SEC NEWS DIGEST


Issue 2004-37                                              February  25, 2004


COMMISSION ANNOUNCEMENTS


SEC TO PUBLISH REGULATION NMS FOR PUBLIC COMMENT

     On  February  24,  the Commission voted to publish  for  public  comment
     Regulation NMS, which would contain four interrelated proposals designed
     to  modernize the regulatory structure of the U.S. equity markets.   The
     substantive topics addressed by proposed Regulation NMS are  (1)  trade-
     throughs, (2) intermarket access, (3) sub-penny pricing, and (4)  market
     data.   In  addition, Regulation NMS would update the existing  Exchange
     Act  rules  governing the national market system, and  consolidate  them
     into a single regulation.

     1. Trade-Throughs

   *   Regulation NMS would establish a uniform trade-through rule for all
       market centers that would affirm the fundamental principle of price priority,
       while also addressing problems posed by the inherent difference in the nature
       of prices displayed by automated markets, which are immediately accessible,
       compared to prices displayed by manual markets, which are not.
     
   *   Specifically, the proposal would require self-regulatory organizations
       (SROs), as well as any market center that executes orders, to establish
       procedures to prevent the execution of an order for national market system
       stocks at a price that is inferior to the best bid or offer displayed by
       another market center at the time of execution.
  
   *   At the same time, the proposal would include two exceptions to the
       general trade-through rule.
     
   *   First, a market center would be allowed to execute an order that trades
       through a better-priced bid or offer on another market center if the person
       entering the order makes an informed decision to affirmatively opt out of the
       trade-through protections.  Informed consent would need to be given on an
       order-by-order  basis.  This exception is designed to provide  greater
       flexibility to informed traders while preserving the average customer's
       expectation of having his or her orders executed at the best price.
       
   *   Second,  an automated market - one that provides for an  immediate
       automated response to incoming orders for the full size of its best displayed
       bid or offer, without restriction - would be able to trade through a better
       displayed bid or offer on a non-automated market up to a de minimis amount of
       one to five cents, depending on the stock's price.  This exception reflects
       the comparative difficulty of accessing market quotes of non-automated
       markets.
       
   *   Overall,  the proposal is designed to be a practical  response  to
       developments in the marketplace that still preserves the important customer
       protection and market integrity goals of best execution and the protection of
       limit orders.
     
   *   The proposed trade-through rule would not change a broker-dealer's
       existing duty to obtain best execution for customer orders.
     
      2. Intermarket Access

     Non-Discriminatory Access
  
   *   Regulation NMS would establish a uniform market access rule that would
       help assure non-discriminatory access to the best prices displayed by market
       centers, but without mandating inflexible, "hard" linkages such as the
       Intermarket Trading System (ITS).

   *   At its core, the proposal would prohibit a market center from imposing
       unfairly discriminatory terms that prevent or inhibit any person  from
       accessing  its  quotations indirectly through a member,  customer,  or
       subscriber.
  
   *   This  standard is intended to assure that a member,  customer,  or
       subscriber of a market center can sponsor access to quotes  and  order
       execution without receiving disparate treatment in the handling of those
       orders with respect to fees, speed, or other terms.

     Quote Standardization

   *   Regulation NMS also would establish an access fee standard.   This
       standard - designed to promote a common quoting convention - is intended to
       harmonize quotations and facilitate the ready comparison of quotes across the
       national market system.
     
   *   The proposal would establish a de minimis fee standard for all market
       centers and broker-dealers that display attributable quotes through SROs.
       Specifically, access fees would be capped at $0.001 per share, and the
       aggregation of this fee would be limited to no more than $0.002 per share in
       any transaction.
  
     Locked and Crossed Markets
     
   *   Finally, the proposed rule would require each SRO to establish and
       enforce rules requiring its members to avoid - and prohibiting them from
       engaging in a pattern or practice of - locking or crossing the markets.

     3. Sub-Penny Pricing
     
   *   Regulation  NMS  would  ban  sub-penny  quoting  in  most  stocks.
       Specifically, it would prohibit market participants from accepting, ranking,
       or  displaying orders, quotes, or indications of interest in a pricing
       increment finer than a penny in national market system stocks, other than
       those with a share price below $1.00.

   *   This proposal is intended to prevent sub-penny pricing from being used
       by some market participants to "step-ahead" of customer limit orders for an
       economically insignificant amount.  This "sub-pennying" could, over time,
       discourage investors from placing limit orders, which are an important source
       of market liquidity.

     4. Market Data
     
   *   Regulation NMS would amend the existing arrangements for disseminating
       market data in order to better reward SROs for their contributions to public
       price discovery, as well as implement most of the recommendations of the
       Commission's Advisory Committee on Market Information.

   *   Under existing rules and joint industry plans, the trades and best
       quotes in thousands of listed and Nasdaq stocks are made available on a real-
       time and consolidated basis.

   *   The proposal would replace the current plan formulas for allocating
       revenues derived from market data fees to the SROs, which are based solely on
       the number of trades or share volume reported by an SRO.  This method of
       allocation has led to serious economic and regulatory distortions, creating
       incentives for "print" facilities, "wash" trades, and "shredded" trades.  In
       addition, those markets that generate the highest quality quotes (i.e., the
       best prices and the largest sizes) are not necessarily rewarded.

   *   In general, the proposed new formula would divide market data revenues
       equally between trading and quoting activity, in order to reward markets that
       publish the best accessible quotes.

   *   The  proposal  also  includes a number of improvements  that  were
       recommended by the Advisory Committee on Market Information.  For example,
       the proposal would broaden participation in plan governance by creating
       advisory committees composed of non-SRO representatives.  Such committees
       would help assure that interested parties have an opportunity to be heard on
       plan business, prior to any decision by the plan operating committees.

   *   In addition, the proposal would authorize market centers to distribute
       their own additional data, such as limit order books, separate from other
       markets, as well as establish uniform standards for the terms of  such
       distribution.

       Comments  on  these  proposals should be submitted to  the  Commission
       within  75  days of publication in the Federal Register.  (Press  Rel.
       2004-22)


RULES AND RELATED MATTERS


PROHIBITION ON THE USE OF BROKERAGE COMMISSIONS TO FINANCE DISTRIBUTION

     On  February 24, the Commission proposed amendments to Rule 12b-1  under
     the  Investment  Company  Act of 1940.  The  proposed  amendments  would
     prohibit  funds  from paying for the distribution of their  shares  with
     brokerage commissions.  The proposed amendments also would require funds
     that  use  a  selling  broker-dealer  to  execute  portfolio  securities
     transactions  to  adopt, and the fund's board of directors  to  approve,
     certain  policies  and procedures.  The Commission  is  also  requesting
     comment on whether it should propose additional changes to Rule 12b-1 or
     propose to rescind the rule.  Comments must be received on or before May
     10, 2004.  (Rel. IC-26356; File No. S7-09-04)
     
EXTENSION OF COMPLIANCE DATES REGARDING INTERNAL CONTROL OVER FINANCIAL
REPORTING REQUIREMENTS

     The  Commission has extended the compliance dates for amendments to  its
     rules  under  the Securities Exchange Act of 1934 that were  adopted  on
     June  5,  2003, pursuant to Section 404 of the Sarbanes-Oxley  Act.  The
     amendments  require a company to include in annual reports a  report  by
     management  on  the company's internal control over financial  reporting
     and the accompanying auditor's report.
     
     Under  the  new  compliance schedule, a company that is an  "accelerated
     filer"  as defined in Exchange Act Rule 12b-2 (generally, a U.S. company
     that has equity market capitalization over $75 million and has filed  at
     least one annual report with the Commission), must begin to comply  with
     these  amendments for its first fiscal year ending on or after Nov.  15,
     2004, (originally June 15, 2004).  A non-accelerated filer must begin to
     comply  with these requirements for its first fiscal year ending  on  or
     after  July  15,  2005,  (originally April 15,  2005).   The  Commission
     similarly  has  extended  the compliance date for  related  requirements
     regarding  evaluation of internal control over financial  reporting  and
     management  certification  requirements,  including  certification   and
     related  requirements  applicable  to registered  investment  companies.
     (Rels. 33-8392; 34-49313; IC-26357; Press Rel. 2004-21)


ENFORCEMENT PROCEEDINGS


SEC  FILES  SUBPOENA ENFORCEMENT ACTION AGAINST HULBURT VAN R. BARRINGER  AND
SUSAN BARRINGER

     On  February 12, the Commission filed a subpoena enforcement  action  in
     U.S. District Court for the Northern District of Georgia against Hulburt
     Van  R.  Barringer and Susan Diane Barringer.  Pursuant  to  a  subpoena
     issued  on  Oct.  24,  2003, the Barringers were  obligated  to  produce
     documents and to appear for testimony before the Commission on  December
     10th and 11th, 2003.  After informing the Commission of their intentions
     through  counsel, the Barringers failed to appear and failed to  produce
     the   required  documents.   Accordingly,  the  Commission   filed   its
     Application  For  An  Order To Show Cause And  For  An  Order  Requiring
     Obedience   To   Subpoena,  along  with  a  supporting  Memorandum   and
     Declaration.

     In  its Application and supporting filings, the Commission alleges  that
     on  Aug.  5,  2003,  the Commission issued its Order  Directing  Private
     Investigation and Designating Officers to Take Testimony (Formal  Order)
     in  the  Wealth Builders International investigation. The  Formal  Order
     authorizes  the  staff to conduct an investigation into  whether,  among
     other  things,  Wealth  Builders International or  certain  persons  and
     entities  associated with it violated the antifraud  provisions  of  the
     federal  securities  laws.   According to information  received  by  the
     Commission,  Susan  Barringer is the former  office  manager  of  Wealth
     Builders   International  and  Van  Barringer  is  a  former   promoter;
     accordingly, their testimony may provide evidence as to whether they  or
     others violated the federal securities laws.

     The Commission seeks an Order directing the Barringers to show cause why
     the  Court  should  not  enter an Order requiring  them  to  appear  for
     testimony  and produce the required documents.  [SEC v. Hulburt  Van  R.
     Barringer and Susan Diane Barringer, Case No. 1:04-MI-0045, USDC,  NDGA]
     (LR-18589)
     
SEC  FILES CIVIL FRAUD CASE AGAINST FLEET'S COLUMBIA MUTUAL FUND ADVISER  AND
DISTRIBUTOR FOR MULTIPLE UNDISCLOSED MARKET TIMING ARRANGEMENTS

     On February 24, the Commission filed a civil fraud action day in federal
     court  in  Boston alleging that Columbia Management Advisors,  Inc.  and
     Columbia  Funds Distributor Inc. allowed certain preferred  mutual  fund
     customers  to engage in short-term and excessive trading, while  at  the
     same  time  representing  publicly  that  it  prohibited  such  trading.
     Columbia  Management Advisors, Inc. is a registered  investment  adviser
     that  manages  Columbia mutual funds; Columbia Funds  Distributor  is  a
     registered  broker-dealer that is the principal underwriter  responsible
     for  selling the funds.  Both are subsidiaries of FleetBoston  Financial
     Corporation.

     The  Commission's  complaint alleges that, from at  least  1998  through
     2003,  Columbia Distributor secretly entered into arrangements  with  at
     least  nine  investors  allowing them to engage in  frequent  short-term
     trading  in  at least seven funds, including international funds  and  a
     fund  aimed at young investors.  The complaint alleges that, in some  of
     the  arrangements, defendants accepted so-called "sticky assets" - long-
     term investments that were to remain in place in return for allowing the
     investors  to  actively trade in the funds.  The complaint alleges  that
     the  nine  investors  who entered the arrangements engaged  in  frequent
     short-term  or excessive trading in at least sixteen different  Columbia
     funds.   It  further  alleges that executives  of  Columbia  Distributor
     entered  into  the  arrangements, and that Columbia  Advisors  knew  and
     approved  of  eight  of the arrangements and allowed  them  to  continue
     despite  knowing  such short-term trading was detrimental  to  long-term
     shareholders in the funds.
     
     According   to  the  Commission's  complaint,  the  short-term   trading
     arrangements   were  contrary  to  disclosures  made   in   the   funds'
     prospectuses.  Specifically, six of the nine arrangements  were  entered
     into or continued after Columbia adopted prospectus disclosure expressly
     stating  that the funds did not permit short-term or excessive  trading.
     The  complaint alleges that the traders' investments increased the  size
     of  the  funds  and  resulted  in increased advisory  fees  to  Columbia
     Advisors and increased Columbia Distributor's revenues.

     The  Commission's complaint alleges that defendants breached their  duty
     to  act at all times in the best interests of their mutual funds and  to
     provide  full  and fair disclosure of all material facts  to  investors,
     because  they  never disclosed the short-term trading  arrangements,  or
     that   Columbia  Advisors  had  a  conflict  of  interest  because   the
     arrangements increased its fees.
     
     The  specific charges against the defendants in the federal court action
     are  that  they violated Section 17(a) of the Securities  Act  of  1933,
     Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, and
     Section  17(d)  and Rule 17d-1 of the Investment Company  Act  of  1940.
     Additionally,  the  SEC's  complaint  alleges  that  Columbia   Advisors
     violated  Sections 206(1) and 206(2) of the Investment Advisers  Act  of
     1940,  and that Columbia Distributor aided and abetted those violations;
     that  Columbia Advisors violated Section 34(b) of the Investment Company
     Act;  and  that  Columbia  Distributor violated  Section  15(c)  of  the
     Exchange   Act.    The   Commission  is   seeking   injunctive   relief,
     disgorgement, restitution of investor losses and civil penalties, and an
     order  pursuant to Section 36(a) of the Investment Company Act enjoining
     Columbia  Advisors  from  serving  as  an  investment  adviser  to   any
     registered investment company.

     Today's  actions reflect the coordinated efforts of the  Securities  and
     Exchange  Commission and the New York Attorney General's  Office,  which
     today  brought a related action against the same defendants.    [SEC  v.
     Columbia Management Advisors, Inc. and Columbia Funds Distributor, Inc.,
     Civil Action No. 04 CV 10367-GAO (D. MA)] (LR-18590)
     
FEDERAL COURT ENJOINS HUSSEIN EL ZEIN IN FRAUDULENT, UNREGISTERED OFFERING OF
SECURITIES
     
     The  Commission announced today that the Honorable Margaret B.  Seymour,
     U.S. District Judge for the District of South Carolina, entered an Order
     of  Permanent Injunction and Other Relief Against Hussein Hassan El Zein
     (H.  El Zein) on February 19 restraining him from further violations  of
     Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and  Section
     10(b)  of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.
     H.  El Zein 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.  H. El Zein consented to the entry of the order  without
     admitting  or  denying  any  of  the  allegations  of  the  Commission's
     complaint.
     
     The  Commission's  complaint alleged that H.  El  Zein,  Mohamad  Elzein
     (Elzein) and Darin Knee (Knee), from approximately July through  October
     2001,  raised  approximately $541,000 from investors  in  a  fraudulent,
     unregistered offering of securities in the form of investment contracts.
     The  defendants  made  materially false and  misleading  statements  and
     omissions  in  connection with the offers and sales  of  the  investment
     contracts  including, among other things, false historical returns,  and
     promised  returns  without  a  reasonable  basis  therefore.  Also,  the
     complaint alleged that the private placement memorandum utilized by  the
     defendants  inaccurately  stated that Focus  Mentors  Elzein  Management
     (Focus  Mentors) was fully insured by Allstate Insurance  Company,  such
     that  the  assets of Focus Mentors were protected in the  unlikely  case
     that  Focus  Mentors  or its executives were to declare  bankruptcy  and
     falsely stated that each client's principal investment was protected  in
     the  case  of  acts of dishonesty.  These statements were false  because
     Focus  Mentors  did  not  have such insurance.   The  complaint  further
     alleged that Knee promoted Focus Mentors on his MoneyJoe.com website and
     in  his  related  electronic newsletter called "Insiders  Club."   Among
     other  things, the complaint alleged that Knee's website described Focus
     Mentors  as a "secure opportunity" with "107% plus principal guaranteed"
     even  though Knee had no reasonable basis for such statements.  [SEC  v.
     Mohamad Wael Ibrahim Elzein, individually and d/b/a Focus Mentors Elzein
     Management; Hussein Hassan El Zein; and Darin Raymond Knee, Civil Action
     File No. 3:03-2843-24 D.S.C.] (LR-18591)
     
ORDERS OF PERMANENT INJUNCTION AND OTHER RELEIF ENTERED AGAINST FRANCES FLOOD
AND SUSIE STROHM

     On  February  20,  the Honorable Dale A. Kimball, U.S.  District  Judge,
     ordered  permanent injunctions from future violations of the  antifraud,
     reporting  and  issuer  books  and records  provisions  of  the  federal
     securities  laws  against  Frances M. Flood, former  Chairman,  CEO  and
     President of ClearOne Communications, Inc. and Susie Strohm, former  CFO
     of ClearOne.  Flood was barred from serving as an officer or director of
     a  publicly held company, and Flood and Strohm were ordered to  disgorge
     performance-based compensation and to pay civil money  penalties.   Both
     Flood  and Strohm consented to entry of the orders without admitting  or
     denying  the  allegations in the Commission's Complaint,  which  alleged
     that  for  a number of reporting periods beginning with the quarter  and
     fiscal  year ended June 30, 2001, they engaged in a program of inflating
     ClearOne's  revenues  and  net income by engaging  in  improper  revenue
     recognition.
     
     The  order  against Flood prohibits violations of Section 17(a)  of  the
     Securities Act of 1933 and Section 10(b) of the Securities Exchange  Act
     of  1934  and Rule 10b-5 promulgated thereunder, and aiding and abetting
     violations  of  Sections 13(a) and 13(b)(2)(A) of the Exchange  Act  and
     Rules  13a-1,  13a-13,  13b2-1 and 12b-20 promulgated  thereunder.   The
     order  against  Flood also provides for disgorgement in  the  amount  of
     $71,000, prejudgment interest of  $2,881.93, a civil penalty of $71,000,
     and  prohibits Flood from acting as an officer or director of any issuer
     that has a class of securities registered pursuant to Section 12 of  the
     Exchange  Act  or that is required to file reports pursuant  to  Section
     15(d) of the Exchange Act.
     
     The  order  against Strohm prohibits violations of Section 17(a)(2)  and
     (3)  of  the  Securities Act, aiding and abetting violations of  Section
     13(a)  and 13(b)(2)(A) of the Exchange Act and Rules 13a-1, 13a-13,  and
     12b-20  promulgated  thereunder, and orders  her  to  disgorge  $25,000,
     prejudgment  interest of $1,014.75 and pay a civil penalty  of  $25,000.
     [SEC   v.   ClearOne   Communications,  Inc.,   et   al.,   Docket   No.
     2:03CV00055DAK, USDC, D.Ut.] (LR-18592; AAE Rel. 1963)

SEC CHARGES MOISES SABA MASRI AND ALBERT SUTTON WITH FRAUD

     On February 25, the Commission filed a civil action in the U.S. District
     Court  for  the Southern District of New York against Moises Saba  Masri
     (Saba),  a  Mexican national, and Albert Sutton, a broker at  Middlegate
     Securities  in  New  York  City, New York.  The  Commission's  complaint
     alleges  that on August 20, 1999, the defendants violated the anti-fraud
     provisions  of  the federal securities laws by unlawfully  "marking  the
     close"  and  thereby  manipulating the price  of  T.V.  Azteca  American
     Depository  Receipts  (TZA), which are listed  on  the  New  York  Stock
     Exchange.  The complaint seeks permanent injunctions and civil penalties
     against  all two defendants, and disgorgement with pre-judgment interest
     from Saba.
     
     According  to  the Commission's complaint, in February, March,  and  May
     1999,  Saba used the brokerage account of Tentafin Limited, an  offshore
     corporation controlled by Saba and his family, at Middlegate to  sell  a
     large number of TZA put options having strike prices of $5 and $7.50 and
     an  expiration date of August 20, 1999.  These options, if exercised  by
     their holders, contractually obligated Saba to buy nearly 860,000 shares
     of  TZA  at $5 per share, and nearly 500,000 shares of TZA at $7.50  per
     share, on the August 20, 1999 expiration date.
     
     The  Commission's complaint alleges that on Aug. 20, 1999, the price  of
     TZA  ranged  from  $4.9375 to $5.1875, ultimately  hovering  at  $5  ten
     minutes  prior to the close of trading.  According to the complaint,  at
     that point, Saba could reasonably expect that the holders of the TZA put
     options  with a $7.50 strike price would exercise their options, causing
     a  $3.7 million liability in Saba's Tentafin account.  If the holders of
     the TZA put options with a $5 strike price also exercised their options,
     the  complaint  further  alleges, Saba  would  likely  incur  a  further
     liability  of  $4.3 million.  The complaint charges that,  in  order  to
     avoid  incurring this additional liability, Saba instructed Sutton,  his
     broker  at Middlegate Securities, to begin buying TZA in the open market
     during  the  last ten minutes of trading so as to cause  the  per  share
     price  to  close  above  $5.  According to the  complaint,  Sutton  then
     executed  a  series of precisely timed purchases with  the  purpose  and
     effect  of  causing  TZA's per share price to close  above  $5,  thereby
     enabling Saba to avoid the $4.3 million additional liability on  the  $5
     put  options.  The complaint alleges that Sutton's incremental purchases
     of 200,000 TZA during the last ten minutes of trading on August 20, 1999
     constituted approximately 94% of the buy-side activity for that security
     during  the last hour of the trading day.  The complaint further alleges
     that, by engaging in these manipulative trades, Saba and Sutton violated
     Section  10(b)  of the Securities Exchange Act of 1934  and  Rule  10b-5
     thereunder.   [SEC v. Moises Saba Masri, et al., 04 CV 1584 SDNY  (RJH)]
     (LR-18593)
     

INVESTMENT COMPANY ACT RELEASES


METLIFE INVESTORS INSURANCE COMPANY, ET AL.

     An  order  has been issued on an application filed by MetLife  Investors
     Insurance  Company, et al., pursuant to Section 26(c) of the  Investment
     Company  Act permitting the substitution of shares of certain portfolios
     of  Met  Investors Series Trust and Metropolitan Series Fund,  Inc.  for
     shares  of  certain  portfolios of the following  funds:   AIM  Variable
     Insurance   Funds;  Alger  American  Fund;  AllianceBernstein   Variable
     Products Series Fund, Inc.; American Century Variable Portfolios,  Inc.;
     Dreyfus  Variable Investment Fund; Federated Insurance Series;  Variable
     Insurance Products Fund; Franklin Templeton Variable Insurance  Products
     Trust;   Goldman  Sachs  Variable  Insurance  Trust;  INVESCO   Variable
     Investment  Funds, Inc.; MFS Variable Insurance Trust; Liberty  Variable
     Investment  Trust; Oppenheimer Variable Account Funds;  Putnam  Variable
     Trust;  Scudder Variable Series I; Scudder Variable Series II;  and  Van
     Kampen  Life  Investment Trust.  The order also exempts applicants  from
     Section  17(a)  of  the Company Act to the extent  necessary  to  permit
     certain  in-kind  transactions  in connection  with  the  substitutions.
     (Rel. IC-26355 - February 24)


SELF-REGULATORY ORGANIZATIONS
     

IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES

     A  proposed rule change (SR-PCX-2004-02) filed by the Pacific  Exchange,
     through  its  subsidiary PCX Equities, Inc., relating to the elimination
     of  the  posting period for an application for reinstatement, has become
     immediately  effective  under  Section  19(b)(3)(A)  of  the  Securities
     Exchange  Act of 1934.  Publication of the proposal is expected  in  the
     Federal Register during the week of March 1, 2004.  (Rel. 34-49293)

     A  proposed  rule change (SR-Amex-2004-06) filed by the  American  Stock
     Exchange  relating to small business issuers has become effective  under
     Section 19(b)(3)(A) of the Securities Exchange Act of 1934.  Publication
     of  the proposal is expected in the Federal Register during the week  of
     March 1, 2004.  (Rel. 34-49295)

     A  proposed  rule change (SR-CHX-2003-39) and Amendment  No.  1  thereto
     filed by the Chicago Stock Exchange relating to membership dues and fees
     has  become  effective  under  Section  19(b)(3)(A)  of  the  Securities
     Exchange  Act of 1934.  Publication of the proposal is expected  in  the
     Federal Register during the week of March 1, 2004.  (Rel. 34-49297)

     A proposed rule change (SR-Phlx-2004-13) filed by the Philadelphia Stock
     Exchange  to reduce the value of its Phlx/KBW Bank Index (Index)  option
     (BKX)  to  one-tenth its present value by multiplying by  ten  the  base
     market divisor used to calculate the Index, and to increase the position
     and  exercise  limits  applicable  to the  BKX  has  become  immediately
     effective under Section 19(b)(3) of the Securities Exchange Act of 1934.
     Publication  of the proposal is expected in the Federal Register  during
     the week of March 1, 2004.  (Rel. 34-49312)

APPROVAL OF PROPOSED RULE CHANGES
     
     The  Commission  has  approved a proposed rule change  (SR-NSCC-2003-15)
     filed  by  the  National Securities Clearing Corporation  under  Section
     19(b)  of  the Exchange Act which allows NSCC to implement  a  real-time
     trade  matching system (RTTM) for certain NSCC-eligible corporate bonds,
     municipal bonds, and unit investment trusts in 2004.  Publication of the
     proposal is expected in the Federal Register during the week of March 1,
     2004.  (Rel. 34-49294)
     
     The  Commission  has  approved a proposed rule  change  (SR-BSE-2002-06)
     filed  by  the Boston Stock Exchange under Section 19(b) of the Exchange
     Act  whereby  BSE  is amending various Articles of its Constitution  and
     sections  of its Rules in order to clarify BSE's liability with  respect
     to its members' contractual obligations.  Publication of the proposal is
     expected  in  the  Federal Register during the week of  March  1,  2004.
     (Rel. 34-49304)
     
     The  Commission  has  approved a proposed rule change (SR-BSECC-2003-01)
     filed  by  the Boston Stock Exchange Clearing Corporation under  Section
     19(b)  of the Exchange Act that allows BSECC to delete or amend  certain
     Sections  of  the BSECC Rules to clarify BSECC's liability and  clearing
     agency  services.    Publication of the  proposal  is  expected  in  the
     Federal Register during the week of March 1, 2004.  (Rel. 34-49305)
     
     The   Commission  approved  a  proposed  rule  change  (SR-Phlx-2003-72)
     submitted under Section 19(b)(1) of the Securities Exchange Act of  1934
     by  the Philadelphia Stock Exchange to reduce strike price intervals for
     index options.  (Rel. 34-49311)

ACCELERATED APPROVAL OF PROPOSED RULE CHANGES

     The  Commission granted accelerated approval to a proposed  rule  change
     (SR-BSE-2004-07)  and  Amendment No 1 thereto submitted  by  the  Boston
     Stock  Exchange under Rule 19b-4 of the Securities Exchange Act of  1934
     relating  to the extension of an Options Intermarket Linkage  fee  pilot
     program.   Publication  of  the proposal  is  expected  in  the  Federal
     Register during the week of March 1, 2004.  (Rel. 34-49300)
     
     The  Commission granted accelerated approval to a proposed  rule  change
     (SR-NASD-2004-030) submitted by the National Association  of  Securities
     Dealers under Rule 19b-4 of the Securities Exchange Act of 1934 relating
     to  the  Listing and Trading of 97% Protected Notes Linked  to  the  Dow
     Jones  Industrial Average.  Publication of the proposal is  expected  in
     the Federal Register during the week of March 1, 2004.  (Rel. 34-49301)
     
PROPOSED RULE CHANGES

     The Chicago Stock Exchange filed a proposed rule change (SR-CHX-2004-01)
     and  Amendment  No. 1 thereto under Section 19(b)(1) of  the  Securities
     Exchange  Act of 1934 relating to membership dues and fees.  Publication
     of  the proposal is expected in the Federal Register during the week  of
     March 1, 2004.  (Rel. 34-49298)
     
     The  American Stock Exchange filed a proposed rule change and  Amendment
     No.  1  thereto  (SR-Amex-2003-86) pursuant to Section 19(b)(1)  of  the
     Securities  Exchange Act of 1934 to amend Section 605 of the  Exchange's
     Company  Guide relating to the requirements applicable to listed company
     auditors.   Publication  of  the proposal is  expected  in  the  Federal
     Register during the week of March 1, 2004.  (Rel. 34-49302)

     The  National Association of Securities Dealers, through its subsidiary,
     the Nasdaq Stock Market, Inc., has filed a proposed rule change (SR-NASD-
     2004-018) and Amendment No. 1 thereto to amend the procedures for review
     of Nasdaq listing determinations.  (Rel. 34-49306)


SECURITIES ACT REGISTRATIONS
     

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

     Registration statements may be obtained in person or by writing  to  the
     Commission's  Public  Reference  Branch  at  450  Fifth  Street,   N.W.,
     Washington,  D.C.  20549  or  at  the  following  e-mail  box   address:
     <publicinfo@sec.gov>.  In most cases, this information is also available
     on the Commission's website: <www.sec.gov>.


S-3     MAPINFO CORP, ONE GLOBAL VIEW, TROY, NY, 12180, 5182856000 -
        4,025,000 ($57,356,250.00) Equity, (File 333-113029 - Feb. 24) (BR. 03)

S-3     SCOTTISH RE GROUP LTD, GRAND PAVILION COMMERCIAL CENTRE,
        802 WEST BAY RD GEORGE TOWN GRAND CAYMAN, GRAND CAYMAN CAYMAN, E9,
        00000, 3459492800 - 0 ($750,000,000.00) Other, (File 333-113030 -
        Feb. 24) (BR. 01)

S-3     ROFIN SINAR TECHNOLOGIES INC, 40984 CONCEPT DRIVE, PLYMOUTH, MI, 48170,
        7344555400 - 3,450,000 ($124,200,000.00) Equity, (File 333-113031 -
        Feb. 24) (BR. 36)

S-3     REALTY INCOME CORP, 220 W CREST ST, ESCONDIDO, CA, 92025-1707,
        7607412111 - 0 ($800,000,000.00) Other, (File 333-113032 - Feb. 24)
        (BR. 08)

S-4     JUNIPER NETWORKS INC, 1194 NORTH MATHILDA AVE, SUNNYVALE, CA, 94089,
        6505268000 - 0 ($3,978,483,255.90) Equity, (File 333-113033 - Feb. 24)
        (BR. 03)

SB-2    COLLINS GROWTH & INCOME FUND LLC,
        0 ($25,000,000.00) Limited Partnership Interests, (File 333-113034 -
        Feb. 24) (BR. 09)

S-8     EDGETECH SERVICES INC, 18 WYNFORD DRIVE, SUITE 615, TORONTO, A1, 00000,
        416-441-4046 - 3,400,000 ($552,500.00) Equity, (File 333-113035 -
        Feb. 24) (BR. 05)

S-3     PIONEER DRILLING CO, 9310 BROADWAY BLDG I, SAN ANTONIO, TX, 78217,
        5128287689 - 0 ($27,940,000.00) Equity, (File 333-113036 - Feb. 24)
        (BR. 04)

S-3     MENTOR CORP /MN/, 201 MENTOR DR, SANTA BARBARA, CA, 93111, 8058796000 -
        0 ($150,000,000.00) Debt Convertible into Equity, (File 333-113037 -
        Feb. 24) (BR. 36)

F-10    NOVA CHEMICALS CORP /NEW, 1000, SEVENTH AVENUE S.W., CALGARY, A0,
        T2P 5L5, 4037503600 - 0 ($400,000,000.00) Other, (File 333-113038 -
        Feb. 24) (BR. 02)

S-8     ANALOGIC CORP, 8 CENTENNIAL DR, PEABODY, MA, 01960, 9789773000 -
        0 ($4,237,000.00) Equity, (File 333-113039 - Feb. 24) (BR. 36)

S-8     ANALOGIC CORP, 8 CENTENNIAL DR, PEABODY, MA, 01960, 9789773000 -
        0 ($8,474,000.00) Equity, (File 333-113040 - Feb. 24) (BR. 36)

S-8     ROCKWELL  AUTOMATION INC, 777 EAST WISCONSIN AVENUE SUITE 1400,
        MILWAUKEE, WI, 53202, 414-212-5299 -
        8,000,000 ($240,560,000.00) Equity, (File 333-113041 - Feb. 24) (BR. 36)

S-3     CONTANGO OIL & GAS CO, 3700 BUFFALO SPEEDWAY SUITE 960, HOUSTON, TX,
        77098, 7139601901 - 3,988,216 ($30,828,909.68) Equity,
        (File 333-113042 - Feb. 24) (BR. 04)

S-3     TEGAL CORP /DE/, 2201 S MCDOWELL BLVD, PO BOX 6020, PETALUMA, CA,
        94955, 7077635600 - 1,500,000 ($3,750,000.00) Equity,
        (File 333-113045 - Feb. 24) (BR. 36)

S-8     PHOTONICS CORP, 47 SOUTH PALM, SUITE 210, SARASOTA, FL, 34236,
        9727453020 - 18,000,000 ($162,000.00) Debt Convertible into Equity,
        (File 333-113047 - Feb. 24) (BR. 03)

S-8     IVANHOE MINES LTD, SUITE 654, 999 CANADA PLACE, VANCOUVER, A1, V6C 3E1,
        604 688 5755 - 20,000,000 ($129,000,000.00) Equity, (File 333-113048 -
        Feb. 24) (BR. 04)

S-8     EIDOS PLC, WIMBLEDON BRIDGE HOUSE 1 HARTFIELD RD,
        WIMBLEDON, LONDON SW19 3RV, WIMBELEDON LONDON UK, X0, 011441816363000 -
        4,005,923 ($10,515,547.87) ADRs/ADSs, (File 333-113049 - Feb. 24)
        (BR. 03)

SB-2    QT 5 INC, 5655 LINDERO CANYON ROAD, SUITE 120, WESTLAKE VILLAGE, CA,
        91362, (866) 508-8378 - 184,608,958 ($4,495,229.95) Equity,
        (File 333-113051 - Feb. 24) (BR. 01)

S-8     STONEPATH GROUP INC, TWO PENN CENTER PLAZA, SUITE 605, PHILADLEPHIA,
        PA, 19102, 4155754755 - 8,075,000 ($26,122,625.00) Equity,
        (File 333-113052 - Feb. 24) (BR. 08)

S-8     NEXIA HOLDINGS INC, 268 WEST 400 SOUTH, STE 300, SALT LAKE CITY, UT,
        84101, 8015758073 - 100,000,000 ($600,000.00) Equity,
        (File 333-113053 - Feb. 24) (BR. 09)

S-8     IVANHOE ENERGY INC, SUITE 654, 999 CANADA PLACE, VANCOUVER, A1,
        V6C 3E1, 8,000,000 ($8,960,000.00) Equity, (File 333-113054 - Feb. 24)
        (BR. 04)

S-8     TORBAY HOLDINGS INC, 140 OLD COUNTRY ROAD, SUITE 205, MINEOLA, NY,
        11501, 5167475955 - 5,000,000 ($125,000.00) Equity, (File 333-113055 -
        Feb. 24) (BR. 06)

S-8     VICTORY CAPITAL HOLDINGS CORP, 9005 COBBLE CANYON RD, SANDY, UT, 84093,
        8013637411 - 6,000,000 ($960,000.00) Equity, (File 333-113056 -
        Feb. 24) (BR. 09)

S-8     WORLD GOLF LEAGUE INC, 258 EAST ALTAMONTE DRIVE, ,, ALTAMONTE SPRINGS,
        FL, 32701, 4073316272 - 5,000,000 ($200,000.00) Equity,
        (File 333-113057 - Feb. 24) (BR. 09)

S-3     HERSHA HOSPITALITY TRUST, 148 SHERATON DRIVE, BOX A, NEW CUMBERLAND,
        PA, 17070, 7177702405 - 4,058,770 ($47,122,319.70) Equity,
        (File 333-113058 - Feb. 24) (BR. 08)

S-8     HECTOR COMMUNICATIONS CORP, 211 S MAIN ST, P O BOX 428, HECTOR, MN,
        55342, 6128486611 - 0 ($5,876,000.00) Equity, (File 333-113059 -
        Feb. 24) (BR. 37)

SB-2    PUBLIC MEDIA WORKS, 9175 MAINWARING ROAD, SIDNEY BC, A1, V8L 1J9,
        2506564490 - 0 ($10,000,000.00) Equity, (File 333-113060 - Feb. 24)
        (BR. 09)

S-3     HERSHA HOSPITALITY TRUST, 148 SHERATON DRIVE, BOX A, NEW CUMBERLAND,
        PA, 17070, 7177702405 - 0 ($200,000,000.00) Equity, (File 333-113061 -
        Feb. 24) (BR. 08)

S-3     SANGAMO BIOSCIENCES INC, 501 CANAL BLVD, SUITE A100, RICHMOND, CA,
        94804, 5109706000 - 0 ($30,000,000.00) Equity, (File 333-113062 -
        Feb. 24) (BR. 01)

F-6     KAO CORP, 14-10 NIHONBASHI KAYABACHO 1 CHOME, CHUO-KU, TOKYO, JAPAN,
        M0, 103-8210, 81336607049 - 100,000,000 ($5,000,000.00) ADRs/ADSs,
        (File 333-113063 - Feb. 24) (BR. )


RECENT 8K FILINGS


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

    Item 1.    Changes in Control of Registrant.
    Item 2.    Acquisition or Disposition of Assets.
    Item 3.    Bankruptcy or Receivership.
    Item 4.    Changes in Registrant's Certifying Accountant.
    Item 5.    Other Materially Important Events.
    Item 6.    Resignations of Registrant's Directors.
    Item 7.    Financial Statements and Exhibits.
    Item 8.    Change in Fiscal Year.
    Item 9.    Regulation FD Disclosure.
    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
------------------------------------------------------------------------------------------------
1 800 CONTACTS INC                      DE                X           X      02/24/04

AARON RENTS INC                         GA                X           X      02/24/04

ABGENIX INC                             DE                X           X      02/24/04

ABRAXAS PETROLEUM CORP                  NV                    X              02/24/04

ACT TELECONFERENCING INC                CO            X   X                  02/20/04

ADVANCED MEDICAL OPTICS INC             DE                            X      02/24/04

AEI INCOME & GROWTH FUND XXI LTD PART   MN      X         X                  02/09/04

AEI NET LEASE INCOME & GROWTH FUND XX   MN      X         X                  02/09/04

AIRNET SYSTEMS INC                      OH            X   X                  01/20/04

AKSYS LTD                               DE                            X      02/24/04

AKSYS LTD                               DE            X   X                  02/24/04

AKSYS LTD                               DE            X   X                  02/24/04

ALEXANDERS J CORP                       TN                    X       X      02/23/04

ALLEGHENY ENERGY INC                    MD                    X              02/24/04

ALLEGIANT BANCORP INC/MO/               MO                    X              02/23/04

ALNILAM CORP                            NV          X                        02/10/04

AMBIENT CORP /NY                        DE            X   X                  02/24/04

AMEN PROPERTIES INC                     DE      X         X                  02/19/04

AMERICA SERVICE GROUP INC /DE           DE                            X      02/23/04

AMERICAN ELECTRIC POWER CO INC          NY                X   X              02/24/04

AMERICAN HONDA REC CORP HONDA AUTO RE   CA            X   X                  01/31/04

AMERICAN HONDA RECEIVABLES CORP  AUTO   CA            X   X                  01/31/04

AMERICAN HONDA RECEIVABLES CORP HONDA   CA            X   X                  01/31/04

AMERICAN HONDA RECEIVABLES CORP HONDA   CA            X   X                  01/31/04

AMERICAN INTERNATIONAL PETROLEUM CORP   NV                X                  02/24/04

AMERICAN WOODMARK CORP                  VA            X   X                  01/31/04

AMERIQUEST MORTGAGE SECURITIES INC AS   DE      X         X                  01/23/04

AMPHENOL CORP /DE/                      DE            X   X                  02/23/04

AMSURG CORP                             TN                    X       X      02/24/04

AMYLIN PHARMACEUTICALS INC              DE                X           X      02/24/04

ANACOMP INC                             IN                X           X      02/20/04

ANGLOTAJIK MINERALS INC                 NV          X                        02/13/04

ANTS SOFTWARE INC                       DE            X                      02/23/04

APPLEBEES INTERNATIONAL INC             DE            X                      02/23/04

APPLEBEES INTERNATIONAL INC             DE            X                      02/23/04

APPLEWOODS RESTAURANTS INC              NV          X                        02/20/04

AQUATIC CELLULOSE INTERNATIONAL CORP                X     X                  02/16/04

ARC COMMUNICATIONS INC                  NJ                X                  12/08/03    AMEND

ARGONAUT TECHNOLOGIES INC               DE                            X      12/31/03

ARIAD PHARMACEUTICALS INC               DE            X   X                  02/24/04

ARLINGTON HOSPITALITY INC               DE            X   X                  02/24/04

ARTISOFT INC                            DE            X   X                  02/23/04

ASCENDANT SOLUTIONS INC                 DE            X                      02/23/04

ASHLAND INC                             KY                X   X              02/24/04

ATA HOLDINGS CORP                       IN                    X              02/24/04

ATLANTIS PLASTICS INC                   FL                X           X      02/19/04

AURORA FOODS INC /DE/                   DE        X       X                  02/23/04

AVANT IMMUNOTHERAPEUTICS INC            DE                X   X              02/24/04

BANC OF AMERICA COMMERCIAL MORTGAGE I   DE            X   X                  02/24/04

BANC OF AMERICA MORTGAGE SECURITIES I   DE            X   X                  02/23/04

BANC OF AMERICA MORTGAGE SECURITIES I   DE            X   X                  02/24/04

BANKUNITED FINANCIAL CORP               FL            X   X                  02/23/04

BANKUNITED FINANCIAL CORP               FL            X   X                  02/24/04

BEAR STEARNS COMMERCIAL MORTGAGE SECU   DE            X   X                  02/20/04

BEDFORD PROPERTY INVESTORS INC/MD       MD                X                  02/24/04    AMEND

BEL FUSE INC /NJ                        NJ                X   X              02/19/04    AMEND

BELL INDUSTRIES INC /NEW/               CA                X           X      02/20/04

BIOMARIN PHARMACEUTICAL INC             DE            X   X                  02/23/04

BOYKIN LODGING CO                       OH                X           X      02/24/04

BRE PROPERTIES INC /MD/                 MD            X   X                  02/24/04

BSQUARE CORP /WA                        WA            X   X                  02/24/04

BUCA INC /MN                            MN            X   X   X              02/24/04

BUSINESS OBJECTS SA                             X         X                  12/11/03    AMEND

BUTLER NATIONAL CORP                    DE            X   X                  02/24/04

C-CHIP TECHNOLOGIES CORP                NV                X   X              02/23/03

CALPINE CORP                            DE            X                      02/20/04

CALPINE CORP                            DE            X                      02/24/04

CARCO AUTO LOAN MASTER TRUST            DE            X   X                  02/17/04

CASTLE A M & CO                         MD                    X              02/24/04

CB RICHARD ELLIS GROUP INC              DE                    X       X      02/18/04

CENTURY BUSINESS SERVICES INC           DE                X           X      02/17/04

CERTRON CORP                            CA          X                        02/11/04    AMEND

CH2M HILL COMPANIES LTD                 OR      X         X                  12/12/03    AMEND

CHAMPION INDUSTRIES INC                 WV                            X      02/24/04

CHESAPEAKE ENERGY CORP                  OK                    X       X      02/23/04

CHROMAVISION MEDICAL SYSTEMS INC        DE                            X      02/19/04

CITADEL SECURITY SOFTWARE INC           DE            X                      02/19/04

CNL RETIREMENT PROPERTIES INC           MD            X   X                  02/24/04

COLLAGENEX PHARMACEUTICALS INC          DE                            X      02/24/04

COMMERCIAL CAPITAL BANCORP INC          NV            X   X                  02/24/04

COMSTOCK RESOURCES INC                  NV            X   X                  02/19/04

CONGOLEUM CORP                          DE            X                      02/24/04

CONSPIRACY ENTERTAINMENT HOLDINGS INC   UT                  X                02/23/04

CONTANGO OIL & GAS CO                   DE            X   X                  02/24/04

COPART INC                              CA                X           X      02/24/04

COPPER MOUNTAIN NETWORKS INC            DE                X           X      02/24/04

CORAUTUS GENETICS INC                   DE                    X              02/24/04

CORNERSTONE REALTY FUND LLC             CA                X                  12/10/03    AMEND

CREDENCE SYSTEMS CORP                   DE            X   X                  02/24/04

CREDIT SUISSE FIRST BOSTON MORTGAGE S   DE            X   X                  02/24/04

CROSS COUNTRY HEALTHCARE INC            DE                X   X       X      02/24/04

CROSSROADS SYSTEMS INC                  DE                            X      02/24/04

CULP INC                                NC                X                  02/01/04

CYGNI INVESTMENTS INC                   NV          X                        02/10/04

DAIMLERCHRYSLER MASTER OWNER TRUST                    X   X                  02/17/04

DALEEN TECHNOLOGIES INC                 DE                            X      02/24/04

DEUTSCHE COMMERCIAL MORTGAGE PASS THR   DE            X   X                  02/24/04

DICKS SPORTING GOODS INC                DE            X   X                  02/18/04

DIGIMARC CORP                           DE            X   X           X      02/24/04

DIGITAL VIDEO SYSTEMS INC               DE                X           X      02/17/04

DOCUCORP INTERNATIONAL INC              DE                X           X      02/18/04

DOLLAR TREE STORES INC                  VA                    X       X      02/24/04

DOMINION RESOURCES BLACK WARRIOR TRUS   DE                X           X      02/19/04

DOT HILL SYSTEMS CORP                   NY      X         X                  02/24/04

DTE ENERGY CO                           MI            X   X                  02/24/04

ELECTRONIC SYSTEMS TECHNOLOGY INC       WA            X   X                  02/20/04

EMC INSURANCE GROUP INC                 IA                            X      12/31/03

ENDO PHARMACEUTICALS HOLDINGS INC       DE                X   X              02/24/04

EOG RESOURCES INC                       DE                X                  12/31/03

EPIQ SYSTEMS INC                        MO                X           X      02/24/04

EPOCH BIOSCIENCES INC                   DE            X   X                  02/23/04

EUNIVERSE INC                           DE            X   X                  02/23/04

EXACT SCIENCES CORP                     DE                    X              02/23/04

EYETECH PHARMACEUTICALS INC             DE                            X      02/23/04

FARMER BROTHERS CO                      CA            X                      02/24/03

FARMLAND INDUSTRIES INC                 KS            X   X                  02/23/04

FEDERATED DEPARTMENT STORES INC /DE/    DE                            X      02/24/04

FIRST BUSEY CORP /NV/                   NV            X   X                  02/24/04

FIRST FRANKLIN CORP                     DE                X           X      02/20/04

FIRST NATIONAL COMMUNITY BANCORP INC    PA                X           X      02/24/04

FIRST POTOMAC REALTY TRUST              MD                X           X      02/18/04    AMEND

FIRST SECURITY BANCORP INC /KY/         KY            X                      02/17/04

FIRST STATE BANCORPORATION              NM            X                      02/18/04

FIRST UNION COM MOR SEC INC COM MOR P   NY            X   X                  02/18/04

FIRST UNION COMM MORT TRUST COMM MOR    NY            X   X                  02/15/04

FIRST UNION LEH BRO BANK OF AMER COM    NY            X   X                  02/16/04

FIRST UNITED CORP/MD/                   MD                    X              02/24/04

FIRSTENERGY CORP                        OH                    X              02/24/04

FIRSTFED FINANCIAL CORP                 DE                X                  01/31/04

FLEMING COMPANIES INC /OK/              OK            X   X                  01/23/04

FORMFACTOR INC                          DE            X                      02/24/04

FORTUNE BRANDS INC                      DE            X                      02/24/04

FOSSIL INC                              DE                X           X      02/24/04

FRIENDLY ICE CREAM CORP                 MA            X   X                  02/24/04

FRIENDLY ICE CREAM CORP                 MA                    X       X      02/24/04

G REIT INC                              VA      X         X                  02/13/04

GENTA INC DE/                           DE                            X      02/11/04

GLOBAL INTERNET COMMUNICATIONS INC      NV            X                      02/16/04

GLYCOGENESYS  INC                       NV            X   X                  02/24/04

GOLDMAN SACHS ASSET BACKED SECURITIES                 X   X                  02/24/04

GOODRICH CORP                           NY                            X      02/24/04

GUILFORD PHARMACEUTICALS INC            DE            X                      02/24/04

GULFMARK OFFSHORE INC                   DE                    X              02/24/04

H&R BLOCK INC                           MO          X     X                  05/12/03    AMEND

H&R BLOCK INC                           MO          X     X                  05/12/03    AMEND

HANCOCK HOLDING CO                      MS            X                      02/24/04

HANCOCK JOHN FINANCIAL SERVICES INC                   X   X                  02/24/04

HANOVER CAPITAL MORTGAGE HOLDINGS INC   MD                X           X      02/23/04

HARTCOURT COMPANIES INC                 UT      X         X                  02/24/04

HARVEY ELECTRONICS INC                  NY            X                      02/20/04

HEALTH & NUTRITION SYSTEMS INTERNATIO   FL            X   X                  02/19/04

HERITAGE PROPANE PARTNERS L P           DE            X   X                  02/23/04

HICKOK INC                              OH                    X              02/24/04

HOME DEPOT INC                          DE                            X      02/24/04

HOME PRODUCTS INTERNATIONAL INC         DE                X           X      02/24/04

HOST MARRIOTT CORP/                     MD                X           X      02/24/04

HOST MARRIOTT CORP/                     MD            X   X                  02/24/04

I FLOW CORP /DE/                        DE                            X      02/24/04

ICAD INC                                DE                    X              02/24/04

IMH ASSETS CORP                         DE            X   X                  02/24/04

IMPAC SECURED ASSETS CORP               CA      X     X   X                  02/24/04

IMPATH INC                              DE            X   X                  02/20/04

INDUSTRIES INTERNATIONAL INC            NV              X                    02/05/04

INDYMAC MBS INC                                       X   X                  02/24/04

INGRAM MICRO INC                        DE                X           X      02/24/04

INLAND REAL ESTATE CORP                 MD            X                      02/24/04

INSITE VISION INC                       DE          X                        02/19/04

INTEGRA BANK CORP                       IN                X   X              02/24/04

INTELLISYNC CORP                        DE                X           X      02/24/04

INTELLISYNC CORP                        DE            X   X                  02/24/04

INTERCEPT INC                           GA                            X      02/18/04

INTERNATIONAL THOROUGHBRED BREEDERS I   DE            X   X                  02/24/04

INTERNATIONAL TRUST & FINANCIAL SYSTE         X       X   X                  01/19/04

ISOLAGEN INC                            DE            X                      02/24/04

JAMESON INNS INC                        GA                X           X      02/24/04

JASMINES GARDEN                         NV              X                    02/19/04

JEWETT CAMERON TRADING CO LTD           OR            X                      02/17/04

JOSTENS INC                             MN                X           X      02/24/04

K TRON INTERNATIONAL INC                NJ                            X      02/23/04

KAYDON CORP                             DE                X           X      02/24/04

KINETIC CONCEPTS INC /TX/               TX            X   X                  02/23/04

KRONOS WORLDWIDE INC                                          X       X      02/24/04

KV PHARMACEUTICAL CO /DE/               DE                    X              02/23/04

LABORATORY CORP OF AMERICA HOLDINGS     DE                    X              01/27/04

LABORATORY CORP OF AMERICA HOLDINGS     DE                    X              02/24/04    AMEND

LANCER CORP /TX/                        TX          X     X                  02/03/04    AMEND

LEOPARD CAPITAL INC                     NV    X X         X                  02/09/04

LKQ CORP                                DE            X   X                  02/17/04

LL&E ROYALTY TRUST                      TX                X   X       X      02/24/04

LONGVIEW FIBRE CO                       WA                X           X      01/31/04

LOUDEYE CORP                            DE                            X      02/24/04

LUBYS INC                               DE                            X      02/24/04

LUCILLE FARMS INC                       DE                X           X      02/24/03

MARCONI CORP PLC                        X0            X                      02/24/04

MARCONI CORP PLC                        X0            X                      02/24/04

MARKLAND TECHNOLOGIES INC               FL                            X      02/24/04

MBNA AMERICA BANK NATIONAL ASSOCIATIO   DE            X   X                  02/24/04

MEDIA 100 INC                           DE            X                      02/24/04

MEDIACOM COMMUNICATIONS CORP            DE                            X      02/24/04

MEDIALINK WORLDWIDE INC                 DE            X                      02/23/04

MERRILL LYNCH MORTGAGE INVESTORS INC    DE            X   X                  02/24/04

METROPOLITAN HEALTH NETWORKS INC        FL            X                      02/24/04

MEZZANINE INVESTMENT CORP               NV          X                        02/10/04

MICROHELIX INC                          OR            X   X                  02/17/04

MICRON ENVIRO SYSTEMS INC               NV            X                      02/23/04

MICROTEK MEDICAL HOLDINGS INC           GA                            X      02/24/04

MILESTONE SCIENTIFIC INC/NJ             DE            X                      02/23/04

MOCON INC                               MN                X           X      02/24/04

MONEY STORE COMMERCIAL MORTGAGE INC     NJ            X   X                  02/17/04

MONEY STORE INVESTMENT CORP             NJ            X   X                  02/17/04

MONEY STORE SBA ADJUSTABLE RATE CERTI   NJ            X   X                  02/17/04

MTI TECHNOLOGY CORP                     DE                X           X      02/17/04

NATIONAL PENN BANCSHARES INC            PA            X   X   X              02/20/04

NAUTILUS GROUP INC                      WA            X   X                  02/17/04

NEBRASKA BOOK CO                        KS                X                  02/24/04    AMEND

NEORX CORP                              WA            X   X                  02/20/04

NETSCREEN TECHNOLOGIES INC              DE                X                  11/14/03    AMEND

NEWALLIANCE BANCSHARES INC                                    X              02/24/04

NEWPORT CORP                            NV                  X                02/10/04

NEWPORT INTERNATIONAL GROUP INC         DE            X                      02/12/04

NEXTEL PARTNERS INC                     DE                            X      02/23/04

NITTANY FINANCIAL CORP                  PA            X   X   X              02/24/04

NL INDUSTRIES INC                       NJ                    X       X      02/24/04

NOLAND CO                               VA                    X              02/24/04

NORTH BAY BANCORP/CA                    CA                X           X      02/09/04

NORTH PITTSBURGH SYSTEMS INC            PA                            X      02/24/04

NORTHWEST PIPE CO                       OR                X           X      02/24/04

NOVASTAR MORTGAGE FUNDING CORP          DE            X   X                  02/24/04

NUMEREX CORP /PA/                       PA                X           X      02/23/04

OAK RIDGE MICRO-ENERGY INC              CO          X     X                  02/19/04

OHARA RESOURCES LTD                     NV            X                      02/23/04

OLD POINT FINANCIAL CORP                VA            X                      02/24/04

OLIN CORP                               VA                X   X              02/24/04

ON ASSIGNMENT INC                       DE                            X      02/24/04

ONEOK INC /NEW/                         OK                X           X      02/23/04

OPTION CARE INC/DE                      DE                X   X              02/17/04

OUTBACK STEAKHOUSE INC                  DE            X                      02/18/04

OWENS ILLINOIS INC /DE/                 DE                    X              02/20/04

PACIFIC ENTERPRISES INC                 CA                X           X      02/24/04

PAID INC                                DE            X                      02/23/04

PARTNERS TRUST FINANCIAL GROUP INC                            X              02/24/04

PATH 1 NETWORK TECHNOLOGIES INC         DE                            X      02/24/04

PENNICHUCK CORP                         NH                X           X      02/24/04

PETROGEN CORP                           NV                    X              02/23/04

PFF BANCORP INC                         DE            X                      02/20/04

PFSWEB INC                              DE                            X      02/23/04

PHILADELPHIA CONSOLIDATED HOLDING COR   PA            X   X           X      02/12/04

PHOENIX COMPANIES INC/DE                DE                X   X              02/24/04

PHOENIX FOOTWEAR GROUP INC              DE            X   X                  02/23/04

PHOTRONICS INC                          CT            X   X                  02/23/04

PINNACLE ENTERTAINMENT INC              DE            X   X                  02/23/04

PIONEER DRILLING CO                     TX            X   X                  02/23/04

PIVOTAL CORP                                              X                  02/23/04

PLAINS ALL AMERICAN PIPELINE LP         DE                X   X       X      02/24/04

PORTAL SOFTWARE INC                     DE                X   X       X      02/24/04

PRE PAID LEGAL SERVICES INC             OK                    X       X      12/31/03

PRIME MEDICAL SERVICES INC /TX/         DE                X           X      02/24/04

PROGRESS ENERGY INC                     NC            X                      02/24/04

PROSOFTTRAINING COM                     NV            X   X                  02/22/04

PROSOFTTRAINING COM                     NV                X   X              02/24/04

PURCHASESOFT INC                        DE      X     X   X                  02/24/04

QUADRAMED CORP                          DE                            X      02/24/04

QUICKSILVER RESOURCES INC               DE                X           X      02/20/04

QUIDEL CORP /DE/                        DE            X   X                  02/23/04

QUINCY RESOURCES INC                    NV            X                      02/23/04

RCG COMPANIES INC                       DE                X           X      02/24/04

REALITY INTERACTIVE INC                 MN          X                        02/23/04

REGENERON PHARMACEUTICALS INC           NY                X   X              02/24/04

REPUBLIC BANCORP INC                    MI                    X              02/24/04

REPUBLIC BANCORP INC                    MI            X                      02/20/04

RESIDENTIAL ASSET SECURITIES CORP       DE            X   X                  02/24/04

REVLON INC /DE/                         DE                    X              02/24/04

RIVOLI BANCORP INC                      GA                    X              02/19/04

ROBBINS & MYERS INC                     OH            X                      02/24/04

ROCKPORT HEALTHCARE GROUP INC           DE                X           X      02/17/04

ROLLINS INC                             DE                            X      02/17/04

ROTO-ROOTER INC                         DE      X     X                      02/24/04

ROUSE COMPANY                           MD            X                      02/20/04

RPC INC                                 DE                X           X      02/17/04    AMEND

RSA SECURITY INC/DE/                    DE                X   X              02/24/04

RURAL CELLULAR CORP                     MN                X           X      02/24/04

SAFEGUARD SCIENTIFICS INC               PA            X   X                  02/23/04

SAFETY INSURANCE GROUP INC              DE                X   X              02/24/04

SAN DIEGO GAS & ELECTRIC CO             CA                X           X      02/24/04

SBE INC                                 DE                X   X       X      01/31/04

SCHAWK INC                              DE                            X      02/24/04

SCICLONE PHARMACEUTICALS INC            CA                X           X      02/24/04

SCOTTISH RE GROUP LTD                   E9                X           X      02/12/04

SELECT MEDICAL CORP                     DE                    X              02/23/04

SEMPRA ENERGY                           CA                X           X      02/24/04

SEMTECH CORP                            DE            X   X                  02/24/04

SEMTECH CORP                            DE                X   X       X      02/24/04

SENETEK PLC /ENG/                                         X           X      02/19/04

SENETEK PLC /ENG/                                     X   X                  02/23/04

SEQUOIA RESIDENTIAL FUNDING INC                       X                      02/20/04

SERVICE 1ST BANCORP                     CA                X           X      02/24/04

SIMPSON MANUFACTURING CO INC /CA/       DE            X                      02/23/04

SIRICOMM INC                            DE                X   X              02/18/04

SKY FINANCIAL GROUP INC                 OH                X           X      02/24/04

SOLOMON TECHNOLOGIES INC                DE            X                      02/18/04

SONIC AUTOMOTIVE INC                    DE                    X       X      02/24/04

SONIC AUTOMOTIVE INC                    DE                    X              02/24/04

SONOMA VALLEY BANCORP                   CA                X   X              02/18/04

SOUTHWEST BANCORP INC                   OK                X   X       X      02/02/04

SPECIALIZED HEALTH PRODUCTS INTERNATI   DE            X                      02/24/04

STERLING FINANCIAL CORP /PA/            PA            X   X                  02/24/04

STONEPATH GROUP INC                     DE      X         X                  02/09/04

STRUCTURED ASSET SECURITIES CORP        DE            X   X                  02/23/04

STRUCTURED PRODUCTS CORP                DE            X                      02/11/04

TAIWAN GREATER CHINA FUND               MA                    X              02/24/04

TALBOTS INC                             DE            X   X                  01/28/04

TANGER FACTORY OUTLET CENTERS INC       NC                X                  12/31/03

TANKLESS SYSTEMS WORLDWIDE INC          NV            X                      02/23/04

TARANTELLA INC                          CA            X   X                  02/23/04    AMEND

THIRD WAVE TECHNOLOGIES INC /WI         DE                X           X      02/24/04

TILLMAN INTERNATIONAL INC               UT    X X         X                  02/09/04

TORO CO                                 DE                            X      02/24/04

TOWN SPORTS INTERNATIONAL INC           NY                X           X      02/24/04

TRANSAX INTERNATIONAL LTD               CO                    X              02/23/04

TRESTLE HOLDINGS INC                    DE            X   X                  02/23/04

TRIAD HOSPITALS INC                     DE                X           X      02/23/04

TRINITY LEARNING CORP                   UT            X                      02/23/04

TRINITY LEARNING CORP                   UT          X                        02/23/04

TRINITY LEARNING CORP                   UT                    X              02/24/04

TUESDAY MORNING CORP/DE                 DE                            X      02/24/04

ULTRALIFE BATTERIES INC                 DE                X   X              02/24/04

UNITED DEFENSE INDUSTRIES INC           DE            X   X                  02/17/04

UNITED THERAPEUTICS CORP                DE                X           X      02/24/04

UNIVERSAL SECURITY INSTRUMENTS INC      MD            X                      02/24/04

US CAN CORP                             DE                            X      12/31/03

USAA ACCEPTANCE LLC                                   X   X                  02/23/04

VA SOFTWARE CORP                        DE                X           X      02/24/04

VALMONT INDUSTRIES INC                  DE            X   X                  02/23/04

VAXGEN INC                              DE                            X      02/17/04

VCA ANTECH INC                          DE            X   X           X      02/24/04

VERIDICOM INTERNATIONAL INC             DE          X     X                  02/11/04    AMEND

VERISITY LTD                                    X         X                  02/09/04

WACHOVIA COMMERCIAL MORTGAGE SECURITI   NC                X                  02/18/04

WAMU MORTGAGE PASS-THROUGH CERTIFICAT   DE                X                  02/12/04

WATLEY A B GROUP INC                    DE            X                      02/23/04    AMEND

WEIGHT WATCHERS INTERNATIONAL INC       VA                X           X      02/24/04

WEINGARTEN REALTY INVESTORS /TX/        TX                X           X      12/31/03

WESTERN DIGITAL CORP                    DE                    X              02/24/04

WEYCO GROUP INC                         WI                            X      02/23/04

WFS FINANCIAL 2003 4 OWNER TRUST        CA            X   X                  02/20/04

WFS FINANCIAL 2003-1 OWNER TRUST        CA            X   X                  02/20/04

WFS FINANCIAL 2003-2 OWNER TRUST        CA            X   X                  02/20/04

WFS FINANCIAL 2003-3 OWNER TRUST        NV            X   X                  02/20/04

WHITELIGHT TECHNOLOGIES INC             NV          X                        02/10/04

WHITTIER ENERGY CORP                    NV            X   X                  02/20/03

WILD OATS MARKETS INC                   DE                            X      02/24/04

WILLBROS GROUP INC                      R1                            X      02/23/04

WILLIAM LYON HOMES                      DE                X           X      02/20/04

WINSTON HOTELS INC                      NC            X   X                  02/24/04

WORLDCOM INC                            GA            X   X                  02/23/04

XO COMMUNICATIONS INC                   DE            X   X                  02/19/04

XOMA LTD /DE/                           DE            X   X                  11/26/01    AMEND

XTO ENERGY INC                          DE            X   X                  02/19/04

YORK WATER CO                           PA                X                  02/24/04

YP NET INC                              NV                X   X              02/23/04

Z TEL TECHNOLOGIES INC                  DE                            X      02/20/04

AGREE REALTY CORP                       DE                X           X      02/24/04