11/08/02

RALCORP HOLDINGS INC /MO                MO            X           11/11/02

RAMCO GERSHENSON PROPERTIES TRUST       MA            X           11/05/02

REGAL CINEMAS CORP                      DE                    X   11/12/02

REGAL ENTERTAINMENT GROUP               DE                    X   11/12/02

RELIANT RESOURCES INC                   DE            X   X       11/11/02

REMEC INC                               CA                  X     10/29/02   AMEND

RENAISSANCE HOME EQUITY LOAN ASSET-BK   DE            X   X       10/25/02

RENAISSANCE HOME EQUITY LOAN TR ASSET   DE            X           11/11/02

RENAISSANCE HOME EQUITY LOAN TR ASSET   DE            X   X       10/26/02

RENT A CENTER INC DE                    DE                X   X   11/12/02

RENTECH INC /CO/                        CO            X           10/31/02

REPLIGEN CORP                           DE            X           11/11/02

REPUBLIC BANCSHARES INC                 FL                X   X   11/12/02

RESMED INC                              DE                    X   11/11/02

ROCKFORD CORP                           AZ                X   X   11/12/02

ROHN INDUSTRIES INC                     DE            X   X       11/07/02

ROYAL GOLD INC /DE/                     DE            X           11/08/02

RWD TECHNOLOGIES INC                    MD                X   X   11/12/02

SAFEGUARD HEALTH ENTERPRISES INC        DE      X         X       08/30/02   AMEND

SALIX PHARMACEUTICALS LTD                             X   X       11/08/02

SALTON INC                              DE            X   X       11/12/02

SAVE THE WORLD AIR INC                  NV            X   X       11/12/02

SAXON ASSET SECURITIES TRUST 2002-1                   X           09/25/02

SAXON ASSET SECURITIES TRUST 2002-1                   X           04/25/02   AMEND

SAXON ASSET SECURITIES TRUST 2002-1                   X           05/28/02   AMEND

SAXON ASSET SECURITIES TRUST 2002-1                   X           06/25/02   AMEND

SAXON ASSET SECURITIES TRUST 2002-1                   X           07/25/02   AMEND

SAXON ASSET SECURITIES TRUST 2002-1                   X           08/26/02   AMEND

SBA COMMUNICATIONS CORP                 FL            X   X       11/07/02

SCHWAB CHARLES CORP                     DE                    X   11/12/02

SELIGMAN NEW TECHNOLOGIES FUND II INC   MD                X   X   09/30/02

SELIGMAN NEW TECHNOLOGIES FUND INC                        X   X   09/30/02

SEQUOIA RESIDENTIAL FUNDING INC                       X   X       10/30/02

SEVEN VENTURES INC                      NV                X   X   11/06/02

SI INTERNATIONAL INC                                  X   X       11/12/02

SIMTEK CORP                             CO            X           11/11/02

SINCLAIR BROADCAST GROUP INC            MD                X       11/08/02

SIRENZA MICRODEVICES INC                DE      X         X       09/11/02   AMEND

SKYWORKS SOLUTIONS INC                  DE            X   X       11/08/02   AMEND

SL INDUSTRIES INC                       NJ            X   X       11/08/02

SOUTH FINANCIAL GROUP INC               SC            X   X       11/02/02   AMEND

SOUTHERN CO                             DE                    X   11/12/02

SOUTHWESTERN ENERGY CO                  AR                X   X   11/08/02

SPORTS CLUB CO INC                      DE            X   X       11/08/02

STANSBURY HOLDINGS CORP                 UT              X         11/12/02

STERIS CORP                             OH                    X   11/12/02

STEWART & STEVENSON SERVICES INC        TX                X   X   11/12/02

STONE ENERGY CORP                       DE                    X   09/11/02

STRATOS LIGHTWAVE INC                   DE            X           11/07/02

STRUCTURED ASSET MORT INV INC BEAR ST   DE            X   X       10/26/02

STRUCTURED ASSET MORT INV INC MORT PA   DE            X   X       10/19/02

STRUCTURED ASSET MORT INV MORT PASS T   NY            X   X       10/26/02

STRUCTURED ASSET SEC CORP MORT PASS T   DE            X           10/31/02

STRUCTURED ASSET SEC CORP MORT PASS T   DE                X       10/26/02

STRUCTURED ASSET SEC CORP MORT PASS T   DE            X   X       10/25/02

STRUCTURED ASSET SEC CORP MORT PASS T   DE            X           10/30/02

STRUCTURED ASSET SEC CORP MORT PASS T                 X   X       10/25/02

STRUCTURED ASSET SEC CORP PASS THROUG   DE            X   X       10/26/02

STRUCTURES ASSET MORTGAGE INV INC MOR   NY            X   X       10/26/02

SUN HYDRAULICS CORP                     FL            X   X       11/06/02

SUNOCO LOGISTICS PARTNERS LP            DE            X   X       11/12/02

SZM DISTRIBUTORS INC                    NV          X     X       11/11/02

T-3 ENERGY SERVICES INC                 TX            X           11/08/02

TECHTEAM GLOBAL INC                     DE            X   X       11/11/02

TECO ENERGY INC                         FL            X   X       11/12/02

TEPPCO PARTNERS LP                      DE            X   X       11/07/02

TERAFORCE TECHNOLOGY CORP               DE            X   X       10/03/02   AMEND

THOMAS INDUSTRIES INC                   DE      X         X       08/29/02   AMEND

THORNBURG MORTGAGE SEC TR 2002-1 MRT    DE            X           04/25/02   AMEND

THORNBURG MORTGAGE SECURITIES TRUST 2   DE            X   X       10/25/02

THORNBURG MORTGAGE SECURITIES TRUST 2   DE            X   X       10/25/02

TMS MORTGAGE INC                        NJ            X   X       10/15/02

TRIAD AUTOMOBILE RECEIVABLES TRUST 20   DE            X   X       11/12/02

TRIAD INNOVATIONS INC                   NV          X     X       10/08/02   AMEND

TRIARC COMPANIES INC                    DE                X       11/12/02

TRUSERV CORP                            DE            X   X       10/25/02

TUT SYSTEMS INC                         DE            X   X       11/12/02

UCBH HOLDINGS INC                       DE      X         X       10/28/02

UMPQUA HOLDINGS CORP                    OR                X   X   11/08/02

UNITED ARTISTS THEATRE CIRCUIT INC /M   MD                    X   11/12/02

UNITED SURGICAL PARTNERS INTERNATIONA   DE                X   X   11/11/02

USFREIGHTWAYS CORP                      DE      X                 10/30/02

VARIAGENICS INC                         DE            X   X       11/09/02

VECTOR HOLDINGS CORP                    NV      X                 11/07/02

VERIZON WIRELESS OF THE EAST LP                               X   11/12/02

VITALSTREAM HOLDINGS INC                NV            X   X       11/01/02

WABASH NATIONAL CORP /DE                DE                    X   11/12/02

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE                X       10/28/02

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE                X       10/24/02

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE                X       10/28/02

WELLS FARGO ASSET SEC CORP MORGAGE AS   DE            X   X       10/25/02

WELLS FARGO ASSET SECURITIES CORP MOR   DE            X   X       10/25/02

WELLS FARGO ASSET SECURITIES CORP SER   DE            X   X       10/26/02

WELLS FARGO MORTGAGE BACKED SECURITIE   DE            X   X       09/26/02

WELLS FARGO MORTGAGE BACKED SECURITIE   DE            X   X       10/25/02

WELLS FARGO MORTGAGE BACKED SECURITIE   DE            X   X       10/25/02

WELLS FARGO MORTGAGE BACKED SECURITIE   DE            X   X       10/25/02

WELLS FARGO MORTGAGE BACKED SECURITIE   DE            X   X       10/25/02

WELLS FARGO MORTGAGE BACKED SECURITIE   DE            X   X       10/25/02

WILLIAMS COMPANIES INC                  DE                    X   11/08/02

WILLOW GROVE BANCORP INC/NEW            PA            X   X       11/12/02

WINSTON HOTELS INC                      NC                    X   11/12/02

WINTRUST FINANCIAL CORP                 IL            X   X       10/28/02

WMS INDUSTRIES INC /DE/                 DE            X   X       11/08/02

WORLDCOM INC                            GA            X   X   X   10/31/02

WORLDWIDE WIRELESS NETWORKS INC         NV        X       X       09/11/02

WORLDWIDE WIRELESS NETWORKS INC         NV                X       10/18/02

WRC MEDIA INC                           DE            X   X       11/07/02

XCEL ENERGY INC                         MN            X   X       11/18/02

XL CAPITAL LTD                                        X   X       11/12/02

YORK WATER CO                           PA            X           11/12/02

ZEVEX INTERNATIONAL INC                 NV                    X   09/30/02