UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY

HONORARLE DICKINSON R. DEBEVOISE

CIVIL ACTION N0.83-2268D PHILIP RALPH BELPASSO,

Plaintiff, : AMENDED

vs. COMPLAINT FOR SECURITIES FKAIID AND NEGLIGENCE SMITH BARNEY HARRIS UPHAM h: CO., INCORPORATED, DEMAND FOR TRIAL BY JURY Defendant.

Plaintiff, Philip Ralph Belpasso, residing at 40-09 Kuiken

Terrace, Fair Lawn, New Jersey; complaining of the defendant

says that:

(1) Smith Barney, Harris Upham ~ Co. Incorporated, "Smith

Barney", and I had a discretionary contractual agreement. Within

this relationship, transactions were made largely on their advice;

my input was minimal as to type of stocks, quantity, and times

of transactions. Any loss or profits could be attributed largely

to their expertise and contractually they were obligated to

maintain my trust so if losses did occur, I would not entertain

any bad feeling as to the legitimacy of transactions and the

truthfulness of dialogue between myself and their agents concerning

these transactions.

-------------------

(2) Smith Barney made two separate reductions in my account. Both of these reductions were against my wishes not to do so.

(3) Smith Barney not only made false statements to me,

but also to the Bureau of Securities when they said that:

a. I was never liable or exposed [see David Warmin's affidavit of October 10, 1983, paragraph two, and Sandra Reeve's affidavit of September 30, 1983]

b. I was informed that transactions were being made for other people in my account [see David Warmin's letter November 29, 1982, and Sandra Reeve's affidavit of September 30, 19833

c. I was misrepresenting the facts.

(4) In this complaint, I re-allege, and contest the above

mentioned points to be untruths. Smith Barney's inconsistency

of excuses, combined with the time lapses, is a breach of normal

repore and considered to be negligence on their part.

(5) Smith Barney held control of my account against my

will for they denied me access to it on numerous occasions and

in various Smith Barney offices.

(6) 1 allege that Smith Barney was withholding my account

against my wishes for them not to, in order that they could

further reduce money from my account. [See statement covering

January 1, 1983 to January 28, 1983]

-----------------

-3-

(7) Smith Barney terminated my account with an uncorrected

balance in it, and until this date my account is still not balanced.

(8) I have spent an extraordinary amount of my time, money and emotional and physical energies trying to seek the truth, and get my account corrected and back in my possession. Due

to Smith Barney's untruths and lack of consistency, it has now

become an issue for the courts to decide.

Dated: April 3, 1984 Phi 1 iP RalpK Bell

xxxx