SEC NEWS DIGEST

Issue 2004-54                                              March 19, 2004
     


COMMISSION ANNOUNCEMENTS

     
TRADING SUSPENDED IN SECURITIES OF QUENCH, INC.
     
     The  Commission announced the temporary suspension, pursuant to  Section
     12(k)  of the Securities Exchange Act of 1934 (Exchange Act), of trading
     of  the  securities of Quench, Inc. (Quench), of Jericho, New York  at
     9:30  a.m., EST, on March 19, 2004, and terminating at 11:59 p.m.,  EST,
     on April 1, 2004.
     
     The  Commission  temporarily  suspended trading  in  the  securities  of
     Quench  because of questions that have been raised about  the  accuracy
     and  adequacy  of  publicly disseminated information  concerning,  among
     other things, 1) vendor contracts between Quench and Time-Warner, Inc.,
     7-Eleven,  Disney World Property-Grosvenor Resorts and  others;  2)  the
     "exclusive distribution" of Quench products through Sysco Food Service;
     3)  the launching of Quench's new distribution channel covering the 700
     islands  of  the  Bahamas; and 4) the accuracy  of  Quench's  published
     financial information.
     
     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  Quench'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.   For
     questions relating to the operation of Rule 15c2-11, please contact  the
     Division of Market Regulation at (202) 942-0069.
     
     If any broker-dealer or other person has any information that may relate
     to  this  matter, they should immediately communicate it  to  Harold  F.
     Degenhardt,  District Administrator (817) 900-2607, Spencer C.  Barasch,
     Associate  District Administrator (817) 978-6425, or Jeffrey  A.  Cohen,
     Assistant  District  Administrator (817) 978-6480,  at  the  Fort  Worth
     District Office of the Securities and Exchange Commission.
     
     The  Commission  acknowledges  the assistance  and  cooperation  of  the
     National Association of Securities Dealers.  (Rel. 34-49448)

OFFICE OF THE CHIEF ACCOUNTANT SELECTS SIX PROFESSIONAL ACCOUNTING FELLOWS

     The  Securities and Exchange Commission's Office of the Chief Accountant
     has  selected  six  professional accounting fellows for  two-year  terms
     beginning in June 2004:

     * Shan L. Benedict, currently a senior manager in BDO Seidman, LLP's
       National SEC Department, based in Chicago, IL.

     * Jennifer M. Burns, currently a senior manager in Deloitte & Touche LLP's
       National Office Risk, Regulatory, Professional Matters Group based in 
       Wilton, CT.

     * Mark A. Northan, currently a senior manager in KPMG LLP's Department of
       Professional Practice, based in New York, NY.

     * Brian K. Roberson, currently a senior manager in KPMG LLP's Department
       of Professional Practice, based in New York, NY.

     * Nancy L. Salisbury, currently a senior manager in Ernst & Young LLP's
       Baltimore, MD practice office and formerly in the firm's Mid-Atlantic 
       Area Professional Practice Group.

     * Pamela R. Schlosser, currently a senior manager in PricewaterhouseCoopers 
       LLP's Professional, Technical, Risk and Quality Group based in Florham
       Park, NJ.

     The  six will join the current professional accounting fellows -  Robert
     J.  Comerford,  Russell P. Hodge, John M. James, and  Chad  A.  Kokenge.
     Outgoing professional accounting fellows are D. Douglas Alkema,  Gregory
     A. Faucette, Randolph P. Green, and Eric J. Schuppenhauer.
     
     At  the  Commission, the newly selected professional accounting  fellows
     will  be  involved in the study and development of rule proposals  under
     the  federal  securities laws, liaison with the professional  accounting
     and auditing standards-setting bodies, and consultation with registrants
     on accounting and reporting matters.
     
     "I  am  excited to work with this group of highly qualified and talented
     individuals.   This is an exciting time to work at the Commission  given
     the  unprecedented number of issues on our agenda.  I also want to thank
     the  outgoing  professional accounting fellows for their hard  work  and
     dedication  and wish them the very best as they begin a new  chapter  in
     their  careers,"  said Donald T. Nicolaisen, Chief Accountant.    (Press
     Rel. 2004-39)


ENFORCEMENT PROCEEDINGS

     
WULF INTERNATIONAL AND GEORGE WULF SANCTIONED
                                      
     The  Commission  announced the entry of judgments by a federal  district
     court  in Austin, Texas against Wulf International Ltd. and its founder,
     former chairman, and former chief executive officer, George R. Wulf. The
     judgments   permanently  enjoined  Wulf  International  and  Wulf   from
     violating Section 10(b) of the Securities Exchange Act of 1934 (Exchange
     Act)  and Rule 10b-5 thereunder.  The judgment against Wulf also  barred
     him  from  acting  or serving as an officer or director  of  any  public
     company,  and  from participating in an offering of  penny  stock.   The
     Commission's  complaint  alleged that, between January  2001  and  April
     2002,  Wulf  International, through Wulf, made fraudulent statements  in
     press releases concerning its receipt of financing commitments for  low-
     income  housing projects in the Philippines and Pakistan, and the status
     of  required  approvals from the Philippines government for the  housing
     project in that country.  The complaint also alleged that the defendants
     disseminated  false  and  misleading  earnings  projections  about   the
     projects.
     
     Wulf International and Wulf consented to the judgments without admitting
     or  denying  any  of  the  allegations in  the  Commission's  complaint.
     Litigation  as to the Commission's claims for disgorgement of ill-gotten
     gains  and civil money penalties against Wulf is continuing.    [SEC  v.
     Wulf  International Ltd. and George R. Wulf, Civ. No. A03CA-565SS  (USDC
     ND Texas)] (LR-18629)
     
SEC OBTAINS PERMANENT INJUNCTION AND OTHER RELIEF AGAINST DONALD ELLIS, OWNER
OF D&E ACQUISITIONS, INC.

     The  Commission announced that on March 15 the Honorable C. Ashley Royal
     of  the United States District Court for the Middle District of Georgia,
     entered an order of permanent injunction and other relief against Donald
     N.  Ellis  (Ellis) of Union Point, Georgia for engaging in  an  unlawful
     offering  of  securities,  for  which  no  exemption  from  registration
     existed,  through his solely owned company D&E Acquisitions, Inc.  (D&E)
     based  in  Greene  County  Georgia.   Judge  Royal's  order  permanently
     enjoined  Ellis  from further violating the registration provisions  set
     forth  in  Sections 5(a) and 5(c) of the Securities Act of 1933.   Ellis
     consented  to  the entry of the order without admitting or  denying  the
     allegations  of  the  Commission's first amended complaint.   Ellis  was
     ordered to pay disgorgement, prejudgment interest and a civil penalty in
     amounts to be resolved upon motion of the Commission at a later date.

     The  Commission sued Ellis and D&E along with John Benjamin Stewart, Jr.
     (Stewart),  Stewart  Finance  Company  (Stewart  Finance)  and   Stewart
     National  Finance  Company (Stewart National).   The  amended  complaint
     alleged  that  Stewart and his companies, Stewart  Finance  and  Stewart
     National,  previously  engaged in a series of  unregistered  offers  and
     sales  of  securities,  without  an  exemption  from  registration,   in
     violation  of  the  federal securities laws, and  further  alleged  that
     Stewart,  for his own benefit, caused D&E to be formed through Ellis,  a
     straw  man, for the purpose of allowing securities previously issued  by
     Stewart  Finance  and  Stewart National to be  rolled  over  and  issued
     through  D&E.   The  offering  through  D&E,  which  unlawfully   raised
     approximately  $6  million,  constituted  an  unregistered  offering  of
     securities,  which  was integrated with the earlier  unregistered,  non-
     exempt  offerings.  [SEC v. John Benjamin Stewart, Jr., Stewart  Finance
     Company,  Stewart  National Finance Company, Donald  N.  Ellis  and  D&E
     Acquisitions, Inc., Civil Action File No. 3:03-CV-42 (CAR) MD  GA]  (LR-
     18630)


ADDITIONS AND CORRECTIONS

     
     A   summary  entitled  "SEC  SUES  FOUR  INDIVIDUALS  BEHIND  MILLENNIUM
     FINANCIAL, LTD., A $20 MILLION FRAUDULENT BOILER ROOM OPERATION" in  the
     March 16th issue of the Digest should have appeared as follows:
     
     SEC SUES FOUR INDIVIDUALS BEHIND MILLENNIUM FINANCIAL, LTD.,
     A $20 MILLION FRAUDULENT BOILER ROOM OPERATION
                                      
          On  March  15, the Commission filed an action in the U.S.  District
          Court   for  the  Southern  District  of  New  York  against   four
          individuals  who managed all or part of Millennium Financial,  Ltd.
          (Millennium),  a sophisticated and fraudulent international  boiler
          room operation.  The Commission's complaint alleges that Millennium
          conducted  fraudulent operations from Spain, Mexico and the  United
          States, and operated from approximately March 2000 until June 2002.
          The  complaint alleges that, during that time, Millennium defrauded
          more  than 700 investors in over 20 countries, and raised more than
          $20 million.

          The  complaint  alleges  that  Rodney  Shehyn  headed  Millennium's
          operations, and that Rodney Marr, Donald Marr and Karen Leigh  each
          acted, at various times, as Millennium salespersons and managers of
          other  salespersons.   The  complaint  alleges  that  each  of  the
          defendants knew of the fraudulent nature of Millennium's operations
          and  took numerous steps to conceal their respective roles.   Among
          other  things,  the  complaint alleges that each  of  them  used  a
          variety of aliases when working for Millennium.

          The  complaint alleges that Millennium made a number of  fraudulent
          claims  about  itself  and  the securities  that  it  was  selling.
          Millennium  first  identified potential investors  by  renting  the
          subscription  lists  of  English language  financial  publications,
          including  certain well-known U.S. publications.   Millennium  then
          contacted  those  subscribers and lured them in with  false  claims
          that  it was a prestigious offshore banking firm with a "phenomenal
          21-year track record."  In reality, Millennium began its operations
          in approximately March 2000.

          The  complaint alleges that Millennium then engaged in  a  two-step
          "bait  and  switch" sales scheme.  First, Millennium's salespersons
          fraudulently induced investors to purchase U.S. securities  trading
          on  the  New  York  Stock  Exchange (NYSE).   Those  investors  who
          purchased  NYSE-traded securities were then  contacted  by  another
          Millennium salesperson.  In the second stage of the sales  process,
          Millennium fraudulently induced investors to sell their NYSE-traded
          securities and invest the proceeds, plus additional money,  in  the
          so-called  "pre-initial public offering" securities of  small  U.S.
          companies,   including  Key  Card  Communications,   Inc.,   kNutek
          Holdings,  Inc.  and Sonic Garden, Inc.  Millennium's  salespersons
          used  high  pressure sales tactics and made a number of  fraudulent
          statements concerning the value of these securities.  None  of  the
          companies  which  issued these securities  have  had  an  IPO,  and
          Millennium's  investors have typically lost most, if  not  all,  of
          their investment.

          The  Commission's  complaint alleges that each  of  the  defendants
          violated   the  antifraud  provisions  of  the  federal  securities
          contained  within Section 17(a) of the Securities Act of 1933,  and
          Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act)
          and  Rule  10b-5 promulgated thereunder.  It alleges  that  Shehyn,
          Rodney  Marr and Donald Marr are liable for Millennium's violations
          of  Section 10(b) of the Exchange Act and Rule 10b-5 as controlling
          persons  under  Section 20(a) of the Exchange Act.   The  complaint
          further  alleges that Shehyn violated Section 15(a) of the Exchange
          Act.  The Commission's complaint seeks, against all the defendants,
          a  permanent  injunction against future violations of  the  federal
          securities laws, disgorgement and prejudgment interest thereon,  an
          accounting  and  repatriation  of investor  funds,  civil  monetary
          penalties, and a penny stock bar.  SEC v. Rodney S. Shehyn,  a.k.a.
          Robert  Schmidt,  a.k.a.  Zach Adams, a.k.a.  Jack  Bishop,  a.k.a.
          Geoffrey Williams, a.k.a. Alex Gray, a.k.a. Jason Henley, Rodney D.
          Marr,  a.k.a. Robert Moran, a.k.a. Ronald Carlson, Donald L.  Marr,
          a.k.a.  Lloyd  Weston, a.k.a. Donald Masters, and Karen  S.  Leigh,
          a.k.a. Elizabeth Blaine, a.k.a. Victoria Young, Civil Action No. 04
          CV  02003  (MBM)  (S.D.N.Y.)  (filed March  15,  2004);  Litigation
          Release No. 18624 (March 15, 2004).

          On  May 22, 2002, the Commission filed an action against Millennium
          itself.  SEC v. Millennium Financial, Ltd., and Newpont Fiduciaries
          &  Nominees,  S.A.,  Civil Action No. 02 CV 3901 (MBM)  (S.D.N.Y.);
          Litigation  Release Nos. 17528 (May 22, 2002) and 17576  (June  20,
          2002).   In  that action, the court issued a preliminary injunction
          and  asset  freeze, and also appointed a receiver.  For  additional
          information  concerning  the receiver,  investors  may  access  the
          website at www.millfinreceiver.com.
          
          On  May  21,  2001,  Shehyn  was arrested  in  connection  with  an
          indictment in another boiler room operation.  On or about June  28,
          2001, Shehyn was released pending trial in the Southern District of
          California.  He was re-arrested on June 11, 2002, for violating the
          conditions  of his pre-trial release.  Since then, he has  been  in
          custody in the Metropolitan Correctional Center in San Diego.
          
          The Commission wishes to acknowledge the cooperation and assistance
          of  the  regulatory and law enforcement officials of  more  than  a
          dozen   foreign  jurisdictions  in  connection  with  this  matter,
          including  the  Federation  of  St.  Kitts  and  Nevis,  which  has
          restrained  over  $1.3 million of defrauded  investor  funds.   The
          Commission   also   wishes  to  acknowledge  the  cooperation   and
          assistance of the U.S. Immigration and Customs Enforcement.

          In order to assist investors, the Commission has released an online
          brochure  on  pre-IPO  fraud.  Entitled  "Risky  Business:  Pre-IPO
          Investing,"  the brochure advises investors about the  consequences
          of  investing  at  the  pre-IPO stage and  provides  key  questions
          investors    should   ask.   The   brochure   is    available    at
          www.sec.gov/investor/pubs/preipo.htm.   The  Commission  has   also
          posted  a  warning  to  foreign investors who may  be  additionally
          victimized  by  those who promise to help recover  losses  in  U.S.
          microcap  stocks.   In  some cases, individuals  have  fraudulently
          promised  to  help investors recover losses for a  substantial  fee
          disguised  as  some type of tax, deposit, or refundable  insurance.
          The   notice   concerning   these   activities   is   located    at
          www.sec.gov/investor/pubs/fleecing.htm

          The  Commission  is continuing its investigation  in  this  matter.
          [SEC v. RODNEY S. SHEHYN, a.k.a. Robert Schmidt, a.k.a. Zach Adams,
          a.k.a.  Jack  Bishop, a.k.a. Geoffrey Williams, a.k.a.  Alex  Gray,
          a.k.a.  Jason  Henley, RODNEY D. MARR, a.k.a. Robert Moran,  a.k.a.
          Ronald  Carlson, DONALD L. MARR, a.k.a. Lloyd Weston, a.k.a. Donald
          Masters,  and  KAREN  S.  LEIGH, a.k.a.  Elizabeth  Blaine,  a.k.a.
          Victoria  Young,  Civil  Action No. 04 CV 02003  (MBM)  SDNY]  (LR-
          18624).  The release was reissued on March 18 (See LR-18624A).
     

SELF-REGULATORY ORGANIZATIONS


PROPOSED RULE CHANGES

     The  Boston Stock Exchange filed a proposed rule change (SR-BSE-2004-10)
     to  permit  the  separation of the Chairman and Chief Executive  Officer
     positions.   Publication  of  the notice  in  the  Federal  Register  is
     expected during the week of March 22.  (Rel. 34-49434)
     
     A proposed rule change (SR-CHX-2003-24) and Amendment No. 1 thereto have
     been  filed by the Chicago Stock Exchange relating to the definition  of
     Primary  Market.  Publication of the notice in the Federal  Register  is
     expected during the week of March 22.  (Rel. 34-49437)
     
     The  National  Association of Securities Dealers filed a  proposed  rule
     change (SR-NASD-2004-023) and Amendment No. 1 thereto to amend its Order
     Audit   Trail  System  (OATS)  rules  relating  to  execution   reports.
     Publication of the notice in the Federal Register is expected during the
     week of March 22.  (Rel. 34-49439)
     
     The  International Securities Exchange filed a proposed rule change (SR-
     ISE-2004-05)  relating  to  customized market  data  reports  (ISEmine).
     Publication of the notice in the Federal Register is expected during the
     week of March 22.  (Rel. 34-49442)
     
IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES

     The  Options Clearing Corporation filed a proposed rule change  (SR-OCC-
     2004-01)  under  Section  19(b)(1) of the  Exchange  Act,  which  became
     effective  upon  filing, to reduce certain clearing fees for  securities
     option contracts effective April 1, 2004.  Publication of the notice  in
     the Federal Register is expected during the week of March 22.  (Rel. 34-
     49436)
     
     A  proposed  rule change (SR-Amex-2004-07) and Amendment No.  1  thereto
     filed by the American Stock Exchange relating to ITS Trade-Throughs  and
     Locked  Markets  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 March  22.   (Rel.  34-
     49440)
     
     A  proposed  rule change (SR-NYSE-2004-15) filed by the New  York  Stock
     Exchange  relating  to  a  pilot program  to  revise  minimum  numerical
     continued  listing  standards  has become  immediately  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
     March 22.  (Rel. 34-49443).

DELISTING GRANTED

     An  order has been issued granting the application of the New York Stock
     Exchange  to  strike from listing and registration the  Class  A  Common
     Stock,  $.01 par value, of Dan Driver Inc., effective at the opening  of
     business on March 19.  (Rel. 34-49445)


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>.
     
     

SB-2    LAURIES HAPPY THOUGHTS INC, 4,150,000 ($207,500.00) Equity,
        (File 333-113700 - Mar. 18) (BR. 09)

S-3     DURATEK INC, 10100 OLD COLUMBIA ROAD, COLUMBIA, MD, 21046, 4103125100 -
        0 ($175,890,211.00) Other, (File 333-113701 - Mar. 18) (BR. 08)

N-2     NUVEEN TAX ADVANTAGED TOTAL RETURN STRATEGY FUND,
        333 WEST WACKER DRIVE, CHICAGO, IL, 60606, 3179178146 -
        0 ($1,000,000.00) Non-Convertible Debt, (File 333-113702 - Mar. 18)
        (BR. 18)

S-8     HEADWATERS INC, 10653 SOUTH RIVERFRONT PARKWAY, SUITE 300,
        SOUTH JORDAN, UT, 84095, 801-984-9400 -
        2,500,000 ($58,475,000.00) Equity, (File 333-113704 - Mar. 18) (BR. 06)

S-8     TENNECO AUTOMOTIVE INC, 500 NORTH FIELD DRIVE, LAKE FOREST, IL, 60045,
        847-482-50 - 0 ($25,900,000.00) Equity, (File 333-113705 - Mar. 18)
        (BR. 05)

S-3     NEORX CORP, 410 W HARRISON ST, SEATTLE, WA, 98119, 206-286-25 -
        0 ($11,014,650.00) Equity, (File 333-113706 - Mar. 18) (BR. 01)

S-8     DIALEX MINERALS, SUITE 600, 56 TEMPERANCE STREET, TORONTO, A6, M5H 3V5,
        416-368-7881 - 6,004,260 ($780,554.00) Equity, (File 333-113707 -
        Mar. 18) (BR. 09)

N-2     GABELLI DIVIDEND & INCOME TRUST, ONE CORPORATE CENTER, RYE, NY, 10580,
        40,100 ($3,500,000.00) Equity, (File 333-113708 - Mar. 18) (BR. 22)

S-8     DIVERSIFIED FINANCIAL RESOURCES CORP, SANDRA JORGENSEN,
        1771 WOLVISON WAY, SAN DIEGO, CA, 92154, 6195757904 -
        75,000,000 ($525,000.00) Non-Convertible Debt, (File 333-113709 -
        Mar. 18) (BR. 07)

S-3     SUN HEALTHCARE GROUP INC, 101 SUN AVENUE N E, ALBUQUERQUE, NM, 87109,
        5058213355 - 6,443,129 ($66,831,355.55) Equity, (File 333-113710 -
        Mar. 18) (BR. 08)

S-8     GENESIS BIOVENTURES INC, 1A - 3033 KING GEORGE HIGHWAY, SURREY,
        BRITISH COLUMBIA CAN, A1, V4P 1B8, 6045420820 - 34,000 ($340.00) Other,
        (File 333-113711 - Mar. 18) (BR. 01)

SB-2    ARENA RESOURCES INC, 4920 SOUTH LEWIS STREET, SUITE 107, TULSA, OK,
        74105, 9187476060 - 3,240,000 ($23,268,240.00) Equity,
        (File 333-113712 - Mar. 18) (BR. 04)

S-3     TRAFFIX INC, ONE BLUE HILL PLAZA, PO BOX 1665, PEARL RIVER, NY, 10965,
        9146201212 - 0 ($207,231.00) Equity, (File 333-113713 - Mar. 18)
        (BR. 05)

S-3     S&T BANCORP INC, 43 SOUTH NINTH ST, P O BOX 190, INDIANA, PA, 15701,
        7244651466 - 500,000 ($14,925,000.00) Equity, (File 333-113714 -
        Mar. 18) (BR. 07)

S-11    BIMINI MORTGAGE MANAGEMENT INC, 3305 FLAMINGO DRIVE, SUITE 100,
        VERO BEACH, FL, 32963, 7722311400 - 0 ($172,500,000.00) Equity,
        (File 333-113715 - Mar. 18) (BR. )

SB-2    ALTERNATE ENERGY CORP, 3325 NORTH SERVICE ROAD, UNIT 105, BURLINGTON,
        A6, L7N 2G2, 9053323110 - 12,421,142 ($9,564,279.00) Equity,
        (File 333-113716 - Mar. 18) (BR. 03)

S-4     WHITING PETROLEUM CORP, 0 ($48,479,534.00) Equity, (File 333-113717 -
        Mar. 18) (BR. 04)

S-8     TERCICA INC, 651 GATEWAY BLVD SUITE 950, SOUTH SAN FRANCISCO, CA,
        94060, 6506244900 - 3,359,560 ($22,979,082.02) Equity,
        (File 333-113718 - Mar. 18) (BR. 01)

S-3     TIVO INC, 2160 GOLD STREET, PO BOX 2160, ALVISO, CA, 95002,
        4087476080 - 0 ($74,400,000.00) Unallocated (Universal) Shelf,
        (File 333-113719 - Mar. 18) (BR. 37)

N-2     SALOMON BROTHERS INFLATION MANAGEMENT FUND INC,
        0 ($1,000,000.00) Equity, (File 333-113720 - Mar. 18) (BR. )

S-8     TOLL BROTHERS INC, 3103 PHILMONT AVE, HUNTINGDON VALLEY, PA, 19006,
        2159388000 - 7,000,000 ($318,570,000.00) Equity, (File 333-113721 -
        Mar. 18) (BR. 06)

S-3     HEICO CORP, 3000 TAFT ST, HOLLYWOOD, FL, 33021, 3059876101 -
        0 ($3,234,634.75) Equity, (File 333-113722 - Mar. 18) (BR. 05)

S-8     PEP BOYS MANNY MOE & JACK, 3111 W ALLEGHENY AVE, PHILADELPHIA, PA,
        19132, 2152299000 - 0 ($10,000,000.00) Other, (File 333-113723 -
        Mar. 18) (BR. 02)

S-3     STANDARD PACIFIC CORP /DE/, 15326 ALTON PARKWAY, IRVINE, CA, 92618,
        9497891600 - 0 ($85,110,000.00) Equity,
        0 ($800,000,000.00) Unallocated (Universal) Shelf, (File 333-113724 -
        Mar. 18) (BR. 06)

S-8     NORANDA INC, BCE PLACE, 181 BAY STREET, SUITE 200, TORONTO, A6,
        M5J 2T3, 416-982-7115 - 3,000,000 ($50,100,000.00) Equity,
        (File 333-113725 - Mar. 18) (BR. 04)


RECENT 8K FILINGS


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

    Item 1.    Changes in Control of Registrant.
    Item 2.    Acquisition or Disposition of Assets.
    Item 3.    Bankruptcy or Receivership.
    Item 4.    Changes in Registrant's Certifying Accountant.
    Item 5.    Other Materially Important Events.
    Item 6.    Resignations of Registrant's Directors.
    Item 7.    Financial Statements and Exhibits.
    Item 8.    Change in Fiscal Year.
    Item 9.    Regulation FD Disclosure.
    Item 10.  Amendments to the Registrant's Code of Ethics,
               or Waiver of a Provision of the Code of Ethics.
    Item 11.  Temporary Suspension of Trading Under
               Registrant's Employee Benefit Plans.
    Item 12.  Results of Operations and Financial Condition.

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


                                       STATE     8K ITEM NO.
NAME OF ISSUER                         CODE   1 2 3 4 5 6 7 8 9 10 11 12 13     DATE     COMMENT
------------------------------------------------------------------------------------------------
1ST COLONIAL BANCORP INC                PA                X           X      03/18/04

1ST CONSTITUTION BANCORP                NJ            X                      03/18/04

3COM CORP                               DE                X           X      03/18/04

ACADIA REALTY TRUST                     MD            X   X                  03/18/04

ADEPT TECHNOLOGY INC                    CA            X   X                  03/16/04

ADOBE SYSTEMS INC                       DE                            X      03/18/04

ALIGN TECHNOLOGY INC                    DE            X   X                  03/18/04

ALLIANCE BANCORP OF NEW ENGLAND INC     DE                    X              03/18/04

AMBIENT CORP /NY                        DE            X   X                  03/18/04

AMERICAN ACCESS TECHNOLOGIES INC        FL                X           X      03/16/04

AMERICAN AIRLINES INC                   DE            X                      03/17/04    AMEND

AMERICAN OIL & GAS INC                  NV                X                  03/18/04

AMERICAN VANGUARD CORP                  DE            X   X                  03/16/04

AMERIGON INC                            CA                X           X      11/12/03

AMR CORP                                DE                    X              03/18/04

AMR CORP                                DE            X                      03/17/04    AMEND

AMREIT                                  TX                X   X              12/31/03

ANACOMP INC                             IN            X X                    03/17/04

ANDREA ELECTRONICS CORP                 NY                X           X      03/16/04

ANGELICA CORP /NEW/                     MO                X           X      03/17/04

ANTHRACITE CAPITAL INC                  MD            X   X                  03/17/04

APPLIANCE RECYCLING CENTERS OF AMERIC   MN                X           X      03/17/04

APPLIANCE RECYCLING CENTERS OF AMERIC   MN                X           X      03/17/04

AQUANTIVE INC                           WA            X                      03/18/04

AUTOZONE INC                            NV                X   X              03/17/04

BACK YARD BURGERS INC                   DE                X   X       X      02/17/04

BANK OF AMERICA CORP /DE/               DE            X                      03/18/04

BANK OF SOUTH CAROLINA CORP             SC            X                      03/18/04

BARNES & NOBLE INC                      DE                X           X      03/18/04

BEAR STEARNS COMPANIES INC              DE            X   X                  03/17/04

BEHRINGER HARVARD MID TERM VALUE ENHA   TX      X         X                  03/12/04

BEST BUY CO INC                         MN            X   X                  03/18/04

BF ACQUISITION GROUP I INC              FL          X     X                  03/18/04

BIG DOG HOLDINGS INC                    DE      X                            03/03/04

BIO AMERICAN CAPITAL CORP               NV      X         X                  03/05/04

BIOANALYTICAL SYSTEMS INC               IN                X   X              03/16/04

BOMBAY COMPANY INC                      DE                            X      01/31/04

BON TON STORES INC                      PA            X   X                  03/18/04

BOSTON LIFE SCIENCES INC /DE            DE            X   X                  03/16/04

BROOKE CORP                             KS            X   X                  03/18/04

BROWN JORDAN INTERNATIONAL INC          FL            X                      03/18/04

BRT REALTY TRUST                        MA            X       X              03/18/04

BUILDING MATERIALS HOLDING CORP         DE          X                        12/05/03    AMEND

CAGLES INC                              GA                X                  01/30/04    AMEND

CAM COMMERCE SOLUTIONS INC              DE                X   X              03/18/04

CANYON RESOURCES CORP                   DE            X   X                  03/10/04    AMEND

CAREMARK RX INC                         DE            X   X                  03/17/04

CARRAMERICA REALTY CORP                 MD            X   X                  03/16/04

CARROLS CORP                            DE                X           X      03/16/04

CATALINA MARKETING CORP/DE              DE              X X                  03/18/04

CATO CORP                               DE                X   X       X      03/16/04

CBRL GROUP INC                          TN                X   X              03/18/04

CHARLES RIVER ASSOCIATES INC            MA                            X      03/18/04

CHARMING SHOPPES INC                    PA                X           X      03/18/04

CHATTEM INC                             TN                X           X      03/18/04

CHEC FUNDING LLC                        DE            X                      03/18/04

CHINA NETTV HOLDINGS INC                NV          X     X                  03/11/04

CHOICE HOTELS INTERNATIONAL INC /DE     DE                    X              03/18/04

CINCINNATI FINANCIAL CORP               DE                    X              03/18/04

CLICK COMMERCE INC                                    X   X                  03/18/04

CMS ENERGY CORP                         MI            X   X                  03/17/04

CNH CAPITAL RECEIVABLES INC             DE            X   X                  03/15/04

CNH CAPITAL RECEIVABLES INC             DE            X   X                  03/15/04

CNH CAPITAL RECEIVABLES INC             DE            X   X                  03/15/04

CNH CAPITAL RECEIVABLES INC             DE            X   X                  03/15/04

CNH CAPITAL RECEIVABLES INC             DE            X   X                  03/15/04

CNH CAPITAL RECEIVABLES INC             DE            X   X                  03/15/04

COLONY BANKCORP INC                     GA                X   X              03/18/04

COMBANC INC                             DE            X   X                  03/18/04

COMDIAL CORP                            DE            X   X                  03/11/04

COMDIAL CORP                            DE            X   X                  03/16/04

COOPER CAMERON CORP                     DE            X   X                  03/18/04

COOPER INDUSTRIES LTD                                 X   X   X              03/18/04

COSI INC                                DE            X   X                  03/18/04

COST PLUS INC/CA/                       CA                X           X      03/18/04

COTT CORP /CN/                                        X                      03/17/04

CREDIT SUISSE FIRST BOSTON MORTGAGE S   DE            X                      03/18/04

CSK AUTO CORP                           DE                    X       X      03/18/04

CWALT INC                                             X   X                  01/28/04

DISTINCTIVE DEVICES INC                 NY            X   X                  03/10/04

DOLLAR GENERAL CORP                     TN                X   X              03/18/04

DUN & BRADSTREET CORP/NW                DE                    X              03/18/04

DURATEK INC                             DE                    X              03/18/04

EAUTOCLAIMS COM INC                     NV                    X              03/18/04

EDGEWATER TECHNOLOGY INC/DE/            DE                            X      03/18/04    AMEND

ELIZABETH ARDEN INC                     FL                X   X              03/16/04

ENVIRONMENTAL POWER CORP                DE                X   X              03/17/04

ENZON PHARMACEUTICALS  INC              DE            X                      03/15/04

ENZON PHARMACEUTICALS  INC              DE            X                      03/16/04

EQUITY INNS INC                         TN            X   X                  03/18/04

ESCALON MEDICAL CORP                    DE            X   X                  03/17/04

EVANS & SUTHERLAND COMPUTER CORP        UT                X   X              03/18/04

EXTENDICARE HEALTH SERVICES INC         DE            X   X                  03/18/04

FEDERAL NATIONAL MORTGAGE ASSOCIATION                         X              03/17/04

FENTURA FINANCIAL INC                   MI      X         X                  03/15/04

FIRST CASH FINANCIAL SERVICES INC       DE          X     X                  03/12/04

FIRST NATIONAL BANCSHARES INC/ FL/      FL            X   X                  03/15/04

FIRST UNION NATIONAL BANK COM MORT PA   NC                X                  03/12/04

FLORIDA BANKS INC                       FL            X   X                  03/17/04

FLOW INTERNATIONAL CORP                 WA                X           X      03/16/04

FLOWERS FOODS INC                       GA                X   X              03/18/04

FNBH BANCORP INC                        MI          X                        03/15/04

FORTUNE BRANDS INC                      DE                X   X              03/18/04

GATEWAY DISTRIBUTORS LTD                NV          X     X                  02/18/04    AMEND

GENOMED INC                                           X                      03/09/04

GLOBAL PAYMENT TECHNOLOGIES INC         DE      X         X                  03/16/04

GOLDEN STATE VINTNERS INC                             X   X                  03/17/04

GREATER BAY BANCORP                     CA            X   X                  03/17/04

GTX INC /DE/                            DE                    X              03/17/04

HARLEY DAVIDSON MOTORCYCLE TRUST 2004   NV            X   X                  02/17/04

HARLEY DAVIDSON MOTORCYCLE TRUST 2004   NV            X   X                  02/25/04

HARLEY DAVIDSON MOTORCYCLE TRUST 2004   NV            X   X                  02/17/04

HARLEY DAVIDSON MOTORCYCLE TRUST 2004   NV            X   X                  02/17/04

HARVARD BIOSCIENCE INC                  DE      X         X                  03/03/04

HERITAGE COMMERCE CORP                  CA            X                      03/17/04

HOTEL OUTSOURCE MANAGEMENT INTERNATIO   DE          X     X                  03/01/04

HOUSE OF BRUSSELS CHOCOLATES INC        NV            X                      03/16/04

HUDSON HIGHLAND GROUP INC               DE            X   X                  03/17/04

HYTEK MICROSYSTEMS INC                  CA                X           X      03/18/04

IMPLANT SCIENCES CORP                   MA            X   X                  03/05/04

INCOME GROWTH PARTNERS LTD X            CA      X         X                  03/03/04

INDUSTRIAL MINERALS INC                 DE            X X X                  03/18/04

INFOCROSSING INC                        DE                    X       X      03/18/04

INFOUSA INC                             DE                X        X         03/17/04

INFOWAVE SOFTWARE INC                                                 X      02/11/04

INNODATA ISOGEN INC                     DE                X           X      03/18/04

INTELLIGENT SYSTEMS CORP                GA                X   X              03/18/04

INTERLINE BRANDS INC                                                  X      03/17/04

INTERLINE BRANDS INC                                                  X      03/18/04

INTERMAGNETICS GENERAL CORP             NY                X           X      03/18/04

INTERNATIONAL DISPLAYWORKS INC          OR                X           X      03/15/04

INTERNET PICTURES CORP                  DE            X                      03/08/04

IRIS INTERNATIONAL INC                  DE                X           X      03/17/04

IVAX DIAGNOSTICS INC                    DE                            X      03/18/04

JACOBS ENTERTAINMENT INC                DE                X   X       X      03/17/04

JLM INDUSTRIES INC                      DE            X   X                  03/18/04

KCS ENERGY INC                          DE            X   X   X              03/17/04

KFX INC                                 DE      X         X                  11/26/03    AMEND

KINDER MORGAN ENERGY PARTNERS L P       DE                X                  03/16/04

KMART HOLDING CORP                      DE                            X      03/18/04

LAWSON SOFTWARE INC                     DE                X           X      03/18/04

LENNAR CORP /NEW/                       DE            X   X           X      03/16/04

LIBERTY MINT LTD                        CO          X                        03/17/04

LIGAND PHARMACEUTICALS INC              DE            X   X                  03/18/04

LINK PLUS CORP                          DE      X                            03/18/03

LONG BEACH SEC CORP ASSET-BACKED CERT   DE      X         X                  03/04/04

LORAL SPACE & COMMUNICATIONS LTD        D0                X   X              03/17/04

LUCENT TECHNOLOGIES INC                 DE            X                      03/17/04

LUXEMBURG BANCSHARES INC                WI                            X      03/11/04

MACQUARIE SECURITISATION LTD            DE            X   X                  03/17/04

MARCONI CORP PLC                        X0            X                      03/18/04

MARCONI CORP PLC                        X0            X                      03/18/04

MASCO CORP /DE/                         DE                X   X              03/18/04

MAX & ERMAS RESTAURANTS INC             DE                X           X      03/18/04

MEDICAL DISCOVERIES INC                 UT                    X              03/18/04

MIIX GROUP INC                          DE            X               X      03/17/04

MILLENNIUM CELL INC                     DE            X   X                  03/16/04

MISSION BROADCASTING INC                DE                X                  12/30/03    AMEND

MORGAN STANLEY                          DE                X           X      03/18/04

MOSSIMO INC                             DE            X   X                  03/18/04

NATIONAL CITY AUTO RECEIVABLES TRUST    DE            X   X                  03/15/04

NATIONAL CITY AUTO RECEIVABLES TRUST                  X   X                  03/15/03

NATIONAL CITY CREDIT CARD MASTER TRUS                 X   X                  03/15/03

NEXTEL COMMUNICATIONS INC               DE            X   X                  03/18/04

NIKE INC                                OR                X           X      03/18/04

NYER MEDICAL GROUP INC                  FL            X                      03/18/04

OM GROUP INC                            DE                            X      03/16/04

ONEIDA LTD                              NY                X           X      03/17/04

OPENTV CORP                                                           X      03/15/04

OPTELECOM INC                           DE            X                      03/18/04

ORGANITECH USA INC                      DE            X                      03/17/04

PACIFIC GAS & ELECTRIC CO               CA            X                      03/18/04

PALMSOURCE INC                          DE                X           X      12/22/03

PAYCHEX INC                             DE                            X      03/18/04

PETMED EXPRESS INC                      FL            X   X                  03/16/04

PG&E CORP                               CA            X                      03/18/04

PRESIDENT CASINOS INC                   DE            X   X                  03/16/04

PROVIDENT BANCORP INC/NY/               DE            X   X                  03/15/04

PS BUSINESS PARKS INC/CA                CA                X   X              03/17/04

PYR ENERGY CORP                         DE            X   X                  03/17/04

RADNOR HOLDINGS CORP                    DE                    X              03/18/04

RADVIEW SOFTWARE LTD                                  X   X                  03/11/04

RAIT INVESTMENT TRUST                   MD            X   X                  10/22/03

RAPID BIO TESTS CORP                    NV            X                      03/17/04

RCN CORP /DE/                           DE            X   X                  03/18/04

REII INC                                DE      X                            12/31/03

RENAISSANCERE HOLDINGS LTD                            X   X                  03/17/04

RESIDENTIAL ASSET MORTGAGE PRODUCTS I   DE                X                  03/17/04

RESIDENTIAL ASSET SECURITIES CORP       DE            X   X                  03/18/04

RESIDENTIAL FUNDING MORTGAGE SECURITI   DE            X   X                  03/18/04

RESTORATION HARDWARE INC                CA            X   X           X      03/18/04

RF MONOLITHICS INC /DE/                 DE                X           X      03/18/04

SEDONA CORP                             PA                            X      03/18/04

SELIGMAN NEW TECHNOLOGIES FUND II INC   MD                X   X              03/16/04

SENTO CORP                              UT                X   X              03/11/04

SERVICE 1ST BANCORP                     CA            X   X                  03/17/04

SHELBOURNE PROPERTIES I INC             DE            X   X                  03/18/04

SHELBOURNE PROPERTIES II INC            DE            X   X                  03/18/04

SHELBOURNE PROPERTIES III INC           DE            X   X                  03/18/04

SOLECTRON CORP                          DE                X           X      03/18/04

SONTRA MEDICAL CORP                     MN                            X      03/17/04

SOUTH FINANCIAL GROUP INC               SC            X   X                  03/17/04

SOUTHERN STAR CENTRAL CORP              DE            X   X                  03/18/04

SPATIALIZER AUDIO LABORATORIES INC      DE                X           X      03/17/04

SPECTRUM CONTROL INC                    PA                X           X      03/18/04

SPORTS CLUB CO INC                      DE            X   X                  03/17/04

ST PAUL COMPANIES INC /MN/              MN            X   X                  03/18/04

STORAGE ENGINE INC                      NJ        X                          03/01/04

STRUCTURED ASSET MORTGAGE INVESTMENTS   DE            X   X                  03/03/04

STRUCTURED ASSET SEC CORP MORT BACK P   DE                X                  09/25/03

STRUCTURED ASSET SEC CORP MORT BACK P   DE                X                  10/27/03

STRUCTURED ASSET SEC CORP MORT BACK P   DE                X                  12/26/03

STRUCTURED ASSET SECURITIES CORP II                   X   X                  03/16/04

TARGETED GENETICS CORP /WA/             WA            X   X                  03/17/04

TEKTRONIX INC                           OR                            X      03/18/04

TERAFORCE TECHNOLOGY CORP               DE                            X      03/18/04

TORCH OFFSHORE INC                      DE            X                      03/18/04

TRANS MAX TECHNOLOGIES INC              NV            X   X                  03/12/04

TRAVELERS PROPERTY CASUALTY CORP        CT            X   X                  03/18/04

TRI-CONTINENTAL CORP                    MD                X   X              03/18/04

UNIVERSAL DISPLAY CORP \PA\             PA            X   X                  03/18/04

VERSATA INC                             DE                X   X              03/18/04

VIEWPOINT CORP                          DE            X   X                  03/17/04

VION PHARMACEUTICALS INC                DE            X   X                  03/15/04    AMEND

VIROPHARMA INC                          DE            X   X                  03/17/04

VIROPRO INC                             NV          X     X                  02/13/04

VISEON INC                              NV            X   X                  03/15/04

WARWICK COMMUNITY BANCORP INC           DE            X   X                  03/06/04

WILLIAMS SONOMA INC                     CA                X   X       X      03/18/04

WILLIS GROUP HOLDINGS LTD               D0            X   X                  03/18/04

WILSHIRE OIL CO OF TEXAS                DE                X   X              03/17/04

WINNEBAGO INDUSTRIES INC                IA                X           X      03/18/04

WORKFLOW MANAGEMENT INC                 DE            X                      03/18/04

WORLDCOM INC                            GA            X   X                  03/12/04

XL CAPITAL LTD                                        X   X                  03/17/04

YOCREAM INTERNATIONAL INC               OR                X           X      03/16/04

ZILOG INC                               CA            X   X                  03/18/04

99 CENTS ONLY STORES                    CA                X           X      03/11/04