IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF LOUISIANA

_______________________________

IN RE FORD MOTOR CO. BRONCO II  )  MDL DOCKET NO. 991
PRODUCTS LIABILITY LITIGATION        ) No. 94-MD-991

BENNETT OBJECTORS' BRIEF IN RESPONSE TO
RECENT SUBMISSIONS BY CLASS PLAINTIFFS

Class members Suzanne F. Bennett, Al Causey, Michael E. Roberts, and
Robert Hooker, and the Center for Auto Safety ("Bennett Objectors")
file
this Brief in response to submissions made by the class plaintiffs regarding
two separate issues: (1) attorney's fees and expenses and (2)
the information that class counsel maintain they relied upon in formulating
their complaints.

I. Introduction.
On October 13, 1994, the Bennett Objectors served discovery on the
class plaintiffs which sought, among other things, information about
customary hourly rates and copies of all time and expense records that
supported class counsel's claim for $4 million in fees and expenses that
had been filed in the Circuit Court for Greene County, Alabama. Over
plaintiffs' objection, this Court directed the class counsel to answer
that discovery, but, on the eve of the November 8, 1994 fairness hearing,
class counsel objected on the grounds that the material was irrelevant and
that it constituted privileged work product. The Bennett Objectors
immediately filed a motion to compel.
  At the fairness hearing, this Court ordered plaintiffs to produce
the time records of counsel and evidence of their hourly rates as well as
all documents that supported the allegations in their complaints.

Thereafter, the Court granted the Bennett Objectors' motion to compel the
expense records, copies of which were received by the Bennett Objectors on
December 20, 1994.
  The production of this information has provided the Bennett Objectors
with important information which will, we believe, assist this
Court in evaluating not only the propriety of the $4 million fee petition,
but also the fairness of the settlement and whether class counsel has
provided adequate representation under Rule 23(a)(4).  In Part II. below,
we review the time records and hourly rate information submitted by class
counsel and show that they do not support the huge $4 million request made
by the plaintiffs in the Alabama action.  In Part III., we review the
expense records, which confirm our prior misgivings about the requested
expense reimbursements.  Finally, in Part IV., we show that the various
documents submitted by class counsel provide further evidence that the
settlement is unfair and that class counsel has not provided adequate
representation to the class.

 II. Class Counsel's Time Records.
   As class counsel has steadfastly refused to file a fee application
to this Court, the Bennett Objectors have filed copies of the Alabama fee
petition and a supplement thereto so that this Court can evaluate class
counsel's fee request.  We reiterate our position that this Court may not
approve the settlement unless and until class counsel files a proper fee
application with this Court accompanied by time and expense records, an
explanation of counsel's hourly rates, and a brief fully justifying why
they are entitled to the fees and expenses sought.
   Nevertheless, in the pages that follow, we review the time records
submitted pursuant to this Court's orders as if they had been properly
filed in support of a fee application.  As we now show, class counsel's
time records are wholly inadequate and cannot support the huge fee request
made in the Alabama action.
   A.  The Hours Requested are Inflated and Represent Work that is
    Not Compensable, and the Tasks Are Not Adequately Described.

  A fee applicant may not simply pluck a figure out of thin air --
whether it be $4 million or some other amount -- and proclaim that it is
reasonable.  Rather, in this Circuit, the Court must determine a
"lodestar" -- a reasonable hourly rate multiplied by the number of
hours
reasonably expended on the litigation.  *See* *Graves v. Barnes, 700 F.2d
200 (5th Cir. 1983)*. The resulting figure is then adjusted, in certain
circumstances, by the factors set out in *Johnson v. Georgia Highway
Express, Inc., 488 F.2d 714 (5th Cir. 1974)*, recognizing that some of
those factors usually are subsumed in the lodestar.  *Major v. Treen, 700
F. Supp. 1422, 1429 (E.D. La. 1988).  At this juncture, the Bennett Objectors
will not assess the *Johnson factors because class counsel has
not filed a fee application.  We reserve the right to comment on the
*Johnson factors if and when counsel files a fee application.  However, as
we now show, the time records submitted by class counsel show that a large
proportion of the hours for which fees are sought are not properly included
in the lodestar and, therefore, are not compensable*.            1.    The
Apparent Overstatement of Hours in the                  Alabama Fee Petition.

      As far as the record shows, class counsel has overstated the amount
of time that they have worked on these cases.  After the one-page fee
petition in the Alabama action was challenged, class counsel filed a short
brief and some additional affidavits in that action.  *See* Bennett Ex.
No. 17 (supplemental brief in support of fee application, filed in the
*Rice* case on October 31, 1994).  In that submission, Mr. Freese claimed
that time spent by the lawyers in his firm on this litigation "has
exceeded 3000 hours" as of October 31.  *See* Affidavit of Richard
Freese,
3 (Oct. 30, 1994), attached hereto as Exhibit 1.  But according to Burr
& Forman's own printout submitted to this Court on December 8, *through
November 30*, the total number of attorney hours was 1927.8.       Given the
very large number of hours spent in November 1994, the
more-than-3000-hour assertion in Mr. Freese's October 30 affidavit appears
to be about double the actual amount spent by Burr & Forman lawyers as of
the date of Mr. Freese's affidavit.  This discrepancy is very troubling
since it was made in support of a fee petition in the Alabama action in
which class counsel has not seen the need to file time records or a
breakdown of any kind showing how the attorneys spent their time on this
litigation.  Thus, the Alabama court would not have had, and still does
not have, any way of knowing whether the 3000-hour allegation was correct.
This Court should not approve the settlement or award a fee unless this a
reasonable explanation is offered for this discrepancy.
           2.    The Unwarranted Filing of Identical Litigation.

      Along with their time records, class counsel have submitted a chart
entitled "History of the Bronco II Class Action
Litigation."  That chart
lists seven separate class actions, four of which were filed in federal
court and three of which were filed in state court.  Ford removed all of
the state court cases to federal court, but, in two of those cases,
plaintiffs successfully remanded the case to state court.  Thus, of the
seven cases, five were pending in federal court at the time of the MDL
consolidation order.
      One of the remaining state court actions -- *Jordan* -- is not a
part of the MDL and was prosecuted by attorneys other than class counsel.
Four of the five cases that now comprising the MDL -- *Lewis*, *Armistead*,
*Vitrano*, *Luis* -- and the *Rice* action pending in Greene
County, Alabama, are part of a very peculiar pattern which, at best,
involves hundreds of hours of work on duplicate litigation that are not
compensable because that work could have been done much more efficiently
in one action.
      These five class actions were filed in rapid succession and involved
one of class counsel -- Mr. Frazer -- as a principal lawyer for the class.
To recount:  On July 23, 1993, Mr. Frazer filed *Lewis*, a
nationwide
class action in district court in Mississippi.  (See Footnote #1)  Just
seven days later, on July 30, Mr. Freese filed *Armistead*, an identical
nationwide class action in district court in North Carolina.  (See Footnote
#2)  Then, only two business days later, on August 3, 1993, Mr.
Freese filed a federal court Louisiana-only class action --
*Vitrano* --
based on the same causes of action and for plaintiffs already covered by
the prior two cases.
      Just three days later, on August 6, 1993, class counsel filed *Puckett
v. Ford Motor Co.*, No. CV-93-G-1592-5 -- an Alabama case which
does *not* appear on class counsel's chart, but is another
identical
federal court class action.  On August 24, before Ford could answer, Mr.
Freese voluntarily dismissed the case, and the district court entered an
order of dismissal on the same day.  (See Footnote #3)
      The very next day, August 25, Mr. Frazer filed *Luis*, a class
action in state court for Florida Bronco II owners -- again, Mr. Frazer's
*clients* in the Mississippi and North Carolina actions and the recently
dismissed Alabama federal court action.  And then, just one day after the
institution of the Florida state-court action, on August 26, Mr. Frazer,
joined by class counsel Freese, filed the nationwide class action in
Greene County, Alabama, on behalf of clients for whom there were already
two other nationwide class actions pending.  Class counsel describe this
action as a continuation of the identical action that they had filed in
federal court in Alabama, but had been mysteriously dismissed two days
earlier.
      In our view, this Court should not consider approving the proposed
settlement until it gets a satisfactory explanation of this peculiar
filing pattern.  But putting aside, for the purposes of this Brief, questions
as to the propriety of filing this many cases in
different
courts on behalf of the same clients over a very short period of time, it
is clear that there is much double and triple billing that must be rooted
out.
      If and when class counsel file a proper fee application, we urge the
Court to disallow much, if not all, of the work done by Mr. Frazer's law
firm -- Langston, Frazer & Sweet -- since that firm engaged in this
wasteful course of action for no apparent legitimate reason.  Langston,
Frazer & Sweet claims to have worked 2082.7 hours on this litigation,
including 262.2 paralegal hours.* See* Chart Accompanying Counsel's Time
Records.  Much of that time was plainly unnecessary as it involved the
preparation of duplicate pleadings,  (See Footnote #4) dozens of phone
calls with co-counsel in the various duplicative law suits,  (See Footnote
#5) and similar repetitive tasks involving many lawyers simply because
counsel chose to litigate the same case in numerous fora, rather than one.
      Surely, Ford has not argued -- nor could it -- that it was forced to
hand over warning stickers, videos, flashlights, and maps, and to promote
its cellular phone service, as a direct result of Mr. Frazer's legal
tactic of suing the company six times in six different courts for the same
causes of action for essentially the same clients.  It may be that Mr.
Frazer is eligible for compensation for minimal hours of core work in one
of the cases, but, if that is so, it is up to class counsel to identify
the work with specificity, and explain why it was necessary to the
litigation.
      The same is true for Mr. Frazer's co-counsel in *Vitrano* and *Luis*,
Messrs. Bowling and Shuminer.  They, too, need to explain why
their work was necessary to the litigation, given the fact that Mr. Frazer
already had filed two virtually identical class actions on July 23 and
July 30, 1993 in federal court in Mississippi (*Lewis*) and North Carolina
(*Armistead*) which covered their clients.  Therefore, the 68.9 hours for
which compensation is sought by Mr. Shuminer's law firm and the 45.6 hours
for Mr. Bowling's law firm is presumptively noncompensable.            3.  
Duplication of Effort on Particular Tasks.       Where one attorney's work
appears to be duplicative of the work of
his or her colleagues, that work should not be compensated.  *Gulf Federal
Savings and Loan v. Mulderig*, 742 F.Supp. 358, 363-64 (E.D. La.
1989)(disallowing bulk of hours for attorney conferences); *Major v.
Treen*, 700 F. Supp. 1422, 1433 (E.D. La. 1988)(allowing fees for only two
lawyers on particular task, and disallowing hours for other attorneys).
      In this case, a review of the time records show hundreds of hours in
conferences among the attorneys, both between counsel in different law
firms and within the same law firm.  As noted above, the fact that counsel
filed a half dozen virtually identical cases cannot justify such billing
practices.  Other examples of duplication abound.  For example, at least
a half dozen plaintiffs' attorneys attended a settlement meeting in
Washington,  (See Footnote #6) and a review of the entries for November 6-
8, 1994 show that at least seven of the plaintiffs' attorneys and two
paralegals attended the fairness hearing in New Orleans (at which only one
counsel spoke very briefly in behalf of the plaintiffs, and another responded
to questions from the Court).
           4.    Travel Time.
      Plaintiffs' counsel have billed their travel time at the standard
hourly rate, even though travel time is compensated at most at 50% of
normal rates, depending on whether the time is spent productively.  *See*,
*e.g.*, *Major v. Treen*, 700 F. Supp. 1422, 1432 (E.D. La. 1988).  (See
Footnote #7)  Appropriate reductions must be made when and if class counsel
file a fee application with this Court.
           5.    Tasks Not Adequately Described.
      To receive an award of attorney's fees, the applicant has the burden
of proving the reasonableness of the number of hours allegedly spent on
the litigation.  *Hensley v. Eckerhart*, 461 U.S. 424, 437 (1983); *Leroy
v. City of Houston*, 831 F.2d 576, 586 (5th Cir. 1987).  To meet this
burden, the applicant must maintain and submit billing records in a manner
that enables the court to conduct a meaningful review of the documentation
to sort out which hours are compensable and which are not.  *Von Clark v.
Butler*, 916 F.2d 925 (5th Cir. 1990).
      Here, in many instances, counsel's time records are simply not
adequate.  Many entries are so vague and general that they give the Court
no idea of what the attorney was working on, except that it involved this
case.  Because the Court has a copy of the time records, and because the
number of instances during which this has occurred is so great, we give
only a few examples.  For instance, on numerous occasions lawyers for Burr
& Forman indicate simply that they have performed
"research" on the Bronco
II case,  (See Footnote #8) or that they have "handled settlement
matters."  (See Footnote #9)  These are precisely the type of time
records
"lacking in explanatory detail" that do not pass muster in this
Circuit.
*Id.* at 259 & n.6.
      The time records for Langston, Frazer & Sweet are inadequate with
respect to large segments of time.  For instance, the entries ranging from
April 4 through April 9, 1993, in which 40 hours were spent
"research[ing]
legal issues," give the Court no idea what the research was for and,
therefore, whether the time was reasonably incurred.  Similarly, the
firm's time records include "conferences" with various other
lawyers
without any description of the subject matter.  (See Footnote #10)  These
inadequate entries are too numerous to mention, involving hundreds of
hours for which compensation must be denied.  A few other examples of
improperly documented work are described in the footnote.  (See Footnote
#11)
      The time documentation for the Crowley, Marks, & Douglas -- which
seeks payment for 929.6 hours of work -- is similarly insufficient in some
respects.  Large chunks of time are described simply as
"review case
documentation, issues" (*e.g.*, 8/3/93 entry), "research case
issues"
(*e.g.*, 8/11/93), "Legal Research" (several entries), and the
like.  (See
Footnote #12)
      B.   The Improper and Unseemly Billing of Staff Time.       Burr &
Forman has included as billable time 2013.3 hours of work
performed by clerical personnel.  These individuals are listed as
"project
assistants" on Burr & Forman's chart submitted to the Court on
December 8,
1994.  The time of each of these clerical personnel is billed at $40 per
hour, with the unexplained exception of one staff member, Angela McGee,
whose 85.5 hours of clerical tasks were billed at $35 per hour.       The
billing for these individuals on an hourly basis is involves, at
best, double dipping and probably triple dipping.  To explain: as a
general matter, courts do not award separate fees for clerical personnel;
rather, they are part of the overhead, included in the lawyers' hourly
billings.  *See*, *e.g.*, *Mississippi State Chapter, Operation PUSH v.
Mabus*, 788 F. Supp. 1406, 1420 (N.D. Miss. 1992); *Martin v. Mabus*, 734
F. Supp. 1216, 1226 (S.D. Miss. 1990)(also holding that clerical tasks are
never separately compensable, even at a minimal rate and even if performed
by a lawyer).  Lawyers do not charge their clients for their time on an
hourly basis and then charge an hourly rate for their secretary's time in
answering the phone, typing a brief, or organizing the client's file.
Thus, to allow additional compensation for clerical work -- which the Burr
& Forman time records clearly show -- would provide double compensation,
once as they are included in the lawyer's overhead and another time as the
separately billed $40 per hour clerical charge.  (See Footnote #13)       But
that is not all.  These very same entries have also been included as
"expenses" of Burr & Forman.  *See* Affidavit of Richard
Freese,  3 (Oct. 30, 1994), attached hereto as Exhibit 1.  (See Footnote
#14)  If, as appears to be the case, Burr & Forman treats the staff work
as "expenses" *and* as tasks compensable at $40 per hour, this
constitutes
triple dipping, *i.e.* recovery for overhead in the attorney's billing,
hourly billing of the staff work itself, and as expenses to the firm, *all
for the exact same work*.  We take up the issue of how Burr & Forman has
miscalculated the *amount* of the staff expenses in Part III.A. below.
      Finally, in arguing to the Alabama Court that their $4 million
request was justified, Mr. Freese has overstated the clerical work done by
his staff.  In his October 30 affidavit filed in the Alabama action, Mr.
Freese claimed that, through the end of October, his clerical staff worked
2367.7 hours.  Freese Aff.,  3 (Ex. 1 hereto).  But that is incorrect
according to class counsel's most recent submission.  Burr & Forman's own
computerized print-out of all lawyer, paralegal, and staff time spent on
these cases through *November 30, 1994*, the clerical staff time is 2013.3
hours.
      C.   The Hourly Rates Sought Appear Excessive.

      The hourly rates claimed by many of the plaintiffs' counsel are out
of line under applicable case law from the jurisdictions in which class
counsel practice.  Mr. Freese, a nine-year lawyer, claims a rate of $205
per hour for 805.9 hours of work (the same rate claimed by his partner,
William C. Knight, who has practiced for 27 years, and more than two other
partners, F.A. Flowers, III, and Robert A. Rutherford, who have practiced
11 and 15 years respectively).  As we explained in our October 17, 1994
Objections Brief, these rates are higher than the prevailing market rates
in Birmingham and, therefore, should not be awarded unless class counsel
can explain why they are entitled to above-market rates.  *See*, *e.g.*,
**Martin v. Univ. of S. Ala.*, 911 F.2d 604 (11th Cir. 1990)(fees ranged
from $135-$150 per hour for senior counsel, and $105-$115 per hour for
junior counsel); *Knight v. Alabama*, 824 F. Supp. 1022, 1031, 1033 (N.D.
Ala. 1993)("the Court finds that the general range of market rates for
attorneys with *15 years* of experience practicing complex
litigation in
Birmingham is from approximately $150.00 to $300.00 per hour, with the
great majority of rates from 150.00 to $225.00 per hour"; awarding $140
per hour to lawyer out of law school for one year *more* than Messrs
Freese and Frazer because of special circumstances, but noting that her
hourly rate was only $110 per hour)(emphasis added); ***see* *also* *Hidle
v. Geneva County Bd. of Educ.*, 681 F. Supp. 752, 756 (M.D. Ala. 1988)($75-
$125 per hour).  The rates for many of Mr. Freese's associates,
*e.g.*, $150 per hour for a lawyer three years out of law school, $100 per
hour for a lawyer one year out of law school, appear to be
similarly
excessive.
      The charges requested by Mr. Freese and his partner, Shane Langston,
$225 per hour for 1600.2 and 65 hours, respectively, have even less support
in the case law.  *See*, *e.g.*, *Shirley v. Chrysler First,
Inc.*, 763 F. Supp. 856 (N.D. Miss. 1991)($90-$125 for work on merits and
lesser awards for non-merits work and noting that "customary billing
rate
in this area ranges from $65 to $150 per hour"), *aff'd*, 970 F.2d 39
(5th
Cir. 1992); *In re Waldoff's, Inc.*, 132 Bankr. 329 (Bankr. S.D. Miss.
1991)($100-$125 per hour).  Mr. Frazer has made no attempt, either in his
affidavits submitted to the Alabama court on September 30 and October 31,
1994, or in his submission to this Court on December 8, to justify his
claimed hourly rate or even to say how it was derived.  Again, perhaps Mr.
Frazer can explain why he is entitled to $250 per hour, but he has not
provided an explanation and it is his burden to do so.
      Similarly, Timothy Crowley, an 11-year Houston lawyer, has made no
attempt to justify his $350 rate for 642 hours of work.  As we have noted
previously, in Washington, D.C., standard rates for court awarded attorney's
fees range do not exceed $305 per hour for lawyers with 20 or
more years of experience, *Brown v. Pro Football, Inc.*, 846 F. Supp. 108,
120 (D.D.C. 1994)(chart detailing rates), and we would be very surprised
if Mr. Crowley could show that 11-year lawyers in Houston are able to
charge $300 per hour.  Finally, we doubt that the two lawyers from Jones,
Jones & Curry, in Marshall, Texas, who have 24 and 9 years of experience,
can command $300 per hour on the open market, nor have they attempted to
justify that rate.  (See Footnote #15)
            III.  The Expense Request Still Doesn't Add Up.       A
discussion of the plaintiffs' expense request cannot be understood
without some history of class counsel's request for $4 million in fees and
alleged expense reimbursements.  As noted previously, class counsel filed
a one-page fee petition in the Alabama action on September 30, accompanied
by two short affidavits, in one of which Mr. Freese declared, without
*any* supporting statement or documentation, that plaintiffs' out-of-
pocket expenses would exceed $800,000.  Bennett Ex. 11, Freese Aff.  9.
The point of this assertion was to show to the Alabama Court that the fee
request was a mere $3.2 million.  *Id.* (noting that the $800,000 plus
"will ... be paid by the attorneys out of the fee award ...").
      Despite the Bennett Objectors objection to the utter lack of proof
for the claimed $800,000 in expenses, Objections to the Proposed Settlement
of Class Members Bennett, *et* *al*., at 40-41 (filed Oct. 17,
1994), class counsel has *never* explained the basis for the $800,000
figure.  Instead, they filed another brief in support of their attorney
fee request, *in which they proclaimed that they "have advanced or will
advance by conclusion of this matter more than $500,000 in
out-of-pocket
expenses in preparation of this case ... ."  Bennett Ex. 17, at 6.
However, as we explained subsequently, a careful review of the affidavits
submitted by plaintiffs demonstrated that the expenses alleged were about
$400,000, not more than $500,000.  *See* Bennett Objectors' Explanation of
Newly-Filed Exhibits and Supplemental Memorandum, at 7-10 (filed Nov. 23,
1994).  As we now show, even the $400,000 figure cannot be
justified.
      A.   The Burr & Forman "Staff Expenses" Claimed Have Not
Been
           Supported.

      We pointed out in our November 23, 1994 filing that the request for
reimbursement for more than $110,321.00 in "staff
expenses" for the work
of certain named clerical staff was likely improper because those expenses
should have been included, and apparently were included, in overhead.
*See* discussion *supra* at __.  Thus, even assuming the propriety of all
the other expenses, reimbursable expenses should be reduced from to
$289,828.61, not the $500,000 claimed.  *See* Bennett Objectors' Explanation
of Newly-Filed Exhibits and Supplemental Memorandum, at 10.
      After we made that claim, this Court granted our motion to compel
and directed the class plaintiffs to disclose their expense records and
receipts.  Although these records appear to be incomplete -- there are
simply no records at all for some of the expenses claimed -- they are
quite revealing on the "staff expenses" issue.  In paragraph 1 of
Mr.
Freeze's October 30 affidavit (Ex. 1 hereto), Mr. Freese identifies by
name the staff that performed the clerical work for which his firm is
seeking reimbursement.  In paragraph 2, he claims that they have worked
over 2300 hours and that the staff expenses exceed $110,321.00 through
October 1994.  As pointed out above,* the 2300 hour figure is wrong;
according to Burr & Forman's own print-out, the number of hours for these
individuals through *November 1994* was 2013.3 hours.
      But even more stunning is that the $110,000 figure does not add up.
As noted above, there is no basis for claiming that Burr & Forman should
collect an hourly rate for these individuals.  If they are proper expenses
rather than simply overhead -- which they are not -- then at best they
should be *expensed*, *i.e.*, Burr & Forman should be
reimbursed for the
wages of these individuals.  Obviously, the Burr & Forman staff were not
paid $40 per hour to answer the phone and perform data entry.  Indeed, the
expense records prove our point.
      Many of the Burr & Forman staff, at least in October 1994 (the only
month for which Burr & Forman provided such records), were in fact
subcontracted through employment agencies.  Receipts from these agencies,
attached hereto as Exhibit 2, show that the cost to Burr & Forman for
these individuals averaged about $9.00 or $10.00 per hour.  Assuming $10
as a mid-point cost, the "staff expenses" were not the absurdly
high
$110,000, but actually about $20,100.  (See Footnote #16)
Moreover, even
if the $40 hourly billing rates were used -- quite improperly -- as a
method of calculating the "staff expenses," *and* we assume that
all the
hours reported by Burr & Forman through November 1994 are compensable,
the
total is $80,104.50.  In short, the $110,000 plus amount for "staff
expenses," in addition to the double or triple-dipping problem, is a
mystery.  Based on any interpretation of Burr & Forman's own records --
reasonable or unreasonable -- that amount cannot be justified or even
understood.
B.The Expert Expenses Claimed Cannot be Justified..

           1.    Reimbursement Should Not Be Provided for *Post*           
     *Hoc* Advocacy.

      We have reviewed the expense records disclosed after the granting of
the Bennett Objectors' motion to compel, and they are quite revealing with
regard to the expert's alleged expenses.  With the exception of some of
the work performed by Mark W. Arndt, the invoices submitted by plaintiffs'
experts show, as we had suspected, that the expert assistance obtained by
plaintiffs' counsel involved after-the-fact submissions designed to rebut
the objections to the proposed settlement and to attack the validity of
the plaintiffs' case, *not* expert assistance to help plaintiffs' prove
their cases or negotiate the settlement.  (See Footnote #17)  We take up
this problem in more detail in Part IV. below.  For present purposes,
however, this Court should not award expert fee reimbursement, lest it
encourage this type of improper *post* *hoc* advocacy.  Obviously, the
time for the plaintiffs to obtain evidence for their case --including the
value of the settlement itself -- was prior to the settlement, not after
the settlement was attacked as unfair.
           2.    The Estimate Is Grossly Overblown.
      Even assuming that these expenses are reimbursable, there is yet
another, more serious, problem.  Mr. Freese's October 30, 1994 affidavit
included in the alleged $500,000 of expenses expert fees that were
"anticipated to exceed $100,000."  *See* Freese Aff.,  5 (Ex. 1
hereto).
These expenses were allegedly incurred to pay the fees of Mark W. Arndt,
C. David Channell, Robin T. Harrison, Wood C. Hiatt, John P. Mathews,
Milton Miller, and Itamar Simonson, the individuals who provided affidavits
in rebuttal to the October 17, 1994 Objections.  *Id.*  4.  A
review of the invoices show that counsel's statement that more than $100,000
in expert fees had been incurred was grossly overblown:       Expert       
                  Amount
      Mark W. Arndt              $22,322.90  (See #18)
      John P. Mathews            $14,418.40
      Itamar Simonson            $18,475.00  (See #19)
      Wood C. Hiatt              $   375.00
      Robin T. Harrison          $   825.50  
      C. David Channell          *$ 1,000.00*
      TOTAL                      $57,416.80  (See #20)
      As with the phantom "staff expenses" discussed above, class
counsel's estimate of more than $100,000 in expenses for the above-listed
experts is way off the mark.  This Court should neither approve the proposed
settlement nor award expenses until the missing $40,000 or $50,000 is
explained.
           3.    Public Relations Costs Are Not Compensable                
Expenses.

      Finally, class counsel seeks reimbursement for the use of a Washington,
D.C. public relations firm, The Kamber Group.  (See Footnote
#21)  This includes a September 1, 1994 bill for $4,971.21, principally
for "strategy development" and "writing of press release and
op-eds, etc,"
and an October 1, 1994 bill for $7,176.93 for the same services.  If the
Kamber Group helped class counsel write the class notice or otherwise
directly assisted the class, that type of expense might be
compensable.
However, it appears that the Kamber Group did no more than help class
counsel "spin" the case in the press.  If class counsel wants
assistance
talking to the press or wants to approach the press through surrogates,
that is their business, but the resulting costs are certainly not compensable
expenses related to the pursuit of this litigation.  So, too,
the Kamber Group's additional invoice for $776.90, dated November 1, 1994,
which appears to reflect the Group's work assisting counsel in keeping up
with press coverage of this litigation.
                             *     *     *
      In sum, the expense records further show that the
reimbursements
requested in the *Rice* litigation are not only excessive, but are, in
many cases, for "expenses" which do not exist.
IV.  The Documents Recently Submitted by Class Counsel Reaffirm  That the
Proposed Settlement is Unfair and Is
the Result of Inadequate Representation
by Plaintiffs' Counsel.

      In the foregoing sections of this Brief, we have explained why much
of the fees and expenses requested by class counsel in the Alabama action
may not be awarded under applicable law, even assuming that the proposed
settlement is approved as fair, adequate, and reasonable under Rule 23(e).
However, it is the Bennett Objectors' position that the proposed settlement
is not remotely fair -- that it provides nothing of value to
the class, while providing defendant Ford an escape from payment of any
economic damages arising from the Bronco II rollover problem *and* a
marketing scheme under which Ford can foist its cellular phone system on
hundreds of thousands of unsuspecting consumers.  In the pages that follow,
we supplement our prior submissions, and show that
documents
recently released by the class plaintiffs further demonstrate that the
proposed settlement was the product of inadequate representation.  In
doing so, we address three issues relevant to the fairness
question:
retrofit, diminution in value of the Bronco II, and the efficacy of the
proposed warnings.
      A.   Retrofit of the Bronco II.
      In our prior filings, we have shown that there are at least two
viable retrofits for the Bronco II, and that the settling parties have not
rebutted our expert affidavits on this subject.  (See Footnote #22)  On
page 15 of their September 30, 1994 memorandum in support of the settlement,
the plaintiffs stated that "after consulting with technical
experts, plaintiffs' counsel also have concluded that there is no practical
means of 'retrofitting' Bronco II vehicles to increase stability."  In
light of this statement -- which was wholly at odds with
the views of our experts -- we propounded interrogatory No. 5, which asked
the plaintiffs to provide all information that supported their September
30 statement and the names of all the technical experts who they had
consulted on the retrofit issue.
      Plaintiffs' answer to interrogatory No. 5 made very little sense.
*See* Plaintiffs' Counsel Response to Objectors' Interrogatories and
Request for Production of Documents, at 10-11.  It relied first on the
hearsay statement of a lawyer named Edward Sanders, as to what another
lawyer, Russell Cook, had said about whether the Bronco II could be fixed.
*Id.*  Class counsel also relied on an affidavit from Mark W. Arndt who
did *not* state that there was no viable retrofit, *but only that he did
not know of a retrofit that eliminated the rollover problem.*   *Id.*
Further, Mr. Arndt's opinion appeared to be formed after September 30 --
Mr. Arndt's affidavit is dated October 25, 1994 -- and, therefore, it
could not have formed the basis for the statement in class
counsel's
September 30 memorandum.  Class counsel's expense records further support
our belief on this score.  Mr. Arndt's invoices dated April 11, 1994 and
August 1, 1994 are for a "critical review of Ford Bronco II
statistics,"
*i.e.*, an analysis of rollover accidents, and "case
research," *i.e.*,
engineering analyses of rollover accidents, *see* Ex. 3 hereto, *not* for
work on the viability of a Bronco II retrofit.  One invoice dated September
1, 1994, for *one hour* of "consultation," even if it did
concern the retrofit issue (which is highly doubtful), hardly could support
class counsel's allegation since it was for work that clearly
post-dated the parties' July 1994 settlement.
      Moreover, Mr. Arndt's work prior to his October 25 affidavit was not
done for class counsel, but for another lawyer, Timothy Crowley, in entirely
separate Texas state-court litigation that was not part of the
MDL proceedings.  *See* *id.* (invoices addressed to Mr. Crowley).  Thus,
class counsel's statement in their September 30 memorandum that they had
"consulted" experts who had concluded that there was no viable
retrofit
simply does not hold water, at least on the record before this Court.
      Class counsel has also produced hundreds of pages of
documents that
they claim support their answer to the Bennett Objectors'
interrogatories,
including interrogatory No. 5.  We have reviewed the subject matter of
these documents and have not found any support for class counsel's September
30 statement that experts told them that there is no viable
retrofit.  In the main, these documents simply do not address the issue.
Class counsel's answer to interrogatory No. 5 attempts to support their
September 30 statement regarding retrofit by quoting various depositions
and trial testimony (included in the recent document production), taken in
personal-injury litigation that was conducted by other counsel.  *See*
Plaintiffs' Counsel Response to Objectors' Interrogatories and Request for
Production of Documents, at 11-14.  As we have explained
previously, none
of this deposition testimony remotely supports the view that there is not
a viable retrofit; generally, they address a different issue, *i.e.*, what
Ford could have done, at the production stage, to avoid the rollover
problem.  The testimony of Melvin K. Richardson, for example, attached as
Exhibit C to plaintiffs' discovery responses, does not, as
plaintiffs
assert, support the no-retrofit position.
      However, one of Mr. Richardson's depositions, which is contained in
the documents recently produced in discovery and was also attached to the
Supplemental Affidavit of T. Roe Frazer II, submitted in support of class
counsel's fee request in *Rice*, *affirmatively supports* the Bennett
Objectors' position on the retrofit issue.  Mr. Richardson's alternative
design -- improving suspension, widening track width, and using smaller
tires -- is quite similar to the design tested successfully by our expert,
Robert Hooker.  *See* Richardson Dep., at 60-62, 139-140, 144 (attached
hereto as Exhibit 5).  (See Footnote #23)
      In summary, there is no support for the statement made by class
counsel in their September 30, 1994 memorandum to the effect that they had
consulted with experts who had assured them that no viable retrofit exists.
Moreover, even the deposition testimony and post-hoc "evidence"
presented by class counsel do not support their position.

      B.   Diminution of Value of the Bronco II Versus Other Vehicles in
           its Class.

      Bennett Exhibits 8 and 23, the Declarations of Clarence Ditlow and
Jack Gillis, show conclusively that the "Blue Book" value of the
Bronco II
has dropped precipitously vis-a-vis its competitors and that there is very
good reason to believe that this drop in value is a result of the vehicle's
rollover propensity.  Use of the "Blue Book" estimates,
published by the National Automobile Dealers Association
("NADA"), is a
reliable industry-wide standard comparing automobile resale values.  *See*
Gillis Decl.,  4(A) (Bennett Ex. No. 23).
      In mid-October, 1994, the Bennett Objectors asked class counsel, in
interrogatory No. 1, to explain a statement at page 25 of their September
30 memorandum claiming that there had been no appreciable decline in Blue
Book values, as well as a similar statement on page 37.  Their response to
the interrogatory confirmed that they had no basis for their statement.
Class counsel relied solely on the affidavits of John P. Mathews and
Milton Miller, individuals who were retained by class counsel *after*
September 30, indeed, it appeared, after objections were filed on October
17.  In reply, we noted that Dr. Mathews relied on the so-called "Black
Book," a publication which is not the industry standard and which, we
believed, may have been consulted for the first time after
objections were
filed.  (See Footnote #25)
      The recent submissions by class counsel strongly confirm our original
views.  First, the invoice from Dr. Mathews confirms that he was
retained to do work after objections were filed.  *See* Ex. 3 hereto
(October 31, 1994 invoice stating that his work was done "over the last
two weeks").  Second, Mr. Frazer's time records for June 26, 1993 show
that he researched the resale values and the measure of damages shortly
before filing his complaint alleging damages on that basis.  *See* Entries
for July 22 and 23, 1993; *see* *also* May 20, 1993 Entry for Attorney Don
Barrett (research on cause of action for diminution of value of Bronco
II).  Indeed, Mr. Frazer had extended phone conversations with various
people, including auto dealers, regarding "resale value of Bronco
IIs".
*See* Entries for June 22, 1993.  It is only fair to assume that these
conversations with auto dealers supported the allegations in the soon-to-
be filed complaints, and, therefore, they draw into serious question the
use of Mr. Miller, an auto dealer, who claimed in his October 26, 1994
affidavit that the Bronco II has retained its full value in comparison to
its competition.  Given class counsel's claim with regard to the so-called
Black Book values, Messrs. Frazer and Barrett must have been relying on
Blue Book values which show, as we have noted throughout, very serious
erosion of value for the Bronco II.  (See Footnote #26)
      Third, the response to the Bennett Objectors' document requests,
which, among other things, asked for all documents supportive of class
counsel's answer to interrogatory No. 1, produced *nothing* that tended to
support class counsel's September 30 statement that the Blue Book values
had not declined.  The only information that we could identify in those
documents that even concern used car values are the tables that were
attached to Dr. Mathews' October 27, 1994 affidavit.  But they are non-
responsive to our discovery for two reasons: they were not used by class
counsel, as far as the record shows, until Dr. Mathews was retained in
mid-October 1994, and they concern the Black Book, not the Blue Book.
(See Footnote #27)
      C.   The Efficacy of the Proposed Warnings.
      The Bennett Objectors have demonstrated through the
declarations of
Clarence Ditlow and Dr. Paul N. Bloom that the proposed warnings will not
serve the class by lowering the number of injuries and deaths caused by
the Bronco II.  The settling parties have never even attempted to rebut
our empirical evidence which demonstrates that warnings -- like the Ford
park-to-reverse warning, or even the much more comprehensive warning
program conducted under the All-Terrain-Vehicle consent decree monitored
by the Consumer Product Safety Commission -- have not lowered the numbers
of injuries and deaths stemming from the product defect.  *See* Ditlow
Decl.,  8 (Bennett Ex. No. 8); Supp. Ditlow Decl.,  3-4
(Bennett Ex.
No. 19); Declaration of Dr. Paul Bloom,  4 (Bennett Ex. No. 24).  Indeed,
the settling parties have utterly ignored the testimony of *Ford's* expert,
Lee Carr (ironically offered as a rebuttal expert by Ford in this
litigation), who opined that warnings to alter routine behavior, such as
driving habits, do not work.  *See* Ditlow Decl.,  8 & Attachment D
thereto (Bennett Ex. No. 8).  (See Footnote #28)
      In interrogatory No. 4, the Bennett Objectors asked the plaintiffs
to describe their evidence as to whether warnings of the type proposed
here are valuable.  Although class counsel has pointed to the testimony of
a few witnesses in other Bronco II personal-injury litigation, to the
effect that more or different warnings should have been given to Bronco II
owners, the plaintiffs' answer to interrogatory No. 4 was unclear as to
whether class counsel themselves had consulted a warnings expert during
this litigation.  Class counsel claimed that they had consulted a Mr.
Robin T. Harrison, whose October 27, 1994 affidavit they quoted in their
interrogatory answer; Mr. Harrison's affidavit simply said he had been
"retained" by class counsel, but did not say when that had
occurred.  Of
course, unless he had been retained by counsel during the
litigation to
help with the prosecution of the case or in devising the Settlement
Agreement, his view would have been of little value.
      The expense records, produced over class counsel's objection, show
that Mr. Harrison was *not* retained until well *after* the settlement was
reached.  The Settlement Agreement, signed by counsel for the settling
parties on July 28, 1994, contains a fairly detailed statement of the
warning.  Settlement Agreement,  14.A.3.1., p. 22.  Mr.
Harrison's
invoice is dated November 15, 1994, and refers to work done for Mr. Frazer
on October 11, 26, and 27, 1994.  *See* Harrison Invoice, contained in Ex.
3 hereto.  Thus, contrary to the implication in class counsel's interrogatory
response and Mr. Harrison's affidavit, Mr. Harrison was not
retained to provide class counsel with expertise during the litigation and
negotiation process leading up to the July 28 Settlement Agreement.

Although one of the four tasks Mr. Harrison performed on October 11, 1994
was to "re-write warning," that work was either very minimal or not
used,
since the basic warning agreement had been struck two and a half months
earlier.  (See Footnote #29)
      Further, with all respect, the quantity of work performed by Mr.
Harrison was so small as to call into question whether it might have been
intended by counsel as mere window dressing.  According to Mr. Harrison's
invoice, he spent a grand total of 4.5 hours working on this case, 3.0
hours on October 11 to "review materials sent by Mr. Frazer, research,
re-
write warning, [and] consult w/ Mr. Frazer," .5 hours on October 26,
1994
to "consult with Mr. Frazer by telephone," and 1.0 hours to
"review, sign
and transmit affidavit."  The notion that he could have been of great
help
to class counsel in devising the warnings, or could have come to the
sweeping conclusions stated in his affidavit, is hard to fathom.       Mr.
Harrison's affidavit, attached as Exhibit 8 to the Plaintiffs'
October 31, 1994 Reply Memorandum, certainly suggests that Mr. Harrison
had the leading role in designing the warning that led to the July 28,
1994 Settlement.  For instance, the affidavit states (at  4):            I
also was retained by class counsel to design an       adequate warning for
the sun-visor of the Bronco II.  My work       in this respect has resulted
in a new sun-visor sticker       warning to be sent to all Bronco II owners
who do not opt-out       or exclude themselves from the proposed class action
      settlement.

The affidavit goes on to state that Mr. Harrison was retained to evaluate
the "pre-existing sun-visor sticker" on the Ford Bronco II,
concluding
that the warning was inadequate.  *Id.*  3.  Unless Mr. Harrison did work
on this case prior to July 28, 1994, the evaluation of the existing warning
was largely irrelevant.  Similarly, Mr. Harrison extols the new
warning, *id.*  5, but with the exception of the insertion of the word
"warning" -- replacing the word "caution" used in the
federal warning --
the factors he extols all appear in the description of the proposed warning
in the July 28 Settlement Agreement.  Thus, unless Mr. Harrison
provided extensive services prior to the times indicated on his invoice,
his work on this case was largely irrelevant and, to put it very mildly,
overblown.
      In any event, regardless of the value of Mr. Harrison's contribution,
there remains the question of whether the proposed labels
will be of any use, given the fact that federal law already requires a
similar visor sticker and owner's manual supplement.  49 C.F.R.  575.105.
Very troubling is the fact that, until the objectors raised this point,
the settling parties did not acknowledge this regulation, not even to
mention it in their September 30, 1994 memoranda seeking settlement approval.
And, had the objectors not come forward, it is unlikely that
the Court would have ever been apprised that a substantially similar
sticker is already "permanently affixed" on the sun visor, *see* 49
C.F.R.
575.105(c)(1), and the owner's manual supplement already must include a
warning substantially similar language proposed here.  *See* *Jamison v.
Butcher & Sherrerd*, 68 F.R.D. 479, 482 (E.D. Pa.
1975)(settlement may not
be approved where class members "receive nothing beyond the amount to
which they are already entitled").
      As to the visor sticker, which now appears on the driver's side
visor, *see* Ex. B to Harrison Aff., are the class members going to be
instructed to remove the "permanently affixed" federally mandated
warning
and replace it with the sticker which the private parties agreed to in
this litigation, without approval by NHTSA   Or, are drivers supposed to
put the new sticker on the passenger side
      As to the owner's manual supplement, will the class members be
advised to throw out the supplements containing the federal cautionary
information, or will they be told that both versions should be consulted
Quite plainly, class members more likely will be confused than assisted.
On this issue, information recently submitted by plaintiffs' counsel in
response to this Court's November 12, 1994 Minute Entry, further undermines
the settlement.  Included in that submission are various copies
of Ford's owner's manual supplements which already contain much the same
information that the settling parties claim provides great value to the
class.
      Among this information are admonitions about the use of seat belts,
child safety restraints, and careful driving of utility vehicles, as well
as statements that owners should not alter the vehicles by
installing lift
kits or oversized tires -- in other words, the precise subject matters
contained in the proposed warnings to the class.  Indeed, even the word
"warning" -- the word that class counsel claims is so important and
lacking in prior statements to Bronco II owners -- appears in many of the
Bronco II manuals previously produced by Ford.  We attach as Exhibit 6
copies of the relevant pages of these Ford manuals.  These
documents
further undermine the settling parties' claims that the class will obtain
great value from this settlement.

                              Conclusion
      The proposed settlement should not be approved.
                       Respectfully submitted,

                       ____________________________
                       Brian Wolfman
                       D.C. Bar No. 427491
                       David C. Vladeck
                       D.C. Bar No. 945063
                       Public Citizen Litigation Group
                       Suite 700, 2000 P Street, N.W.
                       Washington, DC  20036
                       (202) 588-1000

                       Attorneys for Suzanne F. Bennett
                       *et* *al.*

January 6, 1995                         CERTIFICATE OF SERVICE

      I hereby certify that I have served a copy of the foregoing on the
following attorneys of record:

Mark N. Bodin & Colvin Norwood
McGlinchy, Stafford, et al.
643 Magazine Street
New Orleans, LA 70130
(by overnight mail)

John Beisner
O'Melveny & Myers
555 13th Street, NW
Washington, DC  20004
(by hand)

T. Roe Frazer II
Langston, Frazer & Sweet
201 N. President Street
Jackson, MS  39201
(by overnight mail)

Richard A. Freese
Burr & Forman
3000 South Trust Tower
420 N. 20th Street
Birmingham, AL  35203
(by overnight mail)

Todd E. Kastetter
Pryor, Carney and Johnson
6200 South Syracuse Way, Suite 400
P.O. Box 6559
Englewood, CO  80155-6559
(by overnight mail)

and by regular mail on all other counsel of record.

Served on this ___ day of January 1995.

________________________
                                      FOOTNOTES

1 The case involved a request for certification of both a
nationwide class
and a Mississippi class. The case involved a request for
certification of
both a nationwide class and a Mississippi class.

2 The case involved a request for certification of both a
nationwide class
and a North Carolina class.  Class counsel admits that *Armistead* was
identical to *Lewis*.  Plaintiff Class' Memorandum in Support of Class
Action settlement, at 11 ("Plaintiffs in *Armistead* asserted the same
claims and sought the same relief as in the *Lewis* case").  Indeed, in
their September 30 Memorandum, class counsel made clear that each case
alleged virtually identical causes of action and sought the same relief.
*Id.* 11-13.

3 Ford argued that dismissal was improper without judicial approval under
Rule 23(e), but the district court disagreed.  Ford appealed that
determination to the Eleventh Circuit.  The appeal has been stayed in
light of the proposed settlement in this action.

4 *See*, *e.g.*, 8-6-93, "Work on different state complaints; various
telephone conferences," 6.0 hours.

5 *See*, *e.g.*, Entries for 87-29-93, 7-30-93, 8-4-93, 8-19-93, 9-15-93.

6 *See*, *e.g.*, Burr & Forman Time Records, p. 24 (sent two lawyers to
6/15/94 1994 meeting in Washington); Langston, Frazer & Sweet Entries for
6/14 and 6/15/94 (Frazer in attendance); Crowley, Marks & Douglas Entries
for 6/14/94 (one lawyer attended; two lawyers spent total of 12 hours
preparing); Jones, Jones & Curry Entries for 6/13 and 6/14/94 (one lawyer
in attendance); Patrick Pendley Entry 6/14/94 (20 hours charged for same
meeting).

7 *See*, *e.g.*, Burr & Forman Entries of 9/7/93, 11/12/93, 12/27/93;
Crowley, Marks & Douglas Entries of 10/7/93, 10/8/93, 11/12/93, 12/3/93.

8 *See*, *e.g.*, Entries for 7/9/93, 7/12/93, 9/18/93, 11/23/93.

9 *See*, *e.g.*, Entries for 6/30/94, 7/5/94, and 7/6/94.

10 Burr & Forman also lists conferences and meetings in this manner, and
fees should be denied in those cases as well.  *See*, *e.g.*, Entry of 10-
6-94 (regarding meeting with Messrs. Crowley, Pendley, and Baxter).

11 *See*, *e.g.*,12/8 and 12/9/93, "Work on Rice file," 12 hours;
3/9
through 3/20/94, "Review Bronco II documents," 40.5 hours; 9/19 -
10/27/94, various entries concerning "Settlement
administration," 79.4
hours; 10/30 - 11/6/94, "Prepare for fairness hearing," 74.3 hours.

12 As with Burr & Forman, many of this firm's tasks, however, are
adequately described.

13 For instance, page 38 of Burr & Forman's time records contains
numerous
entries concerning clerical tasks performed by Burr & Forman staff.
These
tasks -- all billed at $40 per hour -- involve returning phone calls from
class members, unspecified "data entry," sorting mail, and the
like.
There are dozens of other like entries throughout Burr & Forman's time
records.

14 This affidavit was filed with the Circuit Court of Greene County on
October 31, 1994, but has never been filed with this Court.

15 We note that the fee rates for Mr. Pendley ($175 per hour; 27 years'
experience), Mr. Barrett ($150 per hour; 25 years' experience), and Mr.
Sanders ($75 per hour; 4 years' experience) appear much more reasonable
than the rates claimed by other counsel.

16 2013.3 hours X $10/hour = $20,133.00.

17 The invoices from the various experts included in plaintiffs' discovery
responses are attached hereto as Exhibit 3.

18 We have not included a $31.50 finance charge contained in Mr. Arndt's
October 1, 1994 invoice for an alleged past-due amount.

19 This includes $9,600 billed directly by Audits & Surveys, the company
that conducted the survey analyzed by Dr. Simonson.

20 This does not include expert fees, if any, charged by Milton Miller, a
Birmingham, Alabama car salesman, who provided the plaintiffs a two-and-
one-half page affidavit dated October 26, 1994.  The documents provided in
response to discovery do not include an invoice from Mr. Miller and perhaps
Mr. Miller did not charge class counsel for his work on this case.
In any event, Mr. Miller's short affidavit, which recounted Mr. Miller's
prior experience but did not require Mr. Miller to do any further work,
could not have added substantially to class counsel's
"expert" witness
costs.

21 The Kamber Group invoices are attached as Ex. 4.

22 *See* Declarations of Robert Hooker (Bennett Ex. Nos. 3, 7, 22);
Declaration of Eugene Meng (Bennett Ex. No. 10); Videotape
Comparison of
Retrofitted and Non-Retrofitted Vehicles (Bennett Objectors' Notice of
Filing, dated Oct. 25, 1994).

23 Mr. Richardson testified that, because the vehicle in question used
tires that were smaller than the Ford-specified tires there was a decreased
risk of rollover.  *Id.* at 139-40.  The smaller tires were
apparently placed on the vehicle as a retrofit, *i.e.*, by someone other
than Ford in production.  Thus, completely contrary to plaintiffs' assertion,
Mr. Richardson's testimony appears to favor retrofit, at least
as to use of a smaller tire.  Of course, Mr. Hooker maintains that a
smaller tire will decrease the Bronco II's rollover potential.   *See*
Oct. 15, 1994 Letter Attached to Hooker Decl. (Bennett Ex. No. 3); Supp.
Hooker Decl.,  3 (Nov. 21, 1993)(Bennett Ex. No. 22).

                                                                        
24 If, as class counsel claimed in their September 30 filing, there was no
viable retrofit, then thethe Consolidated Amended Class Action Complaint,
filed on July 25, 1994, makes no sense and might well violate Rule 11.
*See* Consolidated Amended Class Action Complaint, at page 20, subpart e
(specifically requesting retrofit relief).

25 *See* Bennett Objectors' Explanation of Newly-Filed Exhibits and
Supplemental Memorandum, at 16 n.9 (filed Nov. 23, 1994).  Class counsel
strongly suggested in their October 31, 1994 Reply Memorandum that they
had relied on the Black Book in their original filing, although that is
not the case.  *Id.* at 15-16.

26 If this were not the case, the complaints, which claimed damages for
diminution in value, would have violated Rule 11.  Moreover, if, as class
counsel maintained on September 30, 1994, there has been no diminution in
value, then the Amended Consolidated Class Action Complaint, filed on July
25, 1994, which claimed damages on the basis of such diminution (at  53,
59), clearly violated Rule 11.

27 The time records strongly imply that the Black Book values were not
consulted prior to Dr. Mathews' involvement.  The first mention of the
Black Book in the time records is an October 23, 1994 entry, in which Burr
& Forman paralegal Stephanie Storm spent five hours, at a charge of
$325.00, putting together the black book excerpts, apparently for use in
Dr. Mathews' affidavit.  *See* *also* October 24, 1994 Entry for Staff
Assistant Alicia Lovvorn (reviewing Black Book values for
accuracy).

28 For a detailed and persuasive discussion of why warning programs --
even those that are massive and extend over many years -- are not generally
successful, *see* *generally* Adler &
Pittle,*Cajolery or
Command:  Are Education Campaigns an Adequate Substitute for Regulation *,
1 Yale J. on Reg. 159 (1986).

29 In their October 31, 1994 Reply Memorandum (at 11-12), class counsel
quote a proposed warning, that they assert will be used if the settlement
is approved, which is essentially the same as the warning described in the
Settlement Agreement, although it contains some modifications.