SEC NEWS DIGEST


Issue 2003-129                                                   July 8, 2003


     
COMMISSION ANNOUNCEMENTS
     

COMMISSION MEETINGS

CLOSED MEETING - TUESDAY, JULY 15, 2003 - 2:00 P.M.

     The subject matter of the closed meeting scheduled for Tuesday, July 15,
     will be: Institution and settlement of administrative proceedings of  an
     enforcement  nature;  Institution and settlement of injunctive  actions;
     and Formal orders of investigation.
     
CLOSED MEETING - THURSDAY, JULY 17, 2003 - 10:00 A.M.

     The  subject  matter of the closed meeting scheduled for Thursday,  July
     17, will be: Institution and settlement of administrative proceedings of
     an enforcement nature; Institution and settlement of injunctive actions;
     and Formal orders of investigation.

     At  times, changes in Commission priorities require alterations  in  the
     scheduling  of meeting items.  For further information and to  ascertain
     what,  if  any,  matters have been added, deleted, or postponed,  please
     contact the Office of the Secretary at (202) 942-7070.

     
ENFORCEMENT PROCEEDINGS

     
SEC  INSTITUTES ADMINISTRATIVE PROCEEDINGS PURSUANT TO RULE 102(e)(3) AGAINST
TWO FORMER XEROX CORPORATION OFFICERS

     On  July  7,  the  Commission issued an Order Instituting Administrative
     Proceedings  Pursuant  to Rule 102(e)(3) of the  Commission's  Rules  of
     Practice,  Making  Findings,  and Imposing  Remedial  Sanctions  (Order)
     against  the former CFO of Xerox Corporation, Barry D. Romeril, and  the
     former  director  of accounting policy, controller, assistant  treasurer
     and  treasurer,  Gregory B. Tayler.  Without admitting  or  denying  the
     findings,  Romeril and Tayler consented to the issuance  of  the  Order,
     which  suspends  each of them from appearing and practicing  before  the
     Commission  as an accountant.  Under the Order, Romeril's suspension  is
     permanent  and Tayler's suspension is for three years with  a  right  to
     apply  for  reinstatement  thereafter.  Romeril  was  a  member  of  The
     Association  of  Chartered Certified Accountants (ACCA)  in  the  United
     Kingdom  from 1978 to 1994, and was also a fellow of the ACCA from  1988
     to  1994.  Tayler has been a Chartered Accountant, Ontario Institute  of
     Chartered  Accountants, since 1993 and has been a Chartered  Accountant,
     Institute of Chartered Accountants of British Columbia, since 1995.  The
     Commission  issued  the  Order based upon  Final  Judgments  entered  by
     consent  against  Romeril and Tayler, permanently  enjoining  them  from
     committing violations of Sections 10(b) and 13(b)(5) of the Exchange Act
     and  Rules 10b-5 and 13b2-1 promulgated thereunder, and from aiding  and
     abetting  violations of Sections 13(a), 13(b)(2)(A) and  13(b)(2)(B)  of
     the  Exchange  Act  and  Rules  12b-20,  13a-1  and  13a-13  promulgated
     thereunder.   The  Final  Judgments were entered  in  the  civil  action
     entitled  SEC v. Paul A. Allaire, G. Richard Thoman, Barry D.   Romeril,
     Philip  D. Fishbach, Daniel S. Marchibroda and Gregory B. Tayler,  Civil
     Action  No.  03 CV 4087 (DLC) (S.D.N.Y.) (June 16, 2003). See Litigation
     Release No. 18174 (June 5, 2003).  The final judgment ordered Romeril to
     pay  $2,987,282  in  disgorgement  of ill-gotten  gains,  $1,227,688  in
     prejudgment  interest thereon and a $1,000,000 civil money  penalty  and
     imposed  a  permanent  officer and director  bar.   The  final  judgment
     ordered  Tayler  to  pay $92,603 in disgorgement  of  ill-gotten  gains,
     $32,397  in  prejudgment  interest thereon and  a  $75,000  civil  money
     penalty.

     The  Commission's  complaint alleges, among other things,  that,  during
     1997-2000,  Romeril  fraudulently misled investors  about  Xerox's  true
     financial  performance through the use of numerous  accounting  actions,
     most  of  which  failed  to  comply with generally  accepted  accounting
     principles  (GAAP),  that  accelerated  the  recognition  of   equipment
     revenues  by approximately $3 billion and increased pre-tax  earning  by
     approximately  $1.4  billion.   As alleged  in  the  complaint,  Romeril
     directed  or  allowed  lower  ranking defendants  in  Xerox's  financial
     department  to  make  accounting adjustments to  results  reported  from
     operating  divisions  to  accelerate  revenues  and  increase  earnings,
     including the use of accounting practices known internally within  Xerox
     as  margin normalization, return-on-equity, and price uplifts and  lease
     extensions.   In addition, Romeril, with the help of other senior  Xerox
     financial  executives, fraudulently established a $100  million  reserve
     for  "unknown  risks"  arising out of a 1997 acquisition  by  Xerox  and
     Romeril  knew  and approved of the improper release of  the  reserve  in
     later  years  to  cover expenses unrelated to the acquisition.   Romeril
     also authorized Xerox's use of $315 million of numerous other excess  or
     cushion reserves and $157 million of interest income from tax refunds to
     manage  Xerox's  earnings in violation of GAAP.  The  complaint  alleges
     that  Romeril failed to disclose the use and financial impact of all  of
     these  accounting  actions, as well as certain lease  transactions  that
     Xerox  entered into in 1999 (known as Partnership Asset Strategy or  PAS
     transactions) that resulted in substantial and material increases in its
     financial results and earnings trends at the expense of future periods.
     
     The  Commission's complaint further alleges, among other  things,  that,
     during 1997-2000, Tayler misled Xerox investors by participating in  and
     failing to disclose the use of Xerox's most material accounting actions,
     including  margin  normalization and return-on-equity, that  accelerated
     equipment  revenues  and earnings in violation of GAAP.   The  complaint
     also  alleges that Tayler fraudulently failed to disclose  the  use  and
     financial  impact  of Xerox's 1999 PAS transactions.  In  addition,  the
     complaint  alleges  that Tayler aided and abetted  Xerox's  use  of  and
     failure  to  disclose other non-GAAP accounting actions  used  to  boost
     earnings,  including  price  uplifts and lease  extensions,  retroactive
     increases  to  the net residual values of Xerox's machines  and  a  $100
     million acquisition reserve.

     The Commission previously brought two other injunctive actions based  on
     the  same  fraudulent  scheme as is alleged  against  the  senior  Xerox
     executives  in  the  civil action identified above,  as  well  as  other
     allegations.   On April 11, 2002, the Commission brought  an  injunctive
     action  against Xerox.  Without admitting or denying the allegations  of
     the  complaint,  Xerox consented to the entry of a Final  Judgment  that
     permanently enjoined the company from violating the antifraud, reporting
     and  record  keeping provisions of the federal securities  laws.   Xerox
     also  paid  a $10 million civil penalty, agreed to restate its financial
     statements  and  agreed  to hire a consultant to  review  the  company's
     internal  accounting controls and policies.  SEC v.  Xerox  Corporation,
     Civil Action No. 02-CV-2780  (DLC) (S.D.N.Y.) (April 11, 2002). See  LR-
     17465  /  April 11, 2002/AAE Rel. 1542/April 11, 2002.  In addition,  on
     Jan.  29,  2003,  the  Commission brought an injunctive  action  against
     Xerox's  former  auditor, KPMG LLP, and four of its  audit  partners  in
     connection  with  the  audits of Xerox from 1997  -  2000.   The  action
     against  KPMG and its partners is currently in litigation.  SEC v.  KPMG
     LLP,  Joseph T. Boyle, Michael A. Conway, Anthony P. Dolanski and Ronald
     A. Safran, Civil Action No. 03 CV 0671 (DLC) (S.D.N.Y.) (Jan. 29, 2003).
     See  LR-17954 / Jan. 29, 2003/AAE Rel. 1709 / Jan. 29, 2003.  (Rel.  34-
     48134; AAE Rel. 1812; File No. 3-11171)

SANCTIONS IMPOSED ON ROBERT KESSLER

     Robert  B.  Kessler has been barred from association with any broker  or
     dealer  and  from participating in an offering of any penny stock.   The
     sanctions,  which  were  imposed  in  accord  with  Kessler's  Offer  of
     Settlement in this matter, are based on the entry, on June 3,  2003,  of
     an  injunction  by  the  United States District Court  for  the  Eastern
     District of New York against Mr. Kessler.  In that civil action, Kessler
     was  enjoined from future 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, as well as Rule 101 of Regulation M.

     The  order  instituting  and simultaneously settling  these  proceedings
     makes findings that the complaint in the civil action alleges from  1996
     through  the fall of 1999, Kessler participated with others in a  scheme
     to  manipulate the prices of four microcap securities, all of which were
     quoted  on  the  OTC Bulletin Board.  The order further finds  that  the
     complaint  alleges, in connection with this scheme, certain participants
     in  the scheme obtained control of large blocks of stock in the microcap
     issuers  and  caused  these stocks to be touted in Internet  newsletters
     they controlled, so that investors would purchase shares in the issuers,
     and  the prices of these stocks would rise.  Kessler and the others then
     collaborated in manipulating the prices of those securities  by  bidding
     for  and  purchasing the securities.  Kessler adjusted the bid  and  ask
     quotations  for  those  securities in accordance with  the  instructions
     given  him by these participants, who then sold their securities at  the
     artificially elevated prices.   (Rel. 34-48139; File No. 3-11172)

ACTION AGAINST ROBERT BURR, DANIEL BURR AND OTHERS

     On  June  25, the Commission and the North Carolina Securities  Division
     conducted a joint action aimed at halting an ongoing fraudulent  scheme,
     securing   evidence  and  assets  for  the  reimbursement  of  defrauded
     investors, and obtaining the arrest of the alleged perpetrators,  Robert
     Burr  and  Daniel  Burr,  two  brothers residing  in  Wilmington,  North
     Carolina.  Robert Burr, 40, was arrested and charged with six counts  of
     felony  securities fraud and two counts of felony obtaining property  by
     false pretenses.  His brother, Daniel Burr, 53, was arrested and charged
     with two counts of obtaining property by false pretense.
     
     Robert  Burr  (Burr) had previously been the subject a Commission  civil
     case,  SEC v. Benjamin Franklin Cook [3-99CV05701-R, USDC, NDTX  (Dallas
     Division].   Burr  and a company he controlled, Cornerstone  Management,
     L.L.P.,  are  both subject to judgments in excess of $4 million  in  the
     Dennel  matter.  These judgments arise from Burr's participation in  the
     Dennel  Finance Limited fraud, a Ponzi scheme master-minded by  Phoenix,
     Arizona  resident  Benjamin Franklin Cook (Cook).   The  Dennel  scheme,
     which  centered  around  the offer and sale of non-existent  prime  bank
     securities,  bilked  investors of approximately $46 million  before  the
     Commission  shut  it down in March 1999 through an emergency  action  in
     District Court.
          
       On June 22, 2000, District Court Judge Jerry Buchmeyer of the Northern
     District  of Texas granted the request of the Commission and the  Court-
     appoint Receiver to place in receivership all assets of Burr and several
     entities  he had created to conceal funds and property obtained  through
     the  Dennel scheme. As a result of this Receivership Order, the Receiver
     seized  a house and other assets owned or controlled by Burr.  Recently,
     however, the Commission and Receiver learned that Burr had continued his
     unlawful  conduct  through the subsequent offer and sale  of  fraudulent
     investments  similar to those offered and sold by Dennel.  Moreover,  it
     appears  that  Burr  and  others were again misappropriating  funds  and
     accumulating  assets, including homes and automobiles, in the  names  of
     various entities controlled by Burr, family members and associates.
          
     On June 25, 2003, Judge Buchmeyer granted a freeze of assets obtained as
     a  consequence of Burr's additional fraudulent conduct and expanded  the
     Receivership  to include new entities created by Burr and other  persons
     involved  in the additional fraud.  On the same day, while the  Receiver
     seized real estate, vehicles and other property accumulated by Burr  and
     others,  agents of the North Carolina Securities Division arrested  Burr
     and  his  brother and served search warrants at the homes of Robert  and
     Daniel Burr.
          
     In  addition to the charges brought by North Carolina, Burr still  faces
     sentencing  in connection with criminal charges brought against  him  by
     state of Arizona for his participation in the Dennel scheme.  Burr  pled
     guilty  to two counts of Fraudulent Schemes and Artifices and agreed  to
     make $4.9 million in restitution in the Arizona case.
          
     Burr  was  also  briefly  incarcerated in Seagoville  Federal  Detention
     Center in Seagoville, Texas, based on an order of contempt issued in the
     Commission's action.  The Commission and Receiver have since  discovered
     that   Burr   was  apparently  perpetrating  a  $5  million   fraudulent
     transaction during the period of his incarceration in federal prison.
          
     Unscrupulous promoters continue to victimize the public with Prime  Bank
     schemes.   Accordingly, investors are advised to access the Commission's
     "Prime  Bank" Investor Alert that provides tips on how to avoid being  a
     victim  of  these  scams.   The investor  alert  can  be  found  on  the
     Commission's  web  site,  at  www.sec.gov/pbank/pbnkhome.htm.   [SEC  v.
     Benjamin  Franklin  Cook,  et al., #3-99CV05701-R,  USDC,  NDTX,  Dallas
     Division] (LR-18215)

SEC OBTAINS SUMMARY JUDGMENT AGAINST PARTICIPANT IN FRAUDULENT OFFERINGS

     On June 25, 2003, Judge Shirley Wohl Kram of the U.S. District Court for
     the  Southern District of New York found defendant Darius L.  Lee  (Lee)
     liable  for  participating in the fraudulent offering of  securities  of
     three  related companies.  The court granted the Securities and Exchange
     Commission's motion for summary judgment against Lee, finding  that  Lee
     violated  Sections 5(a), 5(c), and 17(a) of the Securities Act  of  1933
     (Securities Act) and Section 10(b) the Securities Exchange Act  of  1934
     (Exchange  Act)  and  Rule  10b-5  thereunder.   The  court  permanently
     enjoined  Lee  from future violations of the antifraud and  registration
     provisions of the securities laws, ordered Lee to disgorge $8,050 of ill-
     gotten gains derived from his fraudulent conduct, plus $2,641.13 in pre-
     judgment interest, and ordered Lee to pay a civil penalty of $25,000.
          
     In  its  complaint, the Commission charged Lee, along with Jean Baptiste
     Jean  Pierre  (Jean  Pierre)  and Gabriel  Toks  Pearse  (Pearse),  with
     participating  in  the  fraudulent  offering  and  selling  of   limited
     partnerships  interests  of  JB  Stanley  Group,  LP  (JB  Stanley),  an
     unregistered  hedge  fund,  and stock of JB Stanley's  general  partner,
     Cambridge  Capital Holdings Management, LLC (Cambridge), and Cambridge's
     wholly-owned subsidiary, Union Transfer and Cargo Corporation (UTC), all
     of  which  were  controlled by Jean Pierre.  None of the offerings  were
     registered  with the Commission.  Through these schemes, the  defendants
     raised  approximately  $407,700 from at  least  fifteen  investors,  the
     majority of which was misappropriated by defendant Jean Pierre, with Lee
     receiving at least $8,050 from the offering proceeds.
     
     The  Commission  alleged that Lee participated in the  fraud  by  making
     numerous oral misrepresentations concerning the JB Stanley and Cambridge
     offerings, including that: (1) JB Stanley and Cambridge would conduct an
     initial  public  offering (IPO), at a specific price,  with  JB  Stanley
     investors being able to sell their shares for a profit; (2) Jean  Pierre
     had consistently achieved a 50% return from other funds that he managed;
     and  (3)  that JB Stanley is a hedge fund and money or asset  management
     firm  that  pooled investor funds to purchase and sell securities.   The
     Commission  also  alleged  that Lee knew that  a  series  of  fraudulent
     written  materials  were  being  mailed  to  potential  investors.   The
     Commission  further  alleged that Lee did not  investigate  any  of  the
     offerings  before soliciting investors and ignored "red  flags"  that  a
     fraud was occurring.
          
     Although Lee defaulted in response to the Commission's motion, the court
     separately  found  that  on  the basis of the  evidence  submitted,  the
     Commission  was  entitled to judgment as a matter  of  law.   The  court
     previously  entered  judgments  against the  other  defendants  in  this
     action.   On March 5, 2003, the court entered a default judgment against
     Jean  Pierre,  permanently enjoining him from violating  Sections  5(a),
     5(c),  and  17(a) of the Securities Act, Section 10(b) of  the  Exchange
     Act,  and  Rule  10b-5 thereunder, and Section 206(1)  and  (2)  of  the
     Investment   Advisers  Act  of  1940,  ordering  Jean  Pierre   to   pay
     $589,809.32, representing $407,700 in ill-gotten gains derived from  his
     fraudulent  conduct  plus  prejudgment  interest  of  $182,809.32,   and
     ordering  him to pay a $407,000 civil penalty.  On March 19,  2003,  the
     court  entered  a  final  consent judgment against  Pearse,  permanently
     enjoining  him  from violating Sections 5(a), 5(c),  and  17(a)  of  the
     Securities  Act  and Section 10(b) of the Exchange Act, and  Rule  10b-5
     thereunder, imposing a civil penalty of $25,000, and ordering Pearse  to
     pay  $7,217.75, representing disgorgement of $5,700 in ill-gotten  gains
     derived from his conduct plus prejudgment interest of $1,517.75.    [SEC
     v.  Jean Baptiste Jean Pierre, Gabriel Toks Pearse and Darius L. Lee, 02
     Civ. 253] (LR-18216)

ACTION AGAINST BENJIMAN FRANKLIN COOK III

     The Commission announced that on June 27, 2003, Judge Greg Martin of the
     Maricopa  County  Superior Court in Phoenix, Arizona sentenced  Benjamin
     Franklin  Cook III, 55, to 17  years in prison for his role in  master-
     minding  Dennel  Finance  Limited, a nationwide  securities  fraud  that
     targeted  elderly citizens and religious groups.  Cook  pled  guilty  to
     three counts of theft, after being indicted on 37 counts of fraud, theft
     and racketeering.
     
     Cook's  criminal  conviction is based on the same  conduct  as  a  civil
     action  against  Cook  and  others brought by  the  Commission.  SEC  v.
     Benjamin  Franklin  Cook,  et  al. #3-99CV05701-R,  USDC,  NDTX  (Dallas
     Division).  In  its  complaint, filed March  16,  1999,  the  Commission
     alleged  that Cook, doing business as Dennel Finance Limited,  developed
     and  operated a fraudulent Ponzi scheme involving the offer and sale  of
     nonexistent "prime bank" securities.  The fraudulent scheme raised  more
     than  $45 million from approximately 300 investors throughout the United
     States,  resulting in losses to investors in excess of $25 million.   In
     December  2000, District Judge Jerry Buchmeyer entered a final  judgment
     against  Cook  in  the Commission's action, enjoining him  from  further
     violations  of  the  federal  securities  laws,  ordering  him  to   pay
     disgorgement of $36,724,494 plus prejudgment interest of $5,616,807, and
     imposing a civil penalty of $110,000 on him.
          
     In  October 1999, Cook was arrested by federal marshals in a Las  Vegas,
     Nevada  casino,  after  Judge Buchmeyer issued a warrant  based  on  his
     finding  that  Cook  was  in  contempt  of  the  Court.   Cook  remained
     incarcerated  for  contempt at Seagoville Federal  Detention  Center  in
     Seagoville,  Texas, for more than one year before he was  extradited  to
     Arizona to face the state criminal charges.
          
     The Commission has worked closely with several other government agencies
     in  this  matter, including the Arizona Attorney General's  Office,  the
     Arizona  Corporations  Commission,  the  Arizona  Department  of  Public
     Safety,  the  United States Customs Department and  the  Office  of  the
     United States Attorney.  Through the combined efforts of these agencies,
     the   Receiver  appointed  in  the  Commission's  action   has   already
     distributed  $13  million  to  defrauded  investors.   The  process   of
     collecting assets and distributing funds to investors is on-going.
          
     Unscrupulous promoters continue to victimize the public with Prime  Bank
     schemes.   Accordingly, investors are advised to access the Commission's
     "Prime  Bank" Investor Alert that provides tips on how to avoid being  a
     victim  of  these  scams.   The investor  alert  can  be  found  on  the
     Commission's  web  site,  at  www.sec.gov/pbank/pbnkhome.htm.   [SEC  v.
     Benjiman  Franklin  Cook,  et al., #3-99CV05701-R,  USDC,  NDTX,  Dallas
     Division] (LR-18217)

COMMISSION  OBTAINS SUMMARY JUDGMENT AGAINST KEVIN KIRKPATRICK  FOR  MONETARY
RELIEF SOUGHT IN CONNECTION WITH MANIPULATION SCHEME

     The  Commission  announced that the Honorable William  H.  Pauley,  U.S.
     District  Judge  for the Southern District of New York, entered  Summary
     Judgment against Kevin Kirkpatrick (Kirkpatrick) on July 2 in connection
     with a market manipulation scheme.
     
     The  Court  found  that,  "from March through at  least  December  1998,
     Kirkpatrick and his co-defendants engaged in a scheme to manipulate  the
     price  of Maid Aide, Inc. (MDAN) stock.  This tripartite scheme involved
     the defendants, including Kirkpatrick: (1) gaining control of the market
     supply  of MDAN stock; (2) creating an artificial public demand for  the
     stock through a boiler room operation; and (3) creating an appearance of
     actual  market  activity and controlling trading of MDAN  stock  through
     Kirkpatrick  .  .  .  ."   At  the time of the scheme,  Kirkpatrick  was
     employed  as  a  trader  with  Olsen Payne  and  Company,  a  Utah-based
     brokerage  firm.   The  Court  ordered Kirkpatrick  to  pay  $92,000  in
     disgorgement,  $33,173.81 in prejudgment interest, and a  $75,000  civil
     penalty.   By  consent judgment dated January 23, 2003, the  Court  also
     permanently enjoined Kirkpatrick from future violations of Section 17(a)
     of  the Securities Act of 1933, Section 10(b) of the Securities Exchange
     Act  of  1934,  and Rule 10b-5 thereunder.  The Commission  subsequently
     filed  its  Summary  Judgment  motion seeking  monetary  relief  against
     Kirkpatrick. [SEC v. Tanner, et al., 02 Civ-0306, SDNY] (LR-18218)
     
THE  HONORABLE JED RAKOFF APPROVES SETTLEMENT OF THE SEC'S CLAIM FOR A  CIVIL
PENALTY AGAINST WORLDCOM

     The  Commission  announced that on July 7, U.S. District  Judge  Jed  S.
     Rakoff  issued an Opinion and Order approving the SEC's settlement  with
     WorldCom, Inc.  The settlement remains subject to review and approval of
     the  United  States Bankruptcy Court for the Southern  District  of  New
     York.
     
     In  its  ruling, the Court wrote that "the Court is satisfied  that  the
     Commission  has carefully reviewed all relevant considerations  and  has
     arrived  at  a  penalty  that,  while taking  adequate  account  of  the
     magnitude  of  the  fraud  and the need for punishment  and  deterrence,
     fairly and reasonably reflects the realities of this complex situation."
     The  Court concluded that "the proposed settlement is not only fair  and
     reasonable but as good an outcome as anyone could reasonably  expect  in
     these  difficult circumstances."  The Court noted that the civil penalty
     to  be paid by WorldCom, would be "75 times greater than any prior  such
     penalty."
     
     In its Opinion and Order, the Court stated that it would enter the Final
     Judgment  as  to Monetary Relief in the form submitted by  the  parties.
     That Final Judgment provides that WorldCom is liable for a civil penalty
     in  the amount of $2,250,000,000.  The Final Judgment also provides that
     in  the event of confirmation of a plan of reorganization of WorldCom by
     the  Bankruptcy  Court,  WorldCom's obligations under  the  Commission's
     judgment  shall  be deemed to be satisfied by the company's  payment  of
     $500,000,000  in  cash  and  by its transfer  of  common  stock  in  the
     reorganized  company having a value of $250,000,000  to  a  distribution
     agent  to  be appointed by the District Court.  Under the terms  of  the
     settlement, the funds paid and the common stock transferred by  WorldCom
     to  satisfy the Commission's judgment will be distributed to victims  of
     the  company's fraud, pursuant to Section 308 (Fair Funds For Investors)
     of the Sarbanes-Oxley Act of 2002.
     
     The Commission has alleged that WorldCom misled investors by overstating
     its  income from at least as early as 1999 through the first quarter  of
     2002, as a result of undisclosed and improper accounting.   (LR-17829)
     
     The Commission filed its case against WorldCom on June 26, 2002, the day
     after  WorldCom  announced  that it intended to  restate  its  financial
     results for five quarters-all quarters in 2001 and the first quarter  of
     2002.   (LR-17588).   The Commission also sought the  appointment  of  a
     corporate monitor for WorldCom, and on July 3, 2002, U.S. District Judge
     Rakoff appointed former SEC Chairman Richard Breeden to that position.
     
     On  Nov.  26, 2002, the Commission obtained a judgment against  WorldCom
     through  which  the  Commission obtained the full injunctive  relief  it
     sought against WorldCom.  In addition, the judgment ordered WorldCom  to
     undertake  extensive  reviews of its corporate governance  and  internal
     controls,  as  well  as required WorldCom to establish  a  training  and
     education  program for WorldCom officers and employees to  minimize  the
     possibility  of future violations of the federal securities  laws.   The
     Nov.  26,  2002,  judgment  explicitly left open  the  determination  of
     monetary penalties to be imposed on WorldCom.  (LR-17866).

     Since the Commission filed its action against WorldCom, the company  has
     made  a  series  of  announcements expanding its  anticipated  financial
     restatement  due to the fraud, both in dollar amount and  in  time.   In
     addition,  the Commission has brought civil actions against four  former
     employees  of  WorldCom.   The Commission filed  civil  actions  against
     former WorldCom Controller David F. Myers on Sept. 26, 2002, (LR-17753);
     former  WorldCom  Director of General Accounting Buford  "Buddy"  Yates,
     Jr.,  on  Oct.  7,  2002, (LR-17771); and Betty L. Vinson  and  Troy  M.
     Normand, former accountants in WorldCom's General Accounting Department,
     on  Oct.  10, 2002 (Litigation Release No. 17783).  All of these actions
     are pending.
     In  determining to enter into the settlement, the Commission  considered
     remedial  acts promptly undertaken by WorldCom and cooperation  afforded
     the Commission staff.
     The  Commission acknowledges the assistance and cooperation of the  U.S.
     Attorney's Office for the Southern District of New York and the  Federal
     Bureau of Investigation.

     The Commission's investigation into the fraud at WorldCom is continuing.
     [SEC  v.  WorldCom Inc., Civil Action No. 02-CV-4963,  SDNY,  JSR]  (LR-
     18219; AAE Rel. 1811; Press Rel. 2003-81)
     
FINAL JUDGMENT ENTERED AGAINST JERRY WOMACK

     The  Commission  announced today that on June 30,  2003,  the  Honorable
     David  O. Carter of the U.S. District Court for the Central District  of
     California  granted  the Commission's motion for  summary  judgment  and
     entered  a  Final  Judgment  Of Permanent Injunction  And  Other  Relief
     Against  Jerry  A.  Womack.   Womack  is  enjoined  from  violating  the
     registration  and  antifraud provisions of the federal securities  laws,
     specifically  Sections  5(a), 5(c) and 17(a) of the  Securities  Act  of
     1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-
     5  thereunder,  and  Sections 206(1) and (2) of the Investment  Advisers
     Act.  Under the terms of the Final Judgment, Womack is also required  to
     pay  disgorgement  in  the  amount of $18,993,869.06,  plus  prejudgment
     interest, and a civil penalty in the amount of $110,000.
     
     In   November  2000,  the  Commission  charged  Womack  with  committing
     securities  fraud in offering and selling $19 million in  securities  to
     about  400  investors  nationwide between August  1997  and  June  1999.
     Womack represented to investors that he would invest their money in  the
     stock market pursuant to an investment strategy that he claimed to  have
     developed  and used successfully called the "Womack Dow Principle."   He
     also  represented  to  investors  that,  to  implement  the  Womack  Dow
     Principle,  he had retained traders on the floor of the New  York  Stock
     Exchange.   Additionally,  Womack  represented  to  investors  that  the
     trading activity was yielding profitable results.
     
     In  fact,  Womack utilized only about a quarter of the investors'  money
     for  securities trading and suffered a net loss on that trading.  Womack
     misused  the  majority  of  investor funds for  personal  and  unrelated
     expenses  and  to  pay  some  investors  their  purported  profits   and
     principal.  Among other things, Womack used the funds to purchase homes,
     real  property, artwork, jewelry and cars, and to pay for his honeymoon,
     cosmetic surgery for his wife, and his divorce settlement.
     
     In  May 2001, Womack was convicted of wire fraud and money laundering in
     a criminal proceeding brought by the United States Attorney's Office for
     the Central District of California, arising out of the same facts as the
     Commission's case.  Also on June 30, 2003, the Honorable David O. Carter
     sentenced  Womack to serve 188 months in prison and pay over $6  million
     in  restitution.  [SEC v. Jerry A. Womack, Civil Action No. 01-1037  DOC
     (RCx) CDCA] (LR-18220)
     
DEFENDANTS ORDERED TO REPAY $17.4 MILLION IN PRIME BANK SCHEME
     
     The Commission announced today that on June 18, 2003, the Hon. David  F.
     Hamilton of the U.S. District Court for the Southern District of Indiana
     ordered  John  H. Brinker, Jr. of Cincinnati, Ohio, and  Gary  J.  Bentz
     of  Loveland,  Ohio,  to jointly pay $17.4 million in  disgorgement  and
     prejudgment  interest and to pay an additional $110,000  each  in  civil
     penalties for their role in defrauding investors through a "prime  bank"
     trading scheme. Judge Hamilton also ordered Steadfast Ministries,  Inc.,
     a  Cincinnati, Ohio charitable organization incorporated by Brinker  and
     others,  to  pay $265,300 in disgorgement and prejudgment  interest  for
     funds the company received from the scheme.

     In  February  2001,  the  Commission  sued  Brinker,  Bentz,  and  other
     defendants for operating the fraudulent scheme that raised $20.3 million
     from  over  600  investors. At the same time, Judge  Hamilton  issued  a
     permanent injunction that prohibits Brinker, Bentz, and other defendants
     from  engaging  in fraud and other misconduct in violation  of  Sections
     5(a),  5(c),  and  17(a) of the Securities Act of 1933, Sections  10(b),
     15(a), and 15(c) of the Securities Exchange Act of 1934, and Rules 10b-5
     and  15c1-2  thereunder. Brinker and Bentz consented to  the  injunction
     order  without admitting or denying the allegations in the  Commission's
     complaint.

     The  injunction order also froze the assets of Brinker, Bentz,  and  the
     other defendants. In previous civil contempt proceedings, the Commission
     alleged   that   shortly  before  the  asset  freeze,   Bentz   obtained
     approximately $142,000 by borrowing against his assets, and  that  after
     the  freeze, he spent all or part of the borrowed funds in violation  of
     the freeze. The court ruled that Bentz violated the freeze, and held him
     in  civil  contempt.   Bentz  was  subsequently  convicted  of  criminal
     contempt  for  the  same  conduct  and  sentenced  to  three  months  of
     imprisonment.   (For  more  detail  on  the  injunction   and   contempt
     proceedings, see Litigation Release Nos. 16915, 17534, and 17881.)  [SEC
     v.  John E. Brinker, Jr., Gary J. Bentz, et al., Civil Action No.  IP01-
     0259 C-H/G (SD Ind.).] (LR-18221)
     
     
SELF-REGULATORY ORGANIZATIONS
     
     
PROPOSED RULE CHANGES

     The  National  Securities Clearing Corporation  filed  a  proposed  rule
     change (SR-NSCC-2003-14) to modify NSCC's procedures to accommodate  the
     reporting  of  trades  executed  on  a  system  that  provides   trading
     anonymity.    Publication  of the proposal is expected  in  the  Federal
     Register during the week of July 7.  (Rel. 34-48122)

     The  National  Association of Securities Dealers filed a  proposed  rule
     change  (SR-NASD-2002-77) relating to disclosure of audit opinions  with
     going  concern qualifications.  Publication of the proposal is  expected
     in the Federal Register during the week of July 7.   (Rel. 34-48123)

     The  National  Association of Securities Dealers filed a  proposed  rule
     change  (SR-NASD-2002-138) to require non-U.S. issuers to  disclose  any
     exemptions  they may receive from Nasdaq's corporate governance  listing
     standards.   Publication  of the proposal is  expected  in  the  Federal
     Register during the week of July 7.  (Rel. 34-48124)

     The  National  Association of Securities Dealers filed a  proposed  rule
     change  (SR-NASD-2002-139) and Amendment No. 1 thereto to require listed
     companies  to  adopt a code of conduct for all directors, officers,  and
     employees.   Publication  of the proposal is  expected  in  the  Federal
     Register during the week of July 7.  (Rel. 34-48125)

IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES

     A  proposed rule change filed by the American Stock Exchange relating to
     a  six-month  extension  of the exchange's pilot program  for  automatic
     execution  of  orders  for exchange traded funds  (SR-Amex-2003-61)  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 July 7.  (Rel. 34-48126)
     
     The  International Securities Exchange filed a proposed rule change (SR-
     ISE-2003-16)  relating to changes in their fee schedule.   The  proposed
     rule  change  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 July 7.  (Rel.  34-
     48129)

     
SECURITIES ACT REGISTRATIONS
     

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

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

     

SB-2    ESSENTIAL INNOVATIONS TECHNOLOGY CORP, SUITE 400-142 W,
        MAGNOLIA STREET, BELLINGHAM, WA, 98225, 3603923902 -
        100,000 ($2,500,000.00) Equity, (File 333-106839 - Jul. 7) (BR. )

S-4     VITESSE SEMICONDUCTOR CORP, 741 CALLE PLANO, CAMARILLO, CA, 93012,
        8053883700 - 3,922,073 ($18,629,846.75) Equity, (File 333-106840 -
        Jul. 7) (BR. 36)

S-4     KROLL INC, 900 THIRD AVENUE, NEW YORK, NY, 10022, (212) 593-1000 -
        1,366,502 ($107,232,749.00) Equity, (File 333-106841 - Jul. 7) (BR. 08)

SB-2    PARADIGM MEDICAL INDUSTRIES INC, 8019778970 -
        8,000,000 ($4,000,000.00) Equity, (File 333-106842 - Jul. 7) (BR. 36)

S-8     MITEK SYSTEMS INC, 14145 DANIELSON ST SUITE B, POWAY, CA, 92064,
        858-513-4600 - 0 ($1,255,000.00) Equity, (File 333-106843 - Jul. 7)
        (BR. 03)

S-8     GOOD GUYS INC, 5107476000 - 1,250,000 ($1,787,500.00) Equity,
        (File 333-106847 - Jul. 7) (BR. 02)

S-3     BOMBARDIER CREDIT RECEIVABLES CORP, 1600 MOUNTAIN VIEW DRIVE,
        COLCHESTER, VT, 05466, 8026552824 -
        1,018,000,000 ($1,018,000,000.00) Asset-Backed Securities,
        (File 333-106848 - Jul. 7) (BR. 05)

S-8     STOCK MARKET SOLUTIONS INC, 1752 NW THIRD TERRACE, SUITE 118-C,
        FORT LAUDERDALE, FL, 33311, 9545241452 -
        2,300,000 ($161,000.00) Equity, (File 333-106849 - Jul. 7) (BR. 03)

S-3     CARNIVAL CORP, 3655 N W 87TH AVE, PO BOX 1347, MIAMI, FL, 33178-2428,
        3055992600 - 0 ($1.67) Other, (File 333-106850 - Jul. 7) (BR. 05)

S-4     ALCAN INC, 1188 SHERBROOKE ST WEST, MONTREAL QUEBEC CANA, A8, 00000,
        5148488000 - 0 ($632,780,900.11) Equity, (File 333-106851 - Jul. 7)
        (BR. 06)

S-8     WESTMORELAND COAL CO, 2 NORTH CASCADE AVENUE 14TH FLOOR,
        COLORADO SPRINGS, CO, 80903, 7194422600 -
        450,000 ($7,567,975.86) Equity, (File 333-106852 - Jul. 7) (BR. 04)

S-3     VERIZON NEW ENGLAND INC, 185 FRANKLIN STREET, BOSTON, MA, 02110,
        6177439800 - 0 ($500,000,000.00) Non-Convertible Debt,
        (File 333-106853 - Jul. 7) (BR. 37)

S-8     ALEXION PHARMACEUTICALS INC, 352 KNOTTER DRIVE, CHESHIRE, CT, 06511,
        2037761790 - 1,250,000 ($19,457,870.00) Equity, (File 333-106854 -
        Jul. 7) (BR. 01)

S-3     MPS GROUP INC, 1 INDEPENDENT DR, JACKSONVILLE, FL, 32202, 9043602000 -
        1,141,267 ($7,897,567.64) Equity, (File 333-106855 - Jul. 7) (BR. 08)

S-3     RED HAT INC, 1801 VARSITY DRIVE, RALEIGH, NC, 27606, 9197543700 -
        322,312 ($2,504,364.20) Equity, (File 333-106856 - Jul. 7) (BR. 03)

S-3     ACACIA RESEARCH CORP, 500 NEWPORT CENTER DRIVE, 7TH FLOOR,
        NEWPORT BEACH, CA, 92660, 9494808300 -
        3,920,544 ($10,291,428.00) Equity, (File 333-106857 - Jul. 7) (BR. 36)

F-10    PAN AMERICAN SILVER CORP, 0 ($100,000,000.00) Equity,
        (File 333-106858 - Jul. 7) (BR. 04)

S-8     ISIS PHARMACEUTICALS INC, 2292 FARADAY AVE, CARLSBAD, CA, 92008,
        7609319200 - 0 ($1,073,000.00) Equity, (File 333-106859 - Jul. 7)
        (BR. 01)

S-8     HOLLIS EDEN PHARMACEUTICALS INC /DE/, 4435 EASTGATE MALL, SUITE 400,
        SAN DIEGO, CA, 92121, 858-587-9333 - 650,000 ($8,014,500.00) Equity,
        (File 333-106860 - Jul. 7) (BR. 01)

S-8     CAVCO INDUSTRIES INC, 2728 N HARWOOD, DALLAS, TX, 75201-1516,
        2149815000 - 0 ($11,550,000.00) Equity, (File 333-106861 - Jul. 7)
        (BR. 06)
     

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
------------------------------------------------------------------------------------
3W CYBER LOGISTICS INC                  NV          X             06/24/03

ACCESSPOINT CORP /NV/                   NV            X           07/03/03

ACCESSPOINT CORP /NV/                   NV            X           07/07/03

AG SERVICES OF AMERICA INC              IA                    X   07/03/03    AMEND

AIRPLANES LTD                           DE            X           07/07/03

AKORN INC                               LA            X   X       07/03/03

ALASKA AIR GROUP INC                    DE                    X   07/07/03

ALASKA COMMUNICATIONS SYSTEMS GROUP I   DE      X         X       05/29/03    AMEND

ALASKA COMMUNICATIONS SYSTEMS HOLDING   DE      X         X       04/28/03    AMEND

ALLEGHENY ENERGY INC                    MD                X   X   07/07/03

ALLIANCE BANKSHARES CORP                              X   X       07/03/03

AMERICAN ARCHITECTURAL PRODUCTS CORP    DE            X   X       07/02/03

AMERICAN ENTERTAINMENT & ANIMATION CO   DE            X           05/14/03    AMEND

AMERICAN FINANCIAL CORP                 OH            X   X       07/07/03

AMERICAN FINANCIAL CORP                 OH            X   X       07/07/03    AMEND

AMERICAN FINANCIAL GROUP INC            OH                X   X   05/01/03

AMERICAN FINANCIAL GROUP INC            OH                X   X   05/01/03    AMEND

AMERICAN MILLENNIUM CORP INC            NM                X       04/21/03    AMEND

AMERICAN SAFETY INSURANCE GROUP LTD                   X           09/30/03

ARGENT SECURITIES INC                                 X   X       07/07/03

ARIAD PHARMACEUTICALS INC               DE            X   X       07/07/03

ASSET BACKED SECURITIES CORP            DE            X           07/07/03

BMC SOFTWARE INC                        DE                X   X   07/07/03

BROOKFIELD HOMES CORP                   DE                X   X   07/03/03

BROWN TOM INC /DE                       DE            X           06/27/03

CACHE INC                               FL            X           06/28/03

CANARGO ENERGY CORP                     DE          X     X   X   07/07/03

CDMC MORTGAGE PASS THROUGH CERTIFICAT   DE                X       06/25/03

CDMC MORTGAGE PASS-THROUGH CERTIFICAT   DE                X       06/25/03

CELLEGY PHARMACEUTICALS INC             CA            X   X       07/07/03

CENTURION GOLD HOLDINGS INC             FL    X X                 06/20/03

CHART INDUSTRIES INC                    DE                X   X   07/03/03

CHASE FUNDING INC                       NY            X   X       06/20/03

CITGO PETROLEUM CORP                    DE          X             06/25/03

CITGO PETROLEUM CORP                    DE          X     X       06/25/03    AMEND

CLEARCOMM L P                           DE          X     X       06/11/03    AMEND

CNE GROUP INC                           DE          X     X       06/30/03    AMEND

CNE GROUP INC                           DE                X       07/17/03    AMEND

COACHMEN INDUSTRIES INC                 IN            X           07/07/03

COMMERCIAL CAPITAL BANCORP INC          NV                X   X   07/07/03

COMMUNITY CAPITAL BANCSHARES INC                      X   X       07/02/03

COMPUTER TASK GROUP INC                 NY            X           07/07/03

CREDIT SUISSE FIRST BOSTON MORTGAGE S   DE            X           07/07/03

CSFB MORTGAGE SEC CORP COMM MORT PS T   DE            X   X       06/25/03

CWABS INC REVOLVING HM EQU LN ASST BA   DE            X   X       02/28/03

CWABS INC REVOLVING HOME EQ LOAN AST    DE            X   X       06/15/03

DATATEC SYSTEMS INC                     DE            X   X       07/07/03

DAVIDSON INCOME REAL ESTATE LP          DE            X   X       06/26/03

DCAP GROUP INC/                         DE            X   X       07/07/03

DIVINE INC                              DE          X X   X       06/09/03

DOLLAR TREE STORES INC                  VA                    X   08/02/03

DREYERS GRAND ICE CREAM HOLDINGS INC    DE            X   X       07/05/03

DYNEGY HOLDINGS INC                     DE            X   X       07/03/03

DYNEGY INC /IL/                         IL            X   X       07/03/03

ENGLOBAL CORP                           NV                    X   07/07/03

FILENET CORP                            DE            X           07/07/03

FIRST CANADIAN AMERICAN HOLDING CORP    DE      X       X X       07/07/03

FIRST FEDERAL CAPITAL CORP              WI          X     X       06/30/03

FIRST NATIONAL BANCSHARES INC/ FL/      FL                X   X   07/07/03

FLAG TELECOM GROUP LTD                                X   X       07/07/03

FLEXIINTERNATIONAL SOFTWARE INC/CT      DE          X             07/07/03

FRIEDMANS INC                           DE                    X   07/02/03

GENEREX BIOTECHNOLOGY CORP              DE          X     X       07/01/03

GLOBAL BUSINESS RESOURCES INC           DE    X                   07/03/02

GPN NETWORK INC                         DE    X X       X X       07/02/03

GREEN POWER ENERGY HOLDINGS CORP        DE                X       04/23/03    AMEND

GREYHOUND LINES INC                     DE        X       X       06/23/03

HEALTHSOUTH CORP                        DE                    X   07/07/03

HEPALIFE TECHNOLOGIES INC               FL                X   X   07/07/03

HORNBECK OFFSHORE SERVICES INC /LA      DE      X     X   X       06/26/03

HOSPITALITY PROPERTIES TRUST            MD            X   X       07/01/03

IMCLONE SYSTEMS INC/DE                  DE            X   X   X   07/03/03

IMP INC                                 DE            X           07/07/03

IN STORE MEDIA SYSTEMS INC              NV            X   X       06/01/03

INTERSTATE BAKERIES CORP/DE/            DE                X   X   07/03/03

IQUEST NETWORKS INC                     WY            X   X       07/04/03

LABORATORY CORP OF AMERICA HOLDINGS     DE                    X   07/07/03

LAIDLAW INTERNATIONAL INC                         X       X       06/23/03

LEAP WIRELESS INTERNATIONAL INC         DE                X   X   07/03/03

LITTLE SQUAW GOLD MINING CO             AK    X       X   X       06/26/03

LSI LOGIC CORP                          DE            X       X   06/30/03

MCMORAN EXPLORATION CO /DE/             DE            X           07/07/03

MCSI INC                                MD          X     X       06/19/03    AMEND

METROPOLITAN MORTGAGE & SECURITIES CO   WA            X           07/03/03

MORTON INDUSTRIAL GROUP INC             GA                X       06/20/03    AMEND

MOVING BYTES INC                                              X   07/03/03

MSC SOFTWARE CORP                       DE                X   X   07/07/03

MSX INTERNATIONAL INC                   DE            X   X       07/07/03

NAUTICA ENTERPRISES INC                 DE            X   X       07/07/03

NEOPHARM INC                            DE            X   X       06/30/03

NEW ENGLAND REALTY ASSOCIATES LIMITED   MA      X         X       04/25/03    AMEND

NORTH STATE BANCORP                     NC                X   X   07/07/03

NOVITRON INTERNATIONAL INC              DE            X           07/07/03

ONLINE POWER SUPPLY INC                 NV            X           06/24/03

PACIFIC VEGAS GLOBAL STRATEGIES INC     CO          X     X       01/24/03    AMEND

PACKAGED ICE INC                        TX                    X   07/07/03

PASS THROUGH CERTIFICATES SERIES 2002   DE            X   X       07/01/03

PASS THROUGH CERTIFICATES SERIES 2002   DE            X   X       07/01/03

PDI INC                                 DE            X           07/07/03

PDV AMERICA INC                         DE          X             06/25/03

PDV AMERICA INC                         DE          X     X       06/25/03    AMEND

PEOPLES BANCORP INC                     OH            X           07/07/03

PLAYERS NETWORK                                       X           07/03/03

PLYMOUTH RUBBER CO INC                  MA                    X   06/30/03

PROTEIN DESIGN LABS INC/DE              DE            X   X       07/07/03

PSC INC                                 NY            X           06/30/03

REDBACK NETWORKS INC                    DE                X   X   07/07/03

REDBACK NETWORKS INC                    DE            X   X       07/07/03

REGENCY CENTERS CORP                    FL    X           X       06/24/03

RICA FOODS INC                          NV            X   X       07/07/03

RITA MEDICAL SYSTEMS INC                DE            X   X       07/07/03

RJV NETWORK INC                                 X     X X         09/30/03

SCHERING PLOUGH CORP                    NJ            X   X       07/07/03

SEAGATE TECHNOLOGY                      E9            X           07/02/03

SEEBEYOND TECHNOLOGY CORP               CA                X   X   07/07/03

SEQUOIA MORTGAGE FUNDING CORP           MD            X   X       06/19/03

SEQUOIA MORTGAGE FUNDING CORP           MD            X   X       06/20/03

SEQUOIA MORTGAGE FUNDING CORP           MD            X   X       06/30/03

SEQUOIA RESIDENTIAL FUNDING INC                       X   X       06/20/03

SEQUOIA RESIDENTIAL FUNDING INC                       X   X       06/20/03

SEQUOIA RESIDENTIAL FUNDING INC                       X   X       06/20/03

SEQUOIA RESIDENTIAL FUNDING INC                       X   X       06/20/03

SEQUOIA RESIDENTIAL FUNDING INC                       X   X       06/20/03

SEQUOIA RESIDENTIAL FUNDING INC                       X   X       06/20/03

SEQUOIA RESIDENTIAL FUNDING INC                       X   X       06/20/03

SHURGARD STORAGE CENTERS INC            WA            X   X   X   07/07/03

SHURGARD STORAGE CENTERS INC            WA            X   X       07/07/03

SIGMA DESIGNS INC                       CA            X   X       06/25/03

SINA CORP                                             X   X       07/03/03

SINGING MACHINE CO INC                  DE            X   X       06/30/03

SOYO GROUP INC                          NV                X       10/24/02    AMEND

SPHERION CORP                           DE            X           07/07/03

STARWOOD HOTEL & RESORTS WORLDWIDE IN   MD            X   X       06/30/03

STERLING CHEMICALS INC                  DE            X   X       07/07/03

STONEPATH GROUP INC                     DE      X         X       06/20/03

STRUCTURED ASSET SECURITIES CORP II                   X   X       07/03/03

STRUCTURED ASSET SECURITIES CORP II                   X   X       07/03/03

SUMMIT SECURITIES INC /ID/              ID            X           07/03/03

SUPERCONDUCTIVE COMPONENTS INC          OH            X   X       07/07/03

TECUMSEH PRODUCTS CO                    MI                X   X   07/07/03

TITANIUM METALS CORP                    DE            X   X       07/07/03

TOWER BANCORP INC                       PA                X   X   07/03/03

TWEETER HOME ENTERTAINMENT GROUP INC    DE                X   X   07/03/03

UNIFIRST CORP                           MA                X   X   07/07/03

V F CORP                                PA            X   X       07/07/03

VAXGEN INC                              DE            X   X       07/03/03

VICURON PHARMACEUTICALS INC             DE                X       02/28/03

VINEYARD NATIONAL BANCORP               CA                X   X   07/07/03

WAMU MORTAGE PASS THRU CERT SERIES 20   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERT 2002-   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERT SER 2   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERT SER 2   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERT SERIE   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS THRU CERTIFICATES    DE            X   X       07/01/03

WAMU MORTGAGE PASS THRU CERTIFICATES    DE            X   X       07/01/03

WAMU MORTGAGE PASS THRU CERTS SERIES    DE            X   X       07/01/03

WAMU MORTGAGE PASS-THROUGH CERTIFICAT   DE            X   X       07/01/03

WAMU MORTGAGE PASS-THRU CERT SERIES 2   DE            X   X       07/01/03

WASHINGTON MORTGAGE SEC CORP MORT PAS   DE            X   X       07/01/03

WASHINGTON MUTUAL MOR SEC CORP MOR PA   DE            X   X       07/01/03

WASHINGTON MUTUAL MOR SEC CORP MOR PS   DE            X   X       07/01/03

WASHINGTON MUTUAL MORT SEC CORP MORT    DE            X   X       07/01/03

WASHINGTON MUTUAL MORT SEC CORP MORT    DE            X   X       07/01/03

WASHINGTON MUTUAL MORT SEC CORP PAS T   DE            X   X       07/01/03

WASHINGTON MUTUAL MORT SEC CORP WAMU    DE            X   X       07/01/03

WASHINGTON MUTUAL MORT SEC CORP WAMU    DE            X   X       07/01/03

WASHINGTON MUTUAL MORT SEC CORP WAMU    DE            X   X       07/01/03

WASHINGTON MUTUAL MORT SEC CORP WAMU    DE            X   X       07/01/03

WASHINGTON MUTUAL MORT SEC WAMU MOR P   DE            X   X       07/01/03

WASHINGTON MUTUAL MORTGAGE SEC CORP P   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORT PA THR CER   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORT PA THR CER   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORT PAS THR CE   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORT PASS THR C   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORT PASS THROU   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORT PASS THROU   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORT PASS THROU   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORT PASS THROU   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORT PASS THRU    DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORT PASS THRU    DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORT PASS THRU    DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORTGAGE PASS T   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORTGAGE PASS T   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORTGAGE PASS T   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORTGAGE PASS T   DE            X   X       07/01/03

WASHINGTON MUTUAL MSC MORTGAGE PASS-T   DE            X   X       07/01/03

WATCHGUARD TECHNOLOGIES INC             DE                X   X   07/07/03

WEBSENSE INC                            DE                X   X   07/07/03

WELLS FARGO ASSET SECURITIES CORP       DE            X   X       07/07/03

WENDYS INTERNATIONAL INC                OH                X   X   07/07/03

WESTERN UNITED HOLDING CO               WA            X           07/03/03

WESTMORELAND COAL CO                    DE            X   X       07/07/03

WGNB CORP                               GA                X   X   07/03/03

WORLDCOM INC                            GA            X           07/02/03

XTO ENERGY INC                          DE            X   X       07/01/03

YAK COMMUNICATIONS USA INC              FL      X         X       06/20/03

YORK WATER CO                           PA            X           07/07/03

ZIX CORP                                TX            X           07/02/03