December 9, 1993
                  UNITED STATES COURT OF APPEALS
                      FOR THE FIRST CIRCUIT
                                           

No. 93-1122

                    UNITED STATES OF AMERICA,

                            Appellee,

                                v.

                        STEPHEN C. JONES,

                      Defendant, Appellant.

                                           

                           ERRATA SHEET

  Please make the following  correction in the opinion in the  above
case released on December 3, 1993:

Page, line 2:    "entences" should be corrected to read
              "sentences"

                  UNITED STATES COURT OF APPEALS
                      FOR THE FIRST CIRCUIT
                                           

No. 93-1122

                    UNITED STATES OF AMERICA,

                            Appellee,

                                v.

                        STEPHEN C. JONES,

                      Defendant, Appellant.

                                           

           APPEAL FROM THE UNITED STATES DISTRICT COURT

                    FOR THE DISTRICT OF MAINE

             [Hon. Gene Carter, U.S. District Judge]
                                                   

                                           

                              Before

                 Selya and Stahl, Circuit Judges,
                                                
                   and Fuste,* District Judge.
                                             

                                           

  Morris M.  Goldings  with  whom  Richard S.  Jacobs  and  Mahoney,
                                                                    
Hawkes &amp; Goldings were on brief for appellant.
               
  Margaret  D.  McGaughey,  Assistant United  States  Attorney, with
                         
whom Jay P. McCloskey, United  States Attorney, and Raymond C. Hurley,
                                                                   
Assistant United States Attorney, were on brief for appellee.
                                           

                         December 3, 1993
                                           

                   

*Of the District of Puerto Rico, sitting by designation.

          FUSTE,  District Judge.     Defendant  Stephen C. Jones
          FUSTE,  District Judge.   
                                 

was  convicted of  conspiracy to  defraud  two federally  insured

banks and to  transport forged securities in  interstate commerce

in  violation  of 18  U.S.C.    2314  (Count  1), bank  fraud  in

violation  of 18  U.S.C.    1344  (Counts II  and  III), and  the

interstate transportation of  forged securities in  contravention

of 18 U.S.C.    2314 (Counts IV and  V).  Jones argues  on appeal

that (1) a UCC-3  release of collateral form is  not a "security"

as defined by  pertinent statute and his conviction  on Counts IV

and V should,  therefore, be reversed; (2) the  judge incorrectly

gave a  willful blindness  instruction as  to Jones'  intent; (3)

there was insufficient evidence to support the verdicts; (4)  the

court erroneously denied a motion to sever Jones' trial from that

of his  codefendant, and (5)  the sentence was overly  severe and

was incorrectly based on Jones' occupation as an attorney.

          We conclude that a UCC-3 release of  collateral form is

not a  security as  provided for in  the applicable  statute, the

willful blindness instruction was correctly given, and the denial

of  the motion for  severance was not  an error.   We reverse the

conviction  on  Counts IV  and  V  and the  consecutive  ten-year

sentence imposed for the transportation of forged securities.  We

find  that  there  was  sufficient  evidence  to  support  Jones'

                               -2-
                                2

conviction on Counts  I, II, and III and  therefore the five-year

concurrent sentences imposed on those counts shall stand.

                                I.

                            Background
                                      

          Viewing the evidence in the light most favorable to the

government,  see United States v. Rivera-Santiago, 872 F.2d 1073,
                                                 

1078-79  (1st  Cir.),  cert.  denied, 492  U.S.  910  (1989), the
                                    

following facts  were established  at trial.    During the  early

1970s, defendant Stephen C. Jones, together with his father Allan

and  Jones' codefendant, Robert  Welch, formed a  holding company

called  Iyanough  Management,  which over  the  years  acquired a

number of hotels, motels, and  other property.  In 1985, Iyanough

Management  entered  into  a partnership  known  as  Armory Hotel

Associates  with a group of contractors  and developers in Maine.

The  purpose of  the partnership  was  to convert  an old  armory

building in Portland, Maine, into  the Portland Regency Inn.  The

renovations were  financed through a  loan from Patriot  Bank for

$8.2 million, which was secured by a mortgage of the building and

a  security  interest  covering   the  furniture,  fixtures,  and

equipment of the hotel.  A further cash infusion into the project

was obtained from the  Berkshire Saving Bank in the form  of a $2

million irrevocable line of credit, which was secured by a second

mortgage on  the building and  a second security interest  in the

                               -3-
                                3

furniture,  fixtures, and equipment  of the hotel.   As a part of

the original mortgage agreement with  the two banks, Armory Hotel

Associates signed a  UCC-1 form with each  bank.  This form  is a

financing statement which certifies that a party holds a security

interest in  particular property.   The UCC-1  is filed  with the

Secretary of  State's office  so that any  later parties  will be

aware that there  is an encumbrance  upon the property.   Each of

the  mortgage  agreements   with  the  banks  provided   that  no

additional  encumbrances upon  the collateral could  be incurred,

and  in the  event that  any  part of  the security  was  sold or

transferred, the entire mortgage debt would be due and payable on

demand.  As one of  the partners in the Armory Hotel  Associates,

Jones signed the notarized mortgage security agreements with both

banks.

          Beginning  in  1987,   Iyanough  Management  began   to

experience financial difficulties.  As a measure to generate cash

flow,  a sale  and lease  back  of the  furniture, fixtures,  and

equipment  of the  Portland Regency  Inn  was negotiated  through

broker David  Mudie.   Mudie was originally  led to  believe that

Iyanough Management owned the Portland Regency and its furniture,

fixtures and equipment.   Through a search with  the Secretary of

State's  Office, Mudie  found out  that  Armory Hotel  Associates

actually owned  the hotel and  its contents,  and discovered  the

                               -4-
                                4

lien on the fixtures, furniture  and equipment.  As a result,  in

order  to complete  the sale  and lease  back, Kansallis  Finance

Ltd.,  the group  financing  the  transaction,  required  that  a

release of  the security  interests of  Berkshire County  Savings

Bank and  Patriot Bank be  perfected through the filing  of UCC-3

forms.   A UCC-3  is a document  which can  be used to  release a

security interest in certain property which has been memorialized

in a UCC-1.1   Welch induced employees of  Iyanough Management to

forge the signatures of the loan officers of the two banks on the

release forms.   The two forged documents, purporting  to release

the  interest of the two banks, were  filed with the Secretary of

State's office in Maine in  August 1987.  Welch also directed  an

employee to forge the  signature of one of the  Maine partners of

the Armory  Hotel Associates on  various other forms  required by

Kansallis.

          One  of Kansallis' prerequisites for the closing was an

opinion letter from  counsel for Armory Hotel  Associates opining

that Kansallis was  receiving a  first security  interest in  the

collateral consisting of the  furniture, fixtures, and equipment.

Two drafts of  the opinion letter were  sent to Jones at  his law

firm by the attorney for Kansallis.  The final opinion letter was

                    

     1A UCC-3  can also be  used to  continue, assign or  amend a
security interest.  When we discuss the document in this case, we
are referring to its use as a release of a security interest.

                               -5-
                                5

returned  to Kansallis' counsel  on the letterhead  of Jones' law

firm,  and  was signed  by  John  Aufiero, counsel  for  Iyanough

Management.   Aufiero testified  at trial that  he was  given the

form by Jones to sign.  David Mudie testified that he  spoke with

Jones  several  times  about the  transaction  and  the documents

necessary to complete  the arrangement.  When the transaction was

completed,   the  sum  of   $1,288,533  was  wired   to  Iyanough

Management's  account.  Approximately $290,000 of the proceeds of

the loan were  eventually transferred into  an account in  Jones'

name.

          FBI Agent  James Osterrieder interviewed Jones  as part

of  his  investigation  of  the  forged  documents.    During the

interview, Jones stated  that initially it was his  idea to carry

out  the sale  and lease  back  of the  furniture, fixtures,  and

equipment, in order to generate cash.  Jones stated  that he knew

that the  banks had  a lien  on the equipment,  but thought  that

there was a clause in the  closing document which would allow for

the sale and lease  back.  Jones also told the  agent that he and

Welch  had discussed  the need  for a  UCC-3 release  of interest

before the sale and lease back could proceed, but that Welch said

that he would take  care of the problem.  Jones  admitted that he

had seen  a draft  of the  opinion letter  which was required  by

Kansallis to consummate the sale and lease back deal, and that he

                               -6-
                                6

arranged to have Aufiero sign the letter because Jones was out of

town at the time.

          Robert Welch pled  guilty to bank fraud  and interstate

transportation  of forged securities,  and proceeded to  trial on

the  conspiracy  charge.    At  trial,  Welch  testified that  he

completed the  arrangement for  the sale  and lease back  without

telling Jones  the  details of  the transaction,  and that  Jones

never questioned  Welch about the  deal.  Both  defendants argued

that  Welch,  working alone,  caused  the UCC-3  documents  to be

forged  by Iyanough  Management  employees  and  filed  with  the

Secretary of  State.   Welch was found  guilty of  conspiracy and

Jones was found guilty on all counts.

                               II.

                            Discussion
                                      

A.  Release of Collateral as a Security Interest
                                                

          Jones first argues that a UCC-3 is not a "security" for

the purposes of  18 U.S.C.   2314.  18 U.S.C.    2311 defines the

term "security"  as used in    2314.2  The district  court found,

                    

     2Section 2311 provides: 

          "[S]ecurities"  includes   any  note,   stock
          certificate, bond,  debenture, check,  draft,
          warrant, traveler's check,  letter of credit,
          warehouse receipt, negotiable bill of lading,
          evidence  of  indebtedness,   certificate  of
          interest  or  participation  in  any  profit-
          sharing      agreement,      collateral-trust

                               -7-
                                7

and  the government  argues,  that  a UCC-3  is  analogous to  an

"instrument  or   document  or   writing . . .  transferring   or

assigning any right, title or interest  in or to goods, wares and

merchandise."   We  disagree and  hold  that a  UCC-3 release  of

collateral  is not  a "security"  for  the purpose  of 18  U.S.C.

 2314. 

          Statutory interpretation  is  a question  of  law  and,

therefore,  is subject  to  de  novo review.    United States  v.
                                                                 

Taylor, 802  F.2d 1108, 1112  (9th Cir. 1986), cert.  denied, 479
                                                            

U.S.  1094 (1987).   It has been  found that Congress  intended a

broad definition  of securities in  the context of  outlawing the

transportation of falsely made or forged securities in interstate

commerce.   United States  v. Speidel, 562  F.2d 1129,  1131 (8th
                                     

Cir. 1977),  cert. denied, 435 U.S.  915 (1978).  An  analysis of
                         

                    

          certificate,  preorganization certificate  or
          subscription, transferable  share, investment
          contract, voting-trust certificate;  valid or
          blank  motor  vehicle title;  certificate  of
          interest in property, tangible or intangible;
          instrument or document  or writing evidencing
          ownership of  goods, wares,  and merchandise,
          or  transferring  or   assigning  any  right,
          title, or interest in or to goods, wares, and
          merchandise;  or in  general, any  instrument
          commonly  known  as   a  "security",  or  any
          certificate of interest  or participation in,
          temporary or interim certificate for, receipt
          for,  warrant, or  right  to subscribe  to or
          purchase any of the  foregoing or any forged,
          counterfeited, or spurious  representation of
          any of the foregoing.

                               -8-
                                8

the   cases  applying   the   definition  of   "security"   under

section 2314,  however, does  not result  in a  clear picture  of

exactly what is  encompassed in this broad definition,  or how to

proceed in determining  whether novel instruments should  also be

included.  

          The  district  court  relied  upon Speidel,  supra,  in
                                                            

support of  its finding that a UCC-3 is  a security.  In Speidel,
                                                                

the Eighth Circuit held that a quitclaim deed is a security.  The

court found that  although a quitclaim  deed is  not the type  of

item  normally considered  as a  security  by the  commercial and

financial  community, such an instrument is an express conveyance

of  whatever interest and  title the  grantor has  in a  piece of

property.  Although it warrants no specific interest in property,

it does transfer some interest in  property.  Such a deed may  be

used  to  convey  interests  in  land, to  clear  title  to  land

encumbered  by  liens  or  to  transmit full  title  to  land  by

conveying the grantor's entire interest  to any grantee.  After a

quitclaim deed is conveyed, the grantee holds the entire interest

which the grantor had owned.

          We are unable  to agree with the district  court that a

UCC-3 is analogous to a quitclaim deed.  Unlike a quitclaim deed,

the  UCC-3 at issue  in this case  is not effective  by itself to

transfer or assign a title, right or interest  in or to property.

                               -9-
                                9

At most,  one could  argue that the  UCC-3 transfers  an interest

from the secured party back to  the owner of the property.   This

is a much  more constrained purpose than the potential  uses of a

quitclaim deed, and only permits a transfer of a limited interest

to one  particular party, the original owner.  The sole result of

the filing  of a UCC-3 is  that the owner  of the property  has a

title free of  encumbrances and can proceed to  transfer the lien

free  property to  another party.   In  this case, the  UCC-3 was

merely one step in the process of transferring an interest in the

fixtures,  furniture, and  equipment to  a  third party,  and was

insufficient on its own to convey title to the items listed.  

          Furthermore,  a   UCC-3  does  not  contain   the  same

qualities as other  documents which have been  deemed securities.

In determining whether an instrument is a security,  other courts

have  examined factors such as  whether the document evidences an

obligation  for the payment  of money or  represents a particular

interest in  goods or  property and  has  inherent value,  United
                                                                 

States v.  Canton, 470 F.2d 861, 863  (2d Cir. 1972); whether the
                 

instrument has intrinsic  value and is recognized and  treated as

having intrinsic value  in the regular channels  of commerce, and

whether the document could be  sold, United States v. Wexler, 621
                                                            

F.2d 1218,  1224 (2d  Cir.), cert. denied,  449 U.S.  841 (1980);
                                         

whether the  item could be  used as collateral and  represents an

                               -10-
                                10

acknowledgment of a debt owed  or a contractual obligation to pay

in the future, United  States v. Austin, 462 F.2d  724, 736 (10th
                                       

Cir.),  cert. denied,  409  U.S.  1048  (1972); and  whether  the
                    

document purports to be valuable and is sufficient to establish a

given right, relationship or property interest.  United States v.
                                                                 

Johnson, 700 F.2d 163, 175 (5th Cir. 1983).      
       

          The effect of the forged UCC-3 release here was only to

terminate the security  interest which the two banks  held in the

fixtures, furniture, and  equipment of the Portland  Regency Inn.

By  itself, a  document of  release  has no  value, and  does not

represent a tangible or intangible valuable property right.  Such

a form  could not  be sold or  used as  collateral.  It  does not

represent  an acknowledgment  of  a debt  owed  or a  contractual

obligation to pay in the future.   The form was valuable only  to

the Armory Hotel Associates and not to  any third party.  A UCC-3

serves  merely to  terminate and  not to  transfer or  assign any

property interest.  

          In addition, we recognize  that when, as in  this case,

there is ambiguity  in a criminal statute, such  ambiguity should

be  construed  in favor  of  the  defendant.   United  States  v.
                                                                 

Borowski, 977 F.2d  27 (1st Cir. 1992).   Because we hold  that a
        

UCC-3 is not a security as defined for the purposes of  18 U.S.C.

  2314,   Jones'   conviction  on   two   counts  of   interstate

                               -11-
                                11

transportation of forged securities pursuant to this section must

be reversed.

B.  Willful Blindness Instruction
                                 

          Next,   Jones  objects   to  the   "willful  blindness"

instruction given to the jury, arguing that there was no evidence

that he was  aware that  a crime  was likely in  progress and  no

evidence that he facilitated it.  A willful blindness instruction

is  appropriate when  (1) defendant  claims a lack  of knowledge;

(2) the facts suggest a conscious course of deliberate ignorance,

and   (3)  the  instructions,   taken  as  a   whole,  cannot  be

misunderstood by a juror as  mandating an inference of knowledge.

United States  v. St. Michael's  Credit Union, 880 F.2d  579, 584
                                             

(1st Cir. 1989).    Here, the first  element is obviously present

since Jones claims  that he was ignorant of any  wrongdoing.  The

second requirement may  be established from the  evidence adduced

at  trial.   Jones, as one  of the partners,  signed the original

mortgage  agreements  with  Patriot  Bank  and  Berkshire  County

Savings   Bank.    By  signing  these  agreements,  he  displayed

knowledge  of the encumbrances placed on the fixtures, furniture,

and equipment of  the Portland Regency Inn.   He also would  have

known that the  agreements provided that Armory  Hotel Associates

could  not incur any  additional encumbrances on  the collateral,

and that the  mortgage would become due and payable if any of the

                               -12-
                                12

collateral  was sold or transferred.  There was evidence produced

at trial that Jones  and Welch discussed the need  to obtain cash

for  Iyanough Management, and  the possibility of  obtaining such

cash through a deal with Mudie involving a sale of the furniture,

fixtures, and equipment  of the Portland Regency Inn.   There was

evidence that  Mudie  discussed  the deal  with  Jones  and  that

Rodr guez,  the lawyer  for Kansallis,  sent  documents to  Jones

regarding the deal,  including drafts of the opinion  letter.  In

its  final form,  this opinion  letter  represented, among  other

things,  that the  firm was  acting as  counsel for  Armory Hotel

Associates  and that  there  were no  other  encumbrances on  the

furniture, fixtures,  and equipment  so that  Kansallis' security

interest was perfected.  Furthermore, John Aufiero testified that

Jones brought him the opinion  letter on the letterhead of Jones'

law firm, and requested that Aufiero sign the document. 

          Testimony by the  FBI agent established  that initially

it  was Jones'  idea to arrange  the sale  and lease back  of the

furniture, fixtures, and equipment.  Jones told the agent that he

was  aware of  the banks'  liens on  the equipment but  felt that

there was some  way out of them.  According to Jones, Welch later

told Jones that  Welch did not think that  the bank would release

the collateral, but  that Welch would take  care of it.   The day

after the money came through  from Mudie and Kansallis, there was

                               -13-
                                13

evidence   that  Jones   personally  received   checks  totalling

approximately $290,000. 

          This evidence, taken in the light most favorable to the

government, is sufficient for a  jury to conclude that Jones knew

about  the deal  with Kansallis and  Mudie, and knew  that such a

deal would not  be able to  go forward without  a release of  the

prior security interests held by  the two banks in the furniture,

fixtures, and equipment of  the Portland Regency Inn.   Moreover,

there is sufficient  evidence from which  a jury could  conclude,

that Jones knew  both (1) that the banks  would not release their

interests unless their mortgages were  paid in full, and (2) that

the opinion letter  was an alternative  means of representing  to

Kansallis that the property was no longer encumbered by any prior

liens.   Even if, as  Welch testified,  Jones was unaware  of the

actual steps taken by Welch  to release the security interest, we

find that the  facts established at trial suggest  that this lack

of  knowledge  could have  been  due  to  a conscious  course  of

deliberate ignorance on the part of Jones.    

          The  jury  instruction  given was  not  likely  to give

jurors  the  impression  that  they were  compelled  to  make  an

inference  of  knowledge  on  the  part  of  Jones.    The  judge

instructed the jury 

          [t]hat  in   considering  whether   defendant
          Stephen   Jones   knowingly   committed   any

                               -14-
                                14

          offense, you  may infer but  are not required
          to  infer,  knowledge  on  his  part  from  a
          combination of suspicion  and indifference to
          the  truth  if you  find beyond  a reasonable
          doubt that to have existed on his part. [sic]
          If you find  that he had a  strong suspicious
          [sic] that things were  not what they seemed,
          or that someone  had withheld some  important
          facts, yet that he shut his eyes for  fear of
          what he would learn, you may conclude that he
          acted  knowingly . . . . With  regard to  any
          such  inference you  must  reason with  care.
          You may not draw this inference  or knowledge
          from negligence  or mistake.  I  instruct you
          that  negligence, even  gross negligence,  is
          not  a proper basis  to support a  finding of
          wilfulness,  or  to  support   a  finding  of
          knowledge, nor is error or mistake . . .  I'm
          not suggesting one  way or the other  how you
          should find with  respect to this matter.   I
          am  not suggesting  that  you  make any  such
          finding,  or that if you do, what the finding
          should be.  I'm simply telling you . . . that
          you may infer  knowledge if you  find willful
          blindness to a fact to have occurred.

This  instruction clearly did not mandate  a finding of knowledge

on the part of the jury.

          Jones  objects that  the court  failed  to utilize  the

instructions on  willful blindness  which the defendant  offered,

arguing that his wording  "more properly put such  instruction in

the  proper  context  for  the  jury."   The  failure  to  give a

requested  jury  instruction  is reversible  error  only  if "the

requested   instruction   is  substantially   correct,   was  not

substantially covered in the charge actually given, and covers an

important point  in  the trial  so that  the failure  to give  it

                               -15-
                                15

seriously impaired  the defendant's  ability to  present a  given

defense."   United States v.  Nason, No. 92-2303,  slip op. at 11
                                   

(1st Cir. July 9, 1993) (citing United States v. Newton, 891 F.2d
                                                       

944,  949 (1st  Cir. 1989)).   Jones'  argument fails  under this

test.    Although  his  requested  instruction  is  substantially

correct, Jones fails to point out in what manner his instructions

were superior to those given, and a comparison of the two sets of

instructions shows no material difference in what was conveyed to

the jury.  There is no suggestion that an important point was not

conveyed by  the given  instructions.  We  find no  error in  the

judge's declining to adopt Jones' suggested instructions. 

C.  Sufficiency of the Evidence
                               

          Jones  argues that there  was insufficient  evidence to

sustain  his conviction.  In  order to successfully challenge the

sufficiency of the evidence on appeal, a defendant must show that

no  reasonable   jury  could  have  found  him  guilty  beyond  a

reasonable doubt.  United States v. Innamorati, 996 F.2d 456, 469
                                              

(1st  Cir. 1993).   On appeal, we  must view the  evidence in the

light  most favorable to  the government, "drawing  all plausible

inferences  in   its   favor  and   resolving   all   credibility

determinations in line  with the jury's verdict."   United States
                                                                 

v. David, 940 F.2d 722, 730 (1st Cir.), cert. denied,     U.S.   
                                                                 

                               -16-
                                16

(1991).  We will examine the conspiracy and bank fraud charges in

turn.

     1.  Conspiracy Charge
                          

          Conviction  of  conspiracy   requires  proof  that  the

defendant  entered into  an  agreement with  another to  commit a

crime; the agreement need not be express but may be implicit in a

working  relationship.    Innamorati,  996  F.2d  at  470.    The
                                    

government must prove two kinds of  intent:  intent to agree  and

intent to commit the crime.  However,  "[t]he government need not

prove  that  a   co-conspirator  knew  all  of  the   details  or

participated  in all  of the  objectives  of the  plan."   United
                                                                 

States v. G mez-Pab n,  911 F.2d 847, 853 (1st  Cir. 1990), cert.
                                                                 

denied, 498 U.S. 1074 (1991) (citations omitted).
      

          In order to convict Jones of conspiracy to  commit bank

fraud,3 the prosecution must show  that Jones and Welch agreed to

defraud  Patriot Bank and  Berkshire County Savings  Bank.  Jones

argues that the fraud perpetrated upon the banks was completed on

July 23, 1987,  when the forged  UCC-3 forms were filed  with the

Maine Secretary  of  State, and  that  the only  direct  evidence

connecting  Jones  to  any fraudulent  activity  was  the opinion

                    

     3Our  disposition of this appeal renders moot any discussion
of  the part  of the  charge for  conspiracy to  transport forged
securities in interstate commerce.  For that reason, we limit the
analysis  to the  sufficiency  of the  charge  for conspiracy  to
commit bank fraud.

                               -17-
                                17

letter dated August  10, 1987.  This claim,  however, ignores the

evidence that  Jones knew about  the possibility of the  sale and

lease back  arrangement, and  discussed  with Welch  the need  to

obtain releases  from the two  banks.  From this,  the jury could

have inferred  that even if  Jones did not have  actual knowledge

that Welch was forging the UCC-3 forms,  he knew that there was a

need to obtain  a release from the  banks, he was aware  that the

bank would not  allow such a release unless the mortgage was paid

in full, and he  knew that somehow Welch was going  to "take care

of it."  Based on this evidence, a reasonable jury could conclude

that even if there was  no express agreement, Jones sat passively

by  and let his  partner proceed  with the  sale and  lease back,

knowing that the  transaction could not be  completed legally and

would effect a fraud on the new lender.  

     2.  Bank Fraud Charges
                           

          In order to convict Jones of bank fraud under 18 U.S.C.

  1344(1), the  jury had to  find beyond a reasonable  doubt that

Jones "engaged  in or attempted to engage  in a pattern or course

of conduct designed  to deceive a federally chartered  or insured

financial institution into releasing property, with the intent to

victimize the  institution by exposing it to  actual or potential

loss."  United States  v. Ragosta, 970 F.2d 1085, 1089 (2d Cir.),
                                 

cert.  denied,       U.S.       (1992) (quoting  United States v.
                                                                 

                               -18-
                                18

Stavroulakis, 952 F.2d 686, 694 (2d Cir. 1992)).   The element of
            

intent can  be established  through  circumstantial evidence  and

inferences drawn from evidence presented at trial.  Id. at 1090.
                                                       

          The  same evidence which serves to sustain a conviction

for conspiracy to commit bank fraud will suffice to affirm Jones'

conviction  for  bank  fraud under  a  willful  blindness theory.

Jones knew that a sale and lease back of the furniture, fixtures,

and equipment was being planned.  He knew that Kansallis required

a release of  the banks' interest and  that such a release  would

not  be granted unless  the mortgage was  paid off.   Even if, as

Welch testified, Jones never found out about the forgery and just

trusted  Welch  to  work  out  a deal  which  would  provide  the

desperately needed  cash, a  rational jury  could have  concluded

that  Jones deliberately  shut  his eyes  to what  was occurring.

"The  purpose  of the  willful  blindness  theory  is  to  impose

criminal liability on  people who, recognizing the  likelihood of

wrongdoing,  nonetheless   consciously  refuse   to  take   basic

investigatory steps."  United  States v. Rothrock, 806  F.2d 318,
                                                 

323  (1st  Cir. 1986).    The  evidence  presented at  trial  was

sufficient for a conviction on the counts of bank fraud.

D.  Motion to Sever
                   

                               -19-
                                19

          Jones moved  for severance  of his trial  from that  of

codefendant Welch under Fed.  R. Crim. P. 14.4   The court denied

his motion, holding that Jones failed to persuasively demonstrate

that  he would  incur  prejudice at  trial  as  a result  of  the

joinder.   Jones appeals the denial, arguing that he was a victim

of the prejudicial spillover of evidence against his codefendant,

who  had already pled  guilty to the  substantive counts charged.

In addition, Jones  suggests that the jury may have held him to a

higher standard than Welch since Jones was an attorney.  Finally,

Jones argues that the joinder improperly placed him in a position

where, in order to exercise his Fifth Amendment privilege against

self-incrimination,  he  was  forced to  accept  an  adverse jury

inference.  

          The grant or  denial of a motion for  severance is left

to  the discretion of the trial  court and will only be disturbed

for an  abuse of that discretion.   United States  v. Porter, 764
                                                            

F.2d 1, 12 (1st Cir. 1985).  For reasons of judicial economy, co-

                    

     4Fed. R. Crim. P. 14 provides in part: 

          If  it  appears  that  a   defendant  or  the
          government  is  prejudiced  by a  joinder  of
          offenses or of defendants in an indictment or
          information or  by  such  joinder  for  trial
          together, the court may order an election  or
          separate trials of counts,  grant a severance
          of  defendants  or   provide  whatever  other
          relief justice requires.

                               -20-
                                20

conspirators are generally tried together absent a strong showing

of prejudice.  United States v. Perkins, 926 F.2d 1271, 1280 (1st
                                       

Cir. 1991).   In order  to obtain  a severance, a  defendant must

show  that substantial prejudice,  amounting to a  miscarriage of

justice,  would result  from a  joint  trial.   United States  v.
                                                                 

Sabatino, 943 F.2d  94, 96 (1st Cir.  1991).     Mere speculative
        

allegations as to possible prejudice from joinder  do not sustain

the burden of  showing an abuse of discretion in denying a motion

for severance.  

          Jones  failed to  show that  the  presence of  Welch at

trial was so  prejudicial as to warrant severance.   Welch argued

at  trial that  there was  no  conspiracy between  Jones and  him

because Welch  operated on his  own to perpetrate the  fraud upon

the  banks  and  the  transportation  of  the  forged  documents.

Several times on the stand Welch emphasized that he  was the only

one responsible for the criminal  acts.  Such evidence could only

be helpful  to Jones' claim that  he had no knowledge  of Welch's

activity.  

          Jones'  claim of a spillover effect is also unavailing.

The  danger which  is to be  prevented is  that the jury  will be

unable to separate  the evidence against different  defendants or

that evidence which is admissible against only one defendant will

be used by the jury  against a co-conspirator.  See Perkins,  926
                                                           

                               -21-
                                21

F.2d at 1281.  Usually,  however, any prejudice caused by joinder

is  best  dealt  with  through   instructing  the  jury  to  give

individual consideration  to each  defendant.   United States  v.
                                                                 

Bruner,  657 F.2d  1278  (D.C. Cir.  1981).   Here,  there is  no
      

evidence, and  Jones has  not identified any,  that the  jury was

unable  to evaluate separately and  fairly the guilt or innocence

of each  defendant.  The judge instructed  the jury that a guilty

plea by Welch could not  be considered as evidence against Jones,

and  also  noted that  each  defendant should  be  given separate

consideration.  He informed the  jury that any evidence which was

admitted solely  against one  defendant could  not be  considered

against the other defendant.  

          Jones  argues that  the jury  may  have held  him to  a

higher standard of conduct than  Welch because he is an attorney.

However,  Jones presents no  evidence that his  occupation caused

the  jury to view  him more harshly.   In any  event, Jones could

have requested a special jury instruction that attorneys are held

to the same standard  of conduct as others, and failed  to do so.

See  United States  v. Picciandra,  788 F.2d  39, 46  (1st Cir.),
                                 

cert. denied, 479 U.S. 847 (1986).
            

          Finally,  Jones claims that  the joinder, combined with

the willful blindness instruction, forced  him to risk an adverse

inference  on  the part  of  the  jury  by exercising  his  Fifth

                               -22-
                                22

Amendment privilege not  to testify.  In Porter,  we rejected the
                                               

argument  that  the  antagonistic defense  of  a  codefendant was

grounds  for  severance  of  trial  because  it  would  force the

defendant to  testify in violation  of the Fifth Amendment.   764

F.2d  at 14.   The  need for  severance  to protect  Jones' Fifth

Amendment rights was even more minimal, since Welch's defense was

completely in line  with Jones' claim of innocence.   The joinder

had no impact on Jones' Fifth  Amendment rights and there was  no

abuse of discretion in the trial court's refusal of the motion to

sever.

E.  Severity of Sentence
                        

          Jones  objects  to  the   length  of  the  fifteen-year

sentence by the trial court.  He argues that a five-year sentence

would be appropriate  for a first time offender  such as himself.

Because  we   reverse  Jones'  conviction   for  the   interstate

transportation of forged  securities, his sentence is  reduced to

five years  for conspiracy  to commit bank  fraud and  five years

each for two counts of bank fraud, to be served concurrently.  We

see no  reason  to  alter  Judge  Carter's  assessment  and  pre-

guideline sentencing  on Counts I,  II, and III.   Therefore, the

sentence on  the remaining  counts will stand  as crafted  by the

trial judge.  See United  States v. Jim nez-Rivera, 842 F.2d 545,
                                                  

548 (1st Cir.), cert. denied., 487 U.S. 1223 (1988).
                            

                               -23-
                                23

                               III.

                            Conclusion
                                      

          Because we  hold that a  UCC-3 is not a  "security" for

the purpose of  18 U.S.C.   2314, Jones' conviction  on Counts IV

and  V for the interstate transportation  of forged securities is

reversed.  Sufficient  evidence was adduced  at trial to  convict
reversed
        

Jones of conspiracy and bank fraud on Counts I, II, and  III, and

the  trial court  did not  abuse  its discretion  by denying  the

motion to sever Jones'  trial from that of his codefendant.   For

these reasons, Jones'  convictions for conspiracy and  bank fraud

are affirmed.  
    affirmed
            

                               -24-
                                24
