TCR_Public/040203.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, February 3, 2004, Vol. 8, No. 23

                          Headlines

AFG PACIFIC: Section 341(a) Meeting Scheduled for February 24
AK STEEL: December 2003 Balance Sheet Shows $52.8 Mil. Deficit
AMERICREDIT CORP: S&P Affirms Ratings & Revises Outlook to Stable
AMERUS GROUP: S&P Withdraws Low-B Counterparty Rating on Unit
ANCHOR CONSTRUCTION: Case Summary & Largest Unsecured Creditors

ARMSTRONG HLDGS: Seeks to Sell Pennsylvania Property to Craig Bear
ATA HOLDINGS: Air Transportation Board OKs Bond Exchange Offers
ATA HOLDINGS: Completes Exchange Offers for Senior Notes
AURORA FOODS: Court Allows Committee Members to Trade Securities
AVIANCA: Court Adjourns Plan-Filing Extension Hearing to Feb. 10

BAM! ENTERTAINMENT: Selling $2.3MM of Common Shares and Warrants
B&B CUSTOM: Case Summary & 7 Largest Unsecured Creditors
BELL CANADA: Discloses Q4 Results and Restructuring Update
BETHLEHEM STEEL: Court Grants Nod for NY Environmental Settlement
BIO-RAD LAB: Releasing Q4 2003 Financial Results on February 12

CMS ENERGY: Declares Dividend On Convertible Preferred Stock
CONCENTRA OPERATING: Increases 4th Quarter Earnings Expectations
CONSOL ENERGY: Declares Quarterly Dividend of $0.14 per Share
COVANTA ENERGY: Obtains Nod for Babylon Settlement Agreement
CROWN CASTLE: Declares Quarterly Preferred Stock Dividend

CWMBS INC: Fitch Rates Series 2004-J1 Cl. B-3 & B-4 Notes at BB/B
DII INDUSTRIES: Wants Lease Decision Time Stretched to May 12
DLJ COMM'L: S&P Downgrades Ratings on Three 2000-CF1 Note Classes
DLJ MORTGAGE: S&P Takes Rating Actions on Series 1997-CF2 Notes
DOW CORNING: Reports 2003 Sales and Profit Growth

EMERALD CASINO: Penn National Discloses Details of $506 Mil. Bid
ENRON CORP: Asks SDNY Court to Enforce Stay on Reliant Energy
FACTORY 2-U: UST Names Seven Members to Creditors' Committee
FEDERAL-MOGUL: PD Committee Brings-In FJ&P as Asbestos Counsel
FEDDERS CORP: Weak Financial Performance Spurs S&P to Cut Ratings

FIRST HORIZON: Fitch Takes Rating Actions on Series 2004-1 Notes
FOOTSTAR: Banks Agree to Extend Deadline for Fin'l Statements
GENESIS HEALTH: Debentureholders File Suit Alleging Fraud
GIT-N-GO, INC: Case Summary & 20 Largest Unsecured Creditors
HAYES LEMMERZ: Names Patrick Cauley VP, General Counsel & Sec.

HUGHES ELECTRONICS: Initiates Organizational Restructuring
ICOWORKS INC: Opens New Office in Montreal, Quebec, Canada
IMC GLOBAL: Will Release 2003 Q4 and FY Results on February 5
IMPERIAL PLASTECH: Successfully Completes Restructuring Process
IMPERIAL PLASTECH: Petzetakis, et al. Disclose 85.96% Equity Stake

INSCI CORP: Reappoints Goldstein & Morris as Public Accountants
INT'L SHIPHOLDING: Reports Improved Fourth Quarter Results
INTREPID U.S.A.: Files for Chapter 11 Reorganization in Minnesota
INTREPID USA INC: Case Summary & 20 Largest Unsecured Creditors
I-STAT CORPORATION: Abbott Laboratories Completes Acquisition

IT GROUP: Committee Asks to Retain Kasowitz as Litigation Counsel
JACKSON PRODUCTS: Files Prepack. Plan and Disclosure Statement
KAISER: Outlines Details of Agreement in Principle with USWA
KMART CORP: Court Schedules Supplemental Claims Bar Dates
LABRANCHE: Low Earnings Prompt S&P to Cut Counterparty Rating to B

LAIDLAW: Files SEC Form S-4 for $406-Mil. Sr. Note Exchange Offer
LA QUINTA: Reports 2003 Income Tax Treatment on Preferred Shares
LYONDELL: S&P Cuts Rating over Weaker-Than-Expected Oper. Results
MAGELLAN HEALTH: Settles Claims Dispute with Berry Network
MESA AIR: Finalizes Financing for 5 CRJ-700 and 4 CRJ-900 Jets

MESABA AIRLINES: Pilots Ratify New Contract
METROPOLITAN MORTGAGE: Expects to File for Bankruptcy This Week
MINORPLANET SYSTEMS: Files for Chapter 11 Restructuring in Texas
MINORPLANET SYSTEMS: Voluntary Chapter 11 Case Summary
MIRANT CORP: Wants Clearance for Mobile Intercreditor Agreement

MISSISSIPPI CHEMICAL: CEO Charles Dunn To Leave Post on March 1
MOHEGAN TRIBAL: December 2003 Capital Deficit Narrows to $89MM
MORGAN STANLEY: S&P Hatchets Class M Certs. Rating to Default
M-WAVE INC: Bank One Grants Loan Extension Until February 10
NQL DRILLING: Closes $55 Million HSBC Bank Debt Refinancing

NRG ENERGY: $475 Million Sr. Secured Bonds Obtain S&P's B+ Rating
OGLEBAY NORTON: Misses Bond Interest Payment Due February 2
ONEIDA LTD: Obtains Waivers Extensions & Deferrals from Lenders
ORMET CORPORATION: Case Summary & 95 Largest Unsecured Creditors
PACIFIC GAS: Court Okays Stipulation Releasing ISO Escrowed Funds

PARADIGM MEDICAL: Recurring Losses Spur Going Concern Uncertainty
PARMALAT: Sao Paulo Court Bars Brazilian Unit from Selling Assets
PG&E NAT'L: ET Debtors Gets Okay to Reject Gas Transport Pacts
PINNACLE ENTERTAINMENT: Schedules Q4 Conference Call Today
PMA CAPITAL: S&P Hacks Counterparty Credit Rating to Junk Level

PROLOGIC MANAGEMENT: Files for Chapter 11 Protection in Arizona
QWEST COMMUNICATIONS: Places $1.775 Billion in Senior Notes
RAPTOR INVESTMENTS: Ability to Continue as Going Concern in Doubt
ROUGE INDUSTRIES: Severstal N. America Completes Asset Purchase
RUSSELL CORPORATION: Board Approves Del. Reincorporation Proposal

SALTON SEA: Board Authorizes Redemption of Series F Bonds
SAN JOAQUIN: Board to Consider Proposed Acquisition Finance Plan
SIERRA PACIFIC: Fed. Court Dismisses $600MM Natural Gas Action
SLATER STEEL: Inks Agreement to Sell Sorel Forge Unit to Tricap
SPIEGEL: Wants Approval for Fisher Road Sale Bidding Protocol

STELCO INC: Cleveland-Cliffs Comments on Restructuring
STELCO INC: Amaranth LLC Discloses 19.6% Equity Stake
STRUCTURED ASSET: Fitch Rates 2004-5H Classes B4 & B5 at Low-Bs
SUN HEALTHCARE: Will Divest Nine More L-T Care Facilities in 2004
TENET HEALTHCARE: Looks for Buyers for California Facilities

TEXAS DEP'T OF HOUSING: S&P Hatchets Revenue Bond Rating Cut to D
TIMKEN CO: Names Jacqueline Dedo as Automotive Group President
TRANSPORTATION CORRIDOR: S&P Rates Jr. Lien Revenue Bonds at BB
UNITED AIRLINES: Court Denies URPBPA's Bid to be Representative
UNITED PET LTD: Case Summary & 20 Largest Unsecured Creditors

UNITED REFINING: Increases Bank Credit Facility to $75 Million
U.S. STEEL: Fourth Quarter 2003 Net Loss Tops $22 Million
US UNWIRED: S&P Puts Outlook on Junk Credit Rating to Developing
WALTER INDUSTRIES: Q4 and FY 2003 Conference Call Set for Feb. 4
WICKES INC: Court Grants Interim Nod on $100MM DIP Financing

WILLIAM LYON: S&P Assigns B- Rating to $150M Sr. Unsec. Debt Issue
WINN-DIXIE: Responds to S&P's Debt Rating Downgrade
WINN-DIXIE: Reports Decreasing Sales And Losses For 2nd Quarter
XTO ENERGY: Acquires Producing Properties in Texas & Louisiana

* EPIQ Systems, Inc. Acquires Poorman-Douglas Corporation
* Stroock Elects Eight New Partners & Names Special Counsel

* Large Companies with Insolvent Balance Sheets

                          *********

AFG PACIFIC: Section 341(a) Meeting Scheduled for February 24
-------------------------------------------------------------
The United States Trustee will convene a meeting of AFG Pacific
Properties, Inc.'s creditors on February 24, 2004, 10:00 a.m., at
Suite 3401, 515 Rusk Ave, Houston, Texas 77002. This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Houston, Texas, AFG Pacific Properties, Inc.,
filed for chapter 11 protection on January 5, 2004 (Bankr. S.D.
Tex. Case No. 04-30450).  Thomas S Henderson, III, Esq., at Floyd
Isgur et. al., represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated debts and assets of more than $10 million each.


AK STEEL: December 2003 Balance Sheet Shows $52.8 Mil. Deficit
--------------------------------------------------------------
AK Steel (NYSE: AKS) reported a fourth quarter 2003 net loss of
$163.9 million, or $1.51 per share of common stock.  In the fourth
quarter of 2002, the company reported a net loss of $489.7
million, or $4.54 per share.  Included in the fourth quarter 2003
net loss were combined non-cash benefit plan corridor charges of
$240.1 million ($145.3 million after tax, or $1.34 per share) to
recognize actuarial net losses associated with the company's
pension and other postretirement benefit plans that are outside a
defined corridor. In 2002, the company incurred combined fourth
quarter non-cash corridor charges of $816.8 million ($483.8
million, after tax, or $4.49 per share).  These non-cash corridor
charges are required because of the company's unique method of
accounting for its benefit plans, and in 2003 were primarily due
to the impact of declining interest rates.

Excluding the per share effects of these charges, the fourth
quarter 2003 net loss would have been $18.6 million, or $0.17 per
share.  The fourth quarter 2003 net loss was also net of $15.5
million, or $0.14 per share, of after-tax income from discontinued
operations. Excluding the per share effect of the non-cash
corridor charges and the income from discontinued operations, AK
Steel would have recorded a $34.1 million loss from continuing
operations, or $0.31 per share, for the fourth quarter of 2003.

Net sales for the fourth quarter of 2003 were $1,054.0 million on
shipments of 1,563,700 tons, compared to net sales of $1,025.8
million on shipments of 1,428,100 tons in the fourth quarter of
2002.  The reported sales for both periods reflect steel
operations only and exclude the results of operations of Douglas
Dynamics, L.L.C. and Greens Port Industrial Park, both of which
the company previously announced are for sale and, accordingly,
have been reported as discontinued operations.

For the full year 2003, the company reported a net loss of $560.4
million, or $5.17 per share, compared to a 2002 net loss of $502.4
million, or $4.67 per share.  In addition to the fourth quarter
non-cash corridor charges, the 2003 net loss included non-cash
impairments of $101.2 million, or $0.93 per share, for goodwill
and $87.3 million, or $0.80 per share for deferred taxes. Also
included was after-tax income from the discontinued operations
totaling $34.0 million, or $0.31 per share, for 2003.

Net sales for 2003 were $4,041.7 million on 5,830,800 tons
shipped, compared to $4,158.8 million on 5,803,700 tons shipped in
2002.  Average steel selling prices for 2003 decreased to $677 per
ton from $703 per ton for 2002. The decrease was attributable to
the combined effects of lower automotive and appliance market
shipments, higher shipments to the distributor and converter
markets, a poorer product mix and lower spot market pricing.

The company reported that, in addition to the non-cash impairments
of goodwill and its deferred tax assets, results in 2003 compared
to 2002 were adversely affected by pre-tax costs of $5 million
related to the announced 20% reduction in salaried workforce. The
2003 operating loss also reflected higher natural gas, scrap and
purchased slab costs and an increase in pension and other
postretirement benefit expenses, exclusive of the non-cash fourth
quarter corridor charges.

"AK Steel employees responded to the challenges we faced in the
fourth quarter with the best quarterly operating results of the
year.  We regained shipment volumes and lowered operating costs
despite significantly higher energy and raw material costs," said
James L. Wainscott, president and CEO. "This organization is
keenly focused on meeting the challenges we face as we strive to
return the company to a sustainable level of profitability."

AK Steel continues to make progress in reducing costs to improve
its profitability and its competitiveness in the industry. The
company said that more than 400 of the 475 positions earmarked for
reduction were eliminated in the fourth quarter, with the
remaining positions scheduled to be eliminated in the first
quarter of 2004.  The company also announced that it had made
significant progress towards its goal of pre-tax earnings
improvements of $200 million in 2004, having realized a portion of
those savings in the fourth quarter of 2003.  In addition, the
company is continuing its confidential discussions with union
representatives in an effort to achieve competitive employment
costs.

As of December 31, 2003 AK Steel records a total shareholders'
equity deficit of $52.8 million.

         Liquidity, Pending Asset Sales and Other Matters

The company reported that it had ended 2003 with $54.7 million of
cash and $455 million of availability under its two credit
facilities, for total liquidity of approximately $510 million.
During the fourth quarter, the company generated $61.6 million of
cash from continuing operations, made a scheduled $62.5 million
payment as the third of four annual principal payments on its
senior secured notes and repaid the $50 million outstanding
balance on its inventory-based credit facility.

Also in the fourth quarter, the company announced its plans to
sell Douglas Dynamics, L.L.C. and Greens Port Industrial Park and
to use a substantial portion of the proceeds to reduce outstanding
debt.  The company has targeted completion of those sales for the
first quarter of 2004.

The company also said that on January 27, 2004, EUROFER, an
association of European steel producers, formally withdrew an
anti-dumping trade complaint that it had filed with the European
Commission in 2002.  The complaint related to imports into the
European Union of certain stainless steel sheet products
originating from the United States.  As a result of the complaint,
the European Commission had, in September of 2003, imposed a
provisional duty of 20.6% against certain stainless steel sheet
products manufactured by AK Steel for export to Europe.

Although the European Commission has not yet terminated the
investigation initiated by the complaint, AK Steel said that it
anticipates the commission will do so, and will remove the
provisional duty, in light of the withdrawal of the complaint.  AK
Steel said it disagrees with, and has contested vigorously, the
original complaint.

AK Steel, headquartered in Middletown, Ohio, produces flat-rolled
carbon, stainless and electrical steels, as well as tubular steel
products for the automotive, appliance, construction and
manufacturing markets.  Additional information about AK Steel is
available on the company's web site at http://www.aksteel.com/


AMERICREDIT CORP: S&P Affirms Ratings & Revises Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
AmeriCredit Corp. to stable from negative, and affirmed its
ratings, including its 'B' long-term counterparty credit rating,
on the company.

The outlook revision reflects the improvement in the company's
financial performance and stabilization of its asset quality
measures. Second-quarter fiscal 2004 financial results showed
better earnings performance and lower delinquencies and charge-
offs. AmeriCredit elected to accelerate its charge-off policy for
repossession by electing to charge off accounts upon expiration of
the customers' reinstatement period to reclaim a repossessed auto,
rather than at the time that the repossessed inventory was
liquidated at auction. This resulted in a one-time noncash
charge of $59.4 million for the quarter ended Dec. 31, 2003.
Losses for the second half of the year are projected to decline to
the 6.0%-6.9% range from the current 7.0%-7.9% range.

"The ratings also reflect the company's significant capital base
of $1.96 billion, which provides a significant cushion given the
high level of charge-offs that the company has been experiencing.
The company has also successfully been able to access the
securitization market, albeit at higher credit enhancement
levels," said Standard & Poor's credit analyst Lisa J. Archinow,
CFA.

With $13 billion in managed assets, AmeriCredit is a national
subprime automobile lender, targeting customers that generally
have limited access to traditional credit sources.

The stable outlook presumes that AmeriCredit maintains favorable
asset quality trends and profitability measures. Any adverse
credit trends, change in loss assumptions, or additional liquidity
pressures could result in an outlook change.


AMERUS GROUP: S&P Withdraws Low-B Counterparty Rating on Unit
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB+'
counterparty credit and financial strength ratings on AmerUs Group
Co. and its 'A+' counterparty credit and financial strength
ratings on AmerUs Group Co.'s related operating units
(collectively, AmerUs Group). The outlook is Stable.

In addition, Standard & Poor's has withdrawn its 'BB+'
counterparty credit and financial strength ratings on AmerUs
subsidiary IL Annuity.

"The ratings are based on the companies' consolidated strong
capital position and strong operating performance. Somewhat
offsetting these factors is AmerUs Group's modestly aggressive
business strategy, as the first mutual holding company willing to
go public and fully demutualize," explained Standard & Poor's
credit analyst Kevin Maher. "The AmerUs Group is also considered
to have a somewhat risky strategy as it includes a history of
acquisitions."

The financial strength ratings on AmerUs Life Insurance Co.,
American Investors Life Insurance Co. (KS), Indianapolis Life
Insurance Co., and Bankers Life Insurance Co. of NY, which are the
members of AmerUs Life Insurance Group, are based on the
companies' improved operating performance, increased
diversification of earnings and distribution sources, and
continuation of strong revenue growth. Additional strengths to the
ratings include the group's strong business profile, very strong
capitalization, and strong earnings performance. These positive
factors are somewhat offset by a challenging interest rate
environment and somewhat reduced financial flexibility following
the PRIDES issuance in the second quarter of 2003. In addition,
the AmerUs Group faces the challenges associated with sustaining
recent growth in its life insurance segment and its limited
exposure to interest rate risk.

The AmerUs Group has reported strong operating performance with
third-quarter 2003 GAAP net pretax ROA of more than 80 basis
points based on Standard & Poor's model. The company's capital
adequacy was about 152% as of Sept. 30, 2003, based on Standard &
Poor's model, with modest leverage and strong coverage.

In 2002 and through the first three quarters of 2003, AmerUs Group
achieved double-digit growth in individual life and annuity sales,
reflecting its strong and diversified distribution systems and
improved operating earnings stemming from effective spread and
expense management.

Management also successfully integrated Indianapolis Life, which
was acquired in 2001, harnessing its distribution productivity and
reducing operating expenses. As a result, AmerUs Group diversified
its operating earnings, with life insurance and annuity business
each contributing about 50% of the total. Financial Benefit Life
Insurance Co. is affiliated with AmerUs Group; it is rated lower
than the group members and has an unconditional guarantee from
AmerUs Group Co., the ultimate parent.

Standard & Poor's expects AmerUs Group's life insurance and
annuities sales to increase 8%-10% in 2004 because of increased
distribution capacity and the success of new product
introductions. Fixed-annuity and other asset-accumulation product
sales, though contingent on market conditions, will be managed to
lower levels because of the current interest rate environment.
AmerUs Group expects a shift in sales in 2004, with an emphasis on
equity-indexed annuities versus traditional fixed annuities.
Improvement in GAAP earnings should follow continued strong
earnings fundamentals and the finalization of merger expense
efficiencies in 2003. In 2004, Standard & Poor's expects total
debt leverage to remain at or less than 25%, which is management's
target position. Standard & Poor's also expects the consolidated
capital adequacy ratio, to remain more than 140% (more than 125%
at each individual operating company) as measured by Standard &
Poor's capital model, while GAAP fixed-charge coverage is expected
to remain more than 7x.


ANCHOR CONSTRUCTION: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Anchor Construction Inc.
             P.O. Box 187
             Shadyside, Ohio 43947

Bankruptcy Case No.: 04-50968

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Anchor Trucking Inc.                       04-50971

Type of Business: The Debtor is a contractor and provides
                  trucking services.

Chapter 11 Petition Date: January 23, 2004

Court: Southern District of Ohio (Columbus)

Judge: John E. Hoffman Jr.

Debtor's Counsel: Grady L Pettigrew, Jr., Esq.
                  Cox, Stein & Pettigrew, L.P.A.
                  400 East Town Street, Suite G 30
                  Columbus, OH 43215
                  Tel: 614-224-1113

                          Estimated Assets      Estimated Debts
                          ----------------      ---------------
Anchor Construction Inc.  $100,000 to $500,000  $1 M to $10 M
Anchor Trucking Inc.      $100,000 to $500,000  $500,000 to $1 M

A. Anchor Construction Inc.'s 17 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Totterdale Bros. Supply, Inc.               $39,923

Electrical Contractors Supply               $28,526

General Welding Supply Co.                  $25,392

Wheeling Distribution                       $24,579

Abe Sebulsky Steel, Inc.                    $19,834

A B & L Concrete & Supply                   $19,797

Comfort Care Heating & Air                  $17,797

Power Plan                                  $11,986

Wayne Garage Doors                          $10,144

Ohio Valley Steel Co.                        $9,032

Safety Kleen                                 $4,999

Belmont Aggregates                           $4,918

Blattner Truss, Inc.                         $3,450

Wheeling Rubber Products                     $3,087

Westmoreland Supply                          $2,754

Carr Concrete                                $2,433

Voto Sales                                   $2,200

B. Anchor Trucking Inc.'s 11 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
RLI Ins. Co.                                $24,391

Vern Allen Tire                             $14,964

FYDA Freightliner                            $8,153

Wheeling Spring Services                     $6,432

Dover Brake, Inc.                            $5,562

GCR Cobre Tire Lore City                     $5,018

Englefield Oil Co.                           $3,977

Richland Supply                              $3,324

Leader Trailer, Inc.                         $2,885

Safety Kleen Corp.                           $1,279

Interstate Battery                             $795


ARMSTRONG HLDGS: Seeks to Sell Pennsylvania Property to Craig Bear
------------------------------------------------------------------
Armstrong World Industries, Inc., asks Judge Fitzgerald for
authority to sell, free and clear of liens, claims, interests and
encumbrances, the land located in the township of East Hempfield,
Lancaster County, in Pennsylvania, to Craig Bear.  The parties'
sale agreement provides that AWI will pay Commercial Prime
Properties a sales commission as Broker equal to 6% of the
Purchase Price.  Upon closing, the Broker will provide Armstrong
Realty Group, a wholly owned subsidiary of AWI, with a 20% rebate
of the Broker's commission.

                    The East Hempfield Land

The East Hempfield property consists of 7 acres of land located on
the northwest edge of a larger, 72-acre parcel of land also owned
by AWI.  A warehouse facility known as the "900 Building" is
situated on the larger parcel.  AWI, then known as Armstrong Cork
Company, bought the property on January 15, 1974.

The Property has never been used by AWI.  In October 1998, AWI
concluded that it did not anticipate any future need for the
Property and determined to sell the Property.  Accordingly, in
October 1998, AWI employed Commercial Prime Properties, then known
as Commercial Industrial Brokers, Inc., to provide brokerage
services in connection with the sale of the Property.

                       Marketing Efforts

Throughout the course of the past five years, the Broker has
engaged in extensive marketing efforts to sell the Property.  The
efforts included:

       (i) placing a conspicuous "for sale" sign on the Property;

      (ii) listing the Property in various real estate databases;

     (iii) mailing Property brochures to real estate brokerage
           firms located in the Lancaster County area;

      (iv) soliciting offers of interest, via mail and telephone,
           from developers and potential users of the property;
           and

       (v) discussing the sale of such Property with community
           businesses and investors.

                       A Limited Market

AWI and the Broker believe that there is a limited market for the
Property because, although the Property is located next to the
larger parcel, itself zoned for industrial use, the Property is
zoned as highway commercial property.  In fact, throughout the
five-year period that the Property has been marketed, only one
party, other than the Buyer, expressed any interest in the
Property.  Specifically, on two separate occasions over the past
two years, this party proposed to purchase the Property subject to
an extended due diligence period that would enable the potential
purchaser to find its own prospective purchaser for the Property.
AWI's management rejected both proposals because AWI did not want
to tie up the Property in this manner.

In December 2003, Craig Bear expressed interest in purchasing the
Property from AWI for the purpose of establishing a Yamaha
dealership on the Property.  After good faith and arm's-length
negotiations, AWI and Craig Bear signed the Sale Agreement.

                  Summary of the Sale Agreement

Purchase Price:       $485,000, or $69,285 per acre, payable
                      by Craig Bear as:

                      (a) $10,000 as a deposit, which was paid
                          to the Broker at the time of execution
                          of the Sale Agreement and will be
                          applied toward the Purchase Price at
                          closing; and

                      (b) the balance to be paid by Craig Bear
                          to AWI in cash at closing.

Necessary Approvals:  The parties' obligations under the
                      Sale Agreement are contingent upon AWI'S
                      receipt of Bankruptcy Court approval of
                      the Sale Agreement.

Closing:              The Closing Will take place on or before
                      30 days after the completion of the Due
                      Diligence Period.

Due Diligence
Period:               Craig Bear will have 90 days from the date
                      the Court approves the sale transactions
                      to determine whether the Property is
                      suitable for its intended use.  During
                      the Due Diligence Period, Craig Bear or its
                      agents and representatives will have
                      access to the Property for purposes of
                      conducting any tests or studies that Craig
                      Bear deems necessary to make this
                      determination.  Craig Bear will indemnify
                      AWI against any liability during the
                      course of any site investigation and will
                      return the Property to its original
                      condition at the conclusion of any
                      investigation.  If Craig Bear determines
                      that the Property is not suitable for his
                      intended use, Craig Bear will provide AWI
                      with written notice of its intent to
                      terminate the Sale Agreement.  Upon AWI'S
                      receipt of the written notice, AWI will
                      return the Deposit to Craig Bear.  Neither
                      party will have any further obligations
                      under the Sale Agreement.

Release:              Craig Bear releases AWI, all brokers, their
                      licensees, employees, any other officer or
                      partner of any one of them, and any other
                      person, firm or corporation that may be
                      liable by or through them, from any and
                      all claims, demands or losses that may
                      arise from the presence of environmental
                      hazards, any deficiencies in the
                      Property's on-site water service system,
                      or any defects or conditions in the
                      Property.  The Release will survive after
                      closing.

Additional
Contingencies:        The Sale Agreement is contingent on
                      numerous contingencies.  The major
                      contingencies are:

                      (1) Craig Bear securing a Yamaha Dealership
                          from Yamaha Motor Corporation by the
                          conclusion of the Due Diligence
                          Period;

                      (2) Zoning Classification Contingency.
                          Craig Bear's receipt of zoning approval
                          from East Hempfield Township to use
                          the Property as a motor vehicle sales
                          and service facility;

                      (3) Public System Contingency.  Craig Bear
                          obtaining municipal approval for the
                          connection of the Property to a sewage
                          disposal system within 60 days after
                          the parties' execution of the Sale
                          Agreement or, if Craig Bear is unable
                          to obtain such approval, Craig Bear's
                          agreement to accept the Property
                          "as-is" and agree to the Release;

                      (4) Environmental Audit/Inspection
                          Contingency.  The completion, to the
                          Buyer's satisfaction, of certain
                          environmental audits and inspections
                          by a licensed or otherwise qualified
                          professional within 90 days after the
                          parties' execution of the Sale
                          Agreement or, if Craig Bear is not
                          satisfied with the information
                          contained in any written reports it
                          receives as a result of the audits
                          or inspections, Craig Bear's agreement
                          to accept the Property with the
                          information stated in the reports
                          and agree to the Release.

To the extent that tax or other statutory liens, if any, may be
asserted against the property, because the property is to be sold
for fair market value, the holders of any liens can be compelled
to accept money in satisfaction of the liens.  To that extent, the
sales proceeds will be used to pay any secured claims.

                An Exercise of Sound Business Judgment

The Sale Agreement provides for favorable terms for the sale of
surplus property that has been on the market for more than five
years and which has been sitting idle during that time.  As a
result of the Broker's extensive marketing efforts, the Sale
Agreement represents the highest and best offer that AWI has
received to date, and is the product of good faith and arm's-
length negotiations.  The Debtors believe Craig Bear is
creditworthy and has the financial resources to close the
transactions contemplated by the Sale Agreement.

                       Higher and Better Offers

Craig Bear is aware of AWI's fiduciary duty to maximize proceeds
from the sale of assets for the benefit of its estate and
creditors.  AWI, therefore, proposes that the property be sold to
Craig Bear, subject to any higher and better offers.  However, AWI
suggests that, for the purpose of seeking competing offers, the
property should not be subject to additional marketing efforts.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities. (Armstrong Bankruptcy News, Issue
No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ATA HOLDINGS: Air Transportation Board OKs Bond Exchange Offers
----------------------------------------------------------------
ATA Holdings Corp. (Nasdaq: ATAH) (S&P, CCC Corporate Credit
Rating, Developing), the parent company of ATA Airlines, Inc.,
announced that it has obtained the consent of the Air
Transportation Stabilization Board, pursuant to ATA's government-
guaranteed loan, in connection with the Company's offers to
exchange new issues of unsecured debt and cash for its presently
outstanding unsecured debt.


ATA HOLDINGS: Completes Exchange Offers for Senior Notes
--------------------------------------------------------
ATA Holdings Corp. (Nasdaq: ATAH), the parent company of ATA
Airlines, Inc., announced that it has successfully completed its
offers to exchange newly issued Senior Notes due 2009 and cash
consideration for its 10-1/2 percent Senior Notes due 2004 and
newly issued Senior Notes due 2010 (together with the 2009 Notes,
the "New Notes") and cash consideration for its 9 5/8 percent
Senior Notes due 2005.

The Exchange Offers expired on January 29, 2004. In completing the
Exchange Offers, the Company accepted all Existing Notes tendered
for exchange, issuing $163,064,000 in aggregate principal amount
of 2009 Notes and delivering $15,885,476 cash (which amount
included accrued interest) in exchange for $155,310,000 in
aggregate principal amount of 2004 Notes tendered and issuing
$110,233,000 in aggregate principal amount of 2010 Notes and
delivering $6,524,721 in cash (which amount included accrued
interest) in exchange for $104,995,000 in aggregate principal
amount of 2005 Notes tendered, pursuant to the terms of the
Exchange Offers. In addition to the New Notes issued, $19,690,000
in aggregate principal amount of the 2004 Notes and $20,005,000 in
aggregate principal amount of the 2005 Notes remain outstanding
after the completion of the Exchange Offers. The Company paid
Citigroup Global Markets Inc. and Morgan Stanley & Co.
Incorporated, the dealer managers for the Exchange Offers,
customary fees in connection with the Exchange Offers.

All conditions to the Exchange Offers were satisfied prior to
their completion, including the Company's receiving the consent of
the Air Transportation Stabilization Board pursuant to ATA's
government-guaranteed loan. Effective with the completion of the
Exchange Offers, the Company completed a restructuring of several
of ATA's aircraft operating leases, the result of which is that
portions of the payments due under these leases will be delayed
until later in the remaining term of the leases.

In connection with the Exchange Offers, the Company also sought
the consent of the holders of the Existing Notes to amend or
eliminate all of the restrictive operating covenants and certain
default provisions of the indentures governing the Existing Notes,
which consent was obtained. Concurrently with the completion of
the Exchange Offers, the Company and the trustee of the Existing
Notes executed supplemental indentures to the indentures governing
the Existing Notes, giving effect to these amendments. Holders of
Existing Notes that currently remain outstanding are bound by the
supplemental indentures.

Now celebrating its 30th year of operation, ATA (S&P, CCC
Corporate Credit Rating, Developing) is the nation's 10th largest
passenger carrier based on revenue passenger miles. ATA operates
significant scheduled service from Chicago-Midway, Hawaii,
Indianapolis, New York and San Francisco to more than 40 business
and vacation destinations. To learn more about the company, visit
the Web site at http://www.ata.com/


AURORA FOODS: Court Allows Committee Members to Trade Securities
----------------------------------------------------------------
Certain of the members of the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Aurora Foods, Inc., and its
debtor-affiliates are affiliated with investment advisors or
managers that provide investment-advisory services to
institutional, pension, mutual fund and high net-worth clients,
and affiliated funds and accounts.  These members buy and sell
stocks, notes, bonds, debentures or other securities, and other
financial assets for their own portfolios.  Accordingly, the
members have the duties to maximize returns for their clients or
shareholders through the buying and selling of securities and
other financial assets.  The members, themselves, acknowledge
that:

   -- they have certain legal duties as to material non-public
      information against the Debtors; and

   -- their trading in Securities may implicate various
      federal laws limiting, or attaching consequences to,
      trading in Securities on the basis of the material
      non-public information.

Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon
LLP, in Wilmington, Delaware, relates that if the Committee
members are barred from trading Securities during the pendency of
the Chapter 11 cases because of their service on the Committee,
they risk losing potentially beneficial investment opportunities
for their clients and themselves.  Alternatively, if the members
resign from the Committee, their clients' interests may be
compromised by virtue of the members taking a less active role in
the reorganization process.

According to Ms. Silverstein, many institutions encountered the
same dilemma on the matter of committee memberships in other
Chapter 11 cases.  Thus, to resolve the issue, bankruptcy courts
have, with increasing regularity, permitted active members of
official committees to trade in the securities of a debtor while
incumbent by establishing "Ethical Walls."

An "Ethical Wall" is a set of procedures established by an
organization like a financial institution to isolate its trading
activities from its activities as a member of an official
creditors' committee.  An Ethical Wall typically involves
procedures inside the institution which both:

   (1) comply with the requirements for insulating certain people
       from certain material nonpublic information; and

   (2) function without unnecessary disruption to the management
       and operation of the organization.

To the extent necessary to achieve compliance, typical Ethical
Wall arrangement consists of:

   -- staffing arrangements whereby the institution's personnel
      responsible for performing committee functions are
      different than the personnel responsible for performing
      trading functions;

   -- physical separation of the office and file spaces used by
      those personnel;

   -- establishment of procedures for securing committee-related
      files;

   -- establishment of separate telephone and facsimile lines for
      trading activities and committee activities; and

   -- special procedures for the delivery and posting of
      telephone messages.

At the Committee's request, the Court permits members of the
Committee to trade in the Debtors' securities on the
establishment and implementation of Ethical Walls.  Additionally,
Judge Walrath orders that:

   (a) If a member or any of its affiliates participates in a
       transaction in the Securities, that member acting in any
       capacity will not violate its duties and, accordingly,
       will not subject its claim to possible disallowance,
       subordination or other adverse treatment;

   (b) Any Ethical Wall Entity choosing to participate in a
       Transaction must effectively implement and strictly adhere
       to policies and procedures to erect and maintain an
       Ethical Wall to prevent:

       (1) its trading personnel from misusing any material and
           non-public information obtained by its designated
           representatives, involved in Committee-related or
           reorganization-related activities; and

       (2) the Committee-related or reorganization-related
           personnel from receiving material and non-public
           information regarding the Ethical Wall Entity's
           trading in the Securities, in advance of the trades.

       This does not preclude the Court from taking any action
       deemed appropriate, in the event that an actual breach of
       fiduciary duty has occurred;

   (c) The members and their affiliates may participate in any
       Transaction in the Securities pursuant to the conditions
       of these provisions, and may be subject to the protections
       and authorizations provided, without the necessity of
       filing a Bound-by-Order Notice;

   (d) Each member electing to avail itself, or its affiliates,
       the protections provided will remain bound by these terms
       and conditions until the party files an Unbound-by-Order
       Notice.  An Unbound-By-Order Notice filed by any member of
       a Affiliated Group will be effective as to all members of
       the group.  No Unbound-By-Order Notice will permit any
       entity to make any unlawful use of any material non-public
       information; and

   (e) Notwithstanding anything to the contrary, in the event
       that a member's entire position in obligations of the
       Debtors is sold, the member's trading personnel will
       notify the Committee-related personnel of the sale and the
       Committee-related personnel will, in turn, notify the
       counsels for the Committee and the United States Trustee.

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Sally McDonald Henry, Esq., and
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP provide Aurora with legal counsel, and David Y. Ying at Miller
Buckfire Lewis Ying & Co., LLP provides financial advisory
services. (Aurora Foods Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


AVIANCA: Court Adjourns Plan-Filing Extension Hearing to Feb. 10
----------------------------------------------------------------
A bankruptcy judge postponed until Feb. 10 a decision on whether
to grant Colombian airline Avianca another deadline extension --
this time until March 30 -- to present a restructuring plan,
creditors said on Thursday, Reuters reported.

Colombia's carrier, struggling to keep itself in the air and a
possible acquisition target by Continental Airlines, had until
Jan. 30 to present the plan. It requested the extension two weeks
ago. Last March, Avianca and its U.S. subsidiary filed for chapter
11 bankruptcy protection in the United States, hurt by high fuel
costs and slack demand stemming from the political and economic
crises in Venezuela and Argentina.

Avianca has a U.S. subsidiary, which allowed it to apply for
chapter 11 proceedings to try to renegotiate at least $269 million
in debt while continuing to operate. A source close to Avianca
said earlier this week that Continental Airlines Inc. is
negotiating the possible purchase of the struggling airline,
reported the newswire. (ABI World, Jan. 30, 2004)


BAM! ENTERTAINMENT: Selling $2.3MM of Common Shares and Warrants
----------------------------------------------------------------
BAM! Entertainment(R) (Nasdaq: BFUN) announced that it had agreed
to sell 2,532,522 shares of its common stock and warrants to
purchase another 1,519,513 shares of its common stock, resulting
in gross proceeds (assuming no exercise of the warrants) of
$2,330,000, in a private offering to institutional and accredited
investors. The Company has also granted the investors an option to
purchase an additional 2,467,478 shares and warrants to purchase
an additional 1,480,487 shares on identical terms exercisable for
a period of 45 business days from the effective date the
registration statement covering the aforementioned. The agreement
is subject to the satisfaction or waiver of usual conditions
precedent.

Under the agreement, the shares of common stock will be issued at
$0.92 per share, which is equal to 80% of the 30-day moving
average price per share through the date the agreement was signed.
The warrants will have a five-year term and will be exercisable at
$1.40 per share, which is equal to a premium of 110% of the
closing bid price per share on the date the agreement was signed.

Founded in 1999 and based in San Jose, California, BAM!
Entertainment, Inc. is a developer, publisher and marketer of
interactive entertainment software worldwide. The company
develops, obtains, or licenses properties from a wide variety of
sources, including global entertainment and media companies, and
publishes software for video game systems, wireless devices, and
personal computers. The company's common stock is publicly traded
on NASDAQ under the symbol BFUN. More information about BAM! and
its products can be found at the company's Web site located at
http://www.bam4fun.com/

BAM! Entertainment's September 30, 2003 balance sheet shows that
its total current liabilities outweighed its total current assets
by about $3.3 million, while its accumulated deficit ballooned to
about $61 million whittling down its total net capital to about
$1.6 million from about $3.2 million three months ago.


B&B CUSTOM: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: B&B Custom Applications
        P.O. Box 141
        Mount Sterling, Ohio 43143

Bankruptcy Case No.: 04-51155

Type of Business: The Debtor is a Retail fertilizer and Chemical
                  supplier, custom applications of the same.

Chapter 11 Petition Date: January 28, 2004

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: Shannon M. Treynor, Esq.
                  51 North Oak Street
                  P.O. Box 735
                  London, OH 43140
                  Tel: 740-845-1889
                  Fax: 740-845-2919

Total Assets: $131,200

Total Debts:  $1,073,000

Debtor's 7 Largest Unsecured Creditors:

Entity                      Nature Of Claim         Claim Amount
------                      ---------------         ------------
John Deere Credit           Accounts Receivables        $400,000
P.O. Box 6650
Johnston, IA 50131-6650

Telmark Leasing             Commercial Lease;           $250,000
333 Butternut Drive         buildings
Syracuse, NY 13214

KeyCorp Leasing             Buildings                   $150,000

US BankCorp.                Custom applicators          $150,000

Monsanto Co.                                             $60,000

C&B Farm Supply             Unspecified collateral       $35,000

Textron Financial                                        $28,000


BELL CANADA: Discloses Q4 Results and Restructuring Update
----------------------------------------------------------
Bell Canada International Inc. (TSX:BI) reports:

-- Canbras completes the sale of all of its operations in Brazil
-- Prepayment of Axtel Notes
-- Vesper loan guarantees settled
-- Shareholders class action lawsuits dismissed

As a result of the adoption on July 17, 2002 of BCI's Plan of
Arrangement, BCI's consolidated financial statements for the
fourth quarter of 2003 reflect only the activities of BCI as a
holding company. BCI's 75.6% interest in Canbras Communications
Corp. is recorded under Investments on the balance sheet at $15
million, being the lower of its carrying value and estimated net
realizable value. Canbras' operating results are not reflected on
BCI's consolidated statements of earnings.

                     Fourth Quarter Results

As at December 31, 2003, BCI's shareholders' equity was $225.7
million, up by $16.5 million from the third quarter of 2003. This
increase was mainly as a result of a gain of $ 10.4 million on the
Vesper loan guarantees settlement, a gain of $9.8 million on
collection of the Axtel S.A de C.V. long term note and interest
income of $2.8 million partially offset by interest expense of
$4.6 million on the BCI's 11% senior unsecured notes and
administrative expenses of $2.0 million.

In the second quarter of 2003, BCI recorded a provision for the
Vesper loan guarantees of $27.3 million (US$ 20.2 million).
Pursuant to an agreement concluded on December 2, 2003, BCI paid
US$ 12 million in consideration for the absolute release of its
obligation under such guarantees and as a result BCI recorded a
gain of $10.4 million in the fourth quarter of 2003.

Also during the quarter, BCI received US$ 8.6 million in
connection with the prepayment by Axtel of two promissory notes
held by BCI: a US$ 1.2 million face value note due December 31,
2003 (the "Short-Term Note"), and a US$ 9.4 million face value
note due in the second quarter of 2006 (the "Long-Term Note").
These notes were originally issued pursuant to the Axtel
transaction announced on March 27, 2003. At that time, the Short-
Term Note was recorded at its face value while the Long-Term Note
was recorded at zero fair value. As a result of these prepayments,
BCI recorded in the fourth quarter a gain of $ 9.8 million.

BCI's cash and temporary investments as at December 31, 2003 were
$384.6 million representing approximately 94% of the company's
total assets. The yield on the average investment portfolio in the
quarter was approximately 2.9%.

Total liabilities of $182.4 million include BCI's 11% senior
unsecured notes due September 2004 in the amount of $160 million.
Accrued liabilities were $22.4 million at the end of the fourth
quarter of 2003, up $4.7 million from the third quarter of 2003
mainly as a result of accrued interest on BCI's 11% notes.

The estimated future net assets of BCI at December 31, 2004 are
$217.1 million. The only difference between shareholders equity on
the consolidated balance sheet at December 31, 2003 and the
estimated future net assets at December 31, 2004 is the deduction
of future net costs from January 1, 2004 to December 31, 2004.
Such future net costs are estimated at approximately $8.6 million
comprising interest expense to September 29, 2004 on the 11%
senior unsecured notes of approximately $13.8 million, interest
income of approximately $8.4 million, operating costs of
approximately $9.2 million and an amount of approximately $6.0
million in excess of current carrying value that BCI expects to
receive on its investment in Canbras. These future net costs
exclude any amounts that may be required to settle contingent
liabilities such as lawsuits. To the extent BCI has not completed
its Plan of Arrangement by the end of 2004, interest income in
2005 may not be sufficient to cover operating expenses estimated
at approximately $2 million per quarter. The extent of any
shortfall would be dependent on a number of factors, including the
level of interest rates and BCI's cash balances at the time.

The estimated future net assets of BCI at December 31, 2004 of
$217.1 million are up $23.0 million from the estimates prepared at
September 30, 2003. The increase is mainly the result of gains in
the fourth quarter of 2003 on the Vesper loan guarantees
settlement and the collection of the Axtel Long-Term Note and, in
2004, the expected gain on Canbras partially offset by increased
administrative expenses and lower interest income than previously
expected.

Earnings for the fourth quarter were $16.5 million, or $0.41 per
share.

                 Update on Remaining Investments

On December 24, 2003, Canbras announced the completion of the sale
of all of its broadband communications operations in Brazil to
Horizon Cablevision do Brasil S.A., pursuant to the agreement
entered into by the parties in October 2003.

Canbras received gross proceeds of $32.6 million, comprised of
$22.168 million in cash and a one year promissory note bearing
interest at 10% in the original principal amount of $10.432
million (subject to reduction in the event indemnification
obligations of Canbras arise under the terms of the sale
transaction).

BCI expects to receive in 2004 its proportionate share of the net
proceeds to be distributed by Canbras, currently estimated to be
approximately $21 million assuming the full repayment of the one-
year note.

                Plan of Arrangement Update

On January 5, 2004, the Ontario Superior Court of Justice granted
motions brought by BCI and BCE Inc. to dismiss each of the $1
billion lawsuits filed respectively by Mr. Wilfred Shaw and Mr.
Cameron Gillespie, both common shareholders of BCI, against BCI
and BCE Inc. The Court dismissed both lawsuits on the grounds that
the actions abused the process of the Court and disclosed no
reasonable cause of action, and ordered that neither plaintiff may
amend his statement of claim to again bring these suits before the
Court. The Court's decision is subject to appeal by the plaintiffs
to the Ontario Court of Appeal.

On January 8, 2004, BCI filed the necessary documentation with the
Securities Exchange Commission to cease being, with immediate
effect, a reporting issuer in the United States. This follows the
Corporation's de-listing of its common shares from the NASDAQ
National Market on December 31, 2003.

On January 27, 2004, the Court approved a claims determination
procedure for BCI setting out a process for the adjudication of
the claims filed against BCI in connection with the claims
identification process completed on September 30, 2003.

BCI is operating under a court supervised Plan of Arrangement,
pursuant to which BCI intends to monetize its assets in an orderly
fashion and resolve outstanding claims against it in an
expeditious manner with the ultimate objective of distributing the
net proceeds to its shareholders and dissolving the company. BCI
is listed on the Toronto Stock Exchange under the symbol BI. Visit
http://www.bci.ca/.


BETHLEHEM STEEL: Court Grants Nod for NY Environmental Settlement
-----------------------------------------------------------------
The New York State Department of Environmental Conservation filed
proofs of claim on September 26, 2002, asserting liability
against the Bethlehem Steel Debtors.

On May 7, 2003, ISG purchased the Debtors' Lackawanna facility
and, under the Asset Purchase Agreement, ISG assumed all
liabilities and obligations relating to the Lackawanna facility
arising under any environmental law, except certain specifically
excluded liabilities under the Asset Purchase Agreement that are
not relevant.

Consequently, the Debtors asked and obtained permission from the
Court to enter into a settlement agreement to expedite resolution
of the dispute and avoid prolonged and complicated litigation.

The Settlement Agreement:

   -- applies to and is binding upon, and will inure to the
      benefit of the New York DEC, the Debtors, and the Debtors'
      legal successors and assigns, and any trustee, liquidating
      trustee, examiner or receiver appointed in the Debtors'
      cases.  The Settlement Agreement does not affect or impair
      any claim of the New York DEC against ISG, including its
      subsidiaries, affiliates, successors or assigns, for
      liability assumed by ISG, including its subsidiaries,
      affiliates, successors or assigns, pursuant to the Asset
      Purchase Agreement or pursuant to ISG's independent status
      as an owner or operator of the Lackawanna facility, or as a
      generator or transporter of hazardous substances or
      hazardous wastes; and

   -- does not and will not be construed as affecting, impairing,
      or addressing any other claim that the State of New York,
      its agencies, or any other New York state governmental
      entity may have against the Debtors or any other person.

                     Withdrawal of Claims

The New York DEC withdraws its claims against the Debtors relating
to the Lackawanna facility that have been assumed by ISG, except
that it does not withdraw its Penalty Claims.

Nothing in the Settlement Agreement will relieve:

   -- ISG, including its affiliates, subsidiaries, successors,
      and assigns, from its duty to comply with all obligations
      under environmental laws, and the obligations will not be
      impaired, affected by, diminished, offset, or otherwise
      diminished or altered by the Settlement Agreement or by
      confirmation of a plan of reorganization or dissolution.

      New York DEC withdraws its claims against the Debtors for
      any liability as a generator of chemicals delivered to the
      Booth Oil Site or to the Frontier Chemical Site;

   -- any other person or entity from any duty to comply with all
      obligations under environmental laws with respect to the
      Booth Oil Company Site or the Frontier Chemical Processing
      Company, Inc. Site, and the obligations will not be
      impaired, affected by, diminished, off-set, or otherwise
      diminished or altered by the Settlement Agreement or by
      confirmation of a plan of reorganization or dissolution; or

   -- offset, diminish, alter, or otherwise impair the liability
      of any other person or entity for any costs or damages
      incurred by New York DEC with respect to the Booth Oil
      Company Site or the Frontier Chemical Processing Company,
      Inc. Site.

                Allowance and Settlement of Claims

In settlement and satisfaction of the Penalty Claims asserted by
New York DEC in its September 26, 2002 proof of claim, except as
to those withdrawn claims, the Debtors agreed that New York DEC
will have a general unsecured claim for $2,000,000.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was the second-
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at
WEIL, GOTSHAL & MANGES LLP, represent the Debtors in their
restructuring, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  When the Debtors filed for protection from their
creditors, they listed $4,266,200,000 in total assets and
$4,420,000,000 in liabilities.  Bethlehem obtained confirmation of
a chapter 11 plan on October 22, 2003, which took effect on Dec.
31, 2003.  (Bethlehem Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BIO-RAD LAB: Releasing Q4 2003 Financial Results on February 12
---------------------------------------------------------------
Bio-Rad Laboratories, Inc. (AMEX: BIO; BIO.B) will report
financial results for the fourth quarter 2003 on Thursday,
February 12, 2004, after the close of the market. The
Company will discuss these results in a conference call scheduled
for 2:00 p.m. PT (5:00 p.m. ET) that day.

Interested parties can access the call by dialing 800-299-9086 (in
the U.S.), or 617-786-2903 (international), access number
90302867. The live web cast can be accessed at http://www.bio-
rad.com . A replay of the call will be available at 888-286-8010
(in the U.S.), or 617-801-6888 (international), access number
17206610, for seven days following the call and the web cast can
be accessed at http://www.bio-rad.comfor 30 days.

Bio-Rad Laboratories, Inc. (S&P, BB+ Corporate Credit Rating,
Stable Outlook) -- http://www.bio-rad.com-- is a multinational
manufacturer and distributor of life science research products and
clinical diagnostics. It is based in Hercules, California, and
serves more than 70,000 research and industry customers worldwide
through a network of more than 30 wholly owned subsidiary offices.


CMS ENERGY: Declares Dividend On Convertible Preferred Stock
------------------------------------------------------------
The Board of Directors of CMS Energy (NYSE: CMS) has declared a
quarterly dividend on the Company's 4.50 percent cumulative
convertible preferred stock.

The dividend of $0.5375 per share is payable March 1, 2004 to
shareholders of record on Feb. 15, 2004.  The preferred stock was
issued Dec. 5, 2003, so the dividend covers less than a full
calendar quarter.

CMS Energy (Fitch, B- Preferred Share Rating, Stable Outlook) is
an integrated energy company, which has as its primary business
operations an electric and natural gas utility, natural gas
pipeline systems, and independent power generation.

For more information on CMS Energy, visit its Web site at
http://www.cmsenergy.com/


CONCENTRA OPERATING: Increases 4th Quarter Earnings Expectations
----------------------------------------------------------------
Concentra Operating Corporation announced that it anticipates
reporting revenue of approximately $269 million and consolidated
Adjusted Earnings Before Interest Taxes Depreciation and
Amortization ("Adjusted EBITDA") of $36 million for the quarter
ended December 31, 2003. This would represent an approximate
increase of 8% in revenue and 30% in Adjusted EBITDA as compared
to the year-earlier period, and would bring Concentra's Adjusted
EBITDA for the full year to approximately $153 million. Concentra
computes Adjusted EBITDA in the manner prescribed by its bond
indentures. A reconciliation of Adjusted EBITDA to net income is
provided within this press release.

Concentra stated that fourth quarter results were aided by a 4.8%
increase in same-center visits to its Health Centers and the
continued benefit of new customer growth in its Network Services
segment. The Company also indicated that revenue trends in its
Care Management business continue to show declines from the year-
earlier period.

The Company currently intends to issue its formal press release
regarding fourth quarter earnings on February 11th and to hold its
conference call concerning its financial results at 9:00 a.m. EST
on February 12th. However, to enable executives from the Company
to present updated information at the JP Morgan Annual High Yield
Conference in New Orleans on Tuesday, February 3rd, the Company
has elected to make its preliminary expectations of financial
results available to the public. The presentation being provided
to investors at the conference and the Company's conference call
will be made available on the Company's website at
http://www.concentra.com/.

Due in part to its strong operating results, an improvement of its
Days Sales Outstanding to a historic low of 58 days and its
seasonally strong fourth quarter operating cash flows, Concentra
estimates that it produced roughly $113 million in operating cash
flows during 2003. The Company also stated that it expended
approximately $30 million for capital expenditures during 2003 and
that it had approximately $43 million in cash and investments at
the close of the year. Concentra stated that the preliminary
results contained in this press release are all individually
subject to material change pending the completion of the Company's
annual review and external audit of financial results.

Concentra Operating Corporation (S&P, B+ Corporate Credit Rating,
Negative), headquartered in Addison, Texas, the successor to and a
wholly owned subsidiary of Concentra Inc., provides services
designed to contain healthcare and disability costs and serves the
occupational, auto and group healthcare markets.


CONSOL ENERGY: Declares Quarterly Dividend of $0.14 per Share
-------------------------------------------------------------
CONSOL Energy Inc.'s (NYSE: CNX) Board of Directors declared a
regular quarterly dividend of $0.14 per share, payable on February
27, 2004, to shareholders of record February 10, 2004.

CONSOL Energy Inc. (S&P, BB- Corporate Credit Rating, Negative)is
the largest producer of high-Btu bituminous coal in the United
States. CONSOL Energy has 19 bituminous coal mining complexes in
seven states. In addition, the company is one of the largest U.S.
producers of coalbed methane with daily gas production of
approximately 146.2 million cubic feet from wells in Pennsylvania,
Virginia and West Virginia. The company also has a joint-venture
company to produce natural gas in Virginia and Tennessee, and the
company produces electricity from coalbed methane at a joint-
venture generating facility in Virginia.

CONSOL Energy Inc. has annual revenues of $2.2 billion. It
received the U.S. Department of the Interior's Office of Surface
Mining National Award for Excellence in Surface Mining for the
company's innovative reclamation practices in 2002 and 2003. Also
in 2003, the company was listed in Information Week magazine's
"Information Week 500" list for its information technology
operations. In 2002, the company received a U.S. Environmental
Protection Agency Climate Protection Award. Additional information
about the company can be found at its web site:
http://www.consolenergy.com/.


COVANTA ENERGY: Obtains Nod for Babylon Settlement Agreement
------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates seek the
Court's authority to enter into certain compromises and amend
existing contractual arrangements with the Town of Babylon, which
resolves all of Babylon's claims against the Debtors that relate
to Debtor Covanta Babylon Inc.'s waste-to energy facility located
in West Babylon, New York.

Pursuant to a Service Agreement between Covanta Babylon and
Babylon, amended and restated on August 1, 1995, Covanta Babylon
accepts and combusts certain of Babylon's municipal solid waste
to generate energy, which is then sold to the Long Island Power
Authority.  In return for accepting and processing the waste,
Babylon pays Covanta Babylon certain fees, including an Operating
and Management Fee.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, recalls that on August 9, 2002, Babylon filed a Proof
of Claim against Debtor Ogden New York Services, Inc., alleging
$13,374,539 in damages for unspecified breaches of the Service
Agreement.  Pursuant to Section 502 of the Bankruptcy Code and
Rule 3007 of the Federal Rules of Bankruptcy Procedure, the
Debtors objected to the Claim.  Numerous proceedings concerning
the appropriate forum for the resolution of the Parties' dispute
ensued.

On May 22, 2003, the Parties agreed to submit all of the disputes
between them to the jurisdiction of the Bankruptcy Court in a
bifurcated claims resolution process in which issues of liability
would be decided first, followed by, if necessary, determination
of damages in a subsequent hearing.  Pursuant to that agreement,
Babylon filed an amended claim with the Court.  The Amended Claim
sets forth seven claims alleging that:

   (i) Covanta Babylon improperly calculated its processing
       obligations under the Service Agreement by adjusting
       the obligations according to the higher heating value
       of the waste received from Babylon;

  (ii) Covanta Babylon improperly applied provisions of the
       Service Agreement to reduce its processing obligations in
       connection with periods of scheduled maintenance and
       downtime;

(iii) Babylon must not bear the cost of certain additional
       fees relating to a Swap Agreement arising out of the 1995
       refinancing of the Facility allegedly caused by Covanta
       Babylon's bankruptcy filing;

  (iv) Babylon must not bear the cost of certain additional fees
       relating to a Liquidity Guaranty arising from the 1995
       refinancing of the Facility allegedly caused by Covanta
       Babylon's bankruptcy filing;

   (v) Covanta Babylon has unjustifiably refused to accept yard
       waste at the Facility;

  (vi) Covanta Babylon was responsible for damages arising out of
       the rupture of a cooling line in January 2002; and

(vii) Covanta Energy Corp. was jointly liable with Covanta
       Babylon for those claims.

Mr. Bromley notes that out of the seven claims, the primary
dispute between the Parties was Babylon's Processing Claim that
the Service Agreement required Covanta Babylon to process or
dispose of 225,000 scale tons of Babylon's municipal waste per
year.  "Scale tons" equal the number of actual tons of waste as
measured strictly by a scale.  On the other hand, Covanta Babylon
claimed that its obligations to process waste were to be measured
in "reference tons," which are scale tons of waste adjusted for
the HHV of the waste.

Subsequently, the Debtors objected to the Amended Claim,
asserting that:

   (i) Covanta Babylon utilized the proper method to calculate
       its processing obligations under the Service Agreement;

  (ii) The Parties' 13-year history of performance under the
       Service Agreement, at least until 2000, was consistent
       with Covanta Babylon's interpretation;

(iii) Babylon accepted all risk associated with the refinancing
       of the Facility in 1995; and

  (iv) Covanta Babylon had no contractual obligation to, and was,
       in fact, prohibited from, accepting yard waste at the
       Facility.

To avoid the continued expense and uncertainty of litigation and
to facilitate a consensual settlement, the Parties entered into a
Memorandum of Understanding, subject to definitive documentation.
The salient terms of the MOU are:

A. The Service Agreement will be amended to provide that Covanta
   Babylon's processing obligations will be measured exclusively
   in scale tons, not "reference tons."  The amendment will:

     (a) replace the concept "Weekly Guaranteed Facility
         Capacity" with a new concept titled "Weekly Expected
         Facility Capacity," which will be 4,123.29 scale tons of
         waste accepted at the Facility; and

     (b) replace the concept "Yearly Guaranteed Facility
         Capacity" with a new concept titled "Yearly Expected
         Facility Capacity," which will be 215,000 scale tons of
         waste accepted at the Facility per year.

   These amendments are a compromise resolving the competing
   interpretations underlying Babylon's Processing Claim;

B. The Parties agree that if Covanta Babylon processes waste
   provided by Babylon in excess of the Yearly Expected Facility
   Capacity, Babylon will pay Covanta Babylon:

     (a) $62 per scale ton of waste processed in excess of
         215,000 scale tons but less than 225,000 scale tons;
         and

     (b) $20 per scale ton of waste processed in excess of
         225,000 scale tons.

   These rates will be subject to escalation pursuant to the
   Service Agreement beginning in contract year 2005;

C. While Covanta Babylon's obligations will be measured in
   "scale tons," at the end of each contract year, the Parties
   will meet in good faith to determine the average HHV of the
   waste during the year to prospectively adjust Covanta
   Babylon's obligations under the amended Service Agreement in
   the succeeding year if the average annual HHV is less than
   4,100 BTU/lb or more than 5,200 BTU/lb.  There will be no HHV
   adjustment if the average HHV is more than 4,100 BTU/lb but
   less than 5,200 BTU/lb.  There also will be no adjustment to
   Covanta Babylon's obligations for contract year 2004.  The
   adjustments will commence for contract year 2005;

D. There will be no adjustment to the Weekly Expected Processing
   Capacity for scheduled or unscheduled maintenance or downtime;

E. Covanta Babylon will have rejection rights based on certain
   threshold levels of the waste in the storage pit and the
   Weekly Expected Facility Capacity;

F. The annual base O&M Fee will be reduced by $620,000 beginning
   January 1, 2004, which will be escalated annually in
   accordance with the Service Agreement beginning in contract
   year 2005;

G. Upon consummation of the MOU and Court approval of the
   consummation, Covanta Babylon will pay Babylon $2,700,000 in
   cash in full and complete satisfaction of Babylon's
   administrative claims;

H. The Parties will execute mutual releases, including for the
   yard waste claim, in favor of each other.  Babylon will
   release all prepetition claims and administrative claims
   against Covanta Babylon and its affiliates.  Upon consummation
   of the MOU transactions, Babylon's claim will be deemed
   withdrawn with prejudice.  Covanta Babylon will file a notice
   of the occurrence of the Closing.  No later than five days
   after the filing of the notice of the Closing, Babylon will
   file a notice of withdrawal with prejudice of the Amended
   Claim with the Court;

I. With respect to the increased fees and costs incurred under
   the Swap Agreement and the Liquidity Guaranty resulting from
   Covanta Babylon's bankruptcy filing, the Parties will share
   the costs.

      (a) Covanta Babylon will be responsible for all Liquidity
          Guaranty costs through April 1, 2004, provided that
          Covanta Babylon's liability for the costs until
          December 31, 2003 is included in the Cash Payment.

      (b) After April 1, 2004 or the confirmation date of Covanta
          Babylon's Plan of Reorganization, the Parties will
          equally share the cost of the Liquidity Guaranty in
          excess of 25 basis points.

      (c) Covanta Babylon will be responsible for all increased
          interest expense under the Swap Agreement until the
          time that the rate is removed from the Alternative
          Floating Rate Determination under the Swap Agreement,
          provided that Covanta Babylon's liability for the costs
          until November 1, 2003 is included in the Cash Payment;

J. The in-house energy use guarantee and the Operating Energy
   Efficiency Guarantee will be adjusted to reflect the use of
   the electric feed pump, which will allow Covanta Babylon to
   use a more efficient pump at no increased cost to the Debtors;
   and

K. The Parties will pursue in good faith the possibility of
   expanding the Facility to add a third boiler, provided it is
   beneficial to both parties.

At the Debtors' request, the Court approves the MOU with Babylon.

Mr. Bromley points out that consummation of the transactions
would lead to the discontinuance with prejudice of the dispute
between the Parties before the Court.  Furthermore, the MOU
clarifies the Parties' ongoing obligations under a long-term
service contract and represents a fair settlement of all
outstanding claims or potential claims that exist between the
Debtors and Babylon. (Covanta Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CROWN CASTLE: Declares Quarterly Preferred Stock Dividend
---------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) announced that the
quarterly dividend on its 6.25% Convertible Preferred Stock will
be paid on February 17, 2004 to holders of record on February 1,
2004 in shares of the Company's common stock at a rate of 66.387
shares of common stock per 1,000 shares of Preferred Stock.

Contact regarding Dividend Payments: Patti Knight, Mellon Investor
Services at 214-922-4420.

Crown Castle International Corp. (S&P, B- Corporate Credit Rating,
Stable Outlook) engineers, deploys, owns and operates
technologically advanced shared wireless infrastructure, including
extensive networks of towers and rooftops as well as analog and
digital audio and television broadcast transmission systems.  The
Company offers near-universal broadcast coverage in the United
Kingdom and significant wireless communications coverage to 68 of
the top 100 United States markets, to more than 95 percent of the
UK population and to more than 92 percent of the
Australian population.  The Company owns, operates and manages
over 15,500 wireless communication sites internationally.  For
more information on Crown Castle visit: http://www.crowncastle.com


CWMBS INC: Fitch Rates Series 2004-J1 Cl. B-3 & B-4 Notes at BB/B
-----------------------------------------------------------------
CWMBS, Inc.'s $162.7 million mortgage pass-through certificates,
series 2004-J1, CHL Mortgage Pass-Through Trust 2004-J1 classes 1-
A-1, 1-X, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-X, 3-A-1, 3-X, PO
and A-R (senior certificates) are rated 'AAA' by Fitch Ratings. In
addition, Fitch rates the following classes:

        -- $990,000 class M 'AA';

        -- $413,000 class B-1 'A';

        -- $330,000 class B-2 'BBB';

        -- $165,000 privately offered class B-3 'BB';

        -- $165,000 privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 1.35%
subordination provided by the 0.60% class M, 0.25% class B-1,
0.20% class B-2, 0.10% class B-3, 0.10% class B-4 and 0.10% class
B-5 (not rated by Fitch). Fitch believes the above credit
enhancement will be adequate to support mortgagor defaults as well
as bankruptcy, fraud and special hazard losses in limited amounts.
In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures and the master servicing capabilities of
Countrywide Home Loans Servicing LP, a direct wholly owned
subsidiary of Countrywide Home Loans, Inc.. Countrywide Servicing
is rated an 'RMS2+' for master servicing and 'RPS1' for primary
servicing by Fitch.

The certificates represent ownership in a trust fund, which
consists primarily of 3 separate mortgage loan groups. Each of the
Classes 1-A-1, 1-X, PO-1 Component and A-R (the Group 1 senior
certificates), the Classes 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, and
2-X (the Group 2 senior certificates), and the Classes 3-A-1, 3-X
and PO-3 Component (the Group 3 senior certificates) will receive
interest and/or principal from its respective mortgage loan group.
In certain very limited circumstances relating to a pool's
experiencing either rapid prepayments or disproportionately high
realized losses, principal and interest collected from the other
pools may be applied to pay principal or interest, or both, to the
senior certificates of the pool experiencing such conditions. The
subordinate certificates will be cross-collateralized and will
receive interest and/or principal from available funds collected
in the aggregate from all mortgage pools.

The Group 1 senior certificates are collateralized primarily by a
pool of conventional, fully amortizing, mostly 15-year fixed-rate,
mortgage loans secured by first liens on one-to four-family
residential properties. As of the cut-off date (Jan. 1, 2004), the
aggregate pool balance of Group 1 totaled $42,645,504. The
weighted-average original loan-to-value ratio (OLTV) of Loan Group
1 was 60.81%. Cash-out and rate/term refinance loans represent
29.54% and 57.50% of the mortgage pool, respectively. Second homes
account for 3.13% of the pool. The average loan balance is
$468,632. The weighted average FICO credit score is approximately
732. The three states that represent the largest portion of
mortgage loans are California (19.69%), Florida (9.74%) and
Michigan (7.51%).

The Group 2 senior certificates are collateralized primarily by a
pool of conventional, fully amortizing, mostly 15-year fixed-rate,
mortgage loans secured by first liens on one-to four-family
residential properties. As of the cut-off date, the aggregate pool
balance of Group 2 totaled $101,005,908. The weighted-average
original loan-to-value ratio of Loan Group 2 was 61.18%. Cash-out
and rate/term refinance loans represent 23.18% and 64.62% of the
mortgage pool, respectively. Second homes account for 9.67% of the
pool. The average loan balance is $485,605. The weighted average
FICO credit score is approximately 739. The three states that
represent the largest portion of mortgage loans are California
(27.12%), Texas (8.30%) and New Jersey (5.56%).

The Group 3 senior certificates are collateralized primarily by a
pool of conventional, fully amortizing, 20-year fixed-rate,
mortgage loans secured by first liens on one-to four-family
residential properties. As of the cut-off date, the aggregate pool
balance of Group 3 totaled $21,319,267. The weighted-average
original loan-to-value ratio (OLTV) of Loan Group 3 was 66.68%.
Cash-out and rate/term refinance loans represent 25.95% and 58.51%
of the mortgage pool, respectively. Group 3 is 100% owner
occupied. The average loan balance is $394,801. The weighted
average FICO credit score is 735. The three states that represent
the largest portion of mortgage loans are California (48.17%), New
York (10.76%) and New Jersey (10.42%).

Countrywide Servicing will directly service approximately 82.54%,
72.41%, and 100% of the mortgage loans in loan groups 1, 2 and 3,
respectively. National City Mortgage Co. (rated RPS3+ by Fitch)
will directly service approximately 17.46% and 27.59% of the
mortgage loans in loan groups 1 and 2, respectively.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. For federal income
tax purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits. The Bank of New
York will act as trustee.


DII INDUSTRIES: Wants Lease Decision Time Stretched to May 12
-------------------------------------------------------------
Section 365(d)(4) of the Bankruptcy Code requires the DII
Industries Debtors to make final determinations regarding the
assumption or rejection of all their leases within 60 days of the
Petition Date.

Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, in
Pittsburgh, Pennsylvania, tells the Court that as of the Petition
Date, the Debtors are party to 31 unexpired non-residential real
property leases:

Lessor                             Property Description
------                             --------------------
12th Street Associates, LLC        Project Office 9
                                   South Street
                                   Richmond, Virginia

2503 Del Prado LLC                 Project Office
                                   Cape Coral, Florida

Albert J Dwoskin, Trustee          Office Space
                                   5834-D North
                                   Kings Hwy No.18
                                   Alexandria, Virginia

Alexander Puglia Trust Estate      Temporary Corporate Housing

Ampco System Parking               10 unreserved parking spaces

AP-Ming Commerce Center            Office Space
                                   5500 Ming Ste. 228
                                   Bakersfield, California

Bel Air Investments                Office Space-Mobile

Bob Horn                           Coalfields Expressway

BP 270 II LLC                      Office Space
                                   Germantown, Maryland

Brandywine Operating               St. Brides Project Office
Partnership                        300 Arboretum Place
                                   Richmond, Virginia

Catholic Healthcare West           Office Space
                                   790 E. Colorado Blvd.,
                                   6th Floor

Central Parking Systems            Parking Rent for
                                   116 Parking Spaces
                                   1550 Wilson Blvd.
                                   Arlington, Virginia

City of Houston,                   Project Office - IAH
Dept of Aviation

Cypress Communications LLC         Office Space
                                   1525 Wilson Blvd, 2nd Floor
                                   Arlington, Virginia

D2P Joint Venture                  Office Space
                                   7th Floor
                                   1550 Wilson Blvd.

Dresser Cullen Venture             Office Space
                                   601 Jefferson
                                   Houston, Texas

Dresser Inc. - Meters              Office Space
                                   2135 Hwy 6
                                   Houston, Texas

Foxworth Real Estate Co. Ltd.      Personnel Office
                                   1310 Pennsylvania
                                   Beaumont, Texas

Gaithersburg Storagehouse          Storage Rental No.478

Greenville Centennial Ltd          Office Space
                                   Richardson, Texas

Horn's Auto & Truck Parts          Apt. Lease (for Jim Kelly)
                                   Rt. 83 Slate Creek No. 2B
                                   Grundy, Virginia

Landmark Graphics                  Project Office
                                   16155 Park Row

Marvin Weniger                     Apt. Lease
                                   (for temporary housing)
                                   1111 Arlington Blvd. No.340
                                   Arlington, Virginia

Oak Lawn Design Partners LP        Dallas Regional Office
                                   144 Oak Lawn, Ste 100
                                   Dallas, Texas

T. L. Smith Heirs Trust            Manor Lake Facility

TCP Parc Centre One Partners LP    Office Space
                                   9950 Westpark

Town & Country Rentals             Project Office
                                   128 & 130 North Second St.

Trizechahn Office Properties       Office Space
                                   500 Jefferson
                                   Houston, Texas

Trizechahn Regional Pooling LLC    Office Space
                                   1550 Wilson Blvd.
                                   Arlington, Virginia

Trizechahn Rosslyn South LLP       Storage Rental B2-10
                                   1901 N Ft Myer Dr.
                                   Arlington, Virginia

Marjorie Beale                     Apt. Lease
                                   (for Chris Heinrich,
                                   KBR Assoc. General Counsel)
                                   4376 N. Pershing Dr.
                                   Arlington, Virginia

Mr. Moser notes that the Debtors' Plan and Disclosure Statement
provide for the assumption of all their executory agreements and
leases.  Pending the assumptions, the Debtors have been and will
continue to be in full compliance with all the Lease terms
including the payment of rent and other charges as and when due
under each of the 31 Leases.

Though the Debtors are confident the Plan will be confirmed,
prudence dictates that the Leases not be expressly assumed prior
to the Confirmation Date to avoid any possibility of creating
unnecessary administration expenses for their Estates.

The Leases pertain to wide-ranging segments of the Debtors' vast
business operations.  Given the importance of these Leases to the
continued operations of the Debtors, it would not be prudent to
assume the Leases until it is finally determined that the Plan
will be confirmed.  Absent an extension of the Lease Decision
Deadline, the Debtors may be forced to prematurely assume the
Leases, which could lead to possible unnecessary administrative
claims against their estates.

Consequently, the Debtors ask the Court to extend the time within
which they may assume or reject the Leases to the later of
May 12, 2004, or such date as the Plan may be confirmed, but in
no case later than June 18, 2004.

Section 365(d)(4) of the Bankruptcy Code provides, in pertinent
part, that:

     "[I]f the trustee does not assume or reject an unexpired
     lease of nonresidential real property under which the debtor
     is a lessee within 60 days after the date of the order for
     relief, or within such additional time as the court, for
     cause, within such 60-day period, fixes, then such lease is
     deemed rejected, and the trustee shall immediately surrender
     such nonresidential real property to the lessor."

Furthermore, Mr. Moser assures the Court that none of the lessors
will suffer if the Debtors' time to assume or reject the Leases
is extended since they will continue to timely perform all their
postpetition obligations under the Leases before their
assumption.  Any lessor may request that the Court fix an earlier
date by which the Debtors must assume or reject its unexpired
lease in accordance with Section 365(d)(4).

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DLJ COMM'L: S&P Downgrades Ratings on Three 2000-CF1 Note Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates issued by
DLJ Commercial Mortgage Trust 2000-CF1. At the same time, ratings
are affirmed on 10 other classes from the same series.

The lowered ratings reflect a potential loss on the one real
estate owned property ($1.07 million, or 0.12% of loan pool) and
11 delinquent loans ($33.23 million, 3.86%), which include the
eighth-largest loan in the mortgage loan pool.

The affirmed ratings reflect the improved operating performance of
the mortgage loan pool (year-end 2002 debt service coverage (DSC)
of 1.50x, compared to 1.32x at issuance). As of January 2004,
there are cumulative appraisal reductions on three loans that
total $126,780, as well as accrued interest shortfall totaling
$124,172. To date, cumulative realized losses total $167,973.

The largest of the delinquent loans (the aforementioned eighth-
largest loan) is secured by five multifamily properties that are
cross-collateralized and cross-defaulted ($28.83 million, 3.35%).
the January 2004 remittance report inadvertently reported only
four of the five properties to be 30-days delinquent. There is a
cumulative total of 1,038 units in Texas (three in Houston MSA,
one in Dallas MSA, and one in Fort Worth MSA). The cumulative
year-end 2002 weighted average DSC was 1.03x with an average
property occupancy of 88%. The cumulative six-months DSC (ending
June 2003) was 0.94x with an average property occupancy of
90%, which is a result of softness in the markets, increased
expenses, and the borrowers offering rent concessions to increase
occupancy levels.

The one REO property (since March 2003) is a 44-unit multifamily
complex, built in 1964,in Donelson, Tennessee (10 miles east of
Nashville). The special servicer, GMAC Commercial Mortgage,
indicated that the property has been listed for sale since July
2003; the current list price is $1.2 million. A few units are
being renovated even though the property continues to be marketed
for sale. In December 2003, the property occupancy was 77% with a
negative net operating income.

One of the four 90-plus-days delinquent loans (with a balance of
$2.7 million, 0.32%) was recently reinstated, and the other three
loans ($2.78 million, 0.32%) are secured by multifamily properties
in Austin, Texas. GMACCM is discussing workout options with two of
the borrowers; however, one borrower, with the smallest loan
balance (of $380,000), has not been cooperative, and GMACCM
reported that the property is in poor condition. The other two
multifamily properties ((totaling $2.40 million) recently reported
a decline in occupancy to approximately 60%. Reis reported a
third-quarter 2003 submarket vacancy for Austin of 11.3%, higher
than the U.S. apartment vacancy of 6.3%.

One of the two 60-days delinquent loans ($2.82 million, 0.33%) was
also recently reinstated. The other loan ($958,000, 0.11%) is
secured by a 60-unit multifamily complex (built in 1964) in
Houston. The year-end 2002 DSC ratio was 0.12x. GMACCM is
discussing workout options with the borrower.

As of January 2004, the master servicer, Midland Loan Services
Inc., placed 16 loans ($146.44 million, 17.03% of the loan pool)
on its watchlist for various reasons; only six loans ($13.3
million, 1.55%) are on the watchlist because of DSC levels that
are below 1.0x. The 10th-largest loan ($25.81 million, 1.8%),
secured by a 229,324-sq.-ft. shopping center in West Covina,
Calif., is on Midland's watchlist due to Circuit City vacating,
which resulted in an occupancy decline to 77% from 93% at
issuance, and a decline in DSC to 1.05x from 1.22x.

The January 2004 loan pool balance was $860.72 million with 131
loans, down from $886.24 million at issuance. The mortgage loan
pool is nearly the same as at issuance. The property types with
concentrations in excess of 10% are office (34%), multifamily
(28%), and retail (27%). The properties are concentrated in
California (26% of loan pool balance), Texas (10%), and New York
(10%), while the other properties are located in 28 states (no
state has concentration is in excess of 6.8%).

Standard & Poor's stressed the specially serviced loans and
watchlist loans in its analysis, and the stressed credit
enhancement levels adequately support the rating actions.

                    RATINGS LOWERED

        DLJ Commercial Mortgage Trust 2000-CF1
        Commercial mortgage pass-through certs

                    Rating
        Class   To           From   Credit Support (%)
        B-6     B            B+                  4.36
        B-7     B-           B                   3.33
        B-8     CCC+         B-                  2.30

                     RATINGS AFFIRMED

        DLJ Commercial Mortgage Trust 2000-CF1
        Commercial mortgage pass-through certs

        Class   Rating   Credit Support (%)
        A-1A    AAA                  25.98
        A-1B    AAA                  25.98
        A-2     AA                   20.83
        A-3     A                    16.45
        A-4     A-                   14.91
        B-1     BBB                  11.31
        B-2     BBB-                 10.02
        B-3     BB+                   6.42
        B-4     BB                    5.39
        B-5     BB-                   5.13
        S       AAAr                  0.00


DLJ MORTGAGE: S&P Takes Rating Actions on Series 1997-CF2 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
A-2, A-3, and B-2TB of DLJ Mortgage Acceptance Corp.'s commercial
mortgage pass-through certificates from series 1997-CF2. At the
same time, the ratings on classes B-3TB, B-3OC, and B-4 are
lowered and the ratings on classes A-1B, B-1, and B-2 are
affirmed, all from the same transaction.

The raised and affirmed ratings reflect credit support levels that
adequately support the raised ratings under various stress
scenarios. The lowered ratings reflect the risks posed by the
large amount of loans that are delinquent and in special
servicing.

As of January 2004, the trust collateral consisted of 111
commercial mortgages with an outstanding balance of $532.8
million, down 19.5% from $661.9 million at issuance. Pool losses
suffered to date total $1.386 million, or 0.21% of the pool (one
loan). The master servicer, ORIX Capital Markets LLC, reported
full-year 2002 net cash flow debt service coverage ratios for
88.6% of the pool. The Stone Container Corp. ('B+'/Stable) loans
do not have to report financials on a per property basis (just on
a company basis), as these 19 loans are recourse. One loan (2.35%
of the pool) has fully defeased. Excluding the Stone Container
loans and the defeased loan, Standard & Poor's calculated the
current weighted average DSCR for the pool to be 1.26x, down from
1.33x at issuance.

The current weighted average DSCR for the top 10 loans, which
comprise 27.3% of pool, declined to 1.31x, compared to 1.42x at
issuance. The third- and sixth-largest loans are specially
serviced and either report no DSCR or DSCR below 1.0x. This is
only somewhat offset by the improved DSCR for five of the top 10
loans.

At present, there are 12 loans with a current combined balance of
$86.2 million (16.2%), that are specially serviced by CRIIMI MAE
Services L.P., the special servicer for the transaction. Ten of
these loans, totaling $81.2 million (15.2%), are classified as 90-
plus days delinquent. Six of the loans are discussed below:

Half of the balance in special servicing is due to the Samoth
lodging portfolio, which has a combined balance of $44.8 million
(8.4%) and advances totaling approximately $5.12 million for a
total exposure of $49.95 million ($30,000 per room total
exposure). The five cross-collateralized and cross-defaulted loans
are secured by five lodging properties. Four hotels are located in
Florida, with three near Disney World in Kissimmee and one in
Orlando. The remaining loan, Four Points Riverwalk North, is
located in San Antonio, Texas. CRIIMI MAE plans to foreclose on
all properties within the next three months and then sell them.
Based on recent appraisals, losses are expected.

The Mercado Mediterranean Village has a current balance of $16.4
million (3.0%) and advances totaling approximately $2.88 million
for a total exposure of $19.34 million ($166/sq. ft.). It is
secured by a 116,327-sq.-ft. entertainment-oriented specialty
retail center in Orlando, Florida that was built in 1985. It is
anchored by the Titanic Exhibition and the Hard Rock Vault.  See
http://www.themercado.com/

The loan is 90-plus days delinquent and the borrower filed for
bankruptcy in June 2002. An appraisal completed in August 2003
valued the property as is at $13.6 million and stabilized (after
three years) at $17.5. The appraisal notes that the approximate 20
acres of land are worth a minimum of $10 million. Occupancy was
reported to be 85% as of June 2003, but the appraisal notes that
some tenants do not appear to be paying rents. Given the large
amount of advancing, a loss is expected upon disposition.

As for total servicer advancing for this transaction, ORIX stated
that it has an outstanding advance balance of $10.0 million to
date. ORIX has not declared any particular advances non-
recoverable, but it should be noted that such advances could be
reimbursed from the trust ahead of certificateholders if loan
liquidation proceeds do not cover such advances and thus cause
further interest shortfalls. This does not appear to be the case
at this time. Ongoing interest shortfalls, driven by the appraisal
reductions taken thus far, have caused interest shortfalls to
classes B-4, B-5, and C, and have resulted in the rating on class
B-4 to be lowered to D.

The current servicer's watchlist includes 26 loans totaling $123.2
million (23.1%). The largest loan on the watchlist, Park at
Lakeside, for $18.4 million (3.45%), is the second-largest loan in
the pool. It is secured by a 775-unit multifamily complex in
Houston, Texas and appears on the watchlist due to low DSCR.
Occupancy levels in the soft Houston apartment rental market
decreased to 77.94% (as of Sept. 30, 2003) from 85.8% in 2002,
resulting in a 1.08x NCF DSCR as of Sept. 30, 2003. The second-
largest loan on the watchlist, the Marriott Grande Butte Hotel,
for $11.5 million (2.2%), is secured by a 256-room all-inclusive
ski-in/ski-out Club Med resort. Club Med assumed the loan in 2001
and closed the property at that time for substantial renovations.
The property is open for the ski season from November to April and
offers ski vacation packages in Crested Butte, Colorado (about 230
miles from Denver in the Rocky Mountains). Performance for this
property has been improving and DSCR is expected to increase from
last year's ski season (0.43x for 2002-2003 season) when this ski
season's results are available. The resort is fully booked for
February. The third-largest loan on the watchlist, TJ Maxx
Plaza, for $8.3 million (1.56%), is secured by a 111,020-sq.-ft.
retail center in Manchester, New Hampshire. The re-letting of the
Service Merchandise space had depressed occupancy to 62%, but
current occupancy has increased to 96% (as of November 2003), as
new tenants have moved in. This is expected to improve the low
DSCR of 0.92x (as of Sept. 30, 2003). The average loan balance on
the watchlist is $4.74 million.

The pool has large geographic concentrations in Florida (16.15%),
Texas (15.7%), California (10.0%), Minnesota (8.8%), and Georgia
(7.4%). Significant collateral type concentrations include retail
(36.0%), multifamily (33.6%), and lodging (11.8%).

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans. The expected losses and resultant credit levels adequately
support the current rating actions.

                     RATINGS RAISED

        DLJ Mortgage Acceptance Corp.
        Commercial mortgage pass-thru certs series 1997-CF2

                   Rating
        Class    To        From      Credit Enhancement
        A-2      AAA       AA                    32.02%
        A-3      AA+       A                     23.32%
        B-2TB    BBB       BBB-                  13.61%

                     RATINGS LOWERED

        DLJ Mortgage Acceptance Corp.
        Commercial mortgage pass-thru certs series 1997-CF2

                   Rating
        Class    To        From   Credit Enhancement
        B-3TB    BB        BB+                10.87%
        B-3OC    CCC       B                  7.17%
        B-4      D         CCC-               3.44%

                     RATINGS AFFIRMED

        DLJ Mortgage Acceptance Corp.
        Commercial mortgage pass-thru certs series 1997-CF2

        Class     Rating   Credit Enhancement
        A-1B      AAA                 38.24%
        B-1       BBB                 16.48%
        B-2       BBB-                14.01%


DOW CORNING: Reports 2003 Sales and Profit Growth
-------------------------------------------------
Dow Corning Corp. reported consolidated net income of $40 million
for the fourth quarter of 2003, up 56 percent from the same
quarter of 2002, after excluding unusual expenses incurred in
2002.  For all of 2003, net income was $177 million, 25 percent
higher than 2002, after excluding unusual expenses incurred in
2002. Unusual expenses in 2002 consisted of restructuring costs
and a charge related to a change in a variable compensation
program.

Fourth-quarter 2003 sales were $778 million, 11 percent growth
compared to sales of $698 million in last year's fourth quarter.
For all of 2003, sales were $2.87 billion, a 10 percent increase
from sales of $2.61 billion last year.

"Sales and profit increases were enhanced by a broad range of
innovative technologies and solutions tailored to meet customers'
exact needs, by stronger foreign currencies, and by global
economic growth," said Dow Corning's chief financial officer, J.
Donald Sheets.

Dow Corning (http://www.dowcorning.com) provides performance-
enhancing solutions to serve the diverse needs of more than 25,000
customers worldwide.  A global leader in silicon-based technology
and innovation, offering more than 7,000 products and services,
Dow Corning is equally owned by The Dow Chemical Company (NYSE:
DOW) and Corning, Incorporated (NYSE: GLW).  More than half of
Dow Corning's annual sales are outside the United States.

Consolidated financial statements will be available on February 11
at http://www.dowcorning.comor by calling (989) 496-5436.

Dow Corning filed for chapter 11 protection on May 15, 1995
(Bankr. E.D. Mich. Case No. 95-20512), to resolve silicone
implant-related tort liability.  Judge Spector confirmed Dow
Corning's Plan of Reorganization in the bankruptcy court years
ago.  Judge Hood in the U.S. District Court for the Eastern
District of Michigan now presides over Dow Corning's chapter 11
cases.  Four appeals from the Dow Corning's bankruptcy cases
remain to be resolved in the District Court or by the United
States Court of Appeals for the Sixth Circuit.  Mr. Ellerbe notes
that this investment will have no impact on Dow Corning's ability
to perform its obligations under the confirmed Amended Joint Plan
of Reorganization.


EMERALD CASINO: Penn National Discloses Details of $506 Mil. Bid
----------------------------------------------------------------
Penn National Gaming, Inc. (Nasdaq: PENN) disclosed details of its
bid to purchase the bankrupt Emerald Casino Inc. and construct a
new casino that would be transferred to the State of Illinois at
opening and operated by Penn National in the Chicago suburb of
Rosemont.

According to the proposal submitted to the Illinois Gaming Board
on January 19, Penn National would acquire 100 percent of the
outstanding common stock of Emerald, which holds Illinois' tenth
casino license, by merging a wholly-owned Penn National Illinois
subsidiary into Emerald. Pursuant to Emerald's reorganization
plan, the bankruptcy estate would then pay $350 million to the
State of Illinois and $156 million to Emerald's creditors.

Following the completion of the merger and regulatory approval by
the Illinois Gaming Board, Penn National would construct a $255
million casino entertainment complex in Rosemont, including a 200-
room hotel.

Immediately prior to the opening of the Rosemont casino, Penn
National would transfer 100 percent of the merged entity
(comprised of Emerald's stock, the casino entertainment complex
and hotel and all other assets and liabilities) to the State of
Illinois for $1.00, with the proviso that at least 20 percent of
Emerald's stock be owned by qualified minority or female persons.
Penn National will initially lend the entity $711 million and will
contribute $50 million to pay the State, the creditors and to
develop the property. Penn National would develop and manage the
casino in return for 10 percent of its net revenues and an
incentive fee correlated to the excess benefit to the State of
owning the casino versus granting the license to a non-State
enterprise. The State and the minority shareholders would receive
100 percent of the balance of the defined income, which is
projected to yield in excess of $3 billion over 10 years.

Commenting on the legality of the proposal, Cezar M. Froelich of
the Illinois law firm Shefsky & Froelich Ltd., said, "The bid
complies with all aspects of the Illinois Riverboat Gambling Act."

Peter Carlino, Chairman and Chief Executive Officer of Penn
National Gaming commented, "We're confident our bid, if accepted,
would yield the state and Emerald's minority owners the largest
share of revenues. In fact, with this agreement in place, we
estimate the state could almost immediately borrow as much as $2
billion against future revenue streams from this project to
address its short term budget needs, and over the long term the
state will continue to receive significant and recurring new
revenues. We look forward to working cooperatively with the
Illinois Gaming Board in returning the long dormant tenth license
to the State."

The proposed Rosemont site is in close proximity to Chicago's
O'Hare International Airport, accessible from major freeways and
adjacent to Illinois' second-largest convention center, the
840,000 square-foot Rosemont Convention Center. Surrounding the
site are nearly 6,000 hotel rooms and a major entertainment
district that includes the 18,000-seat Allstate Arena and the
4,300-seat Rosemont Theatre.

Penn National Gaming (S&P, BB- Corporate Credit Rating, Stable)
owns and operates: three Hollywood Casino properties located in
Aurora, Illinois, Tunica, Mississippi and Shreveport, Louisiana;
Charles Town Races & Slots(TM) in Charles Town, West Virginia; two
Mississippi casinos, the Casino Magic - Bay St. Louis hotel,
casino, golf resort and marina in Bay St. Louis and the Boomtown
Biloxi casino in Biloxi; the Casino Rouge, a riverboat gaming
facility in Baton Rouge, Louisiana and the Bullwhackers casino
properties in Black Hawk, Colorado. Penn National also owns two
racetracks and eleven off-track wagering facilities in
Pennsylvania; the racetrack at Charles Town Races & Slots in West
Virginia; a 50% interest in the Pennwood Racing Inc. joint venture
which owns and operates Freehold Raceway in New Jersey; and
operates Casino Rama, a gaming facility located approximately 90
miles north of Toronto, Canada, pursuant to a management contract.


ENRON CORP: Asks SDNY Court to Enforce Stay on Reliant Energy
-------------------------------------------------------------
Enron North America Corporation, Enron Broadband Services, LP,
ENA Upstream Company, Enron Power Marketing, Inc. and Enron
Canada Corporation, on one hand, and Reliant Energy Services,
Inc. and Reliant Energy Services Canada, Ltd, on the other hand,
executed a Master Netting Agreement, effective November 8, 2001.

A master netting agreement functions to aggregate a series of
underlying master agreements between and among various parties
for the limited purpose of netting payments under the underlying
agreements.  Because the underlying master agreements cover
transactions among affiliated, but different, legal entities, the
mutuality required by the Bankruptcy Code and applicable common
law for set-off purposes would be lacking in the absence of a
master netting agreement.

The Reliant MNA provides the Enron Entities with the right to
"terminate, liquidate, setoff and apply Collateral . . . across
all of the Underlying Master Netting Agreements and to treat this
Agreement, the Underlying Master Netting Agreements and all
Transactions thereunder as a single agreement. . . ."  In
calculating the Settlement Amounts, all obligations owed by one
corporate family may be set off against amounts owed by the other
corporate family.

However, Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in
New York, points out that the Reliant MNA does not eviscerate or
replace the underlying master agreements.  Most importantly, it
does not provide that each member of each corporate family is
jointly and severally liable for the obligations of every other
family member.  It simply provides additional and expanded rules
for calculating the amounts due under each underlying agreement.
This means that the MNA allows Reliant Energy to reduce its debt
to Enron Canada based on amounts owed to Reliant Energy or its
affiliates by the Debtors, but Reliant Energy cannot impose a
debt on Enron Canada by shifting to it the amounts owed to
Reliant Energy by other Enron entities under other master
agreements.  To do so, the MNA would have to provide expressly
for joint and several liabilities or impose additional payment
obligations on any party.

                   Reliant's Payment Demands

On November 30, 2001, Ms. Gray reports, Reliant Energy informed
ENA that EPMI was in breach of an underlying agreement with it.
Thus, ENA, EBS, ENA Upstream, EPMI and Enron Canada were in
default under the MNA and as such, the Reliant Entities
designated December 6, 2001 as the effective date on which it
will exercise its rights in accordance with the MNA.  Prior to
the Effective Date, the Enron Entities, except for Enron Canada,
filed for Chapter 11 protection.

Nevertheless, on February 19, 2002, Reliant Energy served a
demand for payment on ENA, stating that the Enron Parties were
"obligated to pay" to Reliant Energy $78,468,997, which
purportedly represented the amount due to Reliant Energy under
the MNA after all its claims against the Enron Parties under the
underlying master agreements were netted against all of the
obligations of the Reliant Entities under those same underlying
agreements.  Reliant Energy's own calculations show that RESC
owes money to Enron Canada and that the alleged $78,468,997 debt
is based on amounts purportedly owed to Reliant Energy by ENA and
the other three Debtors.

Realizing that it had just made a demand on a debtor for payment
of a prepetition debt, on February 20, 2002, Reliant Energy sent
another self-serving letter to ENA asserting that "[n]othing
contained in the February 19, 2002 letter was intended to be, nor
should it be construed to have been," a violation of Section
362(a) of the Bankruptcy Code.  However, Ms. Gray says, the
letter did nothing to modify or withdraw the demand.  To the
contrary, the lawsuit Reliant Energy proceeded to file five days
later in Houston was predicated on that demand and on the fact
that the Debtors did not contest it.

                         The Lawsuit

On February 25, 2002, and amended on February 26, 2002, Reliant
Energy filed in the United States District Court for the Southern
District of Texas a Complaint for Declaratory Relief and
Application for Injunctive Relief.  The Amended Complaint sought:

   (i) a preliminary injunction "prohibiting Enron Canada from
       transferring or conveying" $78,468,997;

  (ii) an order requiring Enron Canada to deposit the amount
       sought with the Court under Rule 67 of the Federal Rules
       of Civil Procedure; and

(iii) a declaration that the MNA is a valid and enforceable
       agreement that Enron Canada has defaulted and failed to
       comply with the terms of the Master Agreement and that
       Reliant Energy is entitled to recover $78,468,997, plus
       interest.

Thus, Ms. Gray concludes, the Lawsuit seeks to hold a non-debtor
responsible for the debts of the Debtors and to do so without any
consideration of the applicable bankruptcy law.  Furthermore, in
the Lawsuit, Reliant Energy asks another court to essentially
adjudicate the proofs of claim filed against ENA.

In response, Enron Canada asked the Texas Court to dismiss the
Amended Complaint on the grounds that, among other items, the
Lawsuit was subject to the automatic stay in bankruptcy and Enron
Canada was not liable for the debts of its affiliates under the
MNA.

Ms. Gray reports that on March 22, 2002, Texas District Court
Judge Melinda Harmon granted Enron's Canada's request to dismiss
the lawsuit on the basis that the automatic stay extended to
Enron Canada under the "unusual circumstances."  Reliant Energy's
request for preliminary injunction was denied.

Consequently, Reliant Energy appealed the District Court's
judgment to the U.S. Court of Appeals for the Fifth Circuit.  On
October 29, 2003, the Fifth Circuit vacated the District Court's
decision and remanded the case for further consideration of
whether any joint liability existed for Enron Canada on the
grounds that the terms of the MNA are ambiguous as to that issue,
although a strong dissent agreed with Judge Harmon's analysis.
The Appellate Court did not reverse the ruling as to whether the
automatic stay provision extend to Enron Canada, but rather
remanded that issue to the District Court for further
consideration on the grounds that the District Court's decision
on the automatic stay issue was based on its conclusion that the
MNA imposed no joint obligations.

                Actions Taken in Bankruptcy Court
                   and the Adversary Proceeding

On October 15, 2002, the Reliant Entities filed eight proofs of
claim in the Debtors' bankruptcy cases.  Each claim seeks amounts
allegedly owing under the MNA and the master agreements subject
to the MNA.  Each claim alleges that the Debtors owe the Reliant
Entities $83,153,776.

On November 21, 2002, the Enron Entities sent the Reliant
Entities a demand letter:

   (i) seeking payment of over $47,000,000 that the Debtors are
       owed as final payment due under the underlying master
       agreements;

  (ii) setting forth the calculations in reaching this amount;
       and

(iii) setting forth the reasons why the netting provisions of
       the MNA are unenforceable against the Enron Entities.

The Reliant Entities immediately responded to the Demand Letters
and restated their demand of the amounts the Enron Entities
allegedly owed to them.

Subsequently, on January 31, 2003, the Enron Entities and Enron
Corporation initiated an adversary proceeding against Reliant,
asserting that the MNA and its non-mutual setoff, netting,
termination and purported joint and several liability provisions
are unenforceable, and that certain of the Reliant Entities
actually owe a total of $13,350,940 to the Enron Entities under
various underlying master agreements.  In their response, the
Reliant Entities stood their ground that it is the Enron Entities
who owed them money.

Ms. Gray notes that the Court is also in the process of
adjudicating a similar master netting agreement -- the Dynegy MNA
-- between certain Enron Entities and Dynegy, Inc. and certain of
its affiliates.  As in the Reliant Adversary Proceeding, the
Enron Entities asserted that the Dynegy Netting Agreement and its
non-mutual setoff, netting, termination and purported joint and
several liability provisions are unenforceable, and that certain
of the Dynegy entities should pay the Enron Entities amounts due
under various underlying master agreements.

              Reliant Entities Should be Enjoined

By this motion, the Debtors ask the Court to enjoin Reliant
Energy from prosecuting the Lawsuit on the grounds that the
prosecution violates Section 362 of the Bankruptcy Code or, in
the alternative, on the grounds that injunctive relief is
necessary under Section 105(a) of the Bankruptcy Code to avoid
undue interference with the Debtors' efforts to reorganize and to
preserve the value of the Debtors' estate.

Ms. Gray asserts that prosecution of the Lawsuit violates the
automatic stay provisions of the Bankruptcy Code because it is:

   (a) an act to obtain possession of the property of the estate
       or to exercise control over property of the estate;

   (b) an attempt "to collect, assess or recovery a claim
       against the Debtor that arose before the commencement of
       the Chapter 11 case"; and

   (c) a "setoff of any debt owing to the debtor that arose
       before the commencement of the case under" Chapter 11
       against any claim against the Debtors.

Ms. Gray explains that although the Debtors are not named
defendants in the Lawsuit, their property will be adversely
affected if Reliant Energy successfully obtains a judgment
against Enron Canada in the Texas District Court.  Being a
solvent subsidiary of ENA, ENA's estate has an important property
right in Enron Canada stock as an asset of ENA's estate.  In
addition, if Enron Canada is required by the judgment in the
Lawsuit to pay Reliant Energy for the Debtors' obligations, the
Debtors may well be subjected to a contribution claim by Enron
Canada regarding the judgment.

Although the language of Section 362 speaks to actions against
the Debtors, according to Ms. Gray, several courts, including
courts in the Southern District of New York, have extended the
automatic stay to non-bankruptcy defendants when "there is such
identity between the debtors and the third-party defendant that
the debtor may be said to be the real party defendant and that a
judgment against the third-party defendant will in effect be a
judgment or finding against the debtor."

Moreover, Ms. Gray contends that the prosecution of the Lawsuit
should be enjoined because:

   (a) the proceeding will interfere with the Debtors' efforts
       to reorganize and will diminish the value of their
       estate;

   (b) there are pending claims before the Court in the Reliant
       Adversary Proceeding, which addresses the very issues at
       the heart of the Lawsuit;

   (c) the MNA violates Section 553(a) of the Bankruptcy Code;
       and

   (d) the injunction would not only prevent the harmful results
       discussed but also allow the parties to adjudicate the
       issues in the proper forum where they already are being
       litigated. (Enron Bankruptcy News, Issue No. 96; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


FACTORY 2-U: UST Names Seven Members to Creditors' Committee
------------------------------------------------------------
The United States Trustee for Region 3 appointed 7 members to an
Official Committee of Unsecured Creditors in Factory 2-U Stores,
Inc.'s Chapter 11 cases:

       1. American Endeavor Fund Limited
          Attn: Richard H. Wolf
          75 Wall Street, 34th Floor
          New York, New York 10005
          Phone: (212) 429-3083, Fax: (212) 429-3139;

       2. Valassis Communications, Inc.
          Attn: Jeffrey S. Blackman
          19975 Victor Parkway
          Livonia, Michigan 48152
          Phone: (734) 591-4515, Fax: (734) 462-2513;

       3. Remedy Intelligent Staffing, Inc.
          Attn: Kristine R. Bartos
          101 Enterprise, Aliso Viejo, California 92656
          Phone: (9 49) 425 -7684, Fax: (949) 425-79 91;

       4. One Step Up, Ltd.
          Attn: Victor Abriano
          1407 Broadway, 32nd Floor
          New York, New York 10018
          Phone: (212) 398-1110, Fax: (212) 719-4911;

       5. A & B Hongd a Group
          1607 S. Campus Avenue
          Ontario, California 91761
          Phone: (909) 923-8338, Fax: (909) 923-8886
          c/o Mark E. Felger
          Cozen & O'Connor
          1201 N. Market Street, Suite 1400
          Wilmington, Delaware 19801
          Phone: (302) 295-20 87, Fax: (302) 295-2013;

       6. Longstreet
          Attn: Arnold Dunn
          5 Paddock Street, Avenel, New Jersey 07001
          Phone: (732) 855-1400, Fax: (732) 750-2568; and

       7. OKK Trading, Inc.
          Attn: Matthew Hyun, 5500 East Olympic Blvd
          Suite A, Los Angeles, California 90022
          Phone: (323) 725-8800, Fax: (323) 725-8899.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in San Diego, California, Factory 2-U Stores, Inc. -
- http://www.factory2-u.com-- operates a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US, sells branded casual apparel for the
family, as well as selected domestics, footwear, and toys and
household merchandise. The Company filed for chapter 11 protection
on January 13, 2004 (Bankr. Del. Case No. 04-10111). M. Blake
Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway Stargatt
& Taylor, LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


FEDERAL-MOGUL: PD Committee Brings-In FJ&P as Asbestos Counsel
--------------------------------------------------------------
As previously reported, Official Committee of Asbestos Property
Damage Claimants appointed in the Federal-Mogul Debtors' chapter
11 cases, sought to retain Ferry, Joseph & Pearce, P.A., as its
local counsel, nunc pro tunc to November 6, 2003.

Charlene D. Davis, Esq., at The Bayard Firm, in Wilmington,
Delaware, informs the Court that, to date, the interests of the
Official Committee of Asbestos Property Damage Claimants have been
adequately represented by the Creditors Committee.  The Plan of
Reorganization even provides the PD claimants with the same
treatment afforded to other general unsecured creditors.
Moreover, significant progress has been made on the reorganization
of the Federal-Mogul Debtors including the filing of a Plan and
Disclosure Statement.  Ms. Davis says that it is neither
economical nor beneficial to any of the parties for Ferry Joseph &
Pearce, P.A. to re-review the voluminous documentation that has
already been prepared and submitted.

The Official Committee of Unsecured Creditors and the Official
Committee of Asbestos Personal Injury Claimants, therefore, ask
the Court to limit the scope of Ferry Joseph's retention, to
reflect that the firm will solely render services to the PD
Committee on issues that are unique to them.  The Committees
reserve their right to file a request to disband the PD
Committee.

                         *   *   *

At an omnibus hearing dated December 17, 2003, the Court
sustained the Committees' objection, but entered an interim order
authorizing the PD Committee to retain Ferry Joseph "solely to
advise and represent the PD Committee on issues that are unique
to and directly affect only asbestos property damage claims."
(Federal-Mogul Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FEDDERS CORP: Weak Financial Performance Spurs S&P to Cut Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its subordinated debt
rating on air-treatment product manufacturer Fedders North America
Inc. to 'CCC+' from 'B-' and the corporate credit rating on parent
company Fedders Corp. to 'B' from 'B+'. The downgrade reflects
Fedders' continued weaker-than-expected financial performance as
well as its recent issuance of additional dividend-paying
preferred stock, developments that have together resulted in
credit protection measures that are below Standard & Poor's
expectations.

The outlook is stable.

Total debt outstanding at Nov. 30, 2003, was about $181 million.

For analytical purposes, Standard & Poor's consolidates Fedders
North America with its sister companies and bases its ratings
conclusion on an operational and financial review of the parent
company, Fedders Corp.

"Standard & Poor's expects that Fedders' ability to meaningfully
improve its financial profile will be constrained in the
intermediate term," said credit analyst Jean C. Stout. "Despite
the company's ongoing efforts to expand its market opportunities
and to lower its production costs, Fedders faces pricing pressures
and intense competition within its core room air conditioning
business."

The ratings on Fedders reflect the company's narrow product
offering, the substantial seasonality of its businesses, high
customer concentration, and its weak financial profile. These
factors are partially mitigated by the company's strong market
share in the highly competitive U.S.-based room air conditioning
industry.

Liberty Corner, New Jersey-based Fedders is a leading global
manufacturer of a wide variety of air-treatment products,
including air conditioners, air cleaners, humidifiers,
dehumidifiers, and thermal technology products. The company has
attained its leadership in this market through consolidation
and by supplying national mass merchandisers, an important channel
for the distribution of small appliances. However, the U.S.-based
room air conditioning industry is highly seasonal and
characterized by long-term modest volume growth and substantial
and unpredictable annual fluctuations in consumer demand due to
economic cycles and weather patterns.


FIRST HORIZON: Fitch Takes Rating Actions on Series 2004-1 Notes
----------------------------------------------------------------
Fitch Ratings assigns a 'AAA' rating to First Horizon Asset
Securities Inc. $199.7 million mortgage pass-through certificates,
series 2004-1 class I-A-1 through I-A-7, I-A-RU, I-A-RL and II-A-1
certificates ($195.1 million). In addition, Fitch rates class B-1
($2,201,000) 'AA', class B-2 ($1.1 million) 'A', class B-3
($600,000) 'BBB', class B-4 ($401,000) 'BB', class B-5 ($300,000)
'B'. The class B-6 certificates are not rated by Fitch.
The 'AAA' rating on the senior certificates reflects the 2.45%
subordination provided by the 1.10% class B-1, the 0.55% class
B-2, the 0.30% class B-3, and the 0.20% privately offered class
B-4, the 0.15% privately offered class B-5 and the 0.15% privately
offered class B-6 certificates. The ratings on the class B-1, B-2,
B-3, B-4, and B-5 certificates are based on their respective
subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral, strength of the
legal and financial structures, and the servicing capabilities of
First Horizon Home Loan Corporation, currently rated 'RPS2' by
Fitch Ratings.

As of the cut-off date, Jan. 1, 2004, the trust will consist of
two pool groups. The certificates whose class designation begins
with 'I' and 'II" correspond to pools I and II, respectively.

The group I mortgage loans have an aggregate principal balance of
$160,052,725 of conventional, fully amortizing, 30-yr fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties. The average principal balance of the loans
in this pool is approximately $495,519. The mortgage pool has a
weighted average original loan-to-value ratio (OLTV) of 70.75%.
The weighted average FICO score is approximately 741. Rate/Term
and Cash-out refinance loans account for 28.05% and 8.78% of the
pool, respectively. The states that represent the largest portion
of the mortgage loans are California (23.55%), Virginia (9.84%),
Washington (7.88%), Massachusetts (7.07%), and Maryland (5.77%).

The group II mortgage loans have an aggregate principal balance of
$40,017,664 of conventional, fully amortizing, 15-yr fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties. The average principal balance of the loans
in this pool is approximately $533,689. The mortgage pool has a
weighted average original loan-to-value ratio of 59.30%. The
weighted average FICO score is approximately 745. Rate/Term and
Cash-out refinance loans account for 50.76% and 22.22% of the
pool, respectively. The states that represent the largest portion
of the mortgage loans are California (18.91%), Tennessee (15.12%),
Texas (10.31%), and Massachusetts (7.35%).

All of the mortgage loans were originated or acquired in
accordance with First Horizon Home Loan Corporation's underwriting
guidelines. The trust, First Horizon Mortgage Pass-Through Trust
2004-1, was created for the sole purpose of issuing the
certificates. For federal income tax purposes, an election will be
held to treat the trust as two real estate mortgage investment
conduits. The Bank of New York will act as trustee.


FOOTSTAR: Banks Agree to Extend Deadline for Fin'l Statements
-------------------------------------------------------------
Footstar, Inc. today reported that it has received a waiver and
extension until February 11, 2004 of the requirement to provide
financial statements to the syndicate of banks, led by Fleet
National Bank, that provides the Company's $345 million senior
secured credit facility.

The Company expects to file its Form 10-K for fiscal year 2002 no
later than February 27, 2004 and is continuing to negotiate with
its syndicate of banks to obtain an extension of the waiver that
expires on February 11, 2004 as well as additional availability
and amendments to covenant provisions, as necessary.

Footstar, Inc. is a leading footwear retailer. The Company offers
a broad assortment of branded athletic footwear and apparel
through its two athletic concepts, Footaction and Just For Feet
and their websites, http://www.footaction.com/and
http://www.justforfeet.com/,and discount and family footwear
through licensed footwear departments operated by Meldisco. As of
January 3, 2004, the Company operated 433 Footaction stores in 40
states and Puerto Rico, 89 Just For Feet superstores located
predominantly in the Southern half of the country, and 2,503
Meldisco licensed footwear departments and 39 Shoe Zone stores.
The Company also distributes its own Thom McAn brand of quality
leather footwear through Kmart, Wal-Mart and Shoe Zone stores.


GENESIS HEALTH: Debentureholders File Suit Alleging Fraud
---------------------------------------------------------
The law firm of Pomerantz Haudek Block Grossman & Gross LLP
announces that it has commenced an action on behalf of 275 former
holders of over $200 million worth of debentures issued by Genesis
Health Ventures Inc. The suit was filed in New York state court in
Manhattan. Defendants include Genesis, Goldman Sachs & Co., a
wholly owned subsidiary of Goldman Sachs Group, Inc., (NYSE:GS),
Mellon Bank, N.A., Highland Capital Management, L.P. and George V.
Hager, Genesis' chief financial officer.

The complaint alleges that the defendants conspired to cause
Genesis to issue false financial information during its bankruptcy
proceedings, which understated the company's earnings. Relying on
this financial information, the Bankruptcy Court approved a
reorganization plan that awarded over 90% of the capital stock of
the reorganized Genesis to the senior creditor group, including
Goldman, Mellon and Highland, while providing minimal
distributions to the debentureholders and other junior creditors.

The fraudulent scheme alleged in the complaint consists of about a
dozen instances where Genesis' earnings were "adjusted" during the
bankruptcy proceedings. While most of these adjustments, taken
alone, were relatively small, taken as a whole they depressed
Genesis' earnings by roughly 25%, and reduced the valuation of the
Company that was presented to the Bankruptcy Court by hundreds of
millions of dollars. Not surprisingly, the Bankruptcy Court
concluded that there was little, if any, value left over for
distribution to junior creditors.

"It takes quite a lot to get 275 bondholders this angry,"
commented H. Adam Prussin, counsel for the plaintiffs. The scheme
alleged here was "sophisticated and comprehensive," he added.


GIT-N-GO, INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Git-N-Go, Inc.
        8316 East 73rd
        Tulsa, Oklahoma 74133

Bankruptcy Case No.: 04-10509

Type of Business: The Debtor operates a chain of
                  convenience stores.

Chapter 11 Petition Date: January 30, 2004

Court: Northern District of Oklahoma (Tulsa)

Judge: Dana L. Rasure

Debtor's Counsel: Timothy T. Trump, Esq.
                  Conner & Winters
                  15 East 5th Street, Suite 3700
                  Tulsa, OK 74103-4344
                  Tel: 918-586-8513

Total Assets: $24,700,220

Total Debts:  $25,176,786

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Amcon Publishing                           $456,235
P.O. Box 2444
Springfield, MO 65801

A-B Sales of Tulsa (EFT)                   $259,013
100 Eagle's Nest Road
Vinita, OK 74301

Solaray Corporation                        $149,202

Pepsi-Cola Co.-Okla                        $146,761

Anderson Wholesale                          $89,199

LDF-Tulsa                                   $87,305

Frito-Lay                                   $42,432

Great Plains Coke                           $39,803

PepsiAmericas, Inc.                         $33,864

Big Ideas Marketing                         $23,023

Love Bottling Co-Muskogee                   $21,048

Lake County Beverage                        $16,909

Springfield Newspapers Inc.                 $15,295

Lance                                       $11,489

Great Plains Coke                            $6,475

LDF Sales Charge                             $5,856

Bargain Post                                 $5,656

Pepsi Cola of McAlester                      $4,768

PepsiAmericas, Inc.                          $4,236

Sprint                                       $2,771


HAYES LEMMERZ: Names Patrick Cauley VP, General Counsel & Sec.
--------------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) announced the
appointment of Patrick C. Cauley to the position of Vice
President, General Counsel and Secretary. Mr. Cauley, who was
serving as the Company's Interim General Counsel, will continue to
report to Curtis Clawson, Chairman and Chief Executive Officer.

Mr. Clawson commented, "Pat has done a fine job as Interim General
Counsel.  He is dedicated, watches details, and earns trust.  I am
sure he will do a great job in this role."

Mr. Cauley joined Hayes Lemmerz as Assistant General Counsel in
1999. Prior to this appointment, Mr. Cauley served as a Partner at
the Detroit-based law firm of Bodman, Longley & Dahling, LLP where
he engaged in all aspects of corporate practice, including mergers
and acquisitions, commercial lending and financing, tax and real
estate transactions.

Mr. Cauley earned his Bachelor of Science degree in Business
Administration, with a major in Accounting and his Juris Doctor
degree, from the University of Michigan.  Mr. Cauley is also a
Certified Public Accountant.

Hayes Lemmerz International, Inc. is one of the world's leading
global suppliers of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components.  The Company has 44 facilities and 11,000 employees
worldwide.

More information about Hayes Lemmerz International, Inc. is
available at http://www.hayes-lemmerz.com/


HUGHES ELECTRONICS: Initiates Organizational Restructuring
----------------------------------------------------------
Hughes Electronics Corporation (NYSE: HS) announced it has
initiated an organizational restructuring at its corporate
headquarters.  The restructuring allows Hughes to consolidate
several functions that have been based at the company into its
DIRECTV unit.  As a result of the restructuring, approximately 50
positions have been eliminated at the Hughes corporate office,
while approximately 30 other positions have been relocated to
DIRECTV.

"The decision to eliminate jobs is always a difficult one, and
this organizational restructuring is no exception.  I want to
thank those departing employees for their contributions to Hughes
over the years and wish them well in the future," said Chase
Carey, president and CEO of Hughes.  "This restructuring supports
our goal of achieving greater operational efficiencies and our
vision of operating Hughes with an entrepreneurial spirit and
energy that will enable us to build on our successes and be the
recognized leader in our respective businesses."

Employees whose positions were eliminated received a severance
package to assist them in transitioning to new employment.
Outplacement services are also available to those employees.

Hughes Electronics Corp. (NYSE: HS) is a world-leading provider of
digital multichannel television entertainment, broadband satellite
networks and services, and global video and data broadcasting.
Hughes is 34 percent owned by Fox Entertainment Group, which is
approximately 82 percent owned by News Corporation Ltd.

                           *   *   *

As reported in Troubled Company Reporter's April 11, 2003 edition,
Standard & Poor's Ratings Services revised its CreditWatch listing
on Hughes Electronics Corp. and related entities to positive from
developing following the company's announcement that News Corp.
Ltd., (BBB-/Stable/--) will acquire 34% of the company. The
ratings had been on CreditWatch developing, reflecting uncertainty
regarding Hughes' future ownership.

Following a review of Hughes' operating and financial prospects
under its new ownership structure, a ratings upgrade could occur
once the deal is completed. However, the magnitude of a
potential upgrade may be constrained in light of News Corp.'s
minority stake.

Ratings List:              To                   From

Hughes Electronics Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--

DirecTV Holdings LLC
   Senior secured debt    BB-/Watch Pos/--
   Senior unsecured debt  B/Watch Pos/--

PanAmSat Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--
   Senior secured debt    BB-/Watch Pos/--     BB-/Watch Dev/--
   Senior unsecured debt  B-/Watch Pos/--      B-/Watch Dev-


ICOWORKS INC: Opens New Office in Montreal, Quebec, Canada
----------------------------------------------------------
Icoworks Inc. (OTCBB:ICOW) announced that its 53% subsidiary
Icoworks Holdings Inc. has opened an office in Montreal, Quebec,
Canada

Graham Douglas, Chairman, stated, "The addition of an office in
Montreal, the second largest market in Canada, extends our reach
across all of the major Canadian markets and will compliment our
operations in Ontario, Alberta and British Columbia. We are
pleased and excited that Daniel Latour, a seasoned veteran in the
auction business who will oversee and manage the expansion and
integration of this new business unit."

Daniel Latour, our Montreal office manager stated, "Icoworks is
fast establishing itself as a leader in the asset realization and
liquidation sector in North America and I look forward to being a
part of this exciting expansion."

                      About Icoworks

Icoworks Inc. has acquired a 53% interest in Icoworks Holdings
Inc. (http://www.icoworks.com/)an integrated
Commercial/Industrial Auction company. In November of 2002,
Icoworks Inc. announced its intent to merge with Icoworks
Holdings. Icoworks Inc. plans to acquire the remaining 47%
interest in Icoworks Holdings by issuing two shares of its common
stock for each remaining share of Icoworks Holdings. The Icoworks
merger remains subject to approval by the shareholders. The
shareholder meeting will be held once requisite regulatory
documents have been prepared and filed.

Icoworks Inc., named after the Latin word "ico" (meaning to strike
a bargain), is an integrated commercial/industrial auction company
focused on consolidating the industry. Through its subsidiaries,
Icoworks offers a complete array of industrial, oilfield,
commercial appraisal, liquidation and auction services. As a
consolidator of the traditional industrial auction industry, the
company enhances bricks and mortar businesses by employing
electronic information technologies to provide a trading
environment that allows buyers and sellers of both mobile and
stationary equipment to conduct transactions in a secure,
convenient, geographically independent marketplace.

                       *   *   *

The Troubled Company Reporter's November 7, 2003 edition related:

Dohan and Company, CPA.'s of Miami, Florida, the Company's
independent auditors have stated in their October 16, 2003
Auditors Report:  "[T]he Company has continued to incur operating
losses, has used, rather than provided, cash from operations and
has an accumulated deficit of $3,621,898. These factors, and
others, raise substantial doubt about the Company's ability   to
continue as a going concern. The ability of the Company to
continue operations is subject to its ability to secure additional
capital to meet its obligations and to fund operations."


IMC GLOBAL: Will Release 2003 Q4 and FY Results on February 5
-------------------------------------------------------------
IMC Global Inc. (NYSE: IGL) announced that it will release its
2003 fourth-quarter and full-year results before the market open
on Thursday, February 5 and conduct a conference call at 2:00 p.m.
Eastern Time (1:00 p.m. Central Time).

The call-in phone number for the conference call is (773) 756-
4632.  A replay of the conference call will be available through
6:00 p.m. Eastern Time on Friday, February 13 by calling (402)
220-0356.

In addition, a Webcast of the conference call, both live and as a
replay, will be accessible through IMC Global's Web site at
http://imcglobal.com/.

With 2002 revenues of $2.1 billion, IMC Global (S&P, B+ Corporate
Credit Rating, Stable) is the world's largest producer and
marketer of concentrated phosphates and potash crop nutrients for
the agricultural industry and a leading global provider of feed
ingredients for the animal nutrition industry.


IMPERIAL PLASTECH: Successfully Completes Restructuring Process
---------------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) and its subsidiaries
successfully completed its restructuring process. The Company
obtained a further order on January 27, 2004, under the Companies'
Creditors Arrangement Act from the Ontario Superior Court of
Justice providing various forms of relief necessary to facilitate
its emergence from CCAA. The Company officially concluded its
reorganization after completing all required actions and
satisfying or reaching agreement with its creditors on all
remaining conditions to its Plan of Reorganization or Arrangement.

In accordance with the Plan and pursuant to the tenth order of the
Court obtained December 9, 2003, all of Imperial PlasTech's issued
and outstanding common shares have been consolidated on the basis
of one new common share for every three old common shares, with
any fractional common share resulting from such consolidation
having been rounded up to the next whole number.

Also in accordance with the Plan, Imperial PlasTech issued
85,962,227 post-consolidation common shares, representing 85.95%
of the outstanding common shares of Imperial PlasTech on a diluted
basis, to A.G. Petzetakis S.A. and Mr. George Petzetakis, the
controlling shareholder and the President of the Board of
Directors and Managing Director of AGP, in consideration of $2
million. AGP acquired ownership of 48,014,068 common shares of
Imperial PlasTech, and Mr. Petzetakis acquired ownership,
indirectly, of 37,948,159 common shares. As a result of these
share issuances, there are approximately 100 million issued and
outstanding common shares of Imperial PlasTech.

After giving effect to the consolidation and the share issuances,
AGP is the owner of 51,000,000 common shares (including the
2,985,932 common shares previously held by AGP), representing
approximately 51.00% of the issued and outstanding common shares
of Imperial PlasTech, and Mr. Petzetakis is the owner, indirectly,
of 37,948,159 common shares of Imperial PlasTech, representing
approximately 37.95% of the issued and outstanding common shares
of Imperial PlasTech, and together representing approximately
88.95% of the issued and outstanding common shares of Imperial
PlasTech.

Approximately $1.4 million of this financing is being used to fund
the distributions to the Company's creditors.

Under the Eleventh Order, the Court directed the monitor to
distribute the $1.4 million as provided in the Plan to the
affected unsecured creditors in accordance with the dividend sheet
filed with the Court. The Court also approved, (i) the refinancing
of the amounts owing by the Company to Tupelo Services Limited,
(ii) the amendment to the resin supply surety agreement between
Imperial PlasTech, Imperial Pipe and AG Petzetakis SA and (iii)
the amendment to the Outsourcing agreement between Imperial Pipe
and AG Petzetakis.

    New Board

The Company is also pleased to announce that George Petzetakis,
Pavlos Kanellopoulos and Bonnie Tarchuk have been appointed by the
Court as directors of Imperial PlasTech pursuant to the Eleventh
Order. After giving effect to the new appointments, the Imperial
PlasTech board now consists of Messrs. Peter Perley, William
Thomson, George Petzetakis, and Pavlos Kanellopoulos and Ms.
Bonnie Tarchuk. Mr. Peter Perley continues as Chief Executive
Officer and Mr. Mark Weigel continues as Chief Financial Officer
and Secretary.

    New Auditors

The Company announced that Deloitte & Touche LLP have submitted
their resignation as auditors of Imperial PlasTech and the Court
has appointed Mintz & Partners LLP as auditors of Imperial
PlasTech and directed the directors to fix the remuneration of the
auditors.

    New Registered Office

Under the Eleventh Order, the Company also obtained an order from
the Court directing that the registered office of Imperial
PlasTech be changed to 336 Fourth Line, Oakville, Ontario L6L 5A4.

    Annual General Meeting

The Court has also ordered and directed that the Annual General
Meeting of shareholders of Imperial PlasTech for the fiscal year
2002 shall be held on or before May 31, 2004. The AGM was not held
last year due to the reorganization of the Company.

    Migration to TSX Venture Exchange

As previously reported, the TSX has been reviewing the listing of
the common shares of Imperial PlasTech with respect to meeting the
continued listing requirements of the TSX as a result of the
restructuring proceedings brought by Imperial PlasTech.
Consequently, Imperial PlasTech applied for the migration of the
listing of its common shares from the TSX to the TSX Venture
Exchange and is now pleased to announce that it has received
conditional approval, subject to meeting the usual requirements of
the TSX Venture Exchange. Imperial PlasTech expects to satisfy
those conditions shortly and expects to have its common shares
commence trading on the TSX Venture Exchange on a consolidated
basis two to three business days after those conditions are
satisfied. The common shares of Imperial PlasTech will be
suspended from trading at the close on January 30, 2004.

    About A.G. Petzetakis S.A.

Founded in 1960 and listed on the Athens Stock Exchange since
1973, Petzetakis Group (ASE:PET) is a Greek multinational company
and one of the fastest growing manufacturers of plastic pipe and
hose systems in the world. The Group operates 11 major
manufacturing facilities in 6 countries in Europe and S. Africa,
with annual sales of CN$ 300 million and an extensive distribution
network of commercial subsidiaries in Europe, Africa,
North America, the Middle East and Australia.

    About the Company

The PlasTech Group is a diversified plastics manufacturer
supplying a number of markets and customers in the residential,
construction, industrial, oil and gas and telecommunications and
cable TV markets. Currently operating out of facilities in Atlanta
Georgia, Peterborough Ontario and Edmonton Alberta, the PlasTech
Group is focusing on the growth of its core businesses and
continues to assess its non-core businesses.


IMPERIAL PLASTECH: Petzetakis, et al. Disclose 85.96% Equity Stake
------------------------------------------------------------------
A.G. Petzetakis S.A. and Mr. George Petzetakis, the controlling
shareholder and the President of the Board of Directors and
Managing Director of AGP have jointly completed the acquisition of
ownership of 85,962,227 common shares in the capital of Imperial
PlasTech Inc., representing 85.96% of the issued and outstanding
common shares of the Corporation, pursuant to private agreements
entered into in connection with a court order made under the
Companies' Creditors Arrangement Act (Canada) sanctioning and
approving the Corporation's Plan of Compromise or Arrangement
dated November 18, 2003. AGP acquired ownership of 48,014,068
common shares of the Corporation, and Mr. Petzetakis acquired
ownership, indirectly, of 37,948,159 common shares of the
Corporation, in exchange for $2.0 million in aggregate,
representing 48.01% and 37.95% of the issued and outstanding
common shares of the Corporation, respectively, after giving
effect to the consolidation of the Corporation's shares on a three
old common shares for one new common share basis which occurred on
the same day.

After giving effect to the Consolidation and the acquisitions, AGP
is the owner of 51,000,000 common shares (including the 2,985,932
common shares previously held by AGP), representing approximately
51.00% of the issued and outstanding common shares of the
Corporation, and Mr. Petzetakis is the owner, indirectly, of
37,948,159 common shares of the Corporation, representing
approximately 37.95% of the issued and outstanding common shares
of the Corporation, and together representing approximately 88.95%
of the issued and outstanding common shares of the Corporation.

The Offerors have acquired the securities for investment and for
the purpose of facilitating the reorganization of the Corporation
under the CCAA and the emergence of the Corporation from CCAA
protection. The proceeds of the transaction will be used to
satisfy the claims of the proven affected unsecured creditors of
the Corporation that were compromised under the Plan of Compromise
or Arrangement dated November 18, 2003, which was sanctioned and
approved by the court by order made under the CCAA dated
December 9, 2003. The Offeror has no current intention to acquire
additional securities of the Corporation.

Each of the Offerors has filed a report describing the above
transaction with applicable securities regulators, a copy of which
shall be sent promptly to anyone who requests it from the person
noted below.


INSCI CORP: Reappoints Goldstein & Morris as Public Accountants
---------------------------------------------------------------
INSCI Corp. (OTC Bulletin Board: INCC), a leading provider of
enterprise content management (ECM) solutions, announced that it
held its annual meeting of stockholders on Thursday, January 29,
2004, at INSCI's corporate offices, as scheduled.  A quorum of
stockholders was present in person or by proxy.  All proposals
submitted to the stockholders were approved, including the
election of Directors to the Board of Directors, the reappointment
of Goldstein and Morris Certified Public Accountants as the
Company's independent public accountants, and an amendment to the
Company's Certificate of Incorporation to increase the authorized
number of stock options under the Company's 1997 Incentive Plan to
3,000,000 shares on a post split basis.

The Directors reelected to serve until the next annual meeting are
Yaron I. Eaton, founder, President and CEO of Selway Partners,
LLC; Henry F. Nelson, President and CEO of INSCI; Francis X.
Murphy, CEO of Emerging Technology Ventures, Inc.; Derek Dunaway,
President and CEO of TechOnLine Inc.; Mitchell Klein, President of
Betapoint Corporation; Amit Avent, Vice President of Operations of
Selway Partners LLC; Stephen Morgenthal, Executive in Residence
at Selway Partners LLC; Adi Raviv, Executive Vice President and
CFO of US Wireless Data Inc.; George Calhoun, Executive-in-
Residence at Stevens Institute of Technology; and Thomas G. Rebar,
partner of SCP Private Equity Partners.

                     About INSCI Corp.

INSCI Corp. (OTC Bulletin Board: INCCV) is a leading provider of
solutions for the enterprise content management (ECM) market.
INSCI's technology provides a strong foundation enabling companies
to manage the full spectrum of enterprise content, from documents
to e-mail, graphics and video.  INSCI's ESP+ Solutions Suite
enables financial services companies, call centers, health
insurance organizations, utilities and government to provide
Internet-based access for virtually unlimited users to their
banking and financial statements, customer bills and similar
content.

INSCI's WebWare Digital Asset Management (DAM) products provide a
powerful media services platform for integrating rich media into
enterprise content management systems, marketing and communication
portals, web publishing systems, and e-commerce portals.  WebWare
was named by eContent Magazine in its 2002 eContent 100 list of
leading digital content industry companies, and recently was named
the 2003 Product of the Year for excellence in information and
communication technology by industry analysts Frost & Sullivan.
The award will be formally presented in 2004.

For more information about INSCI, visit http://www.insci.com/

At June 30, 2003, INSCI Corp.'s balance sheet shows a working
capital deficit of about $2 million, and a total shareholders'
equity deficit of about $3 million.


INT'L SHIPHOLDING: Reports Improved Fourth Quarter Results
----------------------------------------------------------
International Shipholding Corporation (NYSE:ISH) reported results
for the three month and twelve month periods ended December 31,
2003. Net income for the three months ended December 31, 2003 was
$1.651 Million as compared to net income of $793,000 for the three
months ended December 31, 2002. For the full year 2003, net income
was $5.491 Million as compared to a net loss of $136,000 for the
full year 2002.

The primary factors contributing to the improved operating results
in the fourth quarter of 2003 as compared to the same quarter of
2002 were higher current quarter dividends from our minority
investment in four Capesize bulk carriers resulting from a strong
dry bulk freight market. Results from our Pure Car/Truck Carriers
were also higher in the current quarter as a result of increased
cargo volume. We sold our 12.5% investment in the aforementioned
four ships during the third and fourth quarters of 2003 at about
breakeven and simultaneously reinvested at a 50% level in two of
the vessels. Retirements of debt during the past year, together
with lower interest rates on variable rate loans, resulted in
reduced interest expense during the fourth quarter of 2003 as
compared to the same quarter of 2002.

Results from our Transatlantic liner service and U.S. Flag
Waterman liner service were lower in the fourth quarter 2003 as
compared to the same quarter of 2002 due to lower cargo volumes in
the current period and higher than anticipated operating costs
mainly due to the weak dollar and steel tariffs. Although the full
year 2003 results from our U.S. flag coal carrier, ENERGY
ENTERPRISE, which operates predominantly in the coastwise trade,
were positive, the quarterly results were lower in the fourth
quarter of 2003, as compared to the same quarter of 2002, because
the vessel operated for a part of the 2002 quarter at higher rates
as compared to 2003. The operating results for the fourth quarter
of 2003 were also impacted as a result of the sale at a small gain
of our special purpose vessel GREEN WAVE which, because of her
age, had reached the end of its economic life. The vessel operated
fully in the fourth quarter of 2002 under a charter to the
Military Sealift Command.

Improvement in the full year 2003 as compared to 2002 occurred in
several areas of our operations. Improved results were achieved in
2003 in our Rail/Ferry Service as a result of higher cargo volumes
in the current year. Additionally, our U.S. Flag liner service
made positive contributions in 2003 as compared to 2002. Also our
U.S. Flag coal carrier, ENERGY ENTERPRISE, was utilized for all
but two days during 2003 under its basic time charter contract as
compared to the same period of the previous year when it was out
of service thirty-three days for repairs and during which it
operated ninety-one days in the spot market at lower rates as
compared to its basic charter. As mentioned above, dividends from
our minority investment in four Capesize bulk carriers were higher
in 2003 as a result of a strong dry bulk freight market. However,
operating results from our recently sold special purpose vessel,
GREEN WAVE, were lower in 2003 as compared to 2002 when the vessel
operated under a charter to the Military Sealift Command.
Additionally, interest expense was lower in 2003 as a result of
retirements of debt during the past year together with lower
interest rates on variable rate loans.

The current year was negatively impacted by the recognition of
costs associated with the retirement of debt related to our U.S.
Flag coal carrier, ENERGY ENTERPRISE, amounting to $2.6 Million
before tax or $1.7 Million after tax as a result of U.S.
Generating New England, Inc., charterer of the ENERGY ENTERPRISE,
having filed a petition for bankruptcy protection on July 8, 2003.
This filing, as previously reported, became an event of default
under the vessel's debt indenture resulting in the acceleration of
principal and interest and triggering cross defaults under certain
of our other debt agreements. In order to cure the technical
defaults thereby created, we secured alternative financing during
August 2003 and paid in full the outstanding obligations
associated with the ENERGY ENTERPRISE loan. Settlement of the loan
included the payment of a "make-whole" prepayment penalty, which
we otherwise would not have had to pay, and a write-off of
deferred financing charges which together make up the total before
tax charge of $2.6 Million or $1.7 Million after tax. On the
positive side, we realized a before tax net gain of approximately
$1.4 Million in 2003 representing a discount on the retirement of
approximately $10.685 Million of our 7.75% Unsecured Notes
scheduled to mature in 2007.


INTREPID U.S.A.: Files for Chapter 11 Reorganization in Minnesota
-----------------------------------------------------------------
Intrepid U.S.A., Inc. and certain of its affiliates, a privately
held provider of essential nursing and home care in 30 states, on
Thursday filed in U.S. Bankruptcy Court for the District of
Minnesota petitions for Chapter 11 reorganization following the
bankruptcy of its primary lenders, DVI Business Credit Corporation
and DVI Financial Services, Inc., along with their parent
corporation, DVI, Inc., of Jamison, Pennsylvania.

DVI filed for bankruptcy in August 2003 in the state of Delaware.

Prior to and since its filing, DVI failed to honor its obligations
to Intrepid, depriving Intrepid of access to its credit facilities
and effectively preventing the company from securing new sources
of working capital. For the last six months, Intrepid has been
managing its finances on a cash receipt basis while it attempted
to secure new financing.

"Intrepid has been caught in the backlash of DVI's financial
problems and has taken this step simply to protect itself from
further damage," said Clinton E. Cutler of Minneapolis-based
Fredrikson & Byron, P.A., one of Intrepid's bankruptcy counsel.
"This management team has worked heroically over the last six
months to manage the company's finances and to secure access to
new sources of capital to support their business. This step will
help them achieve those goals."

"This is the hardest decision of my business career, but it was
the right thing to do," said Todd Garamella, founder, chairman and
chief executive of Intrepid. "I founded this Company to provide
quality health care to people in need and to provide a positive
workplace for health care professionals. This action is in the
best interests of our clients, our employees and our company."

Cutler noted that the Company is negotiating to secure interim,
debtor-in-possession financing which will allow it to operate in
the Chapter 11 case while it works to free itself from its
entanglements with DVI.

Garamella added, "Thousands of people across America depend on the
care and support provided by the nurses and home care specialists
who work for Intrepid U.S.A. The company's goal is to complete
this restructuring as quickly as possible and with minimal
disruption to our clients, employees, and suppliers."

Intrepid U.S.A. provides nursing and home care services to
approximately 100,000 clients annually through 195 offices in 30
states. The Edina, Minnesota-based company has revenues of more
than $220 million and employs more than 10,000 nationwide.


INTREPID USA INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Intrepid U.S.A., Inc.
             6600 France Avenue South, Suite 510
             Edina, Minnesota 55425

Bankruptcy Case No.: 04-40416

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     FC Acquisition Corporation                 04-40418
     Intrepid of Golden Valley, Inc.            04-30473

Type of Business: The Debtor is a privately held provider of
                  essential nursing and home care in 30 states.

Chapter 11 Petition Date: January 29, 2004

Court: District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtors' Counsels: Cass S. Weil, Esq.
                   James A. Rubenstein, Esq.
                   Moss & Barnett
                   4800 Wells Fargo Center
                   90 South Seventh Street
                   Minneapolis, MN 55402-4129
                   Tel: 612-347-0300

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Medicare Fund (CMS)                     $10,850,000
500 E. Court Ave. #200
Des Moines, IA 50309

IRS, Special Procedures Branch           $6,513,889
801 Broadway MDP 146
Nashville, TN 37203

Palmentto GBA-AG-340                     $2,515,916
Medicare Federal HIB
2300 Springdale Dr., Bldg. 1
Camden, SC 29020

Allina Health Systems                    $1,413,818
5640 Smetana Drive
Hopkins, MN 55343

Healthcare Industry Fund                   $641,602
2911 Turtle Creek Blvd.
Dallas, TX 75219

CNA                                        $399,512
23520 Network Place
Chicago, IL 60673-1235

Mckesson Information Systems               $372,150
1550 E. Republic Rd.
Springfield, MO 65804

McBee Associates                           $319,718
997 Old Eagle School Rd.
Suite 205
Wayne, PA 19087

National City Bank                         $210,680

ACS-Consultec, Inc.                        $147,170

MVR Homecare Inc.                          $137,666

Metro Systems                              $124,255

Gulf South Medical Supply                  $113,249

The Hays Group                              $80,000

Genesis Home Care, Inc.                     $78,518

Sprint                                      $71,984

Businessware Solutions                      $56,361

I O S Capital 361550                        $44,866

Qwest Communications                        $41,249

Ikon Office Solutions                       $35,709


I-STAT CORPORATION: Abbott Laboratories Completes Acquisition
-------------------------------------------------------------
Abbott Laboratories (NYSE: ABT) announced that it has completed
the final step in acquiring 100 percent of the outstanding shares
of i-STAT Corporation (Nasdaq: STAT). i-STAT is a leading
manufacturer of point-of-care diagnostic systems for blood
analysis.

At the conclusion of its successful cash tender offer on January
28, 2004, Abbott owned approximately 96.3 percent of i-STAT's
shares.  As the final step in the acquisition process, i-STAT has
been acquired as a wholly owned subsidiary of Abbott through a
short-form merger.

Abbott Laboratories is a global, diversified health care company
devoted to the discovery, development, manufacture and marketing
of pharmaceuticals, nutritionals, and medical products, including
devices and diagnostics.  The company employs more than 70,000
people and markets its products in more than 130 countries. In
2003, the company's sales were $19.7 billion.

i-STAT Corporation, whose June 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $33 million, develops,
manufactures and markets diagnostic products for blood analysis
that provide health care professionals critical diagnostic
information accurately and immediately at the point of patient
care. Through the use of advanced semiconductor manufacturing
technology, established principles of electrochemistry and state-
of-the-art computer electronics, i-STAT developed the world's
first hand-held automated blood analyzer capable of performing a
panel of commonly ordered blood tests on two or three drops of
blood, generally in just two to three minutes at the patient's
side.

As of June 30, 2003, i-STAT had approximately $29.2 million in
cash, cash equivalents and total marketable securities, an
increase of $2.1 million over the balance on December 31, 2002.
During the first half of 2003, the Company recorded net cash
provided by operating activities of $3.2 million, $2.0 million of
which can be attributed to a marketing support payment received
from the Company's Japanese marketing partner, FUSO
Pharmaceuticals, Ltd.


IT GROUP: Committee Asks to Retain Kasowitz as Litigation Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of IT Group, Inc., and its debtor-affiliates
seeks the Court's authority to retain Kasowitz, Benson, Tomes, &
Friedman, LLP as special litigation counsel, nunc pro tunc to
December 16, 2003, in connection with the Committee's
investigation and prosecution of:

   (a) estate causes of action pursuant to the Joint Plan; and

   (b) potentially independent creditor causes of action.

Jeffrey M. Schlerf, Esq., at The Bayard Firm PA, in Wilmington,
Delaware, points out that given the scope and magnitude of the
legal issues that are likely to be raised in these matters, it is
essential that the Committee retain Kasowitz Benson for the
interests of the constituencies represented by the Committee to
be fully and adequately protected.  Kasowitz Benson, Mr. Schlerf
relates, has considerable experience, expertise and knowledge in
the field of complex commercial litigation arising out of
bankruptcies.  Kasowitz Benson has over 150 attorneys and
substantial experience dealing with complex, multi-party
litigation and negotiations.

The Committee believes that Kasowitz Benson is well qualified in
handling complex litigation matters.  The professionals at
Kasowitz Benson who will be primarily responsible for the
services to be performed under the engagement are:

   (1) partners:

       -- David S. Rosner, who has 14 years of experience in
          complex commercial litigation;

       -- David E. Ross, who has 23 years of experience in
          complex commercial litigation; and

       -- Andrew K. Glenn, who has 8 years of experience in
          complex commercial litigation; and

   (2) associate Scott H. Bernstein, who has 2 years of
       litigation experience.

Kasowitz Benson will be compensated in accordance with its
regular hourly rates:

             Partners and counsel        $475 - 690
             Associates                   200 - 450
             Legal assistants              95 - 150

The hourly rates of the attorneys are:

                  David S. Rosner          $650
                  David E. Ross             625
                  Andrew K. Glenn           550
                  Scott H. Bernstein        230

Kasowitz Benson will also be reimbursed for its actual, necessary
expenses incurred, including charges for:

   -- telephone and facsimile tolls,
   -- mail and express mail,
   -- special or hand delivery,
   -- document processing,
   -- photocopying,
   -- travel,
   -- "working meals,"
   -- computerized court reporters,
   -- document scanning,
   -- coding,
   -- LEXIS and Westlaw legal research, and
   -- experts.

Andrew K. Glenn, a partner at Kasowitz Benson, ascertains that
the firm does not hold or represent an interest adverse to the
Debtors' estate.  Kasowitz Benson is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
However, Mr. Glenn discloses that Kasowitz Benson currently
represents Ernst & Young LLP, the Debtors' former auditor, on
employment and wrongful termination matters wholly unrelated to
the Debtors and the special counsel role assigned to Kasowitz
Benson.  Kasowitz Benson's representation of Ernst & Young
accounts for less than 1% of Kasowitz Benson's annual revenue and
is, therefore, not material.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com-- together with its 92 direct and
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on January 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom, represents the Debtors in their restructuring
efforts.  On September 30, 2001, the Debtors listed $1,344,800,000
in assets and 1,086,500,000 in debts. (IT Group Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000)


JACKSON PRODUCTS: Files Prepack. Plan and Disclosure Statement
--------------------------------------------------------------
Jackson Products, Inc., and its debtor-affiliates filed their
Prepackaged Chapter 11 Plan and an accompanying Disclosure
Statement with the U.S. Bankruptcy Court for the Eastern District
of Missouri, Eastern Division.  Full-text copies of the Debtors'
Plan and Disclosure Statement are available for a fee at:

  http://www.researcharchives.com/bin/download?id=040128220910

                          and

  http://www.researcharchives.com/bin/download?id=040128221422

Under the prepackaged plan of reorganization, the Claims and
Interests against the Debtors are divided into eight Classes:

  Description of Claims     Treatment Under the Prepackaged Plan
       or Interests
  ---------------------     ------------------------------------
  Administrative Claims     Will receive cash equal to the
                            amount of the Claim; unless agreed
                            otherwise

  Priority Tax Claims       Will receive cash equal to the
                            amount of the applicable Claim,
                            unless agreed otherwise

  Class 1 - Unsecured       Unimpaired; Each holder will receive
  Priority Claims           cash equal to the amount of the
                            applicable Claim, unless agreed
                            otherwise

  Class 2 - Claims of       Unimpaired; each holder of will
  Existing Bank Lenders     receive cash equal to the amount of
  under the Existing        such Claim and the Existing Credit
  Credit Facility           Facility will be cancelled and all
                            collateral will be released on the
                            Effective Date

  Class 3 - General         Unimpaired; Each holder will, at the
  Unsecured Claims          option of the Debtors:
                            (a) receive cash equal to the amount
                                of the applicable Claim,
                            (b) have its Claim reinstated, or
                            (c) receive payment pursuant to any
                                other agreed terms


  Class 4 - General         Unimpaired; Each holder will, at the
  Secured Claims            option of Debtors:
                            (a) receive cash equal to the amount
                                of the applicable Claim,
                            (b) have its Claim reinstated, or
                            (c) receive payment pursuant to any
                                other agreed terms

  Class 5 - Intercompany    Unimpaired; Each holder will retain
  Claims and Interests      the same Intercompany Claims or
                            Intercompany Interests that it had
                            prior to the Effective Date.

  Class 6 -Secured Senior   Impaired; Each holder will receive
  Subordinated Note Claims  in exchange for and in full
                            satisfaction of such Claim, a total
                            of 1.05 shares of the preferred
                            stock of Reorganized Debtors and
                            1.99763 shares of common stock for
                            each $1,000 in principal and
                            interest including accrued but
                            unpaid interest through the
                            Effective Date owing on the secured
                            senior subordinated notes held by
                            such holder

  Class 7 - Senior          Impaired; each holder will receive,
  Subordinated Note Claims  in exchange for and in full
                            satisfaction of such Claim, a total
                            of 0.17825 of a share of the
                            preferred stock of Reorganized
                            Debtors and 0.35613 of a share of
                            the common stock for each $1,000 of
                            outstanding principal amount on the
                            Effective Date of senior
                            subordinated notes

  Class 8 - Existing        Impaired; Allowed Interests in will
  Common Stock Interests    be cancelled on the Effective Date
  of all classes,           and such holders will be granted a
  including options to      release from other parties to the
  purchase Existing Common  restructuring.
  Stock and warrants
  Acceptance of the
  Prepackaged Plan

The Debtors report that if the exchange offer and related
restructuring transactions do not close, they will still receive
acceptances of the prepackaged plan holders of at least 2/3 in
dollar amount of the senior subordinated notes and secured senior
subordinated notes that cash ballots in respect to the prepackaged
plan and constitute majority of the holders that cast ballots.

Headquartered in St. Charles, Missouri, Jackson Products, Inc. --
http://www.jacksonproducts.com/-- designs, manufactures and
distributes safety products of personal protective wear including
hard hats, safety glasses, hearing protectors and welding masks.
The Company filed for chapter 11 protection on January 12, 2004
(Bankr. E.D. Miss. Case No. 04-40448).  Holly J. Warrington, Esq.,
and William L. Wallander, Esq., at Vinson and Elkins LLP represent
the Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed estimated debts and
assets of more than $100 million each.


KAISER: Outlines Details of Agreement in Principle with USWA
------------------------------------------------------------
Kaiser Aluminum and the United Steelworkers of America (USWA)
summarized the details of an agreement in principle on the terms
and conditions of certain modifications to their labor agreements
covering several of the company's U.S. facilities. Among other
things, the agreement modifies the company's obligations with
respect to current and future pension and retiree medical benefits
and addresses certain other matters.

The agreement is subject to ratification by union members,
approvals by the company's board of directors, approval by the
Bankruptcy Court, and certain other approvals. The agreement
covers approximately 1,200 hourly employees at plants in Gramercy,
Louisiana; Newark, Ohio; Tulsa, Oklahoma; Richmond, Virginia; and
Trentwood and Mead, Washington. Major elements of the agreement
include the following:

-- PENSION -- Active hourly employees will be covered under the
Steelworkers Pension Trust (SPT); company contributions to the SPT
will be based on $1 per employee per hour worked. In addition, the
company will institute a defined contribution pension plan for
active employees; company contributions to the defined
contribution pension plan will range from $800 to $2400 per
employee per year, depending on age and years of service. Existing
USWA pension plans will be terminated and turned over to the
Pension Benefit Guaranty Corporation (PBGC), if the Bankruptcy
Court approves the company's separate request for termination of
the existing plans. Current retirees will receive their future
benefits from the PBGC.

-- RETIREE BENEFITS -- Current and future retirees and surviving
spouses and their dependents will be provided with options for
medical coverage if the Bankruptcy Court approves the termination
of existing medical, life, and disability insurance programs. As a
result of such termination, current retirees, surviving spouses,
and their dependents who are not Medicare-eligible may elect COBRA
coverage. Future retirees, and current retirees who decline COBRA
coverage, may elect to receive benefits under a newly created
Voluntary Employee Beneficiary Association (VEBA). Kaiser will
fund the VEBA with a combination of cash, profit-sharing, and
other consideration through December 31, 2012, subject to certain
caps and limitations.

-- NLRB Case -- The parties have agreed to settle their case
pending before the National Labor Relations Board, subject to the
approval of the NLRB General Counsel and the Bankruptcy Court.
Under the terms of the settlement, solely for purposes of
determining distributions in connection with the reorganization,
an unsecured pre-petition claim in the amount of $175 million will
be allowed against the company's estate.

-- BOARD OF DIRECTORS -- Upon Kaiser's emergence from Chapter 11,
the USWA will nominate four members of a 10-member board of
directors.

-- NEUTRALITY -- The company agrees to adopt a position of
neutrality regarding the unionization of any employees of the
reorganized company.

Kaiser's President and Chief Executive Officer Jack A. Hockema
said, "Kaiser's financial condition has imposed severe limits on
what we were able to achieve for our active and retired employees
-- and there is no doubt that this compromise will still involve
significant sacrifice. However, our discussions with the USWA were
positive and cooperative, and I believe all parties were eager to
resolve these issues as fairly as possible. Although, as noted,
the agreement is still subject to a number of approvals, we
believe it represents yet another major step in our restructuring
as we look forward to emerging from Chapter 11 by mid 2004."

USWA District Director David Foster said, "We believe this
tentative agreement enables us to maintain an important level of
health and pension benefits for active and retired members. Most
importantly, an appropriate share of the future profits of the
company will be dedicated toward creating a new health insurance
program for our retired members. We are pleased to be part of the
solution under difficult circumstances, and we look forward to
working closely with Kaiser for the long-term success of the
reorganized company."

Kaiser has been engaged in similar discussions on retiree benefits
with other unions and with the Committee of Retired Salaried
Employees.

Kaiser Aluminum & Chemical Corporation is a leading producer of
fabricated aluminum products, alumina, and primary aluminum. It is
the operating subsidiary of Kaiser Aluminum Corporation
(OTCBB:KLUCQ).

The USWA represents 1.2 million working and retired members
throughout the United States and Canada working together to
improve jobs; to build a better future for families; and to
promote fairness, justice and equality both on the job and in our
societies.


KMART CORP: Court Schedules Supplemental Claims Bar Dates
---------------------------------------------------------
Despite their efforts, the Kmart Corporation Debtors recently
learned that the names and addresses of claimants holding
contingent, disputed, unliquidated claims were omitted from the
Amended Schedules and Statements.  As a consequence, these
claimants did not receive the Original or Supplemental Bar Date
Notice.  The claimants failed to file proofs of claim.

The Debtors also believe that certain personal injury and related
litigation claimants may not have receive notice of the effective
date of their reorganization plan and the June 20, 2003, Bar Date
for filing administrative expense claims or the August 22, 2003
supplemental Administrative Bar Date.  In accordance with the
Plan, the Debtors sent a Notice of the Plan Effective Date to
150,000 potential claimants.  The Debtors recently learned that
some of the names and addresses of certain claimants were omitted
from the service list for the Effective Date Notice.  As a
result, these claimants were not sent direct notice by mail of
the Administrative Bar Date and the deadlines for submission of
cure claims and rejection damage claims.

For these reasons, the Debtors sought and obtained the Court's
approval to establish:

   (a) February 23, 2004 as the second Supplemental Bar Date for
       personal injury and related litigation claimants to file
       proofs of prepetition claims; and

   (b) March 8, 2004 as the second Supplemental Administrative
       Bar Date for filing administrative expense claims.

The Court also sets:

   (1) an additional Supplemental Bar Date of 33 days after
       notice of the Additional supplemental Bar Date is mailed
       to the Additional Personal Injury Claimants as the last
       date for the Additional Claimants to file prepetition
       claims; and

   (2) an additional Supplemental Administrative Bar Date of
       48 days after notice of the Supplemental Administrative
       Bar Date is actually mailed to the Additional
       Administrative Expense Claimants as the last date for
       the Claimants to file postpetition claims.

According to Andrew Goldman, Esq., at Wilmer, Cutler & Pickering,
in New York, the Second Supplemental Bar Date applies only to all
persons or entities who are personal injury claimants and who
hold prepetition claims against the Debtors.  Proofs of claim
need not be filed by any person or entity:

   (a) who has already filed a proof of claim against the correct
       Debtor;

   (b) who asserts a Claim allowable under Sections 503(b) and
       507(a) of the Bankruptcy Code as an administrative expense
       of the Debtors' Chapter 11 cases; and

   (c) whose Claim against a Debtor has previously been allowed
       by, or paid pursuant to, a Court order.

The Second Supplemental Administrative Bar Date applies only to
persons or entities who are administrative claimants and who hold
postpetition claims against the Debtors.

The Debtors will mail the Second Supplemental Bar Date and
Administrative Bar Date Notices to potential claimants as soon as
practicable, but not later than January 20, 2004.

The Debtors will retain the right to dispute, or assert offsets
or defenses against any filed Claim.  Unless the Debtors object
to any filed Claim by May 7, 2004, the Claim will be deemed
allowed in the amount requested in accordance with Section 502.
Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, Claimants who failed to timely file their Claim by the
applicable Bar Date are forever barred from doing so. (Kmart
Bankruptcy News, Issue No. 68; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


LABRANCHE: Low Earnings Prompt S&P to Cut Counterparty Rating to B
------------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch and
lowered its long-term counterparty credit rating on LaBranche & Co
Inc. to 'B' from 'B+'. The ratings had been placed on CreditWatch
Nov. 18, 2003. The outlook is negative.

The downgrade reflects the company's current earnings and interest
coverage ratios, which are substantially lower than in prior
years. Standard & Poor's also has continued concerns regarding the
ability of the company to meet its near-term debt obligations
given the possibility for sizable penalties as a result of the
NYSE and SEC investigations. These issues could impair the
company's ability to raise liquidity to meet its upcoming debt
maturity of $100 million in bonds due in August 2004.

"Even if LaBranche successfully repays or refinances the maturing
debt, profitability metrics are likely to remain pressured," said
Standard & Poor's credit analyst Baylor A. Lancaster. Excluding a
$170 million noncash charge for goodwill impairment, 2003 earnings
of $21.5 million were 75% lower than 2002, largely as a result of
a 41% decline in principal trading revenues. Cash flow generation
remains weak, with pro-forma earnings before taxes and
depreciation of $11.2 million for fourth-quarter 2003.

The negative outlook is based on the longer-term uncertainty
surrounding the specialist business model. The NYSE and SEC
investigations could lead to structural changes, including greater
oversight or more electronic execution, which would negatively
affect the specialists' ability to conduct principal trading.


LAIDLAW: Files SEC Form S-4 for $406-Mil. Sr. Note Exchange Offer
-----------------------------------------------------------------
Laidlaw International, Inc. (OTCBB:LALW)(TSX:BUS) filed a
Registration Statement on Form S-4 with the Securities and
Exchange Commission with respect to an exchange offer for its $406
million 10-3/4% Senior Notes due 2011. The Notes were issued in a
private placement in June 2003. The Registration Statement will
permit the exchange of the existing Notes for Notes registered
under the Securities Act having substantially identical terms.
Laidlaw International will not receive any proceeds from the
exchange offer.

The company also concluded an amendment to its senior secured
credit facility that clarifies the impact of potential events at
Greyhound Lines, Inc. on Laidlaw International's senior secured
credit facility.

Laidlaw International, Inc., is a holding company for North
America's largest providers of school and inter-city bus
transport, public transit, patient transportation and emergency
department management services. Trades of the company's shares
are currently posted on the OTC Bulletin Board (OTCBB: LALW).
Additionally, the company's shares trade on the Toronto Stock
Exchange (TSX: BUS). For more information, visit the company's Web
site at http://www.laidlaw.com/.

As noted above, the Registration Statement relating to the
exchange of the Notes has been filed with the Securities and
Exchange Commission, but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted
prior to the time the Registration Statement becomes effective.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in which such and offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of such state.


LA QUINTA: Reports 2003 Income Tax Treatment on Preferred Shares
----------------------------------------------------------------
La Quinta Properties, Inc., announced that the dividends per
depositary share paid in 2003 on its 9% Series A Cumulative
Redeemable Preferred Stock will be treated as ordinary income for
federal income tax purposes.  In 2003, La Quinta Properties, Inc.
made cash distributions equal to $2.25 per depositary share of
preferred stock.

Registered holders of depositary shares of 9% Series A Cumulative
Redeemable Preferred Stock will receive an Internal Revenue
Service Form 1099- DIV from American Stock Transfer, the Company's
dividend paying agent.  The form will report the gross dividends
paid during 2003.  If shares were held in "street name" during
2003, the bank, brokerage firm or other nominee that holds such
shares will provide the IRS form.

                 About La Quinta Corporation

Dallas based La Quinta Corporation (NYSE: LQI) and its controlled
subsidiary La Quinta Properties, Inc., a leading limited service
lodging company, owns, operates or franchises over 370 La Quinta
Inns and La Quinta Inn & Suites in 33 states.  Other information
about La Quinta is available on the Internet at
http://www.LQ.com/.

                         *    *    *

As reported in the Troubled Company Reporter's December 22, 2003
edition, Fitch Ratings affirmed the senior unsecured ratings La
Quinta at 'BB-', and has revised the Rating Outlook to Stable from
Negative.

The ratings reflect La Quinta's sizable and geographically diverse
asset base of owned hotel properties, healthy liquidity, improved
capital structure, and strong track record in a challenging
environment. Risks include significant debt levels, minimal free
cash flow generation, potential acquisitions and limited brand
recognition.

The change in Outlook reflects LQI's improved capital structure,
stronger business profile, and recent strengthening of lodging
fundamentals. Overhang to the rating and Outlook is LQI's stated
priority of making a strategic acquisition with net proceeds of a
recent equity issuance. In the event proceeds are used to further
improve its capital structure, Fitch would likely review the
rating and/or outlook for possible upgrade.


LYONDELL: S&P Cuts Rating over Weaker-Than-Expected Oper. Results
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston, Texas-based Lyondell Chemical Co. to 'B+' from
'BB-'. At the same time, Standard & Poor's lowered its corporate
credit rating on Lyondell's 70.5%-owned subsidiary, Equistar
Chemicals L.P., to 'B+' from 'BB-'.

Other ratings were also lowered. The outlook on both companies is
stable. Lyondell Chemical is the world's largest producer of
propylene oxide, a key intermediate for urethanes and an array of
other industrial chemicals.

Standard & Poor's said that the downgrades follow Lyondell's
announcement of weaker-than-expected fourth-quarter and full year
2003 operating results, which underscored the increasing
vulnerability of Lyondell's businesses in an environment of
elevated and more volatile raw material costs, and the diminishing
profitability from Lyondell's large methyl tertiary butyl ether
(MTBE) business.

"The disappointing results at the important Equistar venture are
of particular concern given that the eventual recovery of
Equistar's businesses is likely to provide Lyondell with the best
prospects for reducing its onerous debt burden in advance of
pending debt maturities. While these businesses are still expected
to gain strength over the next couple of years and are likely to
support credit stability, operating trends are likely to reflect
the uncertainties associated with raw material cost movements and
the possibility of further profit erosion at Lyondell's
Intermediate Chemicals & Derivatives division due to the
still-evolving MTBE market," said Standard & Poor's credit analyst
Kyle Loughlin. "These concerns could have the effect of
diminishing Lyondell's ability to restore the financial profile to
the extent necessary to support the previous ratings, despite
management's ongoing commitment to reduce debt," he added.

Standard & Poor's also is concerned that cash generation has
become more dependent upon Lyondell's 58.75% owned subsidiary,
Lyondell-Citgo Refining L.P., which remains subject to political
risk in Venezuela (due to crude supply contracts with Petroleos de
Venezuela S.A.) and faces a renegotiation with lenders to reduce
refinancing risk. While a potential disruption of crude deliveries
from Venezuela (B-/Stable/C) is not expected and LCR has
demonstrated an ability to process crude from other sources, the
potential for even a temporary disruption to LCR's operations
or cash management is a risk factor. These concerns are somewhat
counterbalanced by the prudent steps taken by management to extend
debt maturities and to preserve liquidity in a difficult business
environment, and by an emerging economic recovery.


MAGELLAN HEALTH: Settles Claims Dispute with Berry Network
----------------------------------------------------------
In 1994, Berry Network, Inc., an indirect subsidiary of
BellSouth Corporation, entered into a contract with Charter
Medical Corporation, now known as Magellan Health Services, Inc.,
pursuant to which Berry was to provide various exclusive and non-
exclusive advertising services to Charter.

In February 2000, Berry commenced an action against Magellan in
the Common Pleas Court of Montgomery County, Ohio, Civil
Division.  In the Ohio Action, Berry asserted a breach of
contract claim against Magellan based on allegations of
Magellan's failure to pay amounts due under the Contract, and
sought the recovery of $2,800,000, plus attorneys' fees and
interest.

Also in February 2000, Charter and many of its affiliates, but
not Magellan, filed Chapter 11 petitions in the United States
Bankruptcy Court for the District of Delaware.

Berry filed a claim in the Charter bankruptcy case for the amount
in dispute in the Ohio Action.  Berry and Charter ultimately
settled the claim filed in the Charter bankruptcy case, and any
potential claims Charter may have had against Berry, including
avoidance actions, through the execution of a mutual general
release in November 2001.

Soon after the execution of the Release, Magellan filed a motion
for summary judgment in the Ohio Action.  Magellan argued that
the Release applied to Magellan, and that, therefore, judgment
should be entered in favor of Magellan in the Ohio Action.  Berry
disputed Magellan's argument.

The Ohio Court granted Magellan's motion for summary judgment.
Berry appealed the judgment, which was reversed on certain
grounds.  The Ohio Action remains pending at the trial court
level but has been stayed as a result of the commencement of
Magellan's Chapter 11 case.

On June 26, 2003, Berry timely filed an unsecured claim against
Magellan in its Chapter 11 case for $4,192,928.  The Berry Claim
is made with respect to claims asserted in the Ohio Action.  The
Debtors objected to the claim on August 18, 2003.

The Ohio Action has been pending for more than three years.
While the Debtors believe that they will prevail in the Ohio
Action, particularly due to the Release, they also believe that
continued litigation regarding the Berry Claim would be costly
and protracted and is subject to uncertainty.  Accordingly, the
Debtors and Berry engaged in extensive, arm's-length discussions
regarding the amount and treatment of the Berry Claim, which
culminated in the compromise documented in a Court-approved
Stipulation.

The salient terms of the Stipulation are:

   (1) The Debtors will remit to Berry, in full satisfaction of
       the Berry Claim, $250,000 in cash.  Berry will not be
       entitled to any further distributions on the Berry Claim,
       which will be deemed disallowed; and

   (2) The Stipulation and Order constitutes a full and final
       compromise between the Parties of any claims, legal or
       equitable, against the other arising out of the Contract,
       related to the Berry Claim or which were or could have
       been asserted by the Parties in the Ohio Action, and the
       Parties mutually release those claims against the other
       and agree that, upon Berry's receipt of the payment, they
       will file a stipulation of dismissal with prejudice of the
       Ohio Action with the Clerk of the Ohio Court.

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt will drop from the Company's balance
sheet and Onex Corporation will invest more than $100 million in
new equity. (Magellan Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MESA AIR: Finalizes Financing for 5 CRJ-700 and 4 CRJ-900 Jets
--------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA), announced it has closed on
its previously announced financing commitment, permanently
financing 5 CRJ-700 and 4 CRJ-900 regional jets.  As a result,
Mesa has permanently financed all of its aircraft delivered to
date and has permanent financing in place for the next 2 CRJ-900s.
Following this financing, Mesa has either committed interim or
backup permanent debt financing for its next 35 regional jet
deliveries.

"We have begun to see improvement in the financing markets and
believe we can finance all of our aircraft deliveries over the
foreseeable future," said Jonathon Ornstein, Mesa's Chairman and
CEO.

Mesa currently operates 159 aircraft with 1,012 daily system
departures to 151 cities, 40 states, the District of Columbia,
Canada, Mexico and the Bahamas.  It operates in the West and
Midwest as America West Express; the Midwest and East as US
Airways Express; in Denver, Los Angeles, and Chicago as United
Express; in Kansas City with Midwest Airlines and in New Mexico
and Texas as Mesa Airlines.  The Company, which was founded in New
Mexico in 1982, has 4,397 employees.  Mesa is a member of the
Regional Airline Association and Regional Aviation Partners.


MESABA AIRLINES: Pilots Ratify New Contract
-------------------------------------------
After a lengthy battle negotiating a new collective bargaining
agreement with their employer, Mesaba Airlines pilots have
ratified their contract by a 66% margin. Mesaba officials signed
the deal with the pilots' union leaders late Friday afternoon.

The contract comes after 930 days of negotiations, including a 42-
hour non-stop bargaining session after pilots rolled their strike
deadline January 9. Mesaba was forced to temporarily suspend
flights during this period, but the pilots never actually went on
strike.

Contract improvements in job security, wages, retirement, and work
rules were the top issues for the pilot group, which is
represented by Air Line Pilots Association, International.
Virtually every section of the contract was enhanced, according to
union officials.

"Despite a tough environment in the airline industry, pilots have
achieved a contract that secures their jobs and provides overdue
increases to their compensation and retirement," said Capt. Tom
Wychor, chairman of the Mesaba unit of ALPA. "But the real credit
for this contract goes to every Mesaba pilot for his and her
professionalism and resolve throughout the arduous negotiating
process."

The new contract also binds Mesaba's holding company, MAIR
Holdings, to all flying opportunities including all future growth
at Mesaba or any other future MAIR subsidiary. The job security
provisions also state that Big Sky Airlines, which operates out of
Billings, Mont., will be restricted to its current operation of
aircraft that have 19 seats or less.

"Any new flying that Mesaba or MAIR Holdings gains, whether it
comes from Northwest Airlines or another carrier, will be flown by
Mesaba pilots," stated Mesaba pilot and union spokesman Kris
Pierson. "Our pilots wore buttons with the slogan 'Our Profits,
Our Jobs.' The new contract makes that vision a reality."

Pilots will see pay increases effective January 31 that range from
5% to 27%. Entry level pilots who had been paid only $17,000 will
jump to $21,600. In addition, the pilots will get annual longevity
increases and additional pay bumps that average 3% per year during
the five-year contract. Overall, wages will increase by 37% on
average from today to the end of the contract.

"In regards to the new retirement package, the reality for our
pilots is that many of them will make a career at Mesaba without
ever flying for a larger carrier," said Wychor. "It was very
important that we shore up pilots' retirement provisions and pay
scales to make it feasible for them to retire from Mesaba Airlines
at the federally mandated age 60, and I believe we've taken a
positive step in that direction with this new contract."

"Many of our pilots have been disenchanted with management's
tactics over the last 2 1/2 years and this process has taken an
enormous toll on the pilot group. We hope that management
recognizes this and will work with ALPA to address our pilots'
concerns," said Pierson.

Mesaba Airlines operates as a Northwest Jet Airlink and Northwest
Airlink partner for Northwest Airlines. Mesaba serves 111 cities
in 20 states and Canada from Northwest's three major hubs:
Detroit, Minneapolis/St. Paul and Memphis. Mesaba employs 844
professional airline pilots who operate an advanced fleet of 100
regional jet and jet-prop aircraft.

Founded in 1931, ALPA is the world's largest pilot union
representing 66,000 pilots at 42 airlines in the U.S. and Canada.
Visit the ALPA Web site at http://www.alpa.org/.


METROPOLITAN MORTGAGE: Expects to File for Bankruptcy This Week
---------------------------------------------------------------
Metropolitan Mortgage & Securities Co., Inc. (AMEX: MPD.pr) and
Summit Securities, Inc. (AMEX: SGM.pr) jointly announced that the
companies expect to file petitions for bankruptcy relief under
Chapter 11 this week. The anticipated filing will permit the
companies the opportunity to combine and reorganize their
businesses through a "debt for equity plan" arrangement. That
arrangement would provide the companies' current creditors with
substantially all of the ownership of the reorganized entity. The
companies report they are encouraged by some preliminary
discussions with representatives of the interests of holders of
the companies' debentures about the proposed plan, and believe a
preliminary agreement on the terms of the plan could be reached
shortly. The companies' insurance company subsidiaries are not
anticipated to be included in the filing and will continue normal
operations.

Management of both Metropolitan and Summit are firmly committed to
using Chapter 11 to satisfy the companies' obligations to their
bondholders and creditors to the maximum extent possible. "The
companies look forward to working with their bondholders and
creditors to emerge from bankruptcy under a debt-for-equity plan
as quickly as possible," said Bill Smith, Metropolitan's Chief
Financial Officer. "Based on our recent discussions, we believe
the creditors are supportive of our efforts to use the bankruptcy
process to implement a consensual plan and take all necessary
actions to protect and preserve the value of the companies'
operations and assets. The reorganization will also afford us with
the opportunity to regain our financial health and focus and to
allow the business to operate with the highest level of
integrity." The bankruptcy process should not have a detrimental
effect on the companies' insurance company subsidiaries, which are
separate companies.

The companies have been contacted by three law firms known to
represent committees of bondholders: the Spokane firms of Randall
& Danskin, P.S. and Southwell & O'Rourke, P.S. and the New York
office of King & Spalding, LLP, an Atlanta based firm.


MINORPLANET SYSTEMS: Files for Chapter 11 Restructuring in Texas
----------------------------------------------------------------
Minorplanet Systems USA, Inc. (Nasdaq:MNPL), a leading provider of
telematics-based management solutions for commercial fleets, has
filed a voluntary petition for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in the Northern District of Texas, Dallas
Division.

The company will remain in possession of its properties and assets
as debtor-in-possession as it works to restructure debt and emerge
from bankruptcy. Dennis Casey, a long-time telecommunications
industry veteran, has been elected by the Board of Directors to be
the company's new president and chief executive officer.

Casey has been associated with Minorplanet Systems USA since June
2003 as he consulted with the company on its financial and
operating condition and its potential in the high-growth fleet
management solutions market. A 24-year-veteran of GTE Corporation,
he last served as vice president of Marketing for GTE Corporate
Telephone Operations and GTE Automatic Electric. Since leaving
GTE, Casey has founded and served as CEO of two public
telecommunications companies. He is currently founder and CEO of a
communications company that provides CATV, Internet access and
telecommunications management to U.S. Army lodging facilities.

The Board also named W. Michael Smith, currently the company's
chief operating officer, to the additional position of chief
financial officer, while Doug Hufsey, with over 20 years' sales
and marketing experience in various technology-based businesses,
was named director of Sales and Marketing.

In commenting on the filing, Mr. Casey emphasized that the action
was taken primarily to restructure Minorplanet Systems USA's long-
term debt and that he expects the company to exit this process as
a stronger and more financially viable entity. Casey noted that
the company has already received a minimum commitment for $1.3
million of debtor-in-possession financing, subject to court
approval, and expects to emerge from the voluntary filing as
quickly as the courts will allow.

"No staff reductions are planned, and customers can expect to
receive the same high-quality service that the company has always
provided," Casey said. "The company had previously taken major
steps toward achieving profitability by significantly reducing
operating expenses, as well as licensing leading-edge telematics
technology and recapitalizing a significant portion of its long-
term debt. However, during the last six months, we faced the
reality that the remaining $14.3 million of senior note debt
created a significant impediment to obtaining the capital needed
to fund the company's growth plans. We believe that a voluntary
filing represents the most prudent step to efficiently and quickly
restructure this debt and is in the best interests of the company,
its creditors and shareholders."

The company plans to file its plan of reorganization shortly and
expects the plan will fully satisfy all creditor claims. The
company's plan of reorganization also anticipates expanding its
sales and marketing presence to additional major metropolitan
areas across the United States.

     Terms of the $1.3 Million Debtor in Possession Financing

The $1.3 million convertible promissory note principal balance is
due 36 months from the date of closing, with an annual interest
rate of 12 percent. The company is required to pay 36 monthly
accrued interest-only payments on the principal balance, with the
initial interest payment due 30 days from closing. Following the
initial year of the note, the company may elect to repay the loan
without premium or penalty.

The lender may elect at any time prior to the maturity date of the
note to convert all or any part of the principal or accrued
interest to common stock, discounted at a rate of 20 percent of
the market value if the election is made within the initial year
of the loan or 15 percent of the market value if the election is
made thereafter. Market value for purposes of conversion is
defined as the average trading price of the common stock five days
before and five days after the date the lender elects to exercise
the conversion.

Minorplanet Systems USA, Inc. -- http://www.minorplanetusa.com/--
markets, sells and supports Vehicle Management Information(TM)
(VMI(TM)), a state-of-the-art fleet management solution that
contributes to higher customer revenues and improved operator
efficiency. VMI combines the technologies of the global
positioning system and wireless vehicle telematics to monitor
vehicles, minute by minute, in real time. Based in Richardson,
Texas, the company also markets, sells and supports a customized,
GPS-based fleet management solution for large fleets like SBC
Communications, Inc., which has approximately 32,800 installed
vehicles now in operation.


MINORPLANET SYSTEMS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Lead Debtor: Minorplanet Systems USA, Inc.
             1155 Kas Drive, Suite 100
             Richardson, Texas 75081

Bankruptcy Case No.: 04-31200

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Caren 292 Limited                          04-31201
     Minorplanet Systems USA Limited            04-31202

Type of Business: The Debtor develops and implements mobile
                  communications solutions for service vehicle
                  fleets, long-haul truck fleets and other
                  mobile-asset fleets, including integrated
                  voice, data and position location services.
                  See http://www.minorplanetusa.com/

Chapter 11 Petition Date: February 2, 2004

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsels: Omar J. Alaniz, Esq.
                   Patrick J. Neligan, Jr., Esq.
                   Neligan Tarpley Andrews and Foley LLP
                   1700 Pacific Avenue, Suite 2600
                   Dallas, TX 75201
                   Tel: 214-840-5300
                   Fax: 214-840-5301

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Minorplanet Systems USA, Inc. $10 M to $50 M     $10 M to $50 M
Caren 292 Limited             $10 M to $50 M     $0 to $50,000
Minorplanet Systems USA       $10 M to $50 M     $1 M to $10 M
  Limited


MIRANT CORP: Wants Clearance for Mobile Intercreditor Agreement
---------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Mirant Corp. Debtors seek the Court's authority to
enter into an Intercreditor Agreement relating to claims against
Mobile Energy Services Company, LLC and Mobile Energy Services
Holdings, Inc.

In 1994, the Scott Paper Company sold an energy complex located
in Mobile, Alabama to Mobile Holdings, a subsidiary of The
Southern Company, a Delaware Corporation.  The energy complex
produced electricity and steam, and processed a byproduct of the
paper pulping process referred to as black liquor by burning it
as fuel in a boiler.  The energy complex was transferred in 1995
by Mobile Holding to Mobile LLC, which at the time was owned 99%
by Mobile Holding and 1% by Mirant Services LLC.  Mirant Services
transferred its 1% interest to Mobile Holding in late 2000.

Meredyth A. Purdy, Esq., at Haynes and Boone LLP, in Dallas,
Texas, relates that after the acquisition, the energy complex was
operated and maintained by Mirant Services pursuant to a Facility
Operations and Maintenance Agreement dated as of December 12,
1994 between Mirant Services and Mobile LLC.  Mirant Services
continued to operate the energy complex through March 2001, when
a new operator was put into place.

After the acquisition, in 1995, Mobile LLC issued $255,000,000 of
publicly traded bonds and re-issued $85,000,000 to tax exempt
bonds secured by various of its assets.

According to Ms. Purdy, the transaction documents relating to the
acquisition were structured so that Mobile LLC had separate
energy services agreements with a tissue mill and pulp mill owed
by Scott and a paper mill owned by S.D. Warren Alabama LLC, which
had been a Scott subsidiary but was sold in late 1994 to a third
party.

In 1995, Kimberly-Clark Corporation acquired Scott.  In 1998,
Kimberly-Clark advised Mobile LLC that it is closing its pulp
mill effective September 1, 1999.  The pulp mill accounted for
about 50% of Mobile LLC's revenues and 80% or more of its fuel.
On January 14, 1999, the Mobile Entities filed for bankruptcy in
the Southern District of Alabama.

Ms. Purdy reports that after the Mobile Entities' bankruptcy
filing, Mirant Corporation worked with the bondholders of the
Mobile Entities to try to maximize the value of those entities to
the bondholders.  On February 9, 2000, Mirant Services, Mirant,
Mobile LLC and Mobile Holding entered into a MESC Cogeneration
Development Agreement pursuant to which Mirant Services and
Mirant were to provide assistance to Mobile LLC in developing a
cogeneration project on site and were to provide Mobile LLC a
turbine for the project.  In exchange, Mobile LLC:

   -- granted certain releases to Southern, Mirant Services and
      Mirant; and

   -- agreed to indemnify Southern, Mirant Services and Mirant
      and their affiliates against certain losses or costs they
      might incur relating to Mobile LLC, among which are:

      (a) a guaranty provided by Southern to the owners of the
          pulp, paper and tissue mills of Mobile LLC's
          obligations to each mill owner under separate
          environmental indemnity agreements with Mobile LLC has
          with each of the three mill owners, which guaranty is
          capped at $15,000,000 in 1994, escalating at the
          Producer Price Index; and

      (b) obligations under an agreement with the three mill
          owners under which Southern is required to fund an
          account in the amount of $2,000,000 to be used to pay
          for maintenance services under certain circumstances.

      In addition, at the time of the first amendment to the
      Development Agreement, Mobile LLC and Mobile Holding agree
      to indemnify Southern from certain adverse income tax
      consequences resulting from the occurrence of certain
      specified events, as set forth in the Tax Indemnification
      Agreement dated September 2, 2000.

In the spring of 2000, Southern announced its intent to spin off
Mirant.  In connection with that spin off, all business
activities being conducted by Mirant and its subsidiaries were
intended to be spun off from Southern as a stand alone business.
However, Ms. Purdy notes, having Mirant own the Mobile Entities
would have subjected it to regulation under the Public Utility
Holding Company Act of 1935.  Consequently, the Mobile Entities
could not be transferred by Southern to Mirant without adverse
regulatory consequences.  Instead, Southern, which was already
subject to PUHCA, continued to own the Mobile Entities after
Southern's spin off of Mirant, and an agreement was reached
whereby Mirant incurred certain indemnity obligations to Southern
relating to the Mobile Entities.

Ms. Purdy informs Judge Lynn that under the reorganization plans
of the Mobile Entities, the ownership by Southern of the Mobile
Entities will be terminated upon the Effective Date of those
plans.  The Mobile Plans were confirmed on September 23, 2003,
but they cannot become effective until the Intercreditor
Agreement and certain other documents are executed and no waiver
of conditions is made.  After its ownership in the Mobile
Entities is terminated, Southern will however continue to have
the indemnity obligations to the mill owners that pre-dated the
plan.  Under the indemnity arrangement instituted when Southern
spun off Mirant, Mirant could be required to indemnify Southern
for any payments that Southern is required to make in the future
under its obligations that run in favor of the mill owners, which
obligations could run into the millions of dollars.

Part of the consideration Mirant received under the Development
Agreement was that Mobile LLC granted to Southern and Mirant a
priming lien on its assets to secure the indemnity obligations
that Mobile LLC incurred in favor of Southern and Mirant as
consideration for the obligations incurred by Mirant in the
Development.  The lien was also intended to secure any continuing
obligations of Mobile LLC to Mirant under the O&M Agreement.

Prior to the plan confirmation, the priming lien that was granted
to Southern and Mirant had been effectuated through an order in
the Mobile Entities' cases.  However, under the Plan, the
bondholders will retain a $1,000,000 claim secured by the same
assets as secure that secure the indemnity obligations to
Southern and Mirant.  The relative priority of the liens and
security interests in the assets of Mobile LLC as between the
bondholders, and Southern and Mirant is governed by the
Intercreditor Agreement.

                  The Intercreditor Agreement

Under the Intercreditor Agreement, a "Collateral Agent" is
appointed for the "Indemnified Parties" which include Mirant,
Mirant Services and Southern, and the so-called "Senior Secured
Parties" which include the so-called Tax-Exempt Indenture Trustee
and any "Working Capital Facility Provider" if a Working Capital
Facility is then in effect.

Pursuant to the collateral documentation, Mobile LLC granted
liens and security interests in its assets to the Collateral
Agent.  The Intercreditor Agreement governs the obligations of
the Collateral Agent and the rights, obligations and relative
priorities of the Indemnified Parties and the Senior Secured
Parties relating to the collateral.  The Indemnified Parties have
liens of first priority, although so long as the indemnity claims
are contingent and not "reasonably foreseeable to be due and
payable in the future" distributions can be made to the Senior
Secured Creditors under the circumstances set forth in the
Intercreditor Agreement.

By operation of the Intercreditor Agreement and the collateral
documentation granting liens and security interests in the assets
of Mobile LLC to the Collateral Agent, Mirant and Mirant Services
will be the beneficiaries of liens and security interests in the
assets of Mobile LLC granted to the Collateral Agent to secure
the obligations of Mobile LLC to indemnify the Subject Debtors
under the Development Agreement, including for:

   (a) any liability arising out of the cancellation of third
       party contracts due to the termination of the O&M
       Agreement; and

   (b) claims, demands, losses, liabilities and expenses
       incurred by Mirant Services relating to the MESC
       Retention and Severance Program.

In addition, as one of the Indemnified Parties, Southern is a
beneficiary of liens and security interests in the assets of
Mobile LLC to secure its obligations to indemnify Southern for
the Mill Owner Claims.  In the event that the Mirant Debtors must
honor the obligation to indemnify Southern and they make any
payment on account of claims by the mill owners against Southern
under its agreements with the mill owners, the Mirant Debtors
will be subrogated to the rights of Southern against Mobile LLC
and the security thereof.

The only affirmative obligations that the Mirant Debtors will
incur is to indemnify the Collateral Agent for "any and all
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time be imposed on, incurred by or
asserted against the Collateral Agent" but only to the extent of
the interests of the Mirant Debtors in the "Shared Collateral".
Thus, the Mirant Debtors are not incurring any obligations
postpetition that would operate to the detriment of their
estates.

            The Second Settlement Relating to Offset

Under the O&M Agreement, Mobile LLC was required to indemnify
Mirant Services for fees and costs incurred in connection with
various matters set in the O&M Agreement.  Mobile LLC
acknowledged and agreed that it is obligated to indemnify and
reimburse Mirant Services for $266,262 for attorneys' fees and
costs it paid.

Pursuant to the Development Agreement, as amended from time to
time, Mobile LLC made certain payments to Mirant Services
relating to the MESC Retention Severance Program that turned out
to be overpayments.  The overpayments aggregate $220,040.

Mirant Services and Mobile LLC desire to settle the claims by an
offset whereby the $220,040 Mirant Services owed is set off
against and deducted from the $266,262 Mobile LLC owed to Mirant
Services.  The net amount payable to Mirant Services would
therefore be $46,222.

Ms. Purdy contends that the contemplated Intercreditor Agreement
and set-off should be approved because:

   (a) with the complexity and the nature of the claims the
       Mirant Debtors have and had with the Mobile Entities, the
       treatment under the Intercreditor Agreement is already
       very favorable;

   (b) the proposed offset eliminates the costs of collection;

   (c) the Intercreditor Agreement results in obtaining
       collateral to secure an indemnity obligation;

   (d) the offset yields a payment favorable to Mirant Services;
       and

   (e) it eliminates the possibility that Mirant Services will
       have to pay any cash to Mobile LLC on account of its
       claim against Mirant Services for the overpayments under
       the Retention and Severance Program. (Mirant Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


MISSISSIPPI CHEMICAL: CEO Charles Dunn To Leave Post on March 1
---------------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board: MSPIQ.OB)
reported that Charles O. Dunn, the company's president and chief
executive officer and a director of the company, has notified the
Board of Directors of his intention to resign his positions on
March 1. Coley L. Bailey, the chairman of the board, will assume
the responsibilities of the chief executive officer as well as
retain his position as chairman. Additionally, on December 1,
2003, Larry Holley was named Senior Vice President and Chief
Operating Officer for the company.

"The company's markets have improved significantly, and the
company's debt to its pre-petition lenders has been substantially
reduced. These and other restructuring efforts have positioned the
company to achieve an orderly resolution to its reorganization
process," Dunn said. "It's my belief that Mississippi Chemical
will benefit from fresh leadership, and a change at this time will
allow the transition to be in place when the company emerges from
bankruptcy. My departure is completely amicable with the board of
directors and the company's major creditors, all of whom have been
very professional and understanding about the environment in which
we've been operating." Dunn joined the company in 1978 and became
president and chief executive officer in 1993.

The company's newly named CEO, Coley Bailey, has served as a
member of the board of directors since 1979 and as chairman since
l988. He has been one of the primary leaders in agriculture in
Mississippi for many years. "Chuck Dunn has served as president
and chief executive officer of the company during some of its best
and worst times. The early years of his leadership were
characterized by expansion and strong financial results for the
company. He led Mississippi Chemical in its transition from a
cooperative to a public company traded on the New York Stock
Exchange. Although the depressed global agricultural industry and
the unprecedented volatility in the natural gas market have made
his most recent years as CEO extremely difficult ones, Chuck's
leadership has been invaluable in guiding the company through this
period. Factors beyond his control created the situation resulting
in the company's bankruptcy filing. We regret his leaving but
certainly understand his desire to begin doing something new,"
Bailey said.

"We are making considerable progress in refocusing the company's
operations to adapt to the changed conditions in this global
industry," Bailey continued. "Our principal segment, the nitrogen
business, is generating healthy margins despite very high gas
prices, and we are encouraged by the improving phosphate market."

Larry Holley joined Mississippi Chemical in 1974 in its
engineering department. He served as president of the company's
ammonia production joint venture in the Republic of Trinidad and
Tobago, Point Lisas Nitrogen Limited, from 1998 to 2000. Most
recently, he has served as vice president of nitrogen production
for the company. Holley will report to Bailey. "The transition for
Larry to assume the COO position for the company began last
summer. We all have complete confidence in his skills and
leadership in directing the business operations of the company,"
Bailey said.

Mississippi Chemical Corporation is a leading North American
producer of nitrogen, phosphorus and potassium products used as
crop nutrients and in industrial applications. Production
facilities are located in Mississippi, Louisiana and New Mexico,
and through our joint venture, Point Lisas Nitrogen Limited, in
The Republic of Trinidad and Tobago. On May 15, 2003, Mississippi
Chemical Corporation, together with its domestic subsidiaries,
filed voluntary petitions seeking reorganization under Chapter 11
of the U.S. Bankruptcy Code.


MOHEGAN TRIBAL: December 2003 Capital Deficit Narrows to $89MM
--------------------------------------------------------------
The Mohegan Tribal Gaming Authority, or the Authority, the
operator of a gaming and entertainment complex located near
Uncasville, Connecticut, known as Mohegan Sun, announced its
operating results for the quarter ended December 31, 2003.

Results for the quarter ended December 31, 2003 were as follows:

   -- Record gaming revenues of $274.1 million, a 7.3% increase
      over the corresponding period in the prior year

   -- Gross slot revenues of $201.1 million, a 9.4% increase over
      the corresponding period in the prior year, exceeding the
      State of Connecticut slot revenue market growth rate of 5.8%

   -- Table games revenues of $76.2 million, a 7.1% increase over
      the corresponding period in the prior year

   -- Non-gaming revenues of $60.5 million, a 9.5% increase over
      the corresponding period in the prior year

   -- Income from operations of $52.5 million, a 10.4% increase
      over the corresponding period in the prior year

   -- Net income of $26.1 million, a 28.9% increase over the
      corresponding period in the prior year

   -- Adjusted EBITDA, a non-GAAP measure more fully described
      below, of $76.0 million, a 7.6% increase over the
      corresponding period in the prior year

               First Quarter Operating Results

Net revenues for the quarter ended December 31, 2003 increased by
$23.0 million, or 8.1%, to $306.0 million from $283.0 million for
the same period in the prior year. This increase is due to the
continued growth in both gaming and non-gaming revenues of the
Authority, which is partially the result of a 5.8% increase in
casino patronage over the same period in the prior year.

William J. Velardo, President and Chief Executive Officer, stated,
"I am pleased with our first quarter results and the efforts of
our over 9,500 dedicated employees. Our first quarter results were
impacted slightly by the adverse December weather and higher than
anticipated employee medical insurance costs. We will continue to
work with the MTGA Management Board during the remainder of fiscal
year 2004 to focus on cost containment initiatives, as well as
guest enhancement opportunities."

Gaming revenues for the quarter ended December 31, 2003 increased
by $18.7 million, or 7.3%, to $274.1 million from $255.4 million
for the same period in the prior year.  This increase is due
primarily to growth in slot revenues.

Gross slot revenues, which the Authority also refers to as gross
slot win, for the quarter ended December 31, 2003 increased by
$17.3 million to $201.1 million from $183.8 million for the same
period in the prior year. Mohegan Sun exceeded the Connecticut
slot revenue market growth for the quarter ended December 31,
2003, as the Authority experienced an increase in gross slot
revenues of 9.4% over the same period in the prior year. The State
of Connecticut reported slot revenues of $387.1 million and $365.9
million for the quarters ended December 31, 2003 and 2002,
respectively, representing an increase of 5.8%. Gross slot hold
percentage, or gross slot revenues divided by slot handle, for the
quarter ended December 31, 2003 was 8.2% compared to 7.8% for the
same period in the prior year. Slot handle for the quarter ended
December 31, 2003 increased by $117.0 million, or 5.0%, to $2.46
billion from $2.34 billion for the same period the prior year.
Gross slot win per unit per day was $356 and $322 for the quarters
ending December 31, 2003 and 2002, respectively.

Table games revenues for the quarter ended December 31, 2003
increased by $5.1 million, or 7.1%, to $76.2 million from $71.1
million for the same period in the prior year. Table games hold
percentage, or table games revenues divided by table games drop,
was 15.7% for the quarter ended December 31, 2003 compared to
16.2% for the same period in the prior year. Table games revenue
per unit per day was $3,060 and $3,023 for the quarters ending
December 31, 2003 and 2002, respectively.

Non-gaming revenues for the quarter ended December 31, 2003
increased by $5.3 million, or 9.5% to $60.5 million from $55.2
million for the same period in the prior year. Retail,
entertainment and other revenues increased by $4.3 million, or
20.8%, to $25.0 million for the quarter ended December 31, 2003
from $20.7 million for the same period in the prior year. Hotel
revenues increased $241,000, or 1.9%, to $13.0 million in the
quarter ended December 31, 2003 from $12.7 million in the same
period of the prior year. The average daily room rate, or ADR, was
$133 with an occupancy rate of 86% for the quarter ended December
31, 2003 compared to an ADR of $161 and an occupancy rate of 70%
for the same period in the prior year. Revenue per Available Room,
or REVPAR, was $114 for the quarter ended December 31, 2003
compared to $113 for the same period in the prior year. The non-
gaming revenue growth is attributable, in part, to an increase in
business volume achieved within the Mohegan Sun operated food and
beverage and retail outlets.

"There is little doubt that the results of this quarter show the
amazing impact of our non-gaming amenities. The Mohegan Sun Arena
hosted a broad spectrum of incredible talent, with artists as
diverse as Shania Twain, David Bowie, Bette Midler, Tim McGraw and
Simon and Garfunkel to name only a few, playing to sold out
audiences," said Mitchell Etess, Executive Vice President of
Marketing. "In addition, the Shops at Mohegan Sun combined with
numerous holiday entertainment programs created a tremendous
amount of patron activity during the holiday period."

Income from operations for the quarter ended December 31, 2003
increased by $4.9 million, or 10.4%, to $52.5 million from $47.6
million for the quarter ended December 31, 2002.  The increase is
principally attributable to the increase in net revenues, offset
substantially by increases in gaming expenses and advertising,
general and administrative expenses.

Net income for the quarter ended December 31, 2003 increased by
$5.8 million, or 28.9%, to $26.1 million from $20.3 million for
the same period in the prior year.  The increase in net income is
primarily due to the increase in income from operations, and a
decrease of $913,000 in accretion of discount to the
relinquishment liability from $8.4 million for the quarter ended
December 31, 2002 to $7.5 million for the quarter ended December
31, 2003. Interest expense totaled $19.0 million for the quarter
ended December 31, 2003 compared to $18.9 million for the same
period in the prior year.  The weighted average interest rate was
6.8% for the quarter ended December 31, 2003 compared to 6.6% for
the same period in the prior year.

"The operating results of the first quarter are tremendous, but
the next phase in our evolution is to focus on customer service
and continue to enhance our guests' experience," said Jeff E.
Hartmann, Executive Vice President, Finance and Chief Financial
Officer. "We have always been pleased with the level of service
provided by our incredible team, but we must continue to develop
our customer service processes and programs which we believe will
be the driver of our long-term success."

As of December 31, 2003, Mohegan Tribal Gaming Authority records a
net capital deficit of $88,682,000 compared to $98,895 at
September 30, 2003. December balance sheet also shows that total
current liabilities of $243,572,000 exceeds total current assets
of $147,229,000.

                       Adjusted EBITDA

Adjusted EBITDA for the quarter ended December 31, 2003 increased
by $5.4 million, or 7.6%, to $76.0 million compared to $70.6
million for the same period in the prior year. Mohegan Sun
achieved a 24.8% Adjusted EBITDA margin (Adjusted EBITDA as a
percentage of net revenues) for the quarter ended December 31,
2003 compared to a 25.0% Adjusted EBITDA margin for the same
period in the prior year.

The slight decline in the Adjusted EBITDA margin was attributable
partially to a negative impact on business operations from adverse
weather conditions in December 2003, as well as higher employee
medical insurance costs, holiday promotional costs and
entertainment costs inherent with the production of larger-scale
arena events, offset by higher slot hold percentage and gaming
labor efficiencies in the quarter ended December 31, 2003.

Commenting on the first quarter results, Mark F. Brown, Chairman
of the MTGA Management Board said, "The first quarter results
reflect the benefits of the Mohegan Tribe's long-term strategy in
developing Mohegan Sun as a complete entertainment destination. I
am extremely pleased with the efforts of our Management team and
our over 9,500 dedicated employees who deliver superior customer
service every day."

Earnings before interest, income taxes, depreciation and
amortization, or EBITDA, is a commonly used measure of performance
in our industry. EBITDA is not a measure of performance calculated
in accordance with accounting principles generally accepted in the
United States of America, or GAAP.  The Authority has historically
evaluated its operating performance with the non- GAAP measure
Adjusted EBITDA, which as used in this press release represents
earnings before interest, income taxes, depreciation and
amortization, accretion of discount to the relinquishment
liability to Trading Cove Associates pursuant to the
Relinquishment Agreement and other non-operating income and
expense.

Adjusted EBITDA provides an additional way to view our operations
that, when viewed with both our GAAP results and the
reconciliation to net income, the Authority believes it provides a
more complete understanding of our business than could be obtained
absent this disclosure. Adjusted EBITDA is presented solely as a
supplemental disclosure because (1) the Authority believes it
enhances an overall understanding of the Authority's past and
current financial performance; (2) the Authority believes it is a
useful tool for investors to assess the operating performance of
the business in comparison to other operators within the gaming
industry because Adjusted EBITDA excludes certain items that may
not be indicative of the Authority's operating results; (3)
measures that are comparable to Adjusted EBITDA are often used as
an important basis for the valuation of gaming companies; and
(4) the Authority uses Adjusted EBITDA internally to evaluate the
performance of its operating personnel and also as a benchmark to
evaluate its operating performance in comparison to its
competitors.

The use of Adjusted EBITDA has certain limitations. Adjusted
EBITDA should be considered in addition to, not as a substitute
for or superior to, any GAAP financial measure including net
income (as an indicator of the Authority's performance) or cash
flows provided by operating activities (as an indicator of the
Authority's liquidity), nor should it be considered as an
indicator of the Authority's overall financial performance. The
Authority's calculation of Adjusted EBITDA is likely to be
different from the calculation of EBITDA or other similarly titled
measurements used by other gaming companies and therefore
comparability may be limited. Adjusted EBITDA eliminates certain
substantial recurring items from net income, such as depreciation
and amortization, interest expense and the accretion of
relinquishment liability discount as described above.  Each of
these items has been incurred in the past, will continue to be
incurred in the future and should be considered in the overall
evaluation of our results. We compensate for these limitations by
providing the relevant disclosure of depreciation and
amortization, interest expense, the accretion of relinquishment
liability discount and other items excluded in the calculation of
Adjusted EBITDA both in our reconciliation to the GAAP financial
measure of net income and in our consolidated financial
statements, all of which should be considered when evaluating our
results. We strongly encourage investors to review our financial
information in its entirety and not to rely on a single financial
measure.

    Liquidity, Capital Resources and Capital Spending

As of December 31, 2003, the Authority held cash and cash
equivalents of $96.1 million, an increase of $22.8 million from
$73.3 million as of September 30, 2003.

The Authority's bank credit facility is comprised of a revolving
loan of up to $291.0 million and a $100.0 million term loan, both
of which mature on March 31, 2008. The Authority may, at its
option, seek to increase the size of the bank credit facility to
an amount not to exceed $500.0 million.  As of December 31, 2003,
$157.0 million was outstanding under the bank credit facility,
which consists of the $100.0 million term loan and $57.0 million
under the revolving loan.  The Authority had approximately $233.7
million available for borrowing under the bank credit facility as
of December 31, 2003.  Jeff E. Hartmann, Executive Vice President,
Finance and Chief Financial Officer, stated, "We continue to focus
on strengthening our balance sheet through debt reduction
utilizing the significant cash flow from Mohegan Sun operations."

On November 14, 2003, the Authority completed an exchange offer to
the holders of its outstanding $330.0 million 63/8% senior
subordinated notes due 2009 that were issued in July 2003.  This
transaction exchanged the outstanding notes for an equal amount of
its new $330.0 million 6 3/8% senior subordinated notes due 2009.
The new notes have the identical terms as the original notes,
except the new notes are registered under the Securities Act of
1933, as amended, and are freely tradable.

In January 2004, the Authority used the remaining proceeds from
its offering of $330.0 million 6 3/8% senior subordinated notes
issued in July 2003 to redeem the outstanding $5.2 million
principal amount remaining from its $300.0 million 8 3/4% senior
subordinated notes tendered in June 2003. The notes were redeemed
at a price of 104.375% per $1,000 principal amount redeemed, or
$5.5 million in aggregate, including a premium of $229,000 and
accrued interest of $19,000.

Capital expenditures totaled $11.9 million for the quarter ended
December 31, 2003 versus $2.5 million for the same period in the
prior year. The increase is primarily due to $5.0 million in
renovations and equipment to add slot machines to gaming space
formerly used for poker operations, as more fully discussed below.
During the remainder of fiscal year 2004, the Authority expects to
incur capital expenditures totaling $29.6 million.

Distributions to the Mohegan Tribe of Indians of Connecticut, or
the Tribe, totaled $16.1 million and $12.7 million for the
quarters ended December 31, 2003 and 2002, respectively.
Distributions to the Tribe are anticipated to total $65.0 million
for fiscal year 2004.

Management believes that existing cash balances, financing
arrangements and operating cash flow will provide the Authority
with sufficient resources to meet its existing debt obligations,
relinquishment payments, foreseeable capital expenditure
requirements and distributions to the Tribe for at least the next
twelve months.

Certain amounts in the fiscal year 2003 consolidated financial
statements have been reclassified to conform to the fiscal year
2004 presentation.

                Other Business Developments

The Authority closed its poker operations in September 2003 to
renovate the gaming space into a premium dollar slot lounge
featuring 260 slot machines with ticket-in, ticket-out technology.
The cost of renovating the existing poker room and acquiring the
slot machines was approximately $5.0 million, which was financed
with cash flow generated from operations.  We believe that the
addition of the ticket-in, ticket-out slot technology will create
greater player satisfaction, increase operating efficiencies and
enhance productivity. The Authority opened the premium dollar slot
lounge to the public on November 20, 2003.

The Authority renovated gaming space currently used for keno
operations in December 2003 and added 55 nickel slot machines.
Keno operations are now located in the Winter and Summer entrances
to the Casino of the Earth. The cost of renovating the keno gaming
area and acquiring the slot machines was approximately $1.6
million, which was financed with cash flow generated from
operations. These slot machines also feature ticket-in, ticket-out
technology. The Authority opened the nickel slot lounge to the
public on December 17, 2003.

In December 2003, the Authority removed 104 slot machines in the
Casino of the Earth to add 14 table games. The cost of renovating
the gaming space and acquiring the 14 table games is approximately
$1.4 million and will be financed with cash flow generated from
operations.  The new table games opened on January 29, 2004.

            About Mohegan Sun and the Authority

The Authority is an instrumentality of the Tribe, a federally
recognized Indian tribe with an approximately 405-acre reservation
situated in southeastern Connecticut, adjacent to Uncasville,
Connecticut. The Authority has been granted the exclusive power to
conduct and regulate gaming activities on the existing reservation
of the Tribe, including the operation of Mohegan Sun, a gaming and
entertainment complex that is situated on a 240-acre site on the
Tribe's reservation. The Tribe's gaming operation is one of only
two legally authorized gaming operations in New England offering
traditional slot machines and table games. Mohegan Sun currently
operates in an approximately 3.0 million square foot facility,
which includes the Casino of the Earth, Casino of the Sky, the
Shops at Mohegan Sun, a 10,000-seat Arena, a 300-seat Cabaret,
meeting and convention space and an approximately 1,200-room
luxury hotel. More information about Mohegan Sun and the Authority
can be obtained by visiting http://www.mohegansun.com.


MORGAN STANLEY: S&P Hatchets Class M Certs. Rating to Default
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M
of Morgan Stanley Dean Witter Capital I Trust 2000-PRIN's
commercial mortgage pass-through certificates to 'D' from 'CCC'.
At the same time, the ratings on classes K and L from the same
series are lowered, and all three ratings are removed from
CreditWatch with negative implications, where they were placed
Oct. 2, 2003. In addition, the rating on class J is affirmed and
removed from Creditwatch; the remaining 12 classes are affirmed.

The lowered ratings reflect the ongoing interest shortfall to
class M and concerns associated with a few loans placed on the
special servicer's (Principal Capital Management LLC) watchlist.

The affirmed ratings reflect the improved operating performance of
the loan pool (year-end 2002 debt service coverage (DSC) of 1.65x,
compared to 1.51x at issuance.

As of Jan. 30, 2004, the one 90-plus days delinquent loan (loan
balance $5.84 million, with a total exposure of $6.3 million) has
been brought current. The loan is secured by a 125,000-sq.-ft.
office building in Mountain View, California. The building, which
was built in 1981, has been vacant since June 2003 when its single
tenant filed for bankruptcy and vacated. The borrower is
aggressively marketing the property for sale; however, as of
January 2004 there has been no prospective buyer. The property is
located in Silicon Valley, where Reis reported a third-quarter
2003 submarket vacancy of 26.5%, compared to the west region
market vacancy of 17.5%. Due to market conditions, Standard &
Poor's projects a loss to the trust upon the disposition of this
property.

As of January 2004, the special servicer placed nine loans ($35.08
million, 6.6% of the loan pool) on its watchlist for various
reasons; only two loans ($8.6 million, 1.6%) are on the watchlist
because of DSC levels that are below 1.0x. Of concern to Standard
& Poor's are six loans ($24.79 million, 4.7%) on the watchlist due
to near-term lease expirations or a decrease in property
occupancy.

As of January 2004, the loan pool balance was $526.33 million with
99 loans, down from $597.98 million with 102 loans at issuance.
The mortgage loan pool remains virtually the same as at issuance,
the property types are retail (45%), office (25%), and industrial
(27%). The properties continue to be concentrated in California
(24% of loan pool balance), while the other properties are located
in 22 states (no state has concentration is in excess of 9.0%).

Standard & Poor's stressed the specially serviced loans and
watchlisted loans in its analysis, and the stressed credit
enhancement levels adequately support the rating actions.

        RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

        Morgan Stanley Dean Witter Capital I Trust 2000-PRIN
        Commercial mortgage pass-thru certs

                    Rating
        Class   To           From          Credit Support (%)
        K       B-           B/Watch Neg                0.57
        L       CCC+         B-/Watch Neg               0.28
        M       D            CCC/Watch Neg              0.00

        RATING AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

        Morgan Stanley Dean Witter Capital I Trust 2000-PRIN
        Commercial mortgage pass-thru certs

                    Rating
        Class   To           From
        J       B+           B+/Watch Neg

                        RATINGS AFFIRMED

        Morgan Stanley Dean Witter Capital I Trust 2000-PRIN
        Commercial mortgage pass-thru certs

        Class   Rating   Credit Support (%)
        A-1     AAA                  14.72
        A-2     AAA                  14.72
        A-3     AAA                  14.72
        A-4     AAA                  14.72
        B       AA                   11.32
        C       A                     7.64
        D       BBB                   5.66
        E       BBB-                  4.81
        F       BB+                   2.26
        G       BB                    1.70
        H       BB-                   1.13
        X       AAA                   N.A.


M-WAVE INC: Bank One Grants Loan Extension Until February 10
------------------------------------------------------------
M-Wave, Inc. (Nasdaq: MWAV), a value-added service provider of
high performance circuit boards used in a variety of digital and
high frequency applications sourced domestically and
internationally, announced the following development in its
restructuring.

          BANK ONE, NA EXTENDS DEMAND NOTE DUE 1-31-04

M-Wave, Inc. presently owes Bank One, NA $2,482,095, which by
agreement was originally due and payable December 31, 2003, but
had been extended to January 31, 2004. The collateral securing the
obligation includes the Company's property, plant and equipment
located in West Chicago, Illinois and the property and former
plant located in Bensenville, Illinois. The Company presently pays
interest on this obligation at the prevailing Prime Rate of
interest plus one-half percent.

The Company and the Bank have entered into a further extension of
the loan until February 10, 2004. Jim Mayer, of Credit Support
International (CSI), Chief Restructuring Advisor to the Company's
Board of Directors, expressed satisfaction concerning this
extension as another positive step in the restructuring of the
Company.

                      About M-Wave

Established in 1988 and headquartered in the Chicago suburb of
West Chicago, Illinois, M-Wave is a value-added service provider
of high performance circuit boards. The Company's products are
used in a variety of telecommunications and industrial electronics
applications. M-Wave services customers like Federal Signal on
digital products and Celestica - Nortel and Remec with its
patented bonding technology, Flexlink IIT, and its supply chain
management services including Virtual Manufacturing (VM) and the
Virtual Agent Procurement Program (VAP) whereby customers are
represented in Asia either on an exclusive or occasional basis in
sourcing and fulfilling high volume and technology circuit board
production in Asia through the Company's Singapore office. The
Company trades on the Nasdaq National market under the symbol
"MWAV." Visit the Company on its web site at http://www.mwav.com/.

                        About CSI

Established in 1991 by a European-American joint venture between
Groupe Warrant of Belgium and DiversiCorp, Inc. of Dallas, Texas,
CSI provided cross- border collateral control that linked lenders
to their assets located both inside the U.S. and Western Europe.
In 1998 CSI was split off from the two partner companies and
evolved into a specialized consulting firm devoted to transitional
and troubled middle market companies. Jim Mayer, its Managing
Member, has 18 years of experience including 12 years as CEO of
DiversiCorp, Inc. and has managed or directed more than 50
engagements with troubled companies and provided a variety of
services directly to clients including: due diligence, workout,
collateral control, corporate restructuring, bankruptcy support,
cross-border secured finance and interim management. Mayer has
served on several boards of directors including the Turnaround
Management Association.


NQL DRILLING: Closes $55 Million HSBC Bank Debt Refinancing
-----------------------------------------------------------
NQL Drilling Tools Inc. reports the closing of its previously
announced $55 million (Canadian equivalent) debt refinancing
with HSBC Bank Canada and HSBC Bank USA. Utilizing the proceeds of
its new HSBC facility, the Company has retired approximately $40
million of pre-existing senior indebtedness and a $6 million
short-term liquidity note with CanFund VE Investors II, L.P. The
remaining $9 million of the facility is available for general
corporate purposes. The Company expects to realize significant
interest and administrative cost savings related to this
initiative.

NQL also announces further operational initiatives including a
restructuring of its Barbados office, and the closure of its
Bolivian downhole tools division. The Company continues to operate
a manufacturing facility in Bolivia however; the elimination of
the downhole tools group in this country has resulted in a
rationalization of costs and personnel. The Bolivian manufacturing
facility provides third party machining services to customers in
South America as well as in-house support for the Company's
downhole tools division on a worldwide basis. In conjunction with
its ongoing operational review, NQL is currently evaluating
opportunities to capitalize on the synergies that exist between
its Bolivian and North American manufacturing capabilities.

NQL Drilling Tools Inc. is an industry leader in providing
downhole tools, technology and services used primarily in drilling
applications in the oil and gas, environmental and utility
industries on a worldwide basis. NQL trades on the Toronto Stock
Exchange under the symbol NQL.A.

The company's Sept. 30, 2003, balance sheet reports a working
capital deficit of about CDN$9 million.


NRG ENERGY: $475 Million Sr. Secured Bonds Obtain S&P's B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to NRG
Energy Inc.'s $475 million 8% second priority senior secured bonds
due 2013. The proceeds of the bonds were used to repay the same
amount of first priority term loans.

NRG emerged from bankruptcy as a separate, reorganized company on
Dec. 5, 2003. NRG is engaged in the ownership and operation of
U.S. merchant power generating facilities, thermal production and
resource recovery facilities, and various international
independent power producers.

The rating incorporates the following risks: A large percentage of
the cash available for debt service is exposed to the U.S.
merchant power markets that are experiencing depressed market
conditions; There is regulatory and political uncertainty of
operating as a merchant generator in the U.S. power markets;
Double leverage at certain projects (excluding guarantors)
diminishes cash available for debt service at the NRG level;
Asset concentration in significant peaking assets will tend to
depend more on speculative and uncertain capacity values; Bullet
maturities will have to be refinanced; There is scarcity of
ongoing capital in general to the sector; and there are low debt
coverage ratios.

However, the following strengths mitigate the above risks: The
reorganized NRG has reduced liabilities by $5.2 billion in debt
and $1.3 billion in other claims in the bankruptcy process; NRG
has exhibited a stable operating record with plant availability at
over 90% for the past three years; Louisiana Generating, a stable
and predictable source of cash flow, provides approximately 22% of
overall cash flow; and elimination of $1.7 billion in project
level debt removes the restricted payments tests and results in
better quality of cash flow and liquidity.

NRG has adequate liquidity as evidenced by availability under its
bank facilities and cash on hand. NRG currently has access to
approximately $500 million of working capital at emergence. Under
a stress scenario the working capital needs sufficiently cover
collateral calls, and leave excess liquidity. This excess allows
NRG additional cushion to react to price fluctuations in the
market price of power or gas where it may be called upon to
increase or post new collateral.

The stable outlook reflects Standard & Poor's view that credit
quality should not significantly deteriorate in the short term.
There is little room for a ratings upgrade in the near term based
on the high business risk of operating as predominantly a merchant
generator where cash flows may be volatile.


OGLEBAY NORTON: Misses Bond Interest Payment Due February 2
-----------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) said that it has decided not
to make the interest payment due February 2, 2004, on its 10%
2/1/09 Senior Subordinated Notes.

The Company said management and its financial and legal advisors
are in discussions with the Company's bank group, its senior
secured note holders and its subordinated note holders.

"We continue to have sufficient liquidity to operate our
business," said Oglebay Norton President and Chief Executive
Officer Michael D. Lundin. "This situation does not affect our
ability to pay our employees or vendors or serve our customers."

As earlier reported by the Company in its filings with the
Securities and Exchange Commission, its ability to complete a
financial restructuring is uncertain and subject to substantial
risk. While the Company is in the process of restructuring,
investments in its securities will be highly speculative. The
Company may be unable to accomplish its goals outside the
protection of bankruptcy laws. In that event, shares of the
Company's common stock will likely have little or no value.

Oglebay Norton Company, a Cleveland, Ohio-based company, provides
essential minerals and aggregates to a broad range of markets,
from building materials and home improvement to the environmental,
energy and metallurgical industries. The company's website is
located at http://www.oglebaynorton.com/.


ONEIDA LTD: Obtains Waivers Extensions & Deferrals from Lenders
---------------------------------------------------------------
Oneida Ltd. (NYSE:OCQ) obtained further waiver extensions as well
as additional waivers through March 1, 2004, from its lenders in
regard to the company's financial covenants and in respect to
certain payments that are due. Previously announced waivers were
effective through January 30, 2004.

Oneida's bank lenders agreed to continue postponement of a $5
million reduction in the company's credit availability until
March 1, 2004. This reduction originally was scheduled to take
effect on November 3, 2003 under the company's revolving credit
agreement. Oneida's senior note holders also agreed to further
defer until March 1, 2004 a $3.9 million payment from the company
that was originally due on October 31, 2003. The company's bank
lenders have approved additional waivers in which they agreed to
postpone, until March 1, 2004, further reductions of $10 million
and $20 million in the company's credit availability that
originally were scheduled to take effect on January 30, 2004 and
February 7, 2004, respectively.

As was indicated during the previous waiver announcements, Oneida
is working with its lenders to make appropriate modifications to
its credit facilities, and continues to provide lenders with
updated financial information regarding the company's operations
and restructuring plans. The company expects there will be a
further deferral of the above credit availability reductions and
principal payment until such modifications have been agreed upon.

Oneida Ltd. is a leading source of flatware, dinnerware, crystal,
glassware and metal serveware for both the consumer and
foodservice industries worldwide.


ORMET CORPORATION: Case Summary & 95 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Ormet Corporation
             1233 Main Street, Suite 4000
             Wheeling, West Virginia 26003

Bankruptcy Case No.: 04-51255

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Ormet Primary Aluminum Corporation         04-51256
Ormet Aluminum Mill Products Corporation   04-51257
Specialty Blanks Holding Corporation       04-51258
Specialty Blanks Inc.                      04-51259
Formcast Development Inc.                  04-51260
Ormet Railroad Corporation                 04-51261

Type of Business: The Debtor is a fully integrated aluminum
                  manufacturer, providing primary metal,
                  extrusion and thixotropic billet, foil and
                  flat rolled sheet and other products.
                  See http://www.ormet.com/

Chapter 11 Petition Date: January 30, 2004

Court: Southern District of Ohio (Columbus)

Judge: Barbara J. Sellers

Debtors' Counsel: Adam C. Harris, Esq.
                  30 Rockefeller Plaza
                  New York, NY 10112
                  Tel: 212-408-2182

                              Estimated Assets  Estimated Debts
                              ----------------  ---------------
Ormet Corporation             $50 M to $100 M   More than $100 M
Ormet Primary Aluminum        More than $100 M  More than $100 M
Corporation
Ormet Aluminum Mill Products  More than $100 M  More than $100 M
Corporation
Specialty Blanks Holding      $1 M to $10 M     More than $100 M
Corporation
Specialty Blanks Inc.         $10 M to $50 M    More than $100 M
Formcast Development Inc.     More than $100 M  More than $100 M
Ormet Railroad Corporation    $100,000 to       $500,000 to $1 M
                              $500,000

A. Ormet Corporation's 17 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Merrill Lynch SR, FI RT fund  Term Loans/11%         $88,500,000
Merrill Lynch Investment      Senior Secured Notes
Managers
Merrill Lynch PR RT
Portfolio
Debt Strategies Fund, Inc.
c/o Merrill Lynch Asset Mgmt
800 Scudders Mill Road
Plainsboro, NJ 08536

Mackay Shields, LLC           11% Senior             $21,277,000
c/o Mackay Shields            Secured Notes
9 West 57th Street
New York, NY 10019

Northeast Investment          11% Senior             $15,000,000
Management, Inc.              Secured Notes
c/o Northeast Investors
500 Congress St.-Suite 1000
Boston, MA 02109

Franklin Templeton            11% Senior             $14,000,000
Investments                   Secured Notes
c/o Franklin Funds
777 Mariners Island Blvd.
San Mateo, CA 94404

Alliance Capital Management   11% Senior             $12,750,000
c/o Alliance Capital          Secured Notes
1345 Avenue of the Americas
New York, NY 10105

U.S. Trust Co. of New York    11% Senior             $12,533,000
c/o US Trust
114 West 47th Street
New York, NY 19936-1532

Regiment Capital Advisors     11% Senior             $11,000,000
c/o Regiment Capital          Secured Notes/
Advisors                      Term Loan
70 Federal St. - 7th Flr.
Boston, MA 02110

PPM America, Inc.             11% Senior              $8,000,000
c/o PPM                       Secured Notes
225 West Wacker Dr. Ste 1200
Chicago, IL 60606

Longhorn CDO (Cayman LTD)     Term Loan               $7,500,000

Credit Suisse Asset           11% Senior              $7,435,000
Management, LLC               Secured Notes
c/o Credit Suisse Asset Mgmt
466 Lexington Ave.- 15th Fl
New York, NY 10017

DLJ Caspital Funding          Term Loan               $4,500,000
c/o Credit Suisse Asset Mgmt
466 Lexington Ave.-15th Fl.
New York, NY 10017

Archemedies Funds of ING      11% Senior              $4,000,000
c/o ING Capital Advisors      Secured Notes
333 South Grand Ave-Ste 4100
Los Angeles, CA 90071

Bear Stearns Asset            Secured Notes           $3,500,000
Management
245 Park Avenue
New York, NY 10167

Fidelity Management &         11% Senior              $2,860,000
Research                      Secured Notes
82 Devonshire Street
Boston, MA 02109-3614

Royal Trust Corp. of Canada   11% Senior              $2,400,000
                              Secured Notes

Fountain Capital Management   11% Senior                $840,000
10801 Mastin Blvd, Ste-220
Overland Park, KS 66210

Western Asset Management      11% Senior                $375,000
Company                       Secured Notes
c/o Western Asset Mgmt.
117 East Colorado Blvd, 6th
Fl., Pasadena CA 90015

B. Ormet Primary Aluminum Corp's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Alcoa World Aluminas Corp.,   Trade                  $13,132,980
LLC
900 South Gay Street
Knoxville, TN 37922

CVG Carbones Del Orinoco      Trade                   $5,013,936
(Venezuela-Wire)
Avenida Norte -
Sur 7 Zona Industrial
Matanzas
Puerto Ordaz - Edo. Bolivar
Venezuela

South Central Power           Trade                   $2,385,071
2780 Coonpath Road NE
P.O. Box 250
Lancaster, OH 43130-0250

Amerada Hess Corporation      Trade                   $1,710,445
P.O. Box 11510
Newark, NJ 07101-4510

James Machine Works           Trade                   $1,394,974
1521 Adams Street
Monroe, LA 71201

Buckeye Power, Inc.           Trade                   $1,339,717
6677 Busch Boulevard
Columbus, OH 43229

Itabira Rio Doce Company      Trade                   $1,322,314
Av. Graca Arnha 26-7th Fl.
Castelo
Rio de Janiero
RJ Brazil 20030-900

Industrial Quimica de Mexico  Trade                     $890,500
KM B-522 VIA FFCC
Mexico - Laredo
San Luis Potosi S.L.P. 78378
Mexico

Domimion Field Services       Trade                     $750,964
2539 Washington Rd.
Ste. 1010
Upper St Clair, PA 15241-2500

Jeffrey Wiley-Sheriff         Trade                     $727,566
Ascension Parish Sheriff
P.O. Box 268
Donaldsonville, LA 70346

Entergy-Koch Trading          Trade                     $718,183
20 East Greenway Plaza
Suite 700
Houston, TX 77046

Alcoa, Inc.                   Trade                     $585,376
900 South Gay Street
Knoxville, TN 37922

Accuride                      Trade                     $550,909
1015 12th St.-Suite 200
Erie, PA 16503

Cajun Constructors, Inc.      Trade                     $547,350
15635 Airline Highway
Baton Rouge, LA 70821

Monroe County Treasurer       Taxes                     $510,246
Court House
101 N. Main Street
Woodsfield, OH 43793

JT Ryerson & Son              Trade                     $495,143
Bell Avenue & Arch Street
Carnegie, PA 15106

Ingram Barge Company          Trade                     $406,573
200 Washington Avenue
Dravosburg, PA 15034

CIBC World Markets            Trade                     $300,974
425 Lexington Ave.
New York, NY 10017

Formosa Plastics              Trade                     $273,596
9 Peachtree Hill Road
Livingston, NJ 07039

Ecolochem, Inc.               Trade                     $271,320
P.O. Box 12775
Norfolk, VA 23502

C. Ormet Aluminum Mill Products' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
MG/Precision Coil Inc.        Trade                     $656,277
US 50 West
Clarksburg, WV 26301

Tennergy Corporation          Trade                     $624,571
518 Carriage House Drive
Jackson, TN 38305

BASF Corp.                    Trade                     $541,877
119 E. College Street
Jackson, TN 38301

Jackson Energy Authority      Trade                     $390,309
119 E. College Street
Jackson, TN 38301

Houghton International, Inc.  Trade                     $387,636
6681 Snowdrift Road
Fogelsville, PA 18051

Kodak Polychome Graphics LLC  Trade                     $339,724
4551 Cargo Drive
Columbus, GA 31907

AIM Dedicated Logistics, Inc  Trade                     $300,000
1500 Trumbull Road
Girard, OH 44420

Monroe County Treasurer       Trade                     $238,055
Court House

US Magnesium LLC              Trade                     $233,100

Zurich North America          Trade                     $232,475

PPG                           Trade                     $208,807

Precision Coil Inc.           Trade                     $166,686

Nano Systems                  Trade                     $133,661

Wagstaff                      Trade                     $131,328

Madison County Trustee        Taxes                     $127,297

City of Jackson               Taxes                     $117,223

Caraustar Inc.                Trade                     $104,171

Union Electric Steel Corp.    Trade                      $93,488

Castrol Industrial N.         Trade                      $91,600

Max Trans, LLC                Trade                      $86,213

D. Specialty Blanks, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Precision Coil Inc.           Trade                     $319,668
US 50 West
Clarksburg, WV 26301

G.D.S. Express, Inc.          Trade                      $11,887

Wabash Valley Hydraulics      Trade                       $3,538

G & K Services, Inc.          Trade                       $1,536

Motion Industries             Trade                       $1,382

Jamax Corporation             Trade                         $933

Misco Enterprises, Inc.       Trade                         $910

A.M. Transport Services, Inc  Trade                         $768

Cinergy/PSI                   Trade                         $658

Air Products & Chemicals Inc  Trade                         $600

Industrial Supply Co.         Trade                         $431

Powered Equipment & Repair    Trade                         $400

Valley Electric Supply Corp.  Trade                         $363

Nazar Rubber Company          Trade                         $353

Eye Mart                      Trade                         $270

Thiemann Office Products In   Trade                         $253

Coldwell & Company Inc.       Trade                         $220

RDM Transportation Inc.       Trade                         $202

Shorr Packaging Corp.         Trade                         $113

United Parcel Service         Trade                          $83


E. Formcast Development Inc.'s 18 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Buell Motorcycle Company      Trade                      $79,500

Buhler Minnesota              Trade                      $12,992

Glaser Miller Company         Trade                      $11,640

Lsn-Csc, Inc.                 Trade                       $5,085

Prop Property                 Trade                       $4,318

Anthem Blue Cross Blue        Trade                       $3,927
Shield

Productive Electric           Trade                       $3,472

Saltzman Hamma Nelson         Trade                       $3,449

Xcel Energy                   Trade                       $3,360

US Bank VISA                  Trade                       $3,068

Regloplas Corporation         Trade                         $976

Wells Fargo Financial         Trade                         $912
Leasing

On the Cutting Edge - Repair  Trade                         $884

PNC Bank                      Trade                         $729

A.D. Specialties              Trade                         $728

Finzer Leasing                Trade                         $717

E-Com Media Group             Trade                         $500

Recovar Group                 Trade                         $497


PACIFIC GAS: Court Okays Stipulation Releasing ISO Escrowed Funds
----------------------------------------------------------------
The California Independent System Operator Corporation is
responsible for, among other things, assuring the reliability of
the system for the transmission of electrical power, and
providing open access transmission services on a non-
discriminatory basis.  The ISO operates pursuant to the
requirements of the California Independent System Operator
Corporation Open Access Transmission Tariff, approved by the
Federal Energy Regulatory Commission.

As a result of high wholesale energy prices in 2000 and 2001,
Pacific Gas and Electric Company experienced a decline in its
credit rating by the major ratings agencies.  The decline in the
Debtor's credits rating caused PG&E to be unable to comply with
the "creditworthiness" requirements of the ISO Tariff in order to
participate in the ISO-administered market.  Since PG&E was not
"creditworthy" within the requirements of the ISO Tariff, PG&E was
restricted in its ability to purchase and sell power.  PG&E's
ability to serve its customers was thereby limited.

On January 12, 2001, the California Department of Water Resources
began procuring the "net open" power requirements for PG&E's
customers.  Subsequently, the California legislature enacted AB
IX, authorizing DWR, the California Energy Resources Scheduler to
act as a creditworthy backer to procure power beyond which PG&E
could generate for itself or otherwise had under contract.  After
January 16, 2001 and until December 31, 2002, CERS acted both as
a creditworthy backer and a scheduling coordinator for PG&E.

In addition to serving as a generator, seller and scheduling
coordinator of its own retained generation capacity, PG&E also
owns transmission facilities, which qualifies it as a
participating transmission owner under the ISO Tariff.  As
Participating TO, PG&E is entitled to receive compensation from
other generators for use of PG&E's transmission assets.  The ISO
is responsible for charging market participants the sums payable
to PG&E as a Participating TO.

In November 2001, the FERC directed the ISO to treat CERS as the
scheduling coordinator for energy transactions in ISO markets
needed to serve PG&E's customers after January 16, 2001.  CERS
will be invoiced directly for transmission congestion costs
incurred within PG&E's service area.  Specifically, the ISO was
directed to disburse funds received from CERS to those market
participants entitled to the funds under the ISO Tariff.
However, in connection with the FERC order, CERS requested that
the ISO escrow the sums paid by CERS for transmission congestion
costs pending an FERC decision on a request for rehearing to
address the ISO invoicing and settlement of CERS as the
scheduling coordinator for PG&E.  Based on CERS' request, the ISO
established TO Escrows and deferred releasing the funds held in
the TO Escrows until the FERC has decided on the rehearing.

Subsequently, the FERC denied CERS's request for a rehearing on
the invoicing and settlement by the ISO, and, in August 2002, the
ISO provisions of the ISO Tariff.  At the time of the release,
PG&E had not paid invoices for market charges and FERC fees for
transactions conducted by PG&E before January 17, 2001.  The ISO,
based on the "netting" provisions of the ISO Tariff, withheld
funds from the distribution of the TO Escrow equal to the amount
of the unpaid invoices.  The funds were placed in a separate
escrow account.

ISO intends to offset the sums held in the PG&E Escrow against
the applicable FERC fees and other charges payable to the ISO
market and the ISO itself.  The funds held in the PG&E Escrow
will go primarily to satisfy PG&E's prepetition scheduling
coordinator invoices, reducing PG&E's total obligations to the
ISO market.  The funds held in the PG&E Escrow presently totals
$17,070,903.

In a Court-approved stipulation, PG&E and ISO stipulate and agree
that:

   (a) Pursuant to the provision of the ISO Tariff, the ISO may
       engage in the "netting" procedure with regard to the
       specific types of charges, including GMC charges,
       FERC Fees, and scheduling coordinator charges under the
       ISO Tariff, for the prepetition date period;

   (b) The Stipulation has no applicability to any treatment of
       either postpetition charges and revenues of any type of
       prepetition RMR charges.  In addition, the
       Stipulation does involve or permit netting between
       prepetition charges and postpetition charges;

   (c) The automatic stay of Section 362 of the Bankruptcy Code
       is modified solely to the extent necessary for the ISO to
       perform its functions under the ISO Tariff with respect to
       the netting of funds held in the PG&E Escrow.  This
       agreement will not be precedential for any future use
       of PG&E's funds by ISO;

   (d) The ISO will promptly amend its claims in PG&E's
       bankruptcy case to reflect the reduction of the
       obligations to the ISO from PG&E based upon the ISO
       charges, which are being netted against revenue due to
       PG&E;

   (e) Each of the parties will retain all of its rights, claims
       and defenses.  Nothing in the Stipulation will
       constitute a waiver, relinquishment or modification of any
       rights, claims and defenses; and

   (f) The Stipulation will not constitute a modification,
       deletion, or waiver of any provision of the applicable
       FERC orders regarding creditworthiness in Docket ER01-
       889, the ISO Tariff or the Settlement and Billing
       Protocol of the ISO Tariff.

The ISO will offset the funds in the PG&E Escrow against three
PG&E accounts -- Business Associate Identifications -- with
respect to which PG&E had obligations as of the Petition Date:

   (a) "PCG1"/BAID 3771 -- $452,659 in FERC Fees and $35 in
       market invoices;

   (b) "PGAE"/BAID 1015 -- $138,097 in FERC Fees and $15,182,593
       in market invoices; and

   (c) "PXC3"/BAID 3336 -- $237,970 in FERC Fees and $816,526 in
       market invoices.

In addition, the ISO will offset the funds against two
obligations owed by PG&E to the ISO as of the Petition Date:

   (a) $644 in Corporate Fees; and

   (b) $242,374 in WSCC Dues.

By virtue of the offsets, PG&E will have paid all amounts
currently owing for seven of the nine items in the ISO's Claim
No. 8802 filed on September 5, 2001. (Pacific Gas Bankruptcy News,
Issue No. 70; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARADIGM MEDICAL: Recurring Losses Spur Going Concern Uncertainty
-----------------------------------------------------------------
Due to the declining sales, significant recurring losses and cash
used to fund operating activities, the Auditors' Report of
Paradigm Medical Industries Inc. for the year ended
December 31, 2002 included an explanatory paragraph that expressed
substantial doubt about its ability to continue as a going
concern. The Company has taken significant steps to reduce costs
and increase operating efficiencies. In addition, the Company is
attempting to obtain additional funding through the sale of its
common stock. Traditionally the Company has relied on financing
from the sale of its common and preferred stock to fund
operations. If the Company is unable to obtain such financing in
the near future it may be required to reduce or cease its
operations.

The Company will continue to seek funding to meet its working
capital requirements through   collaborative arrangements and
strategic alliances, additional public offerings and private
placements of its securities, and bank borrowings.  The Company
was uncertain whether or not the combination of existing working
capital, benefits from sales of its products and the private
equity line of credit will be sufficient to assure continued
operations through December 31, 2003.  As of September 30, 2003,
the Company had accounts payable of $596,000, a significant
portion of which is over 90 days past due. The Company has
contacted many of the vendors or companies that have significant
amounts of payables past due in an effort to delay payment,
renegotiate a reduced settlement payment, or establish a longer-
term payment plan. While some companies have been willing to
renegotiate the outstanding amounts, others have demanded payment
in full. Under certain conditions, a group of payees could force
the Company into bankruptcy due to its inability to pay the
liabilities at this point in time. In addition to the accounts
payable noted above, the Company also has noncancellable capital
lease  obligations and operating lease obligations that require
the payment of approximately $103,000 in 2003, $51,000 in 2004,
$38,000 in 2005, and $14,000 in 2006.

At September 30, 2003, the Company had raised approximately
$1,584,000 through a $20,000,000  equity line of credit under an
investment banking arrangement.  As of September 30, 2003,
approximately $18,416,000 was available under the equity line of
credit. However, the equity line of credit is unavailable as a
source of equity because there is currently no registration
statement that is effective registering the shares of the
Company's common stock that may be sold under the equity line of
credit.  In the past, the Company has relied heavily upon sales of
its common and preferred stock to fund operations. There can be no
assurance that such equity funding will be available on terms
acceptable to the Company in the future.  The Company will
continue to seek funding to meet its working capital requirements
through  collaborative arrangements and strategic alliances,
additional public offerings and/or private placements of its
securities or bank borrowings.  The Company was uncertain whether
or not the combination of existing working capital, benefits from
sales of its products and the private  equity line of credit would
be sufficient to assure its operations through December 31, 2003.


PARMALAT: Sao Paulo Court Bars Brazilian Unit from Selling Assets
-----------------------------------------------------------------
At the request of Japanese bank Sumitomo Mitsui, the 29th Civil
Court of Sao Paulo, Brazil -- the Tribunal de Justica do Estado
de Sao Paulo -- enjoins Parmalat Brasil SA Industria de Alimentos
from selling any businesses to help pay for the debts of its
Italian parent company, Parmalat SpA.  Claudio Grimaldi, general
manager of the legal department of Banco Sumitomo Mitsui
Brasileiro, told Reuters that the Sumitomo is a creditor of
Parmalat Brasil.  Sumitomo wanted to ensure that Parmalat Brasil
remained in operation.

Parmalat missed a $2,100,000 payment to Sumitomo due January 19,
2004, according to Mr. Grimaldi.  Parmalat is supposed to pay
Sumitomo another $7,900,000 on January 26, 2004.

Parmalat Brasil, through its public relations company, said that
it had not been notified of the injunction. (Parmalat Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


PG&E NAT'L: ET Debtors Gets Okay to Reject Gas Transport Pacts
--------------------------------------------------------------
The ET Debtors seek the Court's authority to reject certain
prepetition gas transportation contracts, effective as of
October 3, 2003.

Before the Petition Date, NEGT Energy Trading - Gas Corporation
entered into various executory contacts with three gas
transmission and storage companies:

Parties          Contract Title       Contract No.       Date
-------          --------------       ------------     --------
Moss Bluff Hub   Firm Gas Storage                      03/15/02
Partners, LP     Contract

Algonquin Gas    Gas Transmission     Schedules:       06/25/98
Transmission     Contract             AFT-1, AFT-1S,
Company                               AFT-E and
                                      AFT-FS

                                      Addendum No:
                                      772707, 772708,
                                      772709, 772710,
                                      772711, 772712
                                      and 772713

Texas Eastern    Gas Transmission     Schedules:       07/18/97
Transmission,    Contract             CDS, FT-1, SCT,
LP                                    LLFT, VKFT,
                                      SS-1 and FSS-1

                                      Addendum No:
                                      898771

                   Moss Bluff Storage Agreement

Pursuant to the Storage Agreement, Moss Bluff provided ET Gas up
to 1,000,000 MMBtu of natural gas storage capacity at certain
underground gas storage facilities located in Chambers County and
Liberty County in Texas, and delivered the natural gas to ET Gas'
customers at certain specified delivery points.

The Storage Agreement required ET Gas to, among other things, pay
a $140,000 storage reservation fee per month to Moss Bluff for
the gas storage capacity, regardless of whether ET Gas utilized
the gas storage capacity.  As of the Petition Date, ET Gas ceased
storing natural gas in the Moss Bluff facilities.

              Algonquin Gas Transmission Contracts

Algonquin and Yankee were parties to a series of gas transmission
contracts pursuant to which Yankee purchased capacity to
transport natural gas on Algonquin's gas pipelines located in New
Jersey, New York, Connecticut, Rhode Island and Massachusetts.
Yankee subsequently released certain of its transportation
capacity under its contracts with Algonquin to ET Gas.

To acquire Yankee's transportation capacity, ET Gas entered into
a Form of Service for Capacity Release Umbrella Agreement Under
Rate Schedules AFT-1, AFT-1S, AFT-E and AFT-FS, and Addendum Nos.
772707, 772708, 772709, 772710, 772711, 772712 and 772713 with
Algonquin on June 25, 1998.  Pursuant to the Gas Transmission
Contracts, Algonquin is required to reserve capacity on its gas
pipeline system to permit ET Gas to transport its natural gas to
certain end users.  In return, ET Gas is required to pay
Algonquin for the transportation capacity at the rates set forth
in Algonquin's Federal Energy Regulatory Commission Gas Tariff.

             Texas Eastern Gas Transmission Contract

Texas Eastern entered into a series of gas transportation
contracts with Yankee Gas Services Company pursuant to which,
Yankee purchased capacity to transport natural gas on Texas
Eastern's gas pipelines located in Texas, Louisiana, Arkansas,
Missouri, Illinois, Indiana, Ohio West Virginia, Pennsylvania,
New Jersey and New York.  Yankee subsequently released certain of
its transportation capacity under its contracts with Texas
Eastern to ET Gas.

Subsequently, ET Gas entered into a Service Agreement for
Capacity Release Umbrella Agreement Under Rate Schedules CDS,
FT-1, SCT, LLFT, VKFT, SS-1 and FSS-1 and Addendum No. 898771
with Texas Eastern on July 18, 1997.  Pursuant to the Gas
Transmission Contract, Texas Eastern is required to reserve
capacity on its gas pipeline system to permit ET Gas to transport
its natural gas to certain end users.  In return, ET Gas is
required to pay Texas Eastern for the transportation capacity at
the rates set forth in Texas Eastern's Federal Energy Regulatory
Commission Gas Tariff.

                      Unnecessary Contracts

Given that they are in the process of winding down their
businesses, the ET Debtors have determined that they no longer
require the gas transmission capacity on the gas pipelines owned
by Algonquin and Texas Eastern.  Moreover, ET Gas have concluded
that the Gas Transmission Contracts have little or no market
value and cannot be assumed or assigned at a profit.

In addition, the ET Debtors no longer requires the use of Moss
Bluff's gas storage facilities for its own use.  Moreover, the ET
Debtors have fully concluded that the Storage Agreement lacks
value and cannot be assumed and assigned at a profit.  The ET
Debtors have determined that to reject and terminate the Storage
Agreement to ensure that no additional monthly obligations are
incurred in connection with the Storage Agreement.

The ET Debtors will mitigate any claims arising from the
rejection of these Contracts.

                         *   *   *

Judge Mannes approves the ET Debtors' request with respect to the
Gas Transportation Contracts with Algonquin and Texas Eastern.
(PG&E National Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PINNACLE ENTERTAINMENT: Schedules Q4 Conference Call Today
----------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) announced that it will
release financial results for its 2003 fourth quarter and full
year on Tuesday, February 3, 2004 prior to the market opening,
followed by a conference call on the same day at 11:00 a.m. EST
(8:00 a.m. PST).

To participate in the conference call, please dial the following
number five to ten minutes prior to the scheduled conference call
time: (888) 792-8395.  International callers please call (706)
679-7241.  There is no pass code required for this call.

Hosting the call will be Pinnacle Entertainment's Chairman and CEO
Dan Lee, CFO Steve Capp and COO Wade Hundley.

This conference call will also be broadcast live over the Internet
and can be accessed by all interested parties at
http://www.pinnacle-entertainment-inc.com/

To listen to the live call, please go to the Web site at least
fifteen minutes early to register, download, and install any
necessary audio software.

Pinnacle Entertainment (S&P, B Corporate Credit Rating, Stable)
owns and operates eight casinos (four with hotels) in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area. The Company is also developing a major casino
resort in Lake Charles, Louisiana and has proposed two new
developments in St. Louis, Missouri.


PMA CAPITAL: S&P Hacks Counterparty Credit Rating to Junk Level
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on PMA Capital Corp. (NASDAQ:PMACA) to 'CC' from 'B' and
removed it from CreditWatch, where it had been placed on
Nov. 4, 2003. The outlook on PMACA is developing.

Standard & Poor's also said that it revised its counterparty
credit and financial strength ratings on PMACA's reinsurance
subsidiary, PMA Capital Insurance Co., to 'R' from 'BB' and
removed them from CreditWatch.

In addition, Standard & Poor's lowered its counterparty credit and
financial strength ratings on PMACA's primary insurance
subsidiaries--Pennsylvania Manufacturers Assoc. Insurance Co.,
Pennsylvania Manufacturers Indemnity Co., and Manufacturers
Alliance Insurance Co. (collectively referred to as PMAIG)--to
'BB-' from 'BBB-', removed them from CreditWatch, and assigned a
negative outlook.

Subsequently, Standard & Poor's withdrew all these ratings--except
for the ratings on PMACA--as Standard & Poor's had previously
announced.

"These rating actions follow PMACA's recent 8-K filing, in which
it disclosed that its subsidiary, PMACIC, entered into a letter
agreement (dated Dec. 22, 2003) with the Pennsylvania Insurance
Department in which PMACIC agreed to request prior regulatory
approval for a number of actions," explained Standard & Poor's
credit analyst Laline Carvalho.

These actions include:

     -- Entering into any new reinsurance contracts, treaties, or
        agreements.
     -- Making any payments, dividends, or other distributions to-
        -or engaging in any transactions with--any of PMACIC's
        affiliates.
     -- Making any withdrawal of monies from PMACIC's bank
        accounts or making any disbursements, payments, or
        transfers of assets exceeding certain thresholds.

In addition, at the request of the Pennsylvania Insurance
Department, PMACIC has agreed to engage an independent actuary to
review the group's reserves as well as to provide the regulator
with monthly statutory financial reports.

Standard & Poor's interpretation of the language of this agreement
is that PMACIC has experienced a regulatory action with regards to
its solvency, which is why Standard & Poor's revised the ratings
on PMACIC to 'R'.

Given the increased regulatory control over PMACIC, which is
PMACA's sole source of dividends, Standard & Poor's believes that
there is significant risk that PMACA might not be able to obtain
regulatory approval for dividends from PMACIC to service PMACA's
interest and principal debt payments. This is a significant
concern, particularly given PMACIC's very weak stand-alone capital
adequacy. Over the medium term, Standard & Poor's believes PMACA's
ability to obtain any dividend payment approvals will be dependent
on how the group's loss reserves develop over time and whether
PMACIC will be able to successfully run-off its liabilities over
the medium term. Standard & Poor's believes PMACA currently has
enough resources to service interest payments for about a year.

"Although on a stand-alone basis, Standard & Poor's believes PMAIG
has very strong capital adequacy, the ratings on these entities
were lowered to reflect increased risk that the Pennsylvania
insurance regulator could decide to dividend some of PMAIG's
excess capital to help service PMACIC's policyholder obligations
because of the PMAIG companies' position as direct subsidiaries of
PMACIC," Ms. Carvalho added. "In addition, Standard & Poor's
believes PMAIG's franchise has deteriorated further as a result
of the 8-K disclosure and increasing problems experienced by the
group."

The developing outlook on PMACA reflects uncertainty related to
the holding company's ability to obtain regulatory approval for
dividend payments out of PMACIC over the medium term in order to
service PMACA's interest and principal debt payments. In addition,
Standard & Poor's believes PMACA remains exposed to potential
further reserve development at its operating companies.

The negative outlook on PMAIG, the ratings on which have now been
withdrawn, reflected uncertainty related to its future capital
position, significant franchise risk, and potential exposure to
reserve development.


PROLOGIC MANAGEMENT: Files for Chapter 11 Protection in Arizona
---------------------------------------------------------------
Prologic Management Systems, Inc. (PRLO: OTCBB) announced that
Prologic Management Systems, Inc. and its wholly owned subsidiary,
Basis, Inc., each filed a Voluntary Petition under Chapter 11 of
the Federal Bankruptcy Code.

The petitions were filed in the United States Bankruptcy Court -
District of Arizona - Tucson Division on February 2, 2004.

     Petitioner                           Case #
     ----------                           ------
     Prologic Management Systems, Inc.    04-0394
     Basis, Inc.                          04-0393


QWEST COMMUNICATIONS: Places $1.775 Billion in Senior Notes
-----------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced that
it has priced an offering of $1.775 billion aggregate principal
amount of senior debt securities.

The debt securities will be issued in three series:

  --  A five-year senior note series with a floating interest rate
      determined by LIBOR (London Interbank Offered Rate) plus
      350 basis points, with an aggregate principal amount of $750
      million.

  --  A seven-year senior note series priced at 7.25 percent with
      an aggregate principal amount of $525 million.

  --  A ten-year senior note series priced at 7.50 percent with an
      aggregate principal amount of $500 million.

"This placement marks the company's re-entry into the 144A
market," said Oren G. Shaffer, Qwest vice chairman and CFO. "And
we're pleased to add more floating rate debt to our capital
structure, which is largely fixed."

The floating interest rate note was priced at par. The seven-year
note was priced at approximately $993 per $1,000 principal amount
and the ten-year note was priced at approximately $983 per $1,000
principal amount. The net proceeds of the offering will be used
for general corporate purposes, including repayment of
indebtedness.

The sales of the fixed rate notes and the floating rate notes are
expected to close on February 5, 2004.

The company placed the securities in a private placement
transaction pursuant to Rule 144A under the Securities Act of
1933, as amended. The notes have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any
other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

Banc of America Securities LLC was the transaction coordinator and
joint book-running manager for the offering. Additional joint
book-running managers for the ten-year notes were JPMorgan, Lehman
Brothers, and Merrill Lynch & Co.; for the seven-year notes were
Credit Suisse First Boston, Deutsche Bank Securities, and Goldman
Sachs & Co.; and for the five-year notes were JPMorgan, Morgan
Stanley, and UBS Investment Bank.

                       About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25 million
customers. The company's 47,000 employees are committed to the
"Spirit of Service" and providing world-class services that exceed
customers' expectations for quality, value and reliability. For
more information, please visit the Qwest Web site at
http://www.qwest.com/.


RAPTOR INVESTMENTS: Ability to Continue as Going Concern in Doubt
-----------------------------------------------------------------
As shown in Raptor Investments Inc.'s condensed consolidated
financial statements, the Company incurred a negative cash flow
from operations of $476,435, has an accumulated deficit of
$9,118,141 and a stockholders' deficiency of $759,038. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Management's plan for the Company in regards to these matters is
to continue to grow the produce operations of the business through
the J&B Produce subsidiary, which management believes will provide
the necessary revenue and earnings to enhance shareholder value.
Management intends to focus the business on profitable core
customers and reduce costs using  inventory controls. The Company
is also actively seeking to refinance its long-term line of credit
on terms more favorable to the Company. Management believes that
the actions presently taken to reduce operating costs and obtain
refinancing provide for the Company to operate as a going concern.

As of September 30, 2003, the Company had a stockholder's
deficiency of 759,038. As of September 30, 2003 the Company
incurred gross profit of 1,907,567. Almost all of the Company's
revenues and all of its gross profit for the quarter ended
September 30, 2003 is attributable to the continued operations of
the wholesale produce segment, specifically the result of
operations of the J&B Wholesale Produce, Inc. subsidiary. The
Company plans to generate revenue in the future by retaining
business consulting clients in the private and public sector for
its Business consulting segment. In addition, the Company plans to
seek the acquisition of additional income producing assets such as
J&B Wholesale Produce, Inc. and to continue to grow that
subsidiary company.

During the three and six months ended September 30, 2003, net
sales totaled $2,859,264 and $8,431,224 respectively. Gross profit
margin for the three and six month periods ended September 30,
2003 were 22.6% and 21.01%, respectively. Selling expense for the
three and six month periods ended September 30, 2003 were $239,073
and $629,676, respectively. Management feels that comparisons to
previous years figures are irrelevant because the Company had
significantly different business activities following the
acquisition of the wholesale produce segment of the Company.

Management feels that liquidity, cash available for operations,
and business conditions generally are favorable to the continued
operations, and expansion, of the company's J&B Wholesale Produce
Operations. The material positive changes in the financial
condition of the Company, from the like period in fiscal 2002, and
from the second fiscal quarter of 2003 to the third fiscal quarter
of 2003, are attributable to the acquisition of and operations of
J&B Wholesale Produce. The management of J&B continues to pursue
more higher yielding produce customers, which should improve long-
term liquidity. In addition, management has set minimum daily
order amounts, and sought to limit the number of smaller,
unprofitable or less profitable accounts which it services, to
further expand the business and maximize profit while limiting the
cost per delivery of the Company. Management continues to
streamline the day-to-day operations of J&B, has moved most back-
office activities away from the produce warehouse facility, and
has upgraded the computers of the Company.

Management has taken steps to streamline the customer order
process, to reduce errors and to prevent theft and employee
pilfering. The Company can now identify the employees who are
responsible for, and had access to, each shipment. Substantial
improvements to the product delivery line, combined with new
computers and automated systems, have greatly increased
efficiency, reduced errors and missed deliveries, and reduced
product loss.

Particularly, the Company has entered into a contract to replace
all of the computers and software which controls inventory,
ordering, distribution, invoicing, accounts receivable, and
accounts payable. The new systems were to be installed and tested
and was to be fully operational by the close of the fiscal year on
December 31, 2003. Three additional refrigerated trucks have been
leased and added to the Company's fleet in order to service new
customers and streamline routing.

The Company is subject to market conditions in the fresh produce
industry taken as a whole. Fresh produce is subject to tremendous
variations in quality and consistency, as well as availability,
and is the most highly perishable agricultural commodity. On a
daily basis, Company employees have to visually inspect hundreds
of different products for size, shape, consistency, and visual
defects. The public is increasingly concerned with the use of
pesticides, herbicides, and genetically engineered foodstuffs.
While cosmetically imperfect produce is acceptable to enter the
processed foods stream, it is not acceptable to the fresh produce
stream, and especially to the restaurants served by the Company.
The Company's buyers have to make daily decisions on where to
source each item based on quality, availability, price and
location. These factors can change daily for each type of produce.
Weather conditions or other factors can effect the price of a
major volume product, such as lettuce, potatoes, onions, or
tomatoes and have a significant impact on the Company for the
period. The successful acquisition of produce at a competitive
price and of the highest quality will insure the continued
success, and growth, of the Company.

The Company operates primarily in Miami-Dade, Broward and Palm
Beach counties in southeast Florida. Many of the restaurants and
other foodservice establishments which the Company serves are
seasonal in nature. While few of these establishments actually
close during the summer months, many have a reduced order volume
in the range of up to 40%. The Company is attempting to limit the
impact of the seasonal nature of the vacation industry in the
region by concentrating on restaurants in areas where year-round
residents live, particularly in the western suburbs of Miami, Fort
Lauderdale and West Palm Beach. Seasonal volume changes are much
less pronounced in these "bedroom communities". The entire tourism
industry in Southeast Florida is dependant upon favorable travel
conditions for continued success. Terrorism, or a decline in
economic conditions, have a negative impact on tourism and could
lead to reduced sales both for the Company and the restaurants it
serves.

The Company has entered into a factoring arrangement with it's
lender, American Millennium Investment Corporation. Commencing on
October 6, 2003, the Company has received a line of credit against
pledged receivables in the total amount of $1,000,000. As of
October 8, 2003 the Company had drawn down $800,000. Under the
factoring agreement. Gelpid Associates LLC, the Company's
principal lender, agreed to subordinate it's first perfected lien
position on the Company's receivables in order to make the
factoring arrangement possible. Gelpid Associates LLC and American
Millennium Investment Corporation are related entities.

Management believes that the factoring arrangement will allow
Raptor to expand at a faster rate, and more broadly, than would
have been possible without factoring. The factoring arrangement
has allowed the Company to compete for larger, national chain
restaurant accounts which frequently require terms as long as
sixty days for payment. Also, Raptor can pursue large accounts
such as cruise lines and tourist facilities which would otherwise
be out of the reach of the Company.

Management feels that the Company has adequate disclosure controls
and procedures in place to insure the accurate and timely
reporting of the financial condition of the Company to it's
auditors, and to the public. Specifically, regular, routine
meetings are held between and among management, it's attorney, and
it's accountants to resolve financial issues and insure the
timely, accurate reporting of the financial condition of the
Company.


ROUGE INDUSTRIES: Severstal N. America Completes Asset Purchase
---------------------------------------------------------------
OAO Severstal and its U.S. based affiliate, Severstal North
America, Inc., announced that it has completed the acquisition of
substantially all the assets of Rouge Industries, Inc. and its
primary operating subsidiary Rouge Steel Company.

The Asset Purchase Agreement was subject to the ratification of
the tentative UAW-Severstal North America labor agreement that was
reached on December 17, 2003. Rouge Steel's UAW-represented
production and maintenance employees ratified the agreement on
Thursday, January 29.

Rouge Steel, the fifth largest integrated steel producer in the
United States, is the first foreign acquisition made by OAO
Severstal. Alexey Mordashov, the CEO of Severstal Group Holding,
referred to the deal as an important milestone of the global
consolidation of the steel industry. According to Mr. Mordashov,
the acquisition provides an opportunity to combine the very best
qualities of our respective companies and to strengthen the
economic effectiveness and market positioning of both companies.
"We believe that the performance of the former Rouge Steel Company
operations can be substantially improved with reasonably limited
investments," Mr. Mordashov said.

During the preceding month, Severstal and United States Steel
Corporation reached an agreement in principle with respect to
Severstal North America's acquisition of Rouge Steel's 50%
ownership interest in Double Eagle Steel Coating Company. Double
Eagle is the world's largest electrogalvanizing line that produces
premium quality galvanized sheet steel for the automotive
industry. Mr. Mordashov expressed his appreciation for the
management of U. S. Steel for their cooperative position in
resolving the Double Eagle issue. "We are looking forward to a
mutually beneficial and effective partnership in the Double Eagle
joint venture."

Severstal North America also has acquired Rouge's 48% interest in
Spartan Steel Coating, a hot dip galvanizing joint venture with
Worthington Industries, Inc.

Within a short time, the company's Russian and American colleagues
intend to finalize a plan for the financial improvement of the
former Rouge Steel assets. "We are interested in a stable and long
running development of our American enterprise, as well as
positioning Severstal North America as a reliable and competitive
supplier of high quality, steel sheets for the automotive
industry."

Mr. Mordashov announced that Mr. Vadim Makhov, Severstal Group's
deputy general director, has been appointed as chairman of the
board and will manage Severstal North America, Inc.

Citigroup has acted as a financial advisor to OAO Severstal in
connection with this transaction.

On October 23, 2003, Rouge Industries Inc., and its subsidiaries,
Rouge Steel Company and Q S Steel Inc., filed for Chapter 11
protection with the U. S. Bankruptcy Court in Wilmington,
Delaware. Concurrently, Rouge Industries announced that it had
signed a letter of intent with OAO Severstal to sell substantially
all of its principal steelmaking assets. On November 24, Severstal
was named as the "stalking horse" in the competitive bid process
for the assets of Rouge Industries. The U. S. Bankruptcy Court-
sanctioned auction was held on December 19, 2003 in New York City
and Severstal's bid of $285.5 million USD was determined to be the
highest and best offer. On December 22, 2003, the U. S. Bankruptcy
Court in Wilmington, Delaware confirmed the results of the
auction.


RUSSELL CORPORATION: Board Approves Del. Reincorporation Proposal
-----------------------------------------------------------------
Russell Corporation (NYSE: RML) announced that its board of
directors has approved a proposal to change the Company's state of
legal incorporation from Alabama to Delaware.  The reincorporation
proposal will be submitted for consideration at Russell's annual
meeting of shareholders scheduled to be held on April 21, 2004 at
11:00 a.m. CST, at its offices in Alexander City, Alabama.

The proposed reincorporation would not affect the Company's name,
headquarters, business, jobs, management, offices or facilities,
number of employees, assets, liabilities or net worth.  Also, the
Company's common stock would continue to trade on the New York
Stock Exchange under the symbol RML.

"We believe that Delaware provides a more appropriate and
predictable corporate and legal environment that would be
beneficial to the Company and our shareholders," said Floyd G.
Hoffman, senior vice president and general counsel.

More than half of the Fortune 500 publicly traded companies, and
more than 75 percent of public companies currently headquartered
in Alabama, are incorporated in Delaware.

Approval of the reincorporation proposal will require the support
of a two-thirds majority of all the votes entitled to be cast by
holders of Russell's common stock.  Further information regarding
the reincorporation will be contained in the proxy statement to be
filed with the Securities and Exchange Commission and mailed to
shareholders of the Company as of the record date of the annual
meeting.

Russell Corporation (S&P, BB+ Corporate Credit Rating, Negative)
is a leading branded athletic, outdoor and activewear company with
over a century of success in marketing athletic uniforms, apparel
and equipment for a wide variety of sports, outdoor and fitness
activities. The company's brands include: Russell Athletic(R),
JERZEES(R), Mossy Oak(R), Cross Creek(R), Discus(R), Moving
Comfort(R), Bike(R), Spalding(R), and Dudley(R).  The company's
common stock is listed on the New York Stock Exchange under the
symbol RML. The company's Web site address is
http://www.russellcorp.com/


SALTON SEA: Board Authorizes Redemption of Series F Bonds
---------------------------------------------------------
Salton Sea Funding Corporation announced that its board of
directors has authorized the redemption of $136,383,000 of the
outstanding principal amount of its 7.475% Senior Secured
Series F Bonds due Nov. 30, 2018.

The redemption is made pursuant to Section 2(j) of Salton Sea
Funding's Fourth Supplemental Indenture at the option of Salton
Sea Funding as substantial completion of the Zinc Recovery Project
owned by CalEnergy Minerals LLC has not occurred and CalEnergy
Minerals has used reasonable efforts to cause such Zinc Recovery
Project to achieve substantial completion on or prior to its
guaranteed substantial completion date.

The Trustee was notified of the election to effect redemption of
the Series F Bonds, which will be redeemed on March 1, 2004, at a
redemption price of 100% of the principal amount being redeemed
plus accrued but unpaid interest to the redemption date.  The
redemption price will be paid to holders of the Series F Bonds on
the redemption date.

Salton Sea Funding expects to make a demand on MidAmerican Energy
Holdings Company (OTC Bulletin Board: MDPWN), for the amount
remaining on MidAmerican's guarantee of the Series F Bonds in
order to fund the redemption.  Upon such expected demand and
payment under MidAmerican's guarantee, MidAmerican will have no
further payment obligation thereunder.

Salton Sea Funding Corporation is an indirect, wholly-owned
subsidiary of CE Generation, LLC, a limited liability company the
membership interests of which are owned by MidAmerican and
TransAlta USA Inc.

                         *   *   *

As reported in the Troubled Company Reporter's December 19, 2003
edition, Standard & Poor's Ratings Services raised its rating on
Salton Sea Funding Corp.'s $592 million senior secured bonds
series B, C, E, and F to 'BB+' from 'BB'.

The rating action follows the rating upgrade on Dec. 3, 2003 of
primary offtaker Southern California Edison Co., (SCE;
BBB/Stable/A-2) to 'BBB' from 'BB' and Standard & Poor's
full review of the project.

The outlook is stable.

"The ratings stability reflects our expectation of continued
stable operations and reasonably low break-even prices during the
critical period of 2007 to 2010," said Standard & Poor's credit
analyst Scott Taylor.

"Further increases in operating expenses or deteriorating
operational performance could lead to a lower rating. However,
continued strong operations coupled with greater certainty in
energy pricing in 2007 through 2010 could lead to a higher
rating," added Mr. Taylor.


SAN JOAQUIN: Board to Consider Proposed Acquisition Finance Plan
----------------------------------------------------------------
The Transportation Corridor Agencies released a report
recommending that the Transportation Corridor System (TCS) acquire
the assets of San Joaquin Hills and Foothill/Eastern
Transportation Corridor Agencies by issuing an estimated $3.9
billion in toll-revenue bonds if certain financial parameters are
met.

Since early 2002, the San Joaquin Hills and Foothill/Eastern
Agencies have been analyzing the feasibility of creating a single
agency to manage and operate the 73, 241, 261, and 133 Toll Roads.
In April 2003, the TCS was formed as a joint powers authority to
study the potential acquisition of the San Joaquin Hills and
Foothill/Eastern Agencies.

The Agencies' Operations and Finance Committees will review the
proposed plan on Feb. 3 and Feb. 4. The TCS Board of Directors
will be asked at the Feb. 12 Board meeting to set a coverage rate
level, tender amount, and interest rate parameters that must be
met in order for the bonds to be issued.

"This plan achieves all the goals we set out at the beginning of
the analysis," said Peter Herzog, Chairman of the Foothill/Eastern
Agency Board of Directors. "We wanted to find a long-term
financial solution that allowed us to pay our debts and enhance
the ability to finance Foothill-South in the future, without
increasing toll rates more than currently scheduled."

Key elements of the proposed plan include:

-- Debt structure: The proposed issuance of approximately $3.9
billion in nonrecourse, toll-revenue bonds consists of an
estimated $3.4 billion in Senior Lien Fixed-Rate and Synthetic
Fixed-Rate Bonds and $475 million in Junior Lien Fixed-Rate Bonds.
Of the $3.4 billion Senior Lien Bonds, $1.5 billion will be
insured by the MBIA. The toll-revenue bonds are paid with
collection of future toll revenue and Development Impact Fees.

-- Investment-grade ratings: The insured Senior Lien Bonds
received investment-grade ratings from Standard & Poor's (BBB-)
and Moody's Investor Services (Baa3). The Junior Lien Bonds were
also given investment-grade ratings by Moody's (Baa3).

-- Interest rate: An average interest rate of 5.6% is assumed in
the proposed finance structure based on current market conditions,
and is lower than the interest rates on the current outstanding
San Joaquin Hills and Foothill/Eastern bonds.

-- Reserves: Approximately $220 million in various reserve funds,
a $75 million surety policy, and $240 million in an available
federal line of credit are included in the proposal to further
secure the payment of debt service and agency expenses.

-- Estimated final maturity date: The proposed TCS debt is planned
to mature (to be paid off) in 2044.

The recommendation includes various parameters that must be met to
execute the acquisition financing. Market conditions at the time
of the transaction will determine the final interest rates, debt
service coverage levels, and transaction costs.

The plan represents the culmination of nearly two years of
comprehensive analysis to identify ways to establish long-term
financial stability for the San Joaquin Hills and Foothill/Eastern
Agencies. These analyses have been conducted by a team of toll
agency finance staff, bond underwriters, legal counsel, rating
agencies, bond insurers, and the Board's independent financial
advisors. The California State Controller's Office and the County
of Orange have conducted third-party reviews of the analysis.

The report includes an analysis of the current finances of the San
Joaquin Hills and Foothill/Eastern Agencies and the proposed TCS
acquisition finance plan. The report concludes that the
acquisition plan:

-- Prevents the San Joaquin Hills Agency from defaulting on
existing outstanding debt;

-- Avoids consequences of a default, which include the raising of
73 Toll Road rates to maximum levels, resulting in a diversion of
up to 20% more traffic on to local streets and highways;

-- Shortens San Joaquin Hills Agency's bond retirement by at least
10 years, at a savings of $2.8 billion in additional tolls between
2044-2053;

-- Provides lowest-cost financial capacity for future construction
of the final segment of the 241 Toll Road (Foothill-South);

-- Shortens bond retirement by at least one year (from 2045 to
2044) for Foothill/Eastern, assuming Foothill-South construction;
and

-- Retains local control of ability to set tolls, fees, and fines
by avoiding the ability of a trustee of the bond insurer to
enforce bond covenants by maximizing revenue.

Additional details about the proposed plan are provided below.

                          About TCA

The Toll Roads are operated by the Transportation Corridor
Agencies, two joint powers authorities formed by the California
state legislature in 1986 to plan, finance, construct, and operate
Orange County's 67-mile public toll road system. Fifty-one miles
of the system are complete, including the San Joaquin Hills (73)
Toll Road from Newport Beach to San Juan Capistrano and the
Foothill/Eastern Toll Roads (241, 261, 133) from the 91 Freeway to
south Orange County.


SIERRA PACIFIC: Fed. Court Dismisses $600MM Natural Gas Action
--------------------------------------------------------------
Sierra Pacific Resources Corp. said on Jan. 28, that a federal
court had dismissed a complaint filed by the company against
several natural gas producers seeking $600 million in total
damages, Reuters reported. The Las Vegas-based company and its
utility unit Nevada Power filed the lawsuit in April 2003,
claiming suppliers conspired to drive up prices. Defendants
included Sempra Energy, El Paso Corp. and Dynegy Inc. Sierra
Pacific, in a filing with the U.S. Securities and Exchange
Commission, said counsel for the company and its utility unit were
reviewing the matter to determine what action, if any, it might
take in response to the ruling. (ABI World, Jan. 30, 2004)


SLATER STEEL: Inks Agreement to Sell Sorel Forge Unit to Tricap
---------------------------------------------------------------
Sorel Forge Inc., a subsidiary of Slater Steel Inc., entered into
a definitive agreement to sell substantially all of its assets, on
a going-concern basis, to the Tricap Restructuring Fund. The
transaction, which is expected to close on, or about,
March 1, 2004, is subject to certain conditions, including
approval from the Ontario Superior Court of Justice.

Located in Sorel-Tracy, Quebec, Sorel Forge is the largest
integrated open-die forging plant in Canada. Sorel produces mold,
tool and die steels, custom forgings and forged steel bars and is
among the few facilities in the world that is capable of producing
large mold blocks of up to 55,000 pounds. Mold steels are used
principally to produce molds for the plastic injection industry.
Tool and die steels are used by the zinc, aluminum and die casting
industries. Custom forgings, produced in various shapes and
physical properties, are used in the capital goods industry,
typically in heavy machinery for the petrochemical, pulp and
paper, steel, mining, nuclear and hydro-electric power generation
industries. Sorel employs approximately 270 hourly and salaried
employees.

The Tricap Restructuring Fund, with dedicated capital exceeding
$415 million, was established by Brascan Asset Management to
provide a source of patient long-term capital and strategic
assistance to companies experiencing financial or operational
difficulty.

Slater Steel is a mini mill producer of specialty steel products.
The Company's mini mills are located in Fort Wayne, Indiana;
Hamilton and Welland, Ontario and Sorel-Tracy, Quebec.

                        *   *   *

As previously reported, the Ontario Superior Court of Justice has
extended the Court protection period granted to Slater Steel Inc.,
under the Companies' Creditors Arrangement Act to March 1, 2004,
from January 30, 2004, in order to allow the  company to proceed
with an orderly wind down of both the Atlas Stainless Steels and
Hamilton Specialty Bar facilities under the protection of the
CCAA.


SPIEGEL: Wants Approval for Fisher Road Sale Bidding Protocol
-------------------------------------------------------------
Distribution Fulfillment Services, Inc., and Industrial Realty
Group, LLC, agreed to certain bidding procedures in connection
with the Auction for higher and better offers for the Fisher Road
Property.

Accordingly, The Spiegel Group Debtors ask the Court to approve
these Bidding Procedures:

   (a) Qualified Overbids

       The Debtors have agreed to require a minimum initial
       overbid of greater than:

       * $22,600,000, which amount represents the sum of the
         Purchase Price, the Break-up Fee and $50,000; plus

       * the consideration arising from the assumption of
         the Assumed Liabilities under the Purchase Agreement;
         and

       * all other consideration to Distribution Fulfillment
         under the Purchase Agreement;

   (b) Delivery of Overbid and Good Faith Deposit

       A Qualified Overbidder who desires to make a bid must
       deliver the Required Bid Documents and a good faith
       deposit in the form of a certified check payable to the
       order of Distribution Fulfillment in an amount equal to or
       greater than the 5% of the total bid amount of the
       Potential Bidder's Overbid, to:

       * Shearman & Sterling LLP
         599 Lexington Avenue,
         New York, New York 10022
         Attention: Jill Frizzley, Esq.;

       and a copy of its Required Bid Documents to:

       * Spiegel, Inc.
         3500 Lacey Road,
         Downers Grove, Illinois 60515
         Attention: Terry Pieniazek;

       * Fainsbert Mase & Snyder, LLP
         11835 West Olympic Boulevard,
         Ste. 1100, Los Angeles, California 90064
         Attention: John A. Mase, Esq., and
                    Michael H. Weiss, Esq.;

       * Keen Realty, LLC
         60 Cutter Mill Road,
         Ste. 407 Great Neck, New York 11021
         Attention: Harold Bordwin, and
                    Craig Fox;

       * Chadbourne & Parke LLP,
         Counsel to the Creditors' Committee
         30 Rockefeller Plaza,
         New York, New York 10112
         Attention: David M. LeMay, Esq.; and

       * Kaye Scholer LLP,
         Counsel to the Postpetition Secured Lenders
         425 Park Avenue,
         New York, New York, 10022
         Attention: Gary B. Bernstein, Esq.

       The Bid Documents and the Deposit should be delivered not
       later than 72 hours before the Auction;

   (c) Auction

       If the Debtors determine, in consultation with their
       professionals and the Creditors Committee, that one or
       more Qualified Overbids has been timely tendered, the
       Auction, if required, will commence at 10:00 a.m. on
       Tuesday, March 23, 2004, before the Honorable Cornelius
       Blackshear, United States Bankruptcy Judge for the
       Southern District of New York, at the United States
       Bankruptcy Court, Courtroom 601, One Bowling Green, in New
       York or at such later time as determined by the Bankruptcy
       Court;

   (d) Determination of the Highest and Best Bid

       Upon conclusion of the Auction, the Debtors will, in
       consultation with the Creditors Committee:

       * review each Qualified Overbid on the basis of financial
         and contractual terms and other factors relevant to the
         sale process, including those factors affecting the
         speed and certainty of consummating the Sale; and

       * identify the Successful Bid and the second highest and
         best offer for the purchase of the Property.

       The Debtors may, in consultation with the Creditors
       Committee:

       * determine, in their business judgment, which Qualified
         Overbid is the highest or otherwise best offer; and

       * reject any bid that the Debtors determine to be
         inadequate or insufficient, any bid that is not in
         conformity with the requirements of the Bankruptcy Code,
         the Bidding Procedures or the terms and conditions of
         the Stalking Horse Purchase Agreement or any bid
         contrary to the best interests of the Debtors, their
         estates and their creditors;

   (e) The Sale Hearing

       A hearing to approve the sale of the Fisher Road Property
       to Industrial Realty or, alternatively, to the Successful
       Bidder will be conducted immediately following the Auction
       on Tuesday, March 23, 2004 at 10:00 a.m., before the Judge
       Blackshear.

       Following the Sale Hearing, if the Successful Bidder fails
       to consummate an approved sale because of a breach or
       failure to perform on its part, the Back-up Bid, as
       disclosed at the Sale Hearing, will be deemed to be the
       Successful Bid and the Debtors will be authorized, but not
       required, to consummate the sale with the Back-up Bidder
       without further court order;

   (f) Failure to Close

       If any sale of the Property to a Qualified Overbidder
       other than Industrial Realty fails to close for any reason
       and Industrial Realty has made the next to highest and
       best bid, it will purchase the Fisher Road Property on the
       terms and conditions set forth in the Purchase Agreement
       and at the final purchase price bid by Industrial Realty
       at the Auction, without requiring further Bankruptcy Court
       Approval; and

   (g) Return of Good Faith Deposit

       The Good Faith Deposits of all Qualified Overbidders will
       be retained by the Debtors and all Qualified Overbids will
       remain open and irrevocable until the earlier of the
       closing of the purchase of the Fisher Road Property and
       the assumption of the Assumed Liabilities or 60 days from
       the Auction, provided, however, that in no event will
       Industrial Realty be required to make the Good Faith
       Deposit.  If a Successful Bidder fails to consummate an
       approved sale because of a breach or failure to perform on
       the part of the Successful Bidder, the Debtors will not
       have any obligation to return the Good Faith Deposit
       deposited by the Successful Bidder, and such Good Faith
       Deposit irrevocably will become property of the Debtors
       and will not be credited against the purchase price of the
       subsequent buyer.

                Notice of Auction and Sale Hearing

The Debtors ask the Court to hold the Sale Hearing on
March 23, 2004 at 10:00 a.m.

Not later than five business days after entry of the Bidding
Procedures Order, the Debtors will serve a copy of the notice of
the Proposed Sale, the Auction, the Bidding Procedures and the
Sale Hearing, and a copy of the Bidding Procedures Order, by
first-class mail, postage prepaid, to interested parties.

In addition, not later than five business days after entry of the
Bidding Procedures Order, the Debtors will cause the Notice of
Auction and Sale Hearing to be published in the national editions
of The Wall Street Journal, The New York Times and The Columbus
Dispatch pursuant to Rule 2002(l) of the Federal Rules of
Bankruptcy Procedure.

Objections, if any, must:

   (a) be in writing;

   (b) comply with the Federal Rules of Bankruptcy Procedure and
       the Local Bankruptcy Rules;

   (c) set forth the name of the objector, the nature and amount
       of claims or interests held or asserted by the objector
       against the Debtors' estates or property, the basis for
       the objection, and the specific grounds;

   (d) be filed with the Bankruptcy Court electronically in
       accordance with General Order M-182 by registered users of
       the Court's case filing system and by all other parties-
       in-interest, on a 3.5-inch disk, preferably in Portable
       Document Format, WordPerfect, or any other Windows-based
       word processing format -- with a hard copy delivered
       directly to the chambers of Judge Blackshear -- and served
       in accordance with General Order M-182; and

   (e) comply with the Objection Requirements so that they are
       received no later than 4:00 p.m. on March 19, 2004.

The Debtors assert that the Bidding Procedures should be approved
because it will, among other things, retain for the benefit of
their estates the prospect of a successful sale to the Stalking
Horse while enabling them to solicit higher and better bids.
(Spiegel Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


STELCO INC: Cleveland-Cliffs Comments on Restructuring
------------------------------------------------------
Cleveland-Cliffs Inc (NYSE: CLF), commented on Stelco's Order for
Protection under the Companies' Creditors Arrangement Act in
Ontario, Canada. Stelco is an equity participant in three mines
managed by Cliffs. Stelco has a 44.6 percent ownership in Wabush
Mines, which has facilities in Newfoundland and Quebec, Canada.
U.S. subsidiaries of Stelco (which are not believed to have filed
for bankruptcy protection) own 14.7 percent of Hibbing Taconite
Company-Joint Venture and 15 percent of Tilden Mining Company L.C.

As of the time of the Order, Cliffs had no trade receivables with
Stelco, and Stelco was current on its cash funding obligations at
all three of the mines named above. It would be premature to
speculate on Stelco's actions subsequent to obtaining the Order.

John S. Brinzo, Cliffs' chairman and chief executive officer,
said, Cliffs has a long and valued relationship with Stelco which
we expect to continue. We are optimistic that Stelco will
restructure and emerge a stronger, more competitive steel company.

Cleveland-Cliffs, headquartered in Cleveland, Ohio, is the largest
producer of iron ore pellets in North America, and sells the
majority of its pellets to integrated steel companies in the
United States and Canada. The Company operates six iron ore mines
located in Michigan, Minnesota and Eastern Canada.


STELCO INC: Amaranth LLC Discloses 19.6% Equity Stake
-----------------------------------------------------
On January 30, 2004, Amaranth LLC acquired beneficial ownership of
20,000,000 common shares of Stelco Inc., at a price of Cdn$0.80
per Common Share. Amaranth also owns convertible debentures of
Stelco which are currently exercisable for 22,222 Common Shares.
Assuming Amaranth converted all of its convertible debentures,
Amaranth's holdings of the Common Shares would represent 19.6% of
the outstanding Common Shares. Amaranth Advisors (Canada) ULC acts
as investment advisor in Canada in respect of all Stelco
securities owned by Amaranth. The Common Shares were acquired on
the Toronto Stock Exchange.

Amaranth currently holds its Common Shares and other securities of
Stelco for investment purposes only, and not with the purpose of
influencing the control or direction of Stelco. Amaranth may make
additional investments in or dispositions of securities of Stelco
in the future and may effect sales of a significant portion of its
investment in Common Shares, in either case subject to market
conditions and other relevant factors.

Stelco Inc. (S&P, B- Long-Term Corporate Credit Rating, Negative)
is Canada's largest and most diversified steel producer. Stelco is
involved in all major segments of the steel industry through its
integrated steel business, mini-mills, and manufactured products
businesses. Stelco has a presence in six Canadian provinces and
two states of the United States. Consolidated net sales in 2002
were $2.8 billion.


STRUCTURED ASSET: Fitch Rates 2004-5H Classes B4 & B5 at Low-Bs
---------------------------------------------------------------
Structured Asset Securities Corporation's mortgage pass-through
certificates, series 2004-5H, are rated by Fitch Ratings as
follows:

        -- $214.5 million classes A1 - A4, A-PO, A-IO1, A-IO2 and
           R 'AAA';

        -- $2.1 million class B1 'AA';

        -- $1.7 million class B2 'A';

        -- $1.3 million class B3 'BBB';

        -- $553,000 class B4 'BB';

        -- $332,000 privately offered class B5 'B'.

The 'AAA' rating on the senior certificates reflects the 3% total
credit enhancement provided by the 0.95% class B1, 0.75% class B2,
0.60% class B3, 0.25% privately offered classes B4, 0.15%
privately offered classes B4 and 0.30% privately offered class B6
certificates.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses. In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, and the master servicing capabilities of
Aurora Loan Services, Inc., (rated 'RMS2+' by Fitch).

The certificates represent ownership interest in a trust fund that
consists primarily of fixed rate, conventional, first lien,
residential mortgage loans. As of the cut-off date (Jan. 1, 2004),
the mortgages have an aggregate principal balance of approximately
$221,137,143, a weighted average original loan-to-value ratio
(OLTV) of 101.66%, a weighted average coupon of 6.232%, a weighted
average remaining term of 349 months and an average balance of
$132,735. The loans are primarily located in Virginia (7.55%),
Pennsylvania (6.66%), Texas (5.98%), and Florida (5.43%).

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines. Approximately 95.08% of the mortgage
loans were originated or acquired in accordance with the Borrower
Advantage Underwriting Guidelines. Approximately 4.92% of the
mortgage loans were originated or acquired in accordance with the
Pro Mortgage Underwriting Guidelines. The largest percentage of
servicers for the mortgage loans is as follows: 32.08% GMAC
Mortgage Corporation, 22.49% Wells Fargo Home Mortgage Inc.,
15.71% SunTrust Mortgage, Inc., and 14.98% Aurora Loan Services,
Inc. The remainder of the mortgage loans will be serviced by
various other servicers.

SASCO, a special purpose corporation, deposited the loans in the
trust, which issued the certificates. For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits.


SUN HEALTHCARE: Will Divest Nine More L-T Care Facilities in 2004
-----------------------------------------------------------------
During the year ended December 31, 2003, subsidiaries of Sun
Healthcare Group, Inc. divested 127 long-term care facilities,
primarily through lease terminations and transfers. As part of the
Company's restructuring efforts, the Company intends to divest
approximately nine of its current inpatient long-term care
facilities in early 2004.  Assuming that the Company completes
those divestitures, it anticipates that it will operate a retained
portfolio of 101 inpatient long-term care facilities located in 13
States having an aggregate of 10,507 beds.  The Retained Portfolio
would consist of 84 skilled nursing facilities, eight assisted
living facilities, six behavioral health facilities and three
specialty hospitals.  The Retained Portfolio would include an
average of eight facilities in each State, although the Company
will operate 11 skilled nursing facilities, six behavioral health
facilities, and two hospitals in the State of California.  In
addition, under the Retained Portfolio, the Company would have no
more than 15% of its licensed beds in any one State.

For the nine months ended September 30, 2003 and the seven months
ended December 31, 2002, the net revenues (net of intercompany
revenues) for the Company's Rehabilitation and Respiratory
Services Segment were approximately $81.5 million and $49.8
million, respectively.  Included within those amounts for the
Rehabilitation and Respiratory Services Segment were net revenues
of approximately $17.8 million and  $11.5 million, respectively,
resulting from the operation of HTA of New York, Inc., which
provides independent rehabilitation therapists to county-operated
early intervention programs for school systems and homes.  The
operations of HTA of New York are not included within the
Company's assets subject to the pending sale agreement for the
Company's therapy business.

On January 20, 2004, Sun Healthcare Group, Inc. submitted an
application to list its common stock on the Nasdaq National
Market.  No assurance can be given that the Sun Healthcare Group,
Inc. common stock will become listed on the Nasdaq National
Market.

As previously disclosed, on February 28, 2003, the Bureau of Medi-
Cal Fraud and Elder Abuse, which is a division of the Office of
the Attorney General of the State of California, alleged that the
Company violated the terms of the Permanent Injunction and Final
Judgment entered into during October 2001.  Pursuant to the PIFJ,
the Company is enjoined from engaging in violations of federal or
state statutes or regulations governing the operation of health
care facilities in the State of California.  Among other things,
the BMFEA alleged that the Company's California facilities have
had inadequate staffing, training and supervision. To remedy these
alleged violations, the BMFEA had requested that the Company pay
their costs of the investigation and to audit the Company's
operations in California, and, initially, requested a significant
but unspecified cash penalty.  The BMFEA investigation
included onsite inspections, searches, interviews and examinations
of the Company's residents and facility personnel, service of
document requests and, in one recent instance, service of a search
warrant seeking documents and further information regarding the
operation of certain of the Company's California facilities.

In January 2004, 11 current and one former employee of SunBridge
Care and Rehab for Escondido-East were arraigned on charges
brought by the California Department of Justice, alleging that the
defendants permitted an elderly woman under their care to be
placed in a situation in which her health was endangered in
circumstances likely to produce great bodily harm or death.  Ten
of the twelve defendants were also charged with a misdemeanor
count of falsifying paperwork with fraudulent intent.  SunBridge
Care and Rehab for Escondido-East is a skilled nursing facility in
Escondido, California that is operated by Care Enterprises West,
an indirect subsidiary of Sun Healthcare Group, Inc.  Neither Sun
Healthcare Group, Inc. nor Care Enterprises West has been charged
with any wrongdoing.  The Company has commenced an internal
investigation of the California Department of Justice's
allegations and continues its ongoing efforts to work in
cooperation with the California Department of Justice during the
course of their investigation.

Sun Healthcare states that it does not know whether the BMFEA will
ultimately assert that the Company is in violation of the PIFJ
and, if so, what actions the BMFEA may take.  There can  be no
assurance that there will not be an adverse outcome in this
matter, or that additional charges will not be filed against the
12 employees, other employees, Care Enterprises West or any of its
affiliates, or any officers and directors.  The Company is unable
to estimate any amount that the BMFEA may ultimately seek from the
Company, or the cost to the Company resulting from an adverse
outcome in this matter, although an adverse outcome in this matter
could have a material adverse effect on the Company's financial
position, results of operations and cash flows.


TENET HEALTHCARE: Looks for Buyers for California Facilities
------------------------------------------------------------
The following was sent by C. Duane Dauner, President of California
Healthcare Association:

Tenet Healthcare's announcement earlier this week that it will
divest 19 of its California hospitals, including 18 hospitals in
Los Angeles and Orange counties, says much more about our broken
health care system than it does about any single organization.
All California hospitals are facing the same pressures as Tenet:
unfunded governmental mandates such as the January 1, 2008,
seismic deadline and nurse-to-patient staffing ratios that became
effective on January 1, 2004; a growing uninsured population;
inadequate payments from Medi-Cal, Medicare and health plans;
rising costs of medical technology, pharmaceuticals and labor;
workforce shortages; aging population; and meltdown in the
emergency medical services system.

The challenges affecting hospitals throughout California are
particularly unique, compared to the rest of the country, because
of the state's enormous financial and operational regulatory
requirements.  According to Tenet officials, the sweeping seismic
safety requirements were a key factor in the organization's
decision to sell specific hospitals in Los Angeles and Orange
counties.

The California Healthcare Association has long supported the
public policy goal of ensuring the safety of all hospitals
following a major earthquake. However, the financial burden of
this unfunded mandate is massive.  The minimum hard construction
cost estimate for meeting the earthquake safety requirements is
$24 billion -- a figure that is more than the current depreciated
value of all hospital buildings in California.  Of the $24 billion
price tag, CHA estimates that at least $14 billion will have to be
spent to meet the rapidly approaching 2008 deadline.  Tenet alone,
according to officials, would have to spend $1.6 billion just for
the 19 hospitals in California that it has decided to divest.
With no state money or credits available to help pay for these
state-mandated improvements, numerous hospitals throughout
California are facing similar decisions as Tenet.

Many of the Tenet hospitals now up for sale are located in vital
communities throughout Southern California that would be
attractive to other hospitals or systems with a presence in the
area.  Tenet officials have assured CHA that the organization is
fully committed to finding buyers for all of these hospitals.  In
fact, several interested buyers have already contacted Tenet
regarding these facilities.  CHA believes that there are many
quality health care systems that -- for strategic and mission-
based reasons -- will give serious consideration to purchasing
some or all of the hospitals in question.

As a result of Tenet's commitment to finding qualified buyers who
will continue to operate these hospitals, residents throughout Los
Angeles and Orange counties should rest assured that the health
care service they have come to depend upon will still be available
when needed.  However, the increasing burdens hospitals are under
must be addressed or California's health care system is headed for
a train wreck.

Recent hospital closures, cutbacks in services and emergency
department diversions are startling evidence that changes must be
made.  The vise of financial shortfalls and unfunded governmental
demands will jeopardize patients' ability to obtain hospital care
when they need it.

All California hospitals strive to provide safe, high-quality care
to every patient.  Significant strides have been made in these
areas, and improvements are a continuous part of hospitals'
commitment to serve their communities.  California hospitals will
use the best of their ingenuity to increase the value of hospital
services even more.  Providing safe, high-quality care is a
continuous process, not a short race.  Collaboration among
hospitals and others is the key to restoring California's
leadership position in health care.

The California Healthcare Association (CHA) is the largest
hospital trade association in California, representing more than
500 hospitals and health systems throughout the state.  CHA
provides its members with proactive leadership in health policy,
legislative regulatory advocacy, and legal representation.

Tenet Healthcare Corporation (Fitch, BB Senior Unsecured and Bank
Facility Ratings, Negative), through its subsidiaries, owns and
operates 101 acute care hospitals with 25,293 beds and numerous
related health care services. Tenet and its subsidiaries employ
approximately 107,500 people serving communities in 15 states.
Tenet's name reflects its core business philosophy: the importance
of shared values among partners - including employees, physicians,
insurers and communities - in providing a full spectrum of health
care. Tenet can be found on the World Wide Web at
http://www.tenethealth.com/


TEXAS DEP'T OF HOUSING: S&P Hatchets Revenue Bond Rating Cut to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Texas
Department of Housing and Community Affairs' $1.2 million housing
revenue bonds (Dallas/Fort Worth Apartments Pool project)
subordinate series 1996C to 'D' from 'CC' due to a default in the
Jan. 1, 2004, debt service payment due on these bonds.

The ratings on the senior series 1996A and the junior subordinate
series 1996D bonds have been affirmed at 'B' and 'D',
respectively. The senior series 1996A debt service due on
Jan. 1, 2004, was paid with a draw on its debt service reserve
fund of about $65,000. The outlook on the senior series 1996A is
negative. Standard & Poor's affirmed its rating on the junior
subordinate series 1996D bonds based on the continuing default in
the payment of debt service on these bonds.

Standard & Poor's lowered its rating on the series 1996D bonds to
'D' on Jan. 2, 2003, following the default in the debt service
payment due on Jan. 1, 2003. Prior downgrades to each series of
bonds have been done during the past two years for the default and
various debt service reserve fund draws.

A sale of the properties is pending. The owner has indicated to
Standard & Poor's that such a sale would result in sufficient
funds to allow full repayment of principal and interest due to all
bondholders, including prior missed payments. While it is possible
that the pending sale could close as early as February 2004, the
exact closing date has not yet been determined pending various
issues.

The department's inability to meet debt service on the bonds
occurred because the owner withheld rental payments rather than
transferring such revenues to the trustee as required. Instead,
the funds have been used for property repair and maintenance
because of the continuing lack of funds available in the
replacement reserve fund to make needed repairs. All the bonds
have been issued on behalf of AOF/DFW Affordable Housing Corp.,
the owner of the properties.


TIMKEN CO: Names Jacqueline Dedo as Automotive Group President
--------------------------------------------------------------
The Timken Company (NYSE: TKR) announced that Jacqueline A. Dedo
has joined the company as president - Automotive and an officer of
the company.  She will report to James W. Griffith, president and
CEO, and will have responsibility for the company's global $1.4
billion Automotive Group.

"We are delighted that Jacqui is joining our team. She is a
talented and accomplished leader," said Mr. Griffith. "Jacqui has
an impressive track record of achievement in the global automotive
industry.  I know she will drive the strategy for profitable
growth in our Automotive business."

An automotive veteran of more than 20 years, Mrs. Dedo joins
Timken from Motorola, where she was corporate vice president and
general manager of Global Market Operations for the Automotive
Communications and Electronic Systems Group in Detroit. She
previously spent 15 years as an executive with Bosch automotive,
both in Michigan and Stuttgart, Germany, where she held a number
of senior sales, marketing and technical positions.

Mrs. Dedo earned a bachelor of science degree in electrical
engineering from Kettering University in Flint, Mich., formerly
known as General Motors Institute (GMI).  She and her family will
be relocating from Detroit to Canton.

The Timken Company (Moody's, Ba1 Senior Unsecured Debt, Senior
Implied and Senior Unsecured Issuer Ratings) --
http://www.timken.com/-- is a leading international manufacturer
of highly engineered bearings, alloy and specialty steels and
components, and a provider of related products and services with
operations in 29 countries. The company recorded 2003 sales
of $3.8 billion and employed approximately 26,000 at year-end.


TRANSPORTATION CORRIDOR: S&P Rates Jr. Lien Revenue Bonds at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
the Transportation Corridor System, Calif.'s $3.365 billion senior
lien toll road revenue bonds and its 'BB' rating to the system's
$550.9 million junior lien toll road revenue bonds, reflecting the
large amount of debt, low net debt service coverage, and the
inherent complexities and difficulty in generating reliable
traffic and revenue forecasts. The outlook on both the senior and
junior lien toll road bonds is stable.

The bonds are secured by a pledge of the gross revenues of the
TCS, including all tolls, development impact fees, and fines, as
well as certain earnings on funds under the indenture. The bonds
are being issued to acquire the assets and liabilities of the San
Joaquin Hills Transportation Corridor Agency (SJHTCA; 'BB/Stable')
and the Foothill/Eastern Transportation Corridor Agency (F/ETCA;
'BBB-/Stable').

"The combined system is more diverse and brings the strength of
the Foothill/Eastern Transportation Corridor to the historically
weaker San Joaquin Hills Transportation Corridor," said Standard &
Poor's credit analyst Mary Ellen Wriedt. "However, significant
overall debt levels coupled with a back-loaded combined debt
service schedule, slim net debt service coverage, particularly on
the junior lien level, and the likelihood of additional future
debt are significant factors behind our ratings."

The TCS is a joint exercise of powers agency formed in April 2003
by a vote of the SJHTCA and the F/ETCA for the purpose of
acquiring their assets and liabilities. Prior to forming the TCS,
the SJHTCA and F/ETCA were considered sister agencies, sharing
staff but with different board members based on the relevant
member cities along each road. The new system allows for the debt
of the two existing agencies to be restructured on a tax-exempt
basis. Upon the acquisition of the assets and liabilities of the
two agencies, the TCS will have sole authority over the setting of
rates and the collection of tolls on the toll roads. The existing
toll agencies will remain in existence as the founding entities of
the TCS and maintain some ongoing administrative responsibilities.


UNITED AIRLINES: Court Denies URPBPA's Bid to be Representative
---------------------------------------------------------------
The United Retired Pilots Benefit Protection Association asks
Judge Wedoff to appoint it as the representative of the retired
United Airlines pilots and their beneficiaries in any discussions
United may have concerning the company's announced plan to reduce
retiree medical benefits and to increase the amount United
charges its retired pilots and their dependents and survivors for
medical insurance coverage.

The URPBPA argues that United's attempts to modify the retiree
benefit plans caused great concern among the board of directors
and its membership.  As a result, the URPBPA's attorneys made
numerous inquiries to United and its attorneys regarding the
intention to form a committee under Section 1114 of the
Bankruptcy Code.  The URPBPA learned that United made a
presentation to various "retiree representatives" on January 26,
2004, at an undisclosed location in Chicago, Illinois.  Roger
Hall, URPBPA president, stated in a letter that the URPBPA should
be permitted to attend the presentation.  United did not respond
to Mr. Hall's letter and did not invite the URPBPA to attend.

According to Jack J. Carriglio, Esq., at Meckler, Bulger &
Tilson, in Chicago, United refused to tell the URPBPA how it
intended to negotiate with the retired pilots over the proposed
modification of medical benefits.  Even though Section 1114
states that an authorized representative should be controlled by
the Court, United's actions and press releases showed intent to
exercise undue influence over the selection of representatives
for the retired pilots.

The URPBPA suspected that United would first negotiate with the
retiree representatives and, if a consensual agreement were not
reached, would file Section 1114 materials with the Court.  Under
this plan, United could attempt to handpick certain retirees as
representatives to negotiate with directly, bypassing the Section
1114 requirements.

The URPBPA retained experienced litigation attorneys, an ERISA
expert attorney and an actuarial firm to represent their
interests.  These professionals were qualified to evaluate any
proposals that would affect the rights or benefits of the retired
pilots, surviving spouses and dependents.  In addition, members
of the URPBPA's board of directors were involved in negotiating
the benefits United attempts to change.  The experience of these
members and professionals would be an invaluable asset to the
retirees.

                          *    *    *

Judge Wedoff denies the URPBPA's request. (United Airlines
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED PET LTD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: United Pet Ltd.
        875 North Michigan Avenue, Suite 1404
        Chicago, Illinois 60611

Bankruptcy Case No.: 04-50823

Type of Business: Distributor of pet supplies.

Chapter 11 Petition Date: January 21, 2004

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: Robert E. Bardwell, Jr.
                  995 South High Street
                  Columbus, OH 43206
                  Tel: 614-445-6757
                  Fax: 614-224-4870

Total Assets: $960,954

Total Debts:  $2,565,113

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Eagle Pet Products, Inc.      Trade Debt                $186,085

ProLogis                      Trade Debt                $182,691

Key Bank National             Trade Debt                $175,366
Association

Aqua-Nautic Specialist        Trade Debt                $107,063

All-Glass Aquarium            Trade Debt                 $96,544

Sun Seed Company, Inc.        Trade Debt                 $39,700

Rolf C. Hagen Corporation     Trade Debt                 $30,101

Blue Buffalo Company, LLC     Trade Debt                 $27,414

Ornamental Fish Distributors  Trade Debt                 $27,207
Inc.

Natural Balance Pet Foods,    Trade Debt                 $25,981
Inc.

Marshall Pet Products         Trade Debt                 $25,782

Aquarium Systems              Trade Debt                 $25,551

Panske Truck Leasing          Trade Debt                 $23,862

GBQ Partners LLP              Trade Debt                 $18,354

Hartz Mountain Corp.          Trade Debt                 $15,576

Evolved Habitats              Trade Debt                 $14,936

Mt. Parnell Fisheries         Trade Debt                 $14,752

Pro Clear Aquatic Systems     Trade Debt                 $15,695

Wardley                       Trade Debt                 $15,628

Zoo Med                       Trade Debt                 $12,131


UNITED REFINING: Increases Bank Credit Facility to $75 Million
--------------------------------------------------------------
United Refining Company, a leading regional refiner and marketer
of petroleum products announces completion of an amendment to its
secured revolving credit facility led by PNC Bank, N.A., a member
of The PNC Financial Services Group, Inc., Agent Bank.  The
amendment increases the maximum facility commitment from
$50,000,000 to $75,000,000 effective January 27, 2004.  The
facility expires on May 9, 2007, and is secured by certain cash
accounts, accounts receivable and inventory.

This amendment provides the Company greater flexibility relative
to its cash flow requirements in light of market fluctuations,
particularly involving crude oil prices and seasonal business
cycles.  The improved liquidity resulting from the expansion of
the facility will assist the Company in meeting its working
capital, ongoing capital expenditure needs and for general
corporate purposes.

United -- whose Corporate Credit status is rated by
Standard & Poor's at 'B-' -- owns and operates a 65,000 bpd
refinery in Warren, Pennsylvania. In addition to its wholesale
markets, the Company also operates 372 Kwik Fill(R) / Red Apple(R)
and Country Fair(R) retail gasoline and convenience stores located
primarily in western New York and western Pennsylvania.

The PNC Financial Services Group, Inc., headquartered in
Pittsburgh, is one of the nation's largest diversified financial
services organizations, providing regional community banking;
wholesale banking, including corporate banking, real estate
finance and asset-based lending; wealth management; asset
management and global fund services.


U.S. STEEL: Fourth Quarter 2003 Net Loss Tops $22 Million
---------------------------------------------------------
United States Steel Corporation (NYSE: X) reported a fourth
quarter 2003 net loss of $22 million, or 26 cents per diluted
share after preferred stock dividends.  In the third quarter of
2003, the company had a net loss of $354 million, or $3.47 per
diluted share after preferred stock dividends.  Fourth quarter
2002 net income was $11 million, or 10 cents per diluted share.

For full-year 2003, U. S. Steel reported a net loss of $463
million, or $4.64 per diluted share after preferred stock
dividends, compared with 2002 net income of $61 million, or 62
cents per diluted share.

Commenting on the year's results, U. S. Steel Chairman and CEO
Thomas J. Usher said, "2003 was a landmark year for U. S. Steel as
we made tremendous strides in strengthening our position as a
leading global provider of value- added steel products.  Company-
defining events included acquiring and successfully integrating
National Steel; reaching a new labor agreement with the United
Steelworkers of America, which provides the flexibility to staff
and operate our domestic plants on a world-competitive basis; and
expanding our global platform through the acquisition of Sartid in
Serbia.  These two acquisitions increased our annual worldwide
steelmaking capability by about 50 percent to 26.8 million tons.

"Significant progress was also made during the year in achieving
our goal of annual repeatable cost savings in excess of $400
million by the end of 2004.  Savings are being realized in a
number of areas, including operational synergies associated with
the National purchase; reductions in the total domestic workforce
from approximately 28,000 personnel at the time of the National
acquisition to about 22,000 at year-end 2003; and the elimination
of redundant functions while moving to a more efficient
administrative structure. We expect to achieve additional
significant cost savings from ongoing operating cost-improvement
programs at our domestic and international facilities."

The company reported a fourth quarter 2003 loss from operations of
$34 million, compared with a loss from operations of $694 million
in the third quarter of 2003 and income from operations of $2
million in the fourth quarter of 2002.  For the year 2003, the
company reported a loss from operations of $730 million versus
full-year 2002 income from operations of $128 million.

The fourth quarter 2003 loss from operations included the
following pre- tax items that were not allocated to segments:

     * $72 million expense for outstanding stock appreciation
rights resulting from the increase in the company's common stock
price from $18.38 to $35.02 per share during the fourth quarter;

     * $16 million charge for the write-down of fixed assets and
certain employee benefit costs related to the closing of
Straightline Source;

     * $3 million charge related to workforce reductions in excess
of the company's estimates as of September 30, 2003; and

     * $55 million gain reflecting the excess of fair value over
net book value for timber cutting rights U. S. Steel voluntarily
contributed to its defined benefit pension fund.

The above items reduced fourth quarter 2003 net income by $23
million, or 23 cents per diluted share.  Items not allocated to
segments, excluding retiree benefit expenses, reduced fourth
quarter 2002 net income by $32 million, or 32 cents per share;
reduced 2003 net income by $450 million, or $4.36 per share; and
reduced 2002 net income by $6 million, or 6 cents per share.
Full-year 2003 also included an extraordinary loss of $52 million,
or 50 cents per share, and an unfavorable $5 million, or 5 cents
per share, for the cumulative effect of a change in accounting
principle.

              Reportable Segments and Other Businesses

Management uses segment income from operations to evaluate company
performance because it believes this to be a key measure of
ongoing operating results.  Effective with the fourth quarter of
2003, benefit expenses for current retirees are separately
identified and are no longer allocated to the reportable segments
and Other Businesses.  These expenses include pensions, health
care, life insurance and any profit-based expenses for the benefit
of retirees.  Benefit expenses for active employees continue to be
allocated to the reportable segments and Other Businesses.  This
change was made so that the operating results of U. S. Steel's
reportable segments will better reflect their current contribution
and so that U. S. Steel's segment results will be more comparable
to those of its primary competitors who do not have significant
retiree obligations.  Historical restated segment information has
been included in the Statistical Supplements to this release.

U. S. Steel's reportable segments and Other Businesses reported
segment income from operations of $49 million, or $9 per ton, in
the fourth quarter of 2003, compared with a segment loss of $9
million, or $2 per ton, in third quarter 2003, and segment income
of $38 million, or $10 per ton, in the fourth quarter of 2002.

Similarly, segment income from operations for full-year 2003 was
$69 million, or $4 per net ton, versus the prior year's income of
$58 million, or $4 per net ton.

Segment results for the fourth quarter of 2003 improved by $58
million from the 2003 third quarter.  Benefiting the latest
quarter's domestic results were realized cost savings related to
U. S. Steel's domestic workforce reduction programs; synergies
realized from the National acquisition; the absence of costs
associated with August's electrical grid power outage and third
quarter receivables impairments; and a $16 million reversal of
property tax accruals for 2002 and 2003 resulting from a state-
mandated real property reassessment of Gary Works.  Offsetting
these positives were $40 million in costs for major scheduled
repair outages and $12 million for increased costs for purchased
scrap.  Higher prices and shipment levels for European operations
were offset by a 38-day strike in Serbia and operational
difficulties with a blast furnace in Slovakia, which reduced
Slovakia's capability utilization to 87 percent in December.
While the company expects some lingering effects in the first
quarter, corrective actions have been taken and the blast furnace
is expected to be back to normal operation by mid-February.

            Additional Minimum Liability Adjustment

In the fourth quarter of 2003, U. S. Steel merged its two major
defined benefit pension plans.  Based on the year-end measurement
of this merged plan and another smaller plan, using a discount
rate assumption of 6.0 percent, U. S. Steel was required to
increase the additional minimum liability.  The corresponding
fourth quarter non-cash charge to equity of $534 million reflects
a full valuation allowance on the deferred tax asset related to
this increase.  This adjustment had no impact on net income.  The
total cumulative net charge against equity at December 31, 2003,
of $1.5 billion could increase or be partially or totally reversed
at a future measurement date depending on the funded status of the
plans and future determinations of the necessity or adequacy of a
tax valuation allowance.  The company estimates that as of
December 31, 2003, a 1/2 percent increase in the discount rate
would have reversed the total cumulative net charge against equity
and a 1/2 percent decrease in the discount rate would have
increased the charge against equity by up to $365 million.

        Outlook for 2004 First Quarter and Full Year

Looking ahead Usher stated, "Entering 2004, domestic prices
continue to improve, our first quarter domestic order book for
sheet products is sold out and we are producing near capacity.
Beyond the first quarter, as domestic steel markets continue to
benefit from a stronger U.S. economy and improved demand for steel
globally, especially in China, we expect to realize the benefits
of improved market conditions.  Additionally, the lower value of
the dollar and significantly higher ocean freight costs should
continue to constrain steel import levels.  In Europe, steel
prices are also moving higher as European steel markets benefit
from increased global steel demand and producers look to recover
increased raw materials costs.

"Accompanying the increased demand for steel, prices and related
transportation costs for steelmaking commodities such as coking
coal, coke, iron ore and scrap have increased sharply around the
globe.  While our future results will be affected by market prices
and availability of these purchased commodities, U. S. Steel's
balanced domestic raw materials position and limited dependence on
steel scrap should lessen the effects and improve the competitive
position of U. S. Steel's domestic operations.  In the United
States, U. S. Steel purchases all of its coking coal requirements
and a portion of its scrap requirements, but is self-sufficient in
iron ore and is a net seller of coke.  In Europe, U. S. Steel
purchases all of its coking coal and iron ore requirements and a
modest portion of its coke and scrap requirements."

Compared with fourth quarter results, first quarter shipments for
the Flat-rolled segment are expected to remain strong with prices
improving. However, results will be negatively affected by
continued increases in raw material and energy costs.  For full-
year 2004, Flat-rolled shipments are expected to increase by about
14 percent to approximately 15.5 million tons due mainly to a full
year of shipments from the acquired National assets. Previously
announced price increases of $30 per ton for sheet products and 4
percent for tin products were effective January 5, 2004.  To cover
unprecedented increases in raw material and transportation costs,
the company announced a $30 per ton surcharge on all products
effective February 1, 2004, which will remain in effect until
further notice.  The company also announced additional increases
of $50 per ton for hot-rolled products and hot strip mill plate,
and increases of $60 per ton for cold-rolled and coated sheet
products, effective April 4, 2004.

Late in the fourth quarter of 2003, U. S. Steel declared force
majeure on contractual coke shipments from Clairton Works because
one of its major coal suppliers declared force majeure on coal
shipments following a mine fire.  The global coke shortage was
further aggravated by these events and is forcing certain domestic
steelmakers to curtail production, which has contributed to upward
pressure on domestic steel prices.  U. S. Steel has entered into
cntracts to purchase adequate supplies of coal in 2004 at
competitive market prices and, assuming timely delivery, currently
expects to return Clairton Works to full production by the end of
the first quarter.  U. S. Steel has been able to purchase
additional coke and currently does not expect to materially reduce
its steel production due to raw material constraints.

The Tubular segment is expected to benefit from increased
shipments and prices in the first quarter compared to 2003's
fourth quarter.  Full-year shipments are expected to rise by
almost 14 percent to 1 million tons. Effective December 2003,
Tubular announced price increases for certain products ranging
from $40 to $60 per ton.  Effective January 2004, Tubular
announced additional price increases of $30 to $50 per ton.  This
segment also should benefit in 2004 from the new quench and temper
line at Lorain Pipe Mills, which reached full production
capability during the fourth quarter of 2003.

For U. S. Steel Europe (USSE), first quarter prices are expected
to be higher than in 2003's fourth quarter, but are expected to be
offset by higher costs for raw materials and slightly lower
production volumes in Slovakia due to the previously discussed
production issues.  Operations in Serbia are still in their
initial ramp-up and are expected to reach 50 percent of capability
later in the first quarter.  As a result, USSE shipments in 2004
are projected to increase by about 8 percent to approximately 5.2
million net tons.  Price increases of 20 euros per metric ton were
announced for flat-rolled products, effective January 1, 2004.
Given current and expected worldwide steel market conditions,
further price increases in the second quarter are likely.

Total pension costs for domestic defined benefit plans are
expected to be approximately $205 million for 2004, an increase of
about $110 million from 2003, excluding charges related to the
2003 workforce reductions.  This amount includes $151 million for
employees and $54 million for current retirees. U. S. Steel
expects to make a voluntary $75 million cash contribution to its
defined benefit pension fund in 2004.

U. S. Steel is currently in the process of finalizing its
determination of the effect of the recent Medicare prescription
drug legislation, which is expected to reduce ongoing expense for
its health benefit plans.  Other postretirement benefit expense in
2004 is expected to be less than 2003 expense of $181 million,
excluding charges related to the 2003 workforce reductions.  This
amount included $40 million for employees and $141 million for
current retirees.

Earlier this week, U. S. Steel filed a shelf registration
statement with the Securities and Exchange Commission for the
public issuance of up to $600 million in common or preferred
stock, debt or other securities.  Subject to market conditions,
U.S. Steel is considering the issuance of common stock to take
advantage of a provision expiring in August 2004 for the early
redemption of up to 35 percent of the $535 million face amount of
its 10.75% debentures at a premium of 10.75 percent.

United States Steel Corporation (S&P, BB- Corporate Credit Rating,
Negative) is engaged domestically in the production, sale and
transportation of steel mill products, coke and taconite pellets
(iron ore); steel mill products distribution; the management of
mineral resources; the management and development of real estate;
engineering and consulting services; and, through U. S. Steel
Kosice in the Slovak Republic and U. S. Steel Balkan, d.o.o. in
Serbia, in the production and sale of steel mill products and coke
primarily for the central and western European markets. As
mentioned in Note 5, effective June 30, 2003, U. S. Steel is no
longer involved in the mining, processing and sale of coal.

For more information about U.S. Steel visit
http://www.ussteel.com/


US UNWIRED: S&P Puts Outlook on Junk Credit Rating to Developing
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on US
Unwired Inc., an affiliate of Sprint PCS, to developing from
negative. Ratings on the company, including the 'CCC-' corporate
credit rating, were affirmed.

The outlook revision is based on modest improvement of US
Unwired's financial profile, stemming from the October 2003 credit
agreement amendment and the receipt of roughly $40 million gross
proceeds from noncore cellular and tower asset sales expected in
the first quarter of 2004. After transaction expenses, 60% of the
proceeds will be used to repay a portion of bank indebtedness.

Standard & Poor's previous concerns about potential near-term debt
restructuring activities in light of likely bank technical
defaults have been alleviated by the successful bank facility
renegotiation and expected asset sales. Nevertheless, considerable
uncertainty surrounds US Unwired's ability to withstand
competitive pressure after wireless number portability becomes
effective in May 2004 in the company's markets. The company could
be challenged to boost discretionary cash flow, particularly
after cash interest becomes due on its discount notes in 2005, and
could consume its modest covenant cushion.

The ratings and outlook on IWO Holdings Inc. (CC/Negative/--), a
wholly owned subsidiary of US Unwired, remain unchanged. IWO is a
Sprint PCS affiliate in the Northeast and has high near-term
bankruptcy risk. US Unwired is prohibited by its lenders from
providing financial support to IWO.

"The ratings on US Unwired continue to reflect high financial risk
from elevated debt levels and weak liquidity caused by negative
discretionary cash flow incurred during the company's extended
wireless business start-up period," said Standard & Poor's credit
analyst Eric Geil. Operating cash flow has been slow to develop
given heavy industry competition, the company's late entry into
the wireless business, and the soft economy, while capital
expenditures to construct wireless networks have been high.
Ratings further reflect limited recoverable asset value because
the wireless spectrum licenses used by the company are held by
Sprint Corp. These factors are partially mitigated by the
company's 385,000 wireless subscribers and operating benefits from
the Sprint PCS affiliation agreement.

US Unwired suffers from high subscriber churn, which was 3.2% in
the third quarter of 2003, up from 2.9% in the second quarter. The
uptick in churn is in line with the experience of other carriers
and is partly due to greater activation of subprime customers in
the first quarter, as well as from increased competition. However,
churn is down from the  more than 4% level experienced in the
second half of 2002, when the company had high deactivations of
nonpaying customers. During the past year, the company has
improved customer credit screening and has instituted deposits for
high credit risk customers.

Despite US Unwired's modest operating improvement, the wireless
industry remains very competitive because of high penetration
levels and the increasing commodity-like nature of voice services.
US Unwired has also experienced a sharp decline in roaming revenue
because of the company's position as a net recipient of inbound
roaming traffic from Sprint PCS customers and a reduction in the
reciprocal roaming rate with Sprint PCS. Wireless number
portability, which becomes effective in all of the company's
markets in May 2004, will likely exacerbate the competitive
climate and could boost churn levels and customer acquisition
costs.


WALTER INDUSTRIES: Q4 and FY 2003 Conference Call Set for Feb. 4
----------------------------------------------------------------
In conjunction with Walter Industries' (NYSE: WLT) Fourth Quarter
earnings release, you are invited to listen to its conference call
that will be broadcast live over the Internet on Wednesday,
February 4 at 9:00 a.m. EST with Don DeFosset of Walter
Industries.

    What:   Walter Industries Fourth Quarter Earnings

    When:   Wednesday, February 4 at 9:00 a.m. EST

    Where:  http://www.walterind.com

    How:    Live over the Internet -- Simply log on to the web at
            the address above

    Length:  Approximately one hour

Walter Industries, Inc. (S&P, BB Corporate Credit Rating, Stable)
is a diversified company with revenues of approximately $1.3
billion.  The company is a leader in homebuilding, home financing,
water transmission products and natural resources. Based in Tampa,
Florida, the company employs approximately 5,400 people.


WICKES INC: Court Grants Interim Nod on $100MM DIP Financing
------------------------------------------------------------
Wickes Inc. (OTCBB:WIKSQ.OB), a leading distributor of building
materials and manufacturer of value-added building components,
reported that it has made progress in its reorganization,
including receiving interim Court approval for a $100 million
debtor-in-possession (DIP) credit facility to fund its operations.
Yesterday, the Company also received approval of a number of
important motions from the U.S. Bankruptcy Court for the Northern
District of Illinois.

On January 20, 2004, Wickes filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. Since
then, the Bankruptcy Court has approved a number of the Company's
motions that are intended to support the Company's employees,
customers and vendors, and provide other forms of operational and
financial support as Wickes proceeds with its reorganization. With
respect to employees, orders entered by the Bankruptcy Court,
authorize payment of pre-petition and continuation of post-
petition compensation and benefits.

The Court granted interim approval on January 21, 2004 for a $100
million debtor-in-possession (DIP) credit facility which is being
provided by a group of banks led by Merrill Lynch Capital. The DIP
financing is expected to provide the Company with liquidity to
continue operations, pay employees and purchase goods and
services. A hearing for final approval of the DIP facility is
scheduled for February 12, 2004.

"We have made progress in the week or so since our Chapter 11
filing," said Jim O'Grady, President and Chief Executive Officer
of Wickes. "We are pleased with the Bankruptcy Court approval of
many important motions which will enable the Company to continue
to operate without interruption and meet ongoing business
obligations. Moreover, these motions will allow us to remain
focused on serving customers, a top priority during the
reorganization process."

O'Grady continued, "We are grateful for the support we've received
in the past week from our customers, our vendor partners and
especially our employees. Operations are in the process of
returning to normal as the Company works to increase product flows
so customer needs can be met."

More information about Wickes' reorganization is available on the
company's website, http://www.wickes.com.The case has been
assigned to the Honorable Judge Bruce W. Black under case number
04-02221. Information on the case can also be obtained on the
Bankruptcy Court's web site with Pacer registration:
http://www.ilnb.uscourts.gov.

WICKES INC. is a leading distributor of building materials and
manufacturer of value-added building components in the United
States, serving primarily building and remodeling professionals.
The Company distributes materials nationally and internationally,
operating building centers in the Midwest, Northeast and South.
The Company's building component manufacturing facilities produce
value-added products such as roof trusses, floor systems, framed
wall panels, pre-hung door units and window assemblies. Wickes
Inc.'s web site at http://www.wickes.com/offers a full range of
valuable services about the building materials and construction
industry.


WILLIAM LYON: S&P Assigns B- Rating to $150M Sr. Unsec. Debt Issue
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
William Lyon Homes' $150 million 7.5% senior unsecured notes due
2014. Proceeds from the note offering are expected to pay down the
secured revolver and other corporate expenses. Concurrently, the
'B' corporate credit rating is affirmed, and the outlook is
revised to positive.

"The outlook revision acknowledges the benefits of recent
financing activity that is enabling the company to steadily grow
its wholly-owned homebuilding operations and profitability, while
diminishing reliance on off-balance sheet joint ventures," said
Standard & Poor's credit analyst George Skoufis. "These
improvements are modestly countered by geographic concentration
and a somewhat complex, but improving, financial profile."

Recent debt refinancings and growing internal cash flow have
improved WLS' liquidity position. Growing community count, strong
backlog and favorable supply/demand conditions should position the
company to continue its strong momentum in 2004. A near-term
upgrade would be warranted if management demonstrates a continued
emphasis on growing profitably on-balance sheet, while maintaining
sound financial measures.


WINN-DIXIE: Responds to S&P's Debt Rating Downgrade
---------------------------------------------------
Winn-Dixie Stores, Inc. (NYSE: WIN) responded to Standard & Poor's
lowering of the Company's corporate debt rating from BB to B and
placing the ratings on Credit Watch with negative implications.

In addition to reporting its second quarter fiscal 2004 earnings,
the Company also announced major new strategic initiatives
designed to grow profitable sales, reduce expenses, enhance
operating results and grow long- term profitability.  These
initiatives include an expense reduction plan that will enable the
Company to achieve a $100 million annual expense reduction rate
and a core market analysis and rationalization review that will
identify core markets targeted for future growth and investment
and non-core markets to be evaluated for sale or closure.

Last quarter, the Company announced the renewal of a three-year
$300 million revolving credit facility and currently has no
borrowings outstanding under that facility. Once the core
market/asset rationalization review is complete, the Company may
revise its financing strategy to provide for any increased capital
needs that may be required.

Winn-Dixie Stores, Inc. (NYSE: WIN) is one of the largest food
retailers in the nation and ranks 149 on the FORTUNE 500 (R) list.
Founded in 1925, the company is headquartered in Jacksonville, FL
and operates 1,078 stores in 12 states and the Bahama Islands.
Frank Lazaran serves as President and Chief Executive Officer. For
more information, please visit http://www.winn-dixie.com/.


WINN-DIXIE: Reports Decreasing Sales And Losses For 2nd Quarter
---------------------------------------------------------------
Winn-Dixie Stores, Inc. (NYSE: WIN) announced sales and results of
operations for its second quarter of fiscal 2004.  The Company
also announced major new initiatives designed to improve
competitive market position and profitability.

Sales for the 16 weeks ended January 7, 2004 were $3.6 billion, a
decrease of $225.5 million or 6.0% compared with the same quarter
last year.  For the 28 weeks ended January 7, 2004, sales were
$6.2 billion, a decrease of $389.6 million, or 5.9%, compared with
the prior year.  Identical store sales, which include enlargements
and exclude the stores that opened or closed during the period,
decreased 6.8% for the quarter and 6.7% for the year. Comparable
store sales, which include replacement stores, decreased 6.8% for
the quarter and 6.7% for the year.

Net loss for the 16 weeks ended January 7, 2004 was $79.5 million,
or $0.57 per diluted share, compared to net earnings of $91.4
million, or $0.65 per diluted share, for the same quarter last
year.  For the current year, net loss amounted to $78.3 million or
$0.56 per diluted share, compared to net earnings of $126.2
million, or $0.90 per diluted share, in the previous fiscal year.

The Company attributed its second quarter loss to several factors,
including the impact of its aggressive pricing programs on gross
profit margins and the increasingly competitive environment in the
grocery industry. In addition, an asset impairment charge of $36.4
million and an increase in the self-insurance reserve of $21.4
million added to the loss for the quarter.

For the 28 weeks ended January 7, 2004, the Company opened six new
stores, averaging 32,600 square feet, closed one store, totaling
33,500 square feet and enlarged or remodeled 131 store locations,
for a total of 1,078 locations in operation at January 7, 2004,
compared to 1,075 at January 8, 2003.  Of the 131 remodels, 98
were image remodels, which are less in scope than a standard
remodel.  As of January 7, 2004, retail space totaled 47.8 million
square feet compared to 47.6 million square feet in the previous
year.

"We are obviously disappointed in this quarter's results and we
recognize that we cannot continue down this path," said Frank
Lazaran, Winn-Dixie's President and Chief Executive Officer. "For
the last six months, I have led our senior management team in a
comprehensive review of our entire business model.  As a result,
we are announcing today a series of major actions that will change
the way we do business and help us to shape the future of this
Company."

                    STRATEGIC PLAN

Lazaran announced the following initiatives immediately being
implemented by the Company:

    Brand Positioning

    * Lazaran announced that the Company has retained VML, an
experienced brand marketing consulting firm, to conduct consumer
research and review its business strategies and marketing
programs.  "The key to retailing is delivering sales and growing
market-share," Lazaran said.  "VML understands that and is helping
us to devise strategies to increase sales."  In conjunction with
VML, the Company is reviewing customer preference research to
establish strategic priorities.  Over the next few months, the
Company will announce additional steps being taken to establish a
clearly differentiated Winn-Dixie brand position based on price,
service, convenience and product assortment.

    Substantial Expense Reduction

    * Lazaran announced a substantial expense reduction plan.
"The impact of expense reduction will begin immediately," Lazaran
said.  "We will achieve a $100.0 million annual expense reduction
rate based on current expense levels by July 1, 2004.  We
understand that we need to be an efficient company to be a
competitive company."  Expense reduction will be the result of,
among other things, better buying practices, reduced internal
corporate services, asset sales and reductions in payroll expense.

    Core Market Analysis/Asset Rationalization Review

    * The Company is initiating a market positioning process
through which it will evaluate every market in which it operates
based on market share, operating results, competitive positioning
and activity, growth potential and other factors.  Through this
process, the Company will identify core markets targeted for
future investment and growth and non-core markets to be evaluated
for sale or closure.  In conjunction with this effort, the Company
will conduct an asset rationalization review of all store,
manufacturing and distribution facilities.

    Image Makeover Program

    * "We need to change the consumer's opinion of Winn-Dixie,"
said Lazaran, "and the place to begin that effort is in our
stores."  The Company is aggressively rolling out an image
makeover program, focusing on interior and exterior decor,
lighting and the Company's new produce layout.  Ninety-eight image
makeovers have been completed and approximately an additional 600
stores are targeted for image makeovers over the next 12 months at
a total cost of approximately $165.0 million.  Additional capital
spending will be allocated in core markets as identified in the
market positioning analysis to grow share in these core markets.

    Comprehensive Process Re-engineering

    * The Company also announced a process re-engineering
initiative that is intended to enhance organizational
effectiveness and accountability.  This program is beginning in
the central procurement function.  "We understand that the types
of changes we are making cannot be accomplished through strategic
design alone.  We must execute," Lazaran said.  "When the Company
centralized the procurement function, it brought all the people
into one place but did not change processes and did not achieve
the desired results.  This time, we are re-engineering our
processes to ensure that we are organized in the most functional
way so that we can deliver on the strategy we have developed."

    "As we implement our plan, we will make many significant
decisions that we will announce in due course," Lazaran said.  "We
will announce as many of these decisions prior to or during our
next earnings report in April. We are committed to increased
transparency throughout this process with our investors, customers
and associates."

    Based on the current operating results and the expected
funding needs for additional capital expenditures, the Company has
decided to suspend indefinitely the declaration of future
quarterly dividends.

Winn-Dixie Stores, Inc. (NYSE: WIN) is one of the largest food
retailers in the nation and ranks 149 on the FORTUNE 500 (R) list.
Founded in 1925, the company is headquartered in Jacksonville, FL
and operates 1,078 stores in 12 states and the Bahama Islands.
Frank Lazaran serves as President and Chief Executive Officer. For
more information, please visit http://www.winn-dixie.com.


XTO ENERGY: Acquires Producing Properties in Texas & Louisiana
--------------------------------------------------------------
XTO Energy Inc. (NYSE: XTO) completed its previously announced
purchases of producing properties from multiple parties in East
Texas and northern Louisiana, adding approximately 182 billion
cubic feet of gas equivalent (Bcfe) in reserves. The final closing
price of $243 million reflects adjustments of $6 million for net
revenues, preferential right elections and other items from the
effective date of the transaction.

XTO Energy's internal engineers estimate that approximately 50% of
the 182 Bcfe in reserves are proved developed.  The acquisitions
will add about 30 million cubic feet of natural gas equivalent per
day (MMcfe/d) to the Company's growing production base.
Development activities are expected to increase production on
these properties to 40 MMcfe/d by year end 2004.  About 90% of the
production is attributable to natural gas.  Development costs for
the proved undeveloped reserves are estimated at $0.80 per
thousand cubic feet (Mcf).  XTO will operate more than 85% of the
value of the assets which cover 100,000 gross acres (55,000 net)
in its development corridor.

In East Texas, XTO purchased 77 Bcfe of proved reserves (37%
developed) in numerous fields including Carthage, Oak Hill,
Beckville, Damascus and Willow Springs.  Current production from
these properties is about 14 Mmcfe/d and, with development
activities, significant volume growth is anticipated during
2004.

The Company also expanded its presence in northern Louisiana with
the purchase of 105 Bcfe of proved reserves (60% developed) in
multiple, long- lived fields including Haynesville, Middlefork,
Cotton Valley and North Shongaloo.  The combined properties
produce about 12.5 million cubic of natural gas and 500 barrels of
oil per day.

XTO Energy Inc. (S&P, BB+ Corporate Credit Rating, Positive
Outlook) is a premier domestic natural gas producer engaged in the
acquisition, exploitation and development of quality, long-lived
gas and oil properties.  The Company, whose predecessor companies
were established in 1986, completed its initial public offering in
May 1993.  Its properties are concentrated in Texas, New Mexico,
Arkansas, Oklahoma, Kansas, Wyoming, Colorado, Alaska and
Louisiana.


* EPIQ Systems, Inc. Acquires Poorman-Douglas Corporation
---------------------------------------------------------
EPIQ Systems, Inc. (Nasdaq:EPIQ) reported that it is acquiring the
business of Poorman-Douglas Corporation for $115 million cash.
Poorman-Douglas is a leading provider of technology-based products
and services for class action, mass tort and bankruptcy case
administration with revenue of $63.6 million for its fiscal year
ended September 30, 2003. The acquisition will provide
complementary diversification to EPIQ Systems' existing legal
services business. EPIQ Systems will operate Poorman-Douglas as a
wholly owned subsidiary from its current location in metropolitan
Portland, Oregon.

Tom W. Olofson, chairman and CEO, and Christopher E. Olofson,
president and chief operating officer of EPIQ Systems, said, "The
acquisition of Poorman-Douglas provides us with an immediate
leadership position in the specialty markets of class action and
mass tort administration. This is a natural extension from our
current presence in bankruptcy management and represents a
significant new opportunity for the company. Poorman-Douglas has a
strong management team which we are pleased to welcome to EPIQ
Systems."

In connection with the acquisition, Jeffrey B. Baker, chairman and
CEO of Poorman-Douglas and Edward J. Nimmo, president and chief
operating officer, will enter into employment agreements and
receive inducement stock option grants from EPIQ Systems for
200,000 shares and 100,000 shares respectively, with an exercise
price of $18.20 per share. Mr. Baker expressed strong support for
the transaction, "We are very pleased to be joining an
organization that shares our vision, values and high expectations
and that has a long term commitment to supporting our clients and
employees."

EPIQ Systems will fund the acquisition with a combination of cash
on hand and a $100 million credit facility for which LaSalle Bank
will serve as administrative agent and Key Bank will serve as
syndication agent.

EPIQ Systems, Inc. develops, markets and supports technology-based
products and services for fiduciary management and claims
administration applications used by attorneys, trustees and other
professionals. Clients apply our solutions for the management of
bankruptcy, class action, mass tort, product liability litigation,
securities litigation, and other similarly complex legal cases.
For more information, visit us online at www.epiqsystems.com.


* Stroock Elects Eight New Partners & Names Special Counsel
-----------------------------------------------------------
Stroock & Stroock & Lavan LLP has named eight new partners, which
is its largest partnership class since 1988. New partners include:

James L. Bernard (Litigation, New York) - Mr. Bernard, 36,
practices in a range of litigation areas, including general
corporate matters, securities fraud, RICO, gender discrimination
and other complex federal litigation matters. He has also worked
on commodities and derivatives matters and white-collar criminal
law, and has published extensively on the latter.

Christopher J. Doyle (Corporate, New York) - Mr. Doyle, 40,
focuses on mergers and acquisitions and capital markets. He
represents issuers, underwriters and agents in a variety of public
and private debt and equity offerings, including highly structured
hybrid securities. He also represents a number of private equity
funds.

Kristopher M. Hansen (Financial Restructuring, New York) - Mr.
Hansen, 33, who serves as administrative partner for his practice
group, has experience in all areas of insolvency and
restructuring. He has served as counsel to debtors, creditors,
official and unofficial committees, lenders, bondholders, and
investors in numerous complex and high-profile insolvencies and
possesses significant litigation experience in the bankruptcy
area.

Patricia M. Perez (Financial Restructuring, New York) - Ms. Perez,
33, represents investment firms and bondholder committees in in-
court and out-of-court restructurings and also provides corporate,
securities and mergers and acquisitions advice. She has extensive
experience in private and public acquisitions, corporate
governance and takeover defense, joint ventures, private equity
and venture finance, tender and exchange offers, recapitalizations
and reorganizations.

Daniel A. Rozansky (Litigation, Los Angeles) - Mr. Rozansky, 38,
concentrates in the areas of entertainment, defamation, complex
business litigation, real estate litigation, and issues related to
the apparel industry. His areas of practice include anti-trust,
unfair competition, trade secrets, right to privacy, reality
television, surreptitious tape recording, and First Amendment
issues. He represents clients at both the trial and appellate
levels in state and federal court.

Karen Scanna (Real Estate, New York) - Ms. Scanna, 35, is
experienced in the acquisition, sale, finance and development of
commercial, residential and mixed-use property, representing
developers as well as financial institutions. She also represents
both landlords and tenants in the leasing and subleasing of
commercial property in New York City and nationwide.

Seth D. Slotkin (Personal Client Services, New York) - Mr.
Slotkin, 33, counsels clients in estate planning and estate and
trust administration. He also assists individual clients and
families with charitable giving programs and advises entrepreneurs
and executives on succession, tax and estate planning. He has
particular experience concerning the use of business entities and
sophisticated trusts in estate planning.

Claude G. Szyfer (Litigation, New York) - Mr. Szyfer, 35,
concentrates his work in antitrust, securities, insolvency-related
matters, commodities and general litigation. His practice involves
representing major financial institutions such as trading firms,
banks and start-up entities. Fluent in Spanish, Mr. Szyfer's
practice often involves the representation of international
financial institutions both in the United States and abroad.

Stroock also named two new special counsel. They include:

Kevin J. Curnin (Public Service Project, New York) - Mr. Curnin,
39, is Attorney Director for Stroock's Public Service Project,
which is the firm's pro bono program. In addition to handling his
own cases, Mr. Curnin is responsible for the overall management of
the program, including advising and assisting associates and
partners with their pro bono litigation or transactional work.
During his tenure, the Public Service Project has won numerous
awards from city, state, educational and non-profit organizations.

Ian G. DiBernardo (Intellectual Property, New York) - Mr.
DiBernardo, 33, assists emerging and established technology
companies in generating revenue and gaining a competitive
advantage from their technologies. A registered patent attorney
and electrical engineer, he counsels clients on protecting,
licensing and enforcing intellectual property rights, particularly
patent rights. He also routinely negotiates outsourcing,
professional services and other technology agreements and
litigates at the trial and appellate levels.

Stroock & Stroock & Lavan LLP is a law firm providing
transactional and litigation guidance to leading investment banks,
venture capital firms, multinational corporations and
entrepreneurial businesses in the U.S. and abroad. Stroock's
practice areas concentrate in corporate finance, legal service to
financial institutions, energy, financial restructuring,
intellectual property and real estate.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Caraco Pharm Labs       CPD         (20)          20       (2)
Centennial Comm         CYCL       (579)       1,447      (98)
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
Education Lending Group EDLG        (26)       1,481      N.A.
Graftech International  GTI        (351)         859      108
Hexcel Corp             HXL        (127)         708     (531)
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Inkine Pharm            INKP         (6)          14        5
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,747    2,818
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
Microstrategy           MSTR        (34)          80       (7)
Nuvelo Inc.             NUVO         (4)          27       21
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (525)       1,243      195
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (2,830)      29,345     (475)
Quality Distribution    QLTY       (126)         387       19
Rite Aid Corp           RAD         (93)       6,133    1,676
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
Sigmatel Inc.           SGTL         (4)          18       (1)
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

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

The TCR subscription rate is $675 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***