TCR_Public/000217.MBX     T R O U B L E D   C O M P A N Y   R E P O R T E R

      Thursday, February 17, 2000, Vol. 4, No. 34

ADVANCED RADIO TELECOM: Reports Winstar Merger
ARM FINANCIAL GROUP: Khalilzad Sells Stock
BARRIER MOTOR: Case Summary and 17 Largest Unsecured Creditors
CARROLLTON GRAPHICS: Case Summary & Largest Unsecured Creditors
CASMYN CORP: Order Approves Disclosure Statement

DECISIONONE HOLDINGS: Case Summary & Largest Unsecured Creditors
FORCENERGY INC: Emerges from Chapter 11
GARDEN BOTANIKA: Hearing on Exclusivity Extensions

GRAHAM-FIELD: Seeks Extension of Time To Assume/Reject Leases
IRIDIUM: Creditors of Iridium Ask To Sue Motorola
JUST FOR FEET: Footstar Announces Purchase of Assets
KCS ENERGY: Seeks Authority to Assume Retention Agreements
LATTICE SEMICONDUCTOR: Holdings of Stock Reported to SEC

LENOX HEALTHCARE: Seeks To Extend Exclusivity
MARVEL ENTERPRISES: New President of Publishing & New Media
NET TELECOMMUNICATIONS: Order Confirms Liquidation Plan
NEW YORK MEDICAL: Case Summary and 20 Largest Unsecured Creditors
NON-HOMOGENIZED PRODUCTIONS: Case Summary & Unsecured Creditors

PARAGON TRADE BRANDS: Holders Report Stock Ownership
PHILLIPS & KING: The Havana Group Signs Letter of Intent
QUEEN SAND RESOURCES: Comerca Bank Reports Stock Holdings
RURAL/METRO CORP: S&P cuts ratings to CCC
SC NEW HAVEN: Committee Objects To Disclosure Statement

TAESA: Mexican Airline Grounded and Bankrupt
TEXFI INDUSTRIES: Announces Chapter 11 Filing
TEXFI INDUSTRIES: Case Summary and 20 Largest Unsecured Creditors
TRISM, INC: Announces Exit from Chapter 11

TULTEX: To Retain Binswanger Southern Inc
WORLD ACCESS: S&P May Still Change CCC-Plus Debt Rating


ADVANCED RADIO TELECOM: Reports Winstar Merger
Advanced Radio Telecom Corporation reports that effective
December 31, 1999, Winstar LHC1 LLC was merged into Winstar.  On
February 3, 2000, as a result of the sale of all of the shares of
Advanced Radio Telecom owned by Winstar, Winstar ceased to be the
beneficial owner of any shares of Advanced Radio Telecom.  Sales
of the shares of the company owned by Winstar were made by
Winstar on the following dates:

        Date                                Number of Shares Sold
        ----                                ---------------------
      1/21/00                                       78,000
      1/24/00                                      100,000
      1/26/00                                       50,000
      1/27/00                                       75,000
      1/28/00                                      100,000
      1/31/00                                       25,000
      2/1/00                                         5,000
      2/3/00                                     2,880,864

ARM FINANCIAL GROUP: Khalilzad Sells Stock
David Khalilzad, during the month of January, 2000, divested his
holdings of Arm Financial Group Inc. by 610,000 shares of common
stock.  Mr. Khalilzad now beneficially owns 7.938% of the
outstanding shares of common stock of the company, represented by
the 1,890,000 shares he retained.  He exercises sole voting and
dispositive powers over the remaining shares.

The sale of the shares of common stock were made on the following
dates, in the listed numbers/price:

DATE SOLD            SHARES SOLD   PRICE PER SHARE                

01/24/00                50,000         $0.0450

01/24/00                100,000          0.0450
01/25/00                200,000          0.0400
01/26/00                260,000          0.0405

BARRIER MOTOR: Case Summary and 17 Largest Unsecured Creditors
Debtor: Barrier Motor Fuels, Inc., a Corp
        184 West Main Street
        Tarrytown, New York 10591

Type of Business: Operates a gasoline distribution business.

Petition Date: February 14, 2000  Chapter 11

Court: S. Dist. of New York       Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Jonathan S. Paternak
                  Rattet Hollander & Pasternak, LLP
                  550 Mamaroneck Ave-Ste 510
                  Harrison, NY 10528
                  (914) 381-7400
                  Fax:(914) 381-7406

                  Robert L. Rattet
                  Rattet Hollander & Pasternak, LLP
                  550 Mamaroneck Ave-Ste 510
                  Harrison, NY 10528
                  (914) 381-7400

Total Assets: $ 5,190,167
Total Debts:  $ 8,844,556

17 Largest Unsecured Creditors

Century Management          $ 543,511
Mobil Oil Corp              $ 144,196
Pappito Construction         $ 96,737
Westmore Fuel                $ 90,116
Mystic Bulk Carriers         $ 89,277
Warex Terminal               $ 80,000
Joseph H. Stomel & Sons      $ 60,768
Ensign Petroleum             $ 47,985
Jeffrey Shumejda             $ 41,842
Harold Levinson Associates   $ 40,514
Getty Petroleum              $ 28,949
Plunkett & Jaffe             $ 22,907
Lippolis Electric            $ 19,150
Hudson Capital Inc.          $ 17,500
Diamond Diary                $ 13,107
Sterling & Sterling          $ 14,033
Elite Action Fire            $ 13,107

CARROLLTON GRAPHICS: Case Summary & Largest Unsecured Creditors
Debtor: Carrollton Graphics, Inc.
        707 Canton Road
        PO Box 68
        Carrollton, OH 44165

Type of Business:  Printing company.

Petition Date: February 9, 2000  Chapter 11

Court: District of Delaware      Judge: Joseph J. Farnan Jr.

Debtor's Counsel: David M. Fournier
                  Pepper Hamilton, LLP
                  Suite 1600, 1201 Market Street
                  PO Box 1709
                  Wilmington, DE 19899-1709

Total Assets: $ 20,187,000
Total Debts:  $ 20,187,000

20 Largest Unsecured Creditors

The Ink Company               $ 652,554
Kodak Polychrome Graphics     $ 269,673
Millenium Group               $ 241,981
Publishers Paper Sales        $ 236,384
McKeon Paper                  $ 141,728
Xpedex                        $ 123,007
ROL Paper, Inc.               $ 113,642
Edgewood Paper Co. Inc.        $ 84,409
Case Paper Co. Inc.            $ 76,614
Graphic Communications         $ 76,119
McGrann Paper Central          $ 68,666
Con-Way Southern Express       $ 64,240
Midsouth Pulp & Paper, Inc.    $ 59,369
Tripap Inc.                    $ 56,547
Cincinnati Cordage Paper       $ 54,760
United Parcel Service          $ 53,812
Grant Paper Co. Inc.           $ 48,974
Roosevelt Paper Co.            $ 48,484
Con-Way Central Express        $ 48,457
Sabin Robbins Paper Co.        $ 38,372

CASMYN CORP: Order Approves Disclosure Statement
The Disclosure Statement of Casmyn Corp. was approved by Judge
Arthur M. Greenwald on February 3,2000.  A hearing on
confirmation of the plan shall take place at 9:00 AM on March 31,

Debtor: DecisionOne Corporation
        A Subsidiary of DecisionOne Holdings
        50 E. Swedesford Rd.
        Frazer, PA 19355

Petition Date: February 14, 2000  
Chapter 11
Court: District of Delaware       
Judge: Sue L. Robinson

Type of Business: Provision of computer maintenance and
technology support services.

Debtor's Counsel: Joel A. Waite                 
                  James L. Patton, Jr.                  
                  Young Conaway Stargatt & Taylor, LLP
                  11th Floor, Rodney Square North
                  PO Box 391
                  Wilmington, Delaware 19899-0391

                  Michael E. Wiles
                  Debevoise & Plimpton
                  875 Third Avenue
                  New York, NY 10022
                  (212) 909-6000

Total Assets: $ 324,013,644
Total Debts:  $ 915,899,912

DECISIONONE HOLDINGS: Case Summary & Largest Unsecured Creditors
Debtor: DecisionOne Holdings Corp.
        50 E. Swedesford Rd.
        Frazer, PA 19355

Petition Date: February 14, 2000  Chapter 11

Court: District of Delaware

Type of Business: Holding company and operating subsidiary of
which provides computer maintenance and technology support

Debtor's Counsel: Joel A. Waite
                  James L. Patton, Jr.                  
                  Young Conaway Stargatt & Taylor, LLP
                  11th Floor, Rodney Square North
                  PO Box 391
                  Wilmington, Delaware 19899-0391

                  Michael E. Wiles
                  Debevoise & Plimpton
                  875 Third Avenue
                  New York, NY 10022
                  (212) 909-6000

Total Assets:  $ 4,080,000
Total Debts: $ 633,197,928

17 Largest Unsecured Creditors

State St Bank & Trust Co.  Ind Trustee   $ 110,600,000
Cerberus Partners, LP      Guaranty      $ 130,028,159
Franklin Mutual Advisers   Guaranty       $ 75,770,199
Van Kampen: PRIT           Guaranty       $ 47,850,000
PAM Capital Funding        Guaranty       $ 36,839,436
Goldman Sachs              Guaranty       $ 22,728,879
Merrill Lynch, Pierce,
Fenner & Smith, Inc.      Guaranty       $ 18,237,500
Bear Stearns & Co.         Guaranty       $ 16,336,000
Credit Lyonnais            Guaranty       $ 16,558,000
Prime Income Trust         Guaranty       $ 14,737,499
Bank of Nova Scotia        Guaranty       $ 13,636,000
Mass Mutual Life Ins. Co.  Guaranty       $ 12,420,000
ML XII Paramount           Guaranty       $ 12,281,250
ML CLO XIX Sterling
(cayman) LTD              Guaranty       $ 10,752,955
KZH Pamco                  Guaranty        $ 9,849,624
First Chicago              Guaranty        $ 9,740,000
Merita Bank                Guaranty        $ 9,740,000

ENTEX, a company engaged in principally one line of business, is
a provider of distributed computing management solutions to meet
the support requirements of Fortune 1000 companies and other
large enterprises for their local-area networks, wide-area
networks, and end-users. ENTEX provides a single source of
service for its customers' personal computer ("PC") and server
platforms including system design, operations support and change

The company's revenues were $112.4 million for the three months
ended December 26, 1999 as compared to $121.1 million for the
three months ended December 27, 1998, a decrease of $8.7 million
or 7.2%. The decline reflects softness in consulting services as
customers deferred non mandatory projects as a result of concerns
regarding Y2K. The net loss for the three months ended December
26, 1999 was $8.4 million as compared to net loss of $34.8
million for the three months ended December 27, 1998.

Consolidated net loss for the six months ended December 26, 1999
was $7.8 million compared to consolidated net loss of $48.6
million in the six months ended December 27, 1998. The results
for the six months ended December 26, 1999 include income from
discontinued operations of $5.8 million. Excluding this income,
the net loss for the six months ended December 26, 1999 would
have been $13.6 million. Revenues were $236.0 million for the six
months ended December 26, 1999 as compared to $235.0 million for
the six months ended December 27, 1998, an increase of $1.0
million or 0.4%.

On January 24, 2000, the company's Board of Directors authorized
management actions that will result in the reorganization of
ENTEX's business to create a more streamlined organization which
the company says will make it more competitive, increase the
sales efforts and return the business to profitability.

FORCENERGY INC: Emerges from Chapter 11
Forcenergy Inc (OTCBB:FENYQ.OB) today announced that it has
completed, along with other requirements, its exit financing
arrangements and that its Plan of Reorganization has become
effective. This is the final step in the Company's emergence from
Chapter 11.

The exit financing consists of $320 million in senior secured
bank loans comprised of a new $250 million senior secured
revolving credit facility with an initial borrowing base of $250
million and a new $70 million senior secured term loan. The
Company's existing bank group led by ING (U.S.) Capital LLC is
providing both of these new credit facilities. These facilities
replace the $320 million senior secured revolving credit facility
in place prior to the Chapter 11 filing in March 1999.

The Company will, as a part of its Plan of Reorganization,
initiate a rights offering for $40 million in preferred stock.
The rights offering will be available to all members of the
general unsecured class. To the extent that any of the $40
million offering is undersubscribed, a group of four previous
holders of the Company's senior subordinated notes have agreed to
purchase any unsubscribed portion. The proceeds from the rights
offering will be used to reduce outstandings under the $250
million senior secured revolving credit facility.

Distributions of the new common stock and warrants to unsecured
creditors and previous shareholders, as outlined in the Plan of
Reorganization, are expected to be made in four to six weeks. As
previously announced, the holders of general unsecured claims
will receive a pro-rata distribution of 23,040,000 new Forcenergy
common shares while the holders of Forcenergy's existing common
stock will receive a pro-rata distribution of the following:

--   960,000 new Forcenergy common shares;
--   240,000 four-year warrants to acquire new Forcenergy shares
at a price of $16.67; and
--   240,000 five-year warrants to acquire new Forcenergy shares
at a price of $20.83.

The Company expects its new stock to trade on the NASDAQ National
Market under the symbol "FORC" following the acceptance of an
application for listing. Until the application for listing is
approved, the Company anticipates that the new common stock will
trade on the OTC Bulletin Board.

The Company's current management will lead the reorganized
company and the current four-member Board of Directors will be
expanded to nine members. New members of the Board of Directors
--   Michael F. Bennet and Clifford B. Hickey - Anschutz
Investment Company;
--   Stephen A. Kaplan and B. James Ford - Oaktree Capital
Management LLC; and
--   Gregory P. Pipken - Lehman Brothers Inc

"The Company has, through its reorganization, obtained a strong
balance sheet with a capital structure that allows us to rebuild
and expand the Company while also having the financial capability
to withstand temporary downturns in the price of oil and gas like
those seen in 1998 and the first quarter of 1999. We have an
active drilling program budgeted in the Gulf of Mexico and are
continuing the development of the Redoubt Shoal project in the
Cook Inlet. The Redoubt Shoal platform will be delivered from
Korea in the second quarter of this year and initial drilling is
expected to commence in the fourth quarter," commented Stig
Wennerstrom, chairman of Forcenergy Inc

Forcenergy Inc is an independent oil and gas company engaged in
the exploration, acquisition, development, exploitation and
production of crude oil and natural gas. Forcenergy's primary
areas of operations are the Gulf of Mexico and Cook Inlet,
Alaska. Forcenergy currently produces approximately 20,500
barrels of oil per day and 135 million cubic feet of natural gas
per day.

GARDEN BOTANIKA: Hearing on Exclusivity Extensions
Garden Botanika Inc. file a motion to extend the debtor's
exclusive time in which to file and obtain acceptance of a
Chapter 11 plan until March 1, 2001 and May 30, 2001
respectively.  A hearing on the motion will be held on February
25, 2000 at 11:00 AM before the Honorable Karen A. Overstreet, US
Bankruptcy Court, Seattle, WA.

GRAHAM-FIELD: Seeks Extension of Time To Assume/Reject Leases
The debtors, Graham-Field Health Products, Inc., et al. seek a
court order extending the debtors' time to assume or reject
unexpired leases of nonresidential real property by 120 days,
through and including June 26, 2000.

Current management is in the process of analyzing the best course
of action to maximize the value of the debtors' estates and
developing a business plan.  The debtors are analyzing the
strengths and weaknesses of the various distribution and
manufacturing locations.  The success of the debtors' business
plan will depend upon each manufacturing and distribution center
fitting within the context of the business plan.  The analysis of
each lease will depend upon the determination of which areas
should be consolidated , if any.  The debtors do not want to
reject or assume a lease prematurely.

IRIDIUM: Creditors of Iridium Ask To Sue Motorola
A group of creditors of Iridium, the bankrupt US satellite phone
concern, asked the bankruptcy court for permission to file a suit
seeking $2 Billion in damages against the company's former
parent, Motorola.

The creditors' committee alleges that Motorola helped prevent
Iridium from paying its debts.  The group said it was seeking
action against Motorola because of the reluctance of Iridium to
go against one of its main financiers and one-time owner. The
group is expected to seek all $3.5 Billion in creditor claims
from Motorola and a hearing is scheduled for March 1 on its
request for legal action.

JUST FOR FEET: Footstar Announces Purchase of Assets
Footstar, Inc. (NYSE: FTS) announced that it has entered into an
agreement to acquire certain assets of Just For Feet, Inc.
(NASDAQ:FEETQ), the athletic footwear and apparel retailer,
including the Just For Feet name, 79 Just For Feet superstores,
23 specialty retail stores, the Internet business and the
Corporate headquarters building located in Birmingham, Alabama,
for a total purchase price of $69.7 million in cash and
the assumption of certain merchandise letters of credit for $2.9
million. This consideration is exclusive of amounts that Just For
Feet, Inc. will receive for the sale of other assets to
successful bidders.

The transaction, which we currently expect will be accretive in
2000, provides Footstar with new growth opportunities to
significantly accelerate the Company's long-term growth rate. It
builds upon the Company's leadership position in the athletic
footwear and apparel marketplace, and enables the Company to
enter the superstore segment of the footwear industry. Footstar's
plans are to leverage its state-of-the-art distribution
capabilities and its existing infrastructure to lower operating
expense and improve the profitability of the stores it is

The acquisition will solidify Footstar's position as the nation's
third largest footwear retailer and the second largest retailer
of athletic footwear and apparel. Footstar achieved sales of
$1.88 billion in 1999, including sales of $643 million in 1999 in
its Footaction chain of athletic footwear and apparel stores. The
Just For Feet stores to be acquired are expected to generate
more than $400 million in annualized sales.

The acquisition of the Just For Feet superstores provides
Footstar with access to a new suburban, value-conscious customer
that prefers the off-mall, big-box superstore format with its
dominant assortment. This new customer base complements
Footaction's core 12-24 year-old fashion-oriented customer.
Footstar plans to operate the Just For Feet superstores as a
third division of the Company and to maintain the Just For
Feet brand name.

The acquisition also provides Footstar with what the Company
believes are excellent specialty store locations, including a
heavy concentration of stores in the Midwest, a geographic region
currently underserved by Footaction.  The new specialty stores
include very attractive locations in Chicago and Detroit, two
markets recently identified for expansion as part of Footaction's
urban growth strategy. Plans are to convert the specialty stores,
which currently operate under the Imperial Sports and Athletic
Attic brand names, to Footaction stores immediately after the

The agreement with Just For Feet, which filed for Chapter 11
protection on November 4, 1999, is expected to be completed by
the end of the first quarter subject to, among other things,
Bankruptcy Court and regulatory approvals.

The transaction is expected to be financed through bank
borrowings. A new three-year $400 million credit facility that
Footstar has negotiated with FleetBoston Financial through its
subsidiary Fleet National Bank, will replace Footstar's existing
$300 million facility that expires in September of this year.
FleetBoston Robertson Stephens is the lead arranger for the

Merrill Lynch advised Footstar on the acquisition.

Footstar, Inc., headquartered in Mahwah, New Jersey, is a leading
footwear retailer. As of January 29, 2000, the Company's
Footaction division, headquartered in Irving, Texas, near Dallas,
operated 537 mostly mall-based stores in 45 states, Puerto Rico,
and the U.S. Virgin Islands, which sell branded athletic footwear
and apparel. The Company's Meldisco division is a leader in the
discount footwear segment, operating 2,487 leased footwear
departments, primarily in Kmart stores.

KCS ENERGY: Seeks Authority to Assume Retention Agreements
The debtors, KCS Energy, Inc., et al. seek to assume all of the
Retention Agreement with their Key employees. Under the Retention
Agreements, the Key Employees have agreed to forego one half of
their 1999 incentive bonuses.  Under the applicable Retention
Agreements, 17 officers and other employees of the debtors will
be entitled to receive up to approximately $208,689 in aggregate
Retention Bonuses on or before April 1, 2000.  Up to an
additional $183,547 in Retention Bonuses may become due and
payable on September 1, 2000.  Given the relatively small size of
the debtors' workforce (less than 200 people), the loss of even a
few key employees could, according to the debtors, seriously
damage their ability to operate and reorganize their businesses.

LATTICE SEMICONDUCTOR: Holdings of Stock Reported to SEC
J.& W. Seligman & Co. Incorporated and William C. Morris,
beneficially own 6,364,800 shares of the common stock of Lattice
Semiconductor Corporation, sharing voting powers, and 6,433,846
shares over which the share dispositive powers.  These holdings
represent 13.42% of the outstanding common stock of the company.

William C. Morris, as the owner of a majority of the outstanding
voting securities of J. & W. Seligman & Co. Incorporated, may be
deemed to beneficially own the shares reported by J. & W.

Seligman Communications & Information Fund, Inc. owns 4,600,000  
shares of the common stock with shared voting and dispositive
powers, representing 9.59% of the outstanding shares of common
stock of Lattice Semiconductor.

J. & W. Seligman & Co. Incorporated, as investment adviser for
Seligman Communications and Information Fund, Inc., may be deemed
to beneficially own the shares reported here by the Fund.  
Accordingly, the shares reported here by J. & W. Seligman include
those shares separately reported here by the Fund.

LENOX HEALTHCARE: Seeks To Extend Exclusivity
The debtors, Lenox Healthcare, Inc., seek to extend the exclusive
periods during which the debtors may file reorganization plans
and solicit acceptances of such plans.  The debtors request entry
of an order further extending the plan proposal period through
and including June 30, 2000 and the solicitation period through
and including August 29, 2000.  The debtors believe that they
will need an additional 120 days to develop, negotiate, and
propose a reorganization plan. The debtors state that their cases
are unquestionably large and complex.

The debtors assert that they have acted to stabilize their
business so as to provide the foundation for a successful
reorganization. The debtors have eliminated approximately 25% of
its corporate staff positions to reduce overhead and they have
streamlined their operations by rejecting six leases and 131
executory contracts one management agreement. The debtors state
that they have been working with Arthur Andersen LLP, the
debtors' financial advisors, to draft a business plan, and have
been in continued contact with the Committee.

MARVEL ENTERPRISES: New President of Publishing & New Media
In a move designed to strengthen the company's core publishing
business and bolster its online presence, Marvel Enterprises,
Inc. (NYSE:MVL), has re-hired former Marvel executive Bill Jemas
to the newly created position of President of Publishing & New
Media. The announcement was made today by Marvel CEO Peter Cuneo.

In his new position, Mr. Jemas will be responsible for overseeing
all publishing, brand management and licensing activities for the
company. He will also be a contributor to the company's Internet
strategy and operations.  In addition to overseeing and
evaluating the company's current operations in these areas, he
will spearhead the development of new publishing endeavors
and business ventures designed to enhance the image of Marvel and
its superhero brands. Mr. Jemas will report directly to Mr. Cuneo
in the New York office.

Mr. Jemas originally worked with Marvel from 1992 - 1996, where
he served as the president of Fleer Entertainment Group and Fleer
Corp.(formerly owned by Marvel) prior to becoming the executive
vice president of Marvel Entertainment Group. During his initial
tenure with the company, Mr. Jemas' major accomplishments were
creating a successful mass-market children's book publishing
business and negotiating multi-property licensing deals with
major entertainment companies, such as Warner Brothers,
Disney, Fox and Viacom.

Prior to re-joining Marvel, Mr. Jemas was most recently the
Executive Vice President, MSG Sports. In this capacity, he
managed more than 40 sporting events that took place at Madison
Square Garden. He also oversaw MSG's Sponsorship Group and the
MSG Collection, which produces and distributes MSG and team-
identified merchandise. Earlier in his career, he served as vice
president, business development and business affairs for the
National Basketball Association, where he was instrumental in re-
organizing NBA Properties into one of the League's most
successful divisions.

Marvel Enterprises, Inc. is one of the world's leading
entertainment companies with operations in the licensing, comic
book publishing and toy businesses. The company was formed on
October 1, 1998 upon the emergence of Marvel Entertainment Group,
Inc. from bankruptcy and its merger with Toy Biz, Inc. Through
its ownership of over 3,500 proprietary characters, the company
has published comic books for over 60 years in over 70 countries.
Marvel licenses the right to use its characters in a wide
range of consumer products such as video games, interactive
software and apparel, as well as for television series and
feature films. For additional company information visit the
company's corporate web-site

NET TELECOMMUNICATIONS: Order Confirms Liquidation Plan
The plan filed by Net Telecommunications, Inc. and NTI Telecom
Inc. on November 19, 1999, was confirmed by the US Bankruptcy
Court, District of Nevada on January 24, 2000.

NEW YORK MEDICAL: Case Summary and 20 Largest Unsecured Creditors
Debtor: New York Medical Group, PC
        110 East 69th Street
        22nd Floor
        New York, NY 10022

Petition Date: February 14, 2000  Chapter 11

Court: S. Dist. of New York  Judge: Stuart M. Bernstein

Debtor's Counsel: Mitchell G. Mandell
                  Reed Smith Shaw & McClay LLP
                  375 Park Avenue
                  17th Floor
                  New York, NY 10152

Total Assets: $ 9,410,000(listed as total funds available)
Total Debts:  $ 9,261,000(listed as total monthly expenses)
Not sure if these are the real assets & debts.

20 Largest Unsecured Creditors

American Datagraph, Inc.         $ 13,402
Alvin Mund, MD                   $ 45,000
BI Radiation/Oncology            $ 50,333
Caligor Medical Supply          $ 129,075
Chairman-Montefiore Med.         $ 43,882
District 1199 Benefit Fund       $ 76,066
Estate of Rafael Beltran         $ 45,000
George Tsamparlia, MD            $ 45,000
H&M Hecker PT, PC                $ 28,936
HIP Health Plan of New          $ 333,271
Konica Medical Corp.             $ 20,536
Montefiore Med. Center          $ 114,000
Nick Roselli, MD                 $ 12,900
NYMG Profit Sharing Plan      $ 1,105,773
NYMG Retirement Plan & Trust  $ 1,732,926
Ronald Walker, MD                $ 19,503
St. Charles Hospital & Rehab     $ 19,200
The Guardian Life               $ 119,276
The St.John Companies            $ 13,646
United Staffing Systems          $ 15,403

NON-HOMOGENIZED PRODUCTIONS: Case Summary & Unsecured Creditors
Debtor: Non-Homogenized Productions Ltd.
        c/o Goodkind Labaton Rudoff & Sucharow
        100 Park Avenue
        New York, NY 10017

        Mailing Add:
        PO Box 560
        Radio City Station
        New York, NY 10101-0560

Type of Business: Film and video production company

Petition Date: February 9, 2000  Chapter 11

Court: S. Dist. of New York      Judge: Stuart M. Bernstein

Debtor's Counsel: Myron S. Lehman
                  Lehman, Lehman & Gruber
                  70 South Orange Avenue
                  Livingston, NJ 07039
                  (973) 740-0770

Total Asseta: $ 4,000,001
Total Debts:  $ 3,080,275

20 Largest Unsecured Creditors

UMG Recordings Inc.               $ 3,000,000
Camera Service Center                $ 25,000
Paris Film Prod. Ltd.                $ 14,924
Visa                                  $ 8,902
Dollar Rent-a-Car                     $ 8,455
City of New York                      $ 3,598
Central Prop. of 49th St              $ 2,000
Elizabeth & Michael Pantellis         $ 1,800
Premier Catering                      $ 1,515
Soul's Ablaze                         $ 1,503
AT&T Long Distance                    $ 1,043
North General Hospital                $ 1,043
Allmerica Financial/Hanover In        $ 1,000
Dr. Jamie Korvetz                     $ 1,000
Federal Express                       $ 1,000
NY City Dept. of Finance              $ 1,000
Pride Equipment Corp.                   $ 796
Bell Atlantic of NY                     $ 653
Fire Dept. of NY                        $ 630
Odds Costume Rental                     $ 564

PARAGON TRADE BRANDS: Holders Report Stock Ownership
Co-Investment Partners, L.P., CIP Partners LLC, Christian A.
Melhado and Walter M. Cain beneficially own 2,401,953 of the
common stock of Paragon Trade Brands Inc.  They share voting and
dispositive powers.  The stock represents 20.2% of the
outstanding common stock of the company.

CIP was formed in order to engage in the business of acquiring,
holding and disposing of investments in various companies.  CIPP
is the sole general partner of CIP.  Christian  A. Melhado and
Walter M. Cain are managing members of CIPP.

As managing members of CIPP, Christian A. Melhado and Walter M.
Cain have the ability to direct the investment and voting
decisions of CIP and CIPP and therefore, may be deemed to have
investment and voting discretion with respect to securities
beneficially owned by CIP and CIPP.

On January 28, 2000, CIP purchased the shares from Paragon for an
aggregate purchase price of $24,019,530, or $10.00 per share,
under an Assignment and Assumption Agreement dated January 28,
2000 between CIP and PTB Acquisition Company, LLC, a Delaware
limited liability company,  and a Stock Purchase Agreement dated
November 16, 1999, between PTBA and Paragon. All of the funds
used by CIP to acquire the 2,401,953 shares of common stock were
contributed to CIP by the general and limited partners of CIP.

PHILLIPS & KING: The Havana Group Signs Letter of Intent
The Havana Group, Inc. (OTC Bulletin Board: HVGP), announced that
it had entered into a Letter of Intent for the purchase of
Phillips & King, International, Inc. ("P&K"). Terms of the
transaction were not disclosed pending resolution of P&K's
Chapter 11 proceedings.

Phillips & King International, Inc. is a California based
wholesale distributor of smoking products.  P&K is currently in a
Chapter 11 bankruptcy proceeding and the acquisition by The
Havana Group, Inc. is contingent upon many things, including,
without limitation, a successful reorganization of the
company and The Havana Group, Inc.'s completion of adequate

If successful, The Havana Group, Inc. intends to restructure to a
web-based business-to-business wholesale distribution company.  
The acquisition of P&K would add approximately $14 million to the
sales of The Havana Group, Inc. based upon 1999 sales
performance.  The Company anticipates that, while neither The
Havana Group nor P&K recorded profits in 1999, the consolidation
is expected to improve The Havana Group, Inc.'s operating
results.  No assurances can be given that the transaction will be
completed, or if successful, that the Company's operations will
be profitable.

The Havana Group Inc. is a direct marketer of tobacco products
including smoking pipes, tobaccos, make-your-own cigarettes,
cigars, and accessories, which it sells in catalogs with annual
circulation in excess of 500,000 per year and through its
Internet website .  The Company also designs
its own-patented lines of smoking pipes, which it manufactures at
its production facility in Bristow, Oklahoma.

QUEEN SAND RESOURCES: Comerca Bank Reports Stock Holdings
Comerca Bank owns  6,600,000 shares of the common stock of Queen
Sand Resources, Inc., of Texas.  This amounts to 19.36% of the
outstanding shares of the common stock of Queen Sand.  The bank
holds sole power to vote, or to direct the vote, on the shares

RURAL/METRO CORP: S&P cuts ratings to CCC
Standard & Poor's lowered its corporate credit, senior unsecured
debt, and bank loan ratings for Rural/Metro Corp. to triple-'C'
from single-'B'-plus. In addition, these ratings remain on
CreditWatch with negative implications, where they were placed on
Jan. 27, 2000 following Standard & Poor's heightened concern
relating to Rural/Metro's continued weak operating performance
and more limited financial flexibility. The company previously
announced that it anticipated incurring significant charges as a
result of implementing a restructuring program.

About $350 million of debt and bank loans are affected.

The downgrade and CreditWatch placement reflect Standard & Poor's
ongoing concerns with Rural/Metro's liquidity position in light
of recent weaker-than-expected operating results and the
potential for a bankruptcy filing. While the company is
implementing a restructuring plan and received a waiver of
covenant compliance from its banks, Rural/Metro will remain
challenged to meet seasonal operating requirements and its March
15 interest payment without access to additional sources of
capital. The amount and timing of any potential cash inflows
remain uncertain and are of growing concern given that the bank
waiver expires March 14, 2000.

SC NEW HAVEN: Committee Objects To Disclosure Statement
The Official Committee of Unsecured Creditors of SC New Haven
Corporation and its debtor affiliates objects to the Disclosure
Statement with respect to the debtors' first amended joint plan
of liquidation.

The Committee asserts that it was not invited to participate in
the negotiations of the debtors.

The Committee does not support the plan and believes that it is
deficient on many grounds.  According to the Committee, the plan
provides "no clue" as to the amount Class 7 claimants can expect
to receive under the plan.  The Committee also objects to global,
general releases for the debtors, Beckerman and the Bank Group.  
The Committee states that it has barely begun its investigation
into possible pre-petition causes of action against officers and
directors, including Beckerman, for which there is a $10 million
officers and directors liability policy in place. Further, the
Committee points out that the Disclosure Statement fails to
disclose that the debtor recently receive a $4 million offer to
purchase the debtors' facility, that there is no explanation for
the propriety of substantive consolidation, and that the
Disclosure Statement fails to set forth which assets remain -
with a projected recovery analysis -to fund Beckerman's class 5
subrogation claim.  This information is crucial to a
determination as to whether the proposed settlement among the
parties is in the best interests of the estates.

TAESA: Mexican Airline Grounded and Bankrupt
Grounded Mexican airline Taesa said yesterday that it is
virtually bankrupt and is not able to pay a debt six times
greater than the value of its assets, according to Reuters. The
airline, the third largest in Mexico, has been grounded since
November following a fatal crash. The company said its
liabilities are about $380 million and assets are about $60
million. Today a judge is set to rule on Taesa's petition to
temporarily suspend payments of an estimated $400 million in
debts. The largest creditor is the government's IPAB bank deposit
guarantee fund. Taesa is also facing a labor dispute with more
than 3,500 employees owed back pay since Jan. 30, who have
threatened to go on strike on Friday. Analysts agree the airline
can only avoid bankruptcy by finding a partner willing to invest
about $130 million into the company.

TEXFI INDUSTRIES: Announces Chapter 11 Filing
Texfi Industries, Inc. (OTC Bulletin Board: TXFIE) announced
today it has filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.  The filing was made in the Southern
District of New York.  Texfi announced it has retained the
services of Ernst and Young Restructuring LLP and McDermott, Will
& Emery to assist in the Company's reorganization.  

Andrew Parisi, Texfi's Chairman of the Board, CEO and President,
said today, "During the past two years, imports have negatively
impacted the domestic textile and apparel industry.  Texfi has
suffered a significant reduction in volume.  The volume decline
we incurred over this period of time has, unfortunately,
compelled us to restructure our debt through a financial
reorganization under a Chapter 11 filing.  This filing will
significantly reduce our debt and should provide a firm financial
framework upon which Texfi can continue to operate and prosper.  
While we have attempted to work outside of a reorganization over
the past 18 months, the financial burdens imposed by our lenders
encourage us to take this action now.  We expect the
restructuring to make Texfi a healthier company, one which will
better serve and satisfy our customers' needs and remain a leader
in our industry.  

"Texfi expects to have the working capital needed to meet our
daily business obligations and inventory requirements necessary
to continue to service our customers in a timely and efficient
manner.  As a leader in the textile industry, Texfi will remain a
vigorous and active participant.  All of our key management
personnel are committed to market and manufacture high
quality woven fabrics."  Texfi Industries, Inc. is a diversified
manufacturer and marketer of various textiles.  The Company
produces woven finished fabrics which are sold throughout the
United States and exported to European and Asian markets.

TEXFI INDUSTRIES: Case Summary and 20 Largest Unsecured Creditors
Debtor: Texfi Industries, Inc.
        1430 Broadway
        13th Floor
        New York, NY 10018

Type of Business: In the business of manufacturing and marketing
woven, dyed and finished synthetic fabrics, principally rayon and
some wool blends.  The debtor sells its products to the menswear,
children's wear, uniform, residential and hotel furnishings

Petition Date: February 15, 2000  Chapter 11

Court: S. Dist. of New York    Judge: Arthur J. Gonzales

Debtor's Counsel: Stephen B. Selbst
                  McDermott, Will & Emery
                  50 Rockfeller Plaza
                  New York, NY 10020

Total Assets: $ 54,900,000(approx)
Total Debts:  $ 94,300,000(approx)

20 Largest Unsecured Creditors

Norwest Bank Minn.   Public indebtedness  $ 34,371,000
Unifi, Inc.          Trade debt            $ 8,076,809
State St. Corp       Public indebtedness   $ 2,354,000
Dillon Yarn          Trade debt            $ 1,200,765
City of Rocky Mount  Elec, Water & Sewer
                      Natural Gas Utility
                      Services             $ 1,177,929
Clariant Corp.       Trade Debt              $ 405,006
Nat'l Spinning       Trade Debt              $ 285,255
High Point Chemical  Trade Debt              $ 146,453
Yorkshire America    Trade Debt              $ 136,755
Nash County Tax      Taxes                   $ 118,787
Electric Motor Shop  Trade Debt              $ 116,344
Cumberland County
Tax Collector       Taxes                   $ 104,125
Process Chemicals    Trade Debt               $ 95,644
Lenzing Bank of
America             Trade Debt               $ 92,325
Yorkshire Pat-Chem   Trade Debt              $ 125,124
Prillaman Chemical   Trade Debt              $ 115,565
Crompton & Knowles   Trade Debt              $ 103,497
CKR/Deep River LLC   Trade Debt               $ 92,578
Burlington Chemical  Trade Debt               $ 93,169
Georgia Power Co.    Utility Service          $ 86,710

The Singing Machine Company Inc., incorporated in Delaware in
1994, together with its wholly owned subsidiary, International
HK, Ltd., engages in the production and distribution of karaoke
audio software and electronic recording equipment.  The company's
electronic karaoke machines and audio software products are
marketed under The Singing Machine trademark.

The company's products are sold throughout the United States,
primarily through department stores, lifestyle merchants, mass
merchandisers, direct mail catalogs and showrooms, music and
record stores, national chains, specialty stores and warehouse

The company's karaoke machines and karaoke software are currently
sold in such retail outlets as Target, Best Buy, Sears, J.C.
Penney, Fingerhut, Sam's Clubs and Toys R Us.

Total revenues increased by approximately $8,462,705 or 99%, to
$16,967,618, during the first nine months of fiscal 2000 compared
to the first nine months of fiscal 1999.  The increase in
revenues is being attributed by the company to a growing
popularity of the its CD Plus Graphics machines, as well as a
growing market for the music used in these machines.  The CD Plus
Graphics machines can be easily attached to the consumer's
television set.  When a special CD, which includes graphics, is
played on the machine, the lyrics can be seen on the television
screen for ease of following along with the music.

The company realized a net gain of $2,170,652 for the first nine
months of fiscal 2000 as compared to a net gain of $867,743 in
the same period a year ago.

TRISM, INC: Announces Exit from Chapter 11
TRISM, Inc. (OTC Bulletin Board: TRSMQ), the nation's leading
transportation company that specializes in the transportation of
heavy weight,over-dimensional, environmental, and secured
materials (the "Company")announced today the consummation of its
Plan of Reorganization.  In accordance with the Plan, the Company
converted $86.2 million of existing Senior Subordinated Notes
into an aggregate principal amount of $30 million of New Senior
Subordinated Notes, due 2005, bearing interest at the rate of
12% per annum and 95% of the new common stock of the reorganized
TRISM.  Existing common stockholders will receive 5% of the new
common stock of the reorganized TRISM.  Under the Plan, the
Company significantly reduced its long-term debt, will pay all
trade debt in full, secured a multiyear $42.5 million financing
arrangement and, under the direction of its current management
team, will continue with its multifaceted specialized
transportation and logistics operations.  Ed McCormick, Chairman
of the Board and Chief Executive Officer of TRISM, Inc. stated
the following, "We are pleased to bring closure to this
process and look forward to successfully building on a leaner and
well capitalized TRISM.  I would like to personally thank our
customers, suppliers, lenders and management team for their
support and efforts during this process.  Our entire Company is
excited about the opportunities at TRISM as we continue setting
the standard of being the premier specialized transportation
company in North America."  

TULTEX: To Retain Binswanger Southern Inc
By order entered February 3, 2000, the debtor, Tultex Corporation
is authorized to hire Binswanger Southern (NC) Inc. as real
estate agents and brokers.  Binswanger is authorized to provide
any and all real estate brokerage services to the debtors that
are necessary or appropriate in connection with the Chapter 11
cases relating to the marketing and identification of prospective
purchasers for the Martinsville Service Center under the terms
described in the application and the Martinsville Listing

WORLD ACCESS: S&P May Still Change CCC-Plus Debt Rating
The ratings on World Access were originally placed on CreditWatch
with developing implications in August 1999,following the
company's announced agreement to acquire FaciliCom International

The CreditWatch was subsequently maintained with the company's
announced letter of intent to acquire Star Telecommunications
Inc. in December 1999.

The acquisition of TeleSystems International, coupled with the
purchase of Star Telecommunications, which is expected to close
later this year, increases World Access' scale and scope in the
European international telecommunications origination market.

Because of this, the company's competitive positioning is
expected to improve as it increasingly transitions from its
traditional U.S.-originated wholesale base to more profitable
retail markets both in the U.S. and abroad.

The acquisition of European retail carriers Facilicom
International Inc. and Long Distance International Inc., which
closed in December 1999 and February 2000, respectively, has
expanded the company's network capabilities and retail base.

The pending acquisitions would continue this trend.

However, in order to achieve significant margin improvement from
currently low profit measures, the company nevertheless faces the
challenge of integrating these companies' operations and
achieving sustained growth in its retail customer base.

World Access' financial flexibility benefits from expectations
that sale of its telecommunications equipment businesses, as well
as sale of other nonstrategic assets from the acquired companies,
will provide a significant  source of prospective cash

Standard & Poor's will assess funding requirements to support the
company's telecommunications services business plans, as well as
performance prospects for the combined company.


World Access Inc.
  Corporate credit rating                 B
  Bank loan rating                        B
  Subordinated debt rating                CCC+


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,
Edem Alfeche and Ronald Ladia, Editors.

Copyright 2000.  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.

                 * * * End of Transmission * * *