TCR_Public/000329.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, March 29, 2000, Vol. 4, No. 62  

ADVANCED MICRO DEVICES: Annual Meeting Set For April 27
APPLIANCE OUTLET: Closes All 10 Stores; Withdraws Petition
BELDEN & BLAKE: Sells Stock of Peake Energy
CAMBRIDGE INDUSTRIES: Financial Relief From General Motors, Ford

CENTENNIAL COMMUNICATIONS: Announces Record Results For Earnings
CENTENNIAL COMMUNICATIONS: Letter of Intent To Acquire Pegasus
CROWN PAPER: Reports $100M DIP Loan From Morgan Guaranty Trust
DERBY CYCLE: Moody's Confirms Ratings; Outlook Negative
DOANE PET CARE: Moody's Places Ratings On Review For Downgrade

FIRST MERCHANTS ACCEPTANCE: Court Rules For Committee Fees
FOSTER WHEELER: Taps PricewaterhouseCoopers as Accountant
FRONTIER INSURANCE: Standard& Poor's Lowers Ratings
GREEKTOWN CASINO: Harrah's and MGM Grand Potential Buyers
GP STRATEGIES: Reports Fourth Quarter Operating Loss

IMPERIAL HOME DÉCOR: Seeks Order To Establish Bar Dates
INTERNATIONAL WIRELESS: Order Confirms Third Amended Plan
IPM PRODUCTS: Seeks Authority To Retain Lowenstein Sandler
IPM PRODUCTS: Seeks Time To Assume/Reject Headquarters Lease

JITNEY JUNGLE: Exits Little Rock, Memphis Markets
LIVENT: Hughes & Luce Announce Amended Class Action Complaint
KENETECH: Board Authorizes Repurchase of 2M Shares of Stock
KOMAG: Expects Strong Demand To Continue Into Second Quarter
LUMENYTE: Seeks Order Extending Time To Assume/Reject Lease

OXFORD HEALTH PLANS: Thompson Appointed New CFO
PACIFIC INTERNATIONAL: Status of Chapter 11 Case
PARAGON TRADE: Announces Fourth Quarter And Full Year Results
PENN TRAFFIC: Losses Continue; Bosses Still Say Outlook Rosy
PHILIP SERVICES: Sets Record Date to Determine Issuance of Shares

REGAL GOLDFIELDS: Announces Sale of Assets To New Subsidiary
US AIRWAYS: Moody's Confirms Ratings, Changes Outlook to Negative


ADVANCED MICRO DEVICES: Annual Meeting Set For April 27
Advanced Micro Devices, Inc. will hold the annual meeting of
stockholders at the St. Regis Hotel, 2 East 55th Street, New
York, New York 10022, on Thursday, April 27, 2000. The meeting
will start at 10:00 a.m. local time.

At the meeting, stockholders will:

  .  Elect eight directors,
  .  Ratify the appointment of Ernst & Young LLP as the company's
     independent auditors for the current fiscal year,
  .  Approve an increase in the number of shares authorized to be
issued under the Advanced Micro Devices, Inc. 1996 Stock
Incentive Plan by 7,250,000 shares,
  .  Approve the Advanced Micro Devices, Inc. 2000 Employee Stock
Purchase Plan,
  .  If properly presented, consider a stockholder proposal to
amend the company's bylaws, which is opposed by the Board of

The appointment of Ronald A. Rittenmeyer as president and chief
executive officer of AmeriServe Food Distribution, Inc., was
approved on Friday, March 17, by the U.S. Bankruptcy Court in
Wilmington, Delaware.

AmeriServe has continued operations since filing a voluntary
petition under Chapter 11 on January 31 and has received interim
financing from its two largest customers, Tricon Global
Restaurants, Inc., and Burger King Corporation.

AmeriServe, headquartered in Addison, Texas, a suburb of Dallas,
is the nation's largest distributor specializing in chain
restaurants, serving leading quick service systems such as Burger
King, Chick-fil-A, KFC, Long John Silver's, Pizza Hut and Taco

APPLIANCE OUTLET: Closes All 10 Stores; Withdraws Petition
The Patriot Ledger (Quincy, MA)reports on March 24, 2000 that The
Appliance Outlet chain, based in Hingham, Ma. has closed its 10
stores and withdrawn a bankruptcy reorganization petition filed
in U.S. Bankruptcy Court.

The company has stores in Quincy, Hingham, Brockton, Norwood,
Kingston, Burlington, Hyannis, New Bedford, Warwick, R.I., and
Nashua, N.H.

Company President Larry Newcomb, of Duxbury, and company lawyer
John S. Rodman could not be reached for comment yesterday.

No one answered telephone calls at any of the Appliance Outlet

The Appliance Outlet filed for Chapter 11 bankruptcy protection
on March 13. Court protection would have allowed it to
restructure its debt and negotiate with creditors, but the
company withdrew its petition and the filing was dismissed March

None of the Appliance Outlet stores has re-opened since that
date, according to a former manager who was reached at his home
last night.

The former manager did not know whether the Appliance Outlet
would try to re-open the stores.

In the Chapter 11 filing, Appliance Outlet said it had projected
sales of $ 894,516 for April. Its cost of goods in the month
would have been $ 687,552 and it would have held a pre-tax net
income of $ 26,000, the company said.

The Appliance Outlet listed G.E. Capital Corp. among its largest
creditors. It owed the company $ 313,479 as of Feb. 25, when it
was due to make an $ 111,813 payment.

BELDEN & BLAKE: Sells Stock of Peake Energy
On March 17, 2000, Belden & Blake Corporation sold the stock of
Peake Energy, Inc., a wholly owned subsidiary to North Coast
Energy, Inc., an independent oil and gas company, with an
effective date of January 1, 2000. The sale included
substantially all of the company's oil and gas properties
in West Virginia and Kentucky. The sale resulted in net proceeds
of approximately $69 million.

CAMBRIDGE INDUSTRIES: Financial Relief From General Motors, Ford
Cambridge Industries Inc. has obtained financial relief from
General Motors, Ford Motor Co. and other customers as the plastic
components supplier seeks a buyer.  The company in Madison
Heights, Mich., said last week that its largest customers and its
banking consortium granted new financial terms that will free up
cash for the capital expenditures it needs to launch major new
programs for GM and Ford. Accelerated payments and other relief
from the automakers is expected to carry the company until it can
sell a division or the entire company.

CENTENNIAL COMMUNICATIONS: Announces Record Results For Earnings
Centennial Communications Corp. announces record results for
revenues and earnings for the quarter ended February 29, 2000.
Consolidated revenues grew 30% from the same quarter last year to
$127.6 million, and earnings before interest, taxes,
depreciation, amortization and recapitalization costs ("adjusted
EBITDA") increased 9% from the same quarter last year to
$53.3 million.

For the nine months ended February 29, 2000 compared to the same
period in the prior year, revenues and adjusted EBITDA increased
40% and 31%, respectively.

The company's wireless subscribers at February 29, 2000 were
585,500, compared to 426,700 on the same date last year, an
increase of 37%.

"The subscriber growth in Domestic Cellular was tremendous," said
Michael J. Small, president and chief executive officer.
"Centennial also created the largest single-technology wireless
footprint in the Caribbean when we announced a transaction to
enter the Dominican Republic."

In January 2000, Centennial acquired a 70% interest in All
America Cables and Radio Inc. in the Dominican Republic. The
remaining 30% interest is held by local partner, Abraham Selman.
The purchase price was $25 million, subject to adjustment, of
which $14 million has been paid to date and $11 million will be
paid upon completion of due diligence.  

For the quarter, domestic operations revenues were $76.4 million
and adjusted EBITDA was $33.1 million, up 23% and 6% respectively
from the same quarter last year. The increases are due to
subscriber growth and strong growth in roaming revenue. EBITDA
was negatively impacted by the sales and marketing expenses
resulting from record net internal subscriber additions
of 47,000.

Also for the quarter, Puerto Rico revenues were $51.2 million and
adjusted EBITDA was $20.2 million, up 43% and 15% respectively
from the same quarter last year. CLEC revenues for the quarter
reached $9.9 million from $5.1 million in the same quarter last

CENTENNIAL COMMUNICATIONS: Letter of Intent To Acquire Pegasus
On January 11, 2000, the company entered into a letter of intent
to acquire the cable television assets of Pegasus Communications
for $170 million in cash subject to certain closing conditions.
Pegasus' cable systems serve various communities in the western
region of Puerto Rico, passing 170,000 homes with their 123
route-miles of fiber optic and 1,268 route-miles of
coaxial cable. The Pegasus cable system has approximately 55,000

On March 10, 2000, Centennial announced the purchase of an
international gateway switch located in Miami, Florida from
Worldport Communications. The company expects to connect this
switch with its network in Puerto Rico utilizing capacity it owns
on Americas II undersea fiber optic cable. This switch will
reduce the Caribbean operations' cost of delivering calls to
the United States.

On February 29, 2000, Centennial Communications completed an
amendment and $200 million expansion of its bank facility to
finance the announced transactions. A charge of $2.5 million was
recorded to Puerto Rico's general and administrative expense as a
result of the amendment to the bank facility.

Centennial is one of the largest independent wireless
telecommunications service providers in the United States, Puerto
Rico and the Dominican Republic with approximately 17.4 million
Net Pops. Centennial's domestic Rural Cellular operation has 6.1
million Net Pops and serves over 416,500 customers. Centennial de
Puerto Rico, is a fully integrated provider of communications
services in Puerto Rico, utilizing a PCS license that covers
3.9 million Pops in Puerto Rico and the U.S. Virgin Islands and a
Competitive Local Exchange Carrier license to operate in Puerto
Rico. In addition, the company now owns 70% of a PCS license in
the Dominican Republic representing approximately 6.2 million Net
Pops, and holds minority shares representing approximately 1.2
million Net Pops in U.S. cellular operations controlled and
managed by other operators.

Welsh, Carson, Anderson & Stowe and an affiliate of The
Blackstone Group are controlling shareholders of Centennial. WCAS
is a private investment firm based in New York and founded in
1979. WCAS currently manages over $8 billion in private equity
capital and focuses primarily on the information services and
healthcare industries. The Blackstone Group is a New York
based private investment bank whose current corporate investment
vehicle, Blackstone Capital Partners III Merchant Banking Fund,
LP, has approximately $3.8 billion in committed capital.

CROWN PAPER: Reports $100M DIP Loan From Morgan Guaranty Trust
Crown Vantage has filed voluntary petitions in the U.S.
Bankruptcy Court for the Northern District of California, Oakland
Division, to reorganize under Chapter 11 of the U.S. Bankruptcy
Code.  The company said that it initiated the Chapter 11 cases
because they offered the most viable way to access new working
capital and restructure finances while continuing normal

Crown Vantage's operations in the U.K. are not included in the
filing.  This allows the U.K. mills to continue to operate apart
from any Court supervision.   There should be no change in their
day-to-day business.

To ensure that it has the capital necessary to continue operating
its business as normal during the restructuring process, the
company said that it has arranged for $100 million in debtor-in-
possession (DIP) financing from Morgan Guaranty Trust Company of
New York as administrative agent, The Chase Manhattan Bank as
syndication agent, and a group of institutional lenders.  Morgan
Guaranty is the administrative agent for the company's current
pre-petition credit facility.  The company has sought and expects
to receive the Court's approval to pay employee salaries, wages
and benefits without interruption. The DIP financing will enable
the company to pay for the post-petition delivery of goods and
services and continue operations and administration necessary to
meet customer demands.  Borrowings under the DIP facility are
subject to Court approval.

"After evaluating a number of alternatives for recapitalization,
we chose to implement our restructuring through a Chapter 11
filing because it provides the most appropriate and efficient
means by which the company can resolve its long-term financial
problems and reduce indebtedness," said Robert Olah, president
and chief executive officer of Crown Vantage.  "While under the
protection of the Bankruptcy Court, we now have the flexibility
to restructure our pre-petition obligations and gain access to
additional working capital that should ensure that day-to-day
operations are minimally impacted."

DERBY CYCLE: Moody's Confirms Ratings; Outlook Negative
Moody's Investors Service confirmed its Caa1 ratings of Derby
Cycle Corporation's ("Derby") $100 million of 10% senior notes,
due 2008, and Lyon Investments B.V.'s (formerly Lyon Cycle B.V.)
DM 110 million of 9.375% senior notes (US $56 million), due 2008.
The notes are the joint and several obligations of the two
issuers. Concurrently, Moody's confirmed its B1 rating of Derby's
DM 214 million (US $109 million) secured revolving credit
facility, as well as the company's B2 senior implied rating and
its Caa2 senior unsecured issuer rating. However, the outlook has
been changed to negative from stable.

In reviewing Derby's 4Q and year-end 1999 operating results,
Moody's recognizes the recent improvements in the company's UK
and Germany operations, as well as the healthy and stable
performance of its business in The Netherlands. Collectively,
these three markets were the primary drivers behind Derby's 16%
revenue growth (7% excluding Diamondback and at constant exchange
rates) and its 17% unit growth (4% excluding Diamondback) in
fiscal 1999.

Primarily through the execution of management's turnaround plan,
Derby appears to making some preliminary progress in improving
its profitability and cash flow. Nevertheless, additional
progress will need to be achieved in order for the company to
maintain its current debt ratings.

The change in the ratings outlook to negative from stable
reflects the potential for rating downgrades in the near term
should Derby be unsuccessful in materially improving its cash
flow, or if the company fails to maintain adequate liquidity or
the support of its bank group.

To date, the banks have been supportive of the company despite
its repeated covenant violations. Although Derby's current
liquidity needs have been temporarily satisfied, the next squeeze
could occur during the peak borrowing period of March and April
2001. Derby's liquidity pressures will be heightened once its
bank credit facility is permanently reduced by $14 million after
June 30, 2000. The company will also need to repay a $7 million
shareholder bridge loan which comes due in August 2000.

In addition to concerns over the company's high leverage and weak
cash flow, Moody's also has concerns over the potentially
negative impacts that lower priced foreign imports could have on
Derby's operations, especially in the US market.

Presently, Derby is extremely dependent on its operations in The
Netherlands and Germany for the generation of most of its cash
flow. Combined, these two markets account for nearly 50% of the
company's total revenues and nearly 80% of its consolidated
EBITDA. Derby US accounts for 22% of total revenues but only 10%
of consolidated EBITDA.

Derby's reported a weaker-than-expected operating performance
during fiscal 1999, despite some notable improvements in the
fourth quarter.

In fiscal 1999, Derby reported sales and EBITA of approximately
$540 million and $21 million (EBITDA of $30 million),
respectively. Compared to 1998, sales were up nearly 16% (5%
excluding Diamondback) while EBITA was flat. The current EBITA
margin is a low 4% (6% EBITDA margin).

Although Derby's gross margin decreased modestly in 1999, period-
over-period gross margin improvements were realized in the third
and fourth quarters.

Based on total debt of approximately $246 million and 1999 EBITA
of $21 million (EBITDA of $30 million), Derby's EBITA leverage
remains very high at nearly 12 times (8 times EBITDA) and its
EBITA interest coverage insufficient at .81 times (1.2 times
EBITDA). The company's EBITA return on liabilities is
approximately 5%.

Headquartered in Stamford, Connecticut, The Derby Cycle
Corporation is one of the world's largest designers,
manufacturers and marketers of bicycles.

Its operations are centered in the U.K., The Netherlands,
Germany, the United States and Canada; with additional sales and
marketing operations in Europe and South Africa. The company also
operates components manufacturing business and has a trading arm
in the Far East. Its brands include, among others, Raleigh,
Nishiki, Univega, Gazelle, Winora and Diamondback.

DOANE PET CARE: Moody's Places Ratings On Review For Downgrade
Moody's Investors Service placed the ratings of Doane Pet Care
Company ("Doane") under review for potential downgrade. Ratings
affected include: Doane's guaranteed $345 million senior secured
credit facility, rated B1; Doane's $150 million 9.75% senior
subordinated notes, due 2007; the company's B1 senior implied
rating; and its B2 senior unsecured issuer rating. Moody's action
follows Doane's announcement that it has entered into an
agreement to acquire A/S Arovit Petfood ("Arovit"), headquartered
in Denmark, for approximately DKK 1.2 billion (approximately $156
million) and that it will assume DKK 64 million (approximately $8
million) of Arovit's debt. Doane intends to fund the acquisition
cost with debt.

The sizeable addition to debt to fund the Arovit acquisition
could weaken Doane's credit statistics, depending on the
underlying earnings and cash flow of Arovit. In addition to
looking at Arovit's business position and financial condition,
Moody's review will consider the integration challenges in
successfully combining the businesses, the likely effects of the
enhancement to Doane's business position, and Doane's business
strategies following the acquisition. Doane has a dominant
position as a leading producer of private label pet food in the
U.S. It entered the European market in 1996, and now has a
presence in Spain, Italy and the U.K. Arovit is a leading
producer of private label pet food in Europe, and will add
materially to Doane's position in that market.

Doane Pet Care Company, based in Brentwood, Tennessee, is a
leading producer of pet food products. The company produces dog
and cat food, treats and biscuits from 33 manufacturing plants,
with operations in the U.S., Spain, the U.K., and Italy.

FIRST MERCHANTS ACCEPTANCE: Court Rules For Committee Fees
In an article written by  John J. Rapisardi, a member of the firm
of Weil, Gotshal & Manges, L.L.P. and Jacqueline Stuart, of
counsel at the firm, The New York Law Journal reports on March
16, 2000, that the United States Court of Appeals for the Third
Circuit recently held that the Bankruptcy Code provision that
authorizes reimbursement of expenses to a member of a creditors'
committee also authorizes reimbursement of attorneys' fees
incurred by a committee member in the performance of committee

In the case In First Merchants Acceptance Corp. v. J. C. Bradford
& Co., the United States Trustee formed an official committee of
unsecured creditors.  Pursuant to section 1103(a) of the
Bankruptcy Code, the committee employed attorneys whose retention
was approved by the district court. J. C. Bradford & Co., the
holder of one of the largest claims against the debtor, was
appointed to the creditors' committee and served as its chairman.  
Bradford retained its own law firm to assist Bradford in its
capacity as both a creditor and a member and chairman of the
creditors' committee.

After the district court approved the debtor's chapter 11 plan,
Bradford applied for reimbursement, as an administrative expense,
of some of the attorneys' fees it had incurred as a member and
chair of the committee. Bradford contended that some of its
attorneys' services had been performed with the knowledge of, and
at the request of, committee members and the committee's
counsel.  The district court approved the applications for
attorneys' fees of counsel to both the debtors and the creditors'
committee, but denied Bradford's application for reimbursement of
its attorneys' fees.

The Third Circuit concluded that a straightforward reading of the
statute permits committee members to recover attorneys' fees for
work performed in connection with the member's service on
the committee.

FOSTER WHEELER: Taps PricewaterhouseCoopers as Accountant
The annual meeting of the stockholders of Foster Wheeler
Corporation will be held at the Hunterdon Hills Playhouse, 88
Route 173 West, Hampton, New Jersey, on Friday, April 28, 2000,
at 10:30 a.m. Stockholders will consider the following:

1.   The election of two directors.
2.   Ratification of appointment of PricewaterhouseCoopers LLP
as the corporation's independent accountants for 2000.
3.   Transaction of any other business which properly arises.

The Board of Directors has fixed the close of business on March
10, 2000, as the record date for determination of stockholders
entitled to notice of, and to vote at, the meeting.  Admission to
the meeting will be by ticket only.

FRONTIER INSURANCE: Standard& Poor's Lowers Ratings
Standard & Poor's lowered its long-term rating on the $10 million
Celebration 2000 Funding LLC medium-term note issue, which is
fully-supported by Frontier Insurance Co., to double-'C' from
double-'B'-plus. The implied single-'B' short-term rating of the
note issue is withdrawn. The long-term rating of the Celebration
2000 Funding LLC medium-term note issue remains on CreditWatch
with negative implications, Standard & Poor's said.

These rating actions follow the March 24, 2000, Standard & Poor's
suspension of the double-'B'-plus counterparty and financial
strength ratings on Frontier Insurance Co. The rating of Frontier
Insurance Co. is now 'NR' or not rated. The suspension of
Frontier Insurance's ratings reflects Standard & Poor's concern
about the quality and quantity of information that Frontier
Insurance management is providing.

According to the terms of the Celebration 2000 Funding LLC
medium-term note transaction, the issuer was obligated to make
payments to the trustee by March 1, 2000. Insufficient funds were
on deposit with the trustee on March 1, 2000, to pay the
principal of the notes due on March 31, 2000. A notice of claim
was submitted by the trustee to Frontier Insurance in accordance
with the terms of the transaction. To date, Frontier Insurance
has not made any payments to the trustee. Full payment on the
notes is due to noteholders on March 31, 2000. If Frontier
Insurance does not honor the claim by March 31, the notes will be
in default, Standard & Poor's said.

GREEKTOWN CASINO: Harrah's and MGM Grand Potential Buyers
Conti Electric of Sterling Heights, an electrical contracting
company, says it has not been paid for at least $3.5 million in
work it has done on the Greektown Casino.  The Company
has a $9 million contract with the casino.

Company officials said they planned to detail outstanding bills
at a public meeting on the group's license.

The Michigan Gaming Control Board, deciding Greektown's fitness
as a casino operator requested that attorneys for the casino
submit requested documents by May 1, 15 days before the
regulators now are to meet for a hearing to include reviewing any
Greektown transactions. A pre-hearing conference has been set for
May 23, with hearings to begin June 2.

Four key investors are said to be considering offers to sell
their 40 percent of the casino after investigators for the gaming
board found problems in their background.

Harrah's Entertainment Inc. and MGM Grand are said to be the top
contenders for the available shares.

The casino is owned 50 percent by the Sault Ste Marie Tribe of
Chippewa Indians, 40 percent by the Papas and Gatzaros couples
and 10 percent by a group of mostly black Detroit investors.

The $149 million casino is nearly finished but may not open for
months, depending on what happens with the sale of its shares.

GP STRATEGIES: Reports Fourth Quarter Operating Loss
GP Strategies Corporation (NYSE:GPX) reported a net loss of
$12,814,000 or $1.12 per share diluted for the quarter ended
December 31, 1999 compared to net income of $452,000, or $.04 per
share diluted, for the quarter ended December 31, 1998. Included
in the net loss for the quarter ended December 31, 1999, is
approximately $11,200,000 of specific charges and losses
discussed below. Net sales for the 1999 quarter decreased to
$48,857,000 from $64,733,000 in the 1998 quarter.

For the year ended December 31, 1999, the Company reported a net
loss of $ 22,205,000 or $1.95 per share diluted on net sales
of$224,810,000 compared to a net loss for the year ended December
31, 1998 of $2,061,000 or $.19 per share diluted, on net sales
of$284,682,000. Included in the 1998 net loss was a $ 6,225,000
loss related to the sale of the assets of Five Star Group (which
took place in the third quarter of 1998), and included in 1998
net sales was net sales of $64,148,000 of the Five Star Group.

The Company's General Physics subsidiary suffered a downturn in
the fourth quarter of 1999, due to increased losses in its IT
Group, as well as a slowdown in General Physics' Manufacturing
and Process Groups. The Company believes that the results were
primarily due to clients diverting potential training dollars
to resolve possible Y2K issues, a lack of new software product
introductions and product sales in the IT area, delays in plant
launches, and a general weakness in the technology enhancement
business. The Company took further steps in the fourth quarter of
1999, in addition to the steps it took in the second quarter, to
better define the focus of its IT and consulting services,
including closing or consolidating offices, terminating
employees, and reducing related costs. As a result, the Company
took restructuring and other charges that contributed to a
fourth quarter loss for the IT Group of approximately $6,200,000
and recognized an additional loss of approximately $1,400,000 in
connection with streamlining its consulting services practice. In
addition, the Company incurred expenses of $2,700,000 relating to
the terminated merger with an affiliate of Veronis, Suhler &
Associates (VS&A) and incurred losses of approximately $900,000
related to its Hydro Med Sciences division, which is focusing its
efforts to obtain FDA approval for its prostate cancer drug
delivery system.

As a result of its operating loss and such specific charges and
losses, the Company is in technical violation of certain
financial covenants contained in its bank credit agreement. Based
on discussions with its banks, the Company believes the agreement
will be amended to eliminate the technical defaults. The Company
has reduced its borrowings under its revolving credit and term
loan agreement from approximately $54,500,000 at December 31,
1999 to $47,500,000 currently.

The Company believes that the downturn in the fourth quarter of
1999 of the Manufacturing and Process Groups is only a temporary
decline. The Company believes that it is still well positioned
and unrivaled in its scope of services, quality and performance
of its people. The Company anticipates that business will start
improving in the second quarter of 2000. The Company recently
received several major awards from Fortune 500 corporations. The
Company intends to continue to evaluate the sale of non-core
assets and recently sold substantially all of its remaining
shares in GTS Duratek, Inc.

On April 4, 2000 at 11:00 AM a hearing will be held before the
Honorable Jeffry H. Gallet, US Bankruptcy Judge for the Southern
District of New York to consider the motion of Homemaker
Industries, Inc., debtor, for an order authorizing and approving
a bid to purchase with A&M, Inc., for the sale of substantially
all of the debtors assets.

The Buyer has agreed to pay a purchase price of an amount not to
exceed $1 million, assuming post-petition accounts payable and
expenses, and payment of cured amounts and fees and expenses of
professionals retained by the Bankruptcy court for which there is
no carve-out. And the payment of the net pre-petition funding
balance of Foothill Capital Corporation in the amount equal to
$12.3 million less an amount equal to the net post-petition
collections through closing plus accrued and accruing fees and
expenses of Foothill, which net pre-petition funding balance will
not exceed $6.5 million.

The debtor is a manufacturer and wholesaler of rugs and other
home furnishings.  

IMPERIAL HOME DÉCOR: Seeks Order To Establish Bar Dates
The debtors, The Imperial Home Decor Group, Inc., et al. seek to
establish Bar Dates for filing proofs of claim and approving

A hearing will be held on April 5, 2000 at 11:30 AM, Courtroom 1,
US Bankruptcy Court, District of Delaware, 824 Market Street,
Wilmington, DE.  The debtors request that the Court establish the
General Bar Date as of July 3, 2000.

INTERNATIONAL WIRELESS: Order Confirms Third Amended Plan
On December 29, 1999,the third amended joint Chapter 11 plan of
reorganization was approved by Judge Mary F. Walrath, US
Bankruptcy Judge.  The Effective Date occurred on February 17,

IPM PRODUCTS: Seeks Authority To Retain Lowenstein Sandler
IPM Products Company and IPM Service Corporation, debtors, seek
to retain Lowenstein Sandler PC as substitute counsel for Ravin,
Sarasohn, Cook, Baumgarten, Fisch & Rosen PC.  Kenneth A. Rosen,
attorney has switched firms, as of February 12, 2000, and the
debtors desire to retain his services and the services of his new

The debtors had given Ravin, Sarasohn a retainer in the amount of
$215,000, and to the extent that it has not been used, it will be
turned over to Lowenstein Sandler.

The firm will perform the following services on behalf of the

Take all necessary action to protect and preserve the debtors'
estates, including the prosecution of actions on the debtors'
behalf, the defense of any actions commenced against the debtors,
negotiations concerning all litigation in which the debtors are
involved, and objecting to claims filed against their estates;

To Prepare on behalf of the debtors all necessary motions,
applications, answers, orders, reports and papers in connection
with the administration of the states herein, including the
petitions, schedules and statements of financial affairs;

To prepare and assist in preparation of any applications of
filings with the SEC; and

To negotiate and prepare on behalf of the debtors a plan or plans
or reorganization and all related documents.

IPM PRODUCTS: Seeks Time To Assume/Reject Headquarters Lease
The debtors, IPM Products Company and IPM Service Corporation
seek entry of an order extending the period within which the
debtors may assume or reject a lease for 2700 Lone Star Drive,
Dallas, Texas.

The debtors utilize these premises for their corporate
headquarters and primary distribution center.  

The debtors are awaiting a bid for all of their assets, and until
the auction sale has been conducted, the debtors will not be able
to ascertain their need for the Lease.  The worst scenario,
according to the debtors, would be to have the lease terminate in
the middle of an auction or liquidation, at a great cost to the

The debtors therefore submit that an extension of the statutory
period is warranted through the Confirmation Date.

JITNEY JUNGLE: Exits Little Rock, Memphis Markets
Jitney Jungle Stores of America, Inc. today announced the sale of
six stores and the closure of three grocery stores and two
companion gas stations in the Memphis, TN. and Little Rock, AR.
markets.  Included in the sale are four companion Pump & Save gas
stations.  Plans are in place to sell four more grocery stores
and three companion gas stations in Memphis on April 4, 2000.

Ron Johnson, President and Chief Executive Officer of JJSA, Inc.
said, "The exit from the Little Rock and Memphis markets through
the sale and closure of these 13 grocery stores is part of our
transition into a smaller more viable company.  Our objective
since the bankruptcy filing back in October has been to
use the reorganization process to strengthen our business
operation and this exit is an important step in achieving this

Johnson added, "Jitney expects to emerge from bankruptcy by the
end of the year without debt and with a financial structure in
place that will enable us to compete successfully in the years to

In exiting the Little Rock and Memphis markets, Jitney Jungle
Stores of America closed the three stores located in Southhaven,
MS., Cordova, TN., and Little Rock, AR and closed two Pump & Save
gas stations adjacent to those stores.  The company currently
operates 163 grocery stores, 48 gas stations and 10 liquor stores
throughout Mississippi, Alabama, Louisiana and Florida.

LIVENT: Hughes & Luce Announce Amended Class Action Complaint
According to the law firm Hughes & Luce, LLP, there is a current
class action lawsuit pending the US District Court for the
Southern District of New York on behalf of purchasers of certain
debt securities from Livent, Inc. anytime after Oct. 10, 1997.

The class action lawsuit referenced above has been brought on
behalf of Alice F. Rieger, Cerberus Capital Management, L.P.,
Tri-Links Investment Trust and all others similarly situated. The
lawsuit, originally filed on Sept. 1, 1999 was amended on March
13, 2000.

The Amended Complaint re-defines the class as all "persons or
entities who purchased 9 3/8% Senior Unsecured Notes Due 2004
from Livent, Inc. during the period from Oct. 10, 1997 to the
present." Excluded from the class are the defendants, their
immediate families, any entity in which any defendant has a
controlling interest or is a parent or subsidiary of or is
controlled by Livent, Inc., including the officers, directors,
affiliates, legal representatives, heirs, predecessors or assigns
of any Defendant. The Amended Complaint also names all of the
following persons as defendants: Garth Drabinsky, Myron Gottlieb,
Gordon Eckstein, Robert Topol, Conrad M. Black, Joseph Rotman,
Scott M. Sperling, H. Garfield Emerson, Martin Goldfarb, A.
Alfred Taubman, Estate of Andrew Sarlos, Thomas H. Lee, James
Pattison, Lynx Ventures, L.P., Lynx Ventures, L.L.C., Micheal S.
Ovitz, Ronald W. Burkle, Robert M.D. Cross, Quincy Jones, Heather
Munroe-Blum, Jerry I. Speyer, Furman Selz, Inc., Roy Furman,
PaineWebber Incorporated, Deloitte & Touche, L.L.P., Deloitte &
Touche Chartered Accountants, Canadian Imperial Bank of Canada,
CIBC World Markets, CIBC Capital Partners, CIBC Wood Gundy
Securities, Inc., CIBC Wood Gundy Capital, and CIBC Oppenheimer
Securities, Inc.

The Amended Complaint charges that the Defendants violated
federal securities laws, as well as New York state law, by, among
other things, misleading investors regarding the financial
condition of the Company, as presented by the company's financial
statements for fiscal years 1996 and 1997 and the first
quarter of fiscal year 1998. Plaintiffs contend that the
Defendants engaged in various schemes to defraud investors by
overstating Livent's financial condition and by participating in
an ongoing scheme to cover up the impact of such overstatements
on the Company's financial position.

Plaintiffs allege that Defendants allowed Livent to enter into
financial arrangements that, as disclosed to the investing
public, appeared to be revenue-generating transactions when, in
fact, undisclosed side agreements required repayment of the sums

Plaintiffs allege that such false disclosures resulted in the
overstatement of the revenues and the understatement of the
liabilities of the Company.

Plaintiffs claim that Defendants allowed Livent to violate
generally accepted accounting practices, and then, even when
these violations became apparent, continued to overstate Livent's
financial condition by understating the effect of Livent's
accounting manipulations and by failing to disclose the
full extent of the manipulations and their impact on the Company.

Plaintiffs allege that Defendants' statements, actions and
omissions in this regard led the Company into bankruptcy and
destroyed the value of Plaintiffs' investments.

The law firms of Hughes & Luce, L.L.P., and Diamond, McCarthy
Taylor & Finley, LLP based in Dallas will be acting as class co-
counsel in this lawsuit and will represent the interests of the

KENETECH: Board Authorizes Repurchase of 2M Shares of Stock
Kenetech Corporation's Board of Directors has authorized the
repurchase of an additional 2,000,000 shares of its common stock,
par value  $0.0001. The company has completed the repurchase of
2,000,000 shares under the repurchase program announced in
November 1999.  The new repurchase program will continue until
the company acquires the 2,000,000 shares or until December 31,

KOMAG: Expects Strong Demand To Continue Into Second Quarter
Komag, Incorporated, a technical leader in the disk drive
component industry, reports shipments in the first quarter of
2000 will exceed previous estimates.  At the same time the
company has effected an upward revision of its financial results
for the fourth quarter and fiscal year ended January 2, 2000 due
to the favorable resolution of certain income tax audits.

At the time of the announcement of the company's fourth quarter
1999 results on January 25, 2000, the company expected first
quarter 2000 unit shipments to be sequentially flat compared to
the 8.9 million units shipped in the fourth quarter of 1999.  
Currently the company expects unit shipments will actually
increase between 12% and 18%.

"There is strong demand for our 10 gigabyte per platter disks,
especially in 7200 RPM drive platforms," said T.H. Tan, Komag's
president and chief executive officer.  "The performance
advantages of these fast drives is particularly attractive in the
mainstream of the desktop market. Further our current expectation
is that the strong demand we are now experiencing will continue
into the second quarter."

"In addition to strong shipment performance, the positive impact
of our restructuring activities is beginning to improve our
financial results.  As a result of the high utilization of our
Malaysian factories we have achieved significantly lower
production costs.  While we do not expect to become profitable at
current volume levels, our first quarter financial results should
show a significantly lower operating loss than in any
quarter last year," added Mr. Tan.

In February 2000, the company obtained favorable resolution of
certain income tax return audits that were in process at the end
of its last fiscal year. These audits were resolved with no taxes
owed by the company. As a result, the company has reduced its
related recorded tax liability as of January 2, 2000 by $27
million.  Because this settlement occurred subsequent to the
company's announcement of fourth quarter and fiscal 1999
results but before the filing of the company's annual report for
such periods, generally accepted accounting principles require
the company to reflect the impact of this change in estimate on
its financial results for the fourth quarter and fiscal year
ended January 2, 2000.

After recording this change in estimate, net income for the
fourth quarter of 1999 was $5.9 million. This compares to the
previously reported net loss of $21.1 million. The revised net
loss for fiscal 1999 was $283.0 million. The previously reported
net loss for the fiscal year was $310.0 million.

Founded in 1983, Komag, Incorporated has produced over 435
million thin-film disks, the primary storage medium for digital
data used in computer disk drives.  The company is well
positioned as the broad-based strategic supplier of choice for
the industry's leading disk drive manufacturers.  Through its
advanced development facilities in the United States and high
volume production factories in Southeast Asia, Komag provides
high quality, leading-edge disk products at a low overall cost
to its customers.  These attributes enable Komag to partner with
customers in the execution of their time-to-market design and
time-to-volume manufacturing strategies.

LUMENYTE: Seeks Order Extending Time To Assume/Reject Lease
Lumenyte International Corporation, debtor, seeks an extension of
the time period within which Lumenyte may move to assume, assume
and assign, or reject its unexpired leases of nonresidential real
property for its headquarters located at 12 Whatney, Irvine,
California 92618 through and including June 30, 2000, or such
later date as the court may hereafter order.  Because of the
manufacturing process of fiber optics, several large pieces of
equipment and fixtures are installed permanently into the
facility.  Removal, reinstallation and rehabilitation of the
premises would be prohibitively costly.  The debtor and its
professionals are currently investigating possible investment
partners in the company.  Such an investment may take the form of
a capital infusion or merger partner.  In either event, the
debtor would likely continue to operate form its current
headquarters.  If, in the unlikely event the debtor were to sell
its assets to a potential buyer, or merge with another company,
the debtor may no longer need its facility.

OXFORD HEALTH PLANS: Thompson Appointed New CFO
Oxford Health Plans, Inc., has appointed Kurt B. Thompson, age
39, as executive vice president and chief financial officer,
effective March 16. He was formerly vice president of finance
since joining the company in August 1998. Yon Y. Jorden, Oxford's
former CFO, is leaving to pursue other business opportunities.

As CFO, Thompson will report directly to Norman C. Payson, M.D.,
chairman and chief executive officer, and is responsible for all
aspects of Oxford's financial operations, including investor
relations, actuarial and underwriting, treasury, financial
planning, tax, accounting and risk management.

"Oxford is entering a new stage of leadership in the tri-state
metropolitan area," Dr. Payson said. "Kurt has played a very
important role in Oxford's resurgence. And with more than 15
years experience in finance and his outstanding performance at
Oxford, Kurt now can play an increasingly more significant role
in the financial growth of this company."

Prior to joining Oxford, Thompson was a financial executive with
Kmart Corporation in Troy, Mich., for three years. Additionally,
he has held various financial positions at F&M Distributors,
Inc., a drug store chain, and Arthur Andersen & Co.

Addressing the departure of Jorden, Dr. Payson said, "Yon
contributed importantly to Oxford's recovery and we wish her
every success in her in next venture."

Founded in 1984, Oxford Health Plans provides health plans to
employers in New York, New Jersey and Connecticut, through its
direct sales force and through independent insurance agents and
brokers. Oxford's services include traditional health maintenance
organizations, point-of-service plans,third-party administration
of employer-funded benefit plans and care+Choice plans.

PACIFIC INTERNATIONAL: Status of Chapter 11 Case
Pacific International Enterprises, Inc.'s CFO, Anthony Broughton,
said,, "On September 7, 1999, as a result of a dispute with KCDK,
a Washington LLC, PCIE's landlord, PCIE was forced to file the
Chapter 11 action to preserve its rights to use the land and
building for its ongoing board manufacturing operation. Since the
execution of the various agreements acquiring the assets and
businesses in January 1999 PCIE Management's ability to operate
effectively has been totally restricted by third party interests
and was never given the chance to participate in and optimize its
1999 orders. The various parties, at one stage or another,
blocked financing efforts by refusing to cooperate, have not
agreed on the business plan, have reneged on promises and
generally interfered in the attempts by management to operate
this business."

On March 22, 2000, the United States Bankruptcy Court ordered,
adjudged and decreed as follows:

1. The security interests of the Murrays in the Debtor's assets
as adopted in both States of Washington and California, are
hereby determined and declared to be senior in priority to the
competing security interests claimed by France Sports Mfg. and

2. The Murrays are hereby entitled to exercise their default
remedies, if they elect to do so, in accordance with prior orders
of the Court and applicable bankruptcy law.

On the same day the Court also approved the Zaremba/PCIE

"These critical and positive judgements in our favor open the
door to prepare and submit to the Court our Chapter 11
reorganization plan. Through our agreement with the Zaremba Group
LLC, which buys out the Murrays' position as senior lien holder,
$7 million in support financing for our operations is already in
place," states Binks Graval, President and CEO of PCIE. "We look
forward to getting back to the business of making snow, wake and
skateboards, this time with the proper working capital and
without negative third party interference."

PARAGON TRADE: Announces Fourth Quarter And Full Year Results
Paragon Trade Brands, Inc. today reported its fourth quarter and
full year 1999 financial results.  The results reported reflect
the effect of charges related to previously announced settlements
with the Procter & Gamble Company and Kimberly Clark Corporation
related to patent disputes, expenses related to the Company's
Chapter 11 filing and expenses related to the Company's
recapitalization and emergence from Chapter 11.  Paragon reported
a net loss of $7.5 million, or $.63 per share, for the fourth
quarter ended December 26, 1999, compared with a net loss of
$78.8 million or $6.59 per share for the same period in 1998.  
Net sales for the fourth quarter of 1999 were $126.1 million
compared to $132.9 million for the same period in 1998.

For the fiscal year ended December 26, 1999, the Company reported
a net loss of $28.4 million, or $2.37 per share, compared to a
net loss of $65.4 million, or $5.48 per share, for the year ended
December 27, 1998.  Net sales for the fiscal year were $498.7
million compared to $535.2 million for the year ended December
27, 1998.  Excluding non-recurring charges, operating earnings
before interest, taxes, depreciation and amortization ("EBITDA")
totaled approximately $13.3 million in 1999.

As previously reported, in late January, Wellspring Capital
Management purchased approximately 97% of the new common stock of
Paragon for approximately $115 million cash as part of Paragon's
plan of reorganization. The remaining common stock was issued,
together with a pro rata share of warrants to purchase new common
stock, to Paragon's existing shareholders.  In addition, the
Company issued $146 million in 11.25% Senior Subordinated Notes
due 2005 and established a $95 million three-year, secured credit
facility with Citicorp USA, Inc., as Administrative Agent.  
Applications for quotation of the new common stock and warrants
by the National Quotation Bureau and on the OTC Bulletin Board
have been made.

Commenting on the outlook for 2000, Bobby Abraham, Chief
Executive Officer, said, "With the distraction of Chapter 11
behind us, we have been able to focus all our attention on
executing the Company's strategy of leading product
innovation and building retailers' own brands through superior
program development.  We expect these initiatives to
significantly increase the Company's sales during the second half
of the year in all product lines including, infant diapers,
training pants, feminine care and adult incontinence products.  
With our renewed focus on our operations, we have made
substantial strides in driving higher productivity, lower waste
and better cost management.

"As a result of these actions, EBITDA for the first two months of
this year was $8 million compared to $4 million for the same two
months last year. With the solid capital structure provided by
the Wellspring plan and the considerable liquidity provided by
the Citibank USA, Inc. credit facility, Paragon is back on
the path of growth and being the industry leader in product and

Paragon Trade Brands is the leading manufacturer of store brand
infant disposable diapers in the United States and, through its
wholly owned subsidiary, Paragon Trade Brands (Canada) Inc., is
the leading marketer of store brand infant disposable diapers in

PENN TRAFFIC: Losses Continue; Bosses Still Say Outlook Rosy
Regional grocer The Penn Traffic Co., which operates stores in
Ohio and three other states, today reported losses of more than
$24.2 million in its fourth quarter.

The loss amounts to $1.21 per share and brings Penn Traffic's
losses to $60 million for the 31 weeks since it emerged from
bankruptcy reorganization. The company lost $93.6 million in the
fourth quarter a year ago.

Penn Traffic has now lost more than $364 million since 1995.

The company operates 213 stores in Ohio, Pennsylvania, New York
and West Virginia under five trade names: P&C Foods, Big Bear,
Big Bear Plus, Bi-Lo Foods and Quality Markets.

Revenues from the fourth quarter totaled $625.7 million compared
to $690.5 million for the same period a year ago, a decline of
nearly 10 percent. However, company officials said revenue
comparisons are skewed because Penn Traffic has closed more than
four dozen stores over the past year as part of a bankruptcy

The company's same store sales fell 0.7 percent in the quarter
ended Jan. 29. Last quarter, same store sales rose slightly, the
first increase in return customers since Penn Traffic declared
bankruptcy in 1998.

For the year, same store sales were down 1.5 percent.

Penn Traffic's president and chief executive officer, Joseph V.
Fisher, blamed unseasonably mild winter weather for hurting
grocery sales in the fourth quarter. In stormier weather, he
said, shoppers tend to buy more.

Despite the losses, company leaders said cash flow was stronger
than expected for the quarter.

PHILIP SERVICES: Sets Record Date to Determine Issuance of Shares
Philip Services Corp. (PHV: TSE) announced that March 31, 2000
has been set as the record date to determine shareholders
entitled to receive shares of Philip Services Corporation, the
newly restructured company.

Shareholders of record as of March 31, 2000 will receive 2% of
the shares of the restructured company, which represents a total
of 480,000 common shares or one share of Philip Services
Corporation for every 273 shares of Philip Services Corp. they
held on March 31, 2000.  The new shares will be issued upon
the implementation of the Company's reorganization plan.

Philip Services is in the final stage of completing a financial
reorganization under Chapter 11 of the U.S. Bankruptcy Code and
the Companies Creditors' Arrangement Act  in Canada.  Upon
implementation of the reorganization, 24 million shares will be
issued by Philip Services Corporation on a pro rata basis to its
secured lenders (91%), unsecured creditors (5%), existing
shareholders (2%), class action claimants (1.5%), other equity
claimants (0.5%).

American Securities Transfer and Trust Inc., Philip Services
Corporation's transfer agent, will manage the share issuance.  It
is expected that the distribution of new shares will occur within
one week of the effective date of the reorganization.

Philip Services is an integrated metals recovery and industrial
services company with operations throughout the United States,
Canada and Europe. Philip provides diversified metals services,
together with by-products management and industrial outsourcing
services, to all major industry sectors.

REGAL GOLDFIELDS: Announces Sale of Assets To New Subsidiary
Regal Goldfields Limited (CDN:REGL) announces that, amongst
other things, the following resolutions with respect to its
proposed restructuring (as outlined below) were passed at the
annual and special meeting of its shareholders held February 14,

(a) A special resolution amending the articles of the
Corporation to create a new class of common shares and a new
class of preference shares (the "Preference Shares") and exchange
all existing common shares for 0.1 new common shares and 0.1
Preference Shares;

(b) A special resolution authorizing the Corporation to sell all
or substantially all of its assets to a newly incorporated
subsidiary of the Corporation ("Newco") for shares and warrants
of Newco; and,

(c) A resolution authorizing the Corporation to redeem the
Preference Shares and satisfy the redemption price by
distributing Newco common shares and Newco warrants.

Shareholders of Regal as of 4:30 PM (EST) on March 29, 2000 (the
"Record Date") will be entitled to receive the Preference Shares
upon completion of the restructuring. Any investor acquiring
shares of Regal subsequent to the Record Date will only be
entitled to the appropriate number of new common shares upon
completion of the restructuring. Any Regal shareholder as of the
Record date who sells Regal shares subsequent to the Record Date
will continue to be entitled to the Preference Shares. Timing of
other events relating to the restructuring will be announced as
they are established.

The resolutions required to complete the following restructuring
of Regal were approved at the February 14, 2000 meeting of

- the common shares of Regal will be redesignated as Class A
common shares;

- a new class of common shares and a new class of redeemable
preference shares will be created and each Class A common share
will be exchanged into 0.1 new common shares and 0.1 redeemable
preference shares;

- Newco, a new subsidiary of Regal, has been incorporated and all
the assets and all but $55,000 of the liabilities of Regal will
be transferred into Newco for shares and warrants to purchase
shares of Newco. The number of these shares and warrants will be
equal to approximately 25% of the currently outstanding shares of
Regal. The warrants to purchase shares of Newco will be
exercisable at $0.20 per share until December 31, 2002, provided
however that, after December 31, 2000 until December 31, 2002,
the warrants will expire 60 days after the 30 day weighted
average market price of the Newco shares is $0.40 per
share or greater, or December 31, 2002, whichever is earlier;

- A group of investors has indicated that they will invest
$500,000 in Regal by purchasing a private placement of the new
common shares;

- Newco will settle as much of its debt as possible by the issue
of Newco shares and warrants. Discussions are underway with the

- Newco will attempt to complete a private placement of Newco
shares and warrants to fund ongoing activities. Progress is being
made in this regard;

- Regal will redeem the preference shares by distributing the
Newco shares and warrants that it holds. Newco plans to file a
prospectus so that the shares and warrants distributed are freely
tradeable; and

- Regal Goldfields Limited changes its name to Regal Consolidated
Ventures Limited ("Ventures").

Upon completion of this restructuring, including the private
placement into Regal and Newco and the conversion of certain
Newco debt to equity, the current Regal shareholders will own:
(i) one share of Ventures for each 10 shares of Regal which they
currently own; Ventures will have approximately $450,000 in
cash, no debt and be aggressively searching for a new deal; and
(ii) four shares and four warrants of Newco for each 10 shares of
Regal which they currently own. Newco will have the same assets
that Regal currently owns and should have significantly reduced
debt from that presently outstanding and more cash for ongoing
activities. The principal assets of Newco will be the interest in
the Touquoy Gold Project which has defined resources of
approximately 400,000 ounces of contained gold. Other
opportunities are also being reviewed for Newco.

The ongoing quotation of the shares of Ventures and Newco on the
Canadian Dealing Network will be subject to regulatory approval.

US AIRWAYS: Moody's Confirms Ratings, Changes Outlook to Negative
Moody's Investors Service confirmed the ratings of US Airways
Group, Inc. ("US Airways") following contract agreement with its
flight attendants. However, Moody's changed its ratings outlook
to negative. This outlook change is prompted by Moody's concerns
that both the near and intermediate term financial performance of
US Airways will show continued weakness, despite the potential
benefits of the new labor agreement. Moody's believes that the
airline's near term financial results will show further
deterioration as a result of disruptions to its bookings in the
weeks leading up to the now averted job action. Moody's
anticipates continued intermediate term pressures on financial
results due to a combination of increased fuel prices,
intensifying competition in the company's primary markets and
substantial capital expenditure commitments. While the company
has presented a reasonable plan to compete effectively and
restore profitability over time, execution against that plan has
been weak and combined with a poor operating environment and
increased competition has produced considerably weaker than
expected results. Considered in the ratings are US Airway's
strength in its primary hub markets, the profit potential
demonstrated in 1998 earnings, and its longer term strategic
initiatives to reduce costs and improve passenger satisfaction.

US Airway's senior implied rating is confirmed at B2 and the
outlook is changed to negative from stable.

Ratings confirmed:

US Airways, Inc.:

senior implied rating, B2;

senior unsecured ratings, B3;

pass through certificates, Ba3;

enhanced equipment trust certificates:

series 1996-A, A2; series 1996-B, Baa1;, series 1996-C, Ba2;

series 1998-1A, A3; series 1998-1B, Baa2; series 1998-1C, Ba2;

series 1999-1A, A3; series 1999-1B, Baa2;

series 2000-1G, Aaa;

Bank Credit Facility, B1;

Shelf registration for senior unsecured, (P)B3, for senior
secured, (P)Ba3,

and for senior subordinated, (P)Caa1; IRBs, B3.

Piedmont Aviation: Pass through certificates, Ba3, IRBs, B3.

US Airways Group, Inc.: Preferred stock "caa"; shelf registration
for senior unsecured debt, (P)Caa2, for subordinated debt,
(P)Caa3, for preferred stock, (P)"ca."

The change in the ratings outlook to negative reflects Moody's
opinion that lost revenue leading up to the now averted job
action has added to the weakness of US Airway's near term cash
flow, an area of concern noted in Moody's downgrade in October of
1999. The lost of revenues as a result of the possibility of a
shutdown, as well as the incentives needed to regain bookings
going forward, has added to the stress on the company's cash flow
at a time of significant cash needs at the airline. The company's
refleeting (approximately $2 billion in capital expenditures
anticipated in 2000) will continue due to commitments to Airbus.
Although financing has already been arranged for some of these
future deliveries, Moody's estimates that US Airways will need to
return to the debt markets in 2000 and in each of the next
several years.

Compounding these higher capital costs is the potential for
reduced internally generated cash flow. In Moody's opinion, the
intensity of competition in many of US Airways markets has
increased, limiting the company's ability to increase revenue.
While its major hubs of Pittsburgh, Philadelphia and Charlotte
remain profitable, increasing competition from major, regional
and low cost carriers in important locations such as Washington,
DC, Baltimore and Boston combined with the continued competitive
environment in the North Atlantic routes place increasing
pressure on the company's overall returns.

While the degree of lost revenue as a result of the labor
negotiations is unknown, the completion of negotiations between
US Airways and its flight attendants without a work action or a
suspension of operations, is a positive factor for the airline.
It completes the series of negotiations the company has
undertaken with its primary unions over the past three years and
better positions the company vis a vis it peers with regard to
work rules and wages. This and several other initiatives will
provide the company with an opportunity to reduce its non-fuel
CASM, an important process in making the airline competitive in
its most fiercely contested markets. A work action or a
suspension of operations would have severely depleted the
company's liquidity and increased the uncertainty regarding its
ability to complete its long term refleeting plans.

Key to maintaining the rating will be the company's ability to
quickly rebuild its internally generated cash flow. This will
come from actions to rebuild customer loyalty, to achieve, over
time, the cost competitiveness it anticipates from its new labor
contracts, and to find the key to profitably competing in the US
North East and North Atlantic markets.

The B3 rating of the company's senior unsecured debt, one refined
rating category below the company's B2 senior implied rating,
reflects the effective subordination of the company's unsecured
debt to the large amount of secured debt in the company's capital
structure and the limited protection available to unsecured
creditors under an expected loss analysis. Moody's anticipates
that this effective subordination of the senior unsecured debt
will become progressively more pronounced as the company
continues to fund its refleeting with secured financings. The
company's equipment trust certificates, rated two refined rating
levels or more above the company's senior implied rating, benefit
not only from security in the underlying aircraft but the
provisions of Section 1110 of the US Bankruptcy Code. Should US
Airways Group, Inc. issue debt without the benefit of guarantees
from US Airways Inc. and other operating companies, such debt
would be considered to be structurally subordinate to debt at US
Airways Inc. and would be assigned ratings no higher than the
lowest rated debt at US Airways Inc.

US Airways Group, Inc. and US Airways, Inc. are headquartered in
Arlington, Virginia.


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
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Edem Alfeche and Ronald Ladia, Editors.

Copyright 2000.  All rights reserved.  ISSN 1520-9474.

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