DONALD C. RANDOLPH, ESQ., California State Bar Number: 62468
RANDOLPH & LEVANAS
A Professional Corporation
1717 Fourth Street, Third Floor
Santa Monica, California  90401-3319
     Telephone:  310/395-7900


Attorneys for Defendant
KEVIN DAVID MITNICK




                         UNITED STATES DISTRICT COURT

                        CENTRAL DISTRICT OF CALIFORNIA



        UNITED STATES OF AMERICA,		) CASE NO. CR 96-881-MRP
       						) DEFENDANT MITNICK'S
                       Plaintiff,		) OPPOSITION TO GOVERNMENT'S
       						) PROPOSED OMNIBUS ORDER RE:
             v.					) DISCOVERY AND PRETRIAL
       						) MANAGEMENT
        KEVIN DAVID MITNICK, et. al,		)
       						) DATE:  May 18, 1998
                       Defendants.		) TIME:  1:30 p.m.
       						) CTRM:  12
       						) 
            _________________________________   )
        
        

     TO NORA M. MANELLA, UNITED STATES ATTORNEY, AND TO HER

ASSISTANTS, DAVID SCHINDLER AND CHRIS PAINTER:

     PLEASE TAKE NOTICE THAT, defendant KEVIN DAVID MITNICK, by and

through his attorney of record, Donald C. Randolph, hereby files this

Opposition to the Government's Proposed Omnibus Order Re: Discovery

and Pretrial Management.

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     This opposition is based upon the attached memorandum of points

and authorities, the files and pleadings in this case, and any oral or

documentary evidence which may be adduced at hearing on this matter.



DATED:    May 14, 1998             Respectfully submitted,

                                   RANDOLPH & LEVANAS




                              By:  ____________________________
                                   Donald C. Randolph
                                   Attorneys for Defendant
                                   KEVIN DAVID MITNICK



                MEMORANDUM OF POINTS AND AUTHORITIES

                                 I.

                            INTRODUCTION

     The government's Proposed Omnibus Order Re: Discovery and

Pretrial Management seeks to unduly restrict defense counsel's ability

to review the evidence in this case without legal justification. 

Furthermore, the government's plan will result in exorbitant costs in

reviewing this evidence and will serve to unnecessarily prolong these

proceedings.  The defendant objects to the government's proposal

because the government has failed to offer any legal or factual

justification for withholding this evidence or restricting the

defendant's access to it.

                                 II.

                              ARGUMENT

A.   The Government's Proposal Unjustifiably Seeks to Restrict

     the Defendant's Access to Discoverable Evidence.

     Despite repeated requests since October 6, 1996, the government

has refused to provide the defense with a copy of some portions of the

electronic discovery.  The government has recited various

justifications for its refusal in this regard, none of which is

persuasive.  Moreover, the government has not followed the requisite

legal procedures required for modification of the defendant's right to

access this information.  Instead, the government has proposed

restrictions on the defendant's ability to review the evidence in this

case which, at best, are severely inconvenient, and at worst, will

unfairly deny the defendant his rights to due process of law and

effective assistance of counsel.  Moreover, restricting access to

these materials will interfere with the defendant's Sixth Amendment

right to cross-examination at trial.  See United States v. Hsu, 982

F.Supp. 1022, 1025 (E.D.Pa. 1997).

     1.   The Defense is Entitled to a Copy of the Evidence

          Pursuant to Rule 16.

     Federal Rule of Criminal Procedure 16(a)(1)(C) provides:

          Upon request of the defendant the government shall permit

          the defendant to inspect and copy or photograph books,

          papers, documents...which are within the possession, custody

          or control of the government, and which are material to the

          preparation of the defendant's defense or are intended for

          use by the government as evidence in chief at the trial, or

          were obtained from or belong to the defendant. [Emphasis

          added].

          All of the electronic evidence in this case clearly falls within

the definition of discoverable evidence pursuant to Federal Rule of

Criminal Procedure 16.  As such, it must be made available for

inspection and copying by the defense.

     2.   The Government has neither Moved nor Shown Good

          Cause for Modification of the Defendant's Rights

          to Access the Discovery.

     Restrictions to the defendant's right of access to otherwise

discoverable materials cannot be sanctioned absent a specific and

sufficient showing of need.  See infra, American Standard Inc., v.

Pfizer Inc., 828 F.2d 734, 740 (Fed. Cir. 1987); Coca-Cola Bottling

Co. v. Coca-Cola Co., 107 F.R.D. 288, 292 (D. Del. 1985).  The

government has not demonstrated a basis sufficient to justify

restricting the defendant's access to these materials.  The government

does not dispute that the evidence in question falls within the

definition of Rule 16(a)(1)(C).  Nonetheless, it contends that it is

entitled to withhold and/or restrict the defendant's access to this

evidence without offering any legal basis to support its contention

nor has it received the approval of this Court for its position.

     Under some circumstances, the defendant's right to access

discoverable material may be modified.  Rule 16(d)(1) relating to

protective and modifying orders provides, in part:

          Upon a sufficient showing the court may at any time order

          that the discovery or inspection be denied, restricted, or

          deferred, or make such other order as is appropriate.

          

     In this case, the government has not demonstrated a sufficient showing

to justify modification of the defendant's right to the evidence in

question.

          a.   Evidence Containing Alleged Trade Secrets

     Because federal criminal legislation regarding trade secrets was

only recently enacted, there is scant caselaw applying Rule 16(d)(1)

to discovery disputes involving alleged trade secret information. 

Nonetheless, the issue has been accorded substantial consideration in

the analogous civil context through application of Federal Rule of

Civil Procedure 26(c)(7).  This statute provides, in relevant part:

          "Upon motion by a party or by the person from whom discovery

          is sought, accompanied by a certification that the movant

          has in good faith conferred or attempted to confer with

          other affected parties in an effort to resolve the dispute

          without court action, and for good cause shown, the court in

          which the action is pending... may make any order which

          justice requires to protect a party or person from

          annoyance, embarrassment, oppression, or undue burden or

          expense, including...that a trade secret or other

          confidential research, development, or commercial

          information not be revealed or be revealed only in a

          designated way..."  Fed.R.Civ.Pro. 26(c)(7).



          In order to invoke the protection provided under this rule, the

party seeking a protective order bears the burden of persuasion and

must satisfy a number of criteria.  First, the movant must establish

that the information it seeks to protect is, in fact, a trade secret. 

American Standard Inc., v. Pfizer Inc., 828 F.2d 734, 740 (Fed. Cir.

1987); Coca-Cola Bottling Co. v. Coca-Cola Co., 107 F.R.D. 288, 292

(D. Del. 1985). To this effect, the government must demonstrate that

(a) the owner has taken reasonable measures to keep the information

secret and (b) that secrecy adds independent economic value to the

information.  See 18 U.S.C. § 1839(3).

     Second, the movant must demonstrate that disclosure of the

subject information will be harmful.  American Standard, 828 F.2d 734,

740-1;  Brown Bag Software v. Symantec Corp., 960 F.2d 1465 (9th Cir.

1992).  The defense has already stated its willingness to enter into a

non-disclosure agreement which would ensure the secrecy of any

confidential trade secret information.  [See, correspondence dated

4/23/98, Exhibit A].  The government does not object to the defense

having access to this material; rather, it only objects to defense

counsel's access to this material outside government supervision. 

The implicit suggestion from this position is that defense counsel

cannot be trusted to maintain the information in a confidential and

secure manner.  This inappropriate and unfounded suggestion is,

nonetheless, insufficient to support the government's position absent

a specific showing that harm will result.  See, e.g., Smith, 869 F.2d

at 201;  Zenith Radio Corp. v. Matsushita Elec. Indus. Co., 529 F.

Supp. 866, 891 (E.D. Pa. 1981) ("in order to establish good cause, it

must be shown that disclosure will work a clearly defined and serious

injury.")  Mere assertions or hearsay allegations in an attorney's

affidavit will not suffice.  529 F. Supp. at 891.  Considering that,

under the government's own plan, the alleged trade secrets will be

disclosed to the defense, it is difficult to imagine how the act of

providing a copy to the defense will result in any greater harm to the

owners of the information.

     The defense need not show that the evidence in question is

material in order to be entitled to a copy of it pursuant to Rule

16(a)(1)(C).  See, United States v. McVeigh, 954 F. Supp. 1441, 1446-

47 (D.Colo. 1997).  Nonetheless, a showing of materiality may be

useful to the Court for the purpose of weighing the appropriateness of

any modification of the defendant's right to access this information. 

To this effect, the defense offers the following showing of

materiality.  

     The defense is in need of a full copy of the designated

"proprietary" software for the purpose of detailed and efficient

analysis thereof.  The defense must analyze the software in great

detail in order to determine, among other questions: who is the owner

of the software?  What reasonable measures were taken to keep it

secret?  Can an independent economic value can be attributed to its

secrecy?  Is all or any part of the software in the public domain?  

     All of these questions are directly relevant to proving the

charges alleged in the indictment and will require considerable

analysis of the evidence.  These efforts will be greatly frustrated if

the defense is limited to the restrictions inherent in the

government's proposal.

          b.   Encrypted Evidence.

     The government has taken the unprecedented position that it is

entitled to withhold evidence allegedly obtained from the defendant,

within its own possession and which is material to the preparation of

the defendant's defense, on the justification that such evidence is

unintelligible to the government.  There is no legal basis, nor has

one been offered, to justify the government's position in this matter. 

This evidence should not be subject to a protective order since the

government cannot make the requisite specific showing of harm

resulting from its disclosure.  To the extent that any encrypted file

contains proprietary data which might suffer harm through disclosure,

the defense reiterates its willingness to execute a non-disclosure

agreement to ensure its confidentiality.

     The evidence in question consists of encrypted computer files

found on computer systems allegedly seized from the defendant's

various residences and are therefore discoverable pursuant to Rule

16(a)(1)(C).  Moreover, the encrypted files are material to the

preparation of the defense.  Although the government has stated that

it will not use the contents of the encrypted files as evidence in

chief, it has stated that it will attempt to prove the allegations in

the indictment by arguing that the contents of the encrypted files are

the same as the content of non-encrypted files bearing similar

filenames.   [RT 3/30/98: 33-34, Exhibit B]  Obviously, the actual

contents of these files are material for the purposes of proving or

disproving the government's allegations.

     Additionally, the defense is informed and believes that some of

the encrypted material consists of correspondence and other data

written by the defendant.  These statements of the defendant in the

possession or custody of the government are subject to disclosure

pursuant to Rule 16(a)(1)(A) in addition to 16 (a)(1)(C).  See United

States v. Lanoue, 71 F.3d 966, 974 (1st Cir. 1995) (rule gives

defendant virtually an absolute right to his own recorded statements

absent extraordinary circumstances otherwise justifying protective

order); see also United States v. Bailleaux, 685 F.2d 1105, 1114 (9th

Cir. 1982) (adopting broad interpretation of relevance as applied to

defendant's statements as a matter of practicality).

     Furthermore, some of the files may contain correspondence with

prospective government witnesses which may be used to impeach their

testimony.  Finally, the encrypted files may contain exculpatory

evidence demonstrating, among other things, that the defendant was a

passive recipient of some of the data which the government alleges he

obtained without authorization.  All of the above factors demonstrate

that the defendant will be seriously prejudiced by the government's

refusal to produce this discovery consistent with its obligations.

     Naturally, the defense will provide the government with each

encrypted document (translated into plaintext), in its entirety, which

it intends to use in its case in chief through reciprocal discovery

procedures.

          c.   So-Called "Hacker Tools."

     The government has refused to provide a copy of computer programs

which it dubs "hacker tools" without legal or rational justification. 

This data is currently in the government's possession, was seized from

the defendant and, therefore, falls squarely within the scope of Rule

16(a)(1)(C).  Moreover, this data is material to the preparation of

the defense.  In the indictment, the government alleges that the

defendant used these programs as the method and means of perpetrating

unauthorized and fraudulent access to various computer systems.

[Indictment at 7-8, Exhibit C].  The defendant's access to this

evidence is necessary for the purposes of determining whether such

programs could be, or actually were, used in the manner alleged. 

There is no reason why defense counsel should be restricted in any

respect from performing this analysis.

     The government has demonstrated no harm whatsoever which may

result by providing defense counsel a copy of this data for

independent review.  These computer programs are not contraband. 

Moreoever, counsel for the defendant can assure the government that it

has no intention of utilizing these programs to gain unauthorized

access to any computer system.  Furthermore, the defense is informed

that these programs (and newer, more effective programs of the same

ilk) are freely accessible in the public domain.  Thus, no

legitimate government purpose will be served by denying the defense a

copy of this evidence for independent review.

          d.   Files Containing Access Codes.

     Once again, the government has offered no basis for denying the

defense this evidence to which it is entitled.  The government has

made no showing of harm which will result from disclosure of this

information.  It is likely that no such harm is possible since the

access codes in question (essentially consisting of credit card

numbers and other passwords) are well over three years old and are

most likely obsolete.  Furthermore, even if the codes are still

viable, no harm can result from their disclosure to defense counsel

absent an affirmative effort on their behalf to illegitimately use

these access codes.  Once again, execution of a non-disclosure

agreement will more than adequately protect against any harms which

may cause the government concern in this regard.

     For all of the above-mentioned reasons, the defense objects to

the government's refusal to comply with its obligations pursuant to

Rule 16(a)(1)(A) and (a)(1)(C).

B.   Pretrial Management.

     1.   The Off-Site Discovery Room.

     The defense has addressed some of the problems associated with

the deprivation of its right to a full copy of the evidence in this

case.  Many of these problems can be attributed, in part, to the

government's proposed method of reviewing the discovery via the off-

site discovery room.  This method of reviewing the evidence will

unquestionably result in exorbitant cost and unnecessary and grossly

inefficient expenditure of time and effort for the defense.  This

procedure will require defense counsel to coordinate their schedule

together with those of retained experts and government officials each

and every time they seek to review the voluminous discovery in this

case.  It will eliminate the possibility of reviewing these materials

outside of business hours, such as nights and weekends, thereby

imposing an unnecessary and unwelcome burden on the defense's ability

to review this material.  The government will suffer no similar

inconvenience.

     Apart from inconvenience, this procedure will unfairly confer

additional benefit upon the government by forcing the defense to

disclose the identity of its expert(s) who seek to gain access to the

discovery room.  The government has been faced with no similar

dilemma.  Finally, there remain inadequate assurances as to the

confidentiality afforded the defendant's review of the electronic

discovery at an off-site location administered by the government.  For

one, the government has offered no assurance that the defendant,

counsel and their experts will be entitled to review this data without

supervision or monitoring of any kind.  Secondly, details of the

defendant's review of this material will be available to the

government, despite the government's assertion that it will not

install any device to log the defendant's review of this material, due

to recording functions inherent in the operating systems of these

computers.

     Additional problems exist in the function of the off-site

discovery room with respect to proposed limitations on the ability of

the defendant himself to review the discovery.  Due to the sheer

volume and complexity of the data, the government's proposal to allow

Mr. Mitnick access to the discovery on only three occasions per month

is insufficient.  Moreover, the government has given no indication of

how much notice it will require prior to allowing defendant to

schedule such an appointment.  The defense believes that Mr. Mitnick

should be entitled to personally review the evidence in question as is

required in order to timely prepare for trail.

     2.   Inventory

     The government's proposed inventory list does not provide

sufficient information to allow for efficient review of this data. 

While general categorization of these files using terms such as

"operating software" or "stolen software" is of interest to the

defense, it will do little to assist the defense in focusing its

investigation of this universe of information to that material

relevant to the charges.

     The defense has no objection to inclusion of the original

location of each file but requests that the government's inventory

identify with greater specificity the nature of the files and their

relevance to the charges.  For example, instead of categorizing a file

as "stolen software," the inventory should read, "proprietary software

owned by Nokia Corp."

     3.   Exhibit List

     The government should provide forthwith a list of the exhibits it

intends to introduce during its case in chief.  The government has

been in possession of this material since at least February, 1995, and

the immediate production of its exhibit list will likely prove the

most effective manner of ensuring the timely commencement of trial in

this matter.

     Given the proposed restrictions discussed above (if sanctioned by

the Court), it is reasonable for the defense to disclose its list of

exhibits to the government no later than 30 days prior to trial.

     4.   Expert Reports and Summaries of Testimony

     For the same reasons cited above, these reports should be

disclosed to the defense as soon as they become available, and in no

case later than 120 days before trial.

     5.   Witness Statements

     Ordinarily disclosed as part of standard discovery by the

government in this district, these statements should be disclosed to

the defense forthwith.  Inasmuch as many of the allegations contained

in the indictment took place throughout the United States, the

defendant will need a reasonable opportunity to conduct investigations

and interviews of these witnesses.  As this will likely be a lengthy

process, the defense should have the ability to commence forthwith and

in no case later than 120 days before trial.

     6.   Motions In Limine and Jury Instructions

     The defense proposes that all motions in limine and jury

instructions be filed thirty (30) days prior to trial.

     7.   Trial Date

     Until the discovery review procedure is in place, it is difficult

for the defense to gauge its efficiency and determine a feasible trial

date.  Notwithstanding this uncertainty, the defendant requests a

trial date in mid-January, 1999.  Good cause for this proposal

consists of the following:

     (a)  As stated above, the events which are the subject of this

indictment occurred throughout the United States and their

investigation will be time-consuming.

     (b)  Defense counsel's office does not have resources similar to

those of the government; only two attorneys, Donald C. Randolph and

Gregory L. Vinson, are participating in the preparation of this

defense.  Furthermore, defense counsel has a number of additional

cases pending trial including: 

          i.   United States v. Hakeem, Western District of

          Michigan, No. 1:96-CR-184.  Date of Trial ("DOT"):

          May 26, 1998; estimated duration: 1 week.

          ii.  United States v. Berghoudian, Central Dist.

          California, CR 97-1149-JMI.  DOT: June 2, 1998;

          estimated duration: 2 weeks.

          iii. Noorani v. Schnee, L.A. County Superior

          Court, No. SC044416.  DOT: July 13, 1998;

          estimated duration: 1 week.

          iv.  United States v. Carrington, Central Dist.

          California, CR 98-34-CBM.  DOT: July 21, 1998;

          estimated duration: 1 month.

          v.   People v. Odulio, San Diego County Superior

          Court, No. CD130232.  DOT: September 1, 1998;

          estimated duration: 3 weeks.

     In addition to the above-referenced matters set for trial,

counsel has a number of non-trial appearances including sentencing and

appellate matters calendered during the coming months which will limit

its ability to prepare for trial in this matter.

                                III.

                             CONCLUSION

     For all the foregoing reasons, the defendant objects to the

government's Proposed Omnibus Order Re: Discovery and Pretrial

Management.



DATED:    May 14, 1998             Respectfully submitted,

                                   RANDOLPH & LEVANAS



                              By:  ________________________
                                   Donald C. Randolph
                                   Attorneys for Defendant
                                   KEVIN DAVID MITNICK