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 
				)
	Plaintiff,		)  DEFENDANT MITNICK'S REPLY 
				)  TO GOVERNMENT'S 
v.				)  CONSOLIDATED OPPOSITION TO 
				)  DEFENDANT'S MOTIONS; 
KEVIN DAVID MITNICK, et al.,	)  DECLARATION OF
				)  DONALD C. RANDOLPH
	Defendants.		)
				)  DATE:   December 2, 1998
				)  TIME:  3:00 p.m.
________________________________)  CTRM:  12




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

ASSISTANTS, DAVID J. SCHINDLER AND CHRISTOPHER M.E. PAINTER:

 	Defendant, KEVIN DAVID MITNICK, by and through his attorney of 

record, Donald C. Randolph, hereby files this reply to the 

government's consolidated opposition to defendant Mitnick's motion

(A) for discovery; and (B) to continue the trial in this matter.





				-1-





	This Reply is based on attached Memorandum of Points and 

Authorities, the files and records in this matter, and upon such 

further evidence as may be presented at the expedited hearing on this 

matter.



DATED: December 2, 1998			Respectfully submitted,

					RANDOLPH & LEVANAS



					By:	                            
					DONALD C. RANDOLPH
					Attorneys for Defendant
					KEVIN DAVID MITNICK


































					-2-


					I.

				   INTRODUCTION

	In its Opposition, the government attempts to deflect the Court's 

focus from the government's violations of this Court's Order by 

somehow placing the "blame" on the defense.  The government's strategy  

in this regard is presented in a carefully-worded pleading, replete 

with invective such as "misleading filings", "bad faith", "troubling", 

"disingenuous", "manufacture of discovery dispute", and "outrageous".  

As discussed herein, the government has blurred the facts of the 

communications between counsel regarding that portion of the discovery 

compliance which constitutes "witness statements".  Additionally, the 

government continues to blur the facts regarding the electronic 

discovery compliance, and clearly seeks to take advantage of the 

complexity of this issue and in this Court's presumed lack of 

expertise in sophisticated computer technology.  It is respectfully 

submitted that the government is acting with an apparent confidence 

that this Court will not scrutinize the facts and will not impose any 

sanctions against the government for its numerous failures to comply 

with this Court's orders.

	Perhaps the most blatant example of the government's strategy is 

the government's misrepresentations regarding the status of the 

settlement negotiations between the parties.  In short, the government 

states that "the parties had reached a settlement agreement", and that 

"Mitnick once again back[ed] out of the agreement at the last minute, 

with no notice to the government".  This statement is false.  The 

parties engaged in numerous and comprehensive global settlement 






				-3-


discussions, and numerous drafts of plea agreements and accompanying

correspondence were exchanged between the parties.  Although many 

matters were resolved, others remained unresolved.  Ultimately, no 

settlement agreement was ever reached, and the proof of this simple 

fact is obvious:  there is no final document, executed by the parties, 

which purports to be a "settlement agreement".  Therefore, there is no 

plea agreement reached from which Mr. Mitnick could "back out" or 

"withdraw".

	This being the case, the question is why would the government 

assert otherwise?  Why would the government breach the confidentiality 

of plea negotiations and place blame for their failure on the defense?  

Indeed, why would the issue of "blame" for the failure of plea 

negotiations, the determination of which is totally subjective and 

completely irrelevant to the trier of fact, be placed squarely before 

the Court in this case?  The answer is simple:  the government is 

attempting to poison the Court against the defense with this otherwise 

irrelevant issue.  The defense respectfully requests this Court to 

sanction the government for misrepresenting that Mr. Mitnick 

"withdrew" from a nonexistent plea agreement.  The time spent by both 

parties in good faith settlement negotiations in an attempt to obtain 

a global resolution is undoubtedly relevant to the current status of 

the case; however, the subjective finger-pointing as to which party is 

responsible for the failure of the negotiations is clearly irrelevant.

				II.

		GOVERNMENT'S FAILURE TO PROVIDE DISCOVERY

	As set forth in this pleading before this Court, the government 






				-4-


is in violation of this Court's Omnibus Discovery Order in numerous 

respects.

	A.	Electronic Discovery

	In its Opposition, the government apparently acknowledges that it 

encountered some "technological glitches," and failed to produce 

substantial amounts of discovery until October 27, 1998, some four 

months after the Order was issued.  However, the government argues 

that there can be no prejudice to the defense, since Mr. Mitnick 

himself was not reviewing the discovery via the laptop computer./1  In 

this way, the government is attempting to deflect this Court's focus 

on the two most important factors:

	First, the government is admittedly four months delinquent in  

complying with the Court's order with no good cause presented;

	Second, this discovery was ordered to be provided to the defense 

for use in trial preparation, not as a courtesy to the client.  It is 

the obligation of defense counsel to receive discovery (hopefully in a 

timely fashion) and review it.  This obligation can not be met when 

the government does not follow the order of this Court.

	The government contends that it was not required to "produce 

copies of files that had been deleted or that were not readily 

apparent on the hard drives."  The Court's Order of June 3, 1998 makes 

no such distinction.  The Order reads as follows:

	"1.The government will make electronic copies of all 

	electronically stored files (the "Electronic Discovery") 

_____________________
     /1 The reasons for Mr. Mitnick's nonparticipation in the review of 
discovery to date as set forth in the attached Declaration.






				-5-


	except encrypted files that the government has not 

	decrypted, and provide these copies to Defendant subject to 

	the restrictions in Paragraph 2."

	In its Motion for Discovery, the defense sets forth numerous 

letters written to the government requesting a complete copy of the 

computer files, e.g., an "image copy", inasmuch as deleted files 

remain stored on the computer unless they are overwritten or otherwise 

erased.  The government's analogy to "paper documents" is illustrative 

of this point.  Of course, with a hard copy of a document, if material 

has been erased, then the substance obviously is not retrievable and 

cannot technologically be reproduced.  Conversely, on a computer, 

"deleted" files are not erased, but they are stored in a separate 

section of the hard drive where they are patently evident to anyone 

who is sufficiently computer literate.  Moreover, these files can be 

easily reproduced.  Of course, the government knows this fact very 

well, but it attempts to mislead this Court by arguing otherwise.

	III.  WITNESS STATEMENTS

	In its Opposition, the Government argues that it did not produce 

the witness statements in a timely fashion because "Mitnick's counsel 

instructed government counsel not to produce the witness statements so 

as not to complicate matters further."  The facts are substantially 

different, as set forth in the attached Declaration.  Defense counsel 

does not have the power to "instruct" the government not to comply 

with the Order of this Court.  When the government fails to comply 

with Court orders, the defense's only recourse is to seek the 

intervention of the Court and sanctions if appropriate.  In this case, 






				-6-


given the status of the settlement negotiations and, hopefully, 

imminent resolution of the entire case, defense counsel proposed the 

following to the government:  if the government would stipulate to 

reasonable continuance should the negotiations fail, the defense would 

not demand timely compliance of the witness statements and would 

not complain about a delay in their production.  This proposal would allow 

the parties to remain focused on the settlement negotiations, would 

save the government time in preparation of the discovery, and would 

not create a disadvantage to the government if the case was ultimately 

continued.  However, approximately two (2) weeks after the defense 

proposal, AUSA David Schindler stated unequivocally that the 

government could not stipulate to any continuance in this matter.  As 

such, the government rejected the defense proposal, and the discovery 

was already two weeks late.

	The truth of the matter is that both of the parties were 

completely focused on the good faith settlement negotiations, and the 

government was in no position to timely comply with the discovery 

order.  This fact is based on the following:

	1.	After the settlement negotiations failed, defense counsel 

inquired of the government as to the status of the witness statement.  

Government counsel replied, "We are putting them together as fast as 

possible";

	2.	Even though co-defendant was not a party to the settlement 

negotiations, the government failed to timely produce witness 

statements to his counsel.  The reason for this failure is obvious:  

the government had not put the discovery together;






				-7-


	3.	The government's failed to meet previous discovery 

deadlines, including the electronic discovery and the protective order 

that was ordered to be prepared last summer.

	4.	The government's failure to meet discovery deadlines even 

after failure of settlement negotiations, including the government's 

exhibit list and expert summaries which were due on November 19, 1998.  

	In summary, the government has failed to meet this Court's discovery 

orders, in part, due to the fact that it was engaged in  settlement 

communications with Mr. Mitnick and focused its attention on that 

aspect of the case.  Rather than accepting responsibility in this 

regard, the government has improperly attempted to deflect this 

Court's attention and avoid responsibility for its own actions.

	IV.  THE SETTLEMENT NEGOTIATIONS

	As set forth in the attached Declaration, Defense counsel has 

expended over 100 hours between August and October, 1998 in attempting 

to resolve  this case and all matters between the United States 

Government and Kevin Mitnick.  Although many issues were resolved, 

some critical matters were not and a settlement was not reached.  

Needless to say, this process deflected a substantial amount of 

attorney time from basic case preparation.  To the extent that a 

portion of the need for continuance is due to this situation, the 

defense accepts responsibility.  The defense is extremely mindful of 

this Court's prior admonitions regarding unwarranted expenditure of 

CJA funds.  Given the complexity of this case, the cost of an 

investigation and interview of government witnesses spread throughout 

the United States, Europe, and the Far East and the accompanying cost 






				-8-


of experts to decipher the computer discovery, it was felt that the 

high cost of a full-blown trial workup could have been avoided with a 

successful settlement.  Indeed, both parties believed that a 

settlement of this matter was close. 
















	If the parties erred in not bringing the status of the discovery 

and trial preparation to the attention of this Court sooner, it was 

only because the parties believed that a settlement was imminent, 

particularly during the month of October, 1998.  These matters 

unraveled in November, 1998, and within a week and a half thereafter, 

the defense filed its motions with this Court on November 24, 1998.


DATED:	December 2, 1998		Respectfully submitted,

					RANDOLPH & LEVANAS


				By:	_________________________
					Donald C. Randolph
					Attorneys for Defendant
					KEVIN DAVID MINTICK












				-9-



DECLARATION OF DONALD C. RANDOLPH

	I, Donald C. Randolph do declare as follows:

	1.	I am an attorney at law, a member in good standing of the bar 

of this court, and attorney of record for defendant, Kevin Mitnick in 

the above entitled case.

	GOVERNMENT'S FAILURE TO PROVIDE WITNESS STATEMENTS

	2.	In their Opposition, the government has misstated the facts 

surrounding their failure to provide the defense with the witness 

statements as required by the Court under its order.  Since August, 

1998, the defense and the government have engaged in settlement 

negotiations (discussed further hereinbelow).  The witness statements 

were due on or about October 21, 1998.  Shortly before that date, I 

personally discussed the matter with government counsel, Christopher 

Painter.  I advised Mr. Painter of the following:

	    a.	In light of the fact that the parties were engaged in good 

faith settlement negotiations, I agreed to not demand timely government 

compliance with the Court's Order so long as government counsel would 

stipulate to a continuance of the trial date in the event that the case 

ultimately did not settle.  This proposal was designed, inter alia, to 

keep the parties' focus on settling the case.

	    b.	Mr. Painter stated that he understood my proposal in this 

regard, and would confer with Mr. Schindler regarding the government's 

position.

	3.	Thereafter, I spoke with government counsel on October 22, 

1998, October 27, 1998, October 29, 1998, and November 4, 1998.  The 

purpose of all of these conversations was the ongoing settlement 





				-10-


negotiations.  I do not recall any further conversation during this time 

concerning our prior conversation about the discovery documents.  Since 

the parties were continuing to work on the settlement of the case, I 

assumed in good faith that the government was in agreement with my 

proposal, and I did not seek leave of the Court to enforce its discovery 

Order.

	4.	On or about November 6, 1998, I had another conversation with 

government counsel.  For the first time during this conversation, Mr. 

Schindler advised that the government could not and would not entertain 

any proposal to continue the trial date.  I expressed my dismay 

regarding his position, particularly in light of the fact that the 

parties' concentration in recent months had been focused on the 

settlement efforts.

	5.	Thereafter, the parties were unable to settle the matter.  On 

Monday, November 9, 1998, I began a jury trial which ended on November 

25, 1998.  On evenings and weekends, during the course of this trial, I 

prepared the motions for discovery, continuance, and Ex Parte 

application which were filed with this court on November 24, 1998.  

		EXHIBIT LIST AND EXPERT REPORTS AND SUMMARIES

	6.	Nowhere in its Opposition does the government address the fact 

that this Court's Omnibus Order required the government to produce an 

exhibit list and expert reports and summaries of testimony sixty (60) 

days prior to the trial date.  Given the current trial date of January 

19, 1998 that discovery was due on or before November 19, 1998.  With 

respect to the exhibit list, it is my recollection that at the date of 

our last hearing, this Court commented that it did not see why the 






				-12-


tentative exhibit list could not be immediately produced to the Defense.

			ELECTRONIC DISCOVERY

	7.	The Court's Omnibus Order in this regard is clear.  The 

government was to provide to the defense complete copies of this 

discovery with the exception of the encrypted files.  These copies were 

to be accompanied by a protective order that the government was to 

prepare.  As set forth in detail in our pleadings, the government has 

simply failed to comply with this portion of the Court's order.

	8.	The laptop computer was not previously provided to Mr. Mitnick 

for several reasons, including the following:

	    a.	Given the government's lack of compliance with the 

requirement to prepare a protective order, anything that Mr. Mitnick 

viewed, including his own correspondence, would subject Mr. Mitnick to 

future sanctions, a situation that would be untenable for a defendant 

already facing supervised release;

	    b.	The Court's order required defense counsel to personally 

supervise Mr. Mitnick's review of any electronic discovery, creating a 

situation which was simply impossible given the amount of time spent in 

the settlement process;

	    c.	Most of the files that were critical for Mr. Mitnick to 

review were not included in the materials given to the defense, although 

ordered by the Court to do so.

		GOVERNMENT CONDUCT WITH RESPECT TO RON AUSTIN

	9.	In its Opposition, the government suggested that the defense 

was completely knowledgeable of the information contained in the 

recently disclosed FBI discovery reports concerning Ron Austin.  This is 






				-12-


not the case.  The defense believes in good faith that no FBI 302 report 

concerning Ron Austin was ever disclosed to defense counsel in any of 

the prior pleadings or declarations with this Court.  The significance 

of the 302's, as set forth in the accompanying motions, is that Ron 

Austin was surreptitiously (and apparently illegally) tape-recording 

conversations with Kevin Mitnick as part of his cooperation agreement 

with government.  The government has failed to disclose their written 

agreement with Ron Austin in this regard (Giglio material) or the 

government's authorization of Mr. Austin's surreptitious tape-recording 

of Kevin Mitnick.  Defense counsel was aware that Austin had tape- 

recorded Mr. Mitnick.  However, it is the government's complicity in 

these events, the fact that a plea agreement was in existence, and the 

government's participation in obtaining privileged attorney-client 

information that is of significance in this regard.  It is this latter 

information that is contained in the FBI 302's that were not previously 

disclosed to the defense.

		Settlement Negotiations

	10.	Between August, 1998, and October, 1998, my office expended 

over one hundred hours engaging in personal and telephonic conferences 

with the prosecution, drafting and reviewing correspondence between 

the parties, researching legal issues, and consulting with my client 

in an attempt to reach a reasonable settlement in this matter.	

	Although numerous obstacles towards reaching a settlement were 

overcome during this period, the parties reached an irreconcilable 

impasse, at which point settlement negotiations ceased.  Prior to this 

point, I believed in good faith that a settlement would be reached in 






				-13-


this matter.

			Trial Preparation

	11.	Numerous tasks remain to be accomplished before I will be 

prepared to competently represent my client at trial in this matter, 

including the following:

	    a.	Review of the witness statements provided by the 

	government on November 17, 1998, demonstrate that an 

	investigation of worldwide proportions will be required in 

	order to prepare for trial in this matter.  Witnesses 

	interviewed by the government stated residences in the 

	countries of Japan, Finland, the United Kingdom, and Canada.  

	Furthermore, witnesses were interviewed throughout the United 

	States in, for example, Texas, North Carolina, Washington, 

	Colorado, Illinois and Northern California.

	    b.	The Court's Omnibus Discovery Order, as it is currently 

	written, requires that one of the defendant's attorneys be 

	present at all times while Mr. Mitnick is reviewing the 

	electronic discovery in this case.  I respectfully submit that 

	absent relaxation of this requirement, or Court authorization 

	to hire an additional attorney to work on this case, I will be 

	unable to review the discovery and prepare for trial.

	    c.	The defense must retain forensic expert(s) in the field 

	of computer security in order to review the audit logs and 

	other communications records of the various computer systems 

	from which the electronic evidence was obtained.  The defense 








				-14-


	has contacted candidates for this purpose but did not seek CJA 

	funds for the appointment of such expert due to the 

	significant costs which would be required.






	12.	Mindful of the Court's numerous admonitions regarding the 

expenditure of CJA funds in the defense of this case, I have pursued a 

defense strategy which I believed in good faith would result in an 

efficient resolution of this case without compromising the quality of 

Mr. Mitnick's representation.  To this end, between August, 1998, and 

October, 1998, my efforts in this case were dedicated primarily 

towards negotiating a reasonable plea agreement.

	I swear under penalty of perjury that the foregoing is true and 

correct.

	Executed this 2nd day of December, 1998 at Santa Monica, 

California.
					____________________________
					Donald C. Randolph

	





















				-15-


			    PROOF OF SERVICE

		STATE OF CALIFORNIA, COUNTY OF LOS ANGELES

	I am employed in the County of Los Angeles, State of California.  
I am over the age of 18 years and not a party to the within action.  
My business address is:

	1717 Fourth Street, Third Floor
	Santa Monica, CA  90401-3319

	On December 2, 1998, I served the foregoing document described as

	DEFENDANT MITNICK'S REPLY TO GOVERNMENT'S CONSOLIDATED 
	OPPOSITION TO DEFENDANT'S MOTIONS; DECLARATION OF DONALD C. 
	RANDOLPH

on interested parties in this action by placing a true copy thereof 
enclosed in a sealed envelope addressed as follows: 


Richard G. Sherman
16000 Ventura Boulevard, 5th Floor
Encino, CA 91436


Christopher Painter
Assistant United States Attorney
312 N. Spring Street, 11th Floor
Los Angeles, CA  90012

	I caused such envelope with postage thereon fully prepaid to be 
placed in the United States mail at Santa Monica, California.

	I declare that I am employed in the office of a member of the bar 
of this Court at whose direction the service was made.

EXECUTED on March 5, 1997, at Santa Monica, California.



                               
						___________________________
						Keith D. Bershatsky













				-16-

Attached: Declaration of Donald C. Randolph in support of motion for discovery and motion to continue