TCR_Public/040205.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, February 5, 2004, Vol. 8, No. 25

                          Headlines

AIR CANADA: Obtains Canadian Court's OK to Indemnify Merrill Lynch
ALL STAR GAS: Files Plan of Reorganization with Bankruptcy Court
ALPHA HOSPITALITY: American Tower Partners Discloses Equity Stake
AMERICA WEST: Flight Attendants Begin Contract Negotiations
AMERICAN SOUTHWEST: Fitch Cuts Class B-4 Notes' Rating to B-

AMERICAN SOUTHWEST: Fitch Takes Rating Actions on 1993-2 Notes
AMRESCO COMM'L: Fitch Ups & Affirms Series 1997-C1 Note Ratings
ARGONAUT GROUP: Fourth-Quarter Results Enter Positive Territory
ATLAS AIR: S&P Keeps Trust Certificate Ratings on Watch Negative
AURORA FOODS: Court Clears PwC's Retention as Accounting Advisors

B.F. SAUL: S&P Raises Long-Term Counterparty Rating a Notch to B+
BRIDGESPAN INC: CEO Larry Walker Will Leave Company Next Month
BUDGET GROUP: Files First Amended Plan with Delaware Court
CALPINE CORP: Peter Cartwright Plans to Exercise Calpine Options
CENTIV INC: NASDAQ Halts Trading and Requests Additional Info.

D&E COMMS: S&P Assigns BB- Corporate Credit & Bank Loan Ratings
DII IND.: Court Approves Assumption of 100 Executory Contracts
DIRECTV LATIN AMERICA: Wants Nod for Music Choice Settlement Pact
DUCKREY ENTERPRISE: Case Summary & 85 Largest Unsecured Creditors
EAGLE BUILDING TECH: Voluntary Chapter 11 Case Summary

EGAIN COMMS: Red Ink Continues to Flow in December 2003 Quarter
ELAN CORP: S&P Revises Ratings' Outlook to Positive from Stable
ELECTROHOME LTD: Brings-In Chris Clover as New President
EMERITUS: Assumes 7 Facility Leases & One More in the Works
ENRON CORP: Various Creditors Sell Claims Totaling $819 Million

FACTORY 2 U STORES: Conus Partners Reports 5.64% Equity Stake
FEDERAL-MOGUL: Committee Wants JH Cohn Limited to Asbestos Work
FOREST CITY: Selling $100 Million of 7.375% Senior Notes Due 2034
GEORGIA-PACIFIC: Inks Pact to Settle Pending Pension Lawsuit
GEORGIA-PACIFIC: Fourth-Quarter Results Swing Into Positive Zone

GEO SPECIALTY: S&P Hatchets Sub. Debt & Corp. Credit Ratings to D
GOODYEAR TIRE: Intends to Increase New Term Loan to $650 Million
GOODYEAR TIRE: Accelerates Shareholder Rights Plan Termination
HAMON CORP: Court Dismisses Involuntary Chapter 7 Petition
HAWAIIAN AIRLINES: Needs More Concessions from Flight Attendants

HOLLYWOOD CASINO: Takes Steps to Sell Riverboat Casino & Hotel
HUGHES ELECTRONICS: Appoints Churchill, Hunter & Pontual as EVPs
ILLINOIS POWER: On S&P's Watch Pos. over Acquisition by Ameren
ILLIONIS POWER: Fitch Places Low-B/Junk Ratings On Watch Positive
JPS INDUSTRIES: Fails to Meet Nasdaq Continued Listing Standards

KMART CORP: Demands 45 Late Filed Claims Disallowed & Expunged
KNIGHTHAWK INC: Obtains Creditor Approval of Restructuring Plan
LUBY'S INC: Annual Shareholders' Meeting Set for February 26, 2004
METROPOLITAN INVESTMENT: Files for Chapter 7 Liquidation in Wash.
METROPOLITAN MORTGAGE: Files Chapter 11 Petition in Washington

MIRANT CORP: Wants Approval of Oak Mountain Compromise Agreement
MORGAN STANLEY: Fitch Drops Ratings on Classes K, L & M Notes
NATIONAL CENTURY: Asks Court to Disallow 30 Settled Claims
NAT'L STEEL: Gets Go-Ahead to Assume & Assign Lease Mining Rights
OLD UGC: Creditors Must File Claims by February 26, 2004

PACER INT'L: Reports Improved Fourth-Quarter and Full-Year Results
PACIFIC GAS: Gets Green Light for Replacement Steam Generators
PARMALAT GROUP: Selling Parma Football Club at Season's End
PC LANDING: Has Until May 31 to Decide on Unexpired Leases
PENN NATIONAL GAMING: Fourth-Quarter Results Show Solid Growth

PETRO STOPPING: Extends Senior Debt Exchange Offer to Feb. 9
PG&E NATIONAL: ET Debtors Have Until May 19, 2004 to File Plan
POLYPORE: On Watch Negative over Warburg Pincus' Acquisition Plan
QUADRAMED: Plans to Acquire Australia's Detente Systems
RACING SERVICES: Case Summary & 14 Largest Unsecured Creditors

R.G. BARRY CORP: Defaults on Existing Bank Credit Agreement
RESOURCE AMERICA: Will Publish First-Quarter 2004 Results on Wed.
RIGGS NAT'L: S&P Ratchets L-T Counterparty Credit Rating to BB
ROYAL CARIBBEAN: Declares Quarterly Dividend Payable on March 30
SALOMON BROS: Fitch Takes Rating Actions on Series 2000-NL1 Notes

SEASONS IN THE SUN: Case Summary & 6 Largest Unsecured Creditors
SOLO CUP CO.: S&P Assigns B+ Corporate Credit Rating
SOLUTIA INC: Finalizes 6.25% Euro Notes Restructuring Transaction
SPIEGEL GROUP: Discloses Zero Borrowings Under DIP Facility
SR TELECOM: Files Preliminary Prospectus for Added $40MM Offering

STAR ACQUISITION: Appel & Lucas Serves as Bankruptcy Attorneys
TEJAS FARMS, LTD: Case Summary & 20 Largest Unsecured Creditors
TENET HEALTHCARE: Fitch Drops Sr. Unsec. & Bank Loan Ratings to B+
TENFOLD CORP: Hires Joseph Quinn as SVP for Product Marketing
TIME WARNER: S&P Assigns Low-B/Junk Level Ratings to Senior Debts

TROPICAL SPORTSWEAR: Taps Alvarez & Marsal to Review Business Plan
TRUE TEMPER: S&P Puts Lower-B Level Ratings on Watch Negative
UNITED AIRLINES: Wants Final Approval for Leslie Frank Settlement
UNUMPROVIDENT CORP: Outlines Plan to Restructure Argentinean Units
US AIRWAYS: EDS Withdraws $20.3 Million Administrative Claim

US AIRWAYS: Reports 8.2% Increase in January 2004 Traffic
US AIRWAYS: Comments on Court's Aircraft Maintenance Decision
USEC INC: Year-End 2003 Financial Results Enter Positive Territory
US LIQUIDS: Agrees to Sell Business and Extends Credit Facility
VAIL RESORTS: US Forest Service Approves Keystone Ski Expansion

VINTAGE PETROLEUM: Sets Q4 and YE 2003 Conference Call on Feb. 19
WALTER INDUSTRIES: Q4 and Full-Year 2003 Results Sink Into Red Ink
WILLIAMS COS.: Reports Year-End Proved Reserves of 2.7 Tcfe
WORLD AIRWAYS: Will Host Fourth-Quarter Conference Call on Monday
WORLDCOM INC: Wants Go-Signal for D&O Allocation Settlement Pact

YAHOO! INC: Lower Supplier Risk Prompts S&P's Positive Outlook

                          *********

AIR CANADA: Obtains Canadian Court's OK to Indemnify Merrill Lynch
------------------------------------------------------------------
At the Air Canada Applicants' behest, Mr. Justice Farley
authorizes the Applicants to indemnify Merrill Lynch Canada, Inc.
and its affiliates from and against any and all claims, damages,
and liabilities related to the firm's engagement as financial
advisor to Air Canada's Board of Directors.

The Board retained Merrill Lynch Canada to comment on the
financial methodology, assumptions and calculations followed by
the Seabury Group, Air Canada's financial advisor, in connection
with the Equity Solicitation Process.  Specifically, Merrill
Lynch Canada reviewed Seabury's analysis with respect to the
revised unsolicited investment proposal from Cerberus Capital
Management LP and the Amended Trinity Investment Agreement.  The
engagement letter executed with Merrill Lynch Canada provides for
an indemnification from Air Canada.

"The Board has a high degree of confidence in the work of
Seabury.  However, in light of the importance of the decision the
Board had to make in selecting an equity plan sponsor as part of
Air Canada's restructuring, it seemed to the Board that it was
appropriate to have the work of Seabury reviewed by a financial
advisor reporting directly to the Board," James Baillie, Esq., at
Torys LLP, explains.  At least one creditor group also suggested
that Seabury's work be reviewed.

Given the time constraints, Mr. Baillie says that it was not
practical to seek the CCAA Court's approval in advance for the
engagement letter.  Mr. Baillie ascertains that the scope of the
indemnity contained in the engagement letter is consistent with
the normal commercial practice for engagements of this nature.

Merrill Lynch Canada worked for the Board beginning December 18,
2003.  The Applicants agreed to pay Merrill Lynch Canada a
$120,000 engagement fee and an additional $780,000 after the firm
delivers its report to the Board.  Additional remuneration will
be provided if the firm's engagement is extended.  Merrill Lynch
Canada will also be reimbursed for its actual and necessary
expenses.

Guy Savard, Vice Chairman of Quebec Operations of Merrill Lynch
Canada's Investment Banking Group, discloses that Merrill Lynch
Canada and its affiliates:

   -- are active traders in Air Canada debt securities and, as a
      result, hold a short position in Air Canada's debt
      securities of CN$3,000,000;

   -- hold $5,000,000 in Air Canada bank debts; and

   -- under a structured transaction with a third party, hold a
      position in certain lease payment deficiency entitlements
      related to the aircraft leased to Air Canada with a nominal
      value of CN$200,000,000, which accord the firm an unsecured
      creditor status.  Merrill Lynch Canada is currently
      settling trades that are expected to reduce this position
      to a CN$60,000,000 nominal value. (Air Canada Bankruptcy
      News, Issue No. 26; Bankruptcy Creditors' Service, Inc.,
      215/945-7000)


ALL STAR GAS: Files Plan of Reorganization with Bankruptcy Court
----------------------------------------------------------------
All Star Gas Corporation filed a Plan of Reorganization with the
U.S. Bankruptcy Court on Dec. 31, 2003, a key step toward emerging
from bankruptcy protection.

The company is preparing additional filings and intends to move
quickly to secure court approval of the Plan.

In the meantime, All Star Gas will continue providing propane to
all of its customers as it has done throughout the restructuring
process.

"Our number one priority has been and remains today to continue
operating as a safe, reliable supplier of propane for our
customers during the restructuring process, and filing this Plan
of Reorganization marks another positive milestone toward
improving the long-term health of All Star Gas," said John Gordon,
chief executive officer of All Star Gas. "It's worth noting that
throughout the restructuring process we have continued to deliver
propane on time, fill tanks and honor deposits. As we brace for
the coldest months of winter, All Star Gas is well prepared to
continue meeting the needs of our customers and providing high
levels of service."

All Star Gas filed for Chapter 11 reorganization protection on
July 21, 2003, and on Aug. 21, 2003, announced that it had secured
interim financing to support operations and to purchase gas for
the 2003-2004 fall and winter season. "The interim financing has
enabled All Star Gas to keep customers well-stocked with gas even
during this peak in the winter season," said Gordon.

All of the company's 58 retail locations are continuing to operate
throughout the restructuring process.

For more than 30 years, All Star Gas has provided dependable,
affordable propane to residential and business customers. The
company and its subsidiaries currently supply approximately 48,000
customers in Arkansas, Arizona, Colorado, Missouri, Oklahoma and
Wyoming. Further information on All Star Gas is accessible at
http://www.allstargas.com/


ALPHA HOSPITALITY: American Tower Partners Discloses Equity Stake
-----------------------------------------------------------------
Americas Tower Partners is the record owner of 6,599,294 shares of
common stock of Alpha Hospitality Corporation, which represents
30.12% of the outstanding shares of common stock of the Company
(based on 21,912,868 outstanding shares of Alpha Hospitality's
common stock as reported to Americas Tower Partners by the
Company).

Joseph E. Bernstein and Ralph J. Bernstein, as a general partners
of ATP, may be deemed to be the beneficial owner of all of the
shares of common stock of Alpha Hospitality Corporation  held by
ATP. In addition, i) Joseph E. Bernstein is the nominee, with sole
voting and dispositive power over, 98,500 shares of common stock
of the Company held on behalf of J.B.  Trust and holds options
that are currently exercisable into 15,000 shares of common stock
of Alpha Hospitality Corporation, and ii) Ralph J. Bernstein  
holds options that are currently exercisable into 15,000 shares of
common stock of the Company.  As a result of the  foregoing,
Joseph E. Bernstein may be deemed the beneficial owner of 30.63%
and Ralph J.  Bernstein the beneficial owner of 30.18% of the
outstanding shares of common stock of Alpha Hospitality
Corporation.

Americas Tower Partners and the Bernsteins may be deemed to be a
group, but disclaim such group status.

ATP holds 6,599,294 shares of common stock of Alpha Hospitality.  
NYLDC, NYLLP and ATLPLP are the general partners of ATP. NYLDC is
indirectly owned by Joseph E. Bernstein and Ralph J.  Bernstein.  
Joseph E. Bernstein and Ralph J. Bernstein are the sole general
partners of NYLLP and NYLLP is the sole general partner of ATLPLP.  
As a result, each of the Bernsteins has shared power to vote and
shared power to dispose or to direct the disposition of all
6,599,294 shares of common stock of the Company held by ATP.

Joseph E. Bernstein has sole power to vote and to dispose, or to
direct the disposition of, 113,500 shares of common stock of the
Company beneficially owned by him and J.B. Trust. Joseph E.
Bernstein disclaims beneficial ownership of the 98,500 shares held
by him as nominee on behalf of J.B. Trust.

Ralph J. Bernstein has sole power to vote and to dispose, or to
direct the disposition of, 15,000 shares of common stock of the
Company represented by currently exercisable options held by him
directly.

Americas Tower Partners, is a general partnership formed under the
laws of New York; Joseph E. Bernstein and Ralph J. Bernstein, are
brothers.

ATP has been involved in the  development of three million square
feet of commercial property in Manhattan, including Americas
Tower, a 50-story office building on Avenue of the Americas  and
46th Street, serving as world headquarters to
PriceWaterhouseCoopers and US headquarters to Israel's largest
bank, Bank Hapoalim.  ATP is presently developing AQUARIA
Entertainment City, a $375 million tourism project in Eilat,
Israel, and the $100 million Mt. Arbel Resort & Residence Club,
with 36 holes of golf designed by Robert Trent Jones II,
overlooking the Sea of Galilee.  The principal business address of
ATP is 77 East 77th Street, New York, NY 10021.

ATP has three general partners, Americas Tower Limited Partners
Limited Partnership, a Connecticut limited partnership, NYL
Limited Partners Limited Partnership, a  Connecticut limited
partnership, and NYL Development Corporation, a New York
corporation. ATLPLP's sole general partner is NYLLP, and its three
limited partners are Morad Tahbaz, Philip Carter and NYLDC.  NYLLP
has two general partners, Joseph E.  Bernstein and Ralph J.
Bernstein, and one limited partner, J.B. Trust.  NYLDC, is 100%
owned by NY Holding Co., Inc., a Delaware corporation, which is in
turn 50% owned by Joseph E. Bernstein and 50% owned by Ralph J.
Bernstein.  The address of ATPLPLP, NYLLP,  NYLDC and NYHC is c/o
Americas Tower Partners, 77 East 77th Street, New York, NY 10021.

Joseph E. Bernstein started his career as a corporate tax attorney
on Wall Street at Cahill Gordon & Reindel and as an international
tax attorney at Rosenman & Colin. He later started his own
international tax practice. Since the early 1980s, Mr. J.
Bernstein (through ATP) has been involved in the development of
three million square feet of commercial property in Manhattan,
including Americas Tower.  Mr. J. Bernstein has been a Director of
Alpha Hospitality Corporation since August, 2003.  The business
address of Joseph E. Bernstein is 6663 Casa Grande Way, Delray
Beach, FL 33446.

Ralph J. Bernstein is a co-founder and general partner of Americas
Partners, an investment  and venture capital firm, and, since 1981
has been responsible for the acquisition,  renovation, development
and financing of several million square feet of commercial space.  
Mr. R. Bernstein started his career in agribusiness with a large
European multi-national trading and real estate development
company, where he was later responsible for that company's U.S.
real estate activities.  Mr. R. Bernstein also serves as a
director for Air Methods  Corporation, a publicly traded company
that provides air medical emergency transport services  and
systems throughout the United States of America.  Mr. R. Bernstein
has been a Director of Alpha Hospitality Corporation since August,
2003. The business address of Ralph J. Bernstein is c/o Americas
Tower Partners,  77 East 77th Street, New York, NY 10021.

ATP acquired 6,599,294 shares of common stock of Alpha Hospitality
as consideration for its contribution of interests in Monticello
Casino Management, LLC, Mohawk Management, LLC, Monticello Raceway
Management, nc. and Monticello Raceway Development Company, LLC
pursuant to the Amended and Restated Securities Contribution
Agreement,  dated December 12, 2003, between Alpha Hospitality,
Alpha Monticello, Inc., Catskill Development, L.L.C., ATP,
Monticello Realty  L.L.C., Watertone Holdings, LP,  New York
Gaming, LLC, Fox-Hollow Lane, LLC, Shamrock Strategies, Inc.,
Clifford A. Ehrlich, BKB, LLC, Robert A. Berman, Philip B. Berman,
Scott A. Kaniewski, Kaniewski Family Limited Partnership and KFP
Trust.

Pursuant to the Securities Contribution Agreement, ATP, among
others, transferred ownership  interests in MCM, MM, MRMI and MRD
to Alpha Hospitality Corporation in exchange for shares of Alpha
Hospitality's common stock listed here.

Collectively, Alpha Hospitality Corporation, MCM, MM, MRMI and MRD
owned all of the development and management rights with respect to
229 acres of land in Monticello, New York owned by Catskill. In
order to improve the existing gaming facilities, to install video
lottery terminals and/or develop a Native American casino on this
land, these entities will need to raise a significant amount of
financing from outside investors.  Alpha Hospitality and the
members of both Catskill and MRD believe that after combining the
operations and assets of the Company, MCM, MM, MRMI and MRD into
an integrated public company structure, such structure will better
align the interests of the various parties, improve management
decision making, improve administrative efficiency and facilitate
raising the necessary financing and the ability to enter into
strategic relationships with other companies.  The result of this  
consolidation is a publicly traded company owning all of the
development and management  rights for 229 acres of land in
Monticello, New York compared with a group of interrelated private
companies with separate rights over this land.  As a result of
this consolidation, Alpha Hospitality directly owns an operating
business, providing it with direct access to revenue streams as
opposed to relying on dividend payments and distributions from  
its minority owned subsidiaries, which interests are subordinate
to certain priority obligations to other parties.

As of September 30, 2003, the company's balance sheet reported a
working capital deficit of about $1 million.


AMERICA WEST: Flight Attendants Begin Contract Negotiations
-----------------------------------------------------------
The America West flight attendants, represented by the Association
of Flight Attendants-CWA, AFL-CIO, began meeting with airline
management on Feb. 4 until 6, then will meet again March 10-12, at
the carrier's Tempe headquarters to open negotiations on a new
contract.

"The airline is doing well, and we've played a big part in that
success," said AFA America West Master Executive Council President
Bill McGlashen.  "We hope management will come to the negotiating
table and recognize the flight attendants' contributions in
turning our carrier around."

The flight attendants' current contract, its first, was agreed to
in 1999, after five years of bitter negotiations.  The parties
finally reached agreement five hours after a federal strike
deadline had expired.  The current contract becomes amendable
May 4, 2004.

Since the first contract agreement was reached, the parties have
worked together to turn the airline around.  AFA has assisted the
carrier in securing federal assistance after the Sept. 11, 2001,
terrorist attacks, lobbied to win tax relief for additional post-
Sept. 11 security costs, and advocated for regulated airport slots
at Washington Reagan National Airport (ongoing).

AFA has also now merged with the Communications Workers of
America, a 700,000-member union, including workers at Qwest
Communications in the Valley, which gives the flight attendants
more resources to draw from during negotiations.

Under the Railway Labor Act, the law that governs the airline
industry, contracts don't expire; instead, they become amendable.  
Negotiations in the airline industry often go past the amendable
date, though the terms of the last contract remain in force until
the parties reach a new agreement.

More than 46,000 flight attendants at 26 airlines, including 2,400
at America West, join together to form AFA-CWA, the world's
largest flight attendant union.  AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO. Visit
http://www.afanet.org/

America West Holdings Corporation is an aviation and travel
services company.  Wholly owned subsidiary America West Airlines
is the nation's second-largest low-fare carrier with 13,000
employees serving nearly 55,000 customers a day in 93 destinations
in the U.S., Canada, Mexico and Central America.

As previously reported, Fitch Ratings initiated coverage of
America West Airlines, Inc., a subsidiary of America West Holdings
Corp., and assigned a rating of 'CCC' to the company's senior
unsecured debt. The Rating Outlook for America West is Stable.


AMERICAN SOUTHWEST: Fitch Cuts Class B-4 Notes' Rating to B-
------------------------------------------------------------
American Southwest Financial Securities Corp.'s commercial
mortgage pass-through certificates, series 1995-C1, are downgraded
by Fitch Ratings as follows:

        -- $11.7 million class B-4 to 'B-' from 'B' and removed
           from Rating Watch Negative.

In addition, Fitch upgrades the following class:

        -- $13.9 million class B-3 to 'A' from 'BBB'.

Fitch does not rate the $5.6 million class C certificates.

The downgrade to class B-4 is due to increased anticipated losses
since Fitch's August 2003 review. In addition, as realized losses
increase, less interest will be available to absorb the interest
shortfalls, and class B-4 will be more likely to incur shortfalls
in the future.

There are currently three specially serviced loans (46%), of which
one loan (22%), County Seat, is real estate-owned and another loan
(14%), Towne South Plaza, is over 90 days delinquent. Both
delinquent loans are secured by retail properties with vacant
anchors. The special servicer, Lennar Partners is working to list
the County Seat property shortly. Lennar is pursing foreclosure on
Towne South Plaza. The third specially serviced loan's (11%)
owner-operator, Lodgian Inc., has requested a forbearance
agreement in order to make capital improvements at the property.

The rating upgrade is due to increased credit support as the
result of the transaction's 90% decline in collateral balance
since issuance. The deal has paid down to $30.1 million as of the
January 2004 distribution date from $293 million at issuance. Ten
loans remain in the pool from an original 76 loans. All the
remaining loans mature in 2004 and 2005.

Fitch will continue to monitor this transaction for developments
on the specially serviced loans and loans as they reach their
maturity dates.


AMERICAN SOUTHWEST: Fitch Takes Rating Actions on 1993-2 Notes
--------------------------------------------------------------
Fitch Ratings upgrades the following classes of American Southwest
Financial Securities Corp., commercial mortgage pass-through
certificates, series 1993-2:
        
        -- $7.7 million class A-2 to 'AAA' from 'AA+';

        -- $6.4 million class B-1 to 'AA' from 'A';

        -- $6.4 million class B-2 to 'BB+' from 'BB'.

Fitch also affirms the following classes:

        -- $20.2 million class A-1 'AAA';

        -- Interest-only classes S-1 and S-2 'AAA';

        -- $6.4 million class B-3 'CCC'.

Fitch does not rate the class C certificates.

The upgrades reflect improved credit enhancement levels resulting
from loan payoffs and amortization. As of the January 2004
distribution date, the pool's aggregate balance has been reduced
by 61.9% to $49 million from $128.7 million at issuance. Eight of
the original thirty loans remain in the pool. All the remaining
loans mature on Jan. 1, 2009.

Currently, there are no delinquent or specially serviced loans.
Fitch continues to be concerned with one loan (5.2%) that is
secured by an industrial property located in Tucson, Arizona
having a vacancy problem. Although the property is only 60%
occupied, the debt service coverage ratio is 1.06 times. Fitch
will continue to monitor this transaction, as surveillance is
ongoing.


AMRESCO COMM'L: Fitch Ups & Affirms Series 1997-C1 Note Ratings
---------------------------------------------------------------
AMRESCO Commercial Mortgage Funding I Corp., mortgage pass-through
certificates, series 1997-C1, are upgraded by Fitch Ratings as
follows:

        -- $12 million class C to 'AAA' from 'AA+';

        -- $21.6 million class D to 'AA' from 'A+';

        -- $26.4 million class E to 'A' from 'BBB+';

        -- $9.6 million class F to 'A-' from 'BBB';

        -- $31.2 million class G to 'BB+' from 'BB'.

The following classes are affirmed by Fitch:

        -- $4.4 million class A-2 'AAA'

        -- $141.6 million class A-3 'AAA'

        -- Interest-only class X 'AAA'

        -- $24 million class B 'AAA';

        -- $4.8 million class H 'BB-';

        -- $7.2 million class J 'B'

        -- $2.4 million class K 'B-'.

Fitch does not rate the $12 million class L certificates.

The upgrades are primarily the result of increased subordination
levels due to loan payoffs and amortization. As of the January
2004 distribution date, the pool's aggregate principal balance has
been reduced by 38.10% to $297.2 million from $480.1 million at
issuance. The trust has not realized any losses to date.

GMAC Commercial Mortgage, the master servicer, collected year-end
2002 financials for 79% of the pool. Based on the information
provided the resulting YE 2002 weighted average debt service
coverage ratio for these loans increased to 1.73 times from 1.33x
at issuance.

Three loans (10.8%) are in special servicing, including two
delinquent loans (8.5%). The largest of them (4.5%) is secured by
a power center in Tulsa, OK, whose occupancy dropped to 42% after
Builder's Square vacated. A new anchor tenant moved in recently
increasing occupancy to 74%.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


ARGONAUT GROUP: Fourth-Quarter Results Enter Positive Territory
---------------------------------------------------------------
Argonaut Group, Inc. (Nasdaq:AGII) announced financial results for
the three months and full year ended December 31, 2003.

Highlights for the 2003 fourth quarter and full year include the
following:

-- Argonaut Group's continuing business segments during the fourth
   quarter produced a combined ratio of 96.7 percent, marking the
   second consecutive quarter that the continuing business
   segments have reported an underwriting profit;

-- Earned premiums for the fourth quarter and full year were up
   28.4 percent and 48.7 percent, respectively, over the same
   periods in 2002;

-- Total revenue was $160.6 million during the fourth quarter of
   2003, compared to $137.8 million for the same period in 2002;

-- Cash flow generated from operations during the fourth quarter
   and full year totaled $54.9 million and $184.7 million,
   respectively; and

-- Book value increased 16 percent to $17.65 per share at
   December 31, 2003 from $15.17 per share at December 31, 2002 on
   a fully diluted basis.

The Company's continuing business segments produced a GAAP
combined ratio of 96.7 percent for the 2003 fourth quarter versus
110.2 percent for the same three-month period in 2002. All units
of Argonaut Group demonstrated improvement in their combined
ratios for the fourth quarter and full year versus 2002. For the
year, the continuing business segments produced a GAAP combined
ratio of 101.9 percent compared to 108.7 percent for the year
ended December 31, 2002.

During the fourth quarter, Argonaut Group completed a follow-on
public equity offering of 5.4 million shares of common stock,
including exercise of the underwriters' over-allotment option,
yielding total net proceeds of $79.9 million after deducting the
underwriting discounts and commissions and offering expenses. The
Company will use the majority of these proceeds to support the
capital levels and growth of its insurance subsidiaries.

Argonaut Group President and Chief Executive Officer Mark E.
Watson III said, "We are very pleased with Argonaut Group's
progress and overall performance during 2003. Our continuing
improvement can be attributed to our team's dedication to business
fundamentals, underwriting discipline and superior customer
service. All of this positions our Company to continue focusing on
the business we are underwriting today."

                      FINANCIAL RESULTS

For the fourth quarter, Argonaut Group reported net income after
tax of $31.0 million or $1.10 per diluted common share, compared
to a net loss of $105.3 million or $4.88 per diluted common share
during the same period in 2002. The current quarter includes $20.9
million of net income as a result of a reduction in the deferred
tax asset valuation allowance. The prior year period included
reserve strengthening of $52.8 million related to asbestos in the
run-off lines segment combined with the establishment of a
valuation allowance of $71.9 million related to the deferred tax
asset.

Fourth quarter operating income, another meaningful measure of
Argonaut's performance, was $13.4 million, compared to an
operating loss of $58.7 million for the same period in 2002. The
Company's continuing segments in the aggregate produced operating
income of $17.8 million while the run-off segment incurred an
operating loss of $2.5 million. Operating income includes
corporate and other expenses, which during the fourth quarter
totaled $1.9 million. The net of the segments' operating income
(loss) and corporate and other expenses produced operating income
of $13.4 million for the quarter. Operating income (loss) differs
from net income (loss) under accounting principles generally
accepted in the United States (GAAP) in that operating income
excludes a tax benefit of $16.2 million and net realized
investment gains of $1.4 million for the quarter. Operating income
(loss) does not replace net income (loss) as the GAAP measure of
company results of operations.

Total revenue for the quarter was $160.6 million, compared to
$137.8 million for the same period in 2002, or a 16.5 percent
increase. Earned premium was $145.7 million compared to $113.5
million for the comparable quarter in 2002, or a 28.4 percent
increase. Total revenue includes realized gains on the sales of
investments, which were $1.4 million and $11.4 million,
respectively, for the fourth quarters of 2003 and 2002.

The income tax benefit for the quarter was $16.2 million, which
includes the $20.9 million reduction in the deferred tax asset
valuation allowance. The Company expects that it will ultimately
realize the deferred tax asset in the future and regularly
evaluates the deferred tax asset valuation allowance.

For the year ended December 31, 2003, the Company reported net
income of $109.0 million or $4.40 per diluted common share,
compared to a net loss of $87.0 million or $4.04 per diluted
common share for the prior year. During 2003, total revenue was
$730.0 million compared to $457.9 million for the year ended
December 31, 2002, or a 59.4 percent increase. Earned premium was
$562.8 million compared to $378.4 million during 2002, or a 48.7
percent increase. Total revenue includes realized gains on sales
of investments which were $113.6 million and $26.6 million,
respectively, for the years ended 2003 and 2002.

Comprehensive income was $34.4 million for the fourth quarter of
2003 compared to a loss of $103.1 million for the same period of
2002. For the year ended December 31, 2003, comprehensive income
was $89.2 million compared to a net loss of $107.8 million in
2002. The improvement in both periods of 2003 was primarily due to
higher net income. Net income for the year ended 2003 includes
realized gains arising from sales of real estate assets of $57.7
million.

                        SEGMENT RESULTS

Specialty Excess & Surplus Lines (E&S) - For the fourth quarter of
2003, gross written premiums for the E&S segment were $99.9
million, generating operating income of $10.5 million, compared to
gross written premiums of $84.2 million and operating income of
$6.5 million for the same period in 2002. The GAAP combined ratio
for the fourth quarter of 2003 was 91.6 percent versus 93.1
percent for the same period in 2002. For the year ended December
31, 2003, gross written premiums for the E&S segment were $384.5
million, generating operating income of $41.1 million and a GAAP
combined ratio of 91.1 percent. This compares favorably to the
year ended December 31, 2002 with gross written premiums of $257.9
million, generating operating income of $18.5 million and a GAAP
combined ratio of 94.7 percent.

Risk Management - For the fourth quarter of 2003, gross written
premiums for the Risk Management segment were $46.1 million,
generating operating income of $2.2 million, compared to gross
written premiums of $40.2 million and an operating loss of $7.7
million for the same period in 2002. The GAAP combined ratio for
the fourth quarter of 2003 was 116.1 percent versus 153.0 percent
for the same period in 2002. For the year ended December 31, 2003,
gross written premiums for the Risk Management segment were $197.4
million, generating an operating loss of $11.7 million and a GAAP
combined ratio of 131.8 percent. For the year ended December 31,
2002, gross written premiums were $201.9 million, generating an
operating loss of $6.0 million and a GAAP combined ratio of 134.2
percent. The decrease in operating income was primarily the result
of reduced investment income.

Specialty Commercial Lines - For the fourth quarter of 2003, gross
written premiums for the Specialty Commercial segment were $34.1
million, generating operating income of $4.3 million, compared to
gross written premiums of $33.4 million and operating income of
$3.0 million for the same period in 2002. The GAAP combined ratio
for the fourth quarter of 2003 was 94.2 percent versus 99.0
percent for the same period in 2002. For the year ended December
31, 2003, gross written premiums for the Specialty Commercial
segment were $143.9 million, generating operating income of $10.2
million and a GAAP combined ratio of 99.5 percent. For the year
ended December 31, 2002, gross written premiums were $128.5
million, generating operating income of $10.5 million and a GAAP
combined ratio of 99.7 percent.

Public Entity - For the fourth quarter of 2003, gross written
premiums for the Public Entity segment were $14.6 million,
generating operating income of $0.8 million, compared to gross
written premiums of $15.0 million and operating income of $0.3
million for the same period in 2002. The GAAP combined ratio for
the fourth quarter of 2003 was 95.5 percent versus 96.2 percent
for the same period in 2002. For the year ended December 31, 2003,
gross written premiums for the Public Entity segment were $62.5
million, generating operating income of $2.5 million and a GAAP
combined ratio of 94.9 percent. This compares favorably to the
year ended December 31, 2002 with gross written premiums of $33.8
million, generating operating income of $0.3 million, and a GAAP
combined ratio of 102.3 percent.

Run-Off Lines - For the fourth quarter of 2003, the Run-Off
segment incurred an operating loss of $2.5 million compared to an
operating loss of $60.1 million for the same period in 2002. For
the year ended December 31, 2003, this segment incurred an
operating loss of $12.7 million compared to an operating loss of
$67.9 million for the same period in 2002. The 2003 fourth quarter
and yearly operating losses were primarily a result of decreases
to reinsurance balances recoverable.

Headquartered in San Antonio, Texas, Argonaut Group, Inc.
(Nasdaq:AGII) (S&P, B+ Preferred Share and BB+ Counterparty Credit
Ratings, Negative) is a national underwriter of specialty
insurance products in niche areas of the property & casualty
market. Argonaut Group's assets totaled approximately $2.8 billion
at December 31, 2003. Through its operating subsidiaries, Argonaut
Group offers high quality customer service in programs tailored to
the needs of its customers' business and risk management
strategies. Collectively, Colony Insurance, Rockwood Casualty
Insurance Company, Argonaut Insurance Company, Argonaut Great
Central, and Trident Insurance Services underwrite a full line of
products in four primary areas: Excess and Surplus, Specialty
Commercial, Risk Management, and Public Entity. Information on
Argonaut Group and its subsidiaries is available at
http://www.argonautgroup.com/  


ATLAS AIR: S&P Keeps Trust Certificate Ratings on Watch Negative
----------------------------------------------------------------
Atlas Air Worldwide Holdings Inc. (D/--/--) and four of its U.S.
subsidiaries, including Atlas Air Inc. (D/--/--), filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code. Standard &
Poor's Ratings Services said its ratings on Atlas Air Inc.'s
enhanced equipment trust certificates remain on CreditWatch with
negative implications, where they were placed on Oct. 17, 2002.

"The bankruptcy filing is intended to enable the company to
implement the restructuring program that it began in March 2003,"
said Standard & Poor's credit analyst Lisa Jenkins.

Atlas Air Worldwide Holdings provides heavyweight air cargo
services through its Atlas Air Inc. subsidiary and scheduled,
high-frequency airport-to-airport cargo services through its Polar
subsidiary.

In a previous 8-K filing dated Sept. 12, 2003, Atlas announced
that it had reached tentative agreements with a majority of
holders of senior classes of three EETCs to restructure aircraft
leases and notes securitized in those EETCs. As disclosed in the
filing, Atlas's proposal involved amending existing financial
agreements to provide for the payment of a flat monthly amount per
plane, which would likely result in the eventual full repayment of
the EETCs. However, as proposed, it appears that the junior
certificates and the 1999-1 A-2 class certificates would not be
fully repaid by the legal final maturity date. Ratings on all
junior certificates are now in the 'CCC' category, reflecting a
high probability of eventual default, due to the stretching out of
payments under the proposed agreement. The 1999-1 A-2 certificates
do not amortize and have a Jan. 2, 2011, final maturity date.
Although full recovery of these certificates appears likely under
the proposal, principal would not be repaid by the final maturity
date. The terms of the proposed restructuring are subject to
change until approved. The EETC ratings will remain on CreditWatch
pending a review of the final restructuring agreement. Significant
changes to the proposed structure of the leases and notes
securitized in the EETCs or significant changes in the valuations
of the underlying aircraft could result in further rating changes.


AURORA FOODS: Court Clears PwC's Retention as Accounting Advisors
-----------------------------------------------------------------
Aurora Foods, Inc., and its debtor-affiliates sought and obtained
the Court's permission to employ PwC to perform accounting,
auditing, and tax advisor services in their Chapter 11 cases, nunc
pro tunc to December 8, 2003.

PwC will provide these services, as the Debtors deem appropriate
and feasible:

A. Accounting and Auditing

   * Audits of the financial statements of the Debtors as may be
     required from time to time, and advice and assistance in the
     preparation and filing of financial statements and
     disclosure documents required by the Securities and Exchange
     Commission including Forms 10-K as required by applicable
     law or as requested by the Debtors;

   * Audits of any benefit plans as may be required by the
     Department of Labor or the Employee Retirement Income
     Security Act, as amended;

   * Review of the unaudited quarterly financial statements of
     the Debtors as required by applicable law or as requested by
     the Debtors; and

   * Performance of other related accounting services for the
     Debtors, as may be necessary or desirable.

B. Tax-Related Services

   * Review of and assistance in the preparation and filing of
     any tax returns;

   * Advice and assistance regarding tax-planning issues,
     including calculating net operating loss carry forwards and
     the tax consequences of any proposed plans of
     reorganization, and assistance in the preparation of any
     Internal Revenue Service ruling requests regarding the
     future tax consequences of alternative reorganization
     structures;

   * Assistance regarding existing and future IRS examinations;
     and

   * Any and all other tax assistance, as may be requested from
     time to time.

Historically, the Debtors and PwC agreed to fixed-fee terms for
certain other accounting, auditing, and tax related services,
including annual audit and tax compliance services.  The Debtors'
Audit and Compliance Committee has approved a fixed fee of
$544,000 for the audit of the financial statements for the year
ended December 31, 2003.  For these fixed-fee services, PwC
intends to include as an exhibit to each interim fee application,
a summary in reasonable detail of the time spent by professionals
on various tasks, in lieu of contemporaneous time records in
partial hour increments.

The customary hourly rates charged by PwC's personnel,
anticipated to be assigned to the case, subject to periodic
adjustments and agreement by the Debtors, on a task-by-task
basis, are:

       Partners                          $743
       Managers/Directors                 487 - 693
       Associates/Senior Associates       197 - 389
       Administration/Paraprofessionals   110 - 158

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 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. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


B.F. SAUL: S&P Raises Long-Term Counterparty Rating a Notch to B+
-----------------------------------------------------------------  
Standard & Poor's Ratings Services raised its long-term
counterpartry credit rating on B.F. Saul Real Estate Investment
Trust to 'B+' from 'B'. The long-term counterparty credit rating
for B.F. Saul's thrift subsidiary, Chevy Chase Bank, FSB, was
affirmed at 'BB+'. Both the B.F. Saul and Chevy outlooks were
revised to positive from stable.

"The ratings action reflects Chevy's improving profitability, its
growing franchise in attractive markets, and its reduced credit
risk," said Standard & Poor's credit analyst Michael Driscoll.
"The ratings also consider Chevy's high expense levels and weak
capital base. The upgrade of B.F. Saul was based entirely on
improvement at Chevy, in which B.F. Saul owns 80% of the privately
held stock, and not on any improvement in B.F. Saul's real estate
portfolio. B.F. Saul continues to rely on dividend and tax sharing
payments from Chevy to service its senior debt obligations."

The positive outlook on Chevy reflects Standard & Poor's
expectation that Chevy will continue its positive trends in
profitability and growth while maintaining strong asset quality.
The positive outlook on B.F. Saul also reflects Standard & Poor's
expectation that the real estate portfolio will stabilize and the
company's cash flows will benefit from the stronger and improving
bank operations at Chevy.


BRIDGESPAN INC: CEO Larry Walker Will Leave Company Next Month
--------------------------------------------------------------
BridgeSpan, Inc. announced that its President and CEO, Larry
Walker, will resign and be leaving the company next month.

Walker has had a long and respected career in the financial
services industry. He has been instrumental in some of the
mortgage industry's most important technological innovations. He
is also known both in the U.S. and globally as a thought leader in
practical applications of technology in financial services.

BridgeSpan's major shareholders recruited Mr. Walker in late 2002.
It was hoped that, with the addition of Walker's expertise,
BridgeSpan could more readily secure early adopters for its
straight through processing of electronic mortgages.

The company had developed what many consider a "best-in-class" e-
mortgage platform and distributed it through a marketing
partnership with Fannie Mae. However, mortgage lenders were awash
in refinance volume and reluctant to take on the complex changes
to their internal operations that eMortgages required.

BridgeSpan, Inc. is a leading provider of mortgage processing
solutions for lenders and settlement services providers of all
types. The firm recently filed for reorganization protection under
Chapter 11 of the U.S. Bankruptcy Code in the Northern District of
California.


BUDGET GROUP: Files First Amended Plan with Delaware Court
----------------------------------------------------------
The Budget Group Debtors delivered to the Court their First
Amended Plan and Disclosure Statement on January 26, 2004.  
Certain modifications to the classification and treatment of
claims and interests are reflected in the Amended Plan.  The Plan
also provides for the appointment of a BRACII Plan Administrator
to facilitate the allocation and distribution of claims.  

In addition, the Plan has these modified provisions on:

A. Distributions to Holders of Senior Notes Claims, Convertible
   Subordinated Notes Claims and the High Tides Claims

   Notwithstanding any provision contained in the Plan to the
   contrary, the distribution provisions contained in the Senior
   Notes Indenture, Convertible Subordinated Notes Indenture and
   the High Tides Indenture will continue in effect to the extent
   necessary to authorize the:

   (1) Senior Notes Indenture Trustee to receive and distribute
       to the holders of Allowed Senior Notes Claims their
       Distributions;

   (2) Convertible Subordinated Notes Indenture Trustee to
       receive and distribute to the holders of Allowed
       Convertible Subordinated Notes Claims their Distributions;
       and

   (3) High Tides Indenture Trustee to receive and distribute
       to the holders of the Allowed High Tides Claims their
       Distributions.

   Following the Effective Date, to the extent that the Senior
   Notes Indenture Trustee, Convertible Subordinated Notes
   Indenture Trustee or High Tides Indenture Trustee provides
   services related to Distributions pursuant to the Plan, each
   of the Senior Notes Indenture Trustee, Convertible
   Subordinated Notes Indenture Trustee and High Tides Indenture
   Trustee will receive from Reorganized BGI payments of
   reasonable compensation for such services and reimbursement of
   reasonable expenses incurred in connection with such services,
   with the payments to be made on terms agreed to between each
   of the indenture trustees and Reorganized BGI.  Any disputes
   regarding the payment of fees and expenses will be submitted
   to the Bankruptcy Court for resolution.

B. Indenture Trustee as Claim Holder

   Consistent with Rule 3003(c) of the Federal Rules of
   Bankruptcy Procedure, the Reorganized BGI will recognize a
   Proof of Claim filed by the:

   (1) Senior Notes Indenture Trustee in respect of the Senior
       Notes Claims;

   (2) Convertible Subordinated Notes Indenture Trustee in
       respect of the Convertible Subordinated Notes Claims; and

   (3) High Tides Indenture Trustee in respect of the High Tides
       Claims.

   Accordingly, any of these claims, proof of which is filed by
   the registered or beneficial owner of a claim, may be
   disallowed as duplicative of the Claim of the Indenture
   Trustee, without need for any further action or Bankruptcy
   Court order.

A free copy of the Debtors' Amended Chapter 11 Plan is available
at:

     http://bankrupt.com/misc/BudgetFirstAmendedPlan.pdf

A free copy of the Debtors' Amended Disclosure Statement is
available at:

     http://bankrupt.com/misc/BudgetFirstAmendedDisclosureStatement.pdf

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
(Budget Group Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


CALPINE CORP: Peter Cartwright Plans to Exercise Calpine Options
----------------------------------------------------------------
Calpine Corporation (NYSE: CPN) announced that Chairman, Chief
Executive Officer and President Peter Cartwright plans to exercise
certain of his Calpine options, which otherwise would expire on
September 30, 2004 and December 31, 2004.

On each exercise date, Mr. Cartwright will sell only a sufficient
amount of option shares to pay the exercise price of the options
and to cover taxes and fees. He expects to hold the majority of
the exercised option shares. Mr. Cartwright's transactions are
pursuant to a pre-arranged structured sales plan that is in
accordance with both the Securities and Exchange Commission's Rule
10b5-1 and Calpine's insider trading policy. The first of these
pre-arranged exercises and sales occurred on February 2, 2004 and
will continue on the 1st and 15th of each month, or the next
trading day if those dates fall on a weekend or holiday, through
November 15, 2004.

As of February 2, 2004, Mr. Cartwright held 11,633,115 total
options, 1,246,560 of which will expire on September 30, 2004, and
1,429,384 of which will expire December 31, 2004. As of December
31, 2003, he owned 691,604 shares of Calpine stock.

Pre-arranged trading plans created under Rule 10b5-1 allow company
employees to sell and purchase a company's stock pursuant to a
predetermined trading program established by the employee at a
time the employee is not aware of material non-public information.
Mr. Cartwright entered into this arrangement to exercise his
expiring options during an open trading window in accordance with
Calpine's insider trading policy. A third-party broker administers
Mr. Cartwright's structured trading plan.

Calpine (S&P, CCC+ Senior Unsecured Convertible Note and B Second
Priority Senior Secured Note Ratings, Negative Outlook) is a fully
integrated power company that owns and operates electricity
generating facilities and natural gas reserves. The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United
Kingdom. Calpine also owns nearly 900 billion cubic feet
equivalent of natural gas reserves, Calpine focuses its
marketing and sales activities on securing power contracts with
load-serving entities. The company has in-depth expertise in every
aspect of power generation from development through design,
engineering and construction management, into operations, fuel
supply and power marketing. Founded in 1984, Calpine is publicly
traded on the New York Stock Exchange under the symbol
CPN. For more information about Calpine, visit
http://www.calpine.com/


CENTIV INC: NASDAQ Halts Trading and Requests Additional Info.
--------------------------------------------------------------
The NASDAQ Stock Market(SM) announced that trading was halted in
Centiv, Inc. (Nasdaq: CNTV) Tuesday at 4:36 p.m., Eastern Time,
for "additional information requested" from the company at a
last price of $4.35.  Trading will remain halted until Centiv,
Inc. has fully satisfied NASDAQ's request for additional
information.

For news and additional information about the company, please
contact the company directly or check under the company's symbol
using InfoQuotes(SM) on the NASDAQ Web site.

For more information about The NASDAQ Stock Market, visit the
NASDAQ Web site at http://www.nasdaq.com/or the NASDAQ  
Newsroom(SM) at http://www.nasdaqnews.com/

Centiv, Inc. (NASDAQ: CNTV), headquartered in Vernon Hills, IL,
offers solutions for helping its clients efficiently and
effectively manage their temporary point-of-purchase signage
processes. Using Centiv's Web-based system, Clients gain market
flexibility while greatly increasing the effectiveness of their P-
O-P spending. Centiv is a registered trademark in the U.S. Patent
and Trademark Office. Additional information regarding Centiv,
Inc., may be obtained by contacting Centiv headquarters, 998
Forest Edge Drive, Vernon Hills, IL 60061. For more information on
the Company, visit its Web site at http://www.centiv.com/

                         *    *    *

                 Going Concern Uncertainty

In its Form 10-Q filed with the Securities and Exchange
Commission, Centiv, Inc., reported:

"The [Company's] financial statements have been prepared in
conformity with accounting principles generally accepted in the
United States of America, which contemplate continuation of the
company as a going concern. As shown in the accompanying unaudited
financial statements, the Company sustained losses from operations
in 2002, and such losses have continued through the quarter ended
September 30, 2003.

"Recoverability of a substantial portion of the recorded asset
amounts shown in the accompanying balance sheet is dependent upon
the continued operations of the Company, which in turn is
dependent upon the Company's ability to obtain or generate
additional working capital.

"The financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should
the Company be unable to generate such additional working capital.

"The Company is currently evaluating all potential strategic
alternatives, including the sale of some or all of the business of
the Company, potential partnerships and the availability of
additional capital to fund operations.  Depending on the results
of these evaluations, the Company might determine that certain of
its long-lived assets will require an impairment charge in a
future period."


D&E COMMS: S&P Assigns BB- Corporate Credit & Bank Loan Ratings
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Ephrata, Pennsylvania-based incumbent local
exchange carrier D&E Communications Inc. A bank loan rating of
'BB-' and a recovery rating of '3' were assigned to the company's
proposed $225 million senior secured credit facility, subject to a
review of final bank documentation. This bank facility will be
used to refinance existing secured debt. The rating on the loan is
at the same level as the corporate credit rating; this and the '3'
recovery rating reflect expectations of a meaningful recovery of
principal (50%-80%) in a hypothetical default. The outlook is
negative. Pro forma for the refinancing, D&E has total debt of
about $245 million at Sept. 30, 2003.

"The ratings primarily reflect D&E's small size, lack of
geographical diversity, and significant exposure to the risky
competitive local exchange carrier business," said Standard &
Poor's credit analyst Michael Tsao. D&E's small ILEC business
(about 143,000 access lines), which accounts for nearly all of
consolidated EBITDA and had an EBITDA margin of about 57% in third
quarter 2003, operates in a few mature markets concentrated in
eastern Pennsylvania. Given the relatively high population density
of D&E's ILEC markets, the ILEC will likely experience increased
competition from wireless and, in the distant future, cable
telephony. The company's small size, in conjunction with limited
financial resources, could limit D&E's ability to deal with
substantially better-capitalized competitors, particularly those
providing wireless services, in the longer term. Without
geographic diversity, D&E is vulnerable to any downturn in the
local economy, which is heavily dependent on agriculture,
manufacturing, and tourism.

D&E's CLEC business, which accounted for about 20% of consolidated
revenues and was nearly EBITDA breakeven in third-quarter 2003,
provides commodity voice and data services to businesses in
markets adjacent to its ILEC markets. Given the CLEC's lack of
sustainable competitive advantages against Verizon Communications
Inc. (the incumbent in D&E's CLEC markets) and the generally
troubled history of the CLEC industry, D&E's significant exposure
to this business could make it vulnerable to execution missteps.
The low margin of the CLEC business was mainly responsible for
lowering consolidated EBITDA margin to about 35% in third-quarter
2003.

Somewhat mitigating D&E's business risk is its moderate leverage
and free cash flow prospects. At Sept. 30, 2003, total debt to
annualized quarterly EBITDA of about 4.1x was lower than the 6x
average for other small ILECs rated by Standard & Poor's. This was
mainly the result of the company not having undertaken aggressive
debt-financed acquisitions of access lines in the past several
years. Based on assumptions that the company will experience some
deterioration in revenues and EBITDA margin due to increased
competition and exposure to the risky CLEC business, D&E is
anticipated to generate annual free cash flow in the $20 million
area over the next few years. However, leverage is unlikely to
meaningfully improve unless a sizable portion of the free cash
flow is used to reduce debt.


DII IND.: Court Approves Assumption of 100 Executory Contracts
--------------------------------------------------------------
DII Industries, LLC, and its debtor-affiliates seek the Court's
authority to assume 100 executory contracts.  Michael G. Zanic,
Esq., at Kirkpatrick & Lockhart LLP, in Pittsburgh, Pennsylvania,
notes that the executory contracts the Debtors intend to assume
are those that they believe are critical to their ability to
continue in business.

Mr. Zanic informs the Court that the Debtors' engineering and
construction business is a contract-driven business with
customers agreeing to make payments for services performed in
connection with project management of large-scale construction
projects over extended periods of time as certain criteria are
met.  By virtue of the expansiveness of their business
operations, the Debtors are parties to hundreds of executory
contracts.  Many of these executory contracts are those related
to large-scale project contracts or subcontracts entered into by
the parties pursuant to a number of master project contracts
between the Debtors and other entities.  Often, these
contracts cover the Debtors' wide-ranging activities and
operations on both a domestic and international level.

Mr. Zanic explains that the business relationships that the
Debtors have developed with their customers, vendors, operators,
subcontractors, employees and certain other parties throughout
the world are fragile and predicated on the Debtors' ability to
honor existing obligations.  The success of the Debtors'
reorganization efforts depends to a large extent on their ability
to continue to conduct business in the normal course and continue
to commit to honor all contractual obligations.

In addition, the Debtors also ask the Court to grant the
counterparties of the assumed contracts limited relief from the
automatic stay to exercise all rights and remedies under the
Agreements.

Mr. Zanic clarifies that the Debtors are not seeking to assume
any executory contracts related to completed projects, or
services providing indemnification for, or a warranty that would
cover, asbestos-related or silica-related personal-injury
liabilities that are addressed by the Plan.  All claims arising
under these agreements constitute Asbestos Unsecured PI Trust
Claims or Silica Unsecured PI Trust Claims pursuant to the Plan
and will be channeled to, and paid in accordance with, the
Asbestos PI Trust and the Silica PI Trust.

The Debtors contend that they are not in default or in breach of
any of the Agreements other than a technical breach that results
from the filing of their Reorganization Cases.  This technical
breach will not impair the Debtors' ability to continue to
conduct business operations in the normal course and they fully
intend to continue to satisfy performance and other contractual
obligations.

According to Mr. Zanic, it is imperative that the Debtors take
immediate and active steps to preserve their relationships with
their loyal customers, vendors, operators, subcontractors and
other parties with whom they have various contractual agreements
and relationships which are essential to the continuation of the
their businesses.  These Agreements are integral to the Debtors'
ability to fulfill their performance obligations and deliver the
promised services in connection with their higher revenue
producing contracts.

Furthermore, the Agreements are essential to the continued
financial viability of the Debtors' businesses.  If the Debtors
were to lose or even slightly impair these relationships in any
manner, their ability to generate revenue would suffer, and their
ability to continue to operate within the engineering and
construction industry and, thus, reorganize, would be greatly
jeopardized.  The Debtors' failure to assume the Agreements may
trigger a substantial and devastating loss of revenue and other
irreparable harm resulting from the cancellation of project
orders, delayed production schedules and deterioration in the
relationships with their vendors and subcontractors.  This could
also result in a material adverse effect on Halliburton Company
and the Debtors' ability to obtain continued funding from their
lenders and, in turn, would threaten their ability to finance the
Plan.

Mr. Zanic points out that the estimated revenue of the Debtors'
Agreements with other parties reach $9,000,000,000.  The Debtors'
average monthly obligations under the Agreements total
$100,000,000 and the their average monthly revenue related to the
Agreements exceeds $160,000,000.  The estimated gross profit from
the Debtors' revenue related to these Agreements exceeds
$180,000,000.

Customer contracts with the Debtors that have payments
outstanding at any one time are aggregated to form the revenue
backlog.  The revenue backlog for the Debtors has historically
averaged between $2,000,000,000 and $3,000,000,000 per year.  The
Debtors' revenue backlog was $2,300,000,000 as of September 30,
2003.  An estimated 70% of the revenue backlog is expected to
become realized by the Debtors as revenue within 12 months with
the remainder of the backlog revenue to become realizable 12 to
36 months thereafter.

Customers who have signed contracts that constitute a significant
percentage of the revenue backlog include:

   * ConocoPhillips,
   * British Petroleum,
   * ChevronTexaco,
   * Dow Chemical,
   * DuPont,
   * International Paper,
   * Occidental,
   * Pemex,
   * Shell, and
   * Weyerhaeuser

As of the Petition Date, the Debtors' principal assets aggregate
$7,000,000,000, consisting of cash, notes, accounts receivable,
inventories, property plant and equipment, intercompany
receivables, insurance receivables, equity in and advances to
subsidiaries, rights to acquire shares of Halliburton common
stock and other current and non-current assets.  The Debtors will
have the financial resources to meet their contractual
obligations through the revenue realized by the revenue backlog,
new business contracts, their available cash reserves and that of
their Affiliates', and the DIP financing that Halliburton Energy
Services, Inc. has agreed to provide during the pendency of their
Chapter 11 cases.

                         *   *   *

Judge Fitzgerald authorizes the Debtors to assume the 100
executory contracts.  The Court also lifts the automatic stay to
allow the Contract Parties to exercise applicable rights and
remedies pursuant to the Agreements.

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. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIRECTV LATIN AMERICA: Wants Nod for Music Choice Settlement Pact
-----------------------------------------------------------------
As an initial step to address problems caused by uneconomic
agreements, Debtor DirecTV Latin America, LLC rejected its
programming agreement with Music Choice, pursuant to which the
Debtor was licensed the right to broadcast and make available to
subscribers certain digital music programming.

The Court authorized the Debtor to reject the Music Choice
Agreement on March 28, 2003 and, consequently, Music Choice
timely filed a proof of claim for $27,327,001.  The Music Choice
claim consists of $4,729,560 in accrued but unpaid prepetition
amounts and rejection damages estimated at $22,597,441.  

Music Choice and the Debtor have agreed that the Music Choice
Claim will be reduced by $1,327,001 and that Music Choice will
have an allowed general unsecured claim against the Debtor for
$26,000,000.  The Debtor and Music Choice have also agreed to a
mutual release of claims.

Thus, by this motion, the Debtor asks the Court to approve its
settlement agreement with Music Choice.

M. Blake Cleary, Esq., at Young, Conway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, contends that the settlement of the
Music Choice Claim should be approved.  The Debtor has negotiated
a $1,327,001 reduction of the Music Choice Claim in a case where
few, if any, grounds exist for reduction or offset to the Claim.  
The Debtor has specifically analyzed the rejection damage
component of the Music Choice Claim and generally concurs with
Music Choice's estimation of its rejection damages.  Mr. Cleary
notes that the proposed settlement avoids the risk of litigating
the Music Choice Claim.  The litigation would involve intricate
commercial issues and damage calculations, and thus, be costly
and complex.  The outcome of the litigation would also likely not
benefit the estate beyond the terms of the proposed settlement.

The Debtor has analyzed potential claims it may have against
Music Choice and does not believe that any material claim exists.  
The proposed mutual releases are, therefore, fair and appropriate
under the circumstances. (DirecTV Latin America Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DUCKREY ENTERPRISE: Case Summary & 85 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Duckrey Enterprises, Inc.
             990 Route 73 North
             Marlton, New Jersey 08053

Bankruptcy Case No.: 04-12981

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Duckrey Enterprises New Jersey, Inc.       04-12977
Duckrey Enterprises/Harrisburg, Inc.       04-12982
Duckrey Enterprises/Terminal D, Inc.       04-12983
Duckrey Enterprises Airport 1, Inc.        04-12984

Type of Business: The Debtor is a fast-food restaurant, servicing
                  over 11 Burger Kings in Philadelphia and New
                  Jersey.

Chapter 11 Petition Date: January 30, 2004

Court: District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Aris J. Karalis, Esq.
                  Ciardi, Maschmeyer & Karalis, P.C.
                  413 Route 70 East, Suite 300
                  Cherry Hill, NJ 08034
                  Tel: 856-428-8400

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Duckrey Enterprises, Inc.    $500,000 to $1 M   $1 M to $10 M
Duckrey Enterprises New      $500,000 to $1 M   $1 M to $10 M
Jersey, Inc.
Duckrey Enterprises/         $1 M to $10 M      $1 M to $10 M
Harrisburg, Inc.
Duckrey Enterprises/Terminal $500,000 to $1 M   $1 M to $10 M
D, Inc.
Duckrey Enterprises Airport  $500,000 to $1 M   $1 M to $10 M
1, Inc.

A. Duckrey Enterprises, Inc.'s 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Alpha-Centurion Security, Inc.               $6,559

PECO Energy                                  $6,434

Root 24 Hrs.                                 $1,748

Flamm Boroff & Bacine, P.C.                  $1,204

Water Revenue Bureau                         $1,069

Coca-Cola USA                                $1,046

Waste Management - Philadelphia                $564

Stainless, Inc.                                $491

Atlantic Fire Service, Inc.                    $440

West Chester Mechanical                        $312

Franklin Alarm                                 $204

CTC Communications                             $194

Bethany Associates                             $175

HM Electronics                                 $164

B-50 Com, LLC                                  $155

Marino Gebeloff & Mayers, LLC                  $135

Qualserv                                       $101

Piroeff, Inc.                                   $75

Independence Communications                     $63

Workplace First Aid Safety                      $60

B. Duckrey Enterprises New Jersey's Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
PSE&G                                       $16,407

Borough of Barrington                       $11,624

West Chester Mechanical                      $5,744

Connectiv Power Delivery                     $4,448

Atlantic Fire Service, Inc.                  $3,899

Air Plus                                     $3,546

Coca-Cola USA                                $2,558

CTC Communications                           $2,063

Taylor Products                              $1,580

Capitol Electronics                          $1,377

NU CO2, Inc.                                 $1,266

Temua                                        $1,084

Mopac-Greaseland                               $995

Safemasters Co., Inc.                          $888

Woodbury Twp. Water & Sewer Dept.              $857

Qualserv                                       $696

Verizon-Deptford                               $549

G.I. Joe Septic Tank & Cesspool                $500

BOC Gases                                      $452

Environmental Biotech of Phila.                $405

C. Duckrey Enterprises/Harrisburg's Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
City Treasurer                              $14,392

Pennsylvania Power & Light                  $13,806

American International Co.                  $12,048

Lebanon County EIT Bureau                   $11,510

Harrisburg School District                  $10,542

Patsy R. Donmoyer                           $10,133

Flamm Baroff & Bacine                        $6,323

Dauphin County Tax Claim Bureau              $4,978

The Point Associate, L.P.                    $4,600

Met-Ed                                       $4,329

Treasurer City of Pittsburgh                 $3,410

York Waste Disposal                          $3,372

Lebanon County Treasurer                     $3,115

APB Outdoor Advertising                      $2,985

Capital Tax Collection Bureau                $2,952

UGI Gas Service                              $2,863

Cintas Corporation #140                      $2,858

Coca-Cola USA                                $2,552

Patricks Comm. Appliance Services            $2,008

Lower Paxton Township MUA                    $1,892

D. Duckrey Enterprises/Terminal D's Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Marino Gabeloff & Mayers LLC                   $750

King Uniform                                   $624

CTC Communications                             $352

Stainless, Inc.                                $264

Qualserv                                       $221

B-50 Com, LLC                                  $155

WOTC Services                                  $144

Reliable Copy                                  $122

G. Nell                                         $86

Systemlink                                      $75

W.W. Grainger, Inc.                             $73

E. Duckrey Enterprises Airport 1's Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
American International Co.                   $3,012

Acoustics Plus, Inc.                         $1,550

Flamm Baroff & Bacine                        $1,040

Marino Gebeloff & Mayers LLC                   $750

Qualserv                                       $220

Atlantic Fire Service                          $210

CTC Communications                             $191

B-50 Com, LLC                                  $155

Daydots International                          $136

G. Neil Companies                               $86

Coca-Cola USA                                   $58

Guardian                                        $55

Mother Goose Ballons & Helium                   $21

Burger King Corporation                     Unknown


EAGLE BUILDING TECH: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Lead Debtor: Eagle Building Technologies, Inc.
             201 South Biscayne Boulevard 28 Floor
             Miami, Floor 33131

Bankruptcy Case No.: 04-10772

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Fleming Manufacturing, Inc.                04-10773

Type of Business: The Debtor makes and distributes concrete
                  block building systems, products and masonry
                  materials for the construction sector.  The
                  company also has a license agreement to make
                  mortarless wall systems for residential
                  construction.

Chapter 11 Petition Date: January 30, 2004

Court: Southern District of Florida (Dade)

Judge: A. Jay Cristol

Debtor's Counsel: Robert A. Schatzman, Esq.
                  2601 South Bayshore Drive #1600
                  Miami, FL 33133
                  Tel: 305-858-5555

Total Assets as of December 31, 2002: $10,699,268

Total Debts as of December 31, 2002:  $25,704,104


EGAIN COMMS: Red Ink Continues to Flow in December 2003 Quarter
---------------------------------------------------------------
eGain Communications Corporation (NASDAQ: EGAN), a leading
provider of customer service and contact center software,
announced financial results for the second quarter of fiscal year
2004.

Revenue for the quarter ended December 31, 2003 was $5.1 million,
an 11% increase from the quarter ended September 30, 2003 and a
13% decrease from the comparable year-ago quarter. Gross profit
for the quarter ended December 31, 2003, was $2.9 million, a gross
margin of 57%, compared with a gross profit of $2.9 million, or a
gross margin of 50% for the same period a year ago.

"We are pleased to get back on a stable performance track in the
December quarter," said Ashutosh Roy, Chief Executive Officer. "We
experienced increased business based in part upon customer
adoption of eGain Service 6, our next generation multi-channel
service solution." During the quarter, the company acquired 11 new
customers and expanded its business with existing blue-chip
clients. Among them were ABN AMRO Services Company, Avista
Corporation, Charter Communications, GVB (Amsterdam Public
Transport), IBM, Nokia, Safeway Inc., VentureLink Co. Ltd., Virgin
Mobile Telecoms Limited, and Vodafone Ireland Ltd.

Net loss before dividends on convertible preferred stock for the
quarter ended December 31, 2003 was $889,000, compared with
$737,000 for the same period a year ago. Net loss applicable to
common stockholders was $2.7 million, or $0.74 per share, compared
with $2.4 million, or $0.67 per share, for the same period a year
ago. The net loss applicable to common stockholders for the
quarter ended December 2003 included the following charges:
accreted dividends on convertible preferred stock of $1.8 million,
amortization of intangible assets and prepaid licenses of
$646,000, depreciation of $312,000 and restructuring charges of
$46,000.

Pro forma net income was $115,000 or $0.03 per share for the
quarter ended December 31, 2003 compared to pro forma net income
of $56,000 or $0.02 per share for the same period a year ago. Pro
forma net income figures exclude depreciation, amortization,
accreted dividends on convertible preferred stock and
restructuring charges. A table reconciling the pro forma net
income (loss) to GAAP net loss is included in the condensed
consolidated financial statements in this release.

Total cash, cash equivalents and restricted cash at the end of the
December 2003 quarter were approximately $4.0 million compared to
approximately $3.4 million at the end of September 2003. Included
in the $4.0 million balance was $315,000 of restricted cash
compared to $506,000 of restricted cash in the prior quarter. Days
sales outstanding in accounts receivable were 41 days as of
December 31, 2003 compared with 62 days as of December 31, 2002.

During the December 2003 quarter, the company was also recognized
by industry experts for product innovation and customer service
excellence. Among the highlights were:

--  eGain Service 6 suite was selected as a "product of the year"
    for 2003 by Customer Interaction Solutions Magazine

--  Several eGain customers were among Internet Retailer
    Magazine's Best-of-the-Web Top 50 Retailing Sites for 2003

--  The company was listed as a Software Magazine Top 500 vendor
    
eGain (NASDAQ: EGAN) is a provider of customer service and contact
center software and services, trusted by world-class companies to
achieve and sustain customer service excellence for over a decade.
Twenty-four of the 50 largest global companies rely on eGain to
transform their traditional call centers into profit centers, and
extend their service-based competitive advantage. eGain Service
6(TM), the company's software suite, available licensed or hosted,
includes integrated applications for customer email management,
live web collaboration, service fulfillment, knowledge management,
and web self-service. These robust applications are built on the
eGain Service Management Platform(TM) (eGain SMP(TM)), designed to
be a scalable next-generation framework that includes end-to-end
service process management, multi-channel, multi-site contact
center management, a flexible integration approach, and certified
out-of-the-box integrations with leading call center, content and
business systems.

Headquartered in Sunnyvale, California, eGain has an operating
presence in 18 countries and serves over 800 enterprise customers
worldwide. To find out more about eGain, visit
http://www.eGain.com/

At December 31, 2004, eGain Communications Corporation's balance
sheet shows increased accumulated deficit of about $313 million,
thus whittling down the Company's total shareholders' equity to
about $1.2 million from about $4 million six months ago.


ELAN CORP: S&P Revises Ratings' Outlook to Positive from Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Elan
Corp. PLC to positive from stable. At the same time, Standard &
Poor's affirmed its 'B-' corporate credit and senior unsecured
debt ratings on Elan, as well as its 'CCC' subordinated debt
rating.

The actions are a response to the easing debt maturity pressures
on Elan, as well as the recent positive drug development news on
the company's two most promising near-term product prospects,
Antegren and Prialt.

"The low-speculative-grade ratings and outlook reflect Dublin,
Ireland-based Elan's still-significant near-term debt maturities,
its tight liquidity situation, and the company's expected losses
and negative cash flows in the intermediate term," said Standard &
Poor's credit analyst Arthur Wong. "These factors are partially
offset by the company's roughly $1 billion of cash and investments
on hand and the promise of new product launches."

Elan is a specialty pharmaceutical company that specializes in the
development and marketing of treatments for pain, the central
nervous system, infectious disease, and autoimmune problems. Key
products include the anti-infectives Maxipime and Azactam, the
epilepsy treatment Zonegran, and the migraine treatment Frova. In
the third quarter of 2003, sales of these products grew 31%, year-
to-year, to $120 million.

Revenue growth may further accelerate with the addition of new
products. The company's near-term product pipeline has two
promising prospects: Antegren (for Crohn's disease and multiple
sclerosis) and Prialt (for pain).


ELECTROHOME LTD: Brings-In Chris Clover as New President
--------------------------------------------------------
Electrohome Limited announced that Chris Clover, Chief Executive
Officer of Mechdyne Corporation, operating as Fakespace Systems,
will also assume the office of the President, following the
departure of Fakespace's current President, Ms. Carol Leaman who
resigned effective March 12, 2004.

Chris Clover noted, "Carol was a real asset to the company and we
will be sorry to see her leave. With her departure, I will assume
the role of President and Chief Executive Officer of Fakespace and
the company will commence the search for a new senior Financial
Officer immediately, however, we anticipate a smooth transition."

Prior to the Fakespace / Mechdyne merger on March 1, 2003, Mr.
Clover was President and Chief Executive Officer of Mechdyne
Corporation.

Mr. John A. Pollock, Chairman, President and Chief Executive
officer of Electrohome stated "We regret to see Ms. Leaman leave
Fakespace, however, we fully appreciate her decision and her
contributions to both Electrohome and Fakespace over the past nine
years. We wish her all the best in the future."

Electrohome continues to hold its 30.6% interest in Fakespace
Systems which is the largest international company exclusively in
the advanced visualization marketplace, and a 5.7% interest in
Immersion Studios Inc. which produces specialty digital
interactive cinema. Going forward, Electrohome anticipates that
its earnings will be derived principally from its share of results
from Fakespace and from royalties for the use of Electrohome's
trademarks. Electrohome also has other potential one-time income
opportunities that may have a positive impact on future results.

The company's Sept. 30, 2004, balance sheet discloses a working
capital deficit of about $3 million.


EMERITUS: Assumes 7 Facility Leases & One More in the Works
-----------------------------------------------------------
As  previously announced, on September 30, 2003, Emeritus
Corporation entered into an agreement to lease eight communities
that it formerly managed.  As of December 31, 2003, the Company
assumed the leases on seven of the leased facilities and are in
the final negotiations of leasing the eighth facility.  The terms
of the seven leases are effective  as  of December 31, 2003.

                          Background

In April 2002, Emeritus entered into agreements to acquire the
ownership interest of one community and the leasehold interest of
seven communities for the assumption of the mortgage debt relating
to the owned community and the lease obligations relating to the
leased communities.  The eight communities, comprising 617 units
in Louisiana and Texas, had been previously operated by Horizon
Bay Management L.L.C. In May 2002, Emeritus assigned its rights
under these agreements to entities wholly owned by Mr. Baty and
entered into five-year management agreements expiring
April 30, 2007, with the Baty entities, providing for a management
fee of 5% of gross revenue.  As a part of these agreements,
Emeritus had the right to reacquire the one community and seven
leased communities at any time prior to April 30, 2007, by
assuming the mortgage debt and lease obligations and paying the
Baty entities the amount of any cash investment in the
communities, plus 9% per annum.  In the original agreements of
acquisition with the Baty entities, Horizon Bay agreed to fund
operating losses of the communities to the extent of approximately
$2.5 million in the first twelve months  and $870,000 in the
second twelve months following the closing. Under the management  
agreements with the Baty entities, Emeritus had agreed to fund any
operating losses in excess of these limits over the five-year
management term.  In late 2002, the Baty entities and Horizon Bay
altered their agreement relating to operating losses whereby (i)
Horizon Bay paid the Baty entities $2 million and (ii) the Baty
entities waived any further funding by Horizon Bay of operating
losses of the communities.  This alteration did not change
Emeritus' funding commitment.  During 2002, Emeritus received
management fees of $661,000, including $120,000 of mobilization
fees from management agreements with the Baty entities.  For 2003,
Emeritus received management fees of $787,000 from the same
agreements.

                      2003 Transactions

Emeritus has assumed the existing leases relating to the seven
leased communities.  In lieu  of acquiring the remaining community
that is currently subject to mortgage financing, Emeritus entered
into an agreement to lease the community from the applicable Baty
entity for a term  of 10 years, with rent equal to the debt
service on the mortgage indebtedness (including interest and
principal) plus 25% of cash flow.  Annual rent relating to the
eight communities is estimated at $4.6 million, plus annual rent
escalators based upon changes in the consumer price level index.  
Emeritus paid the Baty entities approximately $70,000, which
represented their cash investment plus 9% per annum, as provided
in the original management agreements  between the Baty entities
and Emeritus.  Under the new agreement with the Baty entities, the  
Baty entities' obligations to fund operating losses do not
continue.

At Sept. 30, 2003, the company's current debts exceeds current
assets by about $20 million, while its net capital deficit tops
$77.3 million.    


ENRON CORP: Various Creditors Sell Claims Totaling $819 Million
---------------------------------------------------------------
Pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy  
Procedure, the Court received these notices of claim transfer in
the chapter 11 cases of the Enron Corp. Debtors, from November 11,
2003 through January 14, 2004,:

A. To Longacre Master Fund Ltd.:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Pecos Production Company                   7764     $577,667

   International Paper                       24496      141,636

   Weldwood of Canada Ltd. & Int'l. Paper     9172      621,212

   Tucson Electric Power Company             13892    1,720,562
                                             13979    1,720,562
                                             20621      713,530
                                             13974       45,000
                                             13978      691,030

   Merrill Lynch, Pierce, Fenner & Smith      6896    7,067,728
                                              6893    2,653,271
                                              6894    2,653,271
                                              6895    7,067,728

   Independent Production Company, Inc.       5689      898,944

   Bakerwell, Inc.                            7972       22,897

   Artex Oil                                  9175       65,037

   Union Gas Limited                           -      8,516,258
                                             17461    8,516,258

B. To Stonehill Institutional Partners:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Cgas, Inc., n/k/a Cgas Exploration, Inc.  22217   $1,194,071
                                             22218    1,194,071

C. To Contrarian Capital Trade Claims LP:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------  
   Software Architects, Inc.                  5935     $514,182

D. To Quantum Partners Ldc.:  
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Merrill Lynch, Pierce, Fenner & Smith     10922  $11,219,000

   Baycorp Holdings, Ltd.                     7217    1,041,600
                                              7216    1,041,600

E. To Madison Liquidity Investors 124, LLC:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Synova                                      -        $53,038

F. To Liquidity Solutions, Inc. doing business as Revenue  
   Management:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Perry Gas Companies, Inc.                   -        $65,833
  
G. To SPCP Group LLC:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Teco Energy, Inc.                         23200  $19,724,430
                                             23201   41,295,646
                                             23203   78,125,244
                                             23205  124,327,204
                                             23207   19,724,430
                                             23202   41,295,646
                                             23206   78,125,244
                                             23204  124,327,204
                                             10831    7,212,926

H. To El Paso Corporation:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   El Paso Merchant Energy Europe Limited      -     $7,434,007
                                               -     12,408,229
                                               -         26,360

I. To Newstart Factors, Inc.:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Stratum Group Energy Partners, LP         21284     $654,544

J. To Goldman Sachs Credit Partners:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Barclays Bank Plc                          7915     $727,234

K. To Cimarex Energy Co.:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Helmerich & Payne, Inc.                     -       $283,572

L. To Bear Stearns & Co., Inc.:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Patina BNR Corporation                    7604    $2,949,191
                                             7603     2,949,191

   Patina Oil & Gas Corporation              2070       427,622
                                             2071     6,936,830

M. To Contrarian Funds LLC:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Lehman Commercial Paper, Inc.             13246  $45,246,509

N. To UBS AG, Stamford Branch:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   MHCB (USA) Leasing and Finance Corp.      12085   $8,000,000

O. To Barclays Bank Plc:
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   State Street Bank & Trust Company         10811  $68,590,538
   of Connecticut, National Association      10810   68,590,538

(Enron Bankruptcy News, Issue No. 96; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FACTORY 2 U STORES: Conus Partners Reports 5.64% Equity Stake
-------------------------------------------------------------
Conus Partners, Inc., beneficially own 1,011,450 shares of the
common stock of Factory 2 U Stores, Inc.  Conus Partners share
voting and dispositive powers over the stock.  The amount held
represents 5.64% of the outstanding common stock of Factory 2 U
Stores.

Factory 2-U voluntarily filed a petition to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 13, 2004, in
order to implement a comprehensive operational and financial
restructuring of its business. The Company is continuing normal
operations.

Factory 2-U Stores, Inc. operates 243 "Factory 2-U" off-price
retail stores which sell branded casual apparel for the family, as
well as selected domestics and household merchandise at prices
which generally are significantly lower than the prices offered by
its discount competitors. The Company operates 32 stores in
Arizona, 2 stores in Arkansas, 65 stores in southern California,
63 stores in northern California, 1 store in Idaho, 8 stores in
Nevada, 9 stores in New Mexico, 1 store in Oklahoma, 14 stores in
Oregon, 34 stores in Texas, and 14 stores in Washington.


FEDERAL-MOGUL: Committee Wants JH Cohn Limited to Asbestos Work
---------------------------------------------------------------
As previously reported, the Official Committee of Asbestos
Property Damage Claimants sought the Court's approval to tap J.H.
Cohn LLP's services in providing financial advisory and
restructuring services needed by the of the Federal-Mogul Debtors.  

The Official Committee of Unsecured Creditors represents the
interests of all unsecured non-asbestos personal injury claimants
-- trade creditors, litigation claimants, holders of rejection
damage claims and the holders of asbestos property damage claims.

The Creditors Committee, Eric M. Sutty, Esq., at The Bayard Firm,
in Wilmington, Delaware, explains, advocates for the rights and
interests of all unsecured creditors including property damage
claimants.  Significant progress towards reorganization has taken
place in the filing of the Plan and Disclosure Statement.  The
processing of asbestos property damage claims, which is a small
fraction of the total unsecured claims asserted against the
Debtors, is also moving forward.

The Creditors Committee and the Official Committee of Asbestos
Personal Injury Claimants believe that there is no need for the
PD Committee to retain J.H. Cohn LLP as accountants and financial
advisors to re-review and re-analyze the voluminous documentation
that has already been prepared and submitted in the Debtors'
Chapter 11 cases.  

If retained, J.H. Cohn will only duplicate the work of the
Creditors Committee's financial advisors going forward.  

Given that the Creditors Committee and its professionals already
represent the interests of all non-asbestos personal injury
unsecured creditors and given the advanced posture of these
cases, Mr. Sutty argues that the scope of services to be rendered
by J.H. Cohn should be limited.

Mr. Sutty asserts that J.H. Cohn should only be authorized to
provide services on issues that are unique to asbestos property
damage claimants, and not generally applicable to all unsecured
creditors.  

The Committees reserve the right to file a request to disband the
Asbestos Property Damage Committee. (Federal-Mogul Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOREST CITY: Selling $100 Million of 7.375% Senior Notes Due 2034
-----------------------------------------------------------------
Forest City Enterprises, Inc. (NYSE:FCEA)(NYSE:FCEB) agreed to
sell $100 million of 7.375% Senior Notes Due 2034 in a public
offering, which is expected to close February 10, 2004.

The Company expects to use the net proceeds from the offering to
repay recourse debt outstanding under the company's $350 million
credit facilities and for general corporate and working capital
purposes.

Morgan Stanley & Co. Incorporated acted as the book-running
manager and McDonald Investments Inc. acted as the co-manager of
the offering. Other underwriters included ABN AMRO Incorporated;
BNY Capital Markets, Inc.; Comerica Securities, Inc.; Credit
Lyonnais Securities (USA) Inc.; Harris Nesbitt Corp.; Quick and
Reilly, Inc.; and U.S. Bancorp Piper Jaffray Inc.

A copy of the final prospectus may be obtained from Morgan Stanley
& Co. Incorporated, 1585 Broadway, New York, NY 10036, Attn:
Prospectus Department.

Forest City Enterprises, Inc. (S&P, BB+ Corporate Credit Rating,
Stable) is a $5.3 billion NYSE-listed real estate company
headquartered in Cleveland, Ohio. The Company is principally
engaged in the ownership, development, acquisition and management
of commercial and residential real estate throughout the United
States. The Company's portfolio includes interests in retail
centers, apartment communities, office buildings and hotels in 21
states and the District of Columbia.


GEORGIA-PACIFIC: Inks Pact to Settle Pending Pension Lawsuit
------------------------------------------------------------
Georgia-Pacific Corp. and attorneys for former participants in the
company's pension plan for salaried employees have reached an
agreement to settle a class action lawsuit pending in the United
States District Court in Atlanta alleging that the plan mistakenly
underpaid plan participants who terminated employment and received
lump sum distributions from the plan.

The settlement, which is subject to court approval, provides that
the plan will pay additional pension benefits totaling $67 million
to members of the class, less attorneys' fees and costs of the
settlement.

"Although we have denied and continue to deny the allegations, we
believe the settlement is in the best interests of the plan's
participants and the corporation's shareholders," said Patricia
Barnard, Georgia-Pacific's executive vice president-human
resources.

Class counsel for the class of plan participants consisted of
Bradley J. Schram, Robert P. Geller, Bradford T. Yaker and Eva T.
Cantarella of Hertz, Schram & Saretsky, P.C., Bloomfield Hills,
Mich., and Allen C. Engerman of Law Offices of Allen C. Engerman,
P.C., Northbrook, Ill.  Mr. Schram and Mr. Engerman noted that the
settlement provides a fair resolution and closure after seven
years of litigation.

Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate
Credit Rating, Negative)  is one of the world's leading
manufacturers of tissue, packaging, paper, building products, pulp
and related chemicals. With 2002 annual sales of more than $23
billion, the company employs approximately 61,000 people at 400
locations in North America and Europe.  Its familiar consumer
tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products business has long been among the
nation's leading suppliers of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers.  For more information, visit http://www.gp.com/


GEORGIA-PACIFIC: Fourth-Quarter Results Swing Into Positive Zone
----------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) reported fourth quarter 2003 net
income of $31 million (12 cents diluted earnings per share)
compared with a net loss of $234 million (94 cents diluted loss
per share) for the same period of 2002.

Fourth quarter 2003 net income was $132 million (52 cents diluted
earnings per share) before the following unusual items:

     - A pretax credit of $66 million ($42 million after tax or 17
       cents diluted earnings per share) for an adjustment to an
       environmental reserve in the North America consumer
       products segment;

     - A previously reported, one-time gain of $50 million ($30
       million after tax or 12 cents diluted earnings per share)
       from the sale of most of the company's short-line railroad
       operations for $56 million in cash;

     - A pretax charge of $197 million ($163 million after tax or
       65 cents diluted loss per share) primarily for asset
       impairments, machine closures and employee severance costs
       in several businesses, including a $106 million charge to
       write off goodwill as a result of the proposed sale of two
       pulp mills; and

     - A pretax charge of $16 million ($10 million after tax or 4
       cents diluted loss per share), net of anticipated insurance
       recoveries, for adding an additional year to its rolling,
       10-year reserve for asbestos liabilities and defense costs.

In addition, net income for the fourth quarter 2003 included $27
million ($17 million after tax or 7 cents diluted loss per share)
in net stock-based compensation expense due to significant
appreciation in the price of its common stock during the quarter.

Fourth quarter 2002 net income was at break even before the
following unusual items:

     - A pretax charge of $315 million ($198 million after tax or
       79 cents diluted loss per share) for asbestos liabilities
       and defense costs, net of anticipated insurance recoveries;

     - A $298 million pretax loss ($30 million after tax or 12
       cents diluted loss per share) on the sale of the Unisource
       paper distribution business; and

     - A pretax charge of $8 million ($6 million after tax or 3
       cents diluted loss per share) for business separation and
       severance costs.

Georgia-Pacific's net sales increased approximately 18 percent to
$5.4 billion for the 14-week quarter ending Jan. 3, 2004, compared
with $4.5 billion in the fourth quarter 2002, which excludes $570
million of net sales from the Unisource paper distribution
business.  Georgia-Pacific divested 60 percent of Unisource in the
fourth quarter 2002 and now accounts for its 40 percent investment
in Unisource using the equity method.

"We are very pleased that our fourth quarter 2003 results exceeded
the previous year's quarter, including top line sales growth of
about 18 percent. Our North America consumer products business
finished the fourth quarter with momentum that carried into
January, and the mid-year strength in our structural panels
business continued for the balance of the year," said A.D. (Pete)
Correll, Georgia-Pacific chairman and chief executive officer.  
"During the year, we made significant progress in advancing our
strategic goals by further reducing overhead and operating costs,
repaying a significant amount of debt, advancing our ongoing
process of rationalizing our asset portfolio, and launching
massively improved versions of our flagship tissue and towel
brands.  We are well positioned to maintain this positive momentum
entering 2004.

"During 2003, strong cash flow helped reduce debt by nearly $900
million, or 8 percent, to $10.6 billion. We achieved half of this
in the fourth quarter.  In 2004, we will continue to focus on debt
reduction and returning our company to investment grade credit
ratings," Correll said.  "We will have reduced overhead by more
than $200 million in the two-year period including 2003 and 2004.  
Capital spending control and inventory management remain a way of
life, helping ensure that we maximize our cash flow for debt
reduction."

For the full year 2003, the company reported net income of $254
million ($1.01 diluted earnings per share) compared with a net
loss of $735 million ($3.09 diluted loss per share) for 2002.

Full year 2003 net income was $349 million ($1.39 diluted earnings
per share) before the following unusual items:

     - A pretax credit of $66 million ($42 million after tax or 17
       cents diluted earnings per share) for an adjustment to an
       environmental reserve in the North America Consumer
       Products segment;

     - A previously reported, one-time gain of $50 million ($30
       million after tax or 12 cents diluted earnings per share)
       from the sale of most of the company's short-line railroad
       operations for $56 million in cash;

     - A pretax credit of $102 million ($64 million after tax or
       25 cents diluted earnings per share) resulting from an
       increase in asbestos insurance receivables of $118 million
       offset by a charge to the asbestos liability reserve, net
       of insurance, of $16 million;

     - A charge of $106 million ($106 million after tax or 42
       cents diluted loss per share) to write off goodwill as a
       result of the proposed sale of two pulp mills;

     - Pretax charges of $243 million ($153 million after tax or
       61 cents diluted loss per share) for facility closures,
       severance costs and impairment of long-lived assets; and

     - An after tax credit of $28 million (11 cents diluted
       earnings per share) for the adoption of the asset
       retirement obligations accounting standard.

Income for the full year 2003 also included $47 million ($30
million after tax or 12 cents diluted loss per share) in stock
compensation costs.

For the year 2002, net income was $265 million ($1.12 diluted
earnings per share) before the following unusual items:

     - A pretax charge of $315 million ($198 million after tax or
       83 cents diluted loss per share) for asbestos liabilities,
       net of anticipated insurance recoveries;

     - A pretax charge of $298 million ($30 million after tax or
       13 cents diluted loss per share) for the loss on the sale
       of Unisource;

     - A pretax charge of $208 million ($170 million after tax or
       71 cents diluted loss per share) for the impairment of
       goodwill and long-lived assets of Unisource;

     - A pretax charge of $90 million ($57 million after tax or 25
       cents diluted loss per share) for facility closures,
       severance and separation costs; and

     - An after tax charge of $545 million ($2.29 diluted loss per
       share) from the adoption of the accounting standard on
       goodwill and other intangible assets.

Net sales for the year 2003 were $20.3 billion compared with $18.5  
billion in 2002, excluding $4.8 billion from the Unisource
business.

For the year 2003, cash provided by operations was $1.8 billion.  
The company made capital expenditures for property, plant and
equipment of $710 million during 2003.  In 2002, cash provided by
operations was $1 billion, and capital expenditures totaled $693
million.

                North America Consumer Products

The North America consumer products segment includes the company's
at-home and away-from-home tissue businesses as well as the Dixie
disposable tableware business.

The segment recorded a fourth quarter 2003 operating profit of
$167 million versus $187 million in fourth quarter 2002.  Included
in the fourth quarter 2003 results were pretax charges of $44
million primarily for asset impairments, employee separation and
machine closure costs, and a pretax credit of $66 million from
adjusting reserves for the future clean-up of the Fox River in
Wisconsin as a result of a revised EPA clean-up procedure for this
site.  Fourth quarter 2002 results included a $4 million insurance
recovery related to a fire at the company's Crossett, Ark., tissue
mill.

The segment recorded a 2003 operating profit of $601 million,
compared with an operating profit of $851 million for the previous
year.  Operating profit in 2003 included a pretax credit of $66
million on the adjustment of Fox River clean-up reserves and
pretax charges of $81 million related to asset impairments,
employee separation and machine closure costs. Operating profits
in 2002 included pretax charges of $31 million for facility
closures and costs related to the Crossett tissue mill fire.

"In the North America consumer products segment, costs remained
higher for raw materials and energy and, as planned, we incurred
additional costs in connection with the launch of our new Brawny
paper towels and Quilted Northern bath tissue.  Average domestic
tissue prices were down slightly compared with last year, while
shipments were down about 2 percent from a year ago," Correll
commented.  "In the past 15 months, we have brought our two new
through-air dried (TAD) tissue machines at Port Hudson, La. and
Wauna, Ore., on line. At the same time, however, we are in the
process of permanently shutting down excess tissue capacity that
is no longer competitive. We believe this difficult decision is
necessary for our long-term profitability.

"Looking ahead to 2004, we are very encouraged by the positive
momentum in this business and the easing of promotional price
competition," Correll concluded.

               International Consumer Products

The international consumer products segment markets both at-home
and away-from-home products such as bathroom and facial tissue,
handkerchiefs and paper towels as well as tabletop products for
foodservice in Europe and other locations.  Market-leading brands
include Lotus(R), Moltonel(R), Colhogar(R), Tenderly(R) and
Delica(R).

The segment recorded a fourth quarter 2003 operating profit of
$37 million, including a pretax charge of $15 million for
severance costs, compared with $26 million during the same quarter
a year ago.

The international consumer products segment reported an operating
profit of $160 million for the full year 2003, compared with $141
million for all of 2002.  Included in the 2003 results was a
pretax charge of $15 million for severance costs.  The currency
exchange rate between the U.S. dollar and the Euro accounted for
approximately $27 million of the year-over-year improvements.

"Within our international consumer products segment, we are
reorganizing our converting assets as part of a restructuring
program to reduce our overhead and operating costs, and to improve
our efficiency in the United Kingdom.  Our European business
remains strong, producing the third consecutive year of earnings
growth in a highly competitive market.  We are alert for expansion
opportunities, such as our recently announced joint venture in
Spain," Correll said.

                          Packaging

Georgia-Pacific's packaging segment includes four containerboard
manufacturing facilities and 55 converting operations.  Its Color-
Box subsidiary is the largest litho-laminated corrugated
manufacturer in North America.

The segment recorded an operating profit of $109 million in the
fourth quarter 2003, compared with $66 million in the fourth
quarter 2002.  The fourth quarter 2003 results include a $50
million pretax gain on the sale of railroad operations.

The packaging segment reported an operating profit of $345 million
for the full year 2003, compared with $323 million for all of
2002.  Full-year 2003 results include pretax gains on asset sales
of $68 million, including the sale of the railroad operations.

"Containerboard rollstock inventories dropped during the fourth
quarter 2003, due largely to strong mill shipments.  Fourth-
quarter box shipments were up 5.7 percent from 2002, which was
offset somewhat by box pricing that was 4 percent lower than last
year," Correll said. "We continue to closely monitor our
containerboard and packaging inventories, and production levels."

                   Bleached Pulp and Paper

The bleached pulp and paper segment is comprised of the company's
pulp, bleached board and communication papers businesses as well
as its 40 percent minority ownership in Unisource.

The segment recorded a fourth-quarter 2003 operating loss of $111
million, including the goodwill impairment charge of $106 million
in anticipation of the sale of the company's two non-integrated
pulp mills at New Augusta, Miss., and Brunswick, Ga., $6 million
of pretax machine closure charges and a $4 million operating loss
from its equity investment in Unisource.  Operating profit for
this segment was $21 million in the fourth quarter 2002.

The bleached pulp and paper segment reported an operating loss of
$133 million for the year 2003, which included pretax charges of
$162 million primarily for asset impairments and machine closure
costs, compared with operating profit of $58 million for 2002.

"Our bleached pulp and paper segment continued to face weak market
conditions for communication paper, with pricing down
approximately 2 percent and shipments down more than 1 percent
versus last year.

"In this segment, we took another significant step forward in our
ongoing rationalization of our asset portfolio by signing a letter
of intent to divest our two remaining non-integrated pulp mills,"
Correll said.  "We are very pleased with the value and the after-
tax proceeds we anticipate from this transaction."

                      Paper Distribution

In fourth quarter 2002, paper distribution reported a loss of $295
million including a $298 million loss from the sale of Unisource.  
The full-year loss of $516 million included a loss of $512 million
primarily resulting from the sale of Unisource.

                Building Products Manufacturing

The building products manufacturing segment includes the company's
structural panels, gypsum, lumber, industrial wood products and
chemical manufacturing businesses.

The segment recorded a fourth quarter 2003 operating profit of
$201 million versus an operating loss of $18 million in the fourth
quarter 2002. Included in the 2003 fourth quarter results were
pretax charges of $7 million primarily for asset impairments and
facility closure costs.

The building products manufacturing segment reported an operating
profit of $379 million for the full year 2003, compared with $129
million for 2002. Included in the 2003 results were pretax charges
of $40 million primarily for asset impairments and facility
closure costs.

Year-over-year plywood prices were up 15 percent, and lumber
prices were up 6 percent.  Oriented strand board prices, also
year-over-year, remained very strong at 74 percent above last
year.

"Our structural panels business turned in a record-breaking fourth
quarter performance.  Overall the panels and lumber businesses
were dramatically better than in 2002," Correll said.  "Record
housing starts and low interest rates kept pricing strong.  The
continuation of our strategy to produce and market differentiated
products is paying off in our gypsum business as evidenced by a 40
percent increase in sales for the Dens(R) family of products.

"We are very encouraged by continued strength in the housing
sector with December reports indicating housing starts at their
strongest level in decades and by stronger panels and lumber
prices," Correll continued.  "The turnaround in the panels
business that occurred mid-year 2003 appears to be sustainable
for some time to come."

              Building Products Distribution

The building products distribution segment is the leading business
of its kind in North America, supplying lumber and building
materials to dealers as well as large do-it-yourself warehouses.

The segment reported an operating profit of $22 million in the
fourth quarter of 2003 compared with an operating loss of $2
million in the same quarter a year ago. As announced previously,
the company is exploring strategic alternatives for this segment.

The building products distribution segment reported an operating
profit of $98 million for the full year 2003, compared with $50
million for 2002.

                            Other

The company's Other segment primarily includes unallocated
corporate expenses and the elimination of intersegment sales.

The segment reported a fourth quarter 2003 loss of $138 million
compared with a loss of $421 million for the same period of 2002.  
Included in the 2003 results was a pretax charge of $35 million
for asbestos costs, net of anticipated insurance recoveries,
litigation settlement costs and costs to monetize a portion of its
asbestos insurance receivable, as well as $27 million in stock
compensation costs.  The segment's fourth quarter 2002 results
included a $315 million pretax charge, net of expected insurance
proceeds, for adding to the company's reserve for asbestos costs.

For the year 2003, this segment reported a loss of $282 million
including a pretax credit of $102 million for the full-year
adjustment to the asbestos reserve after including a $118 million
increase in the company's asbestos insurance receivable, as well
as pretax charges of $69 million primarily for litigation,
monetization of the asbestos insurance receivable, and pension
settlement costs. The segment also incurred a pretax charge of $47
million for stock-based compensation costs. For the year 2002,
this segment reported a loss of $703 million, including $378
million of unusual pretax charges primarily for asbestos and
business separation costs.

"We are optimistic that economic conditions are improving,
creating a better operating environment for our businesses,"
Correll said. "We remain committed to our key goals of generating
cash to reduce debt, improving margins through higher-value
products and cost control, and effectively managing our company
for long-term value and maximum competitiveness."

Also, Georgia-Pacific provided an update on its asbestos
litigation. Current and projected asbestos liabilities continue to
be closely monitored by the company.  Its liabilities and defense
costs through the fourth quarter 2003 remained in line with
projections for the full year. As it has in prior years and as
previously disclosed, Georgia-Pacific extended its projections of
its asbestos liabilities and insurance recoveries an additional
year through 2013 and accrued these amounts in the fourth quarter
2003, resulting in a pretax charge of $16 million, net of
anticipated insurance recoveries.

In September, Georgia-Pacific completed agreements with two of its
insurers to confirm the total amounts of insurance to be paid by
those companies for Georgia-Pacific's asbestos liabilities and
costs during the period through 2012.  Because these amounts were
larger than Georgia-Pacific had assumed in calculating its
anticipated asbestos insurance receivables at the end of 2002, the
company recorded a pretax credit of $118 million to "Other income,
net" on its third quarter 2003 statement of operations.  At the
end of 2003, all of the company's available insurance was included
in its insurance receivable.

Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate
Credit Rating, Negative)  is one of the world's leading
manufacturers of tissue, packaging, paper, building products, pulp
and related chemicals. With 2002 annual sales of more than $23
billion, the company employs approximately 61,000 people at 400
locations in North America and Europe.  Its familiar consumer
tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products business has long been among the
nation's leading suppliers of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers.  For more information, visit http://www.gp.com/


GEO SPECIALTY: S&P Hatchets Sub. Debt & Corp. Credit Ratings to D
-----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
and subordinated debt ratings on GEO Specialty Chemicals Inc. to
'D'.

At the same time, the rating on GEO's senior secured bank debt was
lowered to 'CC' from 'CCC+'. The bank debt rating would be lowered
to 'D' upon a payment default of interest or principal, bankruptcy
filing or completion of other debt restructuring actions. GEO,
based in Cleveland, Ohio, had approximately $227 million of debt
outstanding as of Sept. 30, 2003.

"The downgrade follows GEO Specialty Chemicals' failure to make
the Feb. 2, 2004, interest payment due on its 10 1/8% $120 million
subordinated notes," said Standard & Poor's credit analyst Franco
DiMartino.

The company will have a 30-day period to cure this situation
before it becomes an event of default under the indenture. While
the company is engaged in discussions with its senior bank lenders
and its equity sponsor, Charter Oak Partners, aimed at securing
funds to cure the default, the company has not revealed a specific
plan that would enable it to achieve this goal. Because of a
significant deterioration in the company's operating performance
and numerous violations of the financial covenants in its bank
credit agreement over the past few years, GEO faces considerable
challenges to obtain the necessary funds that would allow it to
make the missed interest payment in a timely fashion.

The ratings on GEO Specialty Chemicals reflect meaningful erosion
in the company's operating performance and liquidity and
heightened concerns regarding its ability to meet near-term
financial commitments.

Privately held GEO manufactures and markets a diverse line of
specialty chemicals to a variety of industries, including
coatings, electronics, water treatment, construction, oil and gas
production, industrial rubber, and wire and cable. The company's
operating difficulties stem primarily from substantially reduced
volumes and profitability in the gallium market, which has not
recovered since its falloff in early 2001, as well as a weak
domestic economy in recent years and higher raw material costs,
which have negatively pressured results for GEO's other business
units.


GOODYEAR TIRE: Intends to Increase New Term Loan to $650 Million
----------------------------------------------------------------
The Goodyear Tire & Rubber Company (NYSE: GT) intends to increase
the amount of a new term loan being arranged by JPMorgan and
Citigroup from $300 million to $650 million.

The new term loan would be an addition to Goodyear's existing $1.3
billion asset-based credit facility.  The proceeds of the loan
would be used to partially repay Goodyear's existing U.S. term
loan, to repay other indebtedness and for general corporate
purposes.  The consummation of the transaction will be subject to
certain customary conditions, including the receipt of the consent
of the lenders holding a majority of the commitments under each of
Goodyear's senior secured credit facilities.

Goodyear has commenced discussions with the lenders under its
senior secured credit facilities, and those discussions will
include the amendment of those facilities to allow for the $650
million term loan and future capital markets transactions and to
provide the new term loan and Goodyear's existing $1.3 billion
asset-backed credit facility with a junior lien on certain of the
collateral securing the company's other senior secured U.S. credit
facilities.

"We are very happy with the level of interest this loan has
generated," said Robert W. Tieken, executive vice president and
chief financial officer. "This allows us to begin refinancing the
loans put in place last year and further position the company to
access capital markets going forward." Goodyear is the world's
largest tire company.  The company manufactures tires, engineered
rubber products and chemicals in more than 85 facilities in 28
countries.  It has marketing operations in almost every country in
the world. Goodyear employs approximately 88,000 people worldwide.

Goodyear (S&P, BB- Corporate Credit Rating, Negative) is the
world's largest tire company.  The company manufactures tires,
engineered rubber products and chemicals in more than 85
facilities in 28 countries around the world.  Goodyear employs
about 88,000 people worldwide.


GOODYEAR TIRE: Accelerates Shareholder Rights Plan Termination
--------------------------------------------------------------
The Goodyear Tire & Rubber Company (NYSE: GT) announced that its
Board of Directors has voted to amend Goodyear's shareholder
rights plan to accelerate its expiration date from July 29, 2006
to June 1, 2004.  This effectively terminates the shareholder
rights plan on June 1.

"These actions by our board are further evidence of Goodyear's
commitment to strong and responsive corporate governance," said
Robert J. Keegan, chairman and chief executive officer.

The board took note of the opposition of shareholders to such
plans, as had been demonstrated by votes on proposals seeking a
shareholder vote on redeeming the plan at Goodyear's last two
shareholder meetings.

In addition, the Board instituted restrictions on its ability to
adopt a shareholder rights plan in the future.

Goodyear (S&P, BB- Corporate Credit Rating, Negative) is the
world's largest tire company.  The company manufactures tires,
engineered rubber products and chemicals in more than 85
facilities in 28 countries around the world.  Goodyear employs
about 88,000 people worldwide.


HAMON CORP: Court Dismisses Involuntary Chapter 7 Petition
----------------------------------------------------------
Tuesday morning, United States Bankruptcy Judge Raymond T. Lyons
advised counsel for Hamon Corporation that the Consent Order
Dismissing the Involuntary Petition for Bankruptcy would be
entered by the Court, granting the dismissal without any further
hearing. It is anticipated that the Consent Order will be signed
by Judge Lyons prior to the close of business today.

This brings a swift conclusion to the involuntary bankruptcy
petition filed against Hamon Corporation on January 13, 2004 in
the United States Bankruptcy Court for the District of New Jersey.

From the onset, Hamon Corp has firmly maintained that actions
taken by ABN Amro Bank, NV, were clearly improper and without
merit. As a result of negotiations between ABN Amro Bank and
Hamon, ABN Amro agreed to consent to the dismissal of the
involuntary chapter 7 bankruptcy petition prior to any
adjudication. In exchange for the dismissal, Hamon has agreed to
release ABN Amro Bank from any potential damages which may have
been caused by the involuntary filing and Hamon Corp's allegation
that the involuntary petition was filed in bad faith.

"We are satisfied that this unfortunate event is now behind us and
we can again focus our total energies on running our business
operations." said Aart Nobel, the CEO of Hamon Corp.

Since the filing of the involuntary petition, Hamon has continued
to operate its businesses and manage its assets in the ordinary
course. It is important to note that while an involuntary Chapter
7 petition had been filed against Hamon, it was never adjudicated
to be a debtor under the United States Bankruptcy Code. Likewise,
the filing had no legal effect on the operation of its non-debtor
subsidiaries which were never the subject of the involuntary
petition filed against Hamon Corp.


HAWAIIAN AIRLINES: Needs More Concessions from Flight Attendants
----------------------------------------------------------------
The trustee of the Hawaiian Airlines bankruptcy outlined a plan at
a meeting in Los Angeles, CA, on Jan. 27 that includes a demand
for more concessions from the flight attendants, even while the
airline has returned to profitability.

Hawaiian flight attendants, represented by the Association of
Flight Attendants-CWA, AFL-CIO, have already sacrificed to help
turn the airline around by agreeing to a package of contract
concessions last March that will save the airline $3.475 million
per year.

"We will review the airline's finances and the Trustee's business
plan to determine whether more concessions are essential," said
AFA Hawaiian Airlines Master Executive Council President Sharon
Soper. "There has to be a better plan for Hawaiian Airlines to
survive in the long-term than more sacrifices from its employees."

Flight attendant sacrifices in March 2003 provided the airline
with significant productivity improvements, giving the airline
more flexibility in scheduling and the ability to code share with
American Eagle and America West Airlines. Changes to the reserve
program and modifications in the sick leave policy and accrual
rates that were also made have contributed significantly to the
airline's return to profitability.

In the Jan. 27 meeting, Hawaiian's bankruptcy trustee said that if
the workers don't agree to more concessions, he will file a
Section 1113 motion with the bankruptcy court to force concessions
on the workers. "Forcing concessions through the bankruptcy court
would be like declaring war on Hawaiian's employees," Soper said.

More than 46,000 flight attendants at 26 airlines, including 900
at Hawaiian, join together to form AFA-CWA, the world's largest
flight attendant union. AFA is part of the 700,000 member strong
Communications Workers of America, AFL-CIO. Visit
http://www.afanet.org/


HOLLYWOOD CASINO: Takes Steps to Sell Riverboat Casino & Hotel
--------------------------------------------------------------
HCS I, Inc., the managing general partner of Hollywood Casino
Shreveport, announced that its Board of Directors has initiated a
process that it hopes will result in the sale or other disposition
of the riverboat casino/hotel complex of HCS located in
Shreveport, Louisiana.

HCS, an indirect subsidiary of Penn National Gaming, Inc. (Nasdaq:
PENN), was acquired by Penn National in March 2003 as part of its
acquisition of Hollywood Casino Corporation. The announcement
followed action by the Board authorizing HCS's financial advisor,
Libra Securities LLC, to begin contacting potential acquirors. The
Board also authorized the creation of an independent committee to
oversee the sale process, consisting of the director who is not
employed directly by Penn National Gaming. The Board created the
independent committee in the event that Penn National seeks to
participate as a bidder in the sale process.

The Board took action after consultation with an ad hoc committee
of holders of the $150 million First Mortgage Notes due 2006 and
the $39 million Senior Secured Notes due 2006 issued by HCS and
its subsidiary Shreveport Capital Corporation. Although no formal
agreement has been reached with the ad hoc committee regarding the
sale process, HCS anticipates that it will consult with the ad hoc
committee throughout the process.

There can be no assurance that the process will result in the sale
or other disposition of the riverboat casino/hotel complex or
that, if it does, the sale proceeds will be adequate to pay the
Notes in full. HCS currently anticipates that any transaction
would be effected through a federal bankruptcy proceeding.

The Board also determined not to authorize HCS to make the
February 1, 2004 interest payments, aggregating $12.3 million, due
on the Notes. As previously reported by HCS, the Notes have been
in default under the terms of their respective note indentures
since March 2003.

HCS I is a wholly owned, indirect subsidiary of Penn National
Gaming, Inc. and the Notes are non-recourse to Penn National
Gaming, Inc.

Hollywood Casino Shreveport is a riverboat casino/hotel complex
located on the Red River in Shreveport, Louisiana.


HUGHES ELECTRONICS: Appoints Churchill, Hunter & Pontual as EVPs
----------------------------------------------------------------
Hughes Electronics Corporation (NYSE: HS) President and CEO Chase
Carey announced the appointment of Bruce Churchill, Larry Hunter
and Romulo Pontual as executive vice presidents of the company.

"Bruce, Larry and Romulo bring a unique combination of expertise,
experience and business acumen to Hughes," said Mr. Carey. "Hughes
operates in a highly competitive environment and I am confident
that they will enable us to continue to build on our successes and
be the recognized leader in our businesses."

Mr. Churchill, who joins Hughes as chief financial officer, will
oversee financial operations and work closely with Mr. Carey in
developing and executing the company's strategic plan focusing on
key initiatives. He will also oversee the operations of DIRECTV
Latin America, which is on schedule to emerge from Chapter 11
bankruptcy protection this quarter.

Mr. Churchill has also been elected to the Board of Directors of
PanAmSat Corp., which is 81 percent owned by Hughes. Prior to
joining Hughes, Mr. Churchill served as president and chief
operating officer of STAR, News Corporation's Asian satellite
television and multi-media service.

Mr. Hunter, who has been with Hughes since 1993, most recently as
senior vice president and general counsel, will continue to serve
as general counsel overseeing the company's legal strategy as well
as regulatory and legislative affairs.

Mr. Pontual, who joins Hughes from News Corporation, will oversee
technology and strategic initiatives for Hughes' satellite
platforms. Prior to joining Hughes, Mr. Pontual served as
executive vice president for Television Platforms, responsible for
the development of News Corporation's Sky Platforms.

Pat Doyle, who has been with Hughes since 1992, was also promoted
to senior vice president, controller, treasurer and chief
accounting officer.

"Mr. Doyle has been an invaluable part of Hughes for a number of
years and his experience and expertise will be very important to
Hughes' future," said Mr. Carey. Mr. Doyle has also been elected
to the PanAmSat Board of Directors.

News Corporation completed its acquisition of 34 percent of Hughes
common stock last December.

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.

Hughes Electronics Corporation is a unit of General Motors
Corporation. The earnings of HUGHES are used to calculate the
earnings attributable to the General Motors Class H common stock
(NYSE: GMH).

                         *   *   *

As previously reported in Troubled Company Reporter, 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-


ILLINOIS POWER: On S&P's Watch Pos. over Acquisition by Ameren
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on electric utility Illinois Power Co., a subsidiary of
Dynegy Inc., on CreditWatch with positive implications following
the announcement that Ameren Corp. has agreed to purchase Illinois
Power.

Standard & Poor's also affirmed its 'B' corporate credit rating on
Dynegy. The outlook on Dynegy and its other subsidiaries remains
negative.

The affirmation of the remaining Dynegy units reflects Standard &
Poor's current assessment of the firm's business model, risk
level, and financial profile.

"The proposed transaction, if completed, is consistent with
Dynegy's strategy to redefine its business because it provides for
the elimination of an intercompany note and the transfer of
Illinois Power debt to Ameren," said Standard & Poor's credit
analyst John Kennedy.

The terms of the deal include the assumption of $1.8 billion of
Illinois Power debt by Ameren, the payment of $400 million in cash
to Dynegy, and the elimination of a $2.3 billion intercompany note
between Dynegy and Illinois Power, which would save Dynegy $170
million in annual interest expense.

The note is related to the transfer of Illinois Power's generating
assets that occurred after the companies merged. Dynegy could
further improve its balance sheet by using the cash proceeds to
pay down additional debt.

"Still, even if Dynegy is able to dispose of its Illinois Power
obligations, the firm will still be burdened with a massive amount
of debt leverage retained from the prior failed business strategy.
Notably, the firm's business model is dependent on increasing
power prices as a source of improved cash flow needed for debt
reduction," said Mr. Kennedy.


ILLIONIS POWER: Fitch Places Low-B/Junk Ratings On Watch Positive
-----------------------------------------------------------------
Illinois Power Company's 'B' senior secured debt, 'CCC+'
indicative senior unsecured rating and 'CC' preferred stock have
been placed on Rating Watch Positive by Fitch Ratings.
The rating action follows the recent announcement by Dynegy Corp.
(DYN, senior unsecured rated 'CCC+', Outlook Positive) that it had
entered into an agreement with Ameren Corp. (Ameren, senior
unsecured rated 'A-', Stable) through which Ameren will acquire
all of the outstanding common and preferred stock of IP. The $2.3
billion purchase price consists of the assumption of IP's debt,
approximately $1.8 billion, $400 million of cash, subject to
working capital adjustments, and a $100 million escrow that will
be released in full on December 31, 2010, or sooner on the
occurrence of specified events relating to contingent
environmental liabilities associated with IP's former generating
facilities. The transaction is contingent upon a related agreement
in which DYN has contracted to sell 2,800 MW of capacity and
energy to IP for two years beginning in January 2005. Necessary
regulatory approvals for the sale include the Illinois Commerce
Commission, the Federal Regulatory Commission, the Securities and
Exchange Commission and other governmental and regulatory
agencies. Pending the receipt of approvals, the acquisition is
expected to close in the fourth quarter of 2004.

The Positive Rating Watch for IP reflects Fitch's expectation that
the transaction would be completed as currently structured, and
takes into consideration the higher credit quality of Ameren
compared with that of current owner, DYN. The ratings of IP are
currently constrained by those of DYN due to a large intercompany
note, as well as the structural and functional ties between the
affiliated companies. On a standalone basis, IP has historically
demonstrated a stable, albeit weak, financial profile, with lower
risk transmission and distribution operations.

The ratings for DYN and Dynegy Holdings Inc. (DHI, senior
unsecured debt 'CCC+', Outlook Positive) remain unchanged.
Favorable considerations include elimination of DYN's intercompany
note with IP and reduced consolidated debt levels. Net cash
distributions from IP do not provide material support to DYN and
DHI's ratings. DYN continues to face several key challenges going
forward. They include managing the cash drain from outstanding
tolling contracts and the practical limits of meaningfully
reducing debt levels through cash from operations. Anticipated
cash flows from remaining operations are still weak relative to
its high debt burden and any financial recovery should be gradual.

IP is a transmission and distribution utility serving more than
590,000 electric and 410,000 gas customers in Decatur, Illinois.
DYN provides electricity, natural gas and natural gas liquids to
wholesale customers in the U.S. and to retail customers in
Illinois.


JPS INDUSTRIES: Fails to Meet Nasdaq Continued Listing Standards
----------------------------------------------------------------
JPS Industries, Inc. (Nasdaq: JPST) announced that on February 2,
2004 it received notification from the Listing Qualifications
Department of The Nasdaq Stock Market, Inc., indicating that,
based on the Company's Annual Report on Form 10-K for the period
ended November 1, 2003, the Company does not meet the minimum
standards for continued listing on The Nasdaq National Market.

NASD Rule 4450(a)(3) requires that, for continued quotation on The
Nasdaq National Market, a company must maintain stockholders'
equity of at least $10 million. Under an alternative standard,
NASD Rule 4450(b)(3) requires that a company's market value of its
publicly held shares be at least $15 million. Currently, neither
the Company's stockholders' equity nor the market value of its
publicly held shares meet the minimum requirements for continued
listing on The Nasdaq National Market.

The Company has been requested to provide to Nasdaq the Company's
specific plan to achieve and sustain compliance with all Nasdaq
National Market listing requirements. If, after conclusion of its
review of the Company's plan, Nasdaq determines that the Company
has not presented a definitive plan to achieve compliance in the
short term and sustain compliance in the long term, Nasdaq will
provide written notification that the Company's securities will be
delisted. At that time, the Company may appeal that decision to a
Nasdaq Listing Qualifications Panel.

Michael L. Fulbright, JPS's chairman, president and chief
executive officer, stated, "We are reviewing all options available
to us to return to compliance with The Nasdaq National Market's
continued listing requirements, as well as all alternatives that
will be in the best interests of our stockholders."

There can be no assurance that the Company will be able to take
actions sufficient to bring it back into compliance with The
Nasdaq National Market continued listing criteria within the
allotted period of time.

JPS Industries, Inc. is a major U.S. manufacturer of extruded
urethanes, polypropylenes and mechanically formed glass substrates
for specialty industrial applications. JPS specialty industrial
products are used in a wide range of applications, including:
printed electronic circuit boards; advanced composite materials;
aerospace components; filtration and insulation products; surf
boards; construction substrates; high performance glass laminates
for security and transportation applications; plasma display
screens; athletic shoes; commercial and institutional roofing;
reservoir covers; and medical, automotive and industrial
components. Headquartered in Greenville, South Carolina, the
Company operates manufacturing locations in Slater, South
Carolina; Westfield, North Carolina; and Easthampton,  
Massachusetts.
    
As reported in Troubled Company Reporter's Monday Edition, the
Company expects that in 2004 its required pension contributions
will be $7.4 million absent legislative changes in funding rules
and again expect cash flow from operations to cover the vast
majority of the obligation.

The Company has obtained waivers for the violations of certain
covenants related to its credit agreement and have extended the
maturity of the credit facility to November 1, 2004. In addition,
the Company also anticipates filing a Schedule TO next week to
permit the voluntary tender to the Company of certain employee
stock options. If all eligible options are tendered, the total
cost to the Company would be less than $100,000.


KMART CORP: Demands 45 Late Filed Claims Disallowed & Expunged
--------------------------------------------------------------
The Kmart Corporation Debtors assert that 45 claims, aggregating
$1,378,143, were filed by Florida Tax Collectors after the Claims
Bar Date established by the Court:

          Type of Claim                  Claim Amount
          -------------                  ------------
          Secured                            $599,192
          Priority                            778,951

Thus, the Debtors ask the Court to disallow and expunge the late-
filed claims. (Kmart Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KNIGHTHAWK INC: Obtains Creditor Approval of Restructuring Plan
---------------------------------------------------------------
KnightHawk Inc. announced that at meetings of the creditors that
were held on January 28, 2004, for KnightHawk Air Express and
Kelowna Pacific Railway the creditors voted to accept the proposal
offered to them under the Notice of Intention to file a proposal,
dated October 24, 2003. It is expected that an application for
Court approval of the proposal will be heard prior to the end of
February, 2004.

2734141 Canada Inc. dba KnightHawk Air Express and Kelowna Pacific
Railway Ltd., each filed a Proposal under Part III Division I of
the Bankruptcy and Insolvency Act with the Superior Court of
Ontario.

In addition, the company is hopeful that it can negotiate and
conclude arrangements with its secured creditors within the next
30 days.

KnightHawk provides contract rail and air cargo services, carrying
freight both domestically and transborder between Canada and the
United States. KnightHawk's rail operations are conducted through
its subsidiary the Kelowna Pacific Railway which operates 104
miles of former CN trackage in the Okanagan Valley of British
Columbia.

KnightHawk's air division operates a fleet of 5 aircraft and
during the past ten years and over 45,000 flying hours has
maintained an on-time performance record of over 99%, a crucial
reliability factor for its customers. For further information,
visit the company's Web site at http://www.knighthawk.ca/


LUBY'S INC: Annual Shareholders' Meeting Set for February 26, 2004
------------------------------------------------------------------
The 2004 Annual Meeting of Shareholders of Luby's, Inc., a
Delaware corporation, will be held at the Hilton San Antonio
Airport Hotel, 611 Northwest Loop 410, San Antonio, Texas 78216,
on Thursday, February 26, 2004, at 9:00 a.m., Central time, for
the following purposes:

    (1) To elect four directors to serve until the 2007 Annual
        Meeting of Shareholders;

    (2) To approve the appointment of Ernst & Young LLP as
        independent auditor for the 2004 fiscal year;

    (3) To act upon one nonbinding shareholder proposal to
        declassify the elections of directors; and

    (4) To act upon such other matters as may properly come before
        the meeting or any adjournment or postponement thereof.
    
The Board of Directors has determined that shareholders of record
at the close of business on January 22, 2004, will be entitled to
vote at the meeting.

                         *   *   *

As reported in Troubled Company Reporter's May 27, 2003 edition,
Luby's was notified by its subordinated note holders, Chris and
Harris Pappas, that as a result of the ongoing default under the
Company's senior indebtedness (bank debt), the Company's
subordinated debt held by the Pappases was also in default. The
bank debt default also triggered an automatic suspension of
interest payments on the subordinated debt.


METROPOLITAN INVESTMENT: Files for Chapter 7 Liquidation in Wash.
-----------------------------------------------------------------
Metropolitan Investment Securities, Inc., a subsidiary of Summit
Securities, Inc., filed for protection under Chapter 7 of the U.S.
Bankruptcy Code.

The voluntary petition was filed in the Eastern District of
Washington, located in Spokane, Washington. The filing creates a
bankruptcy estate of MIS' assets which the court appointed trustee
will liquidate over a brief time.

MIS' assets principally consisting of a cash operating account and
two segregated accounts established pursuant to an agreement
entered into by MIS with the National Association of Securities
Dealers in connection with MIS' settlement with the NASD in
October 2003. The first account holds $1 million in a special
escrow account for payment to finally resolved claims of certain
customers of MIS. The other account, the restitution account, was
created to provide identified restitution amounts to certain
customers identified by the NASD. Of the approximate $2.8 million
originally deposited into that account, nearly $2.2 million has
been distributed to customers since November 2003 when the
restitution account was created.

The filing follows MIS' decision to cease operations on
December 15, 2003. MIS' sole activity since mid-December has been
servicing its obligation under the agreement with the NASD,
transferring all of its customer accounts to other broker dealers
and winding down its operations. At the time of filing, MIS had no
customer accounts and no employees, officers or directors.


METROPOLITAN MORTGAGE: Files Chapter 11 Petition in Washington
--------------------------------------------------------------
Metropolitan Mortgage & Securities Co., Inc. and Summit
Securities, Inc., filed for bankruptcy relief under Chapter 11 of
the bankruptcy code.

The filing occurred in the U.S. Bankruptcy Court for the Eastern
District of Washington, in Spokane, and followed the companies'
earlier announcement that the filing was expected this week. The
companies' insurance subsidiaries are financially sound, remain
operating and were not included in the filing.

"We believe Chapter 11 gives us the best opportunity to restore
trust and faith in the companies," said Bill Smith, Chief
Financial Officer for both companies. "As we said earlier, we
anticipate putting into place a plan of reorganization that will
allow the companies to combine and reorganize through a debt-for-
equity arrangement. This arrangement will likely provide current
bondholders and creditors with substantially all ownership in the
reorganized company."

"We are working cooperatively with bondholders, creditors and the
court and plan to emerge as soon as possible from bankruptcy with
a strong, vibrant company operating with the highest level of
integrity," said Smith. "We know that our exit from bankruptcy is
a difficult process that could take up to a year, and we also know
the anguish this filing may have caused our investors and those
who have put their faith in us. We are firmly committed to
satisfying our financial obligations to the maximum extent
possible."

These Chapter 11 filings do not affect the continuing operations
of the companies' subsidiary insurance companies, which will
continue their business as usual. The insurance company
subsidiaries remain subject to the jurisdiction of state insurance
regulators charged with protecting the interests of policyholders
and claimants in all states and territories. The insurance
companies remain committed to cooperate with the state insurance
regulators in their efforts to protect the interests of
policyholders and annuitants.

Metropolitan and Summit emphasized that the restructuring process
should have little effect on their ability to fulfill their
obligations to employees or to pay vendors for goods and services.
As a result of the Chapter 11 filings, the companies will be
prohibited from paying certain pre-filing obligations. In due
course, the companies believe the court will permit them to
continue post-filing daily operations without interruption.


MIRANT CORP: Wants Approval of Oak Mountain Compromise Agreement
----------------------------------------------------------------
Prior to the Petition Date, Mirant Mid-Atlantic LLC and Oak
Mountain Products LLC entered into:

   * a Solid Synthetic Fuel Sales Agreement dated April 15, 2002;
     and

   * the First Amendment to the Solid Synthetic Fuel Sales
     Agreement dated July 11, 2003.

Under the Agreements, Oak Mountain sold and Mirant Mid-Atlantic
purchased synthetic fuel to be used at the Debtors' generating
facilities including the Morgantown Facility.  Pursuant to the
First Amendment, Mirant Mid-Atlantic delivered by wire transfer
to Oak Mountain $2,000,000 to an Oak Mountain account.  However,
John Penn, Esq., at Haynes and Boone LLP, in Dallas, Texas, tells
Judge Lynn that Mirant Mid-Atlantic erroneously transferred the
Collateral to Cinergy Marketing and Trading, an Oak Mountain
affiliate.  Despite the erroneous transfer, Mirant Mid-Atlantic
posted the Collateral as security for purchases to be made under
the Agreements and Oak Mountain intended to draw down on the
Collateral as payment for the product delivered to the Morgantown
Facility.

From July 7, 2003 through July 14, 2003, Oak Mountain delivered
53,539 tons of synthetic fuel to the Debtors' Morgantown
Facility.  On July 17, 2003, Oak Mountain made a written demand
for reclamation of the Goods pursuant to Section 546(c)(2) of the
Bankruptcy Code.  Oak Mountain also initiated an adversary
proceeding with respect to the reclamation of the Goods.

Under the Adversary Proceeding, Oak Mountain sought to reclaim
$2,081,438 worth of goods.  Mirant Mid-Atlantic disputes this
amount and believes that the correct amount is $2,031,127.

As the Debtors continue to use synthetic fuel at the Morgantown
Facility, the Debtors have consumed the Goods in the regular
production of power.  According to Mr. Penn, throughout the
pendency of this dispute, Oak Mountain and the Debtors continued
to maintain a postpetition business relationship.  The Debtors
believe that maintaining the business relationship with Oak
Mountain is important to the estate that is necessary for an
effective reorganization.

Accordingly, Mirant Mid-Atlantic immediately commenced
negotiations with Oak Mountain to resolve the issues in the
Complaint.  To better facilitate negotiations, Mirant Mid-
Atlantic researched its records to assess the assertions made in
the complaint, including the facts necessary to prove the
elements of a reclamation claim.  In addition, while researching
its accounting records, Mirant Mid-Atlantic determined that the
transfer of Collateral had occurred according to the terms of the
First Amendment and that Oak Mountain had not applied the
Collateral to any outstanding invoices.  Mr. Penn relates that
during the settlement discussions, Oak Mountain and Mirant Mid-
Atlantic exchanged invoices and billing statements to reconcile
the value of the Goods.

Consequently, as a result of good faith, arm's-length
negotiations, Mirant Mid-Atlantic and Oak Mountain agreed to
entered into a Compromise of Controversy, having these terms:

   (a) Oak Mountain may apply the Collateral to any outstanding
       balances resulting from the delivery of the Goods;

   (b) Oak Mountain will be entitled to an administrative claim
       for $31,127 to be paid upon the effective date of the
       Debtors' plan of reorganization in complete satisfaction
       for any deficiency remaining after application of the
       Settlement Payment to the outstanding balances;

   (c) Oak Mountain will dismiss the Adversary Proceeding with
       prejudice against Mirant Mid-Atlantic; and

   (d) The Settlement will resolve any and all prepetition
       claims between Oak Mountain and Mirant Mid-Atlantic
       arising from the delivery of the Goods.

Mr. Penn asserts that pursuant to Rule 9019 of the Federal Rules
of Bankruptcy Procedure, the settlement is fair and reasonable
as:

   (i) The Goods were delivered during the alleged time period
       and, at the time of the Reclamation Demand, Mirant
       Mid-Atlantic still possessed the Goods.  Thus, unless
       Mirant Mid-Atlantic will prevail on an affirmative
       defense, Oak Mountain might be entitled to an
       administrative expense in the amount of the value of the
       Goods;

  (ii) Litigating the Reclamation Claim would generate
       substantial costs to the estate; and

(iii) The Debtors will be able to maintain their relationship
       with Oak Mountain on a going forward basis. (Mirant
       Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


MORGAN STANLEY: Fitch Drops Ratings on Classes K, L & M Notes
-------------------------------------------------------------
Morgan Stanley Capital 1 Inc.'s commercial mortgage pass-through
certificates, series 1999-FNV1, are downgraded by Fitch Ratings as
follows:

        -- $7.9 million class K to 'B' from 'B+';
        -- $6.3 million class L to 'B-' from 'B';
        -- $6.3 million class M to 'CCC' from 'B-'.

In addition, the following classes are affirmed by Fitch:

        -- $57 million class A-1 'AAA';
        -- $339.9 million class A-2 'AAA';
        -- Interest-only class X 'AAA';
        -- $33.2 million class B 'AA';
        -- $26.9 million class C 'A';
        -- $12.6 million class D 'A-';
        -- $30 million class E 'BBB';
        -- $14.2 million class F 'BBB-';
        -- $20.5 million class G 'BB+';
        -- $7.9 million class H 'BB';
        -- $9.5 million class J 'BB-';
        -- $9.5 million class N 'CC'.

Fitch does not rate the $5.7 million class O certificates.

The downgrades are a result of the significant expected losses
associated with some of the specially serviced loans, which will
severely impact the non-rated class O certificates thus reducing
the subordination levels of non-investment grade classes. In
addition, there are current interest shortfalls affecting classes
M, N and O which have been caused by appraisal reductions on some
of the specially serviced loans. Fitch is unable to determine at
this time when the interest shortfalls will be repaid.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end 2002 financials for 92% of the pool balance. Based on the
information provided the resulting YE 2002 weighted average debt
service coverage ratio is 1.65 times compared to 1.40x at issuance
for the same loans.

Currently, six loans (5.1%) are in special servicing. The largest
loan is secured by a retail property in Sevierville, Tennessee and
is currently 90 days delinquent. The decline in performance has
been caused by tenant vacancies at the property. The special
servicer is proceeding with foreclosure. Two loans are real
estate-owned, one (1.3%) which was originally secured by eight
assisted living facilities located in Alabama, with four of the
eight facilities remaining. The properties remain listed for sale
with some interest, but no buyer at this time. The second REO loan
is an extended stay hotel (1.0%) located in Norcross, GA.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


NATIONAL CENTURY: Asks Court to Disallow 30 Settled Claims
----------------------------------------------------------
The National Century Debtors discovered that they have no valid
obligation to 30 claims filed against them and their estates in
light of settlements that have been entered into or negotiated.

In particular, 11 Claimants consummated a settlement with the
Debtors.  Under the settlement, the Debtors owe no net liability
to the Claimant on account of the Settled Claim:


   Creditor                               Claim No.  Claim Amt.
   --------                               ---------  ----------
   Allegiant Physician Services, Inc.        728     $6,000,000
   Frome Corporations (MPPMG et al.)         710      6,000,000
   Howrey Simon Arnold & White, LLP          367      3,312,874
   LocumTenens.Com LLC                       729      6,000,000
   Surgical Information Systems, LLC         726      6,000,000
   Surgical Information Systems, LLC       30416         16,441
   Surgical Information Systems, LLC         727      6,000,000
   Braintree Manor Nursing, LLC              332              0
   Fall River Nursing, LLC                   334              0
   South Boston Nursing, LLC                 333              0
   Stoughton Nursing, LLC                    335              0

According to Charles M. Oellermann, Esq., at Jones, Day, Reavis &
Pogue, in Columbus, Ohio, each of the settlements have been
approved by the Court and has been consummated.  Thus, no
liability is due and owing with respect to the Settled Claims
identified, and the claims should be disallowed.

In addition, Mr. Oellermann points out that Quantum Health, Inc.
filed Claim No. 687.  Quantum Health has also entered into
settlement documentation, pursuant to which Quantum agreed that
it owes a net liability to the Debtors.  Quantum Health agreed to
a settlement that has been approved by the Court but is awaiting
final closing.  Thus, no liability is due and owing with respect
to the associated Settlement Claim.

Moreover, 18 Claimants are engaged in continuing negotiations
with the Debtors regarding the settlement of claims, each has
agreed in principle that the Claimant will have no net claims
against the Debtors:

   Creditor                               Claim No.   Claim Amt.
   --------                               ---------   ----------
   Doctors Community Healthcare Corp.        392    $600,000,000
   Doctors Community Healthcare Corp.        393     600,000,000
   Doctors Community Healthcare Corp.        394     600,000,000
   Doctors Community Healthcare Corp.        395     600,000,000
   Doctors Community Healthcare Corp.        396     600,000,000
   Doctors Community Healthcare Corp.        397     600,000,000
   Doctors Community Healthcare Corp.        398     600,000,000
   Doctors Community Healthcare Corp.        733     310,000,000
   Doctors Community Healthcare Corp.        734     310,000,000
   Doctors Community Healthcare Corp.        735     310,000,000
   Doctors Community Healthcare Corp.        736     310,000,000
   Doctors Community Healthcare Corp.        737     310,000,000
   Doctors Community Healthcare Corp.        738     310,000,000
   Doctors Community Healthcare Corp.        739     310,000,000
   Intercare Health Systems, Inc.            365      22,000,000
   Long Island Health Assoc. Corp.           696      20,000,000
   Long Island Health Assoc. Corp.           697      20,000,000
   Senex Services Corp., Senex Funding       700         234,898

Although those negotiations have not been completed, the Debtors
anticipate that the Claimants ultimately will agree to
disallowance of the applicable Settled Claims.  The Debtors
intend to update the Court regarding the status of the
negotiations.

Therefore, the Debtors ask the Court to disallow the Settled
Claims. (National Century Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NAT'L STEEL: Gets Go-Ahead to Assume & Assign Lease Mining Rights
-----------------------------------------------------------------
National Steel Corporation and its debtor-affiliates sought and
obtained the Court's authority to assume a lease of coal and coal-
related mining rights with the Youghiogheny and Ohio Coal Company.  
The Debtors obtained permission to assign the Y&O Lease once they
have located a suitable assignee.

The Debtors entered into the Y&O Lease in 1975 to provide
economical access to coal, which could be utilized in the ordinary
course of their businesses. Pursuant to the Y&O Lease, the Debtors
have the rights to coal in the Freeport scams on 8,000 acres of
land in Rostraver Township, Westmoreland County and Washington and
Perry Townships in Fayette County, in Pennsylvania.  The term of
the Y&O Lease extends until the time all the mineable and
merchantable coal is exhausted from the property.  In
consideration for the rights to the coal, the Debtors are
obligated to pay the lessor a royalty amounting to $0.60 per ton
of clean coal mined, removed and shipped from the property.  Upon
entering into the Lease, the Debtors prepaid the advance and
minimum royalty payments, aggregating to $5,000,000, which will be
due under the Y&O Lease.

Having discontinued their operations and sold substantially all
their assets to U.S. Steel, do not require the coal. However, the
Debtors believe that the Y&O Lease retains economic value and
should not be rejected pursuant to the Plan.

Because the minimum and advance Royalty was prepaid, there will
be no ongoing, regular obligations to the lessor under the Y&O
Lease until the time a coal removal is commenced.  The only
current obligation under the Y&O Lease is the payment of property
taxes, which amount to $100,000 a year.  All property taxes
assessed to date have been paid.  Therefore, the Debtors will
incur little or no cost in assuming the Y&O Lease and seeking to
assign it to a third party. (National Steel Bankruptcy News, Issue
No. 43; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OLD UGC: Creditors Must File Claims by February 26, 2004
--------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York, set 5:00 p.m. on February 26, 2004, as the deadline for
all creditors owed money by Old UGC, Inc., on account of claims
arising prior to January 12, 2004, to file their proofs of claim.

Creditors must file written proofs of claim.  

All known creditors were supplied with customized claim forms
reflecting how the Debtors scheduled their claims.  Claim forms
will be delivered by ordinary mail to:

     a. the United States Trustee;

     b. the known holders of claims listed on the Schedules;

     c. all parties known to the Debtor as having potential
        claims against the Debtor's estate;

     d. all persons or entities that have requested notice of
        the proceedings in this chapter 11 case;

     e. all persons or entities that have filed claims;

     f. the Internal Revenue Service for the Southern District
        of New York;

     g. the Securities and Exchange Commission;

     h. all counterparties to the Debtor's executory contracts
        and unexpired leases listed on the Schedules at the
        addresses stated therein; and

     i. such additional persons and entities as deemed
        appropriate by the Debtor.

Blank proof of claim forms are available for free at
http://www.uscourts.gov/bankform/

Seven categories of claims are exempted from the Bar Date:

     (a) claims already properly filed;

     (b) claims scheduled in the right amount and not disputed,
         contingent or unliquidated;

     (c) claims previously allowed by the Bankruptcy Court;

     (d) claims already paid in full;

     (e) claims subject to another bankruptcy court-imposed
         deadline

     (f) principal, interest, and other applicable fees and      
         charges claims; and

     (g) administrative expense claims.  

Headquartered in Denver, Colorado, Old UGC, Inc.--
http://www.UnitedGlobalcom.com-- is one of the largest broadband  
communications providers outside the United States and provides
full range of video, voice, high-speed Internet, telephone and
programming services. The Company filed for chapter 11 protection
on January 12, 2004 (Bankr. S.D.N.Y. Case No. 04-10156).  David A.
Levine, Esq., at Cooley Godward, LLP and Jay R. Indyke, Esq., at
Kronish Lieb Weiner & Hellman, LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed $846,050,022 in total assets and
$1,371,351,612 in total debts.


PACER INT'L: Reports Improved Fourth-Quarter and Full-Year Results
------------------------------------------------------------------
Pacer International, Inc. (Nasdaq:PACR), the non-asset based North
American third-party logistics and freight transportation
provider, reported financial results for the three-and twelve-
month periods ended December 26, 2003.

For the quarter ended December 26, 2003, net income increased to
$11.4 million from $8.0 million in the fourth quarter of 2002, a
gain of 42.5 percent. Diluted earnings per share increased to
$0.30 from $0.22 in the fourth quarter of 2002, up 36.4 percent.
The company had $14.6 million of cash flow from operations in the
fourth quarter of 2003 and paid down $18.0 million of debt.

Effective with the fourth quarter of 2003, results of the
company's cartage (local trucking) operations, which provide local
pick-up and delivery of goods, were moved from the retail segment
to the wholesale segment to reflect current management structure.
All prior year amounts have been reclassified to reflect this
management change.

Net revenues for Pacer's wholesale segment, which principally
provides double-stack rail transportation services in addition to
cartage operations, increased 18.5 percent to $71.9 million for
the fourth quarter of 2003, from $60.7 million for the same
quarter last year. The improvement in the wholesale segment
operations was due to strong business volumes quarter over quarter
in all three lines of Pacer Stacktrain's business -- domestic,
automotive and international -- and to the addition of new
locations for the cartage business.

Retail segment net revenues for the fourth quarter of 2003, which
include intermodal marketing, truck brokerage and services,
international freight forwarding, supply chain management and
warehouse and distribution services directly to manufacturers and
retailers, decreased 17.4 percent to $28.1 million, from $34.0
million for the same quarter in 2002. The reduction was primarily
a result of business declines in the rail and truck brokerage
units, largely due to a one-time revenue surge experienced during
the West Coast port closure in the fourth quarter of 2002.

Interest expense for the fourth quarter decreased 55.1 percent to
$3.1 million from $6.9 million in the same quarter of 2002. The
decrease was due to reduced debt levels and to lower interest
rates that resulted from the company's debt refinancing in June
2003 and the 11.75 percent senior subordinated note redemption in
July 2003. In addition, the company completed the repricing of its
senior credit facility during the fourth quarter of 2003,
producing an immediate interest rate reduction of one-half of one
percent. On an annual basis, this repricing results in
approximately $1.1 million of interest expense savings at current
debt levels.

"Pacer's wholesale segment continues to grow, driven by strong
intermodal volumes," said Don Orris, chairman and chief executive
officer of Pacer International. "Our domestic, automotive and
international intermodal volumes were up 17.0 percent, 8.8 percent
and 8.6 percent, respectively, quarter over quarter. Results in
the retail segment were impacted by declines in the rail and truck
brokerage units. As noted above, the results in the retail segment
were skewed by one-time revenue surges associated with the port
closures of 2002. Otherwise, retail segment revenues would have
been up on a quarter over quarter basis. We continue to generate
strong cash flow from operations which allowed us to pay down
$18.0 million of debt in the fourth quarter."

                        ANNUAL RESULTS

For the fiscal year ended December 26, 2003, net revenues
increased 6.7 percent to $374.9 million from $351.2 million in
2002. Adjusted income from operations, which is income from
operations excluding $1.2 million of costs related to the
company's secondary offering of common stock, increased 8.1
percent to $80.4 million from $74.4 million in 2002. Adjusted net
income, which is net income excluding $13.3 million of pre-tax
costs ($8.0 million after-tax) related to the company's debt
refinancing, note redemption and secondary offering of common
stock, was $39.3 million. This was a 54.1 percent increase over
adjusted net income in 2002 of $25.5 million, which excludes IPO
costs. Adjusted diluted earnings per share for 2003 increased to
$1.03 from adjusted diluted earnings per share of $0.76 in 2002.

On a GAAP basis, income from operations for 2003 increased 6.5
percent to $79.2 million from $74.4 million in 2002, and net
income for the year was $31.3 million, a 25.2 percent gain over
2002. Diluted earnings per share for 2003 was $0.82 compared to
$0.75 a year earlier.

As previously announced, the company completed the refinancing of
its indebtedness on June 13, 2003, and the $150 million senior
subordinated notes were redeemed on July 10, 2003. The company
recorded a pre-tax charge of $12.1 million as a result of these
transactions, consisting of $8.8 million of redemption premiums
and $3.3 million for the write-off of existing loan fees. The
secondary public offering of 7,285,508 shares of common stock by
selling stockholders at $20 per share, including shares sold
pursuant to the underwriters' over-allotment option, was completed
on August 4, 2003. The company incurred $1.2 million in 2003 for
costs associated with this offering. Pacer did not receive any of
the proceeds of the offering.

Pacer International (S&P, BB- Senior Secured Credit Facilities and
Corporate Credit and B Subordinated Debt Ratings), a leading non-
asset based North American third-party logistics and freight
transportation provider, through its subsidiaries and divisions,
offers a broad array of logistics and other services to facilitate
the movement of freight from origin to destination. Its services
include wholesale stacktrain services (cost-efficient, two-tiered
rail transportation for containerized shipments) and wholesale
cartage (local trucking) services, and retail intermodal
marketing, trucking, warehousing and distribution, international
freight forwarding, and supply-chain management services. Pacer
International is headquartered in Concord, California. Its
business units Pacer Stacktrain and Pacer Global Logistics are
headquartered in Concord, California, and in Dublin, Ohio,
respectively. Visit http://www.pacer-international.com/for more  
information.


PACIFIC GAS: Gets Green Light for Replacement Steam Generators
--------------------------------------------------------------
Pacific Gas and Electric Company obtained the Court's authority to
enter into contractual commitments for and incur multi-year
capital expenditures up to $706,000,000 for the design,
fabrication, delivery, and installation of replacement steam
generators at its Diablo Canyon Power Plant in support of the
Diablo Steam Generator Replacement Projects.  The Projects
involve the replacement of the four Unit 1 and four Unit 2 steam
generators.  The anticipated expenditures in connection with the
Projects will be incurred over a five-plus year period, with
$486,000,000 to be incurred in the final three years of the
Projects, between 2007 and 2009.

Diablo Canyon is a nuclear power plant located in San Luis Obispo
County, California.  The plant is the largest generating station
on the PG&E electric system and provides power for over 2,000,000
northern and central Californians from its two 1,100-megawatt
units.  The two units utilize eight steam generators to drive the
turbine generators and produce electricity.  The steam generators
are large U-tube heat exchangers that convert heat into steam and
are vital generation components.  The tubing material used in the
manufacturing of the steam generators has been shown over the
years to be susceptible to various forms of age-related
degradation.  The steam generators require replacement within the
next five or six years to avoid forced outages and the premature
shutdown of this critical generating resource.

The application requests the CPUC to issue an interim decision
authorizing PG&E to enter into long lead-time component contracts
in June 2004 and, in the event that the Replacement Projects are
not ultimately approved by the CPUC, authorization to fully
recover expenditures to the point of decision and any cancellation
charges in rates. (Pacific Gas Bankruptcy News, Issue No. 70;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PARMALAT GROUP: Selling Parma Football Club at Season's End
-----------------------------------------------------------
Parmalat Finanziaria SpA,       |  Parmalat Finanziaria SpA
under Extraordinary             |  in Amministrazione
Administration, held on Jan. 14 |  Straordinaria comunica che in
the Shareholder Meeting of      |  data odierna si e tenuta
Parma Associazione Calcio SpA,  |  l'Assemblea dei Soci della
a company controlled indirectly |  SpA Parma Associazione
through Parmalat SpA, also      |  Calcio, societa controllata
under Extraordinary             |  indirettamente tramite la
Administration.                 |  Parmalat SpA in
                                |  Amministrazione Straordinaria.

                 EUR20-mil Debt for Equity Swap

     The Meeting agreed steps   |       L'Assemblea dei Soci del
to cover losses resulting from  |  Parma A.C. ha provveduto a
the economic and financial      |  coprire le perdite risultanti
situation of the Company as at  |  dalla situazione patrimoniale
30 September 2003 and to        |  al 30 settembre 2003 ed a
restore the company's capital   |  ricostituire il capitale
position to an amount of        |  sociale fino a 20 milioni di
Euro 20 million through the     |  euro tramite conversione di
conversion of credits by        |  crediti da parte della
Parmalat SpA, under             |  Parmalat SpA in
Extraordinary Administration.   |  Amministrazione Straordinaria.
                                |
     Minority shareholders      |       I Soci di minoranza si
reserved their right to         |  sono riservati di partecipare
participate in the covering of  |  alla copertura perdite ed
these losses and in the capital |  all'aumento del capitale
increase, as provided for under |  sociale nei termini di legge.
the relevant legislation.       |

               Appointment of New Board & Auditors

     Having noted the           |       L'Assemblea dei Soci,
resignations of Stefano Tanzi,  |  preso atto delle dimissioni
Paolo Tanzi and Francesca       |  di Stefano Tanzi, Paolo Tanzi
Tanzi, other resignations       |  e Francesca Tanzi, delle altre
already submitted, and of the   |  dimissioni gia presentate
availability of Alessandro      |  nonche della disponibilita
Chiesi also to resign his       |  a rimettere il mandato di
mandate, the Shareholder        |  Alessandro Chiesi, ha
Meeting appointed a new Board   |  provveduto a nominare un nuovo
of Directors consisting of:     |  Consiglio di Amministrazione
                                |  nelle persone di:
   -- Enrico Bondi (President), |
   -- Umberto Tracanella,       |     -- Enrico Bondi, Presidente  
   -- Guido Angiolini, and      |     -- Umberto Tracanella,
   -- Luca Baraldi.             |     -- Guido Angiolini, e
                                |     -- Luca Baraldi.
                                |
     Furthermore, a new         |       E' stato quindi nominato
Statutory Board of Auditors was |  un nuovo Collegio Sindacale,
appointed, replacing the        |  in luogo di quello dimessosi,
outgoing Board of Auditors,     |  nelle persone di Angelo
consisting of Angelo            |  Stimamiglio, Presidente,
Stimamiglio, President, Massimo |  Massimo Nuti e Marco Ziliotti.
Nuti and Marco Ziliotti.        |

                   PwC Replaces Grant Thornton

     Finally, the Shareholder   |       Infine l'Assemblea ha
Meeting removed Grant Thornton  |  deliberato la revoca
as auditors to the Company and  |  dell'incarico di revisione
appointed in its place          |  del bilancio alla Societa
PricewaterhouseCoopers.         |  Grant Thornton e ha affidato
                                |  il nuovo incarico di revisione
                                |  alla PricewaterhouseCoopers.

                    Baraldi Appointed as CEO

     Following the Shareholder  |       Successivamente
Meeting, the Board of Directors |  all'Assemblea il Consiglio di
met to appoint Luca Baraldi as  |  Amministrazione si e riunito
Chief Executive Officer of the  |  ed ha nominato Amministratore
Company.                        |  Delegato il Dott. Luca
                                |  Baraldi.

                   Board Thanks Football Team

     The new Board of Directors |       Il nuovo Consiglio del
of Parma Calcio expressed its   |  Parma Calcio ha espresso
appreciation for the spirit and |  grande apprezzamento per lo
approach of the team and its    |  spirito ed il comportamento
coach, who have shown through   |  della squadra e del suo
their skill and performance how |  allenatore che hanno saputo
to deal with the difficult      |  affrontare brillantemente il
times facing the Parmalat       |  momento molto difficile che il
Group.  In this way they are    |  Gruppo Parmalat sta
making their contribution to    |  attraversando.  In tal modo
ensuring continuity for one of  |  essi contribuiscono ad
the football world's most       |  assicurare la continuita di un
distinguished clubs.            |  club che si e distinto nel
                                |  mondo del calcio.

                 Finanziaria Settles Club Issues

Parmalat Finanziaria SpA, under |  -- Parmalat Finanziaria SpA in
Extraordinary Administration,   |  Amministrazione Straordinaria,
communicates that with regard   |  con riferimento alle notizie
to market rumors concerning the |  diffuse questa mattina sulla
fiscal status of its subsidiary |  posizione fiscale della
company Parma A. C., all        |  Societa controllata Parma
pending litigation relating to  |  A. C., comunica che ogni
the period 1 July 1998 -        |  contenzioso fiscale relativo
30 June 2001, regarding capital |  al periodo 1 luglio 1998 -
gains realized on the sale of   |  30 giugno 2001, in merito alle
players, have been resolved via |  plusvalenze realizzate con
the amnesty provided for under  |  le cessioni dei giocatori,
the 2003 year's Financial       |  risulta definito attraverso
Legislation.  The payment of    |  il condono tombale previsto
the first and second            |  dalla Legge Finanziaria 2003.
installments agreed under this  |  I pagamenti della prima e
amnesty have already taken      |  della seconda rata sono gia
place.                          |  avvenuti secondo le modalita
                                |  previste dalla medesima legge
     The company has also       |  di condono.
established a balance sheet     |
provision for the "IRAP"        |       In relazione all'IRAP del
regional corporation tax due    |  periodo d'imposta chiuso al
for the period ended 30 June    |  30 giugno 2002, la societa ha
2002.                           |  iscritto in bilancio un fondo
                                |  rischi per imposte.

(Parmalat Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PC LANDING: Has Until May 31 to Decide on Unexpired Leases
----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, PC Landing Corp., and its debtor-affiliates obtained an
extension of their lease decision period.  The Court gives the
Debtors until May 31, 2004, to determine whether to assume, assume
and assign, or reject their unexpired nonresidential real property
leases.

PC Landing Corporation and its debtor-affiliates, own and operate
one of only two major trans-Pacific fiber optic cable systems with
available capacity linking Japan and the United States.  The
Debtor filed for chapter 11 protection on July 19, 2002 (Bankr.
Del. Case No. 02-12086). Laura Davis Jones, Esq., at Pachulski
Stang Ziehl Young Jones & Weintraub represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from its creditors, it listed an estimated assets of
over $10 million and estimated debts of more than $100 million.


PENN NATIONAL GAMING: Fourth-Quarter Results Show Solid Growth
--------------------------------------------------------------
Penn National Gaming, Inc. (PENN: Nasdaq) reported record fourth
quarter results for the period ended December 31, 2003.

                       Summary of Q4 Results
              (In millions, except per-share data)

                           Three Months Ended December 31,
                                    2003 excluding
                                   Hollywood Casino
                            2003        -Shreveport     2002
                            -----       -----------     ----
Net revenues                $296.9       $264.9        $164.1
EBITDA                      $ 61.1       $ 58.8        $ 33.6
Income from operations      $ 41.9       $ 42.1        $ 22.6
Net income                  $  9.2       $ 13.2        $  7.6
Diluted EPS                 $ 0.23       $ 0.33        $ 0.19

Commenting on the results, Peter M. Carlino, Chief Executive
Officer of Penn National said, "Our record fourth quarter and full
year 2003 represented significant periods of growth for Penn
National. In the fourth quarter -- and in every quarter of 2003 --
we generated 'same store' year- over-year EBITDA gains at each
casino property we have owned for more than a year -- namely
Charles Town, Casino Rouge, Casino Magic - Bay St. Louis, Boomtown
Biloxi, Bullwhackers and our Casino Rama management contract. We
credit our property management teams for these impressive results
as their continued focus on customer and employee satisfaction,
market share gains and operating margin improvements contribute to
our consolidated EBITDA gains.

"Reflecting the Company's strong operating trends, Penn National
paid down principal on our senior credit facility throughout 2003,
including a $10.5 million pre-payment in December 2003. In
December, the Company also completed a $200 million Senior
Subordinated Note offering, the proceeds of which were used to
reduce our senior credit facility which we successfully amended
with lower interest rates and greater flexibility. The net result
is an improved capital structure, while maintaining an almost
earnings neutral cost of debt. We will continue to work to
optimize our cost of capital and capital structure with the goals
of providing growth capital at attractive rates and building value
for our shareholders.

"Comparing the fourth quarter operating performance at Hollywood
Casino - Aurora in 2003 and 2002 is difficult due to the 2002 and
2003 tax increases. However, our fourth quarter performance from
this property reflects the swift, decisive measures that the
company implemented early in the third quarter to reduce this
property's exposure to increased gaming taxes. We remain confident
that we will be successful in achieving our previously stated goal
of mitigating 50% of the tax impact on the property's EBIDTA in
2004.

"Our casino property gains and contributions offset continued
EBITDA declines from our Pennsylvania and New Jersey racing
operations. Other states have provided relief to their racing
industries by enacting legislation permitting slots at tracks. We
continue to believe such actions in Pennsylvania will benefit not
only our racing operations in the state, but will also address the
state's property tax relief initiatives and bolster the horse
racing and agricultural industries which are among the state's
largest employers. We remain hopeful that the potential for slots
at Pennsylvania tracks can continue to advance in the current
legislative sessions.

"Finally, since reporting our third quarter results, Penn National
has been aggressively seeking new growth opportunities that
leverage our property development and management skills and race
track operating experience. We are pursuing new gaming
opportunities for the Company in Maine, New York and Illinois and
have also analyzed opportunities in other states.

"Since many of these new business arrangements are still being
negotiated, or are part of a broader bidding process, it is
premature to indicate specifically and quantitatively when these
opportunities - and the investments needed to bring these
opportunities to fruition - will become part of Penn National's
operating results. However, we emphasize that we apply a
disciplined approach to each of these opportunities and analyze
their potential benefit to Penn National based on several criteria
including return on investment, further diversification of our
sources of revenue and earnings and most importantly, the
potential to enhance shareholder value. We look forward to
providing updates on these developing opportunities as the various
processes continue. We have initiated guidance today for 2004,
which does not presume contributions from any of these new
opportunities."

                      Financial Guidance

The guidance assumes the following:

-- That Hollywood Casino Shreveport will continue to operate under
   the management of Penn National without seeking bankruptcy
   protection and that nothing interferes with the property's
   capital expenditure plans;

-- That the Company's guidance with Hollywood Casino Shreveport
   assumes no increased competition from Oklahoma Native American
   gaming operations;

-- That the effective tax rate for federal, state and local income
   taxes for 2004 will be 38%;

-- That the Company will have approximately 41.5 million diluted
   shares outstanding;

-- That there will be no material changes in economic conditions,
   legislative changes, or other extraordinary world events;

-- That there will be no financial contributions from previously
   announced acquisition prospects; and,

-- That Charles Town Races(TM) will complete its planned parking
   facility expansion and will install an additional 300 gaming
   devices in the fourth quarter of 2004.

In the twelve months ended December 31, 2003 Penn National Gaming
recorded pre-tax charges of $527 and $1,310 for loss on change in
fair values of interest rate swaps and loss on early
extinguishment of debt, respectively. The after tax effect of the
2003 charges for change in fair values of interest rate swaps and
loss on early extinguishment of debt was $343 or $0.01 per diluted
share and $851 or $0.02 per diluted share, respectively.

In the twelve months ended December 31, 2002 Penn National Gaming
recorded pre-tax charges of $5,819 and $7,924 for loss on change
in fair values of interest rate swaps and loss on early
extinguishment of debt, respectively. The after tax effect of the
2002 charges for change in fair values of interest rate swaps and
loss on early extinguishment of debt was $3,782 or $0.10 per
diluted share and $5,151 or $0.13 per diluted share, respectively.

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.


PETRO STOPPING: Extends Senior Debt Exchange Offer to Feb. 9
------------------------------------------------------------
Petro Stopping Centers Holdings L.P. and Petro Holdings Financial
Corporation announced the extension of their pending offer and
consent solicitation with respect to all of their outstanding
$113,370,000 aggregate principal amount at maturity senior
discount notes due 2008 (CUSIP No. 71646DAE2 and ISIN No.
US71646DAE22) to 9:00 a.m. New York City time, on Feb. 9, 2004.

As of 5:00 p.m. Feb. 3, 2004, the Issuers had received tenders
from holders of approximately $110.1 million principal amount at
maturity, or 97.1%, of the Existing Notes. Holders of $47.9
million principal amount at maturity of Existing Notes have
elected the new note option and holders of $62.2 million principal
amount at maturity of Existing Notes have elected the cash option.

The Issuers and Petro Warrant Holdings Corporation expect to
satisfy or waive all of the remaining conditions to the offer and
consummate all of the transactions related to the refinancing of
their existing debt on Monday, Feb. 9, 2004. If the closing of the
refinancing transactions occurs as expected on Feb. 9, 2004, the
Issuers will accept for payment all Existing Notes tendered to the
depositary as of 9:00 a.m., New York City time, on Monday, Feb. 9,
2004, the Expiration Date for the offer, and any Existing Notes
not tendered by the Expiration Date will not be accepted.

Informational documents relating to the offer will only be
distributed to eligible investors who complete and return, or have
completed and returned, an Eligibility Letter that has already
been sent to investors. If you would like to receive this
Eligibility Letter, please contact Global Bondholders Services,
the information agent for offer and consent solicitation, at 212-
430-3774 or 866-470-4200 (U.S. toll-free).

The new notes to be issued to holders of Existing Notes electing
the new note option will not be registered under the Securities
Act of 1933, as amended, and will only be offered in the United
States to qualified institutional buyers or institutional
accredited investors in private transactions in reliance upon an
exemption from registration under the Securities Act and outside
the United States to persons other than U.S. persons in off-shore
transactions in reliance upon Regulation S under the Securities
Act.

As previously reported, Standard & Poor's Ratings Services'
ratings for Petro Stopping Centers L.P. (operating company) and
Petro Stopping Centers Holdings L.P. (holding company), including
the 'B' corporate credit rating, remain on CreditWatch with
negative implications.


PG&E NATIONAL: ET Debtors Have Until May 19, 2004 to File Plan
--------------------------------------------------------------
The ET Debtors sought and obtained the Court's approval to further
extend their Exclusive Proposal Period to May 19, 2004, and their
Exclusive Solicitation Period to July 19, 2004.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, told the Court that the ET Debtors needed
additional time to negotiate a plan with the Official Committee
of Unsecured Creditors for winding down their business
operations.  The ET Debtors rejected a number of contracts,
including contracts with pipeline companies for natural gas
transportation and storage, and tolling agreements.  The ET
Debtors are also trying to resolve their trading and tolling
contracts disputes consensually with the aid of a mediator, aside
from other active settlement discussions with numerous trading
contact counterparties. (PG&E National Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


POLYPORE: On Watch Negative over Warburg Pincus' Acquisition Plan
-----------------------------------------------------------------  
Standard & Poor's Feb. 3

Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured debt ratings on Charlotte, North
Carolina-based Polypore Inc. on CreditWatch with negative
implications. The rating actions follow Polypore's announcement
that it has a definitive agreement to be acquired by Warburg
Pincus LLC, a private equity firm, for about $1.15 billion. The
transaction is expected to close in the second quarter of 2004.

Polypore has total debt of about $300 million.

"Although the terms of the deal were not disclosed, we expect that
it will be a highly leveraged transaction," said Standard & Poor's
credit analyst Nancy Messer. "We will resolve the Creditwatch
listing after discussions with Polypore's management and analyzing
any changes to the company's business and financial profiles
resulting from the buyout transaction."

Polypore, a manufacturer of battery separators and medical-
membrane products, sells to producers of automotive and industrial
batteries, lithium ion batteries for telecommunication devices,
and healthcare equipment.

The company's specialty medical-membrane business is expected to
show near-term healthy growth in the high single digits. Demand
for portable electronic devices supports relatively high growth
rates for Polypore's battery separators that are used in the
lithium ion batteries that power cell phones, laptop computers,
and personal digital assistants.


QUADRAMED: Plans to Acquire Australia's Detente Systems
-------------------------------------------------------
QuadraMed(R) Corporation (OTCBB:QMDC.OB) announced at the UBS
Warburg Global Healthcare Services Conference in New York City
that it had reached an agreement in principal to acquire Detente
Systems Pty Limited, an Australian proprietary limited company.

Detente is engaged in the business of developing, selling and
supporting laboratory, radiology and other clinical systems in
Australia, New Zealand, and the United Kingdom. Lawrence P.
English, QuadraMed's Chairman and CEO stated that "we view Detente
as an excellent acquisition candidate because their products fill
a gap in our current product offering and we use a common
programming language and database. We view this as a 'buy vs.
build' solution. Building a system would take over two years and
cost substantially more." QuadraMed expects to execute the final
stock purchase agreement in the next several days.

QuadraMed -- whose September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $15 million -- is dedicated
to improving healthcare delivery by providing innovative
healthcare information technology and services. From clinical and
patient information management to revenue cycle and health
information management, QuadraMed delivers real-world solutions
that help healthcare professionals deliver outstanding patient
care with optimum efficiency. Behind our products and services is
a staff of more than 850 professionals whose experience and
dedication to service has earned QuadraMed the trust and loyalty
of customers at more than 1,900 healthcare provider facilities. To
find out more about QuadraMed, visit http://www.quadramed.com/   

QuadraMed's SEC filings can be accessed through the Investor
Relations section of its Web site at http://www.quadramed.com/or  
through the SEC's EDGAR Database at http://www.sec.gov/    
(QuadraMed's EDGAR CIK (Central Index Key) No. 0001018833).


RACING SERVICES: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Racing Services, Inc.
        901-28th Street SouthWest
        Fargo, North Dakota 58103

Bankruptcy Case No.: 04-10349

Type of Business: The Debtor is a horse-betting company, providing
                  satellite signals from horse and dog tracks
                  around the country to 10 off-track betting
                  locations in North Dakota.

Chapter 11 Petition Date: February 3, 2004

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: John D. Demmy, Esq.
                  Stevens & Lee, P.C.
                  300 Delaware Ave, Suite 800
                  Wilmington, DE 19801
                  Tel: 302-425-3309
                  Fax: 610-371-8515

Total Assets: $7,183,403

Total Debts:  $10,013,709

Debtor's 14 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
State of North Dakota         Pari-mutuel Taxes and   $6,500,000
State Capitol                 Special Funds
600 East Boulevard Ave.
Bismark, ND 58505

PW Enterprises, Inc.          Pari-metuel Winnings    $1,400,000
2301 South Valley View Blvd.
Las Vegas, NV 89102

Greenburg, Traurig                                      $250,000
2450 Colorado Avenue
Suite 400 East
Santa Monica, CA 90404

Mr. J. Demotte                                          $225,000

Susan Bala                                          Est. $90,000

ARI                                                      $80,700

Evan Gerwitz, Esq.                                       $80,698

Raymundo Diaz                                            $47,000

EBS                                                      $28,000

Am Tote International                                    $17,000

MCI                                                      Unknown

Qwest                                                    Unknown

Wold Johnson                                             $26,000

Mr. David Cuscuna                                        $15,000


R.G. BARRY CORP: Defaults on Existing Bank Credit Agreement
-----------------------------------------------------------
R.G. Barry Corporation (NYSE: RGB) has been advised by its bank
that it will not consider further amending of the company's credit
agreement to increase the availability of funding under the
agreement.

The bank also said that it would not increase its current
commitment to meet the anticipated cash needs of the company.
While the company believes it should be able to satisfy its cash
requirements in February by borrowing an additional $3.0 million
from the bank, it does not have additional committed financing
available in March.

The bank also has advised the company that it believes "that there
has occurred a non-curable default under the terms of the existing
credit agreement," although, based on the facts available to it,
the bank has not concluded that it should declare the company in
default under the terms of the credit agreement. The bank's
statement is based on its belief that the company has violated
year-end financial covenants in the credit agreement. The company
is in the process of finalizing its 2003 financial results and is
not yet able to confirm whether year-end financial covenant
violations did occur, although it recognizes that such violations
are likely to have occurred. The bank has a security interest in
substantially all of the assets of the company, and the
declaration of default by the bank would put the company's
continuing operations in jeopardy.

The company recognizes that it is likely to need additional
funding before the end of March. It is actively exploring
available alternatives including seeking other sources of
financing through an experienced consulting firm. In addition, the
company is taking steps to delay when it will need additional
financing by conserving cash, generating cash from the sale of
inventory and pursuing other strategies. The company will be
considering all of its options to address its credit and cash flow
problems.


RESOURCE AMERICA: Will Publish First-Quarter 2004 Results on Wed.
-----------------------------------------------------------------
Resource America, Inc.(Nasdaq:REXI), will release its first
quarter earnings on Wednesday, February 11, 2004 after the market
closes and will hold its quarterly conference call to discuss
first quarter results on Thursday, February 12, 2004, at 8:30 a.m.
Eastern Time.

This call is being webcast and can be accessed by going to the
Company's homepage at http://www.resourceamerica.com/ A replay of  
the webcast will be available on the same website following the
live call starting at 10:30 am on February 12, 2004 until midnight
on February 19, 2004. A replay is also available telephonically by
calling 888 286 8010, and using passcode 77261494.

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at www.fulldisclosure.com or by
visiting any of the investor sites in CCBN's Individual Investor
Network. Institutional investors can access the call via CCBN's
password-protected event management site, StreetEvents --
http://www.streetevents.com/  

Resource America Inc. (S&P, B Corporate Credit Rating, Negative)
is a proprietary asset management company that uses industry
specific expertise to generate and administer investment
opportunities for its own account and for outside investors in the
energy, real estate and equipment leasing industries. For more
information please visit its Web site at
http://www.resourceamerica.com/or contact Investor Relations at  
pschreiber@resourceamerica.com/


RIGGS NAT'L: S&P Ratchets L-T Counterparty Credit Rating to BB
--------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Washington D.C.-based Riggs National
Corp to 'BB' from 'BB+'. The long-term counterparty credit rating
at Riggs' commercial banking subsidiary, Riggs Bank N.A., was
affirmed at 'BBB-.' Both Riggs and Riggs Bank N.A.'s outlooks were
revised to stable from negative.

"The rating actions reflect Riggs' continued poor profitability,
lack of growth, and the Consent Order in place involving the Bank
Secrecy Act," said Standard & Poor's credit analyst Michael
Driscoll. "These concerns are mitigated by excellent asset quality
and adequate capital metrics."

The new outlook reflects Standard & Poor's expectation that Riggs
will be profitable and will pare down the operating expense
structure. Capital and liquidity provide some cushion if Riggs'
current level of performance continues. Additionally, Standard &
Poor's expects the Consent Order to be lifted with no material
fines assessed by the OCC.


ROYAL CARIBBEAN: Declares Quarterly Dividend Payable on March 30
----------------------------------------------------------------
The Board of Directors of Royal Caribbean Cruises Ltd. (NYSE: RCL;
OSE) has declared a quarterly dividend of 13 cents per share for
shareholders of record at the close of business on March 1, 2004,
payable on March 30, 2004.

This is the 42nd consecutive quarter Royal Caribbean's Board of
Directors has voted to declare a dividend to shareholders.

Royal Caribbean Cruises Ltd. (S&P, BB+ Corporate Credit Rating,
Negative) is a global cruise vacation company that operates Royal
Caribbean International and Celebrity Cruises, with a combined
total of 25 ships in service and three under construction. The
company also offers unique land-tour vacations in Alaska, Canada
and Europe through its cruise-tour division. Additional
information can be found on http://www.royalcaribbean.com/     
http://www.celebrity.com/or http://www.rclinvestor.com/     


SALOMON BROS: Fitch Takes Rating Actions on Series 2000-NL1 Notes
-----------------------------------------------------------------
Salomon Brothers Mortgage Securities VII, Inc.'s commercial
mortgage pass-through certificates, series 2000-NL1 are upgraded
by Fitch Ratings as follows: $18.4 million class B certificates to
'AAA' from 'AA+', the $16.7 million class C certificates to 'AAA'
from 'A+', the $6.7 million class D certificates to 'AAA' from
'A', the $15.9 million class E certificates to 'AA' from 'BBB+',
the $5 million class F certificates to 'AA-' from 'BBB', the $10.9
million class G certificates to 'BBB+' from 'BB+', the $5.9
million class H certificates to 'BBB' from 'BB', the $4.2 million
class J certificates to 'BB+' from 'BB-', the $8.4 million K class
certificates to 'B+' from 'B'. In addition, Fitch affirms the
following classes: $21 million class A-2, the interest only class
X certificates at 'AAA' and the $3.3 million class L at 'B-'.
Fitch does not rate the $4.8 million class M certificates. Class
A-1 has been paid in full. The upgrades follow Fitch's review of
the transaction, which closed March 2000.

The upgrades are mainly due to increased subordination levels,
resulting from amortization and loan payoffs. As of the January
2004 distribution date, the pool's aggregate principal balance has
been reduced by approximately 64%, to $121 million from $334.2
million at closing.

ORIX Real Estate Capital Markets, LLC, the master servicer,
collected year-end 2002 financial statements for all of the
remaining pool balance. According to information provided, the YE
2002 weighted average debt service coverage ratio, is 1.81 times
compared to 1.74x at YE 2001 and 1.42x at issuance for the same
loans.

One loan (1.36%), reported YE 2002 DSCR below 1.00x. This loan
remains current and the borrower is working to stabilize the
property. There are currently no specially serviced loans in the
transaction.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


SEASONS IN THE SUN: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Seasons in the Sun, LLC
        2400 Seasons in the Sun
        Mims, Florida 32754

Bankruptcy Case No.: 04-bk-00538

Type of Business: The Debtor owns a Mobile Home Park and Camping
                  Grounds.

Chapter 11 Petition Date: January 20, 2004

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Neil J. Buchalter, Esq.
                  P.O. Box 5087
                  Titusville, FL 32783
                  Tel: 321-269-1656

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Rod Northcutt, Tax Collector                $10,000

Florida Dept. of Revenue                     $3,300

Beech Outdoor Co.                            $3,000

Monogram Credit Card Bank                    $2,000

Florida Dept. of Revenue                     $1,500

Brevard County                                 $500


SOLO CUP CO.: S&P Assigns B+ Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Highland Park, Illinois-based Solo Cup Co.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and a recovery rating of '4' to the company's proposed $800
million senior secured credit facilities, based on preliminary
terms and conditions. The bank loan rating is the same as the
corporate credit rating; this and the '4' recovering rating
indicate the expectation of a marginal (25%-50%) recovery of
principal in the event of default. In addition, Standard &
Poor's assigned a 'B-' rating to the company's proposed $325
million senior subordinated notes due 2014, to be issued under
Rule 144A with registration rights. The senior subordinated notes
are rated two notches below the corporate credit rating, because
the substantial amount of priority debt in relation to total
assets meaningfully weakens the noteholders' prospects for
recovery of principal in the event of a default. The outlook is
stable. Pro forma for the transaction, total debt will be about
$987 million.

Standard & Poor's also revised the CreditWatch implications for
Sweetheart Cup Co. Inc. and affiliates to positive from
developing. In December 2003, Standard & Poor's placed its ratings
on Owings Mills, Maryland-based Sweetheart on CreditWatch with
developing implications following the announcement that Solo Cup
Co. had entered into a definitive agreement to acquire
Sweetheart's ultimate parent company, SF Holdings Group Inc. at
an acquisition price of about $880 million (including operating
leases). In connection with the acquisition, all of Sweetheart's
outstanding debt is expected to be refinanced. Accordingly,
following completion of the proposed transaction in the first
quarter of 2004, Standard & Poor's will raise all the ratings on
Sweetheart to reflect the credit risk of the new parent, and
subsequently the ratings will be withdrawn.

"The ratings on Solo reflect a highly fragmented and competitive
industry structure, commodity nature of products, risks related to
the integration of the Sweetheart acquisition, vulnerability to
fluctuating raw material prices, and very aggressive debt
leverage," said credit analyst Liley Mehta. "Partially offsetting
factors include a below-average business profile as the largest
disposable foodservice supplier, supported by a broad product mix,
national distribution capabilities, and well entrenched customer
relationships that result in moderate sales concentration," she
added.

The financing plan includes $800 million senior secured credit
facilities, $325 million senior subordinated notes due 2014, and
an investment of $240 million in 10% convertible preference stock
by Vestar Capital Partners in Solo Investment Corp., the parent
company of Solo. Proceeds are expected to be used primarily to
purchase Sweetheart equity, to refinance outstanding Solo and
Sweetheart debt, and to purchase certain leased assets of SF
Holdings Inc. The Hulseman family has privately held Solo since
its founding in 1936, and will continue to own about 67% of
company, with Vestar Capital Partners owning the balance 33%.

With pro forma revenues of about $2.2 billion, Solo will be the
largest player in the estimated $10 billion disposable foodservice
products market in North America.


SOLUTIA INC: Finalizes 6.25% Euro Notes Restructuring Transaction
-----------------------------------------------------------------
Solutia Inc. (Pinksheets: SOLUQ) announced that its subsidiary,
Solutia Europe S.A./N.V., has successfully restructured its 6.25%
Euro Notes, due in 2005.

The restructuring was completed as planned on Jan. 30, 2004, at
which time Solutia Europe and the requisite Euro Note holders
entered into definitive documents setting forth the terms and
conditions of the restructuring. The restructuring allows Solutia
Europe to continue normal operations while Solutia Inc. and its
domestic subsidiaries reorganize under Chapter 11 of the United
States Bankruptcy Code.

"We are pleased to have finalized the Euro Note restructuring,
which is beneficial for both the holders of the Euro Notes and for
Solutia Europe," said Jeffry N. Quinn, senior vice president,
general counsel and chief restructuring officer, Solutia Inc. "By
extending the maturity of the Euro Notes, we have given ourselves
time to finalize the reorganization of Solutia Inc. and its
domestic subsidiaries in the United States prior to the maturity
of the Euro Notes."

The Euro Notes were amended in the following manner in the
restructuring:

    1.  Elimination of the cross default provisions in the Euro
        Notes that would have resulted in their default and
        acceleration upon the filing of a Chapter 11 proceeding by
        Solutia Inc.

    2.  The maturity of the notes was extended to Dec. 15, 2008
        from the current Feb. 15, 2005 maturity.

    3.  Interest on the notes was fixed at the rate of 10% per
        annum, payable semi annually.

    4.  Holders of the Euro Notes will be granted security
        interests in substantially all of the assets of Solutia
        Europe S.A./N.V. and certain of its subsidiaries
        (excluding Flexsys Holding BV), which subsidiaries will be
        added as guarantors of the Euro Notes, all to the
        extent permitted under applicable law and as further
        provided in the underlying documentation implementing the
        restructuring.

    5.  Certain redemption provisions were added that allow
        partial redemption of the Euro Notes as a result of
        permitted asset sales and full redemption in certain
        circumstances.  Full redemption is barred for 18 months;
        thereafter, full redemption is allowed at 105% of
        principal for the next year, 103% of principal for the
        year thereafter, 101% of principal for the year after that
        and at par thereafter.

    6.  Covenants were added that have the effect of limiting the
        ability of Solutia Europe S.A./N.V. and its subsidiaries
        to transfer assets or cash out of those entities until the
        Euro Notes are paid.

    7.  Solutia Europe S.A./N.V. agreed to certain financial
        reporting requirements and to indemnify Euro Note holders
        against certain liabilities.

Solutia Europe and the holders of the Euro Notes also entered into
an Agreement of Understanding that sets forth, among other items,
the process for implementing the guarantees, security and pledges
associated with the restructuring. The finalization and
implementation of the security and pledges will take place over
the course of the next several weeks.

On Dec. 17, 2003, Solutia Inc., and 14 of its U.S. subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Southern District of New York. Solutia's affiliates outside the
United States were not included in the Chapter 11 filing.
Additional information on Solutia's Chapter 11 reorganization is
available from the Company's web site, www.Solutia.com .

Solutia -- http://www.Solutia.com/-- uses world-class skills in  
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day. Solutia
is a world leader in performance films for laminated safety glass
and after-market applications; process development and scale-up
services for pharmaceutical fine chemicals; specialties such as
water treatment chemicals, heat transfer fluids and aviation
hydraulic fluid and an integrated family of nylon products
including high-performance polymers and fibers.


SPIEGEL GROUP: Discloses Zero Borrowings Under DIP Facility
-----------------------------------------------------------
In a Form 8-K report dated January 27, 2004, Spiegel, Inc.
disclosed to the Securities and Exchange Commission that as of
January 3, 2004, the last day of the Company's fiscal year end,
there were $0 borrowings outstanding under the DIP Facility.

Spiegel also reported having $211,000,000 in cash. (Spiegel
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


SR TELECOM: Files Preliminary Prospectus for Added $40MM Offering
-----------------------------------------------------------------
SR Telecom Inc. (TSX: SRX, Nasdaq: SRXA) filed a preliminary short
form prospectus and related documents with the securities
regulatory authorities in all provinces of Canada, in connection
with the previously announced bought deal agreement with a
syndicate of underwriters led by Desjardins Securities Inc., and
including TD Securities Inc. and CIBC World Markets Inc. The
underwriters have exercised their option to purchase an additional
1,428,572 Units at the offering price. The Company is now offering
5,714,287 Units for aggregate gross proceeds of $40 million. The
offering is expected to close on February 18, 2004. The
transaction is subject to the receipt of all necessary regulatory
and stock exchange approvals.

The Common Shares, Warrants and underlying Common Shares have not
been registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons, except in a
transaction exempt from or not subject to the registration
requirements of the 1933 Act.

SR TELECOM (TSX: SRX, Nasdaq: SRXA) (S&P, B+ Corporate Credit and
Senior Unsecured Debt Ratings) is a world leader and innovator in
Fixed Wireless Access technology, which links end-users to
networks using wireless transmissions. SR Telecom's solutions
include equipment, network planning, project management,
installation and maintenance services. The Company offers one of
the industry's broadest portfolios of fixed wireless products,
designed to enable carriers and service providers to rapidly
deploy high-quality voice, high-speed data and broadband
applications. These products, which are used in over 120
countries, are among the most advanced and reliable available
today.


STAR ACQUISITION: Appel & Lucas Serves as Bankruptcy Attorneys
--------------------------------------------------------------
Star Acquisition III LLC seeks to employ Appel & Lucas, PC as its
bankruptcy Counsel to:

     a) advise the Debtor regarding its duties and obligations
        under the Bankruptcy Code;

     b) advise the Debtor regarding the preparation and filing
        of a Plan and Disclosure Statement and other matters in
        connection with its reorganization;

     c) negotiate with parties in interest in connection with
        the formulation of a Plan of Reorganization and other
        matters in connection with the case;

     d) assist, advise and represent the Debtor in connection
        with activities which the Debtor may pursue in
        connection with this case, including the prosecution and
        defense of any adversary proceedings or other
        litigation; and

     e) perform such other services for the Debtor as may be
        necessary or desirable in connection or related to the
        Debtor's Chapter 11 case.

The Debtor tells the U.S. Bankruptcy Court for the District of
Colorado Appel & Lucas bills at these hourly rates:

          attorneys            $250 to $275 per hour
          paralegal            $85 per hour

The current hourly rates for the professionals who may be expected
to work on this case are:

          Peter J. Lucas       $250 per hour
          Garry R. Appel       $275 per hour
          John M. Nunnally     $85 per hour

Headquartered in Englewood, Colorado, Star Acquisition III, LLC
filed for chapter 11 protection on January 5, 2004 (Bankr. Colo.
Case No. 04-10121).  Peter J. Lucas, Esq., at Appel & Lucas, P.C.,
represent the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
estimated debts and asset of over $10 million each.


TEJAS FARMS, LTD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tejas Farms, LTD
        P.O. Box 3938
        Amarillo, Texas 79116

Bankruptcy Case No.: 04-50146

Type of Business: The Debtor assist farmers interested in
                  leasing productive farm acreage and utilize
                  the productive farm acres in any farming
                  operations.  Services include general
                  geographic area wide information, plus
                  individual specific farm details, and related
                  industry information and others.
                  See http://www.tejasfarms.com/

Chapter 11 Petition Date: February 3, 2004

Court: Northern District of Texas (Lubbock)

Judge: Robert L. Jones

Debtor's Counsel: Robert W. St. Clair, Esq.
                  Harding, Bass, Fargason, Booth & et. al.
                  P.O. Box 5950
                  Lubbock, TX 79408-5950
                  Tel: 806-744-1100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Joyce Hart                    Trade debt                 $32,778

Northern Law Firm             Legal services             $17,558

Case Credit                   Trade debt                 $14,422

J-Co Financial                Trade debt                 $14,000

David Kaloyanides             Legal services             $12,944

Accelerated Transportation    Trade debt                  $6,000

Templeton,Smithee, Hayees,    Legal fees                  $5,582
Heinrich & Russell

Trafton                       Trade debt                  $4,379

McLaughlin Equipment          Trade debt                  $4,055

South Texas Implement         Trade debt                  $3,059

Moore, Lewis & Russwurm       Legal services              $2,736

High Plains Publishers, Inc.  Trade debt                  $2,634

Teeter Irrigation             Trade debt                  $1,912

Weldon Luginbyhl &            Accounting services         $1,825
Associates

DJ's Well Service             Trade debt                  $1,788

Capitol One                   Trade debt                  $1,300

Panhandle Court Reporters     Legal Services              $1,228

Lakeside Trailer Repair, Inc  Trade debt                    $937

Underwood, Wilson, Berry,     Legal services                $826
et al

High Plains Tire & Diesel     Trade debt                    $660


TENET HEALTHCARE: Fitch Drops Sr. Unsec. & Bank Loan Ratings to B+
------------------------------------------------------------------
Fitch Ratings has downgraded Tenet Healthcare Corp.'s senior
unsecured debt and bank facility ratings to 'B+' from 'BB'. The
Rating Outlook is Negative.

The downgrade reflects continued weak operating performance
primarily as it relates to cash flow. The company's weakness in
earning power is mostly attributed the company's difficulty in
achieving market-level increases in its managed care contracting
efforts and continued bad debt exposure driven, in part, by the
company's price structure.

Tenet recently announced a major restructuring plan that will
include the divestiture of nearly one-third of the company's
hospitals. The facilities targeted for divestiture are poor
performers and Tenet believes it is retaining a 'core' of
profitable facilities. The company will take a $1.4 billion charge
to reflect asset impairments and goodwill write-down. Proceeds
from the sale are expected to generate approximately $600 million.
Most of the cash proceeds are expected to be in the form of
working capital liquidation and a significant portion from tax
benefits that will occur after the sale. After the restructuring
and after 4 previously announced divestitures, Tenet's total
portfolio will consist of 69 acute care hospitals (down from 114
facilities at the beginning of 2002) in 13 states.

The facilities to be divested currently represent a drag on the
company's performance. With their divestiture, the remaining
facilities will no longer need to subsidize these poor performing
facilities and overall margins should improve. However, Fitch
believes that that performance at these facilities may continue to
suffer for a host of reasons during the divestiture process.

Fitch notes the company's current liquidity profile is relatively
strong. Tenet's cash balance is approximately $600 million and
there is full availability under the company's $1.2 billion bank
facility (less approximately $200 million in letters of credit).
However, Tenet has indicated that it is likely to trip the
leverage covenant in its bank agreement in Q2 or Q3 2004. The
company is currently negotiating a waiver. Fitch anticipates that
Tenet is likely to receive such relief from its bank group
especially considering that the facility is un-drawn but Fitch is
concerned that availability may be trimmed to accommodate a
waiver.

Fitch anticipates that the announced restructuring may ultimately
strengthen the company from both an operating and cash generation
perspective over the long term. However, in the interim Tenet is
likely to be consuming cash at a time it is facing potentially
large liabilities with regards to ongoing investigations. As such
the company's credit profile is more indicative of the lower
rating.


TENFOLD CORP: Hires Joseph Quinn as SVP for Product Marketing
-------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, announced that Joseph Quinn has joined
TenFold as Senior Vice President, Product Marketing.

"We are in a race against time as we put critical resources in
place to enable TenFold to fully respond to sales opportunities
and productively absorb growth," said Dr. Nancy Harvey, TenFold's
President and CEO.  "Joe Quinn is an exceptionally talented and
experienced technology executive.  He can look any prospective
customer in the eye and affirm for them that he has personally
overseen the building, deploying, and dynamic maintenance of a
TenFold-powered enterprise application.  His substantial, recent
industry expertise, as well as his visceral understanding of the
unique Speed, Quality, and Power of EnterpriseTenFold are real
assets.  We are delighted to have Joe on our team."

Mr. Quinn has been building mission critical computer systems for
the past 19 years.  In his latest project, Joe was instrumental in
helping a major insurance organization use TenFold's
EnterpriseTenFold universal application to build and deploy into
production a policy administration system.  Prior to starting his
own company, Joe worked 8 years at Andersen Consulting, now
Accenture, where he was a Senior Technology Manager.  There, he
focused on building large-scale systems for several Fortune 100
companies.  Joe received his Bachelor of Science of Computer
Engineering from the University of Illinois.

"I couldn't really imagine giving up the computer consulting
business I'd built over the last 5 years, except to join TenFold,"
said Joe Quinn, TenFold's new Senior Vice President, Product
Marketing.  "But, TenFold's technology uniquely solves the biggest
challenge facing large companies -- replacing old, tired, poorly-
performing legacy applications.  And, being able to have a real
role in introducing this important technology to the market was
an opportunity that I couldn't pass up."

"I have worked closely with Joe Quinn for over three years as he
provided project management leadership to an important TenFold
customer," said Jeffrey L. Walker, TenFold's founder and CTO.  
"Joe's focus and project management skills took full advantage of
the Speed, Quality, and Power of TenFold's technology.  In my
view, Joe was personally responsible for one of the most complex
applications ever built using EnterpriseTenFold.  I'm delighted to
know that all our customers will be able to benefit from his
skills and experience going forward."

TenFold (OTC Bulletin Board: TENF) licenses its patented
technology for applications development, EnterpriseTenFold(TM), to
organizations that face the daunting task of replacing obsolete
applications or building complex applications systems.  Unlike
traditional approaches, where business and technology requirements
create difficult IT bottlenecks, EnterpriseTenFold technology lets
a small, business team design, build, deploy, maintain, and
upgrade new or replacement applications with extraordinary speed
and limited demand on scarce IT resources.  For more information,
visit http://www.10fold.com/    

Tenfold Corporation's September 30, 2003 balance sheet shows total
stockholders' deficit of $11,510,000 compared to a deficit of
$25,225,000 as of December 31, 2002.    


TIME WARNER: S&P Assigns Low-B/Junk Level Ratings to Senior Debts
-----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' rating to Time
Warner Telecom Holdings Inc.'s senior secured second-lien
floating-rate notes due 2011 and its 'CCC+' rating to the
company's senior unsecured notes due 2014, which total $800
million in aggregate. Time Warner Telecom Holdings is an
intermediate holding company for Littleton, Colorado-based fiber
facilities-based competitive local exchange carrier Time Warner
Telecom Inc. Both issues will be issued under Rule 144A with
registration rights. Proceeds will be used to repay $396 million
of bank debt, as well as call $400 million of 9.75% senior notes
at Time Warner Telecom Inc.

Outstanding ratings on Time Warner Telecom, including the 'B'
corporate credit rating, were affirmed. The outlook was revised to
stable from negative.

The ratings on the two new note issues reflect their relative
standings in the capital structure. The secured notes are secured
by a second lien on the assets of the guarantors, which include
the operating companies. As such, they are senior to all of the
company's obligations other than borrowings under the new $150
million revolving credit, which has a first-priority lien on the
assets and stock of the borrower and the guarantors. As a result,
the secured notes are rated the same as the corporate credit
rating. The unsecured notes are junior to both the bank
borrowings, as well as the senior secured second-lien notes and
obligations at the operating companies. Given the degree of
concentration of such obligations relative to total assets, these
notes are rated two notches below the corporate credit rating.

"The outlook change reflects expectations that the company's
refinancing will improve its overall liquidity by eliminating debt
amortization of about $206 million through 2007 under the $396
million bank loan," said credit analyst Catherine Cosentino. "The
bank loan also contained tightening financial maintenance
covenants that had been a concern to Standard & Poor's. In
addition, the company has been able to maintain substantial cash
and marketable securities balances, which totaled $479 million as
of Dec. 31, 2003." The outlook revision also reflects Time Warner
Telecom's continued execution of its business expansion plan.
Despite continued disconnects from both MCI WorldCom and other
carriers, the company has been able to maintain a fairly stable
base of business through aggressive selling efforts, particularly
to the enterprise market.

The ratings on Time Warner Telecom reflect the company's high
business risk (despite the aforementioned sales efforts) in light
of continued and potentially higher prospective competition from
the incumbent local carriers, as well as the vulnerabilities the
company may face in a weak telecom environment. Time Warner
Telecom continues to rely on distressed or bankrupt long-distance
carriers as customers for an ongoing portion of its overall
business. MCI WorldCom is the company's largest customer, though
with its bankruptcy in 2002, MCI WorldCom has pared back its
business with Time Warner Telecom.


TROPICAL SPORTSWEAR: Taps Alvarez & Marsal to Review Business Plan
------------------------------------------------------------------
Tropical Sportswear Int'l Corporation (Nasdaq:TSIC) announced its
first quarter results.

Net sales for the first quarter of fiscal 2004 were $77.3 million
as compared with $99.0 million in the same period last year. The
Company incurred a net loss for the first quarter of fiscal 2004
of $10.4 million, or $0.94 per diluted share as compared with a
net loss of $5.0 million or $0.45 per diluted share in the same
period last year. Gross margin for the first quarter of fiscal
2004 was $11.4 million, or 14.8% of net sales, as compared with
gross margin of $20.8 million, or 21.0% of net sales for the same
period last year. Gross margins for the first quarter of fiscal
2004 were impacted by the continuing closeout sales for excess
inventory which was built up during the prior fiscal year.

Selling, general and administrative expenses for the first quarter
of fiscal 2004 were $17.9 million as compared with $22.3 million
for the same period last year. The decrease in selling, general
and administrative expenses resulted from a reduction of variable
sales related expenses and continuing efforts to reduce costs.
Other charges of $3.8 million recorded in the first quarter of
fiscal 2003 related to a separation agreement with the Company's
former chief executive officer, offset in part by a reduction of
estimated costs related to the consolidation and reorganization of
the Company's Savane(R) division.

Michael Kagan, CEO, commented, "During the first quarter, the
Company set certain plans in motion to further reduce overhead. A
reduction in personnel from November to January is expected to
lower employee-related costs by approximately $6.4 million per
annum. The full effect of this reduction should occur during the
third quarter of this fiscal year. In addition, the Company has
decided to transition its Tampa, Florida cutting operations to
contractors in the Dominican Republic and Honduras. The phase out
of the Tampa, Florida cutting operations is expected to be
completed during March 2004."

The Company also announced that it has engaged Alvarez & Marsal
LLC, a global turn-around and restructuring firm with extensive
experience in the textile and apparel industries, as advisors to
the Company's management and Board of Directors. Alvarez & Marsal
will assist the Company in the evaluation of its current business
plan and in the identification of cost reduction and operations
improvement opportunities.

The Company, as previously announced in January, has engaged BOLT
Group as its brand marketing and communications agency for the
Savane(R) brand. BOLT will provide direction in brand strategy,
research, repositioning, and creative development for the
Savane(R) brand.

The Company's most current releases may be viewed on the Company's
Web site at http://www.tropicalsportswear.com/  

TSI is a designer, producer and marketer of high-quality branded
and retailer private branded apparel products that are sold to
major retailers in all levels and channels of distribution.
Primary product lines feature casual and dress-casual pants,
shorts, denim jeans, and woven and knit shirts for men, women,
boys and girls. Major owned brands include Savane(R), Farah(R),
Flyers(TM), The Original Khaki Co.(R), Bay to Bay(R), Two
Pepper(R), Royal Palm(R), Banana Joe(R), and Authentic Chino
Casuals(R). Licensed brands include Bill Blass(R) and Van
Heusen(R). Retailer national private brands that we produce
include Puritan(R), George(TM), Member's Mark(R), Sonoma(R), Croft
& Barrow(R), St. John's Bay(R), Roundtree & Yorke(R), Geoffrey
Beene(R), Izod(R), and White Stag(R). TSI distinguishes itself by
providing major retailers with comprehensive brand management
programs and uses advanced technology to provide retailers with
customer, product and market analyses, apparel design, and
merchandising consulting and inventory forecasting with a focus on
return on investment.

                           *    *    *

On December 15, 2003, the Company paid its semi-annual interest
payment of $5.5 million, to the holders of its senior subordinated
notes. Subsequent to this payment, availability on the Company's
revolver fell below $20 million resulting in a violation of
certain financial covenants. On January 12, 2004, the Company
amended its revolver, reducing the amount of the Company's maximum
borrowing from $95 million to $70 million, and amending certain of
the financial covenants. The amended revolver also contains higher
rates of interest. While the Company believes that its operating
plans, if met, will be sufficient to assure compliance with the
terms of its amended revolver, there can be no assurances that the
Company will remain in compliance through fiscal 2004.


TRUE TEMPER: S&P Puts Lower-B Level Ratings on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on golf club
shaft manufacturer True Temper Corp. and its operating subsidiary
True Temper Sports Inc. on CreditWatch with negative implications,
including TTC's 'B+' corporate credit and 'B-' subordinated debt
ratings, and TTSI's 'B+' corporate credit, 'BB-' senior secured
bank loan, and 'B-' subordinated debt ratings.

Approximately $125 million of total debt was outstanding at TTC as
of Sept. 28, 2003.

The CreditWatch placement follows the Feb. 2, 2004, announcement
by Cornerstone Equity Investors, the company's current equity
sponsor, that it had signed an agreement to sell its investment in
TTC to the company's management as well as the firm Gilbert Global
Equity Partners and related entities. Although terms of the
transaction were not disclosed, Standard & Poor's believes that
the company will likely remain highly leveraged and that the sale
could result in a weaker financial profile.

"Standard & Poor's will continue to monitor developments and will
meet with management to discuss the company's business strategy,
future capital structure, and financial policy before resolving
the CreditWatch listing," said credit analyst David Kang.

Memphis, Tennessee-based TTC, through its operating subsidiary
TTSI, is a leading designer, manufacturer, and marketer of golf
club shafts.


UNITED AIRLINES: Wants Final Approval for Leslie Frank Settlement
-----------------------------------------------------------------
On February 7, 1992, Leslie Frank and 12 other plaintiffs filed
an employment-related putative class action suit against United
Airlines, Inc., before the United States District Court for the
Northern District of California.  The Plaintiffs represent a
class of female flight attendants alleging that the Debtors'
weight program violated Title VII of the Civil Rights Act of
1964.  The Flight Attendants allege that the weight program was
more burdensome on females than males, made employment more
difficult for older flight attendants than younger ones, and was
administered in a discriminatory manner.  

On April 29, 1994, the District Court certified a Title VII sex
discrimination class under Rule 23 of the Federal Rules of Civil
Procedure.  Litigation proceeded and, on December 14, 2001, the
Parties entered into mediation before the Honorable Charles B.
Renfew, a retired federal judge.  As a result, on December 6,
2002, on the eve of the Debtors' bankruptcy filing, the Parties
reached a final settlement.

Pursuant to the Settlement, the Debtors will pay:

   (a) $30,027,906 to the Flight Attendants' Class; and

   (b) attorneys' fees and costs as awarded by the District
       Court -- which will not exceed $6,036,947 in fees and
       $471,640 in costs -- plus interest at 2%.

Once the District Court has approved the Settlement, this matter
will be turned over to the Bankruptcy Court as an allowed
prepetition claim and will be treated as any other allowed
prepetition general unsecured claim.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, notes that Rule
23(e) requires the District Court to hold a fairness hearing to
approve the terms of the Settlement.  As part of the Settlement,
the Debtors agreed that, if they filed for bankruptcy, they would
lift the automatic stay to conduct the fairness hearing to obtain
final approval of the Settlement.

Therefore, the Debtors ask Judge Wedoff to modify the automatic
stay to allow the District Court to conduct the fairness hearing
to give final approval of the Settlement.

James M. Finberg, Esq., at Leiff, Cabraser, Heimann & Bernstein,
represented the Flight Attendants in the Class Action. (United
Airlines Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


UNUMPROVIDENT CORP: Outlines Plan to Restructure Argentinean Units
------------------------------------------------------------------
UnumProvident Corporation (NYSE: UNM) entered into an agreement in
principle that will result in the restructuring of its operations
in Argentina, placing its current assets, Boston Compania
Argentina de Seguros S.A. and Fibos S.A., under a new holding
company to be formed as Unum Latin America Holdings S.A.  

This agreement will also result in the infusion of additional
capital into these operations, as Unum Latin America Holdings S.A.
is to accept new investors, consisting of one of the investment
funds managed by Tenax Investment Partners and part of the Boston
Seguros management team.  With the completion of this
restructuring, UnumProvident will hold a 40 percent ownership
interest in the operations, and conclude another phase in a
process begun in December 2003, whereby Boston Seguros' capital
position will have been strengthened by $3.5 million.

The transaction is expected to close in March 2004, subject to the
execution and closing of a definitive agreement, as well as
approval by Argentine regulators.

Serving the Argentine market since 1925, Boston Compania Argentina
de Seguros, S. A., the centerpiece of UnumProvident's Argentine
operations, is a leading provider of property and casualty
insurance products in Argentina, with branches in the cities of
Buenos Aires, Bahia Blanca, Bariloche, Comodoro Rivadavia,
Cordoba, Mar del Plata, Mendoza, Rosario, and Tucuman.

Thomas R. Watjen, UnumProvident Corporation's President and Chief
Executive Officer, said, "This agreement is consistent with our
strategic objective of focusing our resources on our income
protection businesses. While we retain an ownership position in
the operations, this agreement is a step in the direction of
continuing to focus our attention on our opportunities in the
United States and United Kingdom."

UnumProvident (S&P, BB+ Preferred Share Rating, Negative) is the
largest provider of group and individual disability income
protection insurance in the United States and United Kingdom.
Through its subsidiaries, UnumProvident insures more than 25
million people and paid US$4.8 billion in total benefits to
customers in 2002.  With primary offices in Chattanooga, Tenn.,
and Portland, Maine, the company employs more than 13,000 people
worldwide. For more information, visit
http://www.unumprovident.com/   


US AIRWAYS: EDS Withdraws $20.3 Million Administrative Claim
------------------------------------------------------------
On May 15, 2003, Electronic Data Systems Corporation filed Claim
No. 5643, asserting an administrative liability claim for
$20,288,646 allegedly against U.S. Airways, Inc.  Claim No. 5643
sought recovery for services allegedly provided by EDS to USAI
after the Petition Date but before the Plan became effective.  
EDS provided these services pursuant to the First Amended and
Restated Information Technology Services Agreement.

The Reorganized Debtors contest the Claim.  To settle the issue,
EDS concedes in a stipulation that, since the filing of Claim No.
5643, the Reorganized Debtors have paid all invoices during the
period.  Since the Plan became effective, the parties have
entered into a new contract that replaces the ITS Agreement.  As
a result, Claim No. 5643 is withdrawn. (US Airways Bankruptcy
News, Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


US AIRWAYS: Reports 8.2% Increase in January 2004 Traffic
---------------------------------------------------------
US Airways reported its January 2004 passenger traffic.

Mainline revenue passenger miles for January 2004 increased 8.2
percent on a 4.5 percent increase in available seat miles compared
to January 2003.  The passenger load factor was 64.4 percent, a
2.2 percentage point increase compared to January 2003.

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc. -
- reported an 8.2 percent decrease in revenue passenger miles for
the month of January 2004 on 10.3 percent less capacity compared
to the same period in 2003.  The passenger load factor was 44.4
percent, a 1.0 percentage point increase compared to January 2003.

Mainline system passenger unit revenue for January 2004 is
expected to increase between 1.0 percent and 2.0 percent compared
to January 2003.

US Airways ended the month by completing 98.5 percent of its
scheduled flights.  Operational performance in January 2004, like
the previous month, was affected in part by harsh winter weather
conditions.


US AIRWAYS: Comments on Court's Aircraft Maintenance Decision
-------------------------------------------------------------
US Airways issued the following statement in response to Tuesday's
ruling by the United States Court of Appeals for the Third Circuit
in Philadelphia regarding the use of a third-party maintenance
repair provider.

"The Court's decision validates the company's consistent legal
opinion that this issue is a minor contract dispute under the
Railway Labor Act that must be resolved through arbitration
between US Airways and the International Association of
Machinists.  We are prepared to quickly arbitrate this matter as
our collective focus must be to meet the travel plans of our
customers without interruption."


USEC INC: Year-End 2003 Financial Results Enter Positive Territory
------------------------------------------------------------------
USEC Inc. (NYSE:USU) reported net income of $10.7 million or $.13
per share for the year ended December 31, 2003, compared to a loss
of $3.3 million or $.04 per share in 2002. For the quarter ended
December 31, 2003, USEC reported net income of $0.9 million or
$.01 per share, compared to a loss of $15.9 million or $.19 per
share during the same period in 2002. To provide investors with a
clearer understanding of financial results from the Company's
government contract services, USEC now reports billings for
government contract services in revenue and the cost of these
services as expenses. This change has no impact on net income.

For the year, lower purchase and production costs improved gross
profit to $165.1 million, 79 percent higher than a year earlier.
The gross margin was 11.3 percent compared to 6.6 percent in the
previous year. Expenses for advanced technology development,
reported below the gross profit line, were $21.9 million higher
than in 2002 as USEC accelerated its timetable for demonstrating
the American Centrifuge technology. This accelerated investment
had the effect of reducing net income by $26.5 million in 2003 and
by $11.4 million in 2002. USEC expects to continue its substantial
investment of profits in the American Centrifuge, which should
position the Company to build and operate the world's most
efficient uranium enrichment technology.

"Our financial performance continues to improve and we've made
substantial strides in our strategic initiatives," said William H.
Timbers, USEC president and chief executive officer. "We made
progress in signing new contracts at today's improved prices and
signed $2.1 billion in future sales during 2003, which has
increased our backlog. We continue our clear focus on the future
efficiency of USEC's enrichment operations through our substantial
investment in the American Centrifuge. We are confident that we're
on the right track."

                      Revenue and Cost of Sales

Revenue for the year was $1,460 million, up from $1,397 million in
2002. Higher sales volume and prices for natural uranium offset a
previously projected decline in Separative Work Unit revenue.
Revenue from sales of natural uranium more than doubled to $169.1
million; of this amount $71 million of the uranium sold was
provided by uranium generated from underfeeding in the production
process or from third-party suppliers. For the fourth quarter,
revenue was $430 million, compared to $383 million in the same
period a year earlier.

USEC's customers generally place orders under their long-term
contracts tied to reactor refuelings that occur on a 12- to 24-
month cycle. Therefore, quarterly comparisons of USEC's financials
are not necessarily indicative of the Company's longer-term
results.

Revenue from sales of the SWU component of low-enriched uranium
was down in 2003 due to the lingering effect of lower-priced
contracts signed in the late 1990s when foreign competitors sold
unfairly priced SWU in the United States. Sales volume in 2003 was
4 percent lower compared to a year earlier and average SWU prices
billed to customers were 1.6 percent lower. Market prices for SWU
improved beginning in 2001 and USEC has been signing new long-term
contracts at these higher prices.

Unit production costs in 2003 declined 4 percent due in part to
steps taken by USEC to lower labor costs through workforce
reductions and to use its electric power more efficiently. Lower
purchase costs in the first year of a market-based pricing
agreement with Russia under the Megatons to Megawatts program
helped to reduce overall SWU unit cost of sales by 6 percent in
2003. The effect of lower purchase costs will continue to benefit
cost of sales in future periods due to the Company's average
inventory cost methodology and its significant SWU inventories.

Selling, general and administrative expenses were $15.3 million
higher than 2002 due to costs related to the early retirement of
two senior executives, an increase in insurance premiums, higher
consultant fees, and an increase in franchise taxes.

             American Centrifuge Plant Site Selected

USEC announced in January that it selected Piketon, Ohio as the
location for its state-of-the-art gas centrifuge uranium
enrichment plant. The American Centrifuge is expected to be the
world's most efficient enrichment technology and help improve
USEC's competitive position by lowering its cost structure. This
advanced technology will use only 5 percent of the electricity
required by a comparably sized gaseous diffusion plant. USEC
selected Piketon for its mix of economic benefits, existing
buildings designed specifically for centrifuge machines, seismic
stability and schedule advantage.

USEC has completed refurbishment of the Centrifuge Technology
Center in Oak Ridge, Tennessee where key components of centrifuge
machines have been fabricated and are undergoing testing in
preparation for the demonstration that begins in Piketon in 2005.

Spending on advanced technology, primarily the American
Centrifuge, totaled $44.8 million in 2003, an increase of 96
percent over the $22.9 million spent in 2002. These development
costs are charged to expense. Costs associated with the commercial
facility will begin to be capitalized in 2004. USEC expects the
commercial centrifuge plant will cost up to $1.5 billion and the
plant will reach its 3.5 million SWU capacity by 2010.

                            Outlook

USEC expects revenue to be approximately $1.4 billion in 2004,
with about half coming in the fourth quarter due to timing of
customer orders. SWU revenue will be impacted by the temporary
shutdown of 10 power reactors of a major Japanese customer (See
Other Business Matters, below). Revenue includes expected natural
uranium sales of about $170 million, of which $70 million will be
from uranium underfeeding in the production process or provided by
third-party uranium suppliers. Revenue from government contract
services is not expected to change significantly from 2003.

In 2004, USEC expects to invest approximately $70 million in the
American Centrifuge. Of this amount, $50 million related to
development work will be expensed, which has the effect of
reducing USEC's net income by about $30 million. Approximately $20
million related to the commercial centrifuge plant is expected to
be capitalized in 2004.

Given the substantial investment in the American Centrifuge
referenced above, USEC expects net income in 2004 to be in a range
of $6 to $8 million. The gross profit margin should remain at 11
percent, about the same as 2003.

Cash flow from operating activities in 2003 was $144.9 million,
reflecting sales from inventory, and the cash balance at December
31, 2003, was $249.1 million. This was higher than previous
guidance due to the timing of customer collections and the change
in payment date for power contract termination costs. USEC
anticipates that operating cash flow in 2004 will be in a range of
$(110) to $(130) million and that capital expenditures unrelated
to the American Centrifuge will be in a range of $10 to $15
million. The Company anticipates ending the year with a cash
balance in a range of $40 to $60 million and that net cash flow
from operating activities will again return to positive levels in
2005. USEC has no short-term debt, and the debt to total
capitalization ratio is 36 percent.

                      Other Business Matters

-- USEC, Ohio Valley Electric Corp., and the Department of Energy
   reached agreements in principle on a majority of the terms
   resolving termination of a power contract in 2003. The
   agreement is expected to cover a portion of postretirement
   benefits for OVEC employees and retirees, and shutdown costs
   when the plants are ultimately retired. The cash payment is
   expected to be made in the first quarter of 2004.

-- A Japanese customer continues to seek regulatory permission to
   restart 10 nuclear reactors that were shut down for special
   inspections in early 2003. USEC supplies about half of the low-
   enriched uranium for these reactors, and the continued delay in
   restarting the reactors postpones the utility's requirement for  
   reloading fuel. These temporary shutdowns will impact 2004
   revenue, and USEC expects that 2005 revenue will also be
   adversely affected.

-- USEC continues to process and clean a portion of its uranium
   inventory that contains elevated levels of technetium (Tc99).
   The Company received this uranium from DOE prior to
   privatization and has been implementing a unique process since
   July 2002 for reducing the contaminants to meet industry
   standards so that it may be sold or used in uranium enrichment
   production. Through December 31, 2003, USEC had cleaned 3,544
   metric tons of the 9,550 metric tons of affected uranium. Under
   the DOE-USEC Agreement, DOE is obligated to replace or
   remediate the contaminated uranium.

USEC Inc. (NYSE:USU) (S&P, BB Corporate Credit Rating, Stable), a
global energy company, is the world's leading supplier of enriched
uranium fuel for commercial nuclear power plants.


US LIQUIDS: Agrees to Sell Business and Extends Credit Facility
---------------------------------------------------------------
US Liquids Inc. (OTC Pink Sheets: USLQ) a provider of waste
management services, signed a definitive agreement to sell (i)
substantially all of the assets of its USL Detroit, USL Florida
and USL First Source businesses, and (ii) substantially all of the
assets of its Waste Research business other than the waste
processing facility in Macon, Georgia, to EQ -- The Environmental
Quality Company.  USL Detroit, which operates a waste processing
facility in Detroit, Michigan, processes and disposes of hazardous
and nonhazardous wastes such as acids, flammable and reactive
wastes and industrial wastewater.  

USL Florida, which operates a waste processing facility in Tampa,
Florida, processes and disposes of hazardous and nonhazardous
liquid wastes such as household hazardous waste and industrial
wastewater.  USL First Source owns and operates a number of mobile
waste processing units.  The portion of the Waste Research
business being sold includes a waste processing facility in
Augusta, Georgia, which processes and disposes of nonhazardous
liquid waste and industrial wastewater.

Prior to a post closing working capital adjustment, EQ has agreed
to pay $12.235 million to the Company, including $1.0 million of
which will be paid to the United States of America in full and
complete satisfaction of all amounts still owing by USL Detroit
under the terms of its settlement of the investigation of its
Detroit facility that was commenced by the EPA and the FBI in
August 1999.  The remaining net proceeds of the transaction will
be used to pay transaction expenses and reduce the amount
outstanding under the Company's credit facility.  The transaction,
which is subject to customary closing conditions including
regulatory approvals, is expected to close by February 9, 2004.

The Company also announced that its lenders have agreed to further
amend the terms of the Company's revolving credit facility.  This
amendment extends the maturity date of the credit facility to
March 12, 2004 and modifies certain of the financial covenants.  
This amendment also provides that the failure to consummate the
above-described sale to EQ Environmental by February 13, 2004 will
constitute an event of default under the credit facility.

"EQ is excited about this transaction, because of the additional
value that it brings to our organization," said EQ President David
Lusk.  "The USL assets are high quality facilities that are run by
experienced managers.  We gain new service lines and distribution
channels, along with expanded geographic reach to serve new and
exiting customers."

EQ -- The Environmental Quality Company is a Michigan-based
environmental services organization that offers a comprehensive
range of high quality services to industrial and municipal
customers throughout North America.  The organization has
approximately 500 employees and generates approximately $150
million in annual revenue from 30 locations in the United States
and Argentina.
    
                     *    *    *

As reported in Troubled Company Reporter's November 19, 2003
edition, the Company is pursuing the sale of additional operating
units and assets in order to reduce its indebtedness. There can be
no assurance that the Company will be successful in selling
additional business units or assets or that the proceeds received
from future sales will be sufficient to satisfy the Company's
obligations. In the event the proceeds from future sales are not
sufficient, the Company may be required to seek protection from
its creditors under the federal bankruptcy laws.

As a result of the financial statement restatements, which are
required in order to treat certain sales of business units as
discontinued operations, discussions with lenders to extend the
maturity date of the credit facility, personnel reductions,
negotiations with prospective purchasers of additional business
units, and the requirement that the filing be reviewed by the
Company's independent auditors, the Company will not meet the
filing deadline for the Form 10-Q for the quarter ended
September 30, 2003. The Company expects to file its third quarter
Form 10-Q by December 31, 2003. In connection with filing its
third quarter Form 10-Q, the Company expects to report revenues
from continuing operations in the range of $17 million to $18
million for the quarter ended September 30, 2003. In the
comparable prior year quarter, the Company's revenues from
continuing operations were $19 million to $20 million. Revenues
from continuing operations exclude the revenues of the business
units sold to ERP Environmental and the revenues of Waste Stream
Environmental. Revenues from continuing operations include the
revenues of the Northern A-1, Gateway Terminal Services and
National Solvent Exchange business units that were sold in the
fourth quarter of 2003.


VAIL RESORTS: US Forest Service Approves Keystone Ski Expansion
---------------------------------------------------------------
Adam Aron, chairman and chief executive officer of Vail Resorts,
announced that effective immediately the U.S. Forest Service has
approved the addition of an impressive 861 acres of ski terrain to
the Keystone Ski Resort.

The new terrain, known as Erickson Bowl and Little Bowl, will be
used for in-boundary bowl skiing above treeline and tree skiing,
accessed via snowcat adventure tours.

With this addition of new ski terrain, Keystone, already the fifth
most visited ski resort in the U.S., crosses two important
thresholds that distinguish the nation's premier ski resorts.
Keystone will now have 2,722 acres of ski terrain and 3,128
vertical feet of skiing, with the highest elevation point at
12,408 feet. Having more than 2,500 acres of ski terrain and more
than 3,000 feet of vertical drop creates a ski, snowboard and
snowcat experience rivaled by only a very few ski mountains in all
of North America.

This major upgrade to Keystone's terrain is part of a major
overhaul of Keystone Resort, initiated by Vail Resorts over the
past several years. Keystone has received tens of millions of
dollars of recent investment in new lifts, new snowmaking systems,
new terrain parks, enhanced grooming, new restaurants, new retail
outlets and renovated hotels. In addition, River Run Village, a
new base village developed over the past several years at the foot
of the gondola servicing Keystone's Dercum Mountain, offers
hundreds of attractive condominium accommodations and dozens of
restaurant and retail outlets.

"Vail Resorts has been seriously dedicated to the mission of
upgrading the guest experience at our Keystone Resort. With this
announcement that Keystone will now offer more than 2,500 acres of
ski terrain and more than 3,000 feet of vertical drop, Keystone
can clearly hold its head high that it is absolutely one of the
nation's premier ski resorts. Even before this terrain expansion,
Keystone was the fifth most visited ski resort in the U.S., and
has been ranked by SKI Magazine as one of the nation's finest
resorts. Now with the expansion of snowcat-served bowl and tree
skiing, combined with recent investments we have made in improved
snowmaking, larger terrain parks, and the energy found in the new
River Run Village, Keystone's future is brighter than ever," said
Aron.

The new snowcat adventure tours will commence at Keystone in the
next several weeks, for which there will be an added fee, above
and beyond the normal lift ticket or season pass.

Roger McCarthy, senior vice president and chief operating officer
for Keystone Resort, said: "We are especially appreciative of all
of the effort that the U.S. Forest Service dedicated to evaluating
the proposed new snowcat-served bowl and tree skiing at Keystone.
It opens an exciting new chapter in the evolution of Keystone
Resort. We know it will be immensely popular with our guests."

Vail Resorts, Inc. is the leading mountain resort operator in the
United States.  The Company's subsidiaries operate the mountain
resorts of Vail, Beaver Creek, Breckenridge and Keystone in
Colorado, Heavenly in California and Nevada, and the Grand Teton
Lodge Company in Jackson Hole, Wyo.  The Company also operates its
subsidiary, RockResorts, a luxury resort hotel company with 10
distinctive properties across the United States.  Vail Resorts
Development Company is the real estate planning, development,
construction, retail leasing and management subsidiary of Vail
Resorts, Inc. The Vail Resorts company Web site is
http://www.vailresorts.com/and consumer Web site is
http://www.snow.com/  

Vail Resorts, Inc. (S&P, BB- Corporate Credit Rating, Negative) is
a publicly held company traded on the New York Stock Exchange
(NYSE: MTN).


VINTAGE PETROLEUM: Sets Q4 and YE 2003 Conference Call on Feb. 19
-----------------------------------------------------------------
Vintage Petroleum, Inc. (NYSE:VPI), will hold its 4th quarter and
year end 2003 results conference call on Thursday, February 19,
2004, at 4:00 p.m. Eastern Time (3 p.m. Central Time).

This call is being webcast by CCBN and can be accessed at
Vintage's web site at http://www.vintagepetroleum.com/  

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at www.fulldisclosure.com or by
visiting any of the investor sites in CCBN's Individual Investor
Network. Institutional investors can access the call via CCBN's
password-protected event management site, StreetEvents --
http://www.streetevents.com/  

Vintage Petroleum, Inc. (S&P, BB- Debt Rating, Negative) is an
independent energy company engaged in the acquisition,
exploitation, exploration and development of oil and gas
properties and the gathering and marketing of natural gas and
crude oil. Company headquarters are in Tulsa, Oklahoma, and its
common shares are traded on the New York Stock Exchange under the
symbol VPI.

For additional information visit the company Web site at
http://www.vintagepetroleum.com/


WALTER INDUSTRIES: Q4 and Full-Year 2003 Results Sink Into Red Ink
------------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) reported a net loss of $4.3
million, or $0.10 per diluted share, for the fourth quarter ended
December 31, 2003.  The Company reported full year income from
continuing operations of $3.3 million, or $0.08 per diluted share,
and a loss from discontinued operations of $32.7 million, or $0.75
per diluted share. The net loss for the year was $29.0 million, or
$0.67 per diluted share.

The loss from continuing operations for the fourth quarter was
$19.3 million, or $0.46 per diluted share.  The loss from
continuing operations before special items was $10.8 million, or
$0.26 per diluted share, slightly better than the Company's
previous guidance of $0.27 to $0.33 per diluted share.  As
expected, fourth quarter results from continuing operations
reflected difficult operating conditions in the Company's mining
business, increases in workers compensation accruals, delayed
completions in the Homebuilding segment and lower volumes at U.S.
Pipe.

Charges for special items in the quarter totaled $8.5 million, or
$0.20 per diluted share, for the early closure of one of the
Company's mines, the early payoff of Company debt and a charge
related to the expected closure of the remaining operations of the
Company's Southern Precision subsidiary. Income from discontinued
operations in the quarter totaled $15.0 million, or $0.36 per
diluted share.  This included a $20.1 million after-tax gain from
the sale of the Company's JW Aluminum subsidiary, offset by an
additional $10.5 million loss on the sale of AIMCOR.  The
additional AIMCOR loss primarily reflected the write-off of
certain state and foreign tax benefits that the Company will
likely not utilize.

"While the Company made significant progress on a number of
strategic initiatives in 2003, we were clearly not satisfied with
the operating results for the remainder of our businesses," said
Chairman and Chief Executive Officer Don DeFosset.  "However, we
foresee improvements in both the operating environments and
performances of these businesses versus the second half of 2003
that should result in much improved financial results for the
coming year."

In the fourth quarter, the Company completed the sales of both
AIMCOR and JW Aluminum, the sale of the resin-coated sand business
of Southern Precision, and the sale of its former headquarters
building.  Together these transactions generated gross proceeds in
excess of $265 million that have principally been used to reduce
borrowings and increase liquidity.  The progress on divestitures
has been significant, reducing the complexity of Walter
Industries, which is critical for devoting more focused efforts on
core operations.

             Fourth Quarter 2003 Financial Results

The net loss for the fourth quarter ended December 31, 2003 was
$4.3 million, or $0.10 per diluted share.  This compares with
earnings in the year-ago period of $14.6 million, or $0.33 per
share.  The 2003 results reflected after-tax charges totaling $8.5
million, or $0.20 per diluted share, for the early closure of one
of Jim Walter Resources' coal mines, the early payoff of senior
debt using proceeds from recent divestitures and a charge related
to the expected shut-down of the remaining operations of the
Southern Precision subsidiary.

Excluding charges for these special items, the loss from
continuing operations was $10.8 million, or $0.26 per diluted
share.  Fourth-quarter results from continuing operations
reflected weaker performance in all operating segments, but the
primary contributors were Natural Resources, Homebuilding and U.S.
Pipe.  Two of Jim Walter Resources' mines continued to face
geologic issues that raised production costs and reduced output.
Homebuilding continued to face issues related to higher costs and
lower home completion volume in the quarter, while U.S. Pipe
experienced some temporary volume decreases related to the effects
of a fourth-quarter price increase. Quarterly results also
reflected increased accruals for workers compensation of $5.9
million after taxes in several of the businesses as the result of
increased loss experience and changes in actuarial assumptions.

Net sales and revenues were $319.8 million, down 1.2% for the
quarter versus the year-ago period, with the decrease occurring
principally at U.S. Pipe.  Earnings before senior debt interest,
taxes, depreciation, amortization and non-cash post-retirement
health benefits (EBITDA) totaled $34,000 during the fourth
quarter, compared with $25.5 million in the prior-year period.  
Net sales and revenues and EBITDA exclude amounts related to
discontinued operations.

                   2003 Financial Results

The Company reported full year income from continuing operations
of $3.3 million, or $0.08 per diluted share, and a loss from
discontinued operations of $32.7 million, or $0.75 per diluted
share. The net loss for the year was $29.0 million, or $0.67 per
diluted share.  The Company reported a net loss of $1.17 per
diluted share for 2002, after the $125.9 million after-tax
cumulative impact of adopting FAS 142.  Net income, excluding the
impact of adopting FAS 142, was $73.4 million, or $1.64 per
diluted share, for the year ended December 31, 2002.

Excluding the impact of special items, the loss from continuing
operations was $0.5 million, or $0.01 per diluted share in 2003,
compared to income of $54.0 million, or $1.21 per diluted share in
2002.  More than half of this decline occurred in the Natural
Resources segment where geologic problems impacted costs and
production throughout the year.  Lower earnings at U.S. Pipe and
in the Homebuilding segment were also significant contributors to
the decrease.  While operating income for the Financing segment
declined slightly, this business remains a consistent performer in
terms of both earnings and cash flow generation.

Net sales and revenues were $1.3 billion for 2003, a 1.0% decrease
from the previous year. Lower pipe volumes, partially offset by
price increases, accounted for this decrease.  Earnings before
senior debt interest, taxes, depreciation, amortization and non-
cash post-retirement health benefits (EBITDA) totaled $60.1
million for 2003, compared with $149.2 million in 2002. Net sales
and revenues and EBITDA exclude amounts related to discontinued
operations.

            Fourth-Quarter Results By Operating Segment
            (Continuing Operations Excl. Special Items)

The Homebuilding segment reported fourth-quarter revenues of $70.4
million, essentially flat with the year-ago period. This was the
result of higher average net selling prices offsetting lower unit
completion volumes. Homebuilding completed 1,036 homes during the
current quarter at an average net selling price of $67,900,
compared with 1,084 homes at a $64,500 average price for the same
period the previous year.  The higher average net selling price
reflects the Company's ongoing strategy to market and sell larger
homes with more amenities.  The segment operating loss in the
fourth quarter was $2.8 million, compared to operating income of
$5.2 million in the prior year period.  This decrease was due to
higher lumber, insurance and other costs that reduced margins and
other costs incurred related to reorganization of the sales and
construction groups and implementation of a new enterprise system.

A major focus for the Homebuilding segment in 2004 will be on
increasing home sales and completions.  Jim Walter Homes has
recently hired a new President, who is aggressively driving a
number of significant new sales and marketing initiatives, such as
expansion of the Company's product lines.

The Financing segment reported quarterly revenues of $59.5 million
compared with $57.9 million in the year-ago period.  Operating
income decreased by $3.0 million, to $10.7 million, primarily due
to a higher provision for losses, as a record level of
bankruptcies and related foreclosures continue to move through the
repossession and resale process. Income was also impacted by
increased expenses related to higher commissions paid for
insurance placed on customer homes and costs related to
implementation of new financial systems.  Prepayment speeds were
9.2% in the fourth quarter, down 100 basis points from the third
quarter reflecting industry-wide increases in mortgage rates
during the period.  Prepayment speeds were 6.8% in the prior-year
period. Portfolio performance remained strong, as delinquencies
(the percentage of amounts outstanding over 30 days past due) were
6.3% at December 31, 2003, equal to the level at the end of the
third quarter and down from 7.6% at the end of last year.

The Industrial Products segment posted $106.2 million in revenues
during the fourth quarter, compared to $111.2 million in the year-
earlier period, due to lower pipe volumes, partially offset by
price increases.  Operating income for the segment decreased by
$4.8 million from $4.5 million in the prior-year period, as lower
volumes and higher costs for scrap, natural gas, other raw
materials, workers compensation and pensions were only partially
offset by price increases and productivity improvements.  The
Company recently announced its fourth price increase since June
2003 in response to higher scrap and other manufacturing costs.  
These price increases, along with continued cost reductions and
productivity improvements, are expected to drive a recovery in
operating results at U.S. Pipe in 2004.

In the Natural Resources segment, profitability declined
principally due to higher production costs and reduced coal output
at Mine No. 5 as a result of an extensive fault, and lower
production at Mine No. 7 as equipment downtime problems continued
due to difficult geologic conditions.  As a result, the segment
reported an operating loss of $11.5 million in the quarter,
compared to an operating loss of $4.3 million in the prior year.

Jim Walter Resources sold 1.46 million tons of coal at an average
price of $35.15 per ton in the fourth quarter, compared to 1.42
million tons at $36.58 per ton in the prior year's quarter. The
natural gas operation sold 2.09 billion cubic feet of gas in the
fourth quarter at an average price of $4.23 per thousand cubic
feet, compared to 2.28 billion cubic feet at $3.66 per thousand
cubic feet in the prior-year quarter.

Jim Walter Resources announced in early December, its decision to
close Mine No. 5 in late 2004, approximately two years earlier
than originally scheduled.  The Company's remaining two mines will
benefit from the closure by redeploying highly skilled miners and
equipment to increase productivity and reduce capital
requirements.  Performance at Jim Walter Resources is expected to
improve after the first quarter of 2004 when the existing panels
with difficult geologic conditions are completed and mining moves
to more productive areas.  The combination of better geologic
conditions, efficiencies related to the announced closure of Mine
No. 5 and expected solid increases in metallurgical coal pricing
in the second half of this year, should return Jim Walter
Resources to profitability in 2004.

                            Outlook

Based on current internal business forecasts and anticipated
market conditions, Walter Industries expects to generate a 2004
first-quarter operating loss in the range of  $0.11 to $0.16 per
share, and full-year earnings per share in the range of $0.60 to
$0.75.  Both of these earnings estimates exclude special items.  
As occurred in 2003, non-controllable items like geologic
conditions and scrap iron costs can cause significant variances
in operating results.

Walter Industries, Inc. (S&P, BB Corporate Credit Rating, Stable)
is a diversified company with five principal operating businesses
and annual revenues of $1.9 billion. The Company is a leader in
homebuilding, home financing, water transmission products, energy
services and specialty aluminum products. Based in Tampa, Florida,
the Company employs approximately 6,300.


WILLIAMS COS.: Reports Year-End Proved Reserves of 2.7 Tcfe
-----------------------------------------------------------
Williams (NYSE: WMB) announced that its proved U.S. natural gas
reserves at Dec. 31, 2003, were 2.7 trillion cubic feet equivalent
vs. 2.8 Tcfe a year earlier.  The change in reserves includes the
effect of the company's divestitures in 2003 of properties
totaling 390 billion cubic feet equivalent of proved reserves.

After adjusting for divested properties, Williams replaced its
2003 production of 175 Bcfe at a ratio of 254 percent.  A reserves
reconciliation follows the main text in this news release.

"Our 2003 reserves-replacement performance re-affirms that we have
retained a portfolio of world-class natural gas properties that
leverage our expertise in tight-sands gas and coalbed methane,"
said Ralph Hill, who leads Williams' exploration and production
business.

Williams' exploration and production business primarily develops
natural gas reserves in the Piceance, San Juan, Powder River and
Arkoma basins in the United States.

Approximately 98 percent of Williams' year-end 2003 U.S. proved
reserves estimates were either audited by Netherland, Sewell &
Associates, Inc., or, in the case of reserves estimates related to
properties underlying the Williams Coal Seam Gas Royalty Trust
(NYSE: WTU), were prepared by Miller and Lents, LTD.

Williams also owns an approximately 69 percent interest in APCO
Argentina (Nasdaq: APAGF), a separately traded oil and gas company
with properties in Argentina, and a 10 percent interest in the La
Concepcion oil field in Venezuela.

Williams plans to provide more 2003 operating statistics from its
exploration and production business when the company announces
year-end 2003 financial results on Feb. 19.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at http://www.williams.com/  

As reported in Troubled Company Reporter's October 16, 2003
edition, Fitch Ratings affirmed The Williams Companies, Inc.'s
outstanding senior unsecured notes and debentures at 'B+'. Also
affirmed are outstanding credit ratings for WMB's wholly-owned
subsidiaries Northwest Pipeline Corp., Transcontinental Gas Pipe
Line Corp., and Williams Production RMT Co. The Rating Outlook for
each entity has been revised to Positive from Stable. Details of
the securities affected are listed below.

The following is a summary of outstanding ratings affected by the
action:

   The Williams Companies, Inc.

        -- Senior unsecured notes and debentures 'B+';
        -- Feline PACs 'B+';
        -- Senior secured debt 'BB';
        -- Junior subordinated convertible debentures. 'B-'.

   Williams Production RMT Co.

        -- Senior secured term loan B 'BB+'.

   Northwest Pipeline Corp.

        -- Senior unsecured notes and debentures 'BB'.

   Transcontinental Gas Pipe Line Corp.

        -- Senior unsecured notes and debentures 'BB'.


WORLD AIRWAYS: Will Host Fourth-Quarter Conference Call on Monday
-----------------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) will hold a conference call on
Monday, February 9, 2004, at 4 p.m. EST to review its financial
results for the fourth quarter and 2003.  The Company plans to
release its financial results after the market closes on Thursday,
February 5.  World Airways also will include guidance for the
first quarter and 2004 in both its release and in the conference
call.

Investors can access the conference by calling 888-399-4632 prior
to the 4 p.m. start time.  The call will be replayed from 6 p.m.
EST on Monday, February 9 to 6 p.m. EST on Tuesday, February 10.  
The replay number is 800-633-8284 and the reservation number is
21184537.

Utilizing a well-maintained fleet of international range, widebody
aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 55 years.  The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.
For more information, visit the Company's Web site at
http://www.worldairways.com/    

At September 30, 2003, the company's balance sheet is upside down
by $13.7 million.


WORLDCOM INC: Wants Go-Signal for D&O Allocation Settlement Pact
----------------------------------------------------------------
National Union Fire Insurance Company of Pittsburgh, P.A. issued
liability policies to several WorldCom Inc. directors and
officers, including a Directors, Officers and Corporate Liability
Insurance Policy -- Policy No. 874-91-08 -- for policy period
December 31, 2001 to December 31, 2002.  The D&O Policy provides
two types of coverage:

   (1) for individual directors and officers; and

   (2) for WorldCom itself, to the extent of its own "entity"
       liability, and to the extent it indemnifies the directors
       and officers against covered claims.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New
York, tells the Court that:

   -- the "directors and officers liability" coverage obligates
      the insurers to pay on behalf of each director or officer
      all "loss" for which the director or officer is not
      indemnified by WorldCom and for which the director or
      officer becomes legally obligated to pay because of a claim
      first made during the policy periods for a "wrongful act"
      committed during or before the policy period; and

   -- the "company reimbursement" coverage provided under the D&O
      Policy obligates the insurers to pay, on WorldCom's behalf,
      all "loss" for which WorldCom indemnifies any director or
      officer who has become legally obligated to pay a covered
      claim.

The D&O Policy defines "loss" as the total amount that a director
or officer is obligated to pay for wrongful acts, including
damages, judgments, settlements, costs, and defense costs.  
"Wrongful act" includes any breach of duty, neglect, error,
omission, act, misstatement, or misleading statement made by an
insured in his or her capacity as a director or officer.

The National Union Policies cover many alleged acts or omissions
by a director or officer.  If a director or officer is found, in
fact, to have committed criminal or deliberate fraudulent
conduct, any claims arising out of, or based on the conduct would
generally be excluded from coverage under the National Union
Primary D&O Policy.  However, until the "in fact" finding is
made, the D&O Policy requires National Union to advance defense
costs to the individual claimants under the policy.  While the
D&O Policy does not obligate the insurers to defend a director or
an officer, the insurers are obligated to advance defense costs.

             The Original National Union Settlement

At the onslaught of federal securities and ERISA-based
litigation, National Union told WorldCom that it was rescinding
the policy due to WorldCom's submission of false and fraudulent
financial statements to induce it to issue the National Union
Policies.  National Union advised WorldCom, that the Policies
were "void from inception and of no force and effect."

In connection with the securities and the ERISA litigations, on
October 15, 2002, Judge Gonzalez authorized the Debtors' payment
of certain legal fees and expenses of their current employees and
certain Officers.  The Court allowed the Debtors to make certain
advances of legal fees and expenses on behalf of the individuals
based on their involvement in the lawsuits.  In addition, on
March 25, 2003, Judge Gonzalez approved the amendment in the
retention of Simpson, Thacher & Bartlett as the Debtors' special
counsel pursuant to which the Debtors were allowed to continue to
advance legal fees and expenses to certain former directors and
officers of WorldCom.  Pursuant to the Reimbursement Order and
the Simpson Retention, the Debtors paid close to $4,600,000 for
legal fees and expenses of certain directors, officers, and other
employees.  Thus, WorldCom sought reimbursement of the funds from
National Union under the D&O Policy.

On November 1, 2002, WorldCom and National Union reached a
settlement as to WorldCom's insurance coverage under the National
Union Policies.  The terms of the National Union Settlement are:

A. National Union extends coverage to the directors, officers and
   employees of WorldCom as insured under the National Union
   Policies severally, and not jointly or with imputation of
   knowledge or conduct, with respect to the applications for,
   and exclusions in, the Policies;

B. National Union Policies are not rescinded as to any directors,
   officers and employees of WorldCom as insured under the
   National Union Policies;

C. All directors, officers or employees of WorldCom, other than
   the "Culpable Individuals," will be covered as insured under
   the National Union Policies which will not be rescinded and
   not subject to rescission as to them; and

D. The National Union Policies are rescinded and void ab initio
   as to WorldCom, provided, however, that:

      (a) the rescission does not impact or otherwise affect
          the coverage rights of "Non-Culpable Individuals"
          under the Policies; and

      (b) WorldCom does not purport or intend to bind, or
          adversely impact the rights of, any directors,
          officers or employees of WorldCom as insured under
          the National Union Policies.

The Court approved the settlement terms on November 26, 2002,
which made available $15,000,000 in insurance proceeds under the
D&O Policy.

               Allocation of Distributions Dispute

Consequently, the Debtors and National Union agreed to a
mechanism by which the legal fees and expenses previously
advanced by the Debtors and incurred by the defendants in the
securities and the ERISA class actions would be reviewed by the
Debtors.  The fees and expenses will then be submitted to
National Union for reimbursement and payment under the National
Union Policies.  WorldCom and National Union selected retired
U.S. District Court Judge Nicholas Politan to mediate and assist
in resolving the disputes concerning reimbursement and payment
under the D&O Policy.

Ms. Goldstein relates that Bernard Ebbers and Scott Sullivan, two
of the defendants in the securities class actions, sought
reimbursement of their legal fees and expenses pursuant to the
D&O Policy.  The Debtors and National Union disagreed as to the
allocation of the $15,000,000, specifically, whether any funds
should be allocated to pay Mr. Ebbers and Mr. Sullivan's legal
fees and expenses.  Subsequently, the dispute was handed over to
Judge Politan in accordance with the terms of the National Union
Settlement.

To resolve other pending questions concerning the payment of
other legal fees and expenses, the defendants in the Securities
Class Actions, or those who submitted Claims under the D&O Policy
were invited to attend, and in fact, did participate in the
mediation process.  Two full-day mediation sessions were held
before Judge Politan in New York, as well as numerous telephone
conferences throughout December 2003.

                  The D&O Allocation Settlement

The Debtors, National Union, and 12 individual former directors
and officers involved in the Securities Class Action litigation
engaged in arm's-length and good faith negotiations.  The parties
agree to settle the dispute with respect the allocation and
payment of the proceeds of the Debtors' $15,000,000 Primary D&O
Policy.  Pursuant to the D&O Allocation Settlement, the parties
agree that:

A. The proceeds of the D&O Policy will be allocated as:

   * WorldCom, Inc. -- $4,600,000 for the reimbursement of
     amounts paid by WorldCom to the counsel for certain
     Individuals;

   * Bernard Ebbers -- $3,250,000;

   * Scott Sullivan -- $4,250,000; and

   * Stiles Kellett -- $900,000

B. $2,000,000 will be placed in escrow to pay on-going defense
   costs of certain Individual defendants in the Securities Class
   Action;

C. National Union agrees to release and discharge the Individuals
   and WorldCom of all claims relating to the D&O Policy; and

D. The Individuals and WorldCom agree to mutually release and
   discharge each other for any claims relating to the payments,
   including the escrow payment, made by WorldCom or under the
   D&O Policy.

Mr. Ebbers and Mr. Sullivan incurred defense costs and expenses
well in excess of the amounts they would potentially receive
under the D&O Allocation Settlement.  Continued litigation,
arbitration or mediation of issues will be complex and time-
consuming, Ms. Goldstein says.  It would involve:

   -- potential litigation of the current dispute between the
      Debtors and National Union concerning payment of Mr. Ebbers
      and Mr. Sullivan's legal fees and expenses; and

   -- collateral litigation between Mr. Ebbers, Mr. Sullivan and
      National Union concerning their claims with respect to the
      proceeds of the D&O policy.

WorldCom would risk receiving less than 100% of the $4,600,000
estimated expenses if it is to litigate over the allocation of
the $15,000,000 in proceeds.  In contrast, the D&O Allocation
Settlement avoids the costs, delay, and distraction of continued
litigation.

Absent the D&O Allocation Settlement, it is unclear whether when
and how much WorldCom could collect from the D&O Policy to
reimburse it for the funds expended for legal costs and expenses
on behalf of the current and former directors and officers.  The
D&O Allocation Settlement resolves these issues by allowing
WorldCom to recover immediately 100% of the funds.  The D&O
Allocation Settlement will also alleviate the burdens on
WorldCom's management, eliminate the costs and risks associated
with litigation, and bring the Debtors a 100% recovery along with
releases of National Union and the Individuals of claims against
WorldCom relating to the D&O Policy and the payments made by
WorldCom.

For these reasons, the Debtors ask the Court to approve the D&O
Allocation Settlement.

The Official Committee of Unsecured Creditors does not oppose the
terms of the Settlement.

                       Max Bobbitt Objects

Max E. Bobbitt, a former WorldCom director, contends that,
contrary to the Debtors' representations, no settlement between
the parties has been reached as to the allocation and payment of
the proceeds of the Debtors' $15,000,000 primary D&O Policy.  Mr.
Bobbitt explains that the Debtors' counsel is aware of his
steadfast objection to the proposed draft settlement since the
time it was first proposed.  The Debtors knew, at the time they
sought Court approval for the proposed settlement agreement, that
a "settlement" had, in fact, not been reached, and that Mr.
Bobbitt continued to object to his exclusion from sharing in the
Policy proceeds.  As a matter of fact, his objections to the
proposed draft settlement have been voiced by his counsel and the
counsel for certain former Directors, Simpson, Thacher &
Bartlett.

Mr. Bobbitt is a covered individual entitled to share in the
proceeds of the National Union Directors, Officers and Corporate
Liabilities Insurance Policy.  Mr. Bobbitt actively participated
throughout the course of negotiations between the Debtors,
National Union, and a number of covered individuals.  In
virtually every instance, Mr. Bobbitt's counsel was assured that
Mr. Bobbitt's outstanding legal fees would be paid out of the
proceeds of the Policy.

William F. Boyer, Esq., at Sharp & Associates, in Washington,
D.C., asserts that Mr. Bobbitt, as creditor and a stockholder,
has standing reason to object, independent of his position as an
individual covered by the policy.  As there is no agreement
between the necessary parties to any settlement concerning the
division of the proceeds of the Policy, Mr. Bobbitt maintains
that there is no settlement agreement for the Court to consider
at this time.  Accordingly, Debtors' request should be denied.
(Worldcom Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


YAHOO! INC: Lower Supplier Risk Prompts S&P's Positive Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Internet
services provider Yahoo! Inc. to positive from stable due to lower
supplier risk from the acquisitions of Overture Services Inc. and
Inktomi Inc., growing revenue and EBITDA contribution from paying
relationships, recovering demand for online advertising, and
improving financial measures.

At the same time, Standard & Poor's affirmed its 'BB+' credit
rating on Yahoo. The Sunnyvale, California-based company has $750
million in debt.

"The rating on Yahoo reflects the company's well-established
Internet brand, high profit margins, good discretionary cash flow,
and ample cash cushion, along with concerns regarding the
company's revenue and earnings concentration from advertising,
competition in the Internet search business, and the challenge of
retaining its market position in an evolving Internet medium as
Internet usage migrates to broadband," said Standard & Poor's
credit analyst Andy Liu.

The acquisitions of Overture and Inktomi reduce Yahoo's dependence
on third party suppliers and improve its competitive position.  
Overture enhances Yahoo's competitiveness in sponsored search and
helps the company gain a valuable head start in international
markets.  Given the explosive growth of sponsored search in the
U.S. during the past three years, establishing an early footprint
overseas will be vital for success in international markets,
especially with AOL and MSN poised to increase their participation
in sponsored search with proprietary products. Inktomi provides
Yahoo with a good search engine to replace that of Google, which
has become a major competitor.  

The majority of Yahoo's services currently are free. However, the
company has been aggressively introducing premium fee-based
services such as Yahoo! Plus. Yahoo's marketing services,
including banner advertisement, sponsored search, paid inclusion,
and sponsorships, are well established and are generating the
majority of the company's revenue. Standard & Poor's expects
sponsored search will continue to experience abnormal growth over
the next two to four years, and Yahoo, with its significant online
traffic, should benefit greatly from this. Yahoo's current
challenge is to generate and increase subscription revenue from
its registered user base and a meaningful cash flow stream from
broadband content and services.

                          *********

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-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***