TCR_Public/040326.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, March 26, 2004, Vol. 8, No. 61

                           Headlines

ACADEMY TENT: Signature Special Event Acquires Tent Rental Assets
ADELPHIA COMMS: Court Approves Joint Settlements with TelCove
ADVANCED LIGHTING: Unable to Timely File Latest Report with SEC
AIR CANADA: Continues Expansion to Latin America with New Routes
AIR CANADA: Gets Financing Confirmation for Bombardier Orders

ALTAMONT PARTNERS: Case Summary & Largest Unsecured Creditor
AMERICUS LLC: Involuntary Case Summary
ARMOR HLDGS: S&P Gives BB & B+ Preliminary Ratings to $500M Shelf
ASSET SECURITIZATION: Fitch Takes Rating Actions on 1997-D4 Notes
BANNER FIBREBOARD: Case Summary & 20 Largest Unsecured Creditors

BLACKROCK ADVANTAGE: Board Adopts Complete Liquidation Plan
BLADE RUNNER INC: Case Summary & 20 Largest Unsecured Creditors
BOB'S STORES: Clear Thinking's Joseph Myers to Oversee Liquidation
BOOTS & COOTS: Publishes Record Results for 2003
BRILLIANT DIGITAL: Kevin Bermeister Discloses 32.5% Equity Stake

BUDGET GROUP: Will Create & Fund an Administrative Claims Reserve
CARAVELLE INVESTMENT: Fitch Takes Action on Five Note Classes
CHECKERED FLAG: Case Summary & 20 Largest Unsecured Creditors
CHESAPEAKE ENERGY: Prices $255MM Conv. Preferred Stock Offering
CKE RESTAURANTS: State Street Reports 5.06% Common Stock Ownership

CLASSICA GROUP: Files Voluntary Chapter 7 Petition in New Jersey
CLASSICA GROUP: Voluntary Chapter 7 Case Summary
COAST DENTAL: Intends to Deregister Common Stock with SEC
DIALPAD COMMS: Reaches Profitability in Fourth Quarter 2003
DII INDUSTRIES: ACE Companies Wants to Proceed with NY Action

DOMAN IND.: Continuing Talks with Noteholders to Develop a Plan
DURANGO GEORGIA: Court Fixes Confirmation Hearing Date for April 7
DYNEGY INC: President & CEO Bruce Williamson Takes Chairman's Post
ECF INC: Case Summary & 20 Largest Unsecured Creditors
EL PASO: Raises $352MM Cash from Oil & Gas Canada Sale to BG Group

EL PASO CORP: BG Group Completes Acquisition of Canadian Unit
EL PASO: Obtains Waivers Relating to Revolving Credit Facility
EL POLLO LOCO: S&P Rates Senior Unsecured Discount Notes at CCC+
EMARCADERO AIRCRAFT: S&P Lowers Rating on Class A Notes to BB
ENERGY PLUS: Files Notice of Intention Under BIA in Canada

ENRON: San Juan Gas Gets Nod to Assume & Assign Software Licenses
THE GAP INC: Fitch Ups Senior Unsecured Debt Rating to BB+
GLOBAL FRANCHISE: Fitch Affirms Junk Rating on Class C Notes
HALSEY ENERGY: Selling Congers, NY Assets as Part of Restructuring
HAVENS STEEL: Asks Court Nod to Hire McDowell Rice as Counsel

IGAMES ENTERTAINMENT: Files Legal Action Against Equitex & Chex
JETBLUE AIRWAYS: S&P Assigns BB+ Rating to 2004-1 Class C Notes
LOEWEN GROUP: Asks for Final Decree Closing 13 More Cases
LNR PROPERTY: Reports Earnings Per Share of $0.94 for 1st Quarter
MAGELLAN HEALTH: Inks Stipulation Resolving Humana Military Claim

METROPOLITAN MORTGAGE: Files Petition for Litigation 'Freeze'
MICROCELL: Files Final Prospectus for Equity Rights Offering
MIKOHN GAMING: Posts $34.2 Million Net Loss at December 31, 2003
MIRANT CORP: Brings-In Ernst & Young as Consultants
MIRANT CORP: US Trustee Amends Equity Security Holders' Committee

OREGON ARENA: Employs Foster Pepper as Bankruptcy Attorneys
ORLANDO HYATT HOTEL: Asset Sale Auction is Today
PACIFIC GAS: Court Okays Deutsche Bank as Escrow & Paying Agent
PACIFIC GAS: Chairman Says Co. Ready to Exit Bankruptcy Next Month
PARMALAT GROUP: US Debtors Wants to Continue Rebate Program

PEABODY ENERGY: Elects William Coley & Henry Givens, Jr. to Board
PENTHOUSE: Completes $4 Million Private Placement with Mercator
PILLOWTEX: Signs Deal Recharacterizing 3 Key-Assigned Lease Pacts
REAL ESTATE SYNTHETIC: S&P Rates Series 2004-A Notes
RELIANCE: Court Issues Conditions for LaManna Settlement Approval

RESIDENTIAL ACCREDIT: Fitch Takes Actions on 35 Securitizations
ROHN IND.: Reorganized Company Now Trading as Frankfort Tower
ROSEWOOD CENTER: Voluntary Chapter 11 Case Summary
SIGNS NOW OF OREGON: Case Summary & Largest Unsecured Creditors
SOLUTIA INC: Proposes to Set Up Non-Core Asset Sale Procedures

SP POULSBO PLACE: Voluntary Chapter Case Summary
STOLT OFFSHORE: Trading Restrictions on New Shares Lifted
STRUCTURED ASSET: Fitch Affirms BB+ Rating on Class I Notes
TOWER AUTOMOTIVE: Morgan Stanley Reports 7.59% Equity Stake
UNITED AIRLINES: Committee Turns to Sperling & Slater for Advice

UNITY WIRELESS: Appoints M. Bentob & D. Pretty to Exec. Positions
US AIRWAYS: Settles Maryland Environmental Claims
VANGUARDE MEDIA: Court Fixes Bid Deadline for March 30, 2004
WEIRTON: Obtains Nod to Auction Off Non-Operating Real Properties
WELLINGTON LEISURE: Keen Realty to Auction 3 Industrial Facilities

WELLSFORD REAL: Retains Lazard Freres as Financial Advisor
WORLDCOM INC: S.D.N.Y. Court Disallows 92 Tax Claims

* Cendrowski Launches New Company Focusing on Fraud
* Mitchell Cohen Inducted into the American College of Bankruptcy
* Powell Goldstein Names Twelve New Attorneys
* Cheryl Boyer to Lead PwC's NY Hospitality & Leisure Practice

* BOOK REVIEW: Competitive Strategy for Health Care
               Organizations: Techniques for Strategic Action

                           *********

ACADEMY TENT: Signature Special Event Acquires Tent Rental Assets
-----------------------------------------------------------------
Signature Special Event Services, North America's leading full-
service event rental company, announced the acquisition of all
tent rental assets of Academy Tent & Canvas. The acquisition
protects availability of this large inventory for the event
industry, substantially increases Signature Special Event
Service's temporary structure rental inventory and strengthens
their industry leadership position.

The $2.1 million acquisition has been approved by a California
bankruptcy judge. Academy Tent & Canvas closed its doors in
February.

"We worked quickly to acquire Academy's inventory to assure that
it would be available to meet upcoming event industry
requirements," said Tom Brown, president of Signature Special
Event Services. "Our two companies had shared responsibilities
with many of the same clients. Acquisition of this innovatively
engineered, high-quality tent inventory allows us to offer
continuing services to those clients and accelerate our own growth
plans."

Signature Special Event Services plans to keep the newly acquired
tent rental inventory strategically positioned nationwide. "We're
analyzing event forecasts now to ensure that these assets are
close to where they need to be. We want previous Academy clients
to be assured we are looking out for their needs," Brown added.

         About Signature Special Event Services

Signature Special Event Services is a technology leader and North
America's leading full-service event rental company serving the
corporate, sporting and social event industries. The company
delivers full service and support for their wide range of event
rental equipment including temporary and mobile structures,
flooring, lighting, climate control, power generation and
distribution, kitchen facilities and cooking and catering
equipment. Based in Frederick, Maryland, with offices throughout
the US, Signature Special Event Services is a trusted provider for
such prestigious clients as The Super Bowl, Olympics, PGA
Championships and US Military. Learn more at

            http://www.EventServices.com/


ADELPHIA COMMS: Court Approves Joint Settlements with TelCove
-------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) and TelCove
announced that the United States Bankruptcy Court for the Southern
District of New York has approved a Master Reciprocal Settlement
Agreement and a Global Settlement between the companies. These
settlements, which are the result of multi-month consensual
negotiations, together resolve substantially all of the issues and
claims between the companies.

TelCove, with its Plan of Reorganization previously confirmed by
the Bankruptcy Court in December 2003, anticipates exiting
bankruptcy upon closing of the Global Settlement transaction,
which is expected shortly, subject to certain closing conditions.

    Key components of the settlements include:

     -- Mutual release of substantially all claims between the
        companies.

     -- Cash payment by Adelphia to TelCove of $60 million.  
        Payment of the $60 million requires modification of
        Adelphia's cash management protocol and that modification
        must be approved by the Bankruptcy Court.  The Court is
        scheduled to hear the motion on April 2nd.

     -- Five-year services commitment by Adelphia to TelCove.

     -- Transfer of certain CLEC assets held by Adelphia to
        TelCove, including local operations in Richmond, VA,
        Charlottesville, VA, and Buffalo, NY (subject to various
        regulatory approvals).

     -- Validation and memorialization of the ownership and future
        use of certain shared network assets.

"This is a gratifying day," said Bob Guth, President and CEO of
TelCove. "In addition to the increased clarity and certainty that
we and Adelphia realize from this settlement, TelCove is
particularly excited about the prospect of reestablishing a strong
service provider relationship with Adelphia moving forward."

Specific to the transfer of the CLEC market assets, Guth said,
"This will be a seamless transition for customers in these
markets. In coordination with Adelphia, we will provide clear
updates throughout the regulatory approval process and subsequent
branding conversion. We will ensure that there are no
disruptions."

"I am pleased that we have reached the Settlements with TelCove,"
said Joe Bagan, Adelphia SVP and Chief Administrative Officer.
"The Settlements allow Adelphia to focus on our core business
strategies going forward."

Closing of the transfer of the CLEC markets and certain other
aspects of the settlements will occur following receipt of
regulatory and other consents.

                  About Adelphia

Adelphia Communications Corporation is the fifth largest cable
television company in the country. It serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over Adelphia's broadband networks.

                  About TelCove

Founded in 1991, TelCove is one of the longest standing
competitive communications providers in the nation offering
integrated Internet, Data, and Voice services to enterprise
customers via its advanced, secure fiber optic network. For more
information on TelCove, visit http://www.telcove.com/


ADVANCED LIGHTING: Unable to Timely File Latest Report with SEC
---------------------------------------------------------------
Advanced Lighting Technologies, Inc. was to be late in filing its
latest financial information with the SEC as the Company has only
recently emerged from proceedings under Chapter 11 of title 11 of
the United States Code and is in the process of completing its
"fresh start" reporting in accordance with the American Institute
of Certified Public Accountants' Statement of Position 90-7,
"Financial Reporting by Entities in Reorganization under the
Bankruptcy Code."  Because of the additional work required in
order to finalize the implementation of fresh start reporting, the
Company was unable to complete and timely file its Quarterly
Report on Form 10-Q for the period ended December 31, 2003,
without unreasonable effort and expense.

The Company did not believe it would be able to complete the Form
10-Q on or prior to February 23, 2004.


AIR CANADA: Continues Expansion to Latin America with New Routes
----------------------------------------------------------------
Air Canada will continue to expand its services to Latin America
with the introduction of non-stop flights from Toronto to Caracas,
Venezuela; Bogota, Colombia, and Lima, Peru. Air Canada thus
becomes the only airline offering scheduled, non-stop service
between Canada and these three South American countries. The
introduction of these new routes comes less than four months after
Air Canada inaugurated new services to Chile, Argentina, Costa
Rica and Cuba.

In addition, effective July 1, 2004, Air Canada will boost its
non-stop flights between Toronto and Havana, Cuba to daily service
operated with Airbus A319 aircraft. In the meantime, the carrier
has introduced a larger Airbus A320 aircraft on the route in
response to customer demand for the popular new service launched
only last December.

"The addition of Venezuela, Colombia and Peru to Air Canada's
growing South American network will bring added convenience and
access for travelers and freight forwarders across our worldwide
network," said Bill Bredt, Vice President, Network and Revenue
Management. "We are seeing an increase in travel demand to and
from South America as a result of a strengthening economy as well
as the convenience of Air Canada's services for travellers
impacted by U.S. government visa requirements when transiting via
the United States. Our recently launched services to Chile,
Argentina and Costa Rica, in addition to our daily flights to
Brazil, are performing very well, leading us to pursue further
strategic growth opportunities in Latin American markets. We also
recognize and thank Transport Minister Valeri's ongoing support in
bringing these new services online for the benefit of consumers."

Air Canada service to Caracas will begin June 15, 2004 with
flights departing Toronto on Tuesday, Thursday and Saturday, and
departing Caracas on Wednesday, Friday and Sunday. Service to
Bogota will begin June 16, 2004 with flights departing Toronto on
Wednesday, Friday and Sunday, and departing Bogota Thursday,
Saturday and Monday. The new Caracas and Bogota services will be
operated using 120-seat Airbus A319 aircraft offering the
carrier's recently re-designed North American Executive Class
service. With southbound flight times of 5.5 and 6.5 hours,
respectively, travellers will save as much as two hours and 45
minutes off alternate routings requiring stopovers.

Air Canada's new service to Lima will begin November 2, 2004 with
flights departing Toronto on Tuesday, Thursday and Saturday, and
departing Lima on Wednesday, Friday and Sunday. Flights to Lima
will be operated using 212-seat Boeing 767-300 aircraft featuring
Air Canada's acclaimed international premium service, Executive
First. With a flight time of eight hours, travellers will save as
much as two hours and 40 minutes off alternate routings.

All flights have been timed to offer customers convenient
connections at Toronto's Pearson International Airport to and from
destinations served by Air Canada throughout its network in
Canada, the United States, Europe and Asia. Seats will be
available for sale subject to government approval.

In addition to Caracas, Bogota and Lima, Air Canada serves 31
other destinations in the Caribbean and Latin America including:
Antigua, Aruba, Barbados, Grenada, Grand Cayman, Guadeloupe,
Haiti, Kingston, Montego Bay, Nassau, Puerto Plata, San Juan, St-
Lucia, Trinidad, Turks & Caicos, Havana, Cayo Coco, Cayo Largo,
Holguin, La Romana, Punta Cana, Varadero, Cancun, Cozumel, Ixtapa,
Mexico City, Puerto Vallarta, San Jose, Sao Paulo, Santiago and
Buenos Aires.

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: Gets Financing Confirmation for Bombardier Orders
-------------------------------------------------------------
Air Canada received confirmation from Bombardier that the aircraft
manufacturer has secured financing on satisfactory commercial
terms to Air Canada for the carrier's entire firm order of
Bombardier aircraft.

As announced by the company on December 19, 2003, the purchase
agreement is subject to a number of conditions including financing
on satisfactory commercial terms, final documentation and
requisite approvals.

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.


ALTAMONT PARTNERS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Altamont Partners-Coastal LLC
        2101 - 4th Avenue #2200
        Seattle, Washington 98121

Bankruptcy Case No.: 04-13290

Chapter 11 Petition Date: March 11, 2004

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Jerry N. Stehlik, Esq.
                  Bucknell Stehlik Sato & Stubner, LLP
                  2003 Western Avenue, Suite 400
                  Seattle, WA 98101-3000
                  Tel: 206-587-0144
                  Fax: 206-587-0277

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $0 to $50,000

Debtor's 1 Largest Unsecured Creditor:

Entity                                 Claim Amount
------                                 ------------
Monahan & Biagi PLLC                        $20,000


AMERICUS LLC: Involuntary Case Summary
--------------------------------------
Alleged Debtor: Americus, LLC
                P.O. Box 668
                Norge, Virginia 23127

Involuntary Petition Date: March 3, 2004

Case Number: 04-50631

Chapter: 11

Court: Eastern District of Virginia (Newport News)

Judge: David H. Adams

Petitioners' Counsels: Harry W. Jernigan, III, Esq.
                       Shreen N. Mahmoud, Esq.
                       Harry Jernigan, P.C.
                       258 North Witchduck Road, Suite C
                       Virginia Beach, VA 23462
                       Tel: 757-490-2200
         
Petitioners: Vivian Foley
             3102 Cider House Road
             Toano, VA 23168

             Thomas F. McGrath, III
             565 Lego Drive
             Charlottesville, VA 22911

             Joseph A. Gebhard
             27 Polly Drive
             Huntington, NY 11973

             Zack Abuasba
             Zstaff Software
             809 Montreat Road
             Black Mountain, NC 28711
                                  
Amount of Claims: $55,267


ARMOR HLDGS: S&P Gives BB & B+ Preliminary Ratings to $500M Shelf
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
rating to unsecured debt securities and preliminary 'B+' rating to
subordinated debt securities listed in Armor Holdings Inc.'s
recently filed $500 million SEC Rule 415 shelf registration. At
the same time, Standard & Poor's affirmed its other ratings,
including the 'BB' corporate credit rating, on the security
products supplier. The outlook is stable.

"The ratings on Armor reflect the company's modest size and active
acquisition program, offset somewhat by leading positions in niche
markets and moderate leverage," said Standard & Poor's credit
analyst Christopher DeNicolo.

Jacksonville, Fla.-based Armor is a leading provider of law
enforcement equipment, including body armor, holsters, riot gear,
and batons, through its products division (around 55% of revenue
in 2003) and military and commercial vehicle armoring through its
Armor Mobile Security unit(43%). In early December 2003, Armor
acquired Simula Inc., a provider of crew seats for military
helicopters and transports, body armor, and vehicle armoring,
which contributed $8.5 million in revenues (2%) in the remainder
of 2003. Armor has grown rapidly since 1996 through over 20
acquisitions and modest organic growth.

The company's various law enforcement products have leadership
positions in their markets and strong brand identities. Products
are sold through 500 distributors worldwide and Armor provides
comprehensive product training support. Domestic sales have
recently been flat due to the fiscal problems at many states and
local municipalities, but international sales are growing. Armor,
through its Simula and Protech units, has over 40% of the market
for small arm protective insert (SAPI) plates, which are used
in body armor by the U.S. military.

Armor is also the leading provider of aftermarket vehicle
armoring. The company's military business in this segment is
largely from the Up-Armored HMMWV contract with the U.S. Army.
Deliveries under this contract increased to 873 in 2003 from 623
in 2002, due to strong demand as a result of the security
situation in Iraq. Production in 2004 is forecast to be around
2,300 units and production rates are expected to reach 220
per month by May 2004. Sales of commercial armored vehicles are
likely to benefit from increased threats of terrorism throughout
the world.

Armor's modest leverage and demand for its military products,
especially the Up-Armored HMMWV and SAPI plates, are expected to
offset the risks of an active acquisition program, resulting in an
overall credit profile consistent with current ratings.


ASSET SECURITIZATION: Fitch Takes Rating Actions on 1997-D4 Notes
-----------------------------------------------------------------
Asset Securitization Corporation's commercial mortgage pass-
through certificates, series 1997-D4, are upgraded by Fitch
Ratings as follows:

        --$49.1 million class A-3 to 'AAA' from 'AA';
        --$21 million class A-4 to 'AA+' from 'A+';
        --$42.1 million class A-5 to 'AA' from 'A';
        --$28.1 million class A-6 to 'A+' from 'BBB+';
        --$21 million class A-7 to 'A' from 'BBB';
        --$21 million class A-8 to 'BBB+' from 'BBB-';
        --$35.1 million class B-1 to 'BBB-' from 'BB+'.

The following classes are affirmed by Fitch:

        --$660.3 million class A1-D 'AAA';
        --$84.2 million class A1-E 'AAA';
        --Interest-only class PS-1 'AAA';
        --$28.1 million class A-2 'AAA';
        --$35.1 million class B-2 at 'BB';
        --$14 million class B-3 at 'BB-'.

Fitch does not rate the $21 million class B-4, the $14 million
class B-5, the $14 million B-6, the $12 million class B-7, or the
$573 class B-7H certificates.

The upgrades are due to an increase in credit enhancement since
issuance, and levels which are in line with the subordination
levels of deals issued today having similar characteristics. As of
the March 2004 distribution date, the pool's certificate balance
has been reduced by 21% to $1.1 billion from $1.40 billion at
issuance. Eight loans (11%) have been fully or partially defeased,
including the largest loan in the pool (6%).

Currently, six loans (12%) are in special servicing, including
four delinquent loans (5%). The largest is the Saracen loan (6%),
the second-largest loan in the pool. The loan is secured by six
office properties in Massachusetts, with an average occupancy of
40%. The loan is current; however, the borrower indicated that it
would not continue funding shortfalls at the property. An
appraisal report has been ordered and the special servicer is
evaluating workout options.

The second-largest specially serviced loan is the Prime Retail II
portfolio (2.2%), which is secured by three retail outlet malls
located in Arizona, Oregon and Idaho. Net cash flows have been
affected by the occupancy decline at two of the properties. The
loan became real estate owned (REO) in February 2004.

The third-largest specially serviced loan (1.8%) is secured by a
retail property in West Mifflin, PA. Occupancy declined after
Builder's Square and Pharmor vacated. A new tenant is scheduled to
move in shortly, and is expected to increase occupancy to 91%. The
special servicer is evaluating options and a new appraisal has
been ordered.


BANNER FIBREBOARD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Banner Fibreboard Company
        22nd and Commerce Streets
        Wellsburg, West Virginia 26070

Bankruptcy Case No.: 04-00851

Type of Business: The Debtor is a leading manufacturer of
                  specialty paperboard products.
                  See http://www.bannerfibreboard.com/

Chapter 11 Petition Date: March 9, 2004

Court: Northern District of West Virginia (Wheeling)

Judge: Edward Friend II

Debtor's Counsel: John H. Kamlowsky, Esq.
                  Frankovitch, Anetakis, Colantonio & Simon
                  Fed One Bank Building, Suite 504
                  21 12th Street
                  Wheeling, WV 26003
                  Tel: 304-233-1212

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
National Colloid                            $80,572

Ace Paper Recycling                         $50,566

Royal Paper Stock                           $44,019

Marathon Ashland                            $43,435

Orr Feit Company                            $32,073

Wellsburg Sanitary Board                    $29,898

Continental Paper Grading                   $28,932

DLC Transport                               $21,528

Allan Co.                                   $20,496

Ohio Drilling Co.                           $20,410

Blackman Uhler, LLC                         $20,406

Wagers, Inc.                                $18,803

Hercules, Inc.                              $18,244

Michelman, Inc.                             $13,561

Coulmbian Chemicals                         $10,333

Northstar Brokerage, LLC                     $7,194

Johnson Boiler Works, Inc.                   $5,407

Bell, Charles D., Esq.                       $5,000

BASF Corp.                                   $4,645

Solution Dispersions                         $4,350


BLACKROCK ADVANTAGE: Board Adopts Complete Liquidation Plan
-----------------------------------------------------------
The Board of Directors of The BlackRock Advantage Term Trust, Inc.
(NYSE:BAT) has adopted a Plan of Complete Liquidation in
preparation for the Trust's termination on or about December 31,
2005. Shareholders will continue to receive regular monthly
distributions, which will be reported as cash liquidating
distributions pursuant to the Plan.

                  About BlackRock

BlackRock is one of the largest publicly traded investment
management firms in the United States with $309.4 billion of
assets under management as of December 31, 2003. BlackRock manages
assets on behalf of institutional and individual investors
worldwide through a variety of equity, fixed income, liquidity and
alternative investment products. In addition, BlackRock provides
risk management and investment system services to a growing number
of institutional investors under the BlackRock Solutionsr name.
Clients are served from the Company's headquarters in New York
City, as well as offices in Boston, Edinburgh, Hong Kong, San
Francisco, Tokyo and Wilmington. BlackRock is majority-owned by
The PNC Financial Services Group, Inc. (NYSE:PNC) and by BlackRock
employees.


BLADE RUNNER INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Blade Runner Inc.
        dba Drain Doctor
        P.O. Box 27455
        Seattle, Washington 98165

Bankruptcy Case No.: 04-13338

Type of Business: Cleans and repairs drains and side sewers.

Chapter 11 Petition Date: March 12, 2004

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Charles A. Johnson, Jr., Esq.
                  5413 Meridian Avenue N #A
                  Seattle, WA 98103-6138
                  Tel: 206-632-8980

Total Assets: $58,185

Total Debts:  $1,127,907

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
W. Earlene Jones              Monies loaned             $760,392
Estate of Norman L. Jones
c/o Doug Ownes
911 6th Street
Anacortes, WA 98221

Qwest Dex                     Advertising               $138,550

Verizon Directories           Advertising                $56,300

Department of Revenue - Sea   Sales Taxes                $29,683

IRS - Ogden                   Misc. Receivables          $29,530
                              Location: 20833 67th
                              Ave. West #202,
                              Lynnwood WA

IRS - Ogden                   Business Checking          $29,530
                              #354055xxxx (WA00120)
                              Location: 20833 67th
                              Ave. West #202,
                              Lynnwood WA

IRS - Ogden                   Business Checking          $29,530
                              #020-4851xxxx
                              Location: 20833 67th
                              Ave. West #202,
                              Lynnwood WA

IRS - Ogden                   Business Checking          $29,530
                              #354054xxxx (WA00120)
                              Location: 20833 67th
                              Ave. West #202,
                              Lynnwood WA

IRS - Ogden                   Paros Trailer              $29,530
                              Location: 20833 67th
                              Ave. West #202,
                              Lynnwood WA

IRS - Ogden                   4 desks, 3 computers,      $29,530
                              misc. supplies
                              Location: 20833 67th
                              Ave. West #202,
                              Lynnwood WA

IRS - Ogden                   Sewer machines,            $29,530
                              Misc., tools
                              Location: 20833 67th
                              Ave. West #202,
                              Lynnwood WA

United Rentals NW Inc.        Equipment rentals          $12,000
                              for use in business

IRS - Ogden                   Payroll taxes for 3rd      $10,267
                              Q 2003

Department of L & I           State industrial            $7,392
                              Insurance premiums

Northwest Fleet Lease, Inc.   Equipment lease             $6,877

Pro Source Bldg. Products     Claim for materials         $6,000
                              and equipment
                              supplied and on
                              Travelers Bond No.
                              104062037

Travelers Casualty & Surety   Bond Claim                  $6,000

Consolidated Supply Co.       Supplies                    $5,172

Highland Service, Inc.        Goods provided:             $4,900
                              gasoline on open
                              account

State of Washington - ES      State Unemployment          $3,900
                              taxes


BOB'S STORES: Clear Thinking's Joseph Myers to Oversee Liquidation
------------------------------------------------------------------
Joseph Myers, principal and managing director of Clear Thinking
Group, has been retained by BSI Holding Co. (formerly known as
Bob's Stores) to serve as its Liquidation Consultant. In this
capacity, he will facilitate the administration and resolution of
BSI's Chapter 11 bankruptcy cases.

Under terms of the appointment, which was based on an application
to the U.S. Bankruptcy Court, Mr. Myers will oversee the wind-down
of the debtor's bankruptcy estates and coordinate claims
reconciliation. The veteran credit management executive leads the
Creditors Rights Practice of Clear Thinking Group, headquartered
here. Mr. Myers will fulfill his responsibilities in accordance
with directives set by the debtor's board of directors, but will
report regularly to the Unsecured Creditors Committee concerning
the progress of the liquidation. A plan of reorganization and
final documents are expected to be filed within the next few
weeks.

Meriden, Conn.-based Bob's Stores filed for Chapter 11 bankruptcy
protection in Delaware on October 22, 2003. At that time, the
casual clothing and footwear chain operated 34 stores in six
states throughout the Northeast. The majority of the merchant's
assets were subsequently acquired by The TJX Companies,
Framingham, Mass., for about $100 million less various
adjustments. The transaction included most of Bob's store leases
and operating contracts.

               About Clear Thinking Group

Clear Thinking Group, Inc., a subsidiary of Liquidation World
(TSX: LQW), Calgary, Alberta, provides a wide range of corporate
turnaround, workout, and strategic consulting services to retail
companies, consumer product manufacturers/distributors and
industrial companies. The national advisory organization
specializes in assisting small- to mid-sized companies during
times of strategic change, opportunity, growth, acquisition, and
crisis. Visit http://www.clearthinkinggrp.com/for more  
information.


BOOTS & COOTS: Publishes Record Results for 2003
------------------------------------------------
Boots & Coots International Well Control, Inc. (Amex: WEL), a
global prevention, emergency response and restoration company for
the oil and gas industry, reported that revenues for fiscal 2003
were up 155 percent to $35.9 million, compared to revenues of
$14.1 million for 2002.  For the fourth quarter, revenues
increased by 237 percent to $8.9 million, compared with revenues
of $2.6 million for the same period of 2002.
    
The company's income from continuing operations was $6.6 million
for 2003 compared to a loss of $2.5 million for 2002.  Net income
was $7.1 million compared to a net loss of $9.2 million in the
prior year.  Included in 2003 net income is a non-cash, non-
recurring charge of $1.4 million related to the settlement of
certain liabilities.  Included in 2002 net income is a non-cash
non-recurring credit of $1.1 million related to a favorable
bankruptcy settlement related to its former subsidiary
International Tool and Supply Company.  Net income attributable to
common shareholders for 2003 was $5.9 million, or $0.26 per
diluted share, compared to a net loss in 2002 of $12.3 million, or
a $1.14 loss per fully diluted share.  For the fourth quarter, net
income from continuing operations was $1.0 million compared to a
net loss of $1.6 million for the fourth quarter of 2002.  Net
income attributable to common shareholders was $1.0 million, or
$0.04 per fully diluted share in the fourth quarter of 2003,
compared to a net loss in the prior period of $2.3 million, or a
$0.21 loss per fully diluted share.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) increased by $11.6 million to $11.2 million in 2003.  For
the fourth quarter, EBITDA was $1.9 million compared to a deficit
of $0.5 million in the fourth quarter of 2002.
    
"Revenues were strong in both of the company's business segments,"
stated Jerry Winchester, President and Chief Executive Officer.  
"Response revenues were, of course, principally driven by our work
in Iraq.  Our prevention segment was a very strong performer for
the year due to the continuing success of our SafeGuard and
WELLSURE(R) programs.  We believe that with the successful
implementation of the 2004 business plan our prevention revenues
will be sufficient to sustain our current operations."  Earlier
this month, the company announced that, pending the transition to
the new contract for the Restore Iraqi Oil (RIO) program, the
company has temporarily demobilized its personnel in the region.  
Currently, it is unclear when the company will re-mobilize its
personnel, although the company remains positioned to continue
its previous work and respond immediately whenever an emergency
arises in Iraq.
    
"Last year was a year of great progress," stated Kirk Krist,
Chairman of the Board.  "We paid down or converted to common
equity most of our senior debt and preferred stock, we
restructured our remaining senior and subordinated debt into long-
term debt and we strengthened the leadership of our board.  We are
now able to direct our energies into the growth of the business."

Operational highlights include:

     --  Prevention revenues were $3.6 million and $16.1 million
         for the fourth quarter and year, respectively.  In 2003,
         the company secured two major SafeGuard contracts worth
         approximately $3 million over the next two years.  In
         2003, the company introduced WELLSURE(R) into Canada and
         secured 17 new contracts.  Since the beginning of 2004,
         Boots & Coots has secured one new SafeGuard contract
         located in India.

     --  Response revenues were $5.4 million and $19.8 million for
         the fourth quarter and year, respectively.

     --  Revenues earned from Iraq related work were $5.0 million
         for the fourth quarter and $22.6 million for the year,
         which includes a first quarter equipment sale of $6.6
         million.

     --  At December 31, 2003 the company reported working capital
         of $9.5 million and long-term debt of $12.4 million.

     --  Shareholders' equity improved $14.4 million during the
         year to $0.4 million from a deficit of $14.0 million at
         December 31, 2002.

At December 31, 2003, Boots & Coots International's balance sheet
shows a recovery of stockholders' equity at $380,000. At December
31, 2002, the Company reported a total shareholders' equity
deficit of $13,988,000.

                      About Boots & Coots

Boots & Coots International Well Control, Inc., Houston, Texas,
provides a suite of integrated oilfield services centered on the
prevention, emergency response and restoration of blowouts and
well fires around the world.  Boots & Coots' proprietary risk
management program, WELLSURE(R), combines traditional well control
insurance with post-event response as well as preventative
services, giving oil and gas operators and insurance underwriters
a medium for effective management of well control insurance
policies.  The company's SafeGuard program, developed for regional
producers and operators sponsored by Boots & Coots, provides
dedicated emergency response services, risk assessment and
contingency planning, and continuous training and education in all
aspects of critical well management.  For more information, visit
the company's web site at http://www.bncg.com/


BRILLIANT DIGITAL: Kevin Bermeister Discloses 32.5% Equity Stake
----------------------------------------------------------------
Kevin Bermeister beneficially owns 19,460,189 shares of the common
stock of Brilliant Digital Entertainment, Inc., representing
(based on 41,351,571 shares issued and outstanding as of November
3, 2003), 32.5% of the outstanding common stock shares of the
Company.  Mr. Burmeister holds sole voting and dispositive powers
over 3,802,850 such shares, and shared voting and dispositive
powers over 15,657,339 shares.
                 
Mark Dyne has the right to receive, or the power to direct, the
receipt of dividends from, or the proceeds from the sale of,
7,491,169.5 of the shares beneficially owned by the Kevin
Bermeister..

A third party individual has the right to receive, or the power to
direct the receipt of,  dividends from, or the proceeds from the
sale of, 675,000 of the shares beneficially owned by Mr.
Bermeister.

Brilliant Digital Entertainment, Inc. (AMEX:BDE) is the parent
company of Altnet Inc. and a developer of 3D rich media
advertising and content creation technologies for the Internet.
The b3d rich media format is used to produce entertainment,
advertising and music content for consumers distributed over the
Internet. Find out more about the Company at
http://www.brilliantdigital.com/  

                         *   *   *

As reported in the Jan. 6, 2004, issue of the Troubled Company
Reporter, Brilliant Digital Entertainment, Inc. (AMEX:BDE)
obtained the agreement from holders of its secured convertible
promissory notes to extend the maturity date of the notes from
December 31, 2003 to March 1, 2004.

At December 31, 2003, and after giving effect to the costs
incurred in obtaining the extension, the company was indebted to
the note holders in the approximate amount of $3.3 million. The
notes are secured by all of the company's assets and the assets of
its subsidiaries, B3D, Inc. and Brilliant Studios, Inc., and
guaranteed by B3D, Inc. and Brilliant Studios, Inc.
About Brilliant Digital Entertainment Inc.


BUDGET GROUP: Will Create & Fund an Administrative Claims Reserve
-----------------------------------------------------------------
Before the Effective Date, Reorganized Budget Group Inc. through
the Plan Administrator, with the prior approval of the Plan
Committee, will create and fund an Administrative Claims Reserve
with an amount of the U.S. Debtor Group Estates' Cash equal to:

   (1) the aggregate Disputes Claim Amount of all Disputed
       Administrative Claims, Disputes Priority Tax Claims,
       disputed Priority Non-Tax Claims and Disputed
       Miscellaneous Secured Claims against the U.S. Debtor
       Group; plus

   (2) an amount equal to an estimate made by the Plan
       Administrator -- with the prior approval of the Plan
       Committee -- of the Administrative Claims not yet asserted
       against the U.S. Debtor Group's Estates.

On the Effective Date, Reorganized BGI through the Plan
Administrator, with the prior approval of the Plan Committee,
will:

   -- create the U.S. Debtor Group Unsecured Claim Account in
      which it will deposit the Initial U.S. Debtor Group
      Unsecured Claim Available Amount;

   -- create and fund the Operating Reserve in accordance with
      the terms of the Plan and the Plan Administration
      Agreement;

   -- create the Unclaimed Distribution Reserve into which it
      will deposit from time to time the Unclaimed Distributions;
      and

   -- create the Miscellaneous Cash Account into which it will
      deposit from time to time the U.S. Debtor Group
      Miscellaneous Cash.

Consistent with the terms of the Allocation Settlement Agreement,
before the Effective Date, Reorganized BRACII will create and
fund an Administrative Claims Reserve with an amount of BRACII
Cash equal to $3,050,000.  Reorganized BRACII, pursuant to
Section 1930 of the Judiciary Procedures Code, will use funds in
the BRACII Administrative Claims Reserve solely as set forth in
the Allocation Settlement Agreement and for payment of any fees
payable.

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
(Budget Group Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


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

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

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

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

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

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

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

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

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

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

While Trimaran has been successful at opportunistically
liquidating positions to pay down the revolving credit facility
and the class A notes, the limited liquidity of the remaining
portfolio assets may create additional challenges in monetizing
the portfolio. Based on the illiquid nature of the majority of the
remaining portfolio investments supporting the class B, C and D
notes, Fitch has downgraded the rated liabilities of Caravelle
Investment Fund, L.L.C.


CHECKERED FLAG: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Checkered Flag Equipment Sales and Transport, Inc.
        t/a Checkered Flag Transport
        P.O. Box 436
        Thornburg, Virginia 22565

Bankruptcy Case No.: 04-32343

Type of Business: The Debtor offers local and long-distance
                  transport. See
                  http://www.checkeredflagequip.com/

Chapter 11 Petition Date: March 10, 2004

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsels: David K. Spiro, Esq.
                   Neil E. McCullagh, Esq.
                   Cantor Arkema, P.C.
                   P.O. Box 561
                   Richmond, VA 23218-0561
                   Tel: 804-644-1400
                   Fax: 804-225-8706

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Terex Construction Americas   Lawsuit                 $5,582,560
12229 Collections Center Dr.
Chicago, IL 60693

BB&T                          Lawsuit                 $1,400,000
P.O. Box 31273
Charlotte, NC 28231

Wachovia                      Trade debt                $898,766
P.O. Box 740502
Atlanta, GA 30374

McCLure Equipment Sales       Lawsuit                   $600,000
c/o Gary A. Kalaugh, Esq.
kalbaugh Pfund & Messersmith
901 Moorefield Park Dr.,
Ste 200
Richmond, VA 23236

Scozak Construction           Lawsuit                   $600,000
Equipment Corp.
c/o William R. Baldwin, III,
Esq.
Cherry, Seymour & Hundley PC
707 East Main St., Ste 475
Richmond, VA 23219

De Lage Landen                Trade debt                $538,619
P.O. Box 41601
Philadelphia, PA 19101

First Market Bank             Trade debt                $412,431
P.O. Box 3637
Durham, NC 27702

John Deere Credit             Trade debt                $380,492
P.O. Box 4450
Carol Stream, IL 60197

Ammonn America                Trade debt                $380,000
13515 Branch View Lane
Dallas, TX 75234

Udelson Brothers              Lawsuit                   $355,146
24700 Chagrin Blvd, Ste 200
Beachwood, OH 44122

Thomas Equipment              Trade debt                $280,000
P.O. Box 336
Mars Hill, ME 04758

Southern Financial            Trade debt                $110,680

Trader Publications           Trade debt                  $9,170

W. Drescher & Associates      Legal fees                  $7,920

Lamar Companies               Trade debt                  $6,937

Lee Publications              Trade debt                  $6,892

Construction Equipment Guide  Trade debt                  $6,035

Keen Transport                Trade debt                  $4,658

Machinery Trader              Trade debt                  $3,696

Aimes, John                   Legal fees                  $3,276


CHESAPEAKE ENERGY: Prices $255MM Conv. Preferred Stock Offering
---------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has priced a private
offering of $255 million of a series of 4.125% cumulative
convertible preferred stock at its liquidation preference of
$1,000 per share. Chesapeake expects the issuance and delivery of
the shares to occur on March 30, 2004. Chesapeake has also granted
the initial purchasers a 30-day option to purchase up to $38.25
million in additional shares of the preferred stock.

Each share of preferred stock will be subject to an annual
cumulative cash dividend of $41.25 payable quarterly when, as and
if declared by the company, on the fifteenth day of each March,
June, September, and December to holders of record as of the first
day of the payment month, commencing on June 15, 2004. The
preferred stock will not be redeemable.

Each preferred share will be convertible at the option of the
holder into 60.0555 shares of Chesapeake common stock based on an
initial conversion price of $16.65 per common share, subject to
customary adjustments. A holder may only convert the preferred
stock, however, under the following circumstances:

  (i) during any fiscal quarter after June 30, 2004 and only
      during such quarter, the closing price of Chesapeake common
      stock for at least 20 days in a period of 30 consecutive
      trading days ending on the last trading day of the fiscal
      quarter exceeds 130% of the applicable conversion price on
      such trading day (or initially $21.65 per share);

(ii) during the five business day period after any five
      consecutive trading day period in which the trading price
      per share of the preferred stock for each day of that period
      was less than 98% of the product of the closing sale price
      of Chesapeake common stock and the applicable conversion
      rate on each such day; or

(iii) upon the occurrence of specified corporate transactions
      involving mergers, consolidations, sale of substantially all
      of the assets or change of control.

The preferred shares will be subject to mandatory conversion into
Chesapeake common stock after March 15, 2009, at the option of the
Company, if the closing price of Chesapeake's common stock exceeds
130% of the conversion price for 20 trading days during any
consecutive 30 trading day period.

Chesapeake intends to use the net proceeds of the offering to
repay debt under its bank credit facility and to fund
approximately $100 million of pending acquisitions of oil and gas
properties, or in the event the acquisitions are not consummated,
excess proceeds will be used for general corporate purposes
including possible future acquisitions. The chief executive
officer and chief operating officer of Chesapeake intend to
purchase at the offering price an aggregate of $20 million in
additional shares of the preferred stock directly from the Company
in a concurrent private offering.

The preferred stock being sold by Chesapeake and the underlying
common stock issuable on its conversion will not be registered
under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements of the
Securities Act and applicable state laws. The preferred stock will
be eligible for trading under Rule 144A. Purchasers of the
preferred stock are being granted rights to register resales of
the preferred stock and underlying common stock under the
Securities Act. This announcement shall not constitute an offer to
sell or a solicitation of an offer to buy the notes or the
preferred stock.

Chesapeake Energy Corporation (Fitch, BB- Senior Note and B
Preferred Share Ratings, Positive) is one of the five largest
independent U.S. natural gas producers.  Headquartered in Oklahoma
City, the company's operations are focused on exploratory and
developmental drilling and producing property acquisitions in the
Mid-Continent, Permian Basin, South Texas and Texas Gulf Coast
regions of the United States.  The company's Internet address
is http://www.chkenergy.com/


CKE RESTAURANTS: State Street Reports 5.06% Common Stock Ownership
------------------------------------------------------------------
State Street Research & Management Company owns 2,917,300 shares
of the common stock of CKE Restaurants, Inc., representing 5.06%
of the outstanding common stock of the Company. State Street
Research & Management holds sole voting and dispositive powers
over the entire amount of stock held.   

Actually none of the shares listed above are owned of record by
State Street Research & Management Company.  The shares listed
above are owned of record by certain mutual funds and/or
institutional accounts managed by State Street Research as
investment advisor.  State Street Research disclaims any
beneficial interest in such shares.  

CKE Restaurants, Inc. (S&P, B Corporate Credit Rating, Negative),
through its subsidiaries, franchisees and licensees, operates over
3,200 restaurants, including 1,000 Carl's Jr. restaurants, 2,181
Hardee's restaurants, and 97 La Salsa Fresh Mexican Grills in 44
states and in 14 countries. For more information, go to
http://www.ckr.com/


CLASSICA GROUP: Files Voluntary Chapter 7 Petition in New Jersey
----------------------------------------------------------------
The Classica Group, Inc. (Pink Sheets:TCGI) announced that it has
filed a voluntary petition for liquidation under Chapter VII of
the United States Bankruptcy Code in the United States Bankruptcy
Court of the District of New Jersey.

The Company has taken this action because it has been unable to
generate sufficient revenue or to raise sufficient working capital
to sustain its operations.

Immediately upon the filing of the petition all of the Officers
and Directors of the Company resigned their respective positions.
A Trustee will be appointed by the Court to liquidate the assets
of the Company and oversee the windup of its affairs.


CLASSICA GROUP: Voluntary Chapter 7 Case Summary
------------------------------------------------
Debtor: The Classica Group, Inc.
        2400 South Main Street, Suite 12
        Sayreville, New Jersey 08872

Bankruptcy Case No.: 04-19875

Type of Business: Manufacturing and sales of microwave heat
                  processing systems.

Chapter 7 Petition Date: March 23, 2004

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith, et al.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: 732-549-5600
                  Fax: 732-549-1881

Total Assets: $1,384,556

Total Debts:  $479,929


COAST DENTAL: Intends to Deregister Common Stock with SEC
---------------------------------------------------------
Coast Dental Services, Inc. (Nasdaq:CDEN), announced that the
independent members of the Company's Board of Directors have
approved 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 intends to file the Form 15 with the SEC on April 7,
2004 to provide additional time for the Company's common stock to
be bought or sold on the Nasdaq National Market. Upon the filing
of the Form 15 with the SEC, the Company's common stock will be
delisted and will no longer trade on the Nasdaq SmallCap Market.
The Company expects that the deregistration from the Exchange Act
will become effective within 90 days of the filing of the Form 15.

The Company filed its annual report on Form 10-K for the year
ended December 31, 2003 with the SEC Wednesday. However, the
Company's future reporting obligations to file periodic and
current reports such as 10-K's, 10-Q's and 8-K's with the SEC will
be suspended immediately upon filing of the Form 15.

The Company anticipates that after the filing of the Form 15 to
deregister and the delisting from the Nasdaq SmallCap Market that
its common stock will be quoted on the "Pink Sheets" --
http://www.pinksheets.com/-- an electronic quotation service for  
over-the-counter securities, but only to the extent that market
makers decide to make a market in the Company's shares. While the
Company currently intends to provide market makers information
necessary for the Company's shares to be quoted on the "Pink
Sheets," there can be no assurance that market makers will quote
the Company's shares or that an active trading market will ever
develop on the "Pink Sheets." The Company's stock has been very
thinly traded on the Nasdaq SmallCap Market. There is generally
less liquidity and greater stock price volatility on the "Pink
Sheets" as compared to the Nasdaq SmallCap Market.

The independent members of the Company's Board of Directors
carefully evaluated whether remaining a public company warranted
the significant costs and expenses and loss of operational
productivity related to the regulatory burdens of being a public
company as well as the potential benefits of being a public
company. The Company's out-of-pocket costs in 2003 associated with
being a public company were approximately $725,000 and such costs
were expected to continue to increase. These costs do not include
the salaries and time the Company's employees were required to
devote to public company reporting and compliance obligations. The
independent members of the Board of Directors unanimously
determined that the disadvantages of being a public company
significantly outweighed the potential advantages of remaining a
public company and concluded that it was in the best interest of
the Company and its shareholders to deregister and become a
private company. Upon deregistration, the Company will then be
able to focus on and devote its time to improving its operations,
implementing cost reduction and cost containment initiatives,
attaining profitability and meeting its long term business goals.

In January of this year, the Company implemented a comprehensive
cost reduction and cost containment program. The Company realized
savings in Dental Center labor costs in February 2004 and
anticipates that several of the cost containment and cost
reduction initiatives will begin to yield significant savings in
the near-term. The Company believes that it can reduce its cost
structure and achieve profitability in 2004. However, there can be
no assurance that the cost reduction and cost containment
initiatives will be successful or that the Company will achieve or
sustain profitability. The Company has not been profitable since
1999.

                  About Coast Dental

Coast Dental Services, Inc. is a leading provider of comprehensive
business services and support to general dentistry practices.
Headquartered in Tampa, Florida, the Company currently provides
comprehensive business services and support to 108 dental centers
located in Florida, Georgia, Tennessee and Virginia. Coast
Dental's website address is http://www.coastdental.com/

                     *   *   *

In its latest Form 10-K filed with the Securities and Exchange
Commission, Coast Dental Services reports:

"The Company has incurred losses in each of the last four years.
The Company initiated certain cost reduction efforts in the second
half of 2003 and has significantly expanded this to a
comprehensive cost reduction and cost containment program in early
2004. The Company's cost reduction and cost containment program
include initiatives to reduce labor, occupancy, advertising,
training and development and corporate general and administrative
costs. As a result of these cost reduction and cost containment
initiatives, the Company is optimistic it can reduce its cost
structure and achieve profitability in 2004. However, there can be
no assurance that these cost reduction and cost containment
programs will be effective and the Company will be profitable in
2004. In the event we are unable to achieve profitability and
generate the expected cash flows, or fails to have continued
access to our $2 million line of credit facility due to any
financial covenant non-compliance or other events of default, we
could face liquidity and working capital constraints, which could
adversely impact future operations and growth."


DIALPAD COMMS: Reaches Profitability in Fourth Quarter 2003
-----------------------------------------------------------
Dialpad Communications(R), Inc., a leading global provider of
Voice over Internet Protocol (VoIP) services, announced that it
reached profitability in the fourth quarter of 2003 and was EBITDA
positive for the six month period ending December 31, 2003.
Dialpad anticipated attaining profitability by December 2004.
These milestones were reached a full year ahead of schedule.

Dialpad pioneered consumer-friendly Internet telephony and offered
free calling to the United States when founded in 1999. The
company's customer base quickly grew to over 14 million. The
erosion of the online advertising market in early 2001 forced the
company to file for Chapter 11 protection later that year. Current
Chief Executive Officer Craig Walker was appointed to head the
restructuring. The business was transformed from a free to a pay
service, and the company set a three-year revival plan with a goal
to become profitable by December 2004. Dramatically increased
efficiencies and a constant focus on quality improvements have
allowed for a strong growth of the company's paying customer base,
leading to profitability a year earlier than planned.

"These strong results validate what we've always believed: VoIP
and profit are compatible," said Dialpad's CEO, Craig Walker. "At
the time of the restructuring there was considerable skepticism
about our plans since none of our competitors had been able to
turn a profit, and to date they still haven't. In two short years
we've been able to successfully transition the business to a pay
model and to achieve our goal of profitability a full year earlier
than planned. It is a first in the Industry."

Dialpad has become a leader in the worldwide retail VoIP industry
by focusing on increasing the quality of its service. The
company's partnerships with multiple Tier 1 carriers and its real-
time dynamic routing capabilities offer a powerful combination of
reliability and cost savings to its users, while its award-winning
customer support has set a new standard for the industry. In
recognition of its efforts and its commitment to end users,
Dialpad was chosen by CNET in June 2003 as the best PC-to-Phone
service.

"Dialpad benefits from a global brand based on affordability,
quality, and ease of use," said Vincent Paquet, Vice President of
Business Development and Marketing at Dialpad. "As we sell to
consumers in over 200 countries, we consider the quality of our
services to remain our best asset for attracting and retaining our
customers, whether directly or through our numerous partners
across the world. We doubled our call volume over the past two
years and we're on course to double it again within the next
twelve months. One of the main benefits of Internet Telephony is
that our business model is very scalable."

               About Dialpad Communications

Dialpad Communications, Inc. is a leading provider of high-quality
Internet calling services, generating over 300 million calls in
more than 200 countries worldwide. Dialpad's patent-pending
technology has made it the Internet's best phone call, with a
large portfolio of services designed to bring the benefits of VoIP
to all consumers around the world. The company is based in
Milpitas, CA and can be reached at (408) 635-1000 or at

               http://www.dialpad.com/


DII INDUSTRIES: ACE Companies Wants to Proceed with NY Action
-------------------------------------------------------------
There are seven coverage actions pending throughout the country
that involve different policies under which the DII Industries  
Debtors will claim coverage for their Plan.  On October 24, 2003,
in anticipation of the bankruptcy filing by the Debtors, ACE
Companies commenced an omnibus action in the New York Supreme
Court, which is designated to adjudicate, in one comprehensive
proceeding, all of the coverage issues raised by the Debtors'
asbestos and silica settlements and bankruptcy filing.

Six of these coverage actions are:

   (1) Harbison Walker Refractories Co. v. Dresser Indus. Inc.,
       et al, Case No. 02-2151 (Bankr. W.D. Pa.);

   (2) Dresser Indus. Inc. v. Underwriters at Lloyd's London, et
       al., Case No. 03-1356 (Bankr. W.D. Pa.);

   (3) Dresser Indus. Inc. v. Underwriters at Lloyd's London, et
       al., Case No. 01-07414-K (Dallas County, TX, 192 Judicial
       District);

   (4) Kellogg Brown & Root, Inc. v. AIU Ins. Co., et al., Case
       No. 2003-03653 (Harris County, TX, 111 Judicial District);

   (5) DII Indus. LLC v. Federal-Mogul Prods. Inc., et al., Case
       No. 01-09018 (Bankr. D. Del.); and

   (6) Sanchez, et al. v. Cooper Indus., et al., Case No. MDL-875
       (E.D. Pa.) (D.N.M., No. 97 Civ. 1569 BB/DJS)
       (collectively, the "Coverage Actions").

The New York Action seeks a declaration of the rights and
obligations of the Debtors and their insurers with respect to the
policies under which the Debtors claim coverage for their
$4,300,000,000 settlement of present and future asbestos and
silica claims.  An omnibus action is necessary for full
adjudication of the coverage issues because of the six prior
coverage actions:

   * None involves all the insurers that the Debtors seek to
     force to fund their proposed global settlement.

   * None involves all of the policies under which the Debtors
     seek coverage.

   * None involves all of the underlying claims for which the
     Debtors seek coverage.

   * None addresses the reasonableness and appropriateness of the
     $4,300,000,000 settlement amount.

   * None involves the question of allocation of the proposed
     settlement among the different lines or among the different
     insurance companies within each line.

   * None has yet made a determination as to any of the pending
     coverage issues.  All of the actions are in their early
     stages.

The Debtors previously obtained a Court Order lifting the
automatic stay with respect to all pending litigation other than
the New York Action.  Thus, ACE asserts that while the Debtors
are prepared to litigate the coverage issues in forums of their
choosing around the country, and to continue litigating every
other non-asbestos and non-silica case in which they have been
sued, they seek to use the automatic stay selectively to prevent
the litigation of coverage issues in New York.  The selective use
of the automatic stay is without support and contrary to the law.

ACE points out that it is not appropriate to use the stay
selectively to achieve a stay of one state court action in
deference to another rather than filing an appropriate motion in
the state court for such a stay.  ACE and other insurers believe
a single forum is most efficient because it would eliminate the
risk of inconsistent judgments and provide the most prompt
resolution of all coverage issues.

ACE assures the Court that the Debtors will suffer no prejudice
if the automatic stay is lifted as to all the pending state court
insurance coverage actions.

Given the nature of their Chapter 11 cases, the Debtors admitted
solvency, thus, no stay of litigation is necessary.  ACE believes
that this should hold true for the coverage cases.  The Debtors
cannot seriously contend that adjudication of the coverage issues
now prejudices them in any way.  They are affirmatively seeking
to adjudicate those issues in the other six coverage actions
pending throughout the country.  Therefore, the Debtors cannot,
in good faith, contend that the New York Action, which seeks only
a declaration of liability, somehow prejudices it while
adjudication of the coverage issues in the other actions does
not.

Furthermore, permitting the New York Action to proceed would
promote judicial economy.  ACE explains that it is a
comprehensive action designated to include all insurance
questions, including the reasonableness of the $4,300,000,000
settlement, as well as the coverage issues raised in the other
related pending actions, in a single forum.  The New York Action
offers the best and most comprehensive forum for adjudicating the
various complicated coverage claims under the policies at issue
and offers the best forum for avoiding inconsistent judgments and
piecemeal litigation.

At ACE's request, the Court lifts the automatic stay for ACE to
continue with the New York Insurance Coverage Action.

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. 8;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DOMAN IND.: Continuing Talks with Noteholders to Develop a Plan
---------------------------------------------------------------
Doman Industries Limited continues to work with certain unsecured
noteholders in developing a restructuring plan for presentation to
Doman's unsecured creditors in connection with proceedings under
the Companies' Creditors Arrangement Act.

As the Company had previously announced on February 27, 2004, it
has been advised by counsel to the Unsecured Noteholder Group that
they oppose the proposal presented by International Forest
Products Limited to the Company on February 26, 2004. The Company
understands that Interfor is working on revising its proposal. The
Company continues to work with Interfor in connection with
Interfor's due diligence efforts in that regard. The Company also
reports that interest has been shown by a number of other
potential lenders/investors to develop other potential proposals
for consideration by the Company.

The Company is continuing to review all proposals to determine
which is in the best interest of all stakeholders.

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and NBSK
pulp. All the Company's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.


DURANGO GEORGIA: Court Fixes Confirmation Hearing Date for April 7
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia has
approved the Amended Disclosure Statement for the Joint Amended
Liquidating Plan prepared by Durango Georgia Paper Company,
Durango Georgia Converting Corporation, Durango Georgia
Converting, LLC and the Official Committee of Unsecured Creditors
in the Debtors' cases.

The Court found that the Disclosure Statement contained the right
kind and amount of information to enable creditors to make
informed decisions whether to accept or reject the Plan.

The Honorable Judge Lamar W. Davis, Jr., will convene a hearing on
April 5, 2004, at 10:00 a.m., to consider the merits of the
Company's plan and whether the plan should be confirmed.   

Durango Georgia is a nationally recognized bleached board and
kraft paper producer in the U.S. offering coast to coast and
international service. The Debtor filed for Chapter 11 relief on
November 20, 2002 (Bankr. S.D. Ga. Case No. 02-21669). W. Brooks
Stillwell, Esq., Robert K. Imperial, Esq., at Hunter, McClean,
Exley & Dunn, PC and Michael M. Beal, Esq., Robin C. Stanton,
Esq., and Elizabeth J. Philp, Esq., at McNair Law Firm, PA
represent the Debtors in their restructuring efforts.


DYNEGY INC: President & CEO Bruce Williamson Takes Chairman's Post
------------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) announced that its Board of Directors has
decided to elect President, Chief Executive Officer and Director
Bruce A. Williamson as Chairman of the Board. Mr. Williamson will
replace Dynegy's non-executive Chairman of the Board, Daniel L.
Dienstbier, who has announced his retirement and will not seek re-
election at the Annual Meeting of Shareholders on May 20.

Consistent with Dynegy's pursuit of best practices in corporate
governance and its commitment to ensure that the Board operates
independently of management, the Board of Directors has also
decided to name Dynegy Director Patricia A. Hammick as Lead
Director, concurrent with Mr. Williamson's election to the
Chairman position. The Board intends to name Mr. Williamson and
Ms. Hammick to these positions following the annual meeting,
should the company's shareholders re-elect them to serve as
Directors for another year.

Mr. Williamson, 44, has served as President and Chief Executive
Officer and as a Director of Dynegy since October 2002. In the
broader role of Chairman, Mr. Williamson will provide leadership
to the Board and its committees.

"The Board's unanimous decision to elect Bruce to this important
position reflects our confidence in his abilities and the strength
of our corporate governance structure," Mr. Dienstbier said.
"Under Bruce's leadership, Dynegy has made outstanding progress in
our self-restructuring plan, established a track record of
delivering results, improved its capital structure and restored
confidence and credibility with investors and the public. He will
bring to the Chairman role the highest level of integrity, proven
leadership capabilities and a strong commitment to create value
for our investors."

Ms. Hammick, 57, was elected to the Board in April 2003. She has
more than 25 years of energy industry experience, including
management positions with Gulf Oil Exploration and Production, the
National Gas Supply Association and Columbia Energy Group. In the
new role of Lead Director, Ms. Hammick will preside over the
regular executive sessions of Dynegy's independent Directors. She
will also provide advice and counsel to the Chairman, work with
the Chairman in developing Board meeting agendas and act as a
liaison between the Board and the Chairman.

"Pat is a strong leader, a valuable asset to the Board and an
instrumental contributor in the areas of compliance and corporate
governance. Her extensive industry background also makes her the
right choice for this role," Mr. Dienstbier said. "The Board will
benefit from Pat's continued guidance and leadership."

Mr. Dienstbier, 63, has served as non-executive Chairman of the
Board since October 2002 and as a Dynegy Director since 1995. He
also served as interim Chief Executive Officer of Dynegy from May
2002 until Mr. Williamson's election in October 2002, directing
the initial phase of Dynegy's self-restructuring plan. Mr.
Dienstbier has planned his retirement since last year to provide
for a less rigorous schedule and more time to devote to his family
and a variety of interests.

"Dan provided invaluable counsel to our Board and the management
team throughout the years and helped guide our company through
some challenging times," Mr. Williamson said. "Dan served the
company with the highest standards of ethics and professionalism,
and Dynegy is fortunate to have benefited from his experience and
expertise for nearly a decade."

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


ECF INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ECF, Inc.
        P.O. Box 11090
        McLean, Virginia 22102

Bankruptcy Case No.: 04-11223

Chapter 11 Petition Date: March 19, 2004

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Richard J. Stahl, Esq.
                  Stahl, Forest & Zelloe, P.C.
                  11350 Random Hills, Road, Suite 700
                  Fairfax, VA 22030
                  Tel: 703-691-4940
                  Fax: 703-691-4942

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Gordon Feinblant                           $129,574

Semmes, Bowen & Semmes                     $123,408

Lytek Communications, LLC                  $108,709

Esguerra & Esguerra                         $78,951

Accu-Tech Corporation                       $66,067

GN Nettest Green                            $55,394

Wachovia Bank                               $51,000

Autodesk                                    $50,000

Hill Management Services, Inc.              $43,697

Miller, Mary                                $40,985

Residential Management, Inc.                $40,333

Hiru Padma-Kumara                           $36,923

Nicole S. McCurnin                          $35,807

Catherine Culotta                           $31,154

Murdock Atrium, LP                          $30,333

Lloyd G. Manning                            $24,231

Vittoria M. Whiteley                        $20,354

Alexander E. Colic                          $20,192

Farhad Sharifzadeh-Moghaddam                $19,038

Penske Truck Leasing Co. LLP                $16,835


EL PASO: Raises $352MM Cash from Oil & Gas Canada Sale to BG Group
------------------------------------------------------------------
El Paso Corporation (NYSE: EP) has closed the previously announced
sale of El Paso Oil & Gas Canada, Inc. to BG Group for
approximately $352 million in cash. This sale supports El Paso's
recently announced long-range plan to reduce the company's debt,
net of cash, to approximately $15 billion by year-end 2005.

To date, the company has announced or closed approximately $2.9
billion of the $3.3 to $3.9 billion of assets sales targeted under
the plan.  An asset sales tracker that shows all of the announced
and completed assets sales is posted at http://www.elpaso.com/in  
the Investor Resources section.

El Paso Corporation's purpose is to provide natural gas and
related energy products in a safe, efficient, dependable manner.  
The company owns North America's largest natural gas pipeline
system and one of North America's largest independent natural gas
producers.  For more information, visit http://www.elpaso.com/

                           *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on natural gas pipeline and production
company El Paso Corp. to 'B-' from 'B' to reflect a larger-than-
expected write-down of the company's oil and natural gas reserves.
The outlook remains negative.


EL PASO CORP: BG Group Completes Acquisition of Canadian Unit
-------------------------------------------------------------
BG Group completed the purchase of El Paso Oil and Gas Canada,
Inc. from El Paso Corporation for a cash consideration of US$
345.6 million.

The announcement that BG Group had agreed the purchase was made
on 16 February 2004.

The assets held by the acquired company, which will now be called
BG Canada Exploration and Production Inc., include 630,000 acres
of net undeveloped oil and gas acreage, which BG believes hold
considerable exploration potential.

The company also holds producing assets, concentrated in four core
areas in Alberta and British Columbia.

The properties are located in the Western Canadian Sedimentary
Basin, with the 630,000 acres of net undeveloped land representing
91% of the total land position. The Ryder Scott evaluated proved
reserves of 132 billion cubic feet equivalent are concentrated in
the four core areas of Bubbles and Ojay/Sundown (British Columbia)
and Waterton and Copton (Alberta).

BG has four business segments - Exploration & Production,
Liquefied Natural Gas, Transmission & Distribution and Power
Generation. Active in some 20 countries on five continents, its
core geographical areas are the UK, Kazakhstan, Egypt, Trinidad &
Tobago, South America and India.

                          *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on natural gas pipeline and production
company El Paso Corp. to 'B-' from 'B' to reflect a larger-than-
expected write-down of the company's oil and natural gas reserves.
The outlook remains negative.


EL PASO: Obtains Waivers Relating to Revolving Credit Facility
--------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced that it has now received
all subsequent waivers relating to its Revolving Credit Facility
and other financing transactions that are required to address
potential issues related to its recently announced reserve
revisions.  El Paso had previously announced that it had received
waivers on its Revolving Credit Facility and two other
transactions, but that it required waivers on other transactions
within thirty days.  These waivers address the expected delay in
the company's Form 10-K filings and the impact of a potential
restatement of previously reported financial results.

El Paso Corporation's purpose is to provide natural gas and
related energy products in a safe, efficient, dependable manner.  
The company owns North America's largest natural gas pipeline
system and one of North America's largest independent natural gas
producers.  For more information, visit http://www.elpaso.com/

                           *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on natural gas pipeline and production
company El Paso Corp. to 'B-' from 'B' to reflect a larger-than-
expected write-down of the company's oil and natural gas reserves.
The outlook remains negative.


EL POLLO LOCO: S&P Rates Senior Unsecured Discount Notes at CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
quick-service restaurant operator EPL Intermediate Inc.'s (a
holding company for El Pollo Loco Inc.) proposed $40 million
senior unsecured discount note offering due 2010. The notes will
be issued under Rule 144A with registration rights, and they will
be structurally subordinated to the debt at the operating
company. Proceeds will be used to pay a dividend to shareholders.

At the same time, Standard & Poor's lowered its ratings on El
Pollo Loco Inc. The corporate credit rating was lowered to 'B'
from 'B+'. The outlook is stable. The rating action is based on
the company's increased debt leverage. The new notes will add $40
million of incremental debt and will continue to accrete until
2009 when they become cash pay.

"The ratings reflect El Pollo Loco's participation in the highly
competitive quick-service sector of the restaurant industry, its
small size and regional concentration, weak cash flow protection
measures, and a highly leveraged capital structure," said Standard
& Poor's credit analyst Robert Lichtenstein. "These risks are
partially offset by the company's established brand in California,
especially among the Hispanic population."

El Pollo Loco is a small player in the highly competitive quick-
service chicken sector of the restaurant industry. The company
only maintained a 4% national market share, compared with 51% for
KFC, 15% for Chick-fil-A, and 13% for Popeye's. In Los Angeles,
the company's primary market, El Pollo Loco competes more
effectively, with about a 35% market share. Still, many of El
Pollo Loco's competitors have substantially greater brand
recognition than the company, as well as greater financial,
marketing, and operating resources.

A large part of El Pollo Loco's success is its established brand
among the Hispanic population. Approximately 50% of its customers
are Hispanic. The Hispanic population in the Los Angeles area has
been the fastest-growing segment of the total population.
Nevertheless, the company is regionally concentrated, with 77% of
its restaurants in the Los Angeles area. Changes in the
demographic trends or economic conditions in the area could have a
material adverse effect on El Pollo Loco's business.


EMARCADERO AIRCRAFT: S&P Lowers Rating on Class A Notes to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Embarcadero Aircraft Securitization Trust's (EAST) class A-1 and
A-2 floating-rate notes to 'BB' from 'BBB' and removed them from
CreditWatch, where they were placed March 15, 2004. The outlook on
the class A-1 and A-2 notes is negative, reflecting the current
poor economic and operating environment facing the aviation
industry. The 'CCC' rating on the class C floating-rate notes
remains on CreditWatch with negative implications, where it was
placed March 15, 2004.

The rating actions reflect the sustained decline in lease
revenues, increase in aircraft-related expenses, and greater
reliance on the cash reserves to meet timely note payments. In
addition, the value of EAST's aging aircraft fleet has fallen
significantly since the transaction closed on Aug. 17, 2000,
resulting in negative implications for future lease revenues and
residual realizations.

Over the past 2.5 years, EAST's average monthly lease revenues
have deteriorated by at least 40% when compared with amounts
received in the 12 months before Sept. 11, 2001. During the same
period, maintenance and reconfigured costs have been higher than
expected for repossessed or returned aircraft. Although the number
of leases requiring maintenance payments has improved, the amount
of aircraft-related expenses on a fleet basis is still in excess
of the contracted maintenance collections. As a result of the
depressed lease revenue and increased aircraft-related expenses,
net collections available to service the rated notes have been
under tremendous stress.  

Note amortizations have been behind the target minimum principal
schedules since September 2002 for the class A notes and September
2003 for the class C notes. Currently, net collections are only
sufficient to make distributions on the class A notes. Unless the
growing gap between the class A minimum principal balance and
class A outstanding balance is reduced to zero, the EAST
subordinated notes will not receive any distributions from net
collections. As of March 15, 2004 the class A gap is approximately
$53.6 million.  

Since the beginning of 2002, the EAST cash reserves have been used
to make timely payments of note interest. The class A reserve has
been drawn on and replenished from time to time, whereas the class
C reserve has been consistently drawn on each month. Without any
near-term prospect for the transaction's net cash flows to
improve, the cash reserves available to cover both the class A and
class C notes will likely continue to diminish. As of March 15,
2004, the current available cash reserve amounts as a percentage
of initial available to the class A and C notes are 95.5% and
29.4%, respectively. Based on current projections, the class C
reserve will be fully depleted in 12-13 months.

Standard & Poor's will continue to closely monitor this
transaction and the CreditWatch placement on the class C notes.


ENERGY PLUS: Files Notice of Intention Under BIA in Canada
----------------------------------------------------------
EP 2000 Conservation Inc. (TSX-V: EP) announced that Energy Plus
2000 Inc., its wholly-owned subsidiary, filed a Notice of
Intention to file a Proposal in accordance with the Bankruptcy
and Insolvency Act, effective March 11, 2004.

This measure is intended to address certain financial issues
facing Energy Plus 2000 Inc.

EP 2000 Conservation Inc. is listed through the facilities of the
TSX Venture Exchange, Tier 2.


ENRON: San Juan Gas Gets Nod to Assume & Assign Software Licenses
-----------------------------------------------------------------
San Juan Gas Company, Inc., a debtor-affiliate of Enron
Corporation, sought and obtained the Court's authority, pursuant
to Section 365 of the Bankruptcy Code and Rule 6006 of the Federal
Rules of Bankruptcy Procedure, to assume and assign 92 Software
Licenses to SJG Acquisition Corporation as required pursuant to
the terms of their Purchase Agreement.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, recalls that on July 10, 2003, the Court authorized and
approved the Purchase and Sale Agreement between San Juan Gas and
SJG Acquisition.  In connection with the Purchase Agreement, San
Juan Gas has determined, in the exercise of its business
judgment, to assign to SJG Acquisition the Software Licenses
applicable to the computers and four servers being transferred to
SJG Acquisition in connection with the transaction contemplated
by the Purchase Agreement.

According to Mr. Sosland, San Juan Gas is not in default under
any of the Software Licenses.  Under the proposed assumption and
assignment of the Licenses, neither San Juan Gas nor SJG
Acquisition will pay any cure amounts. (Enron Bankruptcy News,
Issue No. 102; Bankruptcy Creditors' Service, Inc., 215/945-7000)


THE GAP INC: Fitch Ups Senior Unsecured Debt Rating to BB+
----------------------------------------------------------
Fitch Ratings has upgraded The Gap, Inc.'s senior unsecured debt
rating to 'BB+' from 'BB-'. This action resolves the Rating Watch
Positive status, which Fitch placed on Gap's ratings on March 11,
2004. Approximately $2.8 billion of debt is affected by this
action.

The rating upgrade reflects Gap's improved financial profile and
acknowledges the company's turnaround in its comparable store
sales performance. There has been a considerable improvement in
Gap's credit profile with the significant slowdown in store
expansion, working capital control and debt reduction.
Profitability has also improved as Gap has better executed its
merchandising strategy and minimized markdowns despite the
challenges of an intensely competitive retail environment.

For the month of February, Gap reported comparable store sales
were up 12% - the company's 17th month of consecutive same store
sales growth. For the last five months, since October 2003 when
results began comparing to the previous year's positive results,
Gap has sustained positive same store sales growth (ranging from
1%-12%, with the average about 5%). The merchandise in the stores
has returned to Gap's core competencies - basics, with some trend
and emerging trend - and consumers appear to be responding. While
it is still relatively early in the turnaround, Fitch expects that
Gap will continue to be conservative in both its product offerings
and financial strategies.

Gap's operating performance continues to improve, though
profitability remains below levels generated in the late 1990s. In
addition to a growing sales base - profitability has increased due
to improved gross margin. Gross margin was up almost 400 bps over
the prior year - one contributing factor to an increasing EBITDA
margin of 16% versus 12.4% the prior year. Continued gross margin
improvement is anticipated with further improvement in markdown
strategy, brand differentiation and store optimization. Fitch
believes Gap will continue to selectively close stores and expects
that retail square footage should be flat in 2004, compared to
down 2% in 2003. While Gap has given guidance of $500 million of
capital spending in 2004 for some new stores, remodels and IT -
this level of spending is significantly less than historical
levels.

As of Jan. 31, 2004, Gap's unrestricted cash on hand totaled $3.3
billion and restricted cash (to support letters of credit) totaled
$1.35 billion. This compares to a debt burden totaling $2.8
billion at Jan. 31, 2004. In addition, Gap's $750 million secured
revolving credit facility remains undrawn. Because it is early in
its turnaround, Fitch expects Gap to maintain a high unrestricted
cash balance in order to self fund seasonal working capital needs,
capital expenditures as well as provide for debt repayment. While
cash is fungible and there are few restrictions in its uses, Fitch
believes the high cash balance provides Gap a sizeable cushion. In
this competitive environment, significant liquidity provides for
potential periods of economic weakness and merchandising missteps.

Over the past year Gap's credit profile has improved considerably.
Total adjusted debt (includes 8 times rent expense)/EBITDAR for
the fiscal year ended Jan. 31, 2004 was 2.9 times (x) versus 4.0x
the prior year and EBITDAR coverage of interest and rents was 3.0x
versus 2.0x. The Gap has been selectively repurchasing debt on the
open market and has stated that debt reduction is the company's
first priority use of cash, although a bank covenant limits debt
reduction to $1 billion through June 2006.

As of Jan. 31, 2004, Gap, operating under its Gap, Old Navy and
Banana Republic brands, had 3,022 store locations amounting to
36.5 million square feet of retail space. Gap US operated 1,389
stores, Gap International 358 stores, Banana Republic (including
Canada) 435 and Old Navy (including Canada) 840 stores.


GLOBAL FRANCHISE: Fitch Affirms Junk Rating on Class C Notes
------------------------------------------------------------
Fitch Ratings downgrades Global Franchise Trust 1998-1 class A-2
to 'BBB' from 'A', class A-3 to 'BB' from 'A-' and class B to 'B'
from 'BB'. Class C is affirmed at 'CCC'.

The downgrades are the result of the expected losses on the
defaulted loans in the pool most notably the $25 million
Horizon/Calvane exposure. Horizon Food Services filed to
bankruptcy in July of 2003 and its plan of reorganization was
approved in December. An appraisal on the properties has valued
the collateral at $14.7 million. The loan payments were reduced
proportionally and all payments will be applied to the principal
balance, there was no write-down of principal and reduced payments
will extend the amortization schedule of loan by approximately
five years, beyond the legal final maturity of the trust.

Fitch analysis assumed several scenarios some of which assumed the
Horizon loan performed until the legal final maturity of the trust
and others assumed that the loan defaulted a second time and was
ultimately liquidated at a fraction of updated collateral value.

Classes A-3, B, C and D have not received interest payments for
the past three months as the servicer is recouping the advances
made on the loan. The interest shortfalls are expected to continue
for 4-6 months. The trust has been generating consistent cash flow
and barring additional stress on the pool all shortfalls are
expected to be refunded within 6 months of when the advances have
been fully recouped.


HALSEY ENERGY: Selling Congers, NY Assets as Part of Restructuring
------------------------------------------------------------------
Halsey Drug Co., Inc. (OTC.BB: HDGC) has sold certain non-revenue
generating abbreviated new drug applications (ANDAs) and entered
into an agreement to sell substantially all of its assets located
at its former finished dosage manufacturing facilities in Congers,
New York. The divestment of these assets is consistent with the
Company's restructuring plan announced on November 6, 2003.

In addition to the non-revenue generating ANDAs, the Company has
entered into an agreement to divest certain intellectual property,
product rights and manufacturing equipment. The total
consideration to be paid to the Company for all asset divestments
will total approximately $4.5 million. Shareholder approval is
necessary to complete the sale of certain intellectual property
and product rights and manufacturing equipment. Such approval
shall be sought at the next annual meeting of shareholders.

Halsey Drug Co., Inc., together with its subsidiaries, is an
emerging pharmaceutical technology development company
specializing in proprietary active pharmaceutical ingredient
manufacturing processes and finished dosage form development.

The company's Sept. 30, 2003 balance sheet discloses a net capital
deficit of about $39 million.


HAVENS STEEL: Asks Court Nod to Hire McDowell Rice as Counsel
-------------------------------------------------------------
Havens Steel Company wants permission from the U.S. Bankruptcy
Court for the Western District of Missouri, Kansas City Division,
to employ McDowell Rice Smith & Buchanan as its bankruptcy
counsel.

The Debtor states that McDowell Rice has extensive experience in
Chapter 11 cases and corporate, litigation, tax, real estate and
insolvency matters, is familiar with the business and financial
affairs of Debtor, and is qualified to represent its interests.

The Debtor anticipates that McDowell Rice will:

   a. advise Debtor with respect to its powers and duties as a
      debtor and debtor-in-possession in the continued
      management and operation of its business and properties;

   b. attend meetings and negotiate with representatives of
      creditors and other parties in interest;

   c. take all necessary action to protect and preserve Debtor's
      estate including the prosecution of actions on its behalf,
      the defense of any actions commenced against Debtor or the
      estate, negotiations concerning litigation in which Debtor
      may be involved, and objections to claims filed against
      the estate;

   d. prepare on behalf of Debtor all motions, applications,
      answers, orders, reports, and papers necessary to the
      administration of the estate;

   e. negotiate and prosecute on Debtor's behalf use of cash
      collateral, DIP financing, sales of assets, contracts and
      lease agreements, and all necessary agreements and/or
      documents;

   f. formulate, negotiate and seek approval of disclosure
      statement(s) and plan(s) of reorganization;

   g. appear before this Court and any appellate courts to
      protect and advance the interests of Debtor and the estate
      before such courts;

   h. address all requirements of the Office of the United
      States Trustee in this proceeding; and

   i. perform all other necessary legal services and provide all       
      other necessary legal advice to Debtor in connection with
      the Chapter 11 case.

The hourly rates currently charged by McDowell Rice are:

         Position        Billing Rate
         --------        ------------
         Shareholders    $160 - $325 per hour
         Associates      $120 - $135 per hour
         Paralegals      $45 - $90 per hour

Headquartered in Kansas City, Missouri, Havens Steel Company --
http://www.havenssteel.com/-- provides design-build services from  
engineering to fabrication and erection to steel management
systems and on-site project management.  The company filed for
chapter 11 protection on March 18, 2004 (Bankr. W.D. Mo. Case No.
04-41574).  Jonathan A. Margolies, Esq., and R. Pete Smith, Esq.,
at McDowell, Rice, Smith & Buchanan represents the Debtors in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated debts and assets of over $10
million each.


IGAMES ENTERTAINMENT: Files Legal Action Against Equitex & Chex
---------------------------------------------------------------
iGames Entertainment, Inc. (OTC Bulletin Board: IGME) filed a
complaint in the United States District Court for the District of
Delaware against Equitex, Inc. and its wholly owned subsidiary,
Chex Services, Inc.

iGames, Inc., Equitex, Inc. and Chex Services, Inc. were all
parties to a stock purchase agreement for the acquisition of Chex
Services, Inc. by iGames, Inc. The stock purchase agreement was
recently terminated, for cause, by iGames, Inc. because of
numerous breaches of the agreement by Equitex, Inc. and Chex
Services, Inc.

In the federal complaint, iGames asserts that it is entitled to
recover significant damages, including all of the transaction
costs it incurred while attempting to acquire Chex Services, Inc.
and a one million dollar agreed-upon termination fee. The
complaint asserts claims for breach of contract, tortious
interference with business relations and breach of the covenant of
good faith and fair dealing arising from the stock purchase
agreement and a related term loan note.

Christopher Wolfington, CEO of iGames, stated: "We have filed this
complaint because of the actions and inactions of Equitex, Inc.
and Chex Services, Inc. As was recently announced, we have
presented a new proposal to the independent directors of Equitex,
Inc. that we believe offers significant value to its shareholders
and will allow us to acquire Chex Services, Inc. without further
delay and unnecessary expense. If, however, Equitex, Inc. and Chex
Services, Inc. refuse to consider this proposal and continue on
their current course of conduct, we will pursue all of our legal
and equitable remedies."

               About iGames Entertainment

iGames Entertainment, Inc. provides cash access and financial
management systems for the gaming industry, focusing on specialty
transactions in the cash access segment of the funds transfer
industry through its Money Centers of America, Inc. and Available
Money, Inc. subsidiaries. The Company's growth strategy is to
develop or acquire innovative gaming products and systems and
market these products worldwide. For a complete corporate profile
on iGames Entertainment Inc., visit iGames' corporate website at
http://www.igamesentertainment.com/

                           *    *    *

                    Going Concern Uncertainty

In its most recent Form 10-Q filed with the Securities and
Exchange Commission, iGames Entertainment reported:

"The [Company's] financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has
a net loss of $940,395 for the six months ended September 30,
2003, an accumulated deficit of $3,808,343 at September 30, 2003,
cash used in operations of $576,088 for the six months ended
September 30, 2003, and requires additional funds to implement our
business plan. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

"Management is in the process of implementing its business plan
and has begun to generate revenues. Management believes that sales
of its Protector and placement of new table games will continue to
contribute to its operating cash flows. Additionally, management
is actively seeking additional sources of capital, but no
assurance can be made that capital will be available on reasonable
terms. Management believes the actions it is taking allow the
Company to continue as a going concern. The financial statements
do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern."


JETBLUE AIRWAYS: S&P Assigns BB+ Rating to 2004-1 Class C Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'AAA' rating to
JetBlue Airways Corp.'s (BB-/Stable/--) Class G-1 and G-2 pass-
through certificates series 2004-1, and its 'BB+' rating to the
Class C pass-through certificates. The Class G-1 certificates
($119.1 million) have a final legal maturity of June 15, 2015; the
Class G-2 certificates ($187.9 million) Sept. 15, 2015;
and the Class C certificates ($124.0 million) Sept. 15, 2009.

"The 'AAA' rating on the Class G-1 and G-2 certificates is based
on a guarantee insurance policy provided by MBIA Insurance Corp.
(AAA/Stable/--); the 'BB+' rating on the Class C certificates is
based on JetBlue's credit and the added protections of
overcollateralization and structural features of the
certificates," said Standard & Poor's credit analyst Betsy Snyder.
The pass-through certificates are aircraft-backed securities whose
credit quality benefits from substantial overcollateralization,
favorable legal treatment under the U.S. Bankruptcy Code, and
dedicated liquidity facilities. New York, N.Y.-based JetBlue, a
low-cost airline, has grown substantially while maintaining high,
although recently reduced, margins, in the weak airline
environment that began in 2000.

The certificates are secured by equipment notes issued by JetBlue,
financing 13 A320-232 passenger jet aircraft delivered or to be
delivered between February 2004 and December 2004. The Airbus
A320-200, the only model currently operated by JetBlue, is a
popular, modern technology, medium-size narrowbody passenger jet.
It is Airbus' most successful model and fully competitive with
Boeing's 737 "next generation" series. The newer narrowbody jets
(the A320's and next generation 737's) have tended to be more
liquid in the secondary market and have kept their values better
than have most other aircraft types during the recent industry
downturn. This is due to their larger user base and more modest
costs to reconfigure them for transfer from one user to another,
compared to widebody planes. However, due to the relatively small
number of aircraft sale transactions over this period, estimates
of resale values are subject to more than the usual uncertainty.
Because the G-1 and G-2 certificateholders benefit from a
guarantee insurance policy supporting the payment of interest when
due and the payment of the outstanding balance on the final legal
distribution date, the aircraft collateral coverage serves mainly
to enhance recovery prospects for insurer MBIA in the event of a
JetBlue default, and to provide coverage for the Class C
certificateholders.

Standard & Poor's anticipates that the ratings assigned to the G-1
and G-2 certificates would change if, and as the rating of MBIA
changes. The rating of the Class C certificates would change if
and as the rating of JetBlue changes.


LOEWEN GROUP: Asks for Final Decree Closing 13 More Cases
---------------------------------------------------------
The Reorganized Loewen Group Debtors ask Judge Walsh to close 13
more cases.

Courts have held that a Chapter 11 debtor should be removed from
the ongoing supervision of the bankruptcy court once the debtor's
estate has been fully administered.  By local court rule, a debtor
may seek entry of a final decree at any time after the confirmed
plan has been substantially consummated, so long as all fees due
to the Court Clerk or the United States Trustee have been paid.  
The Debtors report that these 13 estates have been fully
administered:

   Closing Debtors                                      Case No.
   ---------------                                      --------
   50th State Funeral Plan, Ltd.                         99-1247
   Alternative Acquisition, Inc.                         99-2098
   Blackhawk Garden of Memories, Inc.                    99-1319
   Blalock-Coleman Funeral Home, Inc.                    99-1320
   BLH Management, Inc.                                  99-1323
   Care Memorial Society, Inc.                           99-1350
   Dudley M. Hughes Funeral Home, Inc.                   99-1437
   Kingston Memorial Gardens, Inc.                       99-1624
   Ourso Funeral Home, Airline Gonzales, Inc.            99-1809
   Roselawn Operations, Inc.                             99-1902
   Spring Hill Cemetery Company                          99-1961
   The Center for Pre-Arranged Funeral Planning, Inc.    99-2002
   Valley of The Temples Mortuaries, Ltd.                99-2031

The Plan has been substantially consummated, and the deposits and
property transfers provided by the Plan have been completed.  
Moreover, the Reorganized Debtors have assumed the business and
management of the Closing Debtors' assets.  In addition, most
payments provided for under the Plan have been made.  All
pleadings and Contested Claims in the Closing Cases have been, or
will soon be, finally resolved.  All fees with respect to the
Closing Cases have also been paid.

The Reorganized Debtors recognize that there is a pending fee
dispute with the Office of the U.S. Trustee regarding the
calculation of quarterly fees.  Consistent with the rulings of
other courts and the Court's prior Orders closing the other
Debtors' cases, the Reorganized Debtors ask the Court to continue
its jurisdiction over the Quarterly Fee Dispute as it relates to
both the remaining Cases and the Closing Cases. (Loewen Bankruptcy
News, Issue No. 83; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


LNR PROPERTY: Reports Earnings Per Share of $0.94 for 1st Quarter
-----------------------------------------------------------------
LNR Property Corporation (NYSE: LNR), one of the nation's leading
real estate investment, finance and management companies, reported
net earnings for its first quarter ended February 29, 2004 of
$28.5 million, or $0.94 per share diluted, compared to net
earnings of $34.8 million, or $1.06 per share diluted, for the
same quarter in 2003. Before a $0.07 per share charge for early
extinguishment of debt, earnings per share were $1.01 for the
first quarter ended February 29, 2004, compared to $1.06 per share
for the same quarter in 2003.

Mr. Jeffrey P. Krasnoff, President and Chief Executive Officer of
LNR, stated, "Our strong results this quarter are once again
directly tied to the focus on our strategic plan. We continue to
utilize our unique franchise to identify opportunities and create
value and cash flows where others often cannot. Key value creation
examples during the current period include the resecuritization of
just one of our many CMBS bonds, which generated a $17 million
profit, and the successful repositioning, leasing and sale of a
shopping center, once collateral for a $47 million defaulted loan,
which generated a $21 million profit."

Mr. Krasnoff continued, "Our extensive portfolio and breadth of
operations in markets throughout the U.S. and in Europe give us
access to many unique investment and value creation opportunities.
In addition, others continue to seek us out for our intensive due
diligence process and hands-on management capabilities. These
competitive advantages, along with our strong balance sheet and
liquidity position, allow us to carefully select and take
advantage of these opportunities."

Mr. Krasnoff added, "Already this year, we have purchased or
identified over $800 million of new investments, including the
recent closing of The Newhall Land and Farming Company acquisition
with our long-time partner, Lennar Corporation. Not only does
Newhall provide us an excellent opportunity to grow our income
producing property portfolio, it also allows us to combine our
commercial real estate skills with Lennar's residential expertise
and appetite for homesites in one of the country's most land
supply-constrained markets. This one transaction alone should add
substantial earnings and cash flows for our Company for many years
to come."

Mr. Krasnoff concluded, "With the CMBS resecuritization completed
earlier than we originally anticipated, the new investments we
have in place or in the pipeline and the sales we have planned for
the rest of the year, our earnings per share goals for 2004 remain
in the range of $3.55 - $3.75."

                    FIRST QUARTER PERFORMANCE

Total revenues and other operating income decreased $2.7 million,
or 2% this quarter, compared with last year's first quarter. Total
revenues and other operating income decreased as a result of lower
interest income due to a lower average level of CMBS investments,
and lower rental income from a smaller stabilized property
portfolio during most of the first quarter of 2004. These
decreases were partially offset by higher gains in the current
period on sales of real estate securities and real estate property
assets, including sales within partnerships.

                  Real Estate Properties

On January 27, 2004, a joint venture 50% owned by the Company and
50% owned by Lennar Corporation completed the acquisition of The
Newhall Land and Farming Company, for approximately $1 billion.
Newhall is a premier community planner in north Los Angeles
County. Its primary activities are planning the communities of
Valencia and Newhall Ranch, which together form one of the
nation's most valuable landholdings. Valencia and Newhall Ranch
are located on 34,000 acres of land, 30 miles north of downtown
Los Angeles.

Funding for the Newhall purchase came from capital contributions
of approximately $200 million from each of the partners and $400
million of borrowings under a $600 million senior credit facility,
secured by the assets of Newhall and another LNR/Lennar joint
venture. The balance came from $217 million the Company paid to
the venture for a portfolio of Newhall's income producing
commercial assets. Although these income producing commercial
assets are expected to immediately contribute to the Company's
recurring income from net rents (rental income less cost of rental
operations), after depreciation and carrying costs, including
those within the land venture, the Newhall acquisition is not
anticipated to have a material impact on the Company's net
earnings until 2005, when significant homesite sales are expected
to commence.

Earnings before income taxes from real estate property activities
were $25.8 million for the quarter ended February 29, 2004,
compared to $37.1 million for the same period in 2003. This
decrease was primarily due to lower equity in earnings of
unconsolidated partnerships and lower net rents (including net
rents categorized as earnings from discontinued operations),
partially offset by higher gains on sales of real estate property
assets.

Equity in earnings of unconsolidated partnerships was $3.5 million
for the quarter ended February 29, 2004, compared to $20.4 million
for the same period in 2003. This decrease was due to earnings
last year from one partnership, which is involved in the
development of approximately 585 acres of commercial and
residential land in Carlsbad, California. The partnership sold 75%
of its interest in the land in 2003 for a gain.

Net rents decreased to $10.9 million for the quarter ended
February 29, 2004, from $15.7 million for the same period in 2003.
This decrease in net rents was primarily due to a smaller
stabilized property portfolio for most of the first quarter of
2004 due to sales of stabilized properties throughout 2003, as
well as the loss of a tenant in the third quarter of 2003 that had
leased 100% of one of the Company's office buildings and which
made a $24 million payment last year to cancel its lease. These
decreases were partially offset by net rents from the portfolio of
income producing properties acquired from Newhall late in the
first quarter of 2004.

Over the past three years, the Company has limited its new
property acquisitions in favor of adding value to its existing
portfolio through development, repositioning and leasing. As
properties have come on-line, and the Company has maximized their
cash flows, the Company has taken advantage of strong buyer demand
by selling many of these assets at premium prices. As a result,
the Company's stabilized property portfolio and the corresponding
net rents from these properties have been declining. With the
acquisition of the income producing properties from Newhall late
in the first quarter, the Company's stabilized property portfolio
has increased significantly and an increase in net rents over the
first quarter of 2004 should be reflected in the next reported
quarter's results. At February 29, 2004, 58% of the Company's
$784.7 million owned property portfolio was stabilized. At
February 28, 2003, 54% of the Company's $735.7 million owned
property portfolio was stabilized.

Gains on sales of real estate property assets were $22.9 million
for the quarter ended February 29, 2004 (including $21.9 million
characterized as earnings from discontinued operations), compared
to $14.7 million for the same period in 2003. Gains on sales of
real estate property assets fluctuate from quarter to quarter
primarily due to the timing of asset sales. Gains in the first
quarter of 2004 were primarily related to the sale of one 420,000
square foot retail property located in Westbury, New York. The
loan on this property was part of a large CMBS transaction in
which LNR owns the junior bonds and is the special servicer. When
the loan went into default, the Company used its workout skills,
in its role as special servicer, and quickly took title to the
shopping center in the CMBS trust. LNR purchased the center out of
the trust for the par value of the loan and acquired an additional
free-standing store in the middle of the property that was
critical to the center's redevelopment plan, but was not part of
the collateral for the loan. The Company then brought in a major
national retailer to build a new store on the combined site and
renegotiated to relocate other tenants to accommodate the new
tenant. Once the shopping center was 100% leased and before
performing any development or construction work, the Company sold
the asset for a $21 million pretax profit and realized an 81%
unlevered return on the investment.

LNR's domestic real estate portfolio, including properties held in
unconsolidated partnerships, at quarter-end included approximately
7.9 million square feet of office, retail, industrial and
warehouse space, 0.6 million square feet of ground leases, 2,300
hotel rooms, and 11,000 apartments (9,500 in affordable housing
communities), either completed, under development or under
management. This compares with approximately 6.8 million square
feet of office, retail, industrial and warehouse space, 1.6
million square feet of ground leases, 2,100 hotel rooms, and
11,200 apartments (9,700 in affordable housing communities),
either completed, under development or under management twelve
months earlier. At February 29, 2004, LNR's wholly-owned operating
property portfolio, excluding $306.9 million of assets undergoing
development or repositioning and $56.9 million relating to the
affordable housing business, was yielding approximately 11% on net
book cost.

                     Real Estate Loans

LNR's real estate loan business consists of lending in unique
high- yielding situations. Earnings before income taxes from real
estate loans were $12.0 million for the quarter ended February 29,
2004, compared to $11.5 million for the same period in 2003. This
increase was primarily due to higher interest income.

Interest income from real estate loans increased 10% to $12.9
million for the quarter ended February 29, 2004, from $11.7
million for the same period in 2003. This increase was primarily
due to a higher average level of loan investments, partially
offset by income in the first quarter of 2003 realized from the
payoff of several loan investments that had been acquired at
discounts. Most of the Company's floating-rate interest is earned
on investments in structured junior participations in short-to-
medium term real estate loans ("B-notes").

During the first quarter, the Company funded three additional B-
note investments for $116.5 million, and received $33.1 million
from the payment in full of two B-note investments. Subsequent to
the end of the first quarter, the Company committed to fund three
additional B-note investments for $43.4 million. Assuming these
loans are funded, investments under the Company's B- note program
will have a face value of approximately $566.8 million, a 65%
increase over February 28, 2003.

                  Real Estate Securities

Earnings before income taxes from real estate securities were
$45.5 million for the quarter ended February 29, 2004, compared to
$36.0 million for the same period in 2003. This increase was
primarily due to higher gains on sales of securities, partially
offset by a decrease in interest income.

During the first quarter of 2004, the Company sold $28.7 million
face amount of investment grade CMBS through a resecuritization of
a non-investment grade CMBS bond (the "CDO"). The non-investment
grade bond, which had a face amount of $50.4 million, was
originally purchased in 1996 with a CCC rating. Due to the overall
strong performance of the securitization and LNR's efforts as
special servicer, the rating agencies subsequently upgraded the
bond to a BB+ rating. Taking into account the quality of the
collateral and LNR's involvement in the CDO transaction, the
rating agencies rated $28.7 million of the $50.4 million face
amount of the bonds from the CDO as investment grade. The Company
sold the $28.7 million face amount of investment grade bonds to
unrelated third parties for total cash proceeds of $30.3 million
and recognized a pretax gain of $17.3 million. The Company
retained the remaining $21.7 million face amount of bonds rated
BB+/BBB- to BB+/B. The yield on the retained bonds, which had an
amortized book cost of $7.5 million at February 29, 2004, was 26%.

Interest income from direct CMBS investments decreased to $26.6
million for the quarter ended February 29, 2004, from $32.6
million for the same period in 2003. This decrease was primarily
due to a lower average level of CMBS investments during the 2004
period.

The Company's annualized cash yield on its fixed-rate CMBS
portfolio was approximately 16%. The cash yield on the unrated
portion of this portfolio was approximately 31%.

During the quarter ended February 29, 2004, the Company acquired
$215.2 million face amount of non-investment grade fixed-rate CMBS
for $96.9 million and $11.9 million face amount of non-investment
grade floating-rate CMBS for $3 million. Subsequent to the end of
the quarter, the Company purchased or committed to purchase
securities in nine additional CMBS transactions. In these
transactions, the Company has acquired or expects to acquire
approximately $191.8 million face amount of non-investment grade
CMBS for approximately $109.5 million.

Assuming these transactions close as anticipated, the total face
amount of the Company's direct non-investment grade CMBS
investments will be approximately $2.5 billion with an amortized
cost of approximately $925 million. The rated portion of this
portfolio will be approximately $1.1 billion of face value with an
amortized cost of approximately $671 million. The unrated portion
of this portfolio will be approximately $1.4 billion of face value
with an amortized cost of approximately $254 million.

With these new transactions, the Company will have an investment
in or be the special servicer for which it earns fees for 138 CMBS
pools with an aggregate original face amount of approximately $125
billion, compared to 106 pools with an aggregate original face
amount of $87 billion at February 28, 2003.

               FINANCING AND CAPITAL STRUCTURE

During the first quarter of 2004, the Company issued $50 million
principal amount of 7.25% senior subordinated notes due 2013 and
completed the redemption at a premium of the remaining $45.3
million principal amount of its 10.5% senior subordinated notes
due 2009. As a result of the redemption of the 10.5% notes at a
premium, the Company recorded a pretax charge of $3.4 million to
earnings from continuing operations during the first quarter of
2004, which is included in the "Corporate and Interest" segment.

Also during the first quarter of 2004, the Company increased a
revolving line of credit through which it finances B-note
purchases from $220.0 million to $300.0 million, extending its
maximum maturity to February 2009.

At February 29, 2004, the Company had $1.8 billion of available
liquidity, which consisted primarily of cash and availability
under existing credit facilities. Only 9% of the Company's debt is
scheduled to mature over the next twelve months, assuming
extension options are exercised, most of which is expected to be
refinanced or paid off as related assets are sold in the coming
months. The Company's weighted average debt maturity was 6.3 years
at February 29, 2004, compared to 3.8 years at February 28, 2003.

In order to minimize the effects of interest rate risk, the
Company has continued its efforts to maintain a highly match-
funded balance sheet. At February 29, 2004, 59% of its debt was
fixed-rate, 11% was floating-rate but had been swapped to fixed-
rate, and 13% was match-funded against floating-rate assets. After
considering the floating-rate debt that had been swapped or match-
funded, only 17% of the Company's total debt remained floating-
rate. A 100 basis point change in LIBOR would impact the Company's
net earnings by $0.4 million, or $0.01 per share diluted.

Interest expense increased by 10% for the quarter ended February
29, 2004, compared to the same period in the prior year, primarily
due to higher average debt balances and slightly higher average
interest rates. The weighted average interest rate on outstanding
debt was 5.6% at February 29, 2004, compared to 5.8% at February
28, 2003.

The Company continues to believe that the assets on its balance
sheets are conservatively stated relative to fair values. At
February 29, 2004, based on management's internal analysis, asset
fair values exceeded their amortized book cost by approximately
$442 million. This includes approximately $341 million of excess
value that is not reflected on the balance sheet and relates
primarily to the property segment. The remainder represents
approximately $101 million of fair value in excess of amortized
cost related to the available-for-sale CMBS portfolio, which is
reflected on the balance sheet, but most of which has not yet been
reflected in earnings. This analysis ascribes no excess value to
the recently closed Newhall transaction or to the servicing rights
the Company has in 130 CMBS transactions, which are carried at
zero value on the Company's books.

At the end of the quarter, the Company was operating at a 1.67:1
net debt to book equity ratio and at a 1.39:1(1) net debt to
equity ratio, if book equity is adjusted to reflect the estimated
fair value in excess of what is on the balance sheet, excluding
any excess value for the Newhall transaction and CMBS servicing
rights.

LNR Property Corporation (S&P, B+ Senior Subordinated Debt and BB
Long-Term Counterparty Credit Ratings, Stable Outlook) is a market
leader in real estate finance, management, and development, with
proven expertise in adding value to commercial real estate assets,
including real estate properties, loans collateralized by real
estate properties and securities backed by loans on real estate
properties.


MAGELLAN HEALTH: Inks Stipulation Resolving Humana Military Claim
-----------------------------------------------------------------
On June 26, 2003, Humana Military 2/5, Inc. timely filed Claim
No. 2630 for $2,090,769.  Claim No. 2630 is based on contractual
obligations under a Subcontract Agreement dated March 31, 1998
between Humana and Magellan Debtor Green Spring Health Services,
Inc.  Pursuant to the Agreement, Green Spring provided certain
behavioral healthcare services on Humana's behalf for the TriCare
Regions 2/5 Program.  The Subcontract terminated pursuant
to its terms on April 30, 2003.

Under the terms of the Subcontract, Humana withheld amounts from
payments otherwise payable to Green Spring and maintained the
amounts in a fund for the payment or reimbursement of certain
financial obligations of Green Spring under the Subcontract.  As
of January 22, 2004, the Withhold Fund has a $3,503,397 balance.

After the Subcontract was terminated, disputes arose between the
parties relating to obligations.  The obligations in dispute
included those relating to:

   (a) payment by Green Spring of claims for health care services
       incurred prior to termination of the Subcontract;

   (b) reimbursement of Green Spring for health care service
       claims allegedly paid incorrectly;

   (c) reimbursement of Green Spring for claims satisfied out of
       amounts held in the Withhold Fund that were not the
       financial responsibility of Green Spring under the
       Subcontract;

   (d) reconciliation of certain price adjustments and
       risk-share liabilities under the Program;

   (e) collection and distribution of receivables from certain
       heath care service providers;

   (f) payment for change orders; and

   (g) payment of transition costs.

To resolve the claim amicably and without the expense and risk of
litigation, the Reorganized Debtors and Humana stipulate that
Humana will distribute $1,228,069 from the Withhold Fund to Green
Spring, subject to adjustments to the amount between the date of
execution of the Stipulation by the Parties and the time of
distribution for interest accruing for the account of Green
Spring and the Withhold Fund monthly account service fees
reducing the amount.  

The $2,275,328 in the Withhold Fund will be distributed to Humana
in full satisfaction of Green Spring's liabilities under the
Subcontract.  The Stipulation constitutes a full and final
settlement and compromise of Claim No. 2360, which is deemed to
be expunged in its entirety.  

Judge Beatty promptly approves the Stipulation.

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt will drop from the Company's balance
sheet and Onex Corporation will invest more than $100 million in
new equity. (Magellan Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


METROPOLITAN MORTGAGE: Files Petition for Litigation 'Freeze'
-------------------------------------------------------------
On Monday, March 22, 2004, attorneys representing Metropolitan
Mortgage & Securities Co., Inc., Summit Securities, Inc. and
Metropolitan Investment Securities, Inc. (collectively, the
"Debtors") filed a complaint in the U.S. Bankruptcy Court for the
Eastern District of Washington, seeking a stay of pending and
future litigation against the Debtors and their subsidiaries and
their respective directors and officers (collectively, the
"Insureds").

"This action was taken first in order to preserve the proceeds of
the Insureds' directors' and officers' liability insurance
policies and professional liability insurance policies," said Ford
Elsaesser, outside counsel to Summit Securities, adding, "the
insurance coverage represents a valuable asset of the Debtors'
bankruptcy estates that will potentially be reduced to the extent
that funds are expended to defend these matters."

Elsaesser further pointed out that "Debtors' officials feel the
insurance proceeds should be preserved as part of the assets
available to all claimants whose claims are valid and insured by
the Policies. During the bankruptcy process, the Debtors are
hopeful that outstanding civil litigation implicating the Policies
can be consolidated to further reduce costs and ensure an
equitable distribution to prevailing claimants."

According to Douglas Siddoway, a Randall & Danskin attorney
working with the Creditors Committee for Metropolitan Mortgage,
the Committee supports the filing "in order to preserve this
bankruptcy asset."

Based in Spokane, Washington, Metropolitan Mortgage & Securities
Co., Inc. is into the business of Insurance and Annuity
Operations. It, along with Summit Securities Inc., filed for
Chapter 11 protection (Bankr. E.D. Wash. Case No.: 04-00757) on
February 4, 2004. Bruce W. Leaverton, Esq. of Lane Powell Spears
Lubersky LLP and Doug B. Marks, Esq. of Elsaesser, Jarzabek,
Anderson, Marks, Elliot & McHugh represent the Debtors in their
restructuring efforts. As of petition filing date, Metropolitan
Mortgage listed assets of $420,815,186 and debts of $415,252,120.


MICROCELL: Files Final Prospectus for Equity Rights Offering
------------------------------------------------------------
CCNMatthews - Mar 24

Microcell Telecommunications Inc. (TSX: MT.A, MT.B) has filed a
final prospectus with the securities authorities in each province
of Canada in connection with its previously-announced rights
offering to holders of its Class A Restricted Voting Shares, Class
B Non-Voting Shares, First Preferred Voting and Non-Voting Shares,
and Second Preferred Voting and Non-Voting Shares.

Shareholders of record at the close of business on April 2, 2004
will receive one right for every share held. Every five rights
will entitle the holder to purchase one Class B Non-Voting Share
at a price of C$22.00 per share (equivalent to approximately
US$16.52 per share based on the current exchange rate) prior to
the expiry time of 5:00 p.m. (Montreal time) on April 28, 2004.
Rights not exercised before the expiry time will be void and of
no value. The rights will be listed on the Toronto Stock Exchange
from March 31, 2004 until 12:00 p.m. (Montreal time) on April 28,
2004.

Concurrently with the issuance of rights to Canadian shareholders
by way of a Canadian prospectus, rights may also be issued to
shareholders in the United States who are qualified institutional
buyers ("QIBs") and/or institutional accredited investors in
transactions exempt from the registration requirements of the
United States Securities Act of 1933.

For Canadian Federal income tax purposes, holders of the
Company's First Preferred Voting Shares, First Preferred
Non-Voting shares, Second Preferred Voting Shares and Second
Preferred Non-Voting Shares will be deemed to have received on
April 2, 2004 a dividend equal to the value of the rights on that
date. In the case of preferred shareholders that are not
residents of Canada, the Company will be required to withhold 25%
of the value of the rights distributed to them. As a result, the
Company's subscription agent, Computershare Trust Company of
Canada ("Computershare") is authorized to dispose of any rights
issued to non-Canadian holders and to use a portion of the
proceeds to satisfy any such withholding obligation. Certain U.S.
institutional investors entitled to receive the rights pursuant
to applicable exemptions will have the option to pay to
Computershare the amount of any withholding in order to avoid
having their rights sold in the market. Non-Canadian holders that
convert their Preferred Shares into Class A Restricted Voting
Shares or Class B Non-Voting Shares prior to April 2, 2004 will
not be subject to any such withholding.

The estimated net proceeds from the rights offering will be
approximately C$97 million. In addition, the Company may receive
up to an additional C$50 million from the concurrent minimum
purchase of Class B Shares by COM Canada, LLC, a private holding
company of Craig O. McCaw, which is acting as standby purchaser
for the rights offering.

The combined proceeds will be used by the Company to redeem its
Preferred Shares, and any balance will be used to fund capital
expenditures and for general corporate purposes.

The Company intends to give a notice of redemption pursuant to
which it shall redeem, as of May 1, 2004, Preferred Shares then
outstanding having a minimum redemption price of approximately
C$97 million and a maximum redemption price of approximately
C$147 million in the aggregate of its Preferred Shares subject to
applicable law and subject to and in accordance with the
provisions of the restated articles of incorporation of the
Company, including those relating to the application of equity
proceeds. Such redemption will be subject to the right of the
holders of Preferred Shares to convert such shares into Class A
Restricted Voting Shares or Class B Non-Voting Shares prior to
their redemption.

The notice of redemption will stipulate that no redemption will
occur in the event that the rights offering is not completed. The
redemption price of each Preferred Share so redeemed as of May 1,
2004 shall be C$16.39 per share, representing the redemption
price of the Preferred Shares as computed pursuant to the
Company's restated articles of incorporation.

In addition, Microcell appointed Merrill Lynch Canada Inc. as
exclusive soliciting dealer in connection with the rights
offering. Merrill Lynch will also provide advice and technical
support with respect to the solicitation by the Company of
Canadian shareholders and certain institutional shareholders in
the United States.

This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction, including the
United States, in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Any public
offering of securities to be made in the United States can only
be made by means of a prospectus pursuant to an effective
registration statement. Microcell has no intention of filing such
a registration statement in connection with this rights offering.

Microcell Telecommunications Inc. is a major provider, through
its subsidiaries, of telecommunications services in Canada
dedicated solely to wireless. Microcell offers a wide range of
voice and high-speed data communications products and services to
over 1.2 million customers. Microcell operates a GSM network
across Canada and markets Personal Communications Services (PCS)
and General Packet Radio Service (GPRS) under the Fido(R) brand
name. Microcell has been a public company since October 15, 1997,
and is listed on the Toronto Stock Exchange.

                          *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'B-' senior secured debt ratings to the first
priority debt of Microcell Telecommunications Inc.'s proposed bank
facility. Standard & Poor's also assigned its 'B-' senior secured
debt rating to the C$50 million revolver and tranche A (C$200
million equivalent) portions of Microcell Solutions Inc.'s credit
facility and its 'CCC-' senior secured debt ratings to the tranche
B (C$200 million equivalent) portion of the facility. Proceeds
will be used to refinance Microcell's existing bank debt. At the
same time, the 'CCC+' long-term corporate credit ratings on
Microcell Solutions and its parent Microcell Telecommunications
were affirmed. Should the transaction close as planned, the new
ratings will be assigned and existing ratings on the current bank
facility will be withdrawn. The outlook is developing.


MIKOHN GAMING: Posts $34.2 Million Net Loss at December 31, 2003
----------------------------------------------------------------
Mikohn Gaming Corporation (Nasdaq:MIKN), a leading provider of
diversified products and services used in the gaming industry
worldwide, reported a net loss before interest, depreciation,
amortization, slot rent, other expense/asset write-downs and the
early retirement of debt of $0.7 million, or $0.03 per share, for
the three months ended December 31, 2003 as compared to net income
of $8.2 million, or $0.63 per share, in the same period a year
ago.

Including interest, depreciation, amortization, slot rent, other
expense/asset write-downs and the early retirement of debt, the
net loss for the fourth quarter of fiscal 2003 was $22.5 million,
or $1.14 per share, as compared to net income of $0.1 million, or
$0.01 per share, during the same period a year ago.

For the year ended December 31, 2003, the Company recorded net
income before interest, depreciation, amortization, slot rent and
other expense/asset write-downs and the early retirement of debt
of $15.4 million, or $1.04 per share, as compared to net income of
$12.4 million, or $0.97 per share, during the same period a year
ago.

Including interest, depreciation, amortization, slot rent, other
expense/asset write-downs and the early retirement of debt, the
net loss for the year ended December 31, 2003 was $34.2 million,
or $2.33 per share, as compared to a net loss of $37.9 million, or
$2.95 per share, during the same period a year ago.

Other expense/asset write-downs and the early retirement of debt
of $13.8 million and $15.3 million were recorded in the three and
twelve months ended December 31, 2003, respectively, in connection
with the debt refinancing completed during the fourth quarter, the
write-down of various obsolete assets, the closure of all overseas
manufacturing operations and severance and other charges related
to the departure of former members of management. During the year
ended December 31, 2002, other expense/asset write-downs of $16.7
million were recorded in connection with the write-down of various
obsolete assets, severance and other costs related to staff
reductions and plant closures, and other charges related to the
departure of former members of management and the Board of
Directors.

Revenues for the fourth quarter of fiscal 2003 declined to $20.0
million from $28.7 million in the same period a year ago due
primarily to lower license fees from slot and table games, and
product sales. During the year ended December 31, 2003, revenues
declined to $91.8 million from $109.4 million in 2002 also due to
lower license fees from slot and table games, and product sales.
The decline in slot and table game revenues during the three and
twelve months ended December 31, 2003 as compared to the same
periods in 2002 was primarily the result of a decrease in the
installed base of slot and table game contracts. There was no
material shift in the fee per day for slot and table contracts in
2003 as compared to 2002. The decrease in product sales for both
periods during 2003 as compared to 2002 was primarily due to the
elimination of selling these products in Australia and a decrease
in demand in North America.

Revenues from systems sales increased to $4.4 million in the
fourth quarter of fiscal 2003 from $4.1 million in the 2002
quarter due primarily to increased demand by new and existing
customers. Systems sales revenues also increased during the 2003
fiscal year to $14.0 million from $9.4 million for the same
reason.

President and Chief Executive Officer Russel McMeekin stated: "Our
focus in 2003 was on mission critical issues related to liquidity,
balance sheet leverage, improving our gross margins and completing
our management reorganization in an effort to eliminate the
negative cash flow from the business model. These actions taken in
2003 will result in an incremental increase in free cash flow in
2004 between $8-$10 million, an improved balance sheet and
liquidity position and a business model founded on generating
revenues from licensing our technology and content at margins
higher than the former model which focused on both capital
intensive manufacturing and licensing game content."

At December 31, 2003, Mikohn Gaming Corporation's balance sheet
shows a recovery of shareholder equity at $7,389,000. At December
31, 2002, the company reported  a total stockholders'
equity deficit of $6,912,000

                     Financial Outlook

Chief Financial Officer Michael A. Sicuro stated: "With the
positive changes in our business model becoming more visible and
the first stage of the balance sheet restructuring complete,
Mikohn is poised to have significantly improved financial results
in 2004. We believe the trend in our revenues will stabilize
during the next two fiscal quarters, and will begin to increase
during the second half of 2004. We estimate revenues, EBITDA and
free cash flow to be $90-$100 million, $14-$20 million and $2-$4
million in 2004, respectively. In addition, we expect GAAP
reported net earnings to be between a loss of $8 million to
positive net earnings of $1 million, and to be at least break even
in the fourth quarter if we achieve the midpoint of our revenue
estimates. For the first quarter of fiscal 2004, we expect to
generate revenues from $19-$21 million which will result in a GAAP
reported net loss of $5-$6 million and negative free cash flow of
$1-$3 million."

Free cash flow is defined as the net change in cash and cash
equivalents at the beginning of a period as compared to the cash
and cash equivalents at the end of that same reporting period;
EBITDA is defined as earnings before interest, taxes, depreciation
and amortization. GAAP is defined as generally accepted accounting
principles as applied in the United States.

                        About Mikohn

Mikohn (S&P, B- Corporate Credit Rating, Negative Outlook) is a
leading supplier of innovative and diversified products and
services used in the gaming industry worldwide. The Company
develops, manufactures and distributes an expanding array of slot
games, table games and advanced player tracking and accounting
systems for slot machines and table games. The Company is also a
market leader in exciting visual displays and progressive jackpot
technology for casinos worldwide. There is a Mikohn product in
virtually every casino in the world. For further information,
visit the Company's website at http://www.mikohn.com/


MIRANT CORP: Brings-In Ernst & Young as Consultants
---------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, the Mirant
Corp. Debtors sought the Court's authority to employ Ernst & Young
LLP as consultants, nunc pro tunc to July 15, 2003.

While the Debtors already employed KPMG LLP, the Debtors asserted
that E&Y's employment is still necessary because under the
relevant provisions of the Sarbanes-Oxley Act, firms providing
accounting and auditing services are prohibited from providing
certain services relating to Sarbanes-Oxley compliance issues due
to the independence requirements of external auditors under the
Securities and Exchange Commission regulations.

In addition, while the Debtors already employed Deloitte & Touche
LLP as their tax advisors and consultants, the Debtors' employment
of E&Y is still necessary because of the synergies already
obtained by E&Y in connection with the Sarbanes-Oxley Compliance
Matters, not to mention the extra cost and expense the Debtors
would incur to have a new professional provide the same services.

Nevertheless, the Debtors believe that the consulting services
E&Y renders will not be duplicative of the services rendered by
any other of the Debtors' Chapter 11 professionals.  E&Y promised
to carefully coordinate its efforts with the other professionals
to make sure that its actions are not duplicative of the actions
the other professionals are taking.

As compensation, E&Y will charge the Debtors these hourly rates
of its professionals:

   Partners and Principals       $660 - 700
   Senior Managers                540 - 635
   Managers                       385 - 470
   Seniors                        280 - 370
   Staff                          190 - 270

During the 90 days prior to the Petition Date, the Debtors paid
E&Y $648,320 for fees and $754,876 to E&Y affiliate, Ernst &
Young Corporate Finance LLC.  Due to past representations, as of
the Petition Date, the Debtors still owe E&Y $8,400.  E&Y agree
to waive its prepetition claim if its engagement is approved.  

Prior to the Petition Date, EYCF received a $200,000 retainer
from Mirant Corporation.  As of the Petition Date, $121,404 of
the retainer remained and will be refunded to Mirant.

                       *     *     *

The Court authorizes the Debtors to employ Ernst & Young LLP as
their consultants, nunc pro tunc to July 15, 2003.

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)


MIRANT CORP: US Trustee Amends Equity Security Holders' Committee
-----------------------------------------------------------------
Pursuant to Section 1102(a) of the Bankruptcy Code, the U.S.  
Trustee for Region 17, William T. Neary, informs the Court that
as of March 11, 2004, the Equity Committee appointed in the
Chapter 11 cases of the Mirant Corp. Debtors is composed of:

   (1) Joann McNiff, Co-Chair
       Phaeton International/Phoenix Partners
       33 S. Franklin Avenue
       Bergenfield, NJ 07621
       (201) 385-2933
       Fax: (201) 385-2933
       jmcniff@optonline.net  

   (2) Morris Weiss, Co-Chair
       Tejas Securities Group, Inc.
       112 E. Pecan, Suite 1510
       San Antonio, Texas 78205
       (210) 226-1555
       Fax: (210) 226-7571
       mdweiss@tejassec.com  

   (3) Roger B. Smith
       301 Kemp Road
       Suwanee, GA 30024-1607
       (700) 418-1818
       Fax: (404) 842-4523
       rbsmith@bear.com

   (4) Andres Forero
       705 E. 43rd Street
       Austin, TX 78751
       (512) 380-7057
       Fax: (512) 380-7057
       aforero@mail.utexas.edu  

   (5) Michael Willingham
       9202 Meaux Drive
       Houston, TX 77031
       (713) 270-8740
       Fax: (866) 876-5362
       mwillingham1@yahoo.com  

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)


OREGON ARENA: Employs Foster Pepper as Bankruptcy Attorneys
-----------------------------------------------------------
Oregon Arena Corporation seeks authority from the U.S. Bankruptcy
Court for the District of Oregon to employ Foster Pepper Tooze LLP
as its bankruptcy attorneys.

Several months prior to the Petition Date, Foster Pepper already
worked with the Debtor to prepare for its bankruptcy filings.
Through this process, Foster Pepper has become familiar with the
Debtor's business operations and financial affairs and many of the
legal issues that will likely arise in the context of this Chapter
11 case.

Thus, Foster Pepper is a logical choice for counsel by the Debtor.
If the Debtor is forced to retain local counsel other than Foster
Pepper, the Debtor would incur substantial additional expenses and
delays associated with familiarizing new counsel with the Debtor's
financial affairs and business operations.

The attorneys who will be primarily designated to represent the
Debtor and their current standard hourly rates are:

      Name of Professional     Position   Billing Rate
      --------------------     --------   ------------    
      Michael R. Silvey        Attorney   $350 per hour
      Paul B. George           Attorney   $350 per hour
      Nancie K. Potter         Attorney   $275 per hour
      Carter M. Mann           Attorney   $240 per hour

The Debtor expects Foster Pepper to:

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

   b) assist the Debtor in maximizing the value of its assets
      for the benefit of all creditors and other parties in
      interest;

   c) pursue confirmation of a plan of reorganization;

   d) investigate any and all necessary and appropriate actions
      and/or proceedings on behalf of the Debtor in this Court
      and other appropriate jurisdictions;

   e) prepare on behalf of the Debtor all necessary
      applications, motions, answers, orders, reports, and other
      legal papers;

   f) appear in Court to protect the interests of the Debtor and
      its estate;

   g) assist the Debtor with the requirements of the Securities
      and Exchange Commission; and

   e) perform all other legal services for the Debtor during
      this Chapter 11 proceeding that may be necessary and
      proper for the Debtor's general business operations and
      general financial affairs.

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


ORLANDO HYATT HOTEL: Asset Sale Auction is Today
------------------------------------------------
On March 4, 2004, the U.S. Bankruptcy Court for the Middle
District of Florida approved the proposed sale of substantially
all of the assets of Orlando Hyatt Hotel Associates Limited
Partnership to the highest and best bidder.

A Bankruptcy Court-ordered auction will be held today, at 1:00
p.m., at 6375 West Irio Bronson Memorial Highway in Kissimmee,
Florida.  The Bankruptcy Court will be asked at a Sale Hearing on
April 14, 2004, to approve the sale of the business to the high
bidder.  

Orlando Hyatt Hotel filed for Chapter 11 relief on April 26, 2002
(Bankr. M.D. Fla. Case No. 02-04365-KSJ). R. Scott Shuker, Esq.,
at Gronek & Latham, LLP represents the Debtor in its liquidating
efforts.


PACIFIC GAS: Court Okays Deutsche Bank as Escrow & Paying Agent
---------------------------------------------------------------
Pacific Gas and Electric Company sought and obtained Court
approval to appoint Deutsche Bank Trust as Escrow Agent.

PG&E has chosen Deutsche Bank Trust Company Americas to serve as
escrow and paying agent with respect to the escrows for Disputed
Claims in Classes 5, 6 and 7 and Tax Claims.  Deutsche Bank Trust
is a subsidiary of Deutsche Bank.  Deutsche Bank has assets
exceeding $800,000,000,000, and has the extensive experience in
providing trust and agency services.

Deutsche Bank Trust has $41,500,000,000 in assets.  Deutsche
Bank's trust services group represents over 3800 corporations and
government agencies, servicing over $2 trillion in securities.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts. (Pacific Gas Bankruptcy News, Issue No. 73; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PACIFIC GAS: Chairman Says Co. Ready to Exit Bankruptcy Next Month
------------------------------------------------------------------
At the Morgan Stanley Global Electricity & Energy Conference,
Robert D. Glynn, Jr., Chairman, CEO and President of PG&E
Corporation (NYSE: PCG) said the company is on course to enter a
period that is more stable and more certain than at any time since
the onset of the California energy crisis in 2000, as its core
business, Pacific Gas and Electric Company, prepares to exit
Chapter 11 next month.

"In a few weeks, PG&E Corporation and Pacific Gas and Electric
Company will conclude PG&E's Chapter 11 process and turn the
corner to a period of significant stability," he said.

Glynn said that he believes the terms and assurances contained in
the nine-year settlement agreement with the California Public
Utilities Commission (CPUC) to resolve Pacific Gas and Electric
Company's Chapter 11 case, establish a strong foundation of
financial and regulatory stability as the company moves forward.
Further, he said if the CPUC approves the settlement agreement the
utility reached with consumer groups in its 2003 general rate case
(GRC) to set the utility's base gas and electric rates through
2006, the foundation will be even stronger.

Pacific Gas and Electric Company is now in the process of
completing the final steps required for its plan of reorganization
to become effective. A significant requirement was the completion
of a $6.7 billion bond offering, the proceeds of which will be
used to pay creditors on the effective date.

Both Standard & Poor's and Moody's Investors Service announced
investment grade credit ratings for the bonds. In addition,
Moody's upgraded the utility's issuer rating to investment grade
and S&P announced a prospective investment grade corporate credit
rating for the utility to be effective upon its exit from Chapter
11.

Other components of the financing include $2.1 billion in new
fully committed credit facilities of which approximately $335
million will be initially drawn, and $799 million in a bridge loan
to facilitate the re-issue of pollution control bonds. Proceeds of
the bond sale, bank borrowings, and approximately $2.6 billion of
cash on hand and $1.2 billion of reinstated debt and preferred
equity, will be used to satisfy roughly $11.7 billion in claims.

Glynn said that, under the terms of the plan of reorganization,
the plan will become effective 11 business days after all
conditions have been met. The company expects to officially exit
Chapter 11 during the week of April 12.

Upon exit from Chapter 11, the company will have met the goals it
said must be accomplished by any reorganization plan for the
utility: emerging as an investment grade company, satisfying all
valid creditor claims, and doing so without raising customers'
rates. In fact, the utility was recently able to lower customers'
electric rates by approximately $800 million in 2004 alone, with
the average bundled rate decreasing by 8 percent.

Glynn also outlined the utility's previously announced settlement
agreement to resolve its 2003 GRC reached with the CPUC's Office
of Ratepayer Advocates and other parties in September 2003. The
settlement agreement, which still must be approved by the CPUC to
become effective, contemplates a revenue increase of $326 million
for the utility's electric and gas distribution and electric
generation operations. This amount is already accounted for in
2004 rates, which reflect the 8 percent rate reduction approved by
the CPUC last month. The settlement agreement also provides for
timely revenue increases to cover the utility's rate base growth
and inflation starting this year through 2006.

"The GRC settlement agreement provides a level of predictability
on allowed costs that we've not had in the past, and as a result,
it provides significant advantages for us in our ability to plan
and manage the utility over the next few years," said Glynn.

Although the CPUC has not yet issued a final decision in the
utility's 2003 GRC, Glynn said the company anticipates the
settlement agreement will provide the basis for a final decision.

Glynn said the foundation created by the imminent resolution of
the utility's Chapter 11 case and the anticipated resolution of
the utility's 2003 GRC will allow the company to focus its efforts
on delivering increased value to customers and shareholders.

"Our company is exiting a period that has been uniquely uncertain
and challenging, and we're entering an era that we expect will be
uniquely stable," he said. "We intend to realize fully the
opportunities this creates for us to deliver increased value to
customers and shareholders."

Specifically, he said the company and the utility have agreed to
pursue securitization of the regulatory asset created under the
settlement agreement with the CPUC to resolve the utility's
Chapter 11 case to provide further rate reductions to customers,
and he restated the company's aspiration to declare common stock
dividends for shareholders by the second half of 2005.

A webcast replay of Glynn's presentation is available on the PG&E
Corporation web site at http://www.pgecorp.com/


PARMALAT GROUP: US Debtors Wants to Continue Rebate Program
-----------------------------------------------------------
The U.S. Parmalat Debtors sought and obtained the Court's
authority to continue all prepetition practices relating to their
rebate program.

According to Gary T. Holtzer, Esq., at Weil, Gotshal & Manges
LLP, in New York, the continuation of the Rebate Program is
essential to preserve customer loyalty and confidence in the U.S.
Debtors' commitment to their customers.

In the ordinary course of businesses, the U.S. Debtors employ a
rebate incentive program aimed at encouraging retail stores to
purchase their products.  Each time they enter into a new
purchase contract with a Retailer, or renew an old one, the U.S.
Debtors agree, under certain conditions, to refund a portion of
the Retailers' costs of purchasing their products.  The Retailers
receive rebates for volume purchased, as well as promotional
allowances provided by the Debtors.  The Retailers receive their
Rebates by check automatically on either a monthly, quarterly, or
annual basis, depending on the Retailer's specifically negotiated
contract.  Certain Retailers set off the amount of their Rebate
against future purchases from the Debtors.  The Rebates are paid
by check for 60% of the customers under the Rebate Program and
offset against accounts receivable for the remaining 40%.

The Court authorizes the U.S. Debtors to make Prepetition Rebate
Payments on account of the eligible Rebates.  The Debtors
estimate that, as of the Petition Date, the aggregate amount of
outstanding Rebates that relate to amounts purchased by the
Retailers before the Petition Date is $2,286,729.

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)   


PEABODY ENERGY: Elects William Coley & Henry Givens, Jr. to Board
-----------------------------------------------------------------
Peabody Energy (NYSE: BTU) announced that William A. Coley and Dr.
Henry Givens, Jr. have been elected directors, expanding Peabody's
board to 12 members. Mr. Coley was president of Duke Power and Dr.
Givens is president of Harris-Stowe State College.

"Bill Coley and Henry Givens possess experience and vision that
will enable us to provide continued strength and leadership in
corporate governance," said Chairman and Chief Executive Officer
Irl F. Engelhardt. "We welcome them to a very talented board of
directors."

Mr. Coley retired as president of Duke Power in February 2003
after a 37- year career with the organization. He joined Duke
Power as an engineer in 1966 and held a series of engineering,
operations and senior management roles there.

He was named senior vice president of customer operations and
elected to the Duke Power board of directors in 1990. He was named
president of the Associated Enterprises Group in 1994 and elected
president of Duke Power in 1997. Duke Power is a unit of Duke
Energy, one of the nation's largest utilities, serving
approximately 2.2 million customers in North Carolina and South
Carolina.

A native of Belmont, N.C., Mr. Coley graduated from the Georgia
Institute of Technology with a bachelor's degree in electrical
engineering. He is a registered professional engineer in North
Carolina and South Carolina.

Mr. Coley is a member of the North Carolina Economic Development
Board and co-chair of the Governor's Business Council for Fiscal
Reform. He has served as trustee of Queens University of Charlotte
and Union Theological Seminary in Richmond, Va. He also served as
chairman of the Charlotte Chamber of Commerce, the Arts and
Science Council fund drive and the Junior Achievement fund drive.

Dr. Givens is a native of St. Louis and president of Harris-Stowe
State College, a position he has held since Harris-Stowe became a
state institution in 1979. He began his career in education as a
teacher in the Webster Groves School District, was named principal
of the nation's first prototype magnet school, and was named
assistant to the superintendent of schools. He was the first
African American to serve as Assistant Commissioner of Education
in Missouri, holding the post for five years.

Dr. Givens earned his bachelor's degree at Lincoln University, his
master's degree at the University of Illinois and his doctorate at
Saint Louis University. He has participated in post-doctoral
studies in higher education administration at Harvard University
and has been recognized with dozens of national, state and local
awards, including two honorary doctorates of Humane Letters from
Lincoln University and St. Louis University.

He is affiliated with numerous educational organizations and honor
societies, including the American Association of State Colleges
and Universities board of directors, the Association of Governing
Boards, the Missouri Coordinating Board for Higher Education and
the National Alliance of Black School Educators.

            PEABODY ENERGY BOARD OF DIRECTORS

B. R. (Bobby) Brown served as Chairman, President and Chief
Executive Officer of Consol Energy Inc. and its predecessor
companies from 1977 - 1999. He also was Senior Vice President of
DuPont, Consol's controlling shareholder, from 1982 - 1992. Mr.
Brown's experience includes Senior Vice President at Conoco and
President and Chief Executive Officer of Remington Arms Co., Inc.
He is currently a director of Remington Arms and Delta Trust Bank
and is a former director of PNC Bank and Carnegie Mellon
University. Mr. Brown is an inductee in the West Virginia Mining
Hall of Fame and a recipient of the Distinguished Service Award
from the National Mining Association.

William A. Coley served as President of Duke Power and retired in
February 2003 after a 37-year career with the organization. Mr.
Coley is a registered professional engineer in North Carolina and
South Carolina. He was named Senior Vice President of Customer
Operations and elected to the Duke Power board of directors in
1990, named President of the Associated Enterprises Group in 1994
and elected President in 1997. Mr. Coley graduated from the
Georgia Institute of Technology with a bachelor's degree in
electrical engineering. He is a member of the North Carolina
Economic Development Board and co-chair of the Governor's Business
Council for Fiscal Reform. He has served as trustee of Queens
University of Charlotte and Union Theological Seminary in
Richmond, Va. He is also a director of CT Communications, Inc.,
SouthTrust Corporation and British Energy plc.

Irl F. Engelhardt is Chairman and Chief Executive Officer of
Peabody Energy. He joined the company in 1979 after a decade of
management consulting experience and held various officer-level
positions prior to being named Chief Executive Officer in December
1990. His business experience includes: Group Executive and
Director of Hanson Industries; Co-Chief Executive Officer of The
Energy Group; Chairman of Cornerstone Construction and Materials;
Chairman of Suburban Propane; Chairman of Citizens Power; and
Chairman of Peabody Resources Limited (Australia). He received a
bachelor of science degree in accounting from the University of
Illinois in 1968 and a master's in business administration from
Southern Illinois University in 1971. Among a number of industry
leadership positions, he is Chairman of the Center for Energy and
Economic Development, Co-Chairman of the Coal-Based Generation
Stakeholders Group and the National Mining Association's
Sustainable Development Committee and Health Reform Committee and
a member of The Business Roundtable and the Conservation Fund's
Corporate Council. Mr. Engelhardt is also a Director of U.S. Bank
N.A. in St. Louis and serves on the board of a number of civic
organizations.

Dr. Henry Givens is President of Harris-Stowe State College. He
began his career in education as a teacher in the Webster Groves
School District, was named principal of the nation's first
prototype magnet school and assistant to the superintendent of
schools. He was the first African American to serve as Assistant
Commissioner of Education in Missouri, holding the post for five
years. Dr. Givens earned his bachelor's degree at Lincoln
University, his master's degree at the University of Illinois and
his doctorate at Saint Louis University. He has participated in
post-doctoral studies in higher education administration at
Harvard University and has been recognized with dozens of
national, state and local awards, including two honorary
doctorates of Humane Letters from Lincoln University and St. Louis
University. He is affiliated with numerous educational
organizations and honor societies

William E. (Wilber) James is a Founding Partner of RockPort
Capital Partners LLC, a venture fund specializing in energy and
environmental technology and advanced materials. He is also
Chairman of RockPort Group, an international oil trading and
investment banking company. Prior to joining RockPort, Mr. James
co-founded and served as Chairman and Chief Executive Officer of
Citizens Power LLC, a leading power marketer. Previously, Mr.
James was a co-founder of the non-profit Citizens Energy
Corporation and served as Chairman and Chief Executive Officer of
Citizens Corporation, its for-profit subsidiary, from 1987 to
1996. Mr. James holds a bachelor of arts degree from Colorado
College. He serves on the board of directors of the African
Wildlife Foundation, the National Peace Corps Association's
Advisory Council and the Cape Ann Historical Association.

Robert B. Karn III is a financial consultant and former managing
partner in financial and economic consulting with Arthur Andersen
in St. Louis. Before retiring from Andersen five years ago, Mr.
Karn served in a variety of accounting, audit and financial roles
over a 33-year career, including Managing Partner in charge of the
global coal mining practice from 1981 through 1998. He is a
Certified Public Accountant and has led a number of civic
organizations. Mr. Karn serves on the board of directors of
Natural Resource Partners, a coal-oriented master limited
partnership that trades on the New York Stock Exchange.

Henry (Jack) E. Lentz is an Advisory Director for Lehman Brothers
Inc. He joined Lehman Brothers in 1971 and became a Managing
Director in 1976. In 1988, Mr. Lentz left Lehman Brothers to serve
as Vice Chairman of Wasserstein Perella Group, Inc. In 1993, he
returned to Lehman as a Managing Director and served as head of
the firm's worldwide energy practice. In 1996, he joined the
Merchant Banking Group as a Principal and in 2003 became a
consultant to the Merchant Banking Group. Mr. Lentz is currently a
director of Rowan Companies, Inc. and Curbo Ceramics, Inc. Mr.
Lentz holds an MBA from the Wharton School of Business at the
University of Pennsylvania.

William C. Rusnack is the former President and Chief Executive
Officer of Premcor Inc. Prior to joining Premcor in April 1998,
Mr. Rusnack was President of ARCO Products Company, the refining
and marketing division of Atlantic Richfield Company. During his
31-year career at ARCO, he was also President of ARCO
Transportation Company and Vice President of Corporate Planning.
Mr. Rusnack is a member of the American Petroleum Institute as
well as a member of the Dean's Advisory Council of the Graduate
School of Business at the University of Chicago and the National
Council of the Olin School of Business at Washington University in
St. Louis. He serves on a number of civic and corporate boards,
including Sempra Energy, The Urban League of Metropolitan St.
Louis, the St. Louis Science Center and the St. Louis Opera
Theatre. He holds a bachelor of science in general chemistry from
Indiana University of Pennsylvania and an MBA from the University
of Chicago.

Dr. James R. Schlesinger served as U.S. Secretary of Energy, U.S.
Secretary of Defense and Central Intelligence Agency (CIA)
Director. He is currently Chairman of the Board of Trustees of the
MITRE Corporation and serves as Counselor to the Center for
Strategic and International Studies. Dr. Schlesinger was U.S.
Secretary of Energy from 1977 to 1979. He held senior executive
positions for three U.S. Presidents, serving as Chairman of the
U.S. Atomic Energy Commission from 1971 to 1973, Director of the
Central Intelligence Agency in 1973 and Secretary of Defense from
1973 to 1975. Prior positions include Assistant Director of the
Office of Management and Budget, Director of Strategic Studies at
the Rand Corporation, Associate Professor of Economics at the
University of Virginia and Board of Governors of the Federal
Reserve System. Dr. Schlesinger holds bachelor of arts, master's
and doctoral degrees from Harvard University. He is a trustee at
the Atlantic Council, Center for Global Energy Studies; a fellow
of the National Academy of Public Administration; and a member of
the American Academy of Diplomacy.

Dr. Blanche M. Touhill is Chancellor Emeritus and Professor
Emeritus at the University of Missouri - St. Louis. Dr. Touhill
began her career in education at Queens College, City University
of New York, before joining UMSL as an assistant professor. Dr.
Touhill was named Vice Chancellor for Academic Affairs in 1987 and
assumed the responsibilities of Interim Chancellor in 1990. She
was named Chancellor in 1991. Dr. Touhill holds bachelor's and
doctoral degrees in history and a master's degree in geography
from St. Louis University. Dr. Touhill has served on a number of
civic and corporate boards, including Trans World Airlines, Delta
Dental, the Urban League of St. Louis, Civic Progress and the
Missouri Botanical Gardens. In 1997, she was named the St. Louis
Citizen of the Year.

Sandra A. Van Trease is President and Chief Executive Officer of
UNICARE, one of the fastest-growing segments of Wellpoint Health
Networks, Inc. Wellpoint is a large health insurance company,
based in California, which last year purchased RightCHOICE Managed
Care, Inc. Ms. Van Trease held the positions of President and
Chief Operating Officer and previously Executive Vice President
and Chief Financial Officer of RightCHOICE. Prior to joining
RightCHOICE in 1994, she was a Senior Audit Manager with Price
Waterhouse. She is a Certified Public Accountant and Certified
Management Accountant. Ms. Van Trease serves on the boards of a
number of civic organizations in the St. Louis area and on U.S.
Bancorp's St. Louis board of directors.

Alan H. Washkowitz is a Managing Director of Lehman Brothers Inc.
and part of the firm's Merchant Banking Group, with responsibility
for the oversight of Lehman Brothers Merchant Banking Partners II
L.P. Mr. Washkowitz joined Kuhn Loeb & Co. in 1968 and became a
general partner of Lehman Brothers in 1978 when Kuhn Loeb & Co.
was acquired. Prior to joining the Merchant Banking Group, Mr.
Washkowitz headed Lehman Brothers' Financial Restructuring Group.
He is currently a director of CP Kelco Inc., L-3 Communications
Corporation and K&F Industries, Inc. Mr. Washkowitz holds an MBA
from Harvard University and a Juris Doctorate from Columbia
University.

                        ABOUT PEABODY

Peabody Energy (NYSE: BTU) is the world's largest private-sector
coal company, with 2003 sales of 203 million tons and $2.8 billion
in revenues. Its coal products fuel approximately 9.8 percent of
all U.S. electricity generation and nearly 2.5 percent of
worldwide electricity generation.


As reported in the Troubled Company Reporter's March 22, 2004
edition, Fitch Ratings has assigned a 'BB' rating to Peabody
Energy's (BTU) new $250 million senior unsecured notes due 2016.
At the same time Fitch affirms Peabody's 'BB+' rating on the
revolving credit facility and bank term loan and the 'BB' rating
on its $450 million senior unsecured notes due 2013. The Rating
Outlook remains Positive.

Also, as previously reported, Standard & Poor's Ratings Services
affirmed all its ratings on Peabody Energy Corp. and assigned its
'BB-' rating to the company's $200 million senior unsecured notes
due 2016. In addition, Standard & Poor's assigned its '1' recovery
rating to Peabody's $1.3 billion senior secured credit facility.
This and the existing 'BB+' rating on the credit facility (which
is one notch higher than the corporate credit rating) indicate a
high expectation of full recovery of principal in the event of a
default.

"The ratings on St. Louis, Mo.-based Peabody Energy Corp. reflect
its aggressive financial leverage, including its significant debt-
like liabilities," said Standard & Poor's credit analyst Thomas
Watters. "The ratings also reflect the company's leading market
position; its substantial, diversified reserve base; and
contractual coal sales."


PENTHOUSE: Completes $4 Million Private Placement with Mercator
---------------------------------------------------------------
Penthouse International (OTCBB:PHSL), a diversified holding
company with operating subsidiaries in adult entertainment and
real estate, has closed a $4 million private placement of
convertible preferred stock to Mercator Advisory Group, LLC,
through its designated funds, the Mercator Momentum Fund and the
Mercator Momentum Fund III, both accredited institutional
investors.

Penthouse used the proceeds to complete its acquisition of
Internet Billing Company LLC (iBill). iBill is now a wholly owned
subsidiary of Penthouse International, Inc. and will operate as a
completely independent division from other Penthouse subsidiaries,
including General Media, Inc., which is in reorganization.
Penthouse International also owns real property in Manhattan, New
York and Zijuatanejo-Ixtapa, Mexico.

"Mercator is a valuable strategic investor for Penthouse," said
Claude Bertin. "Mercator is responsive in its analytical approach
and its execution which compliments other institutional
investments committed to Penthouse in the prior several weeks."

Penthouse has disclosed in recent weeks debt and equity financing
commitments totaling over $116 million that is to be provided to
General Media and Penthouse by its main shareholder, Dr. Luis
Enrique Fernando Molina, and several institutional investors.

Harry Aharonian, Portfolio Manager for the Mercator Advisory Group
stated, "After performing our due diligence, in our opinion we
believe that Penthouse's acquisition of iBill compliments its
current business model and we believe Penthouse will achieve
organic growth from its subsidiaries which will ultimately bring
shareholder value. We welcome the investment into our portfolio."

               About Mercator Advisory Group, LLC.

The Mercator Advisory Group, through its designated managed equity
funds, specializes in direct equity investments in public
companies. Our strategy is to make investments into small to mid
cap companies that show strong potential for near and long-term
appreciation. MAG incorporates strict selection criteria for our
portfolio companies including a company's liquidity, fundamental
analysis within its own space and the ability of the company's
management to show a path toward growth. We often place our
investments by formalizing long-term strategies with management
with milestones to track progress. Our commitments are usually
subject to the company executing on predetermined milestones that
ultimately achieve greater shareholder equity.

              About Penthouse International, Inc.

Penthouse International, Inc., through its subsidiaries General
Media, Inc., Del Sol Investments LLC and PH Realty Associates LLC
and iBill, is a brand-driven global entertainment business founded
in 1965 by Robert C. Guccione. General Media's flagship PENTHOUSE
brand is one of the most recognized consumer brands in the world
and is widely identified with premium entertainment for adult
audiences. General Media caters to men's interests through various
trademarked publications, movies, the Internet, location-based
live entertainment clubs and consumer product licenses. General
Media licenses the PENTHOUSE trademarks to third parties worldwide
in exchange for recurring royalty payments. Penthouse's iBill
subsidiary is the premier provider of turnkey e-commerce solutions
for online businesses around the world.

Penthouse International, Inc.'s September 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $70 million.


PILLOWTEX: Signs Deal Recharacterizing 3 Key-Assigned Lease Pacts
-----------------------------------------------------------------
Between June 16, 1999 and July 30, 1999, Debtor Pillowtex
Corporation entered into three lease agreements with General
Electric Capital Corporation under which Pillowtex used GECC's
production equipment for the Debtors' manufacturing operations:

   (a) Production Equipment Lease Agreement No. Series 8-A,
       having a capitalized lessor's cost of $3,007,393;

   (b) Production Equipment Lease Agreement No. Series 8-A1,
       having a capitalized lessor's cost of $1,546,200; and

   (c) Production Equipment Lease Agreement No. Series 18-A,
       having a capitalized lessor's cost of $602,600.

GECC later assigned all its right, title, interest and
obligations under the three Lease Agreements to Key Equipment
Finance, a division of Key Corporate Capital, Inc.  On May 9,
2002, the Debtors assumed the Three Lease Agreements.

In an Assignment and Bill of Sale with Crescent Financial LLC,
dated September 30, 2003, Key assigned to Crescent, an affiliate
of GGST, the three Lease Agreements and substantially all of
Key's rights, title, interest, claims and remedies under the
Lease Agreements and in the Equipment for $600,000.

On October 7, 2003, the Court approved the sale of substantially
all of the Debtors' assets to GGST.  Pursuant to the Sale
Agreement, the parties must jointly determine prior to the
closing of the sale of the Assets, whether each Subject Capital
Lease must be treated as a true lease or recharacterized as a
financing lease or secured loan under the Bankruptcy Code.  
Accordingly, with the Court's approval, the Debtors, Crescent and
GGST stipulate and agree that:

   (a) The three Lease Agreements are not true leases under the
       Bankruptcy Code and, thus, recharacterized as financing
       leases or secured loans;

   (b) The Equipment is property of the Debtors' estates;

   (c) Crescent, as assignee of Key, has a valid, binding,
       enforceable and perfected, first priority security
       interest in the Equipment and, accordingly, a secured
       claim against Pillowtex equal to the liquidation value of
       the Equipment;

   (d) As of the Petition Date, the aggregate balance due or to
       become due under the Lease Agreements was $1,166,266;

   (e) The liquidation value of the Equipment is $600,000;

   (f) In consideration of the Secured Claim, the Debtors will
       transfer to GGST good legal and beneficial title to the
       Equipment, free and clear of all liens, claims,
       encumbrances and interests of any kind or nature;

   (g) GGST will have an allowed unsecured prepetition non-
       priority deficiency claim against the Debtors for $566,266
       and will not be required to file a proof of claim; and

   (h) Crescent and GGST fully and forever releases and
       discharges the Debtors of and from any and all claims
       against the Debtors that Crescent or GGST has or may have
       under or relating to the three Lease Agreements.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sells top-of-the-bed products to  
virtually every major retailer in the U.S. and Canada. The Company
filed for Chapter 11 protection on November 14, 2000 (Bankr. Del.
Case No. 00-4211).  David G. Heiman, Esq., at Jones, Day, Reavis &
Poque represents the Debtors in their restructuring efforts.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


REAL ESTATE SYNTHETIC: S&P Rates Series 2004-A Notes
----------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Real
Estate Synthetic Investment Securities Series 2004-A's $162.718
million notes.

The ratings are based on a level of credit enhancement that meets
Standard & Poor's requirements given the quality of the loans,
distribution of the mortgaged properties, and a legal structure
designed to minimize potential losses to certificateholders caused
by the insolvency of the issuer.
   
                        RATINGS ASSIGNED
        Real Estate Synthetic Investment Securities Series 2004-A
   
        Class             Rating      Amount (mil $)
        B3                A                   58.578
        B4                A-                  19.526
        B5                BBB                 26.035
        B6                BBB-                13.017
        B7                BB                  16.923
        B8                BB-                  5.207
        B9                B+                  10.414
        B10               B                    6.509
        B11               B-                   6.509


RELIANCE: Court Issues Conditions for LaManna Settlement Approval
-----------------------------------------------------------------
Certain individuals asserted claims for alleged breach of
fiduciary duty under Section 502(a)(2) of the Employee Retirement
Income Security Act of 1974, relating to their investments in
Reliance Group Holdings, Inc.'s publicly traded common stock.
They filed a class action on July 17, 2001 captioned LaManna, et
al. v. Steinberg, et al., Civil Act. No. 01 CV 3571 (Judge Anita
B. Brody), in the United States District Court for the Eastern
District of Pennsylvania.

The Reliance Group Debtors are not parties to the LaManna Action,
but they are involved as owners of insurance policies that are
property of the estates.  The Parties are:

   -- Plaintiffs: Camille LaManna and Eileen Stutzbach,
      individually, on behalf of the Reliance Savings Incentive
      Plan and as representatives of the Class;

   -- Defendants: Saul P. Steinberg, Robert M. Steinberg, Lowell
      C. Freiberg, George E. Bello, James E. Yacobucci, Joel H.
      Rothwax, Bruce L. Sokoloff, Leslie Fishkin and Ann
      E. Colleran;

   -- the Reliance Savings Incentive Plan;

   -- certain Underwriters at Lloyd's, London and Companies
      subscribing to policy numbers 823/FD9701593, 542/FO120D96,
      823/FO1307D97, 823/FD9798178 and 823/FD9900896; and

   -- the Insurance Commissioner of Pennsylvania as Liquidator of
      RIC, which is the Plan Administrator of the Reliance
      Savings Incentive Plan.

On August 30, 2002, the Defendants filed three requests to
dismiss that, although fully briefed, remain sub judice. Discovery
was stayed while the Parties to the LaManna Action were referred
to United States Magistrate Judge Diane M. Welsh, U.S. District
Court for the Eastern District of Pennsylvania, to conduct
settlement discussions.

The LaManna Action Parties held numerous good faith, arm's-length
negotiating sessions over the next 14 months attempting to settle
the ERISA Claims, with the assistance of Judge Welsh.  As a
result, the LaManna Action Parties, assessing the risks and costs
of litigation, determined to settle the LaManna Claim under these
terms:

     (1) Releases:

         (a) the Plaintiffs will forever release the Defendants
             from all Settled Claims;

         (b) RIC, as the Plan Administrator, releases the parties
             to the Settlement;

         (c) the Insurers release the Plaintiffs; and

         (d) the Defendants release claims to insurance coverage
             and the Insurers for their part in the litigation.

     (2) Coverage:

         (a) the Defendants retain the right to seek insurance
             coverage for indemnity, costs, expenses and fees for
             any claims not settled; and

         (b) the Insurers, on behalf of the Defendants, will pay
             $5,000,000 to settle the LaManna Claim;

                (i) the Insurers will pay $60,000 from the
                    $5,000,000 to Fidelity Employer Services
                    Company to pay administrative fees and costs
                    associated with mailing the Class Notice and
                    calculating and applying the Plan of
                    Allocation.  This amount is not recoverable
                    if the Settlement is not approved by the
                    District Court;

               (ii) the Insurers, on behalf of Defendants, will
                    pay Class Counsel, from the $4,940,000
                    remaining from the Settlement Amount, the
                    amount awarded by the District Court, plus
                    the amount awarded to the Plaintiffs; and

              (iii) the Insurers will pay the balance of the
                    Settlement Amount to Fidelity Management
                    Trust Company for allocation to Class
                    Members.

The LaManna Action Parties ask Judge Gonzalez to approve the
Settlement Agreement.  The LaManna Action Parties also ask the
Court to preclude creditors of the Debtors' estates from taking
actions inconsistent with the Settlement.  The Parties are seeking
approval for the Settlement in the Commonwealth Court and the
Pennsylvania Court.

                        *   *   *

Judge Gonzalez rules that the request will be granted when:

   (a) the United States District Court for the Eastern District
       of Pennsylvania grants the Preliminary and Final Order in
       the LaManna Action; and

   (b) the Liquidation Court approves the Settlement and the
       payment of the Retainer Amount.

When both conditions are satisfied, the Bankruptcy Order will
become final and binding and the request will be granted in all
respects.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Reliance Insurance Company.  The
Company filed for chapter 11 protection on June 12, 2001 (Bankr.
S.D.N.Y. Case No. 01-13403).  When the Company filed for
protection from their creditors,  they listed $12,598,054,000 in
assets and $12,877,472,000 in debts. (Reliance Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


RESIDENTIAL ACCREDIT: Fitch Takes Actions on 35 Securitizations
---------------------------------------------------------------
Fitch Ratings has taken various actions on the following
Residential Accredit Loans, Inc. mortgage asset-backed pass-
through certificates as follows:

     Series 1997-QS4

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AAA';
        --Class M-3 affirmed at 'AAA';
        --Class B-1 affirmed at 'A+';
        --Class B-2 affirmed at 'BB+'.

     Series 1997-QS5

        --Classes A, R affirmed at 'AAA';
        --Class M-1 upgraded to 'AAA' from 'AA';
        --Class M-2 upgraded to 'AAA' from 'A';
        --Class M-3 upgraded to 'BBB+' from 'BBB';
        --Class B-1 affirmed at 'BB' ;
        --Class B-2 remains at 'CCC'.

     Series 1997-QS7

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AAA' ;
        --Class M-3 affirmed at 'A+';
        --Class B-1 affirmed at 'BB';
        --Class B-2, rated 'B', placed on Rating Watch Negative.

     Series 1998-QS4

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AAA';
        --Class M-3 affirmed at 'A+';
        --Class B-1 affirmed at 'BB+';
        --Class B-2 affirmed at 'B'.

     Series 1999-QS2

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AAA';
        --Class M-3 affirmed at 'A-';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 1999-QS9

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 upgraded to 'AAA' from 'AA';
        --Class M-3 upgraded to 'BBB+' from 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 1999-QS10

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 upgraded to 'AA+' from 'AA';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 remains at 'C'.

     Series 1999-QS11

        --Classes CB, NB, A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 upgraded to 'AAA' from 'AA';
        --Class M-3 affirmed at 'A-';
        --Class B-1 affirmed at 'BB';
        --Class B-2, rated 'B', placed on Rating Watch Negative.

     Series 1999-QS13

        --Classes CB, NB, A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 upgraded to 'AA+' from 'AA';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 downgraded to 'C' from 'CCC'.

     Series 1999-QS14

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed to 'AAA';
        --Class M-3 affirmed at 'A+';
        --Class B-1 affirmed at 'BB';
        --Class B-2 downgraded to 'C' from 'CCC'. Series 1999-QS15
        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 upgraded to 'AAA' from 'AA';
        --Class M-3 upgraded to 'BBB+' from 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 downgraded to 'CC' from 'CCC'.

     Series 2000-QS1

        --Classes CB, NB, A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AAA';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 downgraded to 'B-' from 'BB-';
        --Class B-2 downgraded to 'D' from 'C'.

     Series 2000-QS3

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 upgraded to 'AAA' from 'AA+';
        --Class M-3 affirmed at 'A-';
        --Class B-1 affirmed at 'BB';
        --Class B-2 downgraded to 'C' from 'B-'.

     Series 2000-QS5

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AAA';
        --Class M-3 affirmed at 'A';
        --Class B-1 affirmed at 'BB-'

     Series 2000-QS6

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AAA';
        --Class M-3 affirmed at 'A-';
        --Class B-1 affirmed at 'BB';
        --Class B-2 downgraded to 'C' from 'B-'.

     Series 2000-QS10

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AAA';
        --Class M-3 upgraded to 'AA-' from 'A+';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2000-QS11

        --Classes CB, NB, A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AA+';
        --Class M-3 affirmed at 'A+';
        --Class B-1 downgraded to 'B-' from 'BB';
        --Class B-2 downgraded to 'C' from 'B-'.

     Series 2000-QS12

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AAA';
        --Class M-3 upgraded to 'AA-' from 'A+';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2000-QS14

        --Classes CB, NB, A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 upgraded to 'AAA' from 'AA+';
        --Class M-3 affirmed at 'A';
        --Class B-1 affirmed at 'BB';
        --Class B-2 downgraded to 'B-' from 'B'.

     Series 2001-QS1

        --Classes CB, NB, A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AAA';
        --Class M-3 affirmed at 'AA-';
        --Class B-1 affirmed at 'BBB-';
        --Class B-2 affirmed at 'B'.

     Series 2001-QS3

        --Classes CB, NB, A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AAA';
        --Class M-3 affirmed at 'A-';
        --Class B-1 affirmed at 'BB';
        --Class B-2 downgraded to 'B-' from 'B'.

     Series 2001-QS4

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AA-';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 downgraded to 'B-' from 'B'.

     Series 2001-QS6

        --Classes CB, NB, A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AA';
        --Class M-3 affirmed at 'A';
        --Class B-1 affirmed at 'BB';
        --Class B-2, at 'B', placed on Rating Watch Negative.

     Series 2001-QS7

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'A+';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2001-QS10

        --Classes CB, NB, A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AA-';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2001-QS11

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'A+';
        --Class M-3 affirmed at 'BBB+';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2001-QS12

        --Classes A, R affirmed at 'AAA';
        --Class M-1 upgraded to 'AAA' from 'AA';
        --Class M-2 upgraded to 'A+' from 'A';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2001-QS13

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AAA';
        --Class M-2 affirmed at 'AA';
        --Class M-3 affirmed at 'A';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2001-QS17

        --Classes A, R affirmed at 'AAA';
        --Class M-1 upgraded to 'AA+' from 'AA';
        --Class M-2 affirmed at 'A';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2002-QS1

        --Classes A, R affirmed at 'AAA';
        --Class M-1 upgraded to 'AA+' from 'AA';
        --Class M-2 affirmed at 'A';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2002-QS2

        --Classes A, R affirmed at 'AAA';
        --Class M-1 upgraded to 'AA+' from 'AA';
        --Class M-2 affirmed at 'A';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2002-QS4

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AA';
        --Class M-2 affirmed at 'A';
        --Class M-3 affirmed at 'BBB'
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2002-QS5

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AA';
        --Class M-2 affirmed at 'A';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2002-QS6

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AA';
        --Class M-2 affirmed at 'A';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

     Series 2002-QS8

        --Classes A, R affirmed at 'AAA';
        --Class M-1 affirmed at 'AA';
        --Class M-2 affirmed at 'A';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 affirmed at 'BB';
        --Class B-2 affirmed at 'B'.

The upgrades are being taken as a result of low delinquencies and
losses, as well as increased credit support levels. The
affirmations are due to credit enhancement levels consistent with
future loss expectations. The negative rating actions reflect poor
performance of the underlying collateral in the transaction.


ROHN IND.: Reorganized Company Now Trading as Frankfort Tower
-------------------------------------------------------------
Effective February 17, 2004, the common stock of Frankfort Tower
Industries, Inc., will trade under the ticker symbol "FFTIQ".  As
previously reported, the Company (formerly known as ROHN
Industries, Inc.), sold substantially all of its operating assets
to Radian Communication Services Corporation, as part of its
ongoing Chapter 11 bankruptcy. The assets the Company sold
included the trade names "ROHN Industries, Inc." and "ROHN".
Because of the resulting name change, the Company will no longer
trade under the ticker symbol "ROHNQ".

The Company and related debtors currently continue their
operations for the sole purpose of the liquidation of any
remaining assets for the benefit of their creditors. Once the
remaining assets have been liquidated in an orderly fashion, the
proceeds will be administered to the bankruptcy estate and applied
to the claims and obligations pursuant to Chapter 11 of the United
States Bankruptcy Code. At this time, it is not anticipated that
the Company's shareholders will receive any recovery in the
bankruptcy proceedings.


ROSEWOOD CENTER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Rosewood Center, LLC
        6073 Sharonwood Drive
        Stevens Point, Wisconsin 54481

Bankruptcy Case No.: 04-11704

Chapter 11 Petition Date: March 12, 2004

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Daniel R. Freund, Esq.
                  Freund Law Office
                  920 South Farwell Street, Suite 1800
                  P.O. Box 222
                  Eau Claire, WI 54702-0222
                  Tel: 715-832-5151
                  Fax: 715-832-5491

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20-largest creditors.


SIGNS NOW OF OREGON: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Signs Now of Oregon Inc.
        dba Signs Now of Oregon
        5541 North East 122nd Avenue #310
        Portland, Oregon 97230

Bankruptcy Case No.: 04-42494

Type of Business: The Debtor is a full service sign shop from
                  simple text signs to full color digital
                  graphics.  See http://www.signsnownw.com/

Chapter 11 Petition Date: March 12, 2004

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Richard G. Birinyi, Esq.
                  Bullivant Houser Bailey PC
                  1601 5th Avenue #2400
                  Seattle, WA 98101-1618
                  Tel: 206-292-8930

Total Assets: $414,989

Total Debts:  $1,731,120

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Weststar Loan Servicing Corp                            $320,000
P.O. Box 2078
Portland, OR 97208

Bank of the West              Value of Collateral:      $292,783
SBA Division                  $233,000
P.O. Box 61000
Truckee, CA 96160

Signs Now Corporation                                   $240,000

Qwest Dex/Fidelity                                      $115,000
Collection Service

Northwest Sign Supply                                    $62,000

Northwest Sign Supply (OR)                               $56,042

State of Washington                                      $53,469

Northgate Station                                        $29,838

Verizon Directories Corp.                                $29,617

Deringer's Properties, Inc.                              $26,703

Wells Fargo Businessline                                 $24,772

Dawn Hardley                                             $20,488

First Industrial, L.P.                                   $20,420

American Express Data                                    $16,116

Christenson Barclay & Shaw                               $14,420
Inc.

Ford Motor Credit Company                                $11,703

Dept Consumer & Business                                 $11,446
Service

A&F Properties                                           $11,036

Andresen Plaza                                           $10,466

Brekke Postal Station                                     $9,900


SOLUTIA INC: Proposes to Set Up Non-Core Asset Sale Procedures
--------------------------------------------------------------
In connection with the day-to-day operation of their businesses,
the Solutia, Inc. Debtors maintain a diverse array of assets,
including real, personal and intangible property.  The Debtors
have determined that certain of these assets are no longer
necessary for the successful operation and reorganization of their
businesses.  The Debtors believe that the prudent course, after
identifying that an asset is either unproductive or non-essential,
is to market the asset for sale or in some cases, donate or
abandon it.  By doing so, the Debtors expect to:

   (a) streamline their operations by eliminating the need to
       track and maintain equipment and other property not
       central to their businesses;

   (b) in certain circumstances, make room for the purchase of
       replacement equipment or other assets; and

   (c) improve liquidity or reduce debt service by realizing
       sale proceeds.

The Debtors anticipate that during the pendency of their Chapter
11 cases, they will attempt to sell a number of non-core assets
that are of relatively de minimis value compared to their total
asset base, which is on a consolidated basis over $2,900,000,000.  
Many of the asset sales may constitute transactions outside the
ordinary course of the Debtors' business that typically would
require individual Court approval.

Mr. Cieri contends that requiring Court approval for each
miscellaneous asset sale would be administratively burdensome to
the Court and costly for the Debtors' estates.  In certain cases,
the costs and delays associated with seeking individual Court
approval of a sale would potentially eliminate, or substantially
undermine, the economic benefits of the transaction.

Accordingly, to reduce these burdens and costs, the Debtors ask
the Court to approve the proposed Non-Core Asset Sale Procedures.

Under the proposed process, the Debtors will use the Non-Core
Asset Sale Procedures to obtain more expeditious and cost-
effective review by interested parties, in lieu of individual
Court approval, of certain sales involving less valuable, non-
core assets.  All other sale transactions outside the ordinary
course of the Debtors' businesses would remain subject to Court
approval on an individual basis.

               The Non-Core Asset Sale Procedures

(1) Transactions

    The Non-Core Asset Sale Procedures would apply only to asset
    sale transactions outside the ordinary course of business
    involving, in each case, the transfer of $5,000,000 or less,
    as measured by the amount of cash and other consideration to
    be received by the Debtors on account of the assets to be
    sold, including any assumption of liabilities or payment by
    the buyer of aggregate cure costs in connection with the
    assumption and assignment of any related executory contracts
    and unexpired leases.  The Debtors would be permitted to use
    the Non-Core Asset Sale Procedures to sell assets that are
    encumbered by liens, encumbrances or other interests only if
    the holders consent to the sale.  Similarly, the Debtors
    would be permitted to sell assets co-owned by a Debtor and a
    third party only upon express or implied consent of the co-
    owner.

(2) Notice

    For Non-Core Asset Sales for which the total consideration is
    between $250,000 and $5,000,000 or for which a donation or
    abandonment is contemplated, the Debtors propose these
    procedures:

    (a) After the Debtors enter into a contract or contracts
        contemplating a Non-Core Asset Sale, they will serve a
        notice of the proposed sale on:

        -- the United States Trustee for the Southern District
           of New York;

        -- counsel to the Creditors Committee;

        -- counsel to the Official Committee of Retirees;

        -- counsel to the agents for the Debtors' postpetition
           secured lenders;

        -- counsel to the Indenture Trustee for the secured
           public debt service issued by the Debtors;

        -- counsel to the Ad Hoc Committee for the secured
           public debt securities issued by the Debtors;

        -- all other known parties holding or asserting liens
           on or other interests in the assets that are the
           subject of the proposed sale; and

        -- if applicable, the non-debtor parties to all
           executory contracts and unexpired leases that the
           Debtors propose to assume and assign.

    (b) Each Sale Notice must include these information with
        respect to the proposed sale:

        -- a description of the assets and their locations;
  
        -- the identity of the non-debtor party to the proposed
           sale and any relationships between the party and the
           Debtors;

        -- the identities of any parties holding lien on or other
           interests in the assets proposed to be sold, and a
           statement indicating that all liens and interests are
           capable of monetary satisfaction;

        -- the material economic terms and conditions of the
           proposed sale;

        -- identification of the executory contracts and
           unexpired leases that the Debtors propose to assume
           and assign in connection with the proposed sale and
           the related cure amounts;

        -- instructions regarding the procedures to assert
           objections to the proposed sale; and

        -- the Debtors' basis for believing that the
           consideration for the sale is fair and equitable or
           that donation or abandonment is appropriate.

    With respect to each Sale Notice, the Interested Parties have
    through 5:00 p.m. on the 10thcalendar day after the service
    date to object to the proposed sale.  If no objections were
    properly asserted before the expiration of the Notice Period,
    the Debtors would be authorized to consummate the Proposed
    Sale.  Upon either the expiration of the Notice Period
    without the receipt of any objections or the written consent
    of all interested parties, the proposed sale would be deemed
    final and fully authorized by the Court.

    If any significant economic terms of the proposed sale were
    amended after transmittal of the Sale Notice but before the
    expiration of the Notice Period, the Debtors would be
    required to send a revised Sale Notice to all Interested
    Parties describing the sale as amended.  If a revised Sale
    Notice is required, the Notice Period would be extended for
    an additional five calendar days.

(3) Objection Procedures

    Objections to any proposed Non-Core Asset Sale must:

    (a) be in writing;

    (b) be served on the Interested Parties and the Debtors'
        counsel before the expiration of the Notice Period; and

    (c) state with specificity the grounds for objection.

(4) De Minimis Non-Core Asset Sales

    A De Minimis Sale will be deemed final and fully authorized
    by the Court, without following the Notice Procedures and
    without further Court approval.  De Minimis Sales are any
    Non-Core Assets Sales involving:

    (a) the transfer of $250,000 or less in total consideration
        or value;

    (b) no proposed assumption and assignment of any executory
        contracts; and

    (c) no known parties other than the DIP Lenders and the
        Indenture Trustee of the 11.25% Debentures hold or assert
        liens or other interests in the De Minimis Sale.

    Within 45 days after the end of each quarter, the Debtors
    will provide interested parties with a report itemizing the
    assets sold and consideration received for each De Minimis
    Sale completed during the quarter.

(5) Effect of Sale

    The Debtors propose that, for each Non-Core Asset Sale,
    buyers will take title to the assets free and clear of liens,
    claims, encumbrances and other interests, pursuant to Section
    363(f) of the Bankruptcy Code.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications. The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Company filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SP POULSBO PLACE: Voluntary Chapter Case Summary
------------------------------------------------
Debtor: SP Poulsbo Place II Limited Partnership
        1201 Third Avenue Suite 5400
        Seattle, Washington 98101

Bankruptcy Case No.: 04-13299

Chapter 11 Petition Date: March 11, 2004

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Diana K. Carey, Esq.
                  Karr Tuttle Campbell
                  1201 3rd Ave Ste 2900
                  Seattle, WA 98101-3028
                  Tel: 206-224-8066
                  Fax: 206-682-7100

Total Assets: $2,807,724

Total Debts:  $4,256,471

The Debtor did not file a list of its 20-largest creditors.


STOLT OFFSHORE: Trading Restrictions on New Shares Lifted
---------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO),
announced that the transfer restrictions have been lifted on the
45.5 million Common Shares, which were issued in the private
placement and on which trading commenced on March 12, 2004.

The ISIN number under which the new shares have been trading and
the STON ticker code will be cancelled on March 25, 2004. All
Stolt Offshore shares registered on the Oslo Bors will trade under
the original ISIN number and STO ticker code from that date.

Stolt Offshore is a leading offshore contractor to the oil and gas
industry, specialising in technologically sophisticated deepwater
engineering, flowline and pipeline lay, construction, inspection
and maintenance services. The Company operates in Europe, the
Middle East, West Africa, Asia Pacific, and the Americas.

                         *    *    *

As reported in Troubled Company Reporter's January 2, 2004
edition, Stolt Offshore S.A. obtained an extension from
December 15, 2003 until April 30, 2004 of the waiver of banking
covenants.

Stolt Offshore continues discussions with its lenders towards a
long-term agreement.


STRUCTURED ASSET: Fitch Affirms BB+ Rating on Class I Notes
-----------------------------------------------------------
Structured Asset Securities Corp.'s multi-class pass-through
certificates, series 1996-CFL, are upgraded by Fitch Ratings as
follows:

        --$48 million class H to 'AAA' from 'AA'.

The following classes are affirmed by Fitch:

        --Interest-only classes X-1 and X-2 'AAA';
        --$12.4 million class F 'AAA';
        --$96 million class G 'AAA';
        --$67.2 million class I 'BB+'.

The $34.5 million class J and the $265,165 class P certificates
are not rated by Fitch.

The upgrades reflect improved credit enhancement levels resulting
from loan payoffs and amortization. As of the February 2004
distribution date, the pool's certificate balance has been reduced
by 87% to $258.4 million from $1.93 billion at issuance.

Realized losses to date total $25.5 million, or 1.3% of the
original principal balance. Seven loans (28%) are currently being
specially serviced by Lennar Partners, Inc., including one 90 days
delinquent (1.3%), one in foreclosure (1.3%), and a real estate-
owned (REO) loan (1.6%).

The largest specially serviced loan (11.5%) is secured by an
office property in St. Paul, MN. Occupancy at the property
declined to 53%. The loan is current and the special servicer is
negotiating a loan workout.

The second-largest specially serviced loan (8.7%) is secured by a
1.5 million-square-foot Kmart distribution facility in Ocala, FL.
The loan is current and the special servicer is negotiating a loan
workout.

The REO loan (1.7%) is secured by an office property in Sarasota,
FL. Losses are expected.

Over 20% of the pool did not submit financials; not all the loans
are required to report them.


TOWER AUTOMOTIVE: Morgan Stanley Reports 7.59% Equity Stake
-----------------------------------------------------------
Morgan Stanley beneficially owns 4,272,128 shares of the common
stock of Tower Automotive, Inc., which represents 7.59% of the
outstanding common stock of the Company.  Morgan Stanley holds
shared dispositive powers over the stock.

Morgan Stanley is filed ownership record with the SEC solely in
its capacity as the parent    company of, and indirect beneficial
owner of securities held by, one of its business units.
Accounts managed on a discretionary basis by Morgan Stanley are
known to have the right to receive, or the power to direct, the
receipt of dividends from, or the proceeds from, the sale of such
securities. No such account holds more than 5 percent of the
class.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on Grand Rapids, Michigan-based Tower Automotive Inc.
and related entities, including lowering the corporate credit
rating to 'B+' from 'BB-', and removed all ratings from
CreditWatch where they were placed on Oct. 16, 2003.

"The downgrade reflects continued weak operating performance due
to intense industry pressures and operating inefficiencies that
have led to the deterioration of the firm's financial profile,"
said Standard & Poor's credit analyst Daniel DiSenso. "The company
is generating sizable negative free cash flow, and credit measures
are very weak, with adjusted debt to EBITDA of more than 5x and
funds from operations to debt of about 10%, below Standard &
Poor's expectations. Tower's new senior management team is taking
numerous steps to improve performance, but it will take some time
to turn around the business."


UNITED AIRLINES: Committee Turns to Sperling & Slater for Advice
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of the United Airlines Inc. Debtors seeks the
Court's authority to retain Sperling & Slater as special
litigation counsel to assist with discovery and pursue, if
warranted, claims against aircraft financiers represented by
Chapman and Cutler LLP for potential violations of 15 U.S.C.
Section 1, the Sherman Act, federal securities law and other
related claims.

The Committee takes on Sperling due to potential conflict of its
sole counsel, Sonnenschein, Nath & Rosenthal.

Fruman Jacobson, Esq., at Sonnenschein, alleges that the Chapman
Group members acted in concert to set aircraft financing terms.  
The Chapman Group has demonstrated their unwavering solidarity by
rebuffing all efforts by the Debtors to deal individually with
its members.

As a result, the Committee believes that the Chapman Group
exercised leverage to force the Debtors to retain more aircraft
than needed at above market rates.  Given the Chapman Group's
"stranglehold" on the Debtors' aircraft supply, the Committee
wants to retain Sperling to determine if the actions run afoul of
federal or state law.  The Committee selects Sperling because of
its experience and expertise with complex litigation in an
antitrust context.

Sperling will be paid its hourly rates, which range from $150 to
$725 for attorneys and $100 to $150 for paralegals.  Sperling
will also charge for reasonable and necessary expenses.

Founder Bruce S. Sperling, Esq., assures the Court that the firm
does not represent or hold any interest adverse to the Debtors'
estates or the Committee and its constituents.

                          Trustees Object

U.S. Bank, The Bank of New York, Wells Fargo and J.P. Morgan
Trust Company, in their capacity as Trustees to aircraft leases,
complain that the Committee's request is premature.  James E.
Spiotto, Esq., at Chapman & Cutler, in Chicago, explains that
there has been no final settlement agreement with the Chapman
Group that is before the Court for approval.  Discussions are
ongoing, but the substance of the request can be revisited if and
when a Term Sheet is filed for approval.  The Committee should
not be allowed to trump up interference while the settlement
discussions are taking place.  It would be a waste of the
estate's assets to retain another law firm to investigate and
litigate "outlandish claims" for a settlement that may never be
finalized.

Any Term Sheet will be presented to the Court for parties to
comment.  "It goes without saying that a debtors' negotiation
with creditors over the amount of loss they will suffer is not
the type of activity the antitrust laws were designed to reach,"
Mr. Spiotto says.

The Trustees hold large unsecured deficiency claims, making them
among the largest unsecured creditors.  As a result, the
Committee, in the exercise of their fiduciary duty, owes the
Trustees a duty of loyalty.  Reading between the lines, the
Committee is trying to force the Chapman Group and the Trustees
to shoulder a disproportionate percentage of savings the Debtors
will reap from renegotiating the aircraft financings.  In the
process, the Committee is interfering with the Debtors' attempts
to reach an agreement with the Trustees.  This should not be
allowed, especially since any agreement should be beneficial to
the Debtors.

The Committee's allegations fail to establish a legally viable
antitrust claim.  Any Sherman Act violation must establish that
the challenged behavior has diminished competition in a defined
market and that the plaintiff was injured as a result.  The
Committee cannot support this demonstration.  Also, the Sherman
Act does not prohibit parties with common legal rights, like
creditors, from engaging in coordinated efforts to enforce those
rights.  It could be argued that such coordinated efforts further
the purposes of antitrust laws by reducing the costs of
bankruptcy to consumers.

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)   


UNITY WIRELESS: Appoints M. Bentob & D. Pretty to Exec. Positions
-----------------------------------------------------------------
Unity Wireless Corporation (OTCBB: UTYW; Germany: WKN#924385), a
developer of integrated wireless subsystems and power amplifiers,
announced the appointment of Myer Bentob to the position of
Executive Chairman and that he will assume the responsibilities
of Chairman Mark Godsy who is stepping down from the board of
directors. In addition, Dallas Pretty has been appointed the
Company's Chief Financial Officer.

"I am pleased to serve as Executive Chairman of Unity Wireless
and am enthusiastic about what the future can hold for our
Company," said Myer Bentob. "We continue to strengthen our
foundation as an organization and are well positioned to attract
new opportunities and customers."  

Myer Bentob joined Unity Wireless in August 2003 as Executive
Vice Chairman and brings tremendous experience earned throughout
his 35+year career in the wireless telecommunications industry to
his expanded role within the Company.  

Founder, former CEO and Chairman of Unity Wireless Mark Godsy is
stepping down from the Company's board of directors. "I am
delighted that Myer is joining the Company as its Executive
Chairman," stated Mark Godsy. "I think Myer's appointment
represents a great testament to the quality and commitment of the
team at Unity Wireless. I wish to personally thank the many
individuals who over the years have helped create the Company's
very promising future."  

Director Ken Maddison commented, "On behalf of the board and
executive management team at Unity Wireless, we would like to
sincerely thank Mark for his many years of service to our
Company. He has always been a strong proponent of shareholder
interests and in seeing our Company grow into something to be
proud of. We wish him the very best."  

At the same time, the board also announced the appointment of
Dallas Pretty to the position of Chief Financial Officer. Mr.
Pretty is a Chartered Accountant with over 10 years of experience
in both public and private companies and brings a strong
understanding of strategic business development, public and
private financing, internal and external financial reporting,
human resources, and facilities management. Since earning his CA
designation at international accounting firm KPMG, he has worked
in senior management roles with local technology companies.

"Working as an advisor and consultant to Unity Wireless for the
last year has given me a good understanding of its business
process, prospects and challenges," said Mr. Pretty. "I am
looking forward to working closely with Ilan Kenig and the rest
of the team to capitalize on what looks to be a bright future."  

                   About Unity Wireless

Unity Wireless -- http://www.unitywireless.com/-- is a leading  
developer of integrated wireless subsystems and power amplifier
technology. The Company's single-carrier and multi-carrier power
amplifier products deliver world-class efficiency and performance
with field-proven quality and reliability in thousands of base
stations and repeaters around the world.  

Unity Wireless' June 30, 2003, balance sheet shows a working
capital deficit of about $338,000.


US AIRWAYS: Settles Maryland Environmental Claims
-------------------------------------------------
The Maryland Department of the Environment filed Claim No. 5293
against U.S. Airways, Inc., for $10,450,000 for estimated
remediation costs for the release of petroleum at the
Baltimore/Washington International Airport fuel farm.  The
Maryland Aviation Administration filed Claim No. 5273 against
U.S. Airways for $372,137, plus $1,430,000 for estimated
remediation costs for the release of petroleum at BWIA.  The MAA
also filed Claim No. 5274 against Piedmont Airlines, Inc., for
$16,421, plus $1,430,000 for estimated remediation costs for the
release of petroleum at BWIA.

The parties entered into a settlement in which the MDE agreed to
withdraw Claim No. 5293 and the MAA agreed to withdraw those
portions of Claim Nos. 5273 and 5274 related to petroleum
contamination at BWIA.  In return, U.S. Airways and Piedmont
Airlines agreed to retain liability for the Claims related to
BWIA.

The Court approved the Settlement on June 5, 2003.  However,
prior to the Order, the MDE and the MAA filed three
Administrative Expense Claims that were duplicative of Claim Nos.
5273, 5274 and 5293.  The Reorganized Debtors objected to the
Administrative Expense Claims.

To settle the issue, the parties agree that Administrative
Expense Claims Nos. 5611, 5650, and 5652 are invalid and should
be withdrawn.  The parties agree that the Court-approved
Settlement will remain in effect and binding.  Claim No. 5293 and
Administrative Expense Claim No. 5611 are withdrawn.  Claim Nos.
5273 and 5274, and Administrative Expense Claim Nos. 5650 and
5652 are each reduced by $1,430,000.  The MAA's remaining claims
and US Airways' defenses, other than for remediation of petroleum
contamination, remain unaffected. (US Airways Bankruptcy News,
Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VANGUARDE MEDIA: Court Fixes Bid Deadline for March 30, 2004
------------------------------------------------------------
Vanguarde Media, Inc. and Vanguarde Holdings, Inc. will sell
substantially all of their assets to the highest and best bidder.
Bids must be submitted not later than 1:00 p.m. on March 30, 2004,
to:

        a. The Financial Advisors of the Debtors
           Triax Capital Advisors
           620 Fifth Avenue, 2nd Floor
           New York, NY 10020
           Attn: Joseph Sarachek, Esq.

        b. Counsel for the Debtors
           Baker & McKenzie
           805 Third Avenue
           New York, NY 10022
           Attn: Joseph Samet, Esq.

        c. Counsel for the Official Committee of Unsecured
            Creditors.
           Lowenstein Sandler PC
           65 Livingston Avenue
           Roseland, NJ 07068
           Attn: Kenneth A. Rosen, Esq.
                 Paul Kizel, Esq.

For additional information or bidding procedures, contact:

               Joseph Sarachek
               Triax Capital Advisors, LLC
               620 fifth Avenue
               7th Floor, New York, NY 1020
               Tel Num: 212-332-4011
               Fax: 212-332-4019
               e-mail: jsarachek@triaxadvisors.com

The Honorable Judge Allan L. Gropper has set March 31, 2004, at
11:00 a.m. as the auction and sale hearing date.

The Debtor publishes magazines for the urban woman, the affluent
African-American, and people in the urban music business. The
company filed for Chapter 11 Protection on November 26, 2003
(Bankr. S.D.N.Y. Case No. 03-17509). Ira A. Reid, Esq., at Baker &
McKenzie represents the Debtors in its liquidating efforts.


WEIRTON: Obtains Nod to Auction Off Non-Operating Real Properties
-----------------------------------------------------------------
Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, tells Judge Friend that under the Asset Purchase
Agreement among the Weirton Steel Debtors, ISG Weirton, Inc. and
International Steel Group, Inc., certain of Weirton's assets are,
or may be under certain conditions, excluded from the sale.

The Non-operating Real Property Assets are:

                                                        Reserve
   Description                                          Amount
   -----------                                          -------
   Weirton Lodge, including certain                    $390,000
      fixtures and furniture

   305 Acres adjacent to Three Springs                  265,000
      Industrial Park     

   12 Acres surrounding G.O. Building (2 parcels)
      * Parcel One: 1.78 acres                          175,000
      * Parcel Two: 9.885 acres                         200,000

   Freedom Way, Weirton, West Virginia               
   (4 parcels, approximately 41 acres)
      * 6 acres on Freedom Way (Shelly and Sands Site)  200,000
      * 6 acres on Freedom Way, east of Roll Coater     150,000
      * 4.5 acres on Freedom Way, west of Roll Coater   100,000
      * 24.4 acres on the north side of Freedom Way,    350,000
        Holnam Site

   7 plus Acres, Steubenville Plant,                    260,000
      Steubenville, Ohio   

   5 Acres of Half Moon (old bone yard site)            210,000

   6 Acres plus the Half Moon Training Center           250,000
      and Equipment

Accordingly, the Debtors sought and obtained the Court's
authority to conduct a public auction sale with reserve of the
Non-operating Real Property Assets, free and clear of all liens,
claims, encumbrances and other interests, subject however, to
environmental maintenance and remediation liabilities, if any,
relating to each of the Non-operating Real Property Assets.

Each Successful Bidder for a Non-operating Real Property Asset
will be required, inter alia, to execute an Agreement of Sale
with respect to that Non-operating Real Property Asset at the
time its Successful Bid is accepted by the Debtors.  The material
terms of the Sale Agreement are:

A. Non-operating Real Property Assets

   No personal property, whether owned by the Debtors or any
   third party, located on any Non-Operating Real Property Asset,
   will be sold in connection with any Real Property Auction
   Sale, except for:

      (1) furniture and fixtures located at the Weirton Lodge,
          which will be sold in conjunction with the Weirton
          Lodge; and

      (2) certain training equipment located at the Half Moon
          Training Center, which will be sold in conjunction with
          the Half Moon Training Center.

B. Reserve

   All Non-operating Real Property Assets will be sold with
   reserve.  

C. Purchase Price

   The Purchase Price is the Successful Bid.  Upon the acceptance
   of a bid, each Successful Bidder of a Non-operating Real
   Property will be required to:

      (1) execute an Agreement of Sale; and

      (2) deliver a cashier's check or immediately available
          funds payable to the Debtors' counsel, as escrow agent,
          in an amount equal to 20% of the reserve amount for
          that Non-operating Real Property Asset.  The Debtors'
          counsel will retain the earnest money in escrow pending
          the closing.

   The balance of the Purchase Price must be paid in full by
   cashier's check, wire transfer or other immediately available
   funds at the time of each Closing on a sale of a Non-operating
   Real Property Asset.

D. Deed of the Debtors

   All Non-Operating Real Property Assets will be offered at the
   Real Property Auction Sale, free and clear of all liens,
   claims, encumbrances and other interests, however, subject to
   environmental maintenance or remediation obligations, if any,
   including, but not limited to, the obligations, if any,
   related to the Non-Operating Real Property Asset that arise
   after Closing:

      (1) under the 1996 Consent Decree between Weirton Steel,
          the United States Environmental Protection Agency and
          the West Virginia Department of Environmental
          Protection; or

      (2) under any administrative order issued by the United
          States Environmental Protection Agency.

   No representations or warranties will be offered or made with
   respect to the condition, description and environmental status
   of the Non-Operating Real Property Assets.  All Non-Operating
   Real Property Assets will be sold "as is, where is" and "with
   all faults."

E. Closing

   All transactions contemplated by the Agreement of Sale for
   each Non-Operating Real Property Asset will close on the date
   that is the earlier of:

      (1) 30 days after the closing date of the proposed sale to
          ISG; or

      (2) 100 days after the Effective Date of the Agreement of
          Sale for each Non-operating Real Property Asset, or at
          other date and time as may be mutually agreed in
          writing between each Successful Bidder for a Non-
          operating Real Property Asset and the Debtors.

   The Debtors will have the right to extend the Closing Date for
   a period of 30 days upon written notice to the Successful
   Bidder.

F. Taxes and Costs

   The Successful Bidders will pay for all the transfer taxes on
   the sales of the Non-operating Real Property Assets.  The
   Debtors will pay all costs associated with the:

      -- deed preparation,
      -- title clearance, and
      -- a pro-rated portion of the current year's real estate
         taxes, assessments and utility costs.

   The Successful Bidder will pay:

      -- title examination and search, title commitment, title
         insurance policy and any endorsements thereto and any
         survey of the Non-Operating Real Property Assets;

      -- recording fees for the Deed;

      -- any and all realty transfer, recording and excise taxes
         or fees associated with the sale of each Non-operating
         Real Property Asset;

      -- a pro-rated portion of the current year's real estate
         taxes and assessments, and utility costs; and

      -- a buyer's premium in an amount equal to 6% of the
         Purchase Price.  The Buyer's Premium will be payable at
         the Closing in cash, cashier's check, wire transfer
         or other immediately available funds to the order of
         Harry Davis & Company, the auctioneer, who will conduct
         the Real Property Auction Sale. (Weirton Bankruptcy News,
         Issue No. 22; Bankruptcy Creditors' Service, Inc.,
         215/945-7000)  


WELLINGTON LEISURE: Keen Realty to Auction 3 Industrial Facilities
------------------------------------------------------------------
Wellington Leisure Products, Inc. has retained Keen Realty, LLC to
market and sell three of the company's manufacturing facilities
located in SC, NC, and OH. Wellington Leisure Products is a
diversified manufacturer of consumer and commercial products for
the cordage, narrow woven fabrics, home seasonal, and sporting
goods markets. Wellington filed for Chapter 11 protection in
February 3, 2003 in the United States Bankruptcy Court Middle
District of Georgia.

"In light of the Bankruptcy, our client is a very motivated
seller. This sale presents an excellent opportunity for users and
investors to buy quality industrial facilities," said Mike Matlat,
Keen Realty's Vice President. "We are encouraging interested
parties to move fast, as the properties are expected to receive
offers quickly," Matlat added.

The properties consist of a 102,000 square foot facility in
Batesburg-Leesville, SC; a 91,000 square foot facility in Granite
Quarry, NC; and a 224,000 square foot facility in Xenia, OH.

Founded in 1982, Keen Realty has had extensive experience solving
complex problems and evaluating and selling real estate, leases
and businesses in bankruptcies, workouts and restructurings. Keen
Realty, a leader in identifying strategic investors and partners
for businesses, has consulted with over 130 clients nationwide and
evaluated and disposed of over 200 million square feet of
properties.

For more information regarding the auction of the facilities for
Wellington Leisure Products, please contact Keen Realty, LLC, 60
Cutter Mill Road, Suite 407, Great Neck, NY 11021, Telephone: 516-
482-2700, Fax: 516-482-5764, e-mail: krc2@keenconsultants.com
Attn: Mike Matlat.


WELLSFORD REAL: Retains Lazard Freres as Financial Advisor
----------------------------------------------------------
Wellsford Real Properties, Inc. (AMEX: "WRP") announced that its
Board of Directors has authorized the retention of the investment
banking firm of Lazard Freres & Co. LLC to advise WRP on various
strategic financial and business alternatives available to it to
maximize shareholder value. These may include a recapitalization,
acquisitions, dispositions of assets, a liquidation, the sale or
merger of WRP and alternatives that would keep WRP independent.
There is no assurance as to which of the aforementioned
alternatives will occur.

WRP is a real estate merchant banking firm organized in 1997 and
headquartered in New York City which acquires, develops, finances
and operates real estate properties and organizes and invests in
private and public real estate companies.


WORLDCOM INC: S.D.N.Y. Court Disallows 92 Tax Claims
----------------------------------------------------
Worldcom Inc. and its debtor-affiliates have reviewed 258 Tax
Claims and have concluded that one or more of these objections
apply to each proof of claim:

   (a) the claim is in an amount for which the Debtor disputes it
       owes;

   (b) the Debtor has paid some, or all, of the taxes that form
       the basis of the claim;

   (c) does not indicate the type of tax on which it is based;

   (d) there is no documentation attached to the claim;

   (e) was filed in duplicate in several of the Debtors'
       bankruptcy cases;

   (f) includes interest, but there is no itemized statement of
       all principal and interest due;

   (g) was amended or replaced by a later filed claim or
       withdrawn;

   (h) was filed as a secured claim but does not indicate the
       collateral securing the claim or evidence that a valid
       lien has attached to the collateral;

   (i) the claim is, or includes, a fee or charge and is not a
       "tax" pursuant to In re: Chateaugay Corp., 53 F.3d 478 (2d
       Cir. 1995);

   (j) the claim was filed as a tax claim, but is not for a tax
       or does not indicate that it is for a tax;

   (k) was filed as a secured claim, or set-off claim, but does
       not indicate the value of the collateral securing the
       claim;

   (l) was not filed on behalf of a governmental unit, or does
       not indicate that it was filed on behalf of the
       governmental unit; and

   (m) was not timely filed.

Accordingly, the Debtors object to 258 Tax Claims and ask the
Court to disallow and expunge the claims.

The Debtors identified these objectionable Tax Claims -- 79
Income Tax Claims, 59 Excise Tax Claims, 57 Property Tax Claims,
18 Franchise Tax Claims, 3 Tax Liens, 8 Occupation Taxes, 45
Trust Fund Taxes, 3 Employment Taxes, and 73 Penalty Claims.

                          *     *     *

Judge Gonzalez expunged 92 Tax Claims.  The Debtors' objection to
31 Tax Claims was also withdrawn.  Eight Tax Claims are placed on
scheduling orders.

In addition, the Court rules that:

   (1) Pursuant to a letter agreement dated September 26, 2003
       between Centro de Recaudacion de Ingressos Municipales
       and the Debtors, Claim No. 9830 filed by CRIM will be an
       Allowed Secured Claim for $81,658.

   (2) Pursuant to a letter agreement dated November 5, 2003,
       between Fulton County, Georgia and the Debtors, Claim Nos.
       10675, 35542 and 36331 are expunged.  Claim No. 36350 is
       allowed as a secured claim for $2,715,280 and will be paid
       in a lump sum payment on the Plan Effective Date or within
       30 days thereafter.

   (3) Pursuant to a letter agreement dated November 12, 2003,
       between San Bernardino County and the Debtors, Claim No.
       12549 is allowed as a secured claim for $1,320,685 and
       will be paid in a lump sum payment on the Plan Effective
       Date and the date Claim No. 12549 becomes an allowed
       secured claim.  Claim No. 12549 is subject to the
       statutory rate of interest.  San Bernardino will retain
       its lien until Claim No. 12549 is paid in full.

   (4) Pursuant to a letter agreement dated December 11, 2003,
       between the City and County of Denver and the Debtors,
       Claim Nos. 35783 and 195 are expunged.  Claim No. 1216 is
       allowed as a priority claim for $906,208 and will be paid
       pursuant to the Reorganizational Plan.  The Denver
       Agreement resolves all prepetition claims filed by Denver
       that now exist or may arise including, but not limited to,
       Claim Nos. 35783, 195 and 1216.

   (5) Pursuant to a letter agreement dated December 22, 2003,
       between the City of New Orleans and the Debtors, Claim No.
       7283 is allowed as a Section 507(a)(8) priority tax claim
       for $267,929 and as a general unsecured claim for
       $153,523.  New Orleans and the Debtors agree that tax
       account number 104103181 is a duplicate account of tax
       account number 003000119, and New Orleans is directed to
       expunge and remove all tax receivables from 1999 and 2000
       from these accounts and take all other necessary and
       appropriate steps consistent with the Court's directive.  
       New Orleans and the Debtor agree that tax account number
       103104625 is a duplicate of tax account number 004000104,
       and New Orleans is directed to expunge and remove all tax
       receivables from year 2000 from these accounts and take
       all other necessary and appropriate steps consistent with
       the Court's directive.  Claim No. 7283 will be paid in one
       lump sum payment on, or immediately after, the Plan
       Effective Date.

   (6) Pursuant to a letter agreement dated November 10, 2003,
       between Marion County, Indiana and the Debtors, claims
       numbered 15667, 15669, 15671, 15673, 15674, 15675 and
       35723 are expunged.  Furthermore, these claims will be
       allowed as secured claims:

            Claim Number           Amount
            ------------           ------
                15668                 $98
                15670                 359
                15672             785,410
                15676             152,324
                15677           1,056,244

       The Allowed Marion Claims will be paid in a lump sum
       payment on the Plan Effective Date or within 30 days
       thereafter.  Claim No. 15678 is allowed as a general
       unsecured claim for $210,220 and will be paid according to
       the terms of the Debtors' confirmed Plan of
       Reorganization.

   (7) Pursuant to a letter agreement dated September 4, 2003
       between the County of Santa Clara, California and the
       Debtors, Claim Nos. 898, 12935 and 32698 will be expunged.  
       Claim No. 33949 will be allowed as a Secured Claim for
       $1,301,171, which amount does not include the "Section
       506" penalty amounting to $134,764.  Claim No. 896 is for
       postpetition taxes not yet due and will paid in the
       ordinary course.  The Debtors reserve their right to
       object to Claim No. 896 after the official tax bill for
       Claim No. 896 is received by the Debtors.  The Debtors
       agree to allow Claims Nos. 34002 and 1187 as filed as
       Secured Claims and Claim Nos. 34002 and 1187 will be paid
       pursuant to the terms of the Plan of Reorganization.

   (8) Pursuant to a letter agreement dated July 29, 2003 between
       Beaver County, Utah and the Debtors, Claim No. 32678 will
       be an Allowed Secured Claim for $20,575.

   (9) Pursuant to a letter agreement dated September 4, 2003
       between Aldine County Independent School District and the
       Debtors, Claim No. 11124 will be an Allowed Secured Claim
       for $299,827.

  (10) Pursuant to a Closing Agreement between 13 Oregon Counties
       -- Baker County, Clackmas County, Columbia County, Coos
       County, Douglas County, Josephine County, Lane County,
       Linn County, Marion County, Multnomah County, Tillamook
       County, Umatilla County, and Washington County -- and the
       Oregon Taxpayers -- MCI WorldCom Network Services, Inc.
       and MCIMetro Access Transmission -- the Oregon Taxpayers
       agree to allow these claims in these amounts:

       Claim No.      Filed Amount    Allowed Amount
       ---------      ------------    --------------
         6889            $56,859          $34,115
        16878              7,427            4,456
        16879              8,085            4,851
        16891             14,601            8,760
        16889             45,421           27,276
         7059            142,987           85,792
        16902             33,656           20,016
        15424            134,446           82,187
        16324             41,500           24,681
        16333             38,918           23,145
        16296            561,495          332,242
        16299            521,495          308,780
        16895              6,113            3,668
         7444             66,603           39,610
        16476             58,209           34,771
        34702            588,969          393,908

       Total Filed Amount:    $2,326,409
       Total Allowed Amount:  $1,428,258

       The Oregon Counties agree to accept $1,428,258 in full  
       satisfaction of any and all property tax obligations owed
       by the Oregon Taxpayers to the Oregon Counties for the
       2002 tax year, including claim numbers 1094, 1111 and
       3510.  The Oregon Allowed Amount will be paid in one
       payment to the Oregon Counties.  Upon payment of the
       Oregon Allowed Amounts, the Oregon Counties will not
       object to an order that withdraws the Oregon County
       Claims.  The Oregon Counties will not assert any
       additional Ad Valorem property taxes against the Oregon
       Taxpayers for the year 2002.

  (11) Pursuant to a letter agreement dated July 24, 2003,
       between the City of Alpharetta and the Debtors, the
       Debtors agree to allow number Claim No. 35086 for $55,422.
       Alpharetta agrees to the expungement of Claim No. 23128,
       which was amended by Claim No. 35086.

  (12) Pursuant to a Closing Agreement dated July 31, 2003,
       between the Delaware Department of Revenue and the
       Debtors, the Parties agree that the amount due on Claim
       No. 7900 is $10,000.  The Delaware Amount is payment
       solely for Delaware public utility tax liability for the
       taxable periods through July 21, 2002.  Claim No. 7900 is
       withdrawn.

  (13) Pursuant to an Agreement Resolving Certain Tax Audit
       Liabilities and Bankruptcy Claims dated September 15,
       2003, Shared Technologies Fairchild Telecom, Inc., MCI
       WorldCom Communications, Inc. and BLT Technologies, Inc.
       agree to allow these claims in these amounts:

            Claim Number    Agreed Allowed Amount
            ------------    ---------------------
                22391                   $0
                22392                    0
                18978                    0
                35180                    0
                18977               57,462

                TOTAL              $57,462

       The Taxpayers agree to pay the Texas Comptroller of Public
       Accounts without further delay.  Upon receipt of the
       Texas Comptroller Payment, the parties agree that all
       claims for the tax types and tax periods involved in the
       audits that determined the Texas Comptroller Payment will
       be forever relinquished and released, specifically
       including any claims related to refunds, set-offs or any
       other rights of reimbursements by the Taxpayers.  The
       Texas Comptroller agrees that it will not object to the
       withdrawal of the claims upon receipt of the Texas
       Comptroller Payment.  The Texas Comptroller Payment has
       been received by the Texas Comptroller and, therefore,
       Claim Nos. 22391, 22392, 18978, 35180 and 18977 and the
       objections thereto are withdrawn.  By agreement dated
       October 7, 2003, the Texas Comptroller agrees to the
       withdrawal of Claim Nos. 18975 and 22397 and the
       objections thereto, as those claims have been subsequently
       amended by Claim Nos. 35166 and 35196.  The amended claims
       remain valid.  The Debtors reserve their rights to object
       to Claim Nos. 35116 and 35196.

  (14) Pursuant to a Compromise Settlement Agreement dated
       July 31, 2003, the Debtors agree to pay the City of Los
       Angeles, California $5,200,000 in settlement and full
       satisfaction of Claim Nos. 31207, 31206 and 31208.  Upon
       receipt of the Los Angeles Payment, Los Angeles agrees to
       allow the withdrawal of the Los Angeles Claims.  The Los
       Angeles Payment has been received and, therefore, Claim
       Nos. 31207, 31206 and 31208 are withdrawn.

  (15) Pursuant to a letter agreement dated October 3, 2003, the
       Debtors agree to allow Claim No. 34199 filed by the
       Madison County Tax Collector as a priority claim for
       $56,814.  Madison agrees to allow Claim No. 1282 to be
       expunged.

  (16) Pursuant to a letter agreement dated October 6, 2003,
       between the Debtors and the Jackson County Treasurer, the        
       Debtors agree to allow Claim no. 35681 as a priority claim
       for $81,938.  Jackson agrees to the expungement of Claim
       No. 8567.

  (17) In the Property Tax Register dated September 30, 2003 and
       letter dated October 3, 2003, the Debtors agree to allow
       Claim No. 7060 filed by the Davis County Treasurer as a
       Secured Claim for $7,928.  The Davis Amount will be paid
       in one lump sum payment on the Plan Effective Date.  Davis
       agrees to waive penalties and interest with regard to
       Claim Number 7060.

  (18) Pursuant to a letter agreement dated July 14, 2003,
       between the City of Pasadena and the Debtors, Claim No.
       9780 will be an allowed non-priority, general unsecured
       claim for $10,506.

  (19) Pursuant to a letter agreement dated July 14, 2003,
       between Pima County, Arizona and the Debtors, Claim No.
       16900 will be an allowed priority claim for $1,771,640.

  (20) Pursuant to a Closing Agreement dated July 16, 2003,
       entered into by the Debtors and the City of Chicago,
       Chicago filed Claim Nos. 22476, 22477, 22478 and
       22479.  The parties have agreed that the Debtors are
       liable to Chicago for $144,258.  Upon receipt and
       successful negotiation of the Chicago Payment, Chicago
       will not assess any additional taxes or make any
       additional bankruptcy claims against the Debtors for any
       period ending on or before July 21, 2002.  After Chicago
       successfully negotiates the Chicago Payment, Chicago will
       not object to an order withdrawing the Disputed Tax
       Claims.

  (21) Pursuant to a letter agreement dated July 15, 2003,
       between the Massachusetts Department of Revenue and the
       Debtors, these claims will be allowed in these amounts:

            Claim Number   Status                   Amount
            ------------   ------                   ------
                1600       priority claim             $622

                1547       priority claim              467
                           general unsecured            34

               33659       priority claim           39,212
                           general unsecured         2,869

  (22) As set forth in a Stipulation Resolving Claims filed by
       the New York City Department of Finance dated June 16,
       2003 between NYCDF and the Debtors, NYCDF filed Claim Nos.
       1011, 1360, 1518, 1676, 2980, 3565, 3566, 3567, 3568,
       3569, 3570, 3571, 3572, 5176, 5302, 5303, 5662, 5663,
       5665, 5666, 6309, 6310, 6311, 6312, 6313, 6545, 6546,
       7293, 7295, 10001, 10002, 10707, 10708, 11022, 11023,
       11025, 34470, and 34474 in the Debtors' bankruptcy cases.

       The Debtors objected to certain of the NYCDF Claims.  The
       parties have settled the NYCDF Claims pursuant to the
       terms of the NYCDF Stipulation.  The NYCDF Claims are
       expunged in their entirety, except Claim Nos. 5662, 5663,
       5665, 5666, 10001 and 11023, which will be amended and
       allowed as secured claims for $277,801 in the aggregate,
       including all statutory interest though June 30, 2003.  
       Statutory interest will accrue from July 1, 2003, to the
       day of payment.  NYCDF will not file any additional tax
       claims for the taxes and tax periods reflected in the
       NYCDF Stipulation against WorldCom, Inc. or its direct and
       indirect subsidiaries, as debtors and debtors-in-      
       possession in these proceedings, or amend any tax claims
       for the taxes and tax periods reflected in the NYCDF
       Claims except as provided.

  (23) As set forth in a Closing Agreement on Assessments and
       Other Matters dated June 23, 2003, between the Wisconsin
       Department of Revenue and the Debtors, WDR filed Claim
       Nos. 12775, 12776, 12781, 12782, 12783, 12784, 35483,
       35484, 35486, 35612 and 35680.  The Debtors objected to
       certain of the WDR Claims.  The parties have settled the
       WDR Claims pursuant to the terms of the WDR Agreement.  
       The WDR Claims are expunged in their entirety, except
       Claim No. 12782, which will be allowed as a priority claim
       for $614,916; Claim No. 35612, which will be allowed as a
       priority claim for $40; and Claim No. 35485, which is not
       expunged.

  (24) As set forth in a Letter Agreement between the County of
       Box Elder and the Debtors, Elder filed Claim No. 7492.  
       The Debtors objected to Claim No. 7492.  The parties have
       settled Claim No. 7492, and the Debtors agree that the
       Claim will be allowed as a priority claim for $19,708.

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)  


* Cendrowski Launches New Company Focusing on Fraud
---------------------------------------------------
Expanding on its 20 years of innovative tax and business
consulting, Cendrowski Selecky PC announces the launch of
Cendrowski Corporate Advisors (CCA), a company specifically
focused on fraud, including deterrence, training, investigation
and remediation.

CCA offers tailored fraud deterrence training and internal control
assessments to address concerns facing organizations such as
financial reporting integrity, asset misappropriation and
embezzlement. The concepts delivered are applicable to private,
public, and non-profit organizations.

CCA founder Harry Cendrowski, along with senior manager Jim
Martin, developed and licensed the training program for the
Certified Fraud Deterrence (CFD) professional designation offered
by the National Association of Certified Valuation Analysts
(NACVA). The CFD program is the first new fraud designation by any
national professional organization in the past 20 years.

The objectives of the training program mirror those of the
Sarbanes-Oxley Act as well as statements by Securities and
Exchange Commission leadership related to the proactive deterrence
of fraud for both private and public companies.

The CFD training program includes 40 hours of classroom
instruction, an eight-hour exam and a comprehensive written case
analysis, incorporating CCA's unique proactive measures to deter
organizational fraud. The fraud-deterrence training course is now
delivered across the country, and has been attended by
professionals from corporate, private, government and non-profit
organizations.

"While others were discussing the issue of fraud, our firm took
the lead in creating and underwriting these significant fraud-
deterrence initiatives for business leadership and our
profession," Cendrowski said.

In that spirit of professional leadership, CCA publishes two
newsletters each month, one focused on asset fraud, the other on
corporate governance and regulatory compliance. The newsletters
are distributed as a public service to interested individuals and
groups, including the Michigan Association of Certified Public
Accountants, NACVA, and the Detroit Regional Chamber.

CCA, along with its affiliates Cendrowski Selecky P.C. and
Prosperitas Group, LLC, operate under a newly-formed parent
company, Cendrowski Strategic Partners.

Cendrowski Corporate Advisors provides consulting services to
private, public, and non-profit organizations including forensic
accounting, internal control assessment and fraud deterrence,
fraud investigation and remediation, expert witness, fraud
deterrence training & education, business valuation, risk
assessment, operational review, litigation support, internal
audit, business continuity planning, and bankruptcy and fiduciary.


* Mitchell Cohen Inducted into the American College of Bankruptcy
-----------------------------------------------------------------
Mitchell H. Cohen, a Principal of Gordon Brothers Group, LLC, was
inducted into the Fifteenth Class (2004) of Fellows of the
American College of Bankruptcy during a ceremony at the United
States Supreme Court in Washington, D.C., on Friday, March 19,
2004. In joining this select group, Mr. Cohen has been honored and
recognized for his professional excellence and exceptional
contribution to the fields of bankruptcy and insolvency.

"We are extremely proud of Mitch," stated Michael G. Frieze, CEO
of Gordon Brothers. "In awarding him this honor, the American
College of Bankruptcy has acknowledged something his colleagues
have known for years - that Mitch is not only one of the country's
most qualified attorneys in the areas of bankruptcy and insolvency
law, but also a professional of the highest integrity and
leadership qualities."

Nominees for Fellows are extended an invitation to join based on a
record of achievement reflecting the highest standards of
professionalism. The College now has 607 Fellows, each selected by
a Board of Regents from among recommendations of the Circuit
Admissions Council in each federal judicial circuit and specially
appointed Committees for Judicial and International Fellows.

Mr. Cohen manages compliance issues and counsels consumer products
companies in the structuring, development and implementation of
all transactions at Gordon Brothers Group. Prior to joining Gordon
Brothers, Mr. Cohen was a partner at a major Boston law firm. He
is a graduate of Brandeis University, earned his law degree from
the University of California at Berkeley, Boalt Hall School of
Law, and has an MBA from the University of California at Berkeley,
Haas Business School. Mr. Cohen has also been a member of the
Board of the American Bankruptcy Institute from 1998 to 2003, and
currently is a Vice President of Membership.

The American College of Bankruptcy is an honorary professional and
educational association of bankruptcy and insolvency
professionals. The College plays an important role in sustaining
professional excellence in this rapidly expanding field. College
Fellows include commercial and consumer bankruptcy attorneys,
insolvency accountants, corporate turnaround and renewal
specialists, law professors, judges, government officials and
others involved in the bankruptcy and insolvency community.

Founded in 1903, Gordon Brothers Group, LLC --
http://www.gordonbrothers.com/-- provides global financial,  
operating and advisory services for companies at times of growth
or restructuring. Gordon Brothers delivers customized business
solutions for companies that seek to maximize liquidity of under-
performing inventory, real estate and fixed assets; facilitates
mergers and acquisitions; appraises inventories, real estate and
fixed assets and provides equity and debt capital to the retail
and consumer product community. During the past three years,
Gordon Brothers disposed of over $12 billion worth of inventory,
mitigated $3 billion of leasehold obligations and conducted
appraisals on over $100 billion of assets.


* Powell Goldstein Names Twelve New Attorneys
---------------------------------------------
Powell, Goldstein, Frazer & Murphy LLP has named twelve attorneys
as partners, counsel and of counsel.

Named to the partnership were former associates Michael J.
Delaney, Charles A. Luband, and Eric P. Schroeder and former
Counsel, Brad Alexander Baldwin, Wendy L. Hagenau, and Donna Marie
Rodney. Associates Ronni Solomon Abramson, Joshua Berman, Matthew
P. Holley, Kathryn B. Vargo and former Of Counsel, Daniel C.
Deckbar were named as Counsel, and former associate Leah J.
Knowlton has been named Of Counsel.

Ronni Solomon Abramson concentrates on litigation matters. She is
a graduate of the Benjamin Cardozo School of Law (J.D., 1994) and
The State University of New York at Binghamton.

Brad Alexander Baldwin, who focuses his practice on corporate
reorganizations and Chapter 11 bankruptcy and out-of-court
workouts, graduated from Oglethorpe University and University of
Georgia Law School.

Joshua Berman practices in the area of estate planning, trusts and
wills. He is a 1993 graduate of Emory University and received his
J.D. from the University of Miami School of Law.

Daniel C. Deckbar joined the Firm in 2003 from Rollins/Orkin and
concentrates in the area of product liability litigation. He is a
graduate of Vanderbilt University and received his J.D. from the
University of Memphis.

Michael J. Delaney's principal areas of practice are in mergers
and acquisitions and corporate finance. He is a graduate of
Franklin and Marshall College and earned a M.B.A. from Georgia
State University. His law degree is from Ohio State University
College of Law, where he graduated with Honors.

Wendy L. Hagenau concentrates in workout and insolvency
litigation. She is a graduate of the Duke University School of
Law, where she earned her J.D., and the University of Tennessee.

Matthew P. Holley practices in corporate finance, including
private and public offerings of securities. He earned his law
degree from Indiana University School of Law, a masters degree
from the University of Southern Mississippi and his undergraduate
degree from Indiana University.

Leah J. Knowlton is an experienced litigation attorney focusing on
toxic tort and products liability disputes. She is an honors
graduate of the University of Chicago and earned her J.D. from
Yale Law School.

Charles A. Luband focuses his practice in the area of health care
law and policy. He has an undergraduate degree from Brown
University, an M.P.P. from the Kennedy School of Government and
earned his law degree from Harvard Law School.

Donna Marie Rodney concentrates her practice on structuring both
low- income housing tax credit and historic rehabilitation tax
credit transactions. She has an undergraduate degree from Howard
University and earned her law degree from Boalt Hall School of Law
at the University of California at Berkeley.

Eric P. Schroeder has a J.D. from Vanderbilt University and earned
his undergraduate degree from Duke University. Eric concentrates
on First Amendment, media and intellectual property litigation.

Kathryn B. Vargo represents management in all aspects of labor-
management relations, equal employment and other employment
issues. She is a graduate of Northwestern University and earned
her law degree from Emory University School of Law.

Powell, Goldstein, Frazer & Murphy LLP is one of the nation's
larger law firms. Established in 1909, the Firm's more than 300
attorneys provide legal counsel to clients in a wide variety of
practices from offices in Atlanta, GA and Washington, DC. For more
information, visit http://www.pgfm.com/or call 404-572-6600.


* Cheryl Boyer to Lead PwC's NY Hospitality & Leisure Practice
--------------------------------------------------------------
Cheryl Boyer will lead PricewaterhouseCoopers' New York
Hospitality & Leisure Practice. Effective immediately, Ms. Boyer
will be in charge of all national engagements run out of the New
York office, as well as all New York-specific engagements.

Ms. Boyer's appointment comes at a time of rapid improvement in
the U.S. lodging industry and the New York lodging market. Under
Ms. Boyer's direction, the New York practice will continue to grow
by providing advisory services to lodging, food service, real
estate and sports and leisure companies.

Ms. Boyer will report directly to Bjorn Hanson, Ph.D., global
leader of PricewaterhouseCoopers' Hospitality & Leisure Practice.

Ms. Boyer has spent the last five years with
PricewaterhouseCoopers, working very closely with Sean Hennessey,
the former director of the New York practice. Mr. Hennessey
withdrew from his position earlier this month to start his own
private consulting practice, Lodging Advisors. Mr. Hennessey will
also remain involved in engagements with PricewaterhouseCoopers as
a subcontractor.

"I am confident that Cheryl Boyer will be a superb leader for the
New York Hospitality & Leisure Practice," said Mr. Hennessey.
"Working with her and my colleagues at PricewaterhouseCoopers has
been a very special time in my career, and I feel lucky that I
have had the opportunity to be a part of this practice."

Prior to joining PricewaterhouseCoopers, Ms. Boyer was a managing
director in Insignia Hotel Partners' Capital Markets group where
she worked with clients on a variety of assignments including debt
and equity financing, asset management and capital and asset
advisory projects. Previously, as vice president of sales and
marketing at Hotel Partners, Ms. Boyer was responsible for
restructuring and managing the analysis, research and marketing
departments. Prior to joining Hotel Partners, she was a vice
president with Landauer Associates, where she completed numerous
consulting and appraisal assignments on behalf of the firm's
leading clients. She has previous experience with Laventhol &
Horwath and InterContinental Hotels.

"Cheryl is one of the stars in our Hospitality & Leisure Practice,
and it has been exciting to watch her grow in her career and now
to assume a leadership role," said Bjorn Hanson, Ph.D., global
practice leader PricewaterhouseCoopers Hospitality & Leisure
Practice. "We feel fortunate that we will continue to work with
Sean and appreciate all he has done and will continue to do to
benefit our practice and clients."

PricewaterhouseCoopers -- http://www.pwc.com/-- is the world's  
largest professional services organization. Drawing on the
knowledge and skills of more than 125,000 people in 142 countries,
we build relationships by providing services based on quality and
integrity.


* BOOK REVIEW: Competitive Strategy for Health Care
               Organizations: Techniques for Strategic Action
-------------------------------------------------------------
Authors: Alan Sheldon and Susan Windham
Publisher: Beard Books
Softcover: 190 pages
List Price:  $34.95
Review by Francoise C. Arsenault

Order your personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1587981351/internetbankrupt

Competitive Strategy for Health Care Organizations: Techniques for
Strategic Action is an informative book that provides practical
guidance for senior health care managers and other health care
professionals on the organizational and competitive strategic
action needed to survive and to be successful in today's
increasingly competitive health care marketplace. An important
premise of the book is that the development and implementation of
good competitive strategy involves a profound understanding of
change. As the authors state at the outset: "What may need to be
done in today's environment may involve great departure from the
past, including major changes in the skills and attitudes of
staff, and great tact and patience in bringing about the necessary
strategic training."

Although understanding change is certainly important in most
fields, the authors demonstrate the particular importance of
change to the health care field in the first and second chapters.
In Chapter 1, the authors review the three eras of medical care
(individual medicine, organizational medicine, and network
medicine) and lay the groundwork for their model for competitive
strategy development. Chapter 2 describes the factors that must be
taken into account for successful strategic decision-making. These
factors include the analysis of the environmental trends and
competitive forces affecting the health care field, past, current,
and future; the analysis of the competitive position of the
organization; the setting of goals, objectives, and a strategy;
the analysis of competitive performance; and the readaptation of
the business, if necessary, through positioning activities,
redirection of strategy, and organizational change.

Chapters 3 through 7 discuss in detail the five positioning
activities that are part of the model and therefore critical to
the development and implementation of a successful strategy:
scanning; product market analysis; collaboration; restructuring;
and managing the physician. The chapter on managing the physician
(Chapter 7) is the only section in the book that appears dated
(the book was first published in 1984). In this day of physician-
owned hospitals and physician-backed joint ventures, it is
difficult to envision the physician in the passive role of "being
managed." However, even the changing role of physicians since the
book's first publication correlates with the authors' premise that
their model for competitive strategic planning is based exactly on
understanding and anticipating change, which is no better
illustrated than in health care where change is measured not in
years but in months. These middle chapters and the other chapters
use a mixture of didactic presentation, graphs and charts,
quotations from famous individuals, and anecdotes to render what
can frequently be dry information in an entertaining and readable
format.

The final chapter of the book presents a case example (using the
"South Clinic") as a summary of many of the issues and strategic
alternatives discussed in the previous chapters. The final chapter
also discusses the competitive issues specific to various types of
health care delivery organizations, including teaching hospitals,
community hospitals, group practices, independent practice
associations, hospital groups, super groups and alliances, nursing
homes, home health agencies, and for-profits. An interesting quote
on for-profits indicates how time and change are indeed important
factors in strategic planning in the health care field: "Behind
many of the competitive concerns.lies the specter of the for-
profits. Their competitive edge has lain until now in the
excellence of their management. But developments in the past half-
decade have shown that the voluntary sector can match the for-
profits in management excellence. Despite reservations that may
not always be untrue, the for-profit sector has demonstrated that
good management can pay off in health care. But will the voluntary
institutions end up making the same mistakes and having the same
accusations leveled at them as the for-profits have? It is
disturbing to talk to the head of a voluntary hospital group and
hear him describe physicians as his potential competitors."

                           *********

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.

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