TCR_Public/000331.MBX   T R O U B L E D   C O M P A N Y   R E P O R T E R

     Friday, March 31, 2000, Vol. 4, No. 64  

BRAUDE JEWELRY: Case Summary and 20 Largest Unsecured Creditors
COLORADO GREENHOUSE: Order Authorizes Employ of Rubner & Kutner
CONTIFINANCIAL: Lenders Agree to Forbear Maturity Payment
CWT SPECIALTY STORES: Soliciting Bids For Personal Property

DEVLIEG BULLARD: Interim Order Authorizes Loan
DOW CORNING: Seeks To Retain Berskin & Parr
FOUR STAR LIGHTING: Sale Talks End; Possible Bankruptcy
FRUIT OF THE LOOM: Milberg Weiss Files Class Action Suit
FSC CORPORATION: Case Summary and 20 Largest Unsecured Creditors

GATEWAY LLC: Hampton Roads Airport sold For $2.3 Million
GLOBAL FRANCHISE: Trust Series on Rating Alert
GLOBAL OCEAN: Court Approves Plan Disclosure Statement
HOUSING RETAILER: Seeks Approval of Disclosure Statement
IMPERIAL HOME DÉCOR: Order Approves Employ of Deloitte & Touche

K&S PHOTOGRAPHICS: Case Summary and Largest Creditors
KEY INVESTMENTS: Case Summary and Largest Unsecured Creditor
KEY PLASTICS: Receives Commitment From Lenders
LUMENYTE: Emergency Motion For DIP Financing
MARINER: Committee Taps Chanin Capital Partners

MAXICARE: Reports Fourth Quarter Results
MERIT ENERGY: Appointment of Arthur Andersen Postponed
PHS: Judge Rules Two Hospitals Stay Open
PHS: University Hospital Issues Response to Rulings
PHONETEL TECHNOLOGIES: Reports Financial Results For Year

SIRENA APPAREL: Motion To Extend Time To Assume/Reject Leases
SUNRISE ASSISTED LIVING: Reorganizes Business Operations
TRANSTEXAS: Completes Final Steps In Emergence From Chapter 11
VENTAS: Reports 1999 Results
WASTE MANAGEMENT: Subsidiary Agrees to Sell Nuclear Services

WESTMORELAND COAL: Net Income Decreases $5 Million From Last Year
WILSHIRE FINANCIAL: Post-Bankruptcy Results of Operations



BRAUDE JEWELRY: Case Summary and 20 Largest Unsecured Creditors
Debtor: Braude Jewelry Corp.
        an Illinois Corporation
        211 East Ontario Street
        Chicago, IL 60611

Type of Business: Retail jewelry store chain

Petition Date: February 17, 2000  Chapter 11

Court: Northern District of Illinois

Bankruptcy Case No.: 00-04596

Judge: Ronald Barliant

Debtor's Counsel: Charles S. Stahl
                  703 Warrenville Road
                  Wheaton, IL 60187

Total Assets: $ 7,000,000
Total Debts:  $ 8,364,582

20 Largest Unsecured Creditors

55 Metro Way
Secausus, NJ 07094
Allan Bloom         
800-882-8090          Business supplies   $ 657,332

Rachminov Dia. LTD    Business supplies   $ 237,984
Citizen Watch Co.     Business supplies   $ 155,822
Aki/Artcarved         Business supplies   $ 151,583
Bulova Corp           Business supplies   $ 148,266
Movado Group, Inc.    Business supplies   $ 131,463
Key Items             Business supplies   $ 117,748
Fantasy Diamond Corp  Business supplies   $ 116,723
Emby Int'l Inc.       Business supplies   $ 116,122
M. Geller Ltd.        Business supplies   $ 105,477
Jewelex New York LTD  Business supplies   $ 100,626
Leer Gem LTD          Business supplies    $ 83,851
Alison Gem Corp       Business supplies    $ 81,020
Frederick Goldman     Business supplies    $ 73,039
Simplex Diam          Business supplies    $ 70,186
North American JWLRS  Business supplies    $ 67,496
Wilkerson Assoc.      Business supplies    $ 67,398
Northwest IMP. EXP.   Business supplies    $ 65,305
Elba Jewelry Inc.     Business supplies    $ 62,035
Star Dia GRP          Business supplies    $ 61,856

COLORADO GREENHOUSE: Order Authorizes Employ of Rubner & Kutner
By order of the US Bankruptcy Court for the District of Colorado,
March 20, 2000, effective February 7, 2000, Colorado Greenhouse,
Inc. is authorized to employ Paul D. Rubner and Rubner & Kutner,

CONTIFINANCIAL: Lenders Agree to Forbear Maturity Payment
ContiFinancial Corporation (OTC BB: CFNI) announced that
lenders holding approximately 90% of the debt under its bank
credit facilities have signed a Forbearance Agreement in which
they agreed that until June 10, 2000 they will refrain from
taking any enforcement actions upon certain specified defaults
including nonpayment upon maturity. The Company previously
disclosed that it does not have sufficient financial resources to
repay the bank debt when it becomes due on March 31, 2000. As a
condition to the forbearance, the Company has agreed to repay a
portion of the debt by transferring to the bank syndicate certain
excess spread receivables that currently secure the bank debt. As
a result of this transaction, the debt outstanding under the bank
credit facilities was reduced by $84 million to $338 million.
Although the Company expects to make the April 1st interest
payment on its senior notes, the nonpayment of the debt
under the bank credit facilities on the March 31 maturity will
result in a cross-default under the notes.

The Company has been, and continues to be, in discussions with
its creditors and other constituents with respect to a
restructuring of the Company's capital structure and the
Company's future business plans including, but not limited to, a
stand-alone restructuring plan, one or more sales of the
Company's assets and other strategic alternatives. No assurance
can be given that the Company will be able to consummate any such
transaction or that the proceeds of any such transaction will be
sufficient to allow the Company to repay its debt under the bank
credit facilities and the senior notes. Accordingly, the Company
continues to anticipate that it will restructure its outstanding
debt through the commencement of proceedings under Chapter 11 of
the Bankruptcy Code.

ContiFinancial President and CEO Alan H. Fishman said, "We are
pleased that our lenders have taken this step. Clearly, they
realize that we are doing everything we can to preserve as much
value as we can for them, and they are giving us every
opportunity to maximize value for them."

ContiFinancial Corporation is a financial services company with
headquarters in New York City.

On March 29, 2000, Standard & Poor's lowered its rating on class
B-1F of ContiMortgage Home Equity Loan Trust's home equity loan
pass-through certificates series 1997-3, fixed-rate loan group to
single-'B' from double-'B'.

Simultaneously, Standard & Poor's raised its rating on class M-1A
of ContiMortgage Home Equity Loan Trust's home equity loan pass-
through certificates series 1997-3, adjustable-rate loan group to
double-'A'-plus from double-'A'.

At the same time, Standard & Poor's affirmed its ratings on 11
other classes of ContiMortgage Home Equity Loan Trust's home
equity loan pass-through certificates series 1997-3 (see list).

The lowered rating reflects a continued decline in the levels of
excess interest and overcollateralization available to cover
projected losses. The rating action affects approximately
US$9.450 million of rated debt. Loss protection has been stressed
by monthly losses averaging US$1.5 million during the past year.
In each of the last 12 months, losses have exceeded monthly
excess interest and have eroded overcollateralization. Due to the
number of delinquent and defaulted loans in the pools, this trend
is likely to continue. The rating of this certificate class will
be lowered as credit support erosion continues.

The raised rating reflects loss coverage of approximately 52.48%.
When credit is given to excess spread for the next 12 months,
this coverage amount is equal to US$41.171 million. Subordination
provides 44.87% of the loss coverage amount, and
overcollateralization provides 3.49%. Rapid prepayments of the
underlying collateral during the past 33 months have resulted in
significant shifting of the senior/subordinate interest. The
current pool factor equals 24.52%. The senior certificates, which
received 100% of principal prepayments for the first five years,
have paid down to 7.14%. Despite the lackluster performance of
the collateral, the upgraded certificates are benefiting from the
shifting interest feature of the transaction. The rating action
affects approximately US$25.600 million of rated debt

The rating affirmations are results of increased or adequate
credit support percentages. These percentages reflect both the
shifting interest feature of the senior/subordinate structure and
protection provided by overcollateralization and by excess
interest. The overcollateralization targets of both loan groups
have been stepped up because each group has exceeded its
applicable loss limit. The step-up targets are currently 2.40%
and 2.65% of the cutoff date principal balance for the fixed- and
adjustable-rate loan groups, respectively. Based on current loss
levels, and provided no additional losses occur, a step-down will
not occur in either loan group until at least July 2001. The
rating affirmations affect approximately US$386.825 million of
rated debt.

Monthly excess interest in one loan group is available to the
other loan group for as long as an overcollateralization deficit
exists, Standard & Poor's said.--CreditWire


    ContiMortgage Home Equity Loan Trust Home Equity Loan Pass-

    Certificates Series 1997-3

    Class                                Rating
    A-5, A-6, A-7, A-8, A-9, A-10        AAA
    A-11IO                               AAAr
    M-1F                                 AA
    M-2A, M-2F                           A-
    B-1A                                 BB

CWT SPECIALTY STORES: Soliciting Bids For Personal Property
The following is being issued by CWT Specialty Stores:

In Re: CWT Specialty Stores, Inc., Debtors
       Chapter 11 Case No. 00-10758 (JHG)
       The Honorable Jeffry H. Gallet, Bankruptcy Judge

Please take notice that the Debtor, a ladies apparel retail chain
d/b/a CHERRY & WEBB is soliciting bids for certain personal
property located at 23 of its remaining store locations in MA,
CT, NH, VT & RI.  The personal property will be sold free and
clear of all liens and includes the following:

Store fixtures and furnishings
Stock room shelving & racking
I.S. Equipment

The Debtors will be taking bids for the next 7 days (through
April 6, 2000) after which time they will proceed to sell the
personal property subject to court approval.  If you are
interested in seeing the items for sale or placing a bid please
contact Bob Willert at the company, 508-399-6000 extension 403 or
e-mail the debtor at

Attorneys for Debtor           Attorneys for Unsecured Creditors       
Weil Gotshal & Manges LLP      Kronish, Lieb, Weiner & Hellman,
767 Fifth Avenue               1114 Avenue of the Americas
New York, New York             New York, New York 10036
Attn: Judy Liu, Esq.           Attn: Lawrence Gottlieb
212-310-8000                   212-479-6000

DEVLIEG BULLARD: Interim Order Authorizes Loan
On March 21, 2000 the US Bankruptcy Court for the Northern
District of Ohio entered an interim order authorizing the debtor,
Devlieg-Bullard, Inc. to enter into a fourth amendment to its
post -petition loan and security agreement.  A final hearing to
consider the motion will be held on April 7, 2000 at 10:30 AM.

The current amendment provides a Total Commitment of $17.3
million through the date of the closing of the WHirlpool
Transaction, and providing certain reductions thereafter.  The
fee due is $300,000 and the final maturity date is extended to
June 20, 2000.

DOW CORNING: Seeks To Retain Berskin & Parr
The debtor, Dow Corning Corporation is retaining the law firm of
Berskin & Parr for the purposes of consultation and
representation in relation to intellectual property, particularly
in the areas of trademark matters.  In support of the debtor's
retention, the firm will be retained on an hourly basis, and
estimates that the quarterly budget for the services to be
rendered is estimated at $4,700 per quarter.

FOUR STAR LIGHTING: Sale Talks End; Possible Bankruptcy
Theatrical equipment supplier Matthews Studio Group, Burbank,
Calif., said it has ended talks to sell its Broadway-based
division, Four Star Lighting, to its managers and a group of
private investors, according to Reuters. In a statement, Matthews
said that it will continue to retain the assets and operations of
the entire Four Star Lighting operation and will continue to
explore other solutions to its current liquidity issues,
including the possibility of filing for bankruptcy. Founded in
1964, Four Star Lighting is the leading supplier of theatrical
equipment to the Broadway market. Matthews Studio Group acquired
Four Star in April 1998. (ABI 30-Mar-00)

FRUIT OF THE LOOM: Milberg Weiss Files Class Action Suit
Milberg Weiss announced yesterday that a class action has
commenced in the U.S. District Court for the Western District of
Kentucky on behalf of purchasers of Fruit of the Loom Inc. Class
A common stock during the period between Sept. 28, 1998 and Nov.
4, 1999, according to a newswire report. The suit charges Fruit
of the Loom's two top officers with violations of the Securities
Exchange Act of 1934, and alleges that during the third and
fourth quarters in 1998, the company told investors it was
materially reducing its levels of finished goods and raw
materials inventory by curtailing production at its maquiladora
facilities for several days in each of those quarters and that it
expected strong sales growth in 1999-2000. On April 21, 1999, the
company reported a loss of $.13 per share, claiming the results
were due to an inability to manufacture sufficient product to
meet strong demand. The suit claims the company then suffered
greaters setback in the third quarter of 1999 due to its
operations, including a $60 million write-off of over-valued and
non-existent inventory, a $20 million loss on cotton futures
contracts and a $10 million charge for a loss on a supply
contract from a previously sold facility.

The suit alleges that subsequent to its bankruptcy filing, Fruit
of the Loom's stock became virtually worthless, inflicting
millions of dollars of damage on class members. Those interested
in serving as lead plaintiff are asked to move the court no later
than 60 days from March 22, 2000.

Those wishing to join this class action may do so online at (ABI 30-Mar-00)

FSC CORPORATION: Case Summary and 20 Largest Unsecured Creditors
Debtor: FSC Corporation
        13101 S. Pulaski Road
        Alsip, Illinois 60803

Type of Business: Manufacture of newsprint and high bulk paper

Petition Date: February 17, 2000   Chapter 11

Court: Northern District of Illinois

Bankruptcy Case No.:00-04659

Judge: Joan Humphrey Lefkow

Debtor's Counsel: Malcolm M. Gaynor
                  Paul J. Gaynor
                  Schwartz, Cooper, Greenberger
                  & Krauss
                  180 North LaSalle Street
                  Suite 2700
                  Chicago, Illinois 60601
                  Phone: (312) 346-1300

Total Assets: $  65,754,242
Total Debts:  $ 160,597,056

20 Largest Unsecured Creditors

Metropolitan Water Reclamation
District of Gr. Chicago
100 East Erie
Chicago, IL 60611
Phone: 312-751-5600
Fax:   312-751-5965                $ 733,969

Resource Management
Attn: Accounts Receivable
40 W. Shuman Blvd., Ste 216
Naperville, IL 60563-8465
Phone: 630-305-4080
Fax:   630-305-4089                $ 667,776

Groen Waste Service
13701 South Kostner
Crestwood, IL 60445
Fax: 708-385-5510                  $ 434,253

Cook County Collector
118 North Clark Street
Chicago, IL 60602                  $ 356,262

Nippon Fabric                      $ 226,000
ACI Enterprises, Inc.              $ 186,367
Hychem                             $ 177,623
Great Lakes Paper Stock            $ 169,262
Maintenance Plus Recycling         $ 165,107
Starcon Incorporated               $ 164,934
Motion Industries, Inc.            $ 148,939
WM-Recycle America                 $ 124,007
Ruan Leasing Company               $ 113,476
Shell Chemical Co.                 $ 110,962
Browning-Ferris Industries         $ 108,356
Weavexx Felt                        $ 96,815
Hercules Inc.                       $ 94,855
Larson & Larson                     $ 92,592
R & G Machine Corp.                 $ 84,770
Huntsman Corp.                      $ 84,344

GATEWAY LLC: Hampton Roads Airport sold For $2.3 Million
A U.S. Bankruptcy Court judge approved a deal Wednesday to
sell the Hampton Roads Airport to a Virginia Beach corporation
for $ 2.3 million and to help pay debts to the airport's

Realex Management Services intends to buy the airport from
Gateway LLC by May 1 -- the deadline for paying $ 4.75 million to
Gateway's major creditors. Gateway filed for Chapter 11
bankruptcy in December, seeking to restructure its debts under
court supervision.

According to the report, Steven I. Fox, one of Realex's three
principal partners, said the corporation wants to expand the
airport to accommodate more aircraft, including corporate planes,
to relieve congestion at Norfolk International Airport.

The $ 2.3 million pays for the 230-acre airport site, Fox said.
The corporation will spend at least $ 3 million more to buy the
surrounding 280 acres to expand the facility, but that purchase
is still 18 months away, he said.

The city of Portsmouth, will complete a study next month that
could determine whether Portsmouth wants to be a partner in the
airport or buy the facility from Realex, said City Councilman J.
Thomas Benn III, a liaison to the airport.

If the city did decide to buy the airport, the Virginia
Department of Aviation and the Federal Aviation Administration
would pay 98 percent of the cost for the land and to expand the

"Our aim is to make it the best reliever airport it can be," said
Benn, adding that any recommendations would have to come through
the city manager's office and approved by the City Council.
"Portsmouth is still interested in the airport. Everything is
still a possibility."

Fox said it wasn't the corporation's intention to buy the airport
for the purpose of selling it to Portsmouth. However, he said
Realex will entertain Portsmouth's interest when the study is

Judge David H. Adams ruled Wednesday in favor of the potential
deal, rather than open the sale to a second bidder, Gerald Yagen
-- whose attorney claimed that his bid of $2,373,500 was a
legitimate offer that Gateway should consider.

Gateway's attorney W. Greer McCreedy II argued that opening the
bidding could cause his client to lose the offer from Realex.
Adams said the court shouldn't risk another process that could
cause creditors to lose money.

Hampton Roads Airport has been owned by Gateway since 1996.
State records show the airport is one of the most heavily used
airports in the state operating without an air-traffic control
tower. The airport drew an estimated 56,887 arrivals and
departures in 1998.

GLOBAL FRANCHISE: Trust Series on Rating Alert
Fitch IBCA has placed the class A-1, A-2, and A-3 notes and class
X certificates rated `AAA', the class B notes rated `AA', the
class C notes rated `A', and the class D notes rated `BBB',
issued under Global Franchise Trust 1998-1, on RatingAlert
Negative. In addition, the class E certificates are downgraded to
`BB-' from `BB' and the class F certificates are downgraded to
`B-' from `B'. These classes are also placed on RatingAlert
Negative pending the outcome of the bankrupt loan described

The downgrade of the class E and class F certificates is due to a
partial loss taken on one of the smaller loans in the pool that
resulted in a reduction in credit enhancement to support the
junior classes. Recoveries from the defaulted loan have been
applied to the bonds and the loan is no longer in the pool.

In addition, the RatingAlert Negative action is based upon
uncertainty associated with deterioration in the credit quality
of one large loan in the pool. The borrower on this loan is
currently operating in bankruptcy but has reached accommodations
with its creditors. Payments have remained current on this loan
and the parties are operating under a court approved mediation
settlement. Fitch IBCA expects the borrower to submit a formal
plan of reorganization in the near future. If and when a plan of
reorganization is approved by the court, there is no assurance
that the borrower will perform and meet the obligations of that
plan. Fitch IBCA will monitor the status of the troubled loan
closely over the next six months to determine whether further
rating actions are warranted.

Global Franchise Trust Series 1998-1 bonds were issued in Aug.
1998. At closing, the pool consisted of 29 fully amortizing loans
originated by Global Alliance Finance Company, LLC and Deutsche
Bank AG; as well as two senior securities. The loans are
collateralized by 228 franchise business units: 67% restaurants,
30% commercial real estate and the remaining 3% automotive. The
two senior securities are $35.6 million class A notes from GAFCo
Franchise Loan Trust 1998-1 that are rated `A' by Fitch IBCA and
$12.2 million class A certificates from Video Franchise Capital
Trust 1996-1 that were not previously rated by Fitch IBCA.
Servicer and special servicer on the pool is Orix Real Estate
Capital Markets, LLC, formerly Banc One Mortgage Capital Markets,

These rating actions are the direct result of the two situations
outlined above and do not impact any other securitization pools
originated by Deutsche Bank AG or serviced by Orix Capital.

GLOBAL OCEAN: Court Approves Plan Disclosure Statement
On March 24, Global Ocean Carriers Ltd. (GLO) received bankruptcy
court approval of the disclosure statement related to the
shipping company's prearranged chapter 11 plan of reorganization.
The U.S. Bankruptcy Court in Wilmington, Del., has scheduled a
plan confirmation hearing for May 8, according to the company's
lead bankruptcy counsel. Andrew D. Gottfried of Morgan Lewis &
Bockius L.L.P., counsel to Global Ocean, told DBR that ballots,
the plan, and the disclosure statement would be mailed to
creditors and other parties in interest this week. (The Daily
Bankruptcy Review; ABI 30-Mar-00)

HOUSING RETAILER: Seeks Approval of Disclosure Statement
On March 17, 2000, H Squared, LLC and Housing Retailer Holdings,
Inc., debtors, filed a motion for approval of Disclosure
statement.  A hearing on the motion will take place on April 19,
2000 at 4:00 PM before the Honorable Mary F. Walrath, US
Bankruptcy Court, District of Delaware.

IMPERIAL HOME DÉCOR: Order Approves Employ of Deloitte & Touche
By order entered on March 7, 2000, by the US Bankruptcy Court,
District of Delaware, the debtors, The Imperial Home Décor Group,
Inc., are authorized to retain and employ Deloitte & Touche LLP
as auditors, accountants and tax, business information system and
compensation consultants.

K&S PHOTOGRAPHICS: Case Summary and Largest Creditors
Debtor: K&S Photographics, Inc.
        222 North Canal
        Chicago, IL 60606

Type of Business: Photographic laboratory

Petition Date: February 22, 2000   Chapter 11

Court: Northern District of Illinois

Bankruptcy Case No.: 00-04961

Judge: Carol A. Doyle

Debtor's Counsel: David K. Welch
                  Dannen, Crane, Heyman & Simon
                  Suite 1540
                  135 South LaSalle Street
                  Chicago, IL 60603-4297

Total Assets: $ 2,200,000 (approx)
Total Debts:  $ 1,243,264

20 Largest Unsecured Creditors

AGFA Corporation                 $ 98,061
Accu Color Plus Inc.             $ 22,536
Blue Cross/Blue Shield           $ 13,417
Commonwealth Edison              $ 46,008
Dallas Photo Imaging             $ 11,023
Dennis Carney Photo Image        $ 10,192
Eastman Kodak Company            $ 54,941
Honeywell Inc.                   $ 11,286

Liford Imaging USA Inc.    
PO Box 26108
New York, NY 10087              $ 312,114

Lamb Little & Co.                $ 11,553
Mitsubishi Imaging MC Inc        $ 43,329
O'Neal, Sutton, Leveque          $ 38,546
PHC Of Illinois                  $ 36,848
Quality Mounting & Lamina        $ 76,136
Scholin Brothers Printing        $ 47,343
Sign Works                       $ 12,078
Superior Fomeboards Corp.        $ 44,727
TMC Realty Group, LP             $ 10,858
United Healthcare of Midwest     $ 15,035
United Parcel Service            $ 10,529

KEY INVESTMENTS: Case Summary and Largest Unsecured Creditor
Debtor: Key Investments 86-III
        an Illinois Ltd Partnership
        10 South 620 Route 83 to
        10 South 658 Route 83
        Hinsdale, IL 60521

        Mailing Add
        55 Oakwood Drive
        Palos Park, IL 60464

Petition Date: February 25, 2000   Chapter 11

Court: Northern District of Illinois

Bankruptcy Case No.: 00-05584

Judge: Erwin I. Katz

Debtor's Counsel: Edmund P. Burke
                  Burke & Burke, Ltd.
                  20 South Clark St., Suite 2200
                  Chicago, IL 60603

Total Assets: $ 2,009,700
Total Debts:  $ 1,545,225

Largest Unsecured Creditor

TCF Nat'l Bank
500 West Brown Deer RD
Milwaukee, WI 53217
Mike Roidt
414-352-6845             Mortgage Loan      $ 1,500,000

KEY PLASTICS: Receives Commitment From Lenders
In reporting the bankruptcy filing of Key Plastics, Plastics News
Reports on March 27, 2000, that the company has received a
proposed commitment from its lenders for up to $125 million of
debtor-in-possession financing to cover its costs during

According to the report, Key's debt jumped from $280 million at
the end of 1998 with the purchase of Foggini Group, a Turin,
Italy-based maker of interior, exterior and under-the-hood
injection molded plastics for European automakers.

Key paid $113 million for the family-owned company, according to
1999 reports filed with the Securities and Exchange Commission.
The price included a cash payment of about $45 million, assumed
debt and a 35 percent stake in the newly formed European
subsidiary, Key-Foggini Europe, which takes in all of Key's
European holdings.

The purchase was just the last in a series of acquisitions that
took Key Plastics from $217 million in sales in 1996 to an
estimated $550 million in 1999.

In 1996, Key acquired Clearplas Ltd. of Coventry, England, and a
share of Materias Plasticas SA of Leiria, Portugal.

In 1997, it wrapped up three purchases: T.D. Shea Manufacturing
Inc. of Troy, Clearplas France SA of Belleme, France, and three
Aeroquip Corp. plants, one in Chihuahua, Mexico, and two in
Michigan -- in Port Huron and Chesterfield Township, near New

Three more purchases came in 1998: Acco Plastics Ltd. of Markham,
Ontario; a Howell, Mich., factory owned by Libralter Plastics;
and Concentric plc's Moulded Plastics subsidiary of Tamworth,
England, plus Concentric operations in Chicago and San Luis
Potosi, Mexico.

LUMENYTE: Emergency Motion For DIP Financing
Lumenyte International Corporation filed an emergency motion
seeking authority to enter into a post-petition financing
arrangement with S.R. Willford, a minority shareholder and
Chairman of the Board of Directors of the debtor.  Willford is
also currently the CEO of the debtor.  

The debtor claims that without the financing, the debtor's
reorganization efforts will be devastated since the debtor's
primary secured creditor, Imperial Bank will be entitled to
foreclose on substantially all of the debtor's assets pursuant to
an agreement between the debtor and Imperial.

The financing will be used to "buy" the debtor an additional 30
days to evaluate, accept and finalize a sale or other disposition
of the debtor's operations and/or obtain an equity infusion.

Under the arrangement, Willford will loan the debtor an
additional $70,000 which will be paid to the Bank and will take a
second priority security interest in the debtor's intellectual

MARINER: Committee Taps Chanin Capital Partners
The Statutory Committee of Unsecured Creditors of Mariner Post-
Acute Network, Inc. et al. seeks authority to employ Chanin
Capital Partners LLC as its financial advisors.

Chanin will provide the following services:

Analysis of the debtors' operations, business strategy and
competition in each of its markets;

Analysis of the debtors' financial condition, business [plans,
operating forecasts, management and the prospects for future

Financial valuation of the ongoing operations of the debtors;

Assistance to the Committee in developing, evaluating,
structuring and negotiating the terms and conditions of a Chapter
11 plan for the debtors;]

Analysis of potential divestitures of the debtors' operations;

Provision to the committee of such other financial advisory
services with respect to the debtors as requested by the
Committee, including, without limitation, valuation, and advice
with respect to financial, business and economic issues that may
arise during the course of the Chapter 11 cases.

The debtors will pay Chanin a monthly advisory fee of $150,000
for its services.

MAXICARE: Reports Fourth Quarter Results
Maxicare Health Plans Inc. (Nasdaq:MAXI) announced it reported a
net loss of $6.9 million for the three months ended December 31,
1999 which included a $6.0 million charge to increase health care
claims reserves and $1.1 million of litigation settlement costs,
compared to a net loss of $5.7 million for the same three month
period in 1998 which included a $6.5 million charge for
litigation, provider insolvency/impairment and an increase to the
loss contracts and divestiture costs reserve. Net loss per common
share was $.38 for the fourth quarter of 1999 compared to a net
loss per common share of$.32 for the same period in 1998.

The Company's premium revenues for its continuing operations
increased by $12.7 million or 7.6 percent over the prior year
quarter as a result of premium rate increases in all lines of
business and enrollment growth in the Medicare line of business
generated by the California and Indiana health plans.

Last year, Maxicare completed its restructuring program to exit
unprofitable markets by asset sales or plan closings and
concentrate on its health care businesses in California, Indiana
and Louisiana (the "continuing operations"). As of December 31,
1999, these continuing health plans accounted for commercial
membership of approximately 279,400 members, Medicaid membership
of approximately 170,300 members and Medicare membership of
approximately 16,900 members.

The Company is presently undergoing a strategic assessment which
includes a variety of initiatives to improve the Company's market
position, strengthen its medical management, claims payment
administration and other critical business processes. In
addition, the Company is presently assessing various alternative
initiatives regarding the implementation of significant system
enhancements and/or conversions including Internet-based systems.
The execution of this restructuring program may be dependent upon
the Company's ability to secure additional capital financing and
may result in restructuring costs to be incurred upon

Premium revenues for the fourth quarter of 1999 increased by $4.2
million to $179.5 million, an increase of 2.4 percent as compared
to 1998. This increase was a result of an $8.5 million decrease
in premium revenues related to the Company's discontinued
operations which have been fully divested as of September 30,
1999 offset in part by a $12.7 million increase in premium
revenues related to the Company's continuing operations.

Commercial premiums for the fourth quarter of 1999 decreased $1.8
million to $105.6 million as compared to $107.4 million for 1998.
The Company's commercial premiums for its continuing operations
increased by $5.3 million to $105.6 million for 1999 as compared
to $100.3 million for 1998 primarily due to premium rate
increases offset in part by a decrease in membership. The
Company's commercial membership for its continuing operations of
279,400 members as of December 31, 1999 decreased by 3,900
members primarily related to pricing discipline. The average
commercial premium revenue per member per month ("PMPM")
increased 6.5 percent as compared to 1998.

Medicaid premiums for the fourth quarter of 1999 decreased $4.2
million to $47.7 million as compared to $51.9 million for 1998.
The Company's Medicaid premiums for its continuing operations
decreased by $2.7 million as a result of membership decreases in
California and Indiana offset in part by premium rate increases
in California and Indiana.

Maxicare is a managed health care company with operations in
California, Indiana, and Louisiana which currently have
approximately 466,600 members. The Company also offers various
employee benefit packages through its subsidiaries
Maxicare Life and Health Insurance Company and HealthAmerica

MERIT ENERGY: Appointment of Arthur Andersen Postponed
Merit Energy Ltd. ("Merit") announces that the application
brought by the National Bank of Canada and Bank One before the
Court of Queen's Bench of Alberta to terminate the previously
granted order under the Companies' Creditors Arrangement Act
(Canada) ("CCAA") and to appoint Arthur Andersen Inc. as
Receiver/Manager of Merit has been adjourned until Wednesday,
April 12, 2000.  In addition, the Court granted an extension of
the CCAA order, as it applies to Merit, until that time.  Merit
continues to pursue strategic alternatives to settle its
obligations to its creditors, and to maximize shareholder value,
within the Court supervised process pursuant to the CCAA.

PHS: Judge Rules Two Hospitals Stay Open
A federal bankruptcy judge's ruling allows two Cleveland-area
hospitals to avoid imminent shutdown.

U.S. Bankruptcy Judge Mary Walrath ruled Wednesday in Wilmington,
Del., that St. Michael Hospital in Cleveland and Mt. Sinai
Medical Center-East in suburban Richmond Heights will be put up
for sale through bids. She said the eventual buyer must agree to
keep the hospitals open.

The matter is in the bankruptcy court because the owner, Primary
Health Systems Inc. of Wayne, Pa., is seeking protection during
reorganization under Chapter 11 of the bankruptcy code and needs
the money from the property sales.

The judge gave PHS 30 days to solicit new bids.

The decision blocks a $62.6 million deal the Cleveland Clinic
Foundation made with PHS to buy the two community hospitals after
they have been closed and also for the functioning PHS Mt. Sinai
Integrated Medical Campus, which is made up mainly of doctors'
offices, in the suburb of Beachwood.

Cleveland Mayor Michael R. White had worked out a deal with PHS
and the Cleveland Clinic to keep some medical services going at
St. Michael. White said Wednesday night that previously
negotiated deal, based on the judge's ruling Wednesday, should be
considered "a minimum threshold, and that our work should only
result in increased hospital services in our community."

White said the judge's decision "sets a hopeful tone for
Cleveland neighborhoods."

Cleveland Clinic spokesman Mark Cohen read a prepared hospital
statement Wednesday night:

"Like all parties to this hearing, the Cleveland Clinic will be
reviewing the changes in the bid process ordered Wednesday
evening by Bankruptcy Judge Walrath. In light of the fact that
the parties are now scheduled to go before the judge Friday
morning to review these changes in the bid process, the Clinic
will be prepared to respond to the judge's ruling in court Friday

There have been offers recently for the two PHS hospitals,
including the University Hospitals Health System of Cleveland's
expression of interest in the form of about $10 million for the
two hospitals if they remain open.

"We will move forward immediately to work with PHS to make a fair
offer for the two hospitals. We hope there will be no further
attempt to dismantle the operations of these hospitals as there
has been in the past three weeks," said Farah Walters, president
and chief executive officer of University Hospitals.

The Cleveland Clinic and University Hospitals are the two
dominant hospital organizations in the Cleveland area.

PHS has been trying to resolve its financial problems in
bankruptcy court for about a year. Last month, PHS closed its
Mount Sinai Medical Center in Cleveland, which employed about 960

"This is a great victory," said U.S. Rep. Dennis Kucinich, D-
Ohio, who sat alongside a number of his constituents on the hard
courtroom benches all day. "We get a month now to work and save
the hospitals. I'm so proud of my constituents. They're so

The decision capped a daylong hearing where a packed courtroom,
including Cleveland residents who traveled by bus to attend the
proceeding, and they heard testimony about why PHS officials
thought the Clinic's deal was the best they could get.

PHS: University Hospital Issues Response to Rulings
Farah M. Walters, president and chief executive officer of
University Hospitals Health System, issued a statement yesterday
regarding the decision by the U.S. Bankruptcy Court in Delaware
to open the bidding process on PHS properties, according to a
newswire report. "We are extremely pleased that the bankruptcy
court has supported the position of University Hospitals Health
System and the sentiment of the greater Cleveland community to
open the bidding process," the statement said. "We will move
forward immediately to work with PHS to make a fair offer for the
two hospitals. Our goal continues to be to acquire both hospitals
in operating condition so that they may remain open with full
service to their communities and protecting the jobs of their
employees. We hope there will be no further attempt to dismantle
the operations of these hospitals as there has been in the past
three weeks. We greatly appreciate the outpouring of support that
University Hospitals Health System has received on this issue
from the physicians and staff at St. Michael and Mt. Sinai-East,
from individuals living in their neighborhoods, and from the
people of greater Cleveland." (ABI 30-Mar-00)

PHONETEL TECHNOLOGIES: Reports Financial Results For Year
PhoneTel Technologies, Inc. (OTCBB:PHTE) reports financial
results for 1999, which includes the period ended November 17,
1999, the date the Company emerged from its Chapter 11 case, and
the post reorganization period ended December 31, 1999.

Revenues for the combined 1999 periods were $77.6 million, a
decline of $13.8 million, or 15.1%, from $91.4 million for the
year ended December 31, 1998. Revenues for the 1998 period
included a$3.7 million charge relating to prior years to
recognize lower dial-around compensation revenue resulting from
the FCCs Third Report and Order dated February 4, 1999.
For the twelve months ended December 31, 1999, EBITDA (earnings
before interest, taxes, depreciation and amortization, other
unusual charges and contractual settlements, and extraordinary
items) was $5.5 million compared to$1.9 million for the same
period in 1998.

Net income of $37.6 million for the combined periods in 1999
includes an extraordinary gain of $77.2 million resulting
primarily from the conversion of the Company's $125 million
Senior 12% Notes to common stock as part of the Company's
reorganization. The loss before extraordinary item declined
from $44.8 million in 1998 to$39.6 million for the twelve months
ended December 31, 1999, a decrease of $5.2 million, or 11.6%. If
the 1998 results had not included the dial-around compensation
revenue adjustment, the 1998 loss before extraordinary item would
have been $41.1 million and EBITDA would have been $5.6 million.

As previously announced, PhoneTel's prepackaged plan of
reorganization was confirmed by the U.S. Bankruptcy Court for the
Southern District of New York and was consummated on November 17,
1999 to complete the reorganization of the Company. PhoneTel
completed the refinancing of its $46 million secured debt and,
pursuant to the terms of the Plan, converted its Senior 12% Notes
into approximately 95% of the reorganized Company's common stock.
Former equity holders, including the former holders of PhoneTel's
mandatorily redeemable preferred stock, received the remaining 5%
of the new common stock.

PhoneTel Technologies, Inc. is a leading independent provider of
pay telephones and related services with operations in 45 states
and the District of Columbia. PhoneTel serves a wide array of
customers operating in the shopping center, hospitality, health
care, convenience store, university, service station, retail and
restaurant industries.

SIRENA APPAREL: Motion To Extend Time To Assume/Reject Leases
The debtor, The Sirena Apparel Group, Inc., seek to extend its
time to assume or reject its unexpired leases of non-residential
real property.

Each of the debtor's three leases are necessary to the debtor's
ongoing business operations.  The motion seeks to extend the time
to assume or reject the leases for approximately 90 days, through
and including June 30, 2000.  The time within which the debtor
must make its election to assume or reject the leases shall
otherwise expire on or about April 3, 2000.  This is the debtor's
third request for an extension of the Bankruptcy Code Sec.
365(d)(4) deadline.

SUNRISE ASSISTED LIVING: Reorganizes Business Operations
Sunrise Assisted Living Inc., McLean, Va., one of the nation's
largest providers of assisted living for seniors, said today it
has reorganized its business operations and obtained a $75
million loan to pay off debts and buy back stock, The Washington
Post reported. The restructuring comes amid increased financial
stress in the elderly care industry; in recent months, four
national nursing home operators have filed for bankruptcy, citing
reduced Medicare payments as a major reason. Unlike nursing
homes, assisted-living companies are not dependent on Medicare
payments; their customers generally have private insurance or pay
cash to live in full-service facilities such as Sunrise's.
Sunrise came under stress when it expanded rapidly, opening 22
communities in the last 15 weeks. When its earnings did not meet
Wall Street analysts' expectations in the last six months of
1999, its stock price plummeted. Sunrise's three divisions,
Sunrise Management Services, Sunrise Properties and Sunrise
Ventures, which operate assisted-living facilities and buy and
sell real estate and develop new business ventures, will now
report their financial results separately under the Sunrise
corporate umbrella, and a seven-year, $75 million Freddie Mac
loan, obtained at a fixed interest rate of 8.66 percent, will be
used to pay down $59 million in project financing and buy back
company stock, Sunrise officials said. "The loan demonstrates our
ability with a major financial institution to get attractive
refinancing terms," said Paul J. Klaassen, Sunrise's founder,
chairman and chief executive. "It's very important for the public
markets to see that we can get long-term financing." (ABI 30-Mar-

TRANSTEXAS: Completes Final Steps In Emergence From Chapter 11
According to a report in Gas Daily on March 21, 2000,
TransTexas Gas said last Friday that after 11 months, it had
completed the final step in the company's emergence from Chapter
11 bankruptcy.

Company officials said last week that TransTexas has secured the
$52.5 million exit financing the company needs to put its
reorganization plan into effect. The plan calls for the
appointment of a new five-member board of directors, four members
of which will be nominated by a majority of the holders
of the senior preferred stock. The company also amended an
existing credit agreement and revolving accounts receivable
credit facility, cancelled existing securities and issued new

The report quoted Michael Spohn, an analyst with the Petroleum
Research Group, as saying that the company got into financial
trouble when it borrowed too much and became over-leveraged.
When energy prices tanked in late 1998, TransTexas decided to
seek a voluntary bankruptcy to protect its existing assets.

Spohn said the company's major asset, the close-to-shore Eagle
Bay field in Galveston Bay, is largely a speculative project and
not developed enough to return a lot of cash on the investment.
"Investors like to see free-cash-flow assets," he said.

Under the reorganization plan, TransTexas' existing securities,
including a $ 450 million senior secured note, $115.8 million of
subordinated notes and all of its issued and outstanding shares
of common stock were cancelled. The company issued $200 million
in new senior secured notes, $222,455,320 of new senior
preferred stock, $20,716,080 of new junior preferred stock,
1,250,000 shares of new common stock, 625,000 warrants to
purchase additional shares of new common stock, and $21,841,200
cash to the holders of the senior secured note claim.

The plan provides for different classes of creditors to be
compensated as follows:

** Holders of subordinated note claims received either cash,
shares of new senior preferred stock, or shares of new junior
preferred stock;

** Holders of general unsecured claims will receive a pro-rata
distribution of the general unsecured creditors cash amount and
shares of new senior preferred stock, and

** Public, unaffiliated holders of 10,763,402 shares of old
common stock received 52,500 shares of new common stock and
109,375 new warrants.

Other classes of creditors also received distributions as
outlined in the plan. Barbarosh said all the company's creditors,
except one, agreed to the plan.

VENTAS: Reports 1999 Results
Ventas, Inc. (NYSE:VTR) announced the results of its operations
for the year ended December 31, 1999.

Funds from operations for the year ended December 31, 1999
totaled $85.0 million, or $1.25 per diluted share after
recording$34.4 million in charges related principally to unpaid
rent from Vencor, Inc., the Company's principal tenant. Funds
from operations for the period from May 1, 1998 to December 31,
1998 totaled $84.7 million, or $1.25 per diluted share. The
calculation of FFO for 1998 assumes that the Company qualified to
be taxed as a real estate investment trust ("REIT") on May 1,
1998 and the provision for taxes is therefore excluded.

Net income for the year ended December 31, 1999 was $42.5
million, or $.63 per diluted share after recording $34.4 million
in charges related principally to unpaid rent from Vencor. Net
income for the period from May 1, 1998 to December 31, 1998 was
$26.8 million, or$.39 per diluted share. As a result of a
corporate reorganization effective April 30, 1998 (the "1998
Spin Off"), for financial reporting purposes, Ventas, Inc. is
deemed to have commenced operations on May 1, 1998; therefore,
the financial results for the year ended December 31, 1999 are
not comparable to the period from May 1, 1998 to December 31,

Rental income for the year ended December 31, 1999 was $228.6
million, of which $225.1 million resulted from leases with
Vencor. Interest and other income totaled approximately $4.6
million and was primarily the result of earnings from investment
of cash and cash equivalents during the year.

Expenses for the year ended December 31, 1999 totaled $190.7
million and included $42.7 million of depreciation expense on
real estate assets and $88.8 million of interest on and costs
relating to the Company's credit facility and other debt.
Included in interest expense is amortized deferred financing
fees of approximately $6.0 million, which included $1.6 million
of amortization for fees incurred in the fourth quarter of 1999
related to the extension of the maturity of the $275 million
Bridge Loan facility from October 30, 1999 to February 28, 2000.
Expenses also included a charge to earnings of$34.4 million
representing a write-off of unpaid rents receivable from tenants.
Additionally, an impairment loss of $1.9 million was recorded
to write down a single facility, operated by a tenant other than
Vencor, to its estimated fair value.

Ventas, Inc. is a real estate company whose properties include 45
hospitals, 218 nursing centers, and eight personal care
facilities in 36 states.

WASTE MANAGEMENT: Subsidiary Agrees to Sell Nuclear Services
Waste Management Inc. (NYSE:WMI) today announced that its wholly-
owned subsidiary has reached a definitive agreement to sell its
nuclear waste services operations to GTS Duratek Inc.
(Nasdaq:DRTK) for up to $65 million.

Waste Management expects the sale to be completed in the second
quarter. The transaction is subject to certain regulatory
approvals and other customary conditions.

The Company's nuclear services businesses include Waste
Management Federal Services Inc. and Chem-Nuclear Systems LLC,
which provide nuclear commercial services and disposal primarily
to the utilities industry.

Waste Management Federal Services provides nuclear waste
handling, transportation, treatment, packaging, storage,
disposal, site cleanup and project management services primarily
for the U.S. Department of Energy and other federal agencies. The
nuclear commercial services division offers nuclear waste
handling, transportation, licensing, packing, disposal and
decontamination and decommissioning services primarily to nuclear
utilities. The Company also is divesting the nuclear Commercial
Disposal Division, which operates a commercial low-level
radioactive disposal facility in Barnwell, S.C.

The sale of these operations stems from the Company's strategy to
re-focus on its core North American solid waste operations. The
Company intends to use the proceeds from this and the
divestitures of its international and other non-core operations
primarily to reduce debt and make selective tuck-in acquisitions
of solid waste businesses in North America.

Waste Management Inc. is its industry's leading provider of
comprehensive waste management services. Based in Houston, the
Company serves municipal, commercial, industrial, and residential
customers throughout the United States, and in Canada, Puerto
Rico and Mexico.

WESTMORELAND COAL: Net Income Decreases $5 Million From Last Year
Westmoreland Coal's Absaloka surface mine in Montana produced 5.5
million tons of coal last year, down from 6.5 million tons in
1998, according to company financial reports.

Absaloka, under the Westmoreland Resources (WRI) subsidiary, is
the primary moneymaker for Westmoreland and the company's only
coal operation.  Coal operations reported revenues of $38.5
million in 1999 and $44 million in 1998.

The company had net income of $8.6 million last year, compared to
net income of $3.3 million for 1998, the year the company emerged
from Chapter 11 bankruptcy protection (CO 1/11/99).

"Impacting 1999 results [was] an expected decrease in revenues
that resulted in reduced sales at Westmoreland Resources because
of an eight-week scheduled maintenance outage at a major
customer's facility," the company said. That outage was at
Northern States Power's Sherburne Unit 3 from the end of February
through the end of April last year (CO 8/30/99).

In July, WRI restructured its coal contract with NSP to increase
tonnage and eliminate an option agreement that brought $1.6
million, $3.2 million and $3.1 million to the company during
1999, 1998 and 1997, respectively. The revised coal contract
expires in December 2002.

WILSHIRE FINANCIAL: Post-Bankruptcy Results of Operations
Wilshire Financial Services Group Inc. (WFSG), Portland, Ore.,
reported today the results of operations for the fourth quarter
and seven months ending Dec. 31, 1999, following the its
emergence from bankruptcy on June 10, according to a newswire
report. Its net loss for the fourth quarter was $6.2 million
($0.31 per share) and $14.1 million ($0.70 per share) for the
seven months ending Dec. 31, and its operating results for the
same period include market valuation losses and impairments on
mortgage-backed securities and other assets of $10.8 million,
loan loss provisions of $1.0 million and a $2.4 million charge
for the discontinuation of European operations, or a total of
$14.2 million ($0.71 per share). "WFSG's 1999 financial results
understate our current financial stability and the improved
results of our new strategic focus, both of which are now
surfacing in the year 2000," said Stephen P. Glennon, chief
executive officer of Wilshire Financial Services Group.
"Subsequent to the reorganization process, we put a new
management team in place, diligently reduced Wilshire's overhead,
and focused the company on its core banking and loan servicing
businesses. I am pleased to report that the fourth quarter,
despite the reported loss, reflected our substantial progress in
these efforts." WFSG invests in and services residential and
commercial mortgages, primarily those requiring special loss
mitigation and/or investor reporting capabilities, and conducts a
real estate services banking business through its wholly-owned
subsidiary, First Bank of Beverly Hills, F.S.B., focusing on
commercial mortgage origination, residential and commercial
mortgage acquisition and merchant bankcard processing
businesses.(ABI 30-Mar-00)

DLS Capital Partners, Inc., bond pricing for week of March 27,

Following are indicated prices for selected issues:

Acme Metal 10 7/8 '07                   13 - 15 (f)
Ameriserve 8 7/8 '06                    12 - 14 (f)
Asia Pulp & Paper 11 3/4 '05            87 - 88
E & S Holdings 10 3/8 '06               38 - 41 (f)
Fruit of the Loom 8 7/8 '06              4 - 6 (f)
Genesis Health 9 3/4 '05                11 - 14 (f)
Geneva Steel 11 1/8 '01                 19 - 20 (f)
Globalstar 11 1/4 '04                   35 - 36
Hechinger 9.45 '12                       3 - 5 (f)
Integrated Health 9 1/4 '08              2 - 4 (f)
Iridium 14 '05                           2 1/2 - 3 (f)
Loewen 7.20 '03                         42 - 44 (f)
Paging Network 10 1/8 '07               69 - 72 (f)
Pathmark 11 5/8 '02                     33 - 36
Pillowtex 10 '06                        32 - 34
Revlon 8 5/8 '08                        43 - 45
Rite Aid 6.70 '01                       63 - 65
Service Merchandise 9 '04               12 - 13 (f)
Sunbeam 0 '18                           13 - 14
TWA 11 3/8 '06                          33 - 34
Vencor 9 7/8 '08                        21 - 23 (f)


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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