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                            APPENDIX D

                         NYSE RULE 351(a)

     Rule 351. (a)  Each member not associated with a member
organization and each member organization shall promptly report
to the Exchange whenever such member or member organization, or
any member, allied member or registered or non-registered
employee associated with such member or member organization:

          (1) has violated any provision of any securities law or
     regulation, or any agreement with or rule or standards of
     conduct of any governmental agency, SRO, or business or
     professional organization, or engaged in conduct which is
     inconsistent with just and equitable principles of trade or
     detrimental to the interest or welfare of the Exchange;

          (2) is the subject of any written customer complaint
     involving allegations of theft or misappropriation of funds
     or securities or of forgery;

          (3) is named as a defendant or respondent in any
     proceeding brought by a regulatory or self-regulatory body,
     alleging violation of any provision of the Securities
     Exchange Act of 1934, or of any other Federal or state
     securities, insurance, or commodities statute, or of any
     rule or regulation thereunder, or of any agreement with, or
     of any provision of the constitution, rules or similar
     governing instruments of, any securities, insurance or
     commodities regulatory or self-regulatory organization;

          (4) is denied registration or is expelled, enjoined,
     directed to cease and desist, suspended or otherwise
     disciplined by any securities, insurance or commodities
     industry regulatory or SRO or is denied membership or
     continued membership in any such SRO; or is barred from
     becoming associated with any member or member organization
     of any such SRO;

          (5) is arrested, arraigned, indicted or convicted of,
     or pleads guilty to, or pleads no contest to, any criminal
     offense (other than minor traffic violations);

          (6) is a director, controlling stockholder, partner,
     officer or sole proprietor of, or an associated person with,
     a broker, dealer, investment company, investment advisor,
     underwriter or insurance company which is suspended,
     expelled or had its registration denied or revoked by any
     agency, jurisdiction or organization or is associated in
     such a capacity with a bank, trust company or other


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     financial institution which was convicted of, or pleaded no
     contest to, any felony or misdemeanor;

          (7) is a defendant or respondent in any securities or
     commodities-related civil litigation or arbitration which
     has been disposed of by judgment, award or settlement for an
     amount exceeding $15,000.  However, when a member
     organization is the defendant or respondent, then the
     reporting to the Exchange shall be required only when such
     judgment, award or settlement is for an amount exceeding
     $25,000;

          (8) is the subject of any claim for damages by a
     customer, broker or dealer which is settled for an amount
     exceeding $15,000.  However, when the claim for damages is
     against a member organization, then the reporting to the
     Exchange shall be required only when such claim is settled
     for an amount exceeding $25,000;

          (9) is, or learns that he is associated in any business
     or financial activity with any person who is, subject to a
     "statutory disqualification" as that term is defined in the
     Securities Exchange Act of 1934;

          (10) is the subject of any disciplinary action taken by
     the member or member organization against any of its
     associated persons involving suspension, termination, the
     withholding of commissions or imposition of fines in excess
     of $2,500, or any other significant limitation on
     activities.