TCR_Public/000105.MBX    T R O U B L E D   C O M P A N Y   R E P O R T E R
       
      Wednesday, January 5, 2000, Vol. 4, No. 2
                     
                     Headlines

ACME METALS: Committee Taps E&Y Restructuring
AMERICAN STANDARD: Poses To Assume Chairman and CEO
BENNETT FUNDING: Lafayette Savings Bank Recoups Investment
CASMYN CORP: Files Chapter 11
CPX CORPORATION: Steel Partners Owns 14.9% of Stock

EAGLE GEOPHYSICAL: EHI and Seitel No Longer Hold Common Stock
FACTORY CARD: Seeks Extension of Exclusivity
FRUIT OF THE LOOM: Applies To Employ Jay Alix
HARNISCHFEGER: Equity Asks To Trade in Debtors' Securities
HUMPTY DUMPTY: Potato Chip Co. of Scarborough Files Chapter 11

INSILCO HOLDING: Signs Agreement To Sell Taylor Publishing
IRIDIUM: Files Monthly Operating Statements
JUST FOR FEET: Meeting of Creditors
JUST FOR FEET: Seeks Authority To Reject 7 Unexpired Leases
LIGHTHOUSE BUILDING: Homebuilder's Bankruptcy Puts Houses On Hold

SABRATEK: Wins Interim Court Approval of DIP Loans
STARMET: BDO's Audit Delayed
SUN HEALTHCARE: Announces Third Quarter Results
SUPERIOR NATIONAL: S&P Says Ratings Remain Watch Dev
TELEPAD CORP: January 14, 2000 Set As Bar Date

TURBODYNE: Court Approves Sale of Assets of Pacific Baja
UNITEL VIDEO: Reports Net Gain For September, 1999

                     *********

ACME METALS: Committee Taps E&Y Restructuring
---------------------------------------------
The Official Committee of Unsecured Creditors of Acme Metals
Incorporated, et al., filed an application to approve retention
of E&Y Restructuring LLC, ("EYR") nunc pro tunc to October 1,
1999, as financial advisors to the Committee.  The professionals
and other individuals now employed by EYR were previously
employed by E&Y and rendered services to the Committee prior to
October 1, 1999 in that capacity.


AMERICAN STANDARD: Poses To Assume Chairman and CEO
---------------------------------------------------
In a spate of resignation announcements American Standard
Companies Inc. announced that Emmanuel A. Kampouris would retire
from service on the company's Board of Directors on December 31,
1999.

As previously announced, Frederic M. Poses would assume the roles
of Chairman and Chief Executive Officer on January 1, 2000.  Mr.
Kampouris joined American Standard's plumbing products Greek
subsidiary in 1966 as General Manager of Manufacturing.  He was
elected President and Chief Executive Officer in 1989 following
the company's management led leveraged buyout and elected
Chairman of the Board of Directors in 1993.

The company also announced that Horst Hinrichs, Vice Chairman,
was retiring as a director at year-end 1999.  Mr. Hinrichs joined
WABCO, the company's automotive unit, in 1959 in Brussels and
held various executive positions prior to his appointment as
Senior Vice President and a director in 1991.

Additionally, American Standard Companies Inc. announced that Mr.
Shigeru Mizushima would retire from service on the company's
Board of  Directors at year-end 1999.  Mr. Mizushima, a business
consultant and previously President, Chief Operating Officer and
Director of Daido Hoxan Inc., Tokyo, Japan, has served as a
director since 1988.

In yet another resignation announcement, American Standard
Companies Inc. announced that Richard A. Kalaher would resign his
position as Vice President, General Counsel and Secretary of the
company effective at year-end 1999.  Mr. Kalaher joined American
Standard in 1994, overseeing the company's global legal,
environmental and corporate affairs staff.  In 1995, he played an
instrumental role in guiding American Standard's reemergence as a
publicly traded company.


BENNETT FUNDING: Lafayette Savings Bank Recoups Investment
----------------------------------------------------------
LSB Financial Corp., Lafayette Ind., announced that its wholly
owned subsidiary, Lafayette Savings Bank (LSB) has received $1.4
million from Bennett Funding Corp. of Syracuse, N.Y., pursuant to
a settlement agreement with the trustee in Bennett's bankruptcy
case, according to a newswire report. LSB said the recovery
closes a long battle against Bennett that began in 1995 when
equipment leases sold to 200 financial institutions were called
into question after Bennett filed for chapter 11 protection amid
allegations of a huge Ponzi scheme. LSB said that its "initial
reserve against potential losses in this matter proved to be both
accurate and adequate, and with the receipt of these funds we are
able to put the matter behind us and focus on consistently
providing a good return to shareholders."


CASMYN CORP: Files Chapter 11
-----------------------------
BCD News and Comment reports on December 29, 1999 that Casmyn
Corp., a public company with about 6,000 shareholders, filed a
prepackaged Chapter 11 in mid-December before Judge Arthur M.
Greenwald (Bankr. C.D. Cal.).  A disclosure statement hearing is
scheduled for Jan. 20.

"We negotiated a deal pre-petition with an informal committee of
the largest creditors," said Richard Wynne of Wynne Spiegel Itkin
in Los Angeles, who represents the debtor along with colleagues
Chris Combs and Michelle Campbell. "They represent about 90
percent of the unsecured claims and because the unsecured claims
come from people who hold preferred stock, they also have
equity."

The informal committee is represented by Howard Steinberg and
Sheri Bluebond of Irell & Manella in Los Angeles.

The plan provides for the conversion of the majority of debt into
equity.

"There is 5 million in undisputed claims and 21 million in
contingent claims, held mainly by the committee members, that is
being converted into equity," Wynne said.

Trade creditors will be paid in full. The company believes that
its creditors and shareholders will support the proposed
reorganization, which is expected to be completed in early 2000.

The company's gold mining operations in Zimbabwe are owned by
separate subsidiary companies, which are not a part of the
Chapter 11 filing and which will continue to conduct business as
usual. The company expects to increase its commitment to its
subsidiaries' operations in Zimbabwe subsequent to the
reorganization.

Among the first day orders was an order to appoint Mark S.
Zucker, the new president of the company and the man who is
leading the reorganization, as the foreign representative.

"He will deal with the Zimbabwe government and the other foreign
countries where we have operations so we have someone authorized
to deal with them as a representative of the bankruptcy estate,"
Wynne said.


CPX CORPORATION: Steel Partners Owns 14.9% of Stock
---------------------------------------------------
Steel Partners II, L.P. beneficially owns 2,180,362 shares of
common stock of CPX Corporation, representing 14.9% of the
outstanding common stock of the company.  Warren Lichtenstein
beneficially owns 3,926,862 shares of common stock, representing
26.8% of the outstanding common stock of the company.  In each
case the stockholders exercise sole voting and dispositive power
over the shares owned.

The aggregate purchase price of the 2,180,362 shares of common
stock owned by Steel Partners II is $477,172.84.  The shares of
common stock owned by Steel Partners II were acquired with
partnership funds.  The aggregate purchase price of the 1,746,500
shares of common stock beneficially owned by Warren G.
Lichtenstein is $127,098.  The shares of common stock
beneficially owned by Warren G. Lichtenstein were acquired with
personal funds.


EAGLE GEOPHYSICAL: EHI and Seitel No Longer Hold Common Stock
-------------------------------------------------------------
EHI Holdings, Inc. and Seitel, Inc. no longer hold common stock
in Eagle Geophysical Inc.  On April 22, 1999, Seitel declared a
dividend to its shareholders of all 1,520,000 shares of Eagle's
common stock that it beneficially owned.  The 1,520,000 shares
were distributed on June 10, 1999 to holders of record of the
common stock of Seitel on May 18, 1999 at a rate of approximately
0.064 shares of common stock for each share of the common stock
of Seitel.  Neither Seitel nor EHI currently own, beneficially
or of record, any other shares of the common stock of  Eagle
Geophysical.


FACTORY CARD: Seeks Extension of Exclusivity
--------------------------------------------
The debtors, Factory Card Outlet Corp. and Factory Card Outlet of
America, Ltd., seek an extension of the exclusive periods during
which the debtors may file a plan of reorganization and solicit
acceptances thereof.  The debtors request an extension of the
Exclusive Filing Period and the Exclusive Solicitation Period to
and including May 18, 2000 and July 17, 2000, respectively.
A hearing on the motion will be convened before the Honorable
Chief Judge Joseph J. Farnan on January 18, 2000 at 11:00 AM at
the US District Court, 844 N. King Street, Wilmington, Delaware
19801.

The debtors claim that substantial progress has been made in
these cases.  Store locations are the cornerstone of their
business, and the debtors have not finalized their analysis of
their remaining 182 retail locations and the underlying leases
relating thereto.

Also, the debtors are negotiating a plan with the Creditors'
Committee, and they have not yet had time to analyze the holiday
season performance, which sales constitute 13% of the debtors'
annual revenue.

The debtors are also exploring the possibility of raising funds
through a private equity or combined equity/subordinated debt
financing in order to increase distributions to creditors and
equity holders.  The debtors recently retained The Avalon Group,
Ltd. as investment advisors for the limited purpose of assisting
the debtors in obtaining such financing.  

Also, the debtors claim that the requested 120-day extension of
the Exclusive Periods that the debtors are seeking will afford
the debtors' new CEO the time within which to familiarize himself
with operating, financing and plan issues.


FRUIT OF THE LOOM: Applies To Employ Jay Alix
---------------------------------------------
Under the terms of an Engagement Letter dated December 9, 1999,
the Debtors retained Jay Alix & Associates as their Restructuring
Consultants to provide crisis management and turnaround
consulting services.  By this Application, pursuant to 11 U.S.C.
Sec. 327(a), the Debtors sought and obtained authority from Judge
Walsh to continue JA&A's engagement.

Specifically, JA&A will:

(a) review Fruit of the Loom's year 2000 business plan in
conjunction with establishing Fruit of the Loom's post-petition
cash requirements;

(b) advise the Debtors on the sale of nonessential assets;

(c) assist the Debtors in improving the quality and relevance of
information that is reported about each Debtor both internally
and externally;

(d) assist the Debtors in providing financial input to Fruit of
the Loom's business plan;

(e) assist the Debtors in managing their respective cash and in
maintaining the Debtors' cash forecasting and control system;

(f) assist the Debtors in developing and implementing a plan of
reorganization; and

(g) render such other financial advisory services as may be
agreed upon by JA&A and the Debtors in connection with the
foregoing.  

Prior to the Petition Date, JA&A helped the Debtors develop a
strategy for negotiating their DIP Facility and provided other
guidance to help the Debtors enter the chapter 11 process as
smoothly as possible.  

JA&A Professionals will charge the Debtors their customary hourly
rates:

Principals                    Jack McGregor          $550
                              Jim Bonsall            $530
                              Ted Stenger            $530
                              Al Gordon              $500

Senior Associates             Douglas Werking        $390

Associates                                           $295 to $335

Accountants and Consultants                          $190 to $225

These hourly billings are subject to a $1,250,000 floor.  In
addition, the Debtors agree to pay JA&A a contingent $2,500,000
Plan Confirmation Bonus.  Ted Stenger, a JA&A Principal, relates
that JA&A received a $500,000 retainer prior to the Petition
Date.  

Mr. Stenger is confident that JA&A holds no interest adverse to
the Debtors' estates and his firm is disinterested within the
meaning of 11 U.S.C. Sec. 101(14).  Out of an abundance of
caution, Mr. Stenger discloses six relationships about which
parties-in-interest should be aware:

(a) Jay Alix, a principal in JA&A is also the managing principal
of Questor Partners Fund, L.P., and the Questor Partners Fund II,
L.P., a $300,000,000 fund and an $855,000,000 fund, respectively,
both investing in special situations and underperforming
companies;

(b) all of the principals of JA&A, including Jay Alix, own
general and/or limited partnership interests in one or more of
the Funds and their affiliates;

(c) Chase Bank, Comerica Bank, National City Bank, GE Capital,
CIT and Bankers Trust are limited partners of the Funds;

(d) First Chicago, Compuware and GMAC, all creditors of the
Debtors, are current JA&A clients in unrelated matters;

(e) Ted Stenger is the former CEO and a former board member of
Maidenform Worldwide, Inc., a competitor in one of the Debtors'
lines of business; and

(f) it is possible that certain principals, associates, and
employees hold interests in mutual funds or other investment
vehicles that may own debt or equity interests in the Debtors.


HARNISCHFEGER: Equity Asks To Trade in Debtors' Securities
----------------------------------------------------------
The Official Committee of Equity Security Holders initially
consisted of six shareholders of Harnischfeger Industries who
were appointed to the Equity Committee by the United States
Trustee.  One member has since resigned.  The five remaining
Equity Committee members are Invista Capital Management LLC (an
institutional investor) and four individual shareholders: Bernard
Feuer, Ephraim Weingarten, Rudolf Rothe, and Frank E. Joyce.  
Invista, at least, has a potential conflict between its Committee
duties and Invista's duties to its investment clients.  Invista
cannot divulge or profit from confidential information it gains
from Equity Committee membership. Yet, if Invista and similar
future Committee members are barred from trading in the Debtors'
securities, then they cannot adequately serve their investment
clients.       

The Equity Committee asks Judge Walsh to solve this dilemma by
ordering that neither Invista, nor any future Committee member
who trades securities as a regular part of its business, will
violate its Committee duties merely by trading in securities that
are covered by Bankruptcy Rule 3001(e): e.g.,  the Debtors'
stock, notes, bonds, and debentures.  In return, the Equity
Committee will implement a Blocking Device to prevent the misuse
of any confidential, non-public information obtained through
Committee activities.  This Blocking Device applies to so-called
"Trading Members" like Invista.  It consists of the following
procedures.

First, the Trading Member's representative on the Equity
Committee will execute a declaration that he or she may receive
confidential, non-public information and that he or she knows of
the Blocking Device and will follow its procedures.

Second, the Trading Member's Committee representative will
neither directly nor indirectly share any confidential Committee
information, or other confidential information concerning the
Harnischfeger bankruptcy, with any other employees,
representatives, or agents of the Trading Member, including its
investment advisory personnel.  The Trading Member's Committee
representative may, however, share confidential information with
designated officials of the Trading Member who are not involved
in trading activities or portfolio decisions, including the
Trading Member's compliance officer, for the purpose of rendering
legal or other compliance advice to the Trading Member's
Committee representative.

Third, the Trading Member's Committee representative will
maintain all files containing information received in connection
with or generated from Committee activities in a secured area
inaccessible to other employees of the Trading Member.

Fourth, the Trading Member will restrict the "electronic flow of
information" between its Committee representative and all other
employees of the firm.

Fifth, the Trading Member's Committee representative will neither
directly nor indirectly receive any information concerning his
firm's securities trades before the trades are executed.          

Sixth, the Trading Member's compliance department that is not
involved in securities trades or portfolio decisions will review
trades to confirm compliance with the Blocking device, and will
keep records of the review.

Seventh, the Trading Member will disclose to the United States
Trustee any decrease or increase in the amount of its holdings of
more than $10 million of face amount of debt securities or more
than $5 million, as measured by cost, in equity securities.  
These required disclosures will be made in writing within five
business days of the trade or trades aggregating these amounts.

Eighth, the Trading Member will provide the United States Trustee
with a declaration verifying continued compliance with the
Blocking Device.  This declaration will be provided every three
months from the date the Court approves the Blocking Device.  The
Trading Member will immediately inform the United States Trustee
of "any material breaches" of the Blocking device procedures.
(Harnischfeger Bankruptcy News Issue 18; Bankruptcy Creditors'
Services Inc.)


HUMPTY DUMPTY: Potato Chip Co. of Scarborough Files Chapter 11
--------------------------------------------------------------
Founded more than 50 years ago, Humpty-Dumpty produces about 10
flavors of potato chips for distribution in northern New England.
A family-owned company for much of its history, Humpty-Dumpty
changed hands twice during the past decade.

Turk Thacher and Whitney Smith, former high school buddies who
ran companies in suburban Philadelphia, bought Humpty-Dumpty from
Keystone Food Products Inc. of Easton, Pa., in 1995.


INSILCO HOLDING: Signs Agreement To Sell Taylor Publishing
----------------------------------------------------------
Insilco Holding Co. has signed a definitive agreement for the
sale of Taylor Publishing, its specialty publishing business
unit, to a newly formed company owned by Castle Harlan Partners
III, L.P. for proceeds of $93.48 million subject to adjustments
for working capital and other transaction-related costs.

The sale, which is expected to be completed the first quarter of
2000, is subject to certain customary conditions including
expiration of the applicable waiting period under the Hart-Scott-
Rodino Antitrust Act.

David A. Kauer, Insilco President and CEO, said, "While Taylor is
a fine business unit with solid prospects, the company does not
fit with our long-term strategy to pursue growth in our heat
exchanger and technologies businesses. As we have previously
disclosed, we continue to look for opportunities to reduce our
debt and refine our focus on our core business groups. Taylor
Publishing has been a part of the Insilco family since the late
1960s and we appreciate the many years of hard-work and
dedication provided by the associates at Taylor and wish them the
best for the future."

Taylor Publishing, headquartered in Dallas Texas, has been a
leader in the production of school yearbooks and other
commemorative books for more than 60 years. For the year ended
December 31, 1998, Taylor had sales of $101 million and employed
more than 1,300 associates.

Insilco Holding Co., based in suburban Columbus, Ohio, is a
diversified manufacturer of industrial components and a supplier
of specialty publications.  The company's industrial business
units serve the automotive, electronics, telecommunications and
other industrial markets, and its publishing business serves the
school yearbook market. It had revenues in 1998 of $535.6
million.


IRIDIUM: Files Monthly Operating Statements
-------------------------------------------
On December 23, 1999 the parent and Iridium World Communications
Ltd., operating as debtor-in-possession, filed monthly operating
statements for the period November 1, 1999 through November 30,
1999 with the United States Bankruptcy Court in the Southern
District of New York.  Iridium World Communications Ltd. acts as
a member of the parent and has no other business. Iridium
Operating LLC is a wholly-owned subsidiary of the parent. The
business of Operating is to operate the Iridium system and offer
Iridium services, which constitutes substantially all of the
business of the parent. Capital, Roaming, IP and Facilities are
wholly-owned subsidiaries of Iridium Operating LLC.

In the month of November 1999 the company showed revenues of
$1,277 with net losses of $114,214.


JUST FOR FEET: Meeting of Creditors
-----------------------------------
A meeting of creditors pursuant to section 341 of the Bankruptcy
Code is scheduled for January 14, 2000 at 10:00 AM at the Hotel
DuPont, Christina Room, 11th and Market Streets, Wilmington,
Delaware, 19801.


JUST FOR FEET: Seeks Authority To Reject 7 Unexpired Leases
-----------------------------------------------------------
Just For Feet, Inc., et al., debtors, seek court authority to
reject 7 unexpired leases of nonresidential real property.
Universal Geneva Liquidation has notified the debtors that the
closing sales are completed at the seven stores, and the stores
have been closed.  The debtors retained Keen realty Consulting
Inc. to assist them in marketing the leases.  Keen has reviewed
and analyzed the leases and determined that the leases have no
value to a third party.  Thus the debtors submit that immediate
rejection of the leases is appropriate and in the best interests
of their estates and all parties in interest.


LIGHTHOUSE BUILDING: Homebuilder's Bankruptcy Puts Houses On Hold
-----------------------------------------------------------------
The HERNANDO TIMES reports that on Nov. 16, Lighthouse Building
Co. in Spring Hill filed for reorganization in federal Bankruptcy
Court, leaving the owners of 81 houses in Hernando, Pasco
and Citrus counties wondering when, or if, their homes would ever
be built.

Subcontractors and suppliers, meanwhile, wondered when, of if,
they would ever be paid for work already performed for
Lighthouse.

Last week, their worst fears were confirmed when the company
filed for Chapter 7 bankruptcy, leaving the homeowners and
subcontractors to vie for the company's meager remaining assets.

Though Bankruptcy Court will now begin sorting out the losses,
Lighthouse bankruptcy attorney Joel Treuhaft estimated losses to
homeowners, subcontractors and suppliers of about $ 750,000.

A number of the homeowners have already retained lawyers and vow
that if their losses are not satisfied, they will pursue in civil
court the personal assets of Lighthouse president Steve Bultema,
who has already stated that some company money was used to help
build his new home in Tennessee, according to his attorney, Chuck
Kalogianis. He claimed that the money was repayment of a loan he
made to the company.

In addition to civil concerns, 24 people filed criminal
complaints with the Hernando County Sheriff's Office against
Lighthouse and Bultema, alleging fraud and forgery.

It is an inglorious end for the 10-year-old family business.
Lighthouse attorneys offered several reasons for the company's
demise: poor management; selling homes below market value;
growing too big, too fast; and siphoning off too much money in
salary and bonuses for Bultema and his brother-in-law, Rickey
Jung, who was the company's vice president.

When the company filed Chapter 11 on Nov. 16, Treuhaft outlined a
reorganization plan he said would result in subcontractors and
suppliers getting paid and homeowners into their new houses,
albeit months or even a year late. The Chapter 7 filing last week
put an end to the reorganization plan, and the firm is now in the
midst of liquidating assets.


SABRATEK: Wins Interim Court Approval of DIP Loans
--------------------------------------------------
On Dec. 22, Sabratek Corp. (SBTKE) won interim court approval to
utilize as much as $7.1 million in post-petition funds provided
by two potential purchasers of the company's and its bankrupt
affiliate's assets. In the first of three orders, U.S. Bankruptcy
Judge Mary F. Walrath approved the company's request to borrow up
to $3.5 million under a $6 million post-petition financing
agreement with Baxter Healthcare Corp. (BAX). (The Daily
Bankruptcy Review, Copyright c January 4, 2000)


STARMET: BDO's Audit Delayed
----------------------------
On September 14, 1999, Starmet Corportion dismissed Arthur
Andersen LLP as its independent public accountants and appointed
BDO Seidman, LLP as its new independent public accountants.  In
connection with BDO's audit of the company's financial statements
for the year ended September 30, 1999, BDO required access to
certain of the work papers prepared by Arthur Andersen LLP in
connection with prior years' audits.  Starmet was unable to
arrange for BDO to have access to the Andersen work papers until
December 20, 1999.  As a result, the completion of BDO's audit of
the company's financial statements was delayed.  Because of the
necessity to involve management in the negotiations regarding  
access to the Andersen papers and the delay in receipt of the
audited financial information, the company was not able to devote
sufficient management resources and did not have all the required
information to timely prepare and file its annual report for the
year ended September 30, 1999.


SUN HEALTHCARE: Announces Third Quarter Results
-----------------------------------------------
December 7, 1999 -- Sun Healthcare Group, Inc. (OTC Bulletin
Board: SHGE) announced results for the third quarter ended Sept.
30, 1999.

The net loss for the period before certain charges was $157.4
million, or $2.65 per share. Accounting for the charges resulted
in a loss for the quarter of $236.9 million or $3.99 per share.

For the third quarter ended Sept. 30, 1999, Sun reported net
revenues of $629.6 million, compared to net revenues of $814.4
million for the third quarter ended Sept. 30, 1998. For the nine
months ended Sept. 30, 1999, Sun's net revenues were $1.904
billion, compared to net revenues of $2.308 billion for the nine
months ended Sept. 30, 1998.

The third quarter charges and adjustments include:

-- A non-cash impairment charge of $14.9 million primarily
related to the goodwill associated with the company's therapy
equipment manufacturing subsidiary. In October 1999, the company
decided to close that operation.

-- A non-cash charge of $28.4 million for a loss anticipated in
connection with the disposition of certain company assets,
including a charge for the anticipated and/or completed
termination of certain facility lease arrangements.

-- A $29.1 million charge to revenues primarily for certain
changes in accounting reserves for estimates for third-party
settlements. This charge includes reserves of certain receivables
for exceptions to the Medicare-established routine cost
limitation.

-- A special charge of $7.0 million primarily for professional
fees related to the company's activities in preparation for its
filing for protection under chapter 11 of the U.S. Bankruptcy
Code.

On Oct. 14, 1999, Sun Healthcare Group, Inc. and its U.S.
operating subsidiaries filed voluntary petitions with the U.S.
Bankruptcy Court for the district of Delaware, in order to
restructure the company's debt obligations. The company is
currently operating its business as a debtor-in-possession
subject to the jurisdiction of the Bankruptcy Court.

The company and its principal lenders continue to discuss the
terms of an overall financial restructuring.  A more detailed
discussion of these issues is included in the company's Form 10-Q
filing with the Securities and Exchange Commission for the
period.  A full-text copy of that Form 10-Q is available via the
Internet at:

http://www.sec.gov/Archives/edgar/data/904978/0000904978-99-
000067.txt


SUPERIOR NATIONAL: S&P Says Ratings Remain Watch Dev
----------------------------------------------------
Standard & Poor's announced today that its ratings (see list) on
Superior National Insurance Group Inc. (Superior) and its related
entity, Superior National Insurance Co., remain on CreditWatch
with developing implications, where they were placed on Nov. 22,
1999. Today's comment follows the company's announcement that it
has reached an agreement with Inter-Ocean Reinsurance Co. Ltd.
and American Re-Insurance Co. to settle a contract dispute
relating to $175 million of reinsurance recoverables.

The ratings were placed on CreditWatch based on the company's
reported third-quarter operating loss, reserve strengthening
charge, deteriorating capital adequacy, and strained liquidity.
Problems with liquidity were mainly attributed to the California
Department of Insurance's decision to withhold the release of
excess deposits because of uncertainty relating to the litigation
between Superior and Inter-Ocean Reinsurance Co.

Standard & Poor's recognizes that the settlement provides many
benefits to the company including improved liquidity and possibly
decreased regulatory scrutiny. However, various issues remain
unsettled at this point regarding adequacy of existing reserves
and capitalization, quality of intangible assets, and ability of
Superior to retain and generate new business in light of recent
problems.

If the various issues are not adequately resolved, a downgrade
could still occur. If the issues are favorably resolved and
sufficient capital is infused into the company, an upgrade could
result. However, if the ratings are raised, they would likely
remain in the insecure range until Superior can demonstrate that
it has a long-term business position, Standard & Poor's said. --
CreditWire

OUTSTANDING RATINGS THAT REMAIN ON CREDITWATCH WITH DEVELOPING
IMPLICATIONS
Superior National Insurance Group Inc.
Counterparty credit rating                   CCC+
Superior National Insurance Co.
Counterparty credit rating                   B+
Financial strength rating                    B+
SOURCE Standard & Poor's Ratings Services


TELEPAD CORP: January 14, 2000 Set As Bar Date
----------------------------------------------
BCD News and Comment reports on December 29, 1999 the modified
amended plan of reorganization of Telepad Corp. dated Oct. 8,
1999, was approved Oct. 8 in Delaware, only 37 days after the
appointment of Chapter 11 Trustee Kurt F. Gwynee, who proposed
the plan.

The trustee filed a disclosure statement and plan Sept. 15.  The
plan was later modified to reflect agreements between Telepad and
its secured lenders. The modified plan provides for payment in
full of allowed claims entitled to priority under the Code. The
plan contemplates a pro rata payment of remaining proceeds to
holders of allowed non-priority, unsecured claims.

However, the plan specifically extinguishes all legal and other
interests of the holders of the company's common stock, preferred
stock and redeemable warrants effective as of Nov. 7, 1999.

The court has set Jan. 14, 2000, as the bar date for filing pre-
petition claims and post-petition administrative expense claims
against the estate.


TURBODYNE: Court Approves Sale of Assets of Pacific Baja
--------------------------------------------------------
Turbodyne Technologies Inc. (EASDAQ:TRBD) today reported that on
Dec. 14, 1999, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of Pacific Baja Light
Metals Corp. ("PBLM"), debtor in a pending Chapter 11 case, to
Hawthorne Partners II LLC or its assignee ("Hawthorne").

The order required the sale to close on or before Dec. 31, 1999.  
The order also authorized Hawthorne to take control of PBLM's
operations as of Dec. 13, 1999. While the decision for the sale
has been made binding, the financial details are in the process
of being finalized.

Turbodyne Technologies Inc., a California-based high-technology
company, specializes in the development, manufacture and
marketing of proprietary pollution control, fuel economy and
performance enhancement products for internal combustion engines
in the global automotive, transportation, construction, marine,
mining and military industries.

Turbodyne Technologies Inc.'s headquarters and plant are located
in Carpinteria; additional offices are located in Syosset, N.Y.;
Paris; and Frankfurt, Germany.

Turbodyne's World Wide Web address is: www.turbodyne.com


UNITEL VIDEO: Reports Net Gain For September, 1999
--------------------------------------------------
On December 16, 1999, Unitel Video, Inc. filed unaudited monthly
operating reports for the months ended September 30 and October
31, 1999 with the United States Bankruptcy Court for the District
of Delaware, in connection with the company's and its domestic
subsidiaries cases under chapter 11 of title 11 of the United
States Code.

For the month of September 1999, the company had revenues of
$2,365,691 and net gain for the month of $100,741.  However, for
the month of October 1999, the company had revenues of $2,134,301
while experiencing net losses of $355,177.

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A listing of Meetings, Conferences and Seminars appears each
Tuesday in the TCR.
Bond pricing, appearing each Friday, is supplied by DLS Capital
Partners, Dallas, Texas.  

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S U B S C R I P T I O N   I N F O R M A T I O N     

Troubled Company Reporter is a daily newsletter, co- published
by Bankruptcy Creditors' Service, Inc., Trenton, NJ, and Beard
Group, Inc., Washington, DC.  Debra Brennan, Yvonne L. Metzler,  
Marlen O. Del Mar and Ronald Ladia, Editors.  

Copyright 1999.  All rights reserved.  ISSN 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $575 for six months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 301/951-6400.

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