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        T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, March 18, 2004, Vol. 8, No. 55

                           Headlines

ADELPHIA COMMS: Court Adjourns Lease-Decision Hearing to Mar. 25
ADEPT TECHNOLOGY: Promotes Matt Murphy to VP -- Operations
AIR CANADA: Reports Improved February 2004 Traffic
ALLEGHENY ENERGY: Fitch Affirms Ratings & Lifts Negative Watch
AMERCO: PricewaterhouseCoopers Wants Dismissal Request Stricken

AMERCO: S&P Withdraws Ratings Following Emergence from Bankruptcy
AMERCO: Stock Symbol Returns to "UHAL" After Bankruptcy Exit
AMERCO: A.M. Best Upgrades Life Insurance Subsidiaries' Ratings
AMERICA WEST: S&P Assigns B- & CCC Ratings to $500 Million Shelf
AMR CORP: Resale Registration Statement Declared Effective

ARLINGTON HOSPITALITY: Reaches Temporary Pact with Hotel Landlord
ASSISTED LIVING: Posts $2.6 Million Net Loss for December Quarter
ATRIUM PLAZA: Asset Sale Hearing Set for March 24, 2004
BAYOU STEEL: Rejects Unsolicited Offer from Bayou Steel Properties
CABLE SATISFACTION: Creditors Approve CCAA Plan at Mar. 16 Meeting

CALPINE: Executes 20-Year Purchased Power Pact with Xcel Energy
CARAVELLE INVESTMENT: Fitch Takes Action on Five Note Classes
CINCINNATI BELL: S&P Places Low-B Credit Rating on Watch Negative
CINEMARK USA: S&P Revises Outlook to Negative Citing Debt Increase
CORRPRO: Shareholders Approve Refinancing & Recapitalization Plan

CYDSA S.A.: Banks Agree to Extend US$192.6 Million Debt Payment
CZAPECKA BROS INC: Case Summary & 14 Largest Unsecured Creditors
DELTA FINANCIAL: Prices $550 Mil. On-Balance Sheet Securitization
DIVERSIFIED UTILITY: Declares Monthly Distribution Payable April
DOBSON COMMS: Expects to File Annual Report Within Two Weeks

DPL INC: SEC Filing Delay Spurs S&P to Put Ratings on Watch Neg.
DYNEGY INC: Howard B. Sheppard Joins Board of Directors
EBT INTL: Has $1.6MM Net Assets in Liquidation as of January 31
ENRON: EEPC Unit Gets Nod for Accroven, et al., Settlement Pact
EXABYTE CORP: Reports $27.7 Million Equity Deficit at January 4

EXIDE TECH: Court Approves Plan Solicitation & Voting Procedures
FLOW INTL: Shareholders' Equity Deficit Tops $5M at January 31
HEALTHSOUTH: Appoints Gregory Doody as Executive Vice President
HEALTHSOUTH: Commences Consent Solicitations for Senior Notes
HILLMAN GROUP: S&P Assigns B Corp. Credit & Sr. Sec. Loan Ratings

IMPATH INC: Enters Into Exclusive Agreement With Cell Analysis
ISLE OF CAPRI: S&P Affirms Rating & Revises Outlook to Negative
ISLE OF CAPRI: Wins 10th Illinois Casino License
ITC DELTACOM: S&P Assigns B- Corporate Credit Rating
JIM LYN INC: Case Summary & 20 Largest Unsecured Creditors

JP MORGAN: S&P Assigns Prelim. Ratings to Series 2004-CIBC8 Notes
JP MORGAN: Fitch Ups Ratings on 6 Classes of Series 2001-A Notes
KAISER: Selling Mead Parcels 1 & 7 for $4 Million to CVB Northwest
LEAP WIRELES: Launches Cricket Unlimited(TM) Service
LES BOUTIQUES: Court Extends CCAA Protection to April 23, 2004

LORAL SPACE: Files 2003 Annual Report on Form 10-K with SEC
MILACRON: S&P Revises Watch to Developing over Bond Refinancing
MILLENNIUM CHEMICALS: Ups Prices for Glacial Acetic Acid in April
MIRANT CORP: Obtains Okay to Expand McKinsey's Advisory Role
NATIONAL BENEVOLENT: Signs-Up J.P. Morgan as Claims Agent

NATIONAL CENTURY: Court Clears Private Investment Settlement Pact
NATIONAL WASTE: Section 341(a) Meeting Slated for April 9
NATIONSRENT INC: Creditor Trustee Wants Various Claims Disallowed
NAVISITE INC: Second Quarter 2004 Net Loss Narrows to $3.4 Million
NRG ENERGY: Asks Court to Disallow & Expunge Various Claims

NRG ENERGY: Organizational Changes Focus on Regional Operations
NTL INC: Maxcor Wins Summary Judgment Motion in Trades Lawsuit
OMEGA HEALTHCARE: Fitch Ups & Places Ratings on Watch Positive
OM GROUP: Form 10-K Filing Delay May Trigger Debt Default
OREGON ARENA: Has Until March 26 to File Schedules & Statements

OWENS: Unsecured Panel Turns to Dr. Mar Utell for Asbestos Advice
PARMALAT GROUP: US Debtors Bring-In Weil Gotshal as Bankr. Counsel
PARMALAT GROUP: US Debtors Ask to Tap McDermott Will as Co-Counsel
PER-SE TECH: 10-K Filing Extension Prompts S&P's Dev. Outlook
PETROLEUM GEO: Adopts Fresh Start Reporting Under U.S. GAAP

PETROLEUM GEO: Reports Preliminary Results Under Norwegian GAAP
PG&E NATIONAL: CL Power Obtains Go-Signal to Set Off Collateral
PURE FISHING: Moody Assigns Low-B Level Debt Ratings
QUINTEK: Names Senior Sales Executive Bob Brownell as President
RADNET MANAGEMENT: S&P Rates Corp. Credit & Sr. Unsec. Notes at B

SHAW GROUP: Obtains PacifiCorp Contract to Build Utah Power Plant
SKILL HOLDINGS: S&P Assigns B+ Corp. Credit & Bank Loan Ratings
SHEEHAN MEMORIAL: Case Summary & 20 Largest Unsecured Creditors
SOUTHWEST ROYALTIES: S&P Withdraws Credit & Senior Debt Ratings
STATEN ISLAND UNIV.: Fitch Cuts Rating on $49.4MM Bonds to BB+

THOMPSON PRINTING: US Trustee to Meet with Creditors on April 7
TONAWANDA ISLAND: Voluntary Chapter 11 Case Summary
TOWER RECORDS: Successfully Emerges From Chapter 11 Bankruptcy
TXU CORPORATION: NY Court Issues Favorable Ruling in Stock Suit
UNITED AIRLINES: Taps Mayer Brown as Special Litigation Counsel

UNITY WIRELESS: Discloses Two Executive Appointments
WESTERN GAS: Will Redeem Remaining Preferred Shares on April 20
WHEELING-PITTSBURGH: Releases 4th Quarter & Year End 2003 Results
WINN-DIXIE: 3rd Quarter Earnings Conference Call Set for Apr. 30
WINNICA LLC: Voluntary Chapter 11 Case Summary

WORLDCOM/MCI: Elects Nicholas Katzenbach as Non-Executive Chairman
WORLDCOM: Weil Gotshal Touts Lead Role in Embratel Sale
W.R. GRACE: Outlines Restructuring Plan in SEC Filing
WRITE WOMAN COMPUTER: Case Summary & Largest Unsecured Creditors

* Minnesota Coalition Balks at Tobacco Appeal Bond Cap Legislation
* Global Credit Services Launches Weekly Retail Newsletter
* Computer History Museum Features the Rise & Fall of Osborne Corp
* John J. Gallagher Joins Saul Ewing's Utility Practice
* Gallagher to Co-Head Wachovia's Investment Grade Credit Trading

* buySAFE Launches First Bonded Online Auction on Apr 27 - May 2

                           *********

ADELPHIA COMMS: Court Adjourns Lease-Decision Hearing to Mar. 25
----------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Adelphia
Communications Debtors ask the Court to further extend their
deadline to decide whether to assume, assume and assign, or reject
unexpired non-residential real property leases to and including
June 16, 2004.

The ACOM Debtors are nearing the completion of a reorganization
plan that reflects the results of negotiations with various
creditor constituencies.  In addition, since the passing of the
January 9, 2004, Claims Bar Date, the ACOM Debtors commenced the
next phase of the claims resolution process and continued their
analysis of potential avoidance actions.

While the Plan process is well underway, much work remains to be
done before the Debtors can finalize a Plan and emerge from
Chapter 11.  Shelley C. Chapman, Esq., at Willkie, Farr &
Gallagher LLP, in New York, tells the Court that requiring the
ACOM Debtors to make significant business decisions as to which
of the Unexpired Leases will be needed for their reorganized
business at this time would be impractical and, more importantly,
contrary to the best interests of the ACOM Debtors' estates and
all creditors.  The Debtors require an extension to avoid what
would be a premature assumption or rejection of the Unexpired
Leases.

To date, the ACOM Debtors rejected 46 Unexpired Leases.  During
the coming months, the ACOM Debtors will continue to analyze
their need for premises covered by the Unexpired Leases.

                        *   *   *

The hearing on the ACOM Debtors' request to extend their lease
decision period is adjourned to March 25, 2004.  Accordingly,
Judge Gerber extends the lease decision deadline until the
conclusion of that hearing. (Adelphia Bankruptcy News, Issue No.
53; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADEPT TECHNOLOGY: Promotes Matt Murphy to VP -- Operations
----------------------------------------------------------
Adept Technology, Inc. (OTCBB:ADTK.OB), a leading manufacturer of
flexible automation for the automotive, electronics,
telecommunications, medical device and life sciences,
semiconductor, and fiber optic industries, announced that its
board of directors has confirmed the promotion of Matt Murphy to
vice president of operations and product development and
appointment as an officer of the corporation. Mr. Murphy will
oversee operations and product development activities for all of
Adept's product lines.

"We believe that the integration of operations and product
development under Matt Murphy will further improve Adept's
operational efficiency and cost competitiveness of our robot,
kinematics, machine vision and motion control products," said Rob
Bucher, chairman and chief executive officer for Adept Technology,
Inc. "Additionally, we feel that this level of integration will
enhance our global manufacturing strategy."

In addition to Mr. Murphy's promotion, Dave Pap Rocki, Adept's
director of hardware engineering, will be responsible for
overseeing the management of Adept's mechanical and electrical
hardware groups, and Paul James, Ph.D., Adept's director of
software engineering, will assume the management of Adept's
software groups including Adept's motion and vision software
teams. Both Mr. Pap Rocki and Dr. James are long-time robot and
automation hardware and software veterans, together bringing over
40 years of industry experience to their roles.

Adept has been focusing on key activities to further stabilize and
grow its business. Adept believes by integrating engineering
skills through focused product teams it will improve individual
product costs, supplier sources, and quality and shorten product
delivery cycles. Adept also plans on accelerating its selective
product outsourcing initiative to reduce costs and improve
efficiency. Adept recently made a number of significant decisions
to redirect its business efforts and simplify its product
offerings by focusing on its Smart line of distributed controls-
based robots, improving its software application and tools, and
augmenting support to its existing customer installed base.

Matt Murphy previously held the position of vice president of
engineering at Adept. Prior to joining Adept in 2001, Mr. Murphy
served at ADAC Laboratories in Milpitas, Calif., where he held
several executive management positions including vice president of
product marketing and vice president of platform engineering. He
has over 18 years' experience in engineering management working
for such companies as ETAK, Inc. and Lockheed Research Lab in Palo
Alto. Mr. Murphy holds Bachelor of Science and Master of Science
degrees in electrical engineering from the University of Illinois
and completed the Stanford Executive program in 1997.

Adept Technology designs, manufactures and markets factory
automation components and systems for the fiber optic,
telecommunications, semiconductor, automotive, food and durable
goods industries throughout the world. Adept's robots,
controllers, and software products are used for small parts
assembly, material handling and ultra precision process
applications. Adept's intelligent automation product lines include
industrial robots, configurable linear modules, flexible feeders,
semiconductor process components, nanopositioners, machine
controllers for robot mechanisms and other flexible automation
equipment, machine vision, systems and software, application
software, and simulation software. Founded in 1983, Adept
Technology is America's largest manufacturer of industrial robots.
More information is available at http://www.adept.com/

                           *   *   *

In its latest Form 10-Q filed with the Securities and Exchange
Commission, Adept Technology, Inc. reports:

               Risks Related to Our Business

"We have limited cash resources,  and our recurring  operating  
losses,  negative cash   flow   and   debt   obligations   could   
impair   our   operations   and revenue-generating activities and
adversely affect our results of operations.

"We have experienced  declining  revenue in each of the last two
fiscal years and have incurred  operating  losses in the first two
quarters of fiscal 2004 and in each of the last four fiscal years.  
During these periods, we have also consumed significant cash and
other financial resources. In response to these conditions, we
reduced  operating costs and employee  headcount,  and
restructured  certain operating  lease  commitments in each of
fiscal 2002, 2003 and the first half of 2004. These adjustments to
our operations have significantly reduced our rate of cash
consumption.  We also  completed an equity  financing with net
proceeds of approximately $9.4 million in November 2003.

"As of December  27, 2003,  after  completion  of our 2003  
financing in November 2003, we had working  capital of  
approximately  $14 million,  including $8 million in cash, cash
equivalents and short-term investments,  and a receivables
financing  credit  facility  of $1.75  million  net,  of which
$1.0  million was outstanding and $0.7 million  remained  
available  under this facility.  We have limited cash resources,  
and because of certain  regulatory  restrictions on our ability to
move certain cash  reserves  from our foreign  operations to our
U.S. operations,  we may have  limited  access  to a  portion  of
our  existing  cash balances. In addition to the proceeds of our
2003 financing, we currently depend on funds generated from
operations and the funds available  through our accounts
receivable financing arrangements,  which we may seek to increase
or replace, to meet our operating requirements. As a result, if
any of our assumptions are  incorrect,  we may  have  insufficient  
cash resources  to satisfy our  obligations  in a timely  manner.  
We expect our cash ending balance to be  approximately  $6.0
million at March 27, 2004. Our ability to  effectively  operate  
and grow  our  business  is  predicated  upon  certain
assumptions,  including (i) that our restructuring efforts do
effectively reduce operating  costs as  estimated  by  management  
and do not impair our ability to generate  revenue,  (ii) that we
will not  incur  additional  unplanned  capital expenditures in
fiscal 2004,  (iii) that we will continue to receive funds under
our existing accounts receivable financing arrangement or a new
credit facility, (iv) that we will receive  continued  timely  
receipt of payment of  outstanding receivables, and not otherwise
experience severe cyclical swings in our receipts resulting  in a
shortfall of cash  available  for our  disbursements  during any
given  quarter,  and (v)  that we will not  incur  unexpected  
significant  cash outlays during any quarter.

"If our  projected  revenue or if operating  expenses  exceed  
current  estimates beyond our available cash resources, we may be
forced to curtail our operations, or, at a minimum, we may not be
able to take advantage of market  opportunities, develop or
enhance new products to an extent  desirable to execute our
strategic growth plan,  pursue  acquisitions  that would  
complement our existing  product offerings or enhance our  
technical  capabilities  to fully execute our business plan or
otherwise  adequately respond to competitive  pressures or
unanticipated requirements.  These actions would adversely  impact
our business and results of operations."


AIR CANADA: Reports Improved February 2004 Traffic
--------------------------------------------------
Air Canada mainline flew 7.8 percent more revenue passenger miles
(RPMs) in February 2004 than in February 2003, according to
preliminary traffic figures. Overall, capacity increased by 9.4
percent, resulting in a load factor of 72.6 percent, compared to
73.7 percent in February 2003; a decrease of 1.1 percentage
points.

Jazz, Air Canada's regional airline subsidiary, flew 0.8 percent
less revenue passenger miles in February 2004 than in February
2003, according to preliminary traffic figures. Capacity increased
by 5.5 percent, resulting in a load factor of 59.4 percent,
compared to 63.2 percent in February 2003; a decrease of 3.8
percentage points.

"February's overall traffic results were strong even excluding the
estimated 3.6 percentage point impact of the extra Leap Year day.
Our system load factor of 72.6 percent, in a seasonally slow
month, was the second highest among major North American carriers.
Domestic traffic rose 8.5 percent on higher transcontinental
demand, noteworthy, given the large capacity increases put on by
our competitors," said Rob Peterson, Executive Vice President and
Chief Financial Officer.

"Growth on our Pacific routes reflected the new service to Delhi,
while rapid expansion to South American and leisure Sun
destinations in addition to strong demand, drove traffic up 42.2
percent in that market," said Mr. Peterson.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
9,704,000,000 in liabilities.


ALLEGHENY ENERGY: Fitch Affirms Ratings & Lifts Negative Watch
--------------------------------------------------------------
Fitch Ratings has affirmed and removed from Rating Watch Negative
the ratings of Allegheny Energy, Inc. and the utility subsidiaries
of AYE listed below. The Rating Outlook is Stable.

AYE recently obtained a $200 million unsecured revolving credit
facility and $100 million unsecured term loan, with three-year
final maturities. These facilities replaced the prior $330 million
bank credit facility maturing in 2005. At the same time, AYE's
subsidiary Allegheny Energy Supply refinanced material pending
maturities of debt with $1.25 billion of new financings with final
maturities in 2011. Also, AYE has filed audited annual financial
statements for the year-ended Dec. 31, 2003 (Form 10-K),
concluding a long process to resolve financial reporting issues.
In the aggregate, these recent developments significantly reduce
the likelihood of near-term insolvency of AE Supply with adverse
consequences for AYE and the affiliated companies. Also, during
the course of the past half year AE Supply greatly reduced
volatility and liquidity risk through the sale of its western
power trading book.

Cash flow from operations resulted in a build-up of cash at AYE
and AE Supply in the second half of 2003; even after using $175
million of corporate cash to reduce debt as a part of the
refinancing, the group has forecasted its cash on hand at over
$300 million at the end of March 2004, and parent level untapped
credit availability of $50 million. While AE Supply has no
availability under credit lines, AE Supply typically retains
material cash balances for its liquidity and working capital
needs. Along with operating cash flows going forward, this should
provide adequate liquidity for normal operating needs over the
next six months given the reduced level of collateral needs and
trading activity at AE Supply.

Fitch revised the Outlook of AE Supply to Stable and removed them
from Rating Watch Negative last week upon the completion of the
refinancing. A more stable financial situation for AE Supply has a
stabilizing influence on the credit of the utility subsidiaries of
AYE as well, as they are power purchasers and contractual
counterparties of AE Supply (West Penn Power and Potomac Edison)
or a co-owner of assets (Monongahela Power). As a consequence of
the favorable developments noted above, the ratings of AYE and
other AYE subsidiaries as detailed below are affirmed and the
Outlooks are now Stable, replacing the prior Rating Watch Negative
status.

While new management appears to have a handle on the problems at
AE Supply and has identified a path to reducing debt leverage, the
company faces some ongoing concerns. The management acknowledges
continuing material weaknesses in internal controls and it is
planning to continue work to improve control systems in 2004. The
outages of two major generating units, Hatfield's Ferry and
Pleasants Power Station, will reduce operating cash flow in the
first half of 2004; failure to bring these units back into
operation before summer would cause an operating cash flow
deficiency relative to Fitch's current forecast. Furthermore,
these outages highlight possible deficiencies in the company's
past maintenance procedures or maintenance capital spending that
may require higher expenditures in future. AYE's ability to reduce
its consolidated debt leverage will depend not only on achieving
budgeted operating cash flows but also on uncertain proceeds from
either asset sales or equity issuance. The following existing
ratings are affirmed and removed from Rating Watch Negative by
Fitch: The Rating Outlook is now Stable:

     Allegheny Energy, Inc.

        -- Senior unsecured debt 'BB-';
        -- 11-7/8% notes due 2008 'B+'.

     Allegheny Capital Trust I

        -- Trust preferred stock 'B+'.

     West Penn Power Company

        -- Medium-term notes and senior unsecured 'BBB-'.

     Potomac Edison Company

        -- First mortgage bonds 'BBB';
        -- Senior unsecured notes 'BBB-'.

     Monongahela Power Company

        -- First mortgage bonds 'BBB';
        -- Medium-term notes 'BBB-';
        -- Pollution control revenue bonds (unsecured) 'BBB-';
        -- Preferred stock 'BB+'.

In addition, the following ratings are affirmed:

      West Penn Funding LLC

        -- Transition bonds 'AAA'.

The 'BB-' rating of Allegheny Energy, Inc.'s former bank credit
facility maturing in January 2005 is withdrawn as that bank credit
facility has been terminated and replaced. Allegheny Energy Inc.
is a registered utility holding company whose principal regulated
utility subsidiaries are Monongahela Power, Potomac Edison and
West Penn Power. AE Supply, Allegheny Energy's principal non-
utility subsidiary, develops, acquires, owns and operates
generating plants and markets electricity and other energy
products.


AMERCO: PricewaterhouseCoopers Wants Dismissal Request Stricken
---------------------------------------------------------------
Early this year, Amerco sought to dismiss PricewaterhouseCoopers'
Third Party Complaint -- against Edward and March Shoen, the
Amerco Board of Directors and the SAC Entities -- even though the
third party complaint does not assert any claims against Amerco.  

PwC asks the Superior Court of the State of Arizona, County of
Maricopa to strike Amerco's request for dismissal.

Linda J. Smith, Esq., at O'Melveny & Myers LLP, in Los Angeles,
California, argues that Amerco has no legal standing to request
dismissal.  Rule 14 of the Arizona Rules of Civil Procedure
provides that only "a person served with the summons and third-
party complaint . . . shall made defenses to the third party
plaintiff's claim as provided in Rule 12."  Amerco was not
"served with the summons" in connection with PwC's third party
complaint for Amerco is not a third-party defendant.  Thus,
Amerco cannot file a motion under Rule 12.

To recall, Amerco filed, along with subsidiary U-Haul
International, Inc., a $2,500,000,000 complaint against
PricewaterhouseCoopers LLP, Michael O. Gagnon, Joseph A. Gross
and Carol L. Brosgart, M.D., Terry M. and Gary R. Hulse, Randal
S. and Juli Vallen in the Superior Court of the State of Arizona,
for Maricopa County, alleging professional negligence, fraud,
breach of covenant of good faith and fair dealing, and tortious
interference with contract and business expectancy.  

Ms. Smith explains that if Amerco believes that it needs to
defend against PwC's third party complaint, then its proper
course of action would be to file a motion to intervene under
Rule 24 of the Arizona Rules of Civil Procedures.  The Superior
Court could then consider whether Amerco has any interest in the
matter.  "Absent a motion to intervene, Amerco's motion to
dismiss is an unwarranted and unauthorized interference with
PwC's third-party complaint," Ms. Smith remarks.

Ms. Smith contends that Amerco's request is nothing more than a
rant against PwC.  Amerco spends the great majority of its
request engaging in a prolonged diatribe against PwC and reciting
Amerco's version of PwC's litigation strategy.  Rather than
addressing the legal sufficiency of the third party complaint,
Amerco uses its ill-founded request as an opportunity to accuse
PwC of abusing the litigation process.  Not satisfied with
attacking PwC's counsel's motivations, Amerco uses this
opportunity to repeat a litany of alleged transgressions by PwC
in other cases, in other states.  These false charges are
entirely irrelevant to the present case.

In addition, Amerco charges that PwC filed its third party
complaint in response to the Superior Court's rulings at the last
discovery conference.  "This charge is shockingly dishonest," Ms.
Smith says.  PwC informed Amerco's counsel, prior to the
discovery conference, that it intended to file affirmative
claims.  As Amerco's counsel well knows, those claims were not
filed before the discovery conference, and were not discussed
publicly, at Amerco's counsel's request and in response to their
subsequent confidential overtures.

On May 19, 1989, the Arizona State Bar Board of Governors
unanimously adopted the Lawyers Creed of Professionalism.  Under
the Creed, a lawyer in Arizona promises that he or she will be
"courteous and civil in both oral and written communications,"
and will "refrain from utilizing litigation or any other course
of conduct to harass the opposing party."  In addition, in the
Creed, the lawyer promises to the courts that he or she will
"refrain from filing frivolous motions."

The American Bar Association Litigation Section has similarly
adopted a set of Guidelines for Conduct.  The Guidelines call for
lawyers to "treat all other counsel, parties and witnesses in a
civil and courteous manner, not only in court, but also in all
other written or oral communications," to "abstain from
disparaging personal remarks or acrimony toward other counsel,
parties or witness" or "attribute bad motives or improper conduct
to other counsel."

Ms. Smith asserts that Amerco's request violates the unmistakable
duty of every lawyer to exhibit restraint and civility towards
the court and opposing counsel.  

Independent of the law compelling that Amerco's request be
stricken, PwC asks Superior Court Judge Paul A. Katz to strike
Amerco's request as immaterial and impertinent for it violates
state and national canons of professionalism and civility.

              Shoen, et al., Want PwC Sanctioned

Kevin D. Quigley, Esq., at Quarles & Brady Streich Lang LLP, in
Phoenix, Arizona, notes that PwC ignored the law and facts,
including its own admissions of malpractice, choosing to file an
obviously defective and improper Third-Party Complaint.  
Considering the sophistication of PwC and its counsel, PwC's
depth of knowledge regarding Amerco, its officers, directors,
affiliates and the SAC-related transactions, and the fact that
PwC had and was aware of both the Hulse Memorandum and the
transcript of the April 4, 2002 Amerco Audit Committee meeting --
where PwC again confessed its own malpractice -- PwC's decision
to file the Third-Party Complaint simply cannot be attributed to
a careless or innocent misapplication of Rule 14.

Rather, Mr. Quigley contends, PwC chose to file the Third-Party
Complaint to further its litigation strategy of complication,
delay and harassment at any expense.  PwC's Third-Party Complaint
is a patently contrived effort to perform on end-run around both
the Bankruptcy Court's Order setting a November 10, 2003 Bar Date
and the Civil Court's scheduling and discovery-related Orders.  
PwC could not bring its claims directly against Amerco, so it
chose to expand the litigation by attacking and harassing
Amerco's directors and their spouses -- including Helen Lyons,
who has been deceased for 13 years.  PwC was unsuccessful in
convincing the Superior Court to allow it to take over 100
depositions of a minimum of seven hours each, so after the
scheduling and discovery-related Orders were in place, and
without even advising the Superior Court of its intent to do so,
it filed the Third-Party Complaint.  "This conduct should be
condemned," Mr. Quigley says.

Pursuant to Rule 11 of the Arizona Rules of Civil Procedures and
Section 12-349(A) of the Arizona Rights Statutes, Edward and
Sylvia Shoen, James and Mary K. Shoes, Charles and Sally Bayer,
John and Margaret Brogan, William and Mary Carty, John M. Dodds,
Barbara Edstrom, James and Mary Joe Grogan, and M. Frank Lyons
ask Superior Court Judge Paul A. Katz to impose sanctions on PwC,
including the awarding of their attorneys' fees and costs.

Mr. Quigley relates that pursuant to Arizona Civil Rule 11, by
signing the Third-Party Complaint, PwC's counsel certified that,
to the best of their "knowledge, information, and belief, formed
after reasonable inquiry, that PwC's claims against the Third-
Party Defendants are "well grounded in fact and . . . warranted
by existing law or a good faith argument for the extension,
modification or reversal of existing law" and that the claims are
"not interposed for any improper purpose, such as to harass or to
cause unnecessary delay or needless increase in the cost of
litigation. . . ."

Arizona Civil Rule 11 sanctions are required if the Superior
Court finds that either of these conditions exists:

   (i) PwC "knew, or should have known by such investigation of
       fact and law as was reasonable and feasible under all
       the circumstances, that the claim or defense was
       insubstantial, groundless, frivolous or otherwise
       unjustified;" or

  (ii) the Third-Party Complaint was filed "for an improper
       purpose such as those intended to harass, coerce, extort
       or delay."

Mr. Quigley insists that PwC's third-party claims against Shoen,
et al. are frivolous and they were brought for an improper
purpose.  Thus, PwC should be sanctioned pursuant to Arizona
Civil Rule 11.  

Specifically, Mr. Quigley argues, PwC must be sanctioned because:

   (a) PwC's third-party fraud claims against Shoen, et al. are
       factually and legally frivolous for they are not:

       -- "well grounded in fact," and

       -- "warranted by existing law or a good faith argument
          for the extension, modification, or reversal of
          existing law;"

   (b) PwC's fraud claims are factually groundless as:

       -- Ms. Lyons passed away in 1991;
    
       -- Mr. Carty never signed the Board Resolution that is
          the subject of PwC's third cause of action;

       -- PwC is and was aware of the well-documented reasons
          why it rendered audit opinions year after year
          "without taking exceptions to Amerco's practice of
          keeping the SAC Entities off Amerco's balance sheet."
          Those reasons have nothing to do with certifications
          by Edward Shoen of capital contributions or risks and
          benefits; and

       -- PwC's cannot support its conclusory allegations of
          reliance, or even to plead reasonable reliance;

   (c) PwC's third-party claims are not warranted under existing
       law and there is no good faith arguments for the
       extension, modification or reversal of existing law; and

   (d) PwC filed the Third-Party Complaint against Amerco's
       Board of Directors for an improper purpose.

Amerco and U-Haul International, Inc. as well as the SAC Third-
Party Defendants, join in Shoen, et al.'s request for sanctions
against PwC.

               PwC Says Sanction Request is Improper

According to Linda J. Smith, Esq., at O'Melveny & Myers LLP, in
Los Angeles, California, Shoen, et al.'s request for sanctions is
lawless.  Ms. Smith notes that Shoen, et al. attempt to
circumvent the Superior Court's summary judgment procedures and
obtain a ruling on the merits before the pleadings are even
settled.  "This is directly contrary to Arizona Civil Rule
11(a)," Ms. Smith says.

Ms. Smith argues that Shoen, et al.'s request is highly improper
in two significant respects:

   (1) Nowhere in Shoen, et al.'s ill-timed attack on the merits
       of PwC's claims do they deny that they made the
       misrepresentations that are alleged in PwC's Complaint.
       Instead, they argue extraneous matter outside the four
       corners of PwC's Complaint.  This is impermissible.  
       Moreover, Shoen, et al. essentially concede that PwC's
       allegations are "grounded in fact" and thus proper under
       Rule 11(a) by failing to contest the accuracy of those
       allegations; and

   (2) Shoen, et al. argue that PwC filed its Complaint after
       the Superior Court's discovery ruling in an effort to
       circumvent the Superior Court's limitation on the number
       of depositions that would be permitted on Amerco's claims.  
       This is a dishonest argument.  As Amerco well knows, PwC
       informed it -- well before the Superior Court's discovery
       ruling -- that it intended to file its Complaint and
       Amerco asked PwC to refrain from doing so while PwC was
       considering Amerco's invitation to proceed to mediation.

Accordingly, PwC asks the Superior Court to deny the request for
sanctions against it.

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 96,000 trucks, 87,000
trailers, and 20,000 tow dollies to do-it-yourself movers through
over 1,000 company-owned centers and 15,000 independent dealers
located throughout the United States and Canada.  The Company
filed for chapter 11 protection on June 20, 2003 (Bankr. Nev. Case
No. 03-52103).  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,
Sanders & Dempsey LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities. (AMERCO Bankruptcy News, Issue No.
23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERCO: S&P Withdraws Ratings Following Emergence from Bankruptcy
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all ratings on Reno,
Nevada-based AMERCO, parent of U-Haul International Inc.,
including the 'D' corporate credit rating. The rating action
follows the company's March 15, 2004, emergence from Chapter 11
bankruptcy protection. Upon emergence, $720 million of unsecured
debt was exchanged for $252 million in cash and $467 million in
new debt, without dilution to the company's equity.

AMERCO filed for Chapter 11 bankruptcy protection on June 20,
2003. AMERCO's major operating subsidiary, U-Haul International
Inc., the largest provider of truck and trailer rentals to retail
customers in North America, was not included in the Chapter 11
filing.


AMERCO: Stock Symbol Returns to "UHAL" After Bankruptcy Exit
------------------------------------------------------------
AMERCO (Nasdaq: UHALQ), the parent company of U-Haul
International, Inc., the nation's leader in the do-it-yourself
household moving industry, has been notified by Nasdaq that
effective with the open of business on Wednesday, March 17, 2004
its trading symbol on the Nasdaq National Market will be changed
from UHALQ to UHAL, in recognition of the Company's emergence from
Chapter 11.

AMERCO is the parent company of Republic Western Insurance
Company, Oxford Life Insurance Company, Amerco Real Estate Company
and U-Haul, the nations leading do-it-yourself-moving company with
a network of over 14,000 locations in all 50 United States and 10
Canadian provinces. The 58-year old industry giant has the largest
rental fleet in the world, with over 93,500 trucks and 85,000
trailers. U-Haul has also been a leader in the storage industry
since 1974, with over 340,000 rooms and more than 33 million
square feet of storage space and over 1000 facilities in
throughout North America.


AMERCO: A.M. Best Upgrades Life Insurance Subsidiaries' Ratings
---------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength ratings to B-
(Fair) from C+ (Weak) of Oxford Life Insurance Company (Oxford
Life) (Arizona), Christian Fidelity Life Insurance Company (Texas)
and North American Insurance Company (Wisconsin). The rating
outlook for all three companies is positive.

The companies are all subsidiaries of AMERCO (Reno, NV) (NASDAQNM:
UHALQ), which is the parent of U-Haul International, Inc., the
largest truck and trailer rental company in the United States.

The three life/health companies were downgraded last year largely
due to the financial difficulties of AMERCO, which filed for
Chapter 11 bankruptcy protection in June 2003. With the
restructuring of its debt, AMERCO's financial flexibility has
improved considerably, enabling it to emerge from bankruptcy. This
will also help the stability of the life/health companies, which
were negatively impacted by the bankruptcy.

During 2003, all three life/health companies reported operating
gains and improved capitalization. Also as part of AMERCO's debt
refinancing, all three life/health companies received cash
contributions from the parent to replace existing affiliated
investments, further bolstering their risk-adjusted capitalization
positions.

However, the group still faces numerous challenges after the
tumultuous period. In particular, Oxford Life, which had been the
primary company in the group selling life insurance and annuity
products, will be challenged to regain its previous marketing
momentum. Consequently, management is somewhat refining its
strategy. While Oxford Life's risk-adjusted capital position did
improve over the past year, it remains at a relatively modest
level.

For current Best's Ratings, independent data and analysis on more
than 1,050 health companies and more than 130 HMO industry
composites, visit http://www3.ambest.com/health/

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source. For more
information, visit A.M. Best's Web site at http://www.ambest.com/


AMERICA WEST: S&P Assigns B- & CCC Ratings to $500 Million Shelf
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
secured debt rating, and preliminary 'CCC' senior unsecured and
subordinated debt ratings to securities filed under America West
Holdings Corp. and subsidiary America West Airlines Inc.'s $500
million SEC Rule 415 shelf registration. Existing ratings,
including the 'B-' corporate credit rating on both, are affirmed.
The outlook is stable.

"The ratings on America West reflect risks relating to the adverse
airline industry environment, a weak balance sheet, and limited
financial flexibility," said Standard & Poor's credit analyst
Betsy Snyder. America West Holdings' major subsidiary is America
West Airlines Inc., the eighth-largest airline in the U.S, with
hubs located at Phoenix and Las Vegas. America West benefits from
a low cost structure, among the lowest in the industry. However,
it competes at Phoenix and Las Vegas against Southwest Airlines
Co., the other major low-cost, low-fare operator in the industry
and financially the strongest. As a result of the competition
from Southwest, as well as America West's reliance on lower-fare
leisure travelers, its revenues per available seat mile also tend
to be among the lowest in the industry. In addition, America West
Holdings owns the Leisure Co., one of the nation's largest tour
packagers.

In January 2002, the company received proceeds from a $429 million
loan, 90% of which was guaranteed by the federal government under
the Air Transportation Stabilization Act, which enabled it to
avert filing for Chapter 11 bankruptcy protection. As part of this
process, the company completed arrangements for over $600 million
in concessions, financing, and other assistance. These actions
have allowed it to maintain its relatively low cost structure
relative to the industry. The company has been profitable since
the second quarter of 2003, aided by its low costs and improving
pricing, trends which are expected to continue over the near to
intermediate term. This has resulted in an improving financial
profile, albeit still relatively weak. In addition, the company's
financial flexibility is expected to remain limited. Although it
had $517 million of unrestricted cash at Dec. 31, 2003, it has no
bank facilities and a substantial portion of its assets are
encumbered.

America West's earnings are expected to continue to benefit from
its low cost structure and an improving revenue environment.
However, the company's credit profile will continue to be
constrained by its heavy operating lease burden that has been used
to finance new aircraft deliveries.


AMR CORP: Resale Registration Statement Declared Effective
----------------------------------------------------------
AMR Corporation (NYSE: AMR) and its subsidiary American Airlines,
Inc. announced that the registration statement on Form S-3 they
have filed with the Securities and Exchange Commission, relating
to $300,000,000 principal amount of AMR Corporation's outstanding
4.25% Senior Convertible Notes due 2023 which were issued in a
private placement in September 2003, has been declared effective
by the SEC.

This resale registration statement was filed in satisfaction of
registration rights granted to the selling security holders. AMR
and American Airlines will not receive any of the proceeds from
any resale of the notes or the common shares issuable upon
conversion of the notes.

                     About American Airlines

American Airlines is the world's largest carrier.  American,
American Eagle and the AmericanConnection(R) regional carriers
serve more than 250 cities in over 40 countries with more than
3,900 daily flights.  The combined network fleet numbers more than
1,000 aircraft.  American's award-winning Web site, AA.com,
provides users with easy access to check and book fares, plus
personalized news, information and travel offers.  American
Airlines is a founding member of the oneworld(TM) Alliance.

As reported in the Troubled Company Reporter's February 13, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC'
rating to AMR Corp.'s $300 million senior convertible notes due
2024 (guaranteed by subsidiary American Airlines Inc.; both rated
B-/Stable/--), a Rule 415 shelf drawdown. The rating is two
notches  below the corporate credit rating of AMR, because the
large amount  of secured debt and leases relative to AMR's owned
and leased asset base places senior unsecured creditors in an
essentially subordinated position.

"The convertible note offering bolsters AMR's liquidity in advance
of heavy upcoming debt maturities and pension obligations," said
Standard & Poor's credit analyst Philip Baggaley. "The company
continues to make progress on narrowing losses, reflecting mostly
substantial labor cost concessions agreed in April 2003, and on
gradually restoring a weak financial profile," the credit analyst
continued.

The 'B-' corporate credit ratings on AMR Corp. and American
Airlines Inc. reflect a weak financial profile following several
years of huge losses, heavy upcoming debt and pension obligations,
and participation in the competitive, cyclical, and capital-
intensive airline industry. An improved cost structure following
substantial labor concessions and adequate near-term liquidity are
positives.

AMR's improving operating results and liquidity should enable it
to maintain credit quality consistent with its rating, despite
heavy financial obligations.


ARLINGTON HOSPITALITY: Reaches Temporary Pact with Hotel Landlord
-----------------------------------------------------------------
Arlington Hospitality, Inc. (Nasdaq/NM: HOST), a hotel development
and management company, announced a temporary letter agreement
with the landlord of 21 AmeriHost Inn hotels operated by the
company, and February 2004 same-room operating results for the
AmeriHost Inn hotels in which the company has an ownership
interest. The February 2004 same-room results include 55 AmeriHost
Inn hotels which have been opened for at least 13 months.

      Temporary Agreement with PMC Commercial Trust

As previously announced, the company had entered into discussions
with PMC Commercial Trust (AMEX: PCC), regarding 21 AmeriHost Inn
hotels owned by PMC, which are leased and operated by a wholly-
owned subsidiary of Arlington Hospitality. The company seeks to
restructure the lease agreements, in order to improve operating
results and cash flow with respect to these hotels, and to agree
on a plan that would transfer these hotels to other operators
through the sale of the properties.

On March 12, 2004 the company, through the wholly-owned
subsidiary, entered into a temporary letter agreement with PMC,
which expires on April 30, 2004. The temporary letter agreement
provides that base rent will continue to accrue at the rate of
approximately $445,000 per month, as set forth in the lease
agreements; however, the base rent payments required to be paid on
March 1, 2004 and April 1, 2004 were reduced to approximately
$360,000 per month, with the March 1, 2004 payment being due and
payable upon execution of the temporary letter agreement. In
addition, the company's subsidiary was allowed to utilize $200,000
of its security deposit held with PMC to fund these payments.

Upon the expiration of the temporary letter agreement on April 30,
2004, the deferred portion of the base rent (approximately
$170,000) will be payable, and the security deposit is to be
restored to its March 12, 2004 balance. The temporary letter
agreement also resolved all material outstanding open issues
existing between the company's subsidiary and PMC regarding
capital expenditure escrow account contributions and
reimbursements, and provided for the gathering and sharing of
certain information regarding a possible restructuring of the
lease.

The company and PMC are in ongoing discussions regarding such a
possible restructuring of the lease. While the objective is to
reach a restructured agreement prior to the expiration of the
temporary letter agreement, there can be no assurance that the
leases will be restructured on terms and conditions acceptable to
the company and its subsidiary, if at all, or that a restructuring
will improve operations and cash flow, or provide for the sale of
the hotels to third party operators.

                    February Results

Same-room revenue per available room (RevPAR) in February 2004
decreased 0.7 percent to $27.89, compared to February 2003.
Occupancy decreased 3.7 percent to 49.2 percent, and average daily
rate (ADR) increased 3.0 percent to $56.67. However, total room
revenue on a same-room basis for the month of February 2004
compared to February 2003 increased 2.8 percent as a result of the
extra day for leap year in 2004.

According to Smith Travel Research, preliminary results for
February 2004 indicate that RevPAR for the midscale without food
and beverage segment of the lodging industry will improve between
2 and 4 percent, compared to February 2003.

               Sales/Development Activity

The company did not sell any hotels since its last sales
development update. Currently, the company has six hotels under
contract for sale, which are expected to be consummated within the
next six months. When the company has hotels under contract for
sale, even with nonrefundable cash deposits in certain cases,
certain conditions to closing remain, and there can be no
assurance that these sales will be consummated as anticipated.

For more information regarding Arlington's hotels for sale and
development opportunities either on a joint venture or turnkey
basis, contact Stephen Miller, Senior Vice President - Real Estate
and Business Development via email at
stevem@arlingtonhospitality.com, or by telephone at (847) 228-
5401, ext. 312.

               About Arlington Hospitality

Arlington Hospitality, Inc. is a hotel development and management
company that builds, operates and sells mid-market hotels.
Arlington is the nation's largest owner and franchisee of
AmeriHost Inn hotels, a 103-property mid-market, limited-service
hotel brand owned and presently franchised in 22 states and Canada
by Cendant Corporation (NYSE: CD). Currently, Arlington
Hospitality, Inc. owns or manages 64 properties in 17 states,
including 57 AmeriHost Inn hotels, for a total of 4,655 rooms,
with additional AmeriHost Inn & Suites hotels under development.


ASSISTED LIVING: Posts $2.6 Million Net Loss for December Quarter
-----------------------------------------------------------------
Assisted Living Concepts, Inc. (OTCBB:ASLC), a national provider
of assisted living services, announced financial results for the
year and quarter ended December 31, 2003.

Net income for the year ended December 31, 2003 was $157,000, or
$0.02 per share, after recording a $3 million charge related to
the early retirement of certain debt, as compared to a net loss of
$4.4 million, or $(0.68) per share, for the year ended December
31, 2002. Operating income, after interest and other expense, was
$4.3 million for 2003, compared to a loss of $3.1 million for
2002. Revenue increased 9.3% to $168 million for the year ended
December 31, 2003 versus $153.7 million for 2002.

For the quarter ended December 31, 2003, the Company incurred a
net loss of $2.6 million or $(0.40) per share, which included the
$3.0 million charge for early retirement of debt, as compared to
net income of $229,000, or $0.04 per share for the comparable
period in 2002. Operating income, after interest and other
expense, was $1.1 million for the quarter ended December 31, 2003,
compared to $337,000 for the comparable period in 2002. Revenue
increased 6.7% to $42.5 million for the three months ended
December 31, 2003 versus $39.8 million for the comparable period
of 2002.

In December 2003, the Company refinanced its Junior and Senior
Secured Notes and a secured loan provided by GE Capital, which had
a total principal balance of approximately $90.5 million at the
refinancing date, with a $ 38.4 million term loan from Red
Capital, as lender for Fannie Mae, and a new $50 million loan from
GE Capital.

The loan from Red Capital has a fixed interest rate of 6.24%. The
loan from GE is comprised of a $35 million term loan and a $15
million revolving loan, both of which accrue interest at LIBOR
plus 4.0% and have an initial interest rate of 5.75%. The
Company's weighted average interest rate is expected to decrease
160 basis points to 5.76% in 2004, based on the initial balance of
$7 million outstanding under the GE revolver and the initial
interest rate, which are subject to change.

"Our dedicated employees have continued to deliver quality care
and services to our residents, which has improved earnings and
cash flow," said Steven L. Vick, President and Chief Executive
Officer. "We are also very pleased with the new loans, which will
not only lower our interest expense substantially, but will
provide increased financial flexibility."

Assisted Living Concepts, Inc. operates 177 owned and leased
assisted living residences with 6,838 units for older adults who
need help with the activities of daily living, such as eating,
bathing, dressing and medication management. In addition to
housing, the Company provides personal care, support services, and
nursing services according to the individual needs of its
residents, as permitted by state law. This combination of housing
and services provides a home-like setting and cost efficient
alternative that encourages independence for individuals who do
not require the broader array of medical and health services
provided by skilled nursing facilities. The Company operates
residences in Oregon, Washington, Idaho, Nebraska, Iowa, Arizona,
Texas, New Jersey, Ohio, Pennsylvania, Indiana, Louisiana,
Michigan and South Carolina.

                         *   *   *

               Liquidity and Capital Resources

In its most recent Form 10-Q filed with the Securities and
Exchange Commission, Assisted Living reports:

"At September 30, 2003, we had working capital of $1.1 million and
unrestricted cash and cash equivalents of $10.9 million.

"Net cash provided by operating activities was $7.3 million during
the nine months ended September 30, 2003. The primary sources were
net income of $2.8 million and $5.1 million for depreciation and
amortization.

"Net cash provided by investing activities was $5.1 million during
the nine months ended September 30, 2003. The primary sources were
the release of $4.3 million of restricted cash related to the
amended agreements with U.S. Bank and the sale of properties for
$2.6 million. These sources were offset by purchases of property
and equipment totaling $2.5 million.

"Net cash used in financing activities was $8.7 million during the
nine months ended September 30, 2003, all of which related to
payments on long-term debt. Of this amount, $4.3 million released
from U.S. Bank was used to partially pay down the amount
outstanding on the G.E. Capital Credit Facility.

"Related to the New Notes, in June 2003 the Company received a
notice of default from the Trustee indicating that the Company
failed to comply with a non-financial covenant under the
Indentures pertaining to the New Notes that requires the Company
to deliver an annual opinion stating that all filings, recordings
or other actions that are necessary to maintain the Liens under
the Collateral Documents (as such terms are defined under the
Indentures pertaining to the New Notes) have been done, or that no
such action is required. The Company has delivered the required
annual opinions to the Trustee and has received notice from the
Trustee that the Default referenced in the Notice has been cured.

"In July 2003, the Company completed an open market purchase of a
portion of the Company's outstanding 10% Senior Secured Notes due
2009 and Junior Secured Notes due 2012. The transaction included
the purchase of $147,889 principal amount of Senior Secured Notes
and $34,178 principal amount of Junior Secured Notes. Because the
purchase of the Junior Notes is not permitted under the Indentures
and constitutes a Default there under, and the purchase of the
Senior Notes may not be permitted and could constitute Default
there under, although this issue is not clear, the Company
cancelled the purchase transaction with the seller in September
2003.

"The Company has a series of reimbursement agreements with U.S.
Bank for letters of credit that secure certain of our Revenue
bonds payable, which total approximately $23.9 million as of
September 30, 2003. An amendment to these agreements signed in
September 2003 released $4.3 million of previously restricted cash
to the Company, extended the expiration of the letters of credit
to January 2005, amended the annual fees to be 2% of the stated
amount of the letters of credit, and set in place new financial
covenants. The Company was in compliance with these new covenants
at September 30, 2003. Failure to comply with these covenants
would constitute an event of default, which would allow U.S. Bank
to declare any amounts outstanding under the loan documents to be
due and payable. Any such default could have a material adverse
effect on the Company.

"Our credit agreements with U.S. Bank contain certain restrictive
and financial covenants, including certain financial ratios. The
agreements also require us to deposit $500,000 in cash collateral
with U.S. Bank in the event certain regulatory actions are
commenced with respect to the properties securing our obligations
to U.S. Bank. U.S. Bank is required to release such deposits upon
satisfactory resolution of the regulatory action. As of the date
of this filing, no such deposits have been required.

"The Company leases 37 of its facilities, representing 1,426
units, from LTC Properties, Inc.  In accordance with the Company's
plan of reorganization, effective January 1, 2002, the Company
entered into a Master Lease Agreement with LTC under which 16
leases were consolidated. This Master Lease Agreement provides for
aggregate rent reductions of $875,000 per year and restructures
the provision related to minimum rent increases for the 16
properties for the initial remaining term. The Master Lease
Agreement and other LTC lease agreements also provides LTC with
the option to exercise certain remedies, including the termination
of the Master Lease Agreement and the other LTC leases, upon the
occurrence of an Event of Default. A change of control of the
Company is deemed to be an Event of Default. A change of control
is deemed to occur if, among other things, (i) any person,
directly or indirectly, is or becomes the beneficial owner of
thirty percent (30%) or more of the combined voting power of the
Company's outstanding voting securities, (ii) the stockholders
approve under certain conditions a merger or consolidation of the
Company with another corporation or entity, or (iii) the
stockholders approve a plan of liquidation or sale of all or
substantially all of the assets of the Company. If the surviving
entity has a net worth of $75 million or more, the change of
control does not constitute an Event of Default. In addition,
there are cross default provisions in the LTC leases. At the same
time that the Company entered into the Master Lease Agreement, it
also amended 16 other leases with LTC under which the renewal
rights of certain of those leases are tied together differently
than previously with certain other leases.

"An Event of Default under the LTC leases including a change of
control of the Company that resulted in the termination of the LTC
leases would significantly impair the Company's cash flow from
operations and could have a material adverse effect on the
Company.

"Under the Senior Notes and Junior Notes the Company is required
to make an offer to repurchase the Senior Notes and the Junior
Notes upon the occurrence of a change of control of the Company. A
change of control as defined in the Indentures includes, among
other things, the acquisition by any person or group of beneficial
ownership greater than 50% of the total voting power of the common
stock of the Company. The Change of Control Offer must be at a
price equal to 101% of the principal amount of the Senior Notes
and Junior Notes, together with accrued and unpaid interest. The
occurrence of a change of control under the Indentures could have
a material adverse effect on the Company.

"As indicated in Amendment No. 9 to Schedule 13D/A, filed with the
SEC on June 13, 2003 on behalf of BRU Holding Co., LLC, BET
Associates, L.P., and Bruce E. Toll, Bruce Toll has acquired
beneficial ownership of 1,110,426 shares (17.26%) of common stock
of the Company. The Filing Persons further indicated that they
have acquired the Company's securities for investment purposes but
are currently re-evaluating their position and possible
alternative future courses of action, including the possibility of
seeking to acquire control of the Company, although no specific
plan or proposal has been formulated. According to Amendment
No. 12, to Schedule 13D/A, filed with the SEC on October 20, 2003,
Bruce Toll has acquired beneficial ownership of 1,795,161 shares
of common stock of the Company, or 27.91% of the Company's common
stock, (based on 6,431,925 shares of common stock outstanding) and
the Filing Persons have no intent to purchase additional shares
which would increase their beneficial ownership percentage in
excess of 29.9%. In the event the Filing Persons purchase a block
of 50,000 or more shares of common stock during the period from
September 18, 2003 through September 17, 2004, Mr. Toll as agreed
to purchase an additional 557,214 shares of common stock from
National Healthcare Investments, Inc. at the highest amount paid
for a block of 50,000 or more shares of common stock during such
twelve-month period. W. Andrew Adams, the Company's Chairman of
the Board, is President, Chief Executive Officer and Chairman of
the Board of Directors of National Healthcare Investments, Inc.

"Certain of our leases and loan agreements, including the LTC
leases, contain covenants and cross-default provisions such that a
default on one of those agreements could cause us to be in default
on one or more other agreements which would have a material
adverse effect on the Company.

"Our ability to make payments on and to refinance any of our
indebtedness, to satisfy our lease obligations and to fund planned
capital expenditures will depend on our ability to generate cash
in the future. This, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and
other factors that are beyond our control.

"Based upon our current level of operations, we believe that our
current cash on hand and expected cash flow from operations are
sufficient to meet our liquidity needs for at least the next
twelve months.

"There can be no assurance, however, that our business will
generate sufficient cash flow from operations, or that currently
anticipated cost savings and operating improvements will be
realized on schedule, both of which may be necessary to enable us
to pay our indebtedness, to satisfy our lease obligations and to
fund our other liquidity needs. As a result, we may need to
refinance all or a portion of our indebtedness, on or before
maturity. There can be no assurance that we will be able to
refinance any of our indebtedness, on commercially reasonable
terms or at all."


ATRIUM PLAZA: Asset Sale Hearing Set for March 24, 2004
-------------------------------------------------------
On February 4, 2004, the U.S. Bankruptcy Court for the District of
Connecticut authorized the Chapter 11 Trustee for Atrium Plaza
Health Care Center, Inc., to sell the debtor's assets -- a 240-bed
Nursing Home located in new Haven, Connecticut -- free and clear
of all liens and encumbrances.

Bid packages and information concerning the nursing home can be
obtained from the Trustee:

        Barbara L. Hankin, Esq.
        191 Post Road West
        Westport, CT 06880
        Tel. (203) 221-2833

The Honorable Albert S. Dabrowski will consider the sale, higher
and better bids, and any objections on March 24, 2004, at 10:00
a.m.

Atrium Plaza filed for Chapter 11 protection on April 20, 2001
(Bankr. Conn. Case No. 01-32054). Andrew M. DiPietro, Jr., Esq.,
in New Haven, Conn., represents the Debtor.


BAYOU STEEL: Rejects Unsolicited Offer from Bayou Steel Properties
------------------------------------------------------------------
Bayou Steel Corporation's Board of Directors has rejected an
unsolicited tender offer from Bayou Steel Properties Limited, a
corporation unrelated to the Company, after a thorough review and
consultation with its legal advisers. On March 10, 2004, Bayou
Steel Properties Limited launched a tender offer for all
outstanding shares of the Company's common stock at a price of
$2.50 per share.

The Board of Directors stated as reasons for its determination
that Bayou Steel Properties Limited's offer is a financially
inadequate proposal that is not in the best interests of the
Company or its shareholders.

The Board said in its response that:

  -- Recent reported quotations for the Company's common stock in
     the range of $17 per share and $22 per share are
     substantially in excess of the $2.50 per share offered by
     Bayou Steel Properties Limited.

  -- Recent reported quotations for the Company's debt securities
     support a common stock value significantly in excess of the
     $2.50 per share offered by Bayou Steel Properties Limited.
     Prior to their cancellation as part of the Company's
     emergence from bankruptcy on February 18, 2004, the Company's
     9.5% First Mortgage Notes due 2008, $120,000,000 aggregate
     principal amount outstanding, were quoted in the range of 52%
     to 55% of principal amount. Pursuant to the Company's
     bankruptcy plan, holders of the 9.5% First Mortgage Notes due
     2008 received in the aggregate $30,000,000 principal amount
     of the Company's 9.5% First Mortgage Notes due 2011 and
     2,000,000 shares of common stock, which represent all of the
     currently issued and outstanding common stock. Following the
     Company's emergence from bankruptcy, the Company's 9.5% First
     Mortgage Notes due 2011 have been quoted in the range of
     98.5% to 100.5% of principal amount.

  -- The Company's projected operating profit and projected income
     before income tax support a common stock value significantly
     in excess of the $2.50 per share offered by Bayou Steel
     Properties Limited. Included as part of the Company's First
     Amended Disclosure Statement for its Bankruptcy Plan, dated
     December 22, 2003, were projections of consolidated operating
     profit and income before income tax for fiscal years 2004,
     2005 and 2006.

  -- The Company has made good financial and operating progress
     since emerging from bankruptcy. The management team remains
     in place and has reported to the Board on the Company's
     improving results since emergence

The Company's Interim Chairman Charles McQueary said, "There is
virtually no rationale for accepting this offer, which would
provide inadequate value for shareholders. We are confident that
our continued focus on improving operating results will result in
future opportunities to enhance value and liquidity for our
shareholders."

Bayou Steel Corporation manufactures light structural and merchant
bar products in LaPlace, Louisiana and Harriman, Tennessee. The
Company also operates stocking locations along the inland waterway
system near Pittsburgh, Chicago and Tulsa.


CABLE SATISFACTION: Creditors Approve CCAA Plan at Mar. 16 Meeting
------------------------------------------------------------------
Richter & Associes Inc., in its capacity as Monitor and Interim
Receiver of Cable Satisfaction International Inc. pursuant to
proceedings filed by CSII under the Companies' Creditors
Arrangement Act, announced that at the meeting of Creditors held
on March 16, the Creditors approved the Second Amended and
Restated Plan of Arrangement and Reorganization. The meeting was
subsequently adjourned to March 24, 2004, at 10:30 a.m.

The orders rendered under the CCAA in respect of CSII, the
Monitor's Reports and related materials are available on
Richter's Web site at http://www.richter.ca/


CALPINE: Executes 20-Year Purchased Power Pact with Xcel Energy
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN) entered into a 20-year purchased
power agreement to provide 365 megawatts of electric power to Xcel
Energy (NYSE: XEL) to help meet growing energy needs in the Upper
Midwest.

The agreement, which is subject to approval from the Minnesota
Public Utilities Commission, was awarded to Calpine following a
power supply bidding process initiated by Xcel Energy in late
2001. Under the contract, Calpine will build, own and operate a
new electric power plant to be located in Mankato, Minnesota.

"Our new agreement builds on the success we have had helping Xcel
Energy meet its energy needs in Colorado, and continues Calpine's
strategy of placing the output of our generating assets under
long-term contract," said Calpine vice president Jim Shield. "We
realize Xcel Energy chose Calpine from among a range of competing
alternatives and we appreciate their continued confidence in our
ability to be a low-cost and reliable provider of electric power
products and services."

In Colorado, Calpine currently supplies 300 megawatts of power to
Xcel Energy from the Blue Spruce Energy Center and will supply 600
megawatts of power from the Rocky Mountain Energy Center. Both
contracts are for terms of ten years.

Said David Eves, Xcel Energy's vice president for resource
planning and acquisition, "Calpine's proposed plant is a good fit
with other projects in the generation portfolio that resulted from
Xcel Energy's solicitation of proposals to meet the growing energy
needs of our 1.5 million electricity customers in Minnesota and
neighboring states."

The Minnesota contract includes a requirement for 280 megawatts of
intermediate power plus an additional 85 megawatts of peaking
capability, for service beginning in 2006. The new 365-megawatt
Mankato Power Plant will include a combined-cycle design with
integrated peaking capability, ensuring that it will be a cost-
effective, flexible and reliable supply resource for Xcel Energy
and its customers throughout the 20-year term of the agreement.
Calpine expects to utilize project financing for the majority of
the capital costs. Most of Calpine's equity in the project will be
through the use of a natural gas combustion turbine and steam
turbine from its existing inventory.

                      About Xcel Energy

Xcel Energy is a major U.S. electricity and natural gas company,
with regulated operations in 11 Western and Midwestern states.
Xcel Energy provides a comprehensive portfolio of energy-related
products and services to 3.3 million electricity customers and 1.8
million natural gas customers through its regulated operating
companies. In terms of customers, it is the fourth-largest
combination natural gas and electricity company in the nation.
Company headquarters are located in Minneapolis. More information
is available at http://www.xcelenergy.com/

                        About Calpine

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook), celebrating its 20th year in power in 2004, is a
leading North American power company dedicated to providing
electric power to wholesale and industrial customers from clean,
efficient, natural gas-fired and geothermal power facilities. 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, and construction will begin this year on the company's
first project in Mexico. Calpine is also the world's largest
producer of renewable geothermal energy, and owns or controls
approximately one trillion cubic feet equivalent of proved natural
gas reserves in the United States and Canada. The company was
founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN. For more information about Calpine,
visit http://www.calpine.com/


CARAVELLE INVESTMENT: Fitch Takes Action on Five Note Classes
-------------------------------------------------------------
Fitch Ratings downgrades three classes and reassigns two classes
of Caravelle Investment Fund, L.L.C. These rating actions are
effective immediately.

-- $756,000,000 senior secured revolving credit facility
   reassigned to 'Paid In Full' (PIF) from 'A';

-- $89,000,000 class A first priority senior secured notes
   reassigned to 'PIF' from 'A' (web site already lists class A
   notes as 'PIF');

-- $143,000,000 class B second priority senior secured notes
   downgraded to 'BBB-' from 'BBB';

-- $78,000,000 class C senior subordinated secured notes
   downgraded to 'CCC' from 'B';

-- $52,000,000 class D subordinated secured notes downgraded to
   'CCC-' from 'CCC'.

Caravelle Investment Fund, L.L.C. is a market value collateral
debt obligation that closed in July 1998. The fund is managed by
Trimaran Advisors L.L.C. a New York based investment manager.

At Oct. 10, 2002, the fund failed its class D
overcollateralization (OC) test due to markdowns on publicly
traded loans and bonds, as well as the investment manager's write
down of special situation portfolio assets. Given the fund's
failure to cure the class D OC test within a 10-day cure period,
the fund formally hit an event of default. Fitch downgraded the
original ratings of the class C and D notes on Nov. 19, 2002 to
'B' and 'CCC' from 'BB' and 'B', respectively.

On March 21, 2003, the class B noteholders approved a limited
waiver, which set the guidelines for conducting an orderly
liquidation of the fund's assets and repayment of the revolving
credit facility and the class A notes by Dec. 31, 2003, which was
completed within that time frame. The rating action on the
revolving facility and the class A notes to PIF reflects the
fund's completion of the payment in full of the revolving credit
facility and the class A notes, as outlined in the Limited Waiver.

In order to pay down the revolving credit facility and the class A
notes the investment manager used a combination of cash from the
balance sheet and proceeds from the sale and disposition of mostly
liquid assets. As of Feb. 29, 2004, the remaining assets in the
collateral pool consisted primarily of mezzanine debt, private
equities, CDO investments and one leveraged loan. Additionally,
the seven largest assets represented more than 78% of the total
market value of the portfolio. Two CDO investments were the second
and third largest exposures, comprising approximately 31% of the
total market value of the portfolio. At this time there is limited
liquid collateral supporting the class B, C and D notes.

While Trimaran has been successful at opportunistically
liquidating positions to pay down the revolving credit facility
and the class A notes, the limited liquidity of the remaining
portfolio assets may create additional challenges in monetizing
the portfolio. and special situation assets all contributed to the
improved NAV. At the beginning of the year, the special situation
portfolio realized notable gains due to sales of more mature
investments. Although additional gains may be taken on certain
special situation assets due to recently updated appraisals, the
portfolio manager prefers to remain conservative on the valuations
and will not reflect these higher collateral values. The fund has
improved its over-collateralization cushion from a year ago. As of
the July 30, 2002 valuation date, the discounted collateral value
of the portfolio covered the revolver and class A notes at 124.1%.
At the July 30, 2003 valuation date, the discounted collateral
value of the portfolio covered the revolver and class A notes at
156.4%. Similar improvements in coverage were observed at the
class B, C, D and E levels as well. At the July 30, 2002 valuation
date, the discounted collateral value covered the class B, C, D
and E notes at 114.2%, 111.4%, 106.2%, and 103.1%, respectively,
which increased to 136.3%, 127.4%, 119.3% and 114.7%,
respectively, at the July 30, 2003 valuation date. Based on the
illiquid nature of the majority of the remaining portfolio
investments supporting the class B, C and D notes, Fitch has
downgraded the rated liabilities of Caravelle Investment Fund,
L.L.C.


CINCINNATI BELL: S&P Places Low-B Credit Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings of incumbent
local exchange carrier Cincinnati Bell Inc., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications. The CreditWatch placement follows Cincinnati Bell's
disclosure that it would be under default of its agreement for the
$922 million bank credit facility when it restates its financial
statements from 2000 through 2003.

The restatement, which was triggered by a class action securities
lawsuit filed in December 2003 that subsequently resulted in an
investigation by the company's audit committee, is the consequence
of its now-divested broadband unit's early recognition of some
revenues and costs relating to a network construction contract.
"Because reversal of these items would result in changes to past
revenues, cost of services and products, and net income, a
technical default is triggered, as certain representations and
warranties would no longer be correct," explained Standard &
Poor's credit analyst Michael Tsao. A majority waiver from bank
lenders is required to cure the default and cross-default with
certain other indebtedness. In resolving the CreditWatch listing,
even with the necessary waiver obtained, Standard & Poor's will
examine any further potential ramifications from the restatement
and, separately, deleveraging prospects.


CINEMARK USA: S&P Revises Outlook to Negative Citing Debt Increase
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Cinemark USA Inc., including its 'B+' corporate credit rating. At
the same time, Standard & Poor's revised its outlook on the
company to negative from positive. The action is based on plans to
increase debt to partially fund the purchase of a majority of its
common stock by affiliates of Madison Dearborn Partners LLC.

The Plano, Texas-based movie theater chain is expected to have
about $1 billion in pro forma debt, including the proposed $360
million discount notes to be issued by its parent company,
Cinemark Inc. Ratings on the new notes and a potentially larger
bank facility will be assigned upon further analysis and
disclosure of the expected terms.

"The proposed sale and related financing will reverse the
improvement in the company's leverage over the past two years, but
Cinemark's credit profile should remain consistent with a 'B+'
corporate credit rating," according to Standard & Poor's credit
analyst Steve Wilkinson. He continued, "Lease-adjusted debt will
rise about 25% and debt to EBITDA will increase to about 6.3x on a
pro forma basis. Standard & Poor's expects Cinemark's leverage to
gradually decrease over the next few years as EBITDA grows from
moderate expansion activity and as discretionary cash flow is used
to reduce debt ahead of schedule. The prepayment of debt will
be important to offset debt and leverage increases from the
accretion of the proposed discount notes and to maintain covenant
compliance."

The rating on Cinemark reflects its somewhat aggressive financial
profile as well as its quality theater circuit, favorable
operating performance relative to its peers, and profitable non-
U.S. operations. The ratings also consider the mature and highly
competitive nature of the motion picture exhibition industry.


CORRPRO: Shareholders Approve Refinancing & Recapitalization Plan
-----------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO) announced that its shareholders
voted to approve all of the proposals relating to Corrpro's plan
of refinancing and recapitalization at a special shareholders'
meeting. Over two-thirds of the outstanding shares of the Company
were voted in favor of each of the proposals. Of the shares
voting, approximately 90% were voted to approve the proposed
transactions.

The proposed refinancing and recapitalization plan includes a $13
million cash investment by an entity controlled by Wingate
Partners III, L.P. in return for a new issue of preferred stock
and warrants to acquire 40% of the fully-diluted common stock of
the Company at a nominal exercise price. As part of the
refinancing plan, CapitalSource Finance LLC has agreed to provide
to the Company a $40 million senior secured credit facility,
subject to the satisfaction of certain customary closing
conditions, consisting of a revolving credit line, a term loan
with a five-year maturity and a letter of credit sub-facility. In
addition, American Capital Strategies Ltd. (Nasdaq: ACAS) has
agreed to provide $14 million of secured subordinated debt to the
Company, subject to the satisfaction of certain customary closing
conditions, and will receive warrants to acquire 13% of the fully
diluted common stock of the Company at a nominal exercise price.

"We appreciate the overwhelming support that our shareholders
demonstrated by voting to approve the proposed transactions,"
commented Joseph W. Rog, Corrpro's Chairman, CEO and President.
"While completion of the refinancing and recapitalization is
subject to a number of closing conditions, gaining shareholder
approval of this plan is one of the most important milestones in
our progress to establish a stable long term capital structure and
position the Company for future growth."

The Company plans to complete the refinancing and recapitalization
transaction by March 31, 2004, the date on which substantial
principal payments will become due under the Company's existing
senior debt arrangements. The Company is working diligently with
representatives of Wingate, CapitalSource and American Capital to
finalize the new financing documents and prepare for the closing
of the transactions, which are subject to the satisfaction of a
number of closing conditions The Company believes, but cannot
assure, that the transactions will be consummated on or before
March 31, 2004.

Corrpro, headquartered in Medina, Ohio, with offices worldwide, is
a leading provider of corrosion control engineering services,
systems and equipment to the infrastructure, environmental and
energy markets around the world. Corrpro is the leading provider
of cathodic protection systems and engineering services, as well
as a leading supplier of corrosion protection services relating to
coatings, pipeline integrity and reinforced concrete structures.

Wingate Partners III, L.P., headquartered in Dallas, Texas, is a
private investment firm focused on making equity investments in
businesses going through significant transition.


CYDSA S.A.: Banks Agree to Extend US$192.6 Million Debt Payment
---------------------------------------------------------------
On March 16, 2004, Cydsa, S. A. de C.V. (CYDSA) and its
subsidiaries signed an agreement with creditor banks extending
principal payments on US$192.6 million of the Company's debt. The
agreement establishes escalating principal amortizations beginning
on March 31, 2004, and ending in 2011. This agreement provides for
the updating of all of CYDSA's financial commitments with creditor
banks.

Creditor banks signing the agreement are Banco Nacional de Mexico,
S.A.; Citibank, NA; BBVA-Bancomer, S.A.; California Commerce Bank;
and Comerica Bank.

CYDSA continues negotiations with holders of US$159 million of
Euro-Medium-Term-Notes (EMTN's).


CZAPECKA BROS INC: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Czapecka Bros. Inc.
        aka Czapeczka Brothers Inc.
        2182 Richley Road
        Corfu, New York 14036

Bankruptcy Case No.: 04-11587

Type of Business: Dairy Farm

Chapter 11 Petition Date: March 10, 2004

Court: Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: David H. Ealy, Esq.
                  Shapiro, Rosenbaum, et al
                  2 State Street
                  1100 Crossroads Building
                  Rochester, NY 14614
                  Tel: 585-232-2282

Total Assets: $792,659

Total Debts:  $1,202,039

Debtor's 14 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wyoming County Bank           Equipment; Real           $954,005
55 North Main Street          estate; Accounts;
Warsaw, NY 14569              Livestock

AGWAY Feed and Nutrition      Feed                       $43,822

IRS Special Procedures        Withholding tax            $23,788

Geer Farm Service Inc.        Crop supplies              $18,268

Cargill Animal Nutrition      Feed                       $13,425

GrowMark FS, Inc.             Seed corn                  $10,978

Case Credit Vantage           Equipment repair            $7,597

The State Insurance Fund      Insurance premium           $6,275

NYS Department of Tax &       Withholding tax             $5,407
Finance

Farm Plan                     Equipment repair            $5,153

United States Gypsum Company  Gas overusage               $2,866

Case Credit Corp.             Case 1066 Tractor           $2,800
                              (in shop)

Ameripride Linen/BFLO         Work clothes                $1,826

Don Beck, Inc.                Equipment repair            $1,053


DELTA FINANCIAL: Prices $550 Mil. On-Balance Sheet Securitization
-----------------------------------------------------------------
Delta Financial Corporation (Amex:DFC), a specialty consumer
finance company that originates, securitizes and sells non-
conforming mortgage loans, has priced a $550 million public
offering of residential closed-end home equity loan-backed
certificates through its subsidiary, Renaissance Mortgage
Acceptance Corp.

Commenting on the securitization, Hugh Miller, President and Chief
Executive Officer stated, "We are extremely pleased with the
demand by investors, which helped translate into some of the
lowest cost of funds to date. In addition, this deal is more than
twice as large as our securitization in the first quarter of
2003."

The Renaissance Home Equity Loan Trust 2004-1 is a senior
subordinate structure, with fully funded over-collateralization
(credit enhancement) at closing. Standard & Poor's, Fitch IBCA,
and Moody's Investors Service, Inc. rated the securities. The
securitization was lead-managed by Citicorp Global Markets and co-
managed by RBS Greenwich Capital Markets, Inc. and Friedman,
Billings, Ramsey Group, Inc.

The securitization was structured as an on-balance sheet financing
which recognizes the related revenue as net interest income
(interest income on the mortgage loans less interest expense on
the bond financing) is received over the life of the loans,
instead of recording virtually all of the income upfront as a gain
on sale of mortgage loans as the Company's prior structures
required under SFAS No. 140. Delta plans to continue to utilize
this securitization structure, which eliminates gain-on-sale
accounting treatment, and account for all its future
securitization transactions as financings. Consequently, income
that would have otherwise been recognized up front in 2004 as net
gain on sale of mortgage loans will now be recognized as net
interest income over time. As the Company transitions to
portfolio-based accounting from gain-on-sale accounting, it
expects to record negative earnings throughout 2004 while it
builds the size of its portfolio generating net interest income.
Generally, the larger the portfolio of loans generating net
interest income, the higher the Company's earnings will be. The
Company anticipates recording positive earnings in 2005, with the
expectation of further increasing earnings in 2006, as the size of
the Company's on balance sheet loan portfolio, and the net
interest income generated from the loan portfolio, increases. The
Company believes structuring (and therefore accounting for)
securitizations as financings will help provide a more consistent
source of income from these transactions in future years.

Mr. Miller concluded, "We expect our core originations business to
remain strong. Our plans for continued growth are on track and, as
previously stated, we fully expect to originate in excess of $2.0
billion in loans in 2004."

                       About the Company

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells non-conforming mortgage loans. Delta's loans
are primarily secured by first mortgages on one- to four-family
residential properties. Delta originates home equity loans
primarily in 26 states. Loans are originated through a network of
approximately 1,700 independent brokers and the Company's retail
offices. Since 1991, Delta has sold approximately $9.3 billion of
its mortgages through 38 securitizations.

                           *   *   *

In its Form 10-Q filed with the Securities & Exchange Commission,
Delta Financial corporation reports:

               LIQUIDITY AND CAPITAL RESOURCES

"We  require  substantial  amounts  of  cash to fund  our  loan  
originations, securitization  activities and  operations.  We have  
organically  increased our working capital over the last eight
quarters.  In the past, however, we operated generally on a
negative cash flow basis.  Embedded in our current cost structure
are many fixed  costs,  which are not likely to be  significantly  
affected by a relatively  substantial  increase in loan  
originations.  If we can  continue to originate a sufficient  
amount of mortgage  loans and generate  sufficient  cash revenues
from our securitizations and sales of whole loans to offset our
current cost  structure and cash uses,  we believe we can continue
to generate  positive cash  flow  in the  next  several  fiscal  
quarters.  However,  there  can be no assurance that we will be
successful in this regard.  

"Historically,  we have  financed our  operations  utilizing  
various  secured credit financing  facilities,  issuance of
corporate debt (i.e.,  Senior Notes), issuances of equity, and the
sale of interest-only certificates and/or NIM notes and  mortgage   
servicing   rights  sold  in   conjunction   with  each  of  our
securitizations  to offset our  negative  operating  cash flow and  
support  our originations, securitizations, and general operating
expenses.

"To  accumulate  loans  for  securitization  or  sale,  we  borrow  
money on a short-term  basis through  warehouse lines of credit.  
We have relied upon a few lenders to provide the primary credit  
facilities for our loan  originations and at September 30, 2003,
we had two warehouse  facilities  for this purpose.  Both credit  
facilities  have a variable  rate of interest  and, as of
September  30, 2003,  were due to expire in May 2004. In October
2003, our warehouse  financing providers each increased their
commitment amounts to $250.0 million, from $200 million and
lowered the financing  rate.  In addition,  we extended the
maturity date for one of the facilities to October 2004.

"There can be no  assurance  that we will be able to either  renew
or  replace these warehouse facilities at their maturities at
terms satisfactory to us or at all. If we are not able to obtain  
financing,  we will not be able to  originate new loans and our  
business and results of  operations  will be  materially  and
adversely affected."


DIVERSIFIED UTILITY: Declares Monthly Distribution Payable April
----------------------------------------------------------------
The Board of Directors of SMP Limited in its capacity as Trustee
for Diversified Utility Trust (TSX:DUT.UN) has declared a cash
distribution of $0.1200 per Trust Unit payable on April 15, 2004,
to holders of record at the close of business on March 30, 2004.

Unitholders are entitled to receive cash distributions as declared
by the Trustee of the Trust. The Trustee intends to declare and
pay equal monthly distributions based on expected levels of annual
dividends, distributions, and interest income generated by the
Portfolio less expected annual expenses.

The Trust is scheduled to be terminated on April 15, 2004. Written
notice of termination has been given by SMP Limited, Trustee of
the Trust on March 11, 2004.

As previously announced, the Trust has called a special meeting of
unitholders on April 1, 2004 to approve a special resolution to
amend the termination procedure set out in the declaration of
trust to provide that prior to the Termination Date, the Trust
will liquidate the portfolio securities held by the Trust and,
after satisfying the Trust's liabilities, distribute the remaining
cash to the unitholders. Currently, the declaration of trust
provides that on termination, unitholders would receive from the
Trust their pro rata share of the portfolio securities held by the
Trust. The Board of Directors of the Trustee is recommending this
change because the vast majority of unitholders will receive small
amounts (less than a board lot i.e. 100 shares) of securities of
the Trust's portfolio holdings which would be difficult to sell
and result in higher transaction costs for unitholders. This
payment method was originally designed to address tax
considerations that are no longer relevant. The proposed amendment
does not change the amount which unitholders will receive on
termination. Only the form in which such amount will paid.

The proxy circular was mailed on March 5, 2004, to unitholders of
record on March 1, 2004. The circular is also available on SEDAR
at http://www.sedar.com/

Proxies must be received at the office of the transfer agent
before 5:00 p.m. (Toronto time) on March 30, 2004 to be valid for
the meeting.

Diversified Utility Trust is a mutual fund trust established to
provide investors with high current yield and low cost
diversification through a balanced fixed portfolio of equity
securities (including common shares, limited partnership units and
income trust units) and debt securities of selected Canadian
utility issuers.

The trust units of Diversified Utility Trust are listed for
trading under the symbol DUT.UN on The Toronto Stock Exchange and
are eligible for RRSPs and RRIFs.


DOBSON COMMS: Expects to File Annual Report Within Two Weeks
------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) plans to file an
application with the Securities and Exchange Commission to extend
the filing period for its annual report on Form 10-K for the year
ended December 31, 2003. The Company expects to file its Form 10-K
within two weeks. Additional time is needed to correct an
ambiguity in 2004 covenant language in the bank credit agreement
of Dobson Cellular Systems, a Dobson subsidiary.

                   About Dobson Communications

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns wireless operations in 16 states,
with markets covering a population of 10.6 million. The Company
serves 1.6 million customers. For additional information on the
Company and its operations, visit http://www.dobson.net/

As reported in the Troubled Company Reporter's March 3, 2004
edition, Standard & Poor's Ratings Services placed its ratings for
Dobson Communications Corp., American Cellular Corp., and related
entities (including the 'B-' corporate credit rating) on
CreditWatch with negative implications.

"The CreditWatch placement reflects the potential violation of
bank covenants before year-end 2004 resulting from the company's
revised EBITDA guidance, as well as increased pressure on roaming
revenue due to the pending merger between AT&T Wireless Services
Inc. (AWE) and Cingular Wireless LLC," explained Standard & Poor's
credit analyst Rosemarie Kalinowski.


DPL INC: SEC Filing Delay Spurs S&P to Put Ratings on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings on utility holding company DPL Inc. and utility
affiliate Dayton Power & Light Co. and placed them on CreditWatch
with negative implications in response to the firm's announcement
that it has filed for an extension to submit its 10-K filing with
the SEC.

Dayton, Ohio-based DPL has about $2.6 billion of total debt
outstanding.

The CreditWatch placement for DPL and Dayton Power & Light
reflects Standard & Poor's concern that the delayed 10-K filing
may affect the firm's liquidity position and access to capital
markets, which may hinder the firm from refinancing $500 million
in debt maturities coming due in April 2004.

"In the event DPL cannot refinance the April 2004 debt maturity,
we expect that DPL will be able to satisfy the obligation through
internal means, consisting of cash on hand, disposition of liquid
securities in its investment portfolio, and use of revolving
credit facilities," said Standard & Poor's credit analyst Brian
Janiak.

"However, meeting the April 2004 debt maturities in this manner
would significantly deplete DPL's ability to fund about $350
million of potential capital calls on its investment portfolio,"
added Mr. Janiak.

In addition, the delayed 10-K filing may signify that important
issues previously identified by Standard & Poor's in its rating
downgrade on Dec. 10, 2003, including weak corporate governance,
lack of internal controls and risk management, and the opacity of
DPL's overall risk exposure still have not been adequately
addressed in a manner consistent with the interest of the
company's bondholders.

Specifically, today's public release in the "Dayton Daily News" of
an internal memo dated March 10, 2004, addressed to the chair of
DPL's Finance and Audit Review Committee from the Corporate
Controller identifies several areas of concern including corporate
governance, compensation policy, internal controls, and potential
tax liabilities.

In December 2003, Standard & Poor's Governance Services had begun
a public information review of corporate governance activities at
DPL. During the review, certain questions regarding corporate
governance issues arose that Governance Services attempted to
clarify directly with management. However, despite being informed
of concerns raised in the public information review, DPL has
neither provided timely access to management to address the
concerns nor provided any responses to the questions raised.

Standard & Poor's continues to request from DPL's management
information relating to the corporate governance issues that have
already been made public. In the event that DPL's management
continues to be unable to address the concerns raised directly
within a reasonable time, Standard & Poor's will rely on public
information regarding corporate governance issues, in connection
with any rating action that is ultimately taken with respect to
the CreditWatch listing.

DPL's liquidity position will likely be strained if the company
cannot refinance a significant portion of the $500 million debt
maturities coming due in April 2004. Additional pressure would be
evident if the potential capital call requirements associated with
the investment portfolio ($353 million as of Sept. 30, 2003) were
to occur in this time frame. Together, these contingencies could
materially affect the firm's liquidity.

The company has access to funds to meet the debt maturities due in
April 2004, with about $235 million of cash on the balance sheet
and added liquidity of $150 million of liquid securities and $81
million of cash in the investment portfolio as of Sept. 30, 2003.
In addition, DPL and Dayton Power & Light have full availability
of $155 million through their revolving credit agreements.

Some additional liquidity is provided by DP&L's capacity to issue
up to an additional $600 million under its first mortgage bond
indenture. Furthermore, capital spending (growth and environmental
expenditures) will be lower in 2004 than in previous years, as the
company has met more than 75% of its environmental-compliance
requirements, and the core utility operations should continue to
generate free cash flow.


DYNEGY INC: Howard B. Sheppard Joins Board of Directors
-------------------------------------------------------
Dynegy Inc. (NYSE:DYN) announced that Howard B. Sheppard has been
appointed to the company's board of directors effective
immediately.

Sheppard, 58, has served as Assistant Treasurer of ChevronTexaco
Corp. since October 2001 and previously served as Assistant
Treasurer of Chevron Corp. from February 1988 until October 2001.
He has been employed by ChevronTexaco and its affiliates since the
merger of Gulf Oil Corp. with Chevron in 1985. Prior to the
merger, Sheppard held positions of increasing responsibility at
Gulf Oil.

"We are pleased to add Howard to our board of directors and look
forward to drawing on his energy industry experience and financial
expertise," said Dynegy Inc. President and Chief Executive Officer
Bruce A. Williamson.

Sheppard replaces John S. Watson, 47, as the second ChevronTexaco
representative on Dynegy's board of directors. Watson, who is
currently Vice President and Chief Financial Officer of
ChevronTexaco, served as a Dynegy director since December 2001.

"John provided sound judgment and strong leadership during a key
stage of Dynegy's self-restructuring," Williamson said. "I look
forward to continuing to work with John through his role as a
member of the executive leadership team of Dynegy's largest
customer, supplier and shareholder, ChevronTexaco."

Dynegy's board of directors totals 13 members. Sheppard and
Raymond I. Wilcox, 58, Vice President of ChevronTexaco and
President of ChevronTexaco Exploration and Production Company, are
directors representing ChevronTexaco.

Dynegy Inc. (S&P, B Corporate Credit Rating, Negative) provides
electricity, natural gas, and natural gas liquids to customers
throughout the United States. Through its energy businesses, the
company owns and operates a diverse portfolio of assets, including
power plants totaling more than 12,700 megawatts of net generating
capacity, gas processing plants that process approximately two
billion cubic feet of natural gas per day and nearly 38,000 miles
of electric transmission and distribution lines.


EBT INTL: Has $1.6MM Net Assets in Liquidation as of January 31
---------------------------------------------------------------
eBT International, Inc. (Formerly OTC Bulletin Board: EBTN)
announced that Net Assets in Liquidation at January 31, 2004 were
$1,620,000, equivalent to $5.52 per common share (based on
approximately 293,300 shares of common stock outstanding).

The Company's Net Assets in Liquidation at January 31, 2004
include $111,000, approximately $0.38 per share, in cost savings
benefits that were recognized in connection with the termination
of the Company's status as a public company under the Securities
Exchange Act of 1934.

The Company's estimated liquidation value of $5.52 per common
share is exclusive of the $976,000 ($3.32 per share) litigation
cost reserve (which is primarily for possible indemnification
claims from certain former officers of the Company), and the
$25,000 general contingency reserve. The litigation cost reserve
is unchanged from the amount reported at January 31, 2003. The
general contingency reserve at January 31, 2003 was $100,000. The
change in the reserve balance reflects charges incurred in the
fourth fiscal quarter in connection with the restatement of the
Company's financial results for 1998 and the United States
District Attorney, District of Massachusetts involvement in that
matter. On February 12, 2003, the Company entered into an
agreement with the United States Attorney's office in Boston
(amended on February 12, 2004) pursuant to which the Company
agreed to provide certain documents related to the investigation
conducted by the Company in connection with the 1998 restatement
of its financial results. As previously reported, we are unable to
predict what additional requests, if any, the Company will receive
and whether such requests will result in additional requests for
indemnification.

In the event the Company subsequently determines that amounts
required to satisfy claims under either or both of the above
mentioned reserves are less than available reserve balances, then
any unpaid reserve amounts will increase the Company's net assets
in liquidation. The Board of Directors does not expect to make any
further liquidation distributions to shareholders until final
resolution of all matters, including potential indemnification
claims, related to the restatement of the Company's financial
results for 1998.

               About eBT International, Inc.

Prior to May 23, 2001, the Company developed and marketed
enterprise-wide Web content management solutions and services. The
Company's shareholders approved a plan of liquidation and
dissolution on November 8, 2001, and a certificate of dissolution
was filed with the state of Delaware on November 8, 2001. The
Company implemented a 1 for 50 reverse stock split on June 10,
2003. An initial cash liquidation distribution in the amount of
$44,055,000 (or $3.00 per share pre reverse split) was returned to
shareholders on December 13, 2001. A second cash liquidation
distribution in the amount of $ 4,406,000 (or $ 0.30 per share pre
reverse split) was returned to shareholders on October 30, 2002.


ENRON: EEPC Unit Gets Nod for Accroven, et al., Settlement Pact
---------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Enron Equipment Procurement Company sought and obtained
Court approval for:

   (a) a Settlement Agreement and Mutual Release it entered into
       with Enron Power Construction Company, Enron Equipment
       Installation Company, Accroven SRL, Tecnoconsult
       Constructor Barcelona, S.A., Moinfra S.A., Tecnoconsult
       Constructores, S.A. and Consorcio Tecnoconsult
       Constructores - Enron; and

   (b) its entry into a mutual release of all claims, obligations
       and liabilities relating to the construction of various gas
       processing plants and other related facilities in
       Venezuela, referred to as the ACCRO III and IV projects.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
related that on September 1, 1998, EPC, through its affiliates,
EEPC, EPCC, Enron Power Services B.V. and EEIC -- the EPC Parties
-- entered into a Lump Sum Turnkey Construction Contract with
Accroven.  Pursuant to the Turnkey Contract, EPC was to construct
the Projects located in Venezuela for Accroven.  Pursuant to a
Consolidation Agreement, by and among the EPC Parties and
Accroven, dated as of September 1, 1998, the EPC Parties,
including EEPC, became jointly and severally liable for supplying
the labor and materials for the construction of the Projects.

EPCC contracted with Accroven to serve as the contractor for EPC
to construct the Projects.  EEIC and Tecnoconsult formed
Consorcio Tecron as a joint venture to perform some of the
subcontract work for the Projects.

Tecnoconsult and its affiliate, Moinfra, entered into several
agreements with Consorcio Tecron to provide certain services as
subcontractors of Consorcio Tecron in connection with the
Projects.  As a result of providing those services, they assert
that the Enron Parties owe Tecnoconsult $1,382,968 and Moinfra
$397,933.

On February 28, 2002, Ms. Gray reported that Moinfra assigned its
$397,933 account receivable to Tecnoconsult.  On April 2, 2002,
Consorcio Tecron assigned its right in an account receivable
amounting to $2,021,474 to Tecnoconsult Constructores, which
subsequently further assigned the account receivable to
Tecnoconsult.

Currently, Tecnoconsult asserts that it is owed $3,802,375 in
connection with the Projects.  Tecnoconsult alleges that Accroven
is responsible for the amounts owed under Venezuelan law based on
a novation theory.

The Projects were completed on July 9, 2001, by Accroven at its
own expense in accordance with the service agreements between
Accroven and PDVSA, dated August 7, 1998.  Accroven and EPCC, as
the primary contractor for the Projects, were in disagreement as
to certain construction items not yet completed.  On June 12,
2003, Accroven, EPCC, EEPC, and EEIC, entered into a Release,
Indemnity and Settlement Agreement pursuant to which Accroven
agreed to directly pay certain of EPCC's subcontractors, with the
exception of Tecnoconsult and its affiliates as no settlement had
been reached at that time with Tecnoconsult.

Tecnoconsult filed two judicial complaints against Accroven in
Venezuela.  The first lawsuit, for $1,780,901, was filed in May
2002, and is pending before the Tenth Court of the First Instance
for Civil Mercantile and Traffic Matters of the Judicial
Circumscription of the Caracas Metropolitan Area.  The second
suit, for $2,021,474, was filed in July 2003, and is pending
before the Eleventh Court of the First Instance for Civil,
Mercantile and Traffic Matters of the Judicial Circumscription of
the Caracas Metropolitan Area.

The EPC Parties, Accroven, Tecnoconsult, Moinfra, Tecnoconsult
Constructores and Consorcio Tecron amicably resolved the issues
among them and entered into the Settlement Agreement.  Pursuant to
the Settlement Agreement, Accroven will pay Tecnoconsult
$2,720,000.  Tecnoconsult will take necessary actions to terminate
the May Lawsuit and the July Lawsuit contemporaneous with the
execution of the Settlement Agreement.

The EPC Parties, Accroven, Tecnoconsult, Moinfra, Tecnoconsult
Constructores, and Consorcio Tecron have also agreed to release
one another as of the date of the execution of the Settlement
Agreement as:

   * Tecnoconsult, Tecnoconsult Constructores, and Moinfra, will
     release EEPC, EPCC, EEIC, and Accroven with regard to any
     obligation or matter related to the construction of the
     Projects;

   * EEPC, EPCC, EEIC, and Accroven will release Tecnoconsult,
     Tecnoconsult Constructores, and Moinfra with regard to any
     obligation or matter related to the construction of the
     Projects;

   * Tecnoconsult Constructores and EEIC, acting in their
     capacities as partners of Consorcio Tecron, and Consorcio
     Tecron will release EEPC, EPCC, and Accroven with regard to
     any obligation or matter related to the construction of the
     Projects;

   * EEPC, EPCC, and Accroven will release Tecnoconsult
     Constructores and EEIC, acting in their capacities as
     partners of Consorcio Tecron, and Consorcio Tecron, with
     regard to any obligation or matter related to the
     construction of the Projects;

   * Tecnoconsult Constructores and EEIC mutually release each
     other with regard to any obligation or matter related to
     the construction of the Projects; and

   * Accroven, on the one hand, and EEPC, EPCC, and EEIC, on the
     other, mutually release each other with regard to any
     obligation or matter related to the construction of the
     Projects. (Enron Bankruptcy News, Issue No. 101; Bankruptcy
     Creditors' Service, Inc., 215/945-7000)


EXABYTE CORP: Reports $27.7 Million Equity Deficit at January 4
---------------------------------------------------------------
Exabyte Corporation (OTCBB: EXBT), a performance and value leader
in tape backup, restore and archival systems, announced revenue of
$95.8 million and a net loss of $43 million for the year ended
January 3, 2004, compared to revenue of $133.2 million and a net
loss of $29.1 million for the year ended December 28, 2002.

The loss for fiscal 2003 included the following significant, non-
cash or special charges: (1) $10.1 million of non-cash interest
expense related to the common stock issued in exchange for over
advance guaranties to Silicon Valley Bank by shareholders, (2) bad
debt expense of $6.0 million relating to the bankruptcy of a major
customer in the first quarter of 2003, (3) a charge for excess and
obsolete inventory of $6.9 million in the first quarter of 2003,
(4) lease termination expense of $4.7 million related to the
termination of certain real estate leases for facilities, and (5)
a non-cash loss of $1.6 million resulting from increase in the
principal value of a note payable to a supplier in yen at a fixed
exchange rate.

Loss from operations for 2003 was $28.3 million versus a loss of
$28.8 million in 2002. Operating expenses for 2003 totaled $44.6
million, including the aforementioned bad debt expense and lease
termination expense, and were lower by $6.4 million compared to
2002 operating expenses of $51.0 million. The Company continues to
focus on controlling expenses in all areas, while allocating
adequate funds to continue new product development activities in
2004.

At January 4, 2004, Exabyte Corporation's balance sheet shows a
stockholders' equity deficit of $27,741,000 compared to
$22,899,000 at September 27, 2003     

"The Company's 2003 financial performance reflects the significant
challenges we faced during the year in stabilizing our operations
and positioning the Company to take advantage of opportunities in
2004. Fiscal 2003 included several significant charges related to
these efforts," said Carroll Wallace, Exabyte's CFO. "With the
restart behind us, the Company will now begin to see the results
of the year's successes, particularly in our VXA business, which
just completed its second consecutive quarter of 50 percent growth
in number of units sold. With 10 OEM wins for VXA, including
agreements with industry leaders IBM and Fujitsu Siemens, and more
than 700 new VARs enrolled in our reseller program, we anticipate
continued revenue growth for the VXA business unit."

For the fourth quarter of 2003, the Company reported revenue of
$25.9 million and a net loss of $5.8 million. Revenue increased
5.4 percent in the fourth quarter as compared to the third quarter
of 2003 and reflects the improving momentum of VXA product sales,
including increased sales to OEM customers. The loss for the
fourth quarter includes $550,000 of non-cash interest expense
related to the final portion of common stock issued in exchange
for over advance guaranties, a loss on foreign currency
fluctuations relating to the note payable to a supplier of
$589,000, and increased cost of goods sold of $1.4 million due to
purchases of product from a Japanese supplier denominated in yen,
resulting from the weakness of the U.S. dollar versus the yen
during the quarter. The Company also experienced increased startup
costs related to the outsourcing of its repair and service
operations during the quarter. Service and repair costs totaled
$2.9 million in the fourth quarter compared to $1.6 million in the
third quarter of 2003.

On January 3, 2004, the Company had a working capital deficit of
$6.3 million compared to a deficit of $16 million on September 27,
2003, the end of the third quarter of 2003. This improvement is a
result of the receipt of $20 million in proceeds from the
Company's strategic arrangement with Imation Corporation. Accounts
receivable decreased from $17.6 million at September 27, 2003 to
$14.8 million at January 3, 2004 due to improved cash collections
and lower days sales outstanding. Outstanding borrowings on the
Company's bank line-of-credit totaled $6.5 million at January 3,
2004, a decrease of $7.3 million compared to the end of the third
quarter. The Company used a substantial portion of its $7 million
year end cash balance to repay the line-of-credit in total in
January 2004.

"2003 was a restart year for Exabyte. We restructured the Company
based on an exciting portfolio of new products, with our VXA line
leading the way," said Tom Ward, president and CEO of Exabyte.
"The capacity, performance and reliability of VXA products
continue to impress the market. Further, the value proposition of
the VXA Packet Drive, combined with Exabyte's world-class
automation, is a clear winner as demonstrated by the unprecedented
success of the recent launch of the VXA PacketLoader 1x10 1U - the
fastest-growing automation product in Exabyte's 18-year history.
With products such as the PacketLoader, we believe Exabyte has a
bright future. We met the challenges of 2003 head on and have come
through the year a stronger Company, poised for healthy growth in
2004."

                    About Exabyte Corporation

Exabyte Corporation (OTCBB: EXBT) provides innovative tape storage
solutions to customers whose top buying criteria is value:
capacity/price, speed, data reliability and ease-of-use. Exabyte,
an industry innovator since 1987, is the recognized value-leader
in tape storage and automation solutions for servers,
workstations, LANs and SANs. With groundbreaking VXA Packet
Technology, the most significant advancement in tape in the last
decade, Exabyte's VXA-2 solutions provide SMB and departmental
users dramatically higher capacity, speed and data reliability at
competitive prices. Exabyte's drives and automation products are
rugged, robust and reliable solutions for users of VXAtape, LTO
(Ultrium) and MammothTape. Exabyte has a worldwide network of
OEMs, distributors and resellers that share the Company's
commitment to value and customer service, including partners such
as IBM, HP, Fujitsu Siemens Computers, Apple Computer, Toshiba,
Logitec, Acer, Kontron, Lynx, Bull, Tech Data, CDW, Ingram Micro
and Arrow Electronics. Visit http://www.exabyte.com/for more  
information


EXIDE TECH: Court Approves Plan Solicitation & Voting Procedures
----------------------------------------------------------------
The Exide Tech. Debtors and the Committee ask the Court to approve
procedures for soliciting and tabulating votes to accept or reject
their Joint Plan.

The Debtors and the Committee believe that the Solicitation
Procedures are well-designed and specifically tailored to
effectively solicit acceptances or rejections of the Joint Plan
in a manner consistent with the requirement of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, and the local
Bankruptcy Rules for the District of Delaware.  To the extent
that circumstances arise requiring the Debtors and the Committee
to modify the Solicitation Procedures, the Debtors and the
Committee reserve the right to supplement or amend them by
subsequent request to the Court.

                         Voting Deadline

The Debtors and the Committee ask the Court to direct that all
ballots accepting or rejecting the Joint Plan must be received by
Bankruptcy Management Corporation, their solicitation agent, by
5:00 p.m., on the date that is seven days before the Confirmation
Hearing.  Ballots sent through U.S Mail must addressed to:

              Bankruptcy Management Corporation
              Attention: Exide Solicitation Agent
              PO Box 1063
              El Segundo, CA 90245-1063

Ballots sent by courier or hand delivery must be addressed to:

              Bankruptcy Management Corporation
              Attention: Exide Solicitation Agent
              1330 E. Franklin Avenue
              El Segundo, CA 90245

                         Forms of Ballot

The appropriate ballot must be cast for all Joint Plan votes or
the appropriate Master Ballot in the case of a beneficial holder
whose securities are registered or otherwise held in the name of
a bank, brokerage firm or other nominee.  The Debtors and the
Committee have prepared and customized Ballots and Master Ballots
for classes of Claims that are entitled to vote.  The Debtors
will distribute the Ballots and Master Ballots to these Impaired
Classes entitled to cast a vote:

         Class         Claims Entitled to Vote on the Plan
         -----         -----------------------------------
          P3           Prepetition Credit Facility Claims
          P4           General Unsecured Claims
          S3           Prepetition Credit Facility Claims  

Voting instructions will be forwarded along with the Ballots and
Master Ballots.

These classes of Claims and Equity Interests under the Plan are
not entitled to vote because they are deemed to accept or reject
the Plan pursuant to Section 1126 of the Bankruptcy Code:

    Class      Claims and Equity Interests              Status
    -----      ---------------------------              ------
     P1        Other Priority Claims -- Exide           Accept
     P2        Other Secured Claims -- Exide            Accept
     P5        Equity Interests -- Exide                Reject
     S1        Other Priority Claims -- Subsidiary      Accept
     S2        Other Secured Claims -- Subsidiary       Accept
     S4        General Unsecured Claims -- Subsidiary   Reject
     S5        Equity Interests -- Subsidiary           Reject

               Form, Content and Manner of Notices

The Debtors and the Committee will distribute to creditors
entitled to vote a solicitation package containing these
materials:

   * A copy of the Disclosure Statement;

   * An appropriate ballot, master ballot and voting
     instructions;

   * Notices of the Confirmation Hearing, the deadline to cast
     votes and file objections to the Plan;

   * Any supplemental solicitation materials the Debtors may file
     with the Court;

   * Pre-addressed return envelope; and

   * Any other materials ordered by the Court to be included as
     part of the package.

Copies will also be furnished to the Office of the U.S. Trustee
and the Securities and Exchange Commission.  To avoid
duplication, creditors who have more than one claim will receive
only one Ballot for each class.

The Solicitation Packages will not be distributed to those
persons not entitled to vote, instead, the Debtors will send
Notices of the Confirmation Hearing and other Deadlines as well
as a notice of non-voting status, including instructions on how
to obtain copies of the package.  In addition to mailing these
different Notices, the Debtors will publish them once in the
national edition of The Wall Street Journal.

                        Voting Procedures

When tabulating the votes, the Debtors and the Committee will
apply these rules to determine the claim amount associated with a
creditor's vote:

   (a) If neither the Debtors nor the Committee have not filed a
       written objection to the claim, the claim amount for
       voting purposes will be the amount contained on a timely
       filed proof of claim or, if no proof of claim was filed,
       the non-contingent, liquidated and undisputed claim amount
       listed in the Debtors' schedules of liabilities;

   (b) If the Debtors or the Committee has filed a written
       objection to the claim, the creditor's Ballot will not be
       counted unless temporarily allowed by the Court for voting
       purposes;

   (c) If a creditor casts a Ballot and is listed on the Debtors'
       schedules of liabilities as holding a contingent,
       unliquidated or disputed claim, the Ballot will not be
       counted;

   (d) If a creditor is not entitled to vote and believes that it
       should be entitled to vote on the Plan, it must file a
       motion seeking temporary allowance for voting purposes
       pursuant to Rule 3018(a) of the Federal Rules of
       Bankruptcy Procedure three days before the Confirmation
       Hearing;

   (e) Ballots cast by creditors whose claims are not listed on
       the Debtors' Schedules, but who timely file proofs of
       claim in unliquidated or unknown amounts that are not
       subject of a Claim objection, will count for satisfying
       the requirements of Section 1126(c) of the Bankruptcy Code
       and will count as Ballots for claims for $1 solely to
       satisfy the dollar amount provisions; and

   (f) In case of publicly traded securities, the principal
       amount or number of shares according to the records of the
       transfer agent for the particular series of securities,
       including a further breakdown, in the case of The
       Depository Trust Company, of the individual Nominee
       Holders, as of the Voting Record Date, will be the claim
       or interest amount.  However, in no event will a Nominee
       Holder be permitted to vote in excess of its position in
       DTC as of the Voting Record Date;

To ensure that the vote is counted, each claimholder must:

   * complete a Ballot;

   * indicate whether it is voting to accept or reject the Plan
     in the boxes provided in the Ballot; and

   * sign and return the Ballot to the address set forth on the
     provided envelope.

The prepetition credit facility claims in Classes P3 and S3 will
be allowed for $802,700,000 for the purposes of voting on the
Joint Plan.  Furthermore, the Prepetition Credit Facility Claims
in Classes P3 and S3 will not be subject to any objections
relating to the voting amount by any party, nor will the
claimants be required to file a Rule 3018 Motion.

In addition, the Debtors will implement these general voting  
procedures and standard assumptions in tabulating ballots:

   -- Except to the extent determined by the Debtors in their
      reasonable discretion, or otherwise permitted by the
      Court, the Debtors and the Committee will not accept or
      count Ballots received after the Voting Deadline;

   -- Creditors will not split their vote within a claim, thus,
      each creditor will be deemed to have voted the full amount
      of its claim either to accept or reject the Plan;

   -- The method of delivery of Ballots and Master Ballots to be
      sent to BMC is at the election and risk of each Holder,
      provided that the delivery will be deemed made only when
      the original executed Ballot or Master Ballot is actually
      received by BMC;

   -- BMC must receive an original executed Ballot or Master
      Ballot.  Ballots sent via facsimile, e-mail or any other
      electronic means will not be accepted;

   -- No Ballot or Master Ballot sent to the Debtors or
      Committee, any indenture trustee or agent, or the Debtors'
      or the Committee's financial or legal advisors will be
      accepted or counted;

   -- If multiple Ballots or Master Ballots are received from an
      individual claimholder before the Voting Deadline, the
      last Ballot timely received will be deemed to reflect the
      voter's intent and to supersede and revoke any previous
      Ballot;

   -- Any Trustee, executor, administrator, guardian, attorney-
      in-fact, officer of a corporation, or other person acting
      in fiduciary or representative capacity, who signs a
      Ballot or Master Ballot must:

        (i) indicate specific capacity when signing; and

       (ii) submit proper evidence of the authority to act on
            behalf of a beneficial interest holder in form and
            content satisfactory to the Debtors and the
            Committee;

   -- The Debtors and the Committee may waive any defect in any
      Ballot or Master Ballot at any time and without notice.
      The Debtors and the Committee may reject any Ballot or
      Master Ballot not timely submitted;

   -- Any holder of impaired claims who has delivered a valid
      Ballot voting on the Plan may withdraw the vote; and

   -- Neither the Debtors, the Committee nor any other entity,
      will be under any duty to provide notification of defects
      or irregularities with respect to deliveries of Ballots or
      Master Ballots nor will any of them incur any liabilities
      for failure to provide the notification.

               Master Ballots Tabulation Procedures

With the difficulty in reaching beneficial owners of publicly
traded securities, the Debtors and the Committee propose to
implement these procedures for Beneficial Holder Claims:

   (1) The Debtors and the Committee will distribute a Ballot to
       each record holder of the Beneficial Holder Claims as of
       the Voting Record Date;

   (2) The Debtors and the Committee will also distribute an
       appropriate number of Ballot copies to each bank or
       brokerage firm identified by BMC.  Each Nominee will be
       requested to immediately distribute the Ballots to all
       Beneficial Claimholders;

   (3) Each Nominee must summarize the individual votes of its
       individual Beneficial Claimholders on a Master Ballot and
       return it to BMC;

   (4) Any Beneficial Claimholder, as a record Holder in its own
       name, will vote on the Plan by completing and signing the
       Ballot and returning it to BMC;

   (5) Any Beneficial Claim Holder who holds in "street name"
       through a Nominee will vote on the Plan by promptly
       completing and signing the Ballot and returning it to the
       Nominee in sufficient time for processing and to return a
       Master Ballot to BMC by the Voting Deadline;

   (6) Any Ballot returned to a Nominee by a Beneficial
       Claimholder will not be counted for purposes of accepting
       or rejecting the Plan until the Nominee properly completes
       and timely delivers to BMC a Master Ballot reflecting the
       Beneficial Claimholder's votes;

   (7) If a Beneficial Claimholder holds Beneficial Holder Claims
       or any combination through more than one Nominee, the
       Beneficial Holder will execute a separate Ballot for each
       block of the Beneficial Holder Claims that it holds
       through any Nominee and return the Ballot to the Nominee
       holding the Beneficial Holder Claims; and

   (8) If a Beneficial Holder holds a portion of its Beneficial
       Holder Claims through a Nominee and another portion
       directly or in its own name as a record Holder, it must
       follow the procedures with respect to voting each portion
       separately.

The Debtors and the Committee seek the Court's authority to
reimburse any Nominee and any of their agents for necessary out-
of-pocket expenses incurred in performing their tasks.

Ballots not indicating an acceptance or rejection of the Plan, or
indicating both, will be deemed to accept the Plan.  Holders of
Class P3 and S3 Claims who fail to indicate in their Ballots a
preference treatment under Option A or Option B, or that
indicated both treatment options, will be deemed to have elected
treatment under Option B.

            Returned Solicitation Packages or Notices

The Debtors anticipate that some of the Solicitation Packages or
Notices may be returned by the U.S. Postal Service as
undeliverable.  In this regard, the Debtors will no longer re-
mail undelivered Solicitation Packages or Notices to those
entities whose addresses differ from the addresses in the claims
register or the Debtors' records as of the Voting Record Date.

                          Releases

The Joint Plan provides for releases against certain non-debtor
entities by creditors who accept or are deemed to accept the
Joint Plan.  Although the validity and enforceability of the
Releases is an issue for plan confirmation, the Debtors and the
Committee specifically ask the Court to approve the form and
manner of disclosures in the ballots and master ballot as they
relate to the Releases.

                       Confirmation Hearing

The Debtors and the Committee also ask the Court to schedule a
hearing to confirm the Joint Plan, pursuant to Section 1128 of
the Bankruptcy Code and Rule 3017(c) of the Federal Rules of
Bankruptcy Procedure, for a date of 30 days after the Court's
approval of the Disclosure Statement.  The Confirmation Hearing
may then be continued from time to time by announcing the
continuance in open court or otherwise without further notice to
parties-in-interest.

                     Plan Objection Deadline

The Debtors and the Committee ask Judge Carey to set the day that
is seven days before the Confirmation Hearing as the last day for
filing and serving objections to plan confirmation.  Any
objections must be served in a manner so that they are actually
received on or before 5:00 p.m. Prevailing Eastern Time, on the
Joint Plan Objection Deadline by each of these notice parties:

      Counsel to the Debtors
      ----------------------
      Kirkland & Ellis LLP
      200 East Randolph Drive
      Chicago, IL 60601
      312-861-2000
      Fax: 312-861-2200
      Attn: Matthew N. Kleiman
            Ross M. Kwasteniet

      Pachulski Stang Ziehl Young & Jones PC
      919 N. Market Street
      16th Floor
      Wilmington, DE 19899
      Attn: Laura Davis Jones
            James E. O'Neill

      Counsel to the Creditors Committee
      ----------------------------------
      Pepper Hamilton LLP
      Suite 1600
      1201 Market Street
      P.O. Box 1709
      Wilmington, DE 19899-1709
      Attn: David B. Stratton
            David M. Fournier

      Akin Gump Strauss Hauer & Feld LLP
      590 Madison Avenue
      New York, NY 10022
      Fax: 212-872-1002
      Attn: Fred S. Hodera
            Mary R. Masella

      Counsel to the Prepetition Lenders
      ----------------------------------
      Shearman & Sterling LLP
      599 Lexington Avenue
      New York, NY 10022
      Attn: Douglas P. Bartner
            Marc B. Hankin

      Richards Layton & Finger
      One Rodney Square
      Wilmington, DE 19899
      302-651-7701
      Attn: Mark Collins
            Etta Rena Wolfe

      Counsel to the Equity Committee
      -------------------------------
      Reinhart Boerner Van Deuren SC
      1000 North Water Street, Suite 2100
      Milwaukee, WI 53202
      414-298-8191
      Attn: Mark L. Metz

      Potter Anderson & Corroon LLP
      1313 N. Market Street
      6th Floor
      Hercules Plaza
      Wilmington, DE 19899
      Attn: William A. Hazeltine

      Office of the United States Trustee
      -----------------------------------
      844 King Street, Room 2207
      Lockbox #35
      Wilmington, DE 19801
      302-573-6491
      Attn: Mark S. Kenney

      Counsel to Smith Management LLC
      -------------------------------
      Arent Fox Kintner Plotkin & Kahn, PLLC
      1675 Broadway, 25th Floor
      New York, NY 10019-5820
      Attn: Andrew I. Silfen

      Bankruptcy Management Corporation
      ---------------------------------
      Attn: Exide Solicitation Agent
      1330 E. Franklin Avenue
      El Segundo, CA 90245

The Debtors and the Committee also request that they and any
other party-in-interest be allowed to file a response no later
than two days before the Confirmation Hearing, to any timely
filed objection.  The Debtors and the Committee ask the Court to:

   (1) consider only timely filed and served written objections;

   (2) require each objection to state with particularity the
       grounds for the objection and provide the specific text
       that the objecting party believes to be appropriate to
       insert into the Joint Plan; and

   (3) overrule all objections not timely filed and served.

The Debtors and the Committee also ask the Court to establish a
deadline for filing supplemental objections to the Plan
Supplement.  Under the Joint Plan, the Plan Supplement is to be
filed not less than 10 days before the Confirmation Hearing.  
Therefore the Debtors and the Committee request that the deadline
to the supplemental objections to the Plan Supplement will be the
later of:

   -- the Joint Plan Objection Deadline; and

   -- five days after the filing of the Plan Supplement, but in
      no event later than the Joint Plan Objection Deadline.

                       *     *     *

Judge Carey approves the Debtors' Solicitation and Tabulation
Procedures and establishes:

   * April 9, 2004 as the deadline for filing objections to
     confirmation of the Joint Plan;

   * April 9, 2004 as the last day for creditors to return the
     Ballots to BMC; and

   * April 16, 2004 as the beginning of the Confirmation Hearing.

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.  
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FLOW INTL: Shareholders' Equity Deficit Tops $5M at January 31
--------------------------------------------------------------
Flow International Corporation (Nasdaq: FLOW), the world's leading
developer and manufacturer of ultrahigh-pressure waterjet
technology equipment used for cutting, cleaning (surface
preparation) and food safety applications, reported results for
its fiscal 2004 third quarter ended January 31, 2004.

On a consolidated basis, FLOW reported revenues of $42.4 million
and a net loss of $1.1 million, or $0.07 diluted loss per share,
which includes restructuring charges of $1.3 million. For
comparison, in the year-ago quarter the Company reported revenues
of $30.5 million and a net loss of $41.6 million or $2.71 diluted
loss per share; and in the fiscal 2004 second quarter the Company
reported revenues of $43.7 million and a net loss of $3.3 million
or $0.21 diluted loss per share. Results for the year-ago quarter
include $32.8 million in charges related to accounts receivable
and inventory reserves, goodwill impairments, valuation allowances
on deferred tax assets and other adjustments.

During the fiscal 2004 third quarter, the Flow Waterjet Systems  
segment reported revenues of $31.3 million and a net loss of $1.2
million or $0.08 diluted loss per share. Included in Other Income,
net of Waterjet Systems, is a realized gain of $2.6 million
associated with the $3.3 million sale of the Company's investment
in marketable securities of WGI Heavy Minerals. The Avure
Technologies segment recorded revenues of $11.1 million and net
income of $0.1 million or $0.01 diluted earnings per share.

"During the quarter, we experienced increased activity on both
sides of our business, recording the highest number of Waterjet
Systems orders in a single quarter, and adding to the growing
backlog in our food and General Press business," said Stephen R.
Light, Flow's President and Chief Executive Officer. "This
increase in order activity comes at roughly the mid-point of our
two-year restructuring, which included the shutdown and transfer
of our European manufacturing to the U.S. during the quarter. We
are on schedule with our restructuring program, and I believe we
are in a strong position to take full advantage of an economic
turnaround, as it gathers strength."

For the nine months ended January 31, 2004, the Company recorded
consolidated revenues of $123.3 million and a net loss of $11.6
million or $0.75 diluted loss per share. Results for the nine
months include restructuring charges of $3.6 million. This
compares to revenues of $112.4 million and a net loss of $54.5
million or $3.55 diluted loss per share for the first nine months
of fiscal 2003, including the $32.8 million of charges recorded in
the third quarter.

Ay January 31, 2004, Flow International Corporation's balance
sheet shows a total shareholders' equity deficit of $5,109,000.

                         Segment Review

Waterjet Systems: For the quarter, Waterjet Systems reported
revenues of $31.3 million and a net loss of $1.2 million or $0.08
diluted loss per share. For comparison, in the year-ago quarter
the Company reported revenues of $30.2 million and a net loss of
$26.6 million or $1.73 diluted loss per share; and in the fiscal
2004 second quarter the Company reported revenues of $33.0 million
and a net loss of $1.4 million or $0.09 diluted loss per share.
Included in the year-ago quarter were $26.4 million of adjustments
related to accounts receivable and inventory reserves, intangible
and long lived asset impairments, valuation allowances on deferred
tax assets and other charges. Within Waterjet Systems sales during
the quarter:

--  Total systems revenues were $20.2 million, compared to
     $19.6 million in the year-ago quarter and $20.9 million in
     the fiscal 2004 second quarter.  The increase over the prior-
     year quarter is primarily a result of strength in the
     European and Asian markets.  The third fiscal quarter
     typically represents the Company's slowest quarter for
     domestic sales, as it falls during the seasonally slow fourth
     calendar quarter, when many companies have exhausted their
     calendar year capital expenditure budgets or postpone
     purchases until after the holiday season.

--  Consumables and spare parts revenues were $11.1 million,
     compared $10.6 million a year ago, and $12.1 in the fiscal
     2004 second quarter. While the Company is currently seeing
     signs of recovery across most of its served markets, results
     for the third quarter, compared to the second quarter, were
     impacted by reduced domestic demand resulting from
     seasonality related to the end of the calendar year.

--  Outside of the United States, Waterjet Systems revenue for
     the quarter increased to $13 million, with sales to Asia and
     Europe up 15% and 53%, respectively, to $5 million and $5.7
     million.  Revenues in Asia and Europe were $4.3 million and
     $3.7 million in the year-ago quarter, and $5.4 million and
     $6.6 million in the fiscal 2004 second quarter, respectively.

--  Waterjet Systems sales to the automotive and aerospace
     markets decreased 16% to $6.5 million, compared to both the
     year-ago quarter and to the fiscal 2004 second quarter as the
     Company faced intense competition in its automation business
     and demand for systems by the automotive industry lagged in
     the current period.

Avure Technologies: For the quarter, Avure recorded revenues of
$11.1 million and net income of $0.1 million or $0.01 diluted
earnings per share. For comparison, in the year-ago quarter the
Company reported revenues of $0.3 million and a net loss of $15.0
million or $0.98 diluted loss per share; and in the fiscal 2004
second quarter the Company reported revenues of $10.6 million and
a net loss of $1.9 million or $0.12 diluted loss per share.
Included in the year-ago quarter were $6.4 million of adjustments
related to inventory reserves, intangible and long lived asset
impairments, and other charges. Within the Avure segment during
the quarter:

--  General Press revenues were $6.3 million.  That compares to
     $4.1 million in the year-ago quarter, and $6.9 million in the
     fiscal 2004 second quarter.  General Press production has
     been weak over the past several years; however, improved
     order volume over the last several quarters is now beginning
     to result in increased production. The Company's General
     Press sales are recognized on a percentage-of-completion
     basis and vary depending on the Company's backlog and overall
     economic activity, and long sales and production cycles,
     which can range from one to four years.  Currently, the
     Company has backlog for General Press systems representing
     $21.5 million in revenues.
    
--  Avure's Fresher Under Pressure(R) food product line revenues
     increased to $4.8 million, up from a negative $3.8 million in
     the year-ago quarter in which the Company reversed percentage
     of completion revenue due to a customer's failure to fulfill
     its contractual obligations. In the fiscal 2004 second
     quarter, the company reported revenues of $3.7 million.  
     During the third quarter just ended, the Company received an
     order from a nationally recognized ready-to-eat meat producer
     for 4 high pressure food processing systems plus an option to
     purchase an additional 4 systems.  These orders represent the
     first substantial business activity in the ready-to-eat meat
     industry, which the Company considers to be one of the major
     developing markets for its new "Turn Key" or Ultra
     technology.  The Ultra technology was developed in order to
     provide an increase in throughput rates and thus generate a
     lower per unit cost compared to the initial systems.  Sales
     into the ready-to-eat market will require this lower per unit
     cost technology.  Currently, the Company has backlog for high
     pressure food processing systems of $13.0 million, excluding
     these options.
    
--  During the quarter the Company terminated its relationship
     with The Food Partners, LLC, an investment banking firm
     specializing in the food industry, which had been retained to
     develop and implement value-maximizing strategic alternatives
     for Avure.  Those alternatives included the continuation of
     operations in the present form, operations on a diminished
     scale, suspension of operations, shutdown, or a complete or
     partial divestiture.  To date, the Company has not received
     an acceptable offer for the business.  In response, the
     Company has downsized the business to a size at which
     continuing operations are expected to be accretive to
     earnings.

                   Update on Credit Agreements

FLOW's current credit agreement with its senior lenders expires
August 1, 2004. The Company is in discussions with certain of the
senior lenders and other outside parties regarding a new long-term
credit facility. While FLOW anticipates having the new facility in
place before filing its annual report on Form 10-K for the year
ending April 30, 2004, the Company believes that the success of
obtaining long-term financing is contingent on modifying its
subordinated debt agreement. This may include a partial repayment
and conversion of some or all of the subordinated debt into equity
securities, or may require raising additional equity capital, with
the proceeds being used as part of the debt refinancing process.
The Company is in the process of exploring each of these
alternatives.

                   About Flow International

Flow provides total system solutions for various industries,
including automotive, aerospace, paper, job shop, surface
preparation, and food production. Visit http://www.flowcorp.com/
for more information.  


HEALTHSOUTH: Appoints Gregory Doody as Executive Vice President
---------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) announced the
appointment of Gregory L. Doody as Executive Vice President,
General Counsel and Secretary. Doody had been serving as Interim
Corporate Counsel and Secretary since September 2003.

"Greg is a talented and experienced attorney who has been an
invaluable member of the HealthSouth team since joining the
company last year," said Robert P. May, HealthSouth's Interim
Chief Executive Officer. "Among his other numerous contributions,
Greg has played an important role in the rebuilding of
HealthSouth, especially in our ongoing efforts to improve
HealthSouth's corporate governance and compliance structures."

Before joining HealthSouth, Doody was a partner of Balch & Bingham
LLP, a regional law firm based in Birmingham, Ala., where he was a
member of the firm's Financial Services and Transactions section
and the Corporate, Tax and Finance section. While at Balch &
Bingham, Doody's practice focused primarily in the areas of
securities, corporate governance, capital markets transactions and
financial services regulation. Prior to joining the legal
profession, he was a manager in the financial reporting department
of Schlumberger Limited and was an auditor with the accounting
firm now known as PricewaterhouseCoopers LLP.

Doody also is a member of the Alabama State Bar, Birmingham Bar
Association and American Bar Association and is a Certified Public
Accountant in New York and Alabama. He is an active participant in
several committees of the American Bar Association's Business Law
Section, including the Corporate Governance Committee and the Law
and Accounting Committee. In addition, Doody is a member of the
Executive Committee of The Federalist Society's Corporations,
Securities and Antitrust Practice Group and serves as an Advisor
for Corporate Governance.

Doody is a graduate of Emory University School of Law in Atlanta
and Tulane University in New Orleans.

                      About HEALTHSOUTH

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations nationwide and abroad.
HealthSouth can be found on the Web at http://www.healthsouth.com/

                         *     *     *

As reported in Troubled Company Reporter's December 26, 2003  
edition, Standard & Poor's Ratings Services withdrew its ratings  
on HEALTHSOUTH Corp. due to insufficient information about the  
company's operating performance, including a lack of audited  
financial statements.  

Standard & Poor's does not expect the company to be able to  
provide restated historical financial statements, or to be able to  
generate current-period financial statements, until at least the  
second half of 2004. The company has not filed audited financial  
statements since Sept. 30, 2002.

On April 2, 2003, Standard & Poor's lowered its ratings on  
HEALTHSOUTH Corp. to 'D' after the company failed to make required  
principal and interest payments on a subordinated convertible bond  
issue that matured on April 1, 2003.  

HEALTHSOUTH is currently embroiled in extensive litigation over  
several years of allegedly fraudulent financial statements and is  
understood to be in discussions with its creditors about  
restructuring its debt. Nearly all members of senior management  
have left the company, and most of the important corporate  
functions have been assumed by professional advisors. Although  
HEALTHSOUTH continues to operate its business, neither its  
operations nor its financial performance can be assessed by  
Standard & Poor's with confidence until the company can generate  
audited financial statements.


HEALTHSOUTH: Commences Consent Solicitations for Senior Notes
-------------------------------------------------------------
HEALTHSOUTH Corp. (OTC Pink Sheets: HLSH) is soliciting consents
under the indentures pursuant to which its 6.875% Senior Notes due
2005, 7.375% Senior Notes due 2006, 7.000% Senior Notes due 2008,
8.500% Senior Notes due 2008, 8.375% Senior Notes due 2011, 7.625%
Senior Notes due 2012 and its 10.750% Senior Subordinated Notes
due 2008 were issued.

The consent solicitations seek approval of proposed amendments to,
and waivers under, the indentures governing the Notes to address
on a consensual basis, among other things, issues relating to
HEALTHSOUTH'S inability to provide current financial statements.
Holders of Notes who deliver consents prior to the expiration of
the consent solicitations will be entitled to receive a consent
fee of $10 in cash for each $1,000 principal amount of Notes held
by such holders. The payment of the consent fee is conditioned
upon the proposed amendments to the indentures becoming operative.

The proposed amendments would, as a consensual matter, temporarily
suspend HEALTHSOUTH's obligations under the indentures to furnish
compliance certificates to the indenture trustees and to furnish
to the SEC periodic and other reports under the federal securities
laws until HEALTHSOUTH is able to comply with the reporting
requirements thereunder. The proposed amendments, if applicable,
also seek to modify HEALTHSOUTH's ability to incur certain
indebtedness under certain circumstances. Each holder of Notes who
consents to the proposed amendments will also be waiving all
alleged and potential defaults under the indentures arising out of
events occurring on or prior to the effectiveness of the proposed
amendments.

The proposed amendments will become effective only upon
satisfaction or waiver by HEALTHSOUTH of certain conditions which
include receipt of valid and unrevoked consents from holders
representing not less than a majority in aggregate principal
amount of outstanding Notes for a series. Consent solicitations
for series of Notes that are governed by the same indentures are
also conditioned upon receipt of valid and unrevoked consents from
a majority in aggregate principal amount of holders of each other
series of notes issued pursuant to such indenture.

The consent solicitations will expire at 11:59 p.m., New York City
time, on April 13, 2004, unless extended. Only holders of Notes as
of 5:00 p.m., New York City time, on March 15, 2004, will be
eligible to consent.

In response to a complaint filed by HEALTHSOUTH, on March 11,
2004, the Circuit Court of Jefferson County, Alabama granted a
temporary restraining order preventing acceleration of any of the
indebtedness evidenced by the Notes. HEALTHSOUTH said it believed
that it was in the best interest of its stakeholders to minimize
the extent of litigation over this matter. Accordingly,
HEALTHSOUTH has determined to proceed with the consent
solicitations as a means of consensually resolving these matters
on a fair and prompt basis and to modify certain covenants in the
existing indentures in order to facilitate its continuing
restructuring efforts.

                      About HEALTHSOUTH

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations nationwide and abroad.
HealthSouth can be found on the Web at http://www.healthsouth.com/

                         *     *     *

As reported in Troubled Company Reporter's December 26, 2003  
edition, Standard & Poor's Ratings Services withdrew its ratings  
on HEALTHSOUTH Corp. due to insufficient information about the  
company's operating performance, including a lack of audited  
financial statements.  

Standard & Poor's does not expect the company to be able to  
provide restated historical financial statements, or to be able to  
generate current-period financial statements, until at least the  
second half of 2004. The company has not filed audited financial  
statements since Sept. 30, 2002.

On April 2, 2003, Standard & Poor's lowered its ratings on  
HEALTHSOUTH Corp. to 'D' after the company failed to make required  
principal and interest payments on a subordinated convertible bond  
issue that matured on April 1, 2003.  

HEALTHSOUTH is currently embroiled in extensive litigation over  
several years of allegedly fraudulent financial statements and is  
understood to be in discussions with its creditors about  
restructuring its debt. Nearly all members of senior management  
have left the company, and most of the important corporate  
functions have been assumed by professional advisors. Although  
HEALTHSOUTH continues to operate its business, neither its  
operations nor its financial performance can be assessed by  
Standard & Poor's with confidence until the company can generate  
audited financial statements.


HILLMAN GROUP: S&P Assigns B Corp. Credit & Sr. Sec. Loan Ratings
-----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to hardware distributor and manufacturer The Hillman
Group Inc. At the same time, Standard & Poor's assigned its 'B'
senior secured bank loan rating and '4' recovery rating to
Hillman's proposed $257.5 million senior secured credit facility
due 2011, which is being issued as part of a recapitalization of
the company. The '4' recovery rating indicates that lenders can
expect marginal recovery of principal (25%-50%) in the event of a
default. The ratings are based on preliminary offering statements
and are subject to review upon final documentation.

The outlook is stable.

Total debt outstanding as of Dec. 31, 2003, pro forma for the
transaction, is expected to be $370.4 million.

"The ratings are based on The Hillman Group's narrow business
focus, customer concentration, and aggressive debt leverage,
factors somewhat mitigated by its historically stable financial
performance," said Standard & Poor's credit analyst Martin S.
Kounitz.

In business for 40 years, Cincinnati, Ohio-based Hillman
manufactures and distributes fasteners; keys and key machines;
engraving equipment; and letters and signs for sale in hardware
and home improvement retail outlets. The company distributes
through about 35,000 stock keeping units (SKUs) to national
customers such as Lowe's Cos. Inc. and Home Depot Inc., as well as
to independent hardware stores. The company's sales are
concentrated, with about 36% of revenues derived from its three
largest customers. In fasteners, Hillman acts as a category
manager for most its customers, providing the retailers' in-store
merchandising displays.

The company's sales for fiscal 2003 ended Dec. 31 rose 11% from
the previous year, as Hillman benefited from an exclusive contract
to supply Lowe's with fasteners. Similarly, EBITDA rose 11% as
higher sales volume improved the company's operating leverage.
Cost reductions, including those associated with the consolidation
of the company's headquarters, also improved profitability.


IMPATH INC: Enters Into Exclusive Agreement With Cell Analysis
--------------------------------------------------------------
IMPATH Inc. (OTC Pink Sheets: IMPHQ.PK) has entered into an
agreement with Cell Analysis under which IMPATH will provide Cell
Analysis' Quantitative Cellular Assessment ("QCA") system
exclusively to IMPATH's clients. IMPATH anticipates launching the
QCA system in the marketplace early in the second quarter of 2004.
Specific terms of the agreement were not disclosed.

Cell Analysis' QCA system has received FDA clearance for estrogen
receptor ("ER") markers in breast cancer and is expected to
receive clearance for the oncoprotein, Her2/neu, later this year.
In addition, the system has been designed to analyze all nuclear,
membranous and cytoplasmic immunohistochemical ("IHC") markers.
The QCA system objectively analyzes tumor cells for predictive and
prognostic markers using quantitative image analysis of nuclear
and membrane antigens enabling more precise, targeted therapeutic
decision-making.

"We are delighted to be working with IMPATH, a leader in cancer
diagnostics," said Joel Herm, CEO of Cell Analysis. "QCA is an
important new technology that can help improve the quality of
information available to pathologists, researchers and
oncologists, so they can make the best decisions for their
patients. We believe that QCA enhances the current standard of
care in IHC evaluation. It provides physicians with an effective
tool in the selection of appropriate chemotherapy on a patient-
specific basis. Further, we believe the QCA system is the most
affordable and easy-to-use system available."

Carter H. Eckert, Chairman and CEO of IMPATH, added, "IMPATH is
dedicated to providing the latest technological innovations to our
clients. Cell Analysis' QCA system and built-in quality control of
IHC stained tissue slides facilitates reproducibility and rapid
turnaround while removing the clinician's perceived limitation of
manual inspection. We are extremely pleased to have the ability to
offer this FDA-cleared technology, on a commercial basis,
exclusively to our clients."

                     About Cell Analysis

Cell Analysis is a privately held life sciences company that
develops today's most affordable, easy-to-use image analysis tools
for studying cancer cells. The company's Quantitative Cellular
Assessment (QCA) system is in clinical and research use to analyze
cancerous tumors of the breast, colon and stomach at premier
institutions nationally. QCA has received FDA clearance for
estrogen receptor (ER) markers in breast cancer and is expected to
receive clearance for Her2/neu later this year.

                         About IMPATH

Headquartered in New York, New York, Impath Inc., together with
its subsidiaries, is in the business of improving outcomes for
cancer patients by providing patient-specific diagnostic and
prognostic services to pathologists and oncologists, providing
products and services to biotechnology and pharmaceutical
companies, and licensing software to hospitals, laboratories, and
academic medical centers. The Company filed for chapter 11
protection on September 28, 2003 (Bankr. S.D.N.Y. Case No. 03-
16113).  George A. Davis, Esq., at Weil, Gotshal & Manges, LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$192,883,742 in total assets and $127,335,423 in total debts.


ISLE OF CAPRI: S&P Affirms Rating & Revises Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Isle of
Capri Casinos, Inc. to negative from stable. At the same time,
Standard & Poor's affirmed its ratings on the company, including
its 'BB-' corporate credit rating.  Pro forma for the February
2004 bond offering, total debt outstanding at Jan. 25, 2004, was
$1.1 billion.

The outlook revision follows Isle's announcement that the company
has been selected by the Illinois Gaming Board as the successful
bidder for the 10th Illinois gaming license.  The company bid $518
million for the license.  Subject to final approval by the
Illinois Gaming Board and Bankruptcy Court approval, Isle intends
to construct a $150 million casino in Rosemont, which will include
40,000 square feet of gaming space and 1,200 gaming positions,
with expected completion to occur eight months after construction
commences.  Given initial capital spending plans, increased debt
associated with the Illinois project, and pro forma for Standard &
Poor's estimate of cash flow for the Rosemont property's first
full year of operation, debt to EBITDA, adjusted for operating
leases, will be between 5.0x and 5.5x by the company's fiscal year
end in April 2005. The company has not yet disclosed its plans for
financing the cost of the license and the new casino.

"The ratings reflect Isle's aggressive growth strategy, the
second-tier market position of many of its properties, and
increased expansion capital spending," said Standard & Poor's
credit analyst Peggy Hwan. "These factors are offset by the
company's diverse portfolio of casino assets, relatively steady
historical operating performance, and credit measures that have
historically been maintained in line with the rating."

Biloxi, Mississippi-headquartered Isle is a multi-jurisdictional
gaming company with most of its properties located in Mississippi,
Louisiana, Iowa, and Missouri. In addition, the company operates
casinos in Black Hawk and Cripple Creek, Colorado, the Bahamas,
the U.K., and a racetrack in Pompano Beach, Florida.


ISLE OF CAPRI: Wins 10th Illinois Casino License
------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) officials announced
that the company has been selected by the Illinois Gaming Board as
the successful bidder for the 10th Illinois gaming license. The
company was selected by the gaming board after bidding $518
million at a bankruptcy auction held last week.

Isle of Capri's project will be located on a nine-acre site in the
Village of Rosemont, located next to Chicago's O'Hare
International Airport, in close proximity to the one million
square foot Stephens convention center, and near the over 6,000
hotel rooms located in the Village. Isle of Capri expects to spend
an additional $150 million on the project, in addition to amounts
already expended at the site. The site has an existing parking
garage and infrastructure, including a basin and barge. The
company's project includes constructing a single level 40,000
square foot casino, with 1,200 gaming positions, four of its
signature restaurants, a 12,000 square foot entertainment venue,
and 7,500 square feet of retail space.

Isle of Capri will own 80 percent of its Rosemont subsidiary, with
the remaining 20 percent to be owned by qualified minority
investors, as required by statute.

Bernard Goldstein, Isle of Capri Casinos chairman and chief
executive officer, said, "We believe that our proposal offers the
best project in the best location and the IGB's decision supports
that view. Our company is ready to spread our Isle Style success
to Chicagoland."

"The Illinois Gaming Board's selection of the Isle will bring the
most benefits to the most residents of Cook County and the state,"
said Timothy M. Hinkley, president and chief operating officer of
the Isle of Capri. "We are looking forward to working with the
Gaming Board staff during the licensing process and debuting the
next generation of our Isle product in the Chicagoland market."

The project is subject to contingencies including findings of
suitability and final approval of the Illinois Gaming Board and
approval of the U.S. Bankruptcy Court. The company expects to
begin construction on the project promptly following final
Bankruptcy Court and Gaming Board approval and open the project
within eight months of commencing construction.

Isle of Capri Casinos, Inc. (S&P, B+ Corporate Credit Rating,
Stable), a leading developer and owner of gaming entertainment
facilities, operates 16 casinos in 14 locations. The company owns
and operates riverboat and dockside casinos in Biloxi, Vicksburg,
Lula and Natchez, Mississippi; Bossier City and Lake Charles (2
riverboats), Louisiana; Bettendorf, Davenport and Marquette, Iowa;
and Kansas City and Boonville, Missouri. The company also owns a
57 percent interest in and operates land-based casinos in Black
Hawk (two casinos) and Cripple Creek, Colorado. Isle of Capri's
international gaming interests include a casino that it operates
in Freeport, Grand Bahama, and a two-thirds ownership interest in
a casino in Dudley, England. The company also owns and operates
Pompano Park Harness Racing Track in Pompano Beach, Florida.


ITC DELTACOM: S&P Assigns B- Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to ITC DeltaCom Inc. The outlook is developing.

Simultaneously, a 'B-' bank loan rating, along with a recovery
rating of '5', was assigned to the company's $48.5 million secured
credit facility, based on preliminary documentation. The bank loan
is rated the same as the corporate credit rating; this and the '5'
recovery rating indicate the expectation for a negligible (0%-25%)
recovery of principal under a distressed default scenario.

In addition, Standard & Poor's assigned its 'CCC+' rating to ITC
DeltaCom's aggregate $300 million second-priority senior secured
notes due 2011 and floating-rate second-priority senior secured
notes due 2010, issued under Rule 144A with registration rights. A
recovery rating of '5' also was assigned to these note issues,
indicating the expectation for a negligible (0%-25%) recovery of
principal in a default scenario given the weak prospects
anticipated for the first-priority secured bank loan. The
$300 million of notes will have a second lien on the collateral
securing the new bank facility. Proceeds of the new notes will be
used to repay existing debt and for other general corporate
purposes.

West Point, Georgia-based ITC DeltaCom is one of the largest
integrated communications service providers in the Southeastern
U.S., providing voice and data services to small, midsize, and
some large regional businesses. ITC DeltaCom emerged from Chapter
11 on Oct. 29, 2002, resulting in public noteholders and capital
stockholders receiving common shares representing 86.5% of the
reorganized company, after a $30 million equity investment. As a
result of the BTI Telecom Inc. (BTI) acquisition in October 2003,
which was financed with equity, Welsh, Carson, Anderson & Stowe
(WCAS) presently own about 65% of the combined company. The
combined company has about 50,000 business customers in 40
markets. Retail access lines total more than 360,000, while
wholesale lines total about 69,000. Pro forma for the new notes
(as of Dec. 31, 2003), total debt outstanding is about $320
million.

"The ratings on ITC DeltaCom reflect the very high business risk
profile of the competitive local exchange (CLEC) market, continued
industry pricing pressure in the wholesale market, and integration
risks associated with the BTI acquisition," said Standard & Poor's
credit analyst Rosemarie Kalinowski. The primary competitor in its
markets is the incumbent telecom provider BellSouth Corp.(A+/Watch
Neg/A-1). In addition, there are some smaller-size CLECs that
compete in ITC DeltaCom's markets, which could lead to additional
pricing pressures.


JIM LYN INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Jim Lyn, Inc.
             dba Jimmy's
             1226 Kings Highway
             Brooklyn, New York 11229

Bankruptcy Case No.: 04-13714

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     D.E.J.E., Inc.                             04-13716
     Jackarle Associates, Inc.                  04-13718
     Jimmy's East Hampton, Inc.                 04-13719

Type of Business: The Debtor owns and operates a high-end
                  designer clothing store known as "Jimmy's".

Chapter 11 Petition Date: March 16, 2004

Court: Eastern District of New York (Brooklyn)

Debtors' Counsel: Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: 914-381-7400

Total Assets: $260,000

Total Debts:  $1,840,602

Debtors' 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Gucci                                      $241,786

Agona                                      $130,000

Fendi                                       $91,087

Douglass Hannant                            $80,990

Les Jardins d'Avron                         $75,000

Brioni Roman                                $70,860

Luciano Barbara                             $62,000

McQueen                                     $52,281

Blufin                                      $29,975

Thieffy Mugler                              $28,225

Shasa                                       $23,500

Gio Guerrari                                $20,935

Artico                                      $19,000

Michelle Mossiac                            $17,528

Carolina Herrera                            $17,006

United Health Care                          $15,600

Valentino                                   $14,366

Nico Albanese                               $13,268

Aeffe USA                                   $12,434

Aida Barni                                  $11,549


JP MORGAN: S&P Assigns Prelim. Ratings to Series 2004-CIBC8 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s $1.3 billion commercial mortgage pass-through certificates
series 2004 CIBC8.

The preliminary ratings are based on information as of March 16,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying mortgage loans, and the
geographic and property type diversity of the loans. Classes A-1,
A-2, A-3, A-4, B, C, D, and E are currently being offered
publicly. Standard & Poor's analysis of the portfolio determined
that, on a weighted average basis, the pool has a debt service
coverage of 1.55x, a beginning loan-to-value (LTV) of 85.7%, and
an ending LTV of 69.9%.

                PRELIMINARY RATINGS ASSIGNED
       J.P. Morgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2004-CIBC8
   
        Class                    Rating           Amount ($)
        A-1                      AAA              80,000,000
        A-2                      AAA             188,000,000
        A-3                      AAA             110,000,000
        A-4                      AAA             347,298,000
        A-1A                     AAA             358,949,000
        B                        AA               31,703,000
        C                        AA-              14,267,000
        D                        A                28,532,000
        E                        A-               14,267,000
        F                        BBB+             15,851,000
        G                        BBB              12,682,000
        H                        BBB-             19,022,000
        J                        BB+               6,340,000
        K                        BB                6,341,000
        L                        BB-               6,340,000
        M                        B+                4,756,000
        N                        B                 4,755,000
        P                        B-                3,171,000
        NR                       N.R.             15,851,805
        X-1*                     AAA         1,268,125,805**
        X-2*                     AAA         1,229,421,000**

        *  Interest only.
        ** Notional amount.


JP MORGAN: Fitch Ups Ratings on 6 Classes of Series 2001-A Notes
----------------------------------------------------------------
Fitch Ratings upgrades JP Morgan Chase Commercial Securities
Corp., series 2001-A, as follows:

        --$6.8 million class B to 'AAA' from 'AA+';
        --$7.9 million class C to 'AAA' from 'A+';
        --$10.8 million class D to 'AA' from 'BBB';
        --$3.4 million class E to 'A' from 'BBB-';
        --$5.1 million class F to 'BBB-' from 'BB';
        --$7.8 million class G to 'B+' from 'B'.

Fitch also affirms the following classes:

        --$44.6 million class A-2 'AAA';
        --Interest only class X 'AAA'.

Fitch does not rate the $14.4 million class NR. Class A-1 has paid
in full.

The rating upgrades are due to the increased subordination levels
resulting from 13.2% paydown of the pool's certificate balance to
$98.8 million from $113.8 million at issuance.

Fitch has concerns with the concentrations within the deal. The
deal is collateralized by 61% retail properties, 8% healthcare,
and 8% hotel. In addition, the largest loan, Southgate USA
represents 24% of the overall transaction. The retail center is
located in Maple Heights, OH. As of June, 2003 the debt service
coverage ratio (DSCR) was 1.24 times (x) and the property was 75%
occupied. The July 2003 site inspection rated the property 'fair'.

Currently, there are two loans, representing 7.7% of the pool, in
special servicing, one (3.8%) real estate owned (REO) and one
(3.9%) in foreclosure. The REO loan is secured by the Comfort Inn
Lakewood, which is a 121 room hotel located in Lakewood, CO. The
loan transferred to the special servicer in September 2002 due to
payment delinquency and became REO in February 2003. The property
now operates as a Days Inn and the special servicer is marketing
the property for sale. The loan in foreclosure is secured by the
Hearthside Hotel, a 142-room extended-stay hotel located in
Dallas, TX. The loan transferred to the special servicer in June
2002 due to payment delinquency after becoming adversely affected
by highway construction. Losses are expected to be absorbed by the
NR class.

The majority of the collateral in this transaction are loans that
were originated for securitization over the past five years but
were removed from prospective conduit pools. While Fitch is also
concerned with the concentrations within the pool and the
anticipated losses, the deal has thus far performed better than
expected and upgrades are warranted.


KAISER: Selling Mead Parcels 1 & 7 for $4 Million to CVB Northwest
------------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates identified
several parcels of real property located near their alumina
smelter in Mead, Washington to be marketed and sold pursuant to
negotiated sale agreements and, in some cases, following an
auction.  These assets are no longer necessary to the successful
operation or reorganization of the Debtors' businesses.  The sales
of other parcels of real property located in Mead -- Parcels 4, 2,
3, 6B, and 2A -- have generated interest in the remaining unsold
parcels of real property.  As a result, the Debtors want to
proceed with the sale of Parcels 1 and 7 while market interest
remains relatively high and can be leveraged to obtain the highest
and best possible offers.

            The Marketing and Sale of Parcels 1 and 7

Parcel 1 is the site of the Debtors' primary aluminum reduction
smelter in Mead, Washington, which has been in curtailment since
January 2001.  Parcel 7 consists of 13 acres and is the non-
contiguous location of an outfall used for smelter operations.  
Over the past year, the Debtors engaged in a cooperative effort
with the United Steelworkers of America AFL-CIO and an outside
consultant to identify and implement a viable and mutually
beneficial plan for the future of the Mead Facility.

Parcels 1 and 7, together comprise 200 acres of improved real
property.  Several parties expressed interest in the Parcels,
including CVB Northwest, LLC, an affiliate of Columbia Ventures
Corporation.  After further discussions with CVB Northwest and
initial due diligence, CVB Northwest emerged as the party ready
to complete the transaction on terms most favorable to the
Debtors and its estate.  The Debtors subsequently entered into a
purchase and sale agreement with CVB Northwest.  The Debtors will
sell Parcels 1 and 7 as well as certain assets, contracts and
intellectual property used in conjunction with the Debtors'
Automated Systems Group business for $4,107,375.

Furthermore, CVB Northwest and Columbia Ventures will enter into
an Indemnification and Release Agreement with the Debtors in
connection with the CVB Northwest Sale Agreement.  The
Indemnification Agreement provides that CVB Northwest will
indemnify the Debtors for virtually all liabilities arising from
and related to environmental contamination of the Parcels and the
ASG Business.

Consequently, the Debtors seek Court's authority to consummate
the Sale with CVB Northwest, subject to higher and better offers.

The Sale excludes a pile of spent pot-lining, solid waste rubble
and butt tailings that the Debtors consolidated and covered in
response to a Washington State Department of Ecology Order.

                 The CVB Northwest Sale Agreement

The material terms of the CVB Northwest Sale Agreement are:

   (a) The Properties, together with all buildings, structures
       and improvements on the Parcels -- except for the SPL Site
       -- all of the Debtors' rights, title and interests in and
       to easements, appurtenances, rights and privileges with
       respect to the Parcels and certain intellectual property
       to be licensed to CVB Northwest royalty-free will be sold
       to CVB Northwest for $4,017,375.  The allocation of the
       purchase price will be:

          (i) $2,000,000 for the ASG Business;

         (ii) $1,385,200 for Parcel 1;

        (iii) $400,000 for the Intellectual Property License; and

         (iv) $232,175 for Parcel 7;

   (b) The Properties are being sold on an "as is, where is"
       basis "with all faults" and "without any warranties,
       representations or guarantees, either express or implied,
       as to [their] condition, fitness for any particular
       purpose, merchantability, or any other representation or
       warranty of any kind, nature, or type whatsoever from or
       on behalf of the Debtors";

   (c) CVB Northwest will deposit $250,000 in earnest money with
       Spokane County Title Company, as Auction Escrow Agent.
       The earnest money deposit will be credited to the purchase
       price upon the closing of the sale;

   (d) CVB Northwest will deposit the cash balance of the
       purchase price -- after taking into account the earnest
       money deposit -- with Spokane Title Company 10 business
       days after the Court approves the sale;

   (e) At the Closing, the Debtors, CVB Northwest and Columbia
       Ventures will enter into the Indemnification Agreement;

   (f) The Debtors will grant CVB Northwest a drainage easement
       over certain real property commonly known as Parcel 6,
       still located in Mead, Washington.  In turn, CVB Northwest
       will grant the Debtors an easement over Parcel 1 for
       access, drainage and other uses pertaining to the SPL
       Site;

   (g) CVB Northwest will have until March 15, 2004 to use its
       commercially reasonable best efforts to negotiate and
       agree to a new collective bargaining agreement with the
       USWA with respect to employees of the Debtors represented
       by the USWA and employed at the Mead Facility.  If CVB
       Northwest has not reached agreement with the USWA by
       March 15, 2004, CVB Northwest may terminate the Sale
       Agreement; and

   (h) If CVB Northwest is not the successful bidder for the
       Properties, CVB Northwest will be entitled to receive a
       $250,000 break-up fee, payable upon the Closing of the
       Sale to another purchaser.

                  The Indemnification Agreement

The material terms of the Indemnification Agreement are:

   (a) CVB Northwest will indemnify the Debtors and their
       affiliates from and against any and all claims,
       liabilities and damages that arise directly or indirectly
       out of any actual, alleged or suspected environmental
       contamination of the Properties;

   (b) Certain classes of claims are excluded from the indemnity:

          (i) Offsite contamination that did not result from a
              release or migration of hazardous materials on the
              Properties;

         (ii) Worker health claims resulting from pre-Closing
              injury or exposure;

        (iii) Third-party personal injury claims resulting from
              pre-Closing injury or exposure; and

         (iv) All liabilities of the Debtors related to
              environmental contamination that are discharged
              under Section 1141(d) of the Bankruptcy Code.

       The exclusions from the indemnity, however, do not
       include:

          (i) claims arising from activities or exposure on the
              Properties after the Closing; and

         (ii) claims arising from the disturbance of pre-existing
              hazardous materials on the Properties by CVB
              Northwest or its successors or assigns;

   (c) Columbia Ventures unconditionally guarantees and promises
       payment of all indebtedness that CVB Northwest may owe in
       respect of its obligations under the Indemnification
       Agreement.  The Guarantee, however, will be limited to a
       $6,000,000 maximum cost, with certain reductions as time
       passes, and will terminate no later than 10 years after
       the execution of the Indemnification Agreement;

   (d) The Debtors transfer to CVB Northwest their rights, title
       and interests in certain permits, licenses, contracts and
       approvals.  CVB Northwest will perform all the obligations
       transferred from the Debtors; and

   (e) CVB Northwest and Columbia Ventures will release and
       discharge the Debtors and their affiliates, directors,
       agents and employees from any and all present, past,
       future and contingent costs of any kind, except for the
       Excluded Claims, relating to actual, alleged or suspected
       environmental contamination and any associated costs.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation
operates in all principal aspects of the aluminum industry,
including mining bauxite; refining bauxite into alumina;
production of primary aluminum from alumina; and manufacturing
fabricated and semi-fabricated aluminum products.  The Company
filed for chapter 11 protection on February 12, 2002 (Bankr. Del.
Case No. 02-10429).  Corinne Ball, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
September 30, 2001, the Company listed $3,364,300,000 in assets
and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No.
40; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


LEAP WIRELES: Launches Cricket Unlimited(TM) Service
----------------------------------------------------
Continuing to build on the success of its proven business model,
Leap Wireless International, Inc., a leading provider of
innovative and value-driven wireless communications services,
unveiled Cricket Unlimited(TM) in all of its 39 Cricket markets
across the country. The new service, which will be delivered over
wireless networks that independent third party analysis confirm
are among the best in the nation, gives customers unlimited
anytime local calling, unlimited U.S. long distance (except
Alaska), unlimited text messaging services, and several other
voice features for one, low fixed monthly rate. With Cricket
Unlimited(TM), Leap's operating subsidiary Cricket Communications,
Inc. becomes the first wireless carrier in each of its markets to
offer a complete package of unlimited anytime local, long distance
and text messaging services without requiring the customer to
agree to a long-term service commitment with a costly early
termination charge.

"With Cricket Unlimited, we have once again introduced an industry
leading wireless product that continues our five-year tradition of
bringing unique, high-quality and value-driven services to
consumers across the country," said Harvey P. White, chairman and
CEO of Leap. "There is no doubt that many consumers are frustrated
by the continued unpredictability of their wireless service.
Between keeping track of minutes and trying to understand peak and
off-peak hours, it's no wonder that many people are shocked when
they get wireless bills that are much higher then they expected.
With Cricket Unlimited, we have once again stepped up to fill a
void in the marketplace and alleviate consumers' doubts by
offering them truly unlimited anytime local and long distance
wireless and text messaging services at an affordable fixed rate."

By combining the attractive calling capabilities of landline
service with the added benefit of mobility and low prices, Cricket
Unlimited(TM) offer consumers a product that provides more value
than the services provided by Cricket's landline and wireless
counterparts. Cricket Unlimited(TM) does not require a long-term
service commitment and includes: unlimited anytime local minutes,
unlimited anytime U.S. long distance (except Alaska), unlimited
text messaging, voice mail, caller ID, call waiting, and up to
three directory assistance calls per month, all for only $49.99
per month plus taxes and fees when customers sign up for Automatic
Bill Payment (ABP). Customers who do not sign up for ABP can take
advantage of this competitive offer for just $54.99 per month plus
taxes and fees.

Complementing its introduction of Cricket Unlimited(TM), Cricket
also launched its Multi-Value Plan, designed for families and
small businesses looking to streamline their wireless services
while reducing monthly costs. The Cricket Multi-Value Plan(TM)
lets customers with a qualified service plan add up to three
additional lines to their account and receive a discount of $10
per month for each line, while consolidating billing for all of
those lines onto a single statement. This single billing feature
makes it easier for households and small business to manage their
wireless account.

"For many people, wireless services means complex, unpredictable
and expensive calling plans tied to confusing long-term contracts
that cost a small fortune to exit," said Glenn Umetsu, Leap's
executive vice president and COO. "Cricket Unlimited and the
Cricket Multi-Value Plan are just two more examples of Cricket's
continued focus on delivering simple, comfortable wireless -- an
approach that remains revolutionary in the marketplace. We believe
that the introduction of such high value, no-strings-attached
offers further strengthens our position as the choice for smart
consumers in Cricket markets across the U.S."

With value, predictability and simplicity as the cornerstone of
its business, Cricket offers customers in each of its 39 markets
in 20 states the following wireless services, all without the
hassle of being tied to a long term commitment:

  *  Cricket(R) -- At only $29.99 per month plus taxes and fees,
     customers can make and receive unlimited anytime wireless
     calls from within their calling area.

  *  Cricket +1(TM) -- For $35.99 per month plus taxes and fees,
     Cricket +1 provides customers unlimited anytime calls within
     their calling area, voice mail, caller ID, call waiting, and
     three-way calling.
    
  *  Cricket +2(TM) -- Customers choosing Cricket +2(TM) have the
     benefit of unlimited anytime local minutes, 600 domestic long
     distance or 200 international long distance minutes,
     unlimited text messaging, voice mail, caller ID, call
     waiting, up to three directory assistance calls per month,      
     and three-way calling all for only $44.99 per month plus
     taxes and fees with ABP ($49.99 plus taxes and fees without
     ABP).
    
  *  Cricket Unlimited(TM) -- In addition to unlimited local
     calling and text messaging, customers selecting Cricket
     Unlimited(TM) also enjoy the added value of unlimited U.S.
     Long Distance (except Alaska) for just $49.99 per month with
     ABP ($54.99 plus taxes and fees without ABP).  Caller ID,
     Call Waiting and Voicemail are also included.

  *  Cricket Multi-Value Plan(TM) -- Designed with families and
     small businesses in mind, customers of either Cricket +2(TM)
     or Cricket Unlimited(TM) can also take advantage of $10 off
     per month on up to 3 additional lines of service.  The
     Cricket Multi-Value Plan(TM) consolidates the usage of these
     lines onto one master bill for easy management of wireless
     phone bills.

                    About Cricket Service

Cricket(R) service is an affordable wireless alternative to
traditional landline service and appeals to everybody who wants
the most affordable, predictable and best wireless value. With a
commitment to value, predictability and simplicity as the
foundation of its business, Cricket designs and markets wireless
products to meet the needs of everyday people. Cricket(R) service
is available in 39 markets in 20 states across the country
stretching from New York to California. For more information,
visit http://www.mycricket.com/

                         About Leap

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the mass
market. Leap pioneered the Cricket Comfortable Wireless(R) service
that lets customers make all of their local calls from within
their local calling area and receive calls from anywhere for one
low, flat rate. Visit http://www.leapwireless.com/for more  
information.

Leap Wireless, as previously reported, is currently in default of
all of its long-term financing agreements.


LES BOUTIQUES: Court Extends CCAA Protection to April 23, 2004
--------------------------------------------------------------
Les Boutiques San Francisco Incorporees announces that the
Superior Court of Quebec has granted an extension of 38 days
pursuant to the order issued last December 17, 2004, under the
Companies' Creditors Arrangement Act. The extension is granted
until April 23, 2004.

Since the Court's approval of the restructuring plan on January
15, 2004, the Corporation has sold the San Francisco boutiques as
well as the lingerie stores Victoire Delage/Moments intimes. "The
restructuring plan is being implemented as anticipated, within
the schedule submitted to the Court in mid-January," said Gaetan
Frigon, Chief Restructuring Officer of the Corporation. "In many
aspects, we are even well ahead of the schedule submitted to the
Court."

Over the next 38 days, the Corporation hopes to finalize the sale
of its head office, which is located on Lauzon street in
Boucherville, and intends to secure a firm commitment from
investors interested in an equity participation. The Corporation
also intends to file a plan of arrangement for creditors.

Negotiations continue with the owner of the building in which Les
Ailes de la Mode operates in downtown Montreal, in order to agree
on a new layout for the store and new rental arrangements. If
possible, the Corporation hopes to keep the store open during
construction work.

The restructuring plan approved by the Court indicates that the
Corporation will concentrate its ongoing activities on the Les
Ailes de la Mode banner and on its swimsuit division, including
Bikini Village.


LORAL SPACE: Files 2003 Annual Report on Form 10-K with SEC
-----------------------------------------------------------
Loral Space & Communications (OTC Bulletin Board: LRLSQ) filed its
annual report on Form 10-K with the Securities and Exchange
Commission Monday, March 15, 2004, in which it reported financial
results for the fourth quarter and year ended December 31, 2003.

The 10-K is available in PDF format on the company's web site at
http://www.loral.com/or through the SEC's EDGAR service at  
http://www.sec.gov/

Loral Space & Communications, a satellite communications company,
filed for chapter 11 protection (Bankr. S.D. New York Case No. 03-
41710) along with its affiliates on July 15, 2003. Stephen
Karotkin, Esq. and Lori R. Fife, Esq. of Weil, Gotshal & Manges
LLP represent the Debtors in their restructuring efforts. When the
company filed for bankruptcy, it listed total assets of
$2,654,000,000 against total debts of $3,061,000,000.


MILACRON: S&P Revises Watch to Developing over Bond Refinancing
---------------------------------------------------------------  
Standard & Poor's Ratings Services said that its 'CCC' corporate
credit and its other ratings on Milacron Inc. remain on
CreditWatch, where they were placed Feb. 12, 2004, but that the
implications were revised to developing from negative.

The revision stems from the company's announcement late on Friday,
March 12, 2004, that it had obtained refinancing to repay bonds
and bank debt that were due on March 15. Following completion of
the various announced transactions, Milacron's cash balance is
expected to be approximately $60 million. Total debt was about
$323 million at Dec. 31, 2003, for Cincinnati, Ohio-based
Milacron, a leader in the plastics machinery sector.

While the company successfully refinanced the March 15, 2004,
maturities, it still faces a ?115 million 7.625% debt maturity in
April 2005, an approximately one-year maturity of a new $140
million bank deal, and the new $100 million convertible debt
securities containing various near-term conditions, some of which
require shareholder approval by July 29, 2004. If various
conditions are met the convertible debt securities will be
converted into preferred stock, which in turn will convert to
common equity within seven years.

"In resolving the Creditwatch, we will focus on the outlook for
the company's core business, the implications of the new
convertible securities and prospects for refinancing the new bank
facility and the April 2005 euro maturity," said Standard & Poor's
credit analyst Robert Schulz.

"Ratings would likely be raised, possibly into the 'B' category,
if shareholder approval for issuance of additional shares is given
and other conditions of the $100 million convertible debt
securities are met," Mr. Schulz said. "Ratings would be lowered if
such approval is not granted, given that the $100 million
securities and the new $140 million credit facility would then be
in default."


MILLENNIUM CHEMICALS: Ups Prices for Glacial Acetic Acid in April
-----------------------------------------------------------------
Millennium Chemicals (NYSE:MCH) announced the following price
increases for glacial acetic acid (GAA)

Effective April 1, 2004, or as contracts allow:

Central & South America:            GAA -- US $50/metric ton

Asia, Africa & the Middle East:     GAA -- US $50/metric ton

Europe:                             GAA -- Euro 40/metric ton

US & Canada:                        GAA -- US $0.02/lb

Millennium Chemicals (website: www.millenniumchem.com) is a major
international chemicals company, with leading market positions in
a broad range of commodity, industrial, performance and specialty
chemicals.

Millennium Chemicals is:

-- The second-largest producer of TiO2 in the world, the largest
    merchant seller of titanium tetrachloride and a major producer
    of zirconia, silica gel and cadmium/based pigments;

-- The second-largest producer of acetic acid and vinyl acetate
    monomer in North America;

-- A leading producer of terpene-based fragrance and flavor
    chemicals; and,

-- Through its 29.5% interest in Equistar Chemicals, LP, a
    partner in the second-largest producer of ethylene and third-
    largest producer of polyethylene in North America, and a
    leading producer of performance polymers, oxygenated
    chemicals, aromatics and specialty petrochemicals.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to Millennium Chemicals Inc.'s $125
million convertible debentures due 2023, based on preliminary
terms and conditions.

At the same time, Standard & Poor's affirmed its 'BB-/Stable/--'
corporate credit rating on Millennium Chemicals Inc. and raised
the ratings on the existing $150 million revolving credit facility
to 'BB' from 'BB-', to recognize the benefits of a pending
amendment (subject to the successful sale of at least $110 million
of long-term notes) that will improve lenders prospects for full
recovery in the event of a default. Hunt Valley, Maryland-based
Millennium, with about $1.6 billion of annual sales and
approximately $1.3 billion of outstanding debt (excluding
adjustments to capitalize operating leases), is primarily engaged
in the production of commodity chemicals. The outlook is stable.


MIRANT CORP: Obtains Okay to Expand McKinsey's Advisory Role
------------------------------------------------------------
Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, reports that on February 20, 2004, McKinsey completed
Wave I of Phase II.  On February 22, 2004, McKinsey and the
Mirant Corp. Debtors presented the Committees with a preliminary
report of the results of Wave I of Phase II.  On February 24,
2004, McKinsey and the Debtors presented those materials via
conference call to certain representatives of the Committees and
their counsel.  The Debtors are informed that all three Committees
and the Office of the U.S. Trustee support the Debtors' request to
extend McKinsey's engagement through the completion of Wave II of
Phase II.

During the Wave I of Phase II, McKinsey generated over 2,000
improvement ideas at the Wave I Plants.  The Debtors will likely
implement over 500 ideas at these plants, resulting in an annual
full run-rate EBIT improvements of between $35,000,000 and
$50,000,000, excluding capital reduction.  Ms. Campbell notes
that that savings nearly doubles the original estimate of
$20,000,000 to $30,000,000.  

In addition, McKinsey and the Debtors conducted capital reviews
across the portfolio designed to re-scope, eliminate or delay
projects that are not economically viable.  This capital review
process will result in an approximate $416,00,000 reduction of
the capital budget from 2004 to 2008.  Of this amount,
$160,000,000 represented project eliminations.

Ms. Campbell informs Judge Lynn that McKinsey has completed its
deep dives at Chalk Point, Canal and Lovell.  The Wave I deep
dives involved a high degree of plant participation and
involvement.  Over 10 persons at each plant were either fully or
partially dedicated to this effort, which includes the plant
managers and their supervisors.  In addition, over 85% of plant
personnel participated in the process.  The deep dives were
highly structured and involved four steps:

   (1) Capability assessments were performed to establish a
       baseline for plant performance and focus idea generation
       sessions;

   (2) Idea generation involved over 75 brainstorming sessions
       across the Wave I Plants.  These sessions leveraged best
       practices from inside and outside of the industry based
       on McKinsey experiences as well as Mirant experts from
       across the portfolio to share internal best practices;

   (3) Analyze the functional and financial feasibility of the
       thousands of ideas that were generated during the
       brainstorming sessions; and

   (4) Development of a fully automated and detailed
       implementation plans for each idea that includes defined
       milestones and tracking devises to ensure that the plants
       could ultimately capture each opportunity.  

Ms. Campbell explains that the ideas that are being implemented
are "owned" and being implemented by plant personnel, not the
experts or McKinsey representatives.  The Debtors already
obtained an explicit commitment from key individuals at the plant
level to implement and execute the ideas.  The Debtors intend to
begin implementation of most of the ideas as soon as possible,
subject to certain timing and resource constraints, and expect to
have implemented about 70% of the ideas before the end of 2004.

Specifically, the Debtors will:

   (i) modify operating procedures to increase rated capacity at
       the Chalk Point plant and reduce minimum loads at the
       Canal plant;

  (ii) install new equipment to reduce heat rate within the
       Chalk Point plant;

(iii) transport fuel to Chalk Point plant via pipeline, as
       opposed to by vehicle;

  (iv) install new equipment at the Canal plant that will
       improve blending capabilities and avoid double handling
       fees;

   (v) reduce cold start times by 3 hours on units 3 and 4 at
       Chalk Point through cross-tie rotor warming; and

  (vi) invest in preventive maintenance measures at each of the
       Wave I Plants designed to enable and improve performance.

According to Ms. Campbell, Wave II of Phase II is expected to
last three months -- from March to May 2004.  McKinsey's
requested flat fee for Wave II, inclusive of expenses, is
$2,925,000.  Fees incurred to date for Phase I and Wave I of
Phase II total $3,425,000, inclusive of expenses.

By this supplemental motion, the Debtors ask the Court to:

   (a) extend McKinsey's engagement from March 1, 2004 through
       May 31, 2004;

   (b) authorize the Debtors to direct McKinsey to complete the
       rollout; and

   (c) approve the fee request of McKinsey for Wave II and
       related services, subject to the same terms set forth in
       the Employment Order.

             Equity Committee Supports the Engagement

With the positive result of the Wave I of Phase II that McKinsey
undertook, the Official Committee of Equity Holders supports the
Debtors' request to allow McKinsey to continue with the Wave II
of Phase II project.

                         *     *     *

The Court promptly grants the Debtors' request.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL BENEVOLENT: Signs-Up J.P. Morgan as Claims Agent
---------------------------------------------------------
The National Benevolent Association of the Christian Church and
its debtor-affiliates sought and obtained approval from the
Western District of Texas, San Antonio Division, to employ JP
Morgan Trust Company, National Association, as their Official
Claims and Noticing Agent.

JP Morgan will:

   a) serve notices of the commencement of the cases and the
      setting of the first meeting of creditors pursuant to
      Section 341(a) of the Bankruptcy Code to all potential
      creditors and parties in interest;

   b) notify creditors and potential creditors of the bar date
      to be established in the cases pursuant to Bankruptcy Rule
      3003(c)(3), mail proof of claim forms to all potential
      claimants and provide certificates of mailing thereof;

   c) to the extent requested by the Debtors, assist the Debtors
      in serving pleadings and orders fated and/or entered in
      these cases, and any other matter requiring notice
      pursuant to the Federal Rules of Bankruptcy Procedure and
      the local riles of this Court;

   d) provide notice to any parties listed on the Debtors'
      schedules of assets and liabilities whose claim is
      amended;

   e) maintain the official claims register (the "Claims
      Register") and provide the Clerk of the Court with copies
      thereof, as required by the Court;

   f) electronically transfer the creditor database into JP       
      Morgan's claims management system;

   g) coordinate the receipt of filed claims with the Court and
      provide secure storage for all original proofs of claim;

   h) update the Claims Register to reflect Court orders
      affecting claims resolutions and transfers of ownership
      and provide notices required by Bankruptcy Rule 3001(e);

   i) work directly with the Debtors to facilitate the claims
      reconciliation process, including:

        (i) matching scheduled liabilities to filed claims,
       (ii) identifying duplicate and amended claims,
      (iii) categorizing claims within "plan classes" and
       (iv) coding claims and preparing exhibits for omnibus
            claim objections;

   j) provide exhibits and materials in support of motions to
      allow, reduce, amend, and expunge claims;

   k) to the extent specifically requested by the Debtors,
      assist with the Debtors' solicitation of votes and
      distribution of solicitation materials, as and when
      required, in furtherance of the confirmation of the
      Debtors' chapter 11 plan(s) of reorganization; and

   l) provide such other administrative services that may be
      requested by the Debtors.

Victoria Pavlick, Vice President of Bankruptcy and Settlement
Services at JP Morgan, reports that her firm will bill the Debtors
at its current hourly rates of:

      Position                               Billing Rate
      --------                               ------------         
      Vice President/Principal               $195 per hour
      Senior Project Manager/Director        $150 per hour
      Senior Consultant/Senior Programmers/
        Quality Assurance                    $15 per hour
      Bankruptcy Paralegal/Project Manager   $115 per hour
      Consultants/Programmers                $100 per hour
      Supervisors                            $80 per hour
      Call center Management                 $75 per hour
      Administrative/Clerical                $50 per hour
      Call Center Attendants                 $45 per hour

Headquartered in Saint Louis, Missouri, The National Benevolent
Association of the Christian Church (Disciples of Christ) --
http://www.nbacares.org/-- manages more than 70 facilities  
financed by the Department of Housing and Urban Development (HUD)
and owns and operates 18 other facilities, including 11 multi-
level older adult communities, four children's facilities and
three special-care facilities for people with disabilities.  The
Company filed for chapter 11 protection on February 16, 2004
(Bankr. W.D. Tex. Case No. 04-50948).  Alfredo R. Perez, Esq., at
Weil, Gotshal & Manges, LLP represents the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed more than $100 million in both
estimated debts and assets.


NATIONAL CENTURY: Court Clears Private Investment Settlement Pact
-----------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, the National
Century Debtors sought and obtained the Court's authority to enter
into a settlement agreement with Private Investment Bank Limited.

Charles M. Oellermann, Esq., at Jones Day Reavis & Pogue, in
Columbus, Ohio, relates that prior to the Petition Date, the
Debtors provided financing to Med Diversified, Inc., Tender
Loving Care Health Care Services, Inc. and its affiliates.  Med
Diversified owns 99% of TLC.  PIBL became involved with the Med
Diversified Entities in mid-2001 when it provided financing to
Med through a $40,000,000 loan transaction with a Swiss
investment bank.  PIBL agreed to restructure the loan and to
advance Med an additional $30,000,000 in December 2001.

Med agreed to pledge certain of its accounts receivable to secure
the PIBL-Med Loan.  The Debtors dispute PIBL's assertion that, in
connection with the PIBL-Med Loan, the Debtors agreed to release
or transfer their security interests in Med's accounts
receivable.  Subsequently, on August 15, 2002, Med and PIBL
entered into a settlement agreement dated as of June 28, 2002,
pursuant to which:

   (a) TegCo Investments, LLC, an entity owned by Frank P.
       Magliochetti, part owner and executive of Med, purchased
       $12,500,000 of the PIBL-Med Loan;

   (b) TegCo agreed to subordinate its portion of the claim to
       PIBL;

   (c) Med paid PIBL $2,800,000 in accrued interest and fees; and

   (d) PIBL extended the maturity date of the PIBL-Med Loan.  

Mr. Oellermann further relates that in November 2002, the TLC
entities and the Med entities filed Chapter 11 voluntary
petitions in New York.  The New York Bankruptcy Court authorized
Sun Capital Healthcare, Inc. to provide postpetition financing to
the Med entities.  Sun Capital collected accounts receivable and
established an escrow account for proceeds of the Pre-October 18,
2002 Receivables.  The Sun Capital Escrow Amount currently holds
$3,600,000.

Subsequently, several claims were filed among the parties:

   * NCFE-Med Claims  -- the Debtors' claims against Med for
                         $90,000,000

   * NCFE-TLC Claims  -- the Debtors' claims against the TLC
                         entities in excess of $100,000,000

   * Med-NCFE Claims  -- the Med Diversified Entities' claims
                         against the Debtors in excess of
                         $28,000,000 based on alleged breaches of
                         contract and other alleged improper
                         conduct by the Debtors

   * PIBL-NCFE Claims -- PIBL's claims against the Debtors in
                         excess of $150,000,000 based on alleged
                         breaches of contract and other alleged
                         improper conduct by the Debtors

   * PIBL-Med Claims  -- PIBL's claims against the Med estates
                         alleging amounts due under the loan as
                         well as claims for fraud, totaling
                         $50,000,000

   * PIBL-TLC Claims  -- PIBL's claims against TLC for
                         $150,000,000

After months of complex, arms-length negotiations, the parties
entered into a settlement agreement with respect to the Debtors'
claims:

A. NCFE Assignments

   The Debtors will assign to PIBL:

      * all of the NCFE-Med Claims;

      * up to $1,000,000 of administrative claims relating to
        funds released to Med by the Debtors pursuant to cash
        collateral orders in the Med Chapter 11 cases; and

      * all of the Debtors' interests in TegCo and TEGRx, Inc.

B. PIBL Assignments

   PIBL will assign to the Debtors the PIBL-TLC Claims and PIBL's
   security interests in TLC, including all claims and liens
   against TLC's accounts receivable and the stock of TLC owned
   by Med and pledged to PIBL.

C. Sun Capital Escrow Account

   PIBL will receive $400,000 from the Sun Capital Escrow
   Account.  The Debtors will receive all remaining funds from
   the Sun Capital Escrow Account free and clear of any liens
   interests of Med, TLC or their creditors, secured or
   unsecured, including PIBL.

D. Mutual Releases and Global Settlement

   The Parties and PIBL will exchange mutual releases, which will
   include a withdrawal of the PIBL-NCFE Claims, the PIBL
   objection to confirmation of the NCFE Plan and a standstill
   agreement for all other matters pending implementation of the
   Settlement Agreement.  

E. Termination of the Settlement Agreement

   The terms of the settlement between the Debtors and PIBL
   became effective upon the execution of the Term Sheet, and
   will remain in effect through August 31, 2004 unless further
   extended by written consent of PIBL and the Debtors, or their
   successors or assignees.  Prior to the Termination Date, all
   of the conditions must be satisfied or waived, which may
   require confirmation of Chapter 11 plans in the cases of the
   Debtors, Med and TLC.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader  
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL WASTE: Section 341(a) Meeting Slated for April 9
---------------------------------------------------------
The United States Trustee will convene a meeting of National Waste
Services of Virginia, Inc.'s creditors at 10:00 a.m., on April 9,
2004 in Room 2112 at 2nd Floor, J. Caleb Boggs federal Building,
844 King Street, Wilmington, Delaware 19801. This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Little Creek, Delaware, National Waste Services
of Virginia, Inc. -- http://www.natwaste.com/-- collects,  
processes and disposes solid non-hazardous waste and recycling
materials.  The Company filed for chapter 11 protection on
March 4, 2004 (Bankr. Del. Case No. 04-10709). Michael Gregory
Wilson, Esq., at Hunton & Williams represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated debts and assets of over $10
million each.


NATIONSRENT INC: Creditor Trustee Wants Various Claims Disallowed
-----------------------------------------------------------------
Perry Mandarino, as the Creditor Trust Trustee, asks the Court to
disallow certain proofs of claim filed in the NationsRent Inc.
Debtors' Chapter 11 cases, on the bases that:

   (1) the claims are duplicative;
   (2) the claims do not provide sufficient documentation; and
   (3) there is no liability.

A. Duplicate Claims

   The Creditor Trustee identified 58 Duplicate Claims.  Among
   the Duplicate Claims are:

                           Remaining     Duplicate
   Claimant                  Claim         Claims         Amount
   --------                ---------     ---------        ------
   Allied Property &
   Casualty Ins. Co.         2741        2740-2743        $8,783

   Cole, Jodi                2670        2309-2315,       15,000
                                         2671-2673

   Fretz, Emil A.            2392        2390-2391     1,000,000

   Hunzicker, Kaylin Sue     1431             1430     3,500,000

   Jones, Mary A.            2674        2313-2316,      328,500
                                         2675-2677

   Kubasek, Erin             2678        2360-2363,      112,200
                                         2679-2681

   Mendez, Castor            1929   1919-1928,1930     5,000,000

   Morgan, Ronald            1498             1496       250,000

   Mountainside Dev., Inc.   2551             2550        28,000

   Queiruga, Jose            1942        1931-1941     5,000,000

   The Duplicate Claimants filed multiple claims against the same
   Debtor and identical claims against more than one of the
   Debtors, seemingly on the basis that the individual Debtor
   entities are jointly and severally liable with the underlying
   claims.

   Ashley B. Stitzer, Esq., at The Bayard Firm, in Wilmington,
   Delaware, points out that the Duplicate Claimants are only
   entitled to a single recovery and claim with respect to the
   liabilities asserted in the Duplicate Claims.  Therefore, the
   Duplicate Claims overstate the Debtors' actual obligations to
   the Duplicate Claimants.

   Accordingly, the Creditor Trustee asks the Court to disallow
   and expunge the Duplicate Claims.

B. Deficient Documentation Claims

   The Creditor Trustee also identified eight claims that did not
   attach material supporting documents:

   Claimant                           Claim No.     Claim Amount
   --------                           ---------     ------------
   Andrews, James, et al.                  2456     unliquidated
   Hamer, Wyone                      2413, 3116     unliquidated
   LaMoure, Ben                             835           $1,170
   Montgomery Ward, LLC, et al.            3431           32,799
   Mountainside Development, Inc.    2550, 2551           28,000
   Sewell(deceased)                        2530           10,000

   Due to insufficient documentation, the Creditor Trustee is
   unable to ascertain whether there are valid liabilities
   associated with the claims.  Ms. Stitzer points out that a
   claimant must allege facts sufficient to support a claim.  
   However, the Deficient Documentation Claimants failed to carry
   their initial burden of establishing a prima facie case with
   respect to the Deficient Documentation Claims.  

   Hence, the Creditor Trustee asks the Court to disallow each of
   the Deficient Documentation Claims in their entirety.

C. Contingent Liability Claims

   The Creditor Trustee discovered 131 Contingent Liability
   Claims that do not represent a valid obligation of the
   Debtors.  Among them are:

   Claimant                            Claim No.    Claim Amount
   --------                            ---------    ------------
   Cardoso, Manuel                        3193        $2,000,000
   Gibavitch, James                        122         2,000,000
   Gibavitch, James & Orfley, Betty       2372         3,000,000
   Hunzicker, Kaylin Sue             1430-1431         3,500,000
   Johnson, Nick                          2163         2,000,000
   Mendez, Castor                    1919-1930         5,000,000
   Rogers, John                           1137         2,000,000
   Salmons, Sr., James                     817        40,000,000
   Sewell(deceased)                       2530        10,000,000
   
   Ms. Stitzer tells the Court that the Creditor Trustee   
   determined that the Contingent Liability Claims are alleged
   contingent and unliquidated prepetition obligations of the
   Debtors.  At this stage, no right to payment has arisen.  
   Accordingly, the Creditor Trustee asks the Court to disallow
   and expunge the Contingent Liability Claims in their entirety.

   Alternatively, the Creditor Trustee asks the Court to frame
   estimation procedures pursuant Section 502(c) of the
   Bankruptcy Code or otherwise provide a liquidation procedure
   in order to determine the estate's liability, if any,
   regarding the Contingent Liability Claims.  To the extent that
   a Contingent Liability Claimant will agree to proceed against
   applicable insurance coverage and limit its recovery to the
   same, the Creditor Trustee has no objection. (NationsRent
   Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service,
   Inc., 215/945-7000)


NAVISITE INC: Second Quarter 2004 Net Loss Narrows to $3.4 Million
------------------------------------------------------------------
NaviSite, Inc. (NASDAQ SC: NAVI), a provider of outsourced hosting
and managed application services, reported financial results for
its second quarter of fiscal year 2004, which ended January 31,
2004.

For the second quarter of fiscal year 2004, total revenue
increased 19% to $22.3 million from $18.8 million in the second
quarter of fiscal year 2003. Gross profit grew for the second
quarter of fiscal year 2004 to $5.6 million (or 25% of revenue),
compared to a gross profit of $1.8 million (or 9.3% of revenue) in
the second quarter of fiscal year 2003.

Net loss for the second quarter in fiscal year 2004 totaled $3.4
million, or a loss of $0.14 per share, versus a net loss of $20.2
million, or a net loss of $2.07 per share, in the second quarter
of fiscal year 2003.

The Company reported its second consecutive quarter of positive
EBITDA (Earnings Before Interest, Taxes, Depreciation,
Amortization and non-cash compensation), with a gain of
approximately $1.5 million for the second quarter of fiscal year
2004, excluding impairment charges of $946,000. This compares to a
positive EBITDA of $1.8 million for the first quarter of fiscal
year 2004, excluding $1.1 million of impairment charges and an
EBITDA loss of $869,000 in the second quarter of fiscal year 2003.
Including impairment charges, EBITDA was $583,000 for the second
quarter of fiscal year 2004 as compared to $676,000 for the prior
quarter of fiscal year 2004. Cash flow from operating activities
for second quarter fiscal year 2004 was $3.0 million, compared to
cash used for operating activities of $549,000 in the second
quarter in fiscal year 2003.

Gross profit as a percentage of revenue continued to increase in
fiscal year 2004 to 25% in the second quarter, up from 21% in the
prior quarter. This occurred despite a 5% decrease in total
revenue to $22.3 million in the quarter from $23.5 million for the
first quarter of fiscal year 2004. Comparative second quarter
fiscal year 2003 operating results have been restated to reflect,
on an "as if pooling" basis, our related party acquisitions of
certain subsidiaries of ClearBlue Technologies, Inc., as explained
in our quarterly report on Form 10-Q for our second quarter of
fiscal year 2004, to be filed later today with the SEC.

"NaviSite continues to deliver on the goal of improving our
financial performance, despite a lower billing rate from our
largest customer. We've substantially completed our planned
integrations and continued to reduce costs in our operational
platform," said Arthur Becker, chief executive officer of
NaviSite.

Becker continued, "These results represent another positive step
toward reaching our goal of profitability and mark the second
straight quarter we have shown positive EBITDA(1) and the first
quarter we have shown a positive cash flow from operating
activities. We will continue to look to increase revenue by both
growing our customer base and improving on our ability to sell new
products into our approximately 900 customers."

               Key Highlights and Subsequent Events

  -- In November, NaviSite named industry veteran Stephen Scott as
     managing director of the Company's newly reorganized UK
     operations. Mr. Scott brings significant experience in the
     managed services industry to NaviSite, having held the
     position of Managing Director at PSInet Europe, and European
     Vice President with service providers Global Switch and
     Keybridge.

  -- On November 25, 2003, we announced that the New York State
     Department of Labor added $52 million to its existing
     contract with us to provide application hosting and
     application development services in support of the America's
     Job Bank Web site and related programs. This amendment to the
     existing five-year, $83 million hosting and services contract
     also decreased the hourly rates for various services that we
     provide under the contract by an average of approximately
     21%. The New York State Department of Labor has the ability
     to purchase additional services to meet the projected
     contract needs until the expiration of the contract in 2005.

  -- We added 31 new customers to offset the 23 non-renewals
     during the quarter.

"We continue to work through the final stages of integration for
our acquisitions in our drive to sustain profitability and
positive cash flow. Notably, in the most recent quarter, we
experienced one-time move and severance-related charges for our UK
facility of approximately $359,000 which is contained in our cost
of operations. Were we to exclude those charges, our reported
EBITDA(1) would be higher by an equivalent amount," said Becker.
"Similarly, we reached an oral agreement with one of our landlords
to restructure a lease that we anticipate will benefit future
quarters with increased profitability. We are finalizing these
amounts and the specific terms of the contract and expect to
provide an update on the status of this and other initiatives next
quarter."

                    About NaviSite, Inc.

NaviSite is a leading provider of outsourced hosting and managed
application services for middle-market organizations, which
include mid-sized companies, divisions of large multi-national
companies and government agencies.

                         *   *   *

           Liquidity and Capital Resources


In its latest Form 10-Q filed with the Securities and Exchange
Commission, Navisite reports:

"At January 31, 2004, we had a working capital deficit of $14.7
million, an accumulated deficit of $425 million, and have reported
losses from operations since incorporation. We anticipate
incurring additional losses throughout our current fiscal year. We
have taken several actions we believe will allow us to continue as
a going concern through July 31, 2004, including the closing and
integration of strategic acquisitions, the changes in 2003 to our
Board of Directors and senior management and bringing costs more
in line with projected revenues.

"On January 22, 2004, we filed with the Securities and Exchange
Commission a registration statement on Form S-2 to register shares
of our common stock to issue and sell in a public offering to
raise additional funds. We believe that that offering will allow
us to raise the necessary funds to meet our anticipated needs for
working capital and capital equipment for at least 12 months
following the proposed offering. In the event we are unable to
complete the proposed offering, we will need to find alternative
sources of financing in order to remain a going concern. Potential
sources include our financing agreement with Silicon Valley Bank
and public or private sales of equity or debt securities. We may
also consider sales of assets to raise additional cash. If we use
a significant portion of the net proceeds from an offering to
acquire a company, technology or product, we may need to raise
additional debt or equity capital.
      
"During fiscal 2003, we acquired four companies, downsized our
workforce and restructured our business and balance sheet to
improve operating cash flow. We plan to continue to look for
efficiencies and redundancies to maximize our cash flow. Our cash
flow estimates are based upon attaining certain levels of sales,
maintaining budgeted levels of operating expenses, collections of
accounts receivable and maintaining our current borrowing line
with Silicon Valley Bank among other assumptions, including the
improvement in the overall macroeconomic environment. However
there can be no assurance that we will be able to meet such cash
flow estimates. Our sales estimate includes revenue from new and
existing customers which may not be realized and we may be
required to further reduce expenses if budgeted sales are not
attained. We may be unsuccessful in reducing expenses in
proportion to any shortfall in projected sales and our estimate of
collections of accounts receivable may be hindered by our
customers' ability to pay."


NRG ENERGY: Asks Court to Disallow & Expunge Various Claims
-----------------------------------------------------------
Matthew A. Cantor, Esq., at Kirkland & Ellis, in New York,
reports that as of March 4, 2004, approximately 1,300 proofs of
claim have been filed against the NRG Energy Debtors with Kurtzman
Carson Consultants, the Court-appointed claims agent in these
Chapter 11 cases.  The Debtors have commenced the claims
reconciliation process and identified particular categories of
proofs of claim for disallowance and expungement or
reclassification:

A. Duplicate Claims
   
   The Debtors identified 42 Duplicate Claims.  The Duplicate
   Claims were filed against the same Debtors for the same dollar
   amount on account of the same obligation.  Thus, it appears
   that the claimant erroneously filed the same proof of claim
   more than once.  In the event that the duplicate claim are not
   formally disallowed and expunged, the entities that filed the
   duplicative proofs of claim could potentially receive a double
   recovery.

   Some of the largest Duplicate Claims are:

                          Duplicate   Surviving
   Claimant                 Claim       Claim      Claim Amount
   --------               ---------   ---------    ------------
   Charley Salzan            520         521         $1,542,000
   Aetna Health              354         356          2,500,000
   Dynegy, Inc               419         427          1,000,000
   Joseph Cogen              212         214          2,500,000
   JPMorgan Chase Bank       232         233        572,886,573
   The Connecticut Light
      And Power Company       41         374         37,000,000

   Thus, the Debtors ask the Court to disallow and expunge the
   Duplicate Claims.

B. Late-Filed Claims

   The Debtors determined that 106 proofs of claim were not filed
   on or before the Bar Date, the Governmental Unit Bar Date or
   other deadline to file claims as authorized by the Bankruptcy
   Code or prior orders of the Court.  The Claimants are not
   otherwise excused from filing late claims.

   The Debtors ask the Court to disallow and expunge the late-
   filed claims.  Some of the largest Late-Filed Claims:
                          
   Claimant                           Claim No.    Claim Amount
   --------                           ---------    ------------
   Manhattan National Life Insurance    1373        $98,101,000
   DQ Holdings LLC                      1552          2,855,675
   NEO California Power LLC             1592         19,546,220
   NRG Energy Center Dover LLC           153         20,087,305
   El Paso Merchant Energy LP           1621         12,623,650
   Dick Corporation                     1665         10,000,000
   Department of Finance of
    the City of New York                1741          1,477,300
   Ralph R. Mabey, Trustee for
    Cajun Electric Power
    Cooperative, Inc.                   3006          8,679,750
   Howard Grobstein, Chapter 7 Trustee
    for Estate of Exchange LLC and
    Automated Credit Exchange LLC       1578          1,500,000

C. Scheduled Claims

   The Debtors listed 852 Claims in their Schedules that are
   either not enforceable against them under any agreement or
   applicable law, or may be duplicative of claims for which
   proofs of claim have been filed.  The Debtors reached this
   determination based on careful review of their books and
   records and as a result of extensive consultations with KCC.

   Among the largest Scheduled Claims are:

   Claimant                                        Claim Amount
   --------                                        ------------
   ANZ Banking Group Limited                       $104,600,526
   ANX Banking Group Limited                         11,535,101
   Bank of America House                             24,433,310
   Connecticut Light and Power                        5,013,911
   General Electric Power System                     96,967,358
   Great River Energy                                 3,877,666
   NRG Energy, Inc.                                  44,000,000
   Siemens Westinghouse Power                         9,100,000
   Societe Generale                                  11,254,781
   Toronto Dominion Bank                              4,725,013

   Hence, the Debtors ask the Court to disallow and expunge the
   Scheduled Claims.

D. Duplicate Claims of Individual Noteholders

   Pursuant to each of the Debtors' Indenture Trust Agreements,  
   the Indenture Trustees have the right to assert all claims on
   behalf of the noteholders.  Mr. Cantor notes that for each
   series of notes outstanding, the appropriate Indenture Trustee
   filed a proof of claim or the Debtors have resolved all claims
   pursuant to the NRG Plan.  Thus, any claim asserted by or on
   behalf of individual noteholders are duplicative of the claims
   filed by the appropriate Indenture Trustee or scheduled and
   resolved separately by the Debtors.  

   The Debtors identified 12 Duplicate Noteholder Claims:

   Claimant                                        Claim Amount
   --------                                        ------------
   ANZ Banking Group Limited                       $104,600,526
   Aetna Health and Life Insurance                   $2,500,000
   Aetna Health Plans of Florida                      2,500,000
   Aetna Life Insurance Company                      16,500,000
   Aetna Risk Indemnity Company                         500,000
   Anthony P. Mallia                                     15,000
   First Penn Pacific Life Insurance                  3,000,000
   Great American Life Insurance Company              1,567,500
   Lincoln Life and Annuity Company of New York       2,000,000
   Manhattan National Life Insurance Co.             98,101,000
   Prudential Health Care Plan of California, Inc.    2,000,000
   Prudential Health Care Plan of New York, Inc.      1,000,000
   The Depository Trust Company                             N/A
     (Kessler Associates)

E. Litigation Claims

   The Debtors discovered 657 Litigation Claims that are not
   properly allowable because there is no liability to the
   Debtors under each claim.  The Litigation Claims are claims
   for various alleged legal liabilities, comprising of 40
   discrimination claims and 617 asbestos-related claims.  

   The Debtors determined that the 617 Asbestos-related Claims
   are not properly allowable because the claims are uncertain.
   In addition, all the Discrimination Claims are not properly
   allowable because the claims do not comport with the Debtors'
   books and records.  Some of the Discrimination Claims are:

   Claimant                           Claim No.    Claim Amount
   --------                           ---------    ------------
   Allen Hetherwick                      482         $1,800,000
   Barbara Dickerson                     472          1,020,000
   Charley Salzan                        520          1,542,000
   Charley Salzan                        521          1,542,000
   David Duval                           476          1,886,000
   Debra Jackson                         488          1,756,000
   James Didier                          474          1,348,000
   John Nichols                          510          1,900,000
   Kenneth Austin                        458          1,290,000
   Melinda Delhoste                      468          1,240,000
   Michael Armato                        456          1,036,000
   Roger Morgan                          504          1,204,000
   Ronald McCabe                         500          1,704,000

F. Claims Not Consistent with the Debtors' Books and Records

   The Debtors identified 232 Claims not consistent with their
   books and records.  Of all 232 Books & Records Claims, the
   Debtors assert that they do not have any outstanding
   obligations owing 222 of the Claims.  Hence, the Debtors ask
   the Court to disallow and expunge the 222 Books and Records
   Claims from the Debtor's claim registry.

   In addition, the Debtors reviewed the Claims and concluded
   that 10 Books and Records Claims are not properly allowable
   because the amounts have been partially paid by the Debtors.
   Accordingly, the Debtors ask the Court to reduce the claim
   amounts of the 10 Books and Records Claims and allow it only
   for the amount listed.
   
   The Books and Records Claims to be reduced are:

                                                     Surviving
   Claimant               Claim No.   Claim Amt.    Claim Amount
   --------               ---------   ----------    ------------
   CDW Computer Centers      142       $8,049            $4,382
   Cingular Wireless        1532        5,955               338
   Karin M. Wentz            187      169,654           169,654
   LJP Enterprises, Inc.     133       18,828            17,829
   Lumbermens Underwriting   211    1,222,958           137,370
   Nixon Peabody LLP         182        3,592               174
   Parameters Ltd. Inc.      389      147,316            94,578
   Sherburne County Zoning   216       49,847            46,242
   State of New Jersey        21        1,056               150
   Time Warner Telecom, Inc. 146      441,139           141,139

G. Claims Improperly Filed as Priority or Secured Claims that
   should be Reclassified as General Unsecured Claims

   Mr. Cantor reports that 220 claims were filed as unsecured
   claims entitled to priority status under Section 507(a) of the
   Bankruptcy Code or secured status under Section 506 of the
   Bankruptcy Code.  The Debtors object to the classification of
   each of the Improperly Filed Claims as priority or secured
   claims and ask the Court to reclassify each of the Claims as a
   general unsecured claim.

   Among the largest Improperly Filed Priority or Secured Claims
   are:

   Claimant                           Claim No.    Claim Amount
   --------                           ---------    ------------
   Abbey National Treasures Services      10     $1,139,022,024
   Bank of America, NA                   269         46,000,000
   Credit Lyonnais New York Branch       294         24,254,172
   Credit Lyonnais New York Branch       296         28,475,551
   Credit Lyonnais New York Branch       297         28,475,551
   Credit Lyonnais New York Branch       298         28,475,551
   Credit Suisse First Boston,
      New York Branch, as Admin Agent      9        970,166,885
   Dick Corporation                      561         10,000,000
   Dick Corporation                     1665         10,000,000
   HSBC Bank USA as Indenture Trustee    240        572,886,573
   HSBC Bank USA as Indenture Trustee    251        762,030,999
   HSBC Bank USA as Indenture Trustee    253        762,060,999
   JPMorgan Chase Bank,
      as Collateral Agent                232        572,886,573
   The City of New York Dept of Finance  289         19,816,500
   The Connecticut Light and Power Co.   361         46,209,604
   The Connecticut Light and Power Co.   374         37,000,000

H. Unknown Claims or Otherwise Uncertain and Unliquidated

   Mr. Cantor points out that 830 claims filed against the
   Debtors fail to assert a claim against the Debtors.  Thus,
   allowance of the claims would contravene Section 502(b)(1) of
   the Bankruptcy Code, which provides that such claims are
   "unenforceable against the debtor and property of the debtor."

   Accordingly, the Debtors ask the Court to expunge and disallow
   all the Uncertain or Unknown Claims for all purposes.

I. Amended Claims

   The Debtors ask the Court to disallow and expunge 63 Claims
   because these claims have subsequently been amended and
   replaced by other proofs of claim.

   Some of the Amended Claims are:

   Claimant                           Claim No.    Claim Amount
   --------                           ---------    ------------
   Connecticut Department of
      Revenue Services                   441         $2,580,918
   Connecticut Department of
      Revenue Services                  1575          2,505,918
   Dick Corporation                      561         10,000,000
   Dick Corporation                     1665         10,000,000
   Indeck Energy Services, Inc. and
      Indeck -Pleasant Valley LLC        113          3,266,430

   Connecticut Department of Revenue's Claim Nos. 441 and 1575
   are subject to audit completion.  Indeck's Claim No. 113 was
   amended and replaced by Claim No. 40. (NRG Energy Bankruptcy
   News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,
   215/945-7000)


NRG ENERGY: Organizational Changes Focus on Regional Operations
---------------------------------------------------------------
NRG Energy, Inc. has completed a review of its organizational
structure and is proceeding with plans to implement a new regional
business strategy and structure. The new structure calls for a
reorganized leadership team and a corporate headquarters
relocation.

NRG has appointed regional presidents who will manage the asset
portfolio for the Company's core regions - Northeast, West, South
Central and Australia - as individual regional businesses. The
regional businesses will rely on corporate headquarters staff to
provide professional services and to perform usual corporate
functions.

NRG also announced functional business areas and the senior
leadership team for the new business structure:

  -- Scott Davido will become Executive Vice President and
     Regional President, Northeast Region. Davido most recently
     served as Senior Vice President and General Counsel for NRG.

  -- John Brewster will serve as Executive Vice President,
     Corporate Operations and Regional President, South Central
     Region. Brewster was formerly Senior Vice President,
     Worldwide Operations.

  -- Ershel Redd has been named Executive Vice President,
     Commercial Operations and Regional President, Western Region.
     Previously, Redd served as Senior Vice President, Commercial
     Operations.

  -- Tom Richardson will continue as Vice President, Australia
     Region and Managing Director of Australia.

  -- Tim O'Brien, who most recently served as Deputy General
     Counsel for NRG, has been named Vice President and General
     Counsel.

  -- Denise Wilson will continue to serve as Vice President, Human
     Resources.

  -- Bob Henry has joined NRG as Vice President, Business
     Operations and will oversee NRG's Thermal, Portfolio
     Management, Business Processes and Information Technology
     divisions. Prior to joining NRG, Henry served as General
     Counsel at ABB Equity Ventures, an international independent
     power producer.

  -- As previously announced, NRG has appointed Robert Flexon to
     be Executive Vice President and Chief Financial Officer
     effective March 29, 2004.

In a move intended to increase the company's effectiveness in
serving its stakeholders, the corporate headquarters will be moved
to a yet to be finalized location within NRG's northeast region.

"Power generation is fundamentally a local business and, for NRG,
the northeast has our greatest concentration of plants and
employees as well as external stakeholders such as regulators,
customers and investors," said David Crane NRG's President and
Chief Executive Officer.

NRG's restructuring also calls for a streamlined corporate
headquarters staff as functions are shifted to the regions. The
new NRG corporate structure calls for a staff of approximately 140
employees. NRG currently has approximately 240 individuals at its
Minneapolis headquarters. The Company's headquarters will remain
open through the transition, which is expected to begin in
September 2004 and run through March 2005. NRG anticipates being
able to announce the new headquarters location by mid-April.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generation facilities. Its operations include competitive energy
production and cogeneration facilities, thermal energy production
and energy resource recovery facilities


NTL INC: Maxcor Wins Summary Judgment Motion in Trades Lawsuit
--------------------------------------------------------------
Maxcor Financial Inc., the U.S. broker-dealer subsidiary of Maxcor
Financial Group Inc. (Nasdaq: MAXF), announced that it has won its
motion for summary judgment in the lawsuit it brought in February
2003 in the Supreme Court of the State of New York concerning its
"when-issued" trades in the common stock of NTL Inc.

The summary judgment decision, entered Monday afternoon by Justice
Charles Ramos in Maxcor Financial Inc. v. P. Schoenfeld Asset
Management LLC, et al. (Index No. 600410/03) and two related
cases, holds that all when-issued trades in NTL Inc. common stock
among the parties before the Court should be settled on an
adjusted and uniform basis.

Maxcor's lawsuit had sought exactly this result. The settlement of
when-issued trades in NTL Inc. common stock had been thrown into
turmoil in early January 2003 when NTL emerged from bankruptcy
under a plan of reorganization providing for the issuance of one-
fourth the number of shares as was previously contemplated in its
September 2002 plan of reorganization. Maxcor and other
participants in the when-issued trading market expected that when-
issued trades would be adjusted to reflect what was intended by
NTL and the Bankruptcy Court to be a neutral transaction, with the
same effect as a 1-for-4 reverse stock split. Unfortunately, a
number of buyers in that market instead attempted to claim a
windfall and take delivery of an unadjusted number of shares,
having a total value potentially four times in excess of what they
bargained for.

Maxcor cautioned that the mechanics of implementing Monday's
summary judgment decision have not yet been specified by the
Court, and are subject to the settlement of an order that will be
circulated on notice to all parties in the cases. Maxcor further
noted that the decision remains subject to the various appeal
rights of the affected parties.

As a result, Maxcor declined to predict the impact of the decision
on its financial results, or the likely timing of that impact.
However, Maxcor said that it would not expect to begin reversing
any of its $5.1 million in pre-tax losses recorded to date for
this matter unless and until the appeal rights of any one or more
of its fifteen affected counterparties are exhausted or otherwise
finally resolved. Maxcor also said that it is still involved in a
separate NASD arbitration, on the same matter, with a sixteenth
counterparty, and cannot predict whether the panel in that
proceeding will reach the same result as the Court.

Maxcor Financial Inc. is an SEC registered broker-dealer,
specializing in institutional sales, trading and research
operations in corporate bonds, municipal bonds, convertible
securities and equities. Maxcor is a subsidiary of Maxcor
Financial Group Inc. (Nasdaq: MAXF) -- http://www.maxf.com/--  
which through its various Euro Brokers businesses is also a
leading domestic and international inter-dealer brokerage firm
specializing in interest rate and other derivatives, emerging
market debt products, cash deposits and other money market
instruments, U.S. Treasury and federal agency bonds and repurchase
agreements, and other fixed income securities. Maxcor Financial
Group Inc. employs approximately 500 persons worldwide and
maintains principal offices in New York, London and Tokyo.


OMEGA HEALTHCARE: Fitch Ups & Places Ratings on Watch Positive
--------------------------------------------------------------
Fitch Ratings has upgraded Omega Healthcare Investors, Inc.'s
senior unsecured credit rating on its recent offering of $200
million, 10-year senior unsecured notes and its existing 6.95%
senior unsecured notes due 2007 to 'B' from 'B-'. Additionally,
Fitch has upgraded the preferred stock rating to 'CCC+' from 'C'
on Omega's three series of outstanding preferred securities. This
includes the recently issued $118.5 million of 8.375% series D
cumulative redeemable preferred securities. In all, approximately,
$226 million of preferred securities are affected by this upgrade.
Fitch has also placed Omega on Rating Watch Positive to consider
the impact of recently implemented financings.

Fitch's upgrade reflects Omega's improved financial profile and
operating performance in recent months. During third-quarter 2003,
Omega reinstated its preferred and common dividend payments after
a suspension in 2001 to conserve cash to address pending debt
maturities. Omega was successful in addressing its debt maturities
as well as bringing current all classes of preferred stock.
Further, Omega has improved its financial measures over the past
five quarters with EBITDA coverage of total interest expense of
3.5 times for the period ending Dec. 31, 2003 up from 1.7x for the
same period of 2002. Similarly, Omega's fixed charge coverage
during that same period doubled to 1.8x from a low of .9x. Omega's
total debt leverage has averaged in the 32% range (as a percent of
total undepreciated book capital) for much of the past two years
and when adding total preferred securities to the equation, the
company has averaged in the 56% range.

Over the past several years, a number of operators vacated assets
or defaulted on leases leaving Omega to operate the asset. For
much of the past year, Omega has worked at re-leasing to third
party operators or selling these assets. As of Dec. 31, 2003,
Omega reported that they no longer operated any of the assets it
previously owned. Omega's occupancy has remained stable at 81% for
much of 2003 in line with or slightly below its peers.
Additionally, operator coverage levels have improved albeit not to
levels Fitch believes are robust. Omega reported earnings before
interest, taxes, depreciation, amortization, rent and management
fees (EBITDARM) coverage of rent for the period ended Sept. 30,
2003 of 1.52x up from 1.42x reported for the period of March 31,
2003. After payment of management fees to the operator, EBITDAR
coverage was 1.07x up from .97x for the same period. Although the
company experienced improvement, this lags behind many of its
peers' reported operator coverage levels.

Finally, in February 2003, Sun Healthcare, Omega's largest tenant
at approximately 15% of revenue, announced it was seeking rent
moratoriums and/or rent concessions from its landlords for its
portfolio of properties. In January 2004, Omega restructured its
leases with Sun Healthcare and signed a new master lease for 30 of
the company's assets (down from 51 assets) with a ten year term
with annual base rent of $18.7 million and annual bumps. With
respect to the remaining 20 facilities, fifteen have already been
transitioned to new operators and five are in the process of being
transferred to new operators. Omega agreed to sell $200 million of
10-year senior unsecured notes with proceeds anticipated to payoff
all debt outstanding under its existing credit facilities.
Additionally, Omega has announced that it received commitments
from Bank of America, N.A., Deutsche Bank AG and UBS Loan Finance,
LLC to obtain a new $125 million revolving senior secured credit
facility. The proposed $125 million credit facility may be used
for acquisitions and general corporate purposes. As of Dec. 31,
2003, Omega had approximately $177 million outstanding under its
secured revolving lines of credit.

Fitch's resolution of the Ratings Watch for Omega will be near-
term once Fitch has weighed the sustainability of Omega's recent
improvements against its single investment focus on skilled
nursing facility (SNF) and its related volatility.

Fitch remains concerned with Omega's focus in the SNF sector that
has exhibited volatility in the past due to its dependence on
federal (Medicare) and state (Medicaid) reimbursement. Many health
care service providers, the tenants of real estate investment
trusts (REITs), have experienced financial stress in the past when
reimbursement rates were adjusted downward or reimbursement
formulas changed. Many tenants filed for Chapter 11 bankruptcy
protection or approached health care property owners seeking lease
restructuring and rent relief. That said, Fitch believes that
Medicare will exhibit some stability for much of 2004 as we head
into the presidential elections in November 2004. The theory being
that reimbursement rates that are set each October will likely not
be decreased during an election year due to its impact (negative)
on the elderly, a large voting constituency for both Republicans
and Democrats. For more on Fitch Ratings' macro view of the health
care sector, please refer to Fitch's 2004 REIT Scorecard,
published Feb. 23, 2004, available on the Fitch Ratings web site
at 'www.fitchratings.com'.

Omega Healthcare Investors, Inc. (NYSE: OHI) is an approximate
$850 million (as measured by undepreciated book capital) equity
REIT that owns or holds mortgages on 211 skilled nursing and
assisted living facilities with approximately 21,500 beds located
in 28 states and operated by 39 third-party healthcare operating
companies.


OM GROUP: Form 10-K Filing Delay May Trigger Debt Default
---------------------------------------------------------
OM Group, Inc. (NYSE: OMG) anticipates restating its financial
statements for 1999 through 2003 as the result of an independent
investigation being completed by the audit committee of the
company's board of directors regarding inventory issues.

Although the exact amounts of the adjustments are not known at
this point, it is expected that the adjustments will negatively
affect earnings in 1999, 2000 and 2001 while positively affecting
results in 2002 and 2003. This is because most of the adjustments
in 1999, 2000 and 2001 will represent amounts previously written
off during 2002 and 2003. The company expects that the aggregate
reduction in retained earnings as of September 30, 2003, should
not exceed $25 million.

Accordingly, these financial statements and the related
independent auditors' reports, which are included in public
filings made by the company with the SEC, and the independent
auditors' completed interim review, should no longer be relied
upon. The restatement does not affect the company's operating
results for 2004 or its cash position.

The company's filing of its Form 10-K for the year ended December
31, 2003 will be delayed until details of the restatement are
completed and the company resolves the issues raised by the SEC
comments on previous company filings.

On February 17, 2004, the company reported it was delaying the
announcement of its 2003 fourth quarter and full-year results
because it was in the process of responding to comments from the
staff of the SEC relating to previous company filings with the
SEC. The SEC staff's comments include issues regarding application
of accounting standards related to the valuation of inventory.
Some of the adjustments to be included in the restatement impact
the company's responses to the SEC staff's comments. Also, the
company previously reported it is considering the preferability of
changing to the FIFO method of inventory valuation. The company is
still in the process of responding to the SEC staff's comments.

The company is discussing these matters with the lenders
participating in its revolving credit facility. The company
currently has no borrowings under that facility.

Delay in filing the 2003 Form 10-K may also permit the trustee or
noteholders to deliver a notice of default under the indenture
relating to the company's $400 million of public debt. If such a
notice is delivered and the company does not file its 2003 Form
10-K within 60 days of the notice, then the trustee or noteholders
would have the right, but would not be obligated, to accelerate
the public debt. The company does not know if such a notice will
be delivered.

James P. Mooney, chairman and chief executive officer, stated,
"Our operating team is continuing to focus on business
opportunities associated with current strong market conditions.
Metal prices for cobalt and nickel remain high and demand in many
of our end markets is strong. Although offset to some extent by
the strong Euro, these factors should result in significantly
higher sales, improved margins and increased operating profit for
the first quarter of 2004 as compared to the same period a year
ago. We will provide more details regarding our expectations for
2004 when we report our 2003 earnings."

                      ABOUT OM GROUP, INC.

OM Group is a leading, vertically integrated international
producer and marketer of value-added, metal-based specialty
chemicals and related materials. Headquartered in Cleveland, Ohio,
OM Group operates manufacturing facilities in the Americas,
Europe, Asia, Africa and Australia. For more information, visit
the company's Web site at http://www.omgi.com/


OREGON ARENA: Has Until March 26 to File Schedules & Statements
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon gave Oregon
Arena Corporation and its debtor-affiliates an extension to file
its schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtor has until
March 26, 2004, to file these financial disclosure documents.  

Headquartered in Portland, Oregon, Oregon Arena Corporation, owns
Portland's Rose Garden, one of the city's entertainment arenas and
home of the NBA's Portland Trail Blazers. The company filed for
chapter 11 protection on February 27, 2004 (Bankr. D. Oreg. Case
No. 04-31605).  Paul B. George, Esq., at Foster Pepper Tooze LLP
and R. Michael Farquhar, Esq., at Winstead Sechrest & Minick P.C.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed an
estimated assets of more than $10 million and estimated debts of
more than $100 million.


OWENS: Unsecured Panel Turns to Dr. Mar Utell for Asbestos Advice
-----------------------------------------------------------------
On December 11, 2003, the Official Committee of Unsecured
Creditors appointed in the Chapter 11 cases of the Owens Corning
Debtors elected Mar Utell, M.D., to provide asbestos medical
consulting services to the Committee during the pendency of these
Chapter 11 cases.

Accordingly, the Commercial Committee seeks the Court's authority
to retain Dr. Utell as an asbestos medical consultant
specializing in pulmonology, nunc pro tunc to December 11, 2003.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht & Tunnel,
in Wilmington, Delaware, informs the Court that Dr. Utell has
extensive and diverse experience, knowledge and reputation in the
field of pulmonology, especially related to asbestos-related
disease and impairments.  Dr. Utell's extensive pulmonological
experience qualifies him as an expert in the field of
pulmonology.  Dr. Utell has been a board-certified pulmonologist
for 26 years.  

Dr. Utell will be:

   (1) advising on issues related to pulmonology;

   (2) advising on the application of pulmonology in asbestos-
       related disease and impairment;

   (3) assisting in the development of pulmonological standards
       to be used in claims procedures in any future trust;

   (4) assisting the Commercial Committee's counsel in preparing
       for expert depositions;

   (5) testifying on behalf of the Commercial Committee, if
       necessary; and

   (6) performing any other necessary services as the Commercial
       Committee or the Commercial Committee's counsel may
       request from time to time with respect to any asbestos-
       related issue.

Dr. Utell will coordinate with the Commercial Committee's other
advisors and counsel, as appropriate, to avoid duplication of
effort.

Dr. Utell will be compensated at $400 per hour for services
provided to the Commercial Committee.  Dr. Utell's out-of-pocket
expenses, like travel, long distance telephone calls, messenger
service, express mail, bulk mailing, photocopies, or
entertainment, will be billed at cost in addition to the hourly
rate.  

Dr. Utell assures the Court that:

   (1) he is a "disinterested person" within the meaning of
       Section 101(14) of the Bankruptcy Code and as required by
       Section 328 of the Bankruptcy Code, and holds no interest
       adverse to the Debtors and their estates for the matters
       for which he is to be employed; and

   (2) he has no connection to the Debtors, their creditors and
       their related parties.

Dr. Utell will conduct an ongoing review of his files to ensure
that no conflicts or other disqualifying circumstances exist or
arise.  If any new facts or relationships are discovered, Dr.
Utell will supplement his disclosure with the Court.

Headquartered in Toledo, Ohio, Owens Corning
-- http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).  
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  On Jun 30,
2001, the Debtors listed $6,875,000,000 in assets and
$8,281,000,000 in debts. (Owens Corning Bankruptcy News, Issue No.
69; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PARMALAT GROUP: US Debtors Bring-In Weil Gotshal as Bankr. Counsel
------------------------------------------------------------------
Parmalat USA Corporation and its debtor-affiliates need
bankruptcy lawyers to prosecute their Chapter 11 cases.  Anthony
Mayzun, Parmalat USA Vice President - Finance and Assistant
Treasurer, tells Judge Drain that the U.S. Debtors chose Weil,
Gotshal & Manges, LLP because of the firm's extensive experience,
knowledge and established reputation in corporate reorganizations
and debt restructurings under Chapter 11 of the Bankruptcy Code.  
Weil Gotshal is also familiar with the U.S. Debtors' businesses
and financial affairs.

In December 2003, Parmalat SpA engaged Weil Gotshal to provide
representation and advice in connection with strategic
alternatives, financial restructuring and insolvency matters,
worldwide asset recovery, and general litigation matters,
including actions commenced against Parmalat in the United States
by the Securities and Exchange Commission and private parties.  
Weil Gotshal represented Parmalat, under the direction of the
Extraordinary Commissioner, Dr. Enrico Bondi, in connection with
proceedings under Section 304 of the Bankruptcy Code.

Before December 2003, Weil Gotshal represented Parmalat in a
variety of matters unrelated to the Debtors' pending Chapter 11
cases.  In 1998, Weil Gotshal performed work for the Debtors to
ensure that labels of Parmalat products sold in the United States
complied with legal requirements relating to the labeling of
milk.  Weil Gotshal also represented Parmalat in 1998 in its
acquisition of a Hungarian company, Cegledtej.  Weil Gotshal
performed additional diligence work in connection with an
attempted acquisition of a second Hungarian dairy company.  In
1999, WG&M assisted Parmalat's lead counsel with diligence
relating to real estate and certain corporate matters in
connection with Parmalat's acquisition of Farmland Dairies.  

Weil Gotshal also represented Parmalat in connection with certain
real property leases for Gelateria Parmalat ice cream stores in
Florida and Puerto Rico.  Recently, Weil Gotshal assisted and
advised the U.S. Debtors in connection with the preparation for,
and commencement of, their Chapter 11 cases.

The U.S. Debtors believe that Weil Gotshal possesses the
requisite resources and is both highly qualified and uniquely
able to represent the Debtors' interests in these cases going
forward.

The Debtors contemplate that Weil Gotshal will render specialized
legal services to the Debtors as needed throughout the cases.  
Generally, without limiting the scope of Weil Gotshal's work, the
firm will:

   (a) take all necessary action to protect and preserve the
       estates of the Debtors, including the prosecution of
       actions on the Debtors' behalf, the defense of any actions
       commenced against the Debtors, the negotiation of disputes
       in which the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (b) prepare on the Debtors' behalf, all necessary motions,
       applications, answers, orders, reports, and other papers
       in connection with the administration of the Debtors'
       estates;

   (c) negotiate and prepare on the Debtors' behalf a plan of
       reorganization and all related documents; and

   (d) perform all other necessary legal services in connection
       with the prosecution of these Chapter 11 cases.

Weil Gotshal members Marcia L. Goldstein and Gary T. Holtzer, and
associate Gary D. Ticoll will primarily provide the services for
the U.S. Debtors.

The U.S. Debtors will compensate Weil Gotshal in accordance with
its customary hourly rates plus reimbursement of out-of-pocket
expenses.  The firm's customary hourly rates are:

          Members and counsel              $500 - 775
          Associates                        240 - 505
          Paraprofessionals                 125 - 225

Mr. Holtzer discloses that, within the one year before the
Petition Date, Weil Gotshal received advances aggregating
$625,000 from the U.S. Debtors on account of the services
performed by the firm.  As of the Petition Date, the fees and the
expenses incurred by the firm and debited against the amounts
advanced to it by the Debtors approximated $525,000.  The precise
amount will be determined upon the final recording of all time
and expense charges.  As of the Petition Date, Weil Gotshal has a
$100,000 remaining credit balance in favor of the Debtors for
additional professional services performed and expenses incurred
in connection with these Chapter 11 cases.

Mr. Holtzer reports that Weil Gotshal has represented interested
parties in matters unrelated to the U.S. Debtors' Chapter 11
cases.  In 1987, Weil Gotshal represented clients potentially
adverse to the Debtors in connection with antitrust and trade
regulation investigations.  In 2000, Weil Gotshal represented
Grand Union Company in its Chapter 11 case in which the Debtors
have been unsecured creditors.

Weil Gotshal also represented, currently represents, and may
represent in the future these entities, in matters totally
unrelated to the Debtors:

     Entity                              Relation to Debtors
     ------                              -------------------
     Citibank, N.A.                      Lender
     Citigroup                           Lender
     Deloitte & Touche                   Accountants
     GE Capital                          Significant Lessor
     GE Capital Public Finance           Significant Lessor
     ING Capital                         Significant Lessor
     Intesa BCI                          Unsecured Creditor
     PricewaterhouseCoopers              Accountants
     Societe Generale                    Significant Lessor
     International Paper                 Unsecured Creditor
     Wells Faro                          Significant Lessor

These entities are or may be related to a client of Weil Gotshal:

     Entity                              Relation to Debtors
     ------                              -------------------
     Banca Di Roma                       Unsecured Creditor
     Comerica                            Unsecured Creditor
     Bank Hapoalim                       Significant Lessor
     New Jersey Dept of Transportation   Regulatory Agency
     U.S. Department of Transportation   Regulatory Agency

Notwithstanding, Mr. Holtzer assures the Court that Weil Gotshal
remains a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.  To the extent issues may arise
which would cause the U.S. Debtors to be adverse to any of Weil
Gotshal's clients such that it would not be appropriate for Weil
Gotshal to represent the Debtors with respect to those matters,
McDermott, Will & Emery, the Debtors' general conflicts counsel,
or another firm will be employed to represent the Debtors with
respect to those matters.

On an interim basis, Judge Drain authorizes the U.S. Debtors to
employ Weil Gotshal as bankruptcy counsel.  

                         *   *   *

Judge Drain adjourns the hearing to consider the final approval
of Weil Gotshal's employment tomorrow, March 19, 2004 at 10:00
a.m.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue Nos. 8 & 9; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PARMALAT GROUP: US Debtors Ask to Tap McDermott Will as Co-Counsel
----------------------------------------------------------------
The U.S. Parmalat Debtors sought and obtained the Court's
authority to employ McDermott, Will & Emery, on an interim basis,
as counsel in matters in which Weil, Gotshal & Manges, LLP cannot
and do not act.

When and to the extent that Weil Gotshal does not, McDermott
will:

   (a) take all necessary actions to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (b) prepare on the Debtors' behalf, all necessary motions,
       applications, answers, orders, reports, and other papers
       in connection with the administration of the Debtors'
       estates; and

   (c) perform all other necessary legal services in connection
       with the prosecution of these Chapter 11 cases.

"Having represented the U.S. Debtors in various matters for a
number of years, McDermott is particularly suited to serve as the
Debtors' conflicts counsel," Anthony Mayzun, Parmalat USA Vice
President - Finance and Assistant Treasurer, contends.  

The firm has expertise in virtually all areas of law, including,
bankruptcy, reorganization, creditors' rights, distressed debt
trading, banking, secured financing, and commercial litigation.  
McDermott possesses the recognized expertise in bankruptcy
matters, having been actively involved in major Chapter 11 cases.  
Stephen B. Selbst, a partner who heads McDermott's bankruptcy
practice in New York, will lead the legal team.

The U.S. Debtors will compensate McDermott for its services in
accordance with the firm's standard hourly rates:

          Partners                         $410 - 695
          Associates                        235 - 415
          Legal assistants                  160 - 215

Mr. Selbst's current hourly rate is $610.

The U.S. Debtors will also reimburse McDermott for its actual and
necessary out-of-pocket expenses.

Before the Petition Date, McDermott represented the Debtors in
connection with the negotiations concerning the postpetition
financing with General Electric Capital Corporation and Citibank
N.A.  The Debtors paid to McDermott a $100,000 retainer to secure
the Debtors' obligations for fees, costs, and expenses incurred
or advanced by the firm in connection with these cases.  The
source of the retainer was the Debtors' operating funds.  In
addition, the Debtors and their North American-based affiliates
paid to McDermott $1,700,000 from January 1, 2003 through the
Petition Date for services rendered.  The amount does not include
the costs the firm incurred that were reimbursed.  The Debtors'
European parent and other European-based affiliated entities have
never engaged or paid amounts to McDermott.  Of the $1,700,000 in
fees received by the firm from January 1, 2003 through the
Petition Date, $300,000 was paid by the Debtors.

Mr. Selbst attests that McDermott does not represent any interest
adverse to the Debtors' estates.  The firm is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.

Mr. Selbst discloses that McDermott represented, currently
represents, or may represent in the future these parties-in-
interest:

Entity                              Relation to Debtors
------                              -------------------
GE Capital Public Finance           Lease Holder
Citibank N.A., London Branch        Securitization Facility Agent
Comerica Bank                       Unsecured Creditor
International Paper                 Unsecured Creditor
Dairy Farmers of America            Unsecured Creditor
Dugussa Texturant Systems Sales     Unsecured Creditor
CornProducts                        Unsecured Creditor
Metropolitan Life Insurance Co.     Unsecured Creditor
Bank Hapoalim                       Lessor
Societe Generale                    Lessor
ING Bank                            Lessor
Deloitte & Touche                   Former Accountant

McDermott received signed waiver letters from GE Capital, on
behalf of itself and affiliated entities, and from Citigroup
Inc., on behalf of itself and affiliated entities, which assent
to McDermott's representation of the Debtors.  The waiver
letters, however, forbid the firm from bringing any litigation
for the recovery of monetary damages or for any equitable relief
against GE Capital or Citigroup.  By the terms of the waiver
letters, McDermott may not:

      (i) challenge the allowance, enforceability, priority,
          amount, extent or payment of any indebtedness owed by
          any party to GE Capital or Citigroup or to the
          attachment, perfection, extent or priority of any of
          the liens securing any such indebtedness;

     (ii) assert any claim, counterclaim or cross-claim against
          GE Capital or Citigroup of any kind whatsoever;

    (iii) challenge any rights, remedies, benefits or protections
          previously afforded to GE Capital or Citigroup under
          any final debtor-in-possession financing order or final
          cash collateral order entered the bankruptcy cases; or

     (iv) assert any claim for litigation sanctions against
          GE Capital or Citigroup.

According to Mr. Selbst, the proscriptions on McDermott's
representation are not problematic because the Debtors have
waived their rights to take those actions as a part of their
postpetition financing agreement.

The Court will convene another hearing to consider final approval
of the Debtors' request on March 12, 2004 at 11:00 a.m.  
Objections are due by March 11, 2004.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PER-SE TECH: 10-K Filing Extension Prompts S&P's Dev. Outlook
-------------------------------------------------------------  
Standard & Poor's March 16

Standard & Poor's Ratings Services revised Per-Se Technologies
Inc.'s outlook to developing from positive following the
announcement that Per-Se has filed for a 15-day extension to file
its 2003 10-K. The 'B+' corporate credit rating was affirmed.
Atlanta, Georgia-based Per-Se provides business outsourcing
services to hospital-based physician practices and electronic
transaction processing, primarily to physicians and hospitals.

The company now expects to file its 10-K by March 30, 2004. The
filing extension is needed because the company's external auditors
have advised Per-Se and its audit committee that additional audit
procedures will be necessary in connection with allegations made
in early November 2003 of improper accounting and business
activities. The allegations were made in an anonymous letter
circulated among several financial research analysts in the
investment community. Per-Se's audit committee completed an
internal review two weeks later and concluded that the allegations
were baseless.

"The developing outlook reflects the broadening scope of the
internal review and the uncertainties regarding its outcome," said
Standard & Poor's credit analyst Emile Courtney.

If, as a result of the additional audit procedures, it is
confirmed that there is no merit to the claims, the ratings would
be affirmed with a positive outlook. However, if the claims are
found to have merit, the ratings could be reviewed for possible
lowering.


PETROLEUM GEO: Adopts Fresh Start Reporting Under U.S. GAAP
-----------------------------------------------------------
Petroleum Geo-Services ASA (OTC: PGEOY; OSE: PGS) provided an
update on the status of its implementation of "fresh start"
reporting under U.S. generally accepted accounting principles ("US
GAAP").

The Company, which emerged from Chapter 11 on November 5, 2003,
will adopt "fresh start" reporting for financial statement
purposes, effective November 1, 2003 in accordance with American
Institute of Certified Public Accountants Statement of Position
No. 90-7, "Financial Reporting by Entities in Reorganization under
the Bankruptcy Code" (SOP 90-7). Under SOP 90-7, the Company is
required to adjust the recorded value of its assets and
liabilities to reflect their fair market value as of the date it
emerged from Chapter 11. As a result of the Company emerging from
Chapter 11 proceedings and adopting "fresh start" reporting, the
financial position and results of operations of the reorganized
Company will not be comparable to the financial position and
results of operations reflected in the historical financial
statements of the Company for periods prior to November 2003.

Pursuant to SOP 90-7, the Company will value its assets and
liabilities at fair market value with any shortfalls or excesses
in such values, as compared to the reorganization value of the
Company discussed below, being reflected as goodwill or downward
adjustments to long-term assets, respectively. The Company has
completed unaudited, preliminary estimates of the fair market
value of its assets and liabilities as of the date of emergence
from Chapter 11 through the use of third party appraisers and
consultants to value its intangible assets, FPSOs and seismic
vessels.

The reorganization value, estimated at US$ 1.5 billion, was
previously disclosed in connection with the Company's Chapter 11
reorganization, and was used as a basis for its plan of
reorganization. This reorganization value was determined based on,
among other things, various valuation methodologies and
projections developed by the Company in connection with the
Chapter 11 reorganization. However, it should be emphasized that
the reorganization value was determined prior to entering into
Chapter 11, and therefore, does not purport to constitute an
appraisal or necessarily reflect the current market value of the
Company as a whole or of its securities or assets, which current
market value (as determined by reference to the trading value of
the Company's shares and publicly held debt) is currently higher
than such estimated reorganization value.

     Comments Relating To Major Balance Sheet Items

  *  The multi-client library has been valued at $429.2
     million.  Third party valuation experts determined the value
     of the multi-client library based on discounted expected cash
     flows for each individual survey.  The Company estimated the
     expected revenue for each survey along with associated direct
     and indirect selling costs.  A variable discount rate
     (ranging from 13 - 18%) was used on each survey to compensate
     for risk factors not considered in estimating future cash
     flows.
     
  *  Property and equipment has been valued at $1,049.1 million,
     including the following main categories:

       -- FPSOs are valued at $710 million, including the value of
          associated contracts.  The FPSOs are included in
          property and equipment at a value of $678.2 million.
          Contract values of $31.8 million are classified as
          intangible assets under other long-term assets.  The
          values of the FPSOs were determined by reference to
          estimates provided by an independent third party
          appraiser.
         
       -- Seismic vessels and equipment are valued at $355.8
          million, (net of a $12.8 million downward adjustment
          representing the amount by which the fair value of
          assets and liabilities exceeded the reorganization
          value).  The values of the seismic vessels and equipment
          were determined by reference to estimates provided by an
          independent third party appraiser.

       -- The Company has revised the estimated depreciable lives
          of several of its vessels.  The depreciable lives of the
          Company's Ramform seismic acquisition vessels and FPSOs
          will, under "fresh start" reporting, be reduced from 30
          to 25 years from the date of delivery as a new build,
          except for Petrojarl 1 which will be depreciated over 30
          years, due to a substantial refurbishment completed in
          2001.

  *  Oil and gas assets are valued at $23.9 million.  The Company
     is still considering whether it should record the fair value
     estimated for oil and gas assets gross of taxes.  This could
     have a significant reclassification effect between oil and
     gas assets and deferred tax liabilities but will not effect
     equity.
     
  *  Other long term assets include the estimated fair value of
     intangible assets ($68.8 million) including: FPSO related
     contracts ($31.8 million); existing technology ($31.6
     million); and order backlog ($5.4 million).  These values
     were determined by reference to estimates provided by
     independent third party consultants.  The FPSO related
     contract values were estimated on an income-based approach
     using discounted cash flow for the valuation of the
     individual contracts, while existing technology was estimated
     based on a combination of an income based royalty approach
     and an avoided cost approach.

  *  Debt and capital lease obligations with a nominal value of
     $1,189.8 million is valued at $1,227.4 million based on
     estimated market values for the Company's publicly held debt.

  *  Other long-term liabilities include an accrual of $46.7
     million representing the present value of additional lease
     payments related to certain defeased financial leases.  Such
     additional rental payments are the consequence of a lower
     Sterling LIBOR than was assumed at the time the leases were
     defeased.  As preciously disclosed, the Company entered into
     certain lease structures from 1996 to 1998 relating to
     Ramforms Challenger, Valiant, Viking, Victory and Vanguard;
     Petrojarl Foinaven; and production equipment of the Ramform
     Banff.  The Company paid funds to large international banks,
     and in exchange, these banks assumed liability for making
     rental payments required under the leases and the lessors
     legally released the Company as obligor of such rental
     payments.  Accordingly, the Company has not recorded any
     capital lease obligations or related defeasance funds in its
     consolidated balance sheets with respect to these leases.  
     This treatment will be re-examined as part of the U.S. GAAP
     2002 and 2003 audits and 2001 re-audit.

  *  Accounts payable and accrued expenses include an accrual of
     $40.6 million representing cash to be distributed to holders
     of the Allowed Class 4 Claims (PGS' former bondholders and
     bank debt holders) as excess cash under the Company's
     Modified First Amended Plan of Reorganization dated October
     21, 2003.  Approximately $18.9 million was distributed in
     December 2003 and the remaining $22.7 million will be
     distributed in April 2004.


            Summary of Changes in Accounting Policies
               Pursuant to "Fresh Start" Reporting

In connection with the Company's adoption of "fresh start"
reporting for financial statement purposes, effective November 1,
2003 the Company has changed certain of its accounting policies.
The changes described below are not intended to represent a
complete description of changes in accounting policies that will
affect the Company's future reporting under U.S. GAAP pursuant to
"fresh start" reporting.

Accounting for steaming and yard stay: The Company previously
deferred expenses incurred in connection with steaming and yard
stay and recognized such amounts as part of the cost of contracts
or multi-client projects, as appropriate. Under "fresh start"
reporting such costs will be expensed as incurred.

Capitalization of costs into multi-client library: The Company
previously capitalized a portion of expenses related to steaming
and yard stay, as well as certain overhead costs related to
permanent local offices. Under "fresh start" reporting such
expenses will not be capitalized, but will be expensed as
incurred. The Company estimates that impact of this change in
policy will reduce the amounts capitalized by 10 to 20%.

Amortization of multi-client library: The Company will continue to
base its amortization of the multi-client library on the sales
forecast method. Under this method, amortization of a survey's
cost is based on the ratio between the cost of a survey and total
forecasted sales for such survey. In applying this method the
Company will categorize its surveys into three amortization
categories with amortization rates of 90%, 75% or 60% of sales
amounts. Each category will include surveys where the remaining
unamortized cost as a percentage of remaining forecasted sales is
less than or equal to the amortization rate applicable to each
category. Further, the Company will amend its policy for minimum
amortization by reducing the maximum amortization period from 8 to
5 years.

Oil and gas assets: The Company previously applied the Full Cost
Method in accounting for oil and gas assets. Under "fresh start"
reporting oil and gas assets will be accounted for using the
Successful Efforts Method.

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services. PGS provides a broad range of seismic- and
reservoir services, including acquisition, processing,
interpretation, and field evaluation. PGS owns and operates four
floating production, storage and offloading units (FPSOs). PGS
operates on a worldwide basis with headquarters in Oslo, Norway.
For more information on Petroleum Geo-Services visit
http://www.pgs.com/  


PETROLEUM GEO: Reports Preliminary Results Under Norwegian GAAP
---------------------------------------------------------------
Petroleum Geo-Services ASA (OTC: PGEOY; OSE: PGS) announced its
unaudited, preliminary results under Norwegian generally accepted
accounting principles ("Norwegian GAAP") for the fourth quarter
and full year 2003.

In light of the Company's continuing delays in reporting 2003
results under U.S. generally accepted accounting principles ("U.S.
GAAP"), the unaudited, preliminary Norwegian GAAP information is
being released to provide information to investors and to satisfy
reporting requirements of the Oslo Stock Exchange.

Generally the results for 2003 showed improvement over 2002 in
terms of revenues, adjusted EBITDA, as defined, and cash flow post
investment, as defined. However, the operating profit and net loss
shown below reflects significant impairment charges in both 2003
and 2002, and in Q4 2003.

   Highlights for 2003 are as follows:

   * Full year 2003 cash flow post investment, as defined,
     increased to $327.2 million from $209.3 million in 2002
     reflecting improved adjusted EBITDA, as defined, and
     significantly reduced cash investment in multi-client
     library.
     
   * For Q4 2003, cash flow post investment, as defined, decreased
     to $63.7 million from $85.4 million in Q4 2002, due to
     reduced cash flow from Marine Geophysical partly offset by
     improved cash flow from Onshore and Pertra.

   * Fourth quarter Marine Geophysical cash flow was negatively
     affected by lower than anticipated late sales in Brazil and
     vessels steaming as well as yard stays, partly offset by
     continued good contract market performance.
     
   * Q4 2003 cash flows for Onshore were improved due to improved
     project management while Pertra cash flows improved due to
     increased production and higher oil price

                   Financial Highlights

   * Q4 revenues of $260.5 million, comparable with Q4 2002

   * Full year adjusted EBITDA, as defined, of $477.7 million up
     $17.2 million from 2002. Q4 adjusted EBITDA, as defined, of
     $99.4 million, down 22% from Q4 2002
     
   * Full-year 2003 cash flow post investment, as defined, of
     $327.2 million, up $117.9 million from 2002. Q4 cash flow
     post investment, as defined, of  $63.7 million, down $21.7
     million from Q4 2002.
     
   * Impairment charges totaling $496.6 million recognized in Q4,
     in line with "fresh start" reporting under U.S. GAAP as the
     Company emerged from Chapter 11 proceedings and as announced
     by the Company on January 23, 2004
     
   * Completed financial restructuring and consummated Chapter 11
     proceedings November 5, 2003. Interest bearing debt reduced
     by $1,283 million
     
   * Arranged $110 million working capital facility in March 2004
     
   * Distributed 1st installment of excess cash of $19.0 million
     in December 2003

   * Changes implemented in accounting policies to increase
     transparency of financial reporting reduces comparability
     between periods

                        Q4 Operations

   * Lower cash flow in Marine Geophysical was caused by reduced
     multi-client late sales, caused by a delay in the
     announcement of the Brazil 6th licensing round terms, and
     significant vessel steaming to start new surveys

   * Onshore showed significant improvement due to improved
     project management

   * Production had stable performance on all fields after
     resolution of Petrojarl Foinaven compressor problem late
     October 2003
     
   * Pertra performing above expectations due to continuing high      
     production volumes and favorable oil prices.  Q4 reported
     adjusted EBITDA, as defined, positively impacted by $13.5
     million downward revision of abandonment obligation

   * Pertra enhanced oil recovery drilling program confirmed
     substantial reserve additions for the field, which could
     result in a significant prolongation for the Petrojarl Varg
     FPSO contract
     
   * The production contract for Ramform Banff was significantly
     amended and improved (subject to approval by Banff and Kyle
     licenses)
     
   * Cost cutting program is on track with substantial cost
     reductions in Marine Geophysical

The full report with tables can be downloaded from the following
link: http://hugin.info/115/R/938213/130201.pdf


PG&E NATIONAL: CL Power Obtains Go-Signal to Set Off Collateral
---------------------------------------------------------------
Before the Petition Date, CL Power Sales Ten, LLC and NEGT Energy
Trading - Power, LP were parties to a Power Supply Agreement,
dated as of March 5, 1999, pursuant to which ET Power provided
power to CL Power.  Subsequently, ET Power ceased performing
under the Supply Agreement on the Petition Date.  CL Power
asserted $15,000,000 in damages resulting from ET Power's failure
to perform under the Supply Agreement.

                      The Cash Collateral

The ET Debtors parent, PG&E Corporation, entered into a
Guarantee, dated as of March 5, 1999, in favor of CL Power.  
Under the Guarantee, PG&E Corp. guaranteed ET Power's performance
under the Supply Agreement.  On January 3, 2001, by Assignment
and Assumption Agreement, NEGT Energy Trading Holdings
Corporation assumed and agreed to perform, discharge and observe
all the obligations of PG&E Corp. arising out of the Guarantee.  
Moreover, ET Holdings provided a $4,000,000 cash collateral to
secure the performance of ET Power under the Supply Agreement.

Consequently, CL Power asserted a $15,000,000 claim against ET
Holdings for damages resulting from the same failure by ET Power
to perform under the Supply Agreement, pursuant to the Guarantee
and the Assignment and Assumption Agreement.  CL Power sought the
Court to lift the automatic stay so it may set off the $4,000,000
Cash Collateral against its $15,000,000 prepetition claim against
ET Power and ET Holdings.

Michael D. Colglazier, Esq., Hogan & Hartson, LLP, in Baltimore,
Maryland, told the Court that, in accordance with In re The
Bennett Funding Group, Inc., 146 F.3d at 140-41, where a party
has a valid set-off right -- where the amount of the debt exceeds
the amount due to the estate in refunds -- good cause exist to
lift the automatic stay to permit set-off.  Furthermore, in In re
Davidson Lumber Sales, Inc., 66 F.3d 1560, 1569 (10th Cir. 1995)
"if the right to set off will not substantially interfere with
the debtor's reorganization effort and has been obtained in good
faith, equitable consideration favor lifting the automatic stay
to allow setoff."  Section 362(d)(2) of the Bankruptcy Code also
allows relief from the stay if the debtor has no equity in the
property and the property is not necessary to an effective
reorganization.

According to Mr. Colglazier, it is undisputed CL Power has a valid
claim in excess of $4,000,000.  ET Power's and ET Holding's debt
to CL Power, therefore, is greater than the amount of the Cash
Collateral.

Due to ET Power's breach of the Supply Agreement, CL Power
obtained power from alternative sources at prices greater than
what it would have paid under the Supply Agreement.  

Accordingly, Judge Mannes signs a consent order lifting the
automatic stay to permit CL Power Sales Ten, LLC to set off its
$4,000,000 cash collateral under a Power Supply Agreement against
its $15,000,000 prepetition claims against NEGT Energy Trading
Holdings Corporation's and NEGT ET - Power, LP.

ET Holdings and ET Power consent to the request because the value
of CL Power's claims exceeds the value of the Cash Collateral.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates  
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.  
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
17; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PURE FISHING: Moody Assigns Low-B Level Debt Ratings
----------------------------------------------------
Moody's Investors Service rates the Pure Fishing's $205 million
senior secured revolver and Term Loan B to B1, the company's $12
million second lien term loan to B2, and assigns a B1 to the
senior implied rating.

The current ratings acknowledges Pure Fishing's portfolio of
established brands, stable historical operating performance, and
key retailers relationships. The ratings reflect the company's
weak balance sheet and high leverage, a vigorous retail
environment, and the probability of future leverage due to growth
led by acquisition combined with low organic growth prospects.

The rating outlook is stable.

                      Ratings Assigned:

        B1 - $45 million revolving credit facility, due 2009
        B1 - $160 million Term Loan B, due 2011
        B2 - $12 million Second Lien Term Loan, due 2011
        B1 - Senior implied rating
        B3 - Senior unsecured issuer rating

Moody's does not rate $23.3 million in mezzanine debt remaining
after the transaction.

Proceeds will be employed to refinance existing $120.6 million
revolver and Term Loan B borrowings, repay $34.9 million bridge
equity for the the Stren fishing line brand acquisition, replace
$12 million in mezzanine debt, and pay an estimated $4.5 million
in fees.

The ratings are constrained by its high leverage comparative to
earnings, negative equity on its weak balance sheet, low category
growth rates, and business pressures from a consolidating retail
environment. Acquisition in branded fishing tackle category may
lead to revenue growth, and could increase the risk profile of the
company assuming that realization of anticipated synergies would
be difficult and that large, debt financed transactions could
significantly raise effective leverage. Moody's observes the
procurement of Stren was at a fully priced multiple of EBITDA. The
ratings consider the probable increased leverage to fund dividends
to pay the company's private equity owners in the future. Further
risk factor is added in the company's ratings due to foreign
currency sales accounting to almost 40% of the revenue, taking
into consideration that the debt of Pure Fishing is wholly U.S.
dollar  denominated.

The company's ratings are sustained by its portfolio of
established brands, including Berkley, Abu Garcia, Mitchell,
Fenwick and Stren. Positive rating factors include the extensive
margins of the company's products, its consistent financial
performance, and the fishing product's steady demand. Pure
Fishing, sells into a increasingly consolidating retail
environment, with mass and discount retailers such as Wal-Mart
absorbing a mounting percentage of total industry sales. Retail
consolidation lowers suppliers' pricing flexibility because of
competitive shelf space. Pure Fishing will have continued growth
with retailers due to long-time relationships among mass
merchandisers, such as Wal-Mart, its competitive brands, as well
as the requisite logistics infrastructure.

The stable outlook ratings, to a limited extent, provides some
cushion for increased leverage from small acquisitions and assumes
some preliminary deleveraging from free cash flow. The ratings
would be pressured downwards by Debt-financed acquisitions raising
effective leverage nearer to 5x Debt/EBITDA, or returns achieved
depending on the realization of synergies, as well as Pure
Fishing's equity owners' debt financed dividends.

Retailer concentration and the company's acquisition appetite,
upside ratings potential is limited, requiring a less aggressive
growth strategy, lower leverage, and strengthening the company's
position with retailers due to low organic growth characteristics
of the industry.

Pure Fishing will have 2/29/04 pro forma funded debt of $200.3
million, including $23.3 in mezzanine debt remaining after the $12
million refinanced in the current transaction.

Total debt to EBITDA would be 4.77x, high but suitable for the
rating level based on pro-forma 12/31/03 EBITDA of $42 million.
Pro forma EBIT coverage of interest of 2.7x is also appropriate
for the rating category. Moody's expects an estimated $4.5 million
free cash flow available for debt reduction during 2004,taking
into consideration an earn-out payment to Pure Fishing's original
owners from company cash flow amounting to $5 million, plus the
impact of inventories acquired from the Stren business. The
estimated $9.5 million free cash flow, excluding the earn-out
payment, represent only 5% of total debt. This implies a limited
deleveraging ability absent improvements in operations or working
capital accounts.

The $45 million revolving credit provides suficient liquidity
to cover the estimated $15mm annual peak to trough working capital
swings of the business. If the covenant levels of the finalized
new senior secured credit facilities fail to give the company a
suitable covenant cushion, the ratings could be negatively
impacted.

The revolver and First Lien Term Loan represent the majority of
the company's debt, lead to a B1 senior implied rating because
weak asset coverage measures are inadequate to warrant rating
upgrade. Assuming a fully drawn revolver, on an asset coverage
basis, total recovery depends on intangible balance sheet value
realization in excess of book value. On an enterprise sale basis
based on a multiple of EBITDA, a multiple nearing 5x is essential
to completely cover the facility, with higher multiples needed in
distressed EBITDA situations.

The second lien term loan, downgraded from the senior implied
rating to one level, reflects the steep multiple of EBITDA needed
to return any capital to creditors in a distressed scenario. In a
liquidation scenario, asset coverage would be negligible for the
second lien loan. To finance the take-out of the outstanding $23.3
million mezzanine debt, the second lien term loan may be raised in
the future. This would dilute the security package of the second-
lien loan, but will have a negligible effect on overall leverage
and may probably lessen the company's overall interest expense.
Such transactions will unlikely trigger a change in the company's
ratings.

The first and second lien facilities are secured by a first and
second priority pledges, respectively, of the company's stock,
tangible and intangible assets, together with the recently
purchased facilities, and 65% of foreign subsidiaries assets
representing approximately 35% of total assets following the Stren
acquisition.

Pure Fishing is expected to have annual revenues of approximately
$270 million after the acquisition of Stren. The company is
headquartered in Spirit Lake, Iowa.


QUINTEK: Names Senior Sales Executive Bob Brownell as President
----------------------------------------------------------------
Quintek Technologies, Inc. (OTCBB:QTEK) has named Robert Brownell
to serve as its President. Brownell will be responsible for
expanding Quintek's sales staff and assisting the Company in
developing new lines of business.

Brownell brings over 25 years of industry sales and management
experience to Quintek. His primary goal will be to recruit and
organize a highly talented team of sales professionals to
positively impact revenues from new lines of business.

Most recently, Brownell served as Senior Vice President, of
ImageMax, Inc, (OTCBB:IMAG) directing their Western Region sales
and production efforts generating roughly $15 million per year.
Brownell also led and assisted with negotiations between ImageMax
and a number of strategic partners that supported sales, offshore
BPO, VARS and integrators. Brownell has also served as Regional
Vice President for LASON Systems, Inc., a $500 million dollar
international sales organization. Prior to LASON, Brownell was
Vice President of Worldwide Channel Sales for Document Control
Solutions, Inc., where he was responsible for directing the
company's sales and marketing, administrative infrastructure,
project managers and sales engineers. Brownell was previously
named FileNet Dealer-of-the-Year for exceeding assigned quota in
the Southwest Region.

Robert Steele, Quintek chairman and CEO commented, "We chose Bob
Brownell as our new President because he has demonstrated his
commitment to continuous innovation in providing high-quality
products and services to our industry and he shares our vision as
to the changing needs of our customers and our market." Steele
added, "He also has experience directly relevant to our growth
strategy. Previously in his career, he has successfully been
involved in executing similar growth strategies. With Bob as a
part of our team, we feel that we will be uniquely positioned to
respond to trends and customer requirements that our competitors
may be missing."

Andrew Haag, Quintek's CFO stated, "Quintek has spent the past
year positioning itself for its business expansion efforts. We
have attracted solid financing partners, rekindled and expanded
dealer relationships and added new products and services. Haag
further commented, "Over the past few months Quintek has worked
with a number of its advisors and consultants, having considered
many opportunities to expand our revenues. We are highly confident
that Mr. Brownell will be a key figure in ramping up our sales
efforts while we continue on the path toward rapid growth and
profitability."

                        About Quintek

Quintek is the only manufacturer of a chemical-free desktop
microfilm solution. The company currently sells hardware, software
and services for printing large format drawings such as blueprints
and CAD files (Computer Aided Design), directly to microfilm.
Quintek does business in the content and document management
services market, forecast by IDC Research to grow to $2.4 billion
by 2006 at a combined annual growth rate of 44%. Quintek targets
the aerospace, defense and AEC (Architecture, Engineering and
Construction) industries. Quintek's printers are patented, modern,
chemical-free, desktop-sized units with an average sale price of
over $65,000. Competitive products for direct output of computer
files to microfilm are more expensive, large, specialized devices
that require constant replenishment and disposal of hazardous
chemicals.

The company's June 30, 2003, balance sheet discloses a total
shareholders' equity deficit of about $1.3 million.


RADNET MANAGEMENT: S&P Rates Corp. Credit & Sr. Unsec. Notes at B
-----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to diagnostic imaging services provider RadNet
Management Inc., the operating subsidiary of publicly traded
Primedex Health Systems Inc. At the same time, Standard & Poor's
assigned its 'B' debt rating to RadNet's proposed $150 million
senior unsecured notes due in 2012.

Because of the interdependence and common ownership among
Primedex, RadNet, and Beverly Radiology Medical Group (the
unrated, long-term provider for most of RadNet's professional
staffing), Standard & Poor's views all three companies as a
consolidated entity for rating purposes. In addition, because less
than 15% of consolidated assets are encumbered by secured debt,
RadNet's senior unsecured debt rating in the wake of the
transaction is the same as its corporate credit rating.

Pro forma for the transaction, the combined entity will have $167
million of debt outstanding.

The outlook is stable.

"The low-speculative-grade ratings reflect RadNet's operating
concentration in a single business line, as well as its
considerable dependence on a loosely affiliated entity, Beverly
Radiology, for its professional staffing," said Standard & Poor's
credit analyst Jill Unferth. The ratings also reflect RadNet's
vulnerability to third-party reimbursement policies, its
vulnerability to the limitations of capitated managed-care
contracts, its high debt leverage, and its relatively limited
liquidity position. However, several factors partly mitigate these
risks, including the expectation that the company will see high
single-digit demand growth due to the aging of the population.
Other positive factors include expanded applications for medical
imaging, and the fact that imaging can limit overall health care
costs. The company also has no near-term debt maturities, and its
ratings furthermore benefit from above-average operating margins,
an efficient operating structure, and good payor relationships.

Los Angeles, California-based RadNet provides diagnostic imaging
services through a midsize network of 55 fixed-site outpatient
facilities in California. Twenty-five of the facilities are multi-
modality, offering some combination of magnetic resonance imaging,
computed tomography, positron emission tomography, nuclear
medicine, mammography, ultrasound, diagnostic radiology, X-ray,
and fluoroscopy. Thirty sites are single-modality, offering just
X-ray or MRI. Revenues are diversified among managed-care
organizations (56%), other insurers (20%), Medicare (13%), Medi-
Cal (2%), and workers compensation and various direct payors. Blue
Cross/Blue Shield affiliates represent 12% of net revenues, and
capitated contracts represent 22%. Non-Medicare payors generally
provide reimbursement at rates comparable to Medicare, which
recently raised imaging reimbursement by 1.5% for both 2004 and
2005.


SHAW GROUP: Obtains PacifiCorp Contract to Build Utah Power Plant
-----------------------------------------------------------------
The Shaw Group Inc. (NYSE: SGR) announced that its subsidiary,
Stone & Webster, Inc., was awarded a $170 million contract by
PacifiCorp, a subsidiary of ScottishPower (NYSE: SPI)(LSE: SPW),
to provide engineering, procurement and construction (EPC)
services for a 525-megawatt combined-cycle natural gas power plant
near Mona, Utah. The project, called Currant Creek, is located
about 75 miles south of Salt Lake City.

"The Currant Creek project demonstrates our focus on key markets,
strategic clients and strong, viable projects. We are pleased to
assist PacifiCorp in providing comprehensive power services to
this supply constrained region," stated Michael P. Childers,
President of Shaw's Engineering, Construction and Maintenance
division. "This new contract validates Shaw's strong competitive
position in the new power generation market and our ability to
respond to the diverse needs of our customers with our vertically
integrated services."

In addition to providing EPC services for the Currant Creek
project, the Company plans to fabricate piping systems and
modular components at its nearby fabrication facility in
Clearfield, Utah. PacifiCorp will procure the major equipment for
the project, which has begun limited construction pending
completion of the full air quality permitting process.

Through its Stone & Webster subsidiary, Shaw's relationship with
PacifiCorp spans more than 30 years and includes engineering and
construction services for new coal-fired generation facilities as
well as emissions control projects.

PacifiCorp is one of the lowest-cost electricity producers in the
United States, providing more than 1.5 million customers with
reliable, efficient energy. The company works to meet growing
energy demand while protecting and enhancing the environment.
PacifiCorp has more than 8,300 megawatts of generation capacity
from coal, hydro, renewable wind power, gas-fired combustion
turbines and geothermal. PacifiCorp operates as Utah Power in
Utah and Idaho; and as Pacific Power in Oregon, Wyoming,
Washington and California.

The Shaw Group Inc. is a leading provider of consulting,
engineering, construction, remediation and facilities management
services to government and private sector clients in the
environmental, infrastructure and homeland security markets. Shaw
is also a vertically integrated provider of comprehensive
engineering, consulting, procurement, pipe fabrication,
construction and maintenance services to the power and process
industries worldwide. The Company is headquartered in Baton
Rouge, Louisiana and employs approximately 15,000 people at its
offices and operations in North America, South America, Europe,
the Middle East and the Asia-Pacific region. Additional
information on The Shaw Group is available at www.shawgrp.com.

                         *    *    *

As reported in the Feb. 10, 2004, issue of the Troubled Company
Reporter, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating and its other ratings on The Shaw Group
Inc. At the same time, Standard & Poor's revised the outlook on
the company to negative from stable.

"The outlook revision reflects the fact that profitability and
cash flow generation for fiscal 2004 ending August will be weaker
than previously anticipated, because of continuing challenges on a
few problem projects, reduced expectations of asset divestitures,
and weakness in the higher margin pipe manufacturing operation,"
said Standard & Poor's credit analyst Heather Henyon.

As a result, it is unlikely that Shaw will be able to meet
Standard & Poor's expectations of total debt to EBITDA of 2.5-3x
and EBITDA to interest coverage in the 3x area in 2004. However, a
growing backlog of more steady environmental and infrastructure
projects may enable the company to achieve an acceptable credit
profile in the intermediate term.


SKILL HOLDINGS: S&P Assigns B+ Corp. Credit & Bank Loan Ratings
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Cayman Island-based SKILL Holdings L.P.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating, as well as a recovery rating of '3' to SKILL's US$140
million senior secured credit facilities. The recovery rating
indicates that the secured credit facility lenders can expect a
meaningful (50%-80%) recovery of their principal in the event of
default. The credit facility includes a US$120 million secured
term loan due 2009 and a US$20 million secured revolving facility
due 2008. The ratings outlook is stable.

Proceeds from the term loan will be used to help finance the
US$249 million acquisition by American Capital Strategies Ltd. of
a portion of ZS Cayman Holdings L.P.'s stake in Sanda Kan
Industrial Ltd. (Sanda Kan) and Life-Like Products LLC (Life-
Like). SKILL, the holding company of Sanda Kan and Life-Like, is
50%-owned by American Capital Strategies and 50%-owned by ZS
Cayman Holdings and management. Hong Kong-based Sanda Kan
manufactures model trains, train sets, and accessories. Baltimore,
Maryland-based Life-Like manufactures consumer and industrial foam
products and distributes model trains and electric racing cars.
Pro forma for the transaction, total debt was $183 million as of
Dec. 31, 2003.

"The ratings reflect SKILL's high debt leverage, Life-Like's
exposure to the competitive and fragmented U.S. foam products
market, as well as the need to generate increasing discretionary
cash flow over the intermediate term to service rising bank debt
maturities," said Standard & Poor's credit analyst Hal Diamond.
"These weaknesses are somewhat offset by Sanda Kan's niche
position in the model train manufacturing market, consistent
operating performance, and SKILL's good discretionary cash flow
generation," Mr. Diamond added.


SHEEHAN MEMORIAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sheehan Memorial Hospital
        425 Michigan Avenue
        Buffalo, New York 14203

Bankruptcy Case No.: 04-11548

Type of Business: The Debtor operates a hospital that provides
                  both in-patient and out-patient services.

Chapter 11 Petition Date: March 8, 2004

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: David D. MacKnight, Esq.
                  Lacy, Katzen, et al.
                  130 East Main Street
                  Rochester, NY 14604
                  Tel: 585-454-5650

Total Assets: $2,000,000

Total Debts:  $1,969,756

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Internal Revenue Service                   $700,000
111 West Huron Street
Buffalo, NY 13202

Niagara Mohawk                             $682,086
300 Erie Blvd. W.
Syracuse, NY 13252

Hbo & Company                              $455,201
P.O. Box 98347
Chicago, IL 60693

Special Care Hospital Management Corp.     $236,071

Bell Atlantic                              $193,259

CPSI                                       $174,619

Twin City Phys Group, PC                   $163,320

Quest Diagnostics                          $152,827

Health Facility Assess FD                  $151,058

Verizon                                    $138,978

Rural Metro Ambulance                      $125,658

BlueCross/Blue Shield                      $113,891

HANYS                                      $102,185

Community Bank                              $90,368

NYS Unemployment Insurance                  $84,370

True Walsh & Miller                         $80,960

Medquist, the MRC Group                     $68,736

Cardinal Health, Inc.                       $66,641


SOUTHWEST ROYALTIES: S&P Withdraws Credit & Senior Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Southwest Royalties Inc. (CCC/Stable/--) The ratings affected
include Southwest Royalties' corporate credit rating and the
rating on the company's 10.5% senior notes due October 2004, of
which there were less than $10 million outstanding as of
Dec. 31, 2003.


STATEN ISLAND UNIV.: Fitch Cuts Rating on $49.4MM Bonds to BB+
--------------------------------------------------------------
Fitch Ratings has downgraded approximately $49.4 million of Staten
Island University Hospital's bonds to 'BB+' from 'BBB-'. The
Rating Outlook is Negative.

The rating downgrade is due to SIUH's ongoing regulatory issues
and declining financial performance. Fitch is concerned about the
current investigations at SIUH, which include the attorney
general's office and possibly the Office of Inspector General.
Investigations by the attorney general's office began in February
2002 and resulted in SIUH having to close its Chaps clinics. Of
the 463 clinics, SIUH closed 250 clinics in 2002 and the remainder
in 2003. The revenue associated with the clinic closings in fiscal
2003 totaled $19 million. In addition, the attorney general's
investigation uncovered more serious issues regarding SIUH's
graduate medical education funding. The magnitude of the impact is
unknown at this time and Fitch expects SIUH's financial
performance to be pressured over the short term as other previous
management activities may arise.

SIUH's operating profitability has declined to breakeven in fiscal
2003 (draft audit) from a 1.7% operating margin in fiscal 2002.
The liquidity cushion remains very thin with 33.1 days' cash on
hand at Dec. 31, 2003. SIUH is operating close to its liquidity
covenants in the bond documents, which is 26 days' cash on hand in
fiscal 2003 and 30 days' in fiscal 2004. Debt service coverage was
1.5 times in fiscal 2003.

Credit positives remain SIUH's strong market share and affiliation
with North Shore Long Island Jewish Health System (NSLIJ). SIUH
maintains a leading market share of approximately 65%, which has
increased from three years ago. Fitch values SIUH's affiliation
with NSLIJ (rated 'A-' by Fitch) highly and believes the
affiliation is beneficial for both parties. NSLIJ lends
significant resources in terms of managed care contracting, joint
planning, group purchasing, and insurance. In light of current
regulatory issues, Fitch views the affiliation as an important
credit strength, as NSLIJ's management team has been more involved
in assisting the organization. There has been no monetary support
from NSLIJ to SIUH yet and it remains to be seen if this will
occur at a later date.

Fitch's rating outlook is negative due to the uncertainty and
timing surrounding the current investigations. The magnitude of
the outcome is unknown and the impact on the financial position of
SIUH cannot be determined at this time. Fitch believes SIUH's
financial profile may be pressured in the near term, which may
result in bond covenant violations. Fitch has requested management
to inform Fitch when new developments with the regulatory
investigations occur.

SIUH is a 694-staffed-bed hospital with three campuses located in
Staten Island, NY, one of the five boroughs comprising New York
City. SIUH had total operating revenue of $584 million in fiscal
2003. SIUH covenants to provide quarterly disclosure to Fitch and
bondholders. Disclosure to Fitch has been good. The fiscal 2003
audit is expected to be finalized in a month.

Outstanding debt

-- $17,200,000 New York City Industrial Development Agency civic
   facility revenue bonds (Staten Island University Hospital
   Project), series 2002C;

-- $12,160,000 New York City Industrial Development Agency civic
   facility revenue bonds (Staten Island University Hospital
   Project), series 2001A;

-- $20,000,000 New York City Industrial Development Agency civic
   facility revenue bonds (Staten Island University Hospital
   Project), series 2001B.


THOMPSON PRINTING: US Trustee to Meet with Creditors on April 7
---------------------------------------------------------------
The United States Trustee will convene a meeting of Thompson
Printing Co., Inc.'s creditors at 12:00 p.m., on April 7, 2004 at
the Office of the U.S. Trustee, Raymond Boulevard, One Newark
Center, Suite 1401, Newark, New Jersey 07102-5504.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

The Court also fixes July 6, 2004, as the deadline for all non-
governmental creditors to file their proofs of claims against the
Debtor's estate.  

Headquartered in West Caldwell, New Jersey, Thompson Printing Co.,
Inc., is in the business of printing high end brochures for
Fortune 500 companies, among others.  The Company filed for
chapter 11 protection on March 4, 2004 (Bankr. N.J. Case No. 04-
17330).  Richard Trenk, Esq., at Booker, Rabinowitz, Trenk,
Lubetkin, Tully, DiPasquale & Webster, P.C., represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $603,508 in assets and
$6,467,533 in debts.


TONAWANDA ISLAND: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Tonawanda Island Marine Development Corp.
        28 Red Maple Court
        Amherst, New York 14228

Bankruptcy Case No.: 04-10994

Chapter 11 Petition Date: February 17, 2004

Court: Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Gina M. Guzman, Esq.
                  Gregory Pope & Assoc.
                  247 East Avenue
                  Lockport, NY 14094
                  Tel: 716-433-4881

Total Assets: $1,328,007

Total Debts:  $1,133,075

The Debtor did not file a list of its 20-largest creditors.


TOWER RECORDS: Successfully Emerges From Chapter 11 Bankruptcy
--------------------------------------------------------------
Music retailer Tower Records emerged from bankruptcy on Monday
with its creditors owning 85 percent of the company, its debt
newly trimmed by $80 million and a last hurdle cleared on the way
to selling itself, the Associated Press reported. The store chain
completed the process in near-record time, resurrecting itself
only 35 days after filing for a chapter 11 reorganization in the
U.S. Bankruptcy Court in Wilmington, Delaware.

"The effective date will be set shortly, but for all practical
purposes, this is the last hearing," said Tower spokeswoman Maya
Pogoda. A group of creditors led by London-based Barclays Bank,
and including Highland Capital Management of Dallas, AIG Global
Investment Corp. of New York and MW Post Advisory Group in Los
Angeles now runs Tower Records, which is being marketed for sale
by Los Angeles investment banker Lloyd Greif. Under terms of the
restructuring, Tower's founder Russ Solomon and other family
members who started and ran the privately held company will retain
15 percent ownership, the newswire reported. (ABI World, Mar. 16)


TXU CORPORATION: NY Court Issues Favorable Ruling in Stock Suit
---------------------------------------------------------------
TXU Corp. (NYSE: TXU) announced that the Supreme Court of the
State of New York, County of New York, granted TXU's motion to
dismiss a lawsuit filed against TXU by purported beneficial owners
of approximately 39 percent of certain TXU equity-linked
securities issued in October 2001.

In the opinion, the Court held that TXU's European subsidiary is
not TXU's "property". As a result, the termination event and event
of default alleged by the plaintiffs have not occurred. The
plaintiffs have the right to file an appeal of this decision.
However, TXU believes the claims are completely without merit.

The lawsuit was filed on October 9, 2003, alleging that a
termination event had occurred under the equity-linked securities
and that the plaintiffs are not required to buy common stock under
the common stock purchase contracts. The lawsuit also alleged that
an event of default had occurred under the terms of the related
notes. The common stock purchase contracts that are a part of
these securities require the holders to buy TXU common stock on
specified dates in 2004 and 2005.

TXU is a major energy company with operations in North America and
Australia. TXU manages a diverse energy portfolio with a strategic
mix of over $31 billion of assets. TXU's distinctive business
model for competitive markets integrates generation, portfolio
management, and retail into one single business. The regulated
electric and natural gas distribution and transmission businesses
complement the competitive operations, using asset management
skills developed over more than one hundred years, to provide
reliable energy delivery to consumers and earnings and cash flow
for stakeholders. In its primary market of Texas, TXU's portfolio
includes 19,000 megawatts of generation and additional contracted
capacity with a fuel mix of coal/lignite, natural gas/oil, nuclear
power and wind. TXU serves more than five million customers in
North America and Australia, including 2.6 million competitive
electric customers in Texas where it is the leading energy
retailer. Visit http://www.txucorp.com/for more information.


UNITED AIRLINES: Taps Mayer Brown as Special Litigation Counsel
---------------------------------------------------------------
United Airlines Inc. and its debtor-affiliates seek the Court's
authority to employ Mayer, Brown, Rowe & Maw as special litigation
counsel, nunc pro tunc to January 1, 2004, to represent:

   (1) UAL Loyalty Services in claims litigation with OurHouse;

   (2) United BizJet Holdings in an adversary proceeding against
       Gulfstream Aerospace for $50,000,000;

   (3) United Air Lines in litigation with seven $100,000 claims
       filed by six co-plaintiffs in a class action lawsuit in
       the Circuit Court of Cook County, designated Kevin Conboy,
       et al. v. United Airlines, Inc., Case No. 00 CH 11742; and

   (4) UAL Corporation in its objection to a $6,000,000 claim
       arising from a putative class action filed in the Circuit
       Court of Cook County styled Richard Dorazio, et al. v. UAL
       Corporation, Case No. 01 L 10592.

In addition, Mayer Brown will provide legal services to the
Debtors as an ordinary course professional.  Since the Petition
Date, Mayer Brown has billed $2,537,580 in legal fees and
$153,592 in expenses.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
Mayer Brown has extensive experience in advising the Debtors and
is intimately familiar with the complex legal issues the Debtors
face.  The costs of duplication and interruption to obtain
substitute legal counsel would be harmful to the Debtors and
their estates.  The Debtors expect Mayer Brown to continue to
provide ordinary course services connected to ongoing business
operations that do not involve administration of the Chapter 11
Cases.

Upon Court approval of its engagement, Mayer Brown will waive and
release all prepetition claims against the Debtors for unpaid
legal services, which total $843,000.  This demonstrates that
Mayer Brown does not hold an interest materially adverse to the
Debtors or their estates.

Mayer Brown will be compensated in accordance with its customary
hourly rates:

                  Attorneys          $210 - 705
                  Paralegals           75 - 210

Before the Petition Date, Mayer Brown has been paid $1,261,642 in
fees and expenses for its prepetition services.  In the 12-month
period preceding the Petition Date, Mayer Brown received
$4,600,000 in compensation from the Debtors.

Mr. Sprayregen assures Judge Wedoff that Mayer Brown is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


UNITY WIRELESS: Discloses Two Executive Appointments
----------------------------------------------------
Unity Wireless Corporation (OTCBB: UTYW; Germany: WKN#924385), a
developer of wireless subsystems and power amplifiers, announced
the promotions of Mark Finlay to the position of Director of
Engineering and Shimon Yaffe to the position of Director of Global
Supply and Quality Assurance.

Mark Finlay joined Unity Wireless in 2002 as a Senior RF
Engineer, and was later appointed Engineering Group Leader.
Before joining Unity Wireless, Mark had over 14 years of
experience in roles ranging from RF research and design to the
management and implementation of wireless infrastructure products
for international clientele. He holds a Bachelor of Applied
Science from the University of British Columbia.

"I look forward to the additional responsibilities in our
management team and to seeing to it that our customers get the
most possible support from our engineering group," said Mr.
Finlay. "We are expanding our engineering team as part of this
process."  

Shimon Yaffe has most recently been responsible for Unity's
partnerships with service providers, component suppliers and
contract manufacturers helping to build a solid foundation for
the Company's quality assurance initiatives. Since receiving his
degree in Industrial Management Engineering from Israel's
Institute of Technology (Technion) in 1987, Mr. Yaffe has held
prior positions within the technology industry from production
supervisor through to production manager and chief operating
officer roles.  

Mr. Yaffe noted, "We are experiencing greater recognition in the
marketplace with tier-one customers around the world and will
work hard to continue to produce and deliver quality products
that consistently meet and exceed our customer's expectations."

About Unity Wireless -- http://www.unitywireless.com/  

Unity Wireless is a leading developer of integrated wireless
subsystems and Smart Power Amplifier technology. The Company's
single-carrier and multi-carrier power amplifier products deliver
world-class efficiency and performance with field-proven quality
and reliability in thousands of base stations and repeaters
around the world.  

Unity Wireless' June 30, 2003, balance sheet shows a working
capital deficit of about $338,000.


WESTERN GAS: Will Redeem Remaining Preferred Shares on April 20
---------------------------------------------------------------
Western Gas Resources, Inc. (NYSE: WGR) announced it has called
for redemption all remaining outstanding shares of its $2.625
Cumulative Convertible Preferred Stock, $0.10 par value, less any
shares called for redemption which have been converted by the
holders thereof prior to the Redemption Date, as defined below.

The redemption date of the Preferred Stock will be April 20, 2004,
and the redemption price will be $50.00 per share of Preferred
Stock, plus accrued and unpaid dividends, up to, but excluding,
the Redemption Date (i.e., the total redemption price will be
$50.467 per share of Preferred Stock). The redemption of the
Preferred Stock is being effected pursuant to Section 5 of the
Certificate of Designation of the Preferred Stock.

Holders of Preferred Stock being redeemed (apart from any other
disposition of such stock) may elect to convert their shares of
Preferred Stock into whole shares of common stock, par value $.10
per share, together with the Series A Junior Participating
Preferred Stock purchase rights associated therewith (such common
stock, together with such associated rights, being hereinafter
referred to as the "Common Stock") prior to the close of business
on April 19, 2004 (the "Conversion Election Deadline"), at a
conversion price per share of Common Stock of $39.75, surrender
their Preferred Stock called for redemption at the total
redemption price of $50.467 per share, or convert a portion and
redeem a portion of the Preferred Stock called for redemption.

As of March 12, 2004, a total of 1,247,691 shares of the Preferred
Stock were outstanding. If all holders elect to convert the entire
portion of the Preferred Stock subject to mandatory redemption
rather than being redeemed, the Company as a result of such
conversion would issue approximately 1,569,423 shares of Common
Stock. If holders of Preferred Stock do not elect to convert any
of the shares of Preferred Stock subject to redemption, the total
cost to the Company of redeeming the remaining outstanding shares
of Preferred Stock would be approximately $62.4 million.

On or before the Redemption Date, the funds necessary for the
redemption of the remaining outstanding shares of Preferred Stock,
less any shares called for redemption which have been converted by
the holders prior to the Redemption Date, will have been set aside
by the Company in trust for the benefit of the holders thereof.
Subject to applicable escheat laws, any moneys set aside by the
Company and unclaimed at the end of two years from the Redemption
Date will revert to the general funds of the Company, after which
reversion the holders of the shares of the Preferred Stock called
for redemption may look only to the general funds of the Company
for the payment of the Redemption Price.

Shares of Preferred Stock surrendered for conversion into Common
Stock prior to the close of business on the next dividend payment
record date of March 31, 2004 will not be eligible to receive the
dividend payment payable on the corresponding dividend payment
date of May 15, 2004. However, if holders of shares of Preferred
Stock that have been called for redemption were the holders of
record on the March 31, 2004 dividend payment record date and
elect to convert such shares after the March 31, 2004 dividend
payment record date but before the Conversion Election Deadline,
such holders will be entitled to receive the regular dividend
payment for the dividend period ending May 15, 2004,
notwithstanding such conversion.

The reported last sale price of the Common Stock on the New York
Stock Exchange on March 15, 2004, was $50.30 per share. As long as
the market price of the Company's Common Stock remains at or above
$39.75 per share, the holders of Preferred Stock who elect to
convert, provided such conversion is after the next dividend
payment record date for the Preferred Stock of March 31, 2004,
will receive upon conversion Common Stock and dividends on the
next preferred dividend payment date of May 15, 2004, having a
greater current market value than the amount of cash receivable
upon redemption. Shares of Common Stock received upon conversion
will be eligible to receive dividends, if any, declared in
relation to Common Stock for all shares of Common Stock held as of
the record date for such Common Stock dividend.

Notwithstanding that any certificates representing the Preferred
Stock called for redemption have not been surrendered for
cancellation, on and after the Redemption Date such Preferred
Stock will no longer be deemed to be outstanding, dividends on
such Preferred Stock will cease to accrue, and all rights of the
holders in respect of such Preferred Stock being redeemed,
including the conversion rights, will cease, except for the right
to receive the Redemption Price, without interest thereon, upon
surrender of the Certificates.

Shares of the Preferred Stock called for redemption or conversion
are to be surrendered to EquiServe Trust Company, N.A., as
redemption and conversion agent, for payment of the Redemption
Price or conversion into shares of Common Stock, by mail, by hand
or by overnight delivery at the addresses set forth in the letter
of transmittal that will accompany the notice of redemption.
Questions relating to, and requests for additional copies of, the
notice of redemption and the related materials should be directed
to EquiServe Trust Company, N.A., at 800-736-3001.

The Company will also apply to the New York Stock Exchange for
delisting of the Preferred Stock, effective on the Redemption Date
or shortly thereafter.

Western is an independent natural gas explorer, producer,
gatherer, processor, transporter and energy marketer providing a
broad range of services to its customers from the wellhead to the
sales delivery point. The Company's producing properties are
located primarily in Wyoming, including the developing Powder
River Basin coal bed methane play, where Western is a leading
acreage holder and producer, and the rapidly growing Pinedale
Anticline. The Company also designs, constructs, owns and operates
natural gas gathering, processing and treating facilities in major
gas-producing basins in the Rocky Mountain, Mid-Continent and West
Texas regions of the United States. For additional Company
information, visit its web site at http://www.westerngas.com/

As reported in the Troubled Company Reporter's February 26, 2004
edition, Western Gas Resources, Inc.'s outstanding credit ratings
have been affirmed by Fitch Ratings as follows:

        -- Senior unsecured debt rating 'BBB-';
        -- Senior subordinated notes 'BB+';
        -- Preferred stock 'BB'.

In addition, Fitch has assigned a 'BBB-' rating to WGR's $300
million revolving credit facility due April 2007. The Rating
Outlook is Stable.

WGR's ratings reflect the core competencies of its natural gas
midstream operations and growing Rocky Mountain natural gas
exploration and production (E&P) unit. In addition, the Stable
Rating Outlook incorporates WGR's improved balance sheet profile
and the expectation that consolidated credit measures will remain
consistent with WGR's ratings even under a stressed commodity
price environment.


WHEELING-PITTSBURGH: Releases 4th Quarter & Year End 2003 Results
-----------------------------------------------------------------
Wheeling Pittsburgh Corporation (Nasdaq: WPSC), the holding
company of Wheeling-Pittsburgh Steel Corporation, reported its
financial results for the fourth quarter and year ended December
31, 2003.

The Company emerged from bankruptcy pursuant to a plan of
reorganization that became effective on August 1, 2003.
Accordingly, for accounting purposes, unaudited consolidated
financial statements for periods after August 1, 2003 related to a
new reporting entity (the "Reorganized Company") and comparisons
to prior period performance in many respects are not directly
comparable to prior periods of the old reporting entity (the
"Predecessor Company"). Among other changes, there have been
substantial reductions in employment levels, changes in employee
and retiree benefits, and revaluations of assets and liabilities.
A black line has been shown on the financial statements to
separate current results from pre-reorganization information since
they are not prepared on a comparable basis.

The Company reported an operating loss of $21 million in the
fourth quarter of 2003. Net sales totaled $237.1 million on
shipments of 542,211 tons of steel products. Shipments were lower
than normal due to a scheduled 15-day outage of the #5 blast
furnace, which was taken to assure reliability in anticipation of
an improved steel market. Steel prices averaged $437 per ton
shipped in the fourth quarter of 2003. Cost of goods sold averaged
$436 per ton shipped. Higher priced raw material and fuel costs,
and lower production levels due to the effect of the 15-day outage
were partially offset by lower labor costs and a $7.2 million non-
recurring refund related to coal miner retiree medical costs.
Depreciation totaled $6.9 million on lower valued fixed assets due
to the reorganization. Interest expense totaled $6.3 million on
total debt of $422.6 million.

Net loss for the fourth quarter of 2003 totaled $23.7 million, or
$2.49 per share.

Calendar third quarter 2003 comprised one month of the predecessor
company's results, which included charges and credits related to
the company's reorganization, as well as two months of the
reorganized results. As a result, third quarter cost of sales and
operating loss are not comparable and are not a GAAP measure.
Third quarter sales were $241.1 million on shipments of 559,272
tons and this measure was not affected by the reorganization.

The Company reported an operating loss of $11.1 million in the
fourth quarter of 2002 on net sales of $254.4 million and
shipments of 528,646 tons. The average price per ton of steel
totaled $481 in the fourth quarter of 2002 and the company
reported a net loss of $13.1 million.

The Company reported an operating loss of $33.1 million for the
five months ended December 31, 2003. Net sales in the five-month
period totaled $396.9 million on shipments of 912,937 tons of
steel products. Steel prices averaged $435 per ton for the five-
month period. The cost of sales per ton averaged $434 per ton for
the five-month period reflecting higher raw material and fuel
costs and lower production volumes. Depreciation expense totaled
$10.5 million.

For the seven-month pre-reorganization period ending July 31,
2003, the Company reported an operating loss of $71.3 million. Net
sales in the seven- month period totaled $570.4 million on
shipments of 1,305,046 ton of steel product. Steel prices averaged
$435 per ton. Cost of sales per ton averaged $432, reflecting
higher raw material and fuel costs.

Pursuant to the Company's plan of reorganization from bankruptcy,
it executed a new $250 million term loan and $225 million
revolving credit facility, in addition to restructuring the then
existing debt and equity of the company. The reorganization plan
also provided $112 million in an escrow account to finance the
installation of a continuous electric arc furnace. The furnace is
under construction and on schedule to melt its first heat in
November 2004.

"As expected, fourth quarter results were affected by lower prices
for steel products, while higher energy and raw material costs
were offset by lower employment costs and depreciation expense as
a result of our Reorganization," said James G. Bradley, President
and CEO of Wheeling- Pittsburgh Steel. "Recent announcements of
price increases in flat rolled products, the continued strength of
our order backlog, along with stronger economic growth are
indications that improved pricing and demand will continue beyond
the first quarter of 2004."

Mr. Bradley concluded, "Today Wheeling-Pittsburgh is truly a
changed company, both financially and operationally. Our balance
sheet is much improved, we have a more flexible labor force and
cost structure, and we are positioning ourselves to be a world
class steel manufacturer with the construction of our state-of-
the-art continuous electric arc furnace. We are well positioned
today to take advantage of the rising steel price environment."

                    About Wheeling-Pittsburgh

Wheeling-Pittsburgh is an integrated steel company engaged in the
making, processing and fabrication of steel and steel products.
The Company's products include hot rolled and cold rolled sheet
and coated products such as galvanized, pre-painted and tin mill
sheet. The Company also produces a variety of steel products
including roll formed corrugated roofing, roof deck, floor deck,
culvert, bridgeform and other products used primarily by the
construction, highway and agricultural markets.


WINN-DIXIE: 3rd Quarter Earnings Conference Call Set for Apr. 30
----------------------------------------------------------------
In conjunction with Winn-Dixie's (NYSE: WIN) third quarter
earnings release, you are invited to listen to its conference call
that will be broadcast live over the Internet Friday, April 30 at
10:00 a.m. EST with Winn-Dixie President and CEO Frank Lazaran,
and Senior Vice President and CFO Bennett Nussbaum.

    What:      Winn-Dixie Third Quarter Earnings Conference Call

    When:      Friday, April 30 at 10:00 a.m. EST

    Where:     http://www.firstcallevents.com/service/ajwz402267448gf12.html

    How:       Live over the Internet -- Simply log on to the web
               at the address above

    Contact:   Kathy Lussier of Winn-Dixie, +1-904-370-6025, x 3
               or kathylussier@winn-dixie.com

If you are unable to participate during the live Web cast, the
call will be archived on the Web site http://www.winn-dixie.com/
To access the replay, under About Winn-Dixie/Investor Information,
click on "Third Quarter Conference Call."

Winn-Dixie Stores, Inc. (NYSE: WIN) is one of the largest food
retailers in the nation and ranks 149 on the FORTUNE 500(R) list.
Founded in 1925, the company is headquartered in Jacksonville, FL,
and operates more than 1,070 stores in 12 states and the Bahamas.
Frank Lazaran serves as President and Chief Executive Officer. For
more information, please visit us on the Web at www.winn-
dixie.com.

As previously reported, Standard & Poor's lowered Winn-Dixie's
corporate debt rating from BB to B and placed the ratings on
Credit Watch with negative implications. Moody's also lowered
the Company's senior implied rating to Ba3 from Ba1 and placed
the ratings on negative outlook.


WINNICA LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Winnica, LLC
        P.O. Box 688
        Brocton, New York 14716-0688

Bankruptcy Case No.: 04-11478

Chapter 11 Petition Date: March 5, 2004

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Richard F. Whipple, Jr., Esq.
                  Schaack Whipple Clark Nelson Polowy, P.C.
                  2 West Main Street
                  P.O. Box 109
                  Fredonia, NY 14063
                  Tel: 716-673-1361

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20-largest creditors.


WOMEN FIRST: Unresolved Financial Woes May Spur Bankruptcy Filing
-----------------------------------------------------------------
Women First HealthCare, Inc. (Nasdaq: WFHC), a specialty
pharmaceutical company, announced that it is exploring various
strategic alternatives for the Company, including selling the
Company or some or all of its pharmaceutical products or license
rights, restructuring the Company's outstanding indebtedness and
raising financing for the Company.

                    Hires Miller Buckfire

The Company also announced that it has retained Miller Buckfire
Lewis Ying & Co., LLC ("MBLY") as its exclusive financial advisor
to assist the Company in these efforts.

Miller Buckfire Lewis Ying & Co., LLC is a leading independent
investment banking boutique firm providing strategic and financial
advisory services in large-scale corporate restructuring, mergers
and acquisitions and privately placed financing transactions.
MBLY's professionals have represented more than 100 companies and
restructured more than $160 billion in debt obligations. Services
provided by MBLY include mergers and acquisition advisory
services, private equity and debt placement services, valuation
and debt capacity analysis, capital structure design and
restructuring plan formulation and negotiation. The 45-member firm
is based in New York.

          Cash Position and Going Concern Qualification

The Company had $2.67 million in cash and cash equivalents as of
February 29, 2004 and its working capital was in a deficit
position of approximately $58.0 million, including long-term debt
classified as current liabilities of approximately $39.1 million.
The Company has estimated the timing and amounts of cash receipts
and disbursements over the next two months, and believes that
unless it is able to raise additional financing it may not have
adequate cash to meet its working capital and debt service needs
beyond mid-April 2004. The Company and MBLY have begun discussions
with the Company's senior lenders to obtain a forbearance
agreement to defer near-term interest payments, address likely
future covenant violations and additional financing needs, but
there can be no assurance that the senior lenders will grant such
forbearance or that such additional financing will be available.
If the Company is unsuccessful in promptly implementing a
transaction to sell the Company or some or all of its assets or in
obtaining additional financing, the Company may be forced to
withhold payment to suppliers, debt holders and others. In such a
case, the Company could be required to file for bankruptcy
protection, and there can be no assurance as to the extent of the
financial recovery that the Company's common stockholders would
receive.

As of December 31, 2003 and February 29, 2004, the Company
remained in compliance with the financial covenants applicable to
its outstanding senior notes. However, the Company does not
anticipate that it will be in compliance with its covenant
requirements for the quarter ending March 31, 2004. If the Company
fails to comply with the covenants governing its indebtedness, the
lenders may elect to accelerate the Company's indebtedness and
foreclose on the collateral pledged to secure the indebtedness.

Although the Company's auditors have not yet completed their audit
of the Company's 2003 financial statements, the Company expects
that the auditors will include in their audit opinion a paragraph
expressing substantial doubt about the Company's ability to
continue as a going concern.

       Strategic Alternatives and Cash Conservation Measures

In order to address the Company's current debt service
requirements and working capital needs, the Company's strategic
priorities continue to be: (i) identify an acquisition or merger
partner with interest in acquiring the Company or all or a
significant portion of the Company's assets; (ii) identify and
implement measures to conserve the Company's existing cash
resources, (iii) restructure the Company's existing indebtedness
and (iv) raise sufficient capital to satisfy its working capital
and debt service requirements for the foreseeable future.
Specifically, the Company is considering the sale of both
strategic and non-strategic products. Although the Company has
received indications of interest from potential acquirors of one
or more of the Company's pharmaceutical products and potential
sources of financing, the Company does not have any definitive
agreements in place.

The Company intends to shut down its As We ChangeTM, LLC mail
order and internet catalog business by March 31, 2004 and has
begun implementing other cash conservation measures.

          Fourth Quarter and Full Year 2003 Results

The Company estimates that its net revenues (including revenue
from its As We Change subsidiary) for the fourth quarter of 2003
to be between $1.3 million and $2.3 million compared to net
revenues of $11.6 million in the fourth quarter of 2002. The
Company estimates its net revenues (including the As We Change
subsidiary results) for the full year 2003 at between $9.5 million
and $10.5 million as compared to net revenues of $48.6 million for
the same period in 2002. The estimated net loss applicable to
common stockholders for the fourth quarter, including estimated
non-cash impairment charges on product rights and goodwill of
approximately $22.0 million, ranges between $33.5 million and
$34.5 million, or between $1.26 and $1.30 per share, compared to a
net loss applicable to common stockholders of $6.8 million, or
$0.30 per share, for the fourth quarter of 2002. For the year
ended December 31, 2003, the estimated net loss applicable to
common stockholders is between $73.0 million and $74.0 million, or
a net loss per share applicable to common stockholders of $2.89 to
$2.93 per share.

The decreases from the year ago periods resulted primarily from
the adequacy of the products in the distribution channel in 2003
to satisfy declining prescription demand for the Company's
products, other than for Esclim, and impairment charges taken by
the Company with respect to intangible assets. The Company's
current cash shortage has resulted primarily from its failure to
establish positive cash flows from operations, its lack of success
in its efforts to divest non-strategic product rights and
implement other divestiture activities, use of cash to make debt
service requirements, and inability to secure co-promotion and
investment contracts with third parties.

Non-cash impairment charges in the fourth quarter of 2003 include
$19.3 million of charges related to the impairment of product
rights and $2.7 million of charges related to the write-off of all
intangible assets associated with the As We Change national mail
order catalog business because of the Company's decision to
discontinue such operations by March 31, 2004.

                      Nasdaq Listing

In light of the estimated losses described above, the Company
believes that it will not comply with the Nasdaq National Market
listing requirements as of December 31, 2003. Specifically, the
Company does not believe it will satisfy the requirement that it
maintain at least $10 million of stockholders' equity. The Company
had $10.0 million of stockholders equity at the end of the third
quarter of 2003 and expects an estimated stockholders' deficit
between $23.8 million and $24.8 million as of December 31, 2003.
If the Company's common stock were to be delisted from the Nasdaq
National Market as a result of the Company's failure to satisfy
the minimum stockholders' equity requirement, the Company would
seek to have its shares listed on the OTC Bulletin Board. The
delisting of the Company's common stock from the Nasdaq National
Market could have a material adverse effect on the market price
of, and the efficiency of the trading market for, the Company's
common stock.

                    Delay in Filing Form 10-K

Management has been required to devote substantially all of its
time and attention to the strategic alternatives described above
for the past several weeks. As a result, the Company intends to
request a 15-day extension of the deadline for the filing of its
Annual Report on Form 10-K for the year ended December 31, 2003
from March 15, 2004 to March 30, 2004.

               About Women First HealthCare, Inc.

Women First HealthCare Inc. (Nasdaq: WFHC) is a San Diego-based
specialty pharmaceutical company. Founded in 1996, its mission is
to help midlife women make informed choices regarding their health
care and to provide pharmaceutical products -- the company's
primary emphasis -- and lifestyle products to meet their needs.
Women First HealthCare is specifically targeted to women age 40+
and their clinicians.  Further information about Women First
HealthCare can be found online at http://www.womenfirst.com/


WORLDCOM/MCI: Elects Nicholas Katzenbach as Non-Executive Chairman
------------------------------------------------------------------
MCI (WCOEQ, MCWEQ) announced its Board of Directors has elected
former U.S. Attorney General Nicholas Katzenbach as non-executive
Chairman of the Board, effective upon MCI's emergence from Chapter
11 protection. Katzenbach has been an MCI Board member since July
2002.

Concurrently, Michael Capellas, who has been MCI chairman and CEO
since December 2002, will become MCI president and CEO. The
separation of the chairman and CEO roles is part of MCI's
corporate governance reforms.

"Nick has been an invaluable asset to our Board and is the perfect
choice to help guide MCI as chairman," said Capellas. "He not only
brings the highest level of integrity and breadth of experience to
the role, but he has a deep commitment to our customers, employees
and the investment community."

Mr. Katzenbach previously served as Attorney General of the United
States (1964-66), Under Secretary of State for the United States
(1966-69), and as Senior Vice President and General Counsel of IBM
Corporation (1969-86).

As the company prepares to emerge from Chapter 11 protection in
April 2004, it also announced the following organizational
changes:

    * Wayne Huyard, president of U.S. Sales and Service
    * Cindy Andreotti, president of Enterprise Markets
    * Jonathan Crane, president of International and Wholesale
      Markets

These seasoned MCI executives join Bob Blakely, EVP and CFO;
Stasia Kelly, EVP and general counsel; Nancy Higgins, EVP and
chief ethics officer; Fred Briggs, president of Operations &
Technology; Dan Casaccia, EVP of Human Resources; and Grace Trent,
SVP of Communications and chief of staff, in reporting to
Capellas.

As a result of these organizational changes, Rick Roscitt,
president and chief operating officer, has elected to leave the
Company to pursue other opportunities.

"As we prepare to emerge from Chapter 11 we have simplified our
organizational structure to better serve the marketplace," said
Capellas. "Over the past year we have significantly strengthened
our Board of Directors and management team while continuing to
focus on delivering innovation, industry-leading service and value
to our customers."

                    About WorldCom, Inc.

WorldCom, Inc. (WCOEQ, MCWEQ), which, together with its
subsidiaries, currently conducts business under the MCI brand
name, is a leading global communications provider, delivering
innovative, cost-effective, advanced communications connectivity
to businesses, governments and consumers. With the industry's most
expansive global IP backbone, based on the number of company-owned
points-of-presence (POPs), and wholly-owned data networks,
WorldCom develops the converged communications products and
services that are the foundation for commerce and communications
in today's market. For more information, go to http://www.mci.com/


WORLDCOM: Weil Gotshal Touts Lead Role in Embratel Sale
-------------------------------------------------------
Weil, Gotshal & Manges LLP, released a statement this week
reminding the business community that it's one of the world's
leading law firms and it advises WorldCom, Inc. (MCI) in its
definitive agreement to sell MCI's investment in Embratel
Participacoes to Telefonos de Mexico (TELMEX) for $360 million in
cash.  Completion of the sale is subject to approval by the U.S.
Bankruptcy Court and Brazilian regulatory authorities.  The TELMEX
offer was approved by both the MCI Board of Directors and the
Official Committee of Unsecured Creditors appointed in WorldCom's
on-going chapter 11 restructuring.

WorldCom, Inc. (WCOEQ, MCWEQ), which, together with its
subsidiaries, currently conducts business under the MCI brand
name, is a leading global communications provider, delivering
innovative, cost-effective, advanced communications connectivity
to businesses, governments and consumers. TELMEX is Mexico's
leading telecommunication company, with 15.4 million lines in
service, 2.2 million lines for data transmission and 1.4 million
Internet access accounts. Embratel is a leading telecommunications
provider in Brazil offering local and long distance telephony,
data transmission and satellite communication services.

Weil, Gotshal & Manges LLP is an international law firm of more
than 1,100 attorneys, including approximately 300 partners. Weil
Gotshal is headquartered in New York, with offices in Austin,
Boston, Brussels, Budapest, Dallas, Frankfurt, Houston, London,
Miami, Munich, Paris, Prague, Silicon Valley, Singapore, Warsaw
and Washington, D.C.


W.R. GRACE: Outlines Restructuring Plan in SEC Filing
-----------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated March 5, 2004, W.R. Grace discloses that it will
address all of its pending and future asbestos-related claims and
all other prepetition claims in a plan of reorganization.  The
reorganization plan may include the establishment of a trust
through which all pending and future asbestos-related claims
would be channeled for resolution.  However, it is currently
impossible to predict with any degree of certainty the amount
that would be required to be contributed to the trust, how the
trust would be funded, how other prepetition claims would be
treated or what impact any reorganization plan may have on the
shares of common stock of Grace.

                        Equity Interests

The interests of Grace's shareholders could be substantially
diluted or cancelled under a reorganization plan.  The value of
Grace common stock following a reorganization plan, and the
extent of any recovery by non-asbestos-related creditors, will
depend principally on the ultimate value assigned to Grace's
asbestos-related claims, which will be addressed through the
Bankruptcy Court proceedings.

             Environmental, Health And Safety Matters

Manufacturers of specialty chemicals products, including Grace,
are subject to stringent regulations under numerous U.S. federal,
state and local and foreign environmental, health and safety laws
and regulations relating to the generation, storage, handling,
discharge, disposition and stewardship of hazardous wastes and
other materials.  Grace has expended substantial funds to comply
with those laws and regulations, and expects to continue to do so
in the future.

Grace's expenditures in the past three years, and its estimated
expenditures in 2004 and 2005, for (i) the operation and
maintenance of environmental facilities and the disposal of
wastes, capital expenditures for environmental control
facilities, and (iii) site remediation would be an integral part
of any Plan:

                   Operation of
                  Facilities and       Capital         Site
   Year           Waste Disposal    Expenditures    Remediation
   ----           --------------    ------------    -----------
   2001              $33,000,000      $4,000,000    $27,000,000
   2002               38,000,000       6,000,000     14,000,000
   2003               46,000,000       8,000,000      7,000,000
   2004 (est.)        47,000,000      12,000,000     38,000,000
   2005 (est.)        48,000,000      15,000,000      7,000,000

The decline in site remediation costs since 2001 reflects reduced
spending at non-owned sites due to Grace's Chapter 11 status.

The $38 million in estimated site remediation expenditures in
2004 includes a potential $22 million payment to transfer
liability with respect to a non-owned site to a third party.  The
payment is subject to Bankruptcy Court approval.  The $38 million
does not include possible additional spending or reimbursement of
remediation costs related to Grace's former vermiculite mining
and processing activities.

                         Asbestos Claims

Based on Grace's experience and analysis of trends in asbestos
bodily injury litigation, Grace has endeavored to project the
number and ultimate cost of all present and future bodily injury
claims expected to be asserted, based on actuarial principles,
and to measure probable and estimable liabilities under generally
accepted accounting principles.  Grace accrued $992 million at
December 31, 2003, as its estimate of the cost to resolve all
asbestos-related bodily injury cases and claims pending as well
as those expected to be filed in the future, and all pending
property damage cases, including the additional claims filed
prior to the bar date, for which sufficient information is
available to form a reasonable estimate of the cost of
resolution.  The estimate has been made based on historical facts
and circumstances prior to April 2, 2001.  Grace does not expect
to adjust the estimate other than for normal costs of continuing
claims administration, unless developments in the Chapter 11
proceeding provide a reasonable basis for a revised estimate.

Grace intends to use the Chapter 11 process to determine the
validity and ultimate amount of its aggregate liability for
asbestos-related claims.  Due to the uncertainties of asbestos-
related litigation and the Chapter 11 process, Grace's ultimate
liability could differ materially from the recorded liability.

                            Insurance

Grace previously purchased insurance policies under which Grace
asserts coverage for its asbestos-related lawsuits and claims.  
Grace has settled with and has been paid by all of its primary
insurance carriers with respect to both property damage and
bodily injury cases and claims.  Grace has also settled with its
excess insurance carriers that wrote policies available for
property damage cases -- those settlements involve amounts paid
and to be paid to Grace.  Grace believes that certain of the
settlements may cover attic insulation claims as well as other
property damage claims.

In addition, Grace believes that additional coverage for attic
insulation claims may exist under excess insurance policies not
subject to settlement agreements.  Grace has settled with excess
insurance carriers that wrote policies available for bodily
injury claims in layers of insurance that Grace believes may be
reached based on its current estimates.  Insurance coverage for
asbestos-related liabilities has not been commercially available
since 1985.

Pursuant to settlements with primary-level and excess-level
insurance carriers with respect to asbestos-related claims, Grace
received payments totaling $1.054 billion before 2001, as well as
payments totaling $78.8 million in 2001, $10.8 million in 2002,
and $13.2 million in 2003.  Under certain settlements, Grace
expects to receive additional amounts from insurance carriers in
the future.  Grace recorded a receivable of $269.4 million to
reflect the amounts expected to be recovered in the future, based
on projected payments equal to the amount of the recorded
asbestos-related liability. (W.R. Grace Bankruptcy News, Issue No.
57; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WRITE WOMAN COMPUTER: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Write Woman Computer Products, Inc.
        2320 Brighton-Henrietta Townline Road
        Rochester, New York 14623

Bankruptcy Case No.: 04-20539

Type of Business: The Debtor is a national reseller that
                  specializes in Computer hardware and software,
                  Audio-Visual Equipment, Presentation
                  Solutions and Office Supplies.
                  See http://www.writewoman.com/

Chapter 11 Petition Date: February 17, 2004

Court: Western District of New York (Rochester)

Judge: John C. Ninfo II

Debtor's Counsel: Richard P. Vullo, Esq.
                  2000 Winton Road South
                  Building No. 4, Suite 100
                  Rochester, NY 14618-1909
                  Tel: 585-241-3600

Total Assets: $112,685

Total Debts:  $1,391,648

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
U.S. Small Business           Disaster loan             $295,417
Administration
2120 Riverfront Drive
Little Rock, AR 72202

Tech Data Corporation         Trade Vendor               $99,516

Infocus Systems               Trade Vendor               $80,570

Azerty Division United        Trade Vendor               $50,528
Stationers Supply

OKI (Contract NYS)            Trade Vendor               $44,622

Vision Business Products      Trade Vendor               $38,479

Mitsubishi Digital Elec. AM   Trade Vendor               $35,234

Anchor Pad Products           Trade Vendor               $32,741

Blue Star                     Trade Vendor               $28,072

Dukane Corp. A/V Division     Trade Vendor               $20,482

Numonics                      Trade Vendor               $18,981

Business Methods Inc.         Trade Vendor               $18,923

U.S. Materials Handling       Trade Vendor               $17,204

Printer Components, Inc.      Trade Vendor               $14,351

S.P. Richards Co.             Trade Vendor               $12,204

Daisytek International Cor    Trade Vendor               $11,883

Krug Furniture                Trade Vendor               $11,418

Accutech Data Supplies        Trade Vendor               $10,210

Amcase                        Trade Vendor                $9,996

PAD Business Forms            Trade Vendor                $9,610


* Minnesota Coalition Balks at Tobacco Appeal Bond Cap Legislation
------------------------------------------------------------------
Legislation that would give special treatment to the tobacco
industry by undermining the ability of victims of tobacco-related
diseases and their families to recover damages resurfaced at the
Minnesota State Capitol.

The Senate Judiciary committee will consider SF 1414, which
provides for a new limit of $100 million on a civil case appeals
bond. SF 1414 is opposed by many health groups including the
American Heart Association, the American Lung Association of
Minnesota, the American Cancer Society, and the Minnesota Smoke-
Free Coalition because it shortchanges victims of tobacco-related
diseases. While the word "tobacco" never appears in the bill
language, the hands of the tobacco industry are all over SF 1414.

     Appeal Bond Limits Help Only the Big Tobacco Companies

Parties that have been found liable for damages by courts must
post appeal bonds prior to appealing rulings against them. These
appeal bonds are designed to ensure that funds will be available
to pay all court-ordered damages owed to plaintiffs once the
appeal process has been exhausted. Faced with numerous lawsuits
and rulings against them for their bad acts, Philip Morris USA and
other tobacco companies have been urging states to pass special
laws to limit the appeal bond amounts they have to post. While
these appeal bond limits would make things easier for the
cigarette companies, there is no evidence that the companies need
or deserve such special protection.

"Appeal bond limits are special interest, special protection
legislation being pushed by tobacco companies," said Jeremy
Hanson, Public Policy Director of the Minnesota Smoke-Free
Coalition. "For an industry that kills 5,600 Minnesotans each year
to ask for special legal protections is simply mind-boggling,"
added Hanson.

        Appeal Bond Limits are Unnecessary in Minnesota

Minnesota companies are not in danger of going bankrupt from large
appeal bond requirements. To date, no Minnesota business has gone
bankrupt under the existing appeals bond law that was passed in
1979. "Appeals bond limits are a solution looking for a problem.
This bill is not about protecting Minnesota companies. This bill
is about protecting tobacco companies that have a long and storied
history of lying and misleading the public," said Hanson. "We
shouldn't allow ourselves to be blackmailed into bad public policy
by the tobacco industry with claims that they will no longer be
able to make tobacco settlement payments."

Tobacco companies have access to enormous financial resources that
can be used to satisfy even the largest appeal bond requirement.
Tobacco companies (and their parent companies) have enormous
assets, revenue streams, and profits -- and have the ability to
borrow money or to raise revenue through price increases. Tobacco
companies can and ought to pay for the harm they've caused.

"Lawmakers should be reminded that their primary duty should be to
the citizens of Minnesota and not protecting large tobacco
companies," added Hanson.


* Global Credit Services Launches Weekly Retail Newsletter
----------------------------------------------------------
Global Credit Services, Inc. announces the launch of its inaugural
issue of The Retail Sector Weekly, a weekly newsletter that
enables credit and financial professionals to keep abreast of key
news they may have missed during the week while providing
insightful commentary regarding relevant issues impacting the
retail sector.

The format of the newsletter consists of a timely "Topic of the
Week" -- a short article related to the Retail Sector; a "Retailer
of the Week" -- providing an in-depth, up to date discussion of a
retailer of prime interest; an update of recent rulings in Chapter
11 cases; a section on "Management Changes" - chronicling the
movement of key senior executives; and a short synopsis of
significant events affecting individual retailers, delineated by
industry.

To Access the Inaugural Issue of the Retail Sector Weekly, visit:

http://www.globalcreditservices.com/NewsLetter/Wire/20040315.pdf

Go to http://www.globalcreditservices.com/home/forms/Newsletter.cfmto  
Register for Forthcoming Editions of the Newsletter.

                 About Global Credit Services

Global Credit Services, Inc. founded in 1996, is one of the
fastest growing commercial credit information companies in America
today. Currently, approximately 2/3rds of the Fortune 1000
companies receives value-added credit and financial information on
their customers from GCS. With a rapidly expanding database,
superior information technology and Data-Modeled relational
database, high value-added content with customer analysis and an
aggressive growth strategy, GCS is taking the delivery of
commercial credit and financial information to the next level.


* Computer History Museum Features the Rise & Fall of Osborne Corp
------------------------------------------------------------------
The Computer History Museum, home to the world's largest
collection of computing artifacts and stories, celebrates the
history of the Osborne Computer Company. On Thursday, March 25,
2004, the Museum will host a panel discussion with Lee
Felsenstein, Richard Frank, Jack Melchor, and moderator John
Markoff.

Osborne Computer Corporation was founded by Adam Osborne, Lee
Felsenstein, and Jack Melchor in 1981. Armed with Osborne's ideas
inspired by Alan Kay's Notetaker at Xerox PARC, the engineering
prowess of Felsenstein, the software contributions of Frank, and
financial backing from Melchor, OCC introduced the first
commercially-successful portable personal computer in January
1981, with little or no competition until the following year. The
size of a small suitcase, the self-contained Osborne-1 was the
first computer to be sold with bundled software packages, and cost
about $1,200 less than a fully-loaded Apple II. The company
rapidly grew from zero to a $100-million enterprise -- yet less
than three years after its incorporation and its rocket ship climb
to fame and fortune, OCC declared bankruptcy in September 1983. In
the years that have followed, Osborne's meteoric rise and abrupt
collapse have become an archetype of Silicon Valley start-ups.

Please join Lee Felsenstein, Jack Melchor, and Richard Frank,
together with guest host and moderator John Markoff, as we explore
the fascinating stories behind the start-up days in the back room
through the rise and fall of Osborne Computer.

The panel discussion starts at 7:00 p.m. at the Computer History
Museum located at 1401. N Shoreline Blvd. in Mountain View. The
event is open to the public, but reservations are required. There
is a suggested donation of $10 for non-members at the door. For
more information please visit the Computer History Museum Web site
at http://www.computerhistory.org/eventsor call 650.810.1013.  
Members of the media can make reservations by contacting
pr@computerhistory.org.

               About the Computer History Museum

The Computer History Museum in Mountain View, California, a public
benefit organization, preserves and presents for posterity the
artifacts and stories of the information age. The Museum is home
to the world's largest collection of computing-related items --
from hardware (mainframes, PCs, handhelds, key integrated
circuits), to software, to computer graphics systems, to Internet
and networking -- and contains many one-of-a-kind and rare objects
such as the Cray-1 supercomputer, the Apple I, the WWII ENIGMA,
the PalmPilot prototype, and the 1969 Neiman Marcus (Honeywell)
"Kitchen Computer." The collection also includes photos, films,
videos, documents, and culturally-defining advertising and
marketing materials. Currently in its first phase, the Museum
brings computing history to life through its Speaker Series,
seminars, oral histories and workshops. The Museum also offers
tours of Visible Storage, where nearly 600 objects from the
Collection are on display. Future phases will feature full museum
exhibits including a timeline of computing history, theme
galleries, and much more. Visit http://www.computerhistory.org/
for more information.


* John J. Gallagher Joins Saul Ewing's Utility Practice
-------------------------------------------------------
John J. Gallagher has joined the Utility Regulation, Commerce, and
Development Practice Group of Saul Ewing LLP. Mr. Gallagher comes
to Saul Ewing as a Partner and brings nearly 30 years of utility
law experience to the Firm.

"Saul Ewing is actively engaged in growing practice areas that
support our goal of being the predominant regional law firm by
providing vital services to businesses with activities in our
region," said Stephen S. Aichele, Managing Partner of Saul Ewing.
"In the state capital, utility-related issues come to the
forefront often, and our Utility Practice Group is expanding its
presence to meet these needs through the addition of an
experienced utility lawyer."

Mr. Gallagher joins three accomplished regulatory attorneys in
Saul Ewing's Utility Group in Harrisburg. Previously, Mr.
Gallagher was a partner in the firm of LeBoeuf, Lamb, Greene &
MacRae LLP in Harrisburg, where he practiced in public utility,
insurance, and environmental law. His practice focused on
administrative and appellate litigation, including base rate
filings for electric, gas, and water utilities and certification
application, liquidation, rehabilitation, and enforcement
proceedings for major property, casualty, accident, and health
insurers.

"John's combined insurance and utility experience is a unique
blend that fits in perfectly with the strengths of the Harrisburg
office," said Constance B. Foster, Office Managing Partner of the
Firm's Harrisburg office. "John adds strength to two of our
office's fastest-growing practice areas, and his addition further
establishes our commitment to the development of our expanding
Utility Practice."

For nearly 30 years, Mr. Gallagher's practice has centered on
administrative and civil litigation at the trial and appellate
levels before the Pennsylvania Public Utility Commission, the
Pennsylvania Department of Insurance, and the Pennsylvania state
and federal courts. His utility clients include United Water
Resources, United Water Pennsylvania, Inc., Cinergy Energy
Services, and Vectren. His representative insurance clients
include Farmers Insurance Group, Medical Mutual Insurance Company
of Ohio, Mutual of Omaha, and PMSLIC.

"Saul Ewing clearly distinguishes itself by its regional focus and
dedication to the Utility Practice," said Mr. Gallagher. "I share
the Firm's enthusiasm and look forward to contributing to
opportunities to expand the practice."

Mr. Gallagher received his bachelor's degree from Mount Saint
Mary's College and a law degree from Creighton University School
of Law, where he was a member of the Law Review. He is admitted to
practice law in Pennsylvania.

Saul Ewing LLP is a 250-attorney firm providing a full range of
legal services from offices in seven locations throughout the mid-
Atlantic region. Our clients include regional, national, and
international businesses and not for profit institutions,
individuals, and entrepreneurs.


* Gallagher to Co-Head Wachovia's Investment Grade Credit Trading
-----------------------------------------------------------------
Wachovia Securities announced that Stephen Gallagher has joined
the firm as a Managing Director and co-head of Investment Grade
Credit Trading, where he will be responsible primarily for the
global cash trading business, including high grade corporate,
private placement and preferred securities.

Gallagher previously ran global High Grade Credit trading at Banc
of America Securities and corporate bond trading at Bear Stearns.
Gallagher also spent ten years with Merrill Lynch, where he headed
the firm's Eurobond trading effort in London.

"Steve has a strong track record of building and growing corporate
bond trading businesses and is a strong addition to our investment
grade team," said Sean Bonner, Managing Director and co-head of
Investment Grade Credit trading. "I am looking forward to working
with Steve as we continue the build- out of our high grade cash
and CDS [credit default swaps] presence."

Wachovia's High Grade Debt Capital Markets group provides
corporate bond and preferred debt issuance, focusing on the
Consumer Products & Retail, Defense & Aerospace, Energy & Power,
Industrial Growth, Information Technology & Business Services,
Financial Institutions, Healthcare, Media & Communications, Real
Estate and Technology sectors.

Wachovia Securities Credit Products group, part of the Fixed
Income Division, provides a full range of debt financing to
corporate clients, including high grade and high yield corporate
bonds, credit default swaps, municipal finance and money market
products.

Wachovia Securities Fixed Income Division also provides a full
range of interest rate derivatives, structured products and
commercial real estate finance, and non-dollar products to
corporate clients and institutional investors.

                      About Wachovia

Wachovia Corporation (NYSE: WB) is one of the largest providers of
financial services to retail, brokerage and corporate customers
throughout the East Coast and the nation, with assets of $401
billion, market capitalization of $61 billion and stockholders'
equity of $32 billion at Dec. 31, 2003. Its four core businesses,
the General Bank, Capital Management, Wealth Management, and the
Corporate and Investment Bank, serve 9 million households,
including 900,000 businesses, primarily in 11 East Coast states
and Washington, D.C. Its broker-dealer, Wachovia Securities, LLC,
serves clients in 49 states. Global services are provided through
32 international offices. Online banking and brokerage products
and services also are available through http://wwww.Wachovia.com/

Wachovia Securities is the trade name for (i) the corporate and
investment banking services of Wachovia Corporation and its
subsidiaries, including Wachovia Capital Markets, LLC ("WCM"),
member NYSE, NASD, SIPC.; and (ii) two separate, registered
broker-dealers and non-bank affiliates of Wachovia Corporation
providing certain retail securities brokerage services: Wachovia
Securities, LLC, member NYSE/SIPC, and Wachovia Securities
Financial Network, LLC, member NASD/SIPC. Stocks, bonds, mutual
funds or other securities offered or sold through Wachovia
Corporation or any of its bank or non-bank subsidiaries are not
deposits of any bank and are not insured, guaranteed or otherwise
protected by the Federal Deposit Insurance Corporation or any
other government agency; are not endorsed or guaranteed by
Wachovia Corporation, WBNA, or any bank; and involve investment
risk, including possible loss of principal.


* buySAFE Launches First Bonded Online Auction on Apr 27 - May 2
----------------------------------------------------------------
buySAFE, Inc. -- http://www.buysafe.com/-- says it offers one of  
the highest levels of protection from online auction risks through
the buySAFE with The Hartford program and is joining with online
antiques-mall Tias.com and auction site ePier to launch
BondedSale.com, a special five-day auction of antiques and
collectibles.  The auction, which will run from April 27 to
May 2, 2004, marks the world's first online auction event that
will offer only bonded listings.

buySAFE with The Hartford is the only service that enables
approved sellers to present a credibility seal on their online
auction listings and provides surety bonds to guarantee the
seller's performance and protect the financial interests of
buyers. buySAFE performs a rigorous background check on sellers
and issues the buySAFE Seal only to the most reputable online
merchants. The Hartford Financial Services Group (NYSE: HIG)
issues the surety bonds, which ensure that The Hartford will
refund the item's sale price or replace the item should a bonded
seller fail to fulfill the terms of the sale.

For BondedSale.com, buySAFE will pre-screen all auction sellers
free-of-charge. The Hartford will underwrite the sellers and issue
a bond for every item that is sold. Each bond protects the
purchase according to the terms of the sale for up to $10,000.

Sellers have agreed to list only antiques and collectibles that
they have not previously listed for sale online. The event is
expected to feature a variety of interesting, fresh merchandise
and present several truly unique bidding opportunities for
collectors.

"Buying antiques and collectibles online can be challenging. Often
a buyer is unsure of the quality of the merchandise or its
authenticity," said Jeff Grass, CEO, buySAFE. "Bonding online
auctions, particularly for antiques and collectibles, makes
incredible sense. Buyers can feel confident that they are dealing
with trustworthy merchants, thereby enabling sellers to increase
the amount of potential customers and profit opportunities. This
is an important milestone for the online auction world, and we're
thrilled to be a part of it." NOTE: Buyers and sellers must pre-
register at www.bondedsale.com or call 1-888-OLD-STUF (1-888-653-
7883) to participate in the auction.

                         About buySAFE

buySAFE makes online marketplaces safer, resulting in reduced
risks for buyers and increased profit opportunities for sellers.
buySAFE with The Hartford is the first and only service to
guarantee online transactions for buyers by using surety bonds to
provide protection from risks, such as fraud, misrepresentation,
refund failure and seller default. Using the latest advances in
business assessment techniques and technologies, buySAFE
comprehensively qualifies online sellers and provides the buySAFE
Seal to approved sellers for display on their auction listings,
which informs buyers that they are dealing with a reputable and
trustworthy seller. Approved sellers can guarantee their online
transactions with surety bonds issued by The Hartford Financial
Services Group, Inc. Headquartered in Alexandria, Virginia,
buySAFE is on the Web at http://www.buysafe.com/

                       About The Hartford

The Hartford is one of the nation's largest investment and
insurance companies, with 2003 revenues of $18.7 billion. The
company is a leading provider of investment products, life
insurance and group benefits; automobile and homeowners products;
and business property-casualty insurance. The Hartford's Internet
address is http://www.thehartford.com/

                           *********

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, Rizande B.
Delos Santos, Paulo Jose A. Solana, Aileen M. Quijano 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 ***