SEC NEWS DIGEST


Issue  2002-216                                                   November 7, 2002




COMMISSION ANNOUNCEMENTS
     

COMMISSION MEETINGS

     Following  is a schedule of Commission meetings which will be  conducted
     under  provisions of the Government in the Sunshine Act.  Meetings  will
     be  scheduled  according  to  the requirements  of  agenda  items  under
     consideration.

     Open meetings will be held in the Commission Meeting Room, Room 1C30, at
     the   Commission's   headquarters  building,  450  Fifth   Street,   NW,
     Washington, DC.  Visitors are welcome at all open meetings,  insofar  as
     space   is  available.   Persons  wishing  to  photograph  or  videotape
     Commission meetings must obtain permission in advance from the Secretary
     of  the Commission.  Persons wishing to tape record a Commission meeting
     should notify the Secretary's office 48 hours in advance of the meeting.

     Any  member  of the public who requires auxiliary aids such  as  a  sign
     language  interpreter  or material on tape to attend  a  public  meeting
     should  contact Rochelle Franks, Office of Administrative and  Personnel
     Management,  to  make arrangements.  Ms. Franks can be  reached  at  TTY
     number (202) 942-9558.  If you are calling from a non-TTY number, please
     call the Relay Service at 1-800-877-8339.

OPEN MEETING - WEDNESDAY, NOVEMBER 13, 2002 - 10:00 A.M.

     The subject matter of the open meeting scheduled for Wednesday, Nov. 13,
     will be:
     
     1.   The  Commission will consider whether to adopt proposed  amendments
          to  Form  N-4, the registration form for insurance company separate
          accounts  that  are registered as unit investment trusts  and  that
          offer variable annuity contracts.  The amendments would revise  the
          format  of the fee table of Form N-4 to require disclosure  of  the
          range of total expenses for all of the mutual funds offered through
          the  separate  account, rather than disclosure of the  expenses  of
          each  fund.  The Commission will also consider whether to adopt  an
          amendment to the fee table of Form N-6, the registration  form  for
          variable  life insurance policies that would require disclosure  of
          the  range  of total expenses for all of the mutual funds  offered,
          consistent with the amendments to the fee table of Form N-4.
     
     2.   The  Commission  will consider whether to propose  for  comment  an
          amendment  to Securities Exchange Act of 1934 (Exchange  Act)  Rule
          17a-5(c) that would codify relief the Commission granted in a pilot
          program  that  exempted  broker-dealers  from  the  requirement  of
          Exchange  Act  Section 17(e)(l)(B) and Rule 17a-5(c) thereunder  to
          send  their  full balance sheet and certain net capital information
          to  their  customers  twice  a year.   To  take  advantage  of  the
          exemption, a broker-dealer must send its customers the net  capital
          information  and  must  provide  its  customers  instructions   for
          obtaining its full balance sheet on its web site and by request  to
          a  toll-free  telephone number.  The Commission will also  consider
          whether  to  extend interim relief for three months, to  March  31,
          2003.   The  Commission  granted the relief  as  a  two-year  pilot
          program  ending December 31, 2001 (Exchange Act Release No.  42222,
          December  10, 1999) and then extended the program for one year,  to
          December  31,  2002 (Exchange Act Release No. 45179,  December  20,
          2001).

CLOSED MEETING - THURSDAY, NOVEMBER 14, 2002 - 10:00 A.M.

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

     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
     

FREDERICK KOLLING CONSENTS TO THE ENTRY OF AN ADMINISTRATIVE CEASE-AND-DESIST
AND  RULE  102(E)  ORDER RELATING TO VIOLATIONS OF THE ANTIFRAUD,  REPORTING,
RECORD  KEEPING,  INTERNAL CONTROLS AND LYING TO AUDITOR  PROVISIONS  OF  THE
EXCHANGE ACT
     
     On  Nov.  6,  the Commission settled administrative proceedings  against
     Frederick W. Kolling III, the former CFO of Gunther International, Ltd.,
     pursuant to Section 21C of the Securities Exchange Act of 1934 (Exchange
     Act) and Rule 102(e) of the Commissions Rules of Practice.

     The  Commission found that in 1997 and 1998, Kolling willfully  violated
     the  antifraud  provisions of the Exchange Act and caused and  willfully
     aided  and  abetted  violations  of the reporting,  record  keeping  and
     internal controls provisions of the Exchange Act.  The Commission  found
     that  Kolling assisted in the preparation of and signed Gunther's annual
     and  periodic financial statements in 1997 and 1998 when he knew, or was
     reckless in not knowing, that these statements were materially false  or
     misleading.   The  Commission  found that Kolling  overstated  Gunther's
     assets  and  revenues  and  understated its expenses  when  he  made  or
     permitted  to be made improper entries into Gunther's accounting  system
     and  ignored "red flags" that should have alerted him to material errors
     in  Gunther's  financial  statements.  The Commission  also  found  that
     Kolling knew, or was reckless in not knowing, that statements he made in
     the  Management's  Discussion and Analysis section of  Gunther's  Annual
     Report  on  Form  10-KSB for fiscal year 1997 were materially  false  or
     misleading.  The Commission found that Kolling made materially false  or
     misleading  statements to Gunther's independent auditors  in  connection
     with  their  audit  of  Gunther's fiscal year 1997  and  1998  financial
     statements.   Finally,  the Commission found that Kolling  sold  Gunther
     stock  in  January 1998, when he knew, or was reckless in  not  knowing,
     that   Gunther  had  filed  materially  false  or  misleading  financial
     statements with the Commission.
     
     Without   admitting  or  denying  the  Commission's  findings,   Kolling
     consented  to  the  entry of an order which requires him  to  cease  and
     desist  from  committing  or  causing  any  violation,  and  any  future
     violations,  of  Sections  10(b), 13(a),  13(b)(2)(A)  and  (B)  of  the
     Exchange Act, and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-13, 13b2-
     1  and  13b2-2.  The Order also requires Kolling to pay disgorgement  in
     the amount of $4,397, plus prejudgment interest, but states that payment
     of  such amount is waived based upon Kolling's sworn representations  in
     his Statement of Financial Condition and other information submitted  to
     the Commission.  The Order denies Kolling the privilege of appearing  or
     practicing  before the Commission as an accountant and  states  that  in
     four  years,  Kolling  may  request that  the  Commission  consider  his
     reinstatement.  (Rel. 34-46777; AAE Rel. 1659; File No. 3-10718)

COMMISSION SUSTAINS NASD FINDINGS THAT NICHOLAS AVELLO VIOLATED NET  CAPITAL,
RECORD KEEPING, AND REPORTING RULES

     On  Nov.  7,  the  Commission sustained the findings of  the  NASD  that
     Nicholas  T. Avello, limited principal financial and operations  (FINOP)
     of  Hudson Knight Securities (HKS) between 1995 and 1997, violated  NASD
     net-capital, record keeping, and reporting rules.

     In  several  instances,  Avello  failed to  investigate  adequately  the
     circumstances  of  loan, lease, and other transactions;  these  failures
     allowed HKS to violate the Commission's net capital rules and led HKS to
     maintain inaccurate books and records, and file inaccurate reports  with
     the NASD and the Commission.

     The  NASD did not hold Avello responsible for violations caused  by  the
     president  of  HKS who had systematically deceived Avello regarding  HKS
     finances.   The NASD also declined to hold Avello responsible for  rules
     violations  that he detected and reported to the NASD.  The  NASD  fined
     Avello  $5,000  and assessed $665.80 in costs against  him.   (Rel.  34-
     46780; File No. 3-10391)

U.S.  DISTRICT  COURT  ISSUES  ORDER  REQUIRING  COMPLIANCE  IN  COMMISSION'S
SUBPOENA ENFORCEMENT ACTION

     The  Commission announced that the U.S. District Court for  the  Central
     District  of California, Southern Division, granted its application  for
     enforcement of its investigative subpoena against Steven V. Cotton,  the
     former  Chief Financial Officer and Chief Operating Officer  of  Irvine,
     California-based  Lantronix, Inc.  The Court ordered Cotton  to  produce
     documents on or before Nov. 15, 2002.
     
     The Commission filed its application for enforcement of its subpoena  on
     Oct.  22,  2002.  The investigative subpoena sought documents regarding,
     among  other  things,  Cotton's bank and brokerage account  information.
     [SEC  v. Steven V. Cotton, Case No. SA CV 02-973, DOC, MLGx, CDCA]  (LR-
     17830)

SEC CHARGES HEDGE FUND MANAGER BEACON HILL ASSET MANAGEMENT, LLC, WITH FRAUD;
BEACON HILL AND FUNDS CONSENT TO COURT-ORDERED CONTROLS

     On  Nov.  7,  the  Commission charged Beacon Hill Asset  Management  LLC
     (Beacon Hill), a hedge fund manager located in Summit, New Jersey,  with
     a  violation of the antifraud provisions of the Investment Advisers Act.
     The  Commission's complaint, filed in the U.S. District  Court  for  the
     Southern District of New York, alleges that at least during July through
     September  2002, Beacon Hill reported net asset values and corresponding
     returns  to  fund  investors  that it knew or  should  have  known  were
     materially  overstated.  In addition to a permanent  injunction  against
     future  violations, disgorgement and civil penalties, the Commission  is
     seeking  substantial preliminary relief, that Beacon Hill,  its  managed
     hedge  funds (Beacon Hill Master, Ltd., Bristol Fund, Ltd., Safe  Harbor
     Fund  L.P., and Milestone Plus Partners L.P.), and controlling  entities
     of  the  hedge  funds (Safe Harbor Asset Management, LLC  and  Milestone
     Global Advisors, L.P.) have agreed to.
     
     Under the terms of a stipulation to be filed with the court, and subject
     to the approval of the Court: Beacon Hill will be preliminarily enjoined
     from  violating Section 206(2) of the Investment Advisers Act  of  1940;
     Beacon Hill and the hedge funds will report to the court within 10  days
     of  entry of the order that Beacon Hill is no longer managing the  funds
     and  that a new investment manager is in place; Court approval  will  be
     required for redemptions, withdrawals, or distributions from the  funds,
     as  well  as for extraordinary payments; the funds will require the  new
     investment manager to file periodic reports with the court, the SEC, and
     investors;  and  Beacon Hill will be required to preserve  all  relevant
     documents and to cooperate fully to enable the new investment manager to
     perform its duties.
     
     The  Commission's  complaint  alleges that  Beacon  Hill  managed  three
     "feeder" hedge funds - Bristol, Safe Harbor, and Milestone - as well  as
     a  "master"  fund  (Beacon Hill Master) through which the  feeder  funds
     conducted  trading.   The funds principally invested  in  the  mortgage-
     backed  securities markets on a leveraged basis.  The complaint  alleges
     that, for at least the periods ending July 31, August 31, and Sept.  30,
     2002, Beacon Hill reported net asset values and corresponding returns to
     fund  investors  that  it  knew or should  have  known  were  materially
     overstated.   Among  other things, on Oct. 8, Beacon  Hill  reported  to
     investors  that  the Safe Harbor and Bristol funds had  suffered  losses
     estimated  at  25% during the month of September.  On Oct. 17,  however,
     Beacon Hill reported to investors that losses were approximately 54%  --
     more  than  double  the amount reported on October 8 - including  losses
     that had not been reported during prior periods.
          
     The  Commission's  complaint alleges that Beacon Hill  violated  Section
     206(2)   of  the  Investment  Advisers  Act  of  1940,  which  prohibits
     transactions,  practices, and courses of business  which  operate  as  a
     fraud  or  deceit  upon  investment  advisory  clients  and  prospective
     clients.  The complaint seeks a permanent injunction, disgorgement,  and
     civil  money penalties.  The complaint names the hedge funds  and  their
     controlling  entities  as  "relief"  defendants  solely  in   order   to
     effectuate the controls and reporting requirements described above. [SEC
     v.  Beacon Hill Asset Management LLC, Beacon Hill Master, Ltd.,  Bristol
     Fund,  Ltd.,  Safe Harbor Fund L.P., Safe Harbor Asset Management,  LLC,
     Milestone Plus Partners L.P., and Milestone Global Advisors, L.P., Civil
     Action No. 02 CV 8855, LAK, SDNY] (LR-17831)
     

INVESTMENT  COMPANY ACT RELEASES
     

MINNESOTA LIFE INSURANCE CO., ET AL.

     An  order  has  been  issued pursuant to Section 11  of  the  Investment
     Company Act to Minnesota Life Insurance Company, Minnesota Life Variable
     Life Account, and Securian Financial Services, Inc. The order permits an
     offer  of  exchange of new variable adjustable life insurance  policies,
     issued  by  Minnesota Life and made available through its Variable  Life
     Account,  for  certain  outstanding variable adjustable  life  insurance
     policies,  issued by Minnesota Life and also made available through  the
     Variable Life Account.  (Rel. IC-25793 - Nov. 4)
     

HOLDING  COMPANY ACT RELEASES
     

GREAT PLAINS ENERGY INCORPORATED, ET AL.

     An  order has been issued authorizing a proposal by Great Plains  Energy
     Incorporated  (GPE), a registered holding company; Kansas City  Power  &
     Light  Company  (KCPL), an electric utility company and  a  wholly-owned
     subsidiary of GPE; Great Plains Energy Services, a to-be-formed  service
     company  subsidiary;  and  Wolf Creek Nuclear Operating  Corporation,  a
     nonutility subsidiary of KCPL (Applicants).  Applicants request that the
     Commission extend the interim period originally authorized by Commission
     order   dated  Sept.  7,  2001  (HCAR  No.  27436)  allowing  nonutility
     subsidiaries and KCPL to provide services to each other and to GPE  from
     Nov. 7, 2002 until March 31, 2003.     (Rel. 35-27592)
     
ALLEGHENY ENERGY, INC., ET AL.

     A  notice has been issued giving interested persons until Nov. 27, 2002,
     to   request  a  hearing  on  a  proposal  by  Allegheny  Energy,   Inc.
     (Allegheny),  a registered holding company, and Allegheny Energy  Supply
     Company, LLC (AE Supply), Allegheny's registered public utility  holding
     company   subsidiary.   AE  Supply  proposes  to  (i)  modify  financing
     conditions set forth in a previous Commission order, (ii) pay  dividends
     to Allegheny out of capital surplus; and (iii) sell or otherwise dispose
     of  certain  of its utility assets and/or the securities of  its  public
     utility companies.  (Rel. 35-27596)
     

SELF-REGULATORY ORGANIZATIONS
     

APPROVAL OF PROPOSED RULE CHANGE

     The  Commission approved a proposed rule and Amendments No. 1, 2, 3,  4,
     5,  6, and 7 thereto and issued notice of filing and granted accelerated
     approval to Amendment No. 8 to the proposed rule change submitted  under
     Section  19(b)(1)  of  the  Securities  Exchange  Act  of  1934  by  the
     Philadelphia  Stock  Exchange (SR-Phlx-2002-04) relating  to  electronic
     interface  with  AUTOM for specialists and registered  options  traders.
     (Rel. 34-46763)

IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES

     A  proposed  rule change filed by the American Stock Exchange  (SR-Amex-
     2002-91)  relating to the suspension of transaction changes for  certain
     exchange-traded funds 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 Nov. 11.  (Rel. 34-46765)

     A  proposed rule change filed by Nasdaq Liffe Markets (SR-NQLX-2002-02),
     relating to listing standards for security futures products, has  become
     effective under Section 19(b)(7) of the Securities Exchange Act of 1934.
     Publication  of the proposal is expected in the Federal Register  during
     the week of Nov. 11.  (Rel. 34-46774)

     A  proposed  rule  change (SR-CBOE-2002-50) filed by the  Chicago  Board
     Options  Exchange to amend certain provisions of Exchange Rule  8.16  to
     eliminate  the  current  Retail  Automatic  Execution  System   log   on
     requirements  for  market-makers  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 Nov. 11.
     (Rel. 34-46776)


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     PACEL CORP, 8870 RIXLEW LANE SUITE 201, MANASSAS, VA, 20109,
        7032574759 - 100,000,000 ($540,000.00) Equity, (File 333-101030 -
        Nov. 6) (BR. 03)

S-8     ELOYALTY CORP, 150 FIELD DRIVE SUITE 250, LAKE FOREST, IL, 60045,
        3122284500 - 0 ($1,911,541.00) Equity, (File 333-101031 - Nov. 6)
        (BR. 08)

SB-2    USA TECHNOLOGIES INC, 200 PLANT AVENUE, WAYNE, PA, 19087, 6109890340 -
        31,231,956 ($31,231,956.52) Equity, (File 333-101032 - Nov. 6) (BR. 08)

S-3     FAIR ISAAC & COMPANY INC, 200 SMITH RANCH ROAD, SAN RAFAEL, CA, 94903,
        4154722211 -
        150,000,000 ($150,000,000.00) Debt Convertible into Equity,
        (File 333-101033 - Nov. 6) (BR. 08)

S-3     INTERNATIONAL BUSINESS MACHINES CORP, NEW ORCHARD ROAD, ARMONK, NY,
        10504, 9144991900 - 19,302,535 ($1,500,000,000.00) Equity,
        (File 333-101034 - Nov. 6) (BR. 03)

S-3     XOMA LTD /DE/, 2910 SEVENTH ST, BERKELEY, CA, 94710, 5106441170 -
        5,000,000 ($27,900,000.00) Equity, (File 333-101035 - Nov. 6) (BR. 01)

S-4     UST INC, 100 W PUTNAM AVE, GREENWICH, CT, 06830, 2036611100 -
        0 ($600,000,000.00) Non-Convertible Debt, (File 333-101036 - Nov. 6)
        (BR. 04)

S-8     TALBOTS INC, ONE TALBOTS DRIVE, HINGHAM, MA, 02043, 7817497600 -
        300,000 ($8,367,000.00) Other, (File 333-101037 - Nov. 6) (BR. 02)

S-8     EDISON INTERNATIONAL, 2244 WALNUT GROVE AVE, STE 369, P O BOX 800,
        ROSEMEAD, CA, 91770, 6263022222 - 30,000,000 ($312,900,000.00) Equity,
        (File 333-101038 - Nov. 6) (BR. 02)

S-8     AVNET INC, 2211 SOUTH 47TH STREET, PHOENIX, AZ, 85034, 4806432000 -
        1,000,000 ($9,125,000.00) Equity, (File 333-101039 - Nov. 6) (BR. 36)

S-8     AMERICANWEST BANCORPORATION, 9506 N NEWPORT HWY, SPOKANE, WA,
        99218-1200, 5094676949 - 0 ($662,474.00) Equity, (File 333-101040 -
        Nov. 6) (BR. 07)

S-3     ZIX CORP, 2711 NORTH HASKELL AVENUE, SUITE 2300, LB 36, DALLAS, TX,
        75204-2960, 214-370-2000 - 0 ($621,043.20) Equity, (File 333-101041 -
        Nov. 6) (BR. 03)

S-8     AMERISOURCEBERGEN CORP, 1300 MORRIS DRIVE, SUITE 100, CHESTERBROOK, PA,
        19087-5594, 6107277000 - 0 ($4,168,800.00) Equity,
        0 ($15,265,000.00) Non-Convertible Debt, (File 333-101042 - Nov. 6)
        (BR. 01)

S-8     AMERISOURCEBERGEN CORP, 1300 MORRIS DRIVE, SUITE 100, CHESTERBROOK, PA,
        19087-5594, 6107277000 - 0 ($625,320.00) Equity, (File 333-101043 -
        Nov. 6) (BR. 01)

SB-2    ENERI TECHNOLOGIES INC, 1601 CLINT MOORE ROAD, BOCA RTON, FL, 33487,
        5619976227 - 103,149,000 ($1,031,490.00) Equity, (File 333-101044 -
        Nov. 6) (BR. )

S-8     TIVO INC, 2160 GOLD STREET, PO BOX 2160, ALVISO, CA, 95002,
        4087476080 - 0 ($4,836,000.00) Equity, (File 333-101045 - Nov. 6)
        (BR. 37)

S-8     BENCHMARK TECHNOLOGY CORP, 1250 SOUTH BURNHAM, #212, LAS VEGAS, NV,
        89104, 7023848692 - 500,000 ($20,000.00) Equity, (File 333-101046 -
        Nov. 6) (BR. 05)

F-10    INTRAWEST CORP, STE 800 200 BURRARD ST, VANCOUVER BRITISH CO, A1,
        00000, 2066237580 - 0 ($397,000,000.00) Non-Convertible Debt,
        (File 333-101047 - Nov. 6) (BR. 05)

S-8     DENDRITE INTERNATIONAL INC, 1200 MOUNT KEMBLE AVE, MORRISTOWN, NJ,
        07960, 2014251200 - 1,000,000 ($6,130,000.00) Other, (File 333-101048 -
        Nov. 6) (BR. 03)

S-8     HEALTH FITNESS CORP /MN/, 3500 W 80TH ST, STE 130, BLOOMINGTON, MN,
        55431, 6128316830 - 0 ($135,000.00) Equity, (File 333-101049 - Nov. 6)
        (BR. 01)

S-8     SMALL TOWN RADIO INC, 12600 DEERFIELD PARKWAY STE 100, ALPARETETA, GA,
        77056, 7138925823 - 0 ($630,000.00) Equity, (File 333-101050 - Nov. 6)
        (BR. 02)

S-4     NEW DECEMBER INC, 5929 COLLEGE AVE., OAKLAND, CA, 94618,
        0 ($2,244,038,406.00) Equity, (File 333-101052 - Nov. 6) (BR. )

S-8     ROANOKE TECHNOLOGY CORP, 539 BECKER DRIVE, ROANOKE RAPIDS, NC, 27870,
        2525379222 - 2,000,000 ($20,000.00) Equity, (File 333-101053 - Nov. 6)
        (BR. 08)

S-3     WISCONSIN ELECTRIC POWER CO, 231 W MICHIGAN ST, PO BOX 2046, MILWAUKEE,
        WI, 53290-0001, 414-221-2345 -
        0 ($800,000,000.00) Unallocated (Universal) Shelf, (File 333-101054 -
        Nov. 6) (BR. 02)

SB-2    HIENERGY TECHNOLOGIES INC, 10 MAUCHLY DRIVE, SUITE, IRVINE, CA, 92618,
        9497273389 - 7,725,346 ($16,957,134.47) Equity, (File 333-101055 -
        Nov. 6) (BR. 09)

N-2     BACAP ALTERNATIVE MULT STRATEGY FUND LLC, 900 WEST TRADE STREET,
        CHARLOTTE, NC, 28255, 7043889041 -
        0 ($100,000,000.00) Limited Partnership Interests, (File 333-101056 -
        Nov. 6) (BR. )

S-3     VAXGEN INC, 1000 MARINA BLVD, STE 200, BRISBANE, CA, 94005,
        6506241000 - 0 ($150,000,000.00) Other, (File 333-101057 - Nov. 6)
        (BR. 01)

S-3     ALKERMES INC, 88 SIDNEY ST, CAMBRIDGE, MA, 02139-4136, 617-494-0171 -
        2,294,243 ($21,520,000.00) Equity,
        165,000,000 ($165,000,000.00) Non-Convertible Debt, (File 333-101058 -
        Nov. 6) (BR. 01)

S-4     ALKERMES INC, 88 SIDNEY ST, CAMBRIDGE, MA, 02139-4136, 617-494-0171 -
        2,294,243 ($21,520,000.00) Equity,
        165,000,000 ($165,000,000.00) Non-Convertible Debt, (File 333-101059 -
        Nov. 6) (BR. 01)


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
------------------------------------------------------------------------------------
ABN AMRO MORTGAGE CORP MULTI CLASS CE   DE            X           09/24/02

ADVANCED NUTRACEUTICALS INC/TX          TX            X   X       11/06/02

AETHER SYSTEMS INC                      DE            X           11/06/02

ALLIANT TECHSYSTEMS INC                 DE            X           11/06/02

AMERICABILIA COM INC                    FL    X X     X   X X     10/04/02    AMEND

AMERICAN CRYSTAL SUGAR CO /MN/          MN                    X   11/05/02

AMERIQUEST MORTGAGE SECURITIES INC      DE            X   X       11/05/02

AMERUS GROUP CO/IA                      IA                X   X   11/05/02

APARTMENT INVESTMENT & MANAGEMENT CO    MD            X   X       11/04/02

APHTON CORP                             DE            X   X       11/06/02

APPLIANCE RECYCLING CENTERS OF AMERIC   MN            X   X       11/07/02

ARIAD PHARMACEUTICALS INC               DE            X   X       11/06/02

ASSET BACKED FUNDING CORP 2002 WF1 TR   DE            X   X       10/25/02

BANCORPSOUTH INC                        MS                X   X   11/06/02

BEAR STEARNS ARM TRUST 2002-7           DE            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS    NY            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS    NY            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS    NY            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS                  X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS                  X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS    DE            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS    DE            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS    NY            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS    NY            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS    NY            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS    DE            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS    NY            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS    NY            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS    NY            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS-   NY            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS-   NY            X   X       10/25/02

BEAR STEARNS ARM TRUST MORTGAGE PASS-   NY            X   X       10/25/02

BEAR STEARNS ASSET BACKED SEC INC ASS   DE            X   X       10/25/02

BEAR STEARNS ASSET BACKED SECURITIES    NY            X   X       10/25/02

BEAR STEARNS ASSET BCK SEC TR AS-BCK    NY            X   X       10/25/02

BEAR STEARNS COMPANIES INC              DE            X   X       10/30/02

BEAZER HOMES USA INC                    DE            X   X       11/05/02

BECTON DICKINSON & CO                   NJ            X   X       11/06/02

BLUE DOLPHIN ENERGY CO                  DE      X         X       11/04/02

BOTTLING GROUP LLC                      DE            X   X       11/06/02

BRAZIL FAST FOOD CORP                   DE            X   X       10/28/02

BRISTOL MYERS SQUIBB DEBENTURE BACKED   DE            X   X       10/31/02

BRL HOLDINGS INC                        DE    X X     X X X       10/02/02    AMEND

BROADWAY FINANCIAL CORP \DE\            DE            X           11/05/02

BSD SOFTWARE INC                        FL    X X         X       11/04/02

BUSINESS OBJECTS SA                             X         X       08/23/02    AMEND

CABLETEL COMMUNICATIONS CORP                          X   X       11/01/02

CALPINE CORP                            DE            X   X       11/05/02

CANADIAN DERIVATIVES CLEARING CORP      A6                X       09/30/02

CARDINAL HEALTH INC                     OH                X       11/06/02

CENDANT MORTGAGE CAPITAL CDMC MORT PA   DE                X       09/25/02

CENDANT MORTGAGE CAPITAL CDMC MORT PA   DE                X       10/25/02

CENDANT MORTGAGE CAPITAL LLC            DE                X       09/25/02

CENDANT MORTGAGE CAPITAL LLC            DE                X       10/25/02

CENDANT MORTGAGE CAPITAL LLC            DE                X       09/25/02

CENDANT MORTGAGE CAPITAL LLC            DE                X       10/25/02

CENTRAL PARKING CORP                    TN    X                   11/04/02

CHESAPEAKE UTILITIES CORP               DE            X           10/31/02

CHINA XIN NETWORK MEDIA CORP            FL            X           11/02/02

CITIZENS COMMUNICATIONS CO              DE            X           11/05/02

COMBINED PROFESSIONAL SERVICES INC      NV    X X     X   X       10/11/02    AMEND

COMMUNITY BANCORP /VT                   VT            X           11/06/02

CONCENTRA OPERATING CORP                NV                X   X   11/05/02

CONCEPTUS INC                           DE            X           11/04/02

CONDOR TECHNOLOGY SOLUTIONS INC         DE            X   X       10/30/02

COOPER COMPANIES INC                    DE            X   X       11/05/02

CORNERSTONE PROPANE PARTNERS LP         DE            X   X       11/01/02

COVANSYS CORP                           MI            X           10/24/02

CROSS COUNTRY INC                       DE            X   X       11/04/02

CUMMINS INC                             IN            X           11/05/02

CUMMINS INC                             IN                    X   11/06/02

DECISIONLINK INC                        DE            X   X       11/04/02

DIAMOND OFFSHORE DRILLING INC           DE                X   X   11/06/02

DUN & BRADSTREET CORP/NW                DE                    X   09/30/02

EMERSON ELECTRIC CO                     MO                    X   11/05/02

FINANCIAL INDUSTRIES CORP               TX            X           10/31/02

FIRST CENTURY BANKSHARES INC            WV            X   X       11/06/02

FIRST DATA CORP                         DE            X   X       11/04/02

FIRST MIDWEST BANCORP INC               DE            X   X       11/06/02

FIRST UNION COMMERCIAL MORTGAGE SECUR   NC            X           10/18/02

FLANDERS CORP                           NC            X           10/21/02    AMEND

FLEET CREDIT CARD MASTER TRUST II       NY            X   X       10/31/02

FLIGHT SAFETY TECHNOLOGIES INC          NV                X       11/01/02    AMEND

FLORIDA EAST COAST INDUSTRIES INC       FL                    X   11/06/02

FLORIDA EAST COAST INDUSTRIES INC       FL                    X   11/06/02

FLORIDA PUBLIC UTILITIES CO             FL            X           11/01/02    AMEND

FNB BANCORP/CA/                                     X     X       11/04/02

FRONTIER AIRLINES INC /CO/              CO            X           11/05/02

FRONTSTEP INC                           OH            X   X       11/05/02

GEMSTAR TV GUIDE INTERNATIONAL INC      DE          X             10/30/02

GEORGIA POWER CO                        GA            X   X       10/30/02

GK INTELLIGENT SYSTEMS INC              DE            X           03/19/02

GROUP 1 SOFTWARE INC                    DE            X   X       11/06/02

GS MORTGAGE SECURITIES CORP             DE            X   X       11/05/02

GTECH HOLDINGS CORP                     DE            X           11/06/02

GTM HOLDINGS INC                        NV            X   X       11/06/02

HAGGAR CORP                             NV                X       11/05/02    AMEND

HELIX BIOMEDIX INC                      DE            X           10/31/02

HORMEL FOODS CORP /DE/                  DE            X           10/23/02

HOUSEHOLD INTERNATIONAL INC             DE                    X   11/05/02

IMPERIAL OIL LTD                                              X   11/06/02

INDY MAC ABS INC HOME EQUITY MOR LN A   DE            X           09/25/02

INDY MAC ABS INC HOME EQUITY MOR LN A   DE            X           06/25/02    AMEND

INDY MAC ABS INC HOME EQUITY MOR LN A   DE            X           07/25/02    AMEND

INDY MAC ABS INC HOME EQUITY MOR LN A   DE            X           08/26/02    AMEND

INSPIRE PHARMACEUTICALS INC             DE            X           11/06/02

INVERNESS MEDICAL INNOVATIONS INC       DE                X       09/20/02    AMEND

ISA INTERNATIONALE INC                  DE          X     X       10/31/02

ISEMPLOYMENT COM INC                          X X       X X       11/05/02

ITC DELTACOM INC                        DE                    X   11/05/02

JDS UNIPHASE CORP /CA/                  DE                    X   12/30/02

KANEB PIPE LINE PARTNERS L P            DE            X   X       11/04/02

KULICKE & SOFFA INDUSTRIES INC          PA            X   X       11/05/02

LAKE AREA CORN PROCESSORS LLC                         X   X       11/05/02

LANCER CORP /TX/                        TX            X   X       11/05/02

LIFEN INC                                                   X     10/22/02

LIPID SCIENCES INC/                     AZ                X   X   11/06/02

LODGIAN INC                             DE            X   X       11/06/02

LOTUS PACIFIC INC                       DE            X           11/05/02

MAGNA ENTERTAINMENT CORP                DE      X         X       10/23/02

MAMMOTH MINING CO                       UT            X           10/31/02

MATRIX BANCORP INC                      CO            X   X       11/04/02

MERRILL LYNCH DEPOSITOR INC PREFERRED   DE            X   X       10/01/02

MERRILL LYNCH DEPOSITOR INC PREFERRED   DE            X   X       09/16/02

MERRILL LYNCH DEPOSITOR INC PREFERRED   DE            X   X       09/16/02

MERRILL LYNCH DEPOSITOR INC PUBLIC ST   DE            X   X       10/15/02

METLIFE INC                             DE                X   X   11/05/02

METRO-GOLDWYN-MAYER INC                 DE            X   X       11/04/02

MID AMERICA APARTMENT COMMUNITIES INC   TN                    X   11/06/02

MINERA ANDES INC /WA                                  X           11/05/02

MORGAN STANLEY DEAN WITTER CAPITAL I    DE            X           09/25/02

MORGAN STANLEY DEAN WITTER CAPITAL I    DE            X           03/25/02    AMEND

MORGAN STANLEY DEAN WITTER CAPITAL I    DE            X           04/25/02    AMEND

MORGAN STANLEY DEAN WITTER CAPITAL I    DE            X           05/28/02    AMEND

MORGAN STANLEY DEAN WITTER CAPITAL I    DE            X           06/25/02    AMEND

MORGAN STANLEY DEAN WITTER CAPITAL I    DE            X           07/25/02    AMEND

MORGAN STANLEY DEAN WITTER CAPITAL I    DE            X           08/26/02    AMEND

MSDW STRUCTURED ASSET CORP              DE                X       11/06/02

MSDW STRUCTURED ASSET CORP              DE                X       11/06/02

MSDW STRUCTURED ASSET CORP              DE                X       11/06/02

NESCO INDUSTRIES INC                    NV            X           10/25/02

NETWORK COMMERCE INC                    WA        X   X           11/01/02

NORTH FORK BANCORPORATION INC           DE                    X   11/06/02

NOVATEL WIRELESS INC                    DE            X   X       11/06/02

OAKWOOD MORTGAGE INVESTORS INC          NV            X   X       11/04/02

OBSIDIAN ENTERPRISES INC                DE      X     X   X       10/30/02

OHIO CASUALTY CORP                      OH            X   X       11/05/02

ONESOURCE INFORMATION SERVICES INC      DE                X   X   11/01/02

ONYX ACCEPTANCE FINANCIAL CORP          DE            X   X       10/10/02

OSMONICS INC                            MN            X   X       11/03/02

P COM INC                               DE            X   X       11/01/02

PAINEWEBBER MORTGAGE ACCEPTANCE CORP    DE            X   X       09/25/00

PAINEWEBBER MORTGAGE ACCEPTANCE CORP    DE            X   X       12/26/00

PAM TRANSPORTATION SERVICES INC         DE                X   X   11/01/02

PARADIGM GENETICS INC                                 X           11/05/02

PARTNERRE LTD                                                 X   11/06/02

PATAPSCO BANCORP INC                    MD            X   X       10/25/02

PEOPLES OHIO FINANCIAL CORP             OH            X   X       11/05/02

PEPSI BOTTLING GROUP INC                DE            X   X       11/06/02

PETROQUEST ENERGY INC                   DE            X   X       11/06/02

PIEDMONT NATURAL GAS CO INC             NC            X   X       11/05/02

PMA CAPITAL CORP                        PA            X   X       11/06/02

POLYONE CORP                                          X   X       10/30/02

PREFERREDPLUS TRUST SERIES BLC-2        DE            X   X       09/16/02

PRICELINE COM INC                       DE            X       X   11/05/02

PROGRESS ENERGY INC                     NC            X           10/16/02

PROVIDENTIAL HOLDINGS INC               NV      X         X       11/06/02    AMEND

PURCHASEPRO COM INC                     NV          X     X       10/15/02    AMEND

RECKSON OPERATING PARTNERSHIP LP        DE                X   X   11/06/02

RECOTON CORP                            NY                    X   11/01/01

RENAISSANCERE HOLDINGS LTD                            X   X       11/01/02

SALOMON BROS MORT SEC VII SAL HOME EQ   DE                X       09/25/02

SALOMON BROS MORT SEC VII SAL HOME EQ   DE                X       10/25/02

SALOMON MORTGAGE LOAN TRUST SER 2002-   DE                X       09/25/02

SALOMON MORTGAGE LOAN TRUST SER 2002-   DE                X       10/25/02

SANDISK CORP                            DE            X   X       10/16/02

SCIQUEST INC                            DE            X           11/06/02

SCOLR INC                               DE            X   X       11/01/02

SCRIPPS E W CO /DE                      OH      X         X       10/31/02

SELIGMAN NEW TECHNOLOGIES FUND II INC   MD                X   X   11/06/02

SELIGMAN NEW TECHNOLOGIES FUND INC                        X   X   11/06/02

SHIRE PHARMACEUTICALS GROUP PLC                       X   X       11/06/02

SHIRE PHARMACEUTICALS GROUP PLC                       X   X       11/06/02

SHIRE PHARMACEUTICALS GROUP PLC                       X   X       11/06/02

SKYWORKS SOLUTIONS INC                  DE            X   X       11/05/02

SORRENTO NETWORKS CORP                  NJ            X           11/05/02

SPECTRASITE HOLDINGS INC                DE            X   X       11/06/02

STRUCTURED ASSET SECURITIES CORP MOR    DE                X       09/25/02

STRUCTURED ASSET SECURITIES CORP MOR    DE                X       10/25/02

STRUCTURED PRODUCTS CORP CORTS TRUST    DE                X       07/26/02

STRYKER CORP                            MI                X   X   11/06/02

SUPERIOR ENERGY SERVICES INC            DE            X   X       11/06/02

SVB FINANCIAL SERVICES INC              NJ            X   X       11/06/02

SYNCOR INTERNATIONAL CORP /DE/          DE            X   X       11/06/02

TENET HEALTHCARE CORP                   NV            X   X       11/05/02

TIFFANY & CO                            DE            X           11/06/02

TXU EUROPE LTD                                            X       07/01/02    AMEND

U S REALTEL INC                         DE          X             11/04/02

UNITED BANCSHARES INC/OH                OH            X           11/06/02

UNIVEC INC                              DE          X             11/06/02

UNIVERSAL BROADBAND COMMUNICATIONS IN   NV            X   X       11/04/02

UNUMPROVIDENT CORP                      DE                X   X   11/06/02

VENTAS INC                              DE            X   X       11/05/02

VESTA INSURANCE GROUP INC               DE            X   X       11/05/02

VION PHARMACEUTICALS INC                DE            X   X       11/04/02

VISTA GOLD CORP                                       X           11/05/02

VITALWORKS INC                          DE            X   X       10/28/02

WATERFORD GAMING FINANCE CORP           DE            X           11/06/02

WATERFORD GAMING LLC                    DE            X           11/06/02

WELLS FARGO ASSET SEC CORP MORT PASS    NY            X   X       10/25/02

WELLS FARGO ASSET SECURITIES CORP MOR   DE            X   X       10/25/02

WELLS FARGO MORTGAGE BACKED SECURITIE   NY            X   X       10/25/02

WELLS FARGO MORTGAGE BACKED SECURITIE   NY            X   X       10/25/02

WELLS FARGO MORTGAGE BACKED SECURITIE   NY            X   X       10/25/02

WELLS FARGO MORTGAGE BACKED SECURITIE   NY            X   X       10/25/02

WELLS FARGO MORTGAGE BACKED SECURITIE   DE            X   X       10/25/02

WICKES INC                              DE                    X   11/06/02

WINTER SPORTS INC /NEW                  MT            X           11/04/02

WSFS FINANCIAL CORP                     DE            X   X       11/05/02

WTC INDUSTRIES INC                      DE      X         X       10/22/02

ZENITH NATIONAL INSURANCE CORP          DE      X         X       08/23/02    AMEND