TCR_Public/040407.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 7, 2004, Vol. 8, No. 69

                           Headlines

252 WICHITA INC: Case Summary & 20 Largest Unsecured Creditors
ADELPHIA COMMS: Has Until June 16, 2004 to Decide on Leases
AGWAY INC.: Creditors' Ballots are Due on April 12, 2004
ALLEGIANCE TELECOM: FCC Approves XO Communications Acquisition
AMERICANA PUBLISHING: Posts $2.5M Net Loss Despite Record Revenues

AMERICAN LEGION: Case Summary & 15 Largest Unsecured Creditors
AMERICA WEST AIRLINES: Reports Improved Traffic Results for March
AMERICO LIFE: Fitch Withdraws Low-B Level Debt Ratings
ATLANTIC COAST: Independence Air Ready for Takeoff This Summer
ATLANTIC COAST: Agrees to Exit United Express Program

BIDDLE-ASHLAND I: Case Summary & 5 Largest Unsecured Creditors
CEDARA: Inks Supply & Services Agreement with Hitachi Medical
CONGOLEUM CORP: Interest Nonpayment Spurs S&P to Cut Rating to D
CROWN CASTLE: Will Hold Analyst Day Near Pittsburgh on April 15
DEVELOPERS DIVERSIFIED: Fitch Rates $535 Mil. Preferreds at BB+

DIAMOND ROAD: Section 341(a) Meeting Slated for April 27, 2004
DII IND.: Court Approves Professor Green as Futures Representative
DOLPHINITE INC: Voluntary Chapter 11 Case Summary
DYNABAZAAR: 2003 Audit Opinion Cites Going Concern Qualification
EDISON INT'L: Fitch Comments on $1.78B Term Loan Restructuring

EL PASO: Schatz & Nobel Commences Retirement Plan Investigation
ENRON CORP: Asks Court to Disallow British Columbia Power Claims
ENRON CORP: Objects to Hundreds of Employee Claims
ENRON: Court Authorizes Final Collateral Agreement with Sierra
ENTRADA NETWORKS: Q4 & FY Losses Trigger Bank Covenant Default

EXIDE TECH: Confirmation Objections Must Be Filed By April 9
FARMLAND INDUSTRIES: Inks Pact Selling Agriliance Stake to CHS
FEDERAL-MOGUL: Agrees to Settle UK Insurance Coverage Dispute
FELCOR: Raises $107 Million from Convertible Preferred Stock Sale
GRENADA MANUFACTURING: Case Summary & Largest Unsecured Creditors

IMMUNE RESPONSE: Auditors Express Going Concern Qualification
INNSUITES: Debt Cut by $14.7M After San Diego & Tempe Asset Sales
INTEGRATED HEALTH: Rotech to Establish Corsello Claims Reserve
INTERNATIONAL WIRE: Employs Weil Gotshal as Bankruptcy Counsel
IPIX CORPORATION: Raises $5 Million in Private Stock Sale

LAKE HAMILTON: U.S. Trustee to Meet with Creditors on May 18, 2004
METROMEDIA: Must Resolve Sr. Note Covenant Compliance by June 1
METROMEDIA INTL: Decides Not to Declare Preferred Stock Dividend
MICRO BYTES INC: Case Summary & 20 Largest Unsecured Creditors
MIRANT: Inks Stipulation Setting Amount Owed Under the SMUD Pact

MITEK SYSTEMS: Nasdaq Delisting Hearing Scheduled for April 22
MOLECULAR DIAGNOSTICS: Bathgate Capital Invests $1.5 Million
NEW CENTURY: Will Convert into a Real Estate Investment Trust
NEW CENTURY: First Quarter 2004 Loan Production Tops $8.4 Billion
NORTEL: SEC Orders Formal Investigation Over Results Restatement

NORTH COUNTRY: Exploring Alternatives to Address Capital Needs
NRG ENERGY: Rural Utilities Asserts $8.6 Million Admin. Claim
OMEGA HEALTHCARE: Closes on $26 Million of New Investments
OMEGA HEALTHCARE: Sells $200M Interest Rate Cap & Florida Facility
OR RAMBLEWOOD LLC: Involuntary Case Summary

OWENS: Wants Clearance to Implement Discounted Tax Payment Scheme
OXFORD INDUSTRIES: Declares Quarterly Cash Dividend Payable May 29
PACER HEALTH: Now Owns South Cameron Memorial Hospital in La.
PARMALAT: Grand Cayman Court Denies Bondi as Capital Liquidator
PER-SE TECH: Filing Delay Prompts Nasdaq's Noncompliance Notice

PG&E NATIONAL: Reaches Settlement to End Rockingham Claim Dispute
PLAINVILLE TRUCK: Case Summary & 20 Largest Unsecured Creditors
QUESTERRE: Beaver River Unit Files for CCAA Protection in Canada
RURAL/METRO: Remains as Youngstown, Ohio's 911 Ambulance Provider
SEGA GAMEWORKS: Look for Schedules & Statements on April 9

SK GLOBAL: Court Adjourns Sec. 304 Injunction Hearing to June 9
SMITHFIELD FOODS: Sells Schneider to Maple Leaf Foods for $378MM
SPRING AIR PARTNERS: Tap Zukerman Gore as Special Corp. Counsel
STOLT OFFSHORE: Signs $150 Million Contract in Nigeria
SUREBEAM: Bankruptcy Court Approves Titan Settlement With Trustee

TECH FABRICATIONS: Case Summary & Largest Unsecured Creditors
TELETECH: Broadband Service Provider Extends Service Agreement
TITANIUM: Commences Convertible Pref. Securities Exchange Offer
UNDERWRITER INSURANCE: Fitch Withdraws B Financial Strength Rating
UNIFAB: Losses & Strained Liquidity Prompt Going Concern Doubt

UNITED AIRLINES: Opts to Work With New Regional Carriers
VENUS EXPLORATION: PYR Energy to Acquire All Assets for $3,225,000
VIRAGEN INC: Entering into $20 Million Financing Agreement
VIVENDI: Files Claim Against APPAC Counsel K. Canoy in Paris
VULCAN ENERGY: S&P Places BB Credit & Debt Ratings on Watch Neg.

WARNACO GROUP: Cheryl N. Turpin Elected to Board of Directors
WESTPOINT STEVENS: American Appraisal's Retention Expands
WINN-DIXIE: Will Webcast Third Quarter Results on April 30
WORLDCOM: Court Okays GITSA Amendments & GNOA Letter Agreement
WORLDSPAN LP: Ratings on S&P's Watch Positive Citing Planned IPO

W.R. GRACE: Expanding Deloitte's Services to Lease Consulting

* Upcoming Meetings, Conferences and Seminars

                           *********

252 WICHITA INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 252 Wichita Inc.
        dba Bricktown 54
        9975 Creek 470
        Blue Ridge, Texas 75424

Bankruptcy Case No.: 04-11613

Type of Business: The Debtor operates Bar and club.

Chapter 11 Petition Date: April 1, 2004

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Edward J. Nazar, Esq.
                  Redmond & Nazar, LLP
                  900 Olive West Garvey Building
                  200 West Douglas
                  Wichita, KS 67202-3089
                  Tel: 316-262-8361

Total Assets: $470,470

Total Debts:  $1,365,255

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Williams Construction Co Inc                            $198,000

Oswalt Restaurant Supply      Inventory, Equipment,     $178,136
                              Appliance

Southards Welding & Mfg.                                $127,231

Kansas Siding & Home                                    $122,222

Data Terminals                                          $110,737

Allstate Electrical                                     $100,283
Contractor

TechTronics                   Wichita Location.          $98,388
                              Canderra paid

Jayhawk Plumbing Inc.                                    $54,705

Stonhard                                                 $50,264

E Z Electric Inc.                                        $42,408

Kansas Dept. of Revenue       Liquor Tax                 $41,267

Tri State Drywall Acoustic                               $33,650

Performance Surfaces                                     $28,603

Morris Lightning Company                                 $15,552

D&D Surplus Sales                                        $15,000

Knockout Specialties Inc.                                $14,766

Internal Revenue Service                                 $14,580

Internal Revenue Service                                 $13,904

Debee Gilchrist & Lidia                                  $12,206

Internal Revenue Service                                  $9,532


ADELPHIA COMMS: Has Until June 16, 2004 to Decide on Leases
-----------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Adelphia
Communications Debtors sought and obtained a further extension of
their deadline to decide whether to assume, assume and assign, or
reject unexpired non-residential real property leases to and
including June 16, 2004. (Adelphia Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AGWAY INC.: Creditors' Ballots are Due on April 12, 2004
--------------------------------------------------------
On February 27, 2004, the U.S. Bankruptcy Court for the Northern
District of New York approved the Disclosure Statement for the
Joint Chapter 11 Plan of Liquidation filed by Agway Inc and its
debtor-affiliates.

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

The Court has set April 12, 2004, as the deadline for creditors to
vote on the Joint Plan. Ballots must be submitted not later than
4:00 p.m. Eastern Time on that day, to:

Mail:                            Hand Delivery/Overnight Courier:
Donlin, Recano & Company, Inc.   Donlin, Recano & Company, Inc.   
Re: Agway, Inc., et al.          Re: Agway, Inc., et al
P.O. Box 2034                    419 Park Avenue South   
Murray Hill Station              Suite 1206
New York, NY 10156               New York, NY 10013
Attn: Voting Department          Attn: Voting Department

The Honorable Stephen D. Gerling will convene a confirmation
hearing on April 21, 2004, at 10:oo a.m., to review the Plan's
merits and any objections.  

Agway, Inc. is an agricultural cooperative owned by 69,000
Northeast farmer-members. On October 1, 2002, Agway, Inc. and
certain of its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D.N.Y. Case No. 02-65872).


ALLEGIANCE TELECOM: FCC Approves XO Communications Acquisition
--------------------------------------------------------------
XO Communications, Inc. (OTCBB:XOCM.OB) announced that the Federal
Communications Commission has approved its acquisition of
substantially all of the assets of Allegiance Telecom, Inc., which
will position the company as one of the nation's largest
facilities-based competitors to the regional Bell operating
companies. XO expects to complete its acquisition of the
Allegiance assets and obtain final state regulatory approvals
during the second quarter of 2004.

"The combination of XO and Allegiance will bring the type of
competition to the regional Bell operating companies originally
envisioned by Congress when it enacted the Telecommunications Act
of 1996," said XO Communications' CEO, Carl Grivner. "With our
national network footprint in more local markets across the
country, XO will be able to offer businesses more choices for
their local, national and end-to-end telecommunications needs."

With the addition of Allegiance Telecom's assets, XO will have
more nationwide connections to regional Bell operating companies'
networks than any other CLEC, and double the Points of Presence
(PoPs) within the 36 major metropolitan areas where both XO and
Allegiance operate. With this vastly expanded network footprint,
XO believes it will be better positioned to compete head to head
with other companies in the nationwide local telecommunications
services market.

"Our integration team is moving quickly to bring together the best
assets from both companies in terms people, processes and
technology. We remain confident that through these efforts we will
be able to achieve our goal of approximately $160 million in
annual cost savings over time from the acquisition of the
Allegiance assets," added Grivner.

On February 13, 2004, XO Communications was selected as the
winning bidder for Allegiance Telecom, which had filed for
financial restructuring under Chapter 11 of the U.S. Bankruptcy
Code on May 14, 2003. Under the terms of the purchase agreement,
XO agreed to purchase substantially all of the assets of
Allegiance Telecom and its subsidiaries except for Allegiance's
customer premises equipment sales and maintenance business
(operated under the name of Shared Technologies), its managed
modem business, and certain other Allegiance assets and
operations.

                  About XO Communications

XO Communications is a leading broadband telecommunications
services provider offering a complete portfolio of
telecommunications services, including: local and long distance
voice, Internet access, Virtual Private Networking (VPN),
Ethernet, Wavelength, Web Hosting and Integrated voice and data
services.


AMERICANA PUBLISHING: Posts $2.5M Net Loss Despite Record Revenues
------------------------------------------------------------------
Americana Publishing, Inc. (OTC Bulletin Board: APBH) reported
record revenues for the year ended 2003. Revenues nearly doubled
to $1,277,572 in 2003 compared to $640,848 in 2002.

"We attribute our increased revenues to continued demand for our
books on tape and CD," said George Lovato, Jr., Americana
Publishing, Inc. chairman and chief executive officer. "Moreover,
we continue to expand the number and variety of distribution
outlets for our products."

Gross profit from operations for the fiscal year ended December
31, 2003 increased to $792,690 as compared to $537,328 for the
fiscal year ended December 31, 2002.

"We're very excited about our forthcoming acquisition of Coreflix
which will accelerate our entry into the very lucrative online,
video rental field," said Lovato. "Our recent installation of in-
house duplicating equipment has helped us greatly reduce our
production costs and virtually eliminate excess inventory."

Total loss from operations was $2,481,724 for the year ended
December 31, 2003 as compared to a loss from operations of
$1,724,162 for the year ended December 31, 2002, an increase of
$757,562. The increase in net loss from operations was primarily
due to issuance of share of common stock as compensation expense
and consulting expense.

During 2003 Americana reported the following highlights:

* Americana released the third in a series of popular books by
   author Cindy Davis titled "Miriam's Healing."

* The Company anticipates releasing the long-awaited book "Hiding
   Under The Table," by addiction guru Dennis Henning in fall of
   2004.

* Americana's CMG subsidiary filed a Chapter 7 voluntary
   bankruptcy proceeding in the Federal Eastern District
   Bankruptcy Court of Tennessee to dispose of a non-performing
   tape and CD duplication company and eliminating $2.1 million
   and debt from its balance sheet.

* In November the Company reported that fourth quarter revenues
   are running ahead of projections.

* Also in November the Company reported that its DVD program, to
   be launched in 2004, would be similar to other national DVD
   rental programs.

* Americana launched a marketing campaign to more than 2,000
   trucking companies to distribute its inventory to the truck
   driver through those companies.

* The Company announced it has completed the groundwork for
   launching a CD audio book rental program in the first quarter
   of 2004. These rentals will be offered to the Company's
   existing truck stop customers as well as marketed directly to
   more than 2,000 trucking companies, which the Company believes
   represent approximately one-half million truck drivers.

Subsequent to year-end the Company announced the following:

* It has completed the installation of state-of-the art audio CD
   and tape duplication equipment. The new equipment will greatly
   increase efficiencies and add a new revenue source to the
   Company.

* The Company also intends to expand its operations after
   finalizing the deal to acquire the online movie rental company
   Action Media Group, LLC D/B/A Coreflix(TM). The all-stock
   acquisition will consolidate overhead and increase operational
   efficiencies.

                  ABOUT AMERICANA PUBLISHING, INC.

Americana Publishing, Inc. is a vertically integrated multimedia
publishing company whose primary business is publishing and
selling audio books, print books and electronic books in a variety
of genres. Sales of its products are conducted through the
Internet as well as through a distribution network of more than
35,000 retail stores, libraries and truck stops.

                        *   *   *

               GOING CONCERN UNCERTAINTY

In its Form 10-KSB for the fiscal year ended December 31, 2003,
Americana Publishing, Inc. states:
             
"Our financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
During the years ended December 31, 2003 and 2002, we incurred
losses of $2,520,972 and $2,615,518, respectively. In addition, as
of December 31, 2003, our total current liabilities exceeded our
total current assets by $2,895,438, and our shareholders' deficit
was $2,525,828. These factors, among others, raise substantial
doubt about our ability to continue as a going concern."


AMERICAN LEGION: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Legion Post # 59
        243 Commerce South West
        Grand Rapids, Michigan 49503

Bankruptcy Case No.: 04-03260

Chapter 11 Petition Date: March 16, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Jeffrey L. Hampel, Esq.
                  Attorney at Law
                  2000 28th Street, South West
                  Wyoming, MI 49509
                  Tel: 616-534-7522

Total Assets: $2,403,695

Total Debts:  $259,794

Debtor's 15 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Accident Fund                                $4,958

BWUC                                         $1,068

Ameritech                                      $964

D&B RMS                                        $766

Canadian Bond                                  $399

Capital Supply                                 $290

City of Grand Rapids                           $272

City Commission Chambers                       $219

Boston Lock                                    $209

Consumers Energy                               $207

City Commission Chambers                       $163

ATT Long Distance                               $83

Comcast Cable                                   $79

Broadcast                                       $75

Cintas                                          $42


AMERICA WEST AIRLINES: Reports Improved Traffic Results for March
-----------------------------------------------------------------
America West Airlines (NYSE: AWA) reported traffic statistics for
the month of March and year-to-date 2004.  Revenue passenger miles
(RPMs) for March 2004 were a record 2 billion, an increase of 6.4
percent from March 2003.  Capacity for March 2004 was a record 2.6
billion available seat miles (ASMs), up 6.3 percent from March
2003.  The passenger load factor for the month of March was 76.5
percent versus 76.4 percent in March 2003, while passenger load
factor for the entire first quarter was a record 72.1 percent.

"We were pleased that unit revenues for March were flat year-over-
year despite significant growth in both utilization and stage
length.  In addition, this growth also helped us achieve lower
than anticipated unit costs during the quarter," said Scott Kirby,
executive vice president, sales and marketing.

America West Airlines is the nation's second largest low-fare
airline and the only carrier formed since deregulation to achieve
major airline status. America West's 13,000 employees serve nearly
55,000 customers a day in 93 destinations in the U.S., Canada,
Mexico and Costa Rica.

                        *   *   *

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

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


AMERICO LIFE: Fitch Withdraws Low-B Level Debt Ratings  
------------------------------------------------------
Fitch Ratings has withdrawn the debt ratings of Americo Life, Inc.

        Americo, Life Inc.

                -- Long term issuer Withdrawn 'BB+'.
                -- Subordinated Debt Withdrawn 'BB'.


ATLANTIC COAST: Independence Air Ready for Takeoff This Summer
--------------------------------------------------------------
Independence Air and parent company Atlantic Coast Airlines
Holdings, Inc. (Nasdaq: ACAI) announced the launch sequence for
its long-awaited new low-fare service that will feature over 300
daily departures from Washington Dulles International Airport this
summer -- making it the largest low-fare hub in America.

In May, Independence Air will hold a nationwide satellite news
conference and launch celebration from Washington, DC. This
kickoff event will be broadcast live on the Internet, and will be
available to media outlets across the country. On that date,
Independence Air will unveil additional details of its launch plan
to the public, including:

    * The destinations Independence Air will serve starting this    
      summer

    * The low-fare pricing and simple, hassle-free travel
      experience

    * The convenient schedule of frequent departures to/from each
      destination

    * The opening of its FLYi.com reservations website for
      customer bookings

    * The exact start dates of service to the Independence Air
      destinations

Low-fare service to Independence Air's new destinations will begin
this summer based on the agreed transition schedule of its jet
aircraft still in service with United Airlines. The inaugural
Independence Air flights are scheduled for June 16th, and more
will be added throughout July, August and September -- quickly
building up to over 300 daily departures this summer.

Chairman and Chief Executive Officer Kerry Skeen said, "This is
it! Independence Air is ready for takeoff this summer, and we
couldn't be more excited. Over the past few months, thousands of
travelers in the Washington/Northern Virginia area and communities
across the country have told us they are thrilled to hear about a
new low-fare service that will make air travel faster and easier -
- and we will finally answer that demand in May when Independence
Air is officially open for business."

Independence Air service will be provided using a fleet of over
110 jet aircraft fitted with new slimline leather seats, including
at least 25 new 132-passenger Airbus 319s with over 20 channels of
live satellite TV available at every seat. The Airbus planes --
which are scheduled to launch in November -- will allow
Independence Air to offer coast-to-coast low-fare service to
additional destinations in Florida, the Midwest and West Coast.

The "preview" website for Independence Air is available now at
http://www.FLYi.com/

Web visitors who sign up for membership to the iCLUB will receive
additional information about Independence Air services, and be
offered the opportunity to take advantage of special offers and
promotions available only to members.

Atlantic Coast Airlines (S&P, B- Corporate Credit Rating,
Developing) currently operates as Delta Connection and United
Express in the Eastern and Midwestern United States as well as
Canada. The company has a fleet of 142 aircraft -- including a
total of 120 regional jets -- and offers 800 daily departures,
serving over 80 destinations. The company employs approximately
4,100 aviation professionals.

For more information about Atlantic Coast Airlines Holdings, Inc.,
please visit its website at http://www.atlanticcoast.com/

                      *   *   *

As reported in the TCR's February 23, 2004 edition, Standard &
Poor's Ratings Services assigned its 'CCC' rating to Atlantic
Coast Airlines Holdings Inc.'s (B-/Negative/--) $125 million
convertible notes due 2034, offered under Rule 144A with
registration rights.

"The ratings on Atlantic Coast reflect its relatively small size
within the high-risk U.S. airline industry and substantial
operating lease burden, mitigated to some extent by revenue
stability that has been provided by fee-per-departure contracts
with major airline partners," said Standard & Poor's credit
analyst Betsy Snyder.


ATLANTIC COAST: Agrees to Exit United Express Program
-----------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. (ACA) (Nasdaq: ACAI)
announced it has reached an agreement with United Airlines
providing for an orderly transition and exit plan for all its
United Express aircraft as a result of United's decision to reject
its agreement with ACA. The transition is scheduled to begin June
4, 2004 and continue through August 5, 2004. The agreement is
subject to bankruptcy court approval. A hearing will be held on
April 16, 2004.

This agreement clears a significant hurdle in the ongoing
transition of Atlantic Coast Airlines from a fee-per-departure
carrier to its new identity as Independence Air -- the low-fare
airline that will serve Washington Dulles International Airport
with a schedule of over 300 daily departures this summer to
destinations across the U.S. The Independence Air operation at
Washington Dulles will be the largest low-fare hub in America.

The last date of service for the ACA aircraft in the United
Express schedule is as follows:

  Date           CRJs to Exit United Express       J-41s to Exit
  June 3                     30                         17
  July 6                     30                          -
  August 4                   26                          5

As each of the company's 50-passenger CRJ regional jets exits the
United Express program, it will undergo a complete interior
upgrade-including the installation of new leather slimline
seating-as well as a complete exterior conversion to the new
Independence Air logo and colors. They will be joined by a fleet
of at least 25 Airbus A319s, which will allow Independence Air to
serve destinations in Florida, the Midwest and the West Coast. The
A319s also will be fitted with leather interiors in a single class
configuration, and feature over 20 channels of live satellite TV
in every seatback.

All the J-41 turboprop aircraft will be retired as they exit the
United Express program, since Independence Air will operate an
all-jet fleet.

The "preview" website for Independence Air is available now at
http://FLYi.com/

On the day the company officially announces its destinations and
low-fare pricing, customers will immediately be able to begin
making reservations directly on the website.

Web visitors who sign up for membership to the iCLUB will receive
additional information about Independence Air services, and be
offered the opportunity to take advantage of special offers and
promotions that will be made available only to members.

Atlantic Coast Airlines (S&P, B- Corporate Credit Rating,
Developing) currently operates as Delta Connection and United
Express in the Eastern and Midwestern United States as well as
Canada. The company has a fleet of 142 aircraft -- including a
total of 120 regional jets -- and offers 800 daily departures,
serving over 80 destinations. The company employs approximately
4,100 aviation professionals.

For more information about Atlantic Coast Airlines Holdings, Inc.,
please visit its website at http://www.atlanticcoast.com/

                      *   *   *

As reported in the TCR's February 23, 2004 edition, Standard &
Poor's Ratings Services assigned its 'CCC' rating to Atlantic
Coast Airlines Holdings Inc.'s (B-/Negative/--) $125 million
convertible notes due 2034, offered under Rule 144A with
registration rights.

"The ratings on Atlantic Coast reflect its relatively small size
within the high-risk U.S. airline industry and substantial
operating lease burden, mitigated to some extent by revenue
stability that has been provided by fee-per-departure contracts
with major airline partners," said Standard & Poor's credit
analyst Betsy Snyder.


BIDDLE-ASHLAND I: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Biddle-Ashland I, LLC
             3501 East Biddle Street
             Baltimore, Maryland 21213

Bankruptcy Case No.: 04-17669

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Biddle-Ashland II, LLC                     04-17668

Type of Business: The Debtor operates a Real Estate Rental and
                  Development.

Chapter 11 Petition Date: March 29, 2004

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Howard M. Heneson, Esq.
                  Christman & Fascetta
                  810 Glen Eagles Court, Suite 301
                  Towson, MD 21286
                  Tel: 410-494-8388
                  Fax: 410-494-8389

                                Total Assets    Total Debts
                                ------------    -----------
Biddle-Ashland I, LLC            $12,004,600     $6,465,800
Biddle-Ashland II, LLC            $1,032,500     $6,443,000

A. Biddle-Ashland I, LLC's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
BGE                           Utility                    $30,000

BGE                           Utility                    $25,000

Verizon                       Telephone                     $800

B. Biddle-Ashland II, LLC's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Mathon Fund I LLC             4 +/- acre paved        $6,410,000
1819 East Southern Avenue     parcel
Suite D-10                    Secured:
Mesa, AZ 85204                $1,000,000

Easy Financing Corp.          2001 Toyota Land           $33,000
                              Cruiser
                              Secured: $32,500


CEDARA: Inks Supply & Services Agreement with Hitachi Medical
-------------------------------------------------------------
Cedara Software Corp. (TSX:CDE/OTCBB:CDSWF), a leading independent
developer of medical software technologies for the global
healthcare market, signed an agreement with Hitachi Medical
Corporation, to supply certain of its medical imaging technologies
and services to Hitachi.

The agreement is valued at a minimum of Cdn$6.1 million.

"We are pleased that Cedara has been successful in securing this
major agreement with Hitachi Medical Corporation, a leading
manufacturer of medical devices," said Abe Schwartz, Cedara's
President and CEO.

Cedara Software Corp. is a leading independent provider of medical
technologies for many of the world's leading medical device and
healthcare information technology companies. Cedara software is
deployed in thousands of hospitals and clinics worldwide. Cedara's
advanced medical imaging technologies are used in all aspects of
clinical workflow including the operator consoles of numerous
medical imaging devices; Picture Archiving and Communications
Systems (PACS); sophisticated clinical applications that further
analyze and manipulate images; and even the use of imaging in
minimally-invasive surgery. Cedara is unique in that it has
expertise and technologies that span all the major digital imaging
modalities including magnetic resonance imaging (MRI), computed
tomography (CT), digital X-ray, ultrasound, mammography,
cardiology, nuclear medicine, angiography, positron
emission tomography (PET) and fluoroscopy.

The company's December 31, 2003, balance sheet discloses a working
capital deficit of about CDN$5 million.


CONGOLEUM CORP: Interest Nonpayment Spurs S&P to Cut Rating to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on vinyl-
flooring manufacturer Congoleum Corp. to 'D' and removed them from
CreditWatch. Standard & Poor's initially placed the ratings on
CreditWatch with developing implications on Jan. 15, 2003, when
the company announced that it was negotiating a global settlement
with current asbestos plaintiffs and planned to file for
bankruptcy.

"The latest rating action was prompted by the company's failure to
make the Feb. 1, 2004, interest payment on its $100 million 8.625%
senior unsecured notes," said Standard & Poor's credit analyst
Pamela Rice. As a result of the bankruptcy filing, the company is
prohibited from paying interest on the senior unsecured notes. The
company's prepackaged Chapter 11 plan of reorganization, which was
filed on Dec. 31, 2003, provides that Congoleum's nonasbestos
creditors will be unimpaired. Although the proposed plan of
reorganization provides that the senior unsecured notes will be
reinstated with accrued interest payable upon the effective date
of the plan, Standard & Poor's is unsure as to the timing and
certainty of such an event. Total debt at Dec. 31, 2003, was about
$110 million.

Under the terms of the plan, Congoleum will contribute certain
insurance rights and a note for about $2.7 million to a trust to
be formed for the benefit of asbestos personal injury claimants.
If the plan is confirmed, all current and future asbestos claims
against Congoleum would be channeled to the trust and Congoleum
would have no further liability for such claims. In January 2004,
the bankruptcy court approved debtor-in-possession financing for
Congoleum and authorized the company to pay suppliers in the
ordinary course of business.

Congoleum, based in Mercerville, N.J., experienced a rapid
escalation in the number of asbestos-related claims filed against
it during the past three years. Insurance carriers had covered a
substantial majority of all defense and indemnity costs incurred
until August 2002, when the company was notified that it had
exhausted its primary coverage (the company had purchased primary
and excess insurance policies providing in excess of $1 billion
coverage for general and product liability claims). The excess
insurance coverage is being litigated in a separate proceeding in
New Jersey State Court.


CROWN CASTLE: Will Hold Analyst Day Near Pittsburgh on April 15
---------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) has scheduled an
Analyst Day at its USA headquarters near Pittsburgh on Thursday,
April 15, 2004, from 10:00 a.m. until 2:00 p.m. eastern time.  
Crown Castle will webcast the event live over the Internet at
http://www.crowncastle.com/, where it will also be archived
for replay.

For more information, or if you would like to attend this event,
contact Vonna Newsom at 713-570-3057 or email
vonna.newsom@crowncastle.com

Crown Castle International Corp. (S&P, B- Corporate Credit Rating,
Stable Outlook) engineers, deploys, owns and operates
technologically advanced shared wireless infrastructure, including
extensive networks of towers and rooftop sites as well as analog
and digital audio and television broadcast transmission systems.
Crown Castle offers near-universal broadcast coverage in the
United Kingdom and significant wireless communications coverage in
the United States, United Kingdom and Australia. The company owns,
operates and manages over 15,500 wireless communication sites
internationally. For more information on Crown Castle visit:

                 http://www.crowncastle.com/

Crown Castle's December 31, 2003 balance sheet shows a working
capital deficit of $20,074,000


DEVELOPERS DIVERSIFIED: Fitch Rates $535 Mil. Preferreds at BB+
---------------------------------------------------------------
Following Developers Diversified Realty's announcement to acquire
a $2.3 billion retail portfolio, Fitch has affirmed the ratings at
'BBB-' for $833 million outstanding senior unsecured notes due
2004 through 2018, and 'BB+' for $535 million outstanding
preferred stock for the real estate investment trust. The Rating
Outlook is Stable.

DDR announced that it had entered into a binding agreement to
acquire the retail portfolio of Benderson Development Company,
Inc, a Buffalo, NY-based privately held firm. The transaction is
expected to close in the second quarter of 2004. The retail
portfolio is currently 94% leased and consists of 110 community
center properties encompassing 18.8 million square feet, with a
majority of the assets located within New York State (79 assets)
and the balance (31 assets) located throughout Florida, Kentucky,
Michigan, North Carolina, New Jersey, Ohio, and Pennsylvania. The
sizeable acquisition is projected to increase DDR's overall total
market capitalization by approximately 30%. The acquisition is
consistent with DDR's ability to execute and integrate sizeable
acquisitions as evidenced by its acquisition of JDN Realty
Corporation (JDN) in 2003, and Fitch anticipates integration
issues to be manageable. The transaction enhances DDR's nationwide
geographic presence and increases its Northeast exposure with New
York State becoming its largest geographic concentration. The
transaction also provides synergistic opportunities within DDR's
existing tenant base, and supports an already solid credit tenant
roster including Walmart/Sam's Club, Home Depot, and Dick's
Sporting Goods. Although we continue to be concerned with Tops
Markets (Ahold USA), DDR's well diversified tenant base and strong
tenant relations help to mitigate this exposure.

DDR demonstrates access to multiple forms of capital and Fitch
anticipates DDR will utilize all forms including secured and
unsecured financing, assets sales, equity, and expanded use of its
joint venture (JV) relationships to finance the transaction. Fitch
acknowledges that the use of JVs is consistent with DDR's
investment strategy and the firm does have a successful history of
operating joint ventures in terms of structuring and maintaining
strong partner relations.

Although near-term leverage levels may increase to finance the
Benderson transaction, Fitch believes that DDR has the financing
capacity at the 'BBB-' rating level and, consistent with its prior
acquisition of JDN, anticipates that DDR will return to pre-
transaction leverage levels. Fitch will continue to monitor
portfolio integration and the execution risk related to the
acquisition financing.

The ratings continue to be supported by DDR's high quality asset
base, experienced and capable management team, strong tenant
relationships, and the firm's ability to maintain solid property
fundamentals in terms of occupancy (currently over 95%) and rental
growth in the midst of an uncertain economy. Nevertheless, Fitch's
Outlook for retail remains Stable. DDR exhibits strong defensive
portfolio features highlighted by a well diversified tenant base
(inclusive of the Benderson assets) with its three largest tenants
being Walmart (rated AA) representing 4.9% of total base revenues,
Tops (Ahold USA) at 4.8%, and TJ Maxx/Marshall's at 2.3%. Other
defensive features include an average lease term of seven years,
representing one of the better averages among its peer group,
which helps minimize its re-leasing exposure.

Fitch recognizes DDR's strategic advantage of owning dominant
shopping centers (over 250,000 sf) anchored with multiple
nationally recognized tenants (such as Walmart, Kohl's, Target,
Bed, Bath & Beyond, and TJ Maxx). The centers are typically
located within highly trafficked areas with solid demographics. In
addition, DDR's properties usually have excess land located within
or adjacent to its assets that provide configuration flexibility,
which combined with DDR's development and re-development
expertise, enhances the asset's competitive positioning through
expansion and re-development opportunities and out-parcel sales.

Credit concerns include the near-term increase in debt to
facilitate the acquisition, from an already heightened leverage
ratio of 49% of un-depreciated book and debt plus preferred over
un-depreciated book at 55% as of fourth-quarter 2003 (4Q'03). DDR
has stated its intention to execute the financings on a leverage
neutral basis and to return to pre-transaction levels. As of
4Q'03, interest and fixed charge coverage were 2.9 times (x) and
2.3x, respectively (inclusive of capitalized interest,
amortization and capital expenditures), and these ratios may be
pressured during the interim acquisition financing.

Developers Diversified Realty Corporation (NYSE: DDR) exhibits a
nationwide geographic presence and with the Benderson acquisition,
DDR will own and manage over 474 operating and development retail
properties throughout 44 states encompassing nearly 101.5 million
square feet. Headquartered in Beachwood, Ohio, DDR is one of the
largest retail REITs with a total market capitalization estimated
at approximately $6.1 billion, as of 1Q'04.


DIAMOND ROAD: Section 341(a) Meeting Slated for April 27, 2004
--------------------------------------------------------------
The United States Trustee will convene a meeting of Diamond Road
Company LLC's creditors at 4:00 p.m., on April 27, 2004, in Room
2610, 725 South Figueroa Street, Los Angeles, California 90017.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Palos Verdes Esta, California, Diamond Road
Company LLC, filed for chapter 11 protection on March 19, 2004
(Bankr. C.D. Calif. Case No. 04-16360).  Mark Bradshaw, Esq., at
Marshack Schulman Hodges & Bastian represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed both estimated debts and assets of over
$10 million.


DII IND.: Court Approves Professor Green as Futures Representative
------------------------------------------------------------------
The DII Industries, LLC and Kellogg, Brown & Root Debtors sought
and obtained final Court approval to appoint Professor Eric Green
as legal representative for the purpose of protecting and
representing the rights of persons who might subsequently assert
demands related to asbestos or silica exposure.  

Prof. Green is a nationally recognized mediator, arbitrator and
neutral, having co-founded two leading alternative dispute
resolution firms, Endispute and Resolutions, LLC, and having
practiced and written about the field of alternative dispute
resolution for 20 years.

Prof. Green is a Professor of Law at Boston University School of
Law where he teaches courses in evidence, alternative dispute
resolution, and mass torts.  His work in asbestos and other toxic
tort litigation has been extensive.  He currently serves as the
court-appointed legal representative for future asbestos
personal-injury tort claimants in the Babcock & Wilcox Company,
et al. cases in the Eastern District of Louisiana and the
Federal-Mogul Products, Inc., et al. cases and the Fuller-Austin
Insulation Co. bankruptcy case in the District of Delaware.
Prof. Green currently serves as the legal representative to the
Fuller Austin Settlement Trust on behalf of future claimants.

Prof. Green has also served as the court-appointed special master
in the Ohio Asbestos Litigation (N.D. Ohio), the Connecticut
Asbestos Litigation (D. Ct.), and the Massachusetts Asbestos
Litigation (D. Mass.; Mass. Sup. Ct.).  He mediated and
arbitrated numerous cases involving asbestos personal-injury
claims, asbestos property damage claims, asbestos insurance
coverage claims, asbestos reinsurance and asbestos
indemnification claims.  He served as a special consultant to the
Manville Personal Injury Settlement Trust and as guardian ad
litem for the future claimants in In re Asbestos Litigation, 90
F.3d 963 (5th Cir. 1996) (Ahearn v. Fibreboard), 162 F.R.D. 505
(E.D. Tex. 1995)).  As special master and guardian ad litem,
Prof. Green assisted in the settlement of thousands of personal-
injury asbestos claims and reviewed these settlements for their
fairness, reasonableness and adequacy.

The Debtors appointed Prof. Green pursuant to an engagement
agreement dated October 22, 2002.  Following his appointment,
Prof. Green and his counsel, Young Conaway Stargatt & Taylor,
LLP, were actively involved in conducting due diligence with
respect to the prepetition settlement agreements and the Plan.
Prof. Green also retained the investment banking firm, Dresdner
Kleinwort Wasserstein, LLC, to serve as his financial advisor
with respect to the Debtors' financial affairs.  In addition,
Prof. Green engaged Analysis Research Planning Corporation as an
econometric expert to assist him in estimating the number of
likely future asbestos and silica-related claims, J.W. Wilson &
Associates, Inc. to provide expert economic, accounting and
financial analysis, Schiff Hardin & Waite to provide general
legal advice, and Doug C. Allen to provide technical services in
the areas of insurance coverage and construction.

Prof. Green spent significant time and resources analyzing the
Debtors' assets and reviewing the status of the pending asbestos
and silica claims and insurance coverage issues.  Prof. Green
actively negotiated the Plan Documents, including the terms of
the Asbestos PI Trust and Silica PI Trust created under the Plan.
Prof. Green, his counsel and other professionals undertook their
responsibilities diligently and negotiated with the various
parties in good faith.

In connection with his prepetition services and under the terms
of the Engagement Agreement, Prof. Green received a $9,000 per
diem fee, paid by the Debtors, plus reimbursement of customary
out-of-pocket expenses.

The Debtors will compensate Prof. Green for his postpetition
services at $600 per hour, plus reimbursement of customary out-
of-pocket expenses.  The Debtors also obtained liability
insurance coverage for Prof. Green through Illinois Union
Insurance Co., with a $47,700 annual premium.

Prof. Green is likely to retain certain professionals as he deems
appropriate to assist him in the performance of his duties.  The
Debtors will reimburse Prof. Green for the reasonable fees and
expenses incurred by these professionals for services within the
scope of his employment as allowed by the Court.  The Debtors
paid the fees and expenses of Prof. Green and these professionals
for their work before the Petition Date.

The Debtors will also indemnify and defend and hold Prof. Green
harmless, as well as his partners, associates, principals,
employees and professionals, from and against any losses, claims,
damages, or liabilities as a result of or in connection with
Prof. Green's services.

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


DOLPHINITE INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Dolphinite, Inc.
        22 Avalon Drive
        Peabody, Massachusetts 01960

Bankruptcy Case No.: 04-12657

Type of Business: The Debtor sells and distributes marine,
                  automotive and boat care products. See
                  http://www.dolphinite.com/

Chapter 11 Petition Date: April 1, 2004

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: John F. Cullen, Esq.
                  42 Eighth Street, Suite 1000
                  Charlestown Navy Yard
                  Boston, MA 02129
                  Tel: 617-242-4860

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

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


DYNABAZAAR: 2003 Audit Opinion Cites Going Concern Qualification
----------------------------------------------------------------
On March 30, 2004, Dynabazaar, Inc. (Nasdaq: FAIM) filed its
Annual Report on Form 10-K for the year ended December 31, 2003
with the Securities and Exchange Commission.

Included in the Form 10-K are financial statements audited by
Rothstein, Kass & Company, P. C. independent auditors, as of and
for the year December 31, 2003. Rothstein, Kass has issued an
opinion with respect to the financial statements that includes a
qualification as to the company's ability to continue as a going
concern.

The audit opinion states as follows: "For the year ended December
31, 2003, the company incurred a net loss of approximately $4.6
million and negative cash flows from operations of approximately
$7.1 million. Subsequent to the asset purchase agreement in
September 2003, the Company has not yet settled on an operating
plan. These factors, amongst others, indicate that the Company may
be unable to continue operations as a going concern. No adjustment
has been made in the accompanying financial statements to the
amounts and classification of assets and liabilities which could
result should the Company be unable to continue as a going
concern." Management commented that:

"After the payment of $1.2 million to settle our obligations under
our principal lease, the Company will have approximately $9
million in cash. Expenses are now less than $1 million per year.
Management is currently pursuing a strategy that has, as its prime
focus, the acquisition of an operating business."


EDISON INT'L: Fitch Comments on $1.78B Term Loan Restructuring
--------------------------------------------------------------
Edison International (EIX) is seeking to arrange approximately
$1.7 billion of term loans and private placement debt to repay a
$693 million term loan scheduled to mature in December 2004 at
Edison Mission Midwest Holdings, Co., make termination payments
totaling $970 million under the Collins Station lease, of which
$774 million will be used to repay lease debt that also matures in
December 2004 and to provide $200 million of working capital. The
$1.7 billion of new debt would be secured with either first or
second priority liens on all Midwest Generation, LLC-owned, coal-
fired power plants. This is one piece of a broader restructuring
plan designed to address Mission Energy Holding Company Group's
liquidity issues in 2004 and reduce debt. Further information
regarding EIX's ongoing restructuring are included in the press
lease issued by Fitch on April 2, 2004 and is reproduced below.

Fitch has raised the credit ratings of Edison International (EIX)
and its wholly-owned utility operating subsidiary, Southern
California Edison (SCE) as follows:

        Edison International

           -- Senior unsecured to 'BB' from 'B';
           -- Trust preferred securities 'B+' from 'CCC'.

        Southern California Edison

           -- Senior secured debt to 'BBB+' from 'BBB-';
           -- Senior unsecured debt to 'BBB' from 'BB';
           -- Preferred securities to 'BBB-' from 'B+'.

The notes of Edison Funding Co. (EF) have also been raised to 'BB'
from 'B'. The Rating Outlook for all EIX, SCE and EF securities is
Stable.

The credit upgrades reflect sharply improved fundamentals at
Southern California Edison and enhanced EIX parent-only holding
company liquidity following a $1.17 billion dividend payment in
2003 from its utility and finance subsidiaries. Also, EIX's
recently announced financial restructuring plan is consistent with
past management statements that Mission Energy Holding Company
(MEHC) group will have to work through its financial and operating
challenges without further direct financial support from EIX.

SCE's rapid financial recovery from the insolvency caused by the
energy crisis of 2000-2001 was facilitated by a settlement
agreement with the California Public Utilities Commission (CPUC)
authorizing recovery of $3.6 billion of deferred power costs. The
successful execution of the agreement and the support of the CPUC
through unsuccessful court challenges to the settlement, along
with the commission's recent settlement with Pacific Gas &
Electric, underscore the improved regulatory/legislative
environment in California. SCE's current and forecasted credit
ratios are consistent with higher credit ratings, but its current
ratings are constrained by weak parent/affiliate fundamentals.

EF and Edison Capital are subsidiaries of EIX and are not
regulated by the CPUC. Edison Capital is the sole shareholder in
EF. EF and Edison Capital originate and fund financially oriented,
and often tax-advantaged, investments. Together, they have
investments worldwide in energy and infrastructure projects,
including power generation, electric transmission and
distribution, transportation, and telecommunications as well as
investments in affordable housing projects located throughout the
United States. At Dec. 31, 2003, Edison Capital's total
investments were $3.4 billion. Edison Capital receives cash for
federal and state tax benefits related to its investments utilized
on EIX's tax return and as such its ratings are directly linked
with the parent's. Edison Capital's rated debt was issued by EF.

Although the EIX rating of 'BB' reflects exposure to ongoing
financial stress at MEHC group (EIX's unregulated power generation
subsidiary), the ongoing financial and fundamental operating
problems at MEHC group are already fully reflected in EIX's credit
rating. This view is supported by: 1) the non recourse status of
MEHC group debt to EIX; 2) regulatory and corporate ring-fence
provisions; 3) the absence of new investment in EIX's recently
announced MEHC restructuring plan; and, 4) management focus on the
core electric utility and its financial services business, Edison
Capital (EC). Importantly, there are material inter-company
guarantees or cross defaults among affiliates within the MEHC
group, but none between EIX, SCE, and/or EC. Another exposure
weighing upon the current ratings is EIX's potential tax liability
for prior interest deductions relating to EC's leveraged lease
portfolio. The IRS is reportedly reviewing prior years' EIX group
tax returns, which may or may not lead to a significant tax
assessment at the EIX level.

The announcement of management's proposed financial restructuring
plan for MEHC group is a constructive development that seeks to
address the subsidiary's liquidity issues in 2004 and reduce debt.
In December 2003, MEHC subsidiary Mission Energy Holdings
International (MEHI) closed on a secured $800 million three-year
loan as a bridge-to-asset-sales that is a central component of the
MEHC group's restructuring plan. The credit facility is secured by
a 65% equity interest in MEHI's assets, a pledge of two inter-
company notes totaling $286 million (issued by MEHI to MEC
Holdings and EME UK International, LLC), as well as a $499 million
inter-company note (from EME Homer City Generation L.P. to Edison
Mission Finance Co.) together with guarantees from certain MEHC
subsidiaries.

Proceeds from the loan were cross streamed to repay $781 million
of debt issued by fellow MEHC subsidiary Edison Mission Midwest
Holdings (EMMH) which matured in December 2003, allowing EMMH to
avoid default, and to repay an MEHI coal and cap-ex facility
guaranteed by Edison Mission Energy. In addition, cash on hand
from asset sales and other sources were used to inject $550
million of equity into EMMH. Prospective elements of the
restructuring plan that management hopes to complete this year
are: 1) the potential sale of its international assets; and, 2)
debt issuance to refinance maturities later this year at EMMH.
Under management's restructuring plan, if successful, MEHC would
emerge a much smaller company operating exclusively in the U.S.

However, the financial restructuring is subject to substantial
execution risk and the recurrence of severe liquidity/financial
pressure and, ultimately, MEHC group insolvency, cannot be ruled
out, at this juncture. Any meaningful incremental EIX investment
to support MEHC's recovery would be a significant negative credit
event in Fitch's view that would almost certainly result in a
credit downgrade. Fitch's ratings of SCE already incorporate a
reasonable worst case scenario in the outcome of its pending
general rate case. Furthermore, SCE's ratings are currently
constrained.


EL PASO: Schatz & Nobel Commences Retirement Plan Investigation
---------------------------------------------------------------
The law firm of Schatz & Nobel, P.C., which has significant
experience representing employees who have lost substantial
amounts in their 401(k) plans from purchases of their company's
stock, is investigating claims on behalf of all present and former
employees of the El Paso Corporation (NYSE: EP) who purchased
stock through the El Paso Retirement Savings Plan from February
22, 2000 through February 17, 2004 inclusive.

The investigation involves whether El Paso shares were purchased
in the 401(k) plan when the price of the stock was artificially
inflated as a result of misleading statements concerning El Paso's
natural gas and oil reserves.

For more information, contact Schatz & Nobel toll-free at (800)
797-5499, or by e-mail at firm@snlaw.net.  Schatz & Nobel's Web
site is at http://www.snlaw.net/

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.


ENRON CORP: Asks Court to Disallow British Columbia Power Claims
----------------------------------------------------------------
On February 20, 2002, Powerex Corporation, formerly known as
British Columbia Power Exchange Corporation, filed Claim Nos.
1050 and 1051 against Enron Corporation and Claim No. 1052
against Debtor Enron Power Marketing, Inc.  Claim No. 1050 and
1051 each asserts a $100,000,000 unsecured claim "plus any other
amounts payable under a Guarantee with Enron and a Power Purchase
and Sale Agreement with EPMI, dated November 20, 1997.  Claim No.
1051 appears to be a duplicate of Claim No. 1050 and has been
included in a previous omnibus objection.  Powerex alleges that
Claim Nos. 1050 and 1051 were based on the Guarantee.

Claim No. 1052 asserts a $104,116,273 secured claim "plus any
other amount payable under the Power Purchase and Sale Agreement"
allegedly secured under Section 506(a) of the Bankruptcy Code by
an alleged right of set-off amounting to $1,514,552 owed to EPMI
from Powerex under the Western Systems Power Pool Agreement.

After reviewing the Claims, the Debtors object to the assertion
that Claim No. 1052 is a secured claim, secured by a right of
set-off for amounts owed to EPMI by Powerex under the WSPP
Agreement.  At most, Claim No. 1052 is a partially secured claim,
secured only up to the amount withheld by Powerex and owed to
EPMI pursuant to the WSPP Agreement.  The Debtors also dispute
Powerex's calculations of these amounts.

According to Ms. Gray, the Debtors' books and records indicate
that the owed amount is no more than $15,000,000 for Claim No.
1052.  Furthermore, because Claim No. 1052 is grossly overstated,
Claim No. 1050 is overstated as well.

Thus, the Debtors ask the Court to disallow and expunge Claim
Nos. 1050 and 1052, or at a minimum, reduce the Claims prior to
any allowance. (Enron Bankruptcy News, Issue No. 103; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Objects to Hundreds of Employee Claims
--------------------------------------------------
Of the approximately 7,000 proofs of claim filed by current and
former Enron Corporation employees, the Debtors determine that
hundreds of Claims are objectionable because:

   (a) the Claimant signed a release or waiver pursuant to the
       Key Employee Plan, the Severance Settlement or individual
       negotiations;

   (b) their records show no amount due to the Claimant for
       bonuses, benefits, expenses, vacation time, severance
       time and holiday time;

   (c) the Claimant was not an employee of any Debtor;

   (d) the Claimant failed to provide sufficient proof to
       support the Claim and the Debtors' records indicate that
       no amount is due;

   (e) the Claimant failed to state an amount on the proof of
       claim and the Debtors' records indicate that no amount
       is due; and

   (f) the Claim was previously resolved by a separate Court
       order.

Accordingly, the Debtors ask the Court to disallow and expunge
the objected portion of:

A. 223 Released Claims totaling $19,885,256, including:

   Claimant                            Claim No.          Amount
   --------                            ---------          ------
   Scott E. Affelt                      1501702       $1,016,063
   Mary N. Browning                     2034605        1,174,434
   Eric Gadd                            1722402        4,858,231
   Michael S. McConnell                 1803102        1,300,000

B. 854 Compensation and Expense Claims totaling $23,834,844,
   among which are:

   Claimant                            Claim No.          Amount
   --------                            ---------          ------
   Christian V. Bailey                  1492901         $590,000
   Jay D. Berriman                       500101          694,259
   Mark V. Allen                        1613400          300,000
   Phillip Alan Buchanan                1141400          302,537
   Avis J. Burrow                       1163800          327,781
   Robert L Lienemann                    839400          505,518
   Paul H. Racicot, Jr.                 1514990          935,000
   Dana A. Saucier, Jr.                 1827102        1,200,000
   James Walzel                          646100          633,413
   
C. 37 Non-Debtor Employee Claims totaling $2,572,025, including:

   Claimant                            Claim No.          Amount
   --------                            ---------          ------
   Thomas P. Johnson                     437802         $447,618
   Robert Manasse                       2021002          308,889
   John Paskin                          1155003          340,000
   
D. 51 Unsubstantiated Claims aggregating $10,924,980, among the
   largest of which are:

   Claimant                            Claim No.          Amount
   --------                            ---------          ------
   David Botchlett                       158600       $7,376,000
   Diomedes Christodqulou               2373500        2,100,000
   Juanita F. West                       436700          232,200

E. Seven No Amount Claims:

   Claimant                            Claim No.          Amount
   --------                            ---------          ------
   John K. Adamski                       741300               $0
   Charles E. Allcock                   2331700                0
   Dennis Brown                         1663400                0
   Jeff Forbis                          2337400                0
   Willie L. Harrell                    1699000                0
   Rebecca L. Johnson                   1675500                0
   Ana M. Shafer                        1611600                0

F. Four Settled Claims:

   Claimant                            Claim No.          Amount
   --------                            ---------          ------
   OM P. Bhatia                         1591204          $92,399
   Xochitl Figueroa                      700902            4,342
   Ross P. Koller                        411200           65,000
   Douglas Mohr                         1628203           59,180

(Enron Bankruptcy News, Issue No. 103; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENRON: Court Authorizes Final Collateral Agreement with Sierra
--------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) announced that the Bankruptcy
Court of the Southern District of New York authorized an agreement
that has been reached between Sierra Pacific's two electric
utilities and Enron regarding additional cash collateral to be
placed into escrow pending an appeal of the court's previous
decision involving the companies' dispute over power contracts.

In a hearing before Judge Arthur Gonzalez Monday, an agreement was
reached under which an additional $25 million will be placed into
escrow and Enron will request no additional cash until the current
appeal process involving the dispute over $336 million in
terminated power contracts is resolved. Enron and Sierra Pacific's
electric utilities, Nevada Power Company and Sierra Pacific Power
Company, have agreed to seek expedited treatment of the appeal
that is currently before the U.S. District Court for the Southern
District of New York.

Judge Gonzalez previously had ordered the Nevada companies to
place $35 million in cash into escrow with General and Refunding
bonds securing virtually all of the remaining amounts of the
judgment. The cash amounts placed into escrow lower the principal
amount of the General and Refunding Mortgage Bonds held in escrow
by a like amount.

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company, the
electric utility for most of southern Nevada, and Sierra Pacific
Power Company, the electric utility for most of northern Nevada
and the Lake Tahoe area of California. Sierra Pacific Power
Company also distributes natural gas in the Reno-Sparks area of
northern Nevada. Other subsidiaries include the Tuscarora Gas
Pipeline Company, which owns a 50 percent interest in an
interstate natural gas transmission partnership.


ENTRADA NETWORKS: Q4 & FY Losses Trigger Bank Covenant Default
--------------------------------------------------------------
Entrada Networks, Inc. (OTCBB:ESAN) announced results for the
fourth quarter and fiscal year ended January 31, 2004.

Entrada reported revenues for the fourth quarter ended January 31,
2004 of $0.5 million, compared with the $0.9 million reported for
the third quarter of fiscal year 2004 and $2.9 million for the
fourth quarter of the last fiscal year 2003. The Company reported
a net loss of $1.4 million, or $.10 per share, compared with a net
profit of $0.4 million, or $0.03 per share, in the comparable
quarter of the last fiscal year 2003.

We envisage the decline in the prospects for the wide area
networking products, as experienced in the last quarter, to
continue. This has prompted us to reexamine inventory levels of
our Rixon Networks subsidiary and take additional inventory
reserves of $1.1 million in the fourth quarter of this fiscal year
2004. This charge has a significant impact on our product costs
and our gross margins.

For the year, the Company reported revenues of $6.2 million, or a
revenue decline of 54.4% when compared with total revenues of
$13.6 million for the fiscal year 2003. The Company's income from
continuing operations and the net income were same at a loss of $2
million or $0.15 per share, compared with a net income from
continuing operations and the net income of $1.7 million, or a
profit of $0.14 per share in the prior fiscal year. As noted
above, the product costs and our gross margins include an
additional $1.1 million in inventory reserves added in the fourth
quarter of fiscal year 2004. Due to the increased period and
fiscal loss, we are no longer in compliance with our bank minimum
tangible net worth covenant of $3.75 million. We are working to
resolve this and have minimal borrowings under our line of credit,
all of which are classified as current liabilities.

                  Letter To The Shareholders
             from Dr. Kanwar J.S. Chadha, Chairman:

Dear Entrada Shareholders,

Fiscal year 2004, ended January 31, 2004, was marked by
challenges. We encountered a significant decline in business
volume starting in the second quarter and whose full impact was
evident in the third and fourth quarters. This decline in revenue
was the direct result of Cisco's decision to stop purchasing from
our Rixon Networks subsidiary certain adapter cards, as previously
explained in our filings. We mitigated the impact on our income
and cash flow to the best of our capabilities by downsizing the
workforce and scrutinizing every expense item in order to reduce
or eliminate it. And, in order to restore some of the lost
business volume, we have established relationships with new sales
channels and personnel to promote our legacy as well as our new
products.

Today, the focal point of our development, marketing and sales
endeavors is our Torrey Pines subsidiary. We have received
certifications for our Silverline-CWDM product line, and are in
the process of field trials with a number of potential customers.
We have received good evaluations especially in enterprise
broadband networks and video-on-demand applications. Designed to
interconnect geographically separate data centers or extend the
range of storage area networks, the Silverline-CWDM is our first
fully optical, Linux based, 8-channel/4-port coarse wave division
multiplexing product line that is based on our patent pending
technology.

Through our Rixon Networks subsidiary, we continue to manufacture
and sell a line of fast and gigabit Ethernet adapter cards, as
well as routers, service channel and data channel units, to large
networking OEMs. And, through our Sync Research subsidiary, we
continue to manufacture, sell and service a line of frame relay
access devices and routers to financial institutions. You can
learn more about our products and services by visiting us at
http://www.entradanet.com/

Fiscal year 2004, if challenging, was also a wake-up call to
redefine Entrada Networks in order to build sustainable value for
our shareholders. Through our Torrey Pines subsidiary, we are
embarked on a major effort to establish and build a storage
centric business specializing in storage, security and information
infrastructures and enterprise storage solutions. We are engaged
in establishing this business organically, as well as talking to
select acquisition candidates. In order to support these business
development activities, we have engaged SBI USA to provide
advisory services with respect to capital raising, mergers and
acquisitions, and communications with the investment community. As
previously announced, we have raised $500,000 of debt financing
through them in February 2004 and are in the process of raising
additional equity financing. As our efforts are realized, we shall
be raising additional funds to support the new ventures through
the course of the year.

Thank you for your continued support.

Sincerely,

Kanwar J.S. Chadha, Ph. D.

Chairman, President & CEO

                           FINANCIAL DETAILS


Revenues

Total revenues for FY2004 were $6.2 million. Product revenues were
$5.2 million with $1.0 million revenues from services and support.
Total revenues for the fourth quarter FY2004 were $0.5 million.
Product revenues, which include frame relay and fast/gigabit
Ethernet and other adapter cards and routers, were $0.3 million.
Services revenue was $0.2 million. The Company currently has
Fortune 100 network infrastructure companies using its Ethernet
products in their carrier class servers and counts many of
financial institutions as its service customers for its frame
relay networking products.

Margins

Cost of product revenues consists principally of the cost of the
components and subcontract assembly, in addition to in-house
system integration, quality control, final testing and
configuration. Cost of services revenue consists principally of
contracted support personnel. Overall gross margins for the fiscal
year decreased to $1.4 million or 21.9% of revenues in FY2004.

For the fourth quarter FY2004 the gross margins were $(1.0)
million or (185.8)% of revenues.

As indicated, for FY2004, product costs and our gross margins
include an additional $1.1 million in inventory reserves.

Engineering, R&D

R&D consists primarily of compensation related costs for
engineering personnel, facility costs, and materials used in the
design, development, and support of our technologies. R&D expenses
were $1.2 million, or 18.5% of revenues, for FY2004 and $0.2
million or 39.5% of revenues for the fourth quarter FY2004.

Selling & Marketing

Selling expenses consist primarily of employee compensation and
related costs, commissions, and travel costs. Selling expenses
were $0.5 million or 7.3% of revenues in FY2004 and $0.1 million
or 12.5% of revenues for the fourth quarter FY2004.

                   About Entrada Networks

Entrada Networks -- http://www.entradanetworks.com/-- currently  
has three wholly owned subsidiaries that focus on developing and
marketing products in the storage networking and network
connectivity industries. Rixon Networks manufactures and sells a
line of fast and gigabit Ethernet adapter cards that are purchased
by large networking original equipment manufacturers as original
equipment for servers, and other computer and telecommunications
products. Rixon's focus is on two- and four-port cards and drivers
for highly specialized applications. Sync Research manufactures
and services frame relay products for some of the major financial
institutions in the U.S. and abroad. The Torrey Pines subsidiary
specializes in the design & development of SAN transport switching
products. Entrada Networks is headquartered in Irvine, CA.


EXIDE TECH: Confirmation Objections Must Be Filed By April 9
------------------------------------------------------------
On March 17, 2004, the U.S. Bankruptcy Court for the District of
Delaware approved the Disclosure Statement prepared by the Exide
Technologies Debtors and the Official Committee of Unsecured
Creditors appointed in their Chapter 11 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 Joint Plan.

April 9, 2004, at 5:00 p.m. is the deadline for filing any
objections to confirmation of the Joint Plan.  Objections must be
filed with the Clerk of the Bankruptcy Court and served on the
Counsel for the Debtors, Counsel for the Creditors Committee,
Counsel for the Prepetition Lenders, Counsel for the Equity
Committee, Counsel for Smith Management, LLC, and the Office of
the United States Trustee.

The Court also fixed April 9, 2004, at 5:00 p.m. as the deadline
for creditors to seek temporary allowance of a claim for voting
purposes.

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


FARMLAND INDUSTRIES: Inks Pact Selling Agriliance Stake to CHS
--------------------------------------------------------------
CHS Inc. (Nasdaq: CHSCP) has signed an agreement to purchase all
of Farmland Industries ownership share of Agriliance, LLC, a
leading supplier of agronomic inputs in North America.

The sale is contingent upon bankruptcy court approval in the
Farmland bankruptcy case. A motion to approve the sale was filed
with the bankruptcy court on March 31, 2004. A bankruptcy court
hearing on the matter is scheduled for April 20, 2004. The CHS
Board of Directors approved the proposed purchase March 11.

The proposed purchase consists of Farmland's entire interest in
Agriliance, LLC. Upon completion of this transaction, CHS would
own 50 percent of the economic and governance interests of
Agriliance, LLC, with the remaining 50 percent owned by Land
O'Lakes, Inc. of Arden Hills, Minn. CHS purchased Wilbur Ellis
Company's interest in Agriliance in May 2003.

"We look forward to continuing to meet the agronomic inputs needs
of producers across the U.S. and Canada through Agriliance," said
John D. Johnson, CHS president and chief executive officer. "Upon
completion of this transaction, we expect a seamless transition
for Agriliance customers and employees as we move toward a
successful spring planting season."

Agriliance -- http://www.agriliance.com/-- is a major supplier of  
crop production inputs and provider of industry-leading agronomic
training for dealers across North America. A leading crop
nutrients distributor, Agriliance also manufactures the
AgriSolutions(TM) brand of crop protection products and is a
contract formulator for major agricultural chemical companies.
Agriliance was created in 2000. In 2003, it reported sales of $3.5
billion, including $1.3 billion in crop protection products, 10
million tons of crop nutrients, $809 million in retail sales and
$54 million in agronomy equipment sales.

CHS -- http://www.chsinc.com/-- is a diversified energy, grains  
and foods company committed to providing the essential resources
that enrich lives. A Fortune 500 company, CHS is owned by farmers,
ranchers and cooperatives from the Great Lakes to the Pacific
Northwest and from the Canadian border to Texas, along with
thousands of preferred stockholders. CHS provides products and
services ranging from grain marketing to food processing to meet
the needs of customers around the world. It also operates
petroleum refineries/pipelines and, through a broad range of
working partnerships, markets and distributes Cenex(R) brand
energy products, along with agronomic inputs and feed to rural
America. CHS is listed on the NASDAQ at CHSCP.


FEDERAL-MOGUL: Agrees to Settle UK Insurance Coverage Dispute
-------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the Court
to approve certain settlement agreements resolving an asbestos
insurance coverage litigation in England among non-Debtor
subsidiary Curzon Insurance Limited, Curzon's insurance brokers,
and a reinsurance firm.

In 1996, T&N Limited began its efforts to insure its asbestos
liability by enlisting the services of a portion of the Sedgwick
family of brokers to procure insurance for its asbestos
liability.  The Sedgwick insurance brokers located three
reinsurance firms that were capable of insuring T&N's asbestos
liability:

   -- Muenchener Rueckversicherungs-Gesellschaft;

   -- Centre Reinsurance International Company; and

   -- the Swiss Re Group through its subsidiary European
      International Reinsurance Company.

Because not all of the Reinsurers were able to write direct
insurance policies, as part of their transaction, T&N placed an
insurance policy with Curzon wherein the Reinsurers agreed to
reinsure a third of the T&N/Curzon Policy.  The Reinsurance
Policies and the T&N/Curzon Policy constitute the Hercules
Policy.

The Hercules Policy provided the T&N group with GBP500,000,000 of
insurance coverage for asbestos liability above a GBP690,000,000
threshold for all personal injury asbestos claims arising from
exposure to asbestos or asbestos products occurring before
July 1, 1996, but excluding claims that had already been brought
at that time.  Each of the Reinsurers reinsured a third of
Curzon's GBP500,000,000 limit of liability, or GBP166,000,000
each.  The parties finalized the terms of the Hercules Policy in
December 1996.  The process for estimating T&N's potential
asbestos liability and fixing the premium the Reinsurers would
demand relating to the Hercules Policy was complex.  Therefore,
the Reinsurers' analysis relied on information supplied by T&N
and its brokers, as well as information available to the
Reinsurers from other sources.

Before the Petition Date, the Reinsurers asserted that T&N failed
to disclose information that might have changed their assessment
of T&N's potential asbestos liabilities, or caused them to adjust
their premium demands.  EIRC commenced an action before the
English High Court on November 22, 2001 against Curzon seeking a
declaration that it was entitled to avoid its obligations under
the Reinsurance Policies.  EIRC alleged that Curzon failed to
disclose material information that might have caused EIRC to
decline to enter into the Reinsurance Policies or demand a
greater premium.  As a consequence, EIRC sought recission of its
reinsurance obligation.  The other two Reinsurers did not join
the suit initiated by EIRC, having previously withdrawn their
reservation of rights.

In its defense, Curzon argued that EIRC was aware of the
information contrary to its allegations, and even if EIRC did not
know, the information would not have affected its risk
assessments.  In December 2003, Curzon joined a portion of the
Sedgwick family of insurance brokers to the action and alleged
that, if EIRC was able to avoid its obligation under the
Reinsurance Policies, the Brokers were negligent in failing to
insure that EIRC had access to information so as to preclude the
possibility of litigation over the adequacy of T&N's disclosures.   
The Brokers are:

   -- Sedgwick Limited;
   -- Sedgwick OS Limited;
   -- Sedgwick UK Risk Services Limited; and
   -- Marsh USA, Inc.

In June 2003, the Brokers attempted to dismiss some of Curzon's
claims against three of the Brokers on the grounds that only
Sedgwick Limited, the firm T&N retained to provide brokerage
services, owed a duty to Curzon, and that Sedgwick Limited's
potential liability was limited to GBP1,400,000 by the terms of
Sedgwick Limited's retainer.  The English Court rejected the
Brokers' argument and ordered the claims against all four of the
Brokers be determined at trial, which had then been set for
October 2003.

Although Curzon did not assert any claims against T&N in the
pending litigation, Curzon specifically reserved its rights to
contend that a successful avoidance claim by EIRC could permit
Curzon to reduce or eliminate its obligations to T&N.  Curzon's
claim against T&N would presumably be based on Curzon's
contention that it agreed to assume liability under the Hercules
Policy only if it was fully reinsured.

                   Overall Settlement Agreement

Although the parties had engaged in settlement discussions, no
settlement had been reached and trial commenced in October 2003.
After Curzon and EIRC presented their factual testimony in the
trial and the Brokers presented a portion of their factual
testimony, and as a result of extended settlement negotiations,
the parties agreed to a settlement in principle and signed
agreements in January 2004 to document an overall settlement
agreement.

The particulars and documentation of the Overall Settlement
Agreement are complex.  The most important terms are:

   (a) EIRC affirms its liability under the Hercules Policy    
       subject to a percentage reduction in its reinsurance     
       obligation;

   (b) EIRC's reinsurance liability under the Reinsurance  
       Policies is reduced to 65.5% of the 1/3 share it   
       originally contracted to assume.  EIRC's limits of
       liability is reduced from GBP166,000,000 to
       GBP109,000,000; and

   (c) the Brokers agree to assume an obligation equivalent to
       17.25% of the original indemnity obligation EIRC would
       have had but for the settlement.

T&N agrees to reimburse Curzon for the payments it makes under
the Hercules Policy for the resulting portion of Curzon's
liability that is not reinsured, including indemnity obligations
of up to GBP28,750,000.  Otherwise, each party's obligation
remains largely unchanged.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young &
Jones, P.C., in Wilmington, Delaware, relates that the Overall
Settlement is documented in three agreements.  EIRC, Curzon, and
the Brokers entered into a main settlement agreement pursuant to
which EIRC reduces its liability to Curzon.  Thus, EIRC's maximum
liability under the Reinsurance Policies will be reduced to 65.5%
of its original amount, a reduction of EIRC's indemnity limits to
GBP109,000,000, rather than the original GBP166,000,000.  No
Debtor is party to this agreement.

                 Collateral Settlement Agreement

The first of the two settlement agreements that involve any of
the Debtors is the "Collateral Settlement Agreement" between
Curzon, T&N, Federal-Mogul Corporation and the Brokers.  Under
the Collateral Settlement Agreement, the Brokers will assume,
jointly and severally, obligations equivalent to 17.25% of the
original amount of EIRC's indemnity liability under the Hercules
Policy.  The Brokers assume an obligation to Curzon equal to half
of the amount by which EIRC reduced its indemnity liability to
Curzon.  The Brokers' maximum liability pursuant to the
Collateral Settlement Agreement is GBP28,750,000.  Curzon and T&N
agree to provide the Brokers with an indemnity, capped at
GBP28,750,000, with respect to any additional liability arising
out of the allegations against the Brokers made in the
litigation.  In addition, T&N and Federal Mogul Corp. will
release the Brokers from all claims in respect of the Hercules
Policy.  T&N and Federal-Mogul Corp. also agree that their
obligations under the Collateral Settlement Agreement will not be
varied or modified by the terms of any plan of reorganization.

                 Curzon/T&N Settlement Agreement

Curzon, T&N and Federal-Mogul Corp. also entered into another
agreement, which aims to keep Curzon's position in the Overall
Settlement revenue neutral.  Pursuant to the Curzon/T&N
Settlement Agreement, T&N agree to reimburse Curzon for payments
made by Curzon that are not reinsured as a result of the main
settlement agreement with EIRC and the Collateral Settlement
Agreement.  Although it did not assert any claims against T&N,
Curzon reserves its rights against T&N to reduce its obligations
if EIRC were successful in the litigation to the extent that it
assumed liability under the Hercules Policy on the condition that
its obligations will be fully reinsured.  Therefore, as a means
of effectuating the T&N repayment of the amounts not reinsured by
EIRC, T&N and Curzon agree to set off their mutual obligations.

                   Settlements Must Be Approved

Although only the two Settlement Agreements involve the Debtors,
Mr. O'Neill relates that, because of the interconnections between
all of the Settlement Agreements, the effectiveness of all of the
Settlement Agreements is dependent on the Court's approval of the
Settlement Agreements involving the Debtors.  Therefore, the
parties are holding all of the documents comprising the Overall
Settlement in escrow pending Court approval of the Settlement
Agreements involving the Debtors and the Brokers.  Upon Court
approval, the parties will dismiss the action in the English High
Court.

Mr. O'Neill tells the Court that the Overall Settlement and the
Settlement Agreements are results of years of protracted
litigation, including in-depth discovery, and extensive
negotiations between parties at arm's length.  The Debtors
believe that the terms of the Settlement Agreements are fair and
reasonable, and that their major creditors either have given
their explicit approval, or have not objected to their
participation.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some $6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $ 10.15 billion in assets and $ 8.86
billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No.
52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FELCOR: Raises $107 Million from Convertible Preferred Stock Sale
-----------------------------------------------------------------
FelCor Lodging Trust Incorporated (NYSE: FCH), the nation's second
largest hotel real estate investment trust (REIT), has completed
the sale of 4,600,000 shares of its $1.95 Series A Cumulative
Convertible Preferred Stock. The number of shares sold reflects
the exercise by the underwriters of the entire over-allotment
option granted to them in the underwriting agreement. The shares
were sold at a price of $23.79 per share, which included accrued
dividends of $0.51 per share through April 5, 2004, resulting in
proceeds to FelCor of approximately $107 million.  The proceeds
will be used for general corporate purposes, which may include
investments in existing or additional hotel assets, the retirement
of debt and/or additional liquidity.

The new shares, together with FelCor's previously outstanding
$1.95 Series A Cumulative Convertible Preferred Stock, are listed
on the New York Stock Exchange under the symbol "FCHPRA."

This offering was made through Citigroup Global Markets Inc. and
Bear, Stearns & Co. Inc., acting as Joint Lead Managers and Joint
Bookrunners, and with Deutsche Bank Securities Inc. and Legg Mason
Wood Walker, Incorporated acting as Co-Managers.

"We are very pleased with the interest in this offering of
preferred stock, which enabled the underwriters to exercise their
over-allotment option in full.  The $107 million in proceeds
provides added strength to our balance sheet," said Richard J.
O'Brien, FelCor's Executive Vice President and Chief Financial
Officer.

FelCor is the nation's second largest hotel REIT and the largest
owner of full service, all-suite hotels.  FelCor's consolidated
portfolio is comprised of 158 hotels, located in 33 states and
Canada.  FelCor owns 71 upscale, all- suite hotels, and is the
owner of the largest number of Embassy Suites Hotels(R) and
Doubletree Guest Suites(R) hotels in the U.S.  FelCor's portfolio
also includes 75 hotels in the upscale and full service segments.
FelCor has a current market capitalization of approximately $3
billion. Additional information can be found on the Company's Web
site at http://www.felcor.com/
    
As reported in the Troubled Company Reporter's March 31, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC'
rating to hotel owner FelCor Lodging Trust Inc.'s proposed $100
million series A cumulative convertible preferred stock.

Concurrently, Standard & Poor's affirmed its ratings, including
its 'B' corporate credit rating, on FelCor Lodging Trust Inc., a
sole general partner and owner of 95% partnership interest in
FelCor Lodging Limited Partnership (jointly FelCor). The outlook
is stable. Approximately $2.2 billion in debt was outstanding on
Dec. 31, 2003.

"The ratings for FelCor reflect the company's high debt leverage
and ownership of several under-performing hotels," said Standard &
Poor's credit analyst Sherry Cai. "These factors are offset by its
adequate liquidity position, sizable hotel portfolio, and
management's ongoing effort to sell non-strategic and/or under-
performing hotels."


GRENADA MANUFACTURING: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Grenada Manufacturing, LLC
        635 Highway 332
        Grenada, Mississippi 38901

Bankruptcy Case No.: 04-12077

Chapter 11 Petition Date: April 5, 2004

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris & Geno PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Textron Automotive                          $78,327

Kilburn's Plating Company, Inc.             $61,530

Camcar Division of Textron, Inc.            $26,526

CMS Manufacturing Systems, Inc.             $25,913

Great West Life & Annuity Insurance Co.     $25,433

CitiCapital                                 $24,494

Hughes Parker Industries, LLC               $19,400

Mississippi Box, Inc.                       $19,212

Rick Stanford                               $19,041

CBA Trucking                                $17,750

Press Shoppe Inc.                           $15,081

SouthGroup-WWI                              $14,831

Tobutsu America Corp.                       $14,154

GE Capital Small Business                   $13,518

Clayton Metals                              $12,244

Michael McCord-Kurz                         $12,380

Sudderth & Associates                       $11,416

Pratt Industries Converting Division        $10,310
Jackson

Wayne Taylor                                $10,139

Milan Express Co. Inc.                      $10,024


IMMUNE RESPONSE: Auditors Express Going Concern Qualification
-------------------------------------------------------------
The Immune Response Corporation (Nasdaq: IMNR), a
biopharmaceutical company developing immune- based therapies (IBT)
for HIV and select other diseases, announced that in its 2003
financial statements included in the Company's Form 10-K filed
last week, the audit opinion of BDO Seidman, LLP contained a
going-concern qualification.

Nasdaq's rules require Nasdaq-listed companies to publicly
announce whenever a Form 10-K includes an audit opinion containing
a going-concern qualification.

            About The Immune Response Corporation

The Immune Response Corporation (Nasdaq: IMNR) is developing
immune-based therapies (IBT) for HIV and select other diseases.
The Company's HIV products are based on its patented whole-killed
virus technology, co-invented by Company founder, Dr. Jonas Salk,
to stimulate broad and potent HIV immune responses. REMUNE(R),
currently in Phase II, is being developed as a first line
treatment for people with early-stage HIV. The Company has
initiated development of a new IBT, IR103, which incorporates a
state-of-the-art immune system booster.

The Immune Response Corporation is also developing an IBT for
Multiple Sclerosis (MS), NeuroVax(TM), which is currently in Phase
II and has shown potential therapeutic value for this difficult-
to-treat disease. Visit The Immune Response Corporation on the
World Wide Web at http://www.imnr.com/


INNSUITES: Debt Cut by $14.7M After San Diego & Tempe Asset Sales
-----------------------------------------------------------------
InnSuites Hospitality Trust (Amex: IHT) sold its San Diego,
California 131 unit hotel property for a net price of $9.7 million
on April 1, 2004.  The Trust received $4.5 million in cash after
the satisfaction of its $4.8 million mortgage note on the
property, in addition to $335,000 received prior to closing.  This
transaction resulted in a gain on sale of $4.7 million, of which
approximately $2.6 million is attributable to Shares of Beneficial
Interest, which will be reported in the Trust's earnings for the
first fiscal quarter ending April 30, 2004 and for the fiscal year
ending January 31, 2005.

The Trust sold its Tempe, Arizona 160 unit hotel property for a
net price of $6.8 million, its approximate book value and
appraised value, on March 25, 2004 to an affiliate of James Wirth,
Chairman and CEO of the Trust.  The buyer satisfied the purchase
price by assuming the $1.7 million mortgage note on the property
and assuming $5.1 million of notes payable to affiliates of Mr.
Wirth.  This reduction in related party notes will result in
annual interest savings of approximately $360,000.
    
The recent sales of the Buena Park and San Diego, California, and
Tempe, Arizona properties have reduced the Trust's debt by $14.7
million, significantly strengthening the Trust's financial
position.  With improved economic conditions, combined with the
sale of the underperforming Scottsdale and Flagstaff properties as
well as gains on asset sales, the Trust projects it will report a
profit in fiscal year 2005 for the first time in five years.

The Trust has continued its efforts to upgrade its product during
the economic challenges of the prior three years.  Funds provided
by recent hotel sales will allow the Trust to continue selective
upgrades to enhance the profitability of the six "core" hotel
properties remaining in the Trust's portfolio.

                Your Suite Choice(R) - Value Concept
    
InnSuites Hospitality Trust -- whose October 31, 2003 balance
sheet shows a total shareholders' equity deficit of about $2.8
million -- is a mid-market value studio and two-room suite
hospitality real estate investment trust with 6 moderate service
and full service hotels containing 940 hotel suites located in
Arizona, New Mexico and Southern California.  For more
information, visit http://www.innsuites.com/  


INTEGRATED HEALTH: Rotech to Establish Corsello Claims Reserve
--------------------------------------------------------------
Kirk S. Corsello was an employee of Rotech Medical Corporation, an
affiliate of Integrated Health Services, Inc., for three months in
1999.  Prior to his employment at Rotech, Rotech competitor,
Lincare, Inc., also employed Mr. Corsello.  On August 29, 2000,
Mr. Corsello filed Claim Nos. 10898 to 10910 in these cases, each
in an unliquidated amount.  The Corsello Claims are alleged in a
civil action commenced by Mr. Corsello on January 22, 1998, before
the United States District Court for Northern District of Georgia.  
The original complaint asserted "relator" claims against Rotech,
Lincare and multiple individuals for Medicare fraud violations
under the Federal False Claims Act.  

After a series of Court dismissals, Mr. Corsello amended his
complaint four times.  The Fourth Amended Complaint alleges
retaliatory discharge claims against Lincare and Rotech.  Both
entities were alleged to have terminated Mr. Corsello's
employment upon learning that he was pursuing a "qui tam" action
against them.  The Georgia Court dismissed the fraud claims.  Mr.
Corsello intends to appeal the dismissal but has been unable to
do so because the Fourth Amended Complaint is the subject of a
pending motion to dismiss by Lincare.  The Debtors do not expect
the Corsello Action to be resolved at any time in the near
future.

After the Rotech Plan became effective, the Reorganized Rotech
Debtors endeavored to resolve or litigate all unresolved
contingent and unliquidated claims, or in the alternative, seek a
consensual estimation of the claims.  According to Joseph M.
Barry, Esq., at Young Conway Stargatt & Taylor, in Wilmington,
Delaware, the Reorganized Rotech Debtors were successful in this
regard with respect to all contingent and unliquidated claims
except for the Corsello Claims.  As a result of the still
contingent and unliquidated status of the Corsello Claims, the
Reorganized Rotech Debtors have been unable to make an initial
distribution to the holders of Allowed General Unsecured Claims
as contemplated by the Rotech Plan.

Given that the Corsello Claims were filed in unliquidated amounts
and are delaying the distributions that would otherwise have been
made to Allowed General Unsecured Claimholders, the Reorganized
Rotech Debtors repeatedly asked Mr. Corsello to quantify his
claims.  As of March 4, 2004, Mr. Corsello has not quantified his
claims.

Accordingly, the Reorganized Rotech Debtors sought and obtained
the Court's authority to treat the Corsello Claims collectively
as one Disputed General Unsecured Claim for $1,000,000 for the
purpose of establishing a reserve.  

Mr. Barry adds that the Reorganized Rotech Debtors continue to
dispute the Corsello Claims in their entirety.  The Reorganized
Rotech Debtors reserve their rights to object to the allowance or
classification of the Corsello Claims on any and all factual or
legal grounds, including disallowance and reclassification.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local  
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 73; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


INTERNATIONAL WIRE: Employs Weil Gotshal as Bankruptcy Counsel
--------------------------------------------------------------
International Wire Group, Inc., and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York, to employ employ Weil, Gotshal &
Manges LLP as their attorneys.

The Debtors anticipate that Weil Gotshal will:

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

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

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

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

Weil Gotshal's hourly rates range from:

         Designation            Billing Rate
         -----------            ------------
         Members and Counsel    $475 to $775 per hour
         Associates             $240 to $505 per hour
         Paraprofessionals      $130 to $225 per hour

Headquartered in Saint Louis, Missouri, International Wire Group,
Inc., designs, manufactures and markets bare and tin-plated copper
wire and insulated copper wire products for other wire suppliers
and original equipment manufacturers.  The Company filed for
chapter 11 protection on March 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11991).  Alan B. Miller, Esq., at Weil, Gotshal & Manges, LLP
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$393,000,000 in total assets and $488,000,000 in total debts.


IPIX CORPORATION: Raises $5 Million in Private Stock Sale
---------------------------------------------------------
IPIX Corporation (Nasdaq: IPIX) has entered into a private stock
purchase agreement to sell common stock to certain institutional
investors raising net proceeds of approximately $5 million. The
agreement includes an additional investment option and is subject
to customary closing conditions.

"As previously announced, all three of our business units are
launching significant new products in 2004," said Don Strickland,
President and CEO of IPIX. "The proceeds will provide additional
support to our efforts to market, sell and develop our core
technologies and products."

The proceeds are in exchange for 909,090 shares of the Company's
unregistered common stock and an additional investment right to
purchase 888,180 shares. The shares were sold at $5.50 per share.
The additional investment rights have an exercise price of $6.05
per share. The additional investment rights are immediately
exercisable and expire 90 trading days after a registration
statement relating to the resale of the shares has been declared
effective by the SEC. If exercised fully, the additional
investment rights would provide the Company with approximately an
additional $5.3 million in proceeds.

                        About IPIX

IPIX Corporation is a leader in mission-critical imaging solutions
for three core markets: 360-degree panoramic photography and
movies; government and commercial video security; and self service
on-line and off-line advertising. IPIX's extensive intellectual
property covers patents for immersive imaging, video and
surveillance applications. IPIX is headquartered in Oak Ridge,
Tennessee, with co-headquarters in San Ramon, California.
http://www.ipix.com/

                        *   *   *

As reported in the Troubled Company Reporter's April 2, 2004
edition, IPIX Corp.'s independent auditor expressed its opinion
with respect to the Company's 2003 financial statements in the 10K
and included an explanatory paragraph expressing its concern about
the Company's ability to continue as a going concern.

Management's plans for 2004 to address the going concern issue and
associated risks are described further in the Management's
Discussion and Analysis section of its Form 10K, in Footnote 3 to
the 2003 financial statements and elsewhere in the 10K.


LAKE HAMILTON: U.S. Trustee to Meet with Creditors on May 18, 2004
------------------------------------------------------------------
The United States Trustee will convene a meeting of Lake Hamilton
Resort, Inc.'s creditors at 1:30 p.m., on May 18, 2004, in Room
324 at U.S. Post Office & Courthouse, Reserve & Broadway, Hot
Springs, Arkansas 71901. This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Hot Springs, Arkansas, Lake Hamilton Resort,
Inc., operates a hotel with amenities including indoor atrium
pool, hot tub, sauna, outdoor pool, tennis court, marina, boat
slips, private sandy beach, and nature trail.  The Company filed
for chapter 11 protection on March 22, 2004 (Bankr. W.D. Ark. Case
No. 04-72002).  James F. Dowden, Esq., represents the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $4,468,461 in total assets and
$6,384,881 in total debts.


METROMEDIA: Must Resolve Sr. Note Covenant Compliance by June 1
---------------------------------------------------------------
Metromedia International Group, Inc. (MIG) (currently traded as:
OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the
owner of interests in various communications and media businesses
in Russia, Eastern Europe and the Republic of Georgia, announced
that it had received notification from the trustee of its Series A
and B 10 1/2 % Senior Discount Notes Due 2007 concerning non-
compliance with certain covenants in the indenture governing the
Senior Notes. The trustee reported that it had not received the
following documents from the Company:

-- The Company's Annual Report on Form 10-K for the fiscal year
   ended December 31, 2003 as required pursuant to Section 4.3 of
   the Indenture;

-- The Company's Officers' Certificate required pursuant to
   Section 4.4 (a) of the Indenture; and

-- The CPA statement required pursuant to Section 4.4 (b) of the
   Indenture.

The trustee reported that, under the terms of the Indenture, the
Company must resolve these compliance matter no later than June 1,
2004, the sixtieth day following the receipt of the trustee's
letter in order to avoid an event of default. If such default were
declared, the trustee or holders of at least 25% aggregate
principal value of Senior Notes outstanding could demand all
Senior Notes to be due and payable immediately. On April 2, 2004,
the trustee reported these Indenture compliance items to the
United States Securities and Exchange Commission and holders of
the Senior Notes as part of the trustee's annual reporting duty
required by Section 7.6 of the Indenture.

In making this announcement, Ernie Pyle, Executive Vice President
Finance and Chief Financial Officer of MIG, commented, "At this
time and although no assurances can be given, we do not anticipate
that there will be any compliance items outstanding with respect
to the Indenture by the end of the 60 day time period set out by
the trustee. The delay by the Company in filing its 2003 Annual
Report with the SEC is regrettable and an unfortunate side-effect
of the significant restructuring that the Company has undertaken
over the past year. However, we are fully committed to filing the
2003 Form 10-K as promptly as possible and apologize for any
difficulties this delay might cause our investors."

            About Metromedia International Group

Through its wholly owned subsidiaries, the Company owns
communications and media businesses in Russia, Eastern Europe and
the Republic of Georgia. These include mobile and fixed line
telephony businesses, wireless and wired cable television networks
and radio broadcast stations. The Company has focused its
principal attentions on continued development of its core
telephony businesses in Russia and the Republic of Georgia, while
undertaking a program of gradual divestiture of its non-core media
businesses. The Company's remaining non-core media businesses
consist of nineteen radio businesses operating in Finland,
Hungary, Bulgaria, Estonia, Latvia and the Czech Republic and one
cable television network in Lithuania. The Company's core
telephony businesses include PeterStar, the leading competitive
local exchange carrier in St. Petersburg, Russia, and Magticom,
the leading mobile telephony operator in the Republic of Georgia.


METROMEDIA INTL: Decides Not to Declare Preferred Stock Dividend
----------------------------------------------------------------
Metromedia International Group, Inc. (MIG) (currently traded as:
OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the
owner of interests in various communications and media businesses
in Russia, Eastern Europe and the Republic of Georgia, announced
that it elected not to declare a dividend on its 7 1/4% cumulative
convertible preferred stock for the quarterly dividend period
ending on March 15, 2004. As of the March 31, 2004, aggregated
dividends in arrears are $50.4 million.

In making this announcement, Ernie Pyle, Executive Vice President
Finance and Chief Financial Officer of MIG, commented, "At this
time and although no assurances can be given, we do not anticipate
that there will be any compliance items outstanding with respect
to the Indenture by the end of the 60 day time period set out by
the trustee. The delay by the Company in filing its 2003 Annual
Report with the SEC is regrettable and an unfortunate side-effect
of the significant restructuring that the Company has undertaken
over the past year. However, we are fully committed to filing the
2003 Form 10-K as promptly as possible and apologize for any
difficulties this delay might cause our investors."

Ernie Pyle, Executive Vice President Finance and Chief Financial
Officer of MIG, commented, "The decision to not declare a dividend
on the Company's 7 1/4% cumulative convertible preferred stock for
the quarterly dividend period ending on March 15, 2004, is
attributable to corporate cash conservation measures. The Company
desires to maintain sufficient cash liquidity reserves to enable
further business development of our core businesses and provide
opportunities for a potential restructuring of the Company's
balance sheet."

            About Metromedia International Group

Through its wholly owned subsidiaries, the Company owns
communications and media businesses in Russia, Eastern Europe and
the Republic of Georgia. These include mobile and fixed line
telephony businesses, wireless and wired cable television networks
and radio broadcast stations. The Company has focused its
principal attentions on continued development of its core
telephony businesses in Russia and the Republic of Georgia, while
undertaking a program of gradual divestiture of its non-core media
businesses. The Company's remaining non-core media businesses
consist of nineteen radio businesses operating in Finland,
Hungary, Bulgaria, Estonia, Latvia and the Czech Republic and one
cable television network in Lithuania. The Company's core
telephony businesses include PeterStar, the leading competitive
local exchange carrier in St. Petersburg, Russia, and Magticom,
the leading mobile telephony operator in the Republic of Georgia.


MICRO BYTES INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Micro Bytes, Inc.
        4709 "F" Street
        Omaha, Nebraska 68117

Bankruptcy Case No.: 04-81055

Type of Business: The Debtor is a nationally oriented software
                  marketing and fulfillment service provider.
                  See http://www.mbiweblink.com/

Chapter 11 Petition Date: March 29, 2004

Court: District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: Robert V. Ginn, Esq.
                  Brashear & Ginn
                  711 North 108th Court
                  Omaha, NE 68154
                  Tel: 402-348-1000
                  Fax: 402-348-1111

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
D.E.M.                                     $304,027
P.O. Box 1070
Charlotte, NC 28201-1070

JVB Printing & Forms                        $95,602

AKOT International                          $83,775

MCOM                                        $43,663

Lui & DB Enterprises, Inc.                  $38,918

Madell Corporation                          $38,133

I O S Capital                               $29,172

Saturn Solutions                            $27,960

IKON Office Solutions                       $26,034

D & R Realty                                $23,671

LSI Staffing Solutions                      $21,288

U.P.S.                                      $17,755

Commonwealth Press                          $17,626

Winn Cassette Sales                         $15,116

Greystone Graphics                          $14,953

Auriga Aurex                                $14,169

Heinrich Envelope LLC                       $13,306

Data Bank                                   $12,083

Dwain                                       $11,665

Gedar Graphics                              $10,844


MIRANT: Inks Stipulation Setting Amount Owed Under the SMUD Pact
----------------------------------------------------------------
As of the Petition Date, Mirant Americas Energy Marketing LP and
Sacramento Municipal Utility District were parties to the SMUD
Master Natural Gas Purchase Agreement No. H-554, dated June 3,
1998.  Pursuant to the SMUD Agreement, Sacramento agreed to
purchase natural gas from MAEM through a series of transaction,
each for an amount and quantity to be determined later.  
Sacramento would periodically submit a Confirmation Letter to
MAEM setting forth the material terms of the Transaction.  MAEM
would then deliver the gas pursuant to the terms of the relevant
Confirmation Letter.  Thereafter, at the end of each monthly
billing cycle, MAEM would submit to Sacramento a monthly bill
detailing the total charges for gas delivered pursuant to that
month's aggregate Transactions.

From October 1, 2003 through December 30, 2003, MAEM delivered an
aggregate 572,785 Dth of natural gas to Sacramento under various
Confirmation Letters.  Pursuant to the terms of the relevant
Confirmation Letters, MAEM delivered gas to Sacramento consisting
of $1,677,592 for Transactions in October and $329,895 for
Transactions in November, which aggregates to $2,007,488 -- the
Postpetition Gas Claim.

On October 22, 2003, MAEM sought to reject the SMUD Agreement and
its Confirmation Letters.  Since Sacramento did not object to the
rejection, the Agreements were rejected effective November 6,
2003 pursuant to the Rejection Procedures Order dated August 14,
2003.

Sacramento alleges that, as a result of the rejection, it has
rejection damages against MAEM totaling $2,812,684.  

To date, Sacramento still has to remit the Postpetition Gas Claim
to MAEM, alleging that it has a valid right of recoupment against
the SMUD Rejection Claims.  MAEM alleges that Sacramento is not
entitled to recoup the SMUD Rejection Claim from the Postpetition
Gas Claim.

To provisionally resolve the Recoupment Dispute, the parties
believe that Sacramento's payment of the Postpetition Gas Claim,
in exchange for the Debtors' acknowledgment and agreement that
Sacramento will be entitled to an administrative claim, in an
amount that will not exceed the lesser of the Postpetition Gas
Claim or the SMUD Rejection Claim, in the event that the Court
determines that Sacramento possesses a valid right of recoupment,
subject to that term and conditions they agreed on, is in the
best interest of the parties.

By the parties' agreement, Judge Lynn rules that:

   * Sacrament must immediately pay an amount equal to the
     Postpetition Gas Claim to MAEM;

   * In the event the Court determines that Sacramento would
     have been entitled to exercise the equitable remedy of
     recoupment against the Postpetition Gas Claim, it will be
     entitled to administrative priority pursuant to Section
     503(b) of the Bankruptcy Code in an amount not to exceed
     the lesser of the Postpetition Gas Claim or the SMUD
     Rejection Claim; and

   * Sacramento is entitled, without first seeking relief from
     the automatic stay provisions of Section 362 of the
     Bankruptcy Code, to bring a declaratory action in the Court
     to determine whether it would have been entitled to the
     equitable remedy of recoupment with respect to its SMUD
     Rejection Claim.

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


MITEK SYSTEMS: Nasdaq Delisting Hearing Scheduled for April 22
--------------------------------------------------------------
Mitek Systems, Inc. (Nasdaq: MITK), announced that a date has been
set for a hearing with Nasdaq to review issues that relate to the
Company's non-compliance with Nasdaq's minimum stockholders'
equity requirements. The hearing, which will be conducted before a
Nasdaq Listing Qualifications Panel, has been scheduled for April
22, 2004. As a result of the scheduled hearing, the automatic
delisting of the Company's common stock from Nasdaq -- required
under current exchange rules -- has been stayed pending the
outcome of the hearing.

                     About Mitek Systems

Mitek Systems is a premier provider of check fraud protection
solutions and check imaging software for the banking industry, and
an established global supplier of embedded software recognition
engines. Mitek develops recognition technology using advanced
neural networking techniques and deploys this expertise in fraud
prevention, check, financial document and forms processing
applications. These applications automatically process over 8
billion documents per year for a variety of OEMs, reseller
partners and end users. For more information about Mitek Systems,
contact the company at 14145 Danielson Street, Suite B, Poway, CA
92064; 858-513-4600 or visit http://www.miteksys.com/

                        *   *   *

In its Form 10-Q for the quarterly period ended December 31, 2003,
Mitek Systems, Inc. reports:
  
"The Company's working capital and current ratio were $1,445,000
and 1.67, respectively, at December 31, 2003, and $2,341,000 and
1.87, respectively, at September 30, 2003. At December 31, 2003,
total liabilities to equity ratio was 1.53 to 1 compared to 1.19
to 1 at September 30, 2003. As of December 31, 2003, total
liabilities were $588,000 less than on September 30, 2003.

"The Company currently has a working capital line of credit. This
line requires interest to be paid at prime plus 1 percentage
point, but is subject to a limit on available borrowings of
$750,000. The Company had no borrowings under the working capital
line of credit on December 31, 2003 or on September 30, 2003. This
credit line is subject to a net worth covenant whereby the Company
must maintain a net worth of $2,000,000 in order to use the credit
line. Though the Company had no borrowings under the credit line
as of December 31, 2003, at such time the Company's net worth was
$1,621,000.

"The existing credit line expires on February 28, 2004. The loss
sustained during the quarter ended December 31, 2003 caused the
Company's net worth to fall to $1,621,000. Though the Company had
no borrowings under the credit line as of December 31, 2003, the
Company was no longer in compliance with the aforementioned net
worth covenant. The Company is currently negotiating with its
lender regarding a new credit line. No assurance can be made that
the Company will be able to obtain a new credit line on favorable
terms, or at all. The inability to obtain a favorable credit line
would have a detrimental impact on the Company's liquidity and
could have a material adverse effect on its business, results of
operations and financial position.

"The operations from Fiscal 2003 and the quarter ended December
31, 2003 have resulted in significant operating losses. Should
additional losses occur, the Company may need to raise significant
additional funds to continue its activities. In the absence of
positive cash flows from operations, the Company may be dependent
on its ability to secure additional funding through the issuance
of debt or equity instruments. If adequate funds are not
available, the Company may be forced to significantly curtail its
operations or to obtain funds through entering into collaborative
agreements or other arrangements that may be on unfavorable terms.
The Company's failure to raise sufficient additional funds on
favorable terms, or at all, would have a material adverse effect
on its business, results of operations and financial position."


MOLECULAR DIAGNOSTICS: Bathgate Capital Invests $1.5 Million
------------------------------------------------------------
Molecular Diagnostics, Inc. (OTCBB:MCDG) (MDI) announced that it
has received a $1.5 million investment transacted by Bathgate
Capital Partners, LLC of Denver, Colorado. This is the second
component of funding that is earmarked for the restructuring being
undertaken by the company. The majority of the investment was
directed specifically for the retirement of a $1 million senior
secured obligation collateralized by the Company's intellectual
property. The balance of the investment is committed as capital to
be used for the restructuring.

According to Denis M. O'Donnell M.D., MDI's CEO, "We are pleased
to be able to announce this financing, and retirement of this
senior note holder's debt. We can now focus on raising the
additional capital required for the restructuring of our balance
sheet and the completion of our clinical trial of the InPath
System" Dr. O'Donnell added. "The continued support of our
existing shareholders, as well as the obvious level of confidence
in our success as indicated by Bathgate Capital Partner's
investors, is another testament to the soundness of our business
strategy, and the performance of the InPath System."

            About Molecular Diagnostics, Inc.

Molecular Diagnostics -- whose September 30, 2003 balance sheet
shows a total stockholders' equity deficit of $8,122,000  --  
develops cost-effective cancer screening systems, which can be
utilized in a laboratory or at the point-of-care, to assist in the
early detection of cervical, gastrointestinal, and other cancers.
The InPath System is being developed to provide medical
practitioners with a highly accurate, low-cost, cervical cancer
screening system that can be integrated into existing medical
models or at the point-of-care. More information is available at
http://www.Molecular-Dx.com/

                        *   *   *

                Going Concern Uncertainty

In its Form 10-QSB For the quarterly period ended September 30,
2003, Molecular Diagnostics Inc. states:

"Our operations have been, and will continue to be, dependent upon
management's ability to raise operating capital in the form of  
debt or equity. We have incurred significant operating losses
since the inception of our business. We expect that significant
ongoing operating expenditures will be necessary to successfully
implement our business plan and develop, manufacture and market
our products. As a result of capital and liquidity constraints, we
significantly reduced our staff and all other operating
expenditures beginning in the last quarter of 2002 and continuing
through most of the second quarter of 2003. We began to
reestablish our operations at the end of the second quarter of
2003. These circumstances raise substantial doubt about our
ability to continue as a going concern. There can be no assurance
that we will be able to obtain additional capital to meet our
current operating needs or to complete pending or contemplated
licenses or acquisitions of technologies. If we are unable to
raise sufficient adequate additional capital or generate
profitable sales revenues, we may be forced to continue our
operations at a reduced level, substantially delaying product
research and development, clinical trials, market introduction of
some of our products and other activities and may even be forced
to cease operations."


NEW CENTURY: Will Convert into a Real Estate Investment Trust
-------------------------------------------------------------
New Century Financial Corporation (Nasdaq: NCEN), one of the
nation's largest mortgage finance companies, announced that, after
careful review, its Board of Directors voted in favor of
converting the company to a Real Estate Investment Trust (REIT),
subject to final Board approval of relevant legal, accounting and
financial matters and shareholder approval.

New Century's management and Board of Directors weighed the merits
of both a REIT restructuring and maintaining its current corporate
structure. The decision to convert to a REIT was based on several
factors, including the potential for increased shareholder return,
tax efficiency and ability to achieve growth objectives. New
Century is finalizing the structural issues relating to the REIT
conversion and exploring various financing alternatives, in
consultation with its financial and legal advisors.

"Our company is committed to delivering performance, growth and
long-term shareholder return," said Robert K. Cole, chairman and
chief executive officer. "We believe that by converting to a REIT
we will be in a better position to achieve our long-term growth
objectives and continue to increase shareholder value."

                  About New Century

New Century Financial Corporation (Nasdaq: NCEN) (S&P, BB- Long-
Term Counterparty Credit and B+ Convertible Senior Notes Ratings)
is one of the nation's largest specialty mortgage companies,
providing first and second mortgage products to borrowers
nationwide through its operating subsidiaries.  New Century is
committed to serving the communities in which it operates with
fair and responsible lending practices.  To find out more about
New Century, visit http://www.ncen.com/


NEW CENTURY: First Quarter 2004 Loan Production Tops $8.4 Billion
-----------------------------------------------------------------
New Century Financial Corporation (Nasdaq: NCEN), one of the
nation's largest mortgage finance companies, announced loan
production volume for the three months ended March 31, 2004, its
dividend payment for the second quarter of 2004, and the timing
for its first quarter earnings announcement and its 2004
stockholder meeting.

             First Quarter 2004 Loan Production

$'s in billions            2004                       2003
                           ----                       ----
                              Average                    Average
                      Funding  Daily             Funding  Daily
             $ Vol.     Days   $ Vol.    $ Vol.    Days   $ Vol.
             ------   ------- -------    ------  ------- -------
January       $2.5       20   $0.125      $1.5      21    $0.071
February       2.5       19    0.132       1.4      19     0.074
March          3.4       23    0.148       1.8      21     0.086
             ------   ------- -------    ------  ------- -------
Fiscal Year   $8.4       62   $0.135      $4.7      61    $0.077


                                 % Change       % Change
                                  in Vol.       in Average
                                               Daily Vol.
                                 ---------     ------------
     January                        67%            76%
     February                       79%            78%
     March                          89%            72%
                                 ---------     ------------
     Fiscal Year                    79%            75%


"We are pleased with the strong results we achieved for the first
three months of 2004," said Brad A. Morrice, vice chairman,
president and chief operating officer. "We are on track to exceed
our $30 billion 2004 production goal."

                  Second Quarter 2004 Dividend

New Century's Board of Directors approved the second quarter 2004
cash dividend payment to its common stockholders. The Board
increased the dividend payment from $0.16 to $0.20 per share. New
Century will pay the quarterly dividend on April 30, 2004 to
stockholders of record at the close of business on April 15, 2004.
The declaration of any future dividends will be subject to New
Century's earnings, financial position, capital requirements,
contractual restrictions and other relevant factors.

               First Quarter Earnings Announcement

New Century will report its first quarter financial results on
Wednesday, April 21, 2004, after the close of market. New Century
will host a management conference call on Thursday, April 22,
2004, at 8:00 a.m. PDT. The call and an accompanying slide
presentation will also be broadcast simultaneously over the
Internet at http://www.ncen.com/

A replay of the conference call will be available from 11:00 a.m.
PDT on April 22, 2004 through 12:00 a.m. PDT on April 29, 2004.
The replay number is (888) 286-8010 and the conference call ID
number is 95107908.

Those individuals wishing to participate on the conference call
should contact Rachel Coultas in Investor Relations at (949) 862-
7725 to receive details regarding the call.

                     Annual Meeting

As a result of these announcements, New Century has postponed its
2004 annual meeting of stockholders, originally scheduled for May
5, 2004. New Century intends to hold a stockholder meeting as soon
as practicable to cover both general annual meeting matters and
the REIT conversion and related proposals. New Century will
release details relating to the stockholder meeting at a future
date.

                  About New Century

New Century Financial Corporation (Nasdaq: NCEN) (S&P, BB- Long-
Term Counterparty Credit and B+ Convertible Senior Notes Ratings)
is one of the nation's largest specialty mortgage companies,
providing first and second mortgage products to borrowers
nationwide through its operating subsidiaries.  New Century is
committed to serving the communities in which it operates with
fair and responsible lending practices.  To find out more about
New Century, visit http://www.ncen.com/


NORTEL: SEC Orders Formal Investigation Over Results Restatement
----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) announced
that the Securities and Exchange Commission has issued a formal
order of investigation in connection with the Company's previous
restatement of its financial results for certain periods, as
announced in October 2003, and the Company's announcements in
March 2004 regarding the likely need to further revise certain
previously announced results and restate previously filed
financial results for one or more earlier periods.  

The matter has been the subject of an informal SEC inquiry. As
previously announced, an independent review is also being
undertaken by the Nortel Networks Audit Committee.  

Nortel Networks has been fully cooperating with the SEC and will
continue to do so in order to bring the inquiry to a conclusion
as promptly as possible.  

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The Company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Wireless Networks, Wireline
Networks, Enterprise Networks, and Optical Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found on
the Web at http://www.nortelnetworks.com/   

                        *   *   *

Standard & Poor's Rating Services placed its 'B' long-term
corporate credit, senior secured debt, and other ratings on
telecom equipment supplier, Brampton, Ontario-based Nortel
Networks Ltd. on CreditWatch with negative implications.

"The CreditWatch placement follows the announcement by parent
Nortel Networks Corp. that it, and Nortel Networks Ltd.
(collectively Nortel Networks), will need to delay the filing of
its Form 10-K for the year-ended Dec. 31, 2003, with the U.S.
Securities and Exchange Commission," said Standard & Poor's credit
analyst Joe Morin. In addition, Nortel Networks will likely have
to revise its previously reported unaudited results for the year-
ended Dec. 31, 2003, and might have to restate previously filed
financial results.

As a result, Nortel Networks will not likely be in compliance with
the requirements under its public indentures, Export Development
Canada (EDC) support facility, and its credit facilities to
deliver their SEC filings. The inability of Nortel Networks to
meet these requirements results in near-term uncertainties.
Failure to meet SEC filings within the allowable cure periods
under the indentures or credit facilities could result in a
lowering of the ratings. Inability to obtain a temporary waiver
from EDC could result in additional uncertainties, which in turn
could result in a lowering of the ratings. Finally, the ratings
could also be lowered if Nortel Networks further revises, or
restates financials results, which result in a materially weakened
financial profile.


NORTH COUNTRY: Exploring Alternatives to Address Capital Needs
--------------------------------------------------------------
North Country Financial Corporation (NASDAQ: NCFC), the holding
company for North Country Bank and Trust, received a "qualified
opinion" on its consolidated financial statements for the year
ended December 31, 2003. A qualified opinion was also received
last year on the financial statements for the year ended December
31, 2002. These qualified opinions were issued concerning the
Corporation's ability to continue as a going concern.

Management of the Corporation addressed this concern in footnote
26 of the consolidated financial statements of the Corporation for
2003. In the footnote, reference is made to the requirement of the
Bank to maintain certain capital levels under the Cease and Desist
Order entered into with federal and state banking regulators. As
of December 31, 2003 the Bank did not meet the capital
requirements of the Order.

C. James Bess, President and Chief Executive Officer of North
Country Financial Corporation commented that, "Substantial
progress has been made in most areas of concern addressed by the
Order, except capital. The Corporation is actively pursuing
alternatives in the effort to address its capital needs and
requirements."

The Corporation is reducing the size of the Bank via sale,
closure, and consolidation of its branches, soliciting additional
capital and/or an acquirer, reviewing operating expenses for
reduction opportunities, and selling segments of the Bank's
problem and non-performing loan portfolio. The sale of $25 million
of primarily nonperforming loans was consummated as of March 31,
2004.

Headquartered in Manistique, Michigan, North Country Financial
Corporation is a financial services company providing commercial,
consumer, and mortgage banking services to a client base in
northern Michigan. North Country Bank and Trust, its primary
subsidiary, currently has 22 branch locations located in
Michigan's Upper Peninsula and northern Lower Michigan.


NRG ENERGY: Rural Utilities Asserts $8.6 Million Admin. Claim
-------------------------------------------------------------
The Rural Utilities Service, United States Department of
Agriculture, was a creditor in the Chapter 11 proceeding of Cajun
Electric Cooperative, Case No. 94-11474 (Bankr. W.D. La), in
which a determination was made to sell substantially all Cajun's
assets.

Of the several bidders seeking to purchase Cajun's electric
generation and transmission assets, Debtor Louisiana Generating
LLC emerged as the successful bidder for Cajun's assets.  
Consequently, Ralph R. Mabey, the Cajun Trustee, and Louisiana
Generating entered into a Fifth Amended and Restated Asset
Purchase and Reorganization Agreement in September 1999, which
became the basis of the Second Amended and Restated Creditors'
Plan of Reorganization in the Cajun case.  Under the Asset
Purchase Agreement and the Plan, Louisiana Generating became the
successor under and the assignee of virtually all of Cajun's
executory contracts and unexpired leases.

In 1983, Cajun entered into TBT Agreements with Eastman Kodak
Company and The Clorox Company pursuant to which Cajun
transferred to Kodak and Clorox certain tax benefits.  To support
Cajun's obligations under the TBT Agreements and provide Kodak
and Clorox with recourse in the event of a default by Cajun,
Cajun and CoBank, ACB entered into a Letter of Credit and
Reimbursement Agreement.  Pursuant to the Letter of Credit and
Reimbursement Agreement, in the event of Cajun's default, Kodak
and Clorox could draw down the letters of credit issued by
CoBank.  Cajun was required to post security in favor of CoBank
in the form of cash deposits and a Pledge of "CoBank Class E
Stock" owned by Cajun but held by CoBank.  In the event Cajun was
required to pay under the letters of credit, CoBank would
reimburse itself from the Cajun cash and Class E stock, which
CoBank held.  CoBank's exposure under the letters of credit
decreases with the passage of time and, accordingly, the amount
of security it holds similarly decreases.

When CoBank has no further exposure under letters of credit, the
remaining security it holds will be remitted to the Rural
Utilities Service pursuant to the terms of the Plan.  The value
anticipated to be available for remittance to the Rural Utilities
Service exceeds $10,000,000.  However, in light of Louisiana
Generating's Chapter 11 petition, CoBank has refused to
periodically remit to the Rural Utilities Service any excess
security.

As of February 5, 2004, the Rural Utilities Service is unaware of
any default under the TBT Agreements which would give rise to a
draw on the letters of credit by Kodak and Clorox and,
subsequently, would give CoBank cause to resort to the cash and
stock security it holds.  However, if by virtue of (i) Louisiana
Generating's bankruptcy filing, (ii) acts taken by it in
Chapter 11, or (iii) provisions or implementation of Louisiana
Generating's plan of reorganization or otherwise, a default has
occurred under the TBT Agreements, the Rural Utilities Service
may stand to lose several millions of dollars in cash and stock
currently held as security by CoBank.  In that instance, the
Rural Utilities Service would have a substantial administrative
claim against Louisiana Generating.

Based on the best information currently available, Rural
Utilities Service estimates its administrative claim to be
$8,679,750, depending on the default date and the TBT Agreement
liability at that date.  The precise amount of the claim is
subject to further refinement and revision.

By this motion, the Rural Utilities Service asks the Court to
allow it an administrative expense claim for $8,679,750. (NRG
Energy Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


OMEGA HEALTHCARE: Closes on $26 Million of New Investments
----------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced it has
closed on $26 million of new investments.

The Company closed the purchase of three skilled nursing
facilities on April 1, 2004, representing 399 beds for a total
investment of $26 million. Two of the facilities are located in
Vermont, with the third located in Connecticut. The facilities
were combined into an existing master lease with a current
operator. Rent under the master lease was increased by
approximately $2.7 million for the first lease year commencing
April 1, 2004, with annual increases thereafter. The term of the
master lease had been increased to 10 years on January 1, 2004 and
runs through December 31, 2013, followed by two 10 year renewal
options. The Company received a security deposit equivalent to
three months of the incremental rent.

This marks the Company's first new real estate investment in
approximately five years, and follows two months of capital
restructuring activity during which Omega issued its 8.375% Series
D preferred stock, completed a secondary offering of 18.1 million
shares and a primary offering of 2.7 million shares of its common
stock, issued $200 million of 7% senior notes due in 2014, and
refinanced and replaced its $225 million credit and acquisition
lines, as well as redeemed its 10% Convertible Series C preferred
stock and announced the redemption of its 9.25% Series A preferred
stock. During this same period, Omega's preferred stock and debt
also received upgrades from Moody's and Standard & Poors, as
previously announced by the respective rating agencies.

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

Standard & Poor's Ratings Services assigned its 'BB-' rating to
Omega Healthcare Investors Inc.'s recently issued $200 million 7%
senior notes due April 2014.

Concurrently, the senior unsecured debt rating is raised to 'BB-'
from 'B' and removed from CreditWatch positive, where it was
placed March 5, 2004.

Additionally, the rating on the preferred stock is raised to 'B'
from 'B-' and removed from CreditWatch positive, where it was also
placed March 5, 2004. The rating actions affect $526 million of
rated securities. The outlook is stable.


OMEGA HEALTHCARE: Sells $200M Interest Rate Cap & Florida Facility
------------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced the sale of
its $200 million interest rate cap and the sale of a closed,
skilled nursing facility in Florida.

In connection with the Company's previously announced refinancing
of its $225 million LIBOR based credit facilities, the Company
sold its $200 million interest rate cap on March 31, 2004. Net
proceeds from the sale totaled approximately $3.5 million and
resulted in a one-time accounting loss of approximately $6.5
million, which will be taken in the first quarter of 2004.

Also, on March 31, 2004, the Company sold one closed skilled
nursing facility located in Florida for net proceeds of
approximately $44,000, resulting in a loss of approximately
$357,000. At the time of this press release, the Company has four
remaining closed facilities with a total net book value of
approximately $2 million.

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

Standard & Poor's Ratings Services assigned its 'BB-' rating to
Omega Healthcare Investors Inc.'s recently issued $200 million 7%
senior notes due April 2014.

Concurrently, the senior unsecured debt rating is raised to 'BB-'
from 'B' and removed from CreditWatch positive, where it was
placed March 5, 2004.

Additionally, the rating on the preferred stock is raised to 'B'
from 'B-' and removed from CreditWatch positive, where it was also
placed March 5, 2004. The rating actions affect $526 million of
rated securities. The outlook is stable.


OR RAMBLEWOOD LLC: Involuntary Case Summary
-------------------------------------------
Alleged Debtor: OR Ramblewood, LLC
                615 Kensington Avenue, Suite B-1
                Severna Park, Maryland 21146

Involuntary Petition Date: March 31, 2004

Case Number: 04-17917

Chapter: 11

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Petitioner's Counsel: Thomas McCarthy, Sr., Esq.
                      79 Franklin Street
                      Annapolis, MD 21401
         
Petitioner: David H. Ready
            c/o Thomas McCarthy, Sr.
            79 Franklin Street
            Annapolis, MD 21401
                                  
Amount of Claim: $9,162,937


OWENS: Wants Clearance to Implement Discounted Tax Payment Scheme
-----------------------------------------------------------------
Due to the timing of their bankruptcy filings, the Owens Corning
Debtors are delinquent on prepetition taxes owed to 120 to 150
local and municipal taxing authorities.  For the most part, these
taxes consist of real and personal property taxes incurred with
respect to various Debtor facilities across the country.

Based on the Debtors' review, the amount of taxes owed to Local
and Municipal Taxing Authorities that are entitled to "priority"
status under Section 507(a)(8) of the Bankruptcy Code and
"secured" status under applicable state law, total $8,650,000.  
Based on overtures received from several Local and Municipal
Taxing Authorities, the Debtors believe that they may have an
opportunity to compromise some or all of the Local and Municipal
Priority and Secured Taxes -- which must be paid in full under
any confirmed plan of reorganization -- at a significant
discount, if the agreed-upon, and discounted, amount of taxes can
be paid now, rather than pursuant to a confirmed plan.  To take
advantage of this potential opportunity, the Debtors prepared a
tax payment program.

The key elements of the Discounted Tax Payment Program are:

   (1) The Debtors would, at their discretion, contact Local and
       Municipal Taxing Authorities to which they owe Local and
       Municipal Priority and Secured Taxes;

   (2) The Debtors would negotiate the payment of the Local and
       Municipal Priority and Secured Taxes in an amount that is
       discounted by no less than the specified minimum
       percentage;

   (3) The Debtors would enter into a letter agreement with each
       Local and Municipal Taxing Authority setting forth the
       terms of the payment of the Local and Municipal Priority
       and Secured Tax;
   
   (4) The Debtors would pay the agreed-upon amount of Local and
       Municipal Priority and Secured Tax; and

   (5) Each Local and Municipal Taxing Authority receiving
       payment pursuant to the Discounted Tax Payment Program
       would amend its proof of claim to reflect its agreement
       with the Debtors and receipt of the agreed-upon payment.

The Discounted Tax Payment Program will reduce the amount of
Local and Municipal Priority and Secured Taxes due and owing.  By
this motion, the Debtors seek the Court's authority to implement
the Discounted Tax Program.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells Judge Fitzgerald that the early payment of the
Local and Municipal Taxes will allow the Debtors to realize
significant savings from the Discounted Tax Payment Program as a
result of negotiated discounts, in an amount at least equal to
the Minimum Discount.  Because the Local and Municipal Taxes are
entitled either to priority or to secured status, the Debtors'
payment of the taxes affects only the timing of the payments, not
whether they will be made.  Thus, other creditors and parties-in-
interest will not be prejudiced, and will actually benefit, if
the relief sought is granted.  Permitting the Debtors to resolve
the Local and Municipal Taxes now will also help them realize
other benefits like the reduction of administrative burdens
associated with paying Priority and Secured Taxes under a
confirmed plan.

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


OXFORD INDUSTRIES: Declares Quarterly Cash Dividend Payable May 29
------------------------------------------------------------------
The Board of Directors of Oxford Industries, Inc. (NYSE: OXM)
declared a cash dividend of $0.12 per share on common stock
payable May 29, 2004 to shareholders of record on May 17, 2004.  
This is the 176th consecutive quarterly cash dividend since
Oxford became publicly-owned in 1960.

Oxford Industries, Inc. (S&P, BB- Long-Term Corporate Credit
Rating, Stable) is a leading producer and marketer of branded and
private label apparel for men, women and children. Oxford provides
retailers and consumers with a wide variety of apparel products
and services to suit their individual needs. Oxford's brands
include Tommy Bahama(R), Indigo Palms(TM), Island Soft(TM), Ely &
Walker(R) and Oxford Golf(R). The Company also holds exclusive
licenses to produce and sell certain product categories under the
Tommy Hilfiger(R), Nautica(R), Geoffrey Beene(R), Slates(R),
Dockers(R) and Oscar de la Renta(R) labels. Oxford's customers are
found in every major channel of distribution including national
chains, specialty catalogs, mass merchants, department stores,
specialty stores and Internet retailers. The Company's common
stock has traded on the NYSE since 1964 under the symbol OXM. For
more information, visit its Web site at http://www.oxfordinc.com/


PACER HEALTH: Now Owns South Cameron Memorial Hospital in La.
-------------------------------------------------------------
Pacer Health Corporation (OTCBB:PHLH), a Miami-based owner-
operator of medical treatment centers and acute care facilities,
announced that it has completed the acquisition of South Cameron
Memorial Hospital in Louisiana. Pacer Health now fully owns the
hospital, which is comprised of an acute care campus in Creole,
Louisiana, and a geriatric behavioral health unit in Lake Charles,
Louisiana.

Pacer Health entered into a letter of intent with Camelot
Specialty Hospital of Cameron, LLC, a subsidiary of Revival
Healthcare, Inc., to purchase the hospital in December 2003 and
executed a management and acquisition agreement in February to
assume hospital operations. The company is currently conducting a
financial and marketing restructure of the hospital.

"The completion of this acquisition demonstrates that Pacer Health
is effectively executing its business model," said Pacer Health
CEO Rainier Gonzalez.

South Cameron Memorial Hospital serves the residents of Cameron
Parish and Lake Charles, Louisiana, in addition to the area's
several thousand oil and gas exploration personnel, commercial and
recreational fishermen. The hospital maintains sole community
provider status in Cameron Parish.

            About Pacer Health Corporation

Pacer Health Corporation is an owner-operator of medical treatment
centers and acute care facilities, primarily serving the growing
senior citizen population and low-to-moderate income individuals.
Shareholders are encouraged to visit the company's web site at
http://www.pacerhealth.com/  

As reported in the Troubled Company reporter's February 27, 2004
edition, Pacer Health Corporation dismissed Bagell Josephs & Co.
as its independent certified public accountants effective February
10, 2004.

Bagell Josephs' report on the Company's financial statements for
the past two fiscal years expressed substantial doubt about Pacer
Health's ability to continue as a going concern.

On February 10, 2004, Pacer Health Corporation engaged Ahern Jasco
& Company, P.A., as its  principal accountant to audit its
financial statements.


PARMALAT: Grand Cayman Court Denies Bondi as Capital Liquidator
---------------------------------------------------------------
The Grand Court of the Cayman Island denies Dr. Bondi's request
to dismiss Ernst & Young and assume the role of Provisional
Liquidator for Parmalat Capital Finance Ltd., through
PricewaterhouseCoopers and BDO Cayman.

In a 23-page decision, Judge Henderson expresses significant
concerns that Dr. Bondi's obligations to the Italian Government
are not fully compatible with the obligations he would assume as
Parmalat Capital Liquidator.  Judge Henderson explains that a
Provisional Liquidator is an officer of the Grand Court.  He is
expected to report to the Grand Court in a timely fashion and
apply for directions on controversial or troubling issues arising
in the course of the liquidation.  He has fiduciary obligation to
the creditors, in whose ultimate interest he is acting, and a
personal obligation to the Grand Court, which is charged with his
supervision and control.

A Liquidator must be, and be seen by the creditors to be,
independent.  A Liquidator cannot owe any duty to anyone, which
is incompatible with his obligations to the creditors and the
Court.

Judge Henderson explains that Dr. Bondi is the appointee of the
Italian government.  His mandate is broad -- to rescue the
Parmalat Group and keep it functioning as a going concern, in the
interests not only of the creditors but also of the 35,000
Parmalat employees.  His operational base is in Italy.  He
reports to the Italian government and the Court of Parma.  His
focus is the Parmalat Group as a whole and not the liquidation of
Parmalat Capital.  He is also exceedingly busy.  Judge Henderson
notes that Dr. Bondi failed to attend hearings before the Grand
Court and resisted to be cross-examined on his affidavits.

Additionally, the Grand Court rejects the four considerations
advanced by Gabriel Moss, Q.C., at Turner & Roulstone, in George
Town, Cayman Islands, on behalf of Dr. Bondi.  Mr. Moss asked the
Grand Court to consider:

   -- the demands of comity;

   -- the views of creditors;

   -- the need to avoid wasted cost; and

   -- the funding and cooperation available to Dr. Bondi
      from the Parmalat Group.  The JPLs have yet to secure
      the funding they need for future investigations.

Mr. Moss argued that intercompany creditors, representing 93% of
Parmalat Capital liabilities, favor the appointment Dr. Bondi.  
Mr. Moss alleged that Parmalat Capital owes $4.733 billion in
intercompany debts to Parmalat Finance Corporation BV, Parmalat
Participacoes do Brasil Ltda, Olex SA, Parmalat Netherlands BV,
Parmalat SpA and Parmalat SOPARFI SA.  Parmalat Capital also owes
$5.2 billion to other members of the Parmalat Group.

Judge Henderson holds that the views of creditors who are also
shareholders or connected to the former management of a company
are given less weight.  Judge Henderson cites that in In re
Southard and C.L. Ltd. [1979] 1 WLR 546, the Grand Court
indicated that:

     ". . . [an intercompany] creditor is prima facie
     morally responsible for the insolvency and large
     indebtedness of the company, unless and until the
     contrary is shown * * * The insolvency of the
     company and its considerable indebtedness could be
     the result of mismanagement or lack of control by
     its parent company. . . .  [I]n the absence of
     evidence to the contrary . . . the [intercompany]
     creditor had in its power to control the activities
     of the company which is now bankrupt. . . ."

Judge Henderson observes that Parmalat SpA and the other
intercompany creditors appear to have contributed to Parmalat
Capital's insolvency by fraudulent dealings and appear to be
insolvent themselves.  In addition, there is uncertainty over the
veracity and magnitude of intercompany claims, in light of the
fraudulent documents that have been created.  The reliability of
the Parmalat Group's accounting records and procedures is
questionable.

Accordingly, Judge Henderson favors the views of independent,
third party creditors, which prefer Messrs. Cleaver and MacRae.

The Grand Court also holds that, while comity is an important
factor to take into account, it is not a demand that must be
satisfied at any cost.  The views of creditors and the
suitability of the candidates for appointment as Liquidators are
also highly material.

The Grand Court further believes that the specter of wasted cost
is not a major factor.  The costs to recover Parmalat Capital
documents in Malta pale into insignificance when viewed against
the magnitude of creditor claims filed against Parmalat Capital.

Funding is also not an issue.  The Grand Court notes that Messrs.
Cleaver and MacRae have secured some funding and are in
discussions with independent creditors for more.  The Grand Court
also believes that the Noteholders may find it in their own
commercial best interest to finance the provisional liquidation.  
Other independent creditors may also be willing to contribute.

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


PER-SE TECH: Filing Delay Prompts Nasdaq's Noncompliance Notice
---------------------------------------------------------------
Per-Se Technologies, Inc. (Nasdaq: PSTI) has received a
notification from the Nasdaq Listing Qualifications Department
that states that the Company is not in compliance with NASD
Marketplace Rule 4310(c)(14). The Company expected to receive the
notification because of the delay in filing its 2003 annual report
on Form 10-K with the U.S. Securities and Exchange Commission
(SEC). The notification begins a process that includes an avenue
for appeals, which the Company will follow.

The notification states that unless the Company requests an
appeals hearing on the matter before a Nasdaq Listing
Qualification Panel (the Panel) the Company's shares will be
delisted from The Nasdaq National Market (Nasdaq) at the opening
of business on April 13, 2004. The Company is in the process of
requesting the hearing. Under NASD Marketplace Rules, the hearing
request will stay the delisting process pending the Panel's
decision. During this process, the Company's shares will continue
to trade on Nasdaq but its trading symbol will change from PSTI to
PSTIE as of the opening of trading on April 5, 2004. The Company's
delay in filing its Form 10-K is the only listing deficiency cited
in the notification.

Once the Company's 2003 annual report on Form 10-K is filed with
the SEC, the Company expects to be compliant with Nasdaq listing
standards.

                  About Per-Se Technologies

Atlanta, Ga.-based Per-Se Technologies (Nasdaq: PSTI) is the
leader in Connective Healthcare. Connective Healthcare solutions
from Per-Se enable physicians and hospitals to achieve their
income potential by creating an environment that streamlines and
simplifies the complex administrative burden of providing
healthcare. Per-Se's Connective Healthcare solutions help reduce
administrative expenses, increase revenue and accelerate the
movement of funds to benefit providers, payers and patients. More
information is available at http://www.per-se.com/

As reported in the Troubled Company reporter's March 31, 2004
edition, Standard & Poor's Ratings Services placed its 'B+'
corporate credit and other ratings on Per-Se Technologies Inc. on
CreditWatch with negative implications following the company's
announcement it will not file its 10-K by the March 30, 2004,
extension deadline.

On March 16, 2004, Per-Se filed for an automatic 15-day extension
to file its 10-K so that the company's outside accountant could
complete additional audit procedures as a part of Per-Se's year-
end 2003 audit. Per-Se's outside accountant has advised Per-Se and
its audit committee that additional audit procedures are necessary
in connection with allegations made in early November 2003 of
improper accounting and business activities. Per-Se is unable to
predict at this time when the company's outside accountant will
complete its review or when Per-Se will file its 10-K.


PG&E NATIONAL: Reaches Settlement to End Rockingham Claim Dispute
-----------------------------------------------------------------
Debtor USGen New England, Inc. operates a series of six generating
facilities that comprise the Connecticut River System.  Traveling
south on the Connecticut River System, USGen's hydroelectric
project known as the Bellows Falls Project is the fifth facility
on the river, which is located in both New Hampshire and Vermont.

The powerhouse and a portion of the dam are located in the town
of Rockingham, Vermont in the village of Bellows Falls.  Most of
the dam and reservoir are located in the State of New Hampshire.

The Bellows Falls Project, including all of the property, land
and facilities, is licensed as Project No. 1855 under the terms
of a license issued by Federal Energy Regulatory Commission on
August 3, 1979 pursuant to the Federal Power Act.  USGen is the
sole licensee under the FERC license.

The Bellows Falls Project, on average, generates 226,000 MWH of
electricity per year.  The average annual consumption -- load --
of electricity within Rockingham is in the range of 36,000 MWH,
or only 16% of the electricity generated by the project.  As a
result, Rockingham will, by necessity, sell 84% of the
electricity generated by the project.

On November 21, 2003, the Selectmen of the Town of Rockingham,
pursuant to a vote taken on November 18, 2003, notified USGen of
the commencement of condemnation proceedings, pursuant to, inter
alia, Section 2910 of Chapter 79 of Title 30 of the Vermont
Statutes, for the purpose of taking the Bellows Falls Project by
eminent domain.  The Condemnation Notice states that it is the
intention of the Selectmen to take the Bellows Falls Project for
the purpose of conducting Rockingham's municipal electric utility
operations pursuant to Chapter 79.

The Eminent Domain Proceeding is not before a court or neutral
decision maker.  Rockingham is purporting to act solely through
its own select board to determine whether to proceed with the
taking and to establish the purchase price.  That is, the would-
be buyer is claiming the right to set the purchase price
unilaterally, subject only to USGen's appeal rights.

USGen asked the Court to declare that the automatic stay imposed
by Section 362(a) of the Bankruptcy Code applies to the Eminent
Domain Proceeding and that Rockingham's continued prosecution of
the Eminent Domain Proceeding is in violation of the automatic
stay.  Moreover, USGen asks the Court to enjoin Rockingham from
prosecuting the Eminent Domain Proceeding.

                         *   *   *

John Lucian, Esq., at Blank Rome, LLP, in Baltimore, Maryland,
relates that, rather than litigate further the issues presented
in the Adversary Proceeding, USGen, Rockingham, and the Official
Committee of Unsecured Creditors negotiated a settlement embodied
in a term sheet.  Mr. Lucian explains that the Term Sheet is not
binding and its provisions are expressly subject to the
preparation of, and will be memorialized in, definitive
agreements.  The agreements include:

   (a) an Option Agreement for Rockingham to purchase the Bellows
       Fall Project;

   (b) an Operating Agreement, pursuant to which USGen or its
       successor will operate the Bellows Falls Project; and

   (c) other agreements as may be necessary for the continued
       functioning of the Bellows Falls Project, adjacent
       transmission facilities, and other upstream and
       downstream hydroelectric facilities.

Thus, USGen asks the Court to approve the Option Agreement and
the Operating Agreement pursuant to a consent decree by and among
the parties.  In the event Rockingham exercises its Option, USGen
also asks the Court to approve the Other Agreements.

The salient terms of the Term Sheet are:

Grant of Option          USGen will grant to Rockingham the
                         Option to purchase the Bellows Falls
                         Project, which Option must be exercised
                         by November 1, 2004, or the Option
                         Agreement terminates.

Project Covered          The Bellows Falls Project consists of
                         real and personal property with respect
                         to the hydroelectric project described
                         in Federal Energy Regulatory Commission
                         License No. 1855.

Condition of Project     Sale is on "as is, where is" basis

Purchase Price           $72,046,000

Escrow                   The full Purchase Price is to be
                         escrowed within seven days after
                         Rockingham exercises its Option.

Headwaters Benefits      The Purchase Price contains within it a
                         single payment, made for perpetuity, for
                         any claim for headwaters benefits.
                         USGen agrees that if it transfers any
                         upstream project, the owner of which may
                         otherwise assess the Project headwaters
                         benefits, the documents of conveyance
                         respecting such transfer will include a
                         provision acknowledging that, in light
                         of the Purchase Price, no further
                         headwater benefits fee will be paid by
                         Rockingham.

Operating Agreement      The Town will enter into an Operating
                         Agreement providing that upon the
                         closing of the transaction USGen or its
                         successor or assign will operate the
                         Bellows Falls Project for a fee to be
                         agreed upon, consonant with the fees
                         paid for operation of similar projects,
                         and reimbursement of costs, for a term
                         through April 30, 2018.

Regulatory Approvals     Within two weeks after the Purchase
                         Price is delivered to the escrow agent,
                         USGen and Rockingham will jointly apply
                         to the FERC for the transfer of the
                         License and to the Vermont Public
                         Service Board for authority with respect
                         to the transfer of the Bellows Falls
                         Project to Rockingham, to the extent
                         that the VPSB has not previously
                         authorized the transfer and purchase of
                         the Bellows Falls Project.

Condemnation             In consideration of the Option
                         Agreement, Rockingham will agree for a
                         period of 10 years following the
                         effective date of the Option Agreement
                         not to condemn the Bellows Falls Project
                         without the express consent of the
                         Project owner or to acquire the Project
                         by any other means.  In addition,
                         Rockingham will not oppose, in any
                         proceedings before the FERC, the VPSB or
                         the Court, or any other forum, a sale or
                         transfer of the Bellows Falls Project or
                         any other assets of USGen provided that
                         the Option Agreement is duly executed
                         and recorded on the applicable land
                         records, and the sale or transfer of the
                         Project contains provisions
                         incorporating all aspects of the Option
                         Agreement.

Mr. Lucian states that in the event Rockingham exercises its
Option, USGen and the Creditors Committee believe that the
Purchase Price for the Bellows Falls Project is fair and
reasonable.  Conversely, if Rockingham does not exercise its
Option, Rockingham's agreement not to seek to condemn the Bellows
Falls Project or to acquire the Project by any other means for a
10-year period removes a significant cloud on the Project in the
context of USGen's marketing and possible sale of the Project.

Mr. Lucian notes that either way, the Option and Operation
Agreements restore certainty to and remove any "chilling effect"
on USGen's reorganization process.  Furthermore, the Option and
Operation Agreements avoid the expense and delay associated with,
and the attendant risks of, further litigation, the cost of which
would be borne by USGen's estate.

                        The Consent Decree

The Consent Decree as negotiated by USGen, the Creditors
Committee, and Rockingham in relation to the settlement of the
Adversary Proceeding and USGen's entry into the Option and
Operating Agreements provide that:

   (a) To bring certainty to the process of reorganization,
       enforce the applicability of the automatic stay, and
       facilitate the ability of USGen to propose a Plan on which
       all participants in the proceedings may rely as a
       reasonably reliable commitment by USGen to future actions,
       Rockingham will not seek to acquire the Project or any
       part of it by any means including, but not limited to, the
       exercise of its right of eminent domain, for 10-year
       period from the date of the Consent Decree and the
       execution of the Option Agreement and the Operating
       Agreement;

   (b) Rockingham's commitment is intended, and is a mandatory,
       enforceable obligation, designed to implement the terms
       of the settlement reached by the parties to resolve the
       Adversary Proceeding, fully enforceable by continuing
       injunctive relief, under Sections 362, 105, 1141 of the
       Bankruptcy Code and Rule 7065 of the Federal Rules of
       Bankruptcy Procedure, as may from time to time be
       applicable, and under the inherent power of the Court to
       enforce its own orders;

   (c) USGen is authorized to enter into the Option Agreement and
       the Operating Agreement;

   (d) In the event Rockingham exercises its Option, USGen is
       authorized to enter into the Other Agreements as may be
       necessary  for the continued functioning of the Project,
       adjacent transmission facilities, and other upstream and
       downstream hydroelectric facilities, upon notice to
       parties-in-interest;

   (e) In exchange for Rockingham's agreement to enter into the
       Consent Decree and the Other Agreements, USGen and the
       Creditors Committee will support Rockingham in its efforts
       under state law to purchase the Project by exercise of the
       Option;

   (f) To the extent applicable, the automatic stay of Section
       362 will not apply to any of Rockingham's efforts in
       seeking to exercise the Option, including any efforts
       under the eminent domain procedures of the states of
       Vermont or New Hampshire;

   (g) USGen is authorized to take any actions as may be
       necessary to implement the terms of the Consent Decree
       without the need for further Court-authorization;

   (h) Rockingham consents to the continuing jurisdiction of the
       Court to enforce the Consent Decree;

   (i) The Adversary Proceeding and all other proceedings before
       the Court between the parties are dismissed; and

   (j) The Consent Decree will be binding on the successors and
       assigns of USGen and Rockingham including, without
       limitation, any Chapter 7 trustee or successor to USGen
       and any future "Selectboard" of Rockingham, and its terms
       will not be modified by any Plan or subsequent Court order
       without the consent of Rockingham and USGen.

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


PLAINVILLE TRUCK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Plainville Truck Stop, Inc.
        aka Plainville Travel Plaza, LLC
        aka Truckside Cafe, Inc.
        116 Washington Street
        Plainville, Massachusetts 02762

Bankruptcy Case No.: 04-12449

Type of Business: The Debtor runs a truck stop with customary
                  facilities in Plainville, Massachusetts.

Chapter 11 Petition Date: March 26, 2004

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Frank D. Kirby, Esq.
                  314 West 2nd Street
                  South Boston, MA 02127
                  Tel: 617-269-0011

Total Assets: $2,000,000

Total Debts:  $2,250,000

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Concord Oil of Newport                   $1,700,000
147 Lowell Road
Concord, MA 01742

Flynn Petroleum LLC                        $145,510

Sears Burner Service, Inc.                 $142,863

Perry Boudreau                              $55,500

One Beacon Insurance                        $24,655

Massachusetts Electric                      $17,077

Keegan, Werlin & Pabian, LLC                $14,306

David Jenkins                               $13,000

Pine State Trading                           $8,592

Plainville Water Sewer                       $6,977

Liberty Mutual Insurance                     $6,212

Interstate Scales                            $4,947

Trendar Merchant Services                    $4,234

Waste Management of Rhode Island             $3,111

Select Energy                                $1,852

Continental Fuel Systems                     $1,485

TV News Sales Company, Inc.                  $1,202

B & A Advertising                              $774

Energy USA Propane                             $530

Byron L. Taylor, Esq.                          $440


QUESTERRE: Beaver River Unit Files for CCAA Protection in Canada
----------------------------------------------------------------
Questerre Energy Corporation (QEC:TSX) reported the recent
developments with its projects in Quebec and British Columbia.

                St. Lawrence Lowlands, Quebec

Questerre's first well in the St. Lawrence Lowlands, the St.
Sophie #1 well, is on schedule to spud by the end of May 2004.
Lease construction is complete and the site has been inspected by
local government personnel. The Nabors #9ETD drilling rig and all
associated service equipment will be released early next week and
mobilized to location in May following spring breakup.

The St. Sophie #1 well is the first well in a proposed multi-well
exploration program planned for Questerre's extensive acreage in
the St. Lawrence Lowlands. The primary play in the Lowlands is a
hydrothermal dolomite sequence known regionally as the Trenton-
Black River. Recently the Trenton-Black River play has been
responsible for some of the largest discoveries in the Appalachian
Basin in the United States. It remains one of the most prolific
plays here and forms the basis for Talisman Energy's new core area
in this Basin.

Prompted by the success of this play in the Appalachian Basin,
Questerre has entered into discussions with several industry
partners, including an integrated utility company regarding their
participation in the St. Sophie #1 well.

The St. Sophie #1 well is targeting an undrilled structure known
as Becancour prospective for the Trenton-Black River formation.
On an unrisked basis, the structure could contain recoverable
reserves of up to 650 Bcf, with up to an estimated 1 Tcf of gas
in place.

               Beaver River Field, British Columbia

Over the last month Questerre's wholly owned subsidiary,
Questerre Beaver River Inc., has focused on tying-in the A-5 well
drilled earlier this winter and incorporating the results from
this well into the current field interpretation.

                A-5 well and restructuring of QBRI

The tie-in of the A-5 well to the production facilities and the
field gathering system was completed on schedule late last month.
Stabilized production from this well will be determined by a
long-term production test that is expected to commence shortly.

Cost overruns associated with the A-5 re-entry are currently
estimated at $12.7 million, or nearly 2-1/2 times the original
cost estimate of $5.3 million. As a result of these overruns,
trade creditors are presently owed approximately $8.3 million by
QBRI. In light of its current situation, a Special Committee of
the Board of Questerre was recently formed to evaluate strategic
and restructuring alternatives for QBRI.

On the recommendation of the Special Committee, to facilitate an
orderly restructuring of the financial affairs of QBRI, QBRI has
applied for and was granted protection from proceedings by
creditors under the Companies Creditors Arrangement Act by an
Order of the Court of Queen's Bench of Alberta issued under the
CCAA. Unless extended by a further Order of the Court, the
protection provided by the initial order will expire on April
30, 2004. Ernst & Young Inc. has been appointed as an officer of
the Court of Queen's Bench of Alberta to monitor the business and
affairs of QBRI while it remains under CCAA protection.

QBRI intends to formulate a plan of arrangement for the
consideration of its creditors and other stakeholders in the near
future. QBRI anticipates that the future plan of arrangement will
be accepted by the creditors, allowing for the continued
development of the Beaver River Field.

                 Evaluation of A-5 results
                and future field development

The absence of up-dip reservoir structure targeted by the A-5
re-entry indicated a major discrepancy with the existing 3-D
seismic interpretation around the A-5 wellbore. To resolve this
discrepancy, a detailed review of the seismic data and the
resulting interpretation is underway. The review has suggested
possible inconsistencies in the processing of the seismic data.
To resolve these inconsistencies and better image the reservoir,
the seismic data processing is being redone and a revised
interpretation will be developed over the next two months.

A preliminary review of the updated seismic data continues to
provide strong support for the theory of compartmentalization in
the Beaver River Field. Drilling locations for undrilled
compartments will be determined by the revised field
interpretation. Subject to financing, QBRI anticipates spudding a
well to test for these new compartments.

Questerre Energy Corporation is a Calgary-based independent
resource company actively engaged in the exploration for and
development, production and acquisition of large-scale natural
gas projects in Canada.


RURAL/METRO: Remains as Youngstown, Ohio's 911 Ambulance Provider
-----------------------------------------------------------------
Rural/Metro Corporation (Nasdaq: RURL), a leading national
provider of ambulance and fire protection services, has been
awarded a one-year contract extension to continue as the exclusive
provider of 911 emergency ambulance services in Youngstown, Ohio.
The term began March 1, 2004 and is valued at approximately $1.3
million.

Jack Brucker, President and Chief Executive Officer, said, "We are
very pleased to extend our services for another year in
Youngstown. We have served this community for more than 30 years
and believe that significant growth potential remains as we
continue to enhance our base of operations in the region."

Rural/Metro provides emergency and non-emergency ambulance
transportation services in the communities of Youngstown, Boardman
Township, and Poland Township in Mahoning County, and the cities
of Niles, Hubbard, Girard, and Warren, as well as Hubbard Township
in Trumbull County. The company also is the exclusive contracted
provider to Forum Health Hospital System, which includes two main
hospital campuses as well as medical centers, ambulatory campuses,
home-care agencies and other clinical services. The company's
employees respond to more than 30,000 requests for service in the
area each year, with 9,500 of those transports provided within the
City of Youngstown.

Todd Walker, President of Rural/Metro's Mid-Atlantic/Northeast
Emergency Services Group, said, "Our team remains committed to the
health and safety of the citizens of Youngstown and the
surrounding communities by providing excellent and innovative
patient care and customer service."

As an example, the company recently launched a DriveCam(TM) test
program, which integrates in-vehicle video technology with driving
performance management software. Walker continued, "Our objective
is to create the safest driving environment possible for our
employees and for the citizens we serve. We view this as an
important investment back into community."

Rural/Metro Corporation -- whose December 31, 2003 balance sheet
shows a total stockholders' equity deficit of $210,080,000 --
provides emergency and non-emergency medical transportation, fire
protection, and other safety services in 24 states and more than
400 communities throughout the United States. For more
information, visit http://www.ruralmetro.com/


SEGA GAMEWORKS: Look for Schedules & Statements on April 9
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
gave SEGA Gameworks, LLC more time to file their schedules of
assets and liabilities, statements of financial affairs and lists
of executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtor has until April 9, 2004 to file
their Schedules of Assets and Liabilities and Statement of
Financial Affairs.

Headquartered in Glendale, California, SEGA Gameworks LLC
-- http://www.gameworks.com/-- operates 16 video arcades in 11 US  
states, Canada, Guam, and Kuwait. The Company filed for chapter 11
protection on March 9, 2004 (Bankr. C.D. Calif. Case No. 04-
15404).  Ron Bender, Esq., at Levene Neale Bender Rankin & Brill
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of over $10 million.


SK GLOBAL: Court Adjourns Sec. 304 Injunction Hearing to June 9
---------------------------------------------------------------
Judge Blackshear will continue the hearing with respect Hana  
Bank's request for a preliminary injunction under Section 304(a)  
of the Bankruptcy Code on June 9, 2004, at 2:00 p.m.

Hana Bank, as foreign representative of SK Networks Co. Ltd.,
formerly known as SK Global Co., Ltd., filed a Section 304
petition with the U.S. Bankruptcy Court on April 10, 2003,  
to prevent lenders from grabbing SK Network's U.S. assets.
(SK Global Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SMITHFIELD FOODS: Sells Schneider to Maple Leaf Foods for $378MM
----------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) announced the closing of the
sale of its wholly-owned Canadian subsidiary, Schneider
Corporation, to Maple Leaf Foods, Inc. (Toronto: MFI) for
approximately $378 million, subject to closing adjustments,
including the assumption of the company's outstanding debt.

Smithfield will use the net proceeds to repay the bridge loan used
to finance the acquisition of Farmland Foods in October 2003.
    
With annualized sales of $9 billion, Smithfield Foods (S&P, BB+
Corporate Credit  Rating, Negative) is the leading processor and
marketer of fresh pork and processed meats in the United States,
as well as the largest producer of hogs.  For more information,
please visit http://www.smithfieldfoods.com/


SPRING AIR PARTNERS: Tap Zukerman Gore as Special Corp. Counsel
---------------------------------------------------------------
Spring Air Partners - North America, Inc., and its debtor-
affiliates seek to employ the services of Zukerman Gore &
Brandeis, LLP as its special corporate counsel as of the Petition
Date.

Zukerman Gore will continue to:

   a. help conduct Board meetings, take and prepare minutes, and
      provide general corporate advice to the Board;

   b. work with management to negotiate and document various
      supply agreements, employment agreements, license
      agreements, leases, and other agreements that the Debtors
      customarily enter into in the ordinary course of business;

   c. assist the Debtors in maintaining their stock books and
      records;

   d. assist the Debtors in maintaining their corporate
      structure with respect to its various subsidies; and

   e. prepare, circulate and effect the execution of necessary
      Board and, when appropriate, stockholder resolutions with
      respect to all matters pertaining to the Debtors and their
      subsidiaries.

The attorneys presently designated to represent the Debtors and
their current standard hourly rates are:

         Professional's Name         Billing Rate
         -------------------         ------------
         Clifford A. Brandeis        $450 per hour
         John K. Crossman            $425 per hour
         Howard M. Berkower          $375 per hour
         Clem Turner                 $275 per hour
         John Kukulski               $200 per hour

The Debtors assure the U.S. Bankruptcy Court for the Southern
District of New York that Zukerman Gore is a "disinterested
person" as that phrase is defined in the Bankruptcy Code.

Headquartered in New York, New York, Spring Air Partners - North
America, Inc., -- http://www.springair.com/-- is a bedding  
manufacturer in the United States, manufacturing mattresses and
box springs under multiple brand names: Back Supporter(R),
ComfortFlex(R), Four Seasons(R), Chattam and Wells(R), Posture
Comfort(R) and Nature's Rest(R), for sale to local, regional and
national retailers in the United States and Canada.  The Company
filed for chapter 11 protection on March 22, 2004 (Bankr. S.D.N.Y.
Case No. 04-11915).  Mark A. Broude, Esq., at Latham & Watkins
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
estimated assets of more than $10 million and estimated debts of
over $50 million.


STOLT OFFSHORE: Signs $150 Million Contract in Nigeria
------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO),
announced the signing of an interim agreement for the second phase
of the Amenam project in Nigeria.

The contract, once finalised, is valued at approximately $150
million. It calls for the engineering, procurement, fabrication,
installation and commissioning of a 640 tonne water injection
platform with 550 tonne topsides at the Stolt Offshore Globestar
fabrication yard at Warri in Nigeria. A 60 kilometre, 24-inch
diameter gas export line will be installed together with a two
kilometre 18-inch diameter pipeline that will link the new water
injection platform to a process platform. The offshore
installation programme will be in 2005.

JP Capron, Vice President, Africa and Mediterranean Region said,
"The award of this significant fabrication and pipelay project
follows on from a similar package of work on the first phase of
the Amenam development that we completed successfully in 2002. It
also recognises both the excellent quality of work that our yard
in Warri is known to produce and our experience of this type of
project."

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.


SUREBEAM: Bankruptcy Court Approves Titan Settlement With Trustee
-----------------------------------------------------------------
The Titan Corporation (NYSE: TTN) announced that the United States
Bankruptcy Court for the Southern District of California approved
the settlement agreement the company had entered into with the
bankruptcy trustee of SureBeam Corporation and SB Operating Co LLC
(SureBeam). This settlement provides for Titan to have immediate
access to, and can take legal title to, all of the SureBeam
assets, with the exception of a few selected assets that will
remain in the bankruptcy estate. These assets include all
equipment and inventory, patents, intellectual property, certain
customer receivables, and leased and subleased properties. The
excluded items are cash and two customer receivables.

Titan -- as the senior secured creditor -- intends to sell or
otherwise dispose of the assets that it chooses to take title to,
which is expected to partially satisfy the $25 million senior
secured note owed to Titan by SureBeam, and Titan's guarantees of
SureBeam facilities leases. The court-approved settlement
agreement grants access to Titan of substantially all of
SureBeam's assets, which is consistent with the assumption used in
the related after-tax impairment charge of up to $10 million
previously announced by Titan.

Headquartered in San Diego, The Titan Corporation is a leading
provider of comprehensive information and communications systems
solutions and services to the Department of Defense, intelligence
agencies, and other federal government customers. As a provider of
national security solutions, the company has approximately 12,000
employees and current annualized sales of approximately $2.0
billion.


TECH FABRICATIONS: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Technical Fabrications, Inc.
        4 Malcolm Hoyt Drive
        Newburyport, Massachusetts 01950

Bankruptcy Case No.: 04-12564

Chapter 11 Petition Date: March 29, 2004

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtor's Counsel: Donald H. Adler, Esq.
                  Finneran & Nicholson, P.C.
                  44 Merrimac Street
                  Newburyport, MA 01950
                  Tel: 978-462-1514

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
A&A Machinery                                             $2,063

Aerodyne Ulbrich              Goods                       $8,139

Agentry                       Services                    $7,541

AISI                          Goods                       $5,089

Blue Cross Blue Shield        Insurance                  $10,407

CitiCorp Vendor Finance       Equipment Deficiency       $80,218

CNC Techniques                Services                      $188

GMAC                          Vehicle Lease               $2,100

Haas Factory Outlet           Services                    $3,722

Hanover Insurance             Insurance                   $2,786

High Speed Technologies       Services                    $3,549

Hooven-Bodycote               Services                    $2,965

Lehigh Armstrong              Goods                       $1,420

Newcourt Financial            Equipment Deficiency      $136,606

Penn, Alan                    Comm. for Services         $37,672

Portland Press Herald         Services                    $1,485

Prime Surface Technology      Services                      $852

Tufts                         Insurance                   $6,980

Waste Management              Services                      $453

Yarde Metals                  Goods                       $5,763


TELETECH: Broadband Service Provider Extends Service Agreement
--------------------------------------------------------------
TeleTech Holdings, Inc. (Nasdaq: TTEC), a leading global provider
of customer solutions, announced its renewal of a multiyear
agreement with a U.S.-based broadband service provider that offers
a complete selection of DSL and dedicated Internet access services
for residential consumers and businesses.

Under terms of the agreement, TeleTech will continue to provide
comprehensive business solutions for the client's dial-up and DSL
customers. TeleTech has consistently demonstrated its breadth of
capabilities and strong understanding of the client's business
objectives over the course of their four-year partnership. This
synergy helps TeleTech identify the client's specific goals and
implement the right solution to grow the client's business. By
deploying advanced technology and industry-specific solutions,
TeleTech is able to expand customer options and convenience while
lowering overall interaction costs.

"Through our collaborative efforts with the client we have built
an exceptional brand by creating the optimum customer experience,"
said William S. Beans, Jr., TeleTech's president, communications
and media. "Looking ahead, we will build upon that excellence to
expand the client's customer base."

                      ABOUT TELETECH

TeleTech is a global leader of integrated customer solutions
designed to help clients acquire, grow, and retain profitable
relationships with their customers. TeleTech has built a worldwide
capability supported by more than 33,000 professionals in North
America, Latin America, Asia-Pacific and Europe. For additional
information, visit http://www.teletech.com/

                          *   *   *

                LIQUIDITY AND CAPITAL RESOURCES

Historically, capital expenditures have been, and future capital
expenditures are anticipated to be, primarily for the development
of customer interaction centers, technology deployment and systems
integrations. The level of capital expenditures incurred in 2003
will be dependent upon new client contracts obtained by the
Company and the corresponding need for additional capacity. In
addition, if the Company's future growth is generated through
facilities management contracts, the anticipated level of capital
expenditures could be reduced. The Company currently expects total
capital expenditures in 2003 to be approximately $40.0 million to
$50.0 million, excluding the purchase of its corporate
headquarters building. The Company expects its capital
expenditures will be used primarily to open several new non-U.S.
customer interaction centers, maintenance capital for existing
centers and internal technology projects. Such expenditures are
expected to be financed with internally generated funds, existing
cash balances and borrowings under the Revolver.

The Company's Revolver is with a syndicate of five banks. Under
the terms of the Revolver, the Company may borrow up to $85.0
million with the ability to increase the borrowing limit by an
additional $50.0 million (subject to bank approval) within three
years from the closing date of the Revolver (October 2002). The
Revolver matures on December 28, 2006 at which time a balloon
payment for the principal amount is due, however, there is no
penalty for early prepayment. The Revolver bears interest at a
variable rate based on LIBOR. The interest rate will also vary
based on the Company leverage ratios (as defined in the
agreement). At June 30, 2003 the interest rate was 2.5% per annum.
The Revolver is unsecured but is guaranteed by all of the
Company's domestic subsidiaries. At June 30, 2003, $39.0 million
was drawn under the Revolver. A significant restrictive covenant
under the Revolver requires the Company to maintain a minimum
fixed charge coverage ratio as defined in the agreement.

The Company also has $75 million of Senior Notes which bear
interest at rates ranging from 7.0% to 7.4% per annum. Interest on
the Senior Notes is payable semi-annually and principal payments
commence in October 2004 with final maturity in October 2011. A
significant restrictive covenant under the Senior Notes requires
the Company to maintain a minimum fixed charge coverage ratio.
Additionally, in the event the Senior Notes were to be repaid in
full prior to maturity, the Company would have to remit a "make
whole" payment to the holders of the Senior Notes. As of June 30,
2003, the make whole payment is approximately $11.9 million.

During the second quarter of 2003, the Company was not in
compliance with the minimum fixed charge coverage ratio and
minimum consolidated net worth covenants under the Revolver and
the fixed charge coverage ratio and consolidated adjusted net
worth covenants under the Senior Notes. The Company has worked
with the lenders to successfully amend both agreements bringing
the Company back into compliance. While the Revolver and Senior
Notes had subsidiary guarantees, they were not secured by the
Company's assets. In connection with obtaining the amendments, the
Company has agreed to securitize the Revolver and Senior Notes
with a majority of the Company's domestic assets. As part of the
securitization process, the two lending groups need to execute an
intercreditor agreement. If an intercreditor agreement is not in
place by September 30, 2003, the lenders could declare the
Revolver and Senior Notes in default. The lenders and the Company
believe they will be able to execute the intercreditor agreement
by September 30, 2003. However, no assurance can be given that the
parties will be successful in these efforts. Additionally, the
interest rates that the Company pays under the Revolver and Senior
Notes will increase as well under the amended agreements. The
Company believes that annual interest expense will increase by
approximately $2.0 million a year from current levels under the
Revolver and Senior Notes as amended. The Company believes that
based on the amended agreements it will be able to maintain
compliance with the financial covenants. However, there is no
assurance that the Company will maintain compliance with financial
covenants in the future and, in the event of a default, no
assurance that the Company will be successful in obtaining waivers
or future amendments.

From time to time, the Company engages in discussions regarding
restructurings, dispositions, mergers, acquisitions and other
similar transactions. Any such transaction could include, among
other things, the transfer, sale or acquisition of significant
assets, businesses or interests, including joint ventures, or the
incurrence, assumption or refinancing of indebtedness, and could
be material to the financial condition and results of operations
of the Company. There is no assurance that any such discussions
will result in the consummation of any such transaction. Any
transaction that results in the Company entering into a sales
leaseback transaction on its corporate headquarters building would
result in the Company recognizing a loss on the sale of the
property (as management believes that the current fair market
value is less than book value) and would result in the settlement
of the related interest rate swap agreement (which would require a
cash payment and charge to operations of $4.7 million).


TITANIUM: Commences Convertible Pref. Securities Exchange Offer
---------------------------------------------------------------
Titanium Metals Corporation (TIMET)(NYSE: TIE) announced that its
Board of Directors has approved an exchange offer pursuant to
which the Company would exchange 4,024,820 shares of a newly
created 6.75% Series A Convertible Preferred Stock to be issued by
the Company for all of the outstanding 4,024,820 6.625%
Convertible Preferred Securities, Beneficial Unsecured Convertible
Securities, liquidation preference $50 per security, including the
associated guarantee (the "BUCS") issued by TIMET Capital Trust I.
The exchange of BUCS for shares of Series A Preferred Stock will,
among other things, improve the Company's consolidated balance
sheet by reducing outstanding indebtedness and increasing
stockholders' equity.

Subject to the preferential rights of the holders of any class or
series of our capital stock ranking senior to the Series A
Preferred Stock as to dividends, the holders of shares of the
Series A Preferred Stock will be entitled to receive, when, as,
and if declared by our Board of Directors out of funds of TIMET
legally available for the payment of dividends, cumulative cash
dividends at the rate of 6.75% of the liquidation preference per
annum per share (equivalent to $3.375 per annum per share).

Each share of Series A Preferred Stock will be convertible, in
whole or in part, at any time, at the option of the holder
thereof, into 0.2 share of TIMET common stock, subject to
adjustment in certain events. Assuming the consummation of the
proposed five-for-one stock split previously announced on March
24, 2004, each share of Series A Preferred Stock will be
convertible, in whole or in part, at any time, at the option of
the holder thereof, into one share of TIMET common stock, subject
to adjustment in certain events.

The exchange offer will be subject to the satisfaction or waiver
of several conditions, including approval by our stockholders of
the exchange offer and of an amendment to our certificate of
incorporation to increase the number of shares that we are
authorized to issue. The exchange offer is also conditioned on the
effectiveness of a registration statement and prospectus on Form
S-4 to be filed with the United States Securities and Exchange
Commission (the "SEC") and the consent of the lender under our
current U.S. bank credit facility to, or the amendment of such
instrument to permit, the issuance of the Series A Preferred
Stock.

The Company filed with the SEC a preliminary proxy statement
including, among other proposals for which common stockholder
approval is being solicited, a proposal regarding the exchange
offer and issuance of Series A Preferred Stock. These matters will
be voted upon at the Company's 2004 Annual Meeting of
Stockholders, currently scheduled for May 21, 2004. Further
details regarding the exchange offer proposal can be found in the
preliminary proxy statement.

TIMET and its directors and executive officers and other members
of its management and employees, may be deemed to be participants
in the solicitation of proxies from the stockholders of TIMET in
connection with the approval of the exchange offer. Information
about the directors and executive officers of TIMET and their
ownership of TIMET stock is set forth in the proxy statement filed
with SEC.

TIMET, headquartered in Denver, Colorado, is a leading worldwide
producer of titanium metal products. Information on TIMET is
available on the internet at http://www.timet.com/.

                           *    *    *
     
As previously reported, Standard & Poor's Ratings Services
lowered its preferred stock rating on Titanium Metals Corp. to 'D'
from 'C' after the company deferred dividend payments on its
preferred securities.  Standard & Poor's affirmed its 'B-'
corporate credit rating on the company and revised its outlook on
to stable from negative.

Meanwhile, Moody's rates the 6-5/8% Convertible Preferred
Securities issued by Timet Capital Trust I at Caa2.


UNDERWRITER INSURANCE: Fitch Withdraws B Financial Strength Rating
------------------------------------------------------------------
Fitch Ratings, the international rating agency downgraded The
Underwriter Insurance Company's Insurer Financial Strength rating
to 'B' from 'BB+' and simultaneously withdrawn the rating. Fitch
will no longer provide ratings or analytical coverage of this
company.

The downgrade reflects further significant reserve deterioration
of GBP11.7m in 2003, contributing to a continued erosion of the
capital base. This deterioration follows substantial reserve
increases of GBP6.4 million and GBP16m being required during 2001
and 2002 respectively. The Underwriter's rating reflects the
uncertainties that persist on reserving adequacy and risks to the
capital base if assets prove not to be fully recoverable. The
existing capital base is considered to be weak relative to the
risks that have still to run-off. As a result of the reserve
strengthening and costs associated with ceasing to write new
insurance contracts in July of 2003, the capital base has weakened
to GBP14.9m at end-2003 from GBP35.1m in the final audited 2002
accounts. Fitch is concerned that this level of capital represents
a relatively small buffer given the uncertainty over reserves and
the risk associated with the recoverability of certain
(particularly reinsurance) assets.

Fitch notes that The Underwriter has included a provision in the
2003 accounts against all projected future costs of the run-off
net of all anticipated investment income. As a result of this net
provision of GBP1.2m, the capital base of The Underwriter would
not be expected to deteriorate further if the company's reserving,
operating expense and investment income assumptions prove correct.
However, the agency believes that further reserve deterioration
remains a possibility given the expected duration of the run-off.
The run-off administration period is expected to last until 2012
with upwards of 50% of the run-off expected to be complete by the
end of 2006.

The liquidity of investments remains good with the majority of
investments held in cash deposits and the remainder in listed debt
securities. The agency also notes that the 2003 results have been
aided by exchange gains (GBP3.4m) in respect of mainly the Euro
and Aus dollar although foreign exchange holdings have now been
matched to ensure that exchange risks are hedged. However, Fitch
believes that the uncertainty over reserves and the full
recoverability of assets, particularly given the low capital base,
leave the company in a weak position.

Insurers rated in the 'B' category are viewed as weak with a poor
capacity to meet policyholder and contract obligations. Risk
factors are very high, and the impact of any adverse business and
economic factors is expected to be very significant.


UNIFAB: Losses & Strained Liquidity Prompt Going Concern Doubt
--------------------------------------------------------------
UNIFAB International, Inc. (NASDAQ: UFAB) reports, as required by
Nasdaq Marketplace Rule 4350(b), that the Company's independent
auditor issued its audit report on the Company's financial
statements for the year ended December 31, 2003.

The report includes a "going concern qualification," which is an
explanatory paragraph relating to the Company's ability to
continue as a going concern, and states that the Company's
recurring losses from operations, negative working capital
position, and difficulties in meeting its financial obligations
and funding its operations raise substantial doubt about the
Company's ability to continue as a going concern. The
qualification is due, in part, to the Company's dependence upon
Midland Fabricators and Process Systems, LLC, its majority
shareholder, for its working capital requirements. Under an
informal arrangement with the Company, Midland has agreed to
provide financial support and funding for working capital or other
needs at Midland's discretion, from time to time. During the year
ended December 31, 2003, Midland advanced $5.9 million to the
Company for working capital, which is classified as a current
liability at December 31, 2003. If Midland does not make available
such additional funding to the Company when needed in the future,
the Company could be unable to satisfy its working capital
requirements and meet its obligations in the ordinary course of
business.

The Company further reported revenue for the year ended December
31, 2003 of $55.8 million compared to $33.3 million for the year
ended December 31, 2002, an increase of 68%. Revenue increased for
the Company's platform fabrication segment and drilling rig
fabrication segment in the current year, compared to last year.
This overall increase was partially offset by decreased revenue in
the process systems segment. Cost of revenue was $60.6 million and
exceeded revenue by $4.8 million for the year ended December 31,
2003. Cost of revenue was $39.3 million and exceeded revenue by
$6.0 million for the year ended December 31, 2002. Cost of revenue
in the year ended December 31, 2003 includes cost in excess of
revenue of $2.2 million on a contract to fabricate buoyancy cans
and $1.4 million related to a contract to fabricate drilling rig
components. Additionally, underutilization at the Company's
process systems manufacturing facility and costs related to start
up operations at the Company's drilling rig fabrication facility
increased costs per manhour, which could not be recovered at the
current pricing levels. Net loss for the year ended December 31,
2003 was $11.8 million ($1.44 per share) compared to $20.5 million
($5.59 per share) in the year ended December 31, 2003. Backlog was
approximately $7.6 million and $22.5 million at December 31, 2003
and 2002, respectively.

UNIFAB International, Inc. is a custom fabricator of topside
facilities, equipment modules and other structures used in the
development and production of oil and gas reserves. In addition,
the Company designs and manufactures specialized process systems,
refurbishes and retrofits existing jackets and decks, and provides
design, repair, refurbishment and conversion services for oil and
gas drilling rigs.


UNITED AIRLINES: Opts to Work With New Regional Carriers
--------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) announced that it has
decided to work with a new group of regional air carriers to fly
ongoing United Express Service out of Washington Dulles and
Chicago O'Hare. In connection with this decision, United is ending
its relationship with Atlantic Coast Airlines (ACA), which had
been operating a portion of the company's United Express Service
out of Dulles and Chicago O'Hare. United and ACA have reached
agreement on a transition of aircraft that begins June 3 and will
be completed August 4.

Chautauqua Airlines, Republic Airlines and Shuttle America, which
are newly-announced partners in United Express, will operate
United Express service out of Dulles and O'Hare. Existing partners
Air Wisconsin, Trans States and Mesa will also serve O'Hare and
Dulles, with SkyWest serving O'Hare as well.

"United is committed to its full schedule of flights at Dulles --
a key hub for the company -- and to offering customers competitive
fares and superior service. United will provide high-quality
service to all of the markets currently served by United Express
using ACA now and in the future," said Doug Hacker, executive vice
president-Strategy.

In addition to extensive flight options, customers traveling on
any United Express flight earn Mileage Plus(R) miles and have
access in many locations to United's full suite of Easy products.
Already, passengers traveling to or from Dulles are able to enjoy
easier connections to United Express directly from the main United
terminal and beginning this summer, from our newly constructed
United Express facility with easy access to United, Ted and Star
Alliance flights.

"The new and existing partners who will serve Dulles and O'Hare
bring to United Express experience and excellent reputations for
service and performance," said Pete McDonald, executive vice
president-Operations. "We now have the opportunity to improve the
flight experience with United Express for our passengers."

"United employees and management are committed to Dulles, to being
the best at what we do and to continuing to serve the needs of our
customers in all United and United Express markets," McDonald
added. "We will work hard every day to offer our customers the
best possible travel experience."

The transition agreement is subject to approval by the U.S.
Bankruptcy Court and is expected to be heard during the regularly
scheduled April 16 hearing.

                     About United Airlines

United, United Express and Ted operate more than 3,400 flights a
day on a route network that spans the globe. News releases and
other information about United may be found at the company's Web
site at http://www.united.com/


VENUS EXPLORATION: PYR Energy to Acquire All Assets for $3,225,000
------------------------------------------------------------------
PYR Energy Corporation (Amex: PYR) has agreed to acquire
substantially all the assets of Venus Exploration, Inc., which is
currently under the supervision of the United States Bankruptcy
Court in the Eastern District of Texas.

The Court will soon issue the final Order of Sale and the
acquisition will close on or before May 3, 2004, with an effective
date of January 1, 2004. PYR and Venus have signed a definitive
Purchase and Sale Agreement, and the total purchase price is
$3,225,000, subject to final adjustments at closing. The purchase
provides for a net profits interest payable to the Venus
Exploration Trust. The net profits interest, which applies only to
the exploration and exploitation projects on the Venus acreage
being acquired, varies from 25% to 50% with respect to different
Venus exploration and exploitation project areas, and decreases by
one-half of its original amount after a total of $3,300,000 in
proceeds has been paid to the Trust.

Assets in the acquisition include producing oil and gas
properties, exploitation and exploration drilling projects, and
exploration acreage. Producing assets include both operated and
non-operated properties. Current net production from the acquired
properties is approximately 980 Mcfe per day, with estimated
'Total Proved' reserves of 4.667 Bcfe and estimated PV-10 of
$5,819,000 based on the Company's consulting engineering estimates
using flat pricing of $28/bbl and $4.50/mcf. Acquired reserves are
approximately 65% oil by volume. Given the final estimated
purchase price, total 'Proved' reserves were purchased at
$0.68/mcfe and the total 'Proved Developed' reserves were
purchased at $1.02/mcfe.

A total of seven leased natural gas exploration and exploitation
proposed projects are included in the asset acquisition. Of this
total, three projects are pre-sold to industry partners and are
scheduled to begin drilling operations within the next 45 days.
These projects include the Tortuga Grande Prospect in Smith
County, Texas, and the Nome and Madison Prospects in Jefferson
County, Texas. PYR will have no capital costs associated with the
initial testing of each of these three projects.

The Tortuga Grande prospect is a test of the potential in the
Cotton Valley Sand in a large structure in East Texas. The project
involves the re-entry of a well drilled in the mid-1980's that
encountered gas shows and non-commercial production from a thick
sand section in the Cotton Valley, but was never fracture
stimulated. A multi-stage fracture stimulation treatment is
planned to evaluate the productive potential of the feature. If
the fracture treatment proves successful, of which there is no
assurance, multiple additional development locations would be
available to the Company. PYR will have a 10% carried interest
through the tanks, with an additional 10% working interest after
well payout on the initial test well. In any additional locations
within the project Area of Mutual Interest, PYR will participate
with a cost bearing 20% working interest. PYR currently controls
approximately 5900 gross and net acres of leasehold in the
project.

Both the Nome and Madison prospects are located within the
expanded Yegua fairway along the Gulf Coast of Texas. The Nome
Field was discovered in 1994, and our interpretation of
subsequently acquired 3D seismic over the field indicates the
presence of numerous undeveloped fault blocks. Multiple structural
closures and associated bright spot locations have been identified
at Nome based on the 3D seismic, and PYR will be carried for an
8.33% working interest, after project payout, in the project. At
Madison, PYR owns a 0.5% overriding royalty interest that converts
to a 12.5% working interest in the project after payout of the
initial test well. This exploitation project in the northern
portion of the Constitution Field will test multiple intervals
within the expanded Yegua sand section, structurally high to
existing field production.

Scott Singdahlsen, PYR Energy Chief Executive Officer, stated: "We
are extremely pleased with the Venus asset purchase. We believe
that it gives us a solid production base while providing
additional upside reserve and cash flow potential in its
exploitation and exploration portfolio. San Antonio based Venus
has a long history in East Texas and the Gulf Coast. The Venus
technical team has been together for more than 20 years, and
provides us with a solid presence in the Gulf Coast and interior
Texas basins. Based on the significant exploitation and
exploration experience of the Venus team as well as their data
base of ongoing geologic ideas, I am confident in my belief that
the Venus acquisition will accomplish one of our main corporate
strategic goals of providing diversification to our overall
program risk profile, complementing our ongoing high impact
exploration program."

Denver based PYR Energy is an independent oil and gas company
primarily engaged in the exploration for and the development and
production of natural gas and crude oil. PYR's activities are
focused in select areas of the Rocky Mountain region as well as
continued involvement San Joaquin Basin of California. Additional
information about PYR Energy Corporation can be accessed via the
Company's web site at http://www.pyrenergy.com/  


VIRAGEN INC: Entering into $20 Million Financing Agreement
----------------------------------------------------------
Viragen, Inc. (Amex: VRA) has entered into purchase agreements for
the issuance and sale of $20 million in convertible promissory
notes and common stock purchase warrants. The notes, which will be
convertible at market price upon their issuance, were placed with
a group of new and returning institutional investors. The $20
million purchase price for the notes and warrants has been placed
in escrow pending satisfaction of all conditions precedent to
closing, including receipt of stockholder approval for the sale of
the notes and warrants, as well as for a reverse split of
Viragen's common stock. The proceeds will be used to progress the
research, development, and commercialization of Viragen's
portfolio of healthcare products and technologies, including an
allocation to fund clinical studies for the purpose of seeking FDA
approval for Multiferon(TM), its natural human alpha interferon
which is currently approved for sale in certain international
markets.

The Board of Directors has authorized the Company to call a
Special Meeting of Stockholders in order to solicit the required
stockholder approvals. The reverse stock split, which is expected
to be at the rate of 1:10, would affect all shares of common stock
outstanding, including those underlying stock options and
warrants, immediately prior to the effective time of the reverse
split. Viragen intends to disseminate a proxy statement for use in
connection with the Special Meeting of Stockholders following
receipt of regulatory clearance to do so. Closing of the sale of
notes and warrants, at which the notes and warrants will be issued
and the purchase price delivered to Viragen, is expected to take
place shortly after stockholder approval is obtained.

"This significant investment in Viragen would provide us with the
financial flexibility and strength necessary to support
organizational growth as we move forward with our mission to build
stockholder value," stated Viragen's Chairman, Mr. Carl N. Singer.
"With this opportunity to add stability to our balance sheet, we
are recommending a reverse stock split because we believe our
stockholders would benefit from an improved capital structure that
should appeal to institutional fund managers, research analysts
and the professional investment community in general. With longer-
term secured funding, a capital restructuring and the advent of
expected commercial and scientific milestone achievements, we
believe that the Company will be better positioned to create
stockholder value." After placement agent fees and expenses, the
Company expects to receive approximately $19 million in net
proceeds.

Viragen's President and CEO, Mr. Charles A. Rice, added, "It is
our immediate priority to enhance and broaden our international
marketing activities in order to increase sales of Multiferon as
we develop a strategy that targets its introduction into the
United States. This funding would allow us to move forward with
these initiatives, as well as support our important research
projects."

The purchase agreements provide that Viragen pay interest on the
escrowed purchase price at the rate of 10% per annum until the
date the stockholders approve the sale of the notes and the
reverse stock split, at which time, the interest rate on the
escrowed funds will be reduced to 7% per annum. The notes will be
convertible into shares of Viragen common stock at market price,
subject to adjustment depending upon the market price of Viragen
common stock following the reverse split. Warrant coverage will be
provided at 120% of the conversion price of the notes. The
complete terms of the financing will be detailed in a Current
Report on Form 8-K to be filed with the SEC.

"With the proceeds of this transaction added to our current cash
balance, we will have approximately $27 million in working capital
on hand," reported Viragen's Chief Financial Officer, Mr. Dennis
W. Healey. "It is gratifying that we were able to obtain
significant financing under such favorable terms including the
notes being convertible at market and the warrants having a strike
price above market. We believe that based on the positive
developments of the Company and our growth prospects, we have been
able to structure a transaction that is mutually beneficial to the
Company and our investors."

                     About Viragen, Inc.

Viragen is a biotechnology company specializing in the research,
development and commercialization of natural and recombinant
protein-based drugs designed to treat a broad range of viral and
malignant diseases. These protein-based drugs include natural
human alpha interferon, monoclonal antibodies, peptide drugs and
therapeutic vaccines. Viragen's strategy also includes the
development of Avian Transgenic Technology for the large-scale,
cost-effective manufacturing of its portfolio of protein-based
drugs, as well as offering Contract Manufacturing for the
biopharmaceutical industry.

                        *   *   *
    
In its Form 10-Q for the quarter ended December 31, 2003, Viragen
Inc states:

"We have experienced losses and a negative cash flow from
operations since inception. During the three and six months ended
December 31, 2003, we incurred losses of approximately $7,338,000
and $11,241,000, respectively. For the fiscal years ended June 30,
2003, 2002 and 2001 we incurred losses of approximately
$17,349,000, $11,089,000, and $11,008,000, respectively. At
December 31, 2003 we had an accumulated deficit of approximately
$113,533,000. Management anticipates additional future losses as
it commercializes its natural human alpha interferon product and
conducts additional research activities and clinical trials to
obtain additional regulatory approvals. Management believes we
have enough cash to support operations through December 31, 2004.
However, we will require substantial additional funding to support
our operations subsequent to December 31, 2004. Management's plans
include obtaining additional capital through equity and debt
financings. No assurance can be given that additional capital will
be available when required or upon terms acceptable to us.

"Our future capital requirements are dependent upon many factors,
including: revenue generated from the sale of our natural human
alpha interferon product, progress with future and ongoing
clinical trials; the costs associated with obtaining regulatory
approvals; the costs involved in patent applications; competing
technologies and market developments; and our ability to establish
collaborative arrangements and effective commercialization
activities. For all of fiscal 2004, we anticipate the need of
approximately $9.0 to $10.0 million for operating activities, $1.5
million for investing activities and $1.0 million to service our
financing obligations.

"Manufacturing of our natural human alpha interferon at our leased
facility in Umea, Sweden, has been suspended since March 31, 2003.
This planned break in routine manufacturing was necessary to allow
for certain steps of the production process to be segregated and
transferred to our owned facility, which is also located in Umea,
Sweden, which is in the process of being renovated. Renovation of
this facility commenced in 2003 and is in line with our plan to
expand our productive capacity of our natural human alpha
interferon. The estimated total cost of this initial phase is $1.2
million and it is scheduled to be completed during 2004. As of
December 31, 2003, we have invested approximately $775,000 on the
renovation of this facility and the project is proceeding
according to plan. We believe that our current inventory levels
are sufficient to meet our current sales forecasts during the
period in which routine production is planned to be suspended. We
plan to expand the use of our owned facility in phases based on
product demand and available financing. Maximum expansion, if
warranted, could cost up to an additional $10 million."


VIVENDI: Files Claim Against APPAC Counsel K. Canoy in Paris
------------------------------------------------------------
Vivendi Universal (Paris Bourse: EX FP; NYSE: V) (S&P, BB Long-
Term and B Short-Term Corporate Credit Ratings, Positive), has
filed a claim with the senior judge of the Paris trial court
(Tribunal de Grande Instance) against Mr. Karel Canoy, the
attorney representing individual shareholders' association APPAC,
following the offensive and potentially libelous statements
published in the Aujourd'hui/Le Parisien newspaper on April 5,
2004. The accusations made are entirely unfounded and highly
damaging to the company's integrity.


VULCAN ENERGY: S&P Places BB Credit & Debt Ratings on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on Vulcan Energy Corp. and its 'BB' rating on the
company's $175 million senior secured term loan due 2010 on
CreditWatch with negative implications. The loan proceeds are
expected to be used to partially fund Vulcan Energy's proposed
purchase of Plains Resources Inc.

The CreditWatch listing on Washington State-based Vulcan Energy's
term loan reflects its reliance entirely on quarterly
distributions from Plains All American Pipeline L.P. (PAA; BBB-
/Watch Neg/--) to support its debt service and administrative
expenses. On April 1, 2004, Standard & Poor's placed its ratings
on Plains All PAA on CreditWatch with negative implications.

The CreditWatch listing on PAA followed the company's announcement
that it is acquiring the North American crude oil and pipeline
operations of Link Energy LLC for total consideration of about
$330 million. Along with the acquisition, PAA intends to issue
$197 million of equity, $100 million of which is expected to be
issued through a private placement shortly after the close of the
Link transaction. Of concern to Standard & Poor's is PAA's
announcement that the SEC is conducting a review of its 10-K
filing dated March 1, 2004. Although the review is being conducted
as a routine review of a Fortune 500 company as per SEC policy, it
indefinitely delays PAA's plan to issue the remainder of its
common units to permanently fund the acquisition. As a result, PAA
will borrow under a new $200 million 364-day bank facility until
it is able to issue the units. Proceeds from the unit issuance
will be applied to reduce outstanding amounts under this facility.
In the interim, debt to EBITDA is expected to increase to 4x.

Standard & Poor's will resolve the CreditWatch listings soon after
the SEC concludes its review. If the SEC review is cursory and
concludes in 120 days, and PAA issues the remainder of its
announced equity immediately thereafter, Standard & Poor's would
likely affirm the ratings on PAA and Vulcan's term loan. If the
SEC review extends beyond 120 days, Standard & Poor's will meet
with PAA's management to assess the status and nature of the
review.


WARNACO GROUP: Cheryl N. Turpin Elected to Board of Directors
-------------------------------------------------------------
The Warnaco Group, Inc. (Nasdaq: WRNC) announced the election of
Cheryl N. Turpin to its Board of Directors, increasing the current
number of Directors to seven.

Ms. Turpin, 56, was formerly the President of Limited Stores, a
division of Limited Brands, Inc.  During her tenure with Limited
Brands, Inc. she also served as President & Chief Executive
Officer of Lane Bryant, Inc. Previously, with Zell/Chilmark Fund
L.P., Ms. Turpin held executive positions at Weinstock's as well
as the Broadway Department Stores.  Ms. Turpin holds a Bachelor of
Arts from the University of Michigan.

Charles Perrin, Non-Executive Chairman of the Board of Directors,
said, "The election of Cheryl further strengthens the range of
experience of Warnaco's Board.  We are pleased to welcome Cheryl
and look forward to her contributions."
    
Joe Gromek, Warnaco's President and Chief Executive Officer,
commented, "I am delighted to welcome Cheryl to Warnaco's Board.  
Her significant industry experience and leadership skills
complement the expertise of our current board members.  I look
forward to her counsel as we advance Warnaco's position as a
leader in the apparel industry."

                About The Warnaco Group, Inc.

The Warnaco Group, Inc., headquartered in New York, is a leading
apparel company engaged in the business of designing, marketing
and selling intimate apparel, menswear, jeanswear, swimwear, men's
and women's sportswear and accessories under such owned and
licensed brands as Warner's(R), Olga(R), Lejaby(R), Body Nancy
Ganz(TM), JLO by Jennifer Lopez(R) lingerie, Chaps(R), Calvin
Klein(R) men's and women's underwear, men's accessories, men's,
women's, junior women's and children's jeans and women's and
juniors swimwear, Speedo(R) men's, women's and children's
swimwear, sportswear and swimwear accessories, Anne Cole
Collection(R), Cole of California(R), Catalina(R) and Nautica(R)
swimwear.


WESTPOINT STEVENS: American Appraisal's Retention Expands
---------------------------------------------------------
WestPoint Stevens Inc. and its debtor-affiliates sought and
obtained the Court's authority to expand American Appraisal
Associates' scope of services as Asset Valuation Consultants.

Pursuant to Section 1129(a)(7) of the Bankruptcy Code, prior to
the confirmation of a reorganization plan, a debtor must prepare
a liquidation analysis of its personal property, real estate and
intangible assets.  Although the Debtors previously employed
Ernst & Young Corporate, LLC as their restructuring advisors in
their Chapter 11 cases, the Debtors are prevented from using
Ernst & Young Corporate to complete the liquidation analysis
because its parent, Ernst & Young LLP, is the Debtors' tax
auditor.

Accordingly, the Debtors contemplated that it was necessary to
expand American Appraisal's employment to include the Liquidation
Analysis and the development of a liquidation values report.
The liquidation values will be used by the Debtors' financial
advisors in connection with the confirmation of a plan.

American Appraisal estimates that the fees for the Liquidation
Analysis will be $140,000 plus expenses.  When added to their
current estimate of $487,000 for the Valuation Services, the
total estimated fees to be paid to American Appraisal in
connection with their employment will be $627,000 plus expenses.
(WestPoint Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WINN-DIXIE: Will Webcast Third Quarter Results on April 30
----------------------------------------------------------
In conjunction with Winn-Dixie's (NYSE: WIN) third quarter
earnings release, you are invited to listen to the company's
conference call that will be broadcast live over the Internet on
Friday, April 30 at 8:30 a.m. EDT with Winn-Dixie President and
CEO, Frank Lazaran, and Senior Vice President and CFO, Bennett
Nussbaum.

    What:      Winn-Dixie Third Quarter Earnings Conference Call

    When:      Friday, April 30 at 8:30 a.m. EDT

    Where:     http://www.firstcallevents.com/service/ajwz402267448gf12.html

    How:       Live over the Internet -- Simply log on to the web
               at the address above

    Contact:   Kathy Lussier of Winn-Dixie, +1-904-370-6025, x 3
               or kathylussier@winn-dixie.com

If you are unable to participate during the live Web cast, the
call will be archived on the Web site http://www.winn-dixie.com.
To access the replay, under About Winn-Dixie/Investor Information,
click on "Third Quarter Conference Call."

Winn-Dixie Stores, Inc. (NYSE: WIN) is one of the largest food
retailers in the nation and ranks 149 on the FORTUNE 500(R) list.
Founded in 1925, the company is headquartered in Jacksonville, FL,
and operates more than 1,070 stores in 12 states and the Bahamas.
Frank Lazaran serves as President and Chief Executive Officer. For
more information, visit http://www.winn-dixie.com/

As previously reported, Standard & Poor's lowered Winn-Dixie's
corporate debt rating from BB to B and placed the ratings on
Credit Watch with negative implications. Moody's also lowered
the Company's senior implied rating to Ba3 from Ba1 and placed
the ratings on negative outlook.


WORLDCOM: Court Okays GITSA Amendments & GNOA Letter Agreement
--------------------------------------------------------------
In 1999, the Worldcom Inc. Debtors and Electronic Data Systems
Corporation and EDS Information Systems, LLC contemplated a
relationship that would be governed by three agreements:

   -- an agreement whereby EDS would outsource telecommunications
      services to the Debtors;

   -- an agreement whereby the Debtors would outsource
      information technology services to EDS; and

   -- a joint marketing agreement.

                             The GNOA

On October 22, 1999, the Debtors and EDS executed a Global
Network Outsourcing Agreement, an 11-year outsourcing agreement.  
Pursuant to the GNOA, the Debtors agreed to supply to EDS various
telecommunication services and EDS outsourced its internal and
customer networking needs to them.  The GNOA required the
transition of all employees, equipment, and other assets
associated with EDS' telecommunications business.  The GNOA also
required EDS to purchase a minimum amount of telecommunications
services in each year of the agreement.  The GNOA, as amended by
the parties, remains in effect.

The GNOA established the rates that will be charged by the
Debtors to EDS for the telecommunications services.  It contains
both the initial rates that the Debtors charged EDS and a
procedure by which those prices may be adjusted at specified
times during the duration of the agreement.  The GNOA contains
benchmarking provisions that provide that EDS will obtain both a
"most favored nations" rate and a "commercially competitive"
rate.

                            The GITSA

On October 29, 1999, the Debtors and EDS executed a Global
Information Technology Services Agreement, an 11-year,
$5,000,000,000 agreement in which the Debtors agreed to outsource
information technology services to EDS, and EDS agreed to perform
those services at specified rates.  Under the GITSA, the Debtors
outsourced to EDS all mainframe operations and support, all
document services center support, some mid-range hardware and
software operational support, applications development for
selected systems, and all assets and personnel needed to perform
these functions.  The GITSA requires the Debtors to purchase a
minimum amount of services from EDS during each year of the
GITSA.  The Debtors are required to make a shortfall payment each
year they do not meet their Minimum obligation.

The GITSA established the rates that will be charged by EDS to
the Debtors for the information technology services.  It contains
both the initial rates that EDS charged the Debtors and a
procedure by which those prices may be adjusted at specified
times during the duration of the agreement.  The GITSA likewise
contains benchmarking provisions, which provide that the Debtors
will obtain both a "most favored nations" rate and a
"commercially competitive" rate.  The Debtors commenced under the
GITSA on February 1, 2000.  Between February 1, 2000 and
February 1, 2003, the Debtors spent $600,000,000 a year under the
GITSA.  As of March 12, 2004, the Debtors have paid EDS over
$2,000,000,000 pursuant to the GITSA.

EDS asserts that, as of July 21, 2002, the Debtors' unpaid GITSA
invoices totaled $113,668,965.  By Court-approved agreement in
December 2002, EDS agreed to reduce the amount of its claim for
the GITSA by $15,000,000.  On January 16, 2003, EDS filed a
$98,668,965 Claim for the GITSA.

The Debtors and EDS never executed the joint marketing agreement.

                 The 7th Amendment to the GITSA

On April 28, 2003, Eric B. Miller, Esq., at Piper Rudnick LLP, in
Baltimore, Maryland, relates that the parties executed a Seventh
Amendment to the GITSA, whereby the Debtors agreed to assume the
GITSA and pay EDS $98,627,276.  In exchange for the accelerated
payment of its prepetition claim under the GITSA, EDS made
several concessions.

In particular, EDS agreed to withdraw its Claim relating to the
GITSA and release the Debtors from all prepetition claims arising
out of the GITSA during any prepetition period.  EDS also agreed
to a substantial reduction in the pricing under the GITSA, which
saves the Debtors $83,000,000 a year.  The Seventh Amendment also
reduced the Debtors' Minimums obligations.  After the Seventh
Amendment, the only minimums that apply for the remainder of the
GITSA's term are IT Revenue Minimums.  These minimums will be
$600,000,000 a year for three years.  All IT Revenue Minimum
obligations under the GITSA were to be completed by January 31,
2006.

In the Seventh Amendment, the Debtors agreed to refrain from
issuing any service discontinuance notices under the GITSA for
the next two years, absent a material breach by EDS.  This
provision was designed to assure EDS that the Debtors would keep
its core business with EDS in the short term.

On June 4, 2003, the Court authorized the Debtors to assume the
GITSA, as amended by the Seventh Amendment.

                  The 8th Amendment to the GITSA

Under Contract Year 4 of the GITSA, covering the period from
February 1, 2003 to January 31, 2004, the Debtors failed to
generate $600,000,000 in IT Revenues as required.  Accordingly,
the Debtors owe EDS a $49,630,000 shortfall payment for Contract
Year 4.  To address this payment obligation to EDS, the Debtors
executed an eighth amendment to the GITSA on March 13, 2004.

The principal terms of the Eighth Amendment are:

   -- There will be no Annual Committed IT Revenue for Contract
      Year 4.  As a result, the Debtors are no longer obligated
      to make any shortfall payment to EDS for Contract Year 4;

   -- EDS will reduce the Annual Committed IT Revenue from
      $600,000,000 a year to:

      Contract Year       Contract Period     Reduced Amount
      -------------       ---------------     --------------
           5             02/1/04 - 01/31/05    $540,000,000
           6             02/1/05 - 01/31/06     545,000,000
           7             02/1/06 - 01/31/07     500,000,000
           8             02/1/07 - 01/31/08     495,000,000

   -- At the end of each of Contract Years 5, 6, 7, and 8, the
      Debtors will pay EDS 100% of the amount by which the Annual
      Committed IT Revenue for the Contract Year exceeds 100% of
      the actual cumulative IT Revenues the Debtors generated
      during the Contract Year.  In the event that the Debtors
      generate an amount of IT Revenues in excess of the Annual
      Committed IT Revenue in Contract Year 5, 6 and 7, the
      excess amount will be added to the calculation of IT
      Revenues for the following Contract Year for purposes of
      determining whether the Debtors have achieved the Annual
      Committed IT Revenues for the following Contract Year;

   -- EDS will pay the Debtors $20,800,000 as a prepayment for
      the amounts EDS may owe to the Debtors upon conclusion of
      the True-up Process described in the Sun Server Service
      Request, which was part of the Seventh Amendment; and

   -- For those Services being provided by EDS under the GITSA as
      of March 25, 2004, the Amendment Effective Date, including
      additional volumes of those same Services utilized by the
      Debtors after the Amendment Effective Date, the Debtors
      agree that it will not issue any Discontinuance Notice
      before June 7, 2006.

                    The GNOA Letter Agreement

In conjunction with the Eight Amendment, the Debtors and EDS
executed a letter agreement with respect to the GNOA.  The
principal terms of the GNOA Letter Agreement are:

   -- The Debtors will grant EDS three credits of $5,000,000
      each for the months of January, February and March, 2004;

   -- Beginning April 10, 2004 and the 10th day of each calendar
      month thereafter during Contract Year 5, the Debtors will
      grant EDS a $5,000,000 credit under the GNOA if the Pre-
      Credit Network Revenue generated by EDS for the Credit
      Determination Month is at least $33,000,000.  The "Credit
      Determination Month" is the month that is three months
      prior to a given month;

   -- In the event EDS is not entitled to receive the credits for
      April 2004 or any other calendar month during Contract
      Year 5, the Debtors will nonetheless grant to EDS a
      $5,000,000 credit under the GNOA, on or before the 10th day
      of the month, if the Average Monthly Pre-Credit Network
      Revenue is at least $33,000,000;

   -- In the event EDS does not receive the $5,000,000 credit for
      April 2004 or any other calendar month thereafter during
      Contract Year 5, the Debtors will nonetheless grant EDS a
      $5,000,000 credit under the GNOA for each Missed Month if,
      at any time following the Missed Month, the Average Monthly
      Pre-Credit Network Revenues generated by EDS are at least
      $33,000,000;

   -- If EDS generates cumulative Pre-Credit Network Revenues of
      $396,000,000 for Contract Year 5, the Debtors will grant
      EDS a one-time credit equal to $60,000,000, minus the
      amount of all credits previously granted by the Debtors to
      EDS;

   -- In the event that by the end of calendar year 2004, EDS has
      not received a total of $60,000,000 of credits, and only in  
      like event, then for January 2005, February 2005 and March
      2005, EDS will be eligible for $5,000,000 per month in
      credits; and

   -- Certain rates for specified services purchased by EDS to
      support its Existing Business, and certain rates for EDS to
      pursue New Business opportunities, are adjusted.  However,
      because these adjusted rates will not be applicable until
      April 1, 2004, the Debtors will apply a one-time credit to
      EDS in an amount equal to the product of (a) $1,250,000,
      and (b) the number of full months between January 1, 2004
      and May 1, 2004, not later than April 4, 2004.

At the Debtors' request, Judge Gonzalez approves the Eighth
Amendment to the GITSA and the GNOA Letter Agreement.

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


WORLDSPAN LP: Ratings on S&P's Watch Positive Citing Planned IPO
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and other ratings on Worldspan L.P. on CreditWatch
with positive implications, reflecting the S-1 filing by its
parent, Worldspan Technologies Inc., for an initial public
offering of up to $315 million of common stock. Proceeds will be
used primarily to repay debt.

"The planned issuance of common stock, conversion of preferred
stock into common stock, and subsequent debt reduction will aid
Worldspan's credit ratios and strengthen its financial
flexibility," said Standard & Poor's credit analyst Betsy Snyder.
"Pro forma for the IPO, the company's balance sheet debt will
decline by $113 million, its deferred compensation expense will
decline by $117 million, and its equity will be comprised of only
common stock," the analyst continued. Atlanta, Ga.-based
Worldspan, the leading on-line travel distributor, was acquired in
a leveraged buyout in July 2003. As a result, its credit ratios
have been relatively weak. In addition, its financial flexibility
has also been weaker than its major competitors, which are all
publicly held.

The corporate credit rating on Worldspan L.P. is based on its
leading market position in on-line travel distribution, the
fastest-growing segment of the travel distribution industry,
offset by a weak financial profile due to the company's July 1,
2003, leveraged acquisition. Worldspan is the leading GDS (global
distribution system) for on-line travel bookings. A GDS is a
computerized search and reservation system that is used by
suppliers of travel and travel-related products and services
(e.g., airlines, car rental companies, and hotels) to sell their
services, either directly by the suppliers or through travel
agencies. Fees are typically paid by the travel suppliers for
bookings made through GDS's. The fees are based on the number of
transactions or flight segments booked, rather than as a
percentage of revenues booked, so that when suppliers' prices
(e.g., air fares) decline, GDS revenues do not fall off
commensurately, and bookings may actually increase if the price
declines stimulate a higher level of bookings. GDS's are the
primary distributor of airline travel. This is a highly
concentrated industry, with only three major participants other
than Worldspan. The company has a 30% market share in the U.S.,
where it is the second-largest participant, and a 17% share
globally. However, in the past few years, the Internet has become
the fastest-growing channel for travel distribution. In this
channel, Worldspan is, by far, the largest participant, having
processed over 65% of on-line airline transactions made in the
U.S. in 2003.

At Dec. 31, 2003, Worldspan's equity base of $417 million was
comprised primarily of $320 million in payment-in-kind preferred
stock, and its intangibles and goodwill totaled $750 million. With
proceeds from the IPO to be used to repay debt, prepay deferred
compensation to Delta, and redeem a portion of preferred stock,
the company's credit ratios are expected to show improvement. The
effect of the IPO on Worldspan's credit profile could lead to an
upgrade.


W.R. GRACE: Expanding Deloitte's Services to Lease Consulting
-------------------------------------------------------------
The W.R. Grace & Co. Debtors seek the Court's permission to expand
the scope of services to be provided by Deloitte & Touche LLP to
include lease consulting services, nunc pro tunc to October 1,
2003.

Deloitte provides lease-consulting services to the Debtors on an
ordinary-course basis.  As a result of Deloitte's efforts, the
Debtors received a $384,200 payment from a subtenant, and expect
to receive additional payments in the future.  Based on this
recovery of a Lease Underpayment and under the terms of the
Engagement Letter, Deloitte earned a $134,470 contingency fee,
which has not been paid.  The Debtors have not paid Deloitte the
contingency fee because they do not believe that they have the
authority to do so under the terms of the Retention Order.

                  The Lease Consulting Services

As lease consultant, Deloitte will:

       (a) review certain of the Debtors' leases and subleases
           to identify potential amounts owed by the Debtors
           to certain of their landlords and leasehold Tenants;

       (b) prepare and deliver to the Debtors reports on the
           Lease Underpayments; and

       (c) recover the Lease Underpayments for the Debtors.

                           Compensation

Deloitte completed the review of the leases and subleases and
produced the Lease Underpayment reports.  For these services,
Deloitte was paid $9,500 in fixed fee compensation under the
terms of the Engagement Letter.

The Engagement Letter provides that the Debtors will pay
Deloitte:

       (1) $500 per lease or sublease for the review of the
           leases and subleases and production of the reports;
           plus

       (2) 35% of all savings achieved by the Debtors as a
           result of Deloitte's Lease Consulting Services.

The Debtors have paid the fixed fee to Deloitte but the
contingency amounts remains unpaid.

                        Disinterestedness

Larry D. Ishol, a member of Deloitte in McLean, Virginia, assures
the Court that Deloitte remains a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.  The firm
does not represent any interest adverse to the Debtors, their
estates and creditors. (W.R. Grace Bankruptcy News, Issue No. 58;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
April 15, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Founders Awards and Spring Luncheon
         JW Marriott, Washington D.C.
            Contact: 1-703-449-1316 or www.iwirc.com

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
         Annual Spring Meeting
            J.W. Marriott, Washington, D.C.
               Contact: 1-703-739-0800 or http://www.abiworld.org  

April 18-20, 2004
   INTERNATIONAL BAR ASSOCIATION
         Insolvency is Changing Globally - How and Why?
            Seville, Spain
               Contact: www.ibanet.org    

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
Drafting,
         Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org  

May 13-14, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The First Annual Conference on Distressed Investing -
         Europe:
            Maximizing Profits in the European Distressed Debt
               Market
                  Le Meridien Piccadilly Hotel - London, UK
                     Contact: 1-800-726-2524; 903-592-5168;
                        dhenderson@renaissanceamerican.com

May 20-22, 2004
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Astor Crowne Plaza, New Orleans
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 10-12, 2004
   ALI-ABA
      Chapter 11 Business Reorganizations
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 14-15, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Advanced Education Workshop
          Toronto Univesity, Toronto Canada
             Contact: 312-578-6900 or www.turnaround.org

June 24-25, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Seventh Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com  

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, TN
            Contact: 1-703-449-1316 or www.iwirc.com

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
          Marriott Marquis, New York City
             Contact: 312-578-6900 or www.turnaround.org

November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
               Contact: 1-800-726-2524; 903-592-5168;                      
                  dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
          JW Marriott Desert Ridge, Phoenix, AZ
             Contact: 312-578-6900 or www.turnaround.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
Drafting,          Securities and Bankruptcy
            Omni Hotel, San Francisco
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org  

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
          Chicago Hilton & Towers, Chicago
             Contact: 312-578-6900 or www.turnaround.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                           *********

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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