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                 C L A S S   A C T I O N   R E P O R T E R

                   Tuesday, May 23, 2000, Vol. 2, No. 100

                                  Headlines

ARIZONA: Court OKs Tax Suits But Appeals Must 1st Be Filed with Agency
ASBESTOS LITIGATION: Trustee's Knowledge of Tobacco's Liability Cited
CALIFORNIA: Alhambra Schools Included In Case On Substandard Conditions
CYBER-CARE: Cauley & Geller Files Securities Suit in Florida
CYBER-CARE: Milberg Weiss Files Securities Lawsuit in Florida

CYBER-CARE: Wolf Popper Files Securities Suit
DAYTON SUPERIOR: Reports Dismissal of Shareholder Lawsuit in Ohio
DELTA AND PINE: Acknowledges AL Suit Alleging Monsanto of Antitrust
DISKERIES: NY Consumers Claim MAP Policies Violate Antitrust Laws
GAINSCO, INC: Emerges from Lawsuit in TX over Common Stock

HMO: Cohen Milstein Files Subscribers Suit in PA against Prudential
HMOs: States Says Millions Of Dollars Available In Medicaid Refunds
INMATES LITIGATION: Fulton Given Another Two Weeks For Improvement Plan
INSPIRE INSURANCE: Defends Shareholders' Suits in TX
INSPIRE INSURANCE: Medical Mutual Seeks Recovery of Payment in NC

INSPIRE INSURANCE: Shareholder Wants Bylaw to be Invalid; Sues in TX
INSPIRE INSURANCE: Zurich American Seeks Recovery of Payment in IL
OXFORD HEALTH: Discloses Securities Complaints As a Result of '97 Price
PA STOCK: Exchange Agrees to Settle Antitrust Lawsuits
TOBACCO LITIGATION: Argument over Whether Industry Has Really Changed

TOBACCO LITIGATION: CNN Coverage; FL Jurors Set to Decide Damages
TOBACCO LITIGATION: Final Phase of FL Trial Begins
TOBACCO LITIGATION: Philip Morris Can't Afford to Absorb Half of $50 Bil
WATERS: 11th Cir's Rule on Atty Fees Challenged in Commodities Suit

                                   *********

ARIZONA: Court OKs Tax Suits But Appeals Must 1st Be Filed with Agency
----------------------------------------------------------------------
A state court says taxpayers have a right to file class-action lawsuits
over state tax decisions but that participants first must file appeals with
the agency involved. A three-judge Court of Appeals panel ruled last
Thursday May 18 that a class-action lawsuit could be filed against the
state for a since-repealed law that allowed income-tax deductions for
dividends from companies which did most of their business in Arizona.

The lawsuit filed on behalf of a woman and later her estate argued it was
unconstitutional to deny similar deductions for dividends paid by companies
which did most of their business outside Arizona.

The Revenue Department opposed the attempt to make the lawsuit a
class-action on behalf of all affected taxpayers, but Judge Bernard J.
Dougherty of Maricopa County Superior Court granted the class-action
request. The department appealed, and the appellate court's three-judge
panel gave it a partial victory by saying state law permits class-action
challenges in tax proceedings.

However, state law also requires that taxpayers exhaust their
administrative remedies before challenging tax decisions in court. That
means only those who filed administrative appeals with the department could
become part of the class-action suit, the panel said.

The case is Department of Revenue vs. Estate of Helen H. Ladewig, 1 CA-SA
99-0084. (The Associated Press State & Local Wire, May 19, 2000)


ASBESTOS LITIGATION: Trustee's Knowledge of Tobacco's Liability Cited
---------------------------------------------------------------------
In FALISE V. THE AMERICAN TOBACCO CO. QDS:03762407, plaintiff trustees
sought money damages from major tobacco product manufacturers for their
alleged role in contributing to the trust's claimants' asbestos-related
injuries. Plaintiffs alleged that the tobacco companies engaged in a
fraudulent scheme of misinformation, to minimize its contributing liability
for the claimants' injuries, in violation of 18 USC @ 1962. Plaintiffs
alleged that as a result, the trust erroneously assumed the tobacco
companies' share of the claimants' injuries, and it failed to implead the
companies. The court stated that the trust knew in 1988, that the tobacco
companies were liable for a share of the injuries, and as such, it could
not now be established that the trust detrimentally relied on
misinformation generated by the companies. The court granted the tobacco
companies' motion for summary judgment on these claims.

Plaintiffs are trustees of a Trust established in 1988 as a result of the
bankruptcy of the Johns-Manville Corporation. The Manville Corporation
lacked assets to pay judgments which would have been rendered against it
for injuries suffered by million of people exposed to its asbestos
products. The Trust's primary responsibility is to ensure that those
suffering asbestos-related injuries that may have been caused by Manville's
products (Claimants) receive appropriate compensation.

Plaintiffs seek money damages from the major tobacco product manufacturers
and related entities for their alleged role in contributing to the Trust's
Claimants' asbestos-related injuries. The essence of their contentions is
that defendants misled the public, including the Trust's beneficiaries, the
asbestos industry, and the Trust, through a decades-long campaign of
misrepresentations, misinformation and intentional omissions.

The initial complaint, filed on December 31, 1997 ("Falise I"), was
dismissed on November 2, 1999 for lack of subject matter jurisdiction. See
Falise v. American Tobacco Co., 241 B.R. 48 (E.D.N.Y. 1999). The present
case (Falise II) was filed on November 11, 1999, predicated on the same set
of facts as Falise I, but relying on the Racketeer Influenced and Corrupt
Organization Act ("RICO"), as a basis for subject matter jurisdiction. See
18 U.S.C. @ 1964(c). Plaintiffs advance a number of theories supporting a
cause-of-action against the defendants. Four are based on alleged
racketeering activity. See 18 U.S.C. @ 1964(c).

I) Tobacco engaged in a fraudulent scheme of misinformation directed at
     the Trust to cover up or minimize its contributing liability for the
     Claimants' injuries, causing the Trust to erroneously assume Tobacco's
     share of the Claimants' injuries and to settle claims for a greater
     percentage of damages than that for which the Trust is responsible,
     see id. @ 1962(c) ("RICO Settlement Action");

II) Tobacco engaged in a fraudulent scheme of misinformation directed at
      the Trust to cover-up or minimize its contributing liability to the
      Claimants' injuries, causing the Trust not to implead Tobacco in
      asbestos-injury litigations, see id. @ 1962(c) ("RICO Litigation
      Action");

III) Tobacco engaged in a fraudulent scheme of misinformation directed at
       asbestos workers (and the population at large) to encourage asbestos
       workers to smoke (and not to cease smoking). This caused more
       asbestos workers to contract asbestos-related diseases, and more
       severe asbestos-related diseases, than they otherwise would have,
       forcing the Trust to pay larger sums from its fixed and limited
       corpus to Claimants who smoked, adversely affecting its ability to
       fulfill its fiduciary responsibility to all present and future
       Claimants for whom it will have less funds available to compensate
       under its matrix payment plan, see id. @ 1962(c) ("RICO Direct
       Payment Action"); and

IV)  Tobacco invested racketeering income and proceeds from a RICO
       enterprise directed at the population generally to fund a scheme (see

       supra P III) to cause the Trust to make greater payments than it
       otherwise would have, see id. @ 1962(a) ("RICO Investment Action").

A fifth theory is based on fraud under state common-law. Plaintiffs contend
Tobacco engaged in a fraudulent scheme directed at asbestos workers causing
more serious asbestos-related injuries due to a smoking-asbestos synergy
than would have been caused by asbestos alone, and that Tobacco did this in
part with the specific intent to shift its share of the asbestos-related
injuries to asbestos entities, including the Trust ("State Fraud Action").

Defendants moved for summary judgment on all claims. Defendants also moved
for dismissal based on preemption by the federal Cigarette Labeling and
Advertising Act. See 15 U.S.C. @ 1331-40.

By a preliminary order dated April 3, 2000, the court denied summary
judgment with respect to the RICO Direct Payment Action, the RICO
Investment Action, and the State Fraud Action. See Falise v. American
Tobacco Co., F.Supp.2d, (E.D.N.Y. 2000). Summary judgment was granted with
respect to the RICO Settlement Action and the RICO Litigation Action. Id.

In the present case, the Court issued a memorandum and order justifies
those rulings, and grants summary judgment with respect to the RICO
Investment Action.

Plaintiffs have admitted that there is nothing new they have learned about
smoking-asbestos synergy that the Trust did not know in 1988:

Q. I take it from what you're saying that there was nothing new that the
     trust learned about smoking or the relationship of smoking to asbestos
     claims that prompted the filing of the lawsuit?

     The relationship of smoking to asbestos claims?

Q. Right. That prompted the filing of the lawsuit. There's nothing new

     Not medically.

Q. Medically, scientifically, any other kind of way. There's nothing
     specifically that the trust had learned that was new about smoking or
     the relationship of smoking to asbestos... claims that prompted the
     filing of the lawsuit, correct?

     I think that's correct.

     Austern Dep. 9/24/99.

The Trust openly admits that it was not a lack of understanding about
synergy brought about by Tobacco's national campaign of misinformation -
that caused the Trust not to implead Tobacco, but rather a concern that it
could not win in litigation against Tobacco. As David Austern, counsel for
the Trust since its inception, testified:

The operational decision not to sue [Tobacco]... was a decision that I made
in 1988 and in 1989 on the grounds that it was imprudent to use trust funds
to bring a case where you could not find the documents to prove the case
and the only way you could prove the case was to spend money in search of
the documents.

Austern Dep. 9/26/99 at 213. The trustees simply applied a cost-benefit
analysis - likely one mandated by their fiduciary duties to preserve the
corpus of the Trust - in deciding not to implead Tobacco.

Plaintiffs thus far have failed to produce evidence that Tobacco's scheme
caused the Trust to "undervalue" Tobacco's share of the Claimants' injuries
in settling suits. They have admitted that the Trust, "perhaps" as early as
May 1988, was aware of "the 1985 Surgeon General Report indicating that the
risk of lung cancer among asbestos workers was five times higher than that
for workers in other industries, that said risk is 50 times higher if the
asbestos worker smokes and 87 times higher if he or she smokes more than
one pack of cigarettes per day." Plaintiffs have not alleged that these
relative risk calculations were wrong, and rely on these very calculations
in their statistical supporting damages.

The trustees also admit that "nothing in the documents or testimony
provided by the tobacco companies since 1988 has altered the Trust's
quantification of the relative risks attributable to smoking and asbestos."

Defendants' motions for summary judgment with respect to the RICO
Settlement, Litigation, and Investment Actions - and related conspiracy
actions under section 1962(d) - are granted. See Fed.R.Civ.P. 56(c). Their
summary judgment motions with respect to the RICO Direct Payment Action and
the state fraud action are denied.

Defendants' motion for dismissal based on federal preemption by the
Labeling Act is denied. See Fed.R.Civ.P. 12(b)(6).

Plaintiffs' state law claims of restitution, contribution, indemnification,
unjust enrichment, and unfair competition are stayed pending trial on the
RICO Direct Payment Action and state fraud theories. Adjudication of these
claims at this juncture would too greatly complicate the court's duties
with respect to the issues now going forward for trial. Defendants' motions
with respect to these claims are denied with leave to renew upon lifting of
the stay.

Defendants' request for certification of an interlocutory appeal pursuant
to section 1292(b) of Title 28 is also denied. See 28 U.S.C. @ 1292(b). To
delay proceedings for appellate review on the eve of trial would not
advance the ends of justice, and would unnecessarily burden both this court
and the court of appeals. See National Asbestos Workers Medical Fund v.
Philip Morris, Inc., 71 F.Supp.2d 139, 162-66 (1999) (district court
certification for interlocutory appeal is discretionary).

Trial will commence on July 5, 2000 with respect to liability and
compensatory damages. A punitive damages phase, if required, will follow
immediately. (New York Law Journal, May 9, 2000)


CALIFORNIA: Alhambra Schools Included In Case On Substandard Conditions
-----------------------------------------------------------------------
Brightwood Elementary School is the top performing school in a suburban,
middle-class district with highly involved parents. It is both a California
Distinguished School and a National Blue Ribbon School that has scored far
above average on the state's new Academic Performance Index.

So how did Brightwood, as well as a nearby high school, end up on a list of
18 California schools that allegedly are so substandard--so plagued by
blight and devoid of textbooks and qualified teachers--that they deny
thousands of minority students an equal educational opportunity?

Ask the parents. They've made so much noise over the years that when the
American Civil Liberties Union was looking for plaintiffs in a class-action
lawsuit against the state, they were prime candidates. The parents have
complained loudly about the physical conditions at Brightwood and Mark
Keppel High School. The elementary school has scant air-conditioning,
leaving classrooms sweltering at times, and Keppel dates back to the
Depression, with few bathrooms and an archaic electrical system that shorts
out daily.

In the last two years, parents and district officials have managed to get
only one of three local school bond measures passed, bringing the promise
of future money to Brightwood but leaving no relief in sight for Keppel.

So when the ACLU approached several parents, they felt that it could only
bring attention -- and possibly money -- to what was looking like a lost
cause. "We hope the state would put money into the school," said Bob Gin,
an Alhambra resident who has been part of a vocal group pushing for
improvements and whose daughters are plaintiffs in the lawsuit. "I think
we're getting a good education for our children. For me it's just the
physical plant."

ACLU officials say that Alhambra schools may not be the most squalid in
California, but that they exemplify the inequities in a state education
system where money seems to flow to whiter, wealthier districts. Of the
students in the two Alhambra schools named in the suit, 93% are minorities,
mostly Asian American. "It's not that we've identified the worst schools in
California," said Chris Calhoun, spokesman for the ACLU of Southern
California. "We haven't. What the lawsuit says is that you have to be
offering a common education."

But some officials in the 19,000-student Alhambra City and High School
District--which also encompasses parts of Monterey Park and Rosemead--were
baffled by the news that two of their schools were named among the 18
substandard schools that illustrate the "Mississippification" of California
education. "We were surprised to see it there," said Julie Hadden, an
assistant superintendent in the district. "I've worked in L.A. and I don't
think this compares at all. I don't think our schools are any different
than any other California schools."

Dora Padilla, a former Alhambra school board member who pushed for the
bonds, agrees. "There's no doubt that they're in need of repairs to upgrade
Mark Keppel," she said. "But it is not in shambles, like some
graffiti-filled wreck."

Certainly, Keppel has been a sore point in recent years.

While the two other high schools in the district have been recently
renovated, its gym ceiling is falling down in chunks and its old steam
boiler system works only erratically. The school became a poster child for
supporters of Proposition 26--the state initiative that failed this March
and would have required only majority votes to pass school bond measures.
"We need new lockers," said Chi Duong, 16. "My locker can't lock and people
jack my stuff. The bathrooms smell. . . . Look at the school, it's all old,
and it's pretty dirty."

The lawsuit alleges that students must sit in classrooms that sometimes
reach 110 degrees at Brightwood and don't have enough textbooks to go
around. At Keppel, the electrical system shorts out at least twice a day,
erasing students' computer work. And the 2,100 students share too few
books, too few bathrooms and one science lab. "Students must either forgo
lab work or wait for their less-than-weekly opportunity to use the lab,"
the lawsuit says.

Fred Navarro, principal at Keppel, said the school desperately needs work,
but he wasn't aware of a textbook shortage. On a tour of the school, he
pointed out floors that were coming up, jury-rigged wiring for a computer
lab and corroded pipes in the science lab. But it is not exactly the urban
nightmare that has come to define parts of Los Angeles Unified School
District, officials insist. Both Brightwood and Keppel have a low
percentage of teachers with emergency credentials and both rank above the
state average on test scores.

Yet to parents in this corner of Alhambra, it is simply unfair that their
children must deal with ailing facilities. "What are we going to do if we
can't get a bond?" said Gin. "Is the city going to condemn the school?"

The lawsuit over conditions in California schools could take years, experts
say.

Here is a list of the Los Angeles County schools named in the ACLU lawsuit.
A chart that ran in last Thursday May 18's editions failed to include
Asians in the ethnic profile of the schools.

% of blacks,

School         District          Asians, Latinos

Berendo Middle     Los Angeles Unified           99

Brightwood Elementary  Alhambra City Elementary        93

Cahuenga Elementary   Los Angeles Unified           95

Carver Middle      Los Angeles Unified           99

Freeman Elementary   Inglewood Unified            99

Jefferson Senior High  Los Angeles Unified          100

Lynwood Middle     Lynwood Unified             99

Mark Keppel High    Alhambra City High           94

Webster Middle     Los Angeles Unified           96


Compiled by Los Angeles Times from California Department of Education data.
(Los Angeles Times, May 19, 2000)


CYBER-CARE: Cauley & Geller Files Securities Suit in Florida
------------------------------------------------------------
The law firm of Cauley & Geller, LLP announced on May 19 that a class
action lawsuit has been filed in the United States District Court for the
Southern District of Florida on behalf of all persons who purchased
Cyber-Care, Inc. (Nasdaq: CYBR) between November 4, 1999 and May 12, 2000
inclusive (the "Class Period").

The complaint charges that Cyber-Care and certain of its officers,
directors and company insiders violated the federal securities laws by
providing materially false and misleading information regarding the
development and sale of its Electronic HouseCall System ("EHC") during the
Class Period. Among other things, the complaint alleges that defendants
issued a series of public statements touting the new EHC system as well as
numerous contracts which had been entered into for the sale of the EHC
system, causing the stock price to soar from below $1 to over $37 per share
during the Class Period. On May 12, the close of the Class Period,
Cyber-Care stock was trading at $8.50 per share, after steadily dropping in
response to the news revealing the truth about the Company's EHC sales and
its customers.

Contact: Cauley & Geller, LLP, 888-551-9944, or email, CauleyPA@aol.com


CYBER-CARE: Milberg Weiss Files Securities Lawsuit in Florida
-------------------------------------------------------------
The law firm of Milberg Weiss Bershad Hynes & Lerach, LLP announces that a
class action lawsuit was filed on May 19, 2000, in the United States
District Court for the Southern District of Florida, Civil Action No.
00-8404, on behalf of all persons who purchased the securities of
Cyber-Care, Inc. (Nasdaq: Cyber) between November 4, 1999 and May 12, 2000.
(the "Class Period").

The complaint charges the Company and its Chief Executive Officer, Michael
F. Morrell, with violations of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. During the
Class Period, defendants made repeated false and misleading statements
regarding the successful sales of its Internet-based Electronic Housecall
System ("EHC"), causing the stock to reach a Class Period high of over $37
per share. In May, 2000, it was revealed that: the United States Food and
Drug Administration was investigating Cyber-Care for violating federal
rules prohibiting the sale and restricting the marketing of non- FDA
approved products. In addition, many of the "customers" defendants
represented as entering into contracts for the purchase of EHC units did
not have anywhere near the financial stability to enter into multi-million
dollar contracts. It was also disclosed that an analyst who issued a
"Strong Buy" rating for the Company and issued a price target of $ 52 per
share was in fact employed by Cyber-Care's own publicity company. In
response, the Company's stock fell to $8.50 per share -- far from its Class
Period high.

Contact: Milberg Weiss Bershad Hynes & Lerach LLP Shareholder Relations
Dept., 800/320-5081 E-Mail: endfraud@mwbhlny.com


CYBER-CARE: Wolf Popper Files Securities Suit
---------------------------------------------
Cyber-Care Inc. (Nasdaq: CYBR) and certain of its senior officers have been
charged with committing securities fraud by Wolf Popper LLP in a class
action lawsuit brought on behalf of all persons who purchased Cyber-Care
common stock from December 10, 1999 through May 19, 2000.

The Complaint charges that defendants manipulated Cyber-Care's stock price
by misrepresenting that Cyber-Care had received in excess of 36,000 orders
for its Electronic Housecall System ("EHC System"), which Cyber-Care
represented was "an Internet-based solution and interactive system that
provides products and services to support remote delivery of care, patient
monitoring and education to the United States and worldwide healthcare
markets." In fact, those purported orders were mere expressions of interest
from third parties who lacked the financial ability to purchase those
units. Moreover, Cyber-Care's efforts to sell the EHC System violated FDA
regulations, inasmuch as the EHC System was not approved by the FDA for
marketing or sale. Defendants also misrepresented that customer demand was
for the Internet-based EHC unit, whereas the product that had been offered
for sale was a pre-existing product that operated over telephone lines.

By virtue of defendants' materially false and misleading statements,
Cyber-Care was able to sell in excess of $30 million of its securities in
private placements at inflated prices during the Class Period.

Contact: Robert C. Finkel of Wolf Popper, 212-451-9620


DAYTON SUPERIOR: Reports Dismissal of Shareholder Lawsuit in Ohio
-----------------------------------------------------------------
Dayton Superior (NYSE:DSD) reported that on May 19, 2000, Judge Dennis
Langer of the Montgomery County Court of Common Pleas in Dayton, Ohio,
dismissed a lawsuit, filed against Dayton Superior Corporation and its
directors by Dr. Gregory Kadel as a "purported" class action on behalf of
its shareholders.

The lawsuit attempted to stop the recapitalization merger between Stone
Acquisition Corp., a subsidiary of Odyssey Investment Partners LP of New
York City, and Dayton Superior.

The merger was announced on January 19, 2000, when the Dayton Superior
Board of Directors approved the merger agreement under which the Company's
common shareholders would receive $27 a share in cash, subject to approval
by the shareholders and certain other conditions.

Judge Langer dismissed the lawsuit on jurisdictional grounds stating that
Dr. Kadel had failed to properly file the lawsuit as either a shareholders'
derivative action or as an appraisal under Ohio law after the merger.
Dayton Superior was represented by the law firm of Faruki, Gilliam &
Ireland in Dayton.

The Special Shareholders' Meeting to consider the merger will be held on
Tuesday, May 23, 2000, in Dayton.


DELTA AND PINE: Acknowledges AL Suit Alleging Monsanto of Antitrust
-------------------------------------------------------------------
Delta and Pine Land Company (NYSE: DLP) announced on May 19 that it has
been named a defendant in a purported class action antitrust lawsuit filed
in Federal Court in Birmingham, Alabama. The complaint, which is
principally directed at Monsanto Co.'s market position and practices in
connection with its licensing of cottonseed technology and sales of its
Roundup herbicides, accuses Monsanto of various violations of the antitrust
laws, including tie-ins and attempts to monopolize, involving those
products. The complaint also names Delta and Pine Land and D&M Partners,
which is 90% owned by Delta and Pine Land, as defendants, accusing them of
being parties to Monsanto's anti-competitive conduct. The lawsuit seeks
unspecified treble damages as well as injunctive relief on behalf of
certain purported classes of farmers and distributors.

Delta and Pine Land and D&M Partners deny all allegations directed at them
and intend to vigorously defend the litigation.

Delta and Pine Land is separately engaged in litigation against Monsanto
for breach of contract seeking $1 billion in compensatory damages and $1
billion in punitive damages in connection with Monsanto's breach of the
merger agreement between them.


DISKERIES: NY Consumers Claim MAP Policies Violate Antitrust Laws
-----------------------------------------------------------------
A pair of New York consumers filed a federal class action suit claiming
that the Big Five record groups' recently suspended Minimum Advertised
Pricing (MAP) policies violated U.S. antitrust laws.

This action comes two days after two separate California consumers filed
class action suits in L.A. Superior Court alleging that the diskeries' MAP
policies flouted restraint of trade and price-fixing statutes --- and eight
days after the Big Five signed separate settlement agreements with the
Federal Trade Commission (FTC) declaring that they would no longer engage
in MAP (Daily Variety, May 11).

Filed by Virginia Brown and Sherry Weindorf in U.S. District Court, the New
York suit charges Sony, BMG Entertainment, Warner Music Group, EMI and
Universal Music with violating the Sherman (antitrust) and Clayton
(price-fixing) Acts and accuses them of participating in "a horizontal
combination, conspiracy and agreement in restraint of trade and commerce."

Claiming the Big Five's MAP policies eliminated any meaningful price
competition and fixed CD prices at "artificially high levels," Brown and
Weindorf are seeking trebled damages to be determined.

The two Los Angeles suits, brought by James Retzlaff and David Jenkins "on
behalf of California indirect purchasers of pre-recorded music compact
discs," seek damages to be determined at trial.

The FTC estimates that U.S. consumers paid an estimated $ 480 million more
than they should have for CDs over the last three years. While spokesmen
for the Big Five declined to comment, it's worth noting that their
individual FTC settlements not only contained no admission of wrongdoing,
but also mandated no monetary compensation for consumers. (Daily Variety,
May 22, 2000)


GAINSCO, INC: Emerges from Lawsuit in TX over Common Stock
-----------------------------------------------------------
GAINSCO, INC. was named a defendant in the proceedings styled William
Steiner v. Joseph D. Macchia, Joel C. Puckett, Daniel J. Coots and GAINSCO,
INC., filed on August 25, 1998 in the United States District Court for the
Northern District of Texas, Fort Worth Division (the "Trial Court"). In
that case, the plaintiff asserted claims on behalf of a putative class of
persons who purchased GNA's common stock between August 6, 1997 and July
16, 1998, inclusive. The plaintiff asserted claims for damages under
sections 10(b) and 20(a) of the Securities Exchange Act of 1934, alleging
that GNA's financial results did not reflect GNA's true financial position
and results of operations in accordance with generally accepted accounting
principles in that they understated reserves for claims and claim
adjustment expenses.

On March 31, 2000 the Trial Court dismissed plaintiff's amended class
action complaint for failure to state a claim upon which relief can be
granted. To date the plaintiff has not appealed the Trial Court's decision.



HMO: Cohen Milstein Files Subscribers Suit in PA against Prudential
-------------------------------------------------------------------
The law firms of Cohen, Milstein, Hausfeld & Toll, PLLC, Levin, Fishbein,
Sedran & Berman and Lieff, Cabraser, Heimann & Bernstein LLP on May 22
filed a nationwide class action against the Prudential Insurance Company of
America and its health care subsidiaries that have recently been sold to
Aetna ("Prudential").

The case, Romero v. Prudential Insurance Company, alleges that Prudential
and its subsidiaries ("Prudential") have systematically administered its
managed care arrangements in ways that have denied promised medical help to
its subscribers. What's more, Prudential has failed to disclose to its
subscribers its use of restrictive policies and procedures which cause care
to be denied.

The lawsuit, which is brought under the Employee Retirement Income Security
Act of 1974 ("ERISA"), alleges breach of fiduciary duty and breach of
contract by Prudential. Prudential's insurance contracts and HMO agreements
promised that care would be provided or reimbursed unless found to be not
necessary and appropriate in accordance with "prevailing medical opinion."
Instead, Prudential has applied guidelines that provide inappropriately
reduced quantities of care. Those guidelines were not based on best medical
practice, but met the financial needs of the company. The lawsuit alleges
that this conduct breaches the high standard of loyalty which Prudential
owed to its policyholders who obtained their insurance through their place
of employment.

"The managed care industry needs to take seriously the commitments it makes
to those it serves. The days of cutting corners must end," said Stephen D.
Annand, a partner in the law firm of Cohen, Milstein, Hausfeld & Toll,
PLLC.

The lawsuit was filed in the United States District Court Eastern District
of PA.


HMOs: States Says Millions Of Dollars Available In Medicaid Refunds
-------------------------------------------------------------------
Officials say hundreds of New Hampshire residents who had homes and other
assets taken away as reimbursement for state-paid nursing care are eligible
for refunds, but fewer than half have applied for them. The refunds, along
with some policy changes, settled a class-action lawsuit filed in federal
court by six elderly widows after the state placed liens on their homes to
recover state money paid for their husbands' nursing home care. The state
has estimated there are roughly 430 similar cases of people or families who
are owed money. But so far only about 200 of those people have applied to
receive roughly $4 million of the $7 million owed.

Before being sued, the state for years routinely recovered the costs of
nursing home or in-home care by attaching the homes or estates of the
spouses and heirs of deceased Medicaid recipients. The state's collection
efforts often succeeded. In many cases, however, the result was to take
away everything an elderly couple had earned during a lifetime. As a result
of the settlement, the state is releasing close to 1,000 liens, canceling
dozens of promissory notes and mortgage deeds, and releasing thousands of
dollars it forced people to place in annuities.

And people from whom the state improperly collected money beginning in June
1992 can get it back, with interest. The state previously estimated the
amount due to be returned at about $1 million, but since has revised that
to $7 million. Officials would not release the list of people eligible for
refunds. As part of the settlement, the state also agreed not to go after
the assets of a spouse or anyone other than the Medicaid recipient. It also
agreed to tell families they can seek waivers when attaching the patient's
property or assets would create a hardship.

The refunds will range from a low of $76 to as much as $120,000 before
interest.

Ann Butenhof, directing attorney for the Senior Citizens Law Project of New
Hampshire Legal Assistance, said she is glad the state has started to
return the money, but worries many people don't realize they are eligible.
"We're still concerned that some people haven't sent in their reimbursement
forms and perhaps really didn't believe this was happening," she said.

There still is time for people to apply for refunds, but they need to
identify themselves before the deadline, which in some cases will be as
early as July. The state Department of Health and Human Services has sent
letters to all those it thinks are eligible and published notices in
newspapers, but has not published a list of the people. For those who have
applied for refunds, checks will be mailed this week.

John Wallace, associate commissioner of Health and Human Services, said his
agency has worked hard to find anyone with a significant claim against the
state. "Is it likely someone out there is due a large claim and not going
to file? That would surprise me," he said.

For John Hallam, 83, a retired security guard and truck driver who lives in
Alton, the settlement allowed him to recover $62,867, and he expects to
collect the remaining money he is his owed soon. After his wife died, he
was forced to sell his house to pay back the state for her care. Officials
took $68,000 and left Hallam $1,000 for moving expenses. His was one of the
first cases settled. He said it has been a joy being able to spend the
proceeds from the home he spent so much of his life working to own. "I
bought myself a new set of teeth," he said. "And I bought myself a new
Rascal scooter that I ride around on. I'm just glad it's settled." (The
Associated Press, May 22, 2000)


INMATES LITIGATION: Fulton Given Another Two Weeks For Improvement Plan
-----------------------------------------------------------------------
A federal judge has given Fulton County two more weeks to submit a plan on
relieving overcrowding at its jail. U.S. District Judge Marvin Shoob gave
the county until June 19 to present its proposal, instead of the June 5
date he originally ordered. The order stems from a class-action lawsuit by
HIV-positive inmates who said they were not receiving adequate health care
or medicine. An estimated 6 percent of the inmates at the jail are infected
with HIV.

The jail routinely houses almost 1,000 more inmates than the 2,500 it was
designed to hold. The county and inmates agreed to settle the case in
January, and the judge appointed an outside monitor. The monitor's reports
about crowded conditions troubled Shoob, who told the county it not only
had to improve medical care but also had to ease overcrowding. (The
Associated Press State & Local Wire, May 19, 2000)


INSPIRE INSURANCE: Defends Shareholders' Suits in TX
----------------------------------------------------
On December 3, 1999, a shareholder class action lawsuit was filed in the
United States District Court for the Northern District of Texas on behalf
of all purchasers of the Company's Common Stock during the period between
January 28, 1998 and October 14, 1999 (Southland Securities Corporation et.
al. vs. INSpire Insurance Solutions, Inc. et. al. (7-99CV-243-R)). The
named defendants include the Company, certain officers and directors of the
Company, and Millers Insurance.

The complaint alleges violations under Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934 and Rule lOb-5 promulgated thereunder by
making false and misleading statements and failing to disclose material
facts necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading. The plaintiff
seeks monetary damages and interest.

Two additional shareholder class action lawsuits, nearly identical to the
one described above, have been filed against the Company in the United
States District Court for the Northern District of Texas: Larry Altobell
and Lawrence J. Miller et. al. vs. INSpire Insurance Solutions, Inc. et.
al. (7-99CV-248-R) filed on December 16, 1999, and Stacy B. and Rhonda K.
Lofton et. al. vs. INSpire Insurance Solutions, Inc. et. al. (7-OOCV-001-R)
filed on January 3, 2000. INSpire intends to defend these suits vigorously
in all aspects. However, the ultimate outcome of these matters cannot
presently be determined


INSPIRE INSURANCE: Medical Mutual Seeks Recovery of Payment in NC
-----------------------------------------------------------------
A lawsuit was filed on June 23, 1999 in the United States District Court
for the Eastern District of North Carolina by Medical Mutual Insurance
Company of North Carolina ("Medical Mutual"), a former customer of the
Company (Medical Mutual Insurance Company of North Carolina vs. INSpire
Insurance Solutions, Inc. (5-99CV-416-F3)). Medical Mutual seeks recovery
for an amount of at least approximately $696,000 previously paid to the
Company, damages in excess of $1.0 million, a declaratory judgment that
approximately $1.1 million invoiced to such customer is not owed and treble
damages and attorney fees. INSpire intends to vigorously defend this
lawsuit, and has filed a counterclaim seeking recovery of approximately
$1.1 million invoiced to such customer and attorneys' fees.


INSPIRE INSURANCE: Shareholder Wants Bylaw to be Invalid; Sues in TX
--------------------------------------------------------------------
In its report to the SEC, INspire Insurance Solutions Inc. says that from
time to time, the company receives various claims incidental to its
business, including claims alleging breach of warranty, breach of contract,
deceptive trade practices and similar claims under license agreements and
other agreements with customers of the Company.

Such claims include a lawsuit filed on April 18, 2000 in the District Court
of Texas, Tarrant County by Buena Venture Associates, L.P. ("Buena
Venture"), a shareholder of INSpire (Buena Venture Associates, L.P. v.
INSpire Insurance Solutions, Inc. (048-182682-00)). Buena Venture seeks a
declaration that a recent amendment to the Company's bylaws adopted by the
Board of Directors is invalid with respect to the 2000 annual meeting of
shareholders and an injunction prohibiting its enforcement at such meeting.



INSPIRE INSURANCE: Zurich American Seeks Recovery of Payment in IL
------------------------------------------------------------------
A lawsuit was filed on November 9, 1999 in the United States District Court
for the Northern District of Illinois by Zurich American Insurance Company
("Zurich"), a former customer of the Company (Zurich American Insurance
Company vs. INSpire Insurance Solutions, Inc. (99C-7288)). Zurich seeks
recovery for an amount of at least approximately $4.3 million previously
paid to the Company, a declaratory judgment that approximately $2.0 million
invoiced to such customer is not owed and damages to compensate Zurich for
INSpire's alleged breaches of contract. INSpire intends to vigorously
defend this lawsuit, and has filed a counterclaim seeking recovery of
approximately $2.0 million invoiced to such customer and attorneys' fees.


OXFORD HEALTH: Discloses Securities Complaints As a Result of '97 Price
----------------------------------------------------------------------- As
a result of the October 27, 1997 decline in the price per share of the
Company's common stock, the Company is the subject of numerous legal
proceedings, investigations and arbitral proceedings, including:

A securities class action alleging, among other things, that the Company,
several current and former directors and officers of the Company and the
Company's former independent auditors failed to disclose material
information regarding changes in the Company's computer system and the
Company's membership, enrollment, revenues, medical expenses and ability to
collect on its accounts receivable;

A stockholder derivative action alleging, among other things, that the
Company's directors and certain of its officers mismanaged the Company and
wasted its assets in planning and implementing certain changes to the
Company's computer system;

investigations by the New York State Insurance Department and the New
Jersey Department of Health and Senior Services which have identified a
number of alleged regulatory violations;

an investigation by the New York State Attorney General "in regard to
matters relating to the practices of the Company and others in the
offering, issuance, sale, promotion, negotiation, advertisement,
distribution or purchase of securities";

an investigation by the Securities and Exchange Commission regarding a
number of subjects, including disclosures made in the Company's October 27,
1999 press release announcing a loss in the third quarter of 1997; and

an arbitral proceeding initiated by the New York County Medical Society and
joined by other medical associations seeking, among other things,
injunctive relief from the Company's practices regarding the payment of
claims submitted by physicians.

There have been no material developments in the legal proceedings involving
the Company in the first quarter of 2000 except that on March 9, 2000,
Judge Brient issued decisions denying the motions to dismiss previously
filed on March 15, 1999 by Oxford, the individual defendants and,
separately, KPMG LLP.


PA STOCK: Exchange Agrees to Settle Antitrust Lawsuits
------------------------------------------------------
The Philadelphia Stock Exchange, the smallest of the four US options
exchanges, agreed last Thursday May 18 to settle for $ 2.8 million the
class action lawsuits brought against it on antitrust grounds. The suits
were filed against all four US options exchanges last year, and claimed
that the exchanges had disadvantaged investors by their reluctance to list
rival exchanges' options contracts.

Until very recently, there were some extremely active options contracts -
such as Microsoft and Dell Computer - where the four exchanges never
competed, for fear of starting "listings wars". The suits argued that the
"spreads" on these contracts, traded at one exchange only, were excessively
wide.

In the wake of the lawsuits, a probe by the government and in the face of
competition from new electronic options exchanges, the four institutions
did start poaching each others' contracts last year, prompting a brutal
listings war. Today, multiple listings are pervasive in the industry.

The Philadelphia exchange, which has denied any liability as part of the
deal, is the second to settle: the Pacific Stock Exchange, in San
Francisco, recently announced that it was settling for $ 4.5 million.
(Financial Times (London), May 19, 2000)


TOBACCO LITIGATION: Argument over Whether Industry Has Really Changed
---------------------------------------------------------------------
Big Tobacco has never been held accountable for decades of misconduct and
still has not changed its ways, an attorney seeking punitive damages for
sick Florida smokers said Monday. "They're on the same page they always
were on," attorney Stanley Rosenblatt said in opening statements as jurors
begin considering a possible multibillion-dollar verdict. "These defendants
most assuredly have not truly changed."

The same jury already has ruled cigarettes are a deadly, addictive and
defective product and awarded $12.7 million in compensatory damages to
three smokers representing smokers in the landmark class-action case.

Attorneys for five cigarette makers claiming 99 percent of the U.S. market
have said the jury should award nothing because they are committed to
paying $ 246 billion in settlements with states over 25 years. Their first
comment on punitive damages in this trial was expected Monday afternoon.

The lawsuit lists a $100 billion request, but Rosenblatt, who can ask the
jury for any figure he pleases, completed his opening remarks without
suggesting an amount. He noted, however, that the industry once committed
to a $368 billion congressional settlement that died in 1997 but has yet to
pay "10 cents" to a smoker in lawsuit damages.

Michael Szymanczyk, president and CEO of industry-leading Philip Morris
Inc., said in a deposition May 10 that his company could not afford to
split an award of as much as $50 billion.

Rosenblatt warned jurors they will face "very complicated" financial
testimony about the companies. Stressing his theme that the costly
settlements have not changed the industry, Rosenblatt flipped through
Sports Illustrated, Cosmopolitan, Rolling Stone and other current magazines
to show what he called the same "teen-age rebellion" advertising approach
to kids. He also used the words of tobacco company CEOs against them in his
plea "to correct wrongs done to the public." The executives will appear as
defense witnesses on the industry's request to award nothing.

Slapping himself on the wrist as a sign of what cigarette makers want,
Rosenblatt said the defendants would say, "We've become good boys and girls
and we're learned our lesson." But the industry has simply adopted "a new
public relations strategy to create the appearance of change rather than
the reality or substance of change," he said. True change would require an
admission of misconduct and an apology, but none is forthcoming, Rosenblatt
said. Punitive damages are intended to punish wrongdoing and to warn and
deter others.

Jurors will be told the size of the class ranges from 300,000 to 500,000
sick smokers based on about 5.4 million current and former smokers in
Florida, Rosenblatt said.

Meanwhile, the U.S. Supreme Court on Monday rejected the industry's attempt
to eject Circuit Judge Robert Kaye from presiding over the nation's first
class-action trial seeking damages for sick smokers. Cigarette makers
complained Kaye is an ex-smoker with a heart ailment who is covered by the
lawsuit and could share in any monetary award. The court tossed out the
complaint without comment. The defendants are: R.J. Reynolds Tobacco Co.,
Philip Morris, Brown & Williamson Tobacco Corp., Lorillard Tobacco Co.,
Liggett Group Inc., the Council for Tobacco Research and the Tobacco
Institute. (The Associated Press, May 22, 2000)


TOBACCO LITIGATION: CNN Coverage; FL Jurors Set to Decide Damages
-----------------------------------------------------------------
Broadcast on Cable News Network on May 22, 2000

     BILL HEMMER, CNN ANCHOR: The tobacco industry may be a bit short of
breath this morning as opening statements get under way in a landmark case
that could drive some companies out of business. Jurors will decide how
much the tobacco industry should pay to a half a million ailing smokers in
Florida. Those smokers are demanding $100 billion in damages.

     CNN Miami bureau chief John Zarrella now with more.

(BEGIN VIDEOTAPE)

     JOHN ZARRELLA, CNN MIAMI BUREAU CHIEF (voice-over): Big Tobacco is in
the midst of a legal cliffhanger; one that could potentially cripple the
industry and bring its assembly lines to a screaming halt.

     CLARK FRESHMAN, TOBACCO LITIGATION EXPERT: This is going to probably be
the largest verdict ever entered against a tobacco company; possibly one of
the largest verdicts ever in the history of the world or of the United
States.

     ZARRELLA: It's called the Engle case, a class-action lawsuit on behalf
of half a million sick Florida smokers. In the first phase of this landmark
lawsuit, a jury in Miami found the tobacco industry made a defective
product and misled the public about health risks from smoking. A little
over a month ago, the same jury in phase two of the trial found cigarette
makers responsible for cancer in three principal plaintiffs.

     UNIDENTIFIED MALE: Was smoking cigarettes a legal cause of Mary
Farnan's (ph) lung cancer? Answer: yes.

     ZARRELLA: Now, the third and final phase of the trial. Here, the same
jury is being asked to decide how deeply cigarette makers should dig in
their pockets to pay punitive damages to the entire class of sick smokers,
all 500,000. From the tobacco fields of the Carolinas to Wall Street,
everyone is watching.

     MARTIN FELDMAN, TOBACCO ANALYST: We're in uncharted territory here.
Engle is a risk for the industry. It's a risk for investors.

     ZARRELLA: When the smoke clears, the industry says it expects to still
be standing.

     UNIDENTIFIED MALE: We're absolutely confident that, after the jury
hears our evidence, that we will prevail in this case.

     ZARRELLA: First up, accountants and financial analysts will tell the
jury how much the companies are worth.

(on camera): But by Florida law, a verdict can't bankrupt a company, so
it's believed the jury award will come in somewhere under that $100 billion
figure. The jury may also hear from the top executives of the companies,
who will argue that numerous state settlements have already punished them
enough.

     John Zarrella, CNN, Miami.

(END VIDEOTAPE)

     KYRA PHILLIPS, CNN ANCHOR: The tobacco industry is facing another
threat outside the courtroom. People in the United States and across much
of the world are simply smoking less. The number of cigarettes sold per
person in the United States dropped at a record rate of 8 percent last
year. Meanwhile, U.S. cigarette exports dropped 25 percent. Those who do
smoke are paying more for their habit. The cost of a pack of cigarettes has
climbed more than $1 over the last two years.


TOBACCO LITIGATION: Final Phase of FL Trial Begins
--------------------------------------------------
The final phase of the first class-action tobacco suit to go to trial began
in Miami Monday with opening statements by attorneys for the plaintiffs to
a six-member jury that will decide how much money to award 500,000 sick
smokers in Florida.

Estimates of the award range up to $300 billion, but most observers believe
it won't reach anywhere near that figure. The Florida Legislature and Gov.
Jeb Bush this month made it easier for big tobacco to appeal the verdict
and the award by limiting the appeal bond to $100 million. Before the law
was signed, the industry would have had to guarantee the entire amount. The
only hitch would be if Circuit Judge Robert Kaye ruled the new law violates
due process rights of the smokers.

Lawmakers said they passed the law more for the purpose of protecting the
state's $13 billion settlement with the tobacco industry three years ago.
It produces $500 million a year for a number of programs including an
anti-smoking campaign. In addition to the new law, a statute on the books
prevents damage awards that would place a company in danger of bankruptcy.

Over the next month or more, the jury will hear arguments and expert
testimony on the value of the tobacco industry and the size of the class of
plaintiffs, which has never been pinpointed.

Last July, the same jurors found the industry guilty of misleading the
public about the dangers of smoking. In April, they awarded the three
primary defendants in the case $12.7 million in damages. Two of the
plaintiffs and a third died of the disease. Her husband will get the money.



TOBACCO LITIGATION: Philip Morris Can't Afford to Absorb Half of $50 Bil
------------------------------------------------------------------------
Philip Morris' tobacco chief says his company cannot afford to split even
half of what Big Tobacco could be forced to shell out in a landmark
smokers' case against the industry. Michael Szymanczyk's remarks came in a
deposition taken in preparation for his testimony against a potentially
record-breaking punitive damage in a class-action lawsuit. He was asked if
Philip Morris could absorb the cost of splitting a $50 billion punitive
verdict. ''We would not be able to pay this money if it was due in 30 days
or in two years, for that matter,'' said Szymanczyk, president and chief
executive officer of Philip Morris Inc. ''We wouldn't be able to pay that
money.''

Szymanczyk estimated the net worth of industry-leading Philip Morris at
$7.1 billion. Asked if the company's tobacco arm would go into bankruptcy
court, Szymanczyk said, ''I don't know what we would do.''

But what the tobacco industry can afford will be up to jurors, who this
week are expected to start hearing testimony in the punitive phase of the
landmark case. An estimated 500,000 sick Florida smokers are seeking $100
billion in punitive damages. After a week delay, opening arguments were
expected to begin Monday May 22.

Circuit Judge Robert Kaye will allow the industry to tell jurors about the
money it owes on lawsuit settlements with states as a cost of doing
business but was adamant that the expense could not be characterized as
punishment because it was voluntary.

The industry wants the jury to award nothing based on the changes it has
made since cigarette makers settled state lawsuits for $250 billion in 1997
and 1998.

A key promise was an end to youth marketing, but two studies indicate more
cigarette advertising in magazines with high teen readership since the
settlements.In Szymanczyk's May 10 deposition, he said cigarette sales to
kids are bad for his business, but he rejected assertions that company
advertising targets youths. ''It's bad for my business for kids to be
buying cigarettes,'' he said.

Industry-leading Philip Morris, a subsidiary of Philip Morris Cos. Inc.,
had half of the U.S. cigarette market and $19.6 billion in revenues last
year. Its Marlboro line, the dominant national brand, accounted for 36
percent of all domestic sales. (AP Online, May 22, 2000)


WATERS: 11th Cir's Rule on Atty Fees Challenged in Commodities Suit
-------------------------------------------------------------------
In its petition for certiorari, International Precious Metals Corporation
(IPMC) argues that the U.S. Court of Appeals for the 11th Circuit erred in
affirming a district court award of $13 million to plaintiff's counsel in a
commodities class action where the total distribution to the class was only
$6.5 million. International Precious Metals Corp. et al. v. Waters et al.,
190 F. 3d 1291 (11th Cir., 1999), response filed (U.S., Apr. 24, 2000) (No.
99-1560).

The petitioners assert there is a split in the circuit courts regarding the
treatment afforded attorneys' fee awards, and that the Private Securities
Litigation Reform Act (PSLRA), requires that total fees and expenses to be
a reasonable percentage of the amount "actually paid" to the class.

Class action settlements are being manipulated by class counsel in a
"scheme" to enrich themselves, accuse the petitioners. "This scheme injures
the interest of class plaintiffs, discredits the legal profession and the
courts and diverts hundreds of millions of dollars to plaintiff's class
counsel," says the company.

According to the petition, the suit began as a churning case in which
plaintiffs alleged over 800 brokers of MultiVest Options Inc. (a subsidiary
of IPMC) had solicited and stimulated excessive trading in commodity
options between 1985 and 1989. The plaintiffs sought to recover the entire
amount of their losses, alleged to be $120,000,000. The case was settled in
1997 for about $6.5 million in cash and notes to the class.

Subsequently, the Southern District of Florida approved the plaintiffs'
counsel request for fees based on one-third of the total amount of the
reversionary settlement. The case involved a gross settlement fund of
$40,000,000, of which $6.5 million went to the class, $15.7 million in fees
and expenses went to plaintiffs' counsel, and about $17.8 million reverted
to the defendants.

The petitioners assert the award is over 200 percent of the actual class
distribution and that, prior to this decision, the 11th Circuit has never
awarded plaintiffs' counsel over 50 percent of the actual distribution in a
securities class action. Citing a study by National Economic Research
Associates, the company says attorneys' fees in these cases usually average
between 42.2 percent and 48.5 percent of the recovery.

In affirming the fee distribution, the circuit court concluded the district
court did not abuse its discretion.

"The results in this case are symptomatic of the exorbitant fees being
awarded in cases where the plaintiff class is awarded noncash compensation,
such as discount coupons, which are difficult to value, and class counsel
receives hard cash," says Paul M. Dodyk, of Cravath, Swaine & Moore, lead
counsel on the case.

Only the 11th, Ninth and Fifth Circuits have addressed whether a court
should use actual distributions or higher nominal settlement amounts as the
benchmark in awarding fees. The circuit courts have reached different
results based on their respective reading of Boeing Co. v. Van Gemert, 444
U.S. 472 (1980).

The manipulation of reversionary settlements is "scandalous," the company
says, and the high court should take this opportunity to define standards
that govern the relationship between the fees paid to plaintiffs' class
counsel and the actual distributions made to the investors.

                       Respondent's Opposition

The respondents assert that their attorneys' fee represents a multiplier of
only 1.05 on class counsel's actual investment in time, or lodestar.
Moreover, they say the parties signed a clear sailing agreement in which
defendants agreed to not object either "directly or indirectly" to their
fee application.

They contend the suit arose from the fraudulent sales practices of a South
Florida telemarketing boiler room operation closed by the Commodities
Futures Trading Commission and that the dispute does not even fall under
the PSLRA.

"If the court adopted the rigid rule advocated by defendants -- that the
district court must always limit fees to a portion of the fund actually
claimed by class members -- telemarketing firms could cheat consumers
without fear of civil liability so long as they stole relatively small
amounts from each customer so as to minimize the likelihood of claims."

No reasonable class counsel would undertake this kind of risk and expense
if fees were wholly based on the number of claimants who may come forward
to claim a portion of any settlement, they argue.

The petitioners are represented by Paul M. Dodyk of Cravath, Swaine & Moore
in New York, Martin I. Kaminsky of Pollack & Kaminsky in New York and R.
Lawrence Bonner of Homer, Bonner & DelGado in Miami.

The investors are represented by C. Brandon Wisoff and Neil A. Goteiner of
Farella Braun & Martel in San Francisco and Eric G. Lipoff of Raring &
Lipoff in Costa Mesa, Calif.  (Securities Litigation &Regulation Reporter,
May 3, 2000)


                               *********


S U B S C R I P T I O N  I N F O R M A T I O N

Class Action Reporter is a daily newsletter, co-published by Bankruptcy
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Washington, DC. Theresa Cheuk, Managing Editor.

Copyright 1999.  All rights reserved.  ISSN 1525-2272.

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