TCR_Public/040323.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 23, 2004, Vol. 8, No. 58

                           Headlines

A-PLUS GALVANIZING: Wants to Hire Redmond & Nazar as Attorneys
AAIPHARMA INC: S&P Places Low-B Ratings on CreditWatch Negative
ADELPHIA COMMS: Court Okays Proposed Claims Settlement Procedures
AFFINITY GROUP: Reports Improved Revenues & Net Income for 2003
AIR CANADA: Pilots Association Wants CAIL Pension Plan Payment

AIR CANADA: Court Denies GTAA Appeal on Pearson Airport Relocation
AIRNET COMMS: Apoints Dr. George M. Calhoun as Board Chairman
AJ COHEN DISTRIBUTOR: Case Summary & Largest Unsecured Creditors
AMERICAN PLUMBING: Finalizes Atlas Sales as Part of Restructuring
AMERICAN TISSUE: Prepetition Claims Bar Date Set for March 29

CLOVIS LAKES: Hires John Eleazarian to Assist with Reorg. Plan
CONMACO/RECTOR: Schedules & Statements Due by March 29
CORBAN COMMUNICATIONS: Has Until April 9 to File Schedules
COVANTA ENERGY: Court Orders Filing of Post-Confirmation Reports
DII INDUSTRIES: Court Approves KBR-Kawasaki Settlement Agreement

DOW CORNING: Nevadans Drop Last Obstacle to $2.35B Settlement Plan
DPL CAPITAL: S&P Puts 3 Synthetic Transactions on Watch Negative
ENRON CORPORATION: Selling India Power Plant for $20 Million
GALEY & LORD: Names Leonard F. Ferro as Chief Financial Officer
GASCO SPORTSWEAR: Case Summary & 20 Largest Unsecured Creditors

GENESIS: Issues Update on Open Items Remaining in Chapter 11 Case
GLOBAL CROSSING: Settles Four Star California Litigation
GREEN TREE: S&P's Subordinate B-1 Class Rating Slides to D
HAWAIIAN HOLDINGS: SEC Mulls Civil Action Against CEO John Adams
HAYES LEMMERZ: Moves to Close 26 Chapter 11 Cases

HELICAL DYNAMICS: Case Summary & 20 Largest Unsecured Creditors
JILLFRED CORP: Case Summary & 9 Largest Unsecured Creditors
LORDHILL LAS VEGAS: Case Summary & 9 Largest Unsecured Creditors
LTV CORPORATION: Asks Court to Disallow JP Morgan Trust Co. Claims
MCDERMOTT INTL: S&P Raises Corporate Credit Rating to B- from CCC+

METRIS MASTER: Fitch Removes Notes from Rating Watch Negative
MINORPLANET SYSTEMS: BDO Seidman Replaces Deloitte as Auditor
MINORPLANET SYSTEMS: MacKay Shields Discloses 22% Equity Stake
MIRANT: Creditors' Panel Wants to Hire Picazo as Special Counsel
MONET MOBILE: U.S. Trustee Meets with Creditors on April 7, 2004

MSX INTERNATIONAL: Records $64 Million Net Loss for Fiscal 2003
NATIONAL CENTURY: MDOC Debtor Selling Calif. Clinic to Libertad
OWENS CORNING: Employing Richard Flamm as Appellate Counsel
PANTRY INC: Chilton Investment Reports 13.7% Equity Stake
PARMALAT: Southern Alaska Trust Wants Examiner to Secure US Assets

PERRYVILLE ENERGY: Court Sets Auction Date on April 16, 2004
PETRACOM MEDIA: Gets Okay to Employ Stichter Reidel as Counsel
PHELPS DODGE: Will Webcast Management Presentations Today
PLAINS RESOURCES: Leucadia Submits Revised Acquisition Proposal
PRESTIGE BRANDS: S&P Rates Corp. Credit at B with Stable Outlook

QWEST COMMS: Appoints Barry K. Allen Executive VP -- Operations
RENAISSANCE RADIO: Pays All Undisputed Claims & Exits Chapter 11
REPTRON ELECTRONICS: New Common Stock to Trade Under RPRN Symbol
RICA FOODS: Lenders Agree to Waive Defaults & Extend $12M New Loan
SAFESCRIPT PHARMACIES: Files for Chapter 11 Protection in Texas

SAFESCRIPT PHARMACIES: Case Summary & Largest Unsecured Creditors
SBS INTERACTIVE: Ex-Auditor Expresses Going Concern Opinion
SOUTHWEST RECREATIONAL: Turns to Carl Marks for Financial Advice
SPRING AIR: Files Chapter 11 Petition in S.D. New York
SPRING AIR PARTNERS: Case Summary & Largest Unsecured Creditors

SUNSTRAND ELECTRIC: Case Summary & 19 Largest Unsecured Creditors
SURE FIT: U.S. Trustee Appoints Official Creditors' Committee
UNICAL INTERNATIONAL: Wants Until Apr. 19 to File Schedules
UAL: Panel's Move to Examine Aircraft Financiers, et al., Denied
UAL: Failed to Disclose Retiree Care Changes Were Likely, Says AFA

US AIRWAYS: Resolves Disputed Benefit Plan Claims
WESTERN WIRELESS: J.P. Morgan Owns 8.3% Equity Stake
WOMEN FIRST: Lays Off Sales Force & Other Workers to Conserve Cash
WORLDCOM INC: Resolves Royalty Dispute with MessagePhone
WORLDPORT COMMS: Plans to Deregister Common Stock to Cut Costs

XP1 GROUP LLC: Case Summary & 20 Largest Unsecured Creditors

* Justin Spendlove to Head Fried Frank's European Operations

* Large Companies with Insolvent Balance Sheets

                           *********


A-PLUS GALVANIZING: Wants to Hire Redmond & Nazar as Attorneys
--------------------------------------------------------------
A-Plus Galvanizing, Inc., asks for permission from the U.S.
Bankruptcy Court for the District of Kansas to engage Redmond &
Nazar, LLP as its bankruptcy counsel.

The professional services that Redmond & Nazar will provide the
Debtor include:

   a) advising the Debtor of its rights, powers and duties as a
      Debtor-in-Possession, including those with respect to the
      continued operation and management of its business and
      property;

   b) advising the Debtor concerning and assisting in the
      negotiation and documentation of financing agreements,
      cash collateral orders and related transactions;

   c) investigating into the nature and validity of liens
      asserted against the property of the Debtor, and advising
      the Debtor concerning the enforceability of said liens;

   d) investigating and advising the Debtor concerning and
      taking such action as may be necessary to collect income
      and assets in accordance with applicable law, and recover
      property for the benefit of the Debtor's estate;

   e) preparing on behalf of the Debtor such applications,
      motions, pleadings, orders, notices, schedules and other
      documents as may be necessary and appropriate, and
      reviewing the financial and other reports to be filed
      herein;

   f) advising the Debtor concerning and preparing responses to
      applications, motions, pleadings, notices and other
      documents which may be filed and served herein;

   g) counseling the Debtor in connection with the formulation,
      negotiation and promulgation of plan or plans of
      reorganization and related documents; and,

   h) performing such other legal services for and on behalf of
      the Debtor as may be necessary or appropriate in the
      administration of the case.

Redmond & Nazar professionals' hourly rates are:

         Professionals Name      Billing Rate
         ------------------      ------------
         Edward J. Nazar         $240 per hour
         Martin R. Ufford        $185 per hour
         W. Thomas Gilman        $185 per hour
         Mary Patricia Hesse     $170 per hour
         Susan Saidian           $165 per hour
         Karen Pickens           $145 per hour

Headquartered in Salina, Kansas, A-Plus Galvanizing Inc., --  
http://www.aplusgalv.com/-- is a galvanizing facility that  
operates the largest no-lead zinc kettle. The Company filed for
chapter 11 protection on February 16, 2004 (Bankr. Kansas Case No.
04-10599).  Edward J. Nazar, Esq.. at Redmond & Nazar LLP
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed  
$11,360,757 in total assets and $14,636,715 in total debts.


AAIPHARMA INC: S&P Places Low-B Ratings on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit, 'BB-' senior secured, and 'B-' subordinated debt ratings
on aaiPharma Inc. on CreditWatch with negative implications.

"The action reflects Standard & Poor's increasing concerns
regarding aaiPharma's cash flow generation prospects and near-term
liquidity due to significant uncertainties surrounding the sales
of two of its main pharmaceutical products," said Standard &
Poor's credit analyst Arthur Wong.

The Wilmington, N.C.-based specialty pharmaceutical company is
currently undergoing a board-initiated inquiry into unusual sales
regarding Darvon/Darvocet and Brethine, resulting in excess
product inventory levels at the wholesaler level. The inquiry is
focusing on the second half of 2003, but there is a possibility
that the inquiry may be widened to include additional products
and/or a longer time frame. The inquiry has resulted in a delay in
aaiPharma's 2003 10-K filing and the withdrawal of 2004 guidance
by the company.

Standard & Poor's is also concerned with aaiPharma's short-term
liquidity. As of Dec. 31, 2003, the company had only roughly $9
million of cash on hand, and cash flows from operations will
likely decline in 2004, given the lowered sales prospects of
aaiPharma's product portfolio. Given the expected deterioration in
operating performance, Standard & Poor's believes it is highly
unlikely aaiPharma will remain in compliance with its bank
covenants, the most significant being a forward minimum EBITDA
covenant of $80 million for March 31, 2004. aaiPharma plans to
close the sale of its M.V.I./Aquasol product to Mayne Group Ltd.,
for roughly $100 million, by June 2004. A timely sale is
essential, as aaiPharma faces a $31 million product rights payment
in August 2004.

While Standard & Poor's currently believes that aaiPharma's EBITDA
and cash flows will likely remain positive, and the company may
successfully amend its credit agreement to deal with debt covenant
compliance and liquidity concerns, the deterioration in operating
performance and the business profile, along with questions
regarding the company's internal controls, may result in a ratings
downgrade. Rating action may occur as company prospects and
financial issues are clarified within a matter of months.


ADELPHIA COMMS: Court Okays Proposed Claims Settlement Procedures
-----------------------------------------------------------------
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, recounts that prior to June 25, 2002, the Adelphia
Communications, Inc. (ACOM) Debtors, with the assistance of in-
house and outside counsel, investigated, evaluated, and attempted
to resolve claims or potential causes of action asserted by or
against them.  Depending on the specific facts and the risks
involved in litigating the claims, the ACOM Debtors made
appropriate offers to settle the claims.  

By this motion, the ACOM Debtors seek the Court's authority to
enter into certain compromises and settlements without further
Court approval, and, in some cases, without the approval of the
Official Committee of Unsecured Creditors, the Official Committee
of Equity Security Holders or the agents for the prepetition
banks.

Absent a settlement procedure, Ms. Chapman contends that the ACOM
Debtors would be required to seek specific Court approval for
each individual compromise and settlement of a claim.  Given the
number of unsecured claims that the Debtors believe can be
settled for relatively small settlement amounts when compared to
the overall operation of their businesses, holding individual
hearings, filing individual pleadings, and sending notice of each
proposed settlement to every one of the numerous creditors and
interested parties entitled to receive notice in these cases
would be an expensive, cumbersome, and highly inefficient way to
resolve many of the disputed claims.

The ACOM Debtors believe that it would be far more efficient and
cost effective for their estates and creditors if they were
authorized to settle the Claims under the proposed terms and
conditions.  

                    The Settlement Procedures

The ACOM Debtors propose to implement a tiered settlement process
based on the proposed settlement amount for unsecured claims
agreed upon between them and the claimant.  The settlement tiers
are based on the amount of the allowed unsecured claim involved
in the settlement and the difference between the ACOM Debtors'
estimate of the allowed unsecured claim as listed in the
Schedules compared to the claimant's estimate of the allowed
unsecured claim.

The ACOM Debtors propose these settlement procedures:

   (1) If the Settlement Amount calls for the allowance of an
       unsecured claim for $50,000 or less or the Claim
       Difference is less than $50,000, the ACOM Debtors will be
       authorized to settle the claim against a particular ACOM
       Debtor or ACOM Debtors without prior approval of the Court
       or the Constituents;

   (2) If the Settlement Amount calls for the allowance of an
       unsecured claim that is greater than $50,000, but less
       than $1,500,000, or the Claim Difference is greater than
       or equal to $50,000, but less than $1,500,000:

       (a) The ACOM Debtors will provide notice to the
           Constituents of the proposed settlement along with a
           summary of the terms of the proposed settlement of the
           claim against a particular ACOM Debtor or ACOM
           Debtors;

       (b) If any Constituent objects to the proposed settlement
           within five business days of notice of Settlement
           Summary, the ACOM Debtors may either:

            (i) renegotiate the settlement and re-submit a
                revised notice of Settlement Summary to the
                Constituents with the new terms; or

           (ii) file a motion pursuant to Rule 9019 of the
                Federal Rules of Bankruptcy Procedure with the    
                Court seeking approval of the existing Settlement
                Summary on no less than 10 days' notice; and

       (c) In the absence of an objection to a notice of the
           Settlement Summary within the timeframe established,
           the ACOM Debtors will be deemed authorized to settle
           the claim as provided in the Settlement Summary
           without prior Court approval; and

   (3) If the Settlement Amount or the Claim Difference is
       greater than or equal to $1,500,000 but less than
       $5,000,000:

       (a) The ACOM Debtors will be required to file with the
           Court a proposed order seeking approval of the
           proposed settlement by notice of presentment on not
           less than 10 days' notice, but will not be required to
           file a motion pursuant to Bankruptcy Rule 9019;

       (b) Absent an objection to the proposed settlement, the
           Court may enter an order approving the proposed
           settlement and allocation of the claim without further
           notice or a hearing.  If there is an objection to a
           proposed settlement, the ACOM Debtors may either:
         
            (i) renegotiate the settlement and file a revised
                notice of proposed settlement with the Court on
                no less than 10 days' notice; or

           (ii) file a motion pursuant to Bankruptcy Rule 9019
                with the Court seeking approval of the existing
                settlement on no less than 10 days prior notice;
                and

       (c) Absent an objection to a revised notice of proposed
           settlement or a motion pursuant to Bankruptcy Rule
           9019, as applicable, the Court may approve the
           proposed settlement and allocation of the claim
           without a hearing.

For the compromise or settlement of any ABIZ claims, or any
former or current insider, as the term is defined in Section
101(31) of the Bankruptcy Code, the ACOM Debtors will be required
to file a motion with the Court requesting approval of the
compromise and settlement pursuant to Bankruptcy Rule 9019.

As part of the proposed procedures, on a monthly basis, the ACOM
Debtors will file with the Court reports of all settlements
entered into by them during the month pursuant to the authority
requested, provided that no report will be filed if no
settlements have been effectuated.  The reports will set forth
the name of the party with whom the ACOM Debtors have settled,
the types of claims asserted by or against the party, and the
amounts for which the claims have been settled.  The ACOM Debtors
will serve copies of the reports to the:

   (1) Office of the United States Trustee for the Southern     
       District of New York;

   (2) counsel for agents for the DIP lenders;

   (3) counsel for the Committees;

   (4) counsel for agents for the Prepetition Banks; and

   (5) Bankruptcy Services, LLC, the Debtors' claims agent.

In determining whether to approve a proposed settlement, a
bankruptcy court need not decide the numerous issues of law and
fact raised by the settlement, but rather should "canvass the
issues and see whether the settlement fall[s] below the lowest
point in the range of reasonableness."

With respect to any proposed settlement, Ms. Chapman assures the
Court that the ACOM Debtors will focus on the merits of the
claims, the risk to the ACOM Debtors if the claims were to
proceed to trial, and the expense they will likely incur in
connection with defending or prosecuting the claims.

                          *     *     *

Judge Gerber approves the Debtors' Claim Settlement Procedures.  
Judge Gerber adds that for any compromises or settlement of any
claims with any of the defendants in the case styled "Adelphia
Communications Corp., et al. v. Bank of America, N.A., et al.,"
the ACOM Debtors will file a Rule 9019 Motion with the Court
requesting approval of the compromise and settlement. (Adelphia
Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AFFINITY GROUP: Reports Improved Revenues & Net Income for 2003
---------------------------------------------------------------
Affinity Group, Inc., a wholly owned subsidiary of Affinity Group
Holding, Inc., reported 2003 revenues of $425.4 million and a net
income of $24.4 million compared with 2002 revenues of $431.1
million and a net income of $20 million.

The membership services and publications segments reported revenue
growth of 3.3% and 7.2% growth, respectively. The retail segment
reported a revenue decrease of 6.1% which was primarily
attributable to a $16.4 million decrease in mail order revenue as
a result of reducing the catalog circulation by strategically
promoting the catalogs to specific profitable market segments,
reduced recreational vehicle sales, and a 0.4% decrease in same
store sales. These decreases were partially offset by revenue
associated with three new store openings and increases in
installation fees, service work, and other supply sales.

Costs applicable to revenues decreased $13.7 million or 4.9% from
2002. The Membership services and Publications costs increased
$5.4 million and $3.0 million, respectively, primarily as a result
of increased revenue, an increase in membership operating expenses
primarily relating to online marketing and marketing database file
maintenance expenses, and newly acquired publications. Retail
costs applicable to the revenue decreased $22.1 million or 14.0%,
resulting in a retail gross profit margin increase to 39.6% for
2003 from 34.0% in 2002. The gross margin increase was primarily
attributable to a 31.4% drop in lower profit margin recreational
vehicles sales, a $7.1 million increase in vendor purchase
rebates, and a reduction in customer discounts from 14.1% to
11.0%.

Operating expenses increased $1.9 million from 2002. This increase
resulted from a $7.5 million increase in retail selling, general
and administrative expenses and a $0.5 million increase in
depreciation and amortization, partially offset by a $5.0 million
decrease in deferred executive compensation, and a $1.1 million
decrease in management restructuring charge.

Income from operations of $46.2 million for 2003 increased by $6.1
million or 15.2% compared to 2002. Increased gross profit for the
retail and publications operations of $7.5 million and $1.8
million, respectively, were partially offset by reduced membership
services gross profit of $1.3 million and increased operating
expenses of $1.9 million.

Net non-operating expense for 2003 was $7 million compared to $4.4
million for 2002. This $2.6 million increase was primarily due to
a $1.7 million debt restructuring charge associated with
refinancing our senior credit facility on June 24, 2003, and a
$1.2 million increase in interest expense as a result of higher
average outstanding debt balances, partially offset by a net gain
of $0.3 million on sales of various assets.

Income before taxes and cumulative effect of accounting change was
$39.2 million in 2003, representing an increase of $3.5 million
from the prior year. This increase was due to the increases in
income from operations reflected above and gains on sales of
assets, partially offset by the debt restructuring charge
reflected above and increased net interest expense.

Net income for 2003 was $24.4 million compared to $20 million for
2002. This $4.4 million favorable variance resulted from an
increase of $3.5 million in income before taxes and cumulative
effect of accounting change, as mentioned above, a $1.7 million
one-time non-cash charge in 2002 to reduce the carrying value of
the goodwill in accordance with the transition provision of SFAS
142, partially offset by an $0.8 million increase in income tax
expense.

Affinity Group, Inc. -- http://www.affinitygroup.com/--  is a  
member-based direct marketing organization with complementary
retail outlets across the country. The Company's three principal
lines of business are (i) club memberships and related products,
services and club magazines, (ii) specialty retail merchandise
distributed primarily through retail supercenters and mail order
catalogs, and (iii) subscription magazines and other publications
including directories. The Company and its affiliates ("AGI")
provide a total package to serve the safety, security, comfort,
and convenience needs of the North American outdoor and
recreational vehicle market. With the information, products and
services AGI provides, RV ownership becomes a comfortable way of
life. Travelers abound with the confidence and security of being
part of an organization that offers the answers and options to
their outdoor way of life.

                        *   *   *

As reported in the Troubled Company Reporter's January 29, 2004
edition, Standard & Poor's Ratings Services assigned its 'B-'
rating to Affinity Group Inc.'s proposed $190 million senior
subordinated notes due 2012.

At the same time, Standard & Poor's lowered its corporate credit
rating on Affinity Group to 'B+' from 'BB-' due to flat operating
performance and increased financial risk from the pending debt-
financed special dividend. The outlook is stable. Pro forma for
the debt offering, Englewood, Colorado-based RV club operator and
RV accessory retailer had total debt of about $315 million
outstanding on Sept. 30, 2003.


AIR CANADA: Pilots Association Wants CAIL Pension Plan Payment
--------------------------------------------------------------
Air Canada Pilots Association asks Mr. Justice Farley to vary the
Initial CCAA Order and require the Applicants to remit (1) the
contributions into the pension plan for pilots formerly employed
by Canadian Airlines International Limited equal to the 2003
current service costs for the plan -- less employee contributions
-- and (2) all current service cost contributions and special
solvency payments, which are now due and owing or subsequently
become due and owing as a result of the filing of the July 1,
2003 valuation of the Pension Plan with the Office of the
Superintendent of Financial Institutions on December 23, 2003.

The Actuarial Valuation for Funding Purposes as at July 1, 2003
requires that special contribution payments at the rate of
CN$3,221,500 monthly must be made to the Pension Plan for former
CAIL Pilots.

Air Canada commissioned Mercer Human Resource Consulting to
prepare the Actuarial Valuation.  The purpose of the valuation
was to determine:

   -- the funded status of the Pension Plan as at July 1, 2003 on
      going concern and solvency basis; and

   -- the minimum funding requirements from 2003.

With Air Canada's acquisition of CAIL in 2000, negotiations took
place between the Air Line Pilots Association -- which was later
succeeded by ACPA -- and Air Canada regarding the pension
arrangements applicable to former CAIL Pilots.  The negotiations
concluded in the fall of 2002 by an agreement between the ACPA
and Air Canada, which was reached in the context of a mediation-
arbitration before the Honorable George W. Adams, Q.C., Mediator-
Arbitrator.  The Award Mr. Adams issued on November 20, 2002
acknowledges that the Agreement is subject to any review or
approval that may be required under applicable pension or income
tax legislation.

The Actuarial Report underscores two issues of the Award that
were raised for review by the OSFI in an Air Canada letter dated
February 26, 2003:

   (a) The modification of the early retirement reduction
       applicable to the maximum pension; and

   (b) The reversion of the Defined Contribution Ancillary
       Supplement to the unallocated portion of the fund.

Air Canada understands that the modification of the early
retirement provisions requires the Superintendent's
authorization.  Regarding the reversal of DCAS, Air Canada's
position is that this amendment does not constitute an amendment
that requires the Superintendent's authorization.  However,
considering the unique nature of the provision and amendment, and
considering that the whole agreement depends on the acceptability
of the amendment, the issue was raised with OSFI in advance.

Although it is Air Canada's intent to proceed with the
implementation of the Award, plan provisions have not been
amended yet.  The Actuarial Report has, thus, been prepared on
two different bases, being With Award and Without Award.

Pursuant to the Actuarial Report, the going-concern unfunded
liability as of July 1, 2003 is CN$28,259,000 with Award and
$47,952,000 without Award, compared with a funding excess of
CN$141,193,000 as of July 1, 2000.  The solvency deficiency as of
July 1, 2003 is CN$156,773,000 With Award and CN$225,371,000
Without Award compared to a solvency surplus of CN$41,078,000 as
of July 1, 2000.

                       Summary of Results
                       (CN$ in thousands)

Going-Concern               07/01/2003  07/01/2003
Financial Position          With Award  W/O Award   07/01/2000
                            ----------  ----------  ----------
Actuarial value of assets   CN$807,760  CN$807,760  CN$813,802
Actuarial liability            836,019     855,712     672,609
Funding excess
   (unfunded liability)        (28,259)    (47,952)    141,193

Solvency Financial
Position                    07/01/2003  07/01/2003  07/01/2000
                            ----------  ----------  ----------
Solvency assets             CN$784,483  CN$793,606  CN$868,846
Solvency liability             941,256   1,018,977     827,768
Solvency excess
   (deficiency)               (156,773)   (225,371)     41,078
Solvency ratio                    82.0%       75.7%        100%
                            ==========  ==========  ==========

The next actuarial valuation of the plan will be required as at a
date not later than July 1, 2004 or as at the date of an earlier
amendment to the plan, in accordance with the minimum
requirements of the Pension Benefits Standards Act, 1985.

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. (Air Canada Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Court Denies GTAA Appeal on Pearson Airport Relocation
------------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

         Court of Appeal Denies GTAA Leave to Appeal
    on Gate Allocation at Pearson Airport's New Terminal

In a unanimous decision by three judges, the Ontario Court of
Appeal denied the Greater Toronto Airports Authority (GTAA) leave
to appeal a February 23, 2004 decision by Justice James Farley
requiring the GTAA to abide by the agreement in place with respect
to the relocation of Air Canada's domestic operations to Pearson
Airport's new terminal.

"We have sought the court's intervention in this matter for one
purpose only - to confirm the terms of an existing agreement with
the GTAA on our relocation to the new terminal and we are
obviously pleased that the higher court has decided not to hear an
appeal of Justice Farley's decision," said Montie Brewer,
Executive Vice-President, Commercial. "We look forward to
welcoming our customers to Pearson's new terminal on April 6 and
providing them with the benefit intended all along."

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.


AIRNET COMMS: Apoints Dr. George M. Calhoun as Board Chairman
-------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC), the technology
leader in software-defined base station products for wireless
communications, announced that George M. Calhoun has been
appointed as Chairman of the Board. The company also announced
that James W. Brown and Christopher Doherty, who represent SCP
Private Equity Management, L.P., have resigned as directors.

Dr. Calhoun has served as a director of the company since March
2002 and is also currently serving as the Chairman of the Audit
Committee for AirNet. Dr. Calhoun has over 23 years of experience
in high-tech wireless systems development beginning in 1980 as the
co-founder of InterDigital Communications Corporation
(Nasdaq:IDCC). Dr. Calhoun holds a Ph.D. in Systems Science from
the Wharton School at the University of Pennsylvania, as well as a
B.A. from the same university. He is also currently on the faculty
at the Howe School of Technology Management, which is part of the
Stevens Institute of Technology in Hoboken, New Jersey.

"George Calhoun is a seasoned wireless industry veteran who has
provided the Company with valuable guidance over the last two
years," said Glenn Ehley, President & CEO of AirNet
Communications. "All shareholders should benefit from his
leadership and vision."

Mr. Brown, a partner with SCP, served as a director of the company
from November 1997 and as Chairman from October 1999. Two private
equity funds managed by SCP, SCP I and SCP II, have made a number
of investments in the company since 1997. Due to the winding down
of SCP I (the older of these funds), SCP and the Company have
determined that the best way to ensure compliance with applicable
securities laws is for both SCP representatives to leave the Board
at this time.

"SCP remains committed to AirNet, as evidenced by our debt
financing last year," said Mr. Brown. "SCP has modified its 2003
voting agreement with TECORE, Inc. to ensure that two board seats
will be available to SCP representatives at the appropriate time."

"Jim Brown's contributions to AirNet have been of immense value,"
said Glenn Ehley. "Through SCP's investments and Jim's leadership,
AirNet has developed and commercialized the most advanced
broadband, software-defined radio technologies and products
available in the GSM world."

                        About AirNet

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless data and voice services to mobile subscribers. AirNet's
patented broadband, software-defined AdaptaCell SuperCapacity
adaptive array base station solution provides a high-capacity base
station with a software upgrade path to high-speed data. The
Company's AirSite Backhaul Free base station carries wireless
voice and data signals back to the wireline network, eliminating
the need for a physical backhaul link, thus reducing operating
costs. The Company's RapidCell base station provides government
and military communications users with up to 96 voice and data
channels in a compact, rapidly deployable design capable of
processing multiple GSM protocols simultaneously. AirNet has 69
patents issued or filed and has received the coveted World Award
for Best Technical Innovation from the GSM Association,
representing over 400 operators around the world. More information
about AirNet may be found at http://www.airnetcom.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 10, 2004
edition, AirNet Communications Corporation announced that its
auditors, Deloitte & Touche LLP, had informed the Company that its
independent auditors' report issued with the Company's financial
statements as of and for the year ended December 31, 2003 will
include a paragraph that describes conditions that give rise to
substantial doubt about the Company's ability to continue as a
going concern. This paragraph is consistent with the going-concern
paragraph received by the Company in fiscal years 2001 and 2002.
Such conditions and management's plans concerning those matters
will be disclosed in the annual financial statements included in
Form 10-K.


AJ COHEN DISTRIBUTOR: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: A.J. Cohen Distributor of General Merchandise, Inc.
        50 Oser Avenue
        Hauppauge, NY 11788

Bankruptcy Case No.: 04-81785

Type of Business: The Debtor is a wholesale and retail distributor
                  of general variety merchandise and has been
                  in the business of selling retail store
                  locations as on-going businesses.

Chapter 11 Petition Date: March 19, 2004

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Gerard R. Luckman, Esq.
                  Silverman Perlstein & Acampora LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: 516-479-6300

Total Assets: $928,390

Total Debts:  $2,020,009

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Imperial Toy Corporation                   $103,811

The Paper Magic Group                       $92,446

Arett Sales                                 $68,400

HFA Inc.                                    $64,776

Leap Year Publishing                        $62,608

Vitro Chemical                              $59,782

Domino Mfg. Corp.                           $54,438

Nylonge Company                             $44,787

EMSCO Group                                 $40,833

Amloid                                      $31,678

Premier Supply Inc.                         $30,042

Howard Berger Co., Inc.                     $29,680

Zim Container Service                       $28,249

Ice Pack Inc.                               $27,638

Wiword Imports Inc.                         $27,238

Winpack Portion Packaging                   $27,238

G&S Metal Products                          $27,160

Sheth & Co. c/o Sun Plast                   $25,755

Delaware Ribbon Mfrs.                       $25,482

Panasonic Industrial                        $21,207


AMERICAN PLUMBING: Finalizes Atlas Sales as Part of Restructuring
-----------------------------------------------------------------
American Plumbing & Mechanical, Inc. (AMPAM) announced the closing
of the sale of AMPAM Atlas Plumbing, LLC in two transactions. The
assets of AMPAM Atlas Maryland were purchased by Ben Lewis
Plumbing, and the assets of the AMPAM Atlas Virginia operation
were purchased by Stephen Turner. These sales are part of AMPAM's
corporate restructuring strategy to improve its capital structure
and focus on its core competency--residential plumbing and
mechanical contracting.

The transactions were previously approved by AMPAM's Board of
Directors and supported by AMPAM's senior lenders, debtor-in-
possession (DIP) lenders, and the Official Unsecured Creditors'
Committee. On March 3, 2004, the Bankruptcy Court approved the
transactions pursuant to Section 363 of the U.S. Bankruptcy Code.

"The sale of Atlas is another milestone in executing our plan of
reorganization," stated Robert Christianson, AMPAM's Chairman of
the Board and CEO. "We are pleased with the progress being made
and the support we are getting from all constituencies."

        About American Plumbing & Mechanical, Inc.

American Plumbing & Mechanical, Inc. and subsidiaries (AMPAM), is
the largest company in the United States focused primarily on the
residential plumbing, heating ventilation and air conditioning
(HVAC) contracting services industry. AMPAM provides plumbing,
HVAC and mechanical installation services to single and multi-
family residential construction customers. Additional information
and press releases about AMPAM are available on the Company's web
site at http://www.ampam.com/


AMERICAN TISSUE: Prepetition Claims Bar Date Set for March 29
-------------------------------------------------------------
On February 9, 2004 the U.S. Bankruptcy Court for the District of
Delaware imposed certain deadlines and procedures creditors must
follow to file proof of their prepetition claims against American
Tissue, Inc., and its debtor-affiliates.

The Court has set March 29, 2004, as the deadline, or Bar Date, to
file proof of any prepetition claim against the Debtors.  Proof of
claim forms must be submitted no later than 4:00 p.m. on the Bar
Date to:

          Robert L. Berger & Associates, LLC
          16501 Ventura Boulevard, Suite 440
          Encinco, CA 91436-2068

Four types of Claims are exempted from the general Bar Date order:

        (a)  claims already filed with the Clerk of Court or
             the Debtor's claims agent;

        (b)  undisputed claims listed in the Debtor's schedules;

        (c)  claims previously allowed by the Bankruptcy Court

        (d)  administrative claims arising under sections 503 and
             507(a)(1) of the Bankruptcy Code.

Copies of Debtor's schedules may be viewed at the Office of the
Bankruptcy Clerk in Wilmington, Delaware.

American Tissue Inc. is a leading integrated manufacturer of
tissue products and pulp and paper in North America, with a
comprehensive product line that includes jumbo tissue rolls for
converting and converted tissue products for end-use. The company
filed for Chapter 11 protection on September 10, 2001 (Bankr. Del.
Case No. 01-10370). The Debtors' Counsel is Laura Davis Jones,
Esq. of Pachulski, Stang, Ziehl, Young & Jones


CLOVIS LAKES: Hires John Eleazarian to Assist with Reorg. Plan
--------------------------------------------------------------
Clovis Lakes Associates, LLC sought and obtained approval from the
U.S. Bankruptcy Court for the Eastern District of California in
its application to employ John P. Eleazarian, Esq., as its
bankruptcy counsel.

The Debtor expects Mr. Eleazarian to:

   a. prepare and filing of all required schedules, statements,
      lists and reports;

   b. seek authority to use cash collateral, if required;

   c. seek authority to incur credit, if required;

   d. negotiate, document and seek court approval of sales of
      property of the estate;

   e. seek authority to assume or reject executory contracts
      and unexpired leases;

   f. formulate, negotiate, and seek court approval of a plan
      and disclosure statement in this case;

   g. evaluate and, if appropriate prosecute objections to
      claims and affirmative claims against third parties;

   h. represent the debtor-in-possession at the meeting of
      creditors, in adversary proceedings and in contested
      matters; and

   i. generally perform those duties required of counsel for
      corporate debtors-in-possession in Chapter 11 cases.

The Debtor points out that Mr. Eleazarian is familiar with its
business and is experienced representing debtors in Chapter 11
proceedings.

Mr. Eleazarian reports that he will charge the Debtor his current
hourly rate of $275 per hour.  As of the Petition Date, Mr.
Eleazarian discloses that he received a $25,000 retainer from the
Debtor.

Headquartered in Clovis, California, Clovis Lakes Associates, LLC,
operates an amusement and water park. The Company filed for
chapter 11 protection on February 6, 2004 (Bankr. E.D. Calif. Case
No. 04-10959).  When the Company filed for protection from its
creditors, it listed $11,093,718 in total assets and $7,235,754 in
total debts.


CONMACO/RECTOR: Schedules & Statements Due by March 29
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana,
gave Conmaco/Rector, LP, more time to file their 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 May 29, 2004, to file
their Schedules of Assets and Liabilities and Statement of
Financial Affairs.

Headquartered in Belle Chasse, Louisiana, Conmaco/Rector L.P. --
http://www.conmaco.com/-- is in the business of sale and rental  
of new and used construction and industrial equipment, primarily
cranes and specialized lift equipment, complementary parts and
merchandise to a wide variety of construction and industrial
customers.  The Company filed for chapter 11 protection on
February 27, 2004 (Bankr. E.D. La. Case No. 04-11248).  Stewart F.
Peck, Esq., and Christopher T. Caplinger, Esq., at Lugenbuhl,
Wheaton, Peck, Rankin & Hubbard, LC represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed both estimated debts and assets of over
$10 million.


CORBAN COMMUNICATIONS: Has Until April 9 to File Schedules
----------------------------------------------------------
The U.S. Bankruptcy Court for the northern District of Texas,
Dallas Division, gave Corban Communications, Inc., and its debtor-
affiliates an extension to file their 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 Debtors have until April 9, 2004 to file their
Schedules of Assets and Liabilities and Statement of Financial
Affairs.

Headquartered in Plano, Texas, Corban Communications, Inc. --
http://corbancom.com/-- is a carrier-neutral network services  
provider with products such as, Point to Point Interconnect and
Transport for TDM and IP networks.  The Company filed for chapter
11 protection on March 11, 2004 (Bankr. D\N.D. Tex. Case No. 04-
32972).  Judith Weaver Ross, Esq., at Baker Botts LLP represent
the Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed both estimated debts
and assets of over $10 million.


COVANTA ENERGY: Court Orders Filing of Post-Confirmation Reports
----------------------------------------------------------------
Pursuant to the confirmed Second Reorganization Plan and Second
Liquidation Plan, it is the responsibility of Covanta Energy
Corporation -- the Reorganized Debtors and the Liquidating Debtors
-- to inform the Court of the progress made toward the:

   (a) consummation of the Second Plans under Section 1101(2) of
       the Bankruptcy Code;

   (b) entry of a final decree under Rule 3022 of the Federal
       Rules of Bankruptcy Procedure; and

   (C) case closing under Section 350 of the Bankruptcy Code.

Accordingly, Judge Blackshear rules that the Debtors or another
party as the Court may direct must comply with these
requirements:

A. Periodic Status Reports

   Pursuant to the Section 1106(a)(7) of the Bankruptcy Code, the
   Responsible Party will file, on or before April 19, 2004, a
   status report detailing the actions taken and the progress
   made toward the consummation of the Second Plans.  Reports
   will be filed thereafter every January 15, April 15, July 15,
   and October 15 until a final decree has been entered.

B. Notices

   The Responsible Party will mail a copy of the Confirmation and
   Post-Confirmation Order to the Reorganized and Liquidating
   Debtors, their attorneys, all committees, the attorney for
   each committee, and all parties who filed a notice of
   appearance in the Debtors' cases as of March 5, 2004.

C. Clerk's Charges and Report Information

   On or before March 20, 2004, the Responsible Party will submit
   a written request to the Clerk to obtain the amount of any
   notice and excess claim charges.  The amount will be paid in
   full not later than 90 days after the Effective Date.

D. Closing Report and Final Decree

   Within 15 days after the distribution of any deposit required
   by each of the Second Plans or, if no deposit was required,
   upon the payment of the first distribution required by each of
   the Second Plans, the Responsible Party will file a closing
   report in accordance with Local Bankruptcy Rule 3022-1 and an
   application for a final decree.

E. Case Closing

   The Responsible Party will submit the closing report,
   including a final decree closing the case, on or before
   September 5, 2004.  If the Responsible Party fails to comply
   with the Order, a post-confirmation status conference will be
   held on September 15, 2004 at 2:00 p.m.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
51; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


DII INDUSTRIES: Court Approves KBR-Kawasaki Settlement Agreement
----------------------------------------------------------------
Michael G. Zanic, Esq., at Kirkpatrick & Lockhart LLP, in
Pittsburgh, Pennsylvania, tells the Court that Kellogg Brown &
Root, Inc. and Kawasaki Heavy Industries, Ltd. have a long-
standing business relationship.  Kawasaki has been and continues
to be a key provider to KBR in the operation of its ammonia
technology business.  Specifically, Kawasaki manufactures and
fabricates a product known in the ammonia technology industry as
the "105D ammonia converter," which was included in ammonia
production facilities designed and constructed by KBR and its
predecessors.

According to Mr. Zanic, KBR's predecessors designed and built an
ammonia production facility located in Trinidad, Republic of
Trinidad and Tobago -- Plant No. 4 -- for the predecessors of PCS
Nitrogen Fertilizer, L.P. and PCS Nitrogen Trinidad, Ltd.  Plant
No. 4 included a 105D ammonia converter manufactured by Kawasaki.
Plant No. 4 was constructed between 1996 and 1998 and became
fully operational on September 30, 1998.

In addition to Plant No. 4, KBR or its predecessors licensed two
other ammonia production facilities in Trinidad, Republic of
Trinidad and Tobago, known as FMCL and CNC Plants.  Kawasaki 105D
ammonia converters were also included in the construction of the
FMCL and CNC Plants.  Kawasaki was the principal subcontractor
that KBR retained to fabricate the 105D ammonia converters that
were used in the three ammonia production facilities built in
Trinidad, Republic of Trinidad and Tobago.

Mr. Zanic explains that Kawasaki fabricated the 105D ammonia
converters pursuant to various purchase orders.  The terms and
conditions of the purchase orders issued to Kawasaki by KBR or
its predecessors stated that Kawasaki's warranty against
fabrication defects, related to the 105D ammonia converters,
expired one year after the converters were placed into service.
Plant No. 4 and the FMCL and CNC Plants were all placed into
service more than one year ago.

Since Plant No. 4 has been placed into service, disputes have
arisen as to the design, fitness and serviceability of the plant,
including its various component parts.  KBR has alleged that
Kawasaki's defective welding during the fabrication of the 105D
ammonia converter resulted in cracks in the walls of the
converter, thus causing damages related to Plant No. 4.

Kawasaki has maintained that it is not liable for any damages
resulting from or associated with the fabrication of the 105D
ammonia converter in Plant No. 4.  Kawasaki denies that the
cracks in the walls of the 105D ammonia converter were due to
defective welds during product fabrication and alleges that the
cracks were in fact due to KBR's specifications of materials that
were unsuitable to the manner in which the facility was operated.  
Additionally, Kawasaki maintains that any potential liability was
limited to a one-year warranty as provided in the purchase order
and such warranty expired prior to KBR's notice to Kawasaki of
the fabrication defect.

KBR and Kawasaki have been engaged in settlement negotiations
involving the settlement of the Claim.  KBR initiated the
settlement talks with Kawasaki but these talks failed at the
outset to progress into any meaningful settlement between the
parties.  Initially, all requests by KBR to Kawasaki for payment
to settle the Claim were flatly rejected, with Kawasaki citing
that the product was not defective, and in any event, assuming
that the allegations were true, the warranty period for the
product had expired.

Despite Kawasaki's continued insistence that it is not liable for
any damages related to the 105D ammonia converter, it
nevertheless agreed to amicably settle the Claim with KBR for
$500,000 and to such other terms and conditions as set forth in a
Settlement Agreement.

By this motion, the Debtors seek the Court's authority to enter
into the Settlement Agreement with Kawasaki to resolve all issues
between them.  The salient terms of the Agreement are:

   (a) Kawasaki's Settlement Contribution

       Subject to the satisfaction of a condition precedent,
       Kawasaki agrees to pay KBR $500,000 by wire transfer
       without further delay, provided that Kawasaki has received
       KBR's payment of the contract price due upon delivery of a
       105D ammonia converter pursuant to KBR Purchase Order No.
       6808-04D1-D310-01 dated November 20, 2002;

   (b) Release

       In consideration of and effective upon Kawasaki's payment
       of $500,000 to settle the Claim, KBR irrevocably and
       unconditionally releases and discharges Kawasaki from all
       causes of action, claims, controversies, demands, damages,
       and liabilities related in any way to Plant No. 4 or the
       FMCL and CNC Plants, including the design, construction,
       installation, and operation of the 105D ammonia converter
       in Plant No. 4 or the FMCL and CNC Plants;

   (c) Indemnity

       In consideration of and effective upon Kawasaki's payment
       of $500,000 to settle the Claim, KBR irrevocably and
       unconditionally agrees to indemnify, hold harmless and
       defend the Released Entities from any and all causes of
       action, claims, controversies, demands, damages, and
       liabilities related in any way to Plant No. 4, or the FMCL
       and CNC Plants, including claims related to the design,
       construction, installation, and operation of the 105D
       ammonia converter in Plant No. 4, or the FMCL and the CNC
       Plants; and

   (d) No Admission

       Nothing in the Settlement Agreement will be construed as
       an admission of liability on behalf of any of the parties.

The Debtors aver that the terms of the Settlement Agreement are
fair and reasonable and should be approved because:

   * The Settlement Agreement was the product of extensive and
     arm's-length negotiations between KBR and Kawasaki spanning
     over a period of one year;

   * As a result of the Settlement Agreement, KBR will be able to
     settle its outstanding Claim against Kawasaki for $500,000,
     which will enhance the liquidity of KBR and its affiliates;

   * Approval of the Settlement Agreement will result in the
     resolution of the Claim without imposing significant
     litigation costs on the Debtors, therefore avoiding the cost
     and expense associated with any potential lawsuit against
     Kawasaki and eliminating any uncertainty regarding recovery
     under the Claim;

   * Even assuming that the 105D ammonia converter was defective,
     Kawasaki's warranty against fabrication defects related to
     the 105D ammonia converter had already expired, thus making
     any recovery under the Claim inherently unlikely; and

   * KBR's ammonia technology business generates hundreds of
     millions of dollars in revenue and Kawasaki has been and
     continues to be a key provider to KBR in the operation of
     this core business segment.  KBR also provides integral
     engineering services to Kawasaki in one of Kawasaki's
     facilities located in the People's Republic of China.
     Resolution of the Claim in a fair, equitable and amicable
     manner is necessary to ensure the continued future business
     relationship between the parties.

                          *     *     *

Judge Fitzgerald approves the Settlement Agreement between KBR
and Kawasaki.

                    About the Debtors

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DOW CORNING: Nevadans Drop Last Obstacle to $2.35B Settlement Plan
------------------------------------------------------------------
The last legal hurdle to finalizing the massive Dow Corning
bankruptcy was overcome Friday when a Nevada attorney agreed to
dismiss his claims against parent company Dow Chemical.
Administrators of the $2.35 billion fund may complete processing
claims so that tens of thousands of women injured by breast
implants and other implantable devices may be paid.

"I continue to believe Dow Chemical was responsible for the pain
and suffering of untold numbers of women," said Nevada counsel
Geoff White of the law firm White, Meany and Weatherall. "My
brother John and I fought long and hard for the Nevada women. It
simply became clear that the process would take too long for very
sick women in Nevada and elsewhere to recover for their injuries."
White represents 48 Nevada women who have been the last plaintiffs
to sign off on the Dow Corning bankruptcy. His brother, John White
of White Law, Chartered, is the Nevadans' bankruptcy counsel.

"We commend the Nevada women and their lawyers for dismissing
their appeal for the greater good. Now all claimants can pursue
their rights under the Plan of Reorganization," said Ralph Knowles
of Doffermyre, Shields, Canfield, Knowles & Devine, a member of
the Tort Claimants Committee. "The Tort Claimants' Committee
represents the interests of all women - whether from New York or
Texas or Nevada or anywhere else. We look forward to moving ahead
with all claimants and their counsel to insist that their rights
under the Plan are protected and prosecuted."

Like all other claimants, the Nevada women will be able to either
elect a settlement option or litigate according to the Plan's
terms. But they have foregone their ability to sue Dow Chemical.
Dow Corning insisted that Dow Chemical be released from litigation
as a condition of finalizing the reorganization plan.

The Nevada attorneys and others have claimed that Dow Corning
parent company Dow Chemical was responsible for helping test the
safety of silicone and for misleading the public about its safety.
In 1995, a Nevada jury imposed liability on Dow Chemical on behalf
of Charlotte Mahlum. This judgment was upheld on appeal before the
Nevada Supreme Court. The Nevada claim was the last claim standing
against the chemical giant, whose market capitalization is almost
$38 billion.

The Dow Corning Plan of Reorganization was approved in 1999, but
has been held up by a variety of claims, including certain foreign
claimants and a U.S. government appeal aimed at reclaiming medical
expenses related to breast implant injuries.

Earlier this year, the U.S. Food and Drug Administration refused
to lift restrictions on the sale of silicone gel breast implants,
citing concerns about rupture, silicone leakage, painful local
complications and possible long-term illness.

                        Legal Timeline

2002    A federal judge in Detroit authorizes a $9.8 million
        settlement between Dow Corning and the federal government
        for medical expenses stemming from breast implant-related
        injuries, marking the removal of the second-to-last
        barrier to compensating women for damages caused by Dow
        Corning's breast implants.

1999    Plaintiffs agree to Dow Corning's offer to settle tens of
        thousands of claims of injury from silicone breast
        implants. The agreement will allow Dow Corning to emerge
        from bankruptcy proceedings.

1998    Dow Corning files for Plan of Reorganization, which
        includes the $2.3 billion (net present value) previously
        agreed-to settlement and offers claimants several payout
        options.

1997    A Louisiana jury finds Dow Chemical guilty of fraud,
        negligence, conspiracy and three other counts in the first
        phase of a state-wide class action.

1995    Dow Corning files for Chapter 11 bankruptcy. In November,
        a new global settlement is devised minus Dow Corning.
        Baxter, 3M, and Bristol-Myers Squibb are the participants.

        In October, Nevada attorney Geoff White's client Charlotte
        Malhum wins her suit against Dow Chemical for breast
        implant injuries. Malhum maintained that Dow Chemical
        failed to disclose important facts about silicone
        implants, and that Dow Chemical was liable because the
        company tested the materials used in the breast implants.
        The Nevada Supreme Court upheld the verdict on appeal.

1994    A federal judge approves a $4.25 billion "global"
        settlement offer by the large implant manufacturers (Dow
        Corning, Baxter, 3M, and Bristol-Myers Squibb) to settle
        all lawsuits.

1992    The U.S. FDA restricts the sale of silicone gel breast
        implants because of an absence of safety data. The
        greatest concern was the growing evidence that implants
        did not last a lifetime, as had been claimed, and would
        eventually rupture, leaking silicone that then was show to
        travel throughout the body.

1976    Congress passes the Medical Device Amendments to the Food,
        Drug and Cosmetic Act, giving the U.S. FDA responsibility
        For regulating all medical devices for the first time.
        Since breast implants had previously been sold in the
        U.S., they are "grandfathered in" and allowed to stay on
        the market, although the manufacturers had submitted no
        data that they were safe.


DPL CAPITAL: S&P Puts 3 Synthetic Transactions on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on three
synthetic transactions related to DPL Capital Trust II on
CreditWatch with negative implications.

The CreditWatch placements reflect the March 16, 2004 CreditWatch
placement of the ratings on DPL Capital Trust II's $300 million
8.125% trust preferred capital securities.

These DPL Capital Trust II-related transactions are swap-
independent synthetic transactions that are weak-linked to the
underlying collateral, DPL Capital Trust II's $300 million, 8.125%
trust preferred capital securities, which are guaranteed by DPL
Inc.

         RATINGS PLACED ON CREDITWATCH NEGATIVE
   
Structured Asset Trust Units Repackagings (SATURNS) DLP Capital
Security Backed Series 2002-3

$54.55 million callable units series 2002-3
   
                          Rating
          Class     To             From
          -----     -------------------
          A units   B+/Watch Neg   B+
          B units   B+/Watch Neg   B+
   
Structured Asset Trust Units Repackages (SATURNS) Trust No. 2002-4
$42.5 million DPL Capital security-backed series 2002-4
   
                          Rating
          Class     To             From
          -----     -------------------
          A units   B+/Watch Neg   B+
          B units   B+/Watch Neg   B+
   
Structured Asset Trust Unit Repackagings (SATURNS) DLP Capital
Security  Backed Series 2002-7

$25 million DPL Capital security-backed series 2002-7
   
                          Rating
          Class     To             From
          -----     -------------------
          A units   B+/Watch Neg   B+
          B units   B+/Watch Neg   B+


ENRON CORPORATION: Selling India Power Plant for $20 Million
------------------------------------------------------------
Enron Corporation, Atlantic Commercial Finance, Inc., Offshore
Power Production C.V., Enron India Holdings Ltd., Enron Mauritius
Company, Lingtec Constructors LP and Enron Equipment Procurement
Company ask the Court to authorize and approve these transactions
pursuant to which Enron will transfer its ownership interests in
a power plant in India in exchange for $20,000,000 in cash and
the opportunity to participate in certain recoveries:

   (i) The settlement and release of certain claims under the
       Overseas Private Investment Corporation Contract of
       Insurance No. E417 issued by OPIC to the Partnership
       pursuant to a Claim Settlement Agreement, by and among
       OPIC, the Partnership and Atlantic India Holdings Ltd.;

  (ii) The sales and transfers of certain interests in the
       Partnership pursuant to the terms and conditions of the
       Purchase, Transfer and Contribution Agreement, dated as
       of March 4, 2004, by and among Enron, ACF, AIHL, Enron
       B.V., Travamark Two B.V., the Partnership and the
       Purchasers -- Bechtel Enterprises Holdings, Inc. and GE
       Energy Financial Services, Inc.; and

(iii) The transactions contemplated therein, including:

       (A) The prospective severance of the bankruptcy estates
           of the Partnership, and its wholly owned
           subsidiaries, EIHL and EMC from the administratively
           consolidated estates of the Debtors; the subsequent
           administrative consolidation of the Chapter 11 cases
           of each of the Partnership Entities under the
           Partnership's case as lead case; and the full release
           of the Partnership Entities and their estates from all
           liability for unpaid administrative expenses and any
           liability to the Debtors, for reimbursement or
           contribution with respect thereto -- the
           Administrative Steps;

       (B) The mutual settlement and release of all claims of
           the Debtors and their Affiliates by and against the
           Partnership Entities and the mutual release of all
           claims of the Partnership Entities by and against the
           Debtors, including Enron and the Enron Releasing
           Parties, and the rescission of all contracts between
           or among one or more of the Partnership Entities and
           one or more of the Enron Releasing Parties, and the
           release of all present or prospective liability
           therefrom pursuant to the terms and conditions of the
           Mutual Release and Rescission Agreement between and
           among the Partnership Entities and Enron;

       (C) The mutual release of all claims of Enron and its
           affiliates, on the one hand, and OPIC, on the other
           hand, relating to Dabhol Power Company and the Dabhol
           Power Project as and subject to the exceptions set
           forth in a Waiver and Release Agreement;

       (D) The mutual release of all claims of Enron and its
           affiliates, on the one hand, and General Electric
           Company, Bechtel Corporation, Bechtel and their
           respective affiliates, on the other hand, relating to
           Dabhol and the Dabhol Power Project, as and subject to
           the exceptions set forth in a Waiver and Release
           Agreement;

       (E) The mutual release of all claims of Enron and its
           affiliates, on the one hand, and Dabhol and its
           affiliates, on the other hand, as set forth in a
           Waiver and Release Agreement;

       (F) The execution and delivery by Enron B.V. and
           Travamark of a Second Amended and Restated Agreement
           for the Establishment of a Limited Partnership Under
           the Laws of the Netherlands (Commanditaire
           Vennootchap) for the Partnership;

       (G) The execution and delivery by the Partnership,
           Travamark and Enron B.V. of a related Claim Recovery
           Sharing Agreement and the execution and delivery by
           the Partnership of a Claims Management Agreement;
     
       (H) The assumption and assignment of certain claims by
           LINGTEC, Enron Power Services, B.V., and EEPC
           pursuant to an Assignment and Assumption Agreement;
           
       (I) The dissolution of NTM Holdings Ltd. by its parent,
           EMC; and

       (J) The execution and delivery by Enron and EMC of a
           Subordination Letter pursuant to which Enron will
           agree to subordinate its claims against Enron
           Netherlands Holding B.V. in an amount not to exceed
           $196,722 in exchange for ENHBV agreeing to forgive
           $3,547,070 in principal amount of a promissory note
           issued by EMC in favor of ENHBV and ENHBV executing
           an acknowledgment to the Release Agreement.

                     The Dabhol Power Project

Dabhol was formed in 1993 by Enron affiliates, Bechtel
Corporation and GE Company to develop, own and operate a power
generating plant located in the village of Dabhol, State of
Maharashtra, India.

The Dabhol Power Project was developed in two phases.  The first
phase was financed with a combination of debt and equity, and
entered into commercial operations in May 1999.  The second phase
reached financial closure and commercial construction began in
May 1999.  The second phase was financed with:

   (i) approximately $454,000,0000 in equity contributions by
       affiliates of each of Enron, GE and Bechtel; and

  (ii) approximately $1,400,000,000 in debt to be loaned, on a
       delayed draw basis, to Dabhol pursuant to the terms of an
       Amended and Restated Offshore Retention Agreement, dated
       as of April 28, 1999, by and between Dabhol and the
       Secured Parties -- Phase I Banks, the Phase II Banks, BA
       Asia Limited, as Agent of the Phase I and II Banks,
       Industrial Development Bank of India, for itself and as
       Lead Institution for the Phase I Rupee Lenders, Phase II
       Rupee Lenders, Eximbank Guarantors, OND Guarantors and
       JEXIM/MITI Guarantors, OPIC, the Phase I Rupee Lenders,
       the Phase II Rupee Lenders, the Eximbank Guarantors, the
       OND Guarantors, the JEXIM/MITI Guarantors, Industrial
       Development Bank of India, as Mortgage Trustee, Bank of
       America NT&SA, Mumbai Branch, as Onshore Trustee, and
       U.S. Bank, as Offshore Collateral Agent and Special
       Collateral Agent.

In connection with the financing for the second phase of
development of Dabhol Power Project, Enron entered into a letter
agreement, dated as of May 6, 1999, pursuant to which it
acknowledged the existence of certain minimum Dabhol ownership
hold requirements on Enron set forth in the Common Agreement and
agreed not to cause a breach of the Common Agreement unless
otherwise required to, among other things, comply with any
"judicial or administrative rule, order, decree or legal
process".

           Expropriation of the Dabhol Power Project

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that Dabhol entered into a long-term Power Purchase
Agreement with the Maharashtra State Electricity Board, pursuant
to which the Board agreed to purchase power from Dabhol.  The
Board's obligations under the Power Purchase Agreement were
guaranteed by both the Government of Maharashtra and the
Government of India pursuant to the terms of their guarantees.

Commencing in January 2001, the Board defaulted in its payment
obligations under the Power Purchase Agreement.  When Dabhol made
demands under the government guarantees, both governments failed
to honor their obligations.  Mr. Sosland notes that the Board's
failure to honor its payment obligations under the Power Purchase
Agreement resulted in an "Event of Default" under Dabhol's power
purchase and financing documentation, and the subsequent decision
of the Phase II Rupee Lenders to suspend their commitments to
lend.  The Board, working in coordination with others at
Maharashtra, also repudiated the Power Purchase Agreement, and
procured an injunction from a Maharashtra administrative body
prohibiting Dabhol from pursuing agreed recourse to international
arbitration under the Power
Purchase Agreement.

As a result, Mr. Sosland reports, Dabhol did not have the revenue
necessary for it to continue its operations, pay its contractors
and employees or service its debt.  Shortly thereafter, the
Dabhol Power Project ceased to operate.  Subsequently, Indian
lenders to Dabhol procured an injunction in India that prohibited
Dabhol from filing the final Termination Notice under the Power
Purchase Agreement, and also procured in India the appointment of
a receiver for the physical assets and accounts of Dabhol.  The
Secured Parties accelerated their outstanding loans and
terminated their loan commitments.

                    Political Risk Insurance

Pursuant to the terms of the Policy, OPIC agreed to provide
inconvertibility, expropriation and political violence insurance
with respect to the Partnership's investment in the Dabhol Power
Project.  As a result of the actions of Maharashtra and the
Government of India, the Partnership filed a notice of claim
under the expropriation coverage of the Policy.  Pursuant to the
terms of Section 8.02 of the Policy, the insured is required to
assign to OPIC its interest in the insured investment in
connection with OPIC's payment of compensation with respect to
the Claim.

Subsequent thereto, representatives from General Electric Company
and Bechtel Corporation approached Enron regarding a purchase by
GE and Bechtel of Enron's interests in Dabhol.  In connection
therewith, OPIC, GE, Bechtel and Enron negotiated a two-staged
transaction pursuant to which:

   (i) the Partnership and OPIC would settle the Claim;

  (ii) AIHL would initially transfer a 49% ownership interest,
       consisting entirely of limited partnership interests, in
       the Partnership to GE and Bechtel -- the First Closing;
       and

(iii) if and when the Indian Government will have waived the
       requirement under Section 3(d) of the GOI Guarantee that
       Enron continue to hold at least 26% of the issued share
       capital of Dabhol for the GOI Guarantee not to expire, if
       required, all remaining interests of Enron and its
       affiliates in the Partnership would be transferred to GE
       and Bechtel -- the Second Closing.

                     The Settlement Agreement

After substantial negotiations, OPIC, the Partnership and AIHL
agreed on these Settlement terms:

A. Payment; Settlement of Claim

   On the First Closing Date, OPIC will pay to the Partnership,
   by wire transfer $400,000, which payment will constitute full
   settlement of the Claim.

B. Assignment and Transfer

   OPIC, AIHL and the Partnership agreed that assignment and
   transfer by AIHL to OPIC or its designee(s) of 24.31% of
   AIHL's limited partnership interests in the Partnership,
   representing 24.24% of the total Ownership Interests in the
   Partnership, will satisfy the assignment requirements of
   Section 8.02 of the Policy.  OPIC's designees for receipt of
   the Assigned Interests are Bechtel BV and GE BV, each to be
   assigned one half of the Assigned Interests on the terms and
   conditions set forth in the Purchase Agreement.

C. Release by the Partnership

   On the First Closing Date, the Partnership releases and
   forever discharges OPIC from (i) any obligation under or in
   connection with the Policy and (ii) any and all claims,
   suits, demands, damages, losses, liabilities, debts,
   agreements, promises, actions and causes of action of
   whatsoever kind or nature arising out of, in connection with,
   or under the Policy or the negotiation or the execution of
   the Settlement Agreement.  Each of the Partnership and AIHL
   represents and warrants that there has been no assignment or
   other transfer of any interest in any claim covered by the
   OPIC Release that it has or may have against any OPIC Party.

D. Release by OPIC

   On the First Closing Date, OPIC releases and forever
   discharges the Partnership and its Released Parties from (i)
   any obligation under or in connection with the Policy and
   (ii) any and all claims, suits, demands, damages, losses,
   liabilities, debts, agreements, promises, actions and causes
   of action of whatsoever kind or nature, arising out of, in
   connection with, or under, the Policy, or the negotiation or
   the execution of the Settlement Agreement.  OPIC represents
   and warrants that there has been no assignment or other
   transfer of any interest in any claim covered by the OPP
   Release that OPIC has or may have against the Partnership.

E. Effectiveness of Agreement

   Notwithstanding anything contained in the Settlement
   Agreement or in the Purchase Agreement to the contrary, the
   Parties acknowledge and agree that, if the First Closing and
   the payment of the Purchase Price fail to occur immediately
   upon delivery of the Settlement Agreement by each of the
   Parties, then the Settlement Agreement will be of no force
   or effect unless and until the First Closing will have
   occurred.

The Purchase Agreement further provides that on the First Closing
Date, the Settlement Parties will execute and deliver the
Enron/OPIC Release.

Mr. Sosland relates that the Settlement Agreement was negotiated
by the parties extensively, at arm's length and in good faith.  

The potential value remaining for Enron's equity investment in
the Dabhol Power Project is contingent upon:

   (a) the Partnership's ability to recover against OPIC
       pursuant to the Policy;

   (b) Dabhol's ability to recover from any of the Board, the
       Indian Government or the Government of Maharashtra for
       either their breaches under the Power Purchase Agreement,
       the GoI Guaranty and the GoM Guaranty; or

   (c) the Partnership Entities' ability to recover pursuant to
       a bi-lateral investment treaty or similar law, as
       applicable.

Each of the contingencies have been carefully evaluated by the
Debtors, and they have determined that recovery on these claims,
if any, will involve complex and lengthy litigation and the
expenditure of significant amounts in legal fees and expenses --
which the Settlement Agreement and related Transactions will
avoid.

                      The Purchase Agreement

The salient terms of the Purchase Agreement are:

A. AIHL Transfers

   (1) At the First Closing, AIHL will sell and transfer to
       Bechtel or its Purchaser Designee, 12.42% of its
       Ownership Interest as a limited partner in the
       Partnership.  At the First Closing, AIHL will sell and
       transfer to GE or its Purchaser Designee 12.42% of its
       Ownership Interest as a limited partner in the
       Partnership;

   (2) At the First Closing, AIHL will transfer (a) to Bechtel
       or its Purchaser Designee 12.156% of its Ownership
       Interest as a limited partner in the Partnership and (b)
       to GE or its Purchaser Designee 12.156% of its Ownership
       Interest as a limited partner in the Partnership;

   (3) Concurrently with the transfers, at the First Closing,
       AIHL will contribute and transfer its remaining
       Ownership Interests as a limited partner in the
       Partnership to Enron B.V., such portion being equal to a
       50.7% Ownership Interest in the Partnership.  
       Concurrently with the contribution and transfer of the
       remaining Ownership Interests to Enron B.V., AIHL will
       withdraw completely, unconditionally and irrevocably as a
       limited partner of the Partnership;

   (4) On the First Closing Date, each of GE, Bechtel and Enron
       B.V. will fully assume all liabilities of its acquired,
       transferred and accepted Ownership Interests from AIHL in
       a manner consistent with its status as a limited partner
       of the Partnership, and undertake to settle the
       liabilities as its own and will furthermore fully
       discharge AIHL from any and all liabilities as a limited
       partner of the Partnership; and

   (5) Except as otherwise provided in the New Partnership
       Agreement or in any other agreement among the Parties or
       their Affiliates, at the First Closing, the title to any
       and all assets held by AIHL through its Ownership
       Interests, will be deemed to be transferred, pro rata to
       the acquired Ownership Interests, to GE, Bechtel and
       Enron B.V. by execution of the New Partnership Agreement.

B. Travamark Transfer

   (1) In accordance with the New Partnership Agreement and in
       consideration of the price payable pursuant to the
       Purchase Agreement, at the Second Closing, Travamark will
       sell and transfer to a Bechtel Designee one-half of
       Travamark's Ownership Interests in the Partnership.  At
       the Second Closing, Travamark will sell and transfer to a
       GE Designee one-half of Travamark's Ownership Interests
       in the Partnership.  Pursuant to the Travamark Transfer,
       the Bechtel and GE Designees will be admitted as general
       partners to the Partnership.  Concurrently with the
       transfer of the Ownership Interests, Travamark will
       withdraw completely, unconditionally and irrevocably as a
       general partner of the Partnership;

   (2) Upon consummation of the Travamark Transfer, each of the
       Bechtel and GE Designee will fully assume all liabilities
       of its acquired, transferred and accepted Ownership
       Interests from Travamark and undertake to settle the
       liabilities as its own and will furthermore fully
       discharge Travamark from any and all liabilities as
       general partner; and

   (3) Except as otherwise provided in the Third Amended and
       Restated Partnership Agreement or in any other agreement
       among the Parties or their Affiliates, at the Second
       Closing, the title to and any and all assets held by
       Travamark through its Ownership Interests or as former
       general partner of the Partnership, will be deemed to be
       transferred, pro rata to the acquired Ownership Interests,
       to each of the GE and Bechtel Designees by execution of
       the Third Amended and Restated Partnership Agreement.

C. Enron B.V. Transfer

   (1) In accordance with the New Partnership Agreement and in
       consideration of the price payable pursuant to the
       Purchase Agreement, at the Second Closing, Enron B.V.
       will sell and transfer to Bechtel one-half of Enron
       B.V.'s Ownership Interests in the Partnership.  At the
       Second Closing, Enron B.V. will sell and transfer to GE
       one-half of Enron B.V.'s Ownership Interests in the
       Partnership.  Concurrently with the transfer of the
       Ownership Interests to Bechtel Enron B.V. will withdraw
       completely, unconditionally and irrevocably as a limited
       partner of the Partnership;

   (2) Upon the EBV Transfer, Bechtel and GE will each fully
       assume all liabilities of its acquired, transferred and
       accepted Ownership Interests from Enron B.V. and
       undertake to settle these liabilities as its own and
       will furthermore fully discharge Enron B.V. from any and
       all liabilities as a limited partner; and

   (3) Except as otherwise provided in the Third Amended and
       Restated Partnership Agreement or in any other agreement
       among the Parties or their Affiliates, on the Second
       Closing Date, the title to and any and all assets held by
       Enron B.V. through its Ownership Interests, will be
       deemed to be transferred, pro rata to the acquired
       Ownership Interests, to Bechtel or and GE by execution of
       the Third Amended and Restated Partnership Agreement.

D. Consideration for Transfers

   In consideration for the transfers, each Purchaser will
   severally pay at the First Closing to AIHL or its order
   $10,000,000.  If the Second Closing fails to occur, no
   Purchaser will be entitled to any refund or reimbursement
   of the payment.

E. Admission of Partner

   Following the consummation of the AIHL Transfer, at the First
   Closing each of the Purchasers, Enron B.V. and Travamark will
   enter into the New Partnership Agreement and, upon execution
   and delivery of the New Partnership Agreement, each of the
   Purchasers and Enron B.V. will become limited partners in the
   Partnership.

F. Third Amended and Restated Partnership Agreement

   Following the consummation of the Enron B.V. Transfer and the
   Travamark Transfer, on the Second Closing Date, each Purchaser
   will enter into the Third Amended and Restated Partnership
   Agreement.

G. Purchase and Sale of Entirety of Ownership Interests

   Notwithstanding anything to the contrary in the Purchase
   Agreement, each Closing will occur only with respect to the
   performance of the entirety of the obligations set forth in
   the Purchase Agreement to be performed at Closing.  For the
   avoidance of doubt, consummation of each Transfer to a
   Purchaser will occur only if consummation of the corresponding
   Transfer to the other Purchaser occurs simultaneously.

H. Dabhol Release; Vote of Purchaser Designees to Dabhol Board;
   Assignment of Contractor Claims

   (1) Prior to and after the First Closing Effective Date, GE
       and Bechtel will use commercially reasonable efforts to
       cause Dabhol to provide a general release in favor of
       Enron and its Affiliates relating to or arising out of
       Enron's and its Affiliates' ownership of Dabhol or
       involvement with the Dabhol Power Project, in exchange
       for a like release of Dabhol from Enron and its
       Affiliates;

   (2) Until the releases are executed and delivered (1) each of
       GE and Bechtel will use their commercially reasonable
       efforts to cause each of their Affiliates' designees to
       the Board of Directors of Dabhol to vote in favor of the
       execution and delivery by Dabhol of its release and
       against prosecuting, commencing or instituting any claim,
       action, suit or proceeding against Enron or any of its
       Affiliates or representatives relating to or arising out
       of the party's ownership of or involvement with the Dabhol
       Power Project, pursuant to the Project Financing
       Agreements or otherwise, and (2) at the request of Bechtel
       and GE, Enron will cause each of its Affiliates not to
       prosecute, commence or institute any claim, action, suit
       or proceeding against Dabhol or any of its Affiliates or
       representatives relating to or arising out of the party's
       ownership of or involvement with the Dabhol Power Project,
       pursuant to the Project Financing Agreements or otherwise,
       provided that nothing in this provision of the Purchase
       Agreement will preclude or prohibit any of the Enron
       Parties or any of its Affiliates from prosecuting,
       commencing or instituting any claim, action, suit or
       proceeding against Dabhol or any of its Affiliates or any
       other Person if Dabhol, any of its Affiliates or any other
       Person has commenced an action, suit or proceeding against
       any of the Enron Parties or its Affiliates in any way
       related or connected to the Dabhol Power Project or
       Dabhol; and

   (3) Upon execution and delivery of the releases, the
       outstanding claims of Affiliates of Enron against Dabhol
       will be assigned to Purchaser Designee(s) pursuant to the
       Assignment Agreement.  Enron will use commercially
       reasonable efforts to cause its Affiliates to execute and
       deliver the assignment.

I. Filing of Amended Proof of Claims

   Without limiting the generality of the Enron/GE/Bechtel
   Release, within five Business Days after the First Closing
   Date, GE and Bechtel will each amend or cause to be amended
   any and all proofs of claim filed with the Court in the
   Bankruptcy Case relating to the Partnership, its Subsidiaries,
   Dabhol or the Dabhol Power Project to reflect the execution
   and delivery of the Enron/GE/Bechtel Release and to withdraw
   any claim covered by the release, by filing an amended proof
   of claim.  

J. Transfer Taxes

   The Enron Parties, on the one hand, and the Purchasers, on
   the other hand, will each be responsible for the payment of
   one-half of the aggregate amount of all sales, use, transfer,
   filing, recordation, registration and similar Taxes and fees
   arising from or associated with the contemplated
   transactions, unless any such Taxes are specifically levied
   under Applicable Law on the Enron Parties, and each party
   will file all necessary documentation with respect to, and
   make all payments of, such Taxes and fees imposed on it on a
   timely basis.

K. Termination

   The Purchase Agreement may be terminated and the
   transactions contemplated by the Purchase Agreement may be
   abandoned at any time prior to the First Closing Effective
   Date under certain conditions the parties agree.

L. Effect of Termination

   No termination of the Purchase Agreement will be effective
   until written notice is given to the non-terminating parties
   specifying the provision of the Purchase Agreement pursuant
   to which the termination is made.  If validly terminated, the
   Purchase Agreement will become void and of no further force
   and effect without liability to the Purchasers, the Enron
   Parties and the Partnership.  Notwithstanding anything in the
   Purchase Agreement to the contrary, the maximum liability of
   the Purchasers, on the one hand, and the Enron Parties, on the
   other hand, will not exceed $500,000 in the aggregate for all
   claims, actions, suits and proceedings arising under, in
   connection with, or related to the Purchase Agreement.

Mr. Sosland points out that the Sale gives Enron the ability to
immediately realize approximately $20,000,000 in respect of its
investment in the Dabhol Power Project.

                  The New Partnership Agreement

Mr. Sosland relates that to facilitate consummation of the OPP
Sale Transaction and to provide for the organization and
management of the Partnership during the period between the First
Closing and the Second Closing, subject to Court approval and the
terms of the Purchase Agreement, (i) GE and Bechtel have agreed
to cause their designated affiliates, and (ii) each of Travamark
and Enron B.V. has agreed, to execute and deliver the New
Partnership Agreement.  The New Partnership Agreement provides
that Travamark will be the general partner of the Partnership and
each of the Enron B.V., the designated GE affiliate and the
designated Bechtel affiliate will be the limited partners of the
Partnership.  The New Partnership Agreement will only be in
effect until the consummation of the Second Closing.  

The principal terms and conditions of the New Partnership
Agreement are:

A. Purpose of the Partnership

   The objectives of the Partnership are to:

   (1) Participate in, manage and finance other legal entities
       or companies, enterprises and corporations in any way
       whatsoever and to be a general or limited partner in any
       partnership;

   (2) Obtain, invest in, possess, alienate, encumber, rent,
       let, lease and lease out and otherwise dispose of
       securities, bonds, shares, options, commodities, futures
       and currency contracts, and other securities and movable
       and real property, participations and interests in legal
       entities, companies and enterprises;

   (3) Develop activities in a commercial, financial and
       industrial field;

   (4) Take any and all actions necessary or advisable to pursue
       claims and causes of action in respect of any of the
       Partnership's activities and assets; and

   (5) Do everything that is or may be connected therewith or
       conducive thereto in or outside The Netherlands, all in
       the widest sense.

   The Partnership will have the power to give or take loans, to
   put up and obtain collateral security, to buy, sell, lease,
   mortgage and encumber real property, to open bank accounts
   and to place funds on deposit, to declare trusts and to place
   securities or other personal property in safe custody in or
   outside The Netherlands.  The Partnership will have the power
   to receive dividend and interest payments, rents and other
   revenues and proceeds, to convert any of the Securities as it
   deems fit and to pay out or distribute funds or the
   Securities as it deems fit.

B. Capital Contributions

   The Partners acknowledge and agree that, as of the Restatement
   Date, the Partners have contributed to the capital of the
   Partnership the amounts which will be credited to the Capital
   Accounts of the Partners.  Accordingly, as of the Restatement
   Date, Enron B.V. will hold 50.7% of the Ownership Interests in
   the Partnership consisting entirely of limited partnership
   interests, each of Bechtel and GE will hold 24.5% of the
   Ownership Interests in the Partnership consisting entirely of
   limited partnership interests, and Travamark will hold 0.3% of
   Ownership Interests in the Partnership consisting entirely of
   general partnership interests.

C. Additional Capital Contributions

   (a) General.  At any time and from time to time after the
       Restatement Date, the General Partner may require or,
       upon unanimous consent of the Partners, request that the
       Partners make additional Capital Contributions to the
       Partnership in accordance with the terms and conditions
       set forth in the New Partnership Agreement.  Each
       Additional Capital Contribution required and agreed to be
       made by any Partner in respect of any Capital Call will
       be due on the date that is ten Business Days after the
       date of receipt by such Partner of the applicable Capital
       Call Notice; and

   (b) Partnership Expenses.  In the event any Mandatory
       Partnership Expense is or is to be paid after the
       Restatement Date in accordance with the terms of the New
       Partnership Agreement, the General Partner may make a
       Capital Call to the Partners to fund the Partnership
       Expense.  The portion of Partnership Expense payable by
       each Partner will be an amount equal to that Partner's
       Percentage Interest thereof.

D. Authority of the General Partner

   The Partnership will be managed and represented solely by the
   General Partner, which will have the exclusive power and
   authority, on behalf of the Partnership, to take any action
   of any kind not inconsistent with the provisions of the New
   Partnership Agreement and to do anything and everything it
   deems necessary or appropriate to carry on the business and
   purposes of the Partnership.  Limited Partners may not incur,
   and will not be entitled to reimbursement for, Partnership
   Expenses.  No Limited Partner will participate in the
   management and control of the business of the Partnership or
   have any authority to represent or bind the Partnership.
   Notwithstanding anything in the New Partnership Agreement to
   the contrary, the Partnership will not take, and the General
   Partner will not take for or on behalf of the Partnership,
   either directly or indirectly, approval of limited partners of
   the Partnership that collectively hold Ownership Interests in
   the Partnership in excess of 66% of the Ownership Interests
   in the Partnership any of these actions:

   (a) any action to voluntarily dissolve the Partnership;

   (b) adopting a plan of liquidation or taking any action
       relating to the bankruptcy of the Partnership; or

   (c) consummating, or the taking of any material steps to
       facilitate, any transaction that involves the sale,
       merger, consolidation, reorganization or restructuring of
       the Partnership or the sale of all or substantially all
       of the assets of the Partnership, other than as required
       pursuant to the Project Financing Agreements.

E. Removal of the General Partner

   The General Partner will be subject to removal as the General
   Partner of the Partnership by the Majority Parties, but only:

   (a) upon a finding of gross negligence, reckless disregard,
       intentional wrongdoing, willful misconduct or bad faith
       on the part of the General Partner or upon the bankruptcy,
       dissolution, or liquidation of the General Partner;

   (b) if the removal does not cause any breach or default under
       any of the Project Financing Agreements; and

   (c) if GE and Bechtel purchase Travamark's and Enron B.V.'s
       Interest in the Partnership in accordance with the terms
       and conditions set forth in the Purchase Agreement or the
       Majority Parties will, at the time of removal, appoint a
       successor General Partner that is an Affiliate of Enron
       B.V. and such successor will be admitted to the
       Partnership as a General Partner and will become the
       "General Partner" at the time of the removal of the
       removed General Partner.  

   Thereafter, except as required by applicable law, the removed
   General Partner will not have any of the powers, obligations
   or liabilities of a General Partner of the Partnership under
   the New Partnership Agreement or under applicable law but will
   retain its Interests in the Partnership and will, upon the
   unanimous consent of all Partners, become a Limited Partner.

F. Transfers of Ownership Interests in the Partnership

   The General Partner may not sell, assign, transfer, pledge,
   hypothecate or otherwise dispose of all or any part of its
   Ownership Interests except as provided in the Purchase
   Agreement at the time of the Second Closing.  No Limited
   Partner may sell, assign, transfer, pledge, hypothecate or
   otherwise dispose of all or any part of its Ownership
   Interests, or sell or otherwise dispose of any economic
   interest therein, without the prior written consent of each
   other Partner.

G. Exculpation and Indemnification

   None of the General Partners will be liable to the Partnership
   or to the Partners for any losses, claims, damages or
   liabilities arising from, related to, or in connection with,
   the New Partnership Agreement or the General Partner's duties
   or the Partnership's business or affairs, except for any
   losses, claims, damages or liabilities that resulted from the
   Indemnified Person's gross negligence, reckless disregard,
   intentional wrongdoing, or willful misconduct.  The
   Partnership will indemnify and hold harmless each
   Indemnified Person against any losses, claims, damages or
   liabilities arising prior to, on or after the Restatement
   Date to which the Indemnified Person may become subject in
   connection with any matter arising from, related to, or in
   connection with, the New Partnership Agreement or the
   performance by the General Partner of its duties or the
   Partnership's business or affairs, except (A) for losses,
   claims, damages or liabilities as are determined by final
   non-appealable judgment of a court of competent jurisdiction
   to have resulted from any Indemnified Person's gross
   negligence, reckless disregard, intentional wrongdoing, or
   willful misconduct and (B) any loss of, or decline in value
   of, any Ownership Interest as a result of losses, claims,
   damages or liabilities of or against the Partnership.

                        Claims Agreements

After substantial negotiations, each of the Partnership, a GE
affiliate and a Bechtel affiliate -- the Claims Managers --
agreed to execute and deliver the Claims Management Agreement.  
In the same manner, each of the Partnership, Travamark, a GE
affiliate, a Bechtel affiliate and Enron B.V. agreed to execute
and deliver the Claims Recovery Sharing Agreement.

The Claims Agreements generally provide for:

   (i) the prosecution by the Claims Managers on behalf of the
       Partnership of the Partnership's claims against the
       Indian Government for violation of a bilateral investment
       treaty by and between the Indian Government and the
       Government of the Netherlands; and

  (ii) the distribution among Enron, GE and Bechtel of any
       proceeds that may be received by the Partnership in
       connection with therewith.

Mr. Sosland notes that the Claims Agreements gives Enron the
opportunity to participate in a portion of any Recovery the
Partnership may obtain against the Indian Government.

                      Administrative Steps

By orders of the Court dated March 28, 2002, each of the
Partnership, EIHL and EMC were administratively consolidated with
the Chapter 11 case of Enron.  As of the Second Closing Date,
Enron will cease to have any ownership interest, directly or
indirectly, in the Partnership.  At this time, the Partnership
Entities will cease to be an "affiliate" of the Debtors as that
term is defined in Section 101(2) of the Bankruptcy Code, and the
requirements of Rule 1015(b) of the Federal Rules of Bankruptcy
Procedure will no longer be satisfied.  To facilitate an orderly
Second Closing, the Enron Parties, the Purchasers and the
Partnership desire to prospectively sever the Partnership
Entities Cases from the Cases as of the First Closing Date.  In
addition, each of the Enron Parties, the Purchasers and the
Partnership request that, effective upon severance, the
Partnership Entities and their estates be fully released from all
liability for unpaid administrative expenses and any liability to
the Debtors, or any of them, for reimbursement of contribution
with respect thereto.

According to Mr. Sosland, the joint administration of the
Partnership Entities will obviate the need for duplicative
notices, applications and orders, thereby saving considerable
time and expense for the Partnership Entities and their estates.  
Moreover, Mr. Sosland assures the Court that the rights of the
creditors of the Partnership and the Partnership Entities will
neither be adversely affected by the severance of the Partnership
Entity Cases from the Cases on the First Closing Date or by the
proposed joint administration of the Partnership Cases because in
each case, each creditor retains its claim against a particular
estate.

                         Claims Assignment

To facilitate consummation of the OPP Sale Transaction,
LINGTEC, Enron Power Services, B.V., EEPC and Enron Engineering
and Construction Company -- the Assignors  -- and the Purchasers
agreed to execute and deliver the Assignment Agreement, pursuant
to which each Assignor will assign to the Purchasers or their
affiliated designees, their successors and assigns, all of its
rights, title and interest in and to any and all of its claims
against Dabhol arising under the agreements relating to the
construction of the Dabhol Power Project.

                     NTM Holdings Dissolution

NTM is a wholly owned subsidiary of EMC.  NTM has no assets or
liabilities.  As a condition to the consummation of the OPP Sale
Transaction, the Purchasers have requested EMC to dissolve NTM.  
As NTM is located in the Cayman Islands, the Debtors are seeking
Court approval and authority to take necessary actions under
Cayman or other applicable law to effectuate the Dissolution.

To date, Mr. Sosland tells Judge Gonzalez that the Debtors have
dissolved non-Debtor affiliates when dissolution:

   (a) involved a non-Debtor affiliate with no on-going business
       operations;

   (b) resulted in a reduction of administrative burdens and
       expenses;

   (c) was required by foreign, federal, state, local or other
       applicable law;

   (d) was a condition to a stock or asset sale in connection
       with the divestiture of the Debtors' non-core assets; or

   (e) furthered the objectives of the Joint Plan by disposing
       of non-core business activities and related companies.

The Debtors have used statutory dissolution procedures in
conjunction with the winding down of the business operations of
the non-Debtor affiliates.  EMC seeks to dissolve NTM based on
the same criteria. (Enron Bankruptcy News, Issue No. 102;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


GALEY & LORD: Names Leonard F. Ferro as Chief Financial Officer
---------------------------------------------------------------
March 19, 2004 / PR Newswire

Galey & Lord, Inc., which recently emerged from Chapter 11,
announced that Leonard F. Ferro has been named Chief Financial
Officer of Galey & Lord, Inc. He will continue to be responsible
for all domestic and foreign financial activities for the Company.

Mr. Ferro will report to John J. Heldrich, Jr., President and
Chief Executive Officer.

Mr. Ferro joined Galey & Lord in September 1998 as Corporate
Controller and since January 2001 has served as Vice-President and
Chief Accounting Officer. Mr. Heldrich said, "Len is a highly
qualified professional whose understanding of our businesses and
technical skills have been of critical importance during our
recent reorganization. The designation as Chief Financial Officer
clearly reflects his past and future role within the organization.
I am delighted to have someone of his caliber in this key
position."

The Company is a leading producer of innovative woven sportswear
fabrics as a result of its expertise in sophisticated and
diversified finishing. Fabrics are designed in close partnership
with a diversified base of customers to capture a large share of
the middle and high end of the bottomweight woven market. The
Company is also a leading producer of differentiated and value-
added denim products. The Company and its foreign subsidiaries
employ approximately 3,200 employees in the United States and 215
employees in its owned foreign operations. The Company and its
joint venture interests operate in the U.S., Canada, Mexico, Asia,
Europe and North Africa.


GASCO SPORTSWEAR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: G.A.S.C.O. Sportswear, Ltd.
        dba Great American Sportswear Co.
        47-38 Metropolitan Avenue
        Maspeth, NY 11378

Bankruptcy Case No.: 04-13966

Type of Business: The Debtor manufactures knitted apparel which
                  is principally sold to department stores,
                  catalog houses and other retailers
                  throughout the U.S. and Canada.

Chapter 11 Petition Date: March 19, 2004

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Gerard R. Luckman, Esq.
                  Silverman Perlstein & Acampora LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: 516-479-6300

Total Assets: Unstated

Total Debts:  $1,451,400

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Richline/The CIT Group                     $303,176
P.O. Box 1036
Charlotte, NC 28201-1036

Neman Brothers & Assoc.                    $249,273

La Fayette/CIT Group                       $120,425

Absolute Textile                            $67,212

Jennifer Prints                             $45,535

AAA Bags & Supply                           $36,450

Superior Bias Binding Co., Inc.             $34,890

Matrix/HSBC Business                        $32,259

Romex Textile/The CIT Group                 $31,568

Samsung America-HSBC                        $24,538

Coast to Coast - GE Capital Fabrics         $23,580

Planet Fabrics/The CIT Group                $22,190

Matrix- Rosenthal & Rosenthal               $20,062

LC & A Consulting                           $20,000

Apparel Direct                              $16,054

Avery Dennison Ticketing                    $15,635

Hampton Print                               $14,018

P & M Distributors                          $13,529

Trmit, Inc./Global Direct                   $13,361

The Button Depot                            $13,272


GENESIS: Issues Update on Open Items Remaining in Chapter 11 Case
-----------------------------------------------------------------
In response to Judge Wizmur's request for a status report on March
1, 2004, Russell C. Silberglied, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, reports that these items remain
open in Genesis Health Ventures, Inc.'s Chapter 11 cases:

(1) Claims Objections

    The deadline for Genesis to object to claims has expired.
    However, claims filed by the State of New Jersey and the
    Internal Revenue Service, which Genesis objected to prior to
    the deadline, have been continued from time to time in an
    attempt for the parties to mutually agree on a liquidated
    allowed claim amount.  In addition, certain claims have
    recently been filed, three years after the bar date, that the
    Debtors will object to.

(2) Personal Injury Claims

    The Debtors are still administering the Court-ordered ADR
    Procedures.  In addition to ruling on stipulations and an
    omnibus motion for relief from the automatic stay or
    discharge injunction at the conclusion of the ADR
    Procedures, there are certain claims that the Reorganized
    Debtors may need to seek to disallow, or to seek other
    remedies, due to the claimants' lack of response to the ADR
    Procedures.

(3) Appeals

    The Court's holdings concerning the amount of quarterly fees
    owed to the United States Trustee are now fully briefed
    before the Third Circuit Court of Appeals.  Oral argument on
    these appeals is scheduled for March and April.  In addition,
    creditor R. Steven Scherfel is continuing to press his appeal
    of the Court's order estimating his False Claim Act claim at
    $0.  The appeal also is fully briefed to the Third Circuit
    Court of Appeals.  Oral argument is set on April 12, 2004.

(4) New Subordinated Bondholder Complaint

    On January 27, 2004, 275 individually named subordinated
    bondholders, including Charles Grimes, filed a complaint in
    the Supreme Court of the State of New York, styled Richard
    Haskell, et al. v. Goldman Sachs & Co., Melon Bank, N.A.,
    Highland Capital Management LP, Genesis Health Ventures, Inc.
    and George V. Hager.  The suit alleges that the Debtors,
    their management and their banks somehow defrauded the Court
    and the Plaintiffs by undervaluing the Debtors at the
    confirmation hearing and the other defendants obviously
    dispute both the substance of these allegations and the
    procedural propriety of asserting them more than two years
    after the plan was confirmed.  The Defendants removed the
    suit to the United States District Court for the Southern
    District of New York and moved to transfer venue to the
    District of Delaware for referral of the case.  The
    Plaintiffs have consented to the transfer and it is
    anticipated that the case will be assigned an adversary
    docket number and referred to Judge Wizmur once the file
    reaches the Bankruptcy Clerk's office in Wilmington.
    (Genesis/Multicare Bankruptcy News, Issue No. 53; Bankruptcy
    Creditors' Service, Inc., 215/945-7000)


GLOBAL CROSSING: Settles Four Star California Litigation
--------------------------------------------------------
Global Crossing Bandwidth, Inc., formerly known as Frontier
Communications of the West, is a California corporation with its
principal place of business in Santa Barbara, California.  Global
Crossing Bandwidth provided telecommunications services to Direct
Connect, Inc. and Direct Connect Communication, LLC pursuant to a
certain Carrier Services Agreement dated May 27, 1998.  Global
Crossing Bandwidth contends that, after the DC Entities fell into
arrears under the CSA, Four Star Financial Services, LLC agreed
to guarantee the DC Entities' obligations under the CSA to induce
Global Crossing Bandwidth to continue to provide
telecommunications services.  Four Star is a California limited
liability company with its principal business in Redwood City,
California.

Michael F. Walsh, Esq., at Weil, Gotshal & Manges LLP, in New
York, recalls that on October 10, 2000, Global Crossing Bandwidth
filed a lawsuit against Four Star with the Santa Barbara County
Superior Court.  Global Crossing Bandwidth sought damages
against, among others, Four Star.  In the Litigation, Global
Crossing Bandwidth alleged, among other things, that Four Star
had guarantied the obligations of the DC Entities and, based on
that guaranty, Four Star was required to pay to Global Crossing
Bandwidth a sum of no less than $3,000,000 as a result of a
judgment.  Four Star disputes Global Crossing Bandwidth's
allegations.

To settle disputes without further expense or litigation, and to
release all claims that Global Crossing Bandwidth and Four Star
now have against each other or may in the future acquire, both
parties entered into a stipulation, which the Court approved.  
The salient terms of the stipulation are:

   (1) Four Star will pay Global Crossing Bandwidth $100,000 in
       four installments of $25,000 each.

   (2) If Four Star is not then in bankruptcy, it will pay Global
       Crossing Bandwidth an additional $25,000 on each of these
       dates:

       * July 15, 2004;
       * August 15, 2004;
       * September 15, 2004; and
       * October 15, 2004.

   (3) If Four Star is not then in bankruptcy, it will pay Global
       Crossing Bandwidth an additional $25,000 on each of these
       dates:

       * July 15, 2005;
       * August 15, 2005;
       * September 15, 2005; and
       * October 15, 2005.

The Parties have agreed that Global Crossing Bandwidth will ask
the California Court to approve the Stipulation.

If Four Star makes all the payments called for under the
stipulation, the California Court will dismiss the Litigation
with prejudice.  If, however, Four Star fails to make a payment
and cannot cure the default, the California Court will enter a
judgment against Four Star in the amount of $3,000,000 less any
payments made by Four Star to Global Crossing Bandwidth.

Mr. Walsh explains that a default under the stipulation will
occur if:

   -- Four Star fails to make a payment and fails to cure that
      default within 14 days of the effective date of delivery of
      written notice of default sent first class mail, postage
      prepaid, and via facsimile to:

           Mr. Jack Garrett
           President
           Four Star Financial Services, LLC
           11755 Wilshire Blvd., Suite 1350
           Los Angeles, CA 90025-1506
           Fax: (310) 478-5535

      with a copy to Miles Archer Woodlief, Esq., sent first
      class mail, postage prepaid, and via facsimile; or

   -- Four Star is the subject of a case under the Bankruptcy
      Code.

According to Mr. Walsh, if Four Star defaults under the terms of
the stipulation, Global Crossing Bandwidth will have the right to
file the Consent Judgment against Four Star in the California
Court and to begin collecting on that judgment immediately.  In
the event the default is caused by the bankruptcy of Four Star,
Global Crossing Bandwidth will have the right to file a proof of
claim in that bankruptcy case for $3,000,000 less any payments
made by Four Star to Global Crossing Bandwidth.

In addition, Global Crossing Bandwidth and Four Star release and
forever discharge each other from any and all actions, causes of
action, suits, controversies, proceeding, debts, contracts,
damages, claims, costs, and demands which they have had, now
have, or which they may acquire in the future, other than the
obligations set forth in the stipulation and the obligations
under the Consent Judgment.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --  
http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-
40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts. (Global Crossing Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GREEN TREE: S&P's Subordinate B-1 Class Rating Slides to D
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
subordinate B-1 class of Green Tree-Related Manufactured Housing
Contract Senior/Subordinate Pass-Thru Trust 1999-5 to 'D' from
'CCC-'.

The lowered rating reflects the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investment. This transaction reported an
outstanding liquidation loss interest shortfall for the B-1 class
on the March 2004 payment date. Standard & Poor's believes that
interest shortfalls for this deal will continue to be prevalent in
the future, given the adverse performance trends displayed by the
underlying pool of collateral, as well as the location of B-1
write-down interest at the bottom of the transaction payment
priorities (after distributions of senior principal).


HAWAIIAN HOLDINGS: SEC Mulls Civil Action Against CEO John Adams
----------------------------------------------------------------
Hawaiian Holdings, Inc. has announced that the Staff of the San
Francisco District Office of the U.S. Securities and Exchange
Commission is considering recommending that the SEC authorize a
civil action against John Adams, Hawaiian Holdings' Chairman and
CEO, and AIP, LLC for possible violations of securities laws
related to the Company's tender offer announced on May 31, 2002.
The offer was subsequently consummated.

Mr. Adams and AIP have the opportunity to present information and
defenses to the Staff prior to the Staff making a recommendation
to the SEC regarding whether any action against them should be
authorized. The Company continues to cooperate with the Staff of
the SEC.

"Hawaiian Holdings continues to believe that the actions taken by
its officers in connection with the tender offer were proper and
lawful," said Thomas X. Fritsch, attorney for Hawaiian Holdings.

Hawaiian Holdings is a Delaware corporation that has been public
since August 2002, when Hawaiian Airlines, which had been publicly
held, became its wholly owned subsidiary in an internal corporate
reorganization. Hawaiian Airlines filed for chapter 11 bankruptcy
protection on March 21, 2003.


HAYES LEMMERZ: Moves to Close 26 Chapter 11 Cases
-------------------------------------------------
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,  
LLP, in Chicago, Illinois, informs the Court that Hayes Lemmerz
International, Inc.'s -- the Reorganized Debtors -- claims
reconciliation effort is nearing completion.  The last omnibus
claims objection was filed on March 1, 2004 and the Reorganized
Debtors continue to reconcile and settle the remaining disputed
claims.  The HLI Creditor Trust also continues to litigate the
Trust Claims in various adversary proceedings. The deadline for
the HLI Creditor Trust to commence adversary proceedings with
respect to the Trust Claims has passed.  Because the claims
reconciliation process has not been finalized, the Plan
distribution process is necessarily incomplete as well.   
However, Mr. Ivester relates that the Plan distribution process  
with respect to distributions being handled by the Disbursing  
Agent -- the New Common Stock, New Preferred Stock and Warrants  
-- is well underway.  The distributions to all classes eligible  
to receive distributions under the Plan from the Disbursing  
Agent, other than Class 7 General Unsecured Claims, have been  
completed.  The distributions to be made by the Disbursing Agent  
to Class 7 creditors will be completed on the resolution of the  
remaining disputed claims.  

Pursuant to the Plan, each general unsecured Class 7 Claimant  
will receive its pro rata distribution of the total Class 7  
Distribution Amount.  The Plan defines the pro rata amount as the  
ratio of the allowed amount of a claim of a creditor to the  
aggregate allowed amount of allowed claims in all Debtors in the  
same class.  Therefore, although all of the pending Chapter 11  
cases are not substantively consolidated, the distributions to  
creditors in these cases are determined and administered on a  
consolidated basis.  Accordingly, Mr. Ivester continues, it makes  
practical sense to complete the claims resolution process under  
the Chapter 11 case of Hayes Lemmerz International, Inc. and  
close the 26 other cases.

In this regard, the Reorganized Debtors ask the Court to:

   (a) close all pending Chapter 11 Cases except Case No. 01-
       11490 of Hayes Lemmerz International;

   (b) issue a final decree with respect to the closed cases; and

   (c) delay the entry of a final decree in Case No. 01-11490 as
       the Remaining Case until the Reorganized Debtors have
       filed a request for the Court to do so.

The 1991 Advisory Committee Note and Rule 3022 of the Federal  
Rules of Bankruptcy Procedure list non-exclusive factors that  
courts should consider in determining whether an estate has been  
fully administered:

   (a) The order confirming the plan has become final;

   (b) Deposits required by the plan have been distributed;

   (c) The property proposed by the plan to be transferred has  
       been transferred;

   (d) The debtor or the successor of the debtor under the plan  
       has assumed the business of the management of the property  
       dealt with by the plan;  

   (e) Payments under the plan have commenced; and  

   (f) All motions, contested matters, and adversary proceedings  
       have been finally resolved.  

Mr. Ivester points out that all of the applicable factors  
enumerated in the Advisory Committee Note has been substantially  
satisfied, and weigh in favor of closing the Pending Chapter 11  
Cases.  Although some further claims resolution and adversary  
proceedings are ongoing, the interests of all parties are best  
served by closing the Pending Chapter 11 Cases other than the  
Remaining Case and continuing to administer any further  
proceedings in the Remaining Case only.

Mr. Ivester assures the Court that closing all of the Pending  
Chapter 11 Cases other than the Remaining Case will not impact  
the administration of the adversary proceedings.  In addition,  
the Court and the U.S. Trustee will no longer have to waste  
valuable resources administering or monitoring unnecessary cases  
because the Pending Chapter 11 Cases are simply unnecessary to  
the continued administration of these bankruptcy cases.  The  
Pending Chapter 11 Cases represent a substantial financial burden  
on the Reorganized Debtors.

Under Section 1930 of the Judiciary Procedures Code, the  
Reorganized Debtors are obligated to pay the U.S. Trustee certain  
fees until the closure of the Chapter 11 cases.  The Reorganized  
Debtors estimate that the fees will exceed $500,000 annually,  
based on the current cash disbursements made by each of the 27  
Reorganized Debtors.

The Reorganized Debtors will be able to reduce a substantial  
expense, not only for its benefit, but also to several classes of  
creditors, who are now the Reorganized Debtors' shareholders.  If  
the 26 cases are closed, the fees due to the U.S. Trustee would  
be $40,000 per year, rather than over $500,000 per year as  
currently projected.  The Reorganized Debtors believe they are  
current on all payments and reporting to the U.S. Trustee.

Although the 180-day deadline under Rule 5009-1(a) of the Local  
Rules of Bankruptcy Practice and Procedures of the U.S.  
Bankruptcy Court for the District of Delaware occurred on  
November 8, 2003, the Court has not yet entered a final decree to  
close the cases.  Out of an abundance of caution, the Reorganized  
Debtors ask the Court to delay entering the final decree in the  
Remaining Case until:

   -- the time all claims have been resolved;

   -- the HLI Creditor Trust has resolved all Trust Claims; and  

   -- the Reorganized Debtors have filed a request that the Court
      enter a final decree. (Hayes Lemmerz Bankruptcy News, Issue
      No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000)


HELICAL DYNAMICS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Helical Dynamics, Inc.
        3600 Holly Lane North, Suite 10
        Plymouth, Minnesota 55447

Bankruptcy Case No.: 04-31444

Type of Business: The Debtor manufacturers automotive parts.

Chapter 11 Petition Date: March 11, 2004

Court: District of Minnesota

Judge: Gregory F. Kishel

Debtor's Counsel: Steven B. Nosek, Esq.
                  701 Fourth Avenue South, Suite 300
                  Minneapolis, MN 55415

Total Assets: $727,758

Total Debts:  $4,034,782

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Plymouth Ponds Development    Trade debt                $295,296
3600 Holly Lane North
Suite 100
Plymouth, MN 55447

GCT Capital Service Corp.     Trade debt                $289,910
C/U Fidelity Bank
GCI #2 PO Box 1575
Minneapolis, MN 55480

Dee Cramer                    Trade debt                 $49,918

Patterson &Thuente Skaar      Trade debt                 $29,809
et al

Industrial Stainless Supply   Trade debt                 $29,895

United Electric Co.           Trade debt                 $29,131

American Express Card Corp.   Trade debt                 $20,884

Twin City Oxygen              Trade debt                 $20,362

McManus, Babcock & Company    Trade debt                 $19,194

Williams Steel & Hardware     Trade debt                 $14,544

Bruce Crawford                Trade debt                 $12,200

Boyle & Voss, P.A.            Trade debt                  $9,564

Commercial Services Group,    Trade debt                  $9,000
Inc.

Flanders Filters              Trade debt                  $7,760

Citicorp Del-Lease, Inc.      Trade debt                  $5,035

M Enterprises LLC             Trade debt                  $4,884

Baldwin Supply Company        Trade debt                  $2,287

Lexus Financial Services      Trade debt                  $2,085

Ellsworth Adhesives           Trade debt                  $1,703

Goodin                        Trade debt                  $1,692


JILLFRED CORP: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jillfred Corporation
        P.O. Box 3033
        South Padre Island, Texas 78597

Bankruptcy Case No.: 04-10283

Chapter 11 Petition Date: March 1, 2004

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: William A. Csabi, Esq.
                  1213 East Tyler
                  Harlingen, TX 78550
                  Tel: 956-412-2727

Total Assets: $1,190,352

Total Debts:  $771,113

Debtor's 9 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      941 Taxes                  $40,000

Texas Commercial Energy       Services                   $10,000

CP & L                        Services                   $10,000

Chidester, Marlow, and Hamby  Accountant                 $10,000

Contract Service and Supply   Services                    $4,000

Thyssen Krupp Elevator        Services                    $2,000

Valley Morning Star           Services                      $660

Bayou Seafood                 Services                      $600

Texas Grease Trap Service     Services                      $300


LORDHILL LAS VEGAS: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lordhill Las Vegas Limited Partnership
        c/o Malman & Goldman, LLP
        152 West 57TH Street, 35th Floor
        New York, NY 10019

Bankruptcy Case No.: 04-12850

Type of Business: Real Estate.

Chapter 11 Petition Date: March 19, 2004

Court: District of Nevada (Las Vegas)

Judge: Lloyd King

Debtor's Counsel: Kyle O. Stephens, Esq.
                  Lionel Sawyer & Collins
                  300 South Fourth Street, Suite 1700
                  Las Vegas, NV 89101
                  Tel: 702-383-8891

Total Assets: $8,409,056

Total Debts:  $4,435,661

Debtor's 9 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
FDM, Inc.                     Insurance Premium           $4,525
                              Financing 2/15/04

Shenwick & Associates         Legal services              $3,285

Holman Security               Security                      $532

Bedtime Mattress Company Inc  Tenant Security               $500
                              Deposit 12/03

Bradshaw Landscape            Landscaping 3/04              $500

A&B Security Group, Inc.      Locksmith 3/04                $230

Attorney's Process            Legal services 3/04           $152

Nevada Illumination           Lighting Maintenance          $134
                              (Exterior) 3/04

XO Communications             Fire/Property                  $61
                              Protection 3/04


LTV CORPORATION: Asks Court to Disallow JP Morgan Trust Co. Claims
------------------------------------------------------------------
The LTV Corporation and LTV Steel Company, Inc. object to the
allowance of the prepetition claims filed by J. P. Morgan Trust
Company, as successor Collateral Trustee to Bank One Trust
Company, N.A.  The Debtors ask the Court to disallow the
Collateral Trustee's claims in their entirety, and fix the amount
of an administrative unliquidated claim for "reasonable fees and
expenses" asserted by the Collateral Trustee.

In connection with their emergence from their prior bankruptcy
cases, the Debtors, the United Steelworkers of America, and the
Collateral Trustee signed a Collateral Trust Agreement to provide
limited protections for certain of LTV Steel's unionized and non-
unionized retirees.  Under that agreement, the Collateral Trustee
was to serve as trustee of a trust that held liens on LTV Steel's
Cleveland West steel-making facility.  If and only if certain
specified events occurred, LTV Steel was obligated, on a non-
recourse basis, to pay an amount, capped by the value of the
collateral, to the Collateral Trustee for health benefits for the
retiree beneficiaries of the Trust.

In connection with the cessation of LTV Steel's business
operations, and in late 2001 and early 2002, LTV Steel sought
protection from its retiree obligations pursuant to Sections 1113
and 1114 of the Bankruptcy Code.  The requests were never
litigated.  Instead, LTV Steel entered into, and the Court
approved, two agreements -- one with the USWA, and one with a
Court-appointed committee of non-union retirees -- that thoroughly
and completely redefined LTV Steel's obligations to provide
retiree benefits.

Specifically, the agreements provided for the termination of LTV
Steel's obligation to continue to provide coverage to retirees, in
exchange for LTV Steel's agreement to provide coverage for limited
time periods.  Those time periods have long since expired.  Thus,
LTV Steel has fulfilled its end of the bargain by providing the
coverage to retirees that was required under the Section 1114
Agreements.

Despite LTV Steel's fulfillment of its obligations, the Collateral
Trustee, which is allegedly seeking to protect the interests of
the same retirees to whom LTV Steel has satisfied its obligations,
continues to allege that it possesses claims on the retirees'
behalf.  Yet, under the language of the settlement agreements and
the governing trust documents, and under the applicable provisions
of the Bankruptcy Code, it is plain that those claims have been
fully satisfied.  In light of all this, LTV Steel has asked the
Collateral Trustee on numerous occasions to explain the basis for
its claims, but the Collateral Trustee has never provided a
"definitive" answer.

Because the obligations the Collateral Trustee seeks to protect
have been satisfied, the Collateral Trustee's claims should be
disallowed and expunged, except or a limited unsecured
administrative claim for reasonable fees and expenses.

                    The Collateral Trust Agreement

At its core, the Collateral Trust Agreement establishes a trust to
pay benefits to certain union and non-union LTV Steel retirees
upon the occurrence of certain specified terms and conditions.  
Specifically, the Trust is established "for the benefit of the
Eligible Retiree Health Participants and the Eligible DCP
Participants."  The two groups, who are comprised of (i) former
USWA member retirees and such persons who would have, in the
future, been eligible for retiree medical coverage, and (ii) the
non-union retirees of LTV Steel and such persons who would have,
in the future, been eligible for such coverage, are the
beneficiaries under the Trust.

A. The Beneficiaries

Under the Collateral Trust Agreement, the USWA Retirees are the
"Eligible Retiree Health Participants" comprising of "as of any
date, all Persons eligible to receive benefits under a Retiree
Health Plan as of such date, regardless of whether such Person or
his or her spouse, as the case may be, has actually retired from
employment."

The Non-union Retirees are the "Eligible DCP Participants," under
the Collateral Trust Agreement, comprising of "as of any date, all
Persons who despite a cessation of active employment are entitled
as of such date to have further employer contributions made for
their account under the Defined Contribution Plan as in effect on
such date."

B. The Trust Assets

The assets held by the Trust include:

       (a) a non-recourse promissory note dated June 28, 1993,
           in the maximum principal amount of $250,000,000.00,
           payable by LTV Steel to the Collateral Trustee on
           June 30, 2092 or, potentially, on some earlier date;
           and

       (b) an Open-End Mortgage, Security Agreement and Fixture
           Filing dated June 28, 1993, entered into by LTV Steel
           and the Collateral Trustee, by which certain assets
           of LTV Steel were pledged to secure the obligations
           under the Initial Mortgage Note.

The Collateral Trust Agreement contemplated that LTV Steel would
be required to make payments under the Initial Mortgage Note only
under a limited set of circumstances.  The agreement states that,
if LTV Steel fulfilled certain of the obligations it had to the
USWA Retirees and the Non-union Retirees, then the Initial
Mortgage Note would be released, the Mortgage and Security
Agreement and related liens would terminate and be discharged, and
the Trust itself would terminate.

The assets pledged by the Mortgage and Security Agreement are the
assets located at the LTV Steel Cleveland West facility and sold
pursuant to the Integrated Steel Sale.  By operation of the final
Court order approving the sale, the Collateral Trustee's lien
attached to the proceeds of the sale allocated to the Cleveland
West assets.

Because the Collateral Trust Agreement provides for the release of
the Initial Mortgage Note no later than 2083, and the Initial
Mortgage Note was actually payable in 2092 by its terms, the
Debtors point out that "the obligations arising under the
Collateral Trust Agreement plainly were not anticipated to ever
actually be paid by LTV Steel" in the normal course of events.  
Instead, the "payment of the Initial Mortgage Note was anticipated
only if certain events occurred that triggered LTV Steel's
obligations."

Under the Collateral Trust Agreement, the circumstances under
which the Initial Mortgage Note would become payable were if a
"Distribution Notice" was delivered by the USWA to the Collateral
Trustee and LTV Steel.  Under the Initial Mortgage Note, the
principal balance of the note was payable "on June 30, 2092, or on
any earlier date on which LTV Steel receives a Distribution
Notice."  A Distribution Notice, however, could only be sent by
the USWA upon the occurrence of certain conditions.

                        The Health Obligations

There are two Retiree Health Obligations that arise under the
Retiree Health Plans:

       (a) The Program of Hospital-Medical Benefits established
           under the Pensioners' and Surviving Spouses' Health
           Insurance Agreement dated January 1, 1995; and

       (b) The LTV Health Care Plan.

The two Retiree Health Plans were maintained to provide health and
medical benefits to the USWA Retirees and the Non-union Retirees,
respectively.

The DCP Obligations are obligations arising under the Defined
Contribution Plan.  Under that plan, LTV Steel made monetary
contributions to the individual accounts of members of the USWA
for pension benefits.  Other amounts payable under the Collateral
Trust Agreement and related documents are the fees and expenses of
the Collateral Trustee, including attorneys' fees, which are
payable under Section 24(A) of the Collateral Trust Agreement.

The term "Retiree Health Plans" is defined as:

       (i) The Program of Hospital-Medical Benefits for
           Eligible Pensioners and Surviving Spouses of LTV
           Steel;

      (ii) The LTV Health Care Plan; and

     (iii) Any successor plan to the Program of Hospital-Medical
           Benefits or the LTV Health Care Plan identified as a
           Retiree Health Plan in a USWA Labor Agreement or in a
           written notice.

The PHMB was the successor plan to the "Program of Hospital-
Medical Benefits for Eligible Pensioners and Surviving Spouses of
LTV Steel," which was identified in the Collateral Trust Agreement
as a Retiree Health Plan.  The LTVHCP was consolidated with the
LTV Corporation Welfare Benefit Plan.

The "Defined Contribution Plan" is defined as "the LTV Steel-USWA
Pension Plan established by LTV Steel effective January 13, 1987
or any successor plan thereto identified as a Defined Contribution
Plan for purposes hereof in a USWA Labor Agreement or in a written
notice. . . ."  The Defined Contribution Plan has been terminated
and all amounts held by the plan have been distributed, except for
$114,018.32 related to individuals that could not be located,
which will escheat to the Commonwealth of Pennsylvania.

              Prepetition Satisfaction of DCP Obligations
                     and Certain Other Obligations

Before the Petition Date, LTV Steel satisfied in full the DCP
Obligations.  In connection with the renegotiation of certain of
their labor agreements effective August 1, 1999, LTV Steel and the
USWA agreed that LTV Steel would no longer be required to make
contributions to the Defined Contribution Plan on behalf of the
USWA members. Because LTV Steel had made all necessary payments
through and including August 1999, the DCP Obligations have been
satisfied in full.

Furthermore, before the Petition Date, LTV Steel paid the
Collateral Trustee's fees and expenses payable under Section 24(A)
of the Collateral Trust Agreement.  In this regard, the Collateral
Trustee has not asserted that any prepetition fees and expenses
are owing in any proof of claim or other pleading filed in these
Chapter 11 cases.

            Satisfaction of Retiree Health Plan Obligations

A. To the USWA Retirees

On November 20, 2001, the Debtors sought to terminate 12
collective bargaining agreements with the USWA.  To resolve the
issue, the Debtors and the USWA agree to a sharp reduction in the
benefits to be paid to the USWA Retirees under the PHMB.  The USWA
Section 1114 Agreement provided for the modification of the PHMB
such that claims for benefits payable by the Debtors under the
PHMB would be limited to covered medical claims arising before the
December 19, 2001 Effective Date of the agreement.

B. To the Non-union Retirees

On January 8, 2002, the Debtors sought to terminate the LTVHCP.  
To settle the matter, LTV Steel and the Non-union Committee agree
to the termination of LTV Steel's obligation to provide benefits
to Non-union Retirees under the LTVHCP.  In turn, the Non-union
Section 1114 Agreement served to release the Debtors from their
ongoing obligations under the LTVHCP.  The Debtors agreed to
continue medical coverage through the LTVHCP through February 28,
2002.  Furthermore, LTV Steel was authorized to, and did,
terminate the employer-funded coverage under the LTVHCP on that
date.

LTV Steel complied with all of its known obligations to pay
benefits under the Non-union Section 1114 Agreement.  Neither LTV
nor LTV Steel has any outstanding or ongoing obligation to provide
coverage to Non-union Retirees under the LTVHCP.  However, if an
invoice for medical services rendered before February 28, 2002
remains unpaid, LTV Steel agrees to pay the invoice in accordance
with its obligations under the Non-union Section 1114 Agreement.  
The invoice must be submitted to LTV Steel's insurance carrier
before June 15, 2004.  The insurance carrier must submit the
invoice to LTV Steel before June 30, 2004.

C. Additional Release of Claims by the USWA

In addition to its retiree members' right to benefits, the USWA
asserted administrative and prepetition claims in the Debtors'
Chapter 11 cases, including claims for unpaid vacation, bonuses,
severance pay, grievances, training and alleged WARN Act
violations.  The USWA's claims expressly assert claims for
"retiree benefits" and expressly assert the claims "on behalf of
itself and certain employees and former employees (and surviving
spouses) of the Debtors."  On October 28, 2003, LTV and LTV Steel
filed an objection to these claims.

In December 2003, the parties reached a settlement of any and all
claims asserted by the USWA in these bankruptcy cases.  Pursuant
to the USWA Stipulation, LTV Steel agreed to allow a $15,000,000
administrative claim against its estate, to be paid to 5,000 USWA
members as set forth in the stipulation.  In turn, the USWA agreed
to release LTV and LTV Steel.

Accordingly, in addition to the USWA Section 1114 Agreement, the
USWA, as the statutory representative of the USWA Retirees,
provided a broad release that serves to eliminate any remaining
LTV or LTV Steel obligations to the USWA and the USWA Retirees.

              The Collateral Trustee's Bankruptcy Claims

The Collateral Trustee filed three proofs of claim in the Debtors'
bankruptcy cases:

       (a) Proof of claim asserting an unsecured non-priority
           claim against LTV in an unliquidated amount;

       (b) Proof of claim asserting an unsecured administrative
           claim against LTV in the amount of "$85,000 estimated
           as of May 20, 2002, plus additional amounts as may be
           determined"; and

       (c) Proof of claim asserting an unsecured administrative
           claim against LTV Steel in the amount of "$85,000,
           plus additional amounts per Attachment."

The Prepetition LTV Claim asserts a variety of claims, essentially
amounting to an assertion of any claim that might arise under the
terms of the Collateral Trust Agreement and the Mortgage and
Security Agreement, including claims arising under the Initial
Mortgage Note and claims arising for fees and expenses.  The
Administrative LTV Claim and the Administrative LTV Steel Claim
each assert unsecured administrative claims against the Debtors'
estates for postpetition fees and expenses of the Collateral
Trustee arising under Section 24(A) and any other applicable
provisions of the Collateral Trust Agreement.

On August 30, 2002, LTV Steel sought to disallow the
Administrative LTV Steel Claim.  The Collateral Trustee responded.  
Consequently, the parties settled the matter, fixing and
liquidating the Administrative LTV Steel Claim at $85,000 as an
unsecured administrative claim against LTV Steel's estate.  The
Collateral Trustee agreed that, in the future, it would not seek
to amend or augment the amount of its administrative
claim against LTV Steel.

        Valuation of Collateral Securing the Bankruptcy Claims
                   Collateral's Best Value: $24,000

After the consummation of the Integrated Steel Sale, LTV Steel,
the USWA, the Collateral Trustee and various other parties
disputed the amount of proceeds to be allocated to the various
assets that were sold to determine the amount of parties' secured
claims.  After a trial, the Court allocated the proceeds of the
sale, by which $48,030.22 in proceeds were allocated to the
Cleveland West facility, upon which the Collateral Trustee
possesses its liens.

Under the terms of the Collateral Trust Agreement, LTV and LTV
Steel's obligations to pay the amounts under the Initial Mortgage
Note are non-recourse loans, and the Collateral Trustee is
expressly denied the right to assert any unsecured deficiency
claims against LTV or LTV Steel in the event that the proceeds of
the Collateral are insufficient to satisfy the Initial Mortgage
Note.  Accordingly, under the Allocation Order and Section 506 of
the Bankruptcy Code, the amount of the Collateral Trustee's
secured claims can be no greater than $24,015.11, and no unsecured
claim may exist.

Various parties, including the USWA and the Collateral Trustee,
appealed the Allocation Order, and the matter is currently pending
before the United States District Court for the Northern District
of Ohio in the case captioned as "Hunter Corp., et al. v. LTV
Steel Company, Inc., et al."  The USWA's appeal and six other
appeals -- all but the Collateral Trustee's appeal -- have been
settled and dismissed by the District Court.  The Collateral
Trustee is the only remaining appellant in the Allocation Appeal.

                          Objection to Claims

A. Disallowance of All Prepetition Claims

Because LTV Steel does not contemplate making distributions to its
prepetition unsecured creditors, no bar date for filing
prepetition claims against LTV Steel has been established in these
Chapter 11 cases.  Accordingly, the Collateral Trustee has not
filed a prepetition claim against LTV Steel's estate.  
Nonetheless, the Collateral Trustee plainly stated that it
possesses a prepetition secured claim against LTV Steel's Chapter
11 estate.  Accordingly, the Court should find that these
pleadings constitute an informal proof of claim.

The Prepetition Claims seek to assert claims against LTV and LTV
Steel for retiree benefit obligations payable to the USWA Retirees
and the Non-union Retirees.  No such obligations remain.  
Therefore, the Prepetition Claims should be disallowed.

                Release and Satisfaction of Obligation

The Debtors also point out that the USWA acted as the authorized
representative for 54,000 individuals, who were entitled to
receive retiree benefits under the collective bargaining
agreements.  Since the USWA has released the Debtors from all
liability for retiree benefits, the Collateral Trustee's claims,
which fall within the statutory definition of "retiree benefits,"
were therefore terminated by the Court's entry of the Section 1114
Orders.  If any doubt remained, it was removed by the release from
the USWA.

               Prepetition Claim is for Retiree Benefits

The only argument the Collateral Trustee can make is that its
claims are not "retiree benefits."  However, the argument must
fail.  The Debtors contend that the PHMB and the LTVHCP are
"retiree benefits" because they provide health and medical
benefits to retired persons and their relatives.  In addition,
because the statute applies to payments that are to be made to
"any entity," any payments to be made by LTV Steel to the
Collateral Trustee under the Collateral Trust Agreement to
satisfy obligations under the PHMB or the LTVHCP also meet the
statutory definition of "retiree benefits."  As such, the
Prepetition Claims are claims for "retiree benefits."

The Debtors also note that whether or not the portion of the
Prepetition Claims asserted on account of obligations under the
Defined Contribution Plan are "retiree benefits" is irrelevant.  
LTV Steel did not need to seek relief under Section 1113 or 1114
to address any obligations under the Defined Contribution Plan
because its obligation to pay those amounts ceased in August 1999.  
As such, the Prepetition Claims, to the extent that they assert
claims under that plan, should be disallowed because no claims
remain, having been eliminated before the Petition Date.

                         Joinder Not Material

The fact that the Collateral Trustee was not a party to the
Section 1114 Agreements is of no consequence.  The USWA Committee
and the Non-union Committee -- and not the Collateral Trustee --
are the authorized representatives of the already-retired USWA
Retirees and the Non-union Retirees.  Under Section 1114, the USWA
was the statutorily authorized representative of all USWA
Retirees, whether or not they were actually retired during these
cases.  The USWA was also the exclusive representative of many of
these individuals those who remained active employees of LTV Steel
under Section 9(a) of the National Labor Relations Act.  Any place
at the negotiating table that the Collateral Trustee may have had
before the Petition Date was taken away during these cases by the
powers granted those representatives by statute.

                The Trust Agreement Releases the Claims
                        And Lien Is Discharged

The Debtors further note that the terms of the Collateral Trust
Agreement itself provide for the release of the prepetition claims
and require their disallowance.  The Prepetition Claims seek to
assert any and all claims arising from the Collateral Trust
Agreement.  Under the express terms of the Collateral Trust
Agreement, however, all of the known prepetition obligations under
the Collateral Trust Agreement have been paid by LTV and LTV Steel
or have previously been discharged and released by agreement.  
Accordingly, the Collateral Trustee no longer possesses any
prepetition claims under the express terms of the governing trust
documents.

Similarly, the Non-union Section 1114 Agreement provided for the
modification of benefits under the LTVHCP, such that LTV Steel
would remain liable to pay benefits under that plan that arose
through and including February 28, 2002.  LTV Steel has provided
all required coverage under the amended terms of the agreement and
has, therefore, discharged all of its remaining obligations under
the LTVHCP.

In addition, all DCP Obligations of LTV and LTV Steel under the
Defined Contribution Plan were satisfied in full before the
Petition Date and all fees and expenses arising prepetition under
the Collateral Trust Agreement have been paid.  Therefore, the
liens securing the Collateral Trustee's claims have been released
and the Initial Mortgage Note, which represents the prepetition
liability of LTV Steel to the Collateral Trustee, has been
discharged.

The USWA Stipulation is additional evidence that the Debtors'
obligations have been released and satisfied.

B. Request to Fix and Liquidate -- And Maybe Reduce -- the
   Administrative LTV Claim

LTV and LTV Steel propose to fix and liquidate the amount of the
Administrative LTV Claim at $85,000.  Through their Agreement, the
Debtors and the Collateral Trustee have already set the
appropriate amount of the fees and expenses underlying the claim.  
For this reason alone, under the theories of collateral estoppel
or law of the case, final liquidation of the Administrative LTV
Claim at $85,000 is appropriate.

                      The Fees Should Be Reduced

Grounds exist for the reduction of the Administrative LTV Claim.  
Under Section 24(A), the Collateral Trustee's fees and expenses
and related attorneys' fees and expenses are payable to the extent
those amounts are "reasonable."  Furthermore, to the extent that
the Administrative LTV Claim is asserted as a secured claim, if
any attorneys' fees are to be permitted, the Bankruptcy Code
requires that they be subject to a reasonableness requirement.

                            Trust Terminated

The Trust has been terminated way before the Court approved the
Non-union Section 1114 Agreement in January 2002.  From and after
that termination, the Collateral Trustee possesses no claims
against LTV's and LTV Steel's Chapter 11 estates.  In fact, after
termination, there remains no trust that the Collateral Trustee
could serve as trustee for, and the provision of the Collateral
Trust Agreement that provides for payment of trustee's fees and
expenses no longer applies.

Because the Collateral Trustee possessed no claims after the
termination of the Trust, it should have ceased filing pleadings
and taking other actions in these bankruptcy cases.  Thus, because
the Collateral Trustee's efforts have been in defense of claims
that no longer exist, any trustee fees and related attorneys' fees
and expenses incurred after the termination of the Trust are no
longer reasonable and should not be allowed.

                           Unreasonable Fees

Under the Collateral Trust Agreement, the Collateral Trustee is
obligated to take directions from the USWA under certain
circumstances.  As such, parties other than the Collateral Trustee
were authorized to protect or compromise the retiree benefit
rights of the USWA Retirees and the Non-union Retirees.

In early 2002, in light of the powers of USWA and the Section 1114
Committee and the compromises that were reached in the Section
1114 Agreements, it was arguably unclear what rights the Trust
beneficiaries still had and what duties and responsibilities
remained for the Collateral Trustee.  Through the passage of time,
however, it became clear that LTV Steel had satisfied its
obligation to provide medical coverage, was paying all covered
benefits and the Trust would terminate in the months ahead.  Under
these circumstances, if the Collateral Trustee had questions
regarding its continuing duties as a trustee, it could have
petitioned a state court or the Bankruptcy Court to clarify
its rights and responsibilities or requested explicit direction
from the USWA.  It did not do so.  Instead, it vigorously
litigated numerous issues in these cases, increasing the fees it
would charge to the Debtors' estates even as the Retiree Health
Obligations were being brought closer and closer to zero.  For
this reason as well, the reasonableness of the Collateral Trustee
fees sought in the Administrative LTV Claim is subject to
question.

Although the Collateral Trustee has not expressly asserted a
secured claim in a liquidated amount for trustee's fees and
related attorneys' fees and expenses, to the extent that the
Collateral Trustee asserts such a claim, LTV and LTV Steel object
because the claim would be duplicative of the Administrative LTV
Claim and Administrative LTV Steel Claim, among other reasons.

If the Collateral Trustee seeks to assert that the proper amount
of the Administrative LTV Claim is greater than $85,000, LTV
reserves the right to seek the disallowance or further reduction
in the amount of the claim for other reasons, including the lack
of evidence supporting any of the alleged fees and expenses.

Headquartered in Cleveland, Ohio, The LTV Corporation is a
manufacturer with interests in steel and steel-related businesses,
employing some 17,650 workers and operating 53 plants in Europe
and the Americas. The Company filed for chapter 11 protection on
December 29, 2000 (Bankr. N.D. Ohio, Case No. 00-43866).  Richard
M. Cieri, Esq., and David G. Heiman, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
August 31, 2001, the Company listed $4,853,100,000 in assets and
$4,823,200,000 in liabilities. (LTV Bankruptcy News, Issue No. 62;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MCDERMOTT INTL: S&P Raises Corporate Credit Rating to B- from CCC+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Panama-based McDermott International Inc., and New
Orleans, La.-based subsidiary McDermott Inc., to 'B-' from 'CCC+',
reflecting its profitable and stable government services business,
largely offset by McDermott's ownership in its larger, but
troubled marine construction services subsidiary, J. Ray McDermott
S.A. (JRM). Should JRM file for bankruptcy, McDermott and all of
its nonmarine construction services subsidiaries would not be
expected to be a party to such proceedings. Ratings are removed
from CreditWatch, where they were placed on Oct. 17, 2003. The
outlook is stable. Consolidated debt at Dec. 31, 2003, totaled
about $317 million.

At the same time, Standard & Poor's lowered its corporate credit
rating on J. Ray McDermott S.A., which was not on CreditWatch, to
'CCC+' from 'B-', due to continued poor operating performance
resulting from additional charges for cost overruns on several
troubled projects. JRM's propensity for cost overruns on projects
limits profit potential and cash generation at both JRM and
McDermott on a consolidated basis. The outlook is negative.

"The ratings on JRM reflect this unit's well-below-average
business profile as a leading supplier of services to offshore oil
and gas field developments worldwide, and weak financial profile,"
said Standard & Poor's credit analyst Daniel R. Di Senso. "Ratings
on McDermott reflect its 100% ownership of troubled JRM, which
largely offsets a solid niche position through its indirect
subsidiary, BWX Technologies Inc. (BWXT), as a government services
provider of nuclear components to the U.S. Navy and various
services to the U.S. Government, including uranium processing,
environmental site restoration services, and management and
operating services at U.S. Department of Energy weapons
facilities," the credit analyst continued.

The marine construction services industry is intensely competitive
and volatile, and characterized by a propensity for cost overruns
due to the complexity of projects and pressure to bid aggressively
on projects to utilize capacity of vessels and fabrication yards.
This results in thin margins and weak profitability, volatile cash
flow generation, and periodic liquidity concerns. In the fourth
quarter of 2003, McDermott recorded on JRM's books $65 million of
charges for cost overruns on three projects, with cumulative
charges for 2002-2003 on five troubled projects of $278 million.
JRM management is working to permanently improve profit
prospects by strengthening project estimating, bidding, and
project management procedures, and developing a more prudent risk-
taking plan. Nonetheless, given the firm's propensity for cost
overruns, future potential charges on other projects are possible.
Credit measures will be very weak for 2004 and then gradually
strengthen as the quality of the backlog improves.

The outlook on McDermott is stable and negative on JRM. McDermott,
through its own cash balances, borrowing capacity at BWXT, and
cash flow generating ability at BWXT, has sufficient financial
flexibility to fund operating needs and debt service requirements
internally. However, JRM's ability to continue as a going concern
would be threatened, as stated by its outside auditors, if
liquidity becomes insufficient to fund its working capital needs.
McDermott has not committed to support JRM should it be unable to
acquire additional third-party financing.


METRIS MASTER: Fitch Removes Notes from Rating Watch Negative
-------------------------------------------------------------
Fitch Ratings affirms the class A, class B, and class C notes of
the below listed series issued from the Metris Master Trust and
removes the securities from Rating Watch Negative, where they were
placed on July 30, 2003. Affecting approximately $3 billion of
credit card backed securities, the rating action reflects
stabilizing trust credit quality metrics as well as Metris
Companies Inc.'s (MCI) progress in addressing near-term liquidity
risks and servicing concerns.

Since Fitch's last rating action, key trust performance metrics
have either stabilized or posted modest improvements. While still
at elevated levels, trust vintage defaults rates appear to be
stabilizing and, more, importantly, delinquency trends have begun
to post modest improvements in recent months. Trust gross defaults
have averaged approximately 19.25% over the past three months,
compared to about 21.50% for the same prior year period. Likewise,
late stage delinquencies have also declined and stood at 10.91%
for the February collection period compared to 11.92% last year.
Driving some of this improvement has been the company's more
active credit line management initiatives and heightened
collections efforts. Fitch expects that further improvement in
trust credit quality metrics will remain challenged by the
denominator effect caused by high portfolio attrition and limited
new account growth as well as the residual effects of older,
weaker, performing vintages, which continue to represent a
significant proportion of the trust receivable base. Positively,
trust reported gross yield and monthly payment rates have been
relatively stable and in-line with historical performance,
averaging 26.84% and 6.83%, respectively, over the past 12-months.

For the February collection period trust excess spread increased
to approximate 5.09%, its highest level in 15 months. Three month
average excess spread stood at 4.30% in February, nearly 250 bps
higher than prior year levels. Driving this performance has been
the relatively stable portfolio yield and moderately improving
credit metrics. Trust excess spread also continues to benefit from
a base rate perspective due to historically low short-term
interest rates. The recent improvement in trust excess spread has
allowed for spread account deposit releases back to the company,
as all spread accounts have now been funded to maximum required
thresholds. Over the past three months, the company has received
approximately $95 million in spread account deposit releases.

In addition to stabilizing trust performance trends, management
has also been successful in managing near-term liquidity
requirements. In recent quarters, MCI has been able to take out
remaining FDIC-insured deposits in an accelerated timeframe,
execute two portfolio sales, negotiate and secure new conduit
facilities, and most recently, obtain a $1.7 billion two-year
forward commitment from MBIA to extend maturing exposure. However,
it is important to note that more recent financing and commitments
have carried considerably more expensive and onerous terms. With
that said, the recently announced MBIA commitment and series 2004-
A conduit facility combined with projected receivable attrition
and expected new conduit facilities should provide the company
with sufficient liquidity in meeting secured debt maturities that
come due over the short term.

On November 19, 2003, Metris Receivables Inc. entered into a
backup servicing agreement with First National Bank of Omaha.
Under this agreement, FNBO will become successor servicer in the
event that Direct Merchants Credit Card Bank, N.A. is terminated
as servicer pursuant to the Pooling and Servicing Agreement. Under
this multi-year agreement, FNBO will receive a backup servicing
fee and assume the 2.00% servicing fee as the successor servicer.
Fitch views this agreement positively as it partially addresses
potential servicing transition/disruption risk that could be
caused by external events, including seller/servicer insolvency,
or receivership.

Fitch Ratings presently rates Metris Companies Inc. and its Direct
Merchants Credit Card Bank, N.A. (DMCCB) bank subsidiary 'CCC' and
'B', respectively. Both ratings remain on Rating Watch Negative
where they were placed following the company's announcement that
its external auditors had identified internal control issues
surrounding the company's valuation of its retained interest in
securitized assets. Metris has resolved a number of these internal
control issues and accounting differences and has restated its
financial results back to 1998. Fitch is maintaining its Rating
Watch status on MCI and DMCCB until it determines the company's
ability to address maturing corporate debt obligations due in June
and November 2004. Resolution of the Rating Watch will depend on
the viability of the company's repayment plan.

                        Rating Actions

Series 2001-4

   --$372.93 Million Class A Floating Rate Notes affirmed at 'A-';
   --$66.29 Million Class B Floating Rate Notes affirmed at 'BB+';
   --$60.77 Million Class C Floating Rate Notes affirmed at 'B'.

Series 2001-3

   --$484.81 Million Class A Floating Rate Notes affirmed at 'A-';
   --$86.19 Million Class B Floating Rate Notes affirmed at 'BB+''
   --$79.01 Million Class C Floating Rate Notes affirmed at 'B'.

Series 2001-2

   --$559.39 Million Class A Floating Rate Notes affirmed at 'A-';
   --$99.45 Million Class B Floating Rate Notes affirmed at 'BB+';
   --$91.16 Million Class C Floating Rate Notes affirmed at 'B'.

Series 2000-3

   --$372.9 Million Class A Floating Rate Notes affirmed at 'A-';
   --$66.29 Million Class B Floating Rate Notes affirmed at 'BB+';
   --$60.77 Million Class C Floating Rate Notes affirmed at 'B'.

Series 2000-1

   --$447.52 Million Class A Floating Rate Notes affirmed at 'A-';
   --$67.96 Million Class B Floating Rate Notes affirmed at 'BB+';
   --$84.53 Million Class C Floating Rate Notes affirmed at 'B'.


MINORPLANET SYSTEMS: BDO Seidman Replaces Deloitte as Auditor
-------------------------------------------------------------
Minorplanet Systems USA, Inc. (Nasdaq:MNPLQ), a leading provider
of telematics-based management solutions for commercial fleets,
announced the appointment of BDO Seidman LLP as its new
independent auditor, subject to the approval of the United States
Bankruptcy Court for the Northern District of Texas (Dallas
Division). BDO Seidman will replace the company's previous
auditor, Deloitte and Touche LLP.

"The decision to change the company's audit firm is a strategic
one we believe is in the best interest of the stakeholders," said
Dennis Casey, President and CEO. "BDO Seidman is a highly
respected firm with a quality reputation for providing independent
audit services to companies of our size and in our industry," Mr.
Casey added.

The decision to change auditors was not caused by any disagreement
between the company and Deloitte and Touche LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

"We appreciate the quality audit services the Deloitte and Touche
audit team has provided the company," concluded Mr. Casey.

                About Minorplanet Systems USA, Inc.

Based in Richardson, Texas, Minorplanet Systems USA, Inc. --
http://www.minorplanetusa.com/-- develops and implements mobile  
communications solutions for service vehicle fleets, long-haul
truck fleets and other mobile-asset fleets, including integrated
voice, data and position location services. Minorplanet, along
with two affiliates, filed for chapter 11 protection (Bankr. N.D.
Texas, Case No. 04-31200) on February 2, 2004. Omar J. Alaniz,
Esq. and Patrick J. Neligan, Jr., Esq. of Neligan Tarpley Andrews
and Foley LLP represent the Debtors in their restructuring
efforts. When Minorplanet filed for bankruptcy, it estimated
assets and debts at $10 million to $50 million.


MINORPLANET SYSTEMS: MacKay Shields Discloses 22% Equity Stake
--------------------------------------------------------------
MacKay Shields LLC, beneficially owns 2,139,949 shares of the
common stock of Minorplanet Systems USA Inc.  MacKay Shields LLC
holds sole voting and dispositive power over the stock which
represents 22.127% of the outstanding common stock of the Company.

MacKay Shields LLC, is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940. Clients of
MacKay Shields LLC have the right to receive, and the ultimate
power to direct the receipt of dividends from, or the proceeds of
the sale of, such securities.

Based in Richardson, Texas, Minorplanet Systems USA, Inc. --
http://www.minorplanetusa.com/-- develops and implements mobile  
communications solutions for service vehicle fleets, long-haul
truck fleets and other mobile-asset fleets, including integrated
voice, data and position location services. Minorplanet, along
with two affiliates, filed for chapter 11 protection (Bankr. N.D.
Texas, Case No. 04-31200) on February 2, 2004. Omar J. Alaniz,
Esq. and Patrick J. Neligan, Jr., Esq. of Neligan Tarpley Andrews
and Foley LLP represent the Debtors in their restructuring
efforts. When Minorplanet filed for bankruptcy, it estimated
assets and debts at $10 million to $50 million.


MIRANT: Creditors' Panel Wants to Hire Picazo as Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant
Corporation, et al. seeks the Court's authority to retain Picazo
Buyco Tan Fider & Santos as its special Philippine counsel.

Specifically, Picazo will:

   (a) provide legal advice to the Mirant Committee, its counsel
       Simpson Thacher & Bartlett LLP and Andrews Kurth LLP and
       other professionals that the Mirant Committee may retain
       throughout the Chapter 11 cases with respect to Mirant's
       operations in the Republic of the Philippines, including:

         (i) assessment of the applicability of Philippine law
             and advice on Philippine law issues in connection
             with any sale, recapitalization, monetization or
             other similar transactions with respect to Mirant's
             equity interest in the Sual, Pagbilao and Ilijan
             projects;

        (ii) advice with respect to any applicable taxes
             (including withholding taxes) payable on payments
             made from the Philippines to the United States in
             connection with the Projects;

       (iii) assessment of the impact under Philippine law of
             the bankruptcy filing on each Project, including
             the financing documents and other material
             Philippine law documents and the material
             governmental franchises, licenses, permits or
             approvals with respect thereto;

        (iv) any of the mentioned services with respect to
             Mirant's other projects in the Philippines as U.S.
             Counsel may direct; and

         (v) responding to any queries raised by the Mirant
             Committee on any of the services provided or any
             matter relating thereto; and

   (b) perform other legal services as the Mirant Committee may
       request from time to time.

Monica S. Blacker, Esq., at Andrews & Kurth LLP, in New York,
relates that Picazo possesses extensive knowledge and expertise
in Philippine law, and is well qualified to represent the Mirant
Committee.

Estrelita G. Gacutan, a partner at Picazo, assures the Court that
Picazo does not represent and does not hold any interest adverse
to the Debtors' estates or their creditors in the matters upon
which the firm is to be engaged.

Picazo will seek compensation in accordance with the firm's
ordinary and customary hourly rates in effect as of the date the
services are rendered.  Picazo's current hourly billing rates
are:

                   Partner         $200 - 400
                   Associate         80 - 180

Picazo will maintain detailed records of actual and necessary
costs and expenses incurred in connection with the services
provided.

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)


MONET MOBILE: U.S. Trustee Meets with Creditors on April 7, 2004
----------------------------------------------------------------
The United States Trustee will convene a meeting of Mobile
Networks Inc.'s creditors at 9:30 a.m., on April 7, 2004, at 1200
Sixth Avenue, Room 614, Seattle, Washington 98101. 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 Kirkland, Washington, Monet Mobile Networks Inc.
-- http://www.monetmobile.com/-- provides high-speed, wireless  
Internet access service in North America with gradual expansion to
nationwide networks.  The Company filed for chapter 11 protection
on March 4, 2004 (Bankr. W.D. Wash. Case No.: 04-12894).  Gayle E.
Bush, Esq., and Katriana L. Samiljan, Esq., at Bush, Strout &
Kornfeld represent the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$2,853,616 in total assets and $32,005,173 in total debts.


MSX INTERNATIONAL: Records $64 Million Net Loss for Fiscal 2003
---------------------------------------------------------------
MSX International, a global provider of technical business
services, announced net sales totaling $705.4 million for fiscal
year 2003, which ended December 28, 2003. Compared to 2002, net
sales declined 12.6% from $807.4 million. Lower net sales reflect
reduced demand for automotive engineering and human capital
services, combined with the impact on revenues of restructuring
actions implemented in the second half of the year.

Robert Netolicka, president and chief executive officer,
commented, "In 2003, our business was impacted by continuing cost
containment by our largest customers. We responded with a
significant restructuring plan that reduced our headcount and
consolidated under-utilized facilities. Early 2004 results reflect
the impact of these actions, which are expected to reduce
operating costs over $34 million annually. Combined with
strategies to expand our customer base and focus on higher value
services, we are on track to return to profitability in 2004."

As a result of the streamlining plan implemented in the second
half of 2003, our financial results reflect a total 2003
restructuring charge of $31.5 million. The charge includes costs
related to employee severance, facility consolidation costs, and
non-cash charges resulting from asset impairments. Financial
results also reflect a non-cash charge of $1.8 million prompted by
the sale of our translation management business earlier in the
year. Our fiscal 2003 operating loss totaled $(14.7) million due
to these restructuring- related charges. As shown in the attached
"Supplemental Financial Information," our 2003 EBITDA before
restructuring and certain other charges defined in the exhibit
totaled $39.3 million.

Our interest expense totaled $29.8 million in fiscal 2003, an
increase of $3.9 million from the prior year. The increase
reflects a $2.4 million non- cash charge in connection with the
company's August 1, 2003 refinancing of senior secured debt and
increased interest rates on both fixed- and floating- rate debt.
The refinancing included the issuance of $100.5 million of senior
secured notes and permitted the payoff of existing revolving debt.
The transaction extended to October 15, 2007 principal payment
obligations that would have matured sooner under our prior credit
facility.

Due to continuing lower operating performance of certain
businesses, the company also recorded non-cash valuation
allowances to establish reserves against a substantial portion of
our deferred tax assets. Despite our operating loss, this resulted
in a $19.7 million income tax provision. Reduced demand,
restructuring charges, higher interest expense and an increased
income tax provision resulted in a net loss of $64 million in
fiscal 2003.

MSX International (S&P, B Corporate Credit Rating, Negative),
headquartered in Warren, Mich., is a global provider of technical
business services. The company combines innovative people,
standardized processes and today's technologies to deliver a
collaborative, competitive advantage. MSX International has over
6,100 employees in 25 countries. Visit the company's Web site at
http://www.msxi.com/


NATIONAL CENTURY: MDOC Debtor Selling Calif. Clinic to Libertad
---------------------------------------------------------------
Debtor Memorial Drive Office Complex, LLC (MDOC) is the owner of a
medical clinic located at 1830 S. Main St., 113-115, 129 E.
Washington in Los Angeles, California 90015.  On March 22, 2000,
MDOC, as landlord, and Millennium Health Group, Inc., as tenant,
entered into a lease of the Medical Clinic premises and a
hospital located in Los Angeles, California, commonly known as
Lincoln Hospital.

During the entire term of the Lease, Millennium subleased the
Medical Clinic to PriMed Medical Group.  PriMed operates the
business known as Clinica Medica Familiar, which provides a wide
variety of primary healthcare services on an appointment and
walk-in basis to the low-income community of South and East Los
Angeles.  However, since October 1, 2002, Millennium admittedly
failed to pay any of the rent provided for under the Lease.  
Subsequently, Millennium and MDOC entered into a letter agreement
that provides for the termination of the Lease with respect to
the Medical Clinic on the earlier of MDOC's sale of the Medical
Clinic or April 30, 2004.

After a marketing process, MDOC and Libertad Integrated Services,
LLC, agreed to a "stalking horse" asset purchase agreement for
the sale of the Medical Clinic.  The principal terms and
conditions of the Asset Purchase Agreement are:

A. Assets to Be Sold

      * The real property relating to the Medical Clinic

      * All privileges, rights, and easements appurtenant to the
        Real Property

      * The building and improvements situated on the Real
        Property

      * All tangible personal property owned by MDOC that is
        located on or is used in connection with the use or
        operation of the Medical Clinic.

B. Purchase Price

      * $900,000, which is due at the closing of the sale

C. Deposit

   Libertad will pay $25,000 to First American Title Insurance
   Company, as escrow agent.  First American will hold or deposit
   the $25,000 in an interest-bearing account.  The $25,000
   deposit and any interest accrued will be credited to the
   balance of the Purchase Price.  If the sale does not close,
   the $25,000 and any interest accrued will be returned to
   Libertad.

D. Closing

   The closing of the purchase and sale of the Property will take
   place within three days after the Court approves the sale.  If
   certain conditions precedent are not met, MDOC or Libertad
   will have the right to extend the Closing Date for an
   additional period necessary to satisfy the conditions, but the
   extension will not be more than five days.

E. Prorations and Costs

   Libertad will pay only the non-delinquent pro rata share of
   state, city and county personal property taxes that are
   directly attributable to the assets being sold.  All utility
   bills, collected rent and operating expenses related to the
   Real Property will be prorated as of the Closing Date.  
   Libertad will reimburse MDOC for all sales, use and similar
   taxes and governmental charges with respect to the sale of the
   Property, excepting city and county transfer taxes, which will
   be borne solely by MDOC.  Libertad will pay the cost to record
   any mortgages, deeds of trust or other assignments and the
   cost of any policy of title insurance.

F. Indemnity

   Libertad agrees to protect and indemnify MDOC and its related
   parties against any loss or losses arising from any breach or
   violation by Libertad of any representation or warranty in the
   Asset Purchase Agreement; or a breach by Libertad of any other
   term of the Asset Purchase Agreement.

G. MDOC's Termination Right

   If Libertad fails to satisfy the conditions precedent
   regarding performance, representations and warranties,
   completion of the exhibits to the Asset Purchase Agreement and
   satisfaction of necessary antitrust filings, MDOC may
   terminate the Asset Purchase Agreement and retain Libertad's
   $25,000 deposit.

Thus, MDOC asks the Court to approve the sale of the Medical
Clinic, free and clear of all liens, claims, encumbrances and
other interests, subject to higher and better offers.

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)


OWENS CORNING: Employing Richard Flamm as Appellate Counsel
-----------------------------------------------------------
Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code,
Owens Corning seeks the Court's authority to employ Richard E.
Flamm, Esq., as special appellate counsel, nunc pro tunc to
February 10, 2004, to represent them in the recusal proceedings
against Judge Wolin currently pending before the U.S. Court of
Appeals for the Third Circuit.

The Third Circuit recently set schedules for briefing and oral
argument on the recusal proceedings.  On appeal, the issues will
likely involve the interpretation and application of the federal
recusal statutes, including Sections 55(a) and (b) of the
Judicial Procedures Code, the content, application, and
enforcement of the canons of judicial ethics, appropriate methods
of judicial case management, standards of appellate review,
mandamus, and equitable doctrines including timeliness, laches,
and waiver.

Although the Debtors believe that Judge Wolin's recusal is
unwarranted, the pending writ of mandamus is of significant
importance to their Chapter 11 cases and could potentially have
severe consequences to their reorganization.  Hence, the Debtors
need an expert well qualified in appellate mandamus practice and
the doctrine of recusal to assist with the preparation of the
appellate brief and oral argument.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, asserts that Mr. Flamm is well qualified to act as the
Debtors' special appellate counsel.  Mr. Flamm is a member of the
California bar who has taught Professional Responsibility at
Boalt Hall at The University of California at Berkeley, and
formerly chaired San Francisco's Legal Ethics Committee.  He is a
nationally recognized expert in the field of judicial
disqualification and recusal.  Mr. Flamm is the author of
"Judicial Disqualification: Recusal and Disqualification of
Judges," which is the leading treatise in this area of law.

As special appellate counsel, Mr. Flamm will:

   (1) provide consultation services and assist with respect to
       all aspects of the pending requests to recuse and writ of
       mandamus, including, but not limited to the preparation of
       Debtors' appellate brief and other pleadings with respect
       to the recusal, assist with the oral argument and post-
       argument briefing, and any related appeals with respect to
       the recusal; and

   (2) undertake other related activities as may be mutually
       agreed upon by him and the Debtors from time to time.

The Debtors propose to compensate Mr. Flamm for his services on
an hourly basis, plus reimbursement of actual, necessary expenses
incurred.  Mr. Flamm's current standard hourly rate is $450 per
hour.

Mr. Flamm assures the Court that he does not hold or represent
any interest adverse to the Debtors or their estates, and is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.  As required by Rule 2014(a) of the Federal Rules of
Bankruptcy Procedure, Mr. Flamm attests that he has no
connections with the Debtors, their key creditors, and other
parties-in-interest.

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


PANTRY INC: Chilton Investment Reports 13.7% Equity Stake
---------------------------------------------------------
Chilton Investment Company, Inc., beneficially owns 13.7% of the
outstanding common stock of The Pantry, Inc., represented in the
holding of 2,701,415 such shares.  Chilton Investment holds sole
voting and dispositive powers over the stock.

                    About The Pantry

Headquartered in Sanford, North Carolina, The Pantry, Inc. is the
leading independently operated convenience store chain in the
southeastern United States and one of the largest independently
operated convenience store chains in the country, with net sales
for fiscal 2003 of approximately $2.8 billion. As of March 12,
2004, the Company operated 1,380 stores in ten states under a
number of banners including The Pantryr, Kangaroo Expressr, Golden
Gallonr and Lil Champ Food Storer. The Pantry's stores offer a
broad selection of merchandise, as well as gasoline and other
ancillary services designed to appeal to the convenience needs of
its customers.

As reported in the Troubled Company Reporter's February 16, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating and a recovery rating of '4' to The Pantry Inc.'s amended
and restated $440 million bank facility. The facility is secured
by a first-priority lien on substantially all of the company's
assets, as  well as a first priority pledge of subsidiaries'
capital stock.  The bank loan is rated at the same level as the
corporate credit rating; this and the '4' recovery rating indicate
the expectation of a marginal (25%-50%) recovery of principal in
the event of a default. In addition, a rating of 'B-' was assigned
to The Pantry's proposed offering (under Rule 144a with future
registration rights) of $225 million senior subordinated notes due
2014.

Outstanding ratings on the company, including the 'B+' corporate
credit rating, were affirmed. The outlook is stable.

"The ratings reflect The Pantry's participation in the competitive
and highly fragmented convenience store industry, significant
exposure to the volatility of gasoline prices, and market
concentrations in resort communities and in the Southeastern U.S.,
in which economic slowdowns can impact operations," said Standard
& Poor's credit analyst Gerald Hirschberg. The company is also
highly leveraged, and cash flow available for interest is
relatively thin. These risks are somewhat mitigated by the
company's leading position in the industry and a less aggressive
expansion strategy over the next two years, which should allow the
company to reduce debt levels.


PARMALAT: Southern Alaska Trust Wants Examiner to Secure US Assets
------------------------------------------------------------------
Southern Alaska Carpenters Retirement Trust, for the Global Group
and on behalf of itself and all others similarly situated, asks
Judge Drain to direct the U.S. Trustee in Parmalat Group North
America's Chapter 11 case to appoint an independent examiner or,
in the alternative, a Chapter 11 trustee to:

      (i) safeguard, supervise and manage the assets and property
          of all the U.S. Debtors' estates;

     (ii) secure and protect all the U.S. Debtors' books and
          records, files, businesses, assets, and cash; and

    (iii) investigate, inter alia, the prepetition activities,
          including financial activities, of the U.S. Debtors and
          the interrelationship among the Debtors and the
          Parmalat family of companies that have been at the
          center of an egregious scheme to defraud investors.

"As has already been done with the Debtors' parent companies in
Italy and its Cayman Island and Brazilian affiliates, an
independent fiduciary must be appointed because existing
management has inherent conflicts of interest with respect to
carrying out the Debtors' duties under the Bankruptcy Code,
including investigative and financial reporting duties," William
S. Lerach, Esq., at Milberg Weiss Bershad Hynes & Lerach LLP, in
San Diego, California, tells the Court.

Given the likelihood that claims exist against numerous
individuals and entities that are closely tied to the U.S.
Debtors and their management -- that is, the Debtors' majority
shareholder, auditing firms, law firm and financial institutions
-- and that the Debtors have stated in pleadings filed with the
Court their intention to liquidate and sell off their assets, Mr.
Lerach explains that an independent fiduciary must be appointed
to ensure that a complete and impartial investigation is
conducted as it relates to the downfall of the Debtors and their
affiliates.

Mr. Lerach relates that the investigation based in Italy has so
far uncovered one of the largest financial frauds ever
perpetrated.  Parmalat's senior insiders, together with
Parmalat's legal, accounting and financial advisors concocted a
massive scheme to overstate Parmalat's reported profits and
assets by billions of dollars for more than a decade.  The scheme
involved the creation of, among other things, bogus bank
accounts, the use of forged financial records, the manipulation
of Parmalat's balance sheet and income statement via fictitious
investments and sham transactions, and the secreting of cash.  
The scheme permitted the diversion of $1 billion to Parmalat's
senior insiders and companies they controlled -- which may
include the U.S. Debtors -- via fees and clandestine asset
transfers and enabled Parmalat to raise more than $5 billion from
unsuspecting investors from the sale of newly issued securities.  
As the magnitude of the fraud began to reach the market, Parmalat
destroyed or ordered the destruction of evidence in an effort to
evade liability and criminal prosecution.

The Southern Alaska Trust holds Parmalat securities.  In January
2003, the Trust commenced a securities fraud class action before
the U.S. District Court for the Southern District of New York on
behalf of purchasers of the securities of Parmalat Finanziaria,
SpA and its subsidiaries between January 5, 1999 and December 29,
2003.  The Trust seeks to pursue remedies under the Securities
Exchange Act of 1934 against:

   * Parmalat,
   * Bonlat Financing Corporation,
   * Calisto Tanzi,
   * Fausto Tonna,
   * Coloniale S.p.A.,
   * Citigroup, Inc.,
   * Buconero LLC,
   * Zini & Associates, P.C.,
   * Deloitte Touche Tohmatsu,
   * Deloitte & Touche S.p.A.,
   * Grant Thornton International, and
   * Grant Thornton S.p.A.

Section 1104(c) of the Bankruptcy Code provides for the
appointment of an Examiner:

     ". . . on request of a party-in-interest or the United
     States trustee . . . the court shall order the
     appointment of an examiner to conduct such an
     investigation of the debtor as is appropriate, including
     an investigation of any allegations of fraud, dishonesty,
     incompetence, misconduct, mismanagement, or irregularity
     in the management of the affairs of the debtor of or by
     current or former management of the debtor, if --

     (1) such appointment is in the interests of creditors,
         any equity security holders, and other interests of
         the estate; or

     (2) the debtor's fixed, liquidated, unsecured debts,
         other than debts for goods, services, taxes, or owing
         to an insider, exceed $5,000,000."

Mr. Lerach asserts that the Section 1104(c) requirements are
satisfied in Parmalat's case since (i) the appointment of an
Examiner is in the best interests of creditors, equity security
holders and other estate interests and (ii) the U.S. Debtors'
fixed, liquidated, unsecured debts, other than debts for goods,
services, or taxes, or owing to an insider, exceed $5,000,000.

Alternatively, the Southern Alaska Trust wants a Chapter 11
trustee appointed to take control of the U.S. Debtors' affairs.  
Bankruptcy Code Section 1104(a) provides, in relevant part that:

     "At any time after the commencement of the case but
     before confirmation of a plan, on request of a party-
     in-interest or the United States trustee, and after
     notice and hearing, the court shall order the appointment
     of a trustee --

     (1) for cause, including fraud, dishonesty, incompetence,
         or gross mismanagement of the affairs of the debtor
         by current management, either before or after the
         commencement of the case, or similar cause. . . ; or

     (2) if such appointment is in the interests of creditors,
         any equity security holders, and other interests of
         the estate, without regard to the number of holders
         of securities of the debtor or the amount of the
         assets or liabilities of the debtor."

The Southern Alaska Trust asks Judge Drain to consider the U.S.
Debtors' past and present performance and the prospects for
rehabilitation, and weigh the benefits that would be derived by
the appointment of a trustee against the expense of such
appointment.  Mr. Lerach reminds the Court that, as a
representative of the estate, the Debtors occupy a trust
relationship subject to certain fiduciary obligations.  Those
fiduciary obligations include refraining from acting in a manner
which could damage the estate or hinder a successful
reorganization of the business.  The duty of loyalty and good
faith forbids directors and other business operators from using
their position of trust and control over the rights of other
parties to further their own private interest.

It is clear that the U.S. Debtors cannot possibly complete a full
and impartial investigation and identify sources of recovery such
as claims against their parent, insiders, financial institutions,
and professionals, most of whom worked and continue to work along
side the Debtors or certain of the Parmalat entities worldwide.  
Meanwhile, the appointment of a Chapter 11 trustee for all
Debtors will facilitate the complete disclosure of relevant
books, records and documents.  Mr. Lerach points out that the
trustee will be able to determine, consistent with his or her
fiduciary duties, the control of any privilege.  Absent a Chapter
11 trustee, each Debtor maintains its attorney-client privilege
and can resist production of information on that basis.  A
Chapter 11 trustee, however, holds such privilege and can waive
it to benefit the creditors.  The waiver would provide broad
access to a panoply of documents that likely will be crucial to
the ongoing discovery efforts of a multitude of parties,
including U.S. government authorities.

Even absent a clear and convincing cause for the appointment of a
Chapter 11 trustee, the Southern Alaska Trust points out that the
Debtors' businesses affect a disproportionate number of
businesses, regions and members of the general public that
considerations of public interest require the appointment of an
Examiner or a Chapter 11 trustee.

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


PERRYVILLE ENERGY: Court Sets Auction Date on April 16, 2004
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
approved uniform Bidding Procedures proposed by Perryville Energy
Holdings, LLC and its debtor-affiliates in connection with the
sale of their assets.

The Court fixes April 16, 2004 at 9:00 a.m. as the Auction Date to
be held at:

               Phelps Dunbr, LLP
               Canal Place
               365 Canal Street, Suite 2000
               New Orleans, LA 70130-6534

The Honorable Judge Henley A. Hunter will be asked to ratify the
highest and best offer and approve the sale to the highest bidder
at a Sale Hearing at 9:30 a.m. on April 23, 2004.  

Perryville Energy Holdings, LLC and Perryville Energy Partners,
LLC each filed a voluntary Chapter 11 petition on January 28, 2004
(Bankr. W.D. La. Case No. 04-80110).  Perryville Energy Holdings,
LLC owns an Electric Power Plant and it operates a regulated
electric utility services. David S. Rubin, Esq. of Kantrow, Spaht,
Weaver & Blitzer represents the Debtor in its restructuring
efforts.


PETRACOM MEDIA: Gets Okay to Employ Stichter Reidel as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Tampa Division, gave its stamp of approval to Petracom Media,
LLC's application to Stichter, Reidel, Blain & Prosser, P.A. as
Counsel.

Stichter Reidel will:

   a) render legal advice with respect to the Debtor's powers
      and duties as a debtor in possession, the continued
      operation of the Debtor's business, and the management of
      its property;

   b) prepare on behalf of the Debtor necessary motions,
      applications, orders, reports, pleadings, and other legal
      papers;

   c) appear before this Court, any appellate courts, and the
      United States Trustee to represent and protect the
      interests of the Debtor;

   d) take all necessary legal steps to confirm a plan a plan of
      reorganization;

   e) represent the Debtor in all adversary proceedings,
      contested matters, and matters involving administration of
      this case, both in federal and in state courts;

   f) represent the Debtor in negotiations with potential
      financing sources and preparing contracts, security
      instruments, or other documents necessary to obtain
      financing; and

   g) perform all other legal services that may be necessary for
      the proper preservation and administration of this chapter
      11 case.

Harley R. Riedel, Esq., reports that his firm received $25,000
from the Debtors. The amount was applied first to fees and costs
for prepetition services rendered by Stichter Reidel and the
balance remaining was deposited in the firm's bank account.  Mr.
Riedel however did not disclose the firm's current hourly rates by
which the Debtor is billed.

Headquartered in Lutz, Florida, Petracom Media, LLC and its
debtor-affiliates, collectively operate 18 radio stations
representing a number of different program formats (i.e., talk,
country and western, pop, etc.).  The Company filed for chapter 11
protection on February 17, 2004 (Bankr. M.D. Fla.
Case No. 04-02908).  When the Company filed for protection from
its creditors, it listed estimated debts and assets of more than
$10 million each.


PHELPS DODGE: Will Webcast Management Presentations Today
---------------------------------------------------------
Phelps Dodge Corp. (NYSE: PD) will conduct a live audio Webcast of
its management presentations to the investment community today,
March 23, 2004, at 9:30 a.m. EST. J. Steven Whisler, chairman and
chief executive officer, will serve as host. The public is invited
to listen.

The Webcast can be accessed at either http://www.phelpsdodge.com/
or http://events.genesysrichmedia.com/phelpsdodge/2004/03/23/default.htm

An archive of the Webcast presentation will be available through
March 26, 2004.

Phelps Dodge Corp. is the world's second-largest producer of
copper, a world leader in the production of molybdenum, the
largest producer of molybdenum-based chemicals and continuous-cast
copper rod, and among the leading producers of magnet wire and
carbon black. The company and its two divisions, Phelps Dodge
Mining Co. and Phelps Dodge Industries, employ more than 13,000
people in 27 countries.

                         *   *   *

As reported in the Troubled Company Reporter's December 15, 2003
edition, Fitch has changed the Rating Outlook on Phelps Dodge to
Positive from Stable and affirmed the company's senior unsecured
rating at 'BBB-', commercial paper at 'F3' and the company's
mandatory convertible preferred at 'BB+'.


PLAINS RESOURCES: Leucadia Submits Revised Acquisition Proposal
---------------------------------------------------------------
Leucadia National Corporation (LUK - NYSE and PCX) announced that
it submitted this proposal letter to Plains Resources Inc. (PLX -
NYSE):

                     Leucadia National Corporation
                         315 Park Avenue South
                          New York, NY 10010

March 19, 2004

Plains Resources Inc.
700 Milam Street, Suite 2100
Houston, TX 77002
Attn: The Special Committee of the Board of Directors

    Dear Sirs:

    We were disappointed that the Special Committee rejected our
revised March 5th proposal to Plains Resources Inc. We and the
other shareholders of PLX (as indicated by the current trading
price of PLX) are convinced that our proposal provides
materially superior value than the previously announced $16.75
transaction with management.

    Notwithstanding the above, in an effort to present an offer
that you will have no choice but to acknowledge as superior to the
$16.75 Transaction, we have increased our offer and have made a
number of other material improvements to our proposal. The
modified terms of our revised proposal are responsive to the
issues raised by the Company in its press release and are
reflective of further input we have received from PLX
shareholders.

    In the transaction, Leucadia National Corporation, a
NYSE-listed corporation (Ticker: LUK) and/or any of its respective
affiliates through a newly formed entity (the "Buyer") would
acquire 100% of the outstanding stock of PLX. The
Transaction consideration would be comprised of PLX notes, PLX
preferred stock and cash. Subsequent to the closing of the
Transaction, Leucadia will commence a tender offer for $25
million of the Preferred issued in the Transaction at a price of
$35.00 per share and $75 million of the Notes at a price of $35.00
per Note.

    We believe the minimum per share value of the Transaction
(inclusive of the cash consideration) based on the Tender Offer
price for the Securities would be $18.00 per PLX share. We believe
the actual value of the Transaction to PLX shareholders will be
approximately $18.75 per share, with the Notes valued at par and
the Preferred valued at the same current yield as the PAA Units.

You will note the following substantial improvements to our March
5 proposal:

(i)     We have reduced our due diligence condition to five days.

(ii)    We have reduced Transaction leverage by approximately $100
        million. While the $16.75 Transaction uses somewhat less
        leverage than our modified proposal, it is financed with
        LIBOR or Prime-based, secured bank and subordinate
        financing due in six years. This short-term financing
        increases basis risk (LIBOR or Prime versus the PAA Unit
        payout) and near-term refinancing risk. By comparison, our
        Transaction provides for match funded, 20-year bond
        financing, which can be satisfied with PAA Units held by
        PLX or cash. As a result, the structure of our Transaction
        financing substantially lowers refinancing risk for PLX.
        We, therefore, believe that our Transaction affords a
        substantially better credit profile for PLX than the
        alternative transaction, and, as a result, provides
        substantially less ratings downgrade risk for PAA.

(iii)   We are issuing approximately 9.543 million Notes with an
        aggregate face amount of $334 million, but we are
        providing that all 12.4 million units ("PAA Units") of
        Plains All American Pipeline LP ("PAA") serve as secured
        collateral for the Notes. As a result, the Notes will be
        overcollateralized by approximately 25% based on the $417
        million current market value of the PAA Units held by PLX
        and the face amount of the Notes.

(iv)    We have eliminated the ability of the issuer to defer
        interest payments on the Notes.

(v)     We are issuing 2.857 million shares or approximately $106
        million of Preferred with a $37.00 liquidation preference         
        that will pay dividends at a rate $0.525 per annum higher
        than the distributions on the PAA Units. Based on the
        current distribution rate of the PAA Units, the initial
        yield on the Preferred's $37.00 liquidation preference
        would be 7.5%. We believe that the Preferred will be
        particularly appealing for non-corporate taxable investors
        because qualifying dividends received by non-corporate
        shareholders are taxed at the 15% dividend rate.

(vi)    We have increased the face amount of the Notes to the
        greater of (i) $35.00 per Note or (ii) the fair market
        value of a PAA Unit plus $0.25 at the time of closing.

(vii)   We have provided that the $100 million Tender Offer will
        be in the form of a firm commitment from Leucadia for
        2.143 million Notes at $35.00 per Note and for 714,286
        shares of Preferred at $35.00 per share.

(viii)  By offering the Preferred stock consideration, we are
        creating the opportunity that a portion of the Transaction
        consideration may be tax free to PLX shareholders.

(ix)    Option holders will not be required to invest cash to
        exercise their options in order to receive the Transaction
        consideration.

(x)     The Transaction allows PLX shareholders to elect whichever
        form of consideration they prefer, subject to proration,
        to better satisfy the divergent tax, risk, and reward
        profiles of PLX's shareholder base.

(xi)    PLX will remain a NYSE listed (or other national exchange)
        public reporting company and a subsidiary of a well
        regarded, investment-grade public company with an
        outstanding long-term track record.

     1. Structure of Acquisition. In the Transaction, a subsidiary
of the Buyer would be merged with and into PLX, with PLX as the
surviving corporation. In the Transaction, PLX will issue
approximately 9.543 million Notes, 2.857 million shares of
Preferred and cash of $12.9 million. In the merger, existing
stockholders of PLX will have the opportunity to elect cash, the
Notes and/or the Preferred in exchange for their existing PLX
securities, subject to proration. Leucadia will fund the
acquisition entity with sufficient cash to pay off the existing
indebtedness of PLX and fund the Transaction cash consideration
and transaction costs.

     At issuance, the Notes will have a face value of the greater
of (i) $35.00 per Note or (ii) the fair market value of a PAA Unit
plus $0.25. The Preferred will have a liquidation preference of
$37.00.
    
     Assuming shareholders elect to receive a pro rata
distribution of the Transaction consideration, shareholders would
receive 0.3843 of a Note, 0.1151 shares of Preferred and $0.52 in
cash for each share of PLX. Options and other interests
convertible into shares of common stock of PLX will be cancelled
and exchanged for the economic equivalent of a pro-rata share of
the merger consideration in accordance with the terms of such
securities. Option holders will not be required to invest cash to
exercise their options in order to receive the Transaction
consideration.

     The Notes will be senior secured obligations of PLX
collateralized by all 12.4 million PAA Units held by PLX, which
will be the surviving company in the merger and as such will be
full recourse obligations of PLX. Based on Thursday's closing
price of a PAA Unit, the $334 million face amount of Notes would
be secured by approximately $417 million in market value of PAA
Units, providing for approximately 25% overcollateralization.

     The Notes will provide holders thereof with returns based
upon the income from and value of the PAA Units. A Note will pay
quarterly interest in an amount equal to the quarterly
distribution paid on one PAA Unit. For example, if the Notes were
currently issued and outstanding, they would pay quarterly
interest in an amount equal to PAA's current distribution of
$0.5625 for a current yield of 6.4% (approximately 200 basis
points over the interpolated Treasury) on their face amount of
$35.00, subject to an annual minimum interest rate of $1.00 per
Note. If PAA raises or lowers its distribution, the quarterly
interest rate will be adjusted accordingly. If, at the end of the
year, the aggregate quarterly interest payments are less than
$1.00, PLX shall make an interest payment equal to the difference.

     The Notes will mature 20 years after issuance. At maturity,
PLX will owe the Note face amount plus, the amount, if any, by
which the fair market value of one PAA Unit exceeds the face
amount. At maturity, PLX may satisfy its obligations by (i) paying
cash to the holders of Notes or (ii) exchanging PAA Units for
outstanding Notes at the then market price of the PAA Units or
(iii) any combination of (i) and (ii). The principal terms of the
Notes are set forth on the attached term sheet.

     The Notes will participate in the upside of PAA Units through
increases in PAA distributions and increases in the face amount of
the Note at maturity based on growth in the market value of PAA.
In addition, the Notes will have substantial downside protection
due to their minimum $35.00 face value, the overcollateralization
provided by their secured interest in marketable securities, and
their full recourse against PLX.

     The Notes are designed to permit investors who cannot own, or
choose not to own, MLP securities the opportunity to participate
in the quarterly cash flows and upside of PAA. We therefore
anticipate that the Note owners will be tax-exempt investors,
offshore investors, IRAs, pension funds, and institutional
investors whose performance is based on pre-tax performance,
and/or other investors who prefer to, or can only participate in,
the value creation at PAA through the Notes, rather than by
ownership of the PAA Units directly.

     The Preferred will be a perpetual preferred that will pay a
quarterly dividend equal to the distribution paid on a PAA Unit
plus $0.13125 per quarter for an incremental annual yield of
$0.525 more than the yield on a PAA Unit for a current yield of
7.5% at the $37.00 liquidation preference. The Preferred dividend
will increase or decrease based on the then current quarterly
distribution of PAA. For example, if the Preferred were currently
issued and outstanding, it would pay a quarterly dividend in an
amount equal to PAA's current distribution of $0.5625 plus
$0.13125 for a current quarterly dividend of $0.69375.

     The Preferred will have other traditional preferred stock
covenants, as more fully set forth on the attached term sheet
summarizing the principal terms of the Preferred. We expect the
Preferred to be suitable for all investors. In light of the
favorable 15% tax rate for qualifying dividends, we believe the
Preferred will be particularly appealing to non-corporate taxable
investors.

     We believe that the additional potential investor base
afforded by the Notes and the Preferred will provide PAA with a
substantial alternate source of future capital in the event that
it, in the future, elects to issue MLP "I-shares" or similar
securities designed to appeal to a wider universe of investors.

     The Transaction will afford the opportunity for PLX
shareholders to elect to receive whichever form of consideration
they prefer, subject to proration. This will allow shareholders
with differing risk, reward, and/or tax objectives to maximize the
value of the Transaction to them. For example, depending upon
certain factors, holders who elect to receive the Preferred may
have the opportunity to reduce capital gains taxes on the
Transaction.

     Thirty to sixty days subsequent to the closing of the
Transaction, Leucadia commits to launch, or cause one of its
affiliates to launch, the Tender Offer for 2.143 million Notes at
$35.00 per Note and for 714,286 shares of Preferred at $35.00 per
share for a total of $100 million. By allowing the Notes and the
Preferred to trade in the market for a minimum of 60 days after
the closing of the Leucadia Transaction and before the closing of
the Tender Offer, PLX shareholders will have the opportunity to
monitor the trading price of the Securities and can elect at their
option to sell the Notes and/or the Preferred in the market, in
the Tender Offer, or to retain the Securities.

     We will endeavor to cause a when-issued market to develop in
the Securities prior to the consummation of the Transaction as
promptly as permissible subject to regulatory requirements.
    
     We note from our reading of the merger agreement and proxy
that the $16.75 Transaction has numerous financing and other
contingencies, including contingencies that are under the control
of Mr. James C. Flores, Mr. John T. Raymond, and Mr. Paul G.
Allen. By comparison, upon the execution of the Leucadia
Transaction merger agreement, the Leucadia Transaction will have
no financing contingencies or other contingencies under the
control of Leucadia's principals.

     Leucadia will fund the Transaction and the Tender Offer with
readily available cash, cash equivalents and marketable securities
which totaled $1,194,500,000 as of December 31, 2003, Leucadia's
last publicly filed financial statement, excluding amounts held by
subsidiaries subject to regulatory or other dividend payment
restrictions.

     The Notes and the Preferred will be registered securities,
and PLX will continue to file 10-Ks, 10-Qs, and other required
filings as an SEC registered issuer. We expect that the Notes and
the Preferred will be listed for trading on the New York Stock
Exchange (or another national securities exchange or market).

     We believe the Notes and the Preferred will not be considered
an interest in a partnership for tax purposes and owners of Notes
will not receive K-1s, nor will they bear any flow-through income
from PAA. In light of the fact that many investors who own shares
of PLX do so to participate indirectly in the value of PAA because
they are not permitted to own PAA Units, we believe that the
Securities will be a superior alternative to PLX stock for
existing owners of PLX as well as for other non-MLP investors,
particularly because the Securities, unlike PLX stock, will pay
quarterly cash payments.

     We anticipate that the Notes will trade at a premium to PAA
Units because of several factors: (1) a greater universe of
investors will be able to purchase the Notes rather than PAA
Units, (2) the number of Notes outstanding will be limited to a
maximum of 9.543 million, (3) the Note face amount will be secured
by the $417 million of PAA Units held by PLX providing 25%
overcollateralization for the $334 million of Note principal, and
will be fully recourse against PLX.

     We believe the Notes will be considered by investors to be
superior to MLP I-shares because they will pay a current
distribution in cash rather than stock, and because the holder of
a Note will, at their maturity, receive the greater of the face
amount of the Note, or the fair market value of PAA Units, in cash
or, if PLX chooses, PAA Units.

     We believe that the Preferred will trade at a premium to PAA
because of several factors: (1) the Preferred will pay $0.525 per
annum higher dividends than the then current distribution on PAA
Units, (2) the favorable tax rate for qualifying dividends, (3)
the number of shares of Preferred outstanding will be limited to a
maximum of 2.857 million, and (4) a greater universe of investors
will be able to purchase the Preferred rather than PAA Units.

   2. Effect of Proposal. This letter expresses the proposal of
Leucadia only and is not intended to, and does not create a
legally binding commitment or obligation on the part of Leucadia
or its affiliates to effect a transaction with PLX (it being
understood that any such legally binding obligation shall only be
set forth in a definitive merger agreement that has been executed
and delivered by Buyer and PLX). It is understood that Leucadia
and its affiliates shall not be legally bound to PLX by reason of
this proposal, nor shall rights, liabilities or obligations arise
as a result of this proposal or any other written or oral
communications between Leucadia or its affiliates on the one hand,
and PLX or its representatives on the other hand.

    We believe that the proposal set forth herein constitutes a
Superior Proposal (as defined in the $16.75 Transaction merger
agreement) and allows PLX to engage in negotiations with us. We
are extremely interested in completing the transactions
contemplated hereby. We are committed to work with PLX and its
advisors in good faith to finalize the transaction and the
detailed Securities covenants on terms, which are mutually
agreeable.

    We hereby request an in-person meeting with the special
committee and its legal, financial and tax advisors so that we
have an opportunity to address any potential remaining concerns
that you have so that we may complete this transaction.

                                 Very truly yours,

                                 LEUCADIA NATIONAL CORPORATION

                                 By:/s/ Ian M. Cumming
                                 Name: Ian M. Cumming
                                 Title: Chairman of the Board


                          Terms of the Notes
__________________________________________________________________

Issuer:         PLX, the surviving company in the merger.
__________________________________________________________________

Structure:      The Notes will be issued pursuant a merger of a
                subsidiary of a newly created company with and
                into PLX, with PLX being the surviving company in
                the merger.
_________________________________________________________________

Securities      The Notes will be issued under an indenture.
Offered:        Approximately 9,543,000 Notes will be issued in
                the merger.
__________________________________________________________________

Face Amount:    The face amount of each Note will be the
                greater of (i) $35.00 or (ii) the fair market
                value of one PAA Unit on the day prior to the
                consummation of the merger plus $0.25 per Note.
__________________________________________________________________

Maturity:       The Notes will mature 20 years after issuance.
                At maturity, PLX will owe the face amount plus,
                the amount, if any, by which the fair market value
                of one PAA Unit as of the maturity date exceeds
                the face amount. At maturity, PLX may satisfy its
                obligations by (i) paying in cash or (ii)
                exchanging PAA Units for outstanding Notes at the
                then fair market value of the PAA Units or (iii)
                any combination of (i) and (ii).
__________________________________________________________________

Registration    The Notes will be registered securities and are
and Listing:    expected to be listed for trading on the New York
                Stock Exchange (or another national securities
                exchange or market).
__________________________________________________________________

Interest:       Interest shall be paid on a quarterly basis in
                an amount equal to the quarterly distributions
                received on one PAA Unit. If at the end of the
                year, the aggregate of the quarterly interest
                payments made on the Notes is less than $1.00,
                PLX shall pay interest equal to the difference.
_________________________________________________________________

Interest        Interest payments on the Notes shall be
Payments:       payable quarterly in cash in arrears.
__________________________________________________________________

Repurchase of   Leucadia or one of its affiliates shall commence a
Notes:          tender offer thirty to sixty days subsequent to
                the issuance of the Notes to purchase
                approximately $75 million of Notes at $35.00 per
                Note.
__________________________________________________________________

Redemption:     The Notes will not be redeemable prior to
                maturity.
__________________________________________________________________

Security:       Each Note will be secured by approximately 1.30
                PAA Units. The Notes will also contain provisions
                relating to the protection and substitution of
                collateral.
__________________________________________________________________

Covenants:      The Notes will contain covenants relating to
                (1) payment of interest, (2) provision of reports,
                (3) restrictions on incurrence of additional
                indebtedness, (4) restrictions on transactions
                with affiliates, (5) restrictions on payment of
                dividends, (6) restrictions on asset sales, and
                (7) restrictions on liens.
__________________________________________________________________

Amendments:     Customary provisions permitting amendments to
                the indenture with the consent of a majority of
                the principal amount of units outstanding,
                provided, that without the consent of each holder
                of notes, an amendment or waiver may not: (1)
                reduce the principal amount of notes whose holders
                must consent to an amendment, supplement or waiver
                (subject to PLX's right to prepay); (2) reduce the
                principal of or change the fixed maturity of any
                note; (3) reduce the rate of or change the time
                for payment of interest; (4) waive a default or
                event of default in the payment of principal or
                premium, or interest on the notes (except a
                rescission of acceleration and a waiver of a
                payment default that resulted in such
                acceleration); (5) make any note payable in money
                other than as stated in the notes; (6) make any
                change in the provisions relating to the waiver of
                past defaults or the rights of holders to receive
                payments of principal, premium or interest; or (7)
                make a change in the foregoing amendment and
                waiver section.
__________________________________________________________________

Governing Law:  The indenture and the Notes will be governed by
                New York law.
_________________________________________________________________


                    Terms of the Preferred Stock
__________________________________________________________________

Issuer:         PLX, the surviving company in the merger.

_________________________________________________________________

Structure:      The Preferred will be issued pursuant a merger
                of a subsidiary of a newly created company with
                and into PLX, with PLX being the surviving company
                in the merger.
__________________________________________________________________

Securities      Approximately 2,857,000 shares of Preferred will
Offered:        be issued in the merger.
__________________________________________________________________

Liquidation     The liquidation preference of each
Preference:     share of Preferred is $37.00, plus an amount equal
                to accumulated and unpaid dividends and
                distributions thereon, whether or not declared.
_________________________________________________________________

Ranking:        With respect to the payment of dividends and
                amounts upon liquidation, the Preferred will rank
                senior to all other classes of stock of PLX.
__________________________________________________________________

Term:           The Preferred will have a perpetual existence.
_________________________________________________________________

Registration    The Preferred will be a registered security and is
and Listing:    expected to be listed for trading on the New York
                Stock Exchange (or another national securities
                exchange or market).
__________________________________________________________________

Voting Rights:  Holders of shares of Preferred shall not
                have any voting rights, except as set forth herein
                or required by applicable law. If at any time
                dividends on the Preferred shall be in arrears for
                six (6) or more quarterly periods, holders of
                Preferred, may (by majority vote, voting together
                as a class) elect two additional directors to
                PLX's Board of Directors until such time as all
                accumulated dividends have been paid in full or
                set aside for payment in full.
__________________________________________________________________

Protective      For so long as any shares of Preferred remain
Provisions:     outstanding, PLX shall not, without the consent of
                the holders of at least a majority of the
                Preferred outstanding at the time, amend, alter or
                repeal the provisions of its Certificate of
                Incorporation, whether by merger, consolidation or
                otherwise, so as to adversely affect any right,
                privilege or voting power of the Preferred or the
                holders thereof.
__________________________________________________________________

Dividends:      The Preferred will provide for cumulative
                quarterly dividends, when, as and if declared by
                the Board of Directors of PLX, out of funds
                legally available therefor, in cash, in an amount
                equal to the amount of the quarterly distributions
                received on one PAA Unit, plus $0.13125 per share.
__________________________________________________________________

Dividend Date:  Dividends on the Preferred shall be payable
                quarterly in cash in arrears.
__________________________________________________________________

Repurchase of   Leucadia or one of its affiliates
Preferred:      shall commence a tender offer thirty to sixty days
                subsequent to the issuance of the Preferred to
                purchase $25 million of Preferred at $35.00 per
                share.
_________________________________________________________________

Plains Resources -- whose September 30, 2003 balance sheet reports
a working capital deficit of about $20 million -- is an
independent energy company engaged in the acquisition, development
and exploitation of crude oil and natural gas. Through its
ownership in Plains All American Pipeline, L.P., Plains Resources
has interests in the midstream activities of marketing, gathering,
transportation, terminalling and storage of crude oil.  Plains
Resources is headquartered in Houston, Texas.


PRESTIGE BRANDS: S&P Rates Corp. Credit at B with Stable Outlook
----------------------------------------------------------------
Prestige Brands Inc. Credit Rating and Bank Loans Rated, Outlook
Stable

Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Prestige Brands Inc.  At the same time, a 'CCC+' senior
subordinated debt rating was assigned to Prestige's planned $210
million senior subordinated note offering due 2012. Irvington,
N.Y.-based Prestige has $669 million in debt. In addition Standard
& Poor's assigned a 'B' rating and a '2' recovery rating to the
planned $405 million ($355 million Term Loan B and $50 million
revolving credit facility) portion of the facility that has a
first priority lien on substantially all of the company's assets.
A recovery rating indicates a substantial recovery principal in
the event of a default. A 'CCC+' rating and a '5' recovery rating
were assigned to Prestige's planned $100 million Term Loan C that
will be secured by a second priority lien on substantially all of
the company's assets. This recover rating indicates a negligible
expected recovery of principal in the event of a default. The
outlook is stable.

Proceeds from the planned transaction will be used primarily to
consummate the acquisition of four entities--Medtech Holdings
Inc., The Denorex Company, The Spic and Span Company, and Bonita
Bay Holdings Inc.--for about $860 million and repay existing debt
relating to these entities.  The new entity will consist of
established personal care and household brands including: Comet,
Compound W, Spic and Span, and Denorex.

"The ratings reflect the company's participation in the highly
competitive consumer products industry in which it competes with
much larger companies, its lack of geographic diversity in its
product lines, risks associated with integrating newly acquired
entities, and high leverages," said Standard & Poor's credit
analyst Patrick Jeffrey.  These risks are mitigated somewhat by
the company's established brands with leading market positions.
However, many of these brands compete with much larger
pharmaceutical and consumer products companies such as Schering
Plough and Colgate Palmolive that have much greater resources for
product development and marketing.  Most of Prestige's brands have
U.S. domestic concentrations and were previously owned by larger
companies but not as heavily focused on due to their lack of
global diversity.  As a result, the company's strategy is to
develop new line extensions for these brands and increase
marketing.  


QWEST COMMS: Appoints Barry K. Allen Executive VP -- Operations
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced that
Barry K. Allen has been appointed executive vice president of
operations, with responsibility for the company's network and
information technology (IT) operations. Allen previously served as
the company's chief human resources officer and will be replaced
by Jill R. Sanford, who will now serve as the company's chief
human resources officer. These changes are effective Monday, March
22 and both Allen and Sanford will report directly to Qwest
Chairman and CEO Richard C. Notebaert.

Allen joined Qwest in July of 2002 and has more than 25 years of
senior management experience. During his tenure in the
telecommunications sector, Allen directed a number of operational
functions including, local network, marketing, and publishing. He
also served as president and COO of Marquette Electronics, Inc.
and was president and CEO at Illinois Bell, Wisconsin Bell and
Ameritech Publishing.

Sanford joined Qwest in October of 2002 after serving as the
senior vice president for human resources services at First Data
Corporation in Denver. Sanford has held management positions as a
lawyer and in human resources functions with U S WEST and Holme,
Roberts and Owen.

Al-Noor Ramji, Qwest's executive vice president and chief
information officer (CIO), will serve as the company's CIO of IT
strategy and report to Allen. He will be a technical advisor to
Allen on operational and strategy matters.

The company also announced that Augie Cruciotti, executive vice
president of Qwest's network services group, will be leaving Qwest
for personal reasons.

                        About Qwest

Qwest Communications International Inc. (NYSE: Q) -- whose  
March 31, 2003 balance sheet shows a  total shareholders' equity  
deficit of about $2.6 billion -- is a leading provider of voice,
video and data services to more than 25 million customers. The
company's 47,000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability. For more
information, visit the Qwest Web site at http://www.qwest.com/  


RENAISSANCE RADIO: Pays All Undisputed Claims & Exits Chapter 11
----------------------------------------------------------------
Following U.S. Bankruptcy Judge Barbara J. Houser's approval of
its reorganization plan, Renaissance Radio has fulfilled all of
its undisputed obligations and successfully emerged from Chapter
11.

Under the confirmed plan of reorganization, the company, which
filed for relief under Chapter 11 of the Bankruptcy Code on April
28, 2003 after an involuntary Chapter 7 was filed on April 1,
2003, paid all of its undisputed debts in full.

"Renaissance Radio undertook a sincere and committed program to
make all the appropriate creditors whole. (Renaissance Radio
President/CEO) Dave Schum acted in an exemplary manner and took
the honorable course in completing Renaissance Radio's
reorganization," said Renaissance Radio's attorney Paul Keiffer of
Hance, Scarborough, Wright, Ginsberg & Brusilow, LLP. "Renaissance
Radio has achieved what few companies are able to do in a Chapter
11, pay all undisputed creditors in full and preserve for its
shareholders the opportunity for a profitable future."

Renaissance Radio filed for bankruptcy protection in April 2003
following its short-lived launch of KCAF in October 2002. Instead
of succumbing to pressure to sell the licenses under Chapter 7 and
liquidating the company, Mr. Schum chose to undertake Chapter 11
reorganization, thereby ensuring that valid creditors would be
paid and the equity holders' rights would be preserved so the
company could stay in business.

"Chapter 7 would have been easier for us, in some ways," said Mr.
Schum. "It likely would have paid our debts in about the same
amount of time as the reorganization did, but the stockholders
would have been the ones to suffer. We took the road which allowed
us to live up to our commitments to both our creditors and our
stockholders in full."


REPTRON ELECTRONICS: New Common Stock to Trade Under RPRN Symbol
----------------------------------------------------------------
Reptron Electronics, Inc. (OTC Bulletin Board: RPRN), an
electronics manufacturing services company, commenced distribution
of its new shares of common stock and new bonds Monday, March 22,
2004. These distributions were made in accordance with the process
defined in the Company's Plan of Reorganization, which became
effective on February 3, 2004. The common shares will initially
carry the symbol "RPRNV," with the last letter, "V," being
eliminated after the distribution of all new shares has been
completed. The Company's old shares of common stock and old bonds
will simultaneously be cancelled. The new shares will be traded on
the OTCBB.

Reptron Electronics, Inc. also announced the resignation of Neil
Subin as a director of the Company. Subin announced that he is
resigning due to time constraints and other business and personal
commitments.

                        About Reptron

Reptron Electronics, Inc. is a leading electronics manufacturing
services company providing engineering services, electronics
manufacturing services and display integration services. Reptron
Manufacturing Services offers full electronics manufacturing
services, including complex circuit board assembly, complete
supply chain services and manufacturing engineering services to
OEMs in a wide variety of industries. Reptron Display and System
Integration provides value-added display design engineering and
system integration services to OEMs. For more information, please
access http://www.reptron.com/


RICA FOODS: Lenders Agree to Waive Defaults & Extend $12M New Loan
------------------------------------------------------------------
Rica Foods, Inc. (Amex: RCF) has announced that it has entered
into written confirmation agreements with certain of its lenders
pursuant to which the Company has secured approximately $12
million of new debt which has been used to repay approximately
$11.94 million of existing indebtedness.

Pursuant to the terms of the Confirmation Agreements, the
signatory lenders have also agreed to waive any and all defaults,
excluding defaults resulting from the failure to pay interest as
due, that the Company or its wholly owned subsidiaries have
committed or may commit for one month (the "Extension Period"),
during which definitive loan documents are being prepared.

This continues the debt restructuring process initiated by the
Company with the full repayment of its indebtedness in the
aggregate amount of approximately $6.4 million to Citibank in
January 2004.

                        Background

In September 2003, the Company entered into a trust agreement
pursuant to which it restructured its debt obligations with
respect to $36.3 million in principal amount of indebtedness. Ten
of the Company's lenders were signatories to the Trust Agreement
and as of March 18, 2004, the Company owed an aggregate of
approximately $36.5 million to the Participating Lenders. The
Company contributed or pledged substantially all of the assets of
the Company's wholly owned subsidiaries to a trust, which, as of
March 18, 2004 secured the Subsidiaries' obligations with respect
to the aggregate $33.4 million of indebtedness owed to the
Participating Lenders. Based on information provided to the
Company by an independent appraiser, the Company estimates that
the appraised value of the Trust Assets which have been appraised
to date will equal and have a collateral value of approximately
$81 million. Pursuant to the terms of the Trust Agreement, the
Trust Assets are to be valued at 70% of their appraised value.
Accordingly, the Company estimates that Trust Assets are currently
valued at approximately $57.3 million.

Certain of the Company's other existing creditor banks (the "Non-
Participating Lenders") are not signatories to the Trust
Agreement. As of March 18, 2004, the Company had borrowed from the
Non-Participating Lenders an aggregate of approximately $6.4
million. As of March 18, 2004 three of the Non-Participating
Lenders holding liens aggregating to approximately $3.3 million
were collateralized with property with an estimated fair market
value of $4.9 million.

In consideration for the establishment of the Trust in September,
the Participating Lenders agreed to waive any and all defaults,
excluding defaults resulting from the failure to pay interest as
due, that the Subsidiaries have committed or may commit prior to
March 22, 2004 (the "Amnesty Period") with respect to outstanding
indebtedness owed to the Participating Lenders. Accordingly, the
Subsidiaries were relieved of any obligation to make principal
payments to the Participating Lenders until the end of the Amnesty
Period. The Subsidiaries were still required to pay interest to
the Participating Lenders in accordance with the terms of an
agreed upon schedule. Pursuant to the terms of the Trust
Agreement, the Subsidiaries were required to resume the payment of
principal at the end of the Amnesty Period.

            Incurrence of Replacement Indebtedness
    The Company has recently restructured its indebtedness.

As of March 19, 2004, the Company borrowed an aggregate of
approximately $12 million, (collectively, the "New Loans") from
three of its existing creditors: Banco Internacional de Costa Rica
("BICSA"), a Panamanian financial institution (approximately $9
million), Banco Agricola de Cartago, a Costa Rican financial
institution (approximately $1.4 million), and Banco Interfin, a
Costa Rican financial institution (approximately $1.6 million)
pursuant to the Confirmation Agreements. The New Loans extended by
BICSA, Agricola and Interfin are expected to be secured by the
Trust. BICSA, Agricola and Interfin are, as a result of the loan
repayments, the only remaining Participating Lenders.

Although the Company has entered into the Confirmation Agreements
and secured the proceeds of the New Loans, definitive loan
agreements with respect to the New Loans have not yet been
executed. As to each creditor extending a New Loan, once
definitive, new loan agreements are finalized between the Company
and such creditor, the Company anticipates that it will resume the
payment of principal pursuant to the newly negotiated terms of the
New Loan. The proposed repayment terms, if any, of the New Loans
are described below.

Although the Company anticipates that definitive loan agreements
with respect to the New Loans will be executed within the
Extension Period, if such definitive agreements are not entered
into within the Extension Period, the creditors extending the New
Loans may take the position that the New Loans are immediately due
and payable upon expiration of the Extension Period.

As of March 19, 2004, and after giving effect to the
restructuring, the Company's aggregate outstanding indebtedness to
BICSA totaled approximately $30.7 million, including (i) the $9.0
million New Loan to be secured by the Trust, (ii) approximately
$18.7 million of indebtedness secured by the Trust and (iii) $3.0
million of unsecured indebtedness. The Company has delivered to
BICSA a promissory note in the principal amount of $9 million,
bearing interest at a rate of 8.5% per annum and with a maturity
date of May 22, 2004. The Company anticipates that upon the
execution of a definitive agreement evidencing the New Loan with
BICSA, if ever, all of the Company's indebtedness to BICSA will be
secured by the Trust. Aside from the promissory note payable in
two months, the Company and BICSA have not agreed to the payment
terms of the New Loan extended by BICSA. There can be no
assurances that BICSA will agree to principal and interest
repayment terms that are acceptable to the Company.

As of March 19, 2004, and after giving effect to the
restructuring, the Company's aggregate indebtedness owed to
Interfin totaled approximately $6.1 million, including (i) the
approximately $1.6 million New Loan and (ii) approximately $4.5
million of indebtedness secured by the Trust. The Company
anticipates that upon the execution of a definitive agreement
evidencing the New Loan with Interfin, if ever, the loan will be
payable in full at maturity, in five years, and interest will be
payable trimesterly.

As of March 19, 2004 and after giving effect to the restructuring,
the Company's aggregate indebtedness owed to Agricola totaled
approximately $3.0 million, including (i) the approximately $1.4
million New Loan and (ii) approximately $1.6 million of
indebtedness secured by the Trust. The Company anticipates that
upon the execution of a definitive agreement evidencing the New
Loan with Agricola, if ever, the loan will be payable in full at
maturity, in five years, and interest will be payable trimesterly.

                Repayment of Existing Indebtedness

On March 19, 2004, the Company used the approximately $11.94 of
proceeds from the New Loans to satisfy the Company's debt
obligations to a number of its existing creditors. A portion of
the Proceeds were used to repay, in full, approximately $6.6
million and $3.3 million of indebtedness owed to six Participating
Lenders and three Non-Participating Lenders respectively, and to
repay a portion (approximately $2 million) of the indebtedness
owed to one of the Participating Lenders. After giving effect to
the foregoing repayments and the extension of the New Loans, the
Trust will secure approximately $36.8 million of indebtedness. If
the approximately $3.0 million of unsecured indebtedness owed to
BICSA becomes secured by the Trust upon the execution of
definitive loan agreements, the Trust is projected to secure
approximately $39.3 million.


SAFESCRIPT PHARMACIES: Files for Chapter 11 Protection in Texas
---------------------------------------------------------------
Safescript Pharmacies, Inc. (OTC Pink Sheets: SAFS) announced that
its board of directors filed a petition late Friday, March 19,
2004 in the Federal Bankruptcy Court for protection under Chapter
11 of the United States Bankruptcy Code on behalf of Safescript
Pharmacies, Inc.

The Company's onerous debt structure, created by its previous
management, coupled with numerous judgments and pending legal
action against the Company, jeopardized the much-needed funding
negotiations, thereby prompting the board's decision.

Plans for reorganization are currently under development and it is
Safescript management's intention to position the Company to
emerge from bankruptcy as quickly as possible. Plans will include
retaining the ten pharmacies that are either currently generating
or will soon generate positive cash flow. The ten pharmacies that
will represent the core of Safescript's operations are located in
Longview, TX; Texarkana, TX; Alexandria, LA; Baton Rouge, LA;
Bossier City, LA; two location in Shreveport, LA; and two
locations in New Orleans, LA. Corporate overhead will continue to
be streamlined and the sales effort will be integrated into the
field operations for better and more efficient communication.

"We expect this reorganization to provide Safescript with a fresh
start. We expect to emerge a leaner and more efficient
organization," commented Ed Dmytryk, Safescript's recently
appointed CEO. "We intend to expeditiously create a reorganization
plan that will provide a solid foundation to grow this unique
business model, attract additional working capital and regain
value for our shareholders."

               About Safescript Pharmacies, Inc.

Safescript Pharmacies, Inc. is a public holding company with four
operating subsidiaries, Safe Med Systems, Inc., Safescript
Holdings, Inc., Pegasus Pharmacies, Inc. and Advanced Pharmacy
Solutions, Inc. Safe Med Systems, Inc. is a medical
communications/technology company that provides state-of-the-art,
prescription units loaded with patent-pending software and secure,
broadband wireless technology. Safescript Holdings, Inc. and
Pegasus Pharmacies, Inc. operate the preferred retail pharmacy
providers that specialize in filling prescriptions generated by
the Safe Med Systems technology. Advanced Pharmacy Solutions, Inc.
is a closed specialty pharmacy system that delivers psychotropic
drugs to community and mental health centers. For additional
information visit http://www.safescriptinc.com/


SAFESCRIPT PHARMACIES: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Safescript Pharmacies, Inc.
        dba RTI
        fka RTIN Holdings, Inc.
        dba Restaurant Teams International, Inc.
        dba Fresh n Lite, Inc.
        911 West Loop 281, Suite 408
        Longview, Texas 75604

Bankruptcy Case No.: 04-60600

Type of Business: The Debtor operates drug stores that provides
                  medication for patients with chronic pain.

Chapter 11 Petition Date: March 19, 2004

Court: Eastern District of Texas (Tyler)

Judge: Bill Parker

Debtor's Counsel: William Sheehy, Esq.
                  Wilson Law Firm
                  P.O. Box 7339
                  Tyler, TX 75710
                  Tel: 903-593-2561

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Amerisource Bergen                       $1,500,000
22016 Network Place
Chicago, IL 60673-1220

Threnody, LLC                              $560,000
c/o Craig Longhurst
12625 Memorial Dr., #18
Houston, TX 77024

McKesson                                   $250,000

Dan Kaufman                                $250,000

Walsh Southwest                            $247,700

Valley Drug Co South                       $176,956

Ken Foster                                 $117,208

Franklin, Cardwell, Jones                   $90,906

Cardwell & Jone Franklin                    $90,906

Hinton Sussman                              $85,012

First Equipment                             $60,000

QS/1                                        $49,422

Harbour, Smith, Harris & Merriman           $36,565

Glenn D. Phillips                           $32,000

Ernest & Young LLP                          $25,661

Wall Street Investment                      $24,999

Principal Life                              $23,295

Michael Carbo                               $20,000

Halpern, Danner, Martin & Miles             $19,859

Preston National Bank                       $17,450


SBS INTERACTIVE: Ex-Auditor Expresses Going Concern Opinion
-----------------------------------------------------------
Barry I. Hechtman, P.A., the independent accountants who had been
engaged by SBS Interactive Co. as the principal accountants to
audit the Company's consolidated financial statements, resigned
effective February 10, 2004.

The report of Barry I. Hechtman, P.A. on the financial statements
of the Company as of, and for, the years ended December 31, 2002
and December 31, 2001 was modified as to the Company's ability to
continue as a going concern.


SOUTHWEST RECREATIONAL: Turns to Carl Marks for Financial Advice
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Rome Division, gave its stamp of approval to Southwest
Recreational Industries, Inc., to employ Carl Marks Consulting
Group LLC, as its financial advisors.

The Debtors require the services of experienced restructuring
management including an interim chief restructuring officer who is
experienced in the sports surfacing industry and crisis management
and in providing financial guidance to a sports surfacing business
that is undergoing financial difficulties.

The Debtors believe that Carl Marks is well qualified to assist in
stabilizing the Debtors' financial position, analyzing its
operational and financial situation and developing an appropriate
business plan to accomplish needed operational and financial
restructuring.

Specifically, Carl Marks will:

   a) assist the Debtors' management in operational decision
      making and resolution of wind-down and employee issues;

   b) assist in planning efforts to develop business wind-down
      and asset liquidation plans intended to maximize total
      recovery for the estate;

   c) work to gain constituent consensus on the wind-down plan
      and help to implement;

   d) implement the wind-down plan for the operations of SRI;

   e) work with management, counsel and constituents to help
      analyze and resolve issues that arise during the wind-
      down;

   f) communicate with the creditors' committee, business
      constituents, lenders and their respective advisors;

   g) assist in the preparation of required bankruptcy
      submissions;

   h) monitor, oversee and review Company preparation of 13 week
      DIP cash flow reports, including weekly roll-forwards and
      comparison of actual to plan;

   i) assist management with selection of liquidators to run
      asset auctions and help structure such auction(s) to
      realize maximum value;

   j) assist in overseeing operational wind-down at the Dalton
      and Chattsworth plants;

   k) analyze with management and pursue to the extent
      appropriate possible 363 sale of the business or its
      various business lines in whole or in part;

   l) continue to assist with cash collection of SRI's accounts
      receivable and to assist in the resolution of customer
      issues preventing such collection; and

   m) other reasonable and necessary tasks as appropriate to
      ensure an orderly wind-down process.

Carl Marks will charge the Debtors' estates a flat fee of $150,000
per month for Anthony Accordino, John Given and Jeff Sprouse's
time as Managing Directors, and $500 per hour for Marc L.
Pfefferle and Mark Claster, as partners.

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,  
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir
Meyerowitz, Esq., Mark I. Duedall, Esq., and Matthew W. Levin,
Esq., at Alston & Bird, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, they listed $101,919,000 in total assets and
$88,052,000 in total debts.


SPRING AIR: Files Chapter 11 Petition in S.D. New York
------------------------------------------------------
Spring Air Partners - North America, Inc., and its domestic
subsidiaries, filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code on March 22, 2004. Spring
Air Partners filed the petition in the Bankruptcy Court for the
Southern District of New York.

The Company announced that it is seeking immediate Bankruptcy
Court approval of $3 million of debtor-in-possession financing to
be provided by SAPNA Debt Holdings, LLC (an affiliate of H.I.G.
Capital, LLC) the Company's senior lender.

The Company also announced that in addition to the DIP credit
facility to be provided by its senior lender, it also anticipates
receiving support from certain key trade and other creditors, and
from its licensor, The Spring Air Company.

As a consequence, the Company presently intends to pursue a
consensual plan of reorganization and believes that the DIP credit
facility, coupled with this third party support, will provide the
Company with sufficient liquidity to meet its working capital
needs throughout the reorganization process. As such, Spring Air
Partners intends to continue normal operations throughout the
reorganization process and anticipates that customer shipments and
payments to suppliers on a going forward basis will continue
without interruption.

Les Ayers, Chief Executive Officer and President of Spring Air
Partners, stated that "This financial restructuring is the best
option available for the Company's customers, debt holders and
employees. The filing was a difficult decision, but the
restructuring is being done to preserve the greatest value for our
creditors while ensuring the continuity of business operations for
customers and employees. Most importantly, the reorganization will
allow Spring Air Partners to continue business as usual, and
ultimately emerge a strong company, while at the same time permit
the Company to continue to provide our customers with the quality
and reliability they have come to expect from Spring Air
Partners."

The Company has not set a timetable as to when it will emerge from
Chapter 11, but intends to move through the process quickly.

John Black, Managing Director of the Company's senior lender,
SAPNA Debt Holdings LLC, an affiliate of H.I.G. Capital LLC,
stated "We enthusiastically support Spring Air Partners. Spring
Air Partners has always had strong core competencies in new
product development and customer service. Our initial financing
allowed management to focus on the business and defined
operational initiatives to service the needs of its growing
customer base. We look forward to working with Spring Air Partners
in its efforts to execute a comprehensive restructuring that will
serve as a strong foundation for the Company to fully realize its
growth potential."

The Company, through its subsidiaries, is a manufacturer and
marketer of Spring Air brand mattresses, licensed from The Spring
Air Company("TSAC"), and is the largest licensee of TSAC, having 7
facilities for distribution throughout North America. The Company
sells the full product line offered by TSAC to national retail
chains, sleep shops and furniture stores, and also owns the
exclusive rights to the premium Chattam and Wells brand of
mattresses.

H.I.G. Capital LLC is a private investment firm with in excess of
$1.2 billion of committed capital focused on providing companies
with debt and equity financing to execute business strategies.


SPRING AIR PARTNERS: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Spring Air Partners - North America, Inc.
             134 Spring Street
             New York, New York 10012

Bankruptcy Case No.: 04-11915

Debtor affiliates filing separate chapter 11 petitions:

Entity                                              Case No.
------                                              --------
Spring Air Partners - California, Inc.              04-11916
Spring Air Partners - New Jersey, Inc.              04-11917
Spring Air Partners - Pennsylvania, Inc.            04-11919
Spring Air Partners - Texas, Inc.                   04-11920
Spring Air Partners - Ohio, L.L.C.                  04-11921
Spring Air Partners - Canada, Inc.                  04-11922
Chattam & Wells, Inc.                               04-11923
Spring Air California - Deluxe Bedding Co., Inc.    04-11924
Chattam & Wells Mattress Company, LLC               04-11925
Southland Bedding Company                           04-11926
Springco Bedding Co.                                04-11927

Type of Business: The Debtor is a bedding manufacturer in the
                  United States, manufacturing mattresses and
                  box springs under multiple brand names: Back
                  Supporter(R), ComfortFlex(R), Four Seasons(R),
                  Chattam and Wells(R), Posture Comfort(R) and
                  Nature's Rest(R), for sale to local, regional
                  and national retailers in the United States
                  and Canada.  See http://www.springair.com/

Chapter 11 Petition Date: March 22, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtors' Counsel: Mark A. Broude, Esq.
                  Latham & Watkins
                  885 Third Avenue
                  New York, NY 10022-4802
                  Tel: 212-906-1384
                  Fax: 212-751-4864

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
S.A.P. - North America, Inc. $10 M to $50 M     $50 M to $100 M
S.A.P. - California, Inc.    $0 to $50,000      $10 M to $50 M
S.A.P. - New Jersey, Inc.    $10 M to $50 M     $1 M to $10 M
S.A.P. - Pennsylvania, Inc.  $10 M to $50 M     $10 M to $50 M
S.A.P. - Texas, Inc.         $10 M to $50 M     $10 M to $50 M
S.A.P. - Ohio, L.L.C.        $1 M to $10 M      $1 M to $10 M
S.A.P. - Canada, Inc.        $0 to $50,000      $10 M to $50 M
Chattam & Wells, Inc.        $0 to $50,000      $10 M to $50 M
Spring Air California -      $10 M to $50 M     $10 M to $50 M
Deluxe Bedding Co., Inc.
Chattam & Wells Mattress     $0 to $50,000      $10 M to $50 M
Company, LLC
Southland Bedding Company    $0 to $50,000      $10 M to $50 M
Springco Bedding Co.         $0 to $50,000      $10 M to $50 M

Debtors' List of Consolidated 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Foamex                        Trade                   $4,158,329
1000 Columbia Ave
Linwood, PA 19061

The Spring Air Company        Trade                   $2,651,514
P.O. Box 97598
Chicago, IL 60678

First New England             Sub-debt                $2,450,000
100 Pearl Street
Hartford, CT 06103

Capital Foam Products        Trade                    $1,412,898
75 East Union Ave
East Rutherford, NJ 07073

LLVR (Formerly Dime Capital)  Sub-Debt                $1,093,750
1401 Valley Road, 3rd Floor
Wayne, PA 07470

Bekaert Textiles              Trade                     $744,683
240 Business Park Drive
Winston Salem, NC 27107-6538

AON Insurance Co.             Trade                     $480,597
8182 Maryland Ave, Ste 15
St. Louis, MO 63015

Spring Air Canada             Trade                     $343,231
53 Bakersfield Street
Toronto, ON M3J1Z

Burlington Industries         Trade                     $289,372
5298 Highway 87 North
Burlington, NC 27215

Paltex, Inv.                  Trade                     $273,036
6818 Avalon Blvd
Los Angeles, CA 90003-1922

McCAnn & McCann, E.           Trade                     $225,673

Wells Fargo Business Credit   Trade                     $184,364

Ryder Integrated Logistics    Trade                     $180,914

Culp, Inc.                    Trade                     $169,614

WM T Burnett                  Trade                     $155,761

Staffmark, Inc.               Trade                     $149,415

William H. Connolly           Trade                     $135,135

Blumenthal Print Works, Inc.  Trade                     $128,224

Felix Manufacturing           Trade                     $117,511

Tietex International          Trade                     $115,535


SUNSTRAND ELECTRIC: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: SunStrand Electric Company, Inc.
        1616 Berkley Street
        Elgin, Illinois 60123

Bankruptcy Case No.: 04-10752

Type of Business: The Debtor designs, installs, and maintains
                  communication infrastructure, including voice,
                  data, and fiber optic networks, among other
                  services.  See http://www.sunstrand.com/

Chapter 11 Petition Date: March 18, 2004

Court: Northern District of Illinois (Chicago)

Judge: Benjamin Goldgar

Debtor's Counsel: Michael J. Chmiel, Esq.
                  Zukowski, Rogers, Flood Et Al
                  50 Virginia Street
                  Crystal Lake, IL 60014
                  Tel: 815-459-2050

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Steiner Electric                           $552,495
135 S Lasalle, Dept. 2665
Chicago, IL 60674-2665

Hyre Electric Co.                          $263,525
2320 W. Ogden Blvd.
Chicago, IL 60608

CW Olson & Company                         $132,120
414 N. Orleans #406
Chicago, IL 60610

Simplex Grinnell                           $113,709

Interstate Electronics Company              $55,651

Electronic Displays Inc.                    $55,222

Sadnick Welding Serving                     $47,179

Bond Safeguard Insurance Co.                $36,716

Paramont Electric Supply, Inc.              $23,579

Graybar Electric                            $22,653

Citi Cards                                  $20,580

Elfco                                       $19,717

Star Security Systems                       $19,252

Precision Quincy Corporation                $16,830

Suarez Electric Company                     $15,301

Trech-It, Inc.                              $12,921

Rycom Inc.                                  $12,557

Twisted Pair                                $10,933

Glenbard Electric Supply, Inc.               $9,542


SURE FIT: U.S. Trustee Appoints Official Creditors' Committee
-------------------------------------------------------------
The United States Trustee for Region 2 appointed a 7-member
Official Committee of Unsecured Creditors in Sure Fit Inc.'s
Chapter 11 cases:

      1. Springs Industries, Inc.
         136 Grace Ave
         Lancaster, South Carolina 29720
         Attn: Tal Henry
         (803) 286-2578

      2. RR Donnelley Receivables Inc.
         PO Box 13654
         Newark, New Jersey 07188-0001
         Attn: Jeffrey J. Miller, Credit Manager
               RR Donnelley
         77 West Wacker Drive
         Chicago, Illinois 60601
         (312) 326-7720

      3. 1st Asia Corporation
         144 Jenkins Drive
         Englewood Cliffs, New Jersey 07632
         Attn: Sherry Hou
         (212) 689-2988

      4. Meredith Corporation
         125 Park Avenue, 20th Floor
         New York, New York 10017
         Attn: Michael I. Cook
         (212) 455-1330

      5. Taiwan Jing Mih Textile Co.
         No. 210 Gong 1 Road
         King Lung Tam Tauynan
         Taiwan ROC
         806-3470-0452
         Attn: Ming Lee
         1362 Chardonnay Drive
         Houston, TX 77077
         (281) 679-5656

      6. Alltex Trading Company
         PO Box 2050
         Carmel, Indiana 46082-2050
         Attn: Steven Borowka
         595 Avenue of the Americas
         New York, New York 10011
         (212) 229-0400

      7. Capital BlueCross
         2500 Elmerton Avenue
         PO Box 772132
         Harrisburg, Pennsylvania 17177-2132
         Attn: Michael B. Wolfe, Corporate Counsel
         (717) 541-6366

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

Headquartered in New York, New York, Sure Fit, Inc. --
http://www.surefit.net/-- sells home furniture coverings,  
manufactures and markets one-piece slipcovers and furniture throw
covers.  The Company filed for chapter 11 protection on March 7,
2004 (Bankr. S.D.N.Y. Case No. 04-11495).  David C. McGrail, Esq.,
at Dechert LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed estimated debts and assets of over $50
million each.


UNICAL INTERNATIONAL: Wants Until Apr. 19 to File Schedules
-----------------------------------------------------------
Unical International, Inc., wants the U.S. Bankruptcy Court for
the Central District of California, Los Angeles Division, to
extend their time to file their 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).  

Since the inception of this case, the Debtor and its key personnel
have been diligently working long hours to transition to Chapter
11, maintain and conduct its business as orderly and efficiently
as possible, advise its critical vendors and other creditors of
this case and keep these parties apprised of the status of this
case, and comply with all administrative requirements of the
Office of the United States Trustee.

Additionally, both prepetition and postpetition, the Debtor has
been in extensive negotiations with its major secured creditor
concerning a debtor in possession financing agreement in order to
fund its ordinary and necessary business expenses.  Currently, the
Bank and the Debtor have not reached a final agreement on the
terms of the DIP financing or the use of cash collateral.  The
Debtor's key personnel have expended a considerable amount of time
on these matters, and still continue to do so.

Consequently, the Debtors ask the Court to extend their time
period to file their Schedules and Statements to run through April
19, 2004.

Headquartered in Los Angeles, California, UNICAL International
Inc. -- http://www.nationaldist.com/-- is an importer, exporter,  
and distributor of products in such categories as housewares,
stationery, babycare, and more.  The Company filed for chapter 11
protection on March 4, 2004 (Bankr. C.D. Calif. Case No. 04-
14948).  Martin J. Brill, Esq., at Levene, Neale, Bender, Rankin &
Brill represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated debts and assets of more than
$10 million each.


UAL: Panel's Move to Examine Aircraft Financiers, et al., Denied
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of UAL Corporation
asks Judge Wedoff to direct these entities to produce documents
with respect to the proposed agreement between the Chapman Group
and the Debtors:

   -- 100 aircraft financiers represented by Chapman and Cutler
      LLP;

   -- Jeffries & Co.;

   -- Avitas;

   -- Babcock & Brown;

   -- Rothschild; and

   -- the Debtors.  

The Committee also wants to examine representatives of these
entities with the most knowledge of the proposed transaction.

The Committee has played an active and constructive role in
reviewing all aircraft restructuring agreements with various
aircraft financiers.  Part of the Committee's role was to ensure
that one aircraft financier obtained no unfair advantage over
another.  

The Committee was advised on February 13, 2004, that the Debtors
reached an agreement with the Chapman Group affecting about 175
planes in the Debtors' fleet.  Mark A. Fink, Esq., at
Sonnenschein, Nath & Rosenthal, explains that because of the
number of aircraft controlled by the Chapman Group, the Debtors
were placed at an unfair advantage.  The terms of the agreement
appear to be significantly less favorable to the Debtors than
those reached with other aircraft financiers.  Therefore, the
Committee fears that the Debtors may have retained aircraft that
they do not want or need.  Also, the Debtors may have been forced
to accept above-market terms and a premium for members of the
Chapman Group over other Section 1110 aircraft financiers.

The Committee seeks information to comprehend the dynamic of the
Chapman Group and the "agreement they seek to impose upon the
Debtors."  This will allow the Committee to judge the merits of
the deal, its effect on any Plan and discharge its obligations to
unsecured creditors.

                            Objections

(1) Debtors

James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
since the earliest days of these Chapter 11 cases, the Debtors
have provided the Committee with a constant flow of information
relating to negotiations with the aircraft financiers.  At this
time, the terms of the Chapman agreement is not yet finalized.  
Nevertheless, as the agreement has moved closer to completion,
the Debtors' communications with the Committee have intensified.  
Indeed, the Debtors have kept the Committee apprised of the
negotiations with the Chapman Group on a virtual "real time"
basis.  The Committee fails to cite any documents or information
on the Chapman agreement that the Debtors have refused to
provide.

Since no documents have been filed with the Court, there is no
agreement for the Committee to challenge.  If and when the
Debtors file the agreement with the Court, the Committee may
object to the transaction with the full arsenal of discovery
permitted under the Federal Rules of Bankruptcy Procedure.

Therefore, the Committee's discovery request is premature and
unnecessary.  The Debtors and their professionals should not be
subject to a wasteful and costly discovery process when there are
no assertions that the Committee's information requests have gone
unanswered.  The Debtors and their professionals need to focus
their efforts on restructuring the aircraft financing
transactions.  However, because the Debtors are in the process of
providing the information and documents sought by the Committee,
and are making their professionals available to the Committee on
a regular basis, the Debtors consent to the Committee's
examination before the Court.  It would be nothing more than a
formality of the parties' existing informal information
arrangement.  

The Debtors reserve the right to contest any examinations
requested by the Committee where the information could more
easily be obtained through other channels.  The Debtors will
object to requests for information that has already been provided
to the Committee or are unduly burdensome or inappropriate,
placing hardship on the estate.

(2) Trustees

U.S. Bank, The Bank of New York, Wells Fargo and J.P. Morgan
Trust Company, in their capacity as Trustees to aircraft leases,
argue that the Committee's discovery request is premature and
disruptive.  Leo T. Crowley, Esq., at Pillsbury & Winthrop,
contends that no binding agreement has been reached and may never
be.  Any agreement will be effective on submission to the Court
for hearing and approval.  Until then, there is no matter before
the Court for discovery.

Mr. Crowley also notes that the Committee's suggestion of anti-
trust violations as a basis for discovery is "a thinly veiled
attempt to manufacture controversy where there is none."  Once an
agreement is reached, the Court will either approve it of not.  
The conduct of the Trustees and the bondholders en route to this
outcome is irrelevant.

The Trustees believe that the Committee is attempting to use the
request to initiate broad discovery, circumventing the rules of
civil procedure.  Mr. Crowley points out that Rule 2004 of the
Federal Rules of Bankruptcy Procedure is specifically intended to
be used to determine the extent and location of assets.  It is
not intended to be a substitute for discovery.

                          *     *     *

Judge Wedoff denies the Committee's request.

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


UAL: Failed to Disclose Retiree Care Changes Were Likely, Says AFA
------------------------------------------------------------------
United Airlines CFO Jake Brace admitted that he knew well before
July 1, 2003, that the company would likely seek changes to
retiree health benefits through the bankruptcy court. Meanwhile,
thousands of United employees decided to retire thinking their
health care benefits would be preserved.

In an interview with Bankruptcy Court Examiner Ross O. Silverman,
Brace stated that during the 1113 process and throughout most of
the bankruptcy proceedings he believed it likely that United would
seek 1114 relief and would have done so during the first part of
2003 if it had sufficient manpower and resources.

United sought and received $2.56 billion in annual concessions
from employees through the 1113 process. The fact that changes to
retiree benefits were likely was never revealed to the flight
attendants, leaving out a key piece of information during the
concessionary negotiations and for employees who were considering
retirement.

"When United's CFO believes that the company was likely to seek
changes to retiree health care, our flight attendants deserved to
know about it before they turned in their wings," said United AFA
Master Executive Council President Greg Davidowitch. "This was a
sin of omission. Management of the most senior level concealed
vital information and stood silent while thousands of employees
made the difficult decision to end their careers."

The fact that United withheld this vital information equates to
bad faith bargaining and therefore taints the company's request to
change retiree health benefits. "While we take some small comfort
that United did not commit outright fraud, the flight attendants
are still deeply disturbed that the examiner's report exposes a
pattern of bad faith bargaining and deception by United Airlines,"
Davidowitch said.

The examiner will present his findings to Judge Eugene Wedoff on
March 19 who has made it clear that United's attempt to seek
changes through the court has a wider impact. In his memorandum of
decision to appoint the examiner Wedoff said, "The question of
whether United misled its flight attendants about the likely
effect of retirement during the two-month window is more than a
two-party dispute between United and AFA; it bears on United's
overall good faith in dealing with its employees and former
employees. This is an issue in United's pending efforts to obtain
relief under Section 1114 (f) (g), since modification of
retirement benefits can only be ordered if all affected parties
are treated fairly and equitably. But the issue has a broader
impact here: fair treatment of employees is key to any successful
reorganization of a debtor's business."

More than 46,000 flight attendants, including the 21,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union. AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO. Visit  
http://www.unitedafa.org/


US AIRWAYS: Resolves Disputed Benefit Plan Claims
-------------------------------------------------
On November 1, 2002, U.S. Airways Retiree Claimants filed proofs
of claim relating to the US Air, Inc. Supplementary Retirement
Benefit Plan and the US Air, Inc. Officers Supplementary Benefit
Plan:

        Name                    Claim No.          Amount
        ----                    ---------          ------
        James T. Lloyd            1582         $2,936,533

        Richard A. McKinnon &     2863            704,726
           Gale S. McKinnon

        Seth E. Schofield         4416          2,125,141
                                  4417                  0

        Richard Spaulding &       4096            503,987
           Marie T. Spaulding

        Michael R. Schwab         5381          1,489,058
                                  2536            784,402

        Lawrence L. Stentzel II   2556         1,647,8340
           & Jane L. Stentzel

        Patricia A. Goldman       2147          1,186,298

        John P. Frestel, Jr.      2941          3,453,972

        Ronald A. Holley &        1879            556,325
           Lorraine E. Holley

        Frank L. Salizzoni        1552          3,539,923
                                              -----------
        TOTAL                                 $18,928,205
                                              ===========

The Reorganized Debtors objected to the Retiree Claims as
overstated and asked the Court to reduce and allow them in a
lesser amount.

Consequently, the Reorganized Debtors and the Retiree Claimants
agree to resolve their dispute and arrive at agreed reduced
amounts for the Retiree Claims.

The Retiree Claims relating to the SRPs are reclassified as
USAI-7 Claims and resolved as:

        Name                    Claim No.          Amount
        ----                    ---------          ------
        James T. Lloyd            1582          1,523,246

        Richard A. McKinnon &     2863            347,309
           Gale S. McKinnon

        Seth E. Schofield         4416            837,818
                                  4417                  0
        Richard Spaulding &       4096            274,308
           Marie T. Spaulding

        Michael R. Schwab         5381            740,018
                                  2536                  0
        Lawrence L. Stentzel II   2556            652,394
           & Jane L. Stentzel

        Patricia A. Goldman       2147            446,617

        John P. Frestel, Jr.      2941          1,820,643

        Ronald A. Holley &        1879            265,807
           Lorraine E. Holley

        Frank L. Salizzoni        1552          2,088,090
                                              -----------
        TOTAL                                  $8,996,250
                                              ===========

All remaining claims of the Retiree Claimants relating to the
SRPs are withdrawn. (US Airways Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WESTERN WIRELESS: J.P. Morgan Owns 8.3% Equity Stake
----------------------------------------------------
J.P. Morgan Chase & Co. beneficially owns 7,040,000 shares of the
common stock of Western Wireless Corporation, which represents
8.3% of the outstanding common stock of Western Wireless.  J.P.
Morgan Chase & Company holds sole powers both to vote and/or to
dispose of the stock held.

Cellular phone service provider Western Wireless -- whose Sept.
30, 2003, balance sheet reports a total net capital deficit of
$475,334,000 --has more than 1 million subscribers, primarily in
rural areas, in 19 western US states. Service is offered under the
Cellular One brand. Subsidiary Western Wireless International
operates wireless networks that serve more than 1.3 million
customers in 10 countries.

                
WOMEN FIRST: Lays Off Sales Force & Other Workers to Conserve Cash
------------------------------------------------------------------
Women First HealthCare, Inc. (Nasdaq: WFHC), a specialty
pharmaceutical company, announced that it has implemented a cash
conservation measure by laying off its 44-member pharmaceutical
sales force and seven operational and administrative employees.
The Company believes the layoffs will reduce the Company's
expenditures on salary, benefits and overhead costs by
approximately $160,000 per week beginning April 1, 2004. The
Company will incur approximately $150,000 in cash costs associated
with this reduction in force.

Commenting on the layoffs, Women First chairman and chief
executive officer Edward F. Calesa said, "With our decision to
divest both strategic and non-strategic products coupled with the
Company's current cash position, we cannot justify the expense of
the sales force. They are a great group of dedicated and competent
individuals and managers and thus it will be a professional and
personal loss."

The Company also announced that it has no plans for an investor
conference call in connection with its March 16, 2004 press
release regarding the Company's exploration of strategic
alternatives to address financial challenges, its hiring of Miller
Buckfire Lewis Ying & Co., LLC as its exclusive financial advisor
and its estimated fourth quarter and year-end results.

                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 INC: Resolves Royalty Dispute with MessagePhone
--------------------------------------------------------
Adam P. Strochak, Esq., at Weil, Gotshal & Manges LLP, in
Washington, D.C., relates that on December 28, 1999, Worldcom Inc.
entered into a license agreement with MessagePhone, Inc. and
Messager Partners.  Under the agreement, WorldCom agreed to pay
MessagePhone royalties in return for the right to use certain
MessagePhone patents that generally relate to voice message
delivery services.

Subsequently, a dispute arose between WorldCom and MessagePhone
relating to:

   -- an initial license fee for the period 1997 through 1999;

   -- the calculation of royalties relating to the Messenger
      Service for 2000;

   -- WorldCom's payment of fees pursuant to the License
      Agreement; and

   -- WorldCom's record keeping relating to the Messenger
      Service.

On April 19, 2001, MessagePhone initiated a civil action against
the Debtors before the 193rd Judicial District Court, Dallas
County, Texas relating to the dispute.  Pursuant to the License
Agreement, the parties agreed to submit matters raised in the
lawsuit to binding arbitration.  Specifically, MessagePhone
initiated an arbitration proceeding before JAMS/ENDISPUTE.  But
by operation of Section 362 of the Bankruptcy Code, the lawsuit
and the arbitration were stayed.

MessagePhone then filed Claim Nos. 6565 and 35941 for an
aggregate of $2,109,816 relating to disputed time periods as well
as later time periods covered by the License Agreement.

In early 2003, the parties agreed to modify the automatic stay so
they may proceed with the Arbitration.  MessagePhone and WorldCom
participated in an evidentiary hearing in the Arbitration in June
2003.  After three days of arbitration proceedings, the hearing
was recessed.  The evidentiary hearing was scheduled to continue
in August 2003 but was postponed to settle all matters in dispute
between MessagePhone and WorldCom.

After the postponement of the evidentiary hearing, MessagePhone's
initial settlement demand was $906,240, plus a cure payment for
prepetition license payment for the second quarter of 2002.  
MessagePhone's $906,240 demand included:

   -- $491,240 in royalty fees for the time period 1997 to 2000;

   -- $213,000 in prepetition Messenger Service calls not
      included in the Debtors' royalty payments for the period
      beginning January 2001;

   -- $142,000 in postpetition Messenger Service calls not
      included in the Debtors' royalty payments for that period;
      and

   -- $60,000 in accounting fees related to the audit
      MessagePhone performed of the Debtors' accounts.

To resolve the disputes over the calculation of royalties, the
payment of uncollected fees owed to MessagePhone by WorldCom, and
WorldCom's record keeping pursuant to the License Agreement,
MessagePhone, Messager Partners and WorldCom concluded a
settlement agreement, which the Court approved.

The salient terms of the Agreement are:

A. The parties will execute an amended license agreement;

B. Upon WorldCom's receipt of wiring instructions from
   MessagePhone, WorldCom has until March 23, 2004 to pay
   $650,000 as "Settlement Funds" by check or Automated Clearing
   House transfer.  The Settlement Funds represent:

   (a) $427,000 to resolve the Arbitration Dispute;

   (b) $93,000 for unpaid royalties on Messenger Service calls;
       and

   (c) $130,000 to cure the Debtors' prepetition indebtedness
       under the License Agreement for the second quarter 2002;
       and

C. Upon receipt of the Settlement Funds:

   (a) MessagePhone will dismiss the lawsuit with prejudice, each
       party bearing its own attorneys' fees and costs incurred
       to date;

   (b) Each party will dismiss the Arbitration, with prejudice,
       each party bearing its own attorneys' fees and costs
       incurred to date; and

   (c) MessagePhone will withdraw any and all proofs of claim
       that it has filed against the Debtors, including Claim
       Nos. 6565 and 35941.

Headquarterd in Clinton, Mississippi, WorldCom, Inc., --
http://www.worldcom.com-- is a pre-eminent global communications  
provider, operating in more than 65 countries and maintaining one
of the most expansive IP networks in the world.  The Company filed
for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y. Case
No. 02-13532).  On March 31, 2002, the Debtors listed
$103,803,000,000 in assets and $45,897,000,000 in debts. (Worldcom
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


WORLDPORT COMMS: Plans to Deregister Common Stock to Cut Costs
--------------------------------------------------------------
WorldPort Communications, Inc. (OTCBB:WRDP) announced that its
Board of Directors has authorized the filing of a Form 15 with the
Securities and Exchange Commission to deregister its common stock
and suspend its reporting obligations under the Securities
Exchange Act of 1934.

The Company expects to file the Form 15 within one week and
expects that the deregistration will become effective within 90
days of the filing with the SEC.

As a result of the Form 15 filing, the Company's obligation to
file with the SEC certain reports and forms, including Forms 10-K,
10-Q and 8-K, will immediately cease. The Company expects to
realize significant cost savings as a result of being relieved of
its SEC periodic reporting requirements. The Company's securities
will no longer be eligible for quotation on the Over The Counter
Bulletin Board (OTCBB); however, the Company's securities may be
quoted on the Pink Sheets, a service that does not require
companies to file periodic reports with the SEC.

Under the SEC's rules, a company with fewer than 300 record
holders may voluntarily terminate the registration of its
securities by filing a Form 15. The Company currently has fewer
than 300 record holders.

After serious consideration, the Company's Board of Directors
concluded that the burdens associated with being a reporting
company currently outweigh any advantages to the Company. The
factors considered by the Company's Board of Directors in making
this decision included the following:

-- the costs incurred by the Company each year in connection with
   the preparation of periodic reports to be filed with the SEC;

-- the substantial incremental costs, including insurance,
   associated with being a public company;

-- the fact that the Company's stock continues to be very thinly
   traded;

-- there continues to be a lack of analyst coverage and minimal
   liquidity for the Company's stock.

The Company ceased all active business operations in early 2002.
The Company has investigated possible acquisition and investment
opportunities, but has not identified any acquisition
opportunities it deemed appropriate. In the meantime, the
Company's assets, consisting of cash and investments in U.S.
government securities, continue to yield earnings below on-going
expense levels. As a result, the Board of Directors has determined
that it is in the best interests of the Company's shareholders not
to pursue further investment in operating businesses and to
liquidate the Company's assets. It is anticipated that liquidating
distributions will be made from time to time as claims against the
Company are resolved.


XP1 GROUP LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: XP1 Group LLC
        aka Print Express
        dba SOSXPRESS
        202 Ranch Road
        Gun Barrel City, Texas 75156

Bankruptcy Case No.: 04-60537

Type of Business: The Debtor provides printing services.
                  See http://www.sosxpress.com/

Chapter 11 Petition Date: March 15, 2004

Court: Eastern District of Texas (Tyler)

Judge: Bill Parker

Debtor's Counsel: Michael E. Gazette, Esq.
                  1000 First Place
                  Tyler, TX 75702
                  Tel: 903-596-9911

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Fas Clampitt                  Trade Debt                $110,000

Pitman                        Trade Debt                 $24,472

Bank of America               Bank Loan                  $22,000

Print Mart                    Trade Debt                 $17,506

Ris Paper Company             Trade Debt                 $13,735

Heidelberg, USA Inc.          Trade Debt                 $10,421

United Publishing             Trade Debt                  $8,317

Capital One, FSB              Credit Card                 $7,115

United Parcel Services        Trade Debt                  $6,344

Trader Publications           Trade Debt                  $6,022

Western Paper                 Trade Debt                  $6,000

Xpedex                        Trade Debt                  $5,588

United Graphic Equipment      Trade Debt                  $5,500
Company

Olmsted-Kirk Paper            Trade Debt                  $5,190

Printer's Market Place        Trade Debt                  $4,600

First National Bank Omaha     Credit Card                 $4,096

Kaufman County Tax Office     Taxes                       $3,707

Hunter & Associates           Trade Debt                  $3,320

Del Mar Holdings, Inc.        Rent                        $3,300

Courtsquare Leasing           Rent                        $2,645


* Justin Spendlove to Head Fried Frank's European Operations
------------------------------------------------------------
Fried, Frank, Harris, Shriver & Jacobson, the international law
firm, announced that Justin Spendlove, former Managing Partner of
Ashurst, a leading European law firm, will join Fried Frank as
Managing Partner of its European operations and leader of the
Firm's overseas leveraged finance practice. Mr. Spendlove also
will become a member of the Firm's Governance Committee.

Commenting on the announcement, Fried Frank Co-Managing Partner
Valerie Ford Jacob said, "We are excited to add a partner of
Justin Spendlove's stature and experience. It is an important step
forward as part of our international strategy to service our
clients globally. Justin was responsible for establishing his
former firm's strategic positioning and we are proud to have him
on our global senior management team. He also will play a key role
in heading our leveraged finance practice in London.

She added, "We have had an exciting past year at Fried Frank,
working with such clients as AEA Investors, Banc of America, Bell
South on AT&T, Brascan, Roy Disney, Goldman Sachs, JPMorgan,
Martha Stewart OmniLiving, Merck, Merrill Lynch, NTL, and Procter
& Gamble, among others. We look forward to continue serving our
clients globally with Justin on our team."

Justin Spendlove formerly served as Managing Partner at Ashurst
from October 2000 until January 2004. Prior to this he was head of
Ashurst's International Leveraged Finance Group, where he
specialized in leveraged and acquisition finance transactions,
acting primarily for financial institutions. He joined Ashurst in
1996. Mr. Spendlove is a graduate of BrasenoseCollegeat
OxfordUniversity.

Fried, Frank, Harris, Shriver & Jacobson LLP is a leading
international law firm with approximately 520 attorneys in offices
in New York, Washington, DC, Los Angeles, London and Paris. It
handles major matters involving, among others, corporate
transactions, including mergers and acquisitions and private
equity, securities offerings and financings, international
transactions, asset management and corporate governance;
litigation, including general commercial litigation, securities
and shareholder litigation, white-collar criminal defense and
internal investigations, intellectual property litigation, qui tam
and RICO defense matters, takeover and proxy fight litigation,
environmental matters and domestic and international arbitration
and alternative dispute resolution; antitrust counseling and
litigation; bankruptcy and restructuring; real estate; securities
regulation, compliance and enforcement; government contracts
compliance and litigation; benefits and compensation; intellectual
property and technology; tax; financial institutions; and trusts
and estates.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (175)         280      140
AK Steel Holdings       AKS         (53)       5,025      579
Amazon.com              AMZN     (1,036)       2,162      568
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB         (18)         184      (25)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Columbia Laboratories   CBRX         (8)          13        5
Cubist Pharmaceuticals  CBST         (7)         221      131
Cedara Software         CDE          (2)          20      (12)
Choice Hotels           CHH        (118)         265      (43)
Cherokee International  CHRK       (120)          64       15
Compass Minerals        CMP         (90)         644      101
Caraco Pharm Labs       CPD         (20)          20       (2)
Volume Services         CVP          (5)         280      (11)
Centennial Comm         CYCL       (579)       1,447      (98)
Diagnostic Imag         DIAM          0           20       (3)
Echostar Comm           DISH     (1,206)       6,210    1,674
Deluxe Corp             DLX        (298)         563     (309)
Education Lending Group EDLG        (26)       1,481      N.A.
Eyetech Pharma          EYET        (78)          76       62
Graftech International  GTI         (95)         980      105
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Journal Register        JRC          (4)         702      (20)
Kinetic Concepts        KCI         (80)         618      244
KCS Energy              KCS         (30)         268      (16)
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,765    2,818
Memberworks Inc.        MBRS        (20)         248      (89)
Millennium Chem.        MCH         (46)       2,398      637
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maxxam Inc.             MXM        (582)       1,107      133
Niku Corp.              NIKU         (4)          30        1
Nuvelo Inc.             NUVO         (4)          27       21
Northwest Airlines      NWAC     (1,775)      14,154     (297)
ON Semiconductor        ONNN       (498)       1,144      201
Airgate PCS Inc.        PCSAD      (293)         574     (364)
Petco Animal            PETC        (11)         555      113
Pinnacle Airline        PNCL        (48)         128       13
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q        (1,106)      26,216   (1,132)
Quality Distribution    QLTY       (126)         387       19
Rite Aid Corp           RAD         (93)       6,133    1,676
Revlon Inc.             REV      (1,726)         892      (32)
Sepracor Inc            SEPR       (619)       1,020      728
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC        (180)       1,519       52
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
Ultimate Software       ULTI         (7)          31      (10)
Universal Technical     UTI         (36)          84       29
Valence Tech            VLNC        (17)          36        4
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Expressjet Holdings     XJT         (10)         510       15
Xoma Ltd.               XOMA        (11)          72       30

                           
                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, 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 ***