TCR_Public/000309.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, March 9, 2000, Vol. 4, No. 48  
                            
                  Headlines

AGRIBIOTECH: Alfalfa Seed Growers May Sell Crops Themselves
APPLE ORTHODONTIX: Orders Authorize Co-Counsel For Debtor
ATCALL: Equalnet Offers $3.25 Million To Acquire Assets
CAROL PUBLISHING: Seeks Turnover of Property
CENTENNIAL COAL: Summit Seeks Change of Venue

ELDER BEERMAN: Shareholder Files Complaint
FILENE'S BASEMENT: Motion To Establish Bar Date
GANTOS: To Close Doors
GULF STATES STEEL: To File Reorganization Plan "Shortly"
HURRICANE HYDROCARBONS: Special Warrants Bought Deal Finalized

JUST FOR FEET: Continued Hearing To Convert To Chapter 7
JUST FOR FEET: GenX Buys Just For Feet Clothing and Shoe Assets
LENOX HEALTHCARE: Wins Interim OK for Pact With Lenders
LOEWEN: Alternative Dispute Resolution Procedures
LONDON FOG: Seeks Authority To Enter Trademark License Agreements

MANHATTAN INVESTMENT: Case Summary and 20 Largest Creditors
MCA FINANCIAL: Seeks Authority To Sell Common Stock of Westmark
MEDPARTNERS PROVIDER: Committee Objects To Disclosure Statement
PENNCORP FINANCIAL: Hearing to Consider Approval of Sale of Stock
RTI INC: Committee Taps Traub, Bonacquist & Fox

SUPERIOR NATIONAL GROUP, INC.: MOODY'S DOWNGRADES RATINGS
TEXAS HEALTH ENTERPRISES: Committee Taps Stutzman & Bromberg
TULTEX: Order Authorizes Key Employee Retention Program
VENCOR: Motion To Sell Burbank Hospital To Belmont for $5,725,000

                  *********

AGRIBIOTECH: Alfalfa Seed Growers May Sell Crops Themselves
-----------------------------------------------------------
Alfalfa seed growers holding contracts with financially troubled
AgriBio Tech Inc. may have the leeway to sell their 2000 crops
themselves, a bankruptcy judge has decided.

The growers may enter sales agreements if a company does not buy
the crop contracts held by AgriBio Tech.  The Nevada agricultural
giant recently filed for protection from creditors under Chapter
11 of the federal bankruptcy laws.

AgriBio Tech, one of the largest U.S. buyers of alfalfa seed,
owes growers for the crop harvested last year.

Upwards of 100 alfalfa seed growers in the Bighorn Basin have
been seeking state loan assistance in the wake of the bankruptcy
filing. In Montana, the company has 27 contracts for farmers to
plant and harvest seed this year.

AgriBio Tech's action in U.S. Bankruptcy Court left growers not
knowing whether the company would accept and pay for the 2000
crop, once it's harvested.

Under an agreement approved by growers and last week by U.S.
Bankruptcy Judge Linda Riegle, AgriBio Tech will attempt to sell
its grower contracts to another company. If contracts cannot be
sold by July 1, then the growers themselves can sell their
harvested seed.

"It puts a little value on the crop which we were not sure had
any value for awhile there," said Laurel-area farmer Shelley
Wold, president of the Montana Alfalfa Seed Growers Association.


APPLE ORTHODONTIX: Orders Authorize Co-Counsel For Debtor
---------------------------------------------------------
By orders entered on February 22, 2000, the US Bankruptcy Court
for the District of Delaware authorized the debtor, Apple
Orthodontix, Inc., to retain and employ the law firms of Saul,
Ewing, Remick & Saul LLP and Katten Muchjin Zavis as counsel for
the debtor.


ATCALL: Equalnet Offers $3.25 Million To Acquire Assets
-------------------------------------------------------
Equalnet Communications Corp. (OTC Bulletin Board: ENET)
submitted an offer to acquire all of the assets of ATCALL, Inc.
of Arlington, Virginia, in exchange for the assumption, on a non-
recourse basis, of approximately $3 million of secured debt and a
guaranteed payment of $250,000 in Equalnet common stock.

ATCALL, currently operating as a debtor in possession under
Chapter 11 of the U.S. Bankruptcy code, resells long distance
telephone service to residential and small business subscribers
and also supplies prepaid telephone debit cards to major national
retailers.  ATCALL's total revenues for 1999 were approximately
$12 million.  Total investment in ATCALL since the company's
founding in 1993 has been over $20 million.  ATCALL has set a
hearing in bankruptcy court for March 14, 2000, to consider
offers to acquire the company.

Mitchell H. Bodian, Equalnet's President and CEO, said that,
"Equalnet's offer is the only credible offer and is in the best
interests of ATCALL's creditors and other stakeholders.  We could
very effectively integrate ATCALL's operations into our own, thus
eliminating substantial overhead in the combined companies.  This
transaction provides an example of Equalnet's intention to
continue to grow its core business through opportunistic
acquisitions of other financially distressed telecom companies,
while simultaneously pursuing attractive and innovative market
niches complementing our basic business."

EqualNet is a nationwide supplier of telecommunications services
headquartered in Houston, Texas.  The Company provides a
comprehensive array of discounted long-distance and other
telecommunications services.


CAROL PUBLISHING: Seeks Turnover of Property
--------------------------------------------
As part of the debtor's Sale Application, authorizing it to
conduct an auction sale of substantially all of its assets,
including the Inventory and Publishing agreements,  the debtor
also sought an order directing all persons to turnover and
release all films, plates and other related materials in their
possession.  The films and plates are necessary for the
production of the books that may be purchased at the sale.  Of 35
printers and manufacturers, the debtor is seeking turnover and
release of film and plates from 14 printers and manufacturers not
previously asked for such turnovers.  The relief requested is,
according to the debtor, critical for the sale process and is
absolutely necessary to maximize the value of the debtor's
estate.


CENTENNIAL COAL: Summit Seeks Change of Venue
---------------------------------------------
Summit Coal Company seeks a transfer of venue of this case from
the US Bankruptcy Court, District of Delaware to the Western
District of Kentucky.  Previously, Frontier Insurance Company
also filed a motion seeking the same transfer of venue, and
Summit Coal Company, LLC joins in that motion.


ELDER BEERMAN: Shareholder Files Complaint
------------------------------------------
One of Elder-Beerman Stores Corp.'s largest shareholders has
filed a complaint and set a deadline for the company to boost its
stock price.

In a filing with the Securities and Exchange Commission Tuesday,
PPM America Inc., accused the retailer of being "misleading" last
week when it announced it had hired a Wall Street investment bank
to advise on strategic options.

PPM America said Elder-Beerman has used the bank since 1998.
Elder-Beerman denied that but had nothing else to say about the
filing.

"We have it, we've read it and at this point, we're evaluating
what and whether to respond," said Scott Davido, Elder-Beerman's
chief financial officer.

PPM America also contended that Elder-Beerman has ignored its
suggestions for raising its stock price. PPM America is a
Chicago-based investment company that owns 1.96 million shares,
more than 13 percent of the company's stock.

PPM America set a deadline of March 17 for Elder-Beerman to
either sell the company or allow investors to sell their shares
back to the company.

Excessive inventory and competition forced Elder-Beerman to seek
Chapter 11 bankruptcy protection in October 1995. It emerged from
reorganization Dec. 30, 1997, transforming itself from a family-
run business into an independent, publicly traded company.

The independent department store chain operates in Ohio, West
Virginia, Indiana, Michigan, Illinois, Kentucky, Wisconsin and
Pennsylvania.


FILENE'S BASEMENT: Motion To Establish Bar Date
-----------------------------------------------
Filene's Basement, Inc. and Filene's Basement Corp. seek a court
order establishing a bar date by which proofs of claim and proofs
of interest and certain requests for payment of administrative
claims must be filed.

The debtors propose that the court establish a bar date 50 days
after entry of the court's order on this motion for all creditor
s with a claim or interest arising before the petition date; and
for requests for payment of post-petition administrative expense
claims arising on or before February 2, 2000, excluding fees and
expenses of professionals.


GANTOS: To Close Doors
----------------------
Citing ongoing financial troubles, women's retailer Gantos Inc.
is pulling the plug after nearly seven decades in business.
The Connecticut-based company, which was founded in Grand Rapids,
plans to liquidate merchandise at its 115 stores in 24 states.

The decision to close the women's apparel stores came after
creditors decided to begin liquidation, The Grand Rapids Press
reported Tuesday. "The bank basically said we had to raise a
certain amount of equity by a certain date or they would
liquidate," Arlene H. Stern, Gantos CEO and president, told the
newspaper Monday evening from the company's headquarters in
Stamford, Conn. "We were working with a potential buyer, but the
deal had to finalized today (Monday) and that didn't happen."

Gantos filed for Chapter 11 bankruptcy protection in December for
the second time in six years.  Gantos' lenders, Foothill Capital
Corp. and Paragon Capital LLC, agreed to a $40 million credit
line in December, but Gantos was unable to prevent recurring
losses and obtain adequate merchandise.

When Gantos filed for Chapter 11 protection in 1993 it suffered a
$43.1 million loss.  It had recently opened a store in Atlanta
and introduced a Web site.  For the year ended Jan. 31, the
retail chain lost $11.8 million, or $1.68 a share, on revenue of
$150.7 million.


GULF STATES STEEL: To File Reorganization Plan "Shortly"
--------------------------------------------------------
Gulf States Steel Inc. will file a reorganization plan in the
very near future, according to the integrated steel producer's
lead bankruptcy counsel. On Feb. 29, the Gadsden, Ala.-based
company won a 120-day extension of its exclusive periods to file
a plan of reorganization and solicit plan acceptances. "We expect
to file a plan shortly despite the extension of exclusivity,"
Alan Kolod of Moses & Singer L.L.P. told DBR. "Hopefully within
the next week or two," he added. (Daily Bankruptcy Law Review;
ABI 08-Mar-00)


HURRICANE HYDROCARBONS: Special Warrants Bought Deal Finalized
--------------------------------------------------------------
Hurricane Hydrocarbons Ltd. announces that the Special Warrants
offering announced on February 16, 2000 has closed. The offering
was underwritten by Canaccord Capital Corporation, as lead, along
with Credifinance Securities Limited.

Under this deal, the Underwriters sold 9,346,000 Special Warrants
at a price of C$3.90 per Special Warrant for gross proceeds of
C$36,449,400(approximately US $25 million). The proceeds from
this underwriting are to be held in trust for the benefit of
investors, subject to the satisfaction of certain conditions,
including:

- Implementation of Hurricane's Plan of Compromise and
Arrangement under the Companies' Creditor Arrangement Act
("CCAA'') as sanctioned by the Court and approved unanimously by
creditors on February 28, 2000; and

- Approval and closing of the Shymkentnefteorgsyntez ("ShNOS'')
acquisition.

The above conditions must be satisfied before April 30, 2000
otherwise proceeds may be released back to the investors.
Hurricane has agreed to file a prospectus within 120 days from
the closing date to qualify the Common Shares issuable upon
exercise of the Special Warrants. Each Special Warrant will
entitle the holder to exchange the Special Warrants into one
Common Share of Hurricane for no additional consideration. If a
prospectus is not filed within 120 days from the closing date,
each Special Warrant can be exchanged into 1.1 Common Shares.

Proceeds from this offering will assist Hurricane in paying down
the principal portion of the debt outstanding to its current
noteholders by US$42 million, as announced on February 16, 2000.

Hurricane's shares trade on the Toronto Stock Exchange under the
symbol HHL.A and on the National Quotation Bureau (NQB) under the
symbol HHLFQ. The company's website can be accessed at
www.hurricane-hhl.com.


JUST FOR FEET: Continued Hearing To Convert To Chapter 7
-----------------------------------------------------------------
The hearing originally scheduled for February6 7, 2000 at 1:00 PM
to consider the motion of the Official Committee of Unsecured
Creditors to Convert the debtor's chapter 11 cases to Chapter 7
cases, has been continued to March 24, 2000 at 10:00 AM before
the Honorable Roderick R. McKelvie, US District Court Judge, US
District Court for the District of Delaware, 844 King Street,
Wilmington, Delaware.


JUST FOR FEET: GenX Buys Just For Feet Clothing and Shoe Assets
---------------------------------------------------------------
GenX Sports paid $7.2 million for $36 million worth of Just For
Feet Inc. shoes and clothing; the company also will pay about
$1.2 million for packing and shipping, according to The
Birmingham News. Birmingham, Ala.,-based Just For Feet has not
announced the results of the Feb. 15 bankruptcy court auction of
its assets, but it is known that at least 50 different bidders
were on hand. Footstar Inc. was the biggest buyer; it purchased
102 stores, the name "Just For Feet" and the chain's headquarters
for $72 million. GenX President Ken Finkelstein, who now employs
Don-Allen Ruttenberg, a former executive at Just For Feet, said
Ruttenberg helped prepare the bid and that the deal was "fair."
Finkelstein said, "They made sure they got the most money they
could for the creditors." (ABI 08-Mar-00)


LENOX HEALTHCARE: Wins Interim OK for Pact With Lenders
--------------------------------------------------------
The U.S. Bankruptcy Court in Wilmington, Del., has entered an
interim order approving a settlement between Lenox Healthcare
Inc. and two of its largest secured creditors that collectively
assert claims of more than $35 million. The order will become
final if no objections are filed by March 14. As of Friday
morning's docket, no objections had been filed. Any objections
filed by the March 14 deadline will be considered by the court at
a hearing scheduled for March 21.

LOEWEN: Alternative Dispute Resolution Procedures
-------------------------------------------------
The Alternative Dispute Resolution Procedures proposed by the
Debtors drew scores of objections from individual creditors.   In
response to those objections, the Debtors made clarifications or
modifications to the proposed ADR Procedures.  They inform the
Court that they have resolved many of the Objections, and are in
the process of resolving some more.  For all remaining
objections, the Debtors believe they are without merit and should
be overruled.


LONDON FOG: Seeks Authority To Enter Trademark License Agreements
-----------------------------------------------------------------
The debtors, London Fog Industries, Inc., et al. seek court
authority to enter into trademark license agreements with Watson
Brothers Limited and Freed & Freed International, Ltd.

The debtor seeks authority to grant the Watson Brothers and Freed
& Freed the right to use the London Fog Trademark.  License fees
for Watson Brothers are the greater of 5% of net sales and one-
quarter of the minimum annual license fee which ranges from
C$12,500 to C$15,000 over the term of the Watson Brothers
Agreement.  The Watson Brothers Agreement also requires Watson
Brothers to maintain certain minimum annual net sales.

The License Fees for Freed & Freed are the greater of 4% or 5% of
net sales, depending on the accounting year and 1/4 of each of
the minimum annual license fees for Men's and Women's Products
which ranges from C$140,000 to C$200,000 for men's products and
C$260,000 to C$450,000 for Women's products over the term of the
agreement.


MANHATTAN INVESTMENT: Case Summary and 20 Largest Creditors
-----------------------------------------------------------
Debtor: Manhattan Investment Fund Ltd.
        c/o Helen Gredd, Esq.
        Lankler Siffert & Wohl LLP
        500 Fifth Avenue
        New York, New York 10110-3398

Petition Date: March 7, 2000  Chapter 11

Court: Southern District of New York

Bankruptcy Case No.: 00-10922

Debtor's Counsel: Stuart Hirshfield
                  Dewey Ballantine LLP
                  1301 Avenue of the Americas
                  New York, New York 10019-6092
                  (212) 259-8000

Total Assets: $ 10 to 50 mill
Total Debts:  $ 100 mill(more)

20 Largest Unsecured Creditors

Securities and Exchange
Commission
450 Fifth Street, NW
Mail Stop S-8
Washington, DC 20549-0808
Peter H. Bresnan          Litigation     
(202) 9424788             claim        $ 350 mill more

Credit Suisse London
Nominees
2 Cabot Sq.
London
E14 40D
John Larkin
Tel: 011 44 171 8885066   Investor
Fax: 011 44 171 888       claim           $ 67,552,293

Public Institution for
Social Security
PO Box 24324
Safat 13104
Kuwait
Sulaiman A. Al-Maraikhi
Tel: 011 965 2410170      Investor
Fax: 011 965 2418467      claim           $ 30,149,806

Republic Nat'l Bank NY
(Suisse)
2 Place du Lac
1204 Geneva
Switzerland
Mr. Aeschliman
Tel: 011 41 22 7055555    Investor
Fax: 011 41 22 7055289    claim           $ 29,184,813

Bank Austria
1, AM HOF 2
Postf. 5800
A-1011 Wien
Austria
Mario Zehetbauer
Tel: 011 431 711910       Investor and litigation
Fax: 011 431 711966155    claim           $ 27,637,488

The Nikko Securities Co. Ltd
Tokyo Dia Bldg. No. 5
1-28-23, Shinkawa
Chuo-Ku
Tokyo, 104-8271
Japan
Hideo Kawamura
Tel: 011 813 32713561     Investor
Fax: 011 813 55663859     claim           $ 19,227,034

Julius Baer Securities Co Ltd
c/o Bank Julius Baer
330 Madison Ave.
New York, NY 10017
Germaine Boone
Tel: 212 2973600          Investor
Fax: 212 5577839          claim           $ 15,482,151

Citibank Switzerland
Seestr 25
PO Box 3760
8021 Zurich
Switzerland
Rowena Woollard
Tel: 011 411 2263636      Investor
Fax: 011 411 2058730      claim           $ 14,887,629

Citco Global Custody NV -
Cash
World Trade Center
Tower B, 16th Fl.
Strawinskylaan 1629
Amsterdam
Tel: 011 31 20 5722200    Investor
Fax: 011 31 20 6628167    claim           $ 14,839,587

The Public Institution for
Social Seucirty
PO Box 24324
Safat 13104
Kuwait
Sulaiman A. Al-Maraikhi
Tel: 011 965 2410170      Investor
Fax: 011 965 2418467      claim           $ 13,619,076

Bank of Bermuda
(Luxembourg) SA - Hermes
Strategies Fund
13 Rue Goethe-BP 413
L-2014 Luxembourg
Mohamed Gueddach
Tel: 011 352 4046461
Fax: 011 352 404646
333                                       $ 12,676,438

Endeavour Fund
c/o Citco Fund (Bahamas)
Bahamas Financial Centre
3rd Floor
Shirley and Charlotte Streets
Bahamas
Annie Brunschwig
Fax: 011 41 22 8186833                    $ 10,087,952

The Bank of Bermuda
(Luxembourg) SA
13 Rue Goethe-BP 413
L-2014 Luxembourg
Mohamed Gueddach
Tel: 011 352 4046461
Fax: 011 352 404646       Investor
333                       claim            $ 8,926,842

CITCO Global Custody (NA)
NV
c/o Citco Banking NV
Kaya Flamboyan #9
Curacao
Netherlands Antilles
Rupert Walle
Tel: 011 5999 7322322     Investor
Fax: 011 5999 7368859     claim            $ 8,396,076

Multiadvisors Fund
Banque Generale du Luxembourg
Avenue J.F. Kennedy
L-2951 Luxembourg
Sandra Milos
Tel: 011 352 4042421
Fax: 011 44 171611        Investor
7800                      claim            $ 8,057,272

Estate of Leo Schwartz
310, 715-5th Avenue SW
Calgary Albert
Canada
T2P 2X6
Bram Schwartz
Tel: 403 283 0813         Investor
Fax: 514 934 9932         claim            $ 7,471,254

Banco Nominees(Isle of Man)
Limited
12/13 Hill St.
Douglas
Isle of Man
IM99 1BW
Armanda Quirk             Investor
Fax: 011 44 1624 637778   claim            $ 7,045,411

Banque Audi (Suisse) SA
2 Rue Massot
BP 384
1211 Geneva 12
Switzerland
Isabelle Gemes
Tel: 011 41 22 7041111    Investor
Fax: 011 41 22 7041102    claim            $ 5,831,819

Swisstor & Co
c/o Swiss Bank Corporation
(Canada)
207 Queens Quay Weste
Suite 780, Toronto
Ontario, Canada
Mr. S. Shepard            Investor
Fax: 1 416 3431900        claim            $ 5,820,688

Bank Julius Baer & Co
330 Madison Ave.
New York, NY 10017
Germaine Boone
Tel: 212 2973600          Investor
Fax: 212 5577839          claim            $ 5,682,267


MCA FINANCIAL: Seeks Authority To Sell Common Stock of Westmark
---------------------------------------------------------------
The debtors, MCA Financial Corp., and its debtor affiliates seek
court authority to sell 14,236 shares of common stock of Westmark
Group Holdings, Inc.

MCA Wishes to sell its shares of Westmark common stock in an
unsolicited broker's transaction.  Market information as of the
close of trading on February 22, 2000 indicates that the stock
was trading at 1 and 9/16 dollars per share.


MEDPARTNERS PROVIDER: Committee Objects To Disclosure Statement
---------------------------------------------------------------
The Committee objects to the Disclosure Statement of Medpartners
Provider Network, Inc., claiming that it is a mere draft.

The Committee states that the debtor is seeking court approval of
a disclosure statement that will differ from the version
presently before the court.


PENNCORP FINANCIAL: Hearing to Consider Approval of Sale of Stock
-----------------------------------------------------------------
A hearing to consider the motion of the debtor, Penncorp
Financial Group, Inc., for entry of an order authorizing the
debtor's sale of the shares of the common stock of its
subsidiaries, Security Life and Trust Insurance Company and
Southwestern Life Insurance Company is scheduled for March 24,
2000 at 11:00 AM before the Honorable Peter J. Walsh, US
Bankruptcy Judge in the US Bankruptcy Court for the District of
Delaware, Marine Midland Plaza, 824 Market Street, Wilmington,
Delaware.

At the sale hearing the court will consider the debtor's request
to sell the shares to Buyer for a cash price of $260 million
subject to certain adjustments, or to a Competing Bidder
submitting the highest and best offer.  A higher or better offer
must provide for aggregate consideration of at least $7 million
in excess of the purchase price to be paid by Buyer under the
Agreement.


RTI INC: Committee Taps Traub, Bonacquist & Fox
-----------------------------------------------
The Official Committee of Unsecured Creditors of RTI, Inc.,
debtor, seeks court authority to employ and retain Traub,
Bonacquist & Fox LLP as its counsel in this chapter 11 case.  

The Committee seeks to retain the firm to provide the following
services:

To provide legal advice to the Committee with respect to its
duties and powers in this case;

To assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
debtor, the operation of the debtor's business and the
desirability of the continuance of such business, and any other
matter relevant tot he case or to the formulation of a plan;

To assist and advise the Committe4e with regard to its
communications to the general creditor body regarding the
Committee's recommendations on any proposed plan of
reorganization.;

To assist the Committee in requesting the appointment of a
trustee or examiner, should such action become necessary;

To review and analyze all applications, orders, statements of
operations and schedules filed with the court by the debtor or
other third parties and advise the Committee as to their
propriety, and, after approval by the Committee, object or
consent thereto on its behalf.


SUPERIOR NATIONAL GROUP, INC.: MOODY'S DOWNGRADES RATINGS
---------------------------------------------------------
Moody's Investors Service has further downgraded the debt and
financial strength ratings of Superior National Insurance Group,
Inc. The senior bank facility rating was downgraded to Ca from
Caa1. The ratings of trust preferred securities were moved to "c"
from "ca", and the insurance financial strength ratings of the
company's insurance subsidiaries were moved to Caa1 from B1.

This rating action follows on the heels of the announcement by
the California Department of Insurance that it was seizing
control of Superior National. The DOI cited the company's
"hazardous financial condition" and severe reserve deficiencies
in explaining its actions. This rating action by Moody's follows
a downgrade in early February when the potential for reserve
deficiencies and the value of certain intangible items were
called into question. Superior National is in violation of
several covenants on its bank loan, and it is expected to default
on payments on both its bank debt and the trust preferred
securities. The company is expected to receive a qualified
opinion from its independent auditors, and its affairs will be
managed by the Department of Insurance's Conservation and
Liquidation Office.

The following ratings actions have been taken:

Superior National Capital Trust I -- trust preferred securities
to "c" from "ca";

Superior National Insurance Group, Inc. -- senior subordinated
debentures to C from Ca;

Superior National Insurance Group, Inc. -- guaranteed senior
secured term loan facility to Ca from Caa1;

Superior National Insurance Company -- insurance financial
strength to Caa1 from B1;

Superior Pacific Casualty Company -- insurance financial strength
to Caa1 from B1;

California Compensation Insurance Company -- insurance financial
strength rating to Caa1 from B1;

Commercial Compensation Insurance Company -- insurance financial
strength rating to Caa1 from B1;
Combined Benefits Insurance Company -- insurance financial
strength rating to Caa1 from B1.

Superior National Insurance Group, based in Calabasas,
California, ranked as the second-largest writer of workers'
compensation in the state of California, and the largest private
sector workers' compensation writer in the state. At September
30, 1999 the company's shareholders' equity stood at $174 million
and it had reported a net loss of $30 million for the year-to-
date.


TEXAS HEALTH ENTERPRISES: Committee Taps Stutzman & Bromberg
------------------------------------------------------------
The Official Committee of Unsecured Creditors for Health
Enterprises of Michigan, Inc. applies to employ Stutzman &
Bromberg as its counsel.  

The firm will provide the following services:

To advise the Committee regarding matters of bankruptcy law and
proceeding and its statutory powers and duties to unsecured
creditors of debtor, including rights and remedies of the
Committee and the unsecured creditors with regard tot he assets
of and claims against the debtor and other creditors of the
debtor's estate;

To represent the Committee at any proceeding or hearing before
the court and in any action in any other court where the
Committee's rights or interests may be litigated or affected;

To prepare any pleadings, motions, answers, notices, orders and
reports that are required for the Committee to assist the court
in the orderly administration of the debtor's estate;

To advise, consult with, and assist the Committee in its
investigation of the acts, conduct, assets, liabilities and
financial condition of the debtor, the operation of the debtor's
business and the desirability of the continuance of the debtor's
business, and any other matter relevant to this case;

To assist the committee in the negotiation of and/or opposition
to a plan or plans of reorganization; and

To render such other necessary advice as the Committee may
require.

The firm has agreed to represent the committee at a fee
commensurate with it s normal hourly rates which range from $80
to $285 for its attorneys, paralegals and law clerks.


TULTEX: Order Authorizes Key Employee Retention Program
-------------------------------------------------------
The debtors, Tultex Corporation, et al., are authorized to
implement a key employee retention program and a CEO Severance
Plan.

The debtors are authorized to implement the provisions of the
Retention Program through March 31, 2000 only and limited to a
maximum total payout of $816,000.


VENCOR: Motion To Sell Burbank Hospital To Belmont for $5,725,000
-----------------------------------------------------------------
The Debtors own a property in Burbank, California that includes a
closed acute care hospital.  They are spending $10,000 per month
for security and maintenance costs on the Burbank property.  On
April 1, 1999, they agreed to sell the Burbank Property to
BelmontCorp, d/b/a Belmont Village, for $5,725,000.  Belmont
wants to build a 160-unit assisted living facility and/or senior
residence and wellness center on the property.  The sale
agreement included a zoning/site approval contingency. Belmont
exercised its rights under this contingency clause, and
terminated the original contract in November 1999, because it had
not yet obtained the necessary zoning and other project
approvals.  The Debtors and Belmont have now negotiated a new
contract that extends the project approval deadline into February
2000. The new contract also allocates the earnest money among the
parties if the sale collapses because Belmont still cannot obtain
the necessary project approvals. Judge Walrath approved the
amended Burbank contract. (Vencor Bankruptcy News Issue 11;
Bankruptcy Creditor's Service Inc.)

                  *********

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.

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