The rating on Vista Unified School District, Calif.'s certificates reflects: * The district's good general creditworthiness; * An asset-transfer lease structure that includes the district's covenant to budget and appropriate lease rental payments; and * Strong project essentiality - a middle school. Certificate proceeds will finance capital improvements to district facilities. The district's creditworthiness reflects: * A stable local economy, * Low debt offset by large and increasing capital needs, and * Good financial operations offset by declining flexibility. The district (population 204,000) comprises 39 square miles within San Diego County and provides primary, secondary, and special educational services to residents of all or a portion of Vista, Oceanside, San Marcos, Carlsbad, and some unincorporated areas of the county. The