SEC NEWS DIGEST

Issue  2002-229                                            November 27, 2002

COMMISSION ANNOUNCEMENTS

COMMISSION  MEETING

CLOSED MEETING - TUESDAY, DECEMBER 3, 2002 - 10:00 A.M.

     The subject matter of the closed meeting scheduled for Tuesday, December
     3, 2002, will be institution and settlement of administrative
     proceedings of an enforcement nature; settlement of injunctive actions;
     and amicus consideration.

SEC PROPOSES ISSUER STOCK REPURCHASE AMENDMENTS, NEW RULE TO CLARIFY
REGULATORY STATUS OF R&D COMPANIES

     On November 26, the Securities and Exchange Commission proposed
     amendments that would facilitate and increase disclosure of company
     repurchases of equity securities.  The Commission also proposed a new
     rule to clarify the status of research and development companies under
     the Investment Company Act of 1940.

     Proposed Amendments to Rule 10b-18's "Safe Harbor" and New Disclosure
     Provisions Regarding Issuer Repurchases of Equity Securities
                                      
     The Commission proposed amendments to Rule 10b-18 under the Securities
     Exchange Act of 1934, which provides a "safe harbor" from charges of
     manipulation when an issuer purchases its common stock within the
     limitations specified in the rule.

     The proposed amendments would simplify and update the safe harbor
     provisions to reflect market developments since the Rule's adoption.
     The principal proposed changes include:       
       
   * easing the timing limitation to allow issuers of "actively traded"
     securities to stay in the market up to 10 minutes before the scheduled close
     of trading, instead of the current 30-minute limitation.
          
   * expanding the safe harbor for issuer repurchases when the market is
     severely distressed, by allowing an issuer to purchase up to 100% of its
     security's average daily trading volume during the trading session
     immediately following a "market-wide trading suspension."
          
   * eliminating the "block exception" from the volume limitation.  To
     qualify for the safe harbor under the proposed amendments, issuers would have
     to include their block purchases in applying the rule's 25% average daily
     trading volume limitation.  Issuers, however, would be able to include their
     block purchases in calculating a security's average daily trading volume,
     which would increase the amount that some issuers could repurchase under the
     safe harbor.
      
     To enhance the transparency of issuer repurchases, the Commission also
     proposed that Regulations S-K and S-B under the Exchange Act, related
     Exchange Act Forms, including Form 20-F, and proposed Form N-CSR (for
     closed-end funds) be amended to require periodic disclosure of all
     issuer repurchases, including those made in reliance on Rule 10b-18.
     
     Under the proposal, issuers would be required to disclose, among other
     things, the total number of shares repurchased during the past quarter,
     the average price paid per share, the identity of any broker-dealers
     used to effect the purchases, the number of shares purchased as part of
     a publicly announced repurchase plan or program, and the number of
     shares remaining to be purchased under the plan or program.
     
     The Commission invites public comment on the proposed amendments,
     including the applicability of the safe harbor during after-hours
     trading sessions, what effects, if any, decimal pricing has had on the
     rule's operation, and the applicability of the safe harbor conditions
     with respect to electronic communication networks (ECNs) and alternative
     trading systems (ATSs).  Comments should be received within 60 days of
     publication of the proposed amendments in the Federal Register.

     
     Proposed New Rule 3a-8 Under the Investment Company Act of 1940 that
     would   Provide a Nonexclusive Safe Harbor from the Definition of
     Investment Company for Certain Research and Development Companies.
     
     The Commission proposed new Rule 3a-8 under the Investment Company Act
     to modernize the test that R&D companies use in determining their status
     under the Act.
     
     R&D companies tend to have few tangible assets and often hold large
     amounts of capital in liquid instruments so that funds are readily
     accessible for research and development activities.  Some R&D companies
     also enter into strategic alliances that may include a strategic
     investment, where one R&D company purchases a non-controlling securities
     position in another R&D company.  As a result, an R&D company may
     inadvertently fall within the definition of investment company.  The
     proposed rule would serve as a nonexclusive safe harbor from the
     definition of investment company in Section 3(a)(1) of the Act.
     
     The analysis set forth in the proposed rule generally focuses on an R&D
     company's use of its capital and other indicia of the company's primary
     engagement in a non-investment business.  Generally, a company would be
     eligible to rely on the rule's nonexclusive safe harbor if it:
       
   * has research and development expenses that are a substantial percentage
     of its total expenses for its last four fiscal quarters combined and that
     equal at least half of its investment revenues for that period;
       
   * has investment-related expenses that do not exceed five percent of its
     total expenses for its last four fiscal quarters combined;
  
   * makes its investments to conserve capital and liquidity until it uses
     the funds in its primary business subject to certain exceptions; and
  
   * is primarily engaged, directly or through a company or companies that it
     controls primarily, in a noninvestment business, as evidenced by the
     activities of its officers, directors and employees, its public
     representations of policies, and its historical development.
     
     The Commission invites public comment on the proposed rule.  Comments
     should be received by January 15, 2003.
     
     The full text of the detailed releases concerning the Commission
     proposals will be posted to the SEC Web site as soon as possible.
     (Press Rel. 2002-170)

ENFORCEMENT PROCEEDINGS

SEC OBTAINS PRELIMINARY INJUNCTION, RECEIVERSHIP ORDER, ASSET FREEZES, AND
OTHER RELIEF 1N CASE CHARGING FINANCIAL FRAUD AT COMPANY CONTROLLED BY
CRIMINAL RECIDIVISTS

     On November 21, Judge John S. Martin of the United States District Court
     for the Southern District of New York granted the Commission's
     application for preliminary relief pending the final determination of
     the Commission's case against 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.

     Specifically, the court's order provides that, pending the final
     determination of the case, the defendants are preliminarily enjoined
     from violating antifraud, registration, books and records, and other
     provisions of the federal securities laws; defendants' assets and
     certain nominee brokerage accounts are frozen; the defendants are
     required to submit accountings; a temporary receiver has been appointed
     over 800America; Rabi and Steeples are enjoined from acting as officers
     or directors of public companies and from participating in the offering
     of penny stocks; the defendants must repatriate assets held abroad; the
     defendants are prohibited from destroying documents and other evidence;
     and the defendants are prohibited from tampering with witnesses,
     suborning perjury or otherwise impeding this case.

     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 sold 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 13011 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, was the Chief Executive Officer, the
     Chief Financial Officer, a Director, arid 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 January 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 was not disclosed as having any affiliation with
     800America in 800America's public filings, but was acting as an
     undisclosed control person of the company.  Among other things, she
     controlled some of 800America's bank accounts, and represented that she
     was 800America's Secretary, both in her own name and under the alias
     "Ruth Walley."  On November 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 November 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.  See also LR-17835 (November
     13, 2002).  [SEC v. 800America.com, Inc., et al., S.D.N.Y. 02 Civ. 9046,
     JSM]  (LR-17863)

SEC CHARGES RYAN FONTAINE AND SIGNATURE INVESTMENTS HEDGE FUND WITH FRAUD

     The Securities and Exchange Commission announced today that it filed an
     enforcement action charging Ryan J. Fontaine and his related company,
     Simpleton Holdings Corporation a/k/a Signature Investments Hedge Fund,
     with fraud.

     The complaint, filed in the United States District Court for the
     Southern District of New York, alleges that from at least July 2002
     through at least October 22, 2002, Signature, an unregistered investment
     company created and controlled by Fontaine, conducted an unregistered
     offering of Signature's shares over the Internet and made numerous false
     claims to investors and prospective investors.  Specifically, the SEC's
     complaint charges that Fontaine and Signature deceived investors into
     investing in Signature by making false and misleading claims about
     Signature's track record, the amount of assets under management, and
     Signature's purported affiliation with several well-known financial
     institutions and professionals.

     The complaint names as defendants:
     
     * Ryan J. Fontaine, a 22 year-old college student who resides in
       Bloomfield Hills, Michigan with his parents.  Fontaine, who purportedly 
       acted as Signature's portfolio manager, is not registered with the 
       Commission as an investment adviser or in any other capacity.
     
     * Simpleton Holdings Corporation a/k/a Signature Investments Hedge
       Fund, which was incorporated in Delaware on February 2, 2002.  Signature 
       is a purported investment company that, until recently, advertised itself 
       and related investment advisory services on the Internet at
       http//www.signatureinvestments.com. Signature is not registered with the 
       Commission as an investment company, investment adviser or in any other 
       capacity.

     According to the complaint, beginning at least as early as July 2002 and
     continuing through at least October 22, 2002, Fontaine and Signature
     deceived investors into investing in Signature by fraudulently claiming,
     among other things, that Signature "averaged over a 39.5% annual return"
     over its 13-year history, including returns "during the bear market of
     the past 2 years [of ] over 21 % per year;" Signature had approximately
     $250 million under management; Salomon Smith Barney was the sub-adviser
     to Signature; and KPMG, LLP performed certain auditing services for
     Signature. The defendants also made false and misleading statements
     about various investment advisory services purportedly offered by
     Signature, such as a Roth IRA program and a 401 (k) program.

     All of these representations were false.  Signature and Fontaine had no
     track record, much less the long and extraordinary one they claimed.
     Fontaine simply made up the performance returns in Signature's marketing
     materials.  Signature never had anywhere near $250 million under
     management.  Salomon Smith Barney was not advising Signature, and KPMG
     did not provide auditing or any other services to Signature.  A
     purported KPMG audit report Fontaine sent to prospective investors was a
     forgery.  The 401(k), IRA and other managed accounts described in
     Signature's marketing materials did not exist.

     The complaint charges Fontaine and Signature with violating Sections
     5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of
     the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, and
     Sections 206(1) and 206(2) of the Investment Advisers Act; and charges
     Signature with violating Section 7 of the Investment Company Act.  The
     complaint seeks permanent injunctive relief, disgorgement of ill-gotten
     gains with prejudgment interest, and civil penalties.  The Commission
     has applied for a preliminary injunction, expedited discovery and other
     interim relief.  Fontaine and Signature have consented to the requested
     interim relief, and to transfer to the Court registry funds in two
     Signature accounts, for return to investors.  The litigation is pending.
     [SEC v. Ryan J. Fontaine and Simpleton Holdings Corporation, a/k/a
     Signature Investments Hedge Fund, 02 Civ. 9420, S.D.N.Y., MBM]  (LR-
     17864)
     
ARI PARNES AND FIVE OTHER DEFENDANTS ENJOINED IN SEC ENFORCEMENT ACTION,
DEFENDANTS TO PAY $890,000

     The Securities and Exchange Commission announced today that it obtained
     permanent injunctions against all six defendants in this Commission
     enforcement action, and an order that the defendants pay a total of
     $890,000.  The defendants are Ari Parnes; Parnes' company, ADAR
     Equities, LLC; two ADAR employees, Shauel Seitler and Jacob Herman;
     former Datek Securities broker Yezhak Dov Knoll; and lawyer Myron
     Raisman. U.S. District Court Judge Louis L. Stanton entered final
     judgments against the defendants on November 7, 2002.

     The Commission's complaint alleged two different schemes, an illegal
     offering scheme and a bank stock fraud scheme. The first scheme took
     illegal advantage of Regulation S, which permits U.S. issuers to offer
     and sell securities without registration to offshore investors under
     certain circumstances. The Commission's complaint alleged that Parnes,
     aided by employees at his company ADAR Equities, including Herman and
     Seitler, and by Datek Securities broker Knoll, used Reg S offerings to
     reap illegal profits for himself and others, in violation of the
     securities registration provisions of the Securities Act of 1933.  The
     complaint also alleged that without registering as brokers or dealers,
     Parnes, Herman, and Seitler, on behalf of ADAR, participated in private
     placements of the securities of twelve issuers in violation of the
     broker-dealer registration provisions of the Securities Exchange Act of
     1934.

     The Court, in connection with the allegations related to the first
     scheme, permanently enjoined Parnes, Seitler, and Herman from violating
     Sections 7(f) and 15(a) of the Exchange Act and Sections 5(a) and 5(c)
     of the Securities Act, permanently enjoined ADAR from violating Section
     15(a) of the Exchange Act and Sections 5(a) and 5(c) of the Securities
     Act, and permanently enjoined Knoll from violating Section 10(b) of the
     Exchange Act and Rule 10b-5 thereunder, and Sections 5(a) and 5(c) of
     the Securities Act.  The defendants consented, without admitting or
     denying the allegations, to the entry of the final judgments.

     In a related administrative action, Knoll, without admitting or denying
     the Commission's findings, consented to, the entry of a Commission order
     barring him from association with any broker or dealer with the right to
     reapply after three years.

     With respect to the second scheme, involving bank stock fraud, the
     Commission's complaint alleged that Parnes, aided by Raisman, profited
     by illegally buying subscription rights from depositors of banks
     converting from mutual to stock form.  The Court, in connection with the
     allegations related to the second scheme, permanently enjoined Parnes
     and Raisman from violating Section 10(b) of the Exchange Act and Rule
     10b-5 thereunder.  The defendants consented, without admitting or
     denying the allegations, to the entry of the final judgments.

     In addition to the permanent injunctions, the Court ordered Parnes to
     pay a total of $650,000, including disgorgement, prejudgment interest
     and a civil penalty, ordered ADAR, Seitler, Herman and Raisman each to
     pay a $50,000 civil penalty and ordered Knoll to pay a $40,000 civil
     penalty.

     These judgments conclude the Commission's civil litigation in this
     matter.  (In the Matter of Yezhak Dov Knoll, Securities and Exchange
     Commission v. Ari Parnes, ADAR Equities, LLC Shauel Seitler, Jacob
     Herman, Yezhak Dov Knoll, and Myron Raisman, 01 Civ. 0763, LLS,
     S.D.N.Y., Rel. 34- 46910; File No. 3-10955, LR-17865)

IN SEC V. WORLDCOM, COURT IMPOSES FULL INJUNCTIVE RELIEF, ORDERS EXTENSIVE
REVIEWS OF CORPORATE GOVERNANCE SYSTEMS AND INTERNAL ACCOUNTING CONTROLS, AND
ORDERS TRAINING AND EDUCATION PROGRAM TO MINIMIZE FUTURE VIOLATIONS;
APPROPRIATENESS OF CIVIL PENALTIES TO BE DECIDED BY THE COURT AT A LATER DATE
                                      
     The Securities and Exchange Commission announced that a judgment of
     permanent injunction was entered today in its pending civil enforcement
     action against WorldCom, Inc.  This judgment settles part, but not all,
     of the Commission's action against WorldCom.

     The judgment, signed by U.S. District Judge Jed S. Rakoff of the
     Southern District of New York: (1) imposes the full injunctive relief
     sought by the Commission, (2) orders an extensive review of the
     company's corporate governance systems, policies, plans, and practices,
     (3) orders an extensive review of the company's internal accounting
     control structure and policies, (4) orders that WorldCom provide
     reasonable training and education to certain officers and employees to
     minimize the possibility of future violations of the federal securities
     laws, and (5) provides that civil money penalties, if any, will be
     decided by the Court at a later date.  The court reaffirmed the role of
     its appointed Corporate Monitor and retained jurisdiction for all
     purposes, including the imposition of further equitable relief and
     sanctions as may be determined following a hearing.  WorldCom consented,
     without admitting or denying the allegations in the Commission's
     complaint, to the entry of the judgment.
     
     The Commission's investigation into matters related to WorldCom's
     financial fraud is continuing.
     
     The Commission's amended complaint alleges that WorldCom misled
     investors from at least as early as 1999 through the first quarter of
     2002, and further states that the company has acknowledged that during
     that period, as a result of undisclosed and improper accounting,
     WorldCom materially overstated the income it reported on its financial
     statements by approximately $9 billion.
     
     The judgment entered today enjoins WorldCom from violating the antifraud
     provisions of the federal securities laws (specifically, Section 17(a)
     of the Securities Act of 1933, Section 10(b) of the Securities Exchange
     Act of 1934 ("Exchange Act"), and Exchange Act Rule 10b-5), the
     reporting provisions (Section 13(a) of the Exchange Act and Rules 13a-1,
     13a-13 and 12b-20 thereunder), and the books and records and internal
     controls provisions (Sections 13(b)(2)(A) and 13(b)(2)(B) of the
     Exchange Act).
     
     The judgment further orders that the report currently being prepared by
     WorldCom's Special Investigative Committee be transmitted to the
     Corporate Monitor, Richard Breeden, upon its completion, and that Mr.
     Breeden shall then review the adequacy and effectiveness of WorldCom's
     corporate governance systems, policies, plans, and practices.  This
     review will include but is not limited to inquiries into (1) whether
     WorldCom is complying with recognized standards of "best practices" with
     respect to corporate governance; (2) whether WorldCom has sufficient
     policies and safeguards in place (a) to ensure that WorldCom's Board of
     Directors and all committees of WorldCom's Board of Directors (including
     without limitation the audit committee and the compensation committee)
     have appropriate powers, structure, composition, and resources and (b)
     to prevent self-dealing by management; (3) whether WorldCom has an
     adequate and appropriate code of ethics and business conduct, and
     related compliance mechanisms; and (4) whether WorldCom has appropriate
     safeguards in place to prevent further violations of the federal
     securities laws.  Following his receipt of the report of the Special
     Investigative Committee, the Corporate Monitor shall submit to
     WorldCom's Board of Directors, the Court and the Commission a report
     setting forth his recommendations with respect to the corporate
     governance issues he has reviewed.  Within 60 days of the receipt of the
     report of the Corporate Monitor with respect to corporate governance,
     WorldCom's Board of Directors shall report to the Court and the
     Commission with respect to the decisions and actions taken as a result
     of each of the recommendations made by the Corporate Monitor.
     
     The judgment further orders that WorldCom shall retain a qualified
     consultant, acceptable to the Commission, to perform a review of the
     effectiveness of WorldCom's material internal accounting control
     structure and policies, including those related to line costs, reserves,
     and capital expenditures, as well as the effectiveness and propriety of
     WorldCom's processes, practices and policies for ensuring that the
     Company's financial data is accurately reported in its public financial
     statements.  The consultant must, within 30 days, develop a proposal for
     the review that is acceptable to the Commission.  Any disagreements
     about the proposal will be resolved by the Corporate Monitor.  Within
     120 days after approval of the proposal, the consultant shall complete
     its review and submit to WorldCom's Board of Directors, the Court and
     the Commission, a report fully documenting the findings of its review
     and making specific recommendations.  Within 60 days of the submission
     of the report, WorldCom's Board of Directors shall report to the Court
     and Commission with respect to the decisions and actions taken as a
     result of each of the recommendations made by the consultant.
     
     The judgment further orders that WorldCom shall provide reasonable
     training and education to certain of its officers and employees to
     minimize the possibility of future violations of the federal securities
     laws.  Completion of such training shall be mandatory for WorldCom
     officers and employees involved in its corporate level accounting and
     financial reporting functions; for those officers and employees involved
     in financial reporting at WorldCom's major divisions and subsidiaries
     (including, specifically, those officers and employees responsible for
     closing the books in their area of responsibility at the end of a
     quarterly or annual reporting period); and for senior operational
     officers at WorldCom's corporate, divisional and subsidiary levels.
     Such training and education shall include, at a minimum, components
     covering the following subjects:  the obligations imposed by the federal
     securities laws; proper internal accounting controls and procedures;
     recognizing indications of non-GAAP (generally accepted accounting
     principles) accounting practices or fraud most relevant to WorldCom's
     business endeavors; and the obligations incumbent upon, and the
     responses expected of, WorldCom officers and employees upon learning of
     illegal or potentially illegal acts concerning the company's accounting
     and financial reporting.  WorldCom shall consult with the Commission in
     designing its training and education program, and shall submit to the
     Commission a detailed proposal within 60 days after entry of this
     judgment, which describes the content and implementation of the training
     and education program, in a form that is acceptable to the Commission.
     WorldCom shall commence providing initial training and education
     sessions within 60 days thereafter, and shall continue to provide such
     training and education on an annual basis, for a minimum period of three
     years after entry of this judgment.
     
     The judgment further provides that the amount of the civil penalty, if
     any, to be paid by WorldCom shall be determined by the Court in light of
     all the relevant facts and circumstances, following a hearing.  At that
     hearing, the issues will be limited to determining the appropriateness
     and amount of any such civil penalty, WorldCom will be precluded from
     arguing that it did not violate the federal securities laws as alleged
     in the Commission's amended complaint, and the allegations of the
     complaint will be accepted as true by the Court.
     
     The Commission filed its initial complaint against WorldCom on June 26,
     2002, the day after WorldCom announced that it intended to restate its
     financial results for five quarters-all quarters in 2001 and the first
     quarter of 2002 (LR-17588).  The Commission filed an amended complaint
     against WorldCom on November 5 (LR-17829).  The Commission's second
     enforcement action in this matter was filed against former WorldCom
     Controller David F. Myers on September 26 (LR-17753).  The Commission's
     third enforcement action was filed against former WorldCom Director of
     General Accounting Buford "Buddy" Yates, Jr., on October 7 (LR-17771).
     The Commission's fourth enforcement action was filed against former
     WorldCom accounting managers Betty L. Vinson and Troy M. Normand on
     October 10 (LR-17783).  On November 14, Judge Rakoff entered judgments
     against Myers and Yates that imposed injunctive relief and officer and
     director bars and provided that further relief will be decided at a
     later date (LR-17842).

     The  Commission acknowledges the assistance and cooperation of the  U.S.
     Attorney's  Offices  for  the Southern District  of  New  York  and  the
     Southern   District   of  Mississippi,  and  the   Federal   Bureau   of
     Investigation.   [SEC v. WorldCom, Inc., Civil Action No.  02  CV  4963,
     JSR]  (LR-17866; AAER-1678)
     

INVESTMENT COMPANY ACT RELEASES
     

NOTICES OF DEREGISTRATIONS UNDER THE INVESTMENT COMPANY ACT

     For the month of November, 2002, a notice has been issued giving
     interested persons until December 17, 2002, to request a hearing on any
     of the following applications for an order under Section 8(f) of the
     Investment Company Act declaring that the applicant has ceased to be an
     investment company:

     Mercury Mid Cap Growth Fund, Inc. [File No. 811-10129]
     Mercury Premier Growth Fund, Inc. [File No. 811-9823]
     Mercury Focus Twenty Fund, Inc. [File No. 811-9825]
     Prudential High Yield Total Return Fund, Inc. [File No. 811-8101]
     Prudential Mortgage Income Fund, Inc. [File No. 811-3397]
     Managed Municipals Portfolio II Inc. [File No. 811-7046]
     SSBCiti Funds Inc. [File No. 811-9513]
     Century Shares Trust [File No. 811-19]
     Nations Fund Trust [File No. 811-4305]
     Nations Fund, Inc. [File No. 811-4614]
     The Capitol Mutual Funds d/b/a Nations Reserves [File No. 811-6030]
     Bailard, Biehl & Kaiser Fund Group [File No. 811-4828]
     Georgia Daily Municipal Income Fund, Inc. [File No. 811-8425]
     LaSalle Master Trust [File No. 811-8597]
     Merrill Lynch KECALP L.P. 1987 [File No. 811-4979]
     Merrill Lynch KECALP L.P. 1989 [File No. 811-5714]
     Franklin Asset Allocation Fund ]File No. 811-731]
     North Carolina Daily Municipal Income Fund, Inc. [File No. 811-6344]
     Alliance International Fund [File No. 811-3130]

     (Rel. IC-25831 - November 22)

CREDIT SUISSE ASSET MANAGEMENT, LLC, ET AL.

     An order has been issued on an application filed by Credit Suisse Asset
     Management, LLC, et al. exempting applicants from Sections 12(d)(1),
     17(a) and 17(e) of the Investment Company Act and under Section 17(d)
     and Rule 17d-1 under the Act to permit certain joint transactions. The
     order permits (a) certain investment companies and other institutional
     investors to use cash collateral from securities lending transactions
     (Cash Collateral) and uninvested cash to purchase shares of certain
     registered open-end management investment companies and private
     investment companies (Investment Funds); (b) an affiliated entity to
     accept fees from certain registered investment companies for acting as
     securities lending agent; (c) certain affiliated broker-dealers to
     borrow portfolio securities from registered investment companies and to
     receive brokerage commissions from, and to engage in principal
     securities transactions with, registered investment companies that are
     affiliated with the broker-dealers solely as a result of investing Cash
     Collateral in the Investment Funds; and (d) certain investment
     companies, other institutional investors and the Investment Funds to
     engage in certain purchase and sale transactions with each other.  (Rel.
     IC-25832 - November 22)
     
INTEGRITY LIFE INSURANCE COMPANY, ET AL.

     A notice has been issued giving interested persons until December 20,
     2002, to request a hearing on an application filed by Integrity Life
     Insurance Company, et al.  Applicants seek an order pursuant to Section
     26(c) of the Investment Company Act to permit substitution of shares of
     certain portfolios of variable insurance product funds for shares of
     portfolios of certain other variable insurance products funds.  (Rel. IC-
     5833 - November 26)
     

HOLDING COMPANY ACT RELEASE
     

NORTHEAST GAS MARKETS LLC, ET AL.

     A notice has been issued giving interested persons until December 17,
     2002, to request a hearing on a proposal by Northeast Gas Markets LLC (NEGM),
     a nonutility subsidiary of KeySpan Corporation (KeySpan), a registered 
     holding company; and KeySpan's utility subsidiaries Brooklyn Union Gas 
     Company d/b/a KeySpan Energy Delivery New York; KeySpan Gas East Corporation
     d/b/a KeySpan Energy Delivery Long Island; Boston Gas d/b/a KeySpan
     Energy Delivery New England; Essex Gas Company d/b/a KeySpan Energy
     Delivery New England; and EnergyNorth Natural Gas, Inc. d/b/a KeySpan
     Energy Delivery New England (collectively, Applicants).  Applicants seek
     authorization
     for NEGM to provide gas contract services to the above KeySpan gas
     utilities (KeySpan Gas Utilities) and for NEGM to enter into future
     agreements to provide contract services to the KeySpan Gas Utilities
     with respect to their gas supplies.  (Rel. 35-27607)
     

SELF-REGULATORY ORGANIZATIONS
     

IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES

     A proposed rule change filed by the Philadelphia Stock Exchange to amend
     its schedule of dues, fees and charges relating to floor brokerage
     assessments (SR-Phlx2002-70) 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 December
     2, 2002.  (Rel. 34-46875)

     A proposed rule change filed by the National Association of Securities
     Dealers relating to fees for the Trade Reporting and Compliance Engine
     (TRACE) (SR-NASD-2002-167) 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 December
     2, 2002.  (Rel. 34-46893)

APPROVAL OF PROPOSED RULE CHANGES

     The Commission approved a proposed rule change (SR-Amex-2001-06) and
     Amendment Nos. 1, 2, and 3 thereto submitted by the American Stock
     Exchange pursuant to Section 19(b)(1) of the Securities Exchange Act of
     1934 relating to relief and temporary specialists.  Publication of the
     order is expected in the Federal Register during the week of December 2,
     2002.  (Rel. 34-46857)

     The Commission granted approval to a proposed rule change filed by the
     Cincinnati Stock Exchange (SR-CSE-2002-04) under Section 19(b)(1) of the
     Securities Exchange Act of 1934 regarding the introduction of order
     delivery and automated response for trading of Nasdaq and listed
     securities.  (Rel. 34-46872)

     The Commission approved a proposed rule change (SR-Phlx-2002-39) and
     granted accelerated approval to Amendment Nos. l and 2 thereto submitted
     under Rule 19b-4 of the Securities Exchange Act of 1934 by the
     Philadelphia Stock Exchange relating to automatic executions for
     eligible orders at the Exchange's disseminated size, subject to a
     minimum and maximum eligible size range to be determined by the
     specialist, on an issue-by-issue basis.  Publication of the proposal is
     expected in the Federal Register during the week of December 2, 2002.
     (Rel. 34-46886)

     The Commission approved a proposed rule change (SR-NASD-2002-85)
     submitted under Rule 19b-4 by the National Association of Securities
     Dealers relating to issuer disclosure of material information.
     Publication of the order in the Federal Register is expected during the
     week of December 1, 2002.  (Rel. 34-46901)

     The Commission granted approval of a proposed rule change (File No. SR-
     NSCC-200206) filed by National Securities Clearing Corporation under
     Section 19(b)(1) of the Securities Exchange Act of 1934 relating to the
     imposition of fines.  Publication of the proposal is expected in the
     Federal Register during the week of December 2, 2002.  (Rel. 34-46903)

WITHDRAWAL

     A notice has been issued giving interested persons until December 20,
     2002 to comment on the application PlanetCAD, Inc. to withdraw its
     Common Stock, $.01 par value, from listing and registration on the
     American Stock Exchange.  (Rel. 34-46918)

DELISTING

     An order has been issued granting the application of the Pacific
     Exchange to strike from listing and registration certain call and put
     options contracts issued by The Options Cleaning Corporation respecting
     certain underlying securities, effective November 26, 2002.  (Rel. 34-
     46919)

     
SECURITIES ACT REGISTRATIONS
     

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

     Registration statements may be obtained in person or by writing  to  the
     Commission's  Public  Reference  Branch  at  450  Fifth  Street,   N.W.,
     Washington,  D.C.  20549  or  at  the  following  e-mail  box   address:
     <publicinfo@sec.gov>.  In most cases, this information is also available
     on the Commission's website: <www.sec.gov>.
     
S-8     T & G2, 65 LA GRANDE AVE., BERKELEY HEIGHTS, NJ, 07922, 9085089009 -
        3,000,000 ($450,000.00) Equity, (File 333-101459 - Nov. 26) (BR. 03)

S-8     BEAR STEARNS COMPANIES INC, ONE METROTECH NORTH, 9TH FL, BROOKLYN, NY,
        11201, 3476439862 - 3,404,600 ($209,246,716.00) Equity,
        (File 333-101461 - Nov. 26) (BR. 07)

S-11    WELLS REAL ESTATE FUND XIV LP, 4,500,000 ($45,000,000.00) Equity,
        (File 333-101463 - Nov. 26) (BR. 08)

S-1     ALKERMES INC, 88 SIDNEY ST, CAMBRIDGE, MA, 02139-4136, 617-494-0171 -
        0 ($65,227,895.00) Equity, (File 333-101464 - Nov. 26) (BR. 01)

S-8     ARTISAN COMPONENTS INC, 141 CASPIAN COURT, SUNNYVALE, CA, 94089,
        4087345600 - 1,223,462 ($21,422,819.62) Equity, (File 333-101465 -
        Nov. 26) (BR. 36)

S-8     DTOMI INC, 200 9TH AVENUE, SUITE 220, SAFETY HARBOR, FL, 34965,
        (727) 723-8664 - 400,000 ($12,000.00) Equity, (File 333-101466 -
        Nov. 26) (BR. 08)

S-8     MEDICIS PHARMACEUTICAL CORP, 8125 NORTH HAYDEN ROAD, SCOTTSDALE, AZ,
        85258, 2125992000 - 3,000,000 ($133,350,000.00) Equity,
        (File 333-101467 - Nov. 26) (BR. 01)

S-8     FIRST ESSEX BANCORP INC, 71 MAIN ST, ANDOVER, MA, 01810, 5086817500 -
        0 ($13,080,385.00) Equity, (File 333-101468 - Nov. 26) (BR. 07)

S-3     NORTHERN BORDER PARTNERS LP, 4024927300 - 0 ($500,000,000.00) Other,
        (File 333-101469 - Nov. 26) (BR. 02)

S-8     TRANSALTA CORP, 110 12TH AVE SW BOX 1900 STATION M,
        CALGARY ALBERTA T2P 2MI, CALGARY, A0, 00000, 2128948400 -
        0 ($16,650,000.00) Other, (File 333-101470 - Nov. 26) (BR. 02)

S-8     RELIANT RESOURCES INC, RELIANT ENERGY INC, 1111 LOUISIANA STREET,
        HOUSTON, TX, 77002, 7132073000 - 10,000,000 ($17,650,000.00) Equity,
        (File 333-101471 - Nov. 26) (BR. 02)

S-8     FIRSTENERGY CORP, 76 SOUTH MAIN ST, AKRON, OH, 44308-1890, 3303845100 -
        19,000,000 ($19,000,000.00) Debt Convertible into Equity,
        (File 333-101472 - Nov. 26) (BR. 02)

S-8     RELIANT RESOURCES INC, RELIANT ENERGY INC, 1111 LOUISIANA STREET,
        HOUSTON, TX, 77002, 7132073000 - 20,000,000 ($35,300,000.00) Equity,
        (File 333-101473 - Nov. 26) (BR. 02)

S-8     NETSMART TECHNOLOGIES INC, 146 NASSAU AVE, ISLIP, NY, 11751,
        5169682000 - 555,000 ($1,492,950.00) Equity, (File 333-101474 -
        Nov. 26) (BR. 03)

S-3     WELLPOINT HEALTH NETWORKS INC /DE/, 8187034000 -
        0 ($1,000,000,000.00) Other, (File 333-101475 - Nov. 26) (BR. 01)

S-8     BIOSITE DIAGNOSTICS INC, 11030 ROSELLE ST, SAN DIEGO, CA, 92121,
        6194554808 - 0 ($15,130,500.00) Equity, (File 333-101477 - Nov. 26)
        (BR. 01)

S-3     DELPHI CORP, 5725 DELPHI DRIVE, TROY, MI, 48098, 2484471500 -
        0 ($1,500,000,000.00) Debt Convertible into Equity, (File 333-101478 -
        Nov. 26) (BR. 05)

S-8     CYPRESS SEMICONDUCTOR CORP /DE/, 3901 N FIRST ST, SAN JOSE, CA,
        95134-1599, 4089432600 - 2,500,000 ($20,050,000.00) Equity,
        (File 333-101479 - Nov. 26) (BR. 36)

S-3     VIRAGEN INC, 865 SW 78TH AVENUE, SUITE 100, PLANTATION, FL, 33324,
        9542338746 - 0 ($7,220,996.00) Equity, (File 333-101480 - Nov. 26)
        (BR. 01)

S-8     UNICO AMERICAN CORP, 23251 MULHOLLAND DR, WOODLAND HILLS, CA, 91364,
        8185919800 - 500,000 ($2,393,250.00) Equity, (File 333-101482 -
        Nov. 26) (BR. 01)

S-3     OPTION ONE MORTGAGE ACCEPTANCE CORP, 3 ADA ROAD, IRVINE, CA, 92618,
        9497908100 - 0 ($5,000,000,000.00) Mortgage Backed Securities,
        (File 333-101483 - Nov. 26) (BR. 05)

SB-2    COPYRIGHT MEDIA CORP OF NEVADA, 5450 WEST SAHARA AVE., LAS VEGAS, NV,
        89146, 2,250,000 ($10,575.00) Equity, (File 333-101484 - Nov. 26) (BR. )

S-3     PARTNERRE LTD, 96 PITTS BAY RD, CHESNEY HOUSE, PEMBROKE BERMUDA, D0,
        HM 08, 14412920888 - 386,160,000 ($386,160,000.00) Other,
        (File 333-101486 - Nov. 26) (BR. 01)

S-3     INNOVATIVE MEDICAL SERVICES, 1725 GILLESPIE WAY, STE H, EL CAJON, CA,
        92020, 6195968600 - 535,000 ($214,000.00) Equity, (File 333-101488 -
        Nov. 26) (BR. 06)

S-3     SELECTIVE INSURANCE GROUP INC, 40 WANTAGE AVENUE, BRANCHVILLE, NJ,
        07890, 2019483000 -
        3,958,382 ($115,936,600.00) Debt Convertible into Equity,
        (File 333-101489 - Nov. 26) (BR. 01)

S-8     GENERAL MARITIME CORP/, 35 WEST 56TH STREET, NEW YORK, NY, 10019,
        2127635600 - 0 ($26,353,200.00) Equity, (File 333-101490 - Nov. 26)
        (BR. 05)

S-8     ON TRACK INNOVATIONS LTD, P O BOX 32, ZHR INDUSTRIAL ZONE,
        ROSH PINAISRAEL, L3, 2126616500 - 830,826 ($91,670,650.00) Equity,
        (File 333-101491 - Nov. 26) (BR. 36)

S-8     IMCLONE SYSTEMS INC/DE, 180 VARICK ST, NEW YORK, NY, 10014,
        2126451405 - 3,300,000 ($39,930,000.00) Equity, (File 333-101492 -
        Nov. 26) (BR. 01)

F-6     JAPAN AIRLINES CO LTD /ADR/, 10,000,000 ($500,000.00) Equity,
        (File 333-101493 - Nov. 26) (BR. )

S-8     DYCOM INDUSTRIES INC, 4440 PGA BLVD. STE 500, FIRST UNION CENTER,
        PALM BEACH GARDENS, FL, 33410, 5616277171 -
        100,000 ($1,308,000.00) Equity, (File 333-101494 - Nov. 26) (BR. 06)

S-8     SKYFRAMES INC, 24351 PASTO ROAD, SUITE B, DANA POINT, CA, 92629,
        9494892400 - 1,000,000 ($10,000.00) Equity, (File 333-101496 - Nov. 26)
        (BR. 09)

S-8     IBIZ TECHNOLOGY CORP, 1919 WEST LONE CACTUS, PHOENIX, AZ, 85201,
        6239200 - 9,000,000 ($126,000.00) Equity, (File 333-101497 - Nov. 26)
        (BR. 03)

S-3     VAXGEN INC, 1000 MARINA BLVD, STE 200, BRISBANE, CA, 94005,
        6506241000 - 789,815 ($14,501,003.00) Equity, (File 333-101498 -
        Nov. 26) (BR. 01)

S-3     LA JOLLA PHARMACEUTICAL CO, 6455 NANCY RIDGE DR, SAN DIEGO, CA, 92121,
        6194526600 - 125,000,000 ($125,000,000.00) Equity, (File 333-101499 -
        Nov. 26) (BR. 01)

S-3     BA RESIDENTIAL SECURITIES INC, 201 NORTH TRYON ST, CHARLOTTE, NC,
        28255, 7043884503 - 0 ($1,000,000.00) Mortgage Backed Securities,
        (File 333-101500 - Nov. 26) (BR. )

S-3     VAXGEN INC, 1000 MARINA BLVD, STE 200, BRISBANE, CA, 94005,
        6506241000 - 789,815 ($14,501,003.00) Equity, (File 333-63258 -
        Nov. 26) (BR. 01)
     

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

ABN AMRO MORTGAGE CORP                  DE                X       11/01/02

ABN AMRO MORTGAGE CORP                  DE                X       11/01/02

ABN AMRO MORTGAGE CORP MULTI CLASS CE   DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 1998-2    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 1998-3    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 1998-4    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 1998-5    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 1999-1    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 1999-2    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 1999-3    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 1999-4    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 1999-5    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 1999-6    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 1999-7    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 1999-8    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2000-1    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2000-3    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2000-4    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2001-1A   DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2001-3    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2001-5    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2001-6    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2001-7    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2001-8    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2002-1    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2002-1A   DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2002-2    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2002-3    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2002-4    DE                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2002-5    IL                X       11/01/02

ABN AMRO MORTGAGE CORP SERIES 2002-7    DE                X       11/01/02

ABRAXAS PETROLEUM CORP                  NV            X           11/26/02

ADVANCED MICRO DEVICES INC              DE            X   X       11/25/02

ADVANCED NEUROMODULATION SYSTEMS INC    TX      X         X       11/25/02

ADVANTA CORP                            DE            X   X       11/26/02

AIRSPAN NETWORKS INC                    WA            X   X       11/12/02

ALABAMA POWER CO                        AL            X   X       11/20/02

AMERIQUEST MORT SEC INC  ASS BK PAS T   DE            X           10/25/02

AMERIQUEST MORTGAGE SECURITIES INC AS   DE            X           10/25/02

APPIANT TECHNOLOGIES INC                DE          X             11/26/02

ARTHROCARE CORP                         DE                  X     11/13/02

ASGA INC /NV                            NV    X X     X X X       11/12/02

ASHWORTH INC                            DE            X   X       11/22/02

ASIA GLOBAL CROSSING LTD                              X   X       11/21/02

ASSET BACKED FUNDING CORP ASSET BK FU   DE            X   X       11/25/02

ASSET BACKED PASS THROUGH CERTIFICATE   DE            X   X       11/15/02

ATEC GROUP INC                          DE            X   X       11/25/02

ATLANTIC PREMIUM BRANDS LTD             DE            X           11/20/02

ATWOOD OCEANICS INC                     TX            X   X       11/26/02

AUTOZONE INC                            NV                X   X   11/26/02

AXEDA SYSTEMS INC                       DE            X           11/19/02

BANC OF AMERICA COMMERCIAL MORT PASS    DE            X   X       11/11/02

BANC OF AMERICA FUNDING CORP            DE            X   X       11/26/02

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

BANK OF AMERICA MORT SEC INC MORT PAS   DE            X   X       11/22/02

BEAR STEARNS ASSET BACKED SECURITIES    DE                X       11/01/02

BEAR STEARNS COMMERCIAL MORTGAGE SEC    NY            X   X       11/15/02

BEAR STEARNS COMMERCIAL MORTGAGE SEC    DE            X   X       11/15/02

BEAR STEARNS COMMERCIAL MORTGAGE SECU   DE                X       11/01/02

BEAR STEARNS COMMERCIAL MORTGAGE SECU   DE            X   X       10/15/02

BEAR STEARNS COMMERCIAL MORTGAGE SECU   DE            X   X       11/15/02

BEAR STEARNS COMMERCIAL MORTGAGE SECU   DE            X   X       11/15/02

BEAR STEARNS DEPOSITOR INC TRUST CERT                     X       11/15/02

BEAR STEARNS MORT SEC INC COM MORT PA   NY            X   X       11/16/02

BEAR STEARNS MORT SEC INC COMM MORT P   NY            X   X       11/15/02

BECTON DICKINSON & CO                   NJ            X           11/26/02

BELDEN & BLAKE CORP /OH/                OH                    X   11/22/02

BIOMARIN PHARMACEUTICAL INC             DE            X           11/30/02

BIOSPHERE MEDICAL INC                   DE            X           11/26/02

BODYGUARD RECORDS COM INC               DE          X             11/19/02

BORLAND SOFTWARE CORP                   DE      X         X       11/23/02

CAIRO ACQUISITIONS INC                  NV            X   X       11/18/02

CAPITAL ONE AUTO FINANCE TRUST 2002-A   VA            X           10/10/02

CAPITAL ONE AUTO FINANCE TRUST 2002-A   VA            X           11/12/02

CAPITAL PROPERTIES INC /RI/             RI            X   X       11/25/02

CELERIS CORP                            MN            X   X       11/25/02

CENTEX HOME EQUITY LOAN TRUST 2002-C    DE            X   X       11/25/02

CENTRAL POWER & LIGHT CO /TX/           TX                X       11/26/02  AMEND

CHEVY CHASE AUTO RECEIVABLES TRUST 20   MD            X           10/31/02

CHEVY CHASE AUTO RECEIVABLES TRUST 20   MD            X           10/31/02

CHEVY CHASE AUTO RECEIVABLES TRUST 20                 X           10/31/02

CHEVY CHASE AUTO RECEIVABLES TRUST 20   MD            X           10/31/02

CHEVY CHASE AUTO RECEIVABLES TRUST 20   MD            X           10/31/02

CHEVY CHASE HOME LOAN TRUST 1996-1      MD            X           10/31/02

CHEVY CHASE HOME LOAN TRUST 1997-1      MD            X           10/31/02

CITICORP MORTGAGE SECURITIES INC        DE      X                 11/26/02

CLICKSOFTWARE TECHNOLOGIES LTD          L3            X   X       11/25/02

CNH CAPITAL RECEIVABLES INC             DE            X   X       11/15/02

CNH RECEIVABLES INC                     DE            X   X       11/15/02

COCA COLA ENTERPRISES INC               DE                X   X   11/26/02

COLE NATIONAL CORP /DE/                 DE            X           11/26/02

COLE NATIONAL GROUP INC                 DE            X           11/26/02

COMMERCIAL FEDERAL CORP                 NE            X   X       11/25/02

COMMERCIAL METALS CO                    DE                    X   11/26/02

COMMERCIAL MORTGAGE PASS THROUGH CERT   DE            X   X       11/18/02

COMMERCIAL MORTGAGE PASS THROUGH CERT   DE            X   X       11/18/02

COMMERCIAL MORTGAGE PASS THRU CERTIFI   DE            X   X       11/15/02

CORE SOLUTIONS INC                      NV          X             08/23/02  AMEND

CORTEX SYSTEMS INC                      NV            X           11/26/02

COVEST BANCSHARES INC                   DE            X   X       11/26/02

CREDIT SUISSE FIRST BOSTON ABS TRUST    DE            X   X       11/25/02

CREDIT SUISSE FIRST BOSTON MOR AC COR   DE            X   X       11/25/02

CREDIT SUISSE FIRST BOSTON MORT ACCEP   DE            X   X       11/25/02

CREDIT SUISSE FIRST BOSTON MORT BACK    DE            X   X       11/25/02

CREDIT SUISSE FIRST BOSTON MORTGAGE S   DE            X           11/26/02

CREDIT SUISSE FIRST BOSTON MORTGAGE S   DE            X   X       11/22/02

CREDIT SUISSE FIRST BOSTON MORTGAGE S   DE            X           11/26/02

CREDIT SUISSE FIRST BOSTON MORTGAGE S   DE            X           11/26/02

CREDIT SUISSE FIRST BOSTON USA INC      DE            X   X       11/25/02

CREDIT SUISSE FIRST BOSTON USA INC      DE            X           11/26/02

CREDIT SUISSE FST BOS MOR SEC CSFB MO   DE            X   X       11/25/02

CREDIT SUISSE FST BOSTON MT SEC CO HM   DE            X   X       11/25/02

CROWN CASTLE INTERNATIONAL CORP         DE            X   X       11/22/02

CSFB COMMERCIAL MORTGAGE BACKED PASS                  X   X       11/18/02

CSFB MORTGAGE BACKED PASS THROUGH CER   DE            X   X       11/22/02

CSFB MORTGAGE BACKED PASS THROUGH CER   DE            X   X       11/25/02

CSFB MORTGAGE BACKED PASS THROUGH CER   DE            X   X       11/25/02

CSFB MORTGAGE BACKED PASS THROUGH CER   DE            X   X       11/25/02

CSFB MORTGAGE SECURITIES PASS THROUGH   DE            X   X       11/25/02

CSFB MORTGAGED BACKED PASS THRU CERTI   DE            X   X       11/25/02

DECRANE AIRCRAFT HOLDINGS INC           DE                X   X   11/26/02

DECRANE HOLDINGS CO                     DE                X   X   11/26/02

DEUTSCHE FLOORPLAN RECEIVABLES L P      DE            X   X       10/31/02

DICUT INC                               DE          X             11/21/02

DNB FINANCIAL CORP /PA/                 PA                X   X   11/26/02

DYNAMIC HEALTH PRODUCTS INC             FL      X         X       11/22/02

E COM TECHNOLOGIES CORP                 NV          X             11/08/02  AMEND

EATON VANCE CORP                        MD            X   X       10/31/02

EL PASO ELECTRIC CO /TX/                TX            X           11/26/02

EMERSON ELECTRIC CO                     MO                    X   11/26/02

ENVIROKARE TECH INC                     NV            X   X       11/26/02

ENVIRONMENTAL POWER CORP                DE                X       11/26/02

EQUITY ONE ABS INC                      DE            X   X       11/25/02

EQUITY ONE ABS INC EQUITY ONE MORTGAG   DE            X           11/25/02

EQUITY ONE ABS INC MORTGAGE PAS TH CE   DE            X   X       11/25/02

EQUITY ONE ABS INC MORTGAGE PASS THRU   DE            X   X       11/25/02

EQUITY ONE ABS INC MORTGAGE PASS THRU   DE            X           11/25/02

ESPERION THERAPEUTICS INC/MI            DE            X   X       11/26/02

EXELON CORP                             PA            X           11/04/02

FARMER MAC MORTGAGE SECURITIES CORP     DE            X   X       11/14/02

FIBERCORE INC                           NV            X           11/26/02

FIRST LITCHFIELD FINANCIAL CORP         DE            X           11/26/02

FIRST MIDWEST BANCORP INC               DE            X   X       11/26/02

FIRST UNION COMM MORT TRUST COMM MOR    NY            X   X       11/18/02

FIRSTBANK CORP                          MI                    X   11/26/02

FORWARD AIR CORP                        TN            X   X       11/26/02

FORWARD INDUSTRIES INC                  NY                X   X   11/26/02

FRIEDE GOLDMAN HALTER INC               MS      X         X       11/15/02

FRONTSTEP INC                           OH            X   X       11/24/02

GAMOGEN INC                             NY    X X       X X X     11/13/02

GATEWAY INTERNATIONAL HOLDINGS INC      NV      X                 11/07/02  AMEND

GE CAPITAL COMMERCIAL MORT CORP MORT    DE            X   X       11/10/02

GMAC COMMERCIAL MORTGAGE SEC INC MRT                  X   X       11/15/02

GREENWICH CAPITAL ACCEPTANCE INC MRT    DE            X   X       11/18/02

GS MORTGAGE SECURITIES CORP GSMPS MOR   DE            X   X       11/20/02

GS MORTGAGE SECURITIES CORP MORT PAS    DE            X           10/25/02

GSR MORTGAGE LOAN TRUST 2001-1                        X   X       11/25/02

GSR MORTGAGE LOAN TRUST 2002-1                        X   X       11/25/02

GSR MORTGAGE LOAN TRUST 2002-2                        X   X       11/25/02

GSR MORTGAGE LOAN TRUST 2002-3F                       X   X       11/25/02

GSR MORTGAGE LOAN TRUST 2002-4                        X   X       11/25/02

HARVEY ELECTRONICS INC                  NY            X           11/22/02

HORTON D R INC /DE/                     DE            X   X       11/26/02

HOUSEHOLD AUTO RECEIVABLES CORP         NV            X   X       11/22/02

I TRACK INC                             NV            X           11/19/02

IMH ASSETS CORP                         DE            X           10/25/02

IMH ASSETS CORP                         DE      X     X   X       11/27/02

INDIGO ENERGY INC                       DE                    X   11/26/02

INDYMAC MBS INC                                       X   X       11/26/02

INDYMAC MBS INC RESIDENTIAL ASSET SEC                 X           10/25/02

INDYMAC MBS INC RESIDENTIAL ASSET SEC                 X           10/25/02

INTEGRAMED AMERICA INC                  DE            X           11/26/02

INTERCHANGE FINANCIAL SERVICES CORP /   NJ      X                 11/22/02

INTERNATIONAL BUSINESS MACHINES CORP    NY                X       11/20/02

INTERNATIONAL BUSINESS MACHINES CORP    NY                X       11/20/02

INTERNATIONAL BUSINESS MACHINES CORP    NY                X       11/20/02  AMEND

IQUNIVERSE INC                          MN            X           11/18/02

JABIL CIRCUIT INC                       DE                X   X   11/25/02

JAG MEDIA HOLDINGS INC                  NV            X   X       11/26/02

JUPITER MARINE INTERNATIONAL HOLDINGS   FL            X           11/21/02

KELLWOOD CO                             DE            X   X       11/26/02

KRAFT FOODS INC                         VA            X   X       11/26/02

LA JOLLA PHARMACEUTICAL CO              DE            X           09/18/02

LABONE INC/                             MO                    X   11/26/02

LEVI STRAUSS & CO                       DE            X   X   X   11/25/02

LEVI STRAUSS & CO                       DE            X   X       11/25/02

LINK GROUP INC                          CO              X         11/25/02

LODGIAN INC                             DE            X   X       11/25/02

LYONDELL CHEMICAL CO                    DE            X   X       11/26/02

M&I  AUTO LOAN TRUST 2001-1             DE            X   X       11/20/02

M&I AUTO LOAN TRUST 2002-1              DE            X   X       11/20/02

MAXXZONE COM INC                                    X     X       11/11/02

MBNA CORP                               MD            X   X       11/26/02

MDC HOLDINGS INC                        DE            X   X       11/25/02

MELLON FINANCIAL CORP                   PA            X   X       11/18/02

MELLON RESIDENTIAL FUNDING CORP MOR P   DE            X   X       10/15/02

MERRILL LYNCH MORT LN ASS BKD CERTS S   DE                X       11/01/02

MILLENNIUM CHEMICALS INC                DE                X   X   11/26/02

MONROE BANCORP                          IN                X   X   11/26/02

MORGAN STANLEY ABS CAPITAL I INC CAPI   DE            X           10/25/02

MORGAN STANLEY DEAN WITTER CAP I INC    DE            X   X       11/15/02

MORGAN STANLEY DEAN WITTER CAPITAL I    DE            X   X       11/15/02

MYRIAD GENETICS INC                     DE            X   X       11/21/02

NEOTHERAPEUTICS INC                     DE            X   X       11/21/02

NETMANAGE INC                           DE            X   X       11/25/02

NEWS COMMUNICATIONS INC                 NV      X         X       11/11/02

NISSAN AUTO RECEIVABLES 2002 B  OWNER   DE            X           10/31/02

NISSAN AUTO RECEIVABLES 2002 C OWNER    DE            X           11/15/02

NORFOLK SOUTHERN CORP                   VA            X   X       11/26/02

NORTHEAST UTILITIES SYSTEM              MA            X           11/26/02

OAKWOOD HOMES CORP                      NC            X   X       11/23/02

OLD DOMINION FREIGHT LINE INC/VA        VA            X   X       11/25/02

OMNISKY CORP                                          X   X       11/20/02

OP TECH ENVIRONMENTAL SERVICES INC      DE          X             11/25/02

ORYX TECHNOLOGY CORP                    DE            X   X       11/19/02

PAWNMART INC                            DE            X           11/15/02

PERMA FIX ENVIRONMENTAL SERVICES INC    DE            X           11/25/02

PHILIPS INTERNATIONAL REALTY CORP       MD                X       10/03/02  AMEND

PIVOTAL CORP                                                  X   11/25/02

PRICELINE COM INC                       DE            X           11/25/02

PROCTER & GAMBLE CO                     OH            X           11/26/02

PROCTER & GAMBLE CO                     OH            X           06/30/02

PUBLIC SERVICE CO OF OKLAHOMA           OK            X   X       11/21/02

PUBLIC SERVICE CO OF OKLAHOMA           OK                X       11/26/02  AMEND

QWEST COMMUNICATIONS INTERNATIONAL IN   DE            X   X       11/18/02

RADVISION LTD                                         X           11/26/02

RF MICRO DEVICES INC                    NC            X           11/14/02

RHOMBIC CORP                            NV      X         X   X   11/19/02

SANDERS MORRIS HARRIS GROUP INC         TX            X   X       11/26/02

SEARS CREDIT ACCOUNT MASTER TRUST II    IL            X   X       11/22/02

SEARS ROEBUCK ACCEPTANCE CORP           DE            X   X       11/20/02

SEMTECH CORP                            DE            X   X       11/25/02

SERVICE MERCHANDISE CO INC              TN            X   X       09/30/02

SHIRE PHARMACEUTICALS GROUP PLC                       X   X       11/26/02

SIGNAL TECHNOLOGY CORP                  DE            X   X       11/20/02

SKINVISIBLE INC                         NV            X   X       11/22/02

SOUTHERN CO                             DE            X           11/25/02

SOUTHWESTERN ELECTRIC POWER CO          DE                X       11/26/02  AMEND

SPANTEL COMMUNICATIONS INC              FL            X           09/20/02

SPORTING MAGIC INC                      DE          X             11/25/02

SRI SURGICAL EXPRESS INC                FL            X   X       11/20/02

STERLING CHEMICALS HOLDINGS INC /TX/    DE        X       X       11/20/02

STRATUS SERVICES GROUP INC              DE      X         X       11/26/02

STRAYER EDUCATION INC                   MD            X   X       11/25/02

STRUCTURED ASSET MORTGAGE INVEST MORT                 X   X       11/19/02

STRUCTURED ASSET MORTGAGE INVESTMENTS   DE            X   X       11/22/02

STRUCTURED ASSET SEC CORP COMM MORT P   DE                X       11/01/02

STRUCTURED ASSET SECURITIES CORP        DE            X           11/22/02

STRUCTURED ASSET SECURITIES CORP LB-U   DE                X       11/01/02

STRUCTURED ASSET SECURITIES CORP MORT   DE                X       11/01/02

SUNTERRA CORP                           MD          X             11/19/02

SWIFT TRANSPORTATION CO INC             NV            X   X       11/25/02

TENET HEALTHCARE CORP                   NV            X   X       11/22/02

TENGASCO INC                            TN            X           11/22/02

TEREX CORP                              DE                X       11/26/02  AMEND

TEXAS PETROCHEMICAL HOLDINGS INC        DE            X   X       11/26/02

TEXAS PETROCHEMICALS LP                 TX            X   X       11/26/02

THEGLOBE COM INC                        DE            X   X       11/12/02

TRAFFIC TECHNOLOGY INC                                X           11/22/02

TRAFFIX INC                             DE            X   X       11/26/02

TRANSACTION SYSTEMS ARCHITECTS INC      DE            X   X       11/25/02

TRANSOCEAN INC                          E9                    X   11/26/02

TRUDY CORP                              DE                X       08/20/02  AMEND

TXU CORP /TX/                           TX            X   X       11/22/02

UAL CORP /DE/                           DE            X   X       11/26/02

UNION BANKSHARES CORP                   VA            X   X       11/25/02

UNITED BANCORP INC /OH/                 OH          X     X       11/19/02

UNITEDHEALTH GROUP INC                  MN                X   X   11/26/02

US AIRWAYS GROUP INC                    DE            X   X       11/26/02

VASCULAR SOLUTIONS INC                  DE            X   X       11/26/02

VENTAS INC                              DE            X   X       11/25/02

VIRAGE LOGIC CORP                       CA            X           11/08/02

WACHOVIA COMMERCIAL MORT PASS THRU CE   NC            X   X       10/15/02

WACHOVIA COMMERCIAL MORT PASS THRU CE   NC            X   X       11/22/02

WDO CORP                                NV            X   X       10/15/02  AMEND

WEST TEXAS UTILITIES CO                 TX                X       11/26/02  AMEND

WESTERN GAS RESOURCES INC               DE            X           11/26/02

WILLAMETTE VALLEY VINEYARDS INC         OR            X           11/26/02

WILLIAMS COMPANIES INC                  DE                    X   11/26/02

WODFI LLC                               FL            X           10/15/02

WORLD OMNI AUTO RECEIVABLES LLC         DE            X           10/31/02

WORLD OMNI AUTO RECEIVABLES LLC         DE            X           10/31/02

WSFS FINANCIAL CORP                     DE            X   X       11/25/02

XO COMMUNICATIONS INC                   DE        X       X       11/15/02  AMEND

XTO ENERGY INC                          DE            X   X       11/25/02