CAR_Public/040217.mbx            C L A S S   A C T I O N   R E P O R T E R
  
           Tuesday, February 17, 2004, Vol. 6, No. 33

                        Headlines                            

APO HEALTH: Reaches $4.5M Settlement For Unsolicited Fax Lawsuit
CYBERGUARD CORPORATION: Court To Mull Settlement in April 2004
DATATEC SYSTEMS: Shareholders File Securities Fraud Suits in NJ
ENRON CORPORATION: Prosecutors Lodging Charges V. Former CEO
eUNIVERSE INC.: CA Court To Hear Dismissal Motion in April 2004

GILMAN + CIOCIA: Agent Faces Securities Fraud Suit in DE Court
H.D. VEST: SEC Issues, Settles Admin. Cease-And-Desist Complaint
L90 INC.: Reaches Settlement For Securities Lawsuit in C.D. CA
MLP GP: Reaches Settlement For CT Suit Over Newkirk Partnerships
MUTUAL FUNDS: 15 Firms To Pay $2.5 Million For Mutual Fund Fraud

NEWKIRK GROUP: Reaches Settlement For Derivative Lawsuit in TX
PERFORMANCE FOOD: SEC Commences Cease-And-Desist Proceedings
PHARMERICA INC.: Discovery Proceeding in Hawaii Consumer Lawsuit
PIP/USA INC.: Asks IL Court To Dismiss Most Claims in Fraud Suit
PIP/USA INC.: Pre-trial Conference Set For June 2004 in TX Court

POLY IMPLANTS: Case Management Hearing Set For May 5,2004 in CA
SCIENTIFIC-ATLANTA INC.: GA Court Mulls Motion To Dismiss Suit
SYCAMORE NETWORKS: Selected as Test Lawsuit in NY Securities MOU
TITAN CORPORATION: Faces SEC Probe Relating to Overseas Payments

                  New Securities Fraud Cases

aaiPHARMA INC.: Schiffrin & Barroway Files Securities Suit in NC
aaiPHARMA INC.: Cauley Geller Lodges Securities Suit in E.D. NC
EDWARD D. JONES: Stull Stull Launches Securities Suit in S.D. NY
FRANKLIN RESOURCES: Glancy Binkow Lodges Securities Suit in CA
FRANKLIN RESOURCES: Emerson Poynter Lodges Securities Suit in CA

FRANKLIN RESOURCES: Rabin Murray Lodges Securities Lawsuit in CA
FRANKLIN RESOURCES: Reinhardt Wendorf Launches Stock Suit in CA
MICROMUSE INC.: Stull Stull Lodges Securities Suit in N.D. CA
MOBILITY ELECTRONICS: Lasky & Rifkind Files AZ Securities Suit
REDBACK NETWORKS: Rabin Murray Commences Securities Suit in CA

SONUS NETWORKS: Wolf Popper Lodges Securities Suit in MA Court
SONUS NETWORKS: Charles Piven Lodges Securities Suit in MA Court
SONUS NETWORKS: Milberg Weiss Lodges Securities Suit in MA Court
SONUS NETWORKS: Brian Felgoise Files Securities Suit in MA Court
WAVE SYSTEMS: Lasky & Rifkind Lodges Securities Suit in MA Court

WHITEHALL JEWELLERS: Charles Piven Lodges Securities Suit in IL

                        *********

APO HEALTH: Reaches $4.5M Settlement For Unsolicited Fax Lawsuit
----------------------------------------------------------------
APO Health, Inc. reached a settlement for the class action filed
in the Circuit/Superior Court of Marion County, Indiana entitled  
"Kenro, Inc., on behalf of itself and all others similarly
situated against APO Health, Inc., Cause No. 490120101CP000016."  

The lawsuit involves unsolicited broadcast faxes sent in the
state and has been certified as a class action.  The Company has
petitioned the court to certify its class action for
interlocutory appeal.  

The Company has filed a suit seeking indemnification by or
contribution from the vendors who sent the faxes on behalf of
the Company.  It is the Company's belief and contention that
damages, if any, which may be awarded to the plaintiff are
covered by insurance up to policy limits.

However, On October 24, 2001, the Company was named as a
defendant in a lawsuit, styled "Merchant's & Business Men's
Mutual Insurance Company vs. APO Health, Inc., Case No. 01-605-
091, Supreme Court of the State of New York, County of New
York."  Merchant's & Business Men's Mutual Insurance Company
issued a Commercial Blanket Excess Liability insurance policy to
the Company for one year commencing February 27, 2000 up and
through February 27, 2001.  Merchant's & Business Men's Mutual
Insurance Company alleges in its complaint that policy coverage
with the Company does not extend to the allegations set forth in
the aforementioned Kenro suit.  The Company, however, disagrees
and contends that the policy issued by Merchant's & Business
Men's Mutual Insurance Company obligates them to cover any
monetary damages that the Company may incur, as a result of an  
unfavorable verdict in the Kenro suit.

On July 1, 2002, the Court granted the intervention motion of
the Kenro plaintiffs, and, as a matter of law, denied Merchants'
motion for summary judgment and granted the Company's cross-
motion for summary judgment, and finding that the claims
asserted against the Company in the Kenro lawsuit fell within
the terms of the Merchants' policies.

As a result, the Court ordered that Merchants has a duty to
defend and indemnify the Company in the Kenro lawsuit.  
Additionally, the Court found alternatively, that the disclaimer
of coverage by Merchants was untimely, so that Merchants would
not be allowed to rely upon or raise any coverage defenses.  The
Court also found that the Company is entitled to be reimbursed
for the legal fees that it incurred, and ordered that a hearing
be conducted to determine the amount that Merchant owed.  
Merchants subsequently filed a motion for re-argument of its
unsuccessful summary judgement motion, and papers in opposition
were submitted by the Company and the Kenro plaintiffs to the
Court.  The Company and the Kenro plaintiffs have argued that
the Court should adhere to its original decision for a variety
of reasons.  Merchants has also filed an appeal to the Appellate
Division from the Court's July 1, 2002 Order, and in the event
the Court adheres to its decision, it is expected that Merchants
will again notice an appeal, and move to have the
two appeals consolidated.

On January 28, 2004, the Company announced that it had reached
an out of court settlement in the unsolicited broadcast fax
class action by Kenro, Inc.  Details of the settlement will be
approved by the court, which must approve the settlement before
it becomes final.  Mediation in this matter was ordered by the
court.

The Company's attorneys agreed to settle the litigation for up
to $4.5 million, which will be placed in a settlement fund
created and completely covered by the Company's insurer.  Once
approved by the court, notice of settlement will be faxed to a
list of fax numbers belonging to the class action plaintiffs.  
As a result of the settlement, if approved, the Company will
have no out of pocket expenses related to the creation or
management of the Settlement Fund.


CYBERGUARD CORPORATION: Court To Mull Settlement in April 2004
--------------------------------------------------------------
The United States District Court for the Southern District of
Florida will hold a final fairness hearing for the settlement
proposed by CyberGuard Corporation relating to a consolidated
class action, styled "Stephen Cheney, et al. v. CyberGuard
Corporation, et al., Case No. 98-6879-CIV-Gold."

On August 24, 1998, the Company announced, among other things,
that due to a review of its revenue recognition practices
relating to distributors and resellers, it would restate prior
financial results.  After the August 24, 1998 announcement,
twenty-five purported class action lawsuits were filed by
alleged shareholders against the Company and certain former
officers and directors.  Pursuant to an order issued by the
Court, these actions were later consolidated.

On August 23, 1999, the plaintiffs filed a consolidated and
amended complaint.  This action seeks damages purportedly on
behalf of all persons who purchased or otherwise acquired the
Company's common stock during various periods from November 7,
1996 through August 24, 1998.

The complaint alleges, among other things, that as a result of
accounting irregularities relating to the Company's revenue
recognition policies, the Company's previously issued financial
statements were materially false and misleading and that the
defendants knowingly or recklessly published these financial
statements which caused the Company's common stock prices to
rise artificially.  The action alleges violations of Section
10(b) of the Securities Exchange Act of 1934 (Exchange Act) and
SEC Rule 10b-5 promulgated thereunder and Section 20(a) of the
Exchange Act.

Subsequently, the defendants, including the Company, filed their
respective motions to dismiss the consolidated complaint.  On
July 31, 2000, the Court issued a ruling denying the Company's
and Robert L. Carberry's (the Company's CEO from June 1996
through August 1998) motions to dismiss.  The court granted
the motions to dismiss with prejudice for defendants William D.
Murray (the Company's CFO from November 1997 through August
1998), Patrick O. Wheeler (the Company's CFO from April 1996
through October 1997), C. Shelton James (the Company's former
Audit Committee Chairman), and KPMG Peat Marwick LLP (KPMG).

On August 14, 2000, the plaintiffs filed a motion for
reconsideration of that order.  The Company filed an answer to
the plaintiffs' consolidated and amended complaint on August 24,
2000.  On March 20, 2001, the Court ruled on the plaintiffs'
motion for reconsideration that the previously dismissed
defendants William D. Murray, Patrick O. Wheeler and C. Shelton
James should not have been dismissed from the action and shall
be defendants in this action under the control person liability
claims under Section 20(a) of the Exchange Act, and that the
plaintiffs may amend the Consolidated and Amended Class Action
Complaint to bring claims against C. Shelton James under
Section 10(b) of the Exchange Act and Rule 10b-5 promulgated
thereunder.

On April 5, 2001, the plaintiffs filed their Second Consolidated
and Amended Class Action Complaint to include amended claims
against C. Shelton James.  On May 10, 2001, the Company filed an
answer and affirmative defenses to plaintiffs' second
consolidated and amended complaint.

On August 14, 2002, the Court granted the plaintiffs' Motion for
Class Certification and certified the class to include all
investors who acquired the Company's common stock between
November 7, 1996 and August 24, 1998 and were damaged by the
purchase of such stock.  The trial is scheduled for March 2004.  

In July 2003, the Company entered into a Memorandum of
Understanding to settle this lawsuit.  The settlement amount of
$10 million required the Company to incur a one-time charge of
$3.9 million in the fourth quarter of its fiscal year ending
June 30, 2003 for the amount in excess of the insurance coverage
and related costs.  The Company paid its portion of the
settlement amount in cash.

On October 9, 2003, the Company and all other parties signed a
Stipulation and Agreement of Settlement and filed a Joint Motion
for Preliminary Approval of Settlement of the lawsuit.  On
November 6, 2003, a hearing was held on the joint motion.  The
Company expects that a final hearing will be held in April 2004.

The terms of the settlement are subject to final approval by the
court, and there can be no assurance that the court will approve
this proposed settlement of the lawsuit.   If the court does not
approve the settlement, there can be no assurance that the
Company will ultimately be successful in defending the lawsuit,
or that if the Company is unsuccessful, that there will be
sufficient insurance coverage to cover any expense of the
lawsuit and/or any judgment rendered against the Company.  

The Company's obligation to indemnify its officers and directors
under the aforementioned lawsuit is insured to the extent of the
limits of the applicable insurance policies.  The Company has
initially notified its insurance carrier of the existence of the
lawsuit, and the carrier has sent the Company a reservation of
rights letter.  If the settlement is not approved by the court,
the Company intends to continue its fight against this action.
It believes that in the event that it is unsuccessful, insurance
coverage will be available to defray a portion, or substantially
all, of the expense of defending and settling the lawsuit or
paying a judgment.


DATATEC SYSTEMS: Shareholders File Securities Fraud Suits in NJ
---------------------------------------------------------------
Datatec Systems, Inc. (Nasdaq: DATCE) faces several securities
class actions filed against it and certain of its officers and
directors in the United States District Court for the District
of New Jersey on behalf of all purchasers of the securities of
Datatec Systems, Inc. (Nasdaq: DATCE) between June 26, 2003 and
December 16, 2003, inclusive.

The complaint charges Datatec, Isaac J. Gaon and Mark J.
Hirschhorn with violations of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934, and Rule 10b-5 promulgated
thereunder, an earlier Class Action Reporter (February 16,2004)
story states.  More specifically, the complaint alleges that,
throughout the Class Period, defendants issued numerous
statements to the market concerning the Company's financial
results, which failed to disclose and/or misrepresented the
following adverse facts, among others:

     (1) that Datatec, in violation of Generally Accepted
         Accounting Principles (GAAP), was improperly valuing
         certain of its long-term contracts, thereby overstating
         its revenues and assets;

     (2) that Datatec had no viable plan for the
         commercialization of the Asset Guardian software;

     (3) that Datatec had deficient and inadequate internal
         controls and financial systems; and

     (4) that based on the foregoing, Datatec lacked a
         reasonable basis for its financial and operational
         guidance for fiscal 2004.

The Company believes that the lawsuits are without merit.  For
more information, contact Richard K. Davis of Datatec Systems by
Phone:
973-808-4000 or visit the firm's Website: http://www.datatec.com


ENRON CORPORATION: Prosecutors Lodging Charges V. Former CEO
------------------------------------------------------------
Former Enron Corporation Chief Executive Officer Jeffrey
Skilling, 50, faces possible criminal charges to be brought by
United States prosecutors, possibly by the end of next week,
sources familiar with the investigation told Reuters.

Energy giant Enron filed for bankruptcy in December 2001,
launching a two-year investigation into the Company's accounting
practices and spurring hundreds of investors to file suits
seeking compensation for losses.  The collapse occurred amid
revelations that the Company had hidden billions of dollars in
debt and inflated profits to boost its stock price.

One source told Reuters an Enron-related announcement could come
as early as next week, most likely on Thursday, but another
source cautioned that the expected charges against Mr. Skilling
could end up being delayed at the last minute.  An attorney for
Skilling could not immediately be reached for comment, Reuters
reports.

Former Chief Financial Officer Andrew Fastow pleaded guilty last
month to two fraud counts and agreed to cooperate with
prosecutors in exchange for a 10-year sentence.  Former Enron
Chief Accounting Officer Rick Causey was indicted soon after.  
Mr. Causey pleaded not guilty to six felony conspiracy and fraud
charges.  Prosecutors are preparing to seek an indictment of Mr.
Skilling from a federal grand jury in Houston, the sources told
Reuters.

The Houston Chronicle, citing unnamed sources, reported on
Friday that the charges against Mr. Skilling could be brought by
a federal grand jury as early as next week.  Mr. Causey's
indictment laid out his alleged role in schemes to mislead
investors about the financial condition of the former energy
trading giant and noted that he reported directly to Mr.
Skilling and former Enron Chairman Ken Lay.

The sources told Reuters that prosecutors did not plan to bring
charges against Mr. Skilling and Mr. Lay at the same time, and
said the investigation into Mr. Lay's part of the Enron collapse
was continuing.  Both have said they did nothing wrong.


eUNIVERSE INC.: CA Court To Hear Dismissal Motion in April 2004
---------------------------------------------------------------
The United States District Court for the Central District of
California will hear on April 19,2004 eUniverse, Inc.'s motion
for dismissal of the consolidated securities class action filed
against it, several of its current and former officers and/or
employees, and the Company former auditor.

The lawsuit arose out of the Company's restatement of quarterly
financial results for fiscal year 2003 and includes allegations
of, among other things, intentionally false and misleading
statements regarding the Company's business prospects, financial
condition and performance.

The Company and other defendants currently have until February
17, 2004 to respond to plaintiffs' complaint, at which time the
Company expects to file a motion to dismiss the lawsuit for,
among other things, the failure of the complaint to state a
valid claim against the Company.


GILMAN + CIOCIA: Agent Faces Securities Fraud Suit in DE Court
--------------------------------------------------------------
Gilman + Ciocia, Inc.'s registered agent in Delaware was served
with a summons and a shareholder's class action and derivative
complaint, styled "Gary Kosseff, Plaintiff, against James
Ciocia, Thomas Povinelli, Michael P. Ryan, Kathryn Travis, Seth
A. Akabas, Louis P. Karol, Edward H. Cohen, Steven Gilbert and
Doreen Biebusch, Defendants and Gilman & Ciocia, Inc., Nominal
Defendant."

The action was filed in the Court of Chancery of the State of
Delaware in and for New Castle County under Civil Action No.
188-N.  The nature of the action is that the Company, its Board
of Directors and its management, breached their fiduciary duty
of loyalty in connection with the sale of the Purchased Offices
to Pinnacle Tax Advisors, LLC.

The action alleges that the sale to Pinnacle was for inadequate
consideration and without a fairness opinion by independent
financial advisors, without independent legal advice and without
a thorough evaluation and vote by an independent committee of
the Board of Directors. The action requests:

     (1) a declaration that the action is maintainable as a
         class action and certifying the plaintiff as the
         representative of the class;

     (2) a declaration that the Company, its Board of Directors
         and its management breached their fiduciary duty and
         other duties to the plaintiff and to the other members
         of the purported class;

     (3) a rescission of the Purchase Agreement;

     (4) unspecified monetary damages; and

     (5) an award to the plaintiff of costs and disbursements,
         including reasonable legal, expert and accountants
         fees.

The Company believes that the allegations contained in the
lawsuit are without merit, the Company revealed in a filing with
the Securities and Exchange Commission.


H.D. VEST: SEC Issues, Settles Admin. Cease-And-Desist Complaint
----------------------------------------------------------------
The Securities and Exchange Commission issued an Order
Instituting Administrative and Cease-and-Desist Proceedings
Pursuant to Section 8A of the Securities Act of 1933 and
Sections 15(b)(4) and 21C of the Securities Exchange Act of
1934, Making Findings, and Imposing Remedial Sanctions against
H.D. Vest Investment Securities, Inc. for firm-wide violations
relating to its sales of Class A and Class B mutual fund shares.  

The Commission simultaneously accepted an offer of settlement
from Vest in which it consents, without admitting or denying the
Commission's findings, to an Order that it shall cease and
desist from committing or causing any violations and any future
violations of Section 17(a)(2) of the Securities Act of 1933 and
Rule 10b-10 under the Securities Exchange Act of 1934.
     
In the Order, the Commission finds that Vest failed to deliver
mutual fund breakpoint discounts to certain customers on sales
of Class A mutual fund shares.  Breakpoint discounts are volume
discounts applied to the front-end load charged to investors who
purchase Class A mutual fund shares.  The extent of the discount
depends upon the amount the customer invested in a particular
mutual fund family.  According to data Vest submitted to NASD,
Vest is estimated to have failed to give certain customers
breakpoint discounts totaling approximately  $725,216 during
2001 and 2002.  The Order also finds that Vest failed to make
adequate disclosure to customers in connection with its sales of
large amounts ($100,000 or greater) of Class B mutual fund
shares.   

In recommending that certain customers purchase these shares,
Vest failed to adequately disclose that an equivalent investment
in Class A shares could yield a higher return as a result of
applicable breakpoint discounts and reduced ongoing expenses.
     
Based on the foregoing conduct, the Order censures and requires
Vest to pay a $725,216 civil penalty based on the estimated
amount of breakpoint overcharges, and a $691,812 civil penalty
based on its excess Class B share commissions.  Vest has agreed
to compensate the Class A share customers for the overcharges as
part of a companion settlement with NASD, and to undertake other
remedial measures.  

The Order also requires Vest to comply with certain
undertakings, including:  

     (1) providing heightened disclosures to its customers
         regarding the differences between share classes;

     (2) for those customers that bought Class B shares in
         amounts of $100,000 or more, offering to convert those
         customers' Class B shares to A shares; and

     (3) retaining an independent consultant to conduct a review
         of, and to provide recommendations concerning, Vest's
         Class B share policies and procedures.   


L90 INC.: Reaches Settlement For Securities Lawsuit in C.D. CA
--------------------------------------------------------------
Purchasers of the common stock of L90, Inc. during the period
from April 28, 2000 through and including and May 9, 2003,
inclusive, are eligible to receive a payment from a class action
Settlement resulting from a lawsuit involving L90 common stock.

The lawsuit claimed that Defendants misled investors by issuing
false and misleading information about L90's income and earnings
during the Class Period.  The Defendants deny they did anything
wrong.  The Court did not make any determination of the merits
of the claims or defenses, but both sides agreed to the
Settlement to avoid the risks, costs and uncertainties inherent
in the litigation.

The Settlement will provide $5 million to pay claims from L90
investors who purchased the company's common stock during the
Class Period.  The Defendants, members of their immediate
families and any entity in which a Defendant has a controlling
interest, are not Class Members.

The United States District Court for the Central District of
California authorized this Notice. The Court will hold a hearing
in this case on March 15, 2004, to decide whether to approve the
Settlement and the attorneys' fees and costs, so that the
benefits may be paid.

For more details, contact the Claims Administrator by Mail: L90,
Inc. Securities Litigation, c/o Berdon Claims Administration
LLC, P.O. Box 9014, Jericho, NY 11753-8914 by Phone:
(800) 766-3330 by Fax: (516) 931-0810 or visit the Website:
http://www.berdonllp.com/claims.


MLP GP: Reaches Settlement For CT Suit Over Newkirk Partnerships
----------------------------------------------------------------
MLP GP LLC reached a settlement for a lawsuit filed in the
Connecticut Superior Court by four limited partners of three
Newkirk Partnerships against, among others, the Company, the
partnerships' general partner and various of its affiliates.

The action alleges, among other things, the price paid to
non-accredited investors in connection with the exchange was
unfair and did not fairly compensate them for the value of their
partnership interests.  The complaint also alleges that the
exchange values assigned in the exchange to certain assets
contributed by the Company's affiliates of were too high in
comparison to the exchange values assigned to the Newkirk
partnerships, that the option arrangement relating to Newkirk's
potential acquisition in the future of T-Two Partners was unfair
to limited partners and that the disclosure document used in
connection with the exchange contained various
misrepresentations and/or omissions of material facts.  The
complaint seeks to have the action classified as a class action
as well as compensatory and punitive damages in an unspecified
amount.  

The defendants have denied and continue to deny the allegations
of the complaint.  In order to avoid the expenses, distractions
and uncertainties of litigation, the defendants entered into a
settlement agreement dated December 31, 2003 to settle the
litigation, which settlement agreement is subject to court
approval.  The settlement provides for the following material
terms:

     (1) the Newkirk Group will convey to unitholders of the
         Newkirk Partnerships who are unaffiliated with Newkirk
         and who received limited partnership units in the
         exchange, units in Newkirk equal to 1% of the
         outstanding units;

     (2) Newkirk will pay $1.5 million to an escrow agent for
         the benefit of unaffiliated unitholders; and

     (3) Newkirk will pay $2 million to an escrow agent for the
         benefit of unitholders of the Newkirk Partnerships who
         were entitled to receive cash in the Exchange.

In addition, Newkirk, in order to facilitate the settlement,
entered into an agreement with T-Two Partners and its
equityholders pursuant to which it has the right to acquire
substantially all of the assets of T-Two Partners or a 100%
ownership interest in T-Two Partners at any time between
November 24, 2006 and November 24, 2009.  

In addition, as part of the settlement agreement, defendants
have also agreed not to object to the payment of reasonable
attorneys fees expenses, and incentive awards to be paid from
the consideration payable under the settlement agreement.


MUTUAL FUNDS: 15 Firms To Pay $2.5 Million For Mutual Fund Fraud
----------------------------------------------------------------
The Securities and Exchange Commission (SEC) and NASD announced
enforcement and disciplinary actions against a total of 15 firms
for failure to deliver mutual fund breakpoint discounts during
2001 and 2002.  Breakpoint discounts are volume discounts
applicable to front-end sales charges on Class A mutual fund
shares (front-end loads).  SEC and NASD each brought cases
against a group of 7 firms, and NASD separately brought actions
against the other 8 firms.  

The 15 firms have agreed to compensate customers for the
overcharges, pay fines in an amount equal to their projected
overcharges that total over $21.5 million, and undertake other
corrective measures.  The SEC and NASD had previously determined
that many investors were not receiving correct breakpoint
discounts on their mutual fund purchases.  NASD directed
securities firms to conduct an assessment of their mutual fund
transactions, using a statistically significant sample of the
2001 and 2002 transactions.  

The assessments showed that most firms did not uniformly deliver
appropriate breakpoint discounts to customers.  Overall,
discounts were not delivered in about one of five eligible
transactions (eligible transactions were certain automated
purchase of Class A shares).  The average amount of overcharge
per transaction was $243, ranging up to $10,000.

Based on the self-assessment, NASD estimated that at least $86
million was owed to investors for 2001 and 2002 alone.  NASD
directed all firms to provide refunds to customers who were
overcharged, directed 446 firms to notify customers that they
may be due refunds and directed 174 firms to conduct a complete
review of individual transactions for possible missed
opportunities.  The firms named in today's enforcement actions
fell into two categories: those with higher than average failure
rates and high dollar amounts of total overcharges; and those
whose failure rates were significantly higher than average.

To resolve these actions, each of the 15 firms agreed to review
all front-end load mutual fund trades in excess of $2,500
conducted between January 1, 2001, and November 3, 2003; to
provide written notification of the firm's problem delivering
breakpoint discounts to each customer who purchased front-end
load mutual funds from January 1, 1999, through November 3,
2003, and advise these customers that they may be entitled to a
refund; to provide refunds where appropriate; and to pay a fine
equal to the amount of the firm's projected overcharges.

The names of the firms charged, fines to be paid (equal to
projected overcharges to customers), and projected rates of
missed breakpoints, are as follows:

Firms settling with the SEC and NASD in separate actions:

     (1) Wachovia Securities, LLC - $4,844,465; 28.77%

     (2) UBS Financial Services Inc. - $4,621,768; 30.03%

     (3) American Express Financial Advisors Inc. - $3,706,693;
         29.70%
     
     (4) Raymond James Financial Services, Inc. - $2,595,129;
         31.78%
     
     (5) Legg Mason Wood Walker, Inc. - $2,315,467; 34.61%

     (6) Linsco/Private Ledger Corporation - $2,232,805; 35.64%

     (7) H.D. Vest Investment Securities, Inc. - $ 725,216;
         33.39%

Firms settling with NASD only:

     (1) Bear, Stearns & Co. Inc. - $ 280,469; 52.00%

     (2) Lehman Brothers Inc. - $ 123,882; 59.96%

     (3) Cresap, Inc. - $ 99,458; 88.48%

     (4) SWS Financial Services - $ 66,468; 89.69%

     (5) Kirkpatrick, Pettis, Smith, Polian Inc. - $ 39,935;
         53.56%
     
     (6) Southwest Securities, Inc. - $ 36,971; 89.02%

     (7) David Lerner Associates, Inc. - $ 32,711; 64.88%

     (8) Brecek & Young Advisors, Inc. - $ 31,224; 53.74%
     
The SEC Orders find that the firms, by failing to disclose to
certain customers that they were not receiving the benefit of
applicable breakpoint discounts, violated Section 17(a)(2) of
the Securities Act of 1933.  The NASD made findings that the
firms violated NASD's just and equitable principles of trade
rule by failing to give customers the benefit of applicable
breakpoint discounts and by failing to disclose to those
customers that they were not receiving the benefit of applicable
discounts.   

In addition, the Commission charged six of the seven firms (all
but Raymond James Financial Services) with failing to disclose
on customer confirmations the remuneration the firms received in
connection with the front-end loads, in violation of Rule 10b-10
under the Securities Exchange Act of 1934.  H.D. Vest also
resolved charges by the Commission related to unsuitable sales
of Class B mutual fund shares.  The fine imposed on Cresap, Inc.
was reduced to $50,000 based on the firm's demonstrated
financial condition.
          
As described in the NASD and Commission settlements, when an
investor buys mutual fund shares with a front-end load, the
sales charge, or load, portion of the offering price is not
invested in the fund, but instead is paid to the fund's
principal underwriter or distributor.   When the purchase is
made through a broker-dealer, the fund's principal underwriter
or distributor pays a part of the front-end load amount to the
broker-dealer that sold the fund shares to the investor.  Mutual
funds that sell shares charging front-end loads usually offer
discounts at certain pre-determined levels of investment, which
are called breakpoints.  

Front-end loads and breakpoints can vary among funds within a
fund complex or across fund complexes.  For example, a mutual
fund might charge an investor 5.75 percent of the sales price
for purchases of less than $50,000, but reduce the sales charge
to 4.75 percent for investments between  $50,000 and $99,999.   
An investor can usually procure discounts on sales charges at
investment levels of $50,000, $100,000, $250,000, and $500,000.  
At the $1 million investment level, generally there is no sales
charge.  Investors may aggregate purchases in one or more
accounts to reach a breakpoint threshold.
          
The NASD and Commission Orders further state that broker-dealers
that sell mutual fund shares to retail customers must disclose
applicable breakpoint discount information to their customers
and must have procedures reasonably designed to ascertain
information necessary to determine the availability and
appropriate level of breakpoints.  A failure to do so can result
not only in the customer being deprived of a benefit to which he
or she is entitled, but also in the broker-dealer and registered
representative receiving increased commissions at the customer's
expense.
          
In addition to finding breakpoint violations, the Commission's
settled Order against H.D. Vest Investment Securities, Inc.
finds that the firm, in recommending that certain customers
purchase large amounts ($100,000 or greater) of Class B mutual
fund shares, failed to adequately disclose that an equivalent
investment in Class A shares could yield a higher return as a
result of applicable breakpoint discounts and reduced ongoing
expenses.  Among other things, the Order directs Vest to pay a
$691,812 fine based on its excess Class B share commissions, and
to offer the affected customers the opportunity to convert their
Class B shares to A shares.  Further, Vest agreed to retain an
independent consultant to conduct a review of, and make
recommendations regarding, the firm's Class B share policies and
procedures.   


NEWKIRK GROUP: Reaches Settlement For Derivative Lawsuit in TX
--------------------------------------------------------------
The Newkirk Group reached a settlement for a derivative action
commenced in the Dallas County Texas District Court by a limited
partner of Eastgar Associates, L.P. against the Company and the
general partners of Eastgar.

Newkirk owns a 60.5% limited partnership interest in Eastgar and
also controls the general partner of that partnership.  The
complaint alleges that the defendants have charged Eastgar
excessive management fees and have unfairly prevented Eastgar
from prepaying and refinancing its mortgage indebtedness.  The
complaint seeks compensatory and punitive damages in an
unspecified amount, attorneys' fees and expenses, an accounting,
and a declaration of the parties' future rights and obligations
regarding management fees and the refinancing of mortgage
indebtedness.

The defendants have denied and continue to deny the allegations
of the complaint.  In order to avoid the expenses, distraction
and uncertainties of litigation, the defendants entered into an
agreement to settle the litigation for a $137,500 payment by the
defendants other than Eastgar and to charge an asset management
fee of $35,000 per year, adjusted for changes in the Consumer
Price Index and as may be adjusted for extraordinary
circumstances by Eastgar's general partner.

After payment of court-approved attorneys' fees and expenses,
the remaining balance would be distributed to Eastgar's limited
partners other than Newkirk or its affiliates.  The settlement
also fixes the management fees to be charged to Eastgar, subject
to any changes that Eastgar may approve in the future consistent
with its fiduciary duty.  The settlement has been, as required,
approved by the trial court after notice to the limited partners
of Eastgar, and remains subject only to a potential appeal of
court approval prior to the close of the appeals period.


PERFORMANCE FOOD: SEC Commences Cease-And-Desist Proceedings
------------------------------------------------------------
The Securities and Exchange Commission issued an Order
Instituting Cease-and-Desist Proceedings, Making Findings and
Imposing a Cease-and-Desist Order Pursuant to Section 21C of the
Securities Exchange Act of 1934 against Performance Food Group
Company (PFG).   

Pursuant to its Offer of Settlement (Offer), which the
Commission accepted, PFG consented to the entry of the Order
without admitting or denying the findings contained therein.  In
accepting this Offer, the Commission considered remedial acts
promptly undertaken by PFG and cooperation afforded the
Commission staff.

The Order finds that, as part of its obligations as a public
reporting company, PFG files annual reports on Form 10-K and
quarterly reports on Form 10-Q.  On March 11, 2002, after the
market closed, PFG announced that it had identified accounting
errors in the financial statements of its subsidiary AFI
Foodservice Distributor, Inc. (AFI).  PFG initially reported
that the errors resulted in an overstatement of its net income
by $4 million to $5 million during 2000 and 2001.  After
conducting an internal investigation, PFG learned it had
overstated the company's net income by a total of $3.9 million
during 2000 and 2001.  As a result of these errors, PFG filed
materially inaccurate financial information in its Forms 10-Q
for the second and third quarters of 2000 and the first and
third quarters of 2001.

The company's inaccurate filings resulted primarily from the
actions of AFI's former executive vice-president and one-time
controller.  This individual caused repeated errors in AFI's
accounting system by recklessly failing to perform
reconciliations and making unwarranted adjusting entries to
force various accounts to balance.  These entries, in turn,
resulted in PFG's materially inaccurate Commission filings.  PFG
also contributed to the problem by, among other things, delaying
the implementation of an updated accounting system.

After identifying the problems, PFG restated its results for all
of 2000 and corrected its quarterly results for 2001 in its Form
10-K for the fiscal year ended December 31, 2001.  PFG also re-
issued its Forms 10-Q for 2001.   In addition, the company
terminated the employment of the executive vice-president;
implemented an updated, uniform accounting system, and improved
its internal controls by imposing more rigorous procedures and
hiring additional internal auditors.

On the basis of its findings and PFG's Offer, the Commission
ordered that PFG cease and desist from committing or causing any
violations and any future violations of reporting, books and
records and internal control provisions of the federal
securities laws (Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of
the Exchange Act and Rules 12b-20 and 13a-13 thereunder).  


PHARMERICA INC.: Discovery Proceeding in Hawaii Consumer Lawsuit
----------------------------------------------------------------
Discovery is ongoing in a class action filed against Pharmerica,
Inc. in Hawaii state court on behalf of consumers who allegedly
received "recycled" medications from a PharMerica institutional
pharmacy in Honolulu, Hawaii.

The plaintiffs allege that it was a deceptive trade practice
under Hawaii law to sell "recycled" medications (i.e.,
medications that had previously been dispensed and then returned
to the pharmacy) without disclosing that the medications were
"recycled."

In September 2003, the Hawaii Circuit Court heard and granted
the plaintiffs' motion to certify the case as a class action.  
The class consists of consumers who purchased drugs in product
lines in which recycling occurred, but those product lines have
not yet been identified.

It is the Company's position that the class members suffered no
harm and are not entitled to recover any damages.  The Company
is not aware of any evidence, or any specific claim, that any
particular class member received medications that were
ineffective because they had been "recycled."


PIP/USA INC.: Asks IL Court To Dismiss Most Claims in Fraud Suit
----------------------------------------------------------------
PIP/USA Inc. asked the Circuit Court of Cook County, Illinois,
Chancery Division to dismiss all but one clain in the
consolidated class action filed against it, sytled "Jessica
Fischer Schnebel, et al. v. PIP/USA, Inc., Case No. 03CH07239."

The consolidated amended complaint contains counts alleging
product liability, breach of the implied warranties of
merchantability and fitness for a particular purpose, violation
of the Illinois Consumer Fraud Act and third-party beneficiary
status.  Unspecified monetary damages, exemplary damages and
attorneys fees and costs are sought.

A motion seeking to dismiss all counts but the third-party
beneficiary claim has been filed and a ruling is expected by the
end of March 2004.


PIP/USA INC.: Pre-trial Conference Set For June 2004 in TX Court
----------------------------------------------------------------
Pretrial conference for the lawsuit filed against PIP/USA, Inc.,
styled "Marsha Dicken, et al. v. PIP/USA, Inc., et al., Case No.
2003-05588," is set for June 2004 in the District Court of
Harris County, Texas.

Plaintiffs purport to sue on behalf of themselves and an alleged
class of persons allegedly similarly situated for alleged strict
liability, breach of express warranty, breach of implied
warranties, violation of Section 402B of the Restatement
(Second) of Torts, negligence, misrepresentations, and violation
of Texas' Deceptive Trade Practices Act with respect to implant
products.  Plaintiffs seek an unspecified amount in alleged
compensatory damages, additional statutory damages, interest,
attorneys’ fees and costs.  

The lawsuit is in the discovery phase.  No order concerning
class certification has been entered.  The court has scheduled a
pretrial conference to be held in June 2004, and has specified
that a trial date will be set shortly thereafter.


POLY IMPLANTS: Case Management Hearing Set For May 5,2004 in CA
---------------------------------------------------------------
A case management hearing for the lawsuit filed against Poly
Implants Protheses, S.A. is set for May 5,2004 in the Superior
Court of San Luis Obispo County, California.  The Court is
expected to schedule a date to hear arguments for and against
class certification at the case management hearing.

The suit, styled "Salinas I. Landers, et al. v. Poly Implants
Protheses, S.A., et al., Case No. CV 030377," seeks unspecific
monetary damages, exemplary damages, attorneys' fees and costs
and injunctive relief for alleged breach of express warranty and
alleged violations of California's Song-Beverly Consumer
Warranty Act and Unfair Competition Law.

PIP.America filed a demurrer to the action, which was overruled
by the Court.  PIP.America has now filed an answer to the
complaint.  Plaintiffs have served Poly Implant Prostheses,
S.A., through the Hague convention, but that company has yet to
file a responsive pleading.  Plaintiffs are in the process of
moving for entry of default against Poly Implant Prostheses,
S.A.  


SCIENTIFIC-ATLANTA INC.: GA Court Mulls Motion To Dismiss Suit
--------------------------------------------------------------
The United States District Court for the Northern District of
Georgia is briefing Scientific-Atlanta, Inc.'s motion to dismiss
the amended consolidated class action, charging it with
violations of the Employee Retirement Income Security Act
(ERISA).

The action, as amended, was brought against the Company and
several of its officers and directors, alleging breaches of
fiduciary obligations to participants in Scientific-Atlanta's
401(k) plan.

On November 10, 2003, the court granted plaintiff's motion to
amend his complaint.  Plaintiff filed his amended complaint on
November 18, 2003 and the Company filed a motion to dismiss this
amended complaint on January 21, 2003.


SYCAMORE NETWORKS: Selected as Test Lawsuit in NY Securities MOU
----------------------------------------------------------------
The securities class action filed against Sycamore Networks,
Inc. has been selected as a test case in finalizing the
settlement of the consolidated securities class actions filed
against several hundred companies in the United States District
Court for the Southern District of New York.

Beginning on July 2, 2001, several purported class actions were
filed in the United States District Court for the Southern
District of New York against the Company, several of its
officers and directors and the underwriters for the Company's
initial public offering on October 21, 1999.  Some of the
complaints also include the underwriters for the Company's
follow-on offering on March 14, 2000.

The complaints were consolidated into a single action and an
amended complaint was filed on April 19, 2002.  The amended
complaint, which is the operative complaint, was filed on behalf
of persons who purchased the Company's common stock between
October 21, 1999 and December 6, 2000.  The amended complaint
alleges violations of the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended, primarily
based on the assertion that the Company's lead underwriters, the
Company and the other named defendants made material false and
misleading statements in the Company's Registration Statements
and Prospectuses filed with the SEC in October 1999 and March
2000 because of the failure to disclose:

     (1) the alleged solicitation and receipt of excessive and
         undisclosed commissions by the underwriters in
         connection with the allocation of shares of common
         stock to certain investors in the Company's public
         offerings and

     (2) that certain of the underwriters allegedly had entered
         into agreements with investors whereby underwriters
         agreed to allocate the public offering shares in
         exchange for which the investors agreed to make
         additional purchases of stock in the aftermarket at
         pre-determined prices.

The amended complaint alleges claims against the Company,
several of the Company's officers and directors and the
underwriters under Sections 11 and 15 of the Securities
Act.  It also alleges claims against the Company, the individual
defendants and the underwriters under Sections 10(b) and 20(a)
of the Securities Exchange Act.  The amended complaint seeks
damages in an unspecified amount.  

The action against the Company is being coordinated with
approximately three hundred other nearly identical actions filed
against other companies.  The actions seek damages in an
unspecified amount.  On October 9, 2002, the court dismissed the
Individual Defendants from the case without prejudice based upon
Stipulations of Dismissal filed by the plaintiffs and the
Individual Defendants.  The Company has approved a Memorandum of
Understanding (MOU) and related agreements which set forth the
terms of a proposed settlement between the Company and the
plaintiff class.

Among other provisions, the settlement contemplated by the MOU
provides for a release of the Company and the individual
defendants with respect to claims related to the conduct alleged
in the action to be wrongful.  Pursuant to the settlement
contemplated by the MOU, the Company would agree to undertake
certain responsibilities, including agreeing to assign to the
plaintiffs, and not otherwise assert or release, certain
potential claims the Company may have against its underwriters.
It is anticipated that any potential financial obligation of the
Company to plaintiffs pursuant to the terms of the MOU and
related agreements will be covered by existing insurance.
Therefore, the Company does not expect that the settlement will
involve any payment by the Company.

The MOU and related agreements are subject to a number of
contingencies, including the negotiation of a settlement
agreement and its approval by the Court.  The Company is unable
to determine whether or when a settlement will occur or
be finalized. In the event that a settlement is not finalized,
the Company is not currently able to estimate the possibility of
loss or range of loss, if any, relating to these claims.

Due to the large number of nearly identical actions, the Court
has ordered the parties to select up to twenty "test" cases.  To
date, along with six other cases, the Company's case has been
selected as one test case.  As a result, among other things, the
Company will be subject to discovery obligations and expenses in
the litigation, whereas non-test case issuer defendants will not
be subject to such obligations.   


TITAN CORPORATION: Faces SEC Probe Relating to Overseas Payments
----------------------------------------------------------------
Information technology firm Titan Corporation faces an
investigation from the United States Securities and Exchange
Commission (SEC), on whether the firm made illegal payments to
overseas consultants, the Associated Press reports.

In a statement, the Company said that it intended to fully
cooperate with the SEC, and that it knows of no unlawful
payments.  The Company has also launched its own internal
review.

Lockheed Martin, which in September announced its intention to
buy Titan, has requested that by its March 16 shareholders'
meeting, Titan supply it with all information relevant to the
probe, AP reports.  Titan said it "intends to cooperate fully
with Lockheed Martin in accordance with the terms of the
parties' merger agreement."

                  New Securities Fraud Cases

aaiPHARMA INC.: Schiffrin & Barroway Files Securities Suit in NC
----------------------------------------------------------------
Schiffrin & Barroway, LLP initiated a securities class action in
the United States District Court for the Eastern District of
North Carolina, Southern Division on behalf of all purchasers of
the common stock of aaiPharma Inc. (Nasdaq: AAII) from July 23,
2003 through February 4, 2004, inclusive.

The complaint charges aaiPharma, Philip S. Tabbiner, and William
L. Ginna, Jr. with violations of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934, and Rule 10b-5 promulgated
thereunder. More specifically, the complaint alleges that,
throughout the Class Period, defendants issued numerous
statements to the market concerning the Company's financial
results, which failed to disclose and/or misrepresented the
following adverse facts, among others:

     (1) that the Company's core business plan was
         deteriorating;

     (2) that the Company was unloading inventory onto
         wholesalers in order to make sales;

     (3) that the aforementioned practice was necessary because
         the Company needed to keep its stock price up in order
         to fend off a third-party suitor;

     (4) that the Company was improperly recognizing revenue, in
         violation of Generally Accepted Accounting Principles
         (GAAP), from sales that were not complete; and

     (5) as a result, the Company's financial results were
         materially inflated at all relevant times.

On February 5, 2004, aaiPharma announced that the Company
expected net revenues to be between $340 million and $355
million for 2004. Diluted earnings per share for 2004 were
expected to remain, as previously disclosed, between $1.45 and
$1.52. Based on current trends, milestones achieved and other
developments, the Company expected to generate earnings of $0.27
to $0.30 per diluted share during the first quarter of 2004.
Additionally, the Company announced that it was setting aside
money to pay for refunds on older medicines after an unusually
high return rate in the fourth quarter.

On news of this, shares of aaiPharma fell 23 percent, or $6.36
per share to close at $21.24 per share on extremely heavy
volume.

For more details, contact Marc A. Topaz or Stuart L. Berman by
Mail: Three Bala Plaza East, Suite 400, Bala Cynwyd, PA 19004 by
Phone: 1-888-299-7706 (toll free) or 1-610-667-7706 or by E-
mail: info@sbclasslaw.com


aaiPHARMA INC.: Cauley Geller Lodges Securities Suit in E.D. NC
---------------------------------------------------------------
Cauley Geller Bowman & Rudman, LLP initiated a securities class
action in the United States District Court for the Eastern
District of North Carolina, Southern Division, on behalf of
purchasers of aaiPharma, Inc. (Nasdaq: AAII) common stock during
the period between July 23, 2003 and February 4, 2004,
inclusive.

The complaint charges aaiPharma, Philip S. Tabbiner, and William
L. Ginna, Jr. with violations of Section 10(b) and 20(a) of the
Securities Exchange Act of 1934, and Rule 10b-5 promulgated
thereunder.  More specifically, the complaint alleges that,
throughout the Class Period, defendants issued numerous
statements to the market concerning the Company's financial
results, which failed to disclose and/or misrepresented the
following material adverse facts which were known to defendants
or recklessly disregarded by them:

     (1) that the Company's core business plan was
         deteriorating;

     (2) that the Company was unloading inventory onto
         wholesalers in order to make sales;

     (3) that the aforementioned practice was necessary because
         the Company needed to keep its stock price up in order
         to fend off a third party suitor;

     (4) that the Company was improperly recognizing revenue, in
         violation of Generally Accepted Accounting Principles
         (GAAP), from sales that were not complete; and

     (5) as a result, the Company's financial results were
         materially inflated at all relevant times.

On February 5, 2004, aaiPharma announced that the Company
expected net revenues to be between $340 million and $355
million for 2004. Diluted earnings per share for 2004 were
expected to remain, as previously disclosed, between $1.45 and
$1.52. Based on current trends, milestones achieved and other
developments, the Company expected to generate earnings of $0.27
to $0.30 per diluted share during the first quarter of 2004.
Additionally, the Company announced that it was setting aside
money to pay for refunds on older medicines after an unusually
high return rate in the fourth quarter.

On news of this, shares of aaiPharma fell 23 percent, or $6.36
per share to close at $21.24 per share on extremely heavy
volume.

For more details, contact Samuel H. Rudman, David A. Rosenfeld,
Chandra West, Jackie Addison or Heather Gann by Mail: P.O. Box
25438, Little Rock, AR 72221-5438 by Phone: 1-888-551-9944 by
Fax: 1-501-312-8505 or by E-mail: info@cauleygeller.com


EDWARD D. JONES: Stull Stull Launches Securities Suit in S.D. NY
----------------------------------------------------------------
Stull Stull & Brody initiated a securities class action in the
United States District Court for the Southern District of New
York, on behalf of all who purchased or otherwise acquired
shares or ownership units of Lord Abbett & Co., American Funds,
Federated Investors, Inc., Goldman Sachs Group Inc., Hartford
Mutual Funds Inc., Putnam Investments Family of Mutual Funds,
and Van Kampen Investments Family of Mutual Funds (collectively,
the "Mutual Funds") between January 25, 1999 and January 9,
2004, inclusive.

The Complaint charges that, throughout the Class Period,
defendants Edward D. Jones & Co., L.P. ("Edward Jones"), John W.
Bachmann, Douglas E. Hill, Michael R. Holmes, Richie L. Malone,
Steven Novik, Darryl L. Pope and Robert Virgil, Jr. violated
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934,
and Rule 10b-5 promulgated thereunder.

More specifically, the complaint alleges that defendants failed
to disclose and/or indicate, during the Class Period, that:

     (1) Edward Jones brokers entered into "revenue sharing"
         agreements with seven Mutual Fund companies;

     (2) Edward Jones exclusively trained its brokerage staff to
         sell the seven Mutual Funds that entered into "revenue
         sharing" agreements with Edward Jones;

     (3) Edward Jones discouraged its brokers from contacting
         and selling other mutual funds where no "revenue
         sharing" agreement had been made with Edward Jones; and

     (4) Edward Jones brokers and representatives received extra
         compensation when they sold any of the seven Mutual
         Funds to Class Members.

The full extent of defendants' fraudulent scheme was finally
revealed on January 9, 2004, when The Wall Street Journal
published an article that disclosed Edward Jones' scheme. More
specifically, the article stated that when training its brokers
in fund sales, Edward Jones gave them information almost
exclusively about the seven "preferred" Mutual Funds. Bonuses
for brokers depend in part on selling the preferred Mutual
Funds, and Edward Jones generally discouraged contact between
brokers and sales representatives from rival funds. But while
revenue sharing and related incentives were familiar to industry
insiders, Edward Jones did not tell customers about any of these
arrangements.

For more details, contact Tzivia Brody by Mail: 6 East 45
Street, New York, NY 10017 by Phone: 1-800-337-4983 by Fax:
212-490-2022 by E-mail: SSBNY@aol.com or visit the firm's
Website: http://www.ssbny.com


FRANKLIN RESOURCES: Glancy Binkow Lodges Securities Suit in CA
--------------------------------------------------------------
Glancy Binkow & Goldberg LLP initiated a securities class action
in the United States District Court for the Northern District of
California on behalf of a class consisting of all persons or
entities who purchased or otherwise acquired mutual funds in the
Franklin family of funds operated by Franklin Resources, Inc.
(NYSE:BEN - News) and its subsidiaries, between February 6, 1999
and February 4, 2004, inclusive.

The Complaint charges, among others, Franklin Resources Inc. and
certain of its affiliates, Security Brokerage Inc. (``SBI''),
Daniel G. Calugar (``Calugar'') and DCIP, L.P. (``DCIP'') with
violations of federal securities laws.  The complaint alleges
that during the Class Period certain of the defendants failed to
disclose that they improperly allowed certain favored investors,
including Calugar, SBI and DCIP, to engage in ``market timing''
- short-term, in-and-out trading of the Funds' securities - to
the detriment of other Franklin Funds investors who paid,
dollar-for-dollar, for the improper profits made by Calugar,
SBI, and DCIP.  The complaint alleges that these improper
practices were undisclosed in the Funds' prospectuses, which
represented that the Funds actively deter ``timing.''

The Funds, and the symbols for the respective Funds named below,
are:

(1) Franklin AGE High Income Fund AGEFX, FAHAX,
         FHIBX, FRAIX, FAHRX
    
     (2) Franklin Adjustable U.S. Government Securities Fund
         FISAX, FCSCX
    
     (3) Franklin Aggressive Growth Fund FGRAX, FRAAX, FKABX,
         FKACX, FKARX
    
     (4) Franklin Alabama Tax-Free Income Fund FRALX, FALEX
    
     (5) Franklin Arizona Tax-Free Income Fund FTAZX, FBAZX,
         FAZIX
    
     (6) Franklin AGE High Income Fund AGEFX, FAHAX, FHIBX,
         FRAIX, FAHRX
    
     (7) Franklin Adjustable U.S. Government Securities Fund
         FISAX, FCSCX
    
     (8) Franklin Aggressive Growth Fund FGRAX, FRAAX, FKABX,
         FKACX, FKARX
    
     (9) Franklin Alabama Tax-Free Income Fund FRALX, FALEX
    
    (10) Franklin Arizona Tax-Free Income Fund FTAZX, FBAZX,
         FAZIX
    
    (11) Franklin Balance Sheet Investment Fund FRBSX, FBSAX,
         FBSBX, FCBSX, FBSRX
    
    (12) Franklin Biotechnology Discovery Fund FBDIX

    (13) Franklin Blue Chip Fund FKBCX, FKBBX, FBCCX,
         FBCRX
    
    (14) Franklin California High Yield Municipal Fund FCAMX,
         FBCAX, FCAHX
    
    (15) Franklin California Insured Tax-Free Income Fund FRCIX,
         FRCBX, FRCAX
    
    (16) Franklin California Intermediate-Term Tax-Free Income
         Fund FKCIX
    
    (17) Franklin California Limited Term Tax-Free Income Fund
    
    (18) Franklin California Tax-Exempt Money Fund FCLXX
    
    (19) Franklin California Tax-Free Income Fund FKTFX, FCAVX,
         FCABX, FRCTX
    
    (20) Franklin Capital Growth Fund FKREX, FEACX,
         FKEQX, FREQX, FKIRX
    (21) Franklin Colorado Tax-Free Income Fund FRCOX, FCOIX
    
    (22) Franklin Connecticut Tax-Free Income Fund FXCTX, FCTIX
    
    (23) Franklin Convertible Securities Fund FISCX, FROTX
    
    (24) Franklin Double Tax-Free Income Fund FPRTX, FPRIX
    
    (25) Franklin DynaTech Fund FKDNX, (Nasdaq: FDNBX, FDYNX
    
    (26) Franklin Equity Income Fund FISEX, FBEIX,
         FRETX, FREIX
    
    (27) Franklin Federal Intermediate-Term Tax-Free Income Fund
         FKITX
    
    (28) Franklin Federal Limited Term Tax-Free Income Fund    
         FFTFX
    
    (29) Franklin Federal Money Fund FMNXX
    
    (30) Franklin Federal Tax-Free Income Fund FKTIX, FAFTX,
         FFTBX, FRFTX
    
    (31) Franklin Flex Cap Growth Fund FKCGX, FKCBX,
         FCIIX, FRCGX
    
    (32) Franklin Floating Rate Daily Access Fund FAFRX, FBFRX,
         FCFRX
    
    (33) Franklin Floating Rate Trust XFFLX
    
    (34) Franklin Florida Insured Tax-Free Income Fund FFLTX
    
    (35) Franklin Florida Tax-Free Income Fund FRFLX, FRFBX,
         FRFIX
    
    (36) Franklin Georgia Tax-Free Income Fund FTGAX, FGAIX
    
    (37) Franklin Global Aggressive Growth Fund
    
    (38) Franklin Global Communications Fund FRGUX
    
    (39) Franklin Global Growth Fund
    
    (40) Franklin Global Health Care Fund FKGHX, FGHBX,
         FGIIX
    
    (41) Franklin Gold and Precious Metals Fund FKRCX, FGADX,
         FAGPX, FRGOX
    
    (42) Franklin Growth Fund FKGRX, FCGAX, FKGBX,
         FRGSX, FGSRX
    
    (43) Franklin High Yield Tax-Free Income Fund FRHIX, FYIBX,
         FHYIX
    
    (44) Franklin Income Fund FKINX, FRIAX, FBICX,
         FICBX, FCISX, FISRX
    
    (45) Franklin Insured Tax-Free Income Fund FTFIX, FBITX,
         FRITX
    
    (46) Franklin Kentucky Tax-Free Income Fund FRKYX
    
    (47) Franklin Large Cap Growth Fund FKGAX, FRGAX,
         FKGCX, FRLGX
    
    (48) Franklin Large Cap Value Fund FLVAX, FBLCX,
         FLCVX, FLCRX
    
    (49) Franklin Louisiana Tax-Free Income Fund FKLAX, FLAIX
    
    (50) Franklin Maryland Tax-Free Income Fund FMDTX, FMDIX
    
    (51) Franklin Massachusetts Insured Tax-Free Income Fund     
         FMISX, FMAIX
    
    (52) Franklin Michigan Insured Tax-Free Income Fund FTTMX,
         FBMIX, FRMTX
    
    (53) Franklin MicroCap Value Fund FRMCX
    
    (54) Franklin Minnesota Insured Tax-Free Income Fund FMINX,
         FMNIX
     
    (55) Franklin Missouri Tax-Free Income Fund FRMOX, FMOIX
    
    (56) Franklin Money Fund FMFXX
    
    (57) Franklin Natural Resources Fund  FRNRX, FNRAX
    
    (58) Franklin New Jersey Tax-Free Income Fund  FRNJX,
         FNJBX, FNIIX
    
    (59) Franklin New York Insured Tax-Free Income Fund  FRNYX,
         FNYKX
    
    (60) Franklin New York Intermediate-Term Tax-Free Income    
         Fund FKNIX
    
    (61) Franklin New York Limited Term Tax-Free Income Fund
    
    (62) Franklin New York Tax-Exempt Money Fund  FRNXX
    
    (63) Franklin New York Tax-Free Income Fund  FNYTX, FNYAX,
         FTFBX, FNYIX

    (64) Franklin North Carolina Tax-Free Income Fund  
FXNCX,      
         (Nasdaq: FNCIX)
    
    (65) Franklin Ohio Insured Tax-Free Income Fund  FTOIX,
         FBOIX, FOITX
    
    (66) Franklin Oregon Tax-Free Income Fund  FRORX, FORIX
    
    (67) Franklin Pennsylvania Tax-Free Income Fund  FRPAX,
         FBPTX, FRPTX
    
    (68) Franklin Real Estate Securities Fund  FREEX, FRLAX,
         FBREX, FRRSX
    
    (69) Franklin Rising Dividends Fund  FRDPX, FRDBX,
         FRDTX, FRDRX
    
    (70) Franklin Short-Intermediate U.S. Government Securities  
         Fund FRGVX, FSUAX
    
    (71) Franklin Small Cap Growth Fund II  FSGRX, FSSAX,
         FBSGX, FCSGX, FSSRX
    
    (72) Franklin Small Cap Value Fund FRVLX, FVADX,
         FBVAX, FRVFX, FVFRX
    
    (73) Franklin Small-Mid Cap Growth Fund  FRSGX, FSGAX,
         FBSMX, FRSIX, FSMRX
    
    (74) Franklin Strategic Income Fund  FRSTX, FKSAX,
         FKSBX, FSGCX), FKSRX
    
    (75) Franklin Strategic Mortgage Portfolio  FSMIX
    
    (76) Franklin Tax-Exempt Money Fund  FTMXX
    
    (77) Franklin Technology Fund  FTCAX, FRTCX,
         FFTCX, FTERX
    
    (78) Franklin Templeton Conservative Target Fund  FTCIX,
         FTCCX, FTCRX
    
    (79) Franklin Templeton CoreFolio Allocation Fund  FTCOX
    
    (80) Franklin Templeton Founding Funds Allocation Fund    
         FFALX, FFABX, FFACX
    
    (81) Franklin Templeton Growth Target Fund  FGTIX, FTGTX,
         FGTRX
    
    (82) Franklin Templeton Hard Currency Fund  ICPHX
    
    (83) Franklin Templeton Moderate Target Fund  FMTIX, FTMTX,
         FTMRX
    
    (84) Franklin Templeton Money Fund  FMBXX, FRIXX,
         FMRXX
    
    (85) Franklin Tennessee Municipal Bond Fund  FRTIX
    
    (86) Franklin Texas Tax-Free Income Fund  FTXTX, FTXIX
    
    (87) Franklin Total Return Fund FKBAX, FBDAX,
         FBTLX, FCTLX, FTRRX
    
    (88) Franklin U.S. Government Securities Fund FKUSX, FUSAX,
         FUGBX, FRUGX, FUSRX
    
    (89) Franklin U.S. Long-Short Fund FUSLX
    
    (90) Franklin Utilities Fund   FKUTX, FRUAX,
         FRUBX, FRUSX, FRURX
    
    (91) Franklin Virginia Tax-Free Income Fund  FRVAX, FVAIX
    
    (92) Templeton China World Fund  TCWAX, TACWX
    
    (93) Templeton Developing Markets Trust  TEDMX, TDADX,
         TDMBX, TDMTX, TDMRX
    
    (94) Templeton Foreign Fund  TEMFX, TFFAX, TFRBX,
         TEFTX, TEFRX
    
    (95) Templeton Foreign Smaller Companies Fund  FINEX,
         FTFAX, FCFSX
    
    (96) Templeton Global Bond Fund  TPINX, TGBAX,
         TEGBX
    
    (97) Templeton Global Long-Short Fund  TLSAX, TLSBX
    
    (98) Templeton Global Opportunities Trust   TEGOX, TEGPX
    
    (99) Templeton Global Smaller Companies Fund, Inc.  TEMGX,
         TGSAX, TESGX
    
   (100) Templeton Growth Fund, Inc.  TEPLX, TGADX,
         TMGBX, TEGTX, TEGRX
    
   (101) Templeton International (Ex EM) Fund   TEGEX, TGEFX
    
   (102) Templeton Latin America Fund  TELAX, TLAAX,
         TLAIX
    
   (103) Templeton Pacific Growth Fund  FKPGX, FPGCX
    
   (104) Templeton World Fund  TEMWX, TWDBX, TEWTX
    
   (105) Mutual Beacon Fund  TEBIX, TEBBX, TEMEX,
         BEGRX
    
   (106) Mutual Discovery Fund  TEDIX, TEDBX, TEDSX,
         TEDRX, MDISX
    
   (107) Mutual European Fund  TEMIX, TEUBX, TEURX,
         MEURX
    
   (108) Mutual Financial Services Fund  TFSIX, TBFSX,
         TMFSX, TEFAX
    
   (109) Mutual Qualified Fund TEQIX, TEBQX, TEMQX,
         MQIFX
    
   (110) Mutual Recovery Fund  FMRVX
    
   (111) Mutual Shares Fund  TESIX, FMUBX, TEMTX, TESRX, MUTHX

For more details, contact Michael Goldberg by Mail: 1801 Avenue
of the Stars, Suite 311, Los Angeles, California 90067, by
Phone: (310) 201-9161 or (888) 773-9224 or by E-mail:
info@glancylaw.com or visit the firm's Website: http://
www.glancylaw.com


FRANKLIN RESOURCES: Emerson Poynter Lodges Securities Suit in CA
----------------------------------------------------------------
Emerson Poynter LLP initiated a securities class action in the
United States District of the Northern District of California on
February 12, 2004, on behalf of purchasers of Franklin AGE High
Income Fund (Nasdaq:AGEFX), (Nasdaq:FAHAX), (Nasdaq:FHIBX),
(Nasdaq:FRAIX), (Nasdaq:FAHRX); Franklin Adjustable U.S.
Government Securities Fund (Nasdaq:FISAX), (Nasdaq:FCSCX);
Franklin Alabama Tax-Free Income Fund (Nasdaq:FRALX),
(Nasdaq:FALEX); Franklin Arizona Tax-Free Income Fund
(Nasdaq:FTAZX), (Nasdaq:FAZIX); and other securities of the
Franklin family of funds (the ``Funds'') operated by Franklin
Resources, Inc. (NYSE:BEN) and its subsidiaries between February
6, 1999 and February 4, 2004, inclusive (the ``Class Period''),
seeking remedies under the Securities Exchange Act of 1934, the
Securities Act of 1933 and the Investment Advisers Act of 1940.

The action, case number C 04 0598, is pending in the United
States District Court for the Northern District of California
against defendants Franklin Resources, Inc.; Franklin Advisers,
Inc; Templeton/Franklin Investment Services, Inc.; Franklin
Private Client Services, Inc.; Franklin Mutual Advisers, LLC;
Williams Post; Security Brokerage, Inc. (``SBI''); Daniel G.
Calugar (``Calugar''), DCIP, L.P. (``DCIP''); Franklin Templeton
Strategic Growth Fund, L.P.; each of the Franklin mutual funds
and their registrants, and John Does 1-100.

The Complaint alleges that defendants violated Sections 11 and
15 of the Securities Act of 1933; Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934, and Rule 10b-5 promulgated
thereunder; and Section 206 of the Investment Advisers Act of
1940. The Complaint charges that, throughout the Class Period,
certain of the defendants failed to disclose that they
improperly allowed certain favored investors, including Calugar,
SBI, and DCIP, to engage in ``timing'' of the Funds' securities.
Timing is excessive, arbitrage trading undertaken to turn a
quick profit and which ordinary investors are told that the
funds police. Timing injures ordinary mutual fund investors -
who are not allowed to engage in such practices -- and is
acknowledged as improper practices by the Funds. In return for
receiving extra fees from Calugar, SBI, and DCIP, and other
favored investors, Franklin Resources and its affiliates allowed
and facilitated timing activities in the Funds, to the detriment
of class members who paid, dollar for dollar, for the improper
profits made by Calugar, SBI, and DCIP. These practices were
undisclosed in the prospectuses of the Funds, which falsely
represented that the Funds actively police against timing and
that premature redemptions will be assessed a charge.

The Funds, and the symbols for the respective Funds named below,
are:

     (1) Franklin AGE High Income Fund AGEFX, FAHAX,
         FHIBX, FRAIX, FAHRX
    
     (2) Franklin Adjustable U.S. Government Securities Fund
         FISAX, FCSCX
    
     (3) Franklin Aggressive Growth Fund FGRAX, FRAAX, FKABX,
         FKACX, FKARX
    
     (4) Franklin Alabama Tax-Free Income Fund FRALX, FALEX
    
     (5) Franklin Arizona Tax-Free Income Fund FTAZX, FBAZX,
         FAZIX
    
     (6) Franklin AGE High Income Fund AGEFX, FAHAX, FHIBX,
         FRAIX, FAHRX
    
     (7) Franklin Adjustable U.S. Government Securities Fund
         FISAX, FCSCX
    
     (8) Franklin Aggressive Growth Fund FGRAX, FRAAX, FKABX,
         FKACX, FKARX
    
     (9) Franklin Alabama Tax-Free Income Fund FRALX, FALEX
    
    (10) Franklin Arizona Tax-Free Income Fund FTAZX, FBAZX,
         FAZIX
    
    (11) Franklin Balance Sheet Investment Fund FRBSX, FBSAX,
         FBSBX, FCBSX, FBSRX
    
    (12) Franklin Biotechnology Discovery Fund FBDIX

    (13) Franklin Blue Chip Fund FKBCX, FKBBX, FBCCX,
         FBCRX
    
    (14) Franklin California High Yield Municipal Fund FCAMX,
         FBCAX, FCAHX
    
    (15) Franklin California Insured Tax-Free Income Fund FRCIX,
         FRCBX, FRCAX
    
    (16) Franklin California Intermediate-Term Tax-Free Income
         Fund FKCIX
    
    (17) Franklin California Limited Term Tax-Free Income Fund
    
    (18) Franklin California Tax-Exempt Money Fund FCLXX
    
    (19) Franklin California Tax-Free Income Fund FKTFX, FCAVX,
         FCABX, FRCTX
    
    (20) Franklin Capital Growth Fund FKREX, FEACX,
         FKEQX, FREQX, FKIRX
    (21) Franklin Colorado Tax-Free Income Fund FRCOX, FCOIX
    
    (22) Franklin Connecticut Tax-Free Income Fund FXCTX, FCTIX
    
    (23) Franklin Convertible Securities Fund FISCX, FROTX
    
    (24) Franklin Double Tax-Free Income Fund FPRTX, FPRIX
    
    (25) Franklin DynaTech Fund FKDNX, (Nasdaq: FDNBX, FDYNX
    
    (26) Franklin Equity Income Fund FISEX, FBEIX,
         FRETX, FREIX
    
    (27) Franklin Federal Intermediate-Term Tax-Free Income Fund
         FKITX
    
    (28) Franklin Federal Limited Term Tax-Free Income Fund    
         FFTFX
    
    (29) Franklin Federal Money Fund FMNXX
    
    (30) Franklin Federal Tax-Free Income Fund FKTIX, FAFTX,
         FFTBX, FRFTX
    
    (31) Franklin Flex Cap Growth Fund FKCGX, FKCBX,
         FCIIX, FRCGX
    
    (32) Franklin Floating Rate Daily Access Fund FAFRX, FBFRX,
         FCFRX
    
    (33) Franklin Floating Rate Trust XFFLX
    
    (34) Franklin Florida Insured Tax-Free Income Fund FFLTX
    
    (35) Franklin Florida Tax-Free Income Fund FRFLX, FRFBX,
         FRFIX
    
    (36) Franklin Georgia Tax-Free Income Fund FTGAX, FGAIX
    
    (37) Franklin Global Aggressive Growth Fund
    
    (38) Franklin Global Communications Fund FRGUX
    
    (39) Franklin Global Growth Fund
    
    (40) Franklin Global Health Care Fund FKGHX, FGHBX,
         FGIIX
    
    (41) Franklin Gold and Precious Metals Fund FKRCX, FGADX,
         FAGPX, FRGOX
    
    (42) Franklin Growth Fund FKGRX, FCGAX, FKGBX,
         FRGSX, FGSRX
    
    (43) Franklin High Yield Tax-Free Income Fund FRHIX, FYIBX,
         FHYIX
    
    (44) Franklin Income Fund FKINX, FRIAX, FBICX,
         FICBX, FCISX, FISRX
    
    (45) Franklin Insured Tax-Free Income Fund FTFIX, FBITX,
         FRITX
    
    (46) Franklin Kentucky Tax-Free Income Fund FRKYX
    
    (47) Franklin Large Cap Growth Fund FKGAX, FRGAX,
         FKGCX, FRLGX
    
    (48) Franklin Large Cap Value Fund FLVAX, FBLCX,
         FLCVX, FLCRX
    
    (49) Franklin Louisiana Tax-Free Income Fund FKLAX, FLAIX
    
    (50) Franklin Maryland Tax-Free Income Fund FMDTX, FMDIX
    
    (51) Franklin Massachusetts Insured Tax-Free Income Fund     
         FMISX, FMAIX
    
    (52) Franklin Michigan Insured Tax-Free Income Fund FTTMX,
         FBMIX, FRMTX
    
    (53) Franklin MicroCap Value Fund FRMCX
    
    (54) Franklin Minnesota Insured Tax-Free Income Fund FMINX,
         FMNIX
     
    (55) Franklin Missouri Tax-Free Income Fund FRMOX, FMOIX
    
    (56) Franklin Money Fund FMFXX
    
    (57) Franklin Natural Resources Fund  FRNRX, FNRAX
    
    (58) Franklin New Jersey Tax-Free Income Fund  FRNJX,
         FNJBX, FNIIX
    
    (59) Franklin New York Insured Tax-Free Income Fund  FRNYX,
         FNYKX
    
    (60) Franklin New York Intermediate-Term Tax-Free Income    
         Fund FKNIX
    
    (61) Franklin New York Limited Term Tax-Free Income Fund
    
    (62) Franklin New York Tax-Exempt Money Fund  FRNXX
    
    (63) Franklin New York Tax-Free Income Fund  FNYTX, FNYAX,
         FTFBX, FNYIX

    (64) Franklin North Carolina Tax-Free Income Fund  
FXNCX,      
         (Nasdaq: FNCIX)
    
    (65) Franklin Ohio Insured Tax-Free Income Fund  FTOIX,
         FBOIX, FOITX
    
    (66) Franklin Oregon Tax-Free Income Fund  FRORX, FORIX
    
    (67) Franklin Pennsylvania Tax-Free Income Fund  FRPAX,
         FBPTX, FRPTX
    
    (68) Franklin Real Estate Securities Fund  FREEX, FRLAX,
         FBREX, FRRSX
    
    (69) Franklin Rising Dividends Fund  FRDPX, FRDBX,
         FRDTX, FRDRX
    
    (70) Franklin Short-Intermediate U.S. Government Securities  
         Fund FRGVX, FSUAX
    
    (71) Franklin Small Cap Growth Fund II  FSGRX, FSSAX,
         FBSGX, FCSGX, FSSRX
    
    (72) Franklin Small Cap Value Fund FRVLX, FVADX,
         FBVAX, FRVFX, FVFRX
    
    (73) Franklin Small-Mid Cap Growth Fund  FRSGX, FSGAX,
         FBSMX, FRSIX, FSMRX
    
    (74) Franklin Strategic Income Fund  FRSTX, FKSAX,
         FKSBX, FSGCX), FKSRX
    
    (75) Franklin Strategic Mortgage Portfolio  FSMIX
    
    (76) Franklin Tax-Exempt Money Fund  FTMXX
    
    (77) Franklin Technology Fund  FTCAX, FRTCX,
         FFTCX, FTERX
    
    (78) Franklin Templeton Conservative Target Fund  FTCIX,
         FTCCX, FTCRX
    
    (79) Franklin Templeton CoreFolio Allocation Fund  FTCOX
    
    (80) Franklin Templeton Founding Funds Allocation Fund    
         FFALX, FFABX, FFACX
    
    (81) Franklin Templeton Growth Target Fund  FGTIX, FTGTX,
         FGTRX
    
    (82) Franklin Templeton Hard Currency Fund  ICPHX
    
    (83) Franklin Templeton Moderate Target Fund  FMTIX, FTMTX,
         FTMRX
    
    (84) Franklin Templeton Money Fund  FMBXX, FRIXX,
         FMRXX
    
    (85) Franklin Tennessee Municipal Bond Fund  FRTIX
    
    (86) Franklin Texas Tax-Free Income Fund  FTXTX, FTXIX
    
    (87) Franklin Total Return Fund FKBAX, FBDAX,
         FBTLX, FCTLX, FTRRX
    
    (88) Franklin U.S. Government Securities Fund FKUSX, FUSAX,
         FUGBX, FRUGX, FUSRX
    
    (89) Franklin U.S. Long-Short Fund FUSLX
    
    (90) Franklin Utilities Fund   FKUTX, FRUAX,
         FRUBX, FRUSX, FRURX
    
    (91) Franklin Virginia Tax-Free Income Fund  FRVAX, FVAIX
    
    (92) Templeton China World Fund  TCWAX, TACWX
    
    (93) Templeton Developing Markets Trust  TEDMX, TDADX,
         TDMBX, TDMTX, TDMRX
    
    (94) Templeton Foreign Fund  TEMFX, TFFAX, TFRBX,
         TEFTX, TEFRX
    
    (95) Templeton Foreign Smaller Companies Fund  FINEX,
         FTFAX, FCFSX
    
    (96) Templeton Global Bond Fund  TPINX, TGBAX,
         TEGBX
    
    (97) Templeton Global Long-Short Fund  TLSAX, TLSBX
    
    (98) Templeton Global Opportunities Trust   TEGOX, TEGPX
    
    (99) Templeton Global Smaller Companies Fund, Inc.  TEMGX,
         TGSAX, TESGX
    
   (100) Templeton Growth Fund, Inc.  TEPLX, TGADX,
         TMGBX, TEGTX, TEGRX
    
   (101) Templeton International (Ex EM) Fund   TEGEX, TGEFX
    
   (102) Templeton Latin America Fund  TELAX, TLAAX,
         TLAIX
    
   (103) Templeton Pacific Growth Fund  FKPGX, FPGCX
    
   (104) Templeton World Fund  TEMWX, TWDBX, TEWTX
    
   (105) Mutual Beacon Fund  TEBIX, TEBBX, TEMEX,
         BEGRX
    
   (106) Mutual Discovery Fund  TEDIX, TEDBX, TEDSX,
         TEDRX, MDISX
    
   (107) Mutual European Fund  TEMIX, TEUBX, TEURX,
         MEURX
    
   (108) Mutual Financial Services Fund  TFSIX, TBFSX,
         TMFSX, TEFAX
    
   (109) Mutual Qualified Fund TEQIX, TEBQX, TEMQX,
         MQIFX
    
   (110) Mutual Recovery Fund  FMRVX
    
   (111) Mutual Shares Fund  TESIX, FMUBX, TEMTX, TESRX, MUTHX

For more details, contact Tanya R. Autry in the Shareholder
Relations Department by Phone: 1-800-663-9817 or by E-mail:
shareholder@emersonfirm.com.


FRANKLIN RESOURCES: Rabin Murray Lodges Securities Lawsuit in CA
----------------------------------------------------------------
Rabin, Murray & Frank LLP initiated a securities class action in
the United States District of the Northern District of
California on February 12, 2004, on behalf of purchasers of
Franklin Global Health Care Fund (Nasdaq:FGHBX), (Nasdaq:FGIIX);
Franklin Growth Fund (Nasdaq:FCGAX), (Nasdaq:FKGBX),
(Nasdaq:FRGSX), (Nasdaq:FGSRX); Franklin Income Fund
(Nasdaq:FRIAX), (Nasdaq:FBICX), (Nasdaq:FICBX), (Nasdaq:FCISX),
(Nasdaq:FISRX); Templeton Global Opportunities Trust
(Nasdaq:TEGPX); and other securities of the Franklin family of
funds (the "Funds") operated by Franklin Resources, Inc.
(NYSE:BEN) and its subsidiaries between February 6, 1999 and
February 4, 2004, inclusive, seeking remedies under the
Securities Exchange Act of 1934, the Securities Act of 1933 and
the Investment Advisers Act of 1940.

The action, case number C 04 0598, is pending in the United
States District Court for the Northern District of California
against defendants Franklin Resources, Inc.; Franklin Advisers,
Inc; Templeton/Franklin Investment Services, Inc.; Franklin
Private Client Services, Inc.; Franklin Mutual Advisers, LLC;
Williams Post; Security Brokerage, Inc. (``SBI''); Daniel G.
Calugar (``Calugar''), DCIP, L.P. (``DCIP''); Franklin Templeton
Strategic Growth Fund, L.P.; each of the Franklin mutual funds
and their registrants, and John Does 1-100.

The Complaint alleges that defendants violated Sections 11 and
15 of the Securities Act of 1933; Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934, and Rule 10b-5 promulgated
thereunder; and Section 206 of the Investment Advisers Act of
1940.  The Complaint charges that, throughout the Class Period,
certain of the defendants failed to disclose that they
improperly allowed certain favored investors, including Calugar,
SBI, and DCIP, to engage in ``timing'' of the Funds' securities.

Timing is excessive, arbitrage trading undertaken to turn a
quick profit and which ordinary investors are told that the
funds police.  Timing injures ordinary mutual fund investors --
who are not allowed to engage in such practices -- and is
acknowledged as improper practices by the Funds.  In return for
receiving extra fees from Calugar, SBI, and DCIP, and other
favored investors, Franklin Resources and its affiliates allowed
and facilitated timing activities in the Funds, to the detriment
of class members who paid, dollar for dollar, for the improper
profits made by Calugar, SBI, and DCIP.  These practices were
undisclosed in the prospectuses of the Funds, which falsely
represented that the Funds actively police against timing and
that premature redemptions will be assessed a charge.

The Funds, and the symbols for the respective Funds named below,
are as follows:

     (1) Franklin AGE High Income Fund AGEFX, FAHAX,
         FHIBX, FRAIX, FAHRX
    
     (2) Franklin Adjustable U.S. Government Securities Fund
         FISAX, FCSCX
    
     (3) Franklin Aggressive Growth Fund FGRAX, FRAAX, FKABX,
         FKACX, FKARX
    
     (4) Franklin Alabama Tax-Free Income Fund FRALX, FALEX
    
     (5) Franklin Arizona Tax-Free Income Fund FTAZX, FBAZX,
         FAZIX
    
     (6) Franklin AGE High Income Fund AGEFX, FAHAX, FHIBX,
         FRAIX, FAHRX
    
     (7) Franklin Adjustable U.S. Government Securities Fund
         FISAX, FCSCX
    
     (8) Franklin Aggressive Growth Fund FGRAX, FRAAX, FKABX,
         FKACX, FKARX
    
     (9) Franklin Alabama Tax-Free Income Fund FRALX, FALEX
    
    (10) Franklin Arizona Tax-Free Income Fund FTAZX, FBAZX,
         FAZIX
    
    (11) Franklin Balance Sheet Investment Fund FRBSX, FBSAX,
         FBSBX, FCBSX, FBSRX
    
    (12) Franklin Biotechnology Discovery Fund FBDIX

    (13) Franklin Blue Chip Fund FKBCX, FKBBX, FBCCX,
         FBCRX
    
    (14) Franklin California High Yield Municipal Fund FCAMX,
         FBCAX, FCAHX
    
    (15) Franklin California Insured Tax-Free Income Fund FRCIX,
         FRCBX, FRCAX
    
    (16) Franklin California Intermediate-Term Tax-Free Income
         Fund FKCIX
    
    (17) Franklin California Limited Term Tax-Free Income Fund
    
    (18) Franklin California Tax-Exempt Money Fund FCLXX
    
    (19) Franklin California Tax-Free Income Fund FKTFX, FCAVX,
         FCABX, FRCTX
    
    (20) Franklin Capital Growth Fund FKREX, FEACX,
         FKEQX, FREQX, FKIRX
    (21) Franklin Colorado Tax-Free Income Fund FRCOX, FCOIX
    
    (22) Franklin Connecticut Tax-Free Income Fund FXCTX, FCTIX
    
    (23) Franklin Convertible Securities Fund FISCX, FROTX
    
    (24) Franklin Double Tax-Free Income Fund FPRTX, FPRIX
    
    (25) Franklin DynaTech Fund FKDNX, (Nasdaq: FDNBX, FDYNX
    
    (26) Franklin Equity Income Fund FISEX, FBEIX,
         FRETX, FREIX
    
    (27) Franklin Federal Intermediate-Term Tax-Free Income Fund
         FKITX
    
    (28) Franklin Federal Limited Term Tax-Free Income Fund    
         FFTFX
    
    (29) Franklin Federal Money Fund FMNXX
    
    (30) Franklin Federal Tax-Free Income Fund FKTIX, FAFTX,
         FFTBX, FRFTX
    
    (31) Franklin Flex Cap Growth Fund FKCGX, FKCBX,
         FCIIX, FRCGX
    
    (32) Franklin Floating Rate Daily Access Fund FAFRX, FBFRX,
         FCFRX
    
    (33) Franklin Floating Rate Trust XFFLX
    
    (34) Franklin Florida Insured Tax-Free Income Fund FFLTX
    
    (35) Franklin Florida Tax-Free Income Fund FRFLX, FRFBX,
         FRFIX
    
    (36) Franklin Georgia Tax-Free Income Fund FTGAX, FGAIX
    
    (37) Franklin Global Aggressive Growth Fund
    
    (38) Franklin Global Communications Fund FRGUX
    
    (39) Franklin Global Growth Fund
    
    (40) Franklin Global Health Care Fund FKGHX, FGHBX,
         FGIIX
    
    (41) Franklin Gold and Precious Metals Fund FKRCX, FGADX,
         FAGPX, FRGOX
    
    (42) Franklin Growth Fund FKGRX, FCGAX, FKGBX,
         FRGSX, FGSRX
    
    (43) Franklin High Yield Tax-Free Income Fund FRHIX, FYIBX,
         FHYIX
    
    (44) Franklin Income Fund FKINX, FRIAX, FBICX,
         FICBX, FCISX, FISRX
    
    (45) Franklin Insured Tax-Free Income Fund FTFIX, FBITX,
         FRITX
    
    (46) Franklin Kentucky Tax-Free Income Fund FRKYX
    
    (47) Franklin Large Cap Growth Fund FKGAX, FRGAX,
         FKGCX, FRLGX
    
    (48) Franklin Large Cap Value Fund FLVAX, FBLCX,
         FLCVX, FLCRX
    
    (49) Franklin Louisiana Tax-Free Income Fund FKLAX, FLAIX
    
    (50) Franklin Maryland Tax-Free Income Fund FMDTX, FMDIX
    
    (51) Franklin Massachusetts Insured Tax-Free Income Fund     
         FMISX, FMAIX
    
    (52) Franklin Michigan Insured Tax-Free Income Fund FTTMX,
         FBMIX, FRMTX
    
    (53) Franklin MicroCap Value Fund FRMCX
    
    (54) Franklin Minnesota Insured Tax-Free Income Fund FMINX,
         FMNIX
     
    (55) Franklin Missouri Tax-Free Income Fund FRMOX, FMOIX
    
    (56) Franklin Money Fund FMFXX
    
    (57) Franklin Natural Resources Fund  FRNRX, FNRAX
    
    (58) Franklin New Jersey Tax-Free Income Fund  FRNJX,
         FNJBX, FNIIX
    
    (59) Franklin New York Insured Tax-Free Income Fund  FRNYX,
         FNYKX
    
    (60) Franklin New York Intermediate-Term Tax-Free Income    
         Fund FKNIX
    
    (61) Franklin New York Limited Term Tax-Free Income Fund
    
    (62) Franklin New York Tax-Exempt Money Fund  FRNXX
    
    (63) Franklin New York Tax-Free Income Fund  FNYTX, FNYAX,
         FTFBX, FNYIX

    (64) Franklin North Carolina Tax-Free Income Fund  
FXNCX,      
         (Nasdaq: FNCIX)
    
    (65) Franklin Ohio Insured Tax-Free Income Fund  FTOIX,
         FBOIX, FOITX
    
    (66) Franklin Oregon Tax-Free Income Fund  FRORX, FORIX
    
    (67) Franklin Pennsylvania Tax-Free Income Fund  FRPAX,
         FBPTX, FRPTX
    
    (68) Franklin Real Estate Securities Fund  FREEX, FRLAX,
         FBREX, FRRSX
    
    (69) Franklin Rising Dividends Fund  FRDPX, FRDBX,
         FRDTX, FRDRX
    
    (70) Franklin Short-Intermediate U.S. Government Securities  
         Fund FRGVX, FSUAX
    
    (71) Franklin Small Cap Growth Fund II  FSGRX, FSSAX,
         FBSGX, FCSGX, FSSRX
    
    (72) Franklin Small Cap Value Fund FRVLX, FVADX,
         FBVAX, FRVFX, FVFRX
    
    (73) Franklin Small-Mid Cap Growth Fund  FRSGX, FSGAX,
         FBSMX, FRSIX, FSMRX
    
    (74) Franklin Strategic Income Fund  FRSTX, FKSAX,
         FKSBX, FSGCX), FKSRX
    
    (75) Franklin Strategic Mortgage Portfolio  FSMIX
    
    (76) Franklin Tax-Exempt Money Fund  FTMXX
    
    (77) Franklin Technology Fund  FTCAX, FRTCX,
         FFTCX, FTERX
    
    (78) Franklin Templeton Conservative Target Fund  FTCIX,
         FTCCX, FTCRX
    
    (79) Franklin Templeton CoreFolio Allocation Fund  FTCOX
    
    (80) Franklin Templeton Founding Funds Allocation Fund    
         FFALX, FFABX, FFACX
    
    (81) Franklin Templeton Growth Target Fund  FGTIX, FTGTX,
         FGTRX
    
    (82) Franklin Templeton Hard Currency Fund  ICPHX
    
    (83) Franklin Templeton Moderate Target Fund  FMTIX, FTMTX,
         FTMRX
    
    (84) Franklin Templeton Money Fund  FMBXX, FRIXX,
         FMRXX
    
    (85) Franklin Tennessee Municipal Bond Fund  FRTIX
    
    (86) Franklin Texas Tax-Free Income Fund  FTXTX, FTXIX
    
    (87) Franklin Total Return Fund FKBAX, FBDAX,
         FBTLX, FCTLX, FTRRX
    
    (88) Franklin U.S. Government Securities Fund FKUSX, FUSAX,
         FUGBX, FRUGX, FUSRX
    
    (89) Franklin U.S. Long-Short Fund FUSLX
    
    (90) Franklin Utilities Fund   FKUTX, FRUAX,
         FRUBX, FRUSX, FRURX
    
    (91) Franklin Virginia Tax-Free Income Fund  FRVAX, FVAIX
    
    (92) Templeton China World Fund  TCWAX, TACWX
    
    (93) Templeton Developing Markets Trust  TEDMX, TDADX,
         TDMBX, TDMTX, TDMRX
    
    (94) Templeton Foreign Fund  TEMFX, TFFAX, TFRBX,
         TEFTX, TEFRX
    
    (95) Templeton Foreign Smaller Companies Fund  FINEX,
         FTFAX, FCFSX
    
    (96) Templeton Global Bond Fund  TPINX, TGBAX,
         TEGBX
    
    (97) Templeton Global Long-Short Fund  TLSAX, TLSBX
    
    (98) Templeton Global Opportunities Trust   TEGOX, TEGPX
    
    (99) Templeton Global Smaller Companies Fund, Inc.  TEMGX,
         TGSAX, TESGX
    
   (100) Templeton Growth Fund, Inc.  TEPLX, TGADX,
         TMGBX, TEGTX, TEGRX
    
   (101) Templeton International (Ex EM) Fund   TEGEX, TGEFX
    
   (102) Templeton Latin America Fund  TELAX, TLAAX,
         TLAIX
    
   (103) Templeton Pacific Growth Fund  FKPGX, FPGCX
    
   (104) Templeton World Fund  TEMWX, TWDBX, TEWTX
    
   (105) Mutual Beacon Fund  TEBIX, TEBBX, TEMEX,
         BEGRX
    
   (106) Mutual Discovery Fund  TEDIX, TEDBX, TEDSX,
         TEDRX, MDISX
    
   (107) Mutual European Fund  TEMIX, TEUBX, TEURX,
         MEURX
    
   (108) Mutual Financial Services Fund  TFSIX, TBFSX,
         TMFSX, TEFAX
    
   (109) Mutual Qualified Fund TEQIX, TEBQX, TEMQX,
         MQIFX
    
   (110) Mutual Recovery Fund  FMRVX
    
   (111) Mutual Shares Fund  TESIX, FMUBX, TEMTX, TESRX, MUTHX

For more details, contact Eric J. Belfi or Aaron D. Patton by
Phone: (800) 497-8076, (212) 682-1818 or by Fax: (212) 682-1892
or by E-mail: info@rabinlaw.com


FRANKLIN RESOURCES: Reinhardt Wendorf Launches Stock Suit in CA
---------------------------------------------------------------
Reinhardt Wendorf & Blanchfield initiated a securities class
action in the United States District of the Northern District of
California on February 12, 2004, on behalf of purchasers of
Franklin Aggressive Growth Fund (Nasdaq:FRAAX), (Nasdaq:FKABX),
(Nasdaq:FKACX), (Nasdaq:FKARX); Franklin Biotechnology Discovery
Fund (Nasdaq:FBDIX); Franklin DynaTech Fund (Nasdaq:FDNBX),
(Nasdaq:FDYNX); Franklin Global Communications Fund
(Nasdaq:FRGUX); and other securities of the Franklin family of
funds (the Funds) operated by Franklin Resources, Inc.
(NYSE:BEN) and its subsidiaries between February 6, 1999 and
February 4, 2004, inclusive, seeking remedies under the
Securities Exchange Act of 1934, the Securities Act of 1933 and
the Investment Advisers Act of 1940.

The action, case number C 04 0598, is pending in the United
States District Court for the Northern District of California
against defendants Franklin Resources, Inc.; Franklin Advisers,
Inc; Templeton/Franklin Investment Services, Inc.; Franklin
Private Client Services, Inc.; Franklin Mutual Advisers, LLC;
Williams Post; Security Brokerage, Inc. (``SBI''); Daniel G.
Calugar (``Calugar''), DCIP, L.P. (``DCIP''); Franklin Templeton
Strategic Growth Fund, L.P.; each of the Franklin mutual funds
and their registrants, and John Does 1-100.

The Complaint alleges that defendants violated Sections 11 and
15 of the Securities Act of 1933; Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934, and Rule 10b-5 promulgated
thereunder; and Section 206 of the Investment Advisers Act of
1940.  The Complaint charges that, throughout the Class Period,
certain of the defendants failed to disclose that they
improperly allowed certain favored investors, including Calugar,
SBI, and DCIP, to engage in ``timing'' of the Funds' securities.

Timing is excessive, arbitrage trading undertaken to turn a
quick profit and which ordinary investors are told that the
funds police. Timing injures ordinary mutual fund investors --
who are not allowed to engage in such practices -- and is
acknowledged as improper practices by the Funds.  In return for
receiving extra fees from Calugar, SBI, and DCIP, and other
favored investors, Franklin Resources and its affiliates allowed
and facilitated timing activities in the Funds, to the detriment
of class members who paid, dollar for dollar, for the improper
profits made by Calugar, SBI, and DCIP. These practices were
undisclosed in the prospectuses of the Funds, which falsely
represented that the Funds actively police against timing and
that premature redemptions will be assessed a charge.

The Funds, and the symbols for the respective Funds named below,
are:


     (1) Franklin AGE High Income Fund AGEFX, FAHAX,
         FHIBX, FRAIX, FAHRX
    
     (2) Franklin Adjustable U.S. Government Securities Fund
         FISAX, FCSCX
    
     (3) Franklin Aggressive Growth Fund FGRAX, FRAAX, FKABX,
         FKACX, FKARX
    
     (4) Franklin Alabama Tax-Free Income Fund FRALX, FALEX
    
     (5) Franklin Arizona Tax-Free Income Fund FTAZX, FBAZX,
         FAZIX
    
     (6) Franklin AGE High Income Fund AGEFX, FAHAX, FHIBX,
         FRAIX, FAHRX
    
     (7) Franklin Adjustable U.S. Government Securities Fund
         FISAX, FCSCX
    
     (8) Franklin Aggressive Growth Fund FGRAX, FRAAX, FKABX,
         FKACX, FKARX
    
     (9) Franklin Alabama Tax-Free Income Fund FRALX, FALEX
    
    (10) Franklin Arizona Tax-Free Income Fund FTAZX, FBAZX,
         FAZIX
    
    (11) Franklin Balance Sheet Investment Fund FRBSX, FBSAX,
         FBSBX, FCBSX, FBSRX
    
    (12) Franklin Biotechnology Discovery Fund FBDIX

    (13) Franklin Blue Chip Fund FKBCX, FKBBX, FBCCX,
         FBCRX
    
    (14) Franklin California High Yield Municipal Fund FCAMX,
         FBCAX, FCAHX
    
    (15) Franklin California Insured Tax-Free Income Fund FRCIX,
         FRCBX, FRCAX
    
    (16) Franklin California Intermediate-Term Tax-Free Income
         Fund FKCIX
    
    (17) Franklin California Limited Term Tax-Free Income Fund
    
    (18) Franklin California Tax-Exempt Money Fund FCLXX
    
    (19) Franklin California Tax-Free Income Fund FKTFX, FCAVX,
         FCABX, FRCTX
    
    (20) Franklin Capital Growth Fund FKREX, FEACX,
         FKEQX, FREQX, FKIRX
    (21) Franklin Colorado Tax-Free Income Fund FRCOX, FCOIX
    
    (22) Franklin Connecticut Tax-Free Income Fund FXCTX, FCTIX
    
    (23) Franklin Convertible Securities Fund FISCX, FROTX
    
    (24) Franklin Double Tax-Free Income Fund FPRTX, FPRIX
    
    (25) Franklin DynaTech Fund FKDNX, (Nasdaq: FDNBX, FDYNX
    
    (26) Franklin Equity Income Fund FISEX, FBEIX,
         FRETX, FREIX
    
    (27) Franklin Federal Intermediate-Term Tax-Free Income Fund
         FKITX
    
    (28) Franklin Federal Limited Term Tax-Free Income Fund    
         FFTFX
    
    (29) Franklin Federal Money Fund FMNXX
    
    (30) Franklin Federal Tax-Free Income Fund FKTIX, FAFTX,
         FFTBX, FRFTX
    
    (31) Franklin Flex Cap Growth Fund FKCGX, FKCBX,
         FCIIX, FRCGX
    
    (32) Franklin Floating Rate Daily Access Fund FAFRX, FBFRX,
         FCFRX
    
    (33) Franklin Floating Rate Trust XFFLX
    
    (34) Franklin Florida Insured Tax-Free Income Fund FFLTX
    
    (35) Franklin Florida Tax-Free Income Fund FRFLX, FRFBX,
         FRFIX
    
    (36) Franklin Georgia Tax-Free Income Fund FTGAX, FGAIX
    
    (37) Franklin Global Aggressive Growth Fund
    
    (38) Franklin Global Communications Fund FRGUX
    
    (39) Franklin Global Growth Fund
    
    (40) Franklin Global Health Care Fund FKGHX, FGHBX,
         FGIIX
    
    (41) Franklin Gold and Precious Metals Fund FKRCX, FGADX,
         FAGPX, FRGOX
    
    (42) Franklin Growth Fund FKGRX, FCGAX, FKGBX,
         FRGSX, FGSRX
    
    (43) Franklin High Yield Tax-Free Income Fund FRHIX, FYIBX,
         FHYIX
    
    (44) Franklin Income Fund FKINX, FRIAX, FBICX,
         FICBX, FCISX, FISRX
    
    (45) Franklin Insured Tax-Free Income Fund FTFIX, FBITX,
         FRITX
    
    (46) Franklin Kentucky Tax-Free Income Fund FRKYX
    
    (47) Franklin Large Cap Growth Fund FKGAX, FRGAX,
         FKGCX, FRLGX
    
    (48) Franklin Large Cap Value Fund FLVAX, FBLCX,
         FLCVX, FLCRX
    
    (49) Franklin Louisiana Tax-Free Income Fund FKLAX, FLAIX
    
    (50) Franklin Maryland Tax-Free Income Fund FMDTX, FMDIX
    
    (51) Franklin Massachusetts Insured Tax-Free Income Fund     
         FMISX, FMAIX
    
    (52) Franklin Michigan Insured Tax-Free Income Fund FTTMX,
         FBMIX, FRMTX
    
    (53) Franklin MicroCap Value Fund FRMCX
    
    (54) Franklin Minnesota Insured Tax-Free Income Fund FMINX,
         FMNIX
     
    (55) Franklin Missouri Tax-Free Income Fund FRMOX, FMOIX
    
    (56) Franklin Money Fund FMFXX
    
    (57) Franklin Natural Resources Fund  FRNRX, FNRAX
    
    (58) Franklin New Jersey Tax-Free Income Fund  FRNJX,
         FNJBX, FNIIX
    
    (59) Franklin New York Insured Tax-Free Income Fund  FRNYX,
         FNYKX
    
    (60) Franklin New York Intermediate-Term Tax-Free Income    
         Fund FKNIX
    
    (61) Franklin New York Limited Term Tax-Free Income Fund
    
    (62) Franklin New York Tax-Exempt Money Fund  FRNXX
    
    (63) Franklin New York Tax-Free Income Fund  FNYTX, FNYAX,
         FTFBX, FNYIX

    (64) Franklin North Carolina Tax-Free Income Fund  
FXNCX,      
         (Nasdaq: FNCIX)
    
    (65) Franklin Ohio Insured Tax-Free Income Fund  FTOIX,
         FBOIX, FOITX
    
    (66) Franklin Oregon Tax-Free Income Fund  FRORX, FORIX
    
    (67) Franklin Pennsylvania Tax-Free Income Fund  FRPAX,
         FBPTX, FRPTX
    
    (68) Franklin Real Estate Securities Fund  FREEX, FRLAX,
         FBREX, FRRSX
    
    (69) Franklin Rising Dividends Fund  FRDPX, FRDBX,
         FRDTX, FRDRX
    
    (70) Franklin Short-Intermediate U.S. Government Securities  
         Fund FRGVX, FSUAX
    
    (71) Franklin Small Cap Growth Fund II  FSGRX, FSSAX,
         FBSGX, FCSGX, FSSRX
    
    (72) Franklin Small Cap Value Fund FRVLX, FVADX,
         FBVAX, FRVFX, FVFRX
    
    (73) Franklin Small-Mid Cap Growth Fund  FRSGX, FSGAX,
         FBSMX, FRSIX, FSMRX
    
    (74) Franklin Strategic Income Fund  FRSTX, FKSAX,
         FKSBX, FSGCX), FKSRX
    
    (75) Franklin Strategic Mortgage Portfolio  FSMIX
    
    (76) Franklin Tax-Exempt Money Fund  FTMXX
    
    (77) Franklin Technology Fund  FTCAX, FRTCX,
         FFTCX, FTERX
    
    (78) Franklin Templeton Conservative Target Fund  FTCIX,
         FTCCX, FTCRX
    
    (79) Franklin Templeton CoreFolio Allocation Fund  FTCOX
    
    (80) Franklin Templeton Founding Funds Allocation Fund    
         FFALX, FFABX, FFACX
    
    (81) Franklin Templeton Growth Target Fund  FGTIX, FTGTX,
         FGTRX
    
    (82) Franklin Templeton Hard Currency Fund  ICPHX
    
    (83) Franklin Templeton Moderate Target Fund  FMTIX, FTMTX,
         FTMRX
    
    (84) Franklin Templeton Money Fund  FMBXX, FRIXX,
         FMRXX
    
    (85) Franklin Tennessee Municipal Bond Fund  FRTIX
    
    (86) Franklin Texas Tax-Free Income Fund  FTXTX, FTXIX
    
    (87) Franklin Total Return Fund FKBAX, FBDAX,
         FBTLX, FCTLX, FTRRX
    
    (88) Franklin U.S. Government Securities Fund FKUSX, FUSAX,
         FUGBX, FRUGX, FUSRX
    
    (89) Franklin U.S. Long-Short Fund FUSLX
    
    (90) Franklin Utilities Fund   FKUTX, FRUAX,
         FRUBX, FRUSX, FRURX
    
    (91) Franklin Virginia Tax-Free Income Fund  FRVAX, FVAIX
    
    (92) Templeton China World Fund  TCWAX, TACWX
    
    (93) Templeton Developing Markets Trust  TEDMX, TDADX,
         TDMBX, TDMTX, TDMRX
    
    (94) Templeton Foreign Fund  TEMFX, TFFAX, TFRBX,
         TEFTX, TEFRX
    
    (95) Templeton Foreign Smaller Companies Fund  FINEX,
         FTFAX, FCFSX
    
    (96) Templeton Global Bond Fund  TPINX, TGBAX,
         TEGBX
    
    (97) Templeton Global Long-Short Fund  TLSAX, TLSBX
    
    (98) Templeton Global Opportunities Trust   TEGOX, TEGPX
    
    (99) Templeton Global Smaller Companies Fund, Inc.  TEMGX,
         TGSAX, TESGX
    
   (100) Templeton Growth Fund, Inc.  TEPLX, TGADX,
         TMGBX, TEGTX, TEGRX
    
   (101) Templeton International (Ex EM) Fund   TEGEX, TGEFX
    
   (102) Templeton Latin America Fund  TELAX, TLAAX,
         TLAIX
    
   (103) Templeton Pacific Growth Fund  FKPGX, FPGCX
    
   (104) Templeton World Fund  TEMWX, TWDBX, TEWTX
    
   (105) Mutual Beacon Fund  TEBIX, TEBBX, TEMEX,
         BEGRX
    
   (106) Mutual Discovery Fund  TEDIX, TEDBX, TEDSX,
         TEDRX, MDISX
    
   (107) Mutual European Fund  TEMIX, TEUBX, TEURX,
         MEURX
    
   (108) Mutual Financial Services Fund  TFSIX, TBFSX,
         TMFSX, TEFAX
    
   (109) Mutual Qualified Fund TEQIX, TEBQX, TEMQX,
         MQIFX
    
   (110) Mutual Recovery Fund  FMRVX
    
   (111) Mutual Shares Fund  TESIX, FMUBX, TEMTX,
         TESRX, MUTHX

For more details, contact Garrett D. Blanchfield by Phone:
800-465-1592 or 651-287-2100, by Fax: 651-287-2103 by E-mail:
g.blanchfield@rwblawfirm.com or visit the firm's Website:
http://www.rwblawfirm.com.


MICROMUSE INC.: Stull Stull Lodges Securities Suit in N.D. CA
-------------------------------------------------------------
Stull Stull & Brody initiated a securities class action in U.S.
District Court for the Northern District of California on behalf
of purchasers (the "Class") of Micromuse, Inc. between January
20, 2000 and December 29, 2003, inclusive.  Micromuse is traded
on the Nasdaq Stock Exchange under the ticker symbol MUSEE
(NasdaqNM:MUSEE).

Defendants include Micromuse, Stephen A. Allott, Gregory Q.
Brown, Michael Luetkemeyer, James Degolia, Michael Donahue,
Michael Jackson, David Schwab, Peter Shearan and Michael Foster.
The Complaint charges that defendants violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 and Rule 10-
b(5).

The Complaint alleges that on December 30, 2003, the Company
announced that it would delay the filing of its fiscal year 2003
Form 10-K pending an internal inquiry regarding the accounting
of accrued expenses and expense recognition. The Company
announced that as a result, it would likely restate historical
financial statements, including adjustments to previously
published financial results for the fiscal years ending
September 30, 2001, 2002 and 2003. As a result of defendants'
conduct, plaintiff and Class members purchased Micromuse shares
at artificially inflated prices and were damaged thereby.

For more details, contact Michael D. Braun by Phone:
310-209-2468 or 888-388-4605 by E-mail: info@secfraud.com or
visit the firm's Website: http://www.secfraud.com


MOBILITY ELECTRONICS: Lasky & Rifkind Files AZ Securities Suit
--------------------------------------------------------------
Lasky & Rifkind, Ltd. initiated a securities class action in the
United States District Court for the District of Arizona, on
behalf of persons who purchased or otherwise acquired publicly
traded securities of Mobility Electronics Inc. (NASDAQ:MOBE)
between September 2, 2003 and January 5, 2004, inclusive.  The
lawsuit was filed against Mobility and Charles R. Mollo and Joan
W. Brubacher.

The complaint alleges that Defendants violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5
promulgated thereunder.  Specifically, the complaint alleges
that throughout the Class Period Defendants repeatedly
represented that it expected Mobility to earn $15 million in
revenues in the fourth quarter of 2003, which was attributable
to Fellowes, Inc. whereby Fellowes would globally market and
distribute a line of Fellowes branded products from Mobility,
through its wide distribution network, encompassing more than
30,000 retail stores.

In truth however, unknown to investors, Fellowes was not meeting
its sales forecasts and accordingly Mobility was not generating
the revenues and earnings it had anticipated form the Fellowes
Agreement.  Prior to disclosing these adverse facts to the
investing public, Mobility completed a $15 million private
placement, and purchased assets from InVision using its
artificially inflated stock, and insiders sold more than $6
million of their personally owned shares.

On January 5, 2004, Mobility announced that it expected revenue
for the fourth quarter of 2003 to be approximately $1.0 million
to $1.3 million, less than the Company's previous guidance of
approximately $5 million.

For more details, contact Leigh Lasky by Phone: 800-495-1868


REDBACK NETWORKS: Rabin Murray Commences Securities Suit in CA
--------------------------------------------------------------
Rabin Murray & Frank LLP initiated a securities class action in
the United States District Court for the Northern District of
California, case number C-04-00607-SC, on behalf of purchasers
of Redback Networks, Inc. (NasdaqNM:RBAK) (NasdaqNM:RBAKQ),
common stock between April 12, 2000 to October 10, 2003,
inclusive.

The complaint alleges that certain Redback senior officers
violated the Securities Exchange Act of 1934.  During the Class
Period, Defendants issued a series of allegedly false and
misleading statements resulting in Redback's stock price trading
at artificially inflated levels.  The Company's stock traded as
high as $179.02 during the Class Period before announcing
bankruptcy.

During the Class Period, Defendants issued, or caused to be
issued, a series of allegedly materially false and misleading
statements to the marketplace concerning the Company's
relationship with Qwest Communications International, Inc.  
Defendants allegedly knew, but failed to disclose, that the only
reason Redback was able to report increasing revenues and
earnings was through a scheme in which Defendants gave shares of
Redback stock to Qwest insiders in exchange for Qwest purchasing
large quantities of Redback products.

For more details, contact Eric J. Belfi or Aaron D. Patton by
Phone: (800) 497-8076 or (212) 682-1818 by Fax: (212) 682-1892
or by E-mail: info@rabinlaw.com


SONUS NETWORKS: Wolf Popper Lodges Securities Suit in MA Court
--------------------------------------------------------------
Wolf Popper LLP initiated a securities class action against
Sonus Networks, Inc. (NasdaqNM:SONS) and certain of its officers
and directors, on behalf of all persons who purchased Sonus
securities on the open market from June 5, 2003 through February
11, 2004. The action was filed in the United States District
Court for the District of Massachusetts.

The complaint alleges that during the Class Period, defendants
materially misrepresented Sonus' financial results and
performance in press releases, SEC filings and public statements
by improperly recognizing revenue in contravention of generally
accepted accounting principles and the Company's revenue
recognition policy.

On January 20, 2004, Sonus announced that it would postpone the
release of its fiscal fourth quarter and year-end 2003 financial
results pending the completion of its 2003 audit, but assured
investors that there were no issues with its year-end audit.

On February 11, 2004, just after the financial markets closed,
Sonus announced that it had discovered ``certain issues,
practices and actions of certain employees relating to both the
timing of revenue recognized from certain customer transactions
and to certain other financial statement accounts, which may
affect the Company's 2003 financial statements and possibly
financial statements for prior periods.'' The Company was unable
to provide an anticipated date for the completion of its review,
year-end audit, or the rescheduling of the release of its fourth
quarter and fiscal year results for the year ended December 31,
2003.

In reaction to the foregoing disclosure, on February 12, 2004,
Sonus' shares fell as low as $5.02 per share, a decline of 24.9%
or $1.67 per share from their February 11, 2004 closing price.

For more details, contact Renee L. Karalian by Mail: 845 Third
Avenue, New York, NY 10022 by Phone: 212-451-9642 or
877-370-7703 by Fax: 212-486-2093 or 877-370-7704 by E-mail:
irrep@wolfpopper.com or visit the firm's Website:
http://www.wolfpopper.com


SONUS NETWORKS: Charles Piven Lodges Securities Suit in MA Court
----------------------------------------------------------------
The Law Offices Of Charles J. Piven, P.A. initiated a securities
class action on behalf of shareholders who purchased, converted,
exchanged or otherwise acquired the common stock of Sonus
Networks, Inc. (NasdaqNM:SONS) between June 3, 2003 and February
11, 2004, inclusive.  The case is pending in the United States
District Court for the District of Massachusetts.

The action charges that defendants violated federal securities
laws by issuing a series of materially false and misleading
statements to the market throughout the Class Period which
statements had the effect of artificially inflating the market
price of the Company's securities.

For more details, contact Charles J. Piven by Mail: The World
Trade Center-Baltimore, 401 East Pratt Street, Suite 2525,
Baltimore, Maryland 21202, by Phone: 410/986-0036 or by E-mail:
hoffman@pivenlaw.com
      

SONUS NETWORKS: Milberg Weiss Lodges Securities Suit in MA Court
----------------------------------------------------------------
Milberg Weiss Bershad Hynes & Lerach LLP initiated a securities
class action in the United States District Court for the
District of Massachusetts on behalf of purchasers of Sonus
Networks, Inc. (NASDAQ:SONS) common stock during the period
between April 9, 2003 and February 11, 2004.

The complaint charges Sonus Networks and certain of its officers
and directors with violations of the Securities Exchange Act of
1934. Sonus Networks is a provider of voice infrastructure
solutions for the new public network.

The complaint alleges that during the Class Period, defendants
caused Sonus Networks' shares to trade at artificially inflated
levels through the issuance of false and misleading financial
statements. As a result of this inflation, Sonus Networks was
able to complete a public offering of 20 million shares, raising
proceeds of $61 million on April 22, 2003.

On February 11, 2004, the Company issued a press release which
stated: "Sonus Networks today provided additional information
regarding the delay in reporting its fourth quarter and full
fiscal year financial results for the year ended December 31,
2003. In connection with the year-end audit, Sonus Networks and
its independent auditors have identified certain issues,
practices and actions of certain employees relating to both the
timing of revenue recognized from certain customer transactions
and to certain other financial statement accounts, which may
affect the Company's 2003 financial statements and possibly
financial statements for prior periods." The stock dropped below
$6 per share on this news.

For more details, contact William Lerach by Phone: 800-449-4900
or by E-mail: wsl@milberg.com


SONUS NETWORKS: Brian Felgoise Files Securities Suit in MA Court
----------------------------------------------------------------
The Law Offices of Brian M. Felgoise, P.C. initiated a
securities class action on behalf of shareholders who acquired
Sonus Networks, Inc. (NasdaqNM:SONS) securities between June 3,
2003 and February 11, 2004, inclusive.  The case is pending in
the United States District Court for the District of
Massachusetts, against the company and certain key officers and
directors.

The action charges that defendants violated the federal
securities laws by issuing a series of materially false and
misleading statements to the market throughout the Class Period
which statements had the effect of artificially inflating the
market price of the Company's securities.

For more details, contact Brian M. Felgoise by Mail: 261 Old
York Road, Suite 423, Jenkintown, Pennsylvania, 19046, by Phone:
215-886-1900 or by E-mail: securitiesfraud@comcast.net/


WAVE SYSTEMS: Lasky & Rifkind Lodges Securities Suit in MA Court
----------------------------------------------------------------
Lasky & Rifkind, Ltd. initiated a securities class action filed
in the United States District Court for the District of
Massachusetts, on behalf of persons who purchased or otherwise
acquired publicly traded securities of Wave Systems Inc.
(NASDAQ:WAVX) between July 31, 2003 and December 18, 2003,
inclusive.  The lawsuit was filed against Wave and Steven
Sprague and Gerard T. Feeney.

The complaint alleges that Defendants violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5
promulgated thereunder. Specifically, the complaint alleges that
throughout the Class Period, the Defendants issued a series of
material misrepresentations to the market concerning the Company
business arrangements with Intel and IBM.

In truth, however, unbeknownst to investors, the defendants'
statements during the Class Period were materially false and
misleading because they failed to disclose or misrepresented
that Intel would not be entering into a revenue producing
licensing agreement with the Company, that the contract did not
require Intel to purchase any software and that IBM was not
embedding Wave Systems' software into IBM computers and that the
IBM transaction would provide no revenue for the Company.

On December 18, 2003 Wave Systems reported that the SEC had
commenced a formal investigation into certain matters relating
to Wave Systems. The SEC's investigative order related to
certain public statements made by Wave Systems during and around
August 2003, as well as certain trading in Wave Systems'
securities during that time. Shares of Wave Systems fell 17.3%
or $0.31 per share to close at $1.50 per share on December 19,
2003.

For more details, contact Leigh Lasky by Phone: 800-495-1868


WHITEHALL JEWELLERS: Charles Piven Lodges Securities Suit in IL
---------------------------------------------------------------
The Law Offices Of Charles J. Piven, P.A. initiated a securities
class action on behalf of shareholders who purchased, converted,
exchanged or otherwise acquired the common stock of Whitehall
Jewellers, Inc. (NYSE:JWL) between November 19, 2001 and
December 10, 2003, inclusive.  The case is pending in the United
States District Court for the Northern District of Illinois
against the Company and certain of its officers and directors.

The action charges that defendants violated federal securities
laws by issuing a series of materially false and misleading
statements to the market throughout the Class Period which
statements had the effect of artificially inflating the market
price of the Company's securities.

For more details, contact Charles J. Piven by Mail: The World
Trade Center-Baltimore, 401 East Pratt Street, Suite 2525,
Baltimore, Maryland 21202, by Phone: 410/986-0036 or by E-mail:
hoffman@pivenlaw.com
      

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A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the Class Action Reporter. Submissions
via e-mail to carconf@beard.com are encouraged.

Each Friday's edition of the CAR includes a section featuring
news on asbestos-related litigation and profiles of target
asbestos defendants that, according to independent researches,
collectively face billions of dollars in asbestos-related
liabilities.  The Asbestos Defendant Profiles is backed by an
online database created to respond to custom searches. Go to
http://litigationdatasource.com/asbestos_defendant_profiles.html

                        *********


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 Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland
USA.  Roberto Amor, Aurora Fatima Antonio and Lyndsey Resnick,
Editors.

Copyright 2004.  All rights reserved.  ISSN 1525-2272.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.

The CAR subscription rate is $575 for six months delivered via
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Beard at 240/629-3300.

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