SEC NEWS DIGEST

Issue   2003-69                                               April 11, 2003

     
ENFORCEMENT PROCEEDINGS
     
     
IN THE MATTER OF WILLIAM KRAEMER

     On  April 10, the Chief Administrative Law Judge issued an order  making
     findings  and imposing sanctions by default in the matter of William  E.
     Kraemer.   The  Chief  Administrative Law Judge  found  that  Respondent
     Kraemer  participated in a scheme that utilized a variety of  materially
     false  and misleading statements to market the common stock of  Prexomet
     Corporation,  a  penny  stock.  Pursuant  to  Section  15(b)(6)  of  the
     Securities  Exchange  Act  of 1934, the Chief Administrative  Law  Judge
     barred  Respondent Kraemer from being associated with a broker or dealer
     and from participating in any offering of penny stock.   (Rel. 34-47656;
     File No. 3-11037)
     
PROCEEDINGS INSTITUTED AND SETTLED AGAINST ANITA MILLS-BARRY
     
     On  April  11,  the Commission instituted administrative and  cease-and-
     desist  proceedings  against Anita Mills-Barry  (Mills-Barry),  a  Texas
     resident.   In its Order Instituting Administrative and Cease-And-Desist
     Proceedings,  Making  Findings, and Imposing Remedial  Sanctions  and  a
     Cease-and-Desist  Order  Pursuant to  Sections  15(b)  and  21C  of  the
     Securities  Exchange Act of 1934, the Commission found that  Mills-Barry
     willfully aided and abetted and caused various securities law violations
     arising   from  the  undisclosed  ownership  and  control  of  Northstar
     Securities, Inc. (Northstar), a registered broker-dealer, by Douglas  W.
     Powell  (Powell) and Charles D. Elliott, III (Elliott) between 1998  and
     early 2001.
     
     Among   other  things,  the  Order  found  that  Mills-Barry,  who   was
     Northstar's  titular president and nominal owner, permitted  Powell  and
     Elliott  to  own and control Northstar in contravention of a  Commission
     Order entered on May 13, 1999 suspending them from association with  any
     broker or dealer for three months, and, thereafter, from associating  in
     a  supervisory  or  proprietary capacity for an additional  six  months.
     Further, the Commission found that Mills-Barry caused Northstar to  make
     inaccurate filings that (a) failed to list Powell and Elliott as  owners
     and  executive officers of Northstar; and (b) falsely failed to disclose
     them  as  persons who controlled Northstar's management or policies,  or
     wholly  or  partially financed its business.  Moreover,  the  Commission
     found   that   Mills-Barry  willfully  aided  and  abetted  and   caused
     Northstar's  failure to register Powell and Elliott as  principals  with
     the  firm  while they were managing Northstar's securities business  and
     effecting  securities transactions on the firm's behalf.   Finally,  the
     Commission found that Mills-Barry aided and abetted Northstar's  failure
     to maintain adequate books and records regarding Powell and Elliott.
          
     Simultaneously  with  the  institution of  proceedings,  the  Commission
     accepted an offer of settlement from Mills-Barry.  Pursuant to her offer
     of  settlement, Mills-Barry is suspended from association with a  broker
     or  dealer for a period of twelve months and ordered to cease and desist
     from  committing or causing any violations and any future violations  of
     Sections  15(b)(6)(B)(i)  and  15(b)(6)(B)(ii),  and  from  causing  any
     violations  and any future violations of Sections 15(b)(1) and  17(a)(1)
     of  the  Exchange  Act  and Rules 15b3-1, 15b7-1 and  17a-3  thereunder.
     The  Commission's  Order did not impose civil penalties  against  Mills-
     Barry  based  on  sworn  representations in her Statement  of  Financial
     Condition.   (Rel. 34-47665; File No. 3-11085)
                                      
ORDER  INSTITUTING  ADMINISTRATIVE  AND CEASE-AND-DESIST  PROCEEDING  AGAINST
DOUGLAS POWELL, CHARLES ELLIOTT, III, AND RUSSELL TARBETT
     
     On  April  11,  the Commission instituted administrative and  cease-and-
     desist  proceedings  against  Douglas W.  Powell  (Powell),  Charles  D.
     Elliott,  III (Elliott), and Russell S. Tarbett (Tarbett), all  of  whom
     are  residents of Texas (hereinafter, the Respondents).   In  its  Order
     Instituting  Public  Administrative  Proceedings  Pursuant  to  Sections
     15(b)(6) and 21C of the Securities Exchange Act of 1934, Section  203(f)
     of  the  Investment  Advisers  Act of 1940,  and  Section  9(b)  of  the
     Investment  Company  Act  of 1940 (Order), the Division  of  Enforcement
     (Division) alleges that the Respondents willfully aided and abetted  and
     caused  various  securities  law  violations  arising  from  Powell  and
     Elliott's  undisclosed  ownership and control of  Northstar  Securities,
     Inc.  (Northstar), a registered broker-dealer, between  1998  and  early
     2001.

     Among  other things, the Division alleges that, without the  consent  of
     the  Commission, Powell and Elliott willfully associated with  Northstar
     in  contravention  of  a  Commission  Order  entered  on  May  13,  1999
     suspending  them  from association with any broker or dealer  for  three
     months,   and,   thereafter,  from  associating  in  a  supervisory   or
     proprietary capacity for an additional six months.  The Division further
     alleges that the Respondents caused Northstar to make inaccurate filings
     that  (a)  failed  to  list Powell and Elliott as owners  and  executive
     officers  of  Northstar;  and (b) falsely failed  to  disclose  them  as
     persons who controlled Northstar's management or policies, or wholly  or
     partially  financed its business.  Moreover, the Division  alleges  that
     the  Respondents  willfully  aided and abetted  and  caused  Northstar's
     failure to register Powell and Elliott as principals with the firm while
     they   were  managing  Northstar's  securities  business  and  effecting
     securities  transactions on the firm's behalf.   Finally,  the  Division
     alleges  that  Respondents  aided  and abetted  Northstar's  failure  to
     maintain  adequate books and records regarding Powell  and  Elliott,  as
     well  as  its  failure to file a mandatory annual report  for  the  2000
     fiscal year.  According to the Division, Tarbett, who became Northstar's
     nominal  owner  and titular chief executive officer in  1999,  permitted
     Powell  and Elliott to associate with Northstar in contravention of  the
     Commission' Order, and otherwise aided and abetted and caused the  above
     violations.
     
     As  a  result,  the  Division alleges that Powell and Elliott  willfully
     violated  Section 15(b)(6)(B)(i), and willfully aided  and  abetted  and
     caused Northstar's violations of Sections 15(b)(1), 15(b)(6)(B)(ii), and
     17(a)(1) of the Securities Exchange Act of 1934 (Exchange Act) and Rules
     15b3-1,  15b7-1, 17a-3 and 17a-5 thereunder, and that Tarbett aided  and
     abetted  and  caused  violations of Sections  15(b)(1),  15(b)(6)(B)(i),
     15(b)(6)(B)(ii), and 17(a)(1) of the Exchange Act and Rules 15b3-1, 15b7-
     1,17a-3 and 17a-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  Powell,  Elliott and Tarbett an opportunity  to  dispute  these
     allegations,  and to determine what sanctions, if any,  are  appropriate
     and  in  the public interest.  (Rels. 34-47666; IA-2122; IC-26004;  File
     No. 3-11086)
     
COMMISSION  FILES CIVIL CONTEMPT CHARGES AGAINST DENNIS HERULA AND  MARY  LEE
CAPALBO IN SECURITIES FRAUD CASE

     The Commission announced that on April 9 it filed civil contempt charges
     against  Dennis Herula and Mary Lee Capalbo alleging that they  violated
     federal  court  orders  issued  in a  civil  fraud  case  filed  by  the
     Commission.   In  its  complaint, filed April 1,  2002,  the  Commission
     alleged that Herula, a former Raymond James broker, his wife Capalbo,  a
     Rhode  Island  attorney, and others participated in a fraudulent  scheme
     that  raised at least $52 million from investors between 1999 and  2001.
     The  Rhode Island federal court issued a written order on May  8,  2002,
     imposing  preliminary  injunctions and  asset  freezes  against  Herula,
     Capalbo and others.  The court also ordered Herula and Capalbo to submit
     written financial accountings to the Commission staff.
     
     In  its  contempt application as to Herula, the Commission alleges  that
     Herula has recently spent thousands of dollars in violation of the court-
     imposed asset freeze against him, including over $10,000 for an apparent
     car  purchase in December 2002, over $7,000 in ATM withdrawals, and over
     $10,000  in  checks  and bill payments in January  2003.   Further,  the
     Commission's  application  alleges that Herula  has  maintained  several
     financial  institution accounts with balances of tens  of  thousands  of
     dollars that he failed to identify to the Commission staff in his court-
     ordered  accounting.  In its contempt application  as  to  Capalbo,  the
     Commission  alleges that $50,000 was transferred in  October  2002  from
     credit card accounts in Capalbo's name to a law firm representing Herula
     and  Capalbo.   The Commission alleges that Capalbo did not  follow  the
     specific  procedures ordered by the court in the preliminary  injunction
     for  use  of  funds to pay attorneys' fees.  Further, the  court-ordered
     accountings  submitted  by Herula and Capalbo  did  not  identify  these
     transfers or the existence of the accounts from which the transfers were
     made.
     
     For  further  information, please see Litigation Release  Numbers  17957
     (Jan.  29, 2003) [final judgment against Capalbo]; 17800 (Oct. 23, 2002)
     [final  judgment against Herula]; and 17514 (May 13, 2002)  [preliminary
     injunction  and  asset freeze].  [SEC v. Dennis Herula,  et  al.,  USDC,
     District of Rhode Island, C.A. No. 02 154 ML] (LR-18082)
     
FEDERAL  COURT  ORDERS  $2.1 MILLION DISGORGEMENT AND $120,000  PENALTIES  IN
SECURITIES OFFERING FRAUD

     On  March  25, 2003, the Honorable John F. Walters, U.S. District  Judge
     for  the  Central  District of California, entered a final  judgment  of
     disgorgement  and penalties in a securities offering fraud case  brought
     by the Securities and Exchange Commission against Alexander Naujoks, aka
     Alexander  P. Thorn, of Huntington Beach, California, and his companies,
     Exectrek, Inc., ACSports.com, and World Markets Group (collectively, the
     companies).   The  Court ordered Thorn, Exectrek  and  ACSports  to  pay
     disgorgement  of  $2.1  million plus prejudgment interest,  and  ordered
     Thorn to pay a civil penalty of $120,000.
     
     In  issuing its judgment, the Court found that defendants engaged in  an
     unregistered securities offering to which no exemption from registration
     applied.   The Court also found that the defendants solicited  investors
     through   fraudulent  misrepresentations,  including  that:    (1)   the
     companies would be going public via an initial public offering in 30  to
     90  days; (2) the investment would triple in value immediately once  the
     companies went public; and (3) Compaq and Oracle had made investments in
     Exectrek.  Through such conduct, defendants raised at least $2.1 million
     from investors nationwide.
     
     The  Court's March 25, 2003, judgment concludes the Commission's  action
     against the defendants.  In September 2002, defendants consented to, and
     the Court entered, a judgment of permanent injunction from violating the
     securities   registration  and  antifraud  provisions  of  the   federal
     securities  laws   (See  Lit.  Rel. Nos.  17357  and  18083).   [SEC  v.
     Alexander  Naujoks aka Alexander P. Thorn; Exectrek, Inc., a  California
     corporation;  ACSports.com, a Delaware corporation;  and  World  Markets
     Group,  Inc.,  a  Delaware corporation, Civil Action  No.  02-01073-JFW,
     VBKx, CD Cal.] (LR-18083)

RECIDIVIST SECURITIES VIOLATOR AND FORMER COMPANY PRESIDENT INDICTED  IN  OIL
AND GAS FRAUD

     On  March  19,  2003, a federal grand jury in Orange County,  California
     retuned  an indictment against a recidivist securities violator and  the
     former  president  of  a  company  who  were  previously  charged   with
     securities fraud by the Securities and Exchange Commission.
     
     James E. Hammonds, 62, of Inglewood, California, and Barry V. Reed,  58,
     of  Las Vegas, Nevada, were charged by the U.S. Attorney for the Central
     District  of California in Santa Ana with using the United States  mails
     to perpetrate an oil and gas investment scheme to defraud investors.
     
     In November 2001, Hammonds and Reed, along with two Nevada corporations,
     Texon  Energy  Corp. and Lonestar Petroleum Corp., were charged  by  the
     Commission with violating the securities registration provisions of  the
     federal securities laws, Sections 5(a) and 5(c) of the Securities Act of
     1933, and the antifraud provisions, Section 17(a) of the Securities  Act
     and  Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
     thereunder.   Reed was Texon's president and Hammonds was Texon's  vice-
     president.  The defendants raised $1.25 million from the sale  of  Texon
     stock  to  about  65 investors nationwide.  Investors  were  promised  a
     dividend  of  12%  per  year  on  their  investment.   The  Commission's
     complaint  charged that Hammonds and Reed, through Texon  and  Lonestar,
     operated a Ponzi-like investment scheme in which they paid dividends  to
     existing investors with money raised from new investors.
     
     The Commission's case against Texon and Lonestar was previously settled.
     Through   a  court-appointed  receiver,  Texon  and  Lonestar,   without
     admitting  or  denying the Commission's allegations,  consented  to  the
     entry of a judgment, entered on July 8, 2002, by the U.S. District Court
     in Los Angeles, permanently enjoining them from future violations of the
     antifraud   and  securities  registration  provisions  of  the   federal
     securities  laws.  On Aug. 7, 2002, the Court entered a  final  judgment
     against  Hammonds and Reed that enjoins them from future  violations  of
     the  antifraud  and  securities registration provisions.   The  judgment
     orders Hammonds and Reed to pay civil penalties of $110,000 each and  to
     disgorge $1,254,100, the amount they fraudulently raised from investors,
     plus prejudgment interest.
     
     Hammonds  and Reed were also indicted in Missouri on July 26,  2002,  on
     nine  felony  counts of securities fraud and other charges arising  from
     their  involvement  in  Texon.  They were  charged  by  the  Prosecuting
     Attorney  of  Boone  County, Missouri and the Missouri  Commissioner  of
     Securities   with   fraudulently  offering  and   selling   unregistered
     securities in Missouri and employing a sales agent without registration.
     
     In  1994,  Hammonds was enjoined by the Commission for  his  part  in  a
     similar  oil and gas fraud in which investors were also falsely promised
     a  12% return.  In 1996, Hammonds was barred by the Commission from  the
     securities industry.
     
     For  further  information, please see Litigation Release No.17231  (Nov.
     14, 2001) announcing the filing of the Commission's civil action against
     Texon,  Lonestar, Hammonds, and Reed.   [U.S. v. Barry  Reed  and  James
     Hammonds, Case No. 03-CR-65-ALL, CD Cal.] (LR-18084)

INVESTMENT COMPANY ACT RELEASES

PACIFIC LIFE INSURANCE COMPANY, ET AL.

     A notice has been issued giving interested persons until May 1, 2003, to
     request  a  hearing  on an application filed by Pacific  Life  Insurance
     Company,  Pacific Life and Annuity Company (together with  Pacific  Life
     Insurance Company, the PL Insurers), Pacific Select Distributors,  Inc.,
     and   certain  separate  accounts  of  the  PL  Insurers  (collectively,
     Applicants).   Applicants  seek  an order  under  Section  6(c)  of  the
     Investment  Company  Act  granting exemptions  from  the  provisions  of
     Sections  2(a)(32),  22(c), and 27(i)(2)(A) of the Act  and  Rule  22c-1
     thereunder to permit, when contracts are returned during the  free  look
     period:  (1) the recapture of certain credit enhancements applied to the
     contract value of certain contractholders and (2) the recapture  of  any
     amounts  credited by a PL Insurer and applied to the contract  value  of
     certain  contractholders in situations where selling and/or  maintenance
     costs  are  reduced or to the contract value of certain  contractholders
     who meet certain criteria established by a PL Insurer.  (Rel. IC-25998 -
     April 9)

PRUCO LIFE INSURANCE COMPANY, ET AL.

     A notice has been issued giving interested persons until May 5, 2003, to
     request  a  hearing  on  an application filed by  Pruco  Life  Insurance
     Company, Pruco Life Insurance Company of New Jersey, Pruco Life Flexible
     Premium  Variable  Annuity Account, Pruco Life of  New  Jersey  Flexible
     Premium  Variable  Annuity Account and Prudential Investment  Management
     Services LLC (collectively, Applicants).  Applicants seek an order under
     Section  6(c)  of the Investment Company Act amending an existing  order
     (Existing  Order)  granting exemptions from the provisions  of  Sections
     2(a)(32),  22(c), and 27(i)(2)(A) of the Act and Rule 22c-l  thereunder,
     to  the  extent  necessary  to  permit the  recapture,  under  specified
     circumstances,  of  credit amounts applied to the contract  value  under
     certain deferred variable annuity contracts that differ from the  credit
     amounts contemplated in the Existing Order.  (Rel. IC-25999 - April 9)

THE TIMOTHY PLAN, ET AL.

     An  order  has  been issued on an application filed by The Timothy  Plan
     (Trust)  and  Timothy  Partners, Ltd. (TPL) under Section  6(c)  of  the
     Investment Company Act permitting shares of the Trust's series that  are
     designed to fund insurance products (Variable Series) and the series  of
     any other investment company that is designed to fund insurance products
     and  for  which  TPL or its affiliates may serve as investment  adviser,
     investment sub-adviser, administrator, principal underwriter or  sponsor
     (Future Variable Series) to be sold to and held by variable annuity  and
     variable life insurance separate accounts when the following other types
     of  investors  also  hold  shares of the Variable  Series  or  a  Future
     Variable Series: (1) a variable life insurance account (VLI Account)  of
     a  life  insurance  company  that is not an  affiliated  person  of  the
     insurance  company  depositor of any VLI Account, (2) TPL  (representing
     seed  money  investments  in  the Variable  Series  or  Future  Variable
     Series),  (3)  a  life insurance company separate account  (VA  Account)
     supporting  variable  annuity contracts, whether or  not  the  insurance
     company depositor of any such VA Account is an affiliated person of  the
     insurance  company depositor of any VLI Account, and/or (4) a  qualified
     pension or retirement plan.   (Rel. IC-26000 - April 9)

LINCOLN BENEFIT LIFE COMPANY, ET AL.

     An  order  has  been issued pursuant to Section 26(c) of the  Investment
     Company  Act  to  Lincoln  Benefit Life Company,  Lincoln  Benefit  Life
     Variable  Annuity  Account,  and  Lincoln  Benefit  Life  Variable  Life
     Account.   The  order  amends  a prior order  granted  April  30,  2002,
     (Release No. IC-25562) (the April 30 Order) and modifies a term  of  the
     April 30 Order pertaining to limits on the receipt of direct or indirect
     future  benefits from the T. Rowe Price MidCap Growth Fund, its adviser,
     or their affiliates.  (Rel. IC-26002 - April 9)

JOHN HANCOCK LIFE INSURANCE COMPANY, ET AL.

     A  notice  has been issued giving interested persons until April  30  to
     request a hearing on an application filed by John Hancock Life Insurance
     Company,  John  Hancock  Variable Life Insurance Company,  John  Hancock
     Variable  Life  Account S, John Hancock Variable Life Account  UV,  John
     Hancock  Variable Life Account U, John Hancock Variable Annuity  Account
     JF,  John  Hancock Variable Annuity Account I, and John Hancock Variable
     Annuity  Account  H (collectively, Applicants).  Applicants  request  an
     order  under Section 26(b) of the Investment Company Act to  permit  the
     substitutions  by John Hancock Life Insurance Company and  John  Hancock
     Variable  Life  Insurance  Company of shares of  securities  of  various
     portfolios held by one or more of John Hancock Variable Life Account  S,
     John  Hancock  Variable  Life  Account UV, John  Hancock  Variable  Life
     Account  U,  John  Hancock  Variable Annuity Account  JF,  John  Hancock
     Variable Annuity Account I, and John Hancock Variable Annuity Account H.
     (Rel. IC-26003 - April 10)

SELF-REGULATORY ORGANIZATIONS

APPROVAL OF PROPOSED RULE CHANGE

     The  Commission approved a proposed rule change submitted (SR-CBOE-2003-
     03) by the Chicago Board Options Exchange relating to the withdrawal  of
     approval  for  securities  underlying options traded  on  the  exchange.
     Publication  of the proposal is expected in the Federal Register  during
     the week of April 14.  (Rel. 34-47651)

PROPOSED RULE CHANGE

     The  Philadelphia Stock Exchange filed a proposed rule change  (SR-PHLX-
     2002-86)  relating  to  Automatic Execution  of  Booked  Customer  Limit
     Orders.  Publication of the proposal is expected in the Federal Register
     during the week of April 14.  (Rel. 34-47657)

DELISTINGS GRANTED

     An  order  has  been  issued  granting the application  of  the  Pacific
     Exchange  to strike from listing and registration certain call  and  put
     options contracts issued by The Options Clearing Corporation, respecting
     certain  underlying securities of the following companies, effective  at
     the opening of business on April 11.

     Carreker Corporation
     Curagen Corporation
     DRS Technologies, Inc.
     Encana Corporation
     Maxwell Technologies, Inc.
     Neoforma, Inc.
     Outback Steakhouse
     Pericom Semiconductor Corporation
     Reteck Inc.
     Sirius Satellite Radio
     Tollgrade Communication
     Utilities HOLDRs
     Vulcan Materials Company
     (Rel. 34-47660)
     
     
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     AMERICA ONLINE LATIN AMERICA INC, 6600 N ANDREWS AVE, STE 500,
        FORT LAUDERDALE, FL, 10013, 9547720002 - 0 ($13,675,418.65) Equity,
        (File 333-104417 - Apr. 10) (BR. 03)

SB-2    ISECURETRAC CORP, 4024982734 - 11,438,733 ($8,121,500.00) Equity,
        (File 333-104418 - Apr. 10) (BR. 04)

S-1     NETGEAR INC, 4401 GREAT AMERICAN PARKWAY, SANTA CLARA, CA, 95052,
        4084955316 - 0 ($115,000,000.00) Equity, (File 333-104419 - Apr. 10)
        (BR. 37)

S-8     BAXTER INTERNATIONAL INC, ONE BAXTER PKWY, DF2-2W, DEERFIELD, IL,
        60015, 8479482000 - 0 ($20,000,000.00) Other, (File 333-104420 -
        Apr. 10) (BR. 36)

S-8     BAXTER INTERNATIONAL INC, ONE BAXTER PKWY, DF2-2W, DEERFIELD, IL,
        60015, 8479482000 - 0 ($65,975,000.00) Equity, (File 333-104421 -
        Apr. 10) (BR. 36)

S-8     MONROE JAMES BANCORP INC, 3033 WILSON BLVD, ARLINGTON, VA, 22201,
        7035248100 - 100,000 ($2,187,000.00) Equity, (File 333-104422 -
        Apr. 10) (BR. 07)

S-3     STAKE TECHNOLOGY LTD, 2838 HWY 7, NORVAL ONTARIO, L0P 1K0 CANADA, A6,
        L0P 1K0, 9054551990 - 1,863,744 ($7,799,769.00) Equity,
        (File 333-104423 - Apr. 10) (BR. 04)

S-8     REALITY WIRELESS NETWORKS  INC, 4106 FACTORIA BLVD. SE,, SUITE 214,
        BELLEVUE, WA, 98006, 4083791716 - 3,362,000 ($1,613,760.00) Equity,
        (File 333-104425 - Apr. 10) (BR. 03)

S-8     GLOBAL SOURCES LTD /BERMUDA, CEDAR HOUSE 41 CEDAR AVE, 441-295-2244,
        HAMILTON BERMUDA, D0, HM 12, 2,177,577 ($2,177,577.00) Equity,
        (File 333-104426 - Apr. 10) (BR. 02)

S-8     CARACO PHARMACEUTICAL LABORATORIES LTD, 1150 ELIJAH MCCOY DR, DETROIT,
        MI, 48202, 3138718400 - 0 ($7,684,455.00) Equity, (File 333-104429 -
        Apr. 10) (BR. 01)

S-4     AMERICAN TOWERS INC, AMERICAN TOWER CORP, 116 HUNTINGTON AVE, BOSTON,
        MA, 02116, 6173757500 - 808,000,000 ($441,410,400.00) Other,
        (File 333-104432 - Apr. 10) (BR. )

S-8     AMERICA FIRST APARTMENT INVESTORS INC, SUITE 400, 1004 FARNAM STREET,
        OMAHA, NE, 68102, 4024441630 - 750,000 ($6,526,200.00) Equity,
        (File 333-104433 - Apr. 10) (BR. 08)

S-8     ISTA PHARMACEUTICALS INC, 15279 ALTON PARKWAY 100, IRVINE, CA, 92618,
        9497886000 - 0 ($1,052,414.80) Equity, (File 333-104434 - Apr. 10)
        (BR. 01)

S-8     ALTAIR NANOTECHNOLOGIES INC, 1725 SHERIDAN AVE, SUITE 140, CODY, WY,
        82414, 3075878245 - 500,000 ($200,000.00) Equity, (File 333-104435 -
        Apr. 10) (BR. 04)

S-3     HARLEYSVILLE GROUP INC, 355 MAPLE AVE, HARLEYSVILLE, PA, 19438-2297,
        2152565000 - 0 ($200,000,000.00) Unallocated (Universal) Shelf,
        (File 333-104437 - Apr. 10) (BR. 01)

S-8     AXA, 25 AVE MATIGNON, PARIS FRANCE, I0, 2125544489 -
        3,000,000 ($38,970,000.00) Equity, (File 333-104438 - Apr. 10) (BR. 01)

S-3     WILLIS GROUP HOLDINGS LTD, TEN TRINITY SQUARE, LONDON ENGLAND, X0,
        00000, 0114402074 -
        0 ($1,070,200,000.00) Unallocated (Universal) Shelf, (File 333-104439 -
        Apr. 10) (BR. 01)

S-8     RRUN VENTURES NETWORK INC, 4TH FLOOR 62 W 8TH AVENU, VANCOUVER,
        BRITISH COLUMBIA CN, A1, 6046826541 - 18,348,287 ($110,090.00) Equity,
        (File 333-104440 - Apr. 10) (BR. 09)

S-8     BHA GROUP INC, 8800 E 63RD ST, KANSAS CITY, MO, 64133, 8163568400 -
        500,000 ($10,690,000.00) Equity, (File 333-104441 - Apr. 10) (BR. 06)

S-3     SIGMA DESIGNS INC, 1221 CALIFORNIA CIRCLE, MILPITAS, CA, 95035,
        4082629003 - 0 ($9,109,671.48) Equity, (File 333-104442 - Apr. 10)
        (BR. 03)

S-3     VISTA GOLD CORP, 7961 SHAFFER PKWY, SUITE 5, LITTLETOWN, CO, 80127,
        3036292450 - 2,807,352 ($8,899,306.00) Equity, (File 333-104443 -
        Apr. 10) (BR. 04)

S-3     PRUDENTIAL FINANCIAL INC, 751 BROAD ST, NEWARK, NJ, 07102, 9738026000 -
        0 ($5,000,000,000.00) Unallocated (Universal) Shelf, (File 333-104444 -
        Apr. 10) (BR. 01)

S-8     PEOPLES HOLDING CO, 209 TROY ST, P O BOX 709, TUPELO, MS, 38802,
        6016801001 - 100,000 ($4,385,000.00) Equity, (File 333-104445 -
        Apr. 10) (BR. 07)

S-8     SWS GROUP INC, SUITE 3500, 1201 ELM STREET, DALLAS, TX, 75270,
        2146511800 - 2,064,950 ($31,242,694.00) Equity, (File 333-104446 -
        Apr. 10) (BR. 07)

S-8     GLADSTONE CAPITAL CORP, 1750 TYSONS BLVD 4TH FLOOR, MCLEAN, VA, 22102,
        7037441165 - 0 ($123,456.00) Equity, (File 333-104447 - Apr. 10)
        (BR. 17)
     

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
---------------------------------------------------------------------------------
ABERDEEN AUSTRALIA EQUITY FUND INC      MD            X           04/10/03

ABINGTON BANCORP INC                    MA            X   X       04/10/03

ABN AMRO MORT CORP MULTI CLASS MORT P   DE            X   X       04/01/03

ACCLAIM ENTERTAINMENT INC               DE            X           03/31/03

AEROPOSTALE INC                                           X   X   04/09/03

AES CORPORATION                         DE                    X   04/10/03

AGILE SOFTWARE CORP                     DE            X   X       03/27/03

AIRGATE PCS INC /DE/                    DE                    X   04/07/03

ALLIED WASTE INDUSTRIES INC             DE            X   X       04/09/03

AMERI DREAM ENTERTAINMENT INC           CA    X X     X           04/09/03

AMERICAN EXPRESS CO                     NY                    X   04/09/03

AMERIQUEST MORTGAGE SECURITIES INC      DE            X   X       04/10/03

AMERIQUEST MORTGAGE SECURITIES INC      DE            X   X       04/10/03

AMERIQUEST MORTGAGE SECURITIES INC      DE                X       04/10/03

AMSURG CORP                             TN                X   X   04/09/03

ATX COMMUNICATIONS INC                  DE                X       04/09/03

AUGUST TECHNOLOGY CORP                  MN                X   X   04/09/03

BENIHANA INC                            DE            X           04/09/03

BERKSHIRE HILLS BANCORP INC                               X   X   04/09/03

BMW VEHICLE OWNER TRUST 2001-A          DE                X       06/25/01

BOEING CO                               DE                    X   04/10/03

BORLAND SOFTWARE CORP                   DE                X   X   04/09/03

BRIDGE BANCORP INC                      NY            X           04/10/03

BROOKFIELD HOMES CORP                   DE                X   X   04/03/03

BUCKEYE TECHNOLOGIES INC                DE            X           03/31/03

CAPITAL ONE MASTER TRUST                NY            X   X       04/09/03

CAPITAL ONE MULTI ASSET EXECUTION TRU   DE            X   X       04/09/03

CARE CONCEPTS INC                       DE                X   X   04/10/03

CASCADE BANCORP                         OR                X   X   04/10/03

CASINO JOURNAL PUBLISHING GROUP INC     NV      X       X         04/01/03

CHASE MORTGAGE FINANCE CORP             DE      X         X       03/26/03

CHASE MORTGAGE FINANCE CORP             DE            X   X       04/08/03

CHEMUNG FINANCIAL CORP                  NY                X       04/09/03

CHESAPEAKE ENERGY CORP                  OK                    X   04/09/03

CHICOS FAS INC                          FL                X   X   04/10/03

CIENA CORP                              DE                    X   04/09/03

CITIZENS & NORTHERN CORP                PA                X   X   03/31/03

CLEVELAND CLIFFS INC                    OH                    X   04/08/03

CONNECTIV CORP                          DE          X     X       04/10/03

CONSOLIDATED EDISON CO OF NEW YORK IN   NY            X   X       04/07/03

COOPERATIVE BANKSHARES INC              NC          X     X       03/31/03  AMEND

CPAC INC                                NY            X           04/08/03

CSB BANCORP INC /OH                     OH            X   X       04/10/03

CSFB MORTGAGE BACKED PASS THROUGH CER   DE            X           04/10/03

CWABS INC                               DE            X   X       04/10/03

CWMBS INC                               DE            X   X       04/10/03

CWMBS INC                               DE            X   X       01/30/03

CYBERSOURCE CORP                        DE                X   X   04/07/03

DAVE & BUSTERS INC                      MO                X   X   04/08/03

DIAMOND TRIUMPH AUTO GLASS INC          DE                    X   04/10/03

DIGITAL LIGHTWAVE INC                   DE            X           04/09/03

DOLLAR GENERAL CORP                     TN                X   X   04/10/03

DOW JONES & CO INC                      DE                X   X   03/31/03

DTOMI INC                               NV      X     X           04/09/03

EDISON CONTROLS CORP                    NJ                X   X   04/09/03

EL PASO ENERGY PARTNERS LP              DE            X   X       04/08/03

EMCOR GROUP INC                         DE                    X   03/31/03

EMS TECHNOLOGIES INC                    GA                X   X   04/10/03

ENDO PHARMACEUTICALS HOLDINGS INC       DE            X   X       04/09/03

EPIC FINANCIAL  CORP                    NV            X   X       04/10/03

EQUITY ONE ABS INC                      DE            X   X       04/08/03

EQUITY ONE ABS INC                      DE            X   X       04/08/03

FEDERATED PREMIER INTERMEDIATE MUNICI   DE                    X   03/31/03

FEDERATED PREMIER MUNICIPAL INCOME FU   DE                    X   03/31/03

FIRST CHESAPEAKE FINANCIAL CORP         VA          X     X       04/09/03

FIRST CONSULTING GROUP INC              DE                    X   04/09/03  AMEND

FIRST DATA CORP                         DE            X       X   04/10/03

FIRST FEDERAL CAPITAL CORP              WI            X       X   04/10/03

FIRST HORIZON ASSET SECURITIES INC      DE            X   X       03/28/03

FIRST NIAGARA FINANCIAL GROUP INC       DE                X   X   04/10/03

FLEET HOME EQUITY LOAN LLC              DE            X           04/10/03

FOOTSTAR INC                            DE                X   X   04/10/03

FOREST CITY ENTERPRISES INC             OH                    X   04/10/03

FOX ENTERTAINMENT GROUP INC             DE            X   X       04/10/03

FRANKLIN COVEY CO                       UT                    X   04/10/03

GAP INC                                 DE            X   X       04/10/03

GENERAL ELECTRIC CAPITAL CORP           DE            X           04/10/03

GENERAL ELECTRIC CAPITAL SERVICES INC   DE            X           04/10/03

GENERAL ELECTRIC CO                     NY            X           04/10/03

GENERAL MOTORS ACCEPTANCE CORP          DE            X           04/09/03

GENERAL MOTORS CORP                     DE            X           04/09/03

GENTIVA HEALTH SERVICES INC             DE            X   X   X   12/29/02

GMACM HOME EQUITY LOAN BACKED TERM NO   DE            X   X       04/10/03

GOLDEN ENTERPRISES INC                  DE            X           04/04/03

GREENVILLE FIRST BANCSHARES INC         SC            X       X   04/09/03

GROUP 1 AUTOMOTIVE INC                  DE                    X   04/10/03

GROUP 1 SOFTWARE INC /DE                DE            X   X       04/08/03

GTECH HOLDINGS CORP                     DE                    X   04/10/03

HA LO INDUSTRIES INC                    IL            X   X       04/04/03

HAYES LEMMERZ INTERNATIONAL INC         DE            X   X       04/09/03

HEI INC                                 MN                X       01/24/03  AMEND

HOTELS COM                              DE            X   X       04/09/03

HUBEI PHARMACEUTICAL GROUP LTD          NV              X X       03/17/03

I/OMAGIC CORP                           NV                X   X   04/08/03

IEC ELECTRONICS CORP                    DE            X           04/10/03

IKON OFFICE SOLUTIONS INC               OH            X   X       04/08/03

INDEPENDENT BANK CORP                   MI                X   X   04/10/03

INDUS INTERNATIONAL INC                 DE                X X     03/28/03

INFOCROSSING INC                        DE                    X   04/10/03

INFORTE CORP                            DE                    X   04/10/03

INRANGE TECHNOLOGIES CORP               DE    X       X   X   X   04/06/03

INVESTORS FINANCIAL SERVICES CORP       DE                    X   04/10/03

IRON MOUNTAIN INC/PA                    PA                X       04/09/03

ISA INTERNATIONALE INC                  DE          X     X       12/31/02

ISA INTERNATIONALE INC                  DE          X     X       12/31/02  AMEND

ITXC CORP                               NJ            X   X       04/09/03

JACKSONVILLE BANCORP INC                                  X       03/31/03

JACOBSON RESONANCE ENTERPRISES INC      NV          X     X       04/08/03

JP MORGAN CHASE COM MORT SEC CORP PAS   DE            X   X       03/28/03

JUNIPER NETWORKS INC                    DE                X   X   04/10/03

KEY ENERGY SERVICES INC                 MD            X   X       01/31/03  AMEND

KID CASTLE EDUCATIONAL CORP             FL    X                   01/24/03

LA JOLLA PHARMACEUTICAL CO              DE            X   X       04/10/03

LATINOCARE MANAGEMENT CORP              NV    X X     X X X       04/09/03  AMEND

LINENS N THINGS INC                     DE            X       X   04/10/03

LINK GROUP INC                          CO            X X         04/10/02

LOEHMANNS HOLDINGS INC                  MD                X   X   04/04/03

LOGIC DEVICES INC                       CA          X             04/04/03

LOTTERY & WAGERING SOLUTIONS INC        DE            X   X       04/07/03

M&T BANK CORP                           NY                X   X   04/10/03

MACKIE DESIGNS INC                      WA            X   X       03/31/03

MANOR CARE INC                          DE                X   X   04/09/03

MATRIX SERVICE CO                       DE                X   X   04/10/03

MBNA CORP                               MD            X           04/10/03

MEDICAL DISCOVERIES INC                 UT                    X   04/09/03

MEDICALCV INC                           MN      X                 04/04/03

MELLON FINANCIAL CORP                   PA            X   X       04/07/03

MERITAGE CORP                           MD                X   X   04/09/03

MERRILL LYNCH MORT INVEST INC MLCC 20   DE      X         X       03/26/03

MORLEX INC /CO                          CO            X           03/28/03

NAPRO BIOTHERAPEUTICS INC               DE            X   X       04/09/03

NATHANIEL ENERGY                        NV      X         X       04/03/03

NATIONAL VISION INC                     GA                    X   04/10/03

NATURAL RESOURCE PARTNERS LP            DE      X         X       04/10/03

NEIMAN MARCUS GROUP INC                 DE                X   X   04/10/03

NETBANK INC                             GA            X           04/02/03

NETWORK COMMERCE INC                    WA            X   X       04/03/03

NETWORKS ASSOCIATES INC/                DE                X   X   04/10/03

NIAGARA CORP                            DE          X     X       04/03/03

NORDSTROM INC                           WA                    X   04/09/03

NORTHROP GRUMMAN CORP /DE/              DE                    X   04/10/03

NOVITRON INTERNATIONAL INC              DE            X           04/10/03

NUWAY MEDICAL INC                       DE                X       03/26/03

NUWAY MEDICAL INC                       DE          X     X       03/31/03  AMEND

OHIO VALLEY BANC CORP                   OH                    X   03/31/03

ORBIT FR INC                            DE            X   X       04/09/03

PAN PACIFIC RETAIL PROPERTIES INC       MD            X           03/28/03

PANERA BREAD CO                         DE                    X   04/10/03

PARADIGM GENETICS INC                                 X           04/09/03

PARAMCO FINANCIAL GROUP INC             NV    X           X       04/08/03

PARAMCO FINANCIAL GROUP INC             NV    X           X       04/08/03  AMEND

PARAMCO FINANCIAL GROUP INC             NV    X           X       04/08/03  AMEND

PEABODY ENERGY CORP                     DE            X   X       04/08/03

PENNSYLVANIA REAL ESTATE INVESTMENT T   PA            X   X       04/03/03

PEPSICO INC                             NC                X   X   04/10/03

PERFORMANCE TECHNOLOGIES INC \DE\       DE            X           03/17/03

PHILIP SERVICES CORP/DE                 DE            X   X       04/08/03

PICO HOLDINGS INC /NEW                  CA      X         X       03/31/03

PLUMTREE SOFTWARE INC                   DE            X   X   X   04/10/03

PNM RESOURCES                           NM            X           04/10/03

POWERWAVE TECHNOLOGIES INC              DE            X   X       03/10/03

PSYCHIATRIC SOLUTIONS INC               DE            X   X       04/08/03

READ RITE CORP /DE/                     DE            X   X       04/09/03

REGENCY CENTERS CORP                    FL    X                   04/10/03

REGENT COMMUNICATIONS INC               DE                X   X   04/10/03

RELM WIRELESS CORP                      NV                X   X   04/10/03

REMEDYTEMP INC                          CA                X   X   04/07/03

REPUBLIC BANCORP INC /KY/               KY                X   X   04/10/03

RESIDENTIAL ASSET MORTGAGE PRODUCTS I   DE            X   X       04/10/03

RESIDENTIAL ASSET MORTGAGE PRODUCTS I   DE            X   X       04/10/03

RITE AID CORP                           DE                X       04/10/03

RIVER HOLDING CORP                      DE            X           04/09/03

ROWE COMPANIES                          NV            X   X       04/04/03

RSA SECURITY INC/DE/                    DE            X   X   X   04/10/03

SAKS INC                                TN            X   X       04/10/03

SANDY SPRING BANCORP INC                MD          X     X       04/07/03

SCHULMAN A INC                          DE                X   X   04/10/03

SCRIPPS E W CO /DE                      OH                X   X   04/10/03

SEVERN BANCORP INC                      MD                    X   04/10/03

SLI INC                                 OK            X   X       02/19/03

SONICBLUE INC                           DE            X   X       04/07/03

SPECTRUM PHARMACEUTICALS INC            DE            X   X       04/08/03

SPIEGEL INC                             DE            X           04/10/03

STAGE STORES INC                        NV            X   X       04/10/03

STANDARD MICROSYSTEMS CORP              DE                X   X   02/28/03

STEWART & STEVENSON SERVICES INC        TX                X   X   04/10/03

STEWART & STEVENSON SERVICES INC        TX                X   X   04/09/03

STRUCTURED PRODUCTS CORP CAST STEP UP   DE                X       04/04/03

SUNTRUST BANKS INC                      GA                X   X   04/10/03

SUPERCONDUCTOR TECHNOLOGIES INC         DE                    X   04/10/03

SUPERVALU INC                           DE                    X   04/10/03

TARGET CORP                             MN            X           04/10/03

TAYLOR ANN STORES CORP                  DE                X   X   04/10/03

TELIK INC                               DE            X   X       04/09/03

TEXAS INDUSTRIES INC                    DE                    X   04/10/03

TOYOTA AUTO FINANCE RECEIVABLES LLC     DE            X   X       03/27/03

TRIAD AUTO RECEIVABLES TRUST 2003-A     CA      X         X       03/26/03

U S REALTEL INC                         DE                X   X   04/09/03

UNION ELECTRIC CO                       MO            X   X       04/09/03

UNITED SECURITY BANCSHARES              CA            X   X       04/10/03

UNIZAN FINANCIAL CORP                   OH                X   X   04/10/03

USA INTERACTIVE                         DE            X   X       04/10/03

UWHARRIE CAPITAL CORP                   NC            X           04/10/03

VALCOM  INC                             DE            X           06/30/03

VIAD CORP                               DE                X   X   04/10/03

WACHOVIA ASSET SECURITIZATION INC 200   NC            X   X       03/26/03

WAMU MORTAGE PASS THRU CERT SERIES 20   DE            X   X       04/01/03

WAMU MORTGAGE PASS THROUGH CERT SER 2   DE            X   X       04/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE            X   X       04/01/03

WAMU MORTGAGE PASS THROUGH CERTIFICAT   DE                X       04/09/03

WAMU MORTGAGE PASS-THRU CERT SERIES 2   DE            X   X       04/01/03

WASHINGTON MUTUAL MORT SEC CORP PAS T   DE            X   X       04/01/03

WASHINGTON MUTUAL MORTGAGE SEC CORP P   DE            X   X       04/01/03

WASHINGTON MUTUAL MORTGAGE SECURITIES   DE                X       04/08/03

WASHINGTON MUTUAL MSC MORT PA THR CER   DE            X   X       04/01/03

WASHINGTON MUTUAL MSC MORT PASS THR C   DE            X   X       04/01/03

WASHINGTON MUTUAL MSC MORT PASS THROU   DE            X   X       04/01/03

WASHINGTON MUTUAL MSC MORT PASS THRU    DE            X   X       04/01/03

WASHINGTON MUTUAL MSC MORT PASS THRU    DE            X   X       04/01/03

WEST BANCORPORATION INC                 IA            X           04/10/03

WHITE MOUNTAINS INSURANCE GROUP LTD     DE            X   X       04/10/03

WILLIAMS COMPANIES INC                  DE                    X   04/09/03

WINESHARES INTERNATIONAL INC                        X             04/09/03

XATA CORP /MN/                          MN            X   X       04/10/03

XTO ENERGY INC                          DE            X   X       04/09/03

YAHOO INC                               DE            X   X       04/09/03