SEC NEWS DIGEST


Issue 2002-185                                            September 24, 2002



ENFORCEMENT PROCEEDINGS


IN THE MATTER OF G. BRADLEY TAYLOR

     On  September 24, an administrative law judge issued an initial decision
     in  the  Matter of G. Bradley Taylor.  The Order Instituting Proceedings
     alleged that G. Bradley Taylor willfully violated Section 17(a)  of  the
     Securities Act of 1933, Section 10(b) of the Securities Exchange Act  of
     1934, and Rule 10b-5 thereunder, by failing to disclose to his customers
     that  he  was  receiving compensation for recommending the  purchase  of
     First Entertainment, Inc., stock to his customers.
     
     The   initial  decision  sustained  all  allegations.   As  relief,  the
     administrative law judge imposed a bar and a cease-and-desist  order  on
     G. Bradley Taylor.  (Initial Decision No. 215; File No. 3-9955)

ADMINISTRATIVE PROCEEDINGS SETTLED AGAINST TYRONE KILLEBREW

     The Commission announced that it accepted the settlement offer of Tyrone
     Killebrew  (Killebrew) and issued an Order Making Findings and  Imposing
     Sanction and Cease-and-Desist Order (Order) on September 23.  The  Order
     finds  that  Killebrew  willfully violated,  and  committed  or  caused,
     violations   of   the  antifraud  and  the  broker-dealer   registration
     provisions of the federal securities laws.   Killebrew consented to  the
     issuance  of  the  Order,  without admitting  or  denying  the  findings
     therein.
     
     According  to  the  Order,  in  April and May  1996,  Killebrew  and  an
     associate offered and sold unregistered one-year promissory notes issued
     by  a start-up communications company for a 25 percent commission.   The
     Commission's   Order   further  finds  that  Killebrew   made   material
     misrepresentations and omissions, including:  that an investment in  the
     convertible  notes  posed little or no risk;  that  the  issuer  had  an
     enormous  potential  for profit; that the issuer  owned  rights  to  the
     communications  technology it sought to develop;  that  investors  could
     profit  from  an  initial  public  offering  by  the  issuer,  and  that
     Killebrew's  associate  had  personally invested  $1.6  million  in  the
     issuer.   The  issuer  is  no longer in business,  and  investors  never
     received any return on their investment.

     Additionally, the Commission's Order finds that before BNB Capital,  Inc
     was  registered with the Commission as a broker-dealer, Killebrew agreed
     to  have BNB offer a private placement of the unregistered common  stock
     of  a  lighting company, in return for its expenses and a  10  per  cent
     commission.   Between February 1997 and July 1997, BNB, by  and  through
     Killebrew and his associate, raised approximately $1.5 million from  the
     sale  of  the  lighting manufacturer's stock before  BNB's  registration
     became effective.  Accordingly, the Order finds that Killebrew acted  as
     an unregistered broker-dealer.
     
     Pursuant  to  the Order, Killebrew is ordered to cease and  desist  from
     committing or causing any violation and any future violation of  Section
     17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of  the
     Securities   Exchange  Act  of  1934  (Exchange  Act)  and  Rule   10b-5
     thereunder.   Further,  Killebrew is barred from  association  with  any
     broker  or  dealer, with the right to reapply for association after  one
     year.  Finally, Killebrew was ordered to pay disgorgement of $5,000 plus
     prejudgment interest; however, disgorgement was waived and Killebrew was
     not ordered to pay a civil penalty based on his sworn representations in
     his  Statement of Financial Condition and other documents  submitted  to
     the Commission.  (Rels. 33-8132; 34-46530; File No. 3-10286)
     
ADMINISTRATIVE  AND  CEASE-AND-DESIST PROCEEDINGS  INSTITUTED  AGAINST  OXFORD
CAPITAL MANAGEMENT, INC. AND JOHN DANZ, JR.

     The  Commission  announced that on September  23  it  instituted  public
     administrative  and cease-and-desist proceedings against Oxford  Capital
     Management, Inc. (Oxford), an investment adviser, and its president  and
     majority  shareholder,  John G. Danz, Jr. (Danz).   Oxford,  located  in
     Towson, Maryland, has been registered with the Commission since 1983.
     
     In  the  Commission's Order Instituting Public Administrative and Cease-
     and-Desist  Proceedings  (Order),  the  Division  of  Enforcement   (the
     Division) alleges that from approximately June 1998 through at least May
     2001,  Oxford  through  Danz, repeatedly submitted  false  and  inflated
     performance results and the amount of assets in Oxford's Enhanced Equity
     (Equity)  composite  to  various third parties,  including  clients  and
     prospective  clients,  and  also failed to correct  false  and  inflated
     figures submitted to Danz for review by various reporting services.   In
     particular,  the  Division alleges that during  this  time  frame,  Danz
     inflated  the Equity composite's performance figures for the years  1991
     through 1997, thereby fraudulently raising the Equity composite's  long-
     term  returns.  As a consequence of these inflated figures, third  party
     reporting  services  inaccurately portrayed Oxford as  a  highly  ranked
     investment  adviser that provided superior investment  results  for  its
     advisory  clients.  Moreover, Oxford was unable to demonstrate  how  its
     advertised  performance  claims  were  calculated,  and  has  failed  to
     maintain  a  variety  of required books and records, including  internal
     working  papers or other records that would substantiate its  advertised
     performance claims.

     The  Division  alleges  that Oxford and Danz failed  to  use  previously
     audited performance figures and amount of assets managed when submitting
     long-term quarterly performance results of, and amount of assets managed
     in, Oxford's Equity composite to clients, prospective clients, reporting
     services,  brokers,  and consultants.  Based on  the  false  information
     provided  by  Danz,  the  reporting service  Nelson  Investment  Manager
     Database  ranked  Oxford's  Equity composite  among  its  Top  20  Money
     Managers  for  the periods ended December 31, 1998, December  31,  1999,
     June 30, 2000, and September 30, 2001.  For example, Oxford's 40-quarter
     annualized  return  for the Equity composite as of  June  30,  2000  was
     portrayed  as  23.39% when in fact, the actual return was  only  15.68%,
     which  would  not  have  qualified the Equity composite  for  a  Top  20
     ranking.  Oxford distributed these materially inaccurate rankings  to  a
     variety   of  potential  investors.   Oxford  utilized  the  false   and
     misleading rankings in marketing brochures and to advertise its services
     in  various newspapers, including the Baltimore Business Journal and the
     Baltimore Sun.

     In  addition,  the Division alleges that Oxford, through Danz,  supplied
     The  Mobius  Group, another reporting service, with false and misleading
     performance  results  of  its Equity composite.   As  a  result,  Mobius
     distributed a Manager Fact Sheet about Oxford that contained  false  and
     misleading  performance figures for the period ended December  31,  2000
     and  overstated figures for the amount of assets in the Equity composite
     for  the years 1996 through 1999.  In early 2000, Oxford, through  Danz,
     also  provided  false  and misleading performance  figures  to  a  third
     reporting  service,  Effron Enterprises, Inc.  The  performance  figures
     were similar to those submitted to Nelson and Mobius and were materially
     inflated  in  comparison to the audited numbers.  Oxford, through  Danz,
     also provided various brokers and consultants with materially false  and
     misleading performance results.

     Based upon the above-described conduct, the Division alleges that Oxford
     willfully  violated  and  Danz caused and willfully  aided  and  abetted
     Oxford's violations of Sections 204, 206(1), 206(2), and 206(4)  of  the
     Investment  Advisers Act of 1940 (Advisers Act) and  Rules  204-2(a)(7),
     (11), (16) and 206(4)-1(a)(5) thereunder.
     
     A  hearing  will  be  scheduled before an administrative  law  judge  to
     determine  whether the allegations contained in the Order are  true,  to
     provide respondents an opportunity to dispute these allegations, and  to
     determine  what  sanctions, if any, are appropriate and  in  the  public
     interest.  (Rel. IA-2061; File No. 3-10895)
     
COMMISSION ORDERS MARTIN JOSWICK TO CEASE-AND-DESIST FROM TOUTING SECURITIES

     The  Commission  announced  that on September  24  it  issued  an  Order
     Instituting Cease-and-Desist Proceedings, Making Findings, and  Imposing
     Remedial Sanctions Pursuant to Section 8A of the Securities Act of  1933
     As  To  Martin  P.  Joswick  (Order) against  Joswick  for  touting  the
     securities  of  Asthma Disease Management, Inc. (ADMI) on the  Internet.
     The  Commission  simultaneously accepted an  offer  of  settlement  from
     Joswick  in  which  he  consents,  without  admitting  or  denying   the
     Commission's findings, to an Order that he shall cease and  desist  from
     committing  or  causing  any violations and  any  future  violations  of
     Section 17(b) of the Securities Act.

     In the Order, the Commission found that Joswick was a Vice-President and
     one-third  owner of CyberStreet Capital.com (CyberStreet),  an  Internet
     public  relations  firm  based  in  Rochester,  New  York.   ADMI  hired
     CyberStreet  in  January 2000 to provide various  marketing  and  public
     relations services.  Pursuant to a written agreement, CyberStreet was to
     receive  compensation for these services in the form of ADMI stock  with
     the  number  of shares dependent upon increases in the market  price  of
     ADMI  stock.  The contract provided for a base fee, plus nine  different
     incentive  levels rewarding CyberStreet with additional  shares  if  the
     price of ADMI stock rose to each level and remained at that level for at
     least  five  consecutive trading days.  Between January  and  May  2000,
     Joswick,  along  with  other CyberStreet employees,  performed  numerous
     public  relations services for ADMI and ADMI issued CyberStreet  850,000
     restricted  and  1,850,000  unrestricted  shares.   Because   ADMI   was
     CyberStreet's only client at that time, CyberStreet sold ADMI  stock  in
     order  to  pay operating expenses, including Joswick's salary.   Between
     January  and May 2000, Joswick also posted at least 53 messages  on  the
     Raging   Bull   Message  Board  on  the  Internet  under   the   moniker
     "1profitmaker" recommending the purchase of ADMI stock.  Joswick did not
     disclose  in  any  of these messages that he was receiving  compensation
     from ADMI through CyberStreet for providing public relations services to
     ADMI  or  that  his  compensation from ADMI  through  CyberStreet  would
     increase if the price of ADMI stock increased.

     Based  on  these  facts,  the Commission found  that  Joswick  committed
     violations  of  Section 17(b) of the Securities Act of 1933  by  touting
     ADMI securities on the Raging Bull Message Board without disclosing that
     he  was receiving compensation from ADMI through CyberStreet or that his
     compensation from ADMI through CyberStreet would increase if  the  price
     of ADMI stock increased.  (Rel. 33-8133; File No. 3-10896)
     
SEC  BRINGS FRAUD CHARGES AGAINST ASTHMA DISEASE MANAGEMENT, INC., ITS FORMER
PRINCIPALS AND ITS FORMER AUDITOR

     On  September 24, the Commission filed a civil fraud suit in the  United
     States  District Court for the Eastern District of Pennsylvania  against
     Asthma  Disease Management, Inc. (ADMI), George H. Young (ADMI's  former
     President, CEO and Chairman of the Board), Richard A. Manini  (a  former
     director  of  ADMI)  and  Richard B. Anderson  (one  of  ADMI's  current
     directors),  and ADMI's former independent auditor, Colleen  Erin  Kelly
     Bishop.

     The  complaint  alleges that, from June 1998 through May 18,  2000,  the
     defendants engaged in a fraudulent marketing scheme designed to  inflate
     the  price  and  increase the sale of ADMI securities.   The  Commission
     alleges in its complaint, among other things, that:  (1) ADMI, Young and
     Anderson  issued  false  and  misleading press  releases:  (2)  Anderson
     personally benefited by selling stock when the market price was inflated
     by  the false information contained in the press releases; (3) ADMI  and
     Young  fraudulently inflated ADMI's assets in Commission filings  by  at
     least  70%  and Bishop aided and abetted this fraud; (4) ADMI and  Young
     also  fraudulently omitted from Commission filings material  information
     regarding  the compensation paid to Young and the payment of commissions
     to  Manini; (5) ADMI, Young, Manini and Anderson sold millions of shares
     of  unregistered  ADMI stock; (6) Young and Manini  misappropriated  for
     their  personal benefit at least $260,000 of investor funds raised  from
     stock  sales; and (7) Manini violated the registration requirements  for
     broker-dealers.

     The complaint charges that ADMI, Young, Manini and Anderson violated the
     registration  and  antifraud provisions of the federal securities  laws,
     namely,  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.  Defendant Bishop is charged with aiding and abetting ADMI's
     and  Young's primary violations of Section 10(b) of the Exchange Act and
     Rule  10b-5  thereunder.  In addition, the complaint alleges  that  ADMI
     violated - and that Young and Bishop aided and abetted ADMI's violations
     of - the reporting provisions set forth in Section 15(d) of the Exchange
     Act  and Rules 12b-20, 15d-1 and 15d-13.  Finally, the complaint alleges
     that  Manini also violated the broker-dealer registration provisions  of
     Section  15(a) of the Exchange Act.  [SEC v. Asthma Disease  Management,
     Inc.,  George  H.  Young, Richard A. Manini, Richard  B.  Anderson,  and
     Colleen  Erin Kelly Bishop, Civil Action No. 02-CV-7436 CW,  EDPA]  (LR-
     17739; AAE Rel. 1630)

GENE  PHILLIPS  AND  BASIC CAPITAL MANAGEMENT, INC. AGREE TO  $850,000  CIVIL
PENALTY IN MARGIN CREDIT FRAUD SCHEME.

     On  September 24, the Commission filed a civil complaint in  the  United
     States  District  Court  for the District of Columbia  against  Gene  E.
     Phillips,  a  resident of Dallas, Texas, and Basic  Capital  Management,
     Inc.,  one  of  the  largest  privately  owned  real  estate  management
     companies in the United States.  The complaint alleges that Phillips and
     Basic  Capital  violated the antifraud and stock accumulation  reporting
     provisions  of  the securities laws.  In settlement of the  Commission's
     charges, Phillips and Basic Capital consented to the entry of a judgment
     ordering  them to pay a civil money penalty of $850,000.   This  is  the
     most substantial penalty ever obtained in a Commission action concerning
     a failure to file stock accumulation reports.
     
     The Commission's Complaint alleges that:

     * Between May 1996 and June 1997, Basic Capital and five other affiliated
       entities (the Phillips Group) over which Phillips exerted significant 
       control collectively purchased over one million shares of the common 
       stock of Greenbriar Corporation, a security listed on the American Stock 
       Exchange. The Greenbriar holdings of the Phillips Group exceeded 5% of 
       those shares by July 1996 and amounted to approximately 16.1% by June 
       1997.

     * Phillips and Basic Capital should have filed a report on Schedule 13D
       with the Commission within ten days after the Phillips Group acquired 
       five percent of Greenbriar's outstanding shares in July 1996.  They 
       should have amended that filing each time the Phillips Group collectively 
       acquired an additional one percent or more of Greenbriar's outstanding 
       shares.  No filing was made, however, until April 9, 1998, long after 
       the required filing dates
     
     The  Phillips Group deposited their Greenbriar shares in margin accounts
     and  borrowed  against those shares to fund additional stock  purchases.
     Because  of  the failure of Phillips and Basic Capital to  file  reports
     disclosing  their  accumulation of Greenbriar stock, the  broker-dealers
     who  extended margin credit to the Phillips Group did so without knowing
     that  the  Phillips  Group controlled as much as 16.1%  of  Greenbriar's
     outstanding shares.  This information would have affected the manner  in
     which  the broker-dealers evaluated the market for Greenbriar stock  and
     the  liquidity of the shares pledged as collateral for the margin loans.
     By  knowingly  or recklessly failing to provide the broker-dealers  with
     the  information required Phillips and Basic Capital commited securities
     fraud.

     In  a related administrative proceeding, the Commission today issued  an
     Order  requiring  Phillips, Basic Capital and four  related  affiliates,
     Nevada  Sea Investments, Inc., International Health Products, Inc.,  One
     Realco  Corporation and TacCO Financial, Inc., to cease and desist  from
     violating  the antifraud and stock accumulation reporting provisions  of
     the  securities  laws.   All  the  respondents  in  that  administrative
     proceeding  consented  to  the issuance of the  Order.   [SEC  v.  Basic
     Capital  Management,  Inc.  and  Gene  E.  Phillips,  Civil  Action  No.
     1:02CV01872, D.D.C.] (LR-17740); Administrative Proceeding  -  Rel.  34-
     46538; File No. 10898)
     
SEC  ORDERS  DYNEGY  INC.  TO  CEASE AND DESIST FROM  VIOLATING  THE  FEDERAL
SECURITIES LAWS; DYNEGY AGREES TO PAY $3 MILLION CIVIL PENALTY

     On  September 24, the Commission issued a settled cease-and-desist order
     (Order)  against  Dynegy Inc. (Dynegy or the Company), a  Houston  based
     corporation in the business of energy production, delivery and  trading,
     and  filed  a  settled  civil suit in the Southern  District  of  Texas,
     Houston Division, seeking a $3 million penalty against the Company.   In
     a  consent  filed in the civil suit, Dynegy has agreed  to  pay  the  $3
     million penalty.  The Commission finds in the Order, and alleges in  its
     civil  complaint  that in its 2001 Form 10-K filed with the  Commission,
     Dynegy  improperly accounted for, and failed to disclose  the  financing
     nature of a $300 million payment associated with a financing transaction
     code-named  Project  Alpha (Alpha), involving special-purpose  entities.
     The  Commission  also  finds in the Order, and further  alleges  in  its
     complaint  that  Dynegy  reported, improperly, notional  trading  value,
     volume  and revenue results from two large "round-trip" energy trades  -
     simultaneous, pre-arranged buy-sell trades of electricity with the  same
     counter-party,  at the same price and volume, and over  the  same  term,
     resulting in neither profit nor loss to either party.

     More specifically, the Commission finds in the Order, and alleges in its
     complaint  that  Dynegy  implemented Alpha to  close  the  widening  gap
     between  the  Company's  net  income  and  operating  cash  flow  -   by
     artificially boosting, through Alpha, its 2001 cash flow from operations
     by  $300  million  -  and  to achieve an Alpha-linked  $79  million  tax
     benefit.   According  to  the Commission's Order and  complaint,  Dynegy
     committed  financial fraud by failing to disclose in its Form  10-K  the
     complex  financing  transactions underlying Alpha,  and  by  failing  to
     otherwise clarify that the $300 million Alpha-related payment was in the
     nature of a loan to Dynegy, not operating cash flow.  Additionally,  the
     Commission finds in the Order, and alleges in its complaint that  Dynegy
     improperly accounted in its Form 10-K for the $300 million payment.

     According to the Commission in its Order and complaint, Dynegy reported,
     improperly,   in  two  Dynegy  press  releases  certain  financial   and
     volumetric  results  from  the  round-trip  trades,  both  conducted  on
     November 15, 2001.  Specifically, the Commission finds in the Order, and
     alleges  in  its complaint that Dynegy was negligent in including  in  a
     January  23,  2002  press release the notional trading  value  (price  x
     volume  x  term)  of  one of the round-trip trades in  a  discussion  of
     increased  trading traffic on Dynegydirect, Dynegy's electronic  trading
     platform,  and  that Dynegy was negligent in including the  volume,  and
     first  quarter  2002  revenue and cost results of the  other  round-trip
     trade  in an April 30, 2002 press release.  Additionally, the Commission
     finds  in  the  Order,  and  alleges in its complaint  that  Dynegy  was
     negligent  in  failing  to disclose in either  press  release  that  the
     reported  financial  and volumetric results included  results  from  the
     economically vacuous round-trip trades.

     Dynegy consented to the entry of the Order, without admitting or denying
     the  Commission's  findings.  The Order requires that Dynegy  cease  and
     desist from committing or causing any violation and any future violation
     of Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a)
     and  13(b)(2) of the Securities Exchange Act of 1934 (Exchange Act)  and
     Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1, thereunder.  In addition,
     Dynegy is ordered to continue to cooperate with the Commission staff  in
     the   staff's  ongoing  investigation  and  to  restate  its   financial
     statements  for  its  fiscal  year 2001 in a  manner  that  conforms  to
     Generally  Accepted  Accounting Principles. (Rels. 8134;  34-46537;  AAE
     Rel. 1631; File No. 3-10897; Press Rel. 2002-140)


INVESTMENT COMPANY ACT RELEASES
     

PHOENIX LIFE INSURANCE COMPANY, ET AL.

     An  order  has  been  issued on an Application  filed  by  Phoenix  Life
     Insurance Company, PHL Variable Insurance Company, Phoenix Life Variable
     Accumulation Account, Phoenix Life Variable Universal Life Account,  and
     PHL Variable Accumulation Account pursuant to Sections 26(c), 17(a), and
     17(b) of the Investment Company Act approving the substitution of shares
     of  the Federated Fund for U.S. Government Securities II, a portfolio of
     Federated  Insurance  Series, for shares of the  Phoenix-Federated  U.S.
     Government  Bond Series, a series of the Phoenix Edge Series  Fund,  and
     certain  in  kind  redemptions  and purchases  in  connection  with  the
     substitution.  (Rel. IC-25732 - September 17)

RESERVE PRIVATE EQUITY SERIES, ET AL.

     An  order  has  been issued on an application filed by  Reserve  Private
     Equity  Series,  et  al.  under Section 12(d)(1)(J)  of  the  Investment
     Company Act granting an exemption from Sections 12(d)(1)(A) and  (B)  of
     the  Act, under Sections 6(c) and 17(b) of the Act granting an exemption
     from  Section 17(a) of the Act, and under Section 17(d) of the  Act  and
     Rule  17d-1  under  the Act permitting certain joint transactions.   The
     order  permits  certain  registered management investment  companies  to
     invest uninvested cash in affiliated money market funds in excess of the
     limits  in  Sections 12(d)(1)(A) and (B) of the Act.  (Rel.  IC-25737  -
     September 19)
     
UBS GLOBAL ASSET MANAGEMENT (US) INC. AND FRESCO INDEX SHARES FUNDS

     A  notice  has been issued giving interested persons until October  10,
     2002,  to request a hearing on an application filed by UBS Global Asset
     Management  (US)  Inc. and FRESCO Index Shares Funds for  an  order  to
     permit  an  open-end management investment company, whose series  would
     consist  of  the  component securities of certain domestic  or  foreign
     equity  securities  indexes, to issue shares of  limited  redeemability
     that  would  trade in the secondary market at negotiated  prices.   The
     order also would permit (a) certain affiliated persons of the series to
     deposit  securities into, and receive securities from, the series,  (b)
     dealers  to  sell  shares  of  the  series  in  the  secondary   market
     unaccompanied by a prospectus, when the Securities Act of 1933 does not
     require  prospectus delivery, and (c) certain series to pay  redemption
     proceeds more than seven days after the tender of shares for redemption
     under certain circumstances.  (Rel. IC-25738 - September 18)
     

SELF-REGULATORY ORGANIZATIONS
     

IMMEDIATE EFFECTIVENESS OF PROPOSED RULES

     A proposed rule change filed by the Pacific Exchange, Inc. (SR-PCX-2002-
     50), and Amendment No. 1 thereto, relating to the automatic execution of
     broker-dealer orders in designated option issues 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 September 23.  (Rel. 34-46517)

     A  proposed  rule change (SR-Phlx-2002-47) filed with the Commission  by
     the  Philadelphia Stock Exchange, Inc. relating to an increase to  2,000
     contracts  for  the  two  near term expiration  months  in  the  maximum
     permissible number of Nasdaq-100 Tracking Stock (QQQ) options  contracts
     executable through AUTO-X 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
     September 23.  (Rel. 34-46531)
     
     A  proposed  rule change filed by the National Association of Securities
     Dealers  relating  to the extension of a pilot program making  available
     certain Nasdaq services and facilities until 6:30 P.M. Eastern Time (SR-
     NASD-2002-118)  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 September 23.  (Rel.
     34-46532)
     
 APPROVAL OF PROPOSED RULE CHANGES

     The  Commission  approved  a  proposed rule change  (SR-PCX-2002-26)  as
     amended by Amendment No. 1 thereto submitted under Rule 19b-4 under  the
     Securities  Exchange  Act of 1934 by the Pacific  Exchange  and  granted
     accelerated approval to Amendment No. 2 to such proposal, which  relates
     to maintenance of books and records.  (Rel. 34-46520)
     
     The   Commission  approved  a  proposed  rule  change  (SR-NASD-2002-86)
     submitted  under  Rule 19b-4 by the National Association  of  Securities
     Dealers,  Inc. to establish and set a fee for a new data  feed  for  the
     Nasdaq InterMarket.  Publication of the order in the Federal Register is
     expected during the week of September 23.  (Rel. 34-46534)

     The  Commission approved a proposed rule change submitted by the Chicago
     Stock  Exchange  (SR-CHX-2002-05) under Rule 19b-4 requesting  permanent
     approval  of pilot rules relating to the securities industry  transition
     to  decimal pricing. Publication of the order in the Federal Register is
     expected  during  the week of Publication of the order  in  the  Federal
     Register is expected during the week of September 23.  (Rel. 34-46533)

PROPOSED RULE CHANGES

     The  National Association of Securities Dealers, through its  subsidiary
     The Nasdaq Stock Market, Inc., has filed a proposed rule change (SR-NASD-
     2002-33)   relating  to  fees  for  Nasdaq  data  entitlement  packages.
     Publication  of the proposal is expected in the Federal Register  during
     the week of September 23.  (Rel. 34-46521)

     A  proposed  rule  change (SR-CBOE-2002-46) filed by the  Chicago  Board
     Options  Exchange  relating to its Autoquote Triggered  EBook  Execution
     System  has been filed under Section 19(b)(1) of the Securities Exchange
     Act  of  1934.   Publication of the notice is expected  in  the  Federal
     Register during the week of September 23.  (Rel. 34-46519)


SECURITIES ACT REGISTRATIONS
     

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

     Registration statements may be obtained in person or by writing  to  the
     Commission's  Public  Reference  Branch  at  450  Fifth  Street,   N.W.,
     Washington,  D.C.  20549  or  at  the  following  e-mail  box   address:
     <publicinfo@sec.gov>.  In most cases, this information is also available
     on the Commission's website: <www.sec.gov>.
     
      
          
S-8     STATE STREET CORP, 225 FRANKLIN ST, BOSTON, MA, 02110, 6177863000 -
        170,000 ($6,823,800.00) Equity, (File 333-100001 - Sep. 23) (BR. 07)

S-8     PACEL CORP, 8870 RIXLEW LANE SUITE 201, MANASSAS, VA, 20109,
        7032574759 - 30,000,000 ($159,000.00) Equity, (File 333-100002 -
        Sep. 23) (BR. 03)

S-8     ART TECHNOLOGY GROUP INC, 25 FIRST STREET, CAMBRIDGE, MA, 02141,
        6178591212 - 0 ($2,120,000.00) Equity, (File 333-100003 - Sep. 23)
        (BR. 03)

S-8     TORO CO, 8111 LYNDALE AVE SOUTH, BLOOMINGTON, MN, 55420-1196,
        6128888801 - 0 ($28,025,000.00) Equity, (File 333-100004 - Sep. 23)
        (BR. 36)

S-8     AMERI DREAM ENTERTAINMENT INC, 79811 "A" COUNTRY CLUB DRIVE,
        BERMUDA DUNES, CA, 92201, 8009296147 - 0 ($450,000.00) Equity,
        (File 333-100008 - Sep. 23) (BR. 05)

S-8     MLM WORLD NEWS TODAY INC, 3633 CAMINO DEL RIO SOUTH, SUITE 107,
        SAN DIEGO, CA, 92108, 6195843100 - 4,000,000 ($800,000.00) Equity,
        (File 333-100009 - Sep. 23) (BR. 08)

S-8     NVIDIA CORP, 2701 SAN TOMAS EXPRESSWAY, SANTA CLARA, CA, 95050,
        408-486-2000 - 0 ($289,348,113.00) Equity, (File 333-100010 - Sep. 23)
        (BR. 36)

S-8     TITAN PHARMACEUTICALS INC, 400 OYSTER POINT BLVD, SUITE 505,
        SAN FRANCISCO, CA, 94080, 4152444990 - 0 ($6,450,000.00) Equity,
        (File 333-100011 - Sep. 23) (BR. 01)

S-8     AT ROAD INC, 47200 BAYSIDE PARKWAY, FREMONT, CA, 94538, 94538 -
        0 ($166,934,328.00) Equity, (File 333-100012 - Sep. 23) (BR. 03)

S-4     TECHNICAL OLYMPIC USA INC, 4000 HOLLYWOOD BLVD, SUITE 500N, HOLLYWOOD,
        FL, 33021, 954 364 4000 -
        350,000,000 ($350,000,000.00) Non-Convertible Debt, (File 333-100013 -
        Sep. 23) (BR. 06)

S-8     INTERNET BUSINESS INTERNATIONAL INC,
        4634 SOUTH MARYLAND PARKWAY SUITE 101, LAS VEGAS, NV, 89119,
        7029680008 - 0 ($40,000.00) Equity, (File 333-100014 - Sep. 23) (BR. 04)

S-4     MERCHANTS & MANUFACTURERS BANCORPORATION INC, 14100 W. NATIONAL AVENUE,
        P.O. BOX 511160, NEW BERLIN, WI, 53151, 414-827-6713 -
        0 ($8,307,750.00) Equity, (File 333-100015 - Sep. 23) (BR. 07)

SB-2    GLOBAL SEAFOOD TECHNOLOGIES INC, 555 BAYVIEW AVENUE, BILOXI, MS, 39530,
        228-435-3632 - 10,000,000 ($4,300,000.00) Equity, (File 333-100016 -
        Sep. 23) (BR. 04)

S-8     OFFSHORE LOGISTICS INC, 224 RUE DE JEAN, PO BOX 5C, LAFAYETTE, LA,
        70505, 3182331221 - 2,000,000 ($35,963,880.00) Equity,
        (File 333-100017 - Sep. 23) (BR. 05)

N-2     AEW REAL ESTATE INCOME FUND, 1,000 ($15,000.00) Equity,
        (File 333-100018 - Sep. 23) (BR. )

S-4     EMT CORP, 1215 13TH STREET, SUITE 301, LINCOLN, NE, 68508, 4024582370 -
        16,860,000 ($1,686,000,000.00) Asset-Backed Securities,
        (File 333-100019 - Sep. 23) (BR. )

SB-2    CAROLINA BANK HOLDINGS INC, PO BOX 10209, GREENSBORO, NC, 27404-0209,
        3362881898 - 0 ($9,036,125.00) Equity, (File 333-100020 - Sep. 23)
        (BR. 07)

S-4     FIRST NIAGARA FINANCIAL GROUP INC, 6950 SOUTH TRANSIT ROAD, PO BOX 514,
        LOCKPORT, NY, 14095, 7166257500 - 0 ($66,358,000.00) Equity,
        (File 333-100022 - Sep. 23) (BR. 07)

S-3     INERGY L P, TWO BRUSH CREEK, SUITE 200, KANSAS CITY, MS, 64112,
        8168428181 - 0 ($1,235,526.50) Equity, (File 333-100023 - Sep. 23)
        (BR. 02)

S-3     DAISYTEK INTERNATIONAL CORPORATION /DE/,
        1025 CENTRAL EXPRESSWAY SOUTH STE 200, ALLEN, TX, 75013, 9728814700 -
        0 ($1,543,263.00) Equity, (File 333-100024 - Sep. 23) (BR. 04)

S-8     INSTINET GROUP INC, 3 TIME SQUARE, NEW YORK, NY, 10022, 2123109500 -
        1,553,151 ($8,567,311.00) Equity, (File 333-100025 - Sep. 23) (BR. 07)

SB-2    IMAGIS TECHNOLOGIES INC, 1300 1075 WEST GEORGIA STREET,
        VANCOUVER BC V6E 3C9, A1, 00000, 6046842449 -
        1,458,334 ($1,458,334.00) Equity, (File 333-99995 - Sep. 23) (BR. 09)



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
-----------------------------------------------------------------------------------
AAMES FINANCIAL CORP/DE                 DE            X           09/20/02

ACCRED HOME LNDRS INC AC MOR LN TR 20   DE      X         X       07/25/02    AMEND

ALLSTATE CORP                           DE            X   X       09/12/02

ALPHANET SOLUTIONS INC                  NJ            X   X       09/17/02

AMERICAN CONSOLIDATED MANAGEMENT GROU   UT    X X         X       09/13/02

AMR CORP                                DE                    X   09/23/02

AMR CORP                                DE                    X   09/23/02

AMYLIN PHARMACEUTICALS INC              DE            X   X       09/19/02

APHTON CORP                             DE            X   X       09/23/02

APHTON CORP                             DE            X   X       09/23/02

APPLIED INDUSTRIAL TECHNOLOGIES INC     OH                X   X   09/23/02

APPLIED MOLECULAR EVOLUTION INC         DE              X X       09/20/02

ARCHER DANIELS MIDLAND CO               DE                    X   06/30/02

ARIAD PHARMACEUTICALS INC               DE            X   X       09/23/02

BANC OF AMERICA COMMERCIAL MORT PASS    DE            X   X       09/11/02

BARR LABORATORIES INC                   NY            X           09/23/02

BAY VIEW SECURITIZATION CORP            DE            X           09/16/02

BAY VIEW SECURITIZATION CORP            DE            X   X       09/19/02

BEAR STEARNS COMMERCIAL MORTGAGE SECU   DE            X   X       09/15/02

BEAR STEARNS COMMERCIAL MORTGAGE SECU   DE            X   X       09/17/02

BEAR STEARNS MORT SEC INC COM MORT PA   NY            X   X       08/15/02

BICO INC/PA                             PA            X           09/23/02

BLACK & DECKER CORP                     MD                X   X   09/23/02

BORDEN CHEMICAL  INC                    NJ            X   X       09/23/02

BOYKIN LODGING CO                       OH            X           09/23/02

BOYSTOYS COM INC                        DE        X               09/06/02

CAMBRIDGE ENERGY CORP                   NV          X             09/23/02    AMEND

CANARGO ENERGY CORP                     DE                X   X   09/19/02

CAPITAL CITY BANK GROUP INC             FL            X           05/29/02

CAPITAL TITLE GROUP INC                 DE      X         X       09/18/02

CARPENTER TECHNOLOGY CORP               DE                X   X   09/23/02

CENTEX CORP                             NV                X   X   09/23/02

CENTRAL EUROPEAN DISTRIBUTION CORP      DE            X   X       09/23/02

CHOICE ONE COMMUNICATIONS INC           DE            X           09/25/02

CKE RESTAURANTS INC                     DE            X   X       09/23/02

COMMERCIAL MORTGAGE PASS THROUGH CERT   DE            X   X       09/17/02

COMMUNITY NATIONAL BANCORPORATION       GA            X           09/19/02

COUNTRYWIDE HOME LOAN TRUST HOME LOAN   NY            X   X       09/12/02

COVAD COMMUNICATIONS GROUP INC          DE            X           09/18/02

CREDIT SUISSE FIRST BOSTON USA INC      DE            X           09/19/02

DATATRAK INTERNATIONAL INC              OH            X           09/23/02

DEALER AUTO RECEIVABLES CO LLC          DE            X   X       09/16/02

DEUTSCHE RECREATIONAL ASSET FUNDING C   NV            X   X       08/31/02

DIAL CORP /NEW/                         DE                X   X   09/23/02

DISTRIBUTION FINANCIAL SERVICES MARIN   NY            X   X       08/31/02

DISTRIBUTION FINANCIAL SERVICES RV MA   NV            X   X       08/31/02

DISTRIBUTION FINANCIAL SERVICES RV TR   NY            X   X       08/31/02

DISTRIBUTION FINANCIAL SERVICES RV TR   NY            X   X       08/31/02

DOE RUN RESOURCES CORP                  NY            X   X       09/23/02

DOMINIX INC                             DE          X     X       09/18/02    AMEND

DYNCORP                                 DE          X             09/20/02

DYNEGY HOLDINGS INC                     DE            X   X       09/16/02

DYNEGY INC /IL/                         IL            X   X       09/16/02

ENBRIDGE ENERGY PARTNERS LP             DE                    X   09/23/02

ENSTAR INCOME PROGRAM II-1 LP           NY            X           09/23/02

ETOYS INC                               DE            X   X       09/20/02

EXUS NETWORKS  INC                      NV          X             05/11/02

FIRST HORIZON ASSET SECURITIES INC      DE            X   X       09/23/02

FIRST NATIONAL LINCOLN CORP /ME/        ME            X           09/23/02

FIRST SIERRA RECEIVABLES III INC        DE    X           X       09/01/02

FIRST UNION COMM MORT TRUST COMM MOR    NY            X   X       09/17/02

FIRSTFED FINANCIAL CORP                 DE            X           09/23/02

GE CAPITAL COMMERCIAL MORT CORP MORT    DE            X   X       09/10/02

GENERAL GROWTH PROPERTIES INC           DE                X       07/10/02    AMEND

GREENWICH CAPITAL ACCEPTANCE INC MRT    DE            X   X       09/05/02

GUILFORD MILLS INC                      DE                    X   09/23/02

HARLEY DAVIDSON CUSTOMER FUNDING CORP   NV            X   X       09/30/02

HARLEY DAVIDSON CUSTOMER FUNDING CORP   NV            X   X       09/30/02

HARLEY DAVIDSON CUSTOMER FUNDING CORP   NV            X   X       09/30/02

HARLEY DAVIDSON CUSTOMER FUNDING CORP   NV            X   X       09/30/02

HARLEY DAVIDSON CUSTOMER FUNDING CORP   NV            X   X       09/30/02

HARVARD BIOSCIENCE INC                  DE            X   X       09/23/02

HAWAIIAN ELECTRIC INDUSTRIES INC        HI            X           09/19/02

HEMOXYMED INC                           DE    X X         X       09/10/02

HORIZON OFFSHORE INC                    DE            X   X       09/23/02

IBERIABANK CORP                         LA            X   X   X   09/23/02

ICALL SYSTEMS INC /NV/                  NV      X                 09/09/02

IDINE REWARDS NETWORK INC               DE            X           09/23/02

INNOVATIVE CLINICAL SOLUTIONS LTD       DE          X X   X       09/23/02

INPRIMIS INC                            FL      X         X       09/06/02

INSTINET GROUP INC                      DE      X     X   X       09/20/02

INTEGRATED SECURITY SYSTEMS INC         DE            X   X       09/05/02

INTERNATIONAL MULTIFOODS CORP           DE      X         X       09/09/02

INTERNATIONAL PAPER CO /NEW/            NY            X           09/21/02

IRE PENSION INVESTORS LTD-II            FL            X           09/20/02

ITIS INC                                DE            X   X       09/18/02

JDS UNIPHASE CORP /CA/                  DE                X   X   09/30/02

JLG INDUSTRIES INC                      PA            X   X       09/23/02

KEY PRODUCTION CO INC                   DE            X   X       09/20/02

KNOWLEDGEMAX INC                        DE                X       09/23/02    AMEND

KOSAN BIOSCIENCES INC                   CA            X   X       09/23/02

LECSTAR CORP                            TX          X             05/11/02

LEVI STRAUSS & CO                       DE            X   X       09/23/02

LEXENT INC                              DE            X           09/23/02

LIPID SCIENCES INC/                     AZ                X   X   09/23/02

LTV CORP                                DE            X   X       09/23/02

MAGNITUDE INFORMATION SYSTEMS INC       DE                    X   09/23/02

MAVERICK TUBE CORPORATION               DE                    X   09/23/02

MED-DESIGN CORP                         DE                    X   09/23/02

MED-DESIGN CORP                         DE                    X   09/23/02    AMEND

MICROMUSE INC                           DE      X         X       07/24/02    AMEND

MIDAMERICAN ENERGY HOLDINGS CO /NEW/    IA            X   X       09/23/02

MIDAS INC                               DE                    X   09/23/02

MOLEX INC                               DE                    X   09/23/02

MONEYFLOW SYSTEMS INTERNATIONAL INC     A0                X   X   09/23/02

MORGAN STANLEY DEAN WITTER CAPITAL I    DE            X   X       09/15/02

NATIONAL CITY AUTO RECEIVABLES TRUST    DE            X   X       09/16/02

NATIONAL CITY CREDIT CARD MASTER TRUS                 X   X       09/16/02

NATIONAL SORBENTS INC /NV/              NV          X     X       09/23/02

NATIONAL STEEL CORP                     DE            X   X       09/20/02

NETWOLVES CORP                          NY                X       07/09/02    AMEND

NOBLE INTERNATIONAL LTD                 DE            X           09/23/02

NORTHWEST BANCORP INC                   PA                X X     09/13/02

NOVELL INC                              DE                X       09/20/02    AMEND

NS GROUP INC                            KY                X   X   09/20/02

OCEAN RESOURCES INC                     DE          X             09/20/02

PAN ASIA COMMUNICATIONS CORP            NV      X         X       09/18/02

PAYCHEX INC                             DE                    X   09/20/02

PREDICTIVE SYSTEMS INC                  DE            X   X       09/23/02

PRIME RECEIVABLES CORP                  DE                X       09/16/02

QWEST COMMUNICATIONS INTERNATIONAL IN   DE            X   X       09/22/02

R H DONNELLEY CORP                      DE                    X   09/23/02

RESIDENTIAL ASSET MORTGAGE PRODUCTS I   DE            X   X       09/23/02

RESIDENTIAL ASSET MORTGAGE PRODUCTS I   DE            X   X       09/23/02

RESIDENTIAL FUNDING MORTGAGE SECURITI   DE            X   X       09/23/02

RIDGEWOOD ELECTRIC POWER TRUST II       DE      X                 09/30/02

ROBERTS REALTY INVESTORS INC            GA            X   X       09/20/02

SECURITY BIOMETRICS INC                 NV      X         X       09/20/02    AMEND

SECURITY BIOMETRICS INC                 NV      X         X       09/20/02    AMEND

SFBC INTERNATIONAL INC                  DE      X         X       09/06/02

SMLX TECHNOLOGIES INC                   CO            X           09/23/02

SOUTHERN STATES POWER CO INC            CA          X             09/16/02

SYCONET COM INC                         DE      X     X   X       09/13/02

SYMANTEC CORP                           DE          X     X       09/18/02

TECHNEST HOLDINGS INC                   NV          X             05/11/02

TEL VOICE COMMUNICATIONS INC            NV            X           08/13/02

TIMKEN CO                               OH            X           09/23/02

TOREADOR RESOURCES CORP                 DE            X       X   09/18/02

TRIAD AUTOMOBILE RECEIVABLES TRUST 20   DE            X   X       09/12/02

TRIANGLE PHARMACEUTICALS INC            DE            X   X       09/20/02

UICI                                    DE                X   X   09/23/02

UNITED PAN EUROPE COMMUNICATIONS NV                   X           09/23/02

UNIVERSAL CORP /VA/                     VA                X       09/20/02

UNIVERSAL MONEY CENTERS INC             MO                    X   09/23/02

VENTURES NATIONAL INC                   UT                X       08/30/02    AMEND

VISKASE COMPANIES INC                   DE            X   X       09/20/02

WACHOVIA COMMERCIAL MORT PASS THRU CE   NC            X   X       09/17/02

WELLS FARGO ASSET SECURITIES CORP       DE            X   X       09/23/02

WFS FINANCIAL 2002-1 OWNER TRUST        DE            X   X       09/20/02

WFS FINANCIAL 2002-3 OWNER TRUST        CA            X   X       09/20/02

WGL HOLDINGS INC                        VA            X           09/19/02

WILSON GREATBATCH TECHNOLOGIES INC      DE                X       07/09/02    AMEND