SEC NEWS DIGEST


Issue  2003-65                                                      April 7, 2003
     
     
COMMISSION ANNOUNCEMENTS
     
     
SEC WEB SITE FOR ELECTRONICALLY CREATING AND FILING OWNERSHIP FORMS

     On March 20, 2003, the SEC announced the establishment of a new internet
     Web  site at https://www.onlineforms.edgarfiling.sec.gov exclusively for
     the  on-line creation and submission of Securities Exchange Act of  1934
     Section  16(a) ownership reports (Forms 3, 4, and 5).  The Web site  has
     been available to the public since March 24, 2003, for the creation  and
     submission  of  "test" filings of these forms to the EDGAR  system.   We
     designed  the Web site to make it easier for individuals to satisfy  the
     electronic  filing obligations that will apply to them  when  electronic
     submission  of these forms is mandated later this year. See Release  33-
     8170 at http://www.sec.gov/rules/proposed/33-8170.htm.
          
     Individuals,  companies and filing agents can use the new  Web  site  to
     create  and submit "test" filings and to provide us with their  comments
     or  suggestions for improving the system as soon as possible.  The  test
     system  will  be available for approximately 30 days.  After  April  25,
     2003,  the test system will go "live" and filers will no longer be  able
     to  make  Form  3,  4,  or 5 filings using the existing  EDGAR  template
     system.   From  that time until the date the mandated electronic  filing
     rules  become  effective, filers will need to file  Forms  3,  4  and  5
     electronically, using either the new on-line Web site system or  private
     company software products, or in paper.
          
     Because of the changes that were made to the EDGAR system to accommodate
     the  new  Web site transmissions, private vendors will need  to  conform
     their   specialized   ownership   submission   software   to   the   new
     configuration.   The  draft reduced content XML  specifications  are  at
     http://www.sec.gov/info/edgar/edgar85xmlspec.htm on our  Web  site.   To
     ensure  that  the software functions properly, vendors  may  now  submit
     "test" filings of Forms 3, 4 and 5 using software that conforms to these
     reduced         content        specifications        directly         to
     https://www.onlineforms.edgarfiling.sec.gov.
          
     Instructions  for  using the new Web site system to submit  filings  are
     included in Volume III of the EDGAR Filer Manual, Version 8.5.   A draft
     version   of  the  manual  is  available  on  the  SEC's  Web  site   at
     http://www.sec.gov/info/edgar/filermanual85.htm.  The  new   system   is
     browser-based, provides for limited error checking of header information
     and  allows  for  footnotes and exhibit attachments.   The  system  also
     allows  filers  to  print copies of Forms 3, 4,  and  5  in  the  format
     currently  used for paper submissions.  The public will see the  filings
     in this same format on the SEC's Web site (www.sec.gov), once the system
     accepts "live" submissions.
          
     Please  send any comments or suggestions regarding the new Web  site  to
     the  Office  of  EDGAR  and  Information Analysis  in  the  Division  of
     Corporation Finance.  The Office telephone number is (202) 942-2940  and
     its FAX number is (202) 942-9542.
     
     
ENFORCEMENT PROCEEDINGS
     
     
COMMISSION  SUSTAINS  NYSE  DISCIPLINARY ACTION AGAINST  JOHN  D'ALESSIO  AND
D'ALESSIO SECURITIES, INC.

     On  April 3, the Commission sustained disciplinary action taken  by  the
     New  York  Stock Exchange, Inc. against John R. D'Alessio and  D'Alessio
     Securities,  Inc.   D'Alessio  was  president  and  owner  of  D'Alessio
     Securities, formerly a member organization of the NYSE.  The NYSE  found
     that  D'Alessio and D'Alessio Securities had an interest in  an  account
     maintained by the Oakford Corporation, a non-member firm, for which they
     effected  transactions  on the floor of the NYSE,  exercised  discretion
     with  respect to the Oakford account, accorded that account preferential
     treatment, and failed to make and preserve required records.   The  NYSE
     censured D'Alessio and D'Alessio Securities, barred them for seven years
     from  allied  membership,  approved person  status,  and  employment  or
     association in any capacity with any member or member organization,  and
     permanently  barred them from membership or employment on the  floor  of
     the Exchange.

     The   Commission  concluded  that  D'Alessio  and  D'Alessio  Securities
     violated  the  federal securities laws and NYSE Rules in the  course  of
     their  trading for the Oakford account and that their violations "go  to
     the heart of the duties a floor broker owes a customer."  The Commission
     found that, given these serious violations, the sanctions imposed by the
     NYSE were neither excessive nor oppressive.    (Rel. 34-47627; File  No.
     3-10460)
     
ADMINISTRATIVE  PROCEEDINGS  INSTITUTED  AGAINST  FREEDOM  GOLF   CORPORATION
SEEKING THE SUSPENSION OR REVOCATION OF THE REGISTRATION OF ITS SECURITIES

     On April 7, the Commission instituted administrative proceedings against
     Freedom  Golf  Corporation  (Freedom Golf)  to  suspend  or  revoke  the
     registration  of  its  stock for failing to comply  with  the  antifraud
     provisions of the federal securities laws and for failing to file annual
     and  quarterly  reports.   According to  the  Order  Instituting  Public
     Proceedings, the Division of Enforcement (Division) alleges that Freedom
     Golf  created  and  published  projections concerning  its  revenue  and
     earnings  that  lacked  any reasonable basis,  and  failed  to  disclose
     material information concerning the projections, in violation of Section
     10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-
     5  thereunder.   Moreover, the Division alleges that  Freedom  Golf  has
     failed  to  file its annual report for its fiscal year ending Sept.  30,
     2002  and its quarterly report for Dec. 31, 2002, as required by Section
     13(a) of the Exchange Act and the rules thereunder.
     
     A  hearing  will  be  scheduled before an administrative  law  judge  to
     determine whether the  allegations contained in the Order are true  and,
     if  so,  to  provide  the  Respondent an opportunity  to  dispute  these
     allegations, and to determine whether it is necessary or appropriate for
     the  protection  of investors to suspend or revoke the  registration  of
     Freedom Golf's stock.   (Rel. 34-47636; File No. 3-11082)
     
ADMINISTRATIVE  AND CEASE-AND-DESIST PROCEEDING INSTITUTED  AGAINST  HARRISON
SECURITIES,  INC., FREDERICK BLUMER AND NEBRISSA SONG ALLEGING  BROKER-DEALER
NET CAPITAL, RECORD-KEEPING AND FINANCIAL REPORTING VIOLATIONS

DANIEL SPRINGATE SETTLES RELATED CEASE-AND-DESIST PROCEEDING

     On  April 7, the Commission instituted public administrative and  cease-
     and-desist  proceedings against a broker-dealer, the  principal  of  the
     broker-dealer,  and  two  FINOPs  for repeated  violations  of  the  net
     capital,  books-and-records, and financial reporting provisions  of  the
     Securities  Exchange Act.  Named as respondents in the  two  proceedings
     are:
     
          Harrison Securities, Inc., a Port Washington, New York based broker-
          dealer;
     
          Frederick  C. Blumer, Harrison's CEO, compliance officer  and  sole
          shareholder;
     
          Nebrissa   Song,   Harrison's  FINOP  (Financial   and   Operations
          Principal) from Dec. 3, 2001 through April 30, 2002; and
     
          Daniel  L.  Springate,  who  founded Harrison,  then  known  as  DL
          Springate Securities, in 1983 and served as its FINOP from the time
          of the firm's sale to Blumer in April 2001 through Aug. 22, 2001.
     
     Springate  settled  the  proceeding against him,  without  admitting  or
     denying  the  SEC's  allegations;  A hearing  will  be  held  before  an
     administrative  law  judge to determine whether the allegations  against
     Harrison, Blumer and Song are true, and, if so, what remedial action, if
     any, is appropriate.

     The Proceeding Against Harrison, Blumer, and Song

     The Division of Enforcement alleges in the Order Instituting Proceedings
     that  on  at  least  22  occasions from April 2001 through  April  2002,
     Harrison   conducted  a  securities  business  while   not   maintaining
     sufficient  net  capital, and that on at least three occasions  Harrison
     filed  false  FOCUS reports.  The Division alleges that Blumer,  a  CPA,
     willfully aided and abetted and caused the firm's violations,  and  that
     Song,  for  the  period in which she served as Harrison's FINOP,  caused
     certain of the firm's violations.
     
     More  specifically, the Division alleges that Blumer aided  and  abetted
     and caused Harrison's violations by:
     

          Transferring  funds into Harrison from HSI, Inc. -  an  unregulated
          entity owned and controlled by Blumer - for the purpose of creating
          the  impression that Harrison had excess net capital  for  a  given
          month  or  quarter, and then shortly after reporting those figures,
          transferring  funds out again to HSI, thereby putting Harrison  out
          of net capital compliance;
     
          Improperly  recording deposits in Harrison's cash receipts  blotter
          prior to the actual receipt of funds into Harrison's bank account;
     
          Improperly  accruing Harrison's expenses either by not accruing  an
          expense  when it was incurred, as required under generally accepted
          accounting principles (GAAP), or by improperly removing liabilities
          from  the firm's books and records before they were paid,  also  in
          violation  of  GAAP.  In some instances, Blumer improperly  removed
          liabilities  by purporting to transfer them to HSI.   For  example,
          Harrison  owed approximately $500,000 in various federal and  state
          taxes  on  Dec.  31,  2001.   In January 2002,  Blumer  transferred
          approximately the same amount from the firm to HSI and removed  the
          tax  liability  from Harrison's books.  However, HSI  did  not  pay
          Harrison's overdue taxes until April, more than three months  later
          and  Harrison  remained liable for the taxes in  the  interim.   By
          removing the tax liability from Harrison's books and records  while
          it  remained liable for their payment, Blumer substantially reduced
          Harrison's liabilities, which made it appear as if Harrison was  in
          compliance with its net capital requirements when it was not;
     
          Improperly   delaying  the  recording  of  cash  disbursements   on
          Harrison's cash disbursements blotter;
     
          Improperly  using  the lower of two possible  minimum  net  capital
          amounts when computing its net capital; and
     
          Failing   to   deduct   haircut  and,   when   appropriate,   undue
          concentration  charges  in  calculating  Harrison's   monthly   net
          capital.
     
     According to the Order Instituting Proceedings, Blumer aided and abetted
     and  caused  Harrison's  violations,  in  that  he  prepared  Harrison's
     financial  records and FOCUS reports, maintained its books and  records,
     calculated Harrison's monthly net capital and failed to file notice with
     the  Commission regarding Harrison's net capital deficiencies and books-
     and-records inaccuracies.  With respect to Song, the Order alleges that,
     as  Harrison's  registered FINOP from Dec. 3, 2001,  through  April  30,
     2002,  she was responsible for the firm's net capital computations,  the
     preparation  of  its  financial reports and supervision  of  those  that
     assisted in the preparation of such reports, and the maintenance of  the
     firm's  books  and  records.   Song  allegedly  failed  to  fulfill  her
     responsibilities  as FINOP because she failed to review  adequately  the
     documentation  supporting the assets reflected in Harrison's  books  and
     records,  net  capital  computations and FOCUS  report,  or  the  source
     documentation for Harrison's liabilities.

     By operating without sufficient net capital, Harrison allegedly violated
     Section 15(c)(3) of the Exchange Act and Rule 15c3-1(a) thereunder.   In
     addition,  Harrison allegedly violated Section 17(a)(1) of the  Exchange
     Act  and  Rules 17a-3(a), 17a-4(a) and (f), and 17a-5(a) thereunder,  by
     filing  inaccurate  FOCUS reports and failing  to  create  and  preserve
     current accurate books and records, and violated Section 17(a)(1) of the
     Exchange  Act and Rule 17a-11(b) and (d) thereunder by failing  to  file
     notice  with  the  Commission of its net capital  deficiencies  and  its
     failure to keep current books and records.
     
     The Division alleges that Blumer willfully aided and abetted, and caused
     the  foregoing  violations by Harrison, and that Song caused  Harrison's
     violations  of  Sections 15(c)(3) and 17(a)(1) of the Exchange  Act  and
     Rules  15c3-1(a), 17a-3(a), 17a-5(a), 17a-11(b) and 17a-11(d) thereunder
     that occurred during the period December 3, 2001 through April 30, 2002.
     Proceedings under Rule 102(e) of the Commission's Rules of Practice were
     also instituted against Blumer.
     
     According  to  the Order instituting proceedings, Harrison  acts  as  an
     introducing  broker, services approximately 4,000 retail  accounts,  and
     employs approximately 125 registered representatives.  According to  the
     Order,  Song  served  as  Harrison's  FINOP  pursuant  to  a  consulting
     agreement; in addition to Harrison and the four other broker-dealers for
     whom she now serves as FINOP, Song also served as FINOP for at least six
     other broker-dealers over the past ten years.  (Rel. 34-47641; AAE  Rel.
     1754; File No. 3-11084)
     
Cease-and-Desist Order Entered Against Daniel Springate

     In  a  related action, the SEC instituted and simultaneously  settled  a
     cease-and-desist  proceeding  against Daniel  L.  Springate.   Springate
     founded DL Springate Securites, a registered broker-dealer, in 1983.  In
     April  2000, Springate sold the firm to Blumer, who changed the name  to
     Harrison  Securities.  After the sale, Springate remained as  Harrison's
     registered FINOP through August 22, 2001.  In the eight years before  he
     founded  DL  Springate  Securities, Springate worked  at  seven  broker-
     dealers.  Springate resides in Sierra Madre, California.

     Without  admitting or denying the Commission's findings (which  are  not
     binding  on Blumer, Harrison or Song in the related proceeding discussed
     above),  Springate  consented to the issuance of  an  order  making  the
     following findings:

          From  April  1,  2001, through August 22, 2001, on at  least  eight
          occasions, as a result of actions by Blumer and Springate, Harrison
          conducted  a  securities business while not maintaining  sufficient
          net  capital, and on one occasion during this period filed a  FOCUS
          report that reported that Harrison had excess net capital when,  in
          fact, Harrison had a net capital deficiency;
          During  this  period,  Harrison's books  and  records  inaccurately
          reflected  excess  net capital on eight occasions  when,  in  fact,
          Harrison had a net capital deficiency on those dates;
          During  this  period,  Harrison failed to  provide  notice  to  the
          Commission  of  its net capital deficiencies, or of its  inaccurate
          books and records and FOCUS report;
          As  Harrison's FINOP during the period April 1, 2001  through  Aug.
          22,  2001,  Springate was responsible for the  firm's  net  capital
          calculations,  the  preparation  of  its  financial   reports   and
          supervision  of  those  that assisted in the  preparation  of  such
          reports,  and  the  maintenance of the firm's  books  and  records.
          Springate failed to fulfill his responsibility as FINOP because  he
          failed to review adequately the documentation supporting the assets
          reflected in Harrison's books and records, net capital computations
          and  FOCUS  report,  or  the  source documentation  for  Harrison's
          liabilities.

     Accordingly,  the  Order finds that during the  period  April  1,  2001,
     through  Aug.  22,  2001,  Springate  caused  Harrison's  violations  of
     Sections  15(c)(3) and 17(a)(1) of the Exchange Act and Rules 15c3-1(a),
     17a-3(a), 17a-4(a) and (f), 17a-5(a) and 17a-11(b) and (d) thereunder.
     The  Order  directs  Springate to cease and desist  from  committing  or
     causing  any  violations  and  any future violations  of  the  foregoing
     provisions.  (Rel. 34-47640; File No. 3-11083)

SEC  CHARGES  ADDITIONAL HEALTHSOUTH ACCOUNTING PERSONNEL IN CONNECTION  WITH
THE HEALTHSOUTH CORP. ACCOUNTING FRAUD

SEC  Amends  Complaint  Against Richard Scrushy  and  HealthSouth  to  Allege
Insider Trading

     The  Commission filed a complaint April 3 charging Kenneth  K.  Livesay,
     Angela  C. Ayers, Kay Morgan, Cathy C. Edwards and Virginia B. Valentine
     with  violating and/or aiding and abetting violations of the  antifraud,
     reporting,  books-and-records, and internal controls provisions  of  the
     federal  securities  laws. The defendants served in HealthSouth  Corp.'s
     accounting  and/or  finance  department  in  different  capacities.  The
     complaint alleges that since at least as early as 1999, HealthSouth  has
     been systematically overstating its earnings by at least $1.4 billion in
     order  to  meet or exceed Wall Street earnings expectations.  The  false
     increases  in  earnings were matched by false increases in HealthSouth's
     assets.  By  the  third  quarter  of  2002,  HealthSouth's  assets  were
     overstated by at least $1.3 billion, or approximately 20 percent.
     
     The   complaint  charged  that,  Livesay,  Ayers,  Morgan,  Edwards  and
     Valentine,  in  furtherance of the above scheme, made or directed  other
     HealthSouth  employees  to  make  false accounting  entries  to  inflate
     reported  operating  results. The Commission also  charged  that  Morgan
     engaged  in  insider  trading  by selling  at  least  20,000  shares  of
     HealthSouth stock while knowing that HealthSouth's financial  statements
     grossly misstated the company's earnings and assets.

     The  Commission's complaint against Livesay, Ayers, Morgan, Edwards  and
     Valentine  charges  that  they  each  violated  Section  17(a)  of   the
     Securities Act of 1933 and Sections 10(b) and 13(b)(5) of the Securities
     Exchange  Act of 1934 and Rules 10b-5 and 13b2-1 thereunder,  and  aided
     and   abetted   HealthSouth's  violations  of  Sections  10(b),   13(a),
     13(b)(2)(A) and 13(b)(2)(B) and of the Exchange Act and Rules 10b-5, 12b-
     20,  13a-1  and  13a-13 thereunder.  The complaint also charges  Edwards
     with  violating  Rule  13b2-2  for  providing  a  falsified  invoice  to
     HealthSouth's   auditors.    The   Commission   is   seeking   permanent
     injunctions,  civil money penalties and disgorgement of  all  ill-gotten
     gains  or  losses  avoided by the defendants,  and  an  order  an  order
     prohibiting Livesay, Ayers, Morgan and Edwards from ever serving  as  an
     officer or director of a public company.

     The  Commission  also amended its complaint in SEC  v.  HealthSouth  and
     Richard M. Scrushy, CV-03-J-0615-S (N.D. AL) to allege that, since 1991,
     Scrushy sold at least 13,823,000 shares of HRC common stock for proceeds
     in  excess  of  $170 million, based upon his knowledge of  HRC's  actual
     financial results and the impact that disclosure of those results  would
     have  on  the price of HRC's shares.  The Commission filed the  original
     complaint in that matter on March 19, 2003,  (Lit. Rel. 18044).  [SEC v.
     Kenneth  K.  Livesay, Angela C. Ayers, Kay Morgan, Cathy C. Edwards  and
     Virginia  B. Valentine, Civil Action No. CV-03-S-0758-S] (LR-18070;  AAE
     Rel. 1752)
     
COURT  GRANTS  SUMMARY JUDGMENT AGAINST DEFENDANT CAROL MARTINO  FOR  ILLEGAL
BROKERAGE  ACTIVITIES  AND MARKET MANIPULATION; ORDERS  MARTINO  TO  DISGORGE
$4.416  MILLION,  AND  ORDERS HER HUSBAND TO TURN OVER  A  $2  MILLION  YACHT
PURCHASED WITH PROCEEDS OF MARTINO'S ILLEGAL BROKERAGE ACTIVITIES

     The  Commission announced the issuance of an Order dated April 4 by U.S.
     District Judge Milton Pollack granting summary judgment in favor of  the
     Commission  and against defendant Carol C. Martino and her former  stock
     brokerage  firm  (CMA Noel, Ltd.), holding them liable for  engaging  in
     illegal  brokerage activities during the period 1992 through  1995,  and
     further  holding  Martino  liable for  engaging  in  a  1993  scheme  to
     manipulate  the  stock  price  of  RMS Titanic,  Inc.  (a  company  that
     attempted to salvage artifacts from the sunken ocean liner).  The  Court
     awarded  the  Commission  disgorgement of  Martino's  illegal  brokerage
     revenues  ($4.416 million), plus prejudgement interest of $3,386,842.92,
     and  other  equitable  relief.   The  Court  further  ordered  Martino's
     husband, relief defendant Gerard Haryman, and his company, defendant JTM
     Ltd.,  to  turn  over to a court-appointed receiver a $2 million  luxury
     yacht  that Martino had purchased with proceeds of her illegal brokerage
     activities.  The Court granted summary judgment following a  hearing  on
     the matter held on March 17, 2003.

     The  Commission sued Martino and CMA in May 1998 for repeated violations
     of  a  1992 Commission order that barred Martino from acting as a  stock
     broker,  and  for engaging in such activities without registering  as  a
     broker  with  the  Commission (in violation of  the  federal  securities
     laws).   The  Commission  had  barred  Martino  based  upon  her   prior
     fraudulent   activities  as  Executive  Vice  President   of   Wellshire
     Securities,  Inc., a retail brokerage firm.  In its April 2 ruling,  the
     Court  found  that, from 1992 through 1995, Martino "willfully  violated
     the  Bar  Order" by illegally brokering millions of dollars in sales  of
     stock  by  several  U.S.  companies to foreign  purchasers.   The  Court
     further   found   that  Martino  thus  accumulated   illegal   brokerage
     commissions  and  fees  totaling at least  $4.416  million.   The  Court
     ordered Martino to disgorge that sum to the Commission, plus prejudgment
     interest on that amount (accrued from Dec. 31, 1995 to the present).

     The  Commission further charged Martino with engaging in a scheme (along
     with  defendant  Paul  Montle) to manipulate  the  stock  price  of  RMS
     Titanic, Inc., one of Martino's U.S. brokerage clients.  The Court found
     that  Martino  and  others  employed  several  manipulative  devices  to
     maintain  and  increase artificially Titanic's stock  price  during  the
     Spring  and  Summer  of 1993.  Martino personally  participated  in  the
     scheme by (1) "agreeing [with other Titanic shareholders] to control and
     order   their  sales  of  Titanic  stock  into  the  marketplace";   (2)
     "guaranteeing"  Titanic's  principal market maker  "purchasers  for  his
     Titanic  stock"; and (3) "paying brokers to influence their  clients  to
     purchase  Titanic  stock."   The Court previously  held  defendant  Paul
     Montle liable as well for this scheme.

     The  Commission also charged Martino's husband, Gerard Haryman, and  his
     company  JTM,  Ltd., with helping Martino to hide her illegal  brokerage
     revenues  through the purchase of a $2 million yacht called "Je T'aime."
     In  granting the Commission summary judgment on this charge,  the  Court
     found  that "Martino purchased the yacht in November 1997 in an  attempt
     to  hide  her  assets  from creditors."  The Court further  found  that,
     although  the  yacht nominally was held by JTM, "Martino had  unfettered
     access  to  the Yacht since the date of purchase," and "[n]o  legitimate
     claim  to  the  Yacht  exists upon which Haryman  or  JTM  might  rely."
     Consequently, the Court ordered Haryman and JTM "to turn over the  Yacht
     or  its proceeds to a court-appointed receiver as partial payment of the
     disgorgement figure imposed on Martino and CMA."

     In  addition, the Court permanently enjoined Martino and CMA from future
     violations of the federal securities laws.

     On  Jan. 7, 2002, in a separate criminal proceeding brought by the  U.S.
     Attorney  for the Southern District of New York, Martino pled guilty  to
     three  counts of personal income tax evasion and three counts of falsely
     subscribing to corporate returns.  The indictment in the criminal action
     includes  charges  that  Martino  failed  to  disclose  certain  income,
     including  illegal  brokerage  revenue  that  was  the  subject  of  the
     Commission's  civil  enforcement action against  her.   In  April  2002,
     Martino  received a twenty-eight month sentence, which she began serving
     at  a federal detention center in Miami, Florida.  On Dec. 12, 2002, due
     to  a serious illness, Martino was released from prison and is presently
     on  supervised-release.  [SEC v. Carol C. Martino, et al., 98 Civ. 3446,
     SDNY]  (LR-18072)

JEFFREY GOLDBERG CHARGED BY SEC AND U.S. ATTORNEY WITH FRAUD FOR OPERATING  A
PONZI SCHEME

     On  April  1, the Commission and U.S. Attorney for the Northern District
     of  Illinois announced the filing of civil securities fraud and criminal
     mail  fraud  charges  against Jeffrey L. Goldberg, age  51,  of  Buffalo
     Grove,  Illinois, for operating a Ponzi scheme that defrauded  at  least
     130  investors out of millions of dollars.  The charges against Goldberg
     are the result of close cooperation between the United States Attorney's
     Office, the Federal Bureau of Investigation, and the Commission's staff.
     Both  actions  were  filed in federal district  court  in  the  Northern
     District of Illinois.
     
     The  Commission's complaint alleges that from at least 1988  through  at
     least  March  2002,  Goldberg  raised approximately  $6.1  million  from
     investors  by  selling  six different investments.   In  raising  money,
     Goldberg misrepresented the nature of the investments and that he  would
     use  investors' funds - without their permission - for his own purposes.
     When the investments inevitably failed to generate the promised returns,
     Goldberg  perpetuated  the investments, just like  a  Ponzi  scheme,  by
     paying returns from funds raised from new investors.
          
     Throughout  this  time, Goldberg served in positions  of  trust  to  his
     potential and existing investors.  The Commission alleges that  Goldberg
     raised  nearly all his funds from his investment advisory clients,  most
     recently  at Essex, LLC.  Goldberg also served on the Board of Directors
     for two issuers for which he raised money - Stamford International, Inc.
     and  Dauphin Technology, Inc.  In March 2002, Goldberg's scheme  finally
     collapsed leaving his remaining investors with worthless investments.
     
     The  Commission's  complaint alleges that Goldberg engaged  in  multiple
     violations of the antifraud provisions of the federal securities laws in
     connection  with  his Ponzi scheme.  The Commission  seeks  a  permanent
     injunction barring Goldberg from violating Sections 17(a)(1),  (2),  and
     (3)  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
     (2)  of  the  Investment Advisers Act.  The Commission also seeks  civil
     monetary penalties from Goldberg, disgorgement of any ill-gotten  gains,
     and  an order permanently barring Goldberg from acting as an officer and
     director  of  any  public company.  [SEC v. Jeffrey L.  Goldberg,  Civil
     Action  No.  03C 2259, ND Ill.]; [U.S. v. Jeffrey L. Goldberg,  Criminal
     Action No. 03CR 0332, ND Ill.] (LR-18073)
     
CRIMINAL  INSIDER TRADING CHARGES BROUGHT AGAINST CHAIRMAN AND  PRESIDENT  OF
COMPUTER HORIZONS CORP.
     The  Commission  announced today that on March 13, 2003,  a  grand  jury
     impaneled by the U.S. Attorney's Office for the Southern District of New
     York  indicted  John  J.  Cassese on two  criminal  charges  of  insider
     trading.   Cassese  was the chairman and president of Computer  Horizons
     Corp.   The indictment alleges that Cassese violated Sections 10(b)  and
     14(e)  of the Securities Exchange Act of 1934 and Rules 10b-5 and  14e-3
     thereunder  by  engaging  in  insider  trading  in  the  stock  of  Data
     Processing Resources Corporation (DPRC) while in possession of material,
     nonpublic  information about a tender offer for  DPRC  common  stock  by
     Compuware  Corporation.  Computer Horizons (based in New  Jersey),  DPRC
     (based  in  Orange County, California) and Compuware (based in Michigan)
     each engaged in the business of providing temporary staffing of computer
     and  information technology personnel.  According to the Indictment,  on
     June  21,  1999, Cassese learned through his business relationship  with
     Compuware that Compuware would be making a tender offer to acquire DPRC.
     The Indictment further alleges that the next day, while in possession of
     this material, nonpublic information, Cassese purchased 15,000 shares of
     DPRC  common  stock and subsequently sold these shares at  a  profit  of
     approximately $150,000.
     In  an  earlier  proceeding brought by the Commission, Cassese,  without
     admitting  or  denying  the allegations in the  Commission's  complaint,
     consented to the entry of a final judgment that permanently enjoined him
     from future violations of Section 14(e) of the Exchange Act and Rule 14e-
     3 thereunder.  Cassese also agreed to disgorge $150,937.50 in ill-gotten
     gains,  plus  prejudgment  interest, and  to  pay  a  civil  penalty  of
     $150,937.50 (See SEC v. John J. Cassese, Civil Action No. 02-01605  FMC,
     AJWx,  C.D.  Cal.;  Litigation Release No. 17378).   [U.S.  v.  John  J.
     Cassese, 03 CR 302, RWS, SDNY] (LR-18074)
     
INVESTMENT COMPANY ACT RELEASES
     
     
PRUCO LIFE INSURANCE COMPANY, ET AL.

     A  notice  has been issued giving interested persons until April  29  to
     request  a  hearing on an application filed by The Prudential  Insurance
     Company  of  America, Prudential Individual Variable  Contract  Account,
     Prudential  Qualified Individual Variable Contract Account,  Pruco  Life
     Insurance Company, Pruco Life Flexible Premium Variable Annuity Account,
     Pruco  Life  Insurance Company of New Jersey, Pruco Life of  New  Jersey
     Flexible  Premium  Variable Annuity Account, and  Prudential  Investment
     Management Services LLC.  Applicants seek an order approving  the  terms
     of  a  proposed  offer  of  exchange of  the  Discovery  Plus,  Variable
     Investment  Plan  and  Qualified  Variable  Investment  Plan  individual
     variable  annuity  contracts for a version  of  the  Strategic  Partners
     Annuity  One  individual  variable annuity (the  New  Contracts)  to  be
     offered by Pruco Life Insurance Company and Pruco Life Insurance Company
     of  New Jersey.  Applicants also seek an order approving the terms of  a
     proposed  exchange  program  under their  Strategic  Partners  FlexElite
     variable  annuity contract.  In addition, Applicants seek  an  order  to
     permit  the  recapture  of  any bonus credits granted  with  respect  to
     purchase  payments under the New Contracts (a) if the  New  Contract  is
     cancelled  during  the applicable free-look period or  (b)  for  credits
     granted within one year prior to death where the death benefit is  equal
     to contract value.  (Rel. IC-25991 - April 4)

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, ET AL.

     An  order  has  been issued pursuant to Section 26(c) of the  Investment
     Company  Act to Allianz Life Insurance Company of North America, Allianz
     Life  Variable Account A, Allianz Life Variable Account B, Allianz  Life
     Insurance  Company of New York, and Allianz Life of NY Variable  Account
     C.   The order approves the substitution of shares of The Dreyfus  Stock
     Index  Fund for shares of Franklin Templeton Variable Insurance Products
     Trust's Franklin S&P 500 Index Fund.   (Rel. IC-25992 - April 4)

NATIONAL LIFE INSURANCE COMPANY, ET AL.

     A  notice  has been issued giving interested persons until April  29  to
     request  a  hearing on an application filed by National  Life  Insurance
     Company  (NLIC), National Variable Annuity Account II (Annuity Account),
     and  National  Variable  Life  Insurance Account  (Life  Account).   The
     Applicants  request an order pursuant to Section 26(c) of the Investment
     Company Act to permit the substitutions by NLIC of securities issued  by
     two series of the Sentinel Variable Products Trust for securities issued
     by  two series of the Market Street Fund, and held by either the Annuity
     Account  or  the Life Account, to support variable annuity contracts  or
     variable  life  insurance contracts issued by NLIC.   (Rel.  IC-25993  -
     April 4)

     
HOLDING COMPANY ACT RELEASES
     
     
FIRSTENERGY CORP., ET AL.

     An  order  has  been issued authorizing FirstEnergy Corp., a  registered
     public-utility  holding company, and GPU Diversified Holdings  LLC,  its
     wholly  owned  direct nonutility subsidiary, to acquire  indirectly  and
     directly,  respectively, securities of Ballard  Power  Systems  Inc.,  a
     nonassociated nonutility company.  (Rel. 35-27664)
     
NATIONAL GRID GROUP PLC, ET AL.

     A  notice  has been issued giving interested persons until April  28  to
     request  a  hearing on a proposal by National Grid Group  plc  (National
     Grid),  a  registered  holding company, and certain  of  its  registered
     holding company subsidiaries (Registered Holding Company Subsidiaries) -
     -   namely,   National  Grid  Holdings  One  plc,  National  Grid   (US)
     Investments,  National  Grid  (Ireland) 1  Limited,  and  National  Grid
     (Ireland)  2  Limited  -- to deregister the Registered  Holding  Company
     Subsidiaries.  (Rel. 35-27665)
     
     
SELF-REGULATORY ORGANIZATIONS
     


IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES

     A  proposed  rule change (SR-NASD-2003-56) and Amendment No.  1  thereto
     filed  by  the National Association of Securities Dealers,  through  its
     subsidiary,  The  Nasdaq Stock Market, Inc., relating to  fees  for  the
     reporting   of   SuperMontage   transactions   through   the   Automated
     Confirmation Transaction Service has become immediately effective  under
     Section 19(b)(3)(A) of the Securities Exchange Act of 1934.  Publication
     is  expected in the Federal Register during the week of April 7.   (Rel.
     34-47621)

     A  proposed  rule change filed by the National Association of Securities
     Dealers  to  extend  the  pilot period for the Regulatory  Fee  and  the
     Trading  Activity  Fee  (SR-NASD-2003-65)  has  become  effective  under
     Section 19(b)(3)(A) of the Securities Exchange Act of 1934.  Publication
     is  expected in the Federal Register during the week of April 7.   (Rel.
     34-47623)

     A proposed rule change (SR-Phlx-2003-14) filed by the Philadelphia Stock
     Exchange  relating  to  the  net capital calculation  for  broker-dealer
     accounts  has become immediately effective under Section 19(b)(3)(A)  of
     the  Securities  Exchange Act of 1934. Publication is  expected  in  the
     Federal Register during the week of April 7.  (Rel. 34-47630)
     
     A   proposed  rule  change  (SR-NASD-2003-64)  filed  by  the   National
     Association of Securities Dealers to extend for an additional  six-month
     period a pilot rule to require industry parties in arbitration to  waive
     application  of  contested California arbitrator  disclosure  standards,
     upon  the  request of customers and associated persons  with  claims  of
     statutory employment discrimination, has become effective under  Section
     19(b)(3)(A)  of  the  Securities Exchange Act of 1934.   Publication  is
     expected in the Federal Register during the week of April 7.  (Rel.  34-
     47631)

     A  proposed  rule change filed by the National Association of Securities
     Dealers  to  extend  the  pilot  period  for  Nasdaq  PostData  and  the
     associated  fees assessed under NASD Rule 7010(s) (SR-NASD-2003-60)  has
     become  effective  under Section 19(b)(3)(A) of the Securities  Exchange
     Act  of 1934. Publication is expected in the Federal Register during the
     week of April 7.  (Rel. 34-47634)

APPROVAL OF PROPOSED RULE CHANGE

     The  Commission  approved  a  proposed rule change  (SR-CBOE-00-55)  and
     Amendment No. 4 thereto submitted by the Chicago Board Options  Exchange
     to   establish  rules  for  a  screen-based  trading  system  known   as
     CBOEdirect.  (Rel. 34-47628)
     
ACCELERATED APPROVAL OF A PROPOSED RULE CHANGE

     The  Commission granted accelerated approval to a proposed  rule  change
     (SR-OCC-2002-21) filed by The Options Clearing Corporation under Section
     19(b)(1)  of  the Exchange Act.  The proposed rule change  amends  OCC's
     Rule  902  relating to delivery dates.  Publication is expected  in  the
     Federal Register during the week of April 7.  (Rel. 34-47629)
     
     
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     WITNET INTERNATIONAL INC, 5300 W. SAHARA AVE, SUITE 101, LAS VEGAS, NV,
        89146, 7028665800 - 10,000,000 ($600,000.00) Equity, (File 333-
104296 -
        Apr. 4) (BR. 09)

S-8     ENERGY VISIONS INC, 11084 SHEPPARD AVE E, SCARBOROUGH ONTARIO MIB IG2,
        SCARBOROUGH, A6, M2P 1WB, 4162844579 - 300,000 ($30,000.00) Equity,
        (File 333-104297 - Apr. 4) (BR. 36)

S-3     COOPER CAMERON CORP, 1333 WEST LOOP SOUTH, STE 1700, HOUSTON, TX,
        77027, 7135133322 - 1,006,500 ($49,862,010.00) Equity,
        (File 333-104298 - Apr. 4) (BR. 04)

S-8     AEROGEN INC, 1310 CORONADO DR, SANTA CLARA, CA, 95054, 4085432400 -
        0 ($292,283.00) Equity, (File 333-104299 - Apr. 4) (BR. 36)

SB-2    HEALTH EXPRESS USA INC, 275 COMMERCIAL BLVD, SUITE 260, FT LAUDERDALE,
        FL, 33308, 9547765401 - 7,302,000 ($5,724,925.00) Equity,
        (File 333-104300 - Apr. 4) (BR. 05)

S-2     DELTA NATURAL GAS CO INC, 3617 LEXINGTON RD, WINCHESTER, KY, 40391,
        8597446171 - 575,000 ($12,678,750.00) Equity, (File 333-104301 -
        Apr. 4) (BR. 02)

SB-2    NEWTECH BRAKE CORP, 5148769222 - 41,190,932 ($24,302,649.88) Equity,
        (File 333-104302 - Apr. 4) (BR. 05)

F-6     PT BANK BUANA INDONESIA TBK, 4896, JAKARTA INDONESIA, K8, 11048,
        62216330585 - 10,000,000 ($500,000.00) ADRs/ADSs, (File 333-104303 -
        Apr. 4) (BR. )

S-8     VERITAS SOFTWARE CORP /DE/, 1600 PLYMOUTH STREET, MOUNTAIN VIEW, CA,
        94043, 6503358000 - 0 ($1,446,737.00) Equity, (File 333-104304 -
        Apr. 4) (BR. 03)

S-3     TELECOMMUNICATION SYSTEMS INC /FA/, 275 WEST ST, ANNAPOLIS, MD, 21401,
        4102637616 - 0 ($441,199.00) Equity, (File 333-104305 - Apr. 4) (BR. 37)

S-8     COMMERCE ONE INC / DE/, 4440 ROSEWOOD DRIVE, PLEASANTON, CA, 94588,
        925-520-6000 - 0 ($5,017,000.00) Equity, (File 333-104307 - Apr. 4)
        (BR. 03)

S-8     PHOTOWORKS INC /WA, 1260 16TH AVE WEST, SEATTLE, WA, 98119,
        2062811390 - 500,000 ($80,000.00) Equity, (File 333-104308 - Apr. 4)
        (BR. 02)

S-8     ENTERTAINMENT INTERNET INC, 4970 W 2100 S, STE 200, SALT LAKE CITY, UT,
        84120, 801-886-2625 - 4,000,000 ($20.93) Other, (File 333-104309 -
        Apr. 4) (BR. 02)

S-3     CHUBB CORP, 15 MOUNTAIN VIEW RD P O BOX 1615, WARREN, NJ, 07061,
        9089032000 - 0 ($2,500,000,000.00) Other, (File 333-104310 - Apr. 4)
        (BR. 01)

S-8     AVIALL INC, 972-586-1000 - 0 ($3,656,250.00) Equity, (File 333-104311 -
        Apr. 4) (BR. 06)

S-8     MULTI TECH INTERNATIONAL CORP, 760 KILLIAN ROAD, AKRON, OH, 44319,
        3307855555 - 135,000 ($13,500.00) Equity, (File 333-104313 - Apr. 4)
        (BR. 09)

S-3     ALLIANCE DATA SYSTEMS CORP, 17655 WATERVIEW PARKWAY, DALLAS, TX, 75252,
        9723485100 - 0 ($175,225,500.00) Equity, (File 333-104314 - Apr. 4)
        (BR. 03)

S-8     EMERGENT GROUP INC/NY, 375 PARK AVENUE 36TH FL, NEW YORK, NY, 10152,
        7183694160 - 13,585,000 ($135,850.00) Equity, (File 333-104315 -
        Apr. 4) (BR. 02)

S-8     CENTREX INC, 9202 S. TOLEDO, AVENUE, TULSA, OK, 74137, 918-494-2880 -
        21,000,000 ($1,470,000.00) Equity, (File 333-104316 - Apr. 4) (BR. 01)

S-1     GRANT PARK FUTURES FUND LIMITED PARTNERSHIP,
        C/O DEARBORN CAPITAL MANAGEMENT LLC, 550 WEST JACKSON BLVD STE 1300,
        CHICAGO, IL, 60661, 3127564450 -
        0 ($200,000,000.00) Limited Partnership Interests, (File 333-104317 -
        Apr. 4) (BR. )

S-3     ONEOK INC /NEW/, 100 WEST 5TH ST, TULSA, OK, 74103, 9185887000 -
        0 ($493,454,592.00) Equity, (File 333-104318 - Apr. 4) (BR. 02)
     

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
------------------------------------------------------------------------------------
3M CO                                   DE                    X   04/04/03

724 SOLUTIONS INC                                         X   X   04/04/03

A C MOORE ARTS & CRAFTS INC             PA                X   X   04/03/03

ABINGTON BANCORP INC                    MA            X   X       04/04/03

ACCESS WORLDWIDE COMMUNICATIONS INC     DE            X           04/03/03

ADVANCED MICRO DEVICES INC              DE            X   X       03/31/03

ADZONE RESEARCH INC                     DE            X           04/02/03

AES CORPORATION                         DE            X           04/04/03

AGILENT TECHNOLOGIES INC                DE            X   X       04/03/03

AIRBORNE INC /DE/                       DE            X   X       03/25/03

ALASKA AIR GROUP INC                    DE                    X   04/03/02

ALGIERS RESOURCES INC/NY                DE          X     X       03/31/03

ALLIANCE RESOURCE PARTNERS LP           DE                X   X   04/03/03

ALLIED WASTE INDUSTRIES INC             DE                    X   04/03/03

ALLIED WASTE INDUSTRIES INC             DE                    X   04/04/03

AMEN PROPERTIES INC                     DE            X   X       04/04/03

AMERICAN ARCHITECTURAL PRODUCTS CORP    DE            X   X       03/27/03

AMERICAN EXPRESS CREDIT ACCOUNT MASTE   DE            X   X       04/02/03

AMERIMMUNE PHARMACEUTICALS INC          CO        X               04/04/03

AMISTAR CORP                            CA          X     X       04/01/03

ANDREA ELECTRONICS CORP                 NY      X                 04/02/03

ANGELCITI ENTERTAINMENT INC /FL/        NV                X       01/20/03    AMEND

ANNALY MORTGAGE MANAGEMENT INC          MD            X   X       04/01/03

ANZA CAPITAL INC                        NV            X           03/12/03

APPLIX INC /MA/                         MA                X       01/21/03    AMEND

ARKANSAS BEST CORP /DE/                 DE            X   X       04/04/03

AT&T WIRELESS SERVICES INC              DE          X             04/02/03

AURORA FOODS INC /DE/                   DE            X   X       04/03/03

B2B INTERNET HOLDRSSM TRUST             NY            X   X       03/31/03

BANCSHARES OF FLORIDA INC               FL            X           04/01/03

BANCWEST CORP/HI                        DE                X   X   04/01/03

BANKATLANTIC BANCORP INC                FL            X   X   X   04/03/03

BANYAN STRATEGIC REALTY TRUST           MA            X   X       04/03/03

BIOGEN INC                              MA                X   X   04/02/03

BIOPROGRESS TECHNOLOGY INTERNATIONAL    NV            X   X       04/04/03

BIOTECH HOLDRS TRUST                                      X       03/31/03

BRIGHTPOINT  INC                        DE                    X   04/03/03

BROADBAND HOLDRS TRUST                                    X       03/31/03

BURLINGTON COAT FACTORY WAREHOUSE COR   DE                    X   04/03/03

CAMBREX CORP                            DE            X   X       04/03/03

CARDIOGENESIS CORP /CA                  CA            X   X       03/27/03

CARMAX INC                              VA                    X   03/31/03

CENDANT CORP                            DE            X   X       04/03/03

CENTERSPAN COMMUNICATIONS CORP          OR            X           04/03/03

CERISTAR INC                            DE              X X       03/31/03

CERTEGY INC                             GA                X   X   03/28/03

CHASE MORTGAGE FINANCE CORP             DE            X   X       04/02/03

COLONIAL REALTY LIMITED PARTNERSHIP     DE            X   X       04/01/03

COLUMBIA SPORTSWEAR CO                  OR            X   X       03/31/03

COMMUNITY BANCORP /VT                   VT                    X   04/04/03

COMMUNITY BANCORP /VT                   VT          X     X       03/31/03    AMEND

COMMUNITY FINANCIAL SHARES INC          DE          X     X       04/04/03

COOPERATIVE BANKSHARES INC              NC          X     X       03/31/03

CORAUTUS GENETICS INC                   DE            X   X       04/01/03

CPI CORP                                DE                    X   02/01/03

CPI CORP                                DE                    X   04/04/03

CWMBS INC                               DE            X   X       02/28/03

CWMBS INC                               DE            X   X       01/30/03

CWMBS INC                               DE            X   X       02/28/03

CWMBS INC                               DE            X   X       01/31/03

CWMBS INC                               DE            X   X       02/28/03

DAG MEDIA INC                           NY                X       03/31/03

DCB FINANCIAL CORP                      OH          X     X       03/13/03    AMEND

DELTA MILLS INC                         DE            X   X       04/03/03

DELTA WOODSIDE INDUSTRIES INC /SC/      SC            X   X       04/03/03

DELTAGEN INC                            DE            X   X       04/04/03

DERMA SCIENCES INC                      PA                X   X   04/02/03

DIGITAL POWER CORP                      CA            X       X   03/31/03

DOBSON COMMUNICATIONS CORP              OK            X   X       03/31/03

DTVN HOLDINGS INC                       DE            X   X       04/04/03

E LOAN INC                              DE            X   X       04/02/03

EBIZ ENTERPRISES INC                    NV                    X   04/04/03

ELAMEX SA DE CV                                       X   X       04/01/03

ELECTRIC FUEL CORP                      DE            X   X       04/03/03

EQUITY ONE ABS INC                      DE            X   X       04/02/03

EUROPE 2001 HOLDRS TRUST                NY            X   X       03/31/03

FIBERCORE INC                           NV            X           04/03/03

FISERV INC                              WI            X   X       03/31/03

FLEET HOME EQUITY LOAN LLC              DE            X           04/04/03

FLEET HOME EQUITY LOAN LLC              DE            X           04/04/03

FLEMING COMPANIES INC /OK/              OK        X       X   X   04/04/03

FLORIDA PUBLIC UTILITIES CO             FL            X       X   03/31/03

FONIX CORP                              DE            X           04/03/03

FORD CREDIT AUTO RECEIVABLES TWO LLC    DE            X   X       03/20/03

FPL GROUP INC                           FL            X           03/04/03

FRANKLIN BANCORP INC MI                               X   X       04/03/03

GENIUS PRODUCTS INC                     NV                X       04/03/03

GEVITY HR                               FL            X   X       04/04/03

GLOBALSANTAFE CORP                                        X   X   04/04/03

GLOBALSTAR LP                           DE                X   X   03/31/03

GOLD BANC CORP INC                      KS            X   X       04/04/03

GRANT PRIDECO INC                       DE                X       01/03/03    AMEND

HA LO INDUSTRIES INC                    IL            X   X       03/28/03

HEALTH ANTI AGING LIFESTYLE OPTIONS I   UT      X         X       02/28/02    AMEND

HEARST ARGYLE TELEVISION INC            DE                X   X   04/04/03

HENLEY LIMITED PARTNERSHIP              DE            X   X       04/04/03

HERITAGE OAKS BANCORP                   CA                X   X   04/03/03

HEXCEL CORP /DE/                        DE            X   X       04/04/03

HOLLINGER INTERNATIONAL INC             DE                X   X   04/02/03

IMAGE ENTERTAINMENT INC                 CA                    X   04/04/03

INFOSPACE INC                           DE            X   X       04/03/03

INTELLIGROUP INC                        NJ      X         X       04/02/03

INTERNET ARCHITECTURE HOLDRSSM TRUST    NY                X       03/31/03

INTERNET HOLDRS TRUST                   NY            X   X       03/31/03

INTERNET INFRASTRUCTURE HOLDRSSM TRUS   NY            X   X       03/31/03

INTERNET SECURITY SYSTEMS INC/GA        DE            X           04/03/03

INTERWOVEN INC                          CA            X   X   X   04/02/03

J CREW GROUP INC                        NY            X   X       04/04/03

J CREW GROUP INC                        NY            X           04/04/03

JB OXFORD HOLDINGS INC                  DE                X   X   04/01/03

KCS ENERGY INC                          DE                X   X   03/31/03

LASER MASTER INTERNATIONAL INC          NY            X           03/20/03

LASERSIGHT INC /DE                      DE                X   X   04/04/03    AMEND

LAUREL CAPITAL GROUP INC                PA            X   X       03/28/03

LENDINGTREE INC                                       X   X       04/03/03

LEXINGTON PRECISION CORP                DE                    X   04/01/03

LOCATEPLUS HOLDINGS CORP                              X           03/31/03

LSB INDUSTRIES INC                      DE                X   X   04/02/03

LSB INDUSTRIES INC                      DE            X   X       03/25/03

MARKET 2000 PLUS HOLDRS SM TRUST        NY            X   X       03/31/03

MARKLAND TECHNOLOGIES INC               FL      X     X   X       03/19/03

MAXIMUM DYNAMICS INC                                  X           04/03/03

MCSI INC                                MD            X X X       04/04/03

MEDCATH CORP                            DE                X   X   04/02/03

MEDI HUT CO INC                         DE          X X   X       03/28/03    AMEND

MEGA GROUP INC                          NY            X           04/04/03

METROPOLITAN HEALTH NETWORKS INC        FL            X           04/03/03

MIIX GROUP INC                          DE                    X   04/03/03

MILACRON INC                            DE            X   X       04/04/03

MONMOUTH REAL ESTATE INVESTMENT CORP    DE                    X   04/01/03

NCT GROUP INC                           DE                    X   04/04/03

NETWORKS ASSOCIATES INC/                DE            X   X       04/04/03

NETWORKS ASSOCIATES INC/                DE            X   X       04/02/03

NEW CENTURY MORT SEC INC HOME EQUITY    DE      X         X       03/13/03

NEXIA HOLDINGS INC                      NV            X   X       03/31/03

NEXSTAR FINANCE HOLDINGS LLC            DE                    X   04/04/03

NEXSTAR FINANCE LLC                     DE                    X   04/04/03

NOBEL LEARNING COMMUNITIES INC          DE          X     X       03/28/03

NORD PACIFIC LIMITED                                  X           04/04/03

NSD BANCORP INC                         PA          X     X       04/04/03    AMEND

OIL SERVICE HOLDRS TRUST                NY                X       03/31/03

ON COMMAND CORP                         DE                X   X   04/02/03

PEOPLES FINANCIAL SERVICES CORP/        PA            X           04/04/03

PEOPLESOFT INC                          DE                X   X   03/03/03

PEPCO HOLDINGS INC                      DE                    X   04/04/03

PEREGRINE SYSTEMS INC                   DE            X           03/31/03

PHARMACEUTICAL HOLDRS TRUST                           X   X       03/31/03

PHARMANETICS INC                        NC            X   X       04/04/03

PLYMOUTH RUBBER CO INC                  MA                X       04/02/03

PROBEX CORP                             CO      X     X   X       03/21/03

PROLOGIS                                MD            X   X       04/04/03

PROVINCE HEALTHCARE CO                  DE            X   X       03/28/03

PROXIM CORP                             DE                X   X   04/03/03

PRUDENTIAL SECURITIES SEC FIN CORP CO   DE      X         X       03/20/03

RADIO ONE INC                           DE                    X   04/03/03

RBX CORP                                DE                X   X   03/31/03

RDO EQUIPMENT CO                        DE                X   X   04/03/03

RECONDITIONED SYSTEMS INC               AZ            X           04/04/03

REGENCY CENTERS CORP                    FL                X       04/04/03

REGIONAL BANK HOLDERS SM TRUST          NY                X       03/31/03

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

RETAIL HOLDRS TRUST                     NY                X       03/31/03

RICA FOODS INC                          NV          X             04/01/03

S1 CORP /DE/                            DE            X   X       04/04/03

SALOMON BROTHERS MORT SEC VII INC MOR   DE            X   X       03/25/03

SCB COMPUTER TECHNOLOGY INC             TN      X         X       02/04/03    AMEND

SECURED DATA INC /NV/                   NV            X           04/03/03

SECURITISATION ADVISORY SERVICES PTY                  X   X       12/31/02    AMEND

SEMICONDUCTOR HOLDRS TRUST              NY                X       03/31/03

SIEBEL SYSTEMS INC                      DE                    X   04/03/03

SIERRA PACIFIC RESOURCES /NV/           NV            X   X       04/02/03

SMITH & WOLLENSKY RESTAURANT GROUP IN   DE                X   X   04/03/03

SOFTWARE HOLDRS TRUST                   NY            X   X       03/31/03

SONORAN ENERGY INC                              X                 04/01/03

SONTRA MEDICAL CORP                     MN                X   X   03/31/03

SOUTHERN PERU COPPER CORP/              DE          X     X       03/31/03    AMEND

SPECTRX INC                             DE                    X   04/04/03

SPIEGEL INC                             DE                X       04/04/03

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

STELLENT INC                            MN                X   X   04/01/03

STRUCTURED ASSET SECURITIES CORP II             X         X       03/20/03

STUDENT ADVANTAGE INC                   DE            X   X       03/31/03

SUPERIOR FINANCIAL CORP /AR/            DE                    X   04/04/03

SWEETHEART HOLDINGS INC \DE\            DE            X   X       04/02/03

SYBASE INC                              DE                X   X   04/03/03

TARRANT APPAREL GROUP                   CA                X   X   03/31/03

TASTY BAKING CO                         PA                X   X   04/04/03

TDS TELEMEDICINE INC                    NY                    X   04/03/03

TEDA TRAVEL INC                         FL          X     X       10/23/02    AMEND

TELECOM HOLDRS TRUST                    NY            X   X       03/31/03

TITANIUM INTELLIGENCE INC                           X             04/04/03

TOWER BANCORP INC                       PA            X           03/31/03

TRIPLE-S MANAGEMENT CORP                              X   X       04/04/03

TSI TELECOMMUNICATION HOLDINGS LLC      DE                    X   04/03/03

TSI TELECOMMUNICATION HOLDINGS LLC      DE                    X   04/03/03

UNI MARTS INC                           DE            X           04/03/03

UNICORP INC /NEW                        NV          X             04/30/03

UNITED STATES STEEL CORP                DE            X   X       04/04/03

UTILITIES HOLDERS SM TRUST              NY            X   X       03/31/03

V ONE CORP/ DE                          DE            X           04/04/03

VIRAGE LOGIC CORP                       CA                X   X   04/03/03

VISKASE COMPANIES INC                   DE            X           04/04/03

VISKASE COMPANIES INC                   DE    X                   04/02/03

WESTBANK CORP                           MA          X     X       04/04/03

WIRELESS HOLDRS TRUST                   NY            X   X       03/31/03

XIN NET CORP                            FL            X X         04/04/02