TCR_Public/040416.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 16, 2004, Vol. 8, No. 75

                           Headlines

ACE ELECTRICAL: Gets Nod to Hire Gronek & Latham as Attorneys
ADELPHIA COMMS: Employs Genetelli Consulting as Tax Consultants
AIR CANADA: Non-Union Representatives Replace Two Members
ALLEGIANCE TELECOM: XO Communications Begins Operation of Assets
AMAZON.COM: S&P Removes Raised Ratings from CreditWatch

AMERICAN GREETINGS: Commences Tender Offer for 11.75% Senior Notes
AMSCAN HLDGS: S&P Cuts Corporate Debt Rating to B+ & Removes Watch
ANN TAYLOR: S&P Affirms BB- Rating & Revises Outlook to Positive
AURORA: Skadden Arps Collecting $638K Legal Fee Payment for Jan 04
BIOGAN INTERNATIONAL: Case Summary & Largest Unsecured Creditors

BUDGET GROUP: Exclusive Solicitation Period Extended to May 10
CARROLS: Financial Restatement Delays 2003 Annual Report Filing
CHAMPIONSHIP AUTO: Cart Inc.'s Bankruptcy Causes 10-K Filing Delay
CN HEALTHCARE: Case Summary & 19 Largest Unsecured Creditors
COMPASS AEROSPACE: Peggy Brooker Named Vice President -- Finance

CROWN CASTLE: Increases 2004 Outlook Over Stronger Leasing Demand
DAN RIVER: Has Until May 15 to File Schedules & Statements
DELFIL INC: Voluntary Chapter 11 Case Summary
DII INDUSTRIES: Thirty-Five Insurers Object to Plan Confirmation
DUO DAIRY: Employs Allen & Vellone as its Special Counsel

EMMIS: Commences Senior Note Tender Offer & Consent Solicitation
ENERGY & ENGINE: Auditors Remove Going Concern Qualification
ENRON CORP: Court Authorizes LNG-Pipeline Sale Proceeds Allocation
FEDERAL-MOGUL: Denies Liability for AIG Law's $1.3 Million Claim
ETPI 2000 TRUST: Case Summary & 20 Largest Unsecured Creditors

FIBERMARK: U.S. Trustee Appoints Official Creditors' Committee
FLEMING COMPANIES: Seeks Authority to Arbitrate 3 Retailer Claims
GEXA ENERGY: Form 10-KSB Filing Delay Triggers Loan Default
GLOBAL LOGISTIX: Case Summary & 20 Largest Unsecured Creditors
GREENBRIAR CORPORATION: Going Concern Ability is in Doubt

HAYES LEMMERZ: Resolves $226,834 Claim Dispute with Comalco
HEALTHSOUTH CORP: Extends Consent Solicitations Through April 28
I2 TECHNOLOGIES: Releasing First Quarter Results on April 22
IVACO INC: Steelworkers Join Talks Tomorrow to Protect Pensions
KWIK-N-NEAT INC: Case Summary & 20 Largest Unsecured Creditors

LIBERATE TECHNOLOGIES: Mulls Chapter 11 Filing to Resolve Debts
IT GROUP: United Rentals Presses for $372,175 Admin. Claim Payment
MANUFACTURED HOUSING: S&P's Sub. B-1 Class Rating Falls to D
MERCY HOSPITAL: S&P Lowers Bond Rating to BB- with Stable Outlook
MIRANT: Creditors' Panel Wants to Examine The Southern Company

MJ RESEARCH: Wants to Continue Hiring Ordinary Course Profs.
M-WAVE INC: Addresses Auditor's Going Concern Qualification
NANOGEN INC: Plans to Buy SynX Pharma for $12.2 Million
NATIONAL CENTURY: Proposes Modifications to 4th Amended Plan
NEUROLOGIX INC: Liquidation Plan Raises Going Concern Doubt

NORTHEAST GENERATION: S&P Lowers Senior Secured Bond Rating to BB+
NOVA CHEMICALS: Board of Directors Declares Quarterly Dividends
ORIENTAL AUTOMOTIVE: Demetrius & Co Replaces ATA Group as Auditors
ORION TELECOMMUNICATIONS: Has Until June 1 to File Schedules
ORION TELECOMMUNICATIONS: Hires Togut Segal as Attorneys

PACIFIC GAS: Judge Issues Proposed Decision on General Rate Case
PALMS AT WATERS: Case Summary & 7 Largest Unsecured Creditors
PARMALAT GROUP: U.S. Debtors Propose Employee Retention Plan
PILLOWTEX CORP: Wants Lease Decision Time Extended through July 29
PIMCO COMMERCIAL: Liquidation Plan Fails to Secure Enough Votes

REDBACK NETWORKS: Reorganized Debtor Reports First Quarter Results
ROTECH HEALTHCARE: Files Delayed Annual Report with SEC
RUSH FINANCIAL: Expects to Reach Profitability by Year-End
SALOMON BROTHERS: Fitch Junks Series 1996-C1 Class F Rating
SOLA INTERNATIONAL: Assigns Executive Management Responsibilities

SOLECTRON CORP: Sells Stream International to ECE Holdings' Parent
SOLUTIA INC: Court Allows JP Morgan to Obtain & Examine Documents
UNIFI INC: S&P Places Low-B Ratings on CreditWatch Negative
UNITED AIRLINES: Fee Review Committee Issues Report
UNIVERSAL ACCESS: PwC Doubts Ability to Continue as Going Concern

UTEX INDUSTRIES: Case Summary & 15 Largest Unsecured Creditors
W.R. GRACE: State Street Bank Sells All Stock Held by ERISA Plan
WATERLINK: Shareholders to Get Nothing out of Liquidation Proceeds
WEAVER INTEREST: Case Summary & 20 Largest Unsecured Creditors
WEIRTON STEEL: Inks Stipulation Resolving Retiree Benefits Dispute

WILLIAMS COS.: S&P Assigns B+ Rating to $400 Million Certificates
WINDERMERE SCHOOL: US Trustee Fixes Creditors Meeting for May 3
WORLDCOM INC: Agrees to Satisfy Xerox's Claim for $325,000
XM SATELLITE: S&P Rates Proposed $125M Floating Rate Notes at CCC+

* Grand Jury Indicts Former Washington Redskin for Bankr. Fraud
* Bid4Assets to Auction Tax-Defaulted Properties for Nev. Counties

* BOOK REVIEW: Lost Prophets -- An Insider's History
                                of the Modern Economists

                           *********

ACE ELECTRICAL: Gets Nod to Hire Gronek & Latham as Attorneys
-------------------------------------------------------------
Ace Electrical Acquisition, LLC sought and obtained approval from
the U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, to employ Gronek & Latham, LLP as its bankruptcy
counsel.

The Debtor selected Gronek & Latham because partners and
associates of the firm are:

   a) admitted to practice in the Middle District of Florida;
      and
   
   b) are experienced in rendering the types of legal services
      that will be required in this case.

In the continuation of the Debtor's estate and in the
administration of its case, Gronek & Latham will:

   i) advise as to Debtor's rights and duties in this case;

  ii) prepare pleadings related to this case, including a
      disclosure statement and a plan of reorganization; and

iii) take any and all other necessary action incident to the
      proper preservation and administration of this estate.

R. Scott Shuket, Esq., assures the Court that his firm has no
interest adverse to the Debtor or the estate in matters upon which
it is to be engaged.

Prior to the commencement of this case, the Debtor paid an advance
fee of $68,900 for Postpetition services and expenses in
connection with this case.  The Debtor paid Gronek & Latham
$11,100 for services rendered prior to commencement of this case
to filing the petition for reorganization under Chapter 11 of the
Bankruptcy Code and preparation of initial pleadings to be filed
in this case, and prepetition expenses.  However, current hourly
rates of the firm are not disclosed.

Headquartered in Apopka, Florida, Ace Electrical Acquisition LLC
is engaged in manufacturing and buying-out products for the
automotive parts rebuilding industry and also sells complete
alternators and starters, and sources products from the United
States as well as China, Canada and Taiwan.  The Company filed for
chapter 11 protection on March 23, 2004 (Bankr. M.D. Fla. Case No.
04-03224).  R. Scott Shuker, Esq., at Kay, Gronek & Latham, LLP
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.


ADELPHIA COMMS: Employs Genetelli Consulting as Tax Consultants
---------------------------------------------------------------
The Adelphia Communications Debtors seek the Court's authority to
employ The Genetelli Consulting Group to assist them with, among
other things, state and local taxation issues.

By notice dated November 11, 2003, the ACOM Debtors retained
Genetelli as state and local tax consultants pursuant to the
Court's June 27, 2002 Order authorizing them to employ ordinary
course professionals.  Genetelli's fees have now exceeded the cap
for an ordinary course professional.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that Genetelli is a consulting firm specializing
in, among other things, analysis of state and local tax issues.  
Genetelli has extensive expertise in tax consulting services,
serving a diverse cross-section of industries and markets,
including numerous Fortune 500 companies.  All members of the
firm's team of qualified tax professionals possess accounting
experience from the nation's top four accounting firms.  The
firm's founder and senior member, Richard Genetelli, was formerly
a partner at Coopers & Lybrand, now PricewaterhouseCoopers,
serving as the national leader of the firm's state and local tax
practice.

According to Ms. Chapman, the ACOM Debtors seek to retain
Genetelli as state and local tax consultants because, among other
things, it has been providing them with tax consulting services,
pursuant to the OCP Orders, and understands their businesses and
the related state and local taxation issues.  In addition, the
firm's tax professionals possess wide experience in state and
local tax issues and are well qualified to serve the ACOM Debtors
in this area.

Genetelli will provide tax advisory services to the ACOM Debtors
in these Chapter 11 cases, including, but not limited to:

   (1) state tax planning; and

   (2) tax consulting services in connection with the ACOM
       Debtors' bankruptcy reorganization.

In consideration for its services, Genetelli will be compensated
on an hourly basis, plus reimbursement of actual and necessary
expenses incurred.  The hourly rates of Genetelli's professionals
range between $200 and $450.  

According to its books and records, in the 90 days prior to the
Petition Date, Genetelli received no payments from the ACOM
Debtors and has no outstanding claims against them from that
period.  Since the Petition Date, to date, Genetelli received
$48,125 in compensation for services rendered and expenses
incurred in the ACOM Debtors' Chapter 11 cases and is owed around
$222,430 in fees and expenses.

Mr. Genetelli, the firm's President, assures the Court that
Genetelli has not represented and has no relationship with:

   (1) the ACOM Debtors;

   (2) their creditors or equity security holders;

   (3) any other parties-in-interest in this case;

   (4) their attorneys and accountants; and

   (5) the United States Trustee or any person employed in the
       Office of the United States Trustee, in any matter
       relating to these cases.

Mr. Genetelli further discloses that his firm:

   (1) does not hold or represent an interest adverse to the
       estate; and

   (2) is a "disinterested person" within the meaning of
       Section 101(14) of the Bankruptcy Code. (Adelphia
       Bankruptcy News, Issue No. 56; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


AIR CANADA: Non-Union Representatives Replace Two Members
---------------------------------------------------------
On June 18, 2003, Mr. Justice Farley in the Ontario Superior Court
of Justice appointed five persons as representatives of active Air
Canada employees who are not members of a trade union or
association:

     Employee                Position
     --------                --------
     David Robinson          Senior Manager at Air Canada's
                             St. Laurent, Quebec office

     Renee Smith - Valade    Manager

     Brian MacDonald         Manager

     Gail Morlock            Administrative and Technical
                             Support

     Marc Rosenberg          Vice President, Sales and
                             Products Division

Recently, Ms. Smith - Valade was promoted to a confidential
management position.  Mr. MacDonald retired.  As a result, Ms.
Smith - Valade and Mr. MacDonald are unable to continue to serve
as representatives of non-union employees.

Thus, the Non-Union Representatives ask Mr. Justice Farley to
appoint Sara Crockett and Graeme Elliott to replace Ms. Smith -
Valade and Mr. MacDonald.  

Ms. Crockett works as director of Customer Solutions Strategy and
has 10 years of service with Air Canada and Canadian Airlines
International Limited.  Mr. Elliott manages the Strategic
Purchasing - Commercial Division and has 27 years of service with
Air Canada.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLEGIANCE TELECOM: XO Communications Begins Operation of Assets
----------------------------------------------------------------
Moving one step closer to creating the nation's premier national
local telecommunications services provider, XO Communications,
Inc. (OTCBB:XOCM.OB) announced that it has entered into an
operating agreement that will allow the company to operate the
assets of Allegiance Telecom, Inc. (OTCBB:ALGXQ.OB) that XO is
acquiring until final closing of the acquisition. XO also
announced its new senior management team, including the creation
of the new position of chief operating officer.

"We are moving very quickly to integrate the assets of Allegiance
Telecom with XO, bringing together the best from both companies in
terms of people, network facilities, technology and business
processes," said Carl Grivner, chief executive officer of XO
Communications. "With our new senior management team, we can move
even faster to put into place what is one of the nation's largest
facilities-based providers of national local telecommunications
services to businesses."

The senior management team members reporting directly to Carl
Grivner are:

-- Lee Weiner, Senior Vice President and General Counsel

-- Bill Garrahan, Acting Chief Financial Officer and Senior Vice
   President of Business Development

-- Terri Burke, Vice President of Human Resources

-- Doug Sobieski, Vice President of Broadband Wireless Services

-- Wayne Rehberger, Chief Operating Officer. Reporting to Mr.
   Rehberger are:

        --  Rob Geller, Chief Information Officer
        --  Tom Cady, Chief Marketing Officer
        --  Matt Harty, President of Commercial Sales
        --  Ernie Ortega, President of Carrier Sales
        --  Rob Westervelt, President of Indirect Sales
        --  Mark Faris, Senior Vice President of Network
            Operations

"As one of the nation's largest facilities-based local services
competitors to the regional Bell operating companies, it is
critical that we drive maximum efficiency from our operations
while ensuring that our products are competitive and our
organization is customer-solutions oriented," said Grivner.
"Toward that end, we have created a new role of chief operating
officer and named Wayne Rehberger to fill the position."

"As XO's chief financial officer for the past three years, Wayne
has been involved in all aspects of our operations and has played
an instrumental role in improving XO's operational and financial
performance," added Grivner. "In this new position, he will play
an even larger role in XO's transformation, and will be a driving
force behind XO's laser like focus on bringing businesses more
choices for their local, national and end-to-end
telecommunications needs."

Matt Harty, previously regional vice president for the northeast
region at Allegiance Telecom, will assume the role of president of
Commercial Sales for the combined Allegiance-XO sales force. "By
combining the best of the two companies' sales forces, XO has a
tremendous opportunity to gain a greater share of the market for
business customers," said Wayne Rehberger, Chief Operating Officer
at XO Communications. "Matt Harty, who has done a superb job
leading Allegiance's sales force in one the most competitive
regions of the country, will join with Ernie Ortega and Rob
Westervelt to lead XO's sales efforts as we move to compete even
more aggressively with the regional Bell operating companies."

Tom Cady, who was previously president and CEO of SOTAS, will join
the company as chief marketing officer. XO has also named Doug
Sobieski, previously XO's vice president for the Pacific region,
to lead the company's national roll out of its Fixed Broadband
Wireless services, following successful trials completed in
southern California earlier this year.

For additional background on the new senior management team, go
to http://www.xo.com/about/executives

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 dedicated dial
up access services business operated under an agreement with Level
3 Communications, its shared hosting business, and certain other
Allegiance assets and operations.

XO expects to complete its acquisition of Allegiance and obtain
final state regulatory approvals during the second quarter of
2004.

                  About Allegiance Telecom

Allegiance Telecom is a facilities-based national local exchange
carrier headquartered in Dallas, Texas. Allegiance Telecom is
currently pursuing financial restructuring plans under Chapter 11
of the U.S. Bankruptcy Code, as previously announced on May 14,
2003. As a leader in competitive local service for medium and
small businesses, Allegiance offers "One source for business
telecomT" - a complete package of telecommunications services,
including local, long distance, international calling, high-speed
data transmission and Internet services and a full suite of
customer premise communications equipment and service offerings.
Allegiance serves 36 major metropolitan areas in the U.S. with its
single source provider approach.

                  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.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the United
States. XO currently offers facilities-based broadband
telecommunications services within and between more than 70
markets throughout the United States.


AMAZON.COM: S&P Removes Raised Ratings from CreditWatch
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Internet
retailer Amazon.com and removed them from CreditWatch, where they
were placed with positive implications on Feb. 10, 2004. The
corporate credit rating was raised to 'B+' from 'B'. The outlook
is positive.

"The upgrade reflects the significant progress that Amazon has
made in improving operating results and credit-protection
measures, and the expectation that this trend will continue,"
explained Standard & Poor's credit analyst Diane Shand. "The
ratings reflect the risks of rapid growth, weak levels of
profitability, and high leverage. These risks are tempered by the
company's solid market position in online retailing and its
increasing operating efficiency." Seattle, Washington-based
Amazon.com is an online seller of millions of new and used items
in categories such as sporting goods, apparel and accessories,
books, music, DVDs, electronics, office goods, kids and baby
products, and home and garden supplies.

Amazon has been successful at creating a strong brand, which is
critical to the long-term success of any retailer selling goods
through the Internet. The company's focus on convenience, service,
selection, and content has enabled it to increase revenues at a
35% compound annual rate over the past four years. Amazon
currently generates more than $5.2 billion of sales. The company
has also done a good job leveraging sales against fixed costs. The
operating margin increased to 9.4% in 2003, from 8.1% in 2002 and
only 3.9% in 2001. Standard & Poor's expects this strong growth to
continue, as consumers have responded favorably to Amazon's
everyday low pricing strategy. The company is also expected to
further enhance its product offerings and merchandising strategy.

Still, the mature and intensely competitive retail environment
could challenge Amazon. Although eBay.com is Amazon's only major
online competitor, it competes against all retail channels. The
difficult retail environment over the past few years has
heightened competition, and the pricing strategies of financially
stronger retailers could pressure the revenues and margins of
relatively weaker retailers, such as Amazon. In addition, Amazon's
cost structure is still high, as the company invested heavily in
technology and distribution centers ahead of demand. Return on
assets is only 8.0%.


AMERICAN GREETINGS: Commences Tender Offer for 11.75% Senior Notes
------------------------------------------------------------------
American Greetings Corporation announced that it has commenced a
cash tender offer for all of its $196.4 million outstanding 11.75
percent Senior Subordinated Notes due July 15, 2008 and a consent
solicitation to amend the related note indenture. The consent
solicitation will seek consents from holders of the notes to
eliminate certain restrictive covenants and events of default from
the note indenture. The Corporation is undertaking this initiative
in an effort to reduce its future interest expense and to increase
its financial flexibility.

The tender offer and consent solicitation are subject to the terms
and conditions set forth in the Corporation's Offer to Purchase
and Consent Solicitation Statement dated April 14, 2004 and will
expire at 9 a.m., Eastern time, on May 12, 2004, unless extended.

The purchase price per $1,000 principal amount of notes to be paid
for each validly tendered note will be (1) the redemption price of
the notes plus scheduled interest to July 15, 2005 (the first
optional redemption date with respect to the notes) discounted
based on a yield to July 15, 2005 that is equal to the sum of (i)
the yield on the 1.5 percent U.S. Treasury note due July 31, 2005,
and (ii) a fixed spread of 50 basis points, less (2) an amount
equal to the consent payment. In addition, accrued and unpaid
interest will be paid on the tendered notes up to but not
including the payment date. The purchase price for each note will
be set at 2 p.m. Eastern time on May 7, 2004, unless the
expiration date is extended.

A consent payment of $20 per $1,000 of principal amount of notes
will be paid on the date the notes are purchased to holders who
tender their notes and provide their consents to the proposed
indenture amendments at or prior to 5 p.m. Eastern time on
April 27, 2004. Notes tendered and consents delivered at or prior
to 5 p.m. on April 27, 2004 may not be withdrawn or revoked after
that time. Holders of notes tendered after such date will not
receive a consent payment.

The offer is subject to several conditions, including the
execution of an amendment to the credit agreement for the
Corporation's revolving credit facility, the tender of, and the
receipt of consents from holders of, at least a majority in
aggregate principal amount of the notes, the execution of a
supplemental indenture amending the note indenture, and other
customary conditions. The Corporation anticipates receiving the
credit facility amendment by the expiration date of the tender
offer. The Corporation may amend, extend or terminate the tender
offer and consent solicitation at its sole discretion.

               About American Greetings Corporation

American Greetings Corporation (NYSE: AM) is one of the world's
largest manufacturers of social expression products. Along with
greeting cards, its product lines include gift wrap, party goods,
reading glasses, candles, stationery, calendars, educational
products, ornaments and electronic greetings. Located in
Cleveland, Ohio, American Greetings generates annual net sales of
approximately $2 billion. For more information on the Corporation,
visit http://corporate.americangreetings.com/


AMSCAN HLDGS: S&P Cuts Corporate Debt Rating to B+ & Removes Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on party goods manufacturer Amscan Holdings Inc. to 'B+'
from 'BB-'. The downgrade reflects the increased consolidated debt
burden the company will take on after its proposed acquisition by
AAH Holdings Corp., a new entity jointly controlled by affiliates
of Berkshire Partners LLC and Weston Presidio.

All the ratings on Amscan have been removed from CreditWatch,
where they were placed March 29, 2004.

The transaction will add about $96 million of incremental debt to
the company's credit profile and substantially increase debt
leverage and weaken credit measures.

Standard & Poor's has also assigned its 'B+' bank loan rating and
its '3' recovery rating to Amscan Holdings Inc.'s proposed $250
million senior secured credit facilities due 2012. The 'B+' bank
loan rating is the same as Amscan's corporate credit rating; this,
along with the '3' recovery rating, indicates that lenders can
expect meaningful recovery of principal (50%-80%) in the event of
a default. In addition, Standard & Poor's assigned its 'B-' senior
subordinated debt rating to Amscan's proposed $175 million senior
subordinated notes due 2014. These ratings are based on
preliminary offering statements and are subject to review upon
final documentation.

The outlook is stable.

Proceeds from the new credit facilities and notes offering will be
used to finance the proposed acquisition by AAH Holdings Corp. and
to repay about $277 million of outstanding debt currently residing
at Amscan. The ratings on Amscan's existing bank loan and senior
subordinated notes will be withdrawn upon the closing of the
proposed acquisition and related financing transactions.

"The ratings on Amscan reflect its highly leveraged financial
profile, narrow business focus, and participation in the highly
competitive, fragmented party goods industry," said Standard &
Poor's credit analyst David Kang. "Somewhat mitigating these
factors are the company's diverse product line and the solid
growth prospects in its industry."

Elmsford, New York-based Amscan designs, manufactures, and
distributes party goods and metallic balloons. The decorative
party goods industry is highly competitive and very fragmented,
and is made up of many small independent companies and some large
manufacturers. However, Amscan's product line is one of the
broadest in the industry, and this has allowed the company to
become a single-source supplier to key retailers. Amscan is the
leading supplier to the party superstore channel, which accounts
for more than 30% of all decorative party goods sales in the U.S.
This segment has grown steadily during the past several years and
is expected to continue exhibiting strong growth due to favorable
demographic trends.

Still, the company's working capital requirements are seasonal,
typically peaking in the third quarter, and its financial
flexibility continues to be constrained by its heavy debt burden,
incurred largely as a result of its acquisition activity in the
past several years and the proposed transaction.


ANN TAYLOR: S&P Affirms BB- Rating & Revises Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on New
York, N.Y.-based specialty women's apparel retailer Ann Taylor
Inc. to positive from stable. The 'BB-' corporate credit rating
was affirmed.

"The outlook revision reflects an improving financial profile
following Ann Taylor's solid operating performance in 2003, and
Standard & Poor's expectations that this level of operating
performance could be sustained," said Standard & Poor's credit
analyst Ana Lai. "The ratings continue to reflect the company's
high business risk given its participation in the highly
competitive and volatile specialty apparel industry, inconsistent
operating performance, and the rapid growth strategy at the Ann
Taylor Loft business. These factors are somewhat mitigated by the
company's more focused merchandising strategy, improved inventory
management, and adequate credit-protection measures."

Ann Taylor is a specialty retailer of better-quality women's
apparel, focused on full wardrobing. The company's solid operating
performance in 2003 was driven by the success of its Ann Taylor
Loft (ATL) concept and Ann Taylor Stores' (ATS) renewed focus on
its core competencies. As a result, same-store sales increased 6%
in 2003 (3.6% at ATS and 10.3% at ATL), and operating margins
expanded to 23.8% from 23.3% in 2002 due to positive sales
leverage and higher gross margins from increased full-price
selling.

The company has successfully rolled out its Ann Taylor Loft
concept over the past few years. The operating trends at this
growth unit have been solid, with relatively consistent
comparable-store sales gains and strong margin contribution due to
its successful merchandising strategy. Nevertheless, the company
is subject to significant fashion risk, and past
merchandise missteps at ATS have contributed to an inconsistent
operating performance. The success of the Ann Taylor Loft concept
has helped offset weakness at Ann Taylor Stores. Still, the
company continues to expand the Ann Taylor Loft concept at a rapid
pace, adding 61 new stores in 2003.


AURORA: Skadden Arps Collecting $638K Legal Fee Payment for Jan 04
------------------------------------------------------------------
Skadden, Arps, Slate, Meagher & Flom, LLP, legal counsel in Aurora
Foods, Inc.'s chapter 11 case, asks the Court to approve its
compensation application for the period beginning January 1, 2004
through January 31, 2004.  The firm incurred $797,001 in legal
fees, but only seeks payment of $637,601, which is 80% of Skadden
Arp's total fees.  The firm also seeks reimbursement of $34,982 in
actual and necessary expenses.  

J. Gregory Milmoe, a partner at Skadden Arps, summarizes the time
expended by each professional, totaling 2,074.40 hours:

     Professional            Title            Hours Worked
     ------------            -----            ------------
   Eric M. Davis            Partner              132.5
   Sally McDonald Henry     Partner              199.9
   J. Gregory Milmoe        Partner               12.9
   Patricia Moran           Partner               85.4
   Peter J. Neckles         Partner                4.6
   Stephanie R. Feld        Counsel               17.4
   Thomas J. Matz           Counsel              123.9
   David E. Schwartz        Counsel                4.7
   David E. Barrett         Associate            227.5
   C. Michael Chitwood      Associate             94.2
   Patrick M. Creaven       Associate              7.9
   Dolores De Elizalde      Associate            194.2
   Jamie L. Edmonson        Associate             84.9
   Jarett Epstein           Associate             63.7
   Elizabeth A. Fanous      Associate             57.1
   Sion Kim                 Associate              2.9
   Vivienne C. LaBorde      Associate              4.7
   Jason M. Liberi          Associate            148.8
   Douglas W. Squasoni      Associate             28.2
   Robert A. Weber          Associate            133.9
   Gregory S. Weisman       Associate            141.6
   Louis D. Wilson          Associate              7.3
   Malikah Ashby            Paraprofessional     121.1
   Aitor Baraibar           Paraprofessional       5.2
   Douglas Culhane          Paraprofessional       5.0
   John M. Guthrie          Paraprofessional       4.0
   Constance A. Kaplan      Paraprofessional       8.7
   Michael L. Kreiner       Paraprofessional      42.6
   Rebecca J. Levy          Paraprofessional      13.4
   Larkin Moore             Paraprofessional       7.1
   Stephanie Skelly         Paraprofessional      11.5
   Venda A. Skinner         Paraprofessional       5.9
   Ronald E. Wittman, Jr.   Paraprofessional      53.1
                                               -------
                                               2,074.4

Mr. Milmoe provides the number of hours devoted to specific
projects in the Debtors' cases:

   Project Category                                  Hours Spent
   ----------------                                  -----------
   General Corporate Advice                                205.7
   Business Operations/Strategic Planning                    1.4
   Case Administration                                     220.2
   Claims Administration (General)                          13.6
   Claims Administration (Reclamation/Trust Funds)           1.0
   Creditor Meetings/Statutory Committees                   24.0
   Disclosure Statement/Voting Issues                      392.1
   Employee Matters (General)                               18.2
   Executory Contracts (Personalty)                         26.4
   Financing (DIP and Emergence)                            41.2
   Intellectual Property                                    10.7
   Leases (Real Property)                                   10.8
   Litigation (General)                                      0.8
   Non-working Travel Time                                  16.3
   Regulatory and SEC Matters                               52.9
   Reorganization Plan/Plan Sponsors                       879.2
   Retention/Fee Matters (SASM&F)                          118.4
   Retention/Fee Matters/Objections (Others)                 9.1
   Tax Matters                                               1.0
   U.S Trustee Matters                                       9.2
   Utilities                                                12.3
   Vendor Matters                                            9.9

The $34,982 actual and necessary charges and disbursements are:

   Expense                              Cost
   -------                              ----
   Computer Legal Research             $5,903
   Long Distance Telephone                771
   In-House Reproduction                8,395
   Outside Reproduction                13,618
   Outside Research                       613
   Out-of-town Travel                   3,245
   Courier & Express Carriers           2,247
   Postage                                166
   Other                                   24

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.  
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Judge Walrath confirmed the
Debtors' pre-packaged plan on Feb. 20, 2004.  Sally McDonald
Henry, Esq., and J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP provide Aurora with legal counsel, and David Y.
Ying at Miller Buckfire Lewis Ying & Co., LLP provides financial
advisory services. (Aurora Foods Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


BIOGAN INTERNATIONAL: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Biogan International, Inc.
        55 York Street, 8th Floor
        Toronto, Ontario, Canada M5J 1R7

Bankruptcy Case No.: 04-11156

Type of Business: The Debtor explores, selects, smelts and sells
                  mineral products and by-products. The Debtor
                  has a Cooperative Joint Venture agreement with
                  Hechi Industrial Co, Ltd. The activities under
                  the Joint Venture agreement include smelting
                  and mining of non-ferrous metals in the
                  Guangxi Province of China.

Chapter 11 Petition Date: April 15, 2004

Court: District of Delaware

Judge: Peter J. Walsh

Debtor's Counsel: Michael R. Nestor, Esq.
                  Young Conaway Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899
                  Tel: 302-571-6600
                  Fax: 302-571-1253

Total Assets: $9,038,612

Total Debts:  $8,280,792

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Hodgon Russ                   Trade Debt                $264,528
One M&T Plaza, Ste 2000
Buffalo, NY 14203-2391

Ron J. Tolman                 Unpaid Wages and          $234,706
                              Promissory Note and
                              Interest

Rutan & Tucker LLP            Trade Debt                $173,376

Macleod Dixon LLP             Trade Debt                $119,253

Rulon Tolman                  Loans                      $89,714

King & Wood PRC Lawyers       Trade Debt                 $68,700

KPMG Huazhen                  Trade Debt                 $60,825

Davies Ward Philips &         Trade Debt                 $50,399
Vineberg

Micon International Limited   Trade Debt                 $33,463

Wandworth & Smith, PC         Trade Debt                 $27,000

J. Tolman Accounting          Trade Debt                 $24,700

Benson To                     Trade Debt                 $23,279

George Brenner                Trade Debt                 $23,629

Rob Doyle                     Unpaid Expenses            $19,557

John R. Hansen                Trade Debt                  $4,943

BCE Emergis Inc.              Trade Debt                  $4,200

Robert C. Montgomery          Wages                       $3,914

William Glazier               Trade Debt                  $2,652

AFH Enterprises               Trade Debt                  $1,500

Public Ease, Inc.             Trade Debt                  $1,500


BUDGET GROUP: Exclusive Solicitation Period Extended to May 10
--------------------------------------------------------------
As previously reported, Judge Case entered an order extending the
Budget Group Inc.'s exclusive period to solicit acceptances for
their Plan to April 7, 2004.

                Debtors Seek One More Extension

On the heels of that order, the Debtors made another request for
a further extension of their Exclusive Solicitation Period to
May 10, 2004.

Robert S. Brady, Esq., at Young, Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, recounts that the Debtors, the Official
Committee of Unsecured Creditors and the U.K. Administrator
worked together to develop a consensual plan of liquidation.  
Pursuant to the Scheduling Order, April 20, 2004 has been
established as the date to consider confirmation of the Second
Amended Plan.  Votes have been solicited for the Debtors'
proposed plan and are currently being tabulated.  Additionally,
April 20, 2004 has been established as the date of the hearing to
consider the settlement agreement between the Debtors, the
Committee, Cendant Corporation and Cherokee Acquisition
Corporation.  In light of the Scheduling Order and the fact that
the Committee and all other parties have agreed to this hearing
date, the Debtors ask the Court to extend the Exclusive
Solicitation Period through the date of the Rescheduled
Confirmation Hearing at a minimum.

Mr. Brady assures the Court that the extension will not prejudice
the legitimate interests of any creditors.  The Debtors, the
Committee and the U.K. Administrator continue to work
cooperatively through the myriad issues remaining in these cases.  
Additionally, the Debtors continue to make timely payments of all
their postpetition obligations.

The Court will convene a hearing on May 10, 2004 to consider the
Debtors' request.  By application of Rule 9006-2 of the Local  
Rules of Bankruptcy Practice and Procedures of the United States  
Bankruptcy Court for the District of Delaware, the Debtors'
Exclusive Solicitation Period is automatically extended through
the conclusion of that hearing.

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
(Budget Group Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


CARROLS: Financial Restatement Delays 2003 Annual Report Filing
---------------------------------------------------------------
Carrols Corporation announced that, as a result of a review of its
accounting treatment with respect to sale/leaseback transactions
of its restaurant properties entered into during the period from
1991 through 2000, it will restate its financial statements for
these periods including fiscal years 2001, 2002 and the first nine
months of 2003. Carrols will record such sale/leaseback
transactions as financing transactions rather than as
sale/leaseback transactions as previously reported in its
consolidated financial statements during such periods.

Accounting for sale/leaseback transactions as financing
transactions requires that the assets subject to such transactions
be added back to Carrols' balance sheets as if they had not been
sold and that the proceeds from these sales, including gains
previously deferred over the lease term, be classified as
financing obligations. In addition, the operating lease payments
under these leases will be recharacterized as payments of interest
and principal during prior and future periods.

The estimated effect of the restatement on Carrols' financial
statements for the year ended December 31, 2003 will be an
increase in earnings before interest, taxes, depreciation and
amortization (EBITDA) of approximately $9 million to $83.7 million
from $74.7 million that was previously reported and a decrease in
net income of approximately $1.6 million to $2.3 million from $3.9
million that was previously reported. In addition, as of December
31, 2003 Carrols will record an asset of approximately $64.3
million, classified as assets under financing obligations, and a
liability of approximately $84.7 million, classified as financing
obligations and a cumulative decrease to its accumulated earnings
of approximately $9.6 million due to these restatements. All such
financial information and adjustments are estimates and subject to
change, pending the completion of Carrols' financial statements
for 2003 as well as the prior restated periods, and the completion
of the audit of those statements by the Company's auditors,
PricewaterhouseCoopers LLP.

Carrols will reflect the restated periods in its Annual Report on
Form 10- K for the year ended December 31, 2003. The filing of
such Annual Report on Form 10-K will be delayed pending the
finalization of Carrols' financial statements for 2003 as well as
the prior restated periods. In addition, as a result of the
recharacterization for accounting purposes of the sale/leaseback
transactions as financing transactions rather than as
sale/leaseback transactions, Carrols will be in technical default
of certain of its financial and other covenants under its senior
secured credit facility. Carrols has initiated discussions with
its senior secured lenders and is confident that it will be able
to favorably resolve this issue.

Alan Vituli, Chairman and CEO of Carrols, stated, "Carrols
believed it was in compliance with generally accepted accounting
principles in accounting for its sale/leaseback transactions in
its audited consolidated financial statements. Certain provisions
in some of the Company's sale/leaseback transactions have resulted
in Carrols need to restate its financial statements. Those
provisions have minimal commercial impact upon the relevant terms
of the lease. Had Carrols been aware of the potential impact of
these provisions upon Carrols' financial statements, we believe
that both Carrols and the respective lessors would have agreed to
exclude those provisions from each lease without affecting any of
the material terms of such leases."

Mr. Vituli added, "We wish to emphasize that the restatement has
no impact upon our business including our liquidity and free cash
flow. In addition, the restatement does not alter the accounting
treatment of our sale/leaseback transactions entered into during
2002 and 2003, which totaled $61.4 million. During the year ended
December 31, 2003, Carrols reduced the principal amount
outstanding under its senior credit facility by $63.2 million and
made principal payments during the first quarter of 2004 of $12.4
million, including a voluntary principal prepayment of $9.0
million on the term debt under the facility. The balance
outstanding under the senior credit facility as of March 31, 2004
was approximately $111.1 million. Compared with the prior year,
same store sales during the first quarter at our Pollo Tropical
and Taco Cabana restaurants remain strong. Same store sales at our
Burger King restaurants have stabilized and it appears that from
February and March results the Burger King brand is in the early
stage of a turnaround."

Carrols Corporation is one of the largest restaurant companies in
the U.S. operating 534 restaurants in 16 states as of December 31,
2003. Carrols is the largest franchisee of Burger King restaurants
with 351 Burger Kings located in 13 Northeastern, Midwestern and
Southeastern states. It also operates two regional Hispanic
restaurant chains that operate or franchise more than 200
restaurants. Carrols owns and operates 123 Taco Cabana restaurants
in Texas and Oklahoma, and franchises nine Taco Cabana
restaurants. Carrols also owns and operates 60 Pollo Tropical
restaurants in South and Central Florida, and franchises 24 Pollo
Tropical restaurants in Puerto Rico (19 units), Ecuador and South
Florida.


CHAMPIONSHIP AUTO: Cart Inc.'s Bankruptcy Causes 10-K Filing Delay
------------------------------------------------------------------
Championship Auto Racing Teams, Inc. (OTC Bulletin Board: CPNT)
announced that it will be unable to file its 2003 Annual Report on
Form 10-K with the U.S. Securities and Exchange Commission (SEC)
by the extension deadline of April 14, 2004. On March 30, 2004,
the Company filed a Form 12b-25 with the SEC, which grants an
automatic fifteen-day extension to the Form 10-K filing deadline
in order to complete the audit of its financial statements for the
year ended December 31, 2003. In the Form 12b-25, the Company
stated that it was unable to complete its financial statements by
March 30, 2004 due primarily to the fact that its operating
subsidiary CART, Inc. filed for bankruptcy under the U.S.
Bankruptcy Code in December 2003. The sale of substantially all
the assets of CART, Inc., and certain other assets, was completed
on February 13, 2004. The Company and its accountants have been
working diligently to finalize the financial statements and the
10-K as quickly as possible. However, at this time, the Company is
unable to predict when it will be in a position to file its Form
10-K.

            About Championship Auto Racing Teams, Inc.

Championship Auto Racing Teams, Inc. previously owned and operated
the ChampCar World Series. The Company has sold all of its
operating assets and is in the process of winding up its affairs.

                        *    *    *

On November 11, 2003, in response to a request by the management
of Championship Auto Racing Teams Inc., that Deloitte & Touche
LLP, the Company's independent auditor, reissue its report on the
Company's financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, and in
connection with the filing by the Company of a proxy statement on
November 13, 2003 relating to the pending transaction with Open
Wheel Racing Series LLC, Deloitte & Touche informed management
that its report on the Company's financial statements as of
December 31, 2002 and 2001, and for each of the three years in the
period ended December 31, 2002 would include an explanatory
paragraph indicating that developments during the nine-month
period ended September 30, 2003 raise substantial doubt about the
Company's ability to continue as a going concern.


CN HEALTHCARE: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CN Healthcare Services Inc.
        13250 South Gessner
        Missouri City, Texas 77489

Bankruptcy Case No.: 04-34623

Type of Business: The Debtor operates Healthcare Facilities.

Chapter 11 Petition Date: March 31, 2004

Court: Southern District of Texas (Houston)

Judge: William R. Greendyke

Debtor's Counsel: Jeffrey Lawrence Wilner, Esq.
                  Wilner and Taylor
                  1415 Louisiana, Suite 4175
                  Houston, TX 77002
                  Tel: 713-650-3000

Total Assets: $584,563

Total Debts:  $1,327,774

Debtor's 19 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ugwuanyi Family Limited       5 Year Lease Office       $471,700
Partnership                   Property
16349 April Ridge
Houston, TX 77083

Old Vine-Clear Lake Assoc.    goods/services             $19,000
LLC

XO Communication              goods/services             $12,791

Jonathan, Edith               Unsecured Loan              $9,360

BCB Property                  2 Year Lease Office         $8,625
                              Property

Houston Employment Weekly     goods/services              $6,626

Odoh, Charles                 Unsecured Loan              $6,000

Quest Communication                                       $6,000

Tri-Star Telecommunications                               $2,430
Inc.

Houston Chronicle             goods/services              $2,318

Houston Community Newspapers  goods/services              $2,127

Kellmarc Home Health          goods/services              $1,940
Therapies

Nurseweek Publishing          goods/services              $1,695

Cutrona, Anthony              For attorney services       $1,500

Birch Telecom, Inc. Comm'l    goods/services                $948

Unified Business Supply, Inc  goods/services                $578

Corporate Express             goods/services                $419

Freedom Medical Inc.          goods/services                $400

Seyah, Ltd., d/b/a Hometeam   goods/services                $214
Protection     


COMPASS AEROSPACE: Peggy Brooker Named Vice President -- Finance
----------------------------------------------------------------
Compass Aerospace, a provider of precision-machined parts, sheet
metal parts, and integrated kits and assemblies, announces the
appointment of Peggy J. Brooker as vice president of finance.
Headquartered in Southern California, Compass Aerospace is a $70
million company with facilities strategically located across the
U.S. that serve both the commercial and defense markets.

Ms. Brooker comes to Compass Aerospace with more than 20 years of
expertise in the financial services industry. Ms. Brooker's most
recent experience was serving as a principal of Ernst & Young,
Australia, for the $150 million audit and advisory services
division specializing in the financial services sector of the
marketplace. Ms. Brooker instituted "best practices" knowledge
management for the firm's internal information sharing systems.
Among her other achievements, she led a 30-person team in
administering the largest insolvency project in U.S. history,
which resulted in successfully reviving the receivership.

Ms. Brooker earned her Bachelor of Science degree in
Business/Accounting from the University of Southern California and
is a licensed Certified Public Accountant by the State of
California.

Compass Aerospace Executive Vice President David Chetwood states,
"Peggy's ability to develop innovative business strategies and her
strong financial expertise will be an asset as Compass continues
to grow as one of the leaders in the aerospace integration arena."

Compass Aerospace, headquartered in Southern California, is a
diversified, multi-location manufacturer of structural components
and assemblies supporting a wide range of aircraft OEMs worldwide.
Compass provides an array of advanced machining, fabrication, and
supply chain and logistics management services for commercial,
military and general aviation markets. These include current
models as well as advanced, next-generation aircraft, known for
their lightweight and overall efficiency.

                        *   *   *

As reported in the Troubled Company Reporter's March 4, 2004
edition, Compass Aerospace Corporation just completed an out-of-
court restructuring of its capital and debt structure.

In the restructuring, the company's senior lenders, who already
owned approximately 10% of the equity of Compass, agreed to the
receipt of additional equity interests in the company in exchange
for a reduction in the company's outstanding senior indebtedness.
Existing stockholders received nominal consideration for their
equity in the restructuring. As a result of the restructuring, the
company's senior lenders now own all of the equity interests in
Compass Aerospace and the company reduced its outstanding
principal amount of senior indebtedness from approximately $45
million to $15 million.

Compass President and Chief Executive Officer John R. Reimers
stated, "I am pleased to be able to announce this restructuring.
We have been able to reduce the debt of the company by over sixty
percent (60%) which we believe will enable Compass to continue its
quest to be a world-class leader in aerospace integration."


CROWN CASTLE: Increases 2004 Outlook Over Stronger Leasing Demand
-----------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) announced it has
increased its 2004 outlook, based primarily on stronger than
expected leasing demand in the first half of 2004.

For the full year 2004, Crown Castle has adjusted certain elements
of its financial guidance, including raising its site rental and
broadcast transmission revenue outlook for the full year 2004 from
between $860 million and $870 million to between $875 million and
$885 million, an increase of $15 million. Crown Castle has raised
its expectations for adjusted EBITDA from between $455 million and
$470 million to between $465 million and $475 million and for free
cash flow outlook from between $145 million and $160 million to
between $150 million and $160 million for the full year 2004.
Crown Castle's outlook reflects increased leasing activity in the
United States and a projected use of working capital of
approximately $10 million for the full year 2004.

Crown Castle plans to release its first quarter 2004 results after
the close of trading on May 5, 2004.

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


DAN RIVER: Has Until May 15 to File Schedules & Statements
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern of Georgia, Newnan
Division, gave Dan River, Inc., and its debtor-affiliates an
extension to file their schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).  The
Debtors have until May 15, 2004 to file their Schedules of Assets
and Liabilities and Statement of Financial Affairs.

Headquartered in Danville, Virginia, Dan River Inc.
-- http://www.danriver.com/-- is a designer, manufacturer and and  
marketer of textile products for the home fashions, apparel
fabrics and industrial markets.  The Company filed for chapter 11
protection on March 31, 2004 (Bankr. N.D. Ga. Case No.
04-10990).  James A. Pardo, Jr., Esq., at King & Spalding
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$441,800,000 in total assets and $371,800,000 in total debts.


DELFIL INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Delfil Inc.
        1881 Bering Suite 39
        Houston, TX 77057

Bankruptcy Case No.: 04-20429

Chapter 11 Petition Date: April 5, 2004

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: William Arthur Whittle, Esq.
                  Attorney at Law
                  5151 Flynn Parkway, Suite 406
                  Corpus Christi, TX 78403
                  Tel: 361-887-6993

Estimated Assets: $1 Million to $10 Million

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

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


DII INDUSTRIES: Thirty-Five Insurers Object to Plan Confirmation
----------------------------------------------------------------
A consortium of thirty-five insurance companies:

   * ACE Property & Casualty Insurance Company
   * Allianz AG
   * Allianz Global Risks US Insurance Company
   * Allstate Insurance Company
   * American Home Assurance Company
   * American International Underwriters Insurance Company
   * American Re-Insurance Co.
   * Appalachian Mutual Insurance Co.
   * Birmingham Fire Insurance Company of Pennsylvania
   * Central National Insurance Company of Omaha
   * Century Indemnity Company
   * Everest Reinsurance Company
   * Executive Risk Indemnity, Inc.
   * Federal Insurance Company
   * Fireman's Fund Insurance Company
   * Granite State Insurance Company
   * Insurance Company of the State of Pennsylvania
   * Landmark Insurance Company
   * Lexington Insurance Company
   * Liberty Mutual Insurance Co.
   * Maryland Casualty Company
   * Mt. McKinley Insurance Company
   * National Surety Corporation
   * National Union Fire Insurance Company of Pittsburgh, PA
   * New Hampshire Insurance Company
   * OneBeacon America Insurance Company
   * Pacific Employers Insurance Company
   * Seaton Stonewall Insurance Company
   * St. Paul Mercury Insurance Company
   * TIG Insurance Company
   * U.S. Fire Insurance Company
   * Union Atlantique de Assurances
   * Zurich American Insurance Company
   * Zurich Insurance Company
   * Zurich International Ltd.

asserts that:

   (a) The DII Industries, LLC's Plan cannot be confirmed
       because of the Debtors' bankruptcy cases and it was not
       filed in good faith or for a valid reorganizational
       purpose.

   (b) The Plan cannot be confirmed because the Plan and its
       proponents have not complied with the applicable
       provisions of the Bankruptcy Code and it has been proposed
       by a means forbidden by law.

   (c) The Plan cannot be confirmed because it does not comply
       with applicable provisions of the Bankruptcy Code and is
       proposed by a means forbidden by law with respect to the
       legal representative appointed pursuant to Section
       524(g)(4)(B)(ii):

       -- no legal representative can be appointed
          constitutionally because demand holders and future
          silica claimants can be fully compensated by the
          Debtors, and so their due process rights cannot be
          abridged;

       -- the legal representative has a personal conflict of
          interest due to his selection and remuneration by
          Debtors;

       -- the legal representative has a conflict of interest
          because he represents potential asbestos and silica
          demand holders and claimants who are not similarly
          situated;

       -- the legal representative does not represent all
          asbestos and silica demand holders, as the Plan
          classifies as "claimants" individuals who properly
          should be classified as demand holders;

       -- the legal representative has a conflict of interest in
          being asked to review a plan that he negotiated and
          hence is not independent; and

       -- the legal representative has a conflict of interest
          because he represents both asbestos and silica demand
          holders and claimants when their interests are adverse.

   (d) The Plan cannot be confirmed because the Court cannot
       appropriately enter a Plan Confirmation Order containing
       one or more "channeling injunctions."

   (e) The Plan cannot be confirmed in that the pursuit of
       demands outside the procedures prescribed by the Plan is
       not likely to threaten the Plan's purpose to deal
       equitably with claims and future demands.

   (f) The Plan cannot be confirmed because under the Plan, the
       trust to be set up will not be funded in whole or in part
       by the securities of one or more of the Debtors.

   (g) The Plan cannot be confirmed because under the Plan, the
       trust to be set will not obligate any Debtors to fund the
       trust with dividends.

   (h) The Plan cannot be confirmed because under the Plan, the
       trust to be set up will not own, or by the exercise of
       rights granted under the Plan would not be entitled to own
       if specified contingencies occur, a majority of voting
       shares of each of the Debtors, the parent corporation of
       the Debtors, or a subsidiary of each of the Debtors that
       is also a Debtor.

   (i) The Plan cannot be confirmed because it will not pay, or
       provide reasonable assurance that the trust will value and
       be in a financial position to pay, present claims and
       future demands that involve similar claims in
       substantially the same manner.

   (j) The Plan cannot be confirmed because it is not fair and
       equitable with respect to persons that might subsequently
       assert demands, in light of the benefits provided, or to
       be provided, to the trust on behalf of Debtors:

       -- substantially similarly situated individuals are
          treated disparately depending on whether they are
          classed as a "claimant" or a "demand" holder;

       -- substantially similarly situated individuals are paid
          disparately, depending on what lawyer or law firm
          represents them; and

       -- substantially similarly situated individuals are paid
          disparately depending on whether or not they filed
          prepetition actions against the Debtors and their
          related companies.

   (k) The Plan cannot be confirmed because "asymptomatics" --
       individuals who have been exposed to asbestos and who may
       have some sub-clinical physiological changes related to
       asbestos exposure, but who are not currently suffering
       from any symptoms of an asbestos-related disease -- are
       paid under the Plan, as both creditors and, pursuant to
       the TDPs, holders of allowable demands, and thus the Plan
       has been proposed by a means forbidden by law:

       -- under federal law, a person who is asymptomatic is not
          a holder of a claim or a demand and, thus, should not
          be paid;

       -- under state law, asymptomatics do not have cognizable
          claims and, thus, should not be paid;

       -- similarly situated asymptomatics would not be treated
          fairly and equitably or substantially similarly under
          the Plan;

       -- attorneys who negotiated the Plan on behalf of
          purported claimants had a disqualifying conflict of
          interest because they represented both symptomatics and
          asymptomatics, whose interests are in conflict;

       -- the legal representative for potential demand holders
          did not represent all similarly situated potential
          demand holders, and so his representation was
          inadequate as a matter of law; and

       -- persons who do not have cognizable claims were
          permitted to vote on the Plan.

   (l) The Plan cannot be confirmed because persons purportedly
       represented by certain law firms were permitted to vote on
       the Plan even though these purported representatives did
       not have, or did not present to the Court as required by
       Rule 2019 of the Federal Rules of Bankruptcy Procedure
       evidence of authority to vote on the creditors' behalf.
       As a result, the votes purportedly cast by these alleged
       representatives must be invalidated or designated.  The
       law firms in question include:

       -- Foster and Sear, L.L.P.
       -- McCurdy & McCurdy, L.L.P.
       -- Baron & Budd, P.C.
       -- Floyd Jones Rios Wahrlick P.C.
       -- Robert G. Taylor II, P.C.
       -- Silber Pearlman, L.L.P.
       -- Maritime Asbestosis Legal Clinic, a Division of the
          Jacques Admiralty Law Firm, P.C.
       -- Wilentz, Goldman & Spitzer, A Professional Corporation

   (m) The Plan cannot be confirmed because the Plan improperly
       and unlawfully impairs Insurers and adversely affects
       their rights in violation of law and their contractual
       rights.  Furthermore, the purported "insurance neutrality"
       clauses of the Plan do not actually render the Plan
       "neutral" as to Insurers.  Instead, the Plan:

       -- purports to seek and obtain the Court's approval and
          endorsement of a "settlement" of asbestos and silica
          claims, entered into by Debtors and Halliburton without
          the Insurers' consent, that pays excessive amounts to
          claimants and demand holders and pays claimants and
          demand holders who have no legal right to obtain
          compensation;

       -- makes no provision to honor the Insurers' contractual
          rights to control or participate in the settlement or
          defense of claims handled through the TDPs;

       -- fails to protect the Insurers from acceleration of
          amounts due and demands to pay, including but not
          limited to the claims and demands of asymptomatics who
          otherwise would not be in a position to obtain
          settlements or proceed until after they suffered an
          asbestos-related disease or condition;

       -- does not protect the Insurers from the practical
          effects of a settlement presumptively being considered
          fair and reasonable by a later fact finder based on the
          Court's confirmation of the Plan;

       -- does not protect the Insurers from demands to pay
          amounts included in the settlements that are related
          to, or arise from, risks not insured;

       -- does not adequately preserve the Insurers' rights to
          assert that the Debtors' resort to the bankruptcy
          confirmation process in these circumstances is itself a
          breach of contract and a violation of duties owed by
          the Debtors to the Insurers;

       -- does not protect the Insurers from the claim that the
          approval of the Plan would constitute a judgment or
          adjudication of the Debtors' liabilities to asbestos
          and silica claimants and demand holders, instead of a
          claims and demands settlement without the Insurers'
          consent;

       -- does not protect the Insurers from otherwise
          unnecessary coverage litigation and its expense; and

       -- does not protect the Insurers' constitutional and
          contractual rights to insist that any liabilities they
          are being called on to pay under their contracts be
          determined by a common-law court or jury, rather than
          by settlements without the Insurers' consent or through
          an administrative process such as that which the TDPs
          would establish.

   (n) The Plan cannot be confirmed because it improperly enlists
       the aid of the Court in the Debtors' breaches of their
       contracts with the insurers and Debtors' violation of the
       Insurers' rights and remedies afforded by law and
       contract.

   (o) The Plan cannot be confirmed because the Debtors seek to
       use the Court, their Plan, their Chapter 11 cases, and the
       confirmation process to insulate them from the
       consequences of their own violations of their insurance
       policies and coverage-in- place agreements.

   (p) The Plan cannot be confirmed because the TDPs are
       deficient.:

       -- similarly situated individuals will not be reimbursed
          in substantially the same manner;

       -- demand holders will not be reimbursed in a fair and
          equitable manner;

       -- asymptomatics and others without cognizable claims will
          be reimbursed;

       -- the medical and diagnostic criteria are insufficiently
          rigorous, thus permitting persons to receive payments
          from the Trust even though they do not have any legally
          enforceable right to payment;

       -- the claims adjustment and allowance procedures are
          insufficiently rigorous, permitting persons to qualify
          for payment without providing proof that any of the
          Debtors are liable for their injuries or alleged
          conditions or that statutes of limitation have not
          lapsed;

       -- the claims adjustment and allowance procedures do not
          adequately address relevant factors, including but not
          limited to exposure levels, latency periods, smoking,
          and other causations;

       -- those with less severe injuries can be compensated more
          than those with more severe injuries;

       -- no provision is made for insurers to have any role in
          the defense or settlement of claims to be paid through
          the TDP processes, notwithstanding provisions in
          insurance policies and coverage-in-place agreements
          that expressly give insurers such rights;

       -- the amounts proposed to be paid to claimants are
          excessive; and

       -- the Plan and TDP procedures circumvent the Insurers'
          right to file a proof of claim on behalf of a creditor,
          as an entity that is liable to the creditor with the
          Debtors or that has secured the creditor.

   (q) The Plan cannot be confirmed because there is no class of
       impaired claimants that has properly voted in its favor.

   (r) To the extent any of the Insurers have impaired claims
       under the Plan, they were not permitted to exercise their
       right to vote in favor of or against the Plan.

   (s) To the extent it incorporates a "channeling injunction"
       and trust for silica claims, the Plan cannot be confirmed
       because such channeling injunction and trust are not
       "necessary or appropriate to carry out the provisions of
       title 11" and so are not authorized.

   (t) The Plan cannot be confirmed because the findings and
       determinations to be made under it are not accurate.

   (u) The Plan cannot be confirmed because votes were not
       solicited or procured in good faith and in accordance with
       the provisions of the Bankruptcy Code.

   (v) The Plan cannot be confirmed because it does not provide
       the same treatment for each claim or interest of a
       particular class and the holders of the claims and
       interests have not agreed to a less favorable treatment.

   (w) The Plan cannot be confirmed because it places in a class
       those whose interests are not substantially similar.

   (x) The Plan cannot be confirmed because it proposes to
       discharge entities other than the Debtors for both
       asbestos and silica liabilities, in contravention of
       Section 524(e) of the Bankruptcy Code, which provides that
       the discharge of a debtor will not affect the liability of
       other entities for the discharged debts.

   (y) The Plan cannot be confirmed because the Plan and the TDPs
       seek to preclude insurers and other parties-in-interest
       from exercising their statutory right to object to claims
       as provided in Sections 502(a) and 1109.

The Thirty-Five Insurers also contend that the Disclosure
Statement supporting the Debtors' Plan cannot be approved because
it failed to provide parties with adequate information as
required by Section 1125(a)(1).  In addition, the Thirty-Five
Insurers aver that the Solicitation Procedures proposed by the
Debtors are improper and inadequate in that:

   (1) persons having claims, including some or all of the
       Insurers, were not solicited to vote and not permitted to
       vote;

   (2) persons not having claims, including asymptomatics and
       holders of demands, were solicited and permitted to vote;
       and

   (3) persons were permitted to cast votes on behalf of other
       persons without showing that they had authorization to
       vote on behalf of such other persons.

The Thirty-Five Insurers tell the Court that the Plan
Confirmation Process deprives them of their rights to
due process, to the extent that the unnecessarily accelerated
schedule set forth in the Court's February 18, 2004 Order
establishing Case Management Procedures in connection with
Objections to the confirmation of the Debtors' Plan and the
Court's announced intent to restrict presentation of plan
objectors case-in-chief at the Confirmation Hearing to just one
and a half days.

                          *     *     *

St. Paul Mercury Insurance Company and Lumbermens Mutual Casualty
Company separately filed joinders to the Thirty-Five Insurers'
objections to the Debtors' Plan, to the adequacy of the
Disclosure Statement, and to the Solicitation Procedures.  
Travelers Casualty and Surety Company, Associated International
Insurance Company, and Evanston Insurance Company also join in
and adopt certain arguments and statements made in support of the
Thirty-Five Insurers' Objection.

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. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DUO DAIRY: Employs Allen & Vellone as its Special Counsel
---------------------------------------------------------
Duo Dairy, Ltd., LLLP is asking permission from the U.S.
Bankruptcy Court for the District of Colorado to employ Allen &
Vellone, PC as its Special Counsel.

Allen & Vellone, as special counsel, will represent the
Debtor to:

     (i) investigate, and if necessary pursue potential lender
         liability claims and/or actions against Debtor's
         primary secured lender, American Ag., a branch of
         Western National Bank; and

    (ii) investigate, and if appropriate, to pursue
         preferential transfers and/or fraudulent conveyances
         actions likewise against American Ag.

The Firm received a $15,000 retainer from Debtor.  Allen & Vellone
will bill the Debtor in its current hourly rates of

         Designation             Billing Rate
         -----------             ------------
         attorneys               $125 to $285 per hour
         law clerks paralegals   $85 per hour

The Debtor assures the Court that the Firm has no connection with
the Debtor, creditors, the U.S. Trustee or any person employed by
the U.S. Trustee, or any other party in interest, their respective
attorneys and/or accountants.

Headquartered in Loveland, Colorado, Duo Dairy, LTD., LLP, filed
for chapter 11 protection on March 12, 2004 (Bankr. D. Colo. Case
No. 04-14827).  Jeffrey A. Weinman, Esq., and William A. Richey,
Esq., at Weinman & Associates, P.C., represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed both estimated debts and assets of over
$10 million


EMMIS: Commences Senior Note Tender Offer & Consent Solicitation
----------------------------------------------------------------
Emmis Communications Corporation (Nasdaq: EMMS) announced that it
has commenced a tender offer and consent solicitation for any and
all of its $286.275 million principal amount at maturity 12-1/2%
Senior Discount Notes due 2011 and that Emmis Operating Company
has commenced a tender offer and consent solicitation for any and
all of its $300 million principal amount 8-1/8% Senior
Subordinated Notes due 2009. The total consideration (including
the consent payment described below) in connection with the offers
is $1,000 per $1,000 principal amount at maturity for the Senior
Discount Notes and $1,043.13 per $1,000 principal amount plus
accrued but unpaid interest for the Senior Subordinated Notes. The
terms and conditions of the tender offer are set forth in an Offer
to Purchase and Consent Solicitation Statement dated April 14,
2004.

In conjunction with the tender offer, each company is soliciting
the consent of holders of Notes to eliminate substantially all of
the restrictive covenants and certain events of default under the
indentures for the Notes.

The consent payment of $15.00 per $1,000 principal amount at
maturity of the Senior Discount Notes and the consent payment of
$2.50 per $1,000 principal amount of the Senior Subordinated Notes
will be paid only for the Notes tendered prior to the Consent
Payment Deadline, which will be 5:00 p.m., New York City Time, on
April 26, 2004, unless extended. Holders who tender their Notes
into the tender offer after the Consent Payment Deadline will
receive the consideration described above less the consent payment
amount. Notes may not be tendered without delivering consents to
the amendment to the indentures for the Notes as described above.

The tender offers will expire at 12:00 a.m., midnight, New York
City Time, on May 11, 2004, unless extended. Closing of the tender
offers is subject to: (i) the consummation of any necessary debt
financing to fund the total consideration for the Notes tendered
and to refinance the existing credit facility of Emmis Operating
Company; (ii) the tender of a majority in principal amount of each
class of Notes by the holders; (iii) the receipt of the requisite
consents from the holders of Notes; and (iv) certain other
customary conditions.

Goldman, Sachs & Co., Deutsche Bank Securities Inc., Banc of
America Securities LLC and Credit Suisse First Boston are the
Dealer Managers and Solicitation Agents for the tender offer and
consent solicitation. Questions concerning the tender offer or
consent solicitation may be directed to Goldman, Sachs & Co. toll-
free at (800) 828-3182 or at (212) 357-3019. The Information Agent
is Georgeson Shareholder Communications Inc. Copies of documents
may be obtained from Georgeson Shareholder Communications Inc., at
(212) 440-9800 or toll-free at (866) 399-8748.

      Emmis - Great Media, Great People, Great Service(SM)

Emmis is an Indianapolis-based diversified media firm with radio
broadcasting, television broadcasting and magazine publishing
operations. Emmis' 23 FM and four AM domestic radio stations serve
the nation's largest markets of New York, Los Angeles and Chicago
as well as Austin, Phoenix, St. Louis, Indianapolis and Terre
Haute, IN. In addition, Emmis owns two radio networks, three
international radio stations, sixteen television stations, award-
winning regional and specialty magazines and ancillary business in
broadcast sales and publishing.

Emmis Communications Corporation is a holding company and conducts
substantially all of its business operations through Emmis
Operating Company and its subsidiaries. Emmis Operating Company is
a wholly-owned subsidiary of Emmis Communications Corporation


ENERGY & ENGINE: Auditors Remove Going Concern Qualification
------------------------------------------------------------
Energy & Engine Technology Corporation (OTC Bulletin Board: EENT)
(EENT) filed its annual report with the Securities and Exchange
Commission on Form 10-KSB. The report included audited financial
statements that no longer contain a going concern qualification
from its independent auditors. The significance of the removal of
the going concern is that the financial statements are no longer
qualified by an opinion which states that there is substantial
doubt that the entity can continue as a going concern.

Willard G. McAndrew, EENT's CEO, stated that "The Company is
encouraged by its progress in 2003. Removal of the going concern
qualification is another milestone in our plan to continually seek
to improve the Company's financial condition and liquidity.
However, we will not rest on our laurels and continue to focus on
continuing to increase marketing and sales and improving
operations with the long term goals being continued growth and
eventual profitability. The initial plan for the Company has been
carefully constructed and executed to provide a solid foundation
for the Company's future growth. 2004 will be an exciting year for
the Company."

According to the financial data set forth in the 10-KSB, in
summary form, the Company reported as follows, in part:

     Twelve Months Ended Dec. 31:
                                      2003              2002

     Net Sales                   $    383,262      $     99,257
     Net income                    (5,041,657)       (1,680,989)
     Net income per share               (0.12)            (0.11)

        Figures in parentheses are losses.

Although there was a significant increase in net sales, net income
decreased from ($1,680,989) to ($5,041,657), and net income per
share from (.11) to (.12). According to Item 6 of the Company's
10-KSB (Management's Discussion and Analysis), the losses were in
large part due to the fact that in 2003 the Company was still in a
development stage, thus requiring outlays of cash and equity to
cover expenses without corresponding revenue returns.
Additionally, the Company paid for approximately $236,861 worth of
inventory and parts (listed in current assets as of the year end)
and retired approximately $250,000 in debt. Lastly, the Company's
Consolidated Statements of Operations for the Year Ended December
31, 2003, show that $3,355,718 of the net loss was due to stock
based compensation (which consisted mostly of stock issuances for
fundraising and acquisition activities).

As EENT continues to transition from product and business
development to business operation and production, cash flow and
revenues should increase significantly. Also, as stated in Note
16, to the Company's Consolidated Financial Statements for the
Year Ended December 31, 2003, Subsequent Events, the Company
successfully raised approximately $1,815,500 in cash from
investors through private placements in the first quarter of 2004.

      About Energy & Engine Technology Corporation (EENT)

EENT -- http://www.eent.net/-- headquartered in Plano, Texas,  
develops and markets auxiliary power generators for the long haul
trucking industry. The Company's common stock is traded on the OTC
Bulletin Board under the symbol "EENT".

The Company's flagship product, the AXP 1000, is an idle-reduction
technology device, designed for new and retrofit installation on
semi truck tractors, that provides power generation without
requiring the operation of the truck's engine. Powered by an EPA-
approved and CARB-certified engine, the AXP 1000 maintains the
truck's battery power while delivering electricity for air
conditioning, heating, and the operation of televisions,
appliances and other devices, to the sleeper cab, thereby reducing
fuel consumption, air/noise pollution and long-term truck
maintenance costs. (Instead of the 10-15 gallons of diesel fuel
consumed through idling each day, the AXP 1000 consumes
approximately 1 gallon of diesel fuel in an equivalent amount of
time).

The Company is targeting a significant market opportunity created
by governmental mandates that limit the aggregate amount of idling
time available to long haul truckers. Management believes that
Federal and State regulations, along with new and more stringent
legislation that became effective in January 2004, have paved the
way for a $2.5 billion industry. There are an estimated 500,000 or
more Class 8 sleeper trucks currently operating in the U.S., with
over 80,000 new Class 8 trucks being produced each year.
Management believes that even moderate penetration of the market
for anti-idling devices could result in significant sales and
earnings for the Company. Anticipated metrics on unit sales
suggest that for each 1,000 AXP 1000 units sold (at $5,000 each),
the Company should generate gross revenue of approximately
$5,000,000.


ENRON CORP: Court Authorizes LNG-Pipeline Sale Proceeds Allocation
------------------------------------------------------------------
On October 2, 2002, the Court authorized and approved the
Purchase and Sale Agreement between the Tractebel Entities and
the Enron Entities -- Enron Corporation, Enron North America
Corporation, Enron Global Markets LLC, Calypso Pipeline LLC,
Enron Caribbean Basin LLC, Enron LNG Marketing LLC and Enron
Global LNG LLC -- for the LNG Pipeline Assets.  Under the
Purchase Agreement, Tractebel paid $11,000,000 in cash and is
obligated to up to $25,000,000 in additional Contingent
Consideration.

Pursuant to the Sale Order, the final allocations of the Proceeds
among EGL, Calypso, Enron Marketing and Enron Bahamas LNG Ltd.
and Hawksbill Creek LNG Ltd. -- the Sellers -- and the
disbursement and use of the Proceeds will be determined by an
order from the Bankruptcy Court and the Cayman Islands Court.

In consultation with their advisors, Martin A. Sosland, Esq., at
Weil, Gotshal & Manges LLP, in New York, tells the Court, the
Sellers have determined that the allocation of the $11,000,000
cash Purchase Price, plus the accrued interest, this way:

   (i) EBL will receive 50% of the Purchase Price, which equals
       $5,500,000 plus the interest accrued on that amount;

  (ii) Calypso is to receive 50% of the Purchase Price minus $1
       and further reduced by settled cure payments aggregating
       $835,718, which equals $4,664,281 plus the interest
       accrued on that amount; and

(iii) Enron Marketing is to receive $1.

is fair and reasonable.  

EBL's advisors, the Joint Official Liquidators, are making the
appropriate filings with the Cayman Island Court to request
approval of the proposed Allocation.  The Creditors Committee and
their advisors has been fully advised and consulted as to the
proposed Allocation and do not object to the Allocation.

                 Solvent Voluntary Liquidation

The Debtors and the Joint Official Liquidators agreed to proceed
with an "Out of Court" Solvent Voluntary Liquidation of three
offshore non-debtors -- Hawksbill, Enron Bahamas LNG Holdings Ltd
and Enron Bahamas Co. Ltd. -- and an official liquidation of EBL
supervised by the Cayman Islands Court.  By liquidating
Hawksbill, EBL Holdings and EBC by means of the SVL, as opposed
to an insolvent liquidation, Mr. Sosland asserts that the Enron
Offshore Entities can realize substantial saving, as an SVL is a
much more cost-effective means to liquidate an entity.  In
addition, Mr. Sosland points out, an SVL will save many months of
court administration.

To effectuate an SVL, Mr. Sosland reports, all intercompany
liabilities of the Enron Offshore Entities will need to be
subordinated to third party claims, such that their third party
liabilities are paid in full.  Furthermore, the Subordinating
Debtors -- Enron, ENA, EGM, Calypso and ECB -- will need to agree
not to assert any claim against any Enron Offshore Entity for
intercompany liabilities that are not paid by the Enron Offshore
Entities.  The Debtors estimate that by subordinating their
intercompany claims to those of third party creditors to
effectuate an SVL, the third party creditors will receive
approximately $32,396 more from the initial $11,000,000 cash
proceeds than they would otherwise receive on a pro rata basis.  
By proceeding in this manner, the Subordinating Debtors will be
allowed to share the benefits of the administrative expense
savings, which should exceed the cost of subordinating to the
third party creditors.

To capitalize on this opportunity, Judge Gonzalez authorizes the
Debtors to:

   (i) the final allocation of Purchase Price Proceeds and its
       disbursement to parties entitled to them;

  (ii) the subordination of claims held by the Subordinating
       Debtors to those claims of the third party creditors of
       EBL Holdings, EBC, Hawksbill and EBL to facilitate a
       solvent liquidation and winding up the Enron Offshore
       Entities; and

(iii) EGL to direct the Joint Official Liquidators to pay in
       full the claims of third party creditors proved in the
       SVLs of Hawksbill, EBL Holdings and EBC from the Purchase
       Price Proceeds allocated to, and received by EBL as a
       result of the allocation of the Purchase Price Proceeds.

(Enron Bankruptcy News, Issue No. 104; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Denies Liability for AIG Law's $1.3 Million Claim
----------------------------------------------------------------
The Federal-Mogul Corporation Debtors assert that they are not
liable for 34 claims and ask the Court to expunge the claims.  
Twenty of the claims reflect $0 amounts.  The 14 other claims are:

   Claimant                Claim No.  Debtor              Amount
   --------                ---------  ------              ------
   AIG Law Dept-Bankruptcy   6644     Ferodo America  $1,335,000
                             6660     TN Industries       94,203
   Jon Belk                  4102     FM Corp              2,379
   Chemical and Allied       4239     FM Ignition          3,342
   Department of Treasury    3667     FM Puerto Rico      80,003
                                      FM Puerto Rico      14,834
                             3670     FM Global Inc.     240,000
                             3669     FM Corp            190,000
                             3668     FM Worldwide       230,000
                                      FM Worldwide            98
   Jack Deyoung               188     FM Corp             25,000
   Ellenore Earle            1118     FM Global Inc.      86,884
   Harley Higgs               208     FM Global Inc.     102,827
   Irvin Anthony Irk         2468     Unknown              1,900
   Oppenheimer, Blend         741     FM Global Inc.      86,884
   Jeff Rigdon               2586     FM Corp              3,894

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)


ETPI 2000 TRUST: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ETPI 2000 Trust
        dba Hero's Waterworld
        dba ETPI 2000 Trust, LLC
        405 East Lexington Avenue, Suite 201
        El Cajon, California 92020

Bankruptcy Case No.: 04-70234

Chapter 11 Petition Date: April 5, 2004

Court: Western District of Texas (Midland)

Judge: Ronald B. King

Debtor's Counsel: Michael G. Kelly, Esq.
                  Rush Kelly Morgan Dennis Corzine & Hansen PC
                  P.O. Box 1311
                  Odessa, TX 79760-1311
                  Tel: 432-367-7271
                  Fax: 432-363-9121

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
ACS Network, Inc.             Debt                      $240,000

ACS Network, Inc.             Debt                       $58,148

Texas Comptroller of Public   Debt                       $42,815
Accts.

TXU Energy                    Debt                       $37,894

Capital Growth Planning, Inc  Debt                       $22,800

Midland Co. Central           Debt                       $12,352
Appraisal Dist.

Texas Workforce Commission    Debt                       $10,176

Gary Brown & Associates, Inc  Debt                        $4,526

Nugent & Newham, PC           Debt                        $4,526

Michael Ondrusek              Debt                        $4,500

Earth Color Houston, LP       Debt                        $3,992

Century Graphics              Debt                        $3,398

Szabo Associates              Debt                        $3,214

Kathy Reeves                  Debt                        $2,913

Univision 18                  Debt                        $2,420

Data Duplicators, Inc.        Debt                        $2,190

Stan's Frozen Foods, Inc.     Debt                        $2,148

Ronald McDonald House         Debt                        $1,900
Charities

Ervin Plumbing & Supply Inc.  Debt                        $1,833

FBC Enterprises, Inc.         Debt                        $1,457


FIBERMARK: U.S. Trustee Appoints Official Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region 2 appointed 5 creditors to
serve on an Official Committee of Unsecured Creditors in
FiberMark, Inc.'s Chapter 11 cases:

      1. AIG Global Investment Group, Inc.
         2929 Allen Parkway, A37
         Houston, Texas 77019
         Attn: Thomas A. Musante, Managing Director, Chairperson
               1 SunAmerica Center, 37th Floor
               Los Angeles, CA 90067-6022
         Telephone No.: (310) 772-6867
         Telefax No.: (310) 772-6115

      2. Wilmington Trust Company As Indenture Trustee for the
           10.75% Senior Notes Due 2011 and 9.375% Senior Notes
           Due 2006
         Rodney Square North
         1100 North Market Street
         Wilmington, Delaware 19890
         Attn: James J. McGinley
               520 Madison Avenue, 33rd Floor
               New York, NY 10022
         Telephone No.: (212) 415-0522
         Telefax No.: (212) 415-0513

      3. Solution Dispersions, Inc.
         130 Waterworks Avenue
         P.O. Box 8
         Cynthiana, Kentucky 41031
         Attn: William Stoeppel or Marvin McFarlen
         Telephone No.: (859) 234-8468
         Telefax No.: (859) 234-0131

      4. Post Advisory Group, LLC
         11755 Wilshire Boulevard, Suite 1400
         Los Angeles, California 90025
         Attn: Kathy Choi
         Telephone No.: (310) 996-9646
         Telefax No.: (310) 996-9669

      5. E.I. DuPont de Nemours & Company
         4417 Lancaster Pike
         Wilmington, Delaware 19805
         Attn: C. Richard Shade, Jr.
         Telephone No.: (302) 999-5941
         Telefax No.: (302) 999-2690

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

Headquartered in Brattleboro, Vermont, FiberMark, Inc.
-- http://www.fibermark.com/-- produces filter media for  
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.  
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D. J.
Baker, Esq., David M. Turetsky, Esq., Rosalie Walker Gray, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from its creditors, they listed $329,600,000 in total
assets and $405,700,000 in total debts.


FLEMING COMPANIES: Seeks Authority to Arbitrate 3 Retailer Claims
-----------------------------------------------------------------
The Fleming Debtors ask the Court to approve binding, final
arbitration of certain specified claims and causes of action,
including any related counterclaims, asserted by or against them
with regard to these retailers:

       (1) Park-N-Shop and the Wonder Stores, Inc.;

       (2) Young's Foods, LLC, also known as Port City Grocers;
           and

       (3) C.V. Family Foods, Inc.

The arbitration should be binding because the Debtors and each of
the Retailers are parties to prepetition agreements that require
the parties to submit disputes between them to final, binding
arbitration.  The Debtors seek to collect debts owed to them by
the Retailers.

To resolve the Debtors' claims against the Retailers and any
related counterclaims the Retailers may assert against them as
inexpensively and expeditiously as possible, the Debtors ask
Judge Walrath to:

       (a) authorize them to institute an arbitration proceeding
           against each of the Retailers to resolve their claims;

       (b) authorize arbitrators selected from a national roster
           of the AAA arbitrators to proceed with any arbitration
           proceeding;

       (c) modify the automatic stay to allow a Retailer party to
           an arbitration proceeding to assert and pursue any
           counterclaims against the Debtor party or parties to
           the arbitration proceeding, in the arbitration
           proceeding without any presumption as to the validity
           or enforceability of such counterclaim;

       (d) authorize a Retailer party to an arbitration
           proceeding to offset any amount that the arbitrator
           determines the Retailer owes to a Debtor party to the
           arbitration proceeding against any amount the Debtor
           party to the arbitration is determined by the
           arbitrator to owe the Retailer party so long as the
           amounts owed to and by the Debtors are both debts that
           arose prepetition or postpetition;

       (e) prohibit the enforcement of any award or the
           collection of any amount awarded to any Specified
           Retailer in the arbitration proceeding except as by
           offset, or by the filing of a proof of claim; and

       (f) authorize them to pay their portion of the
           administrative fees and expenses incurred in the
           arbitration proceeding, the arbitrator's fees and
           expenses, and any other fees and costs, including
           witness expenses, incurred in the arbitration
           proceeding, and authorizing the AAA and the
           arbitrators to apply the payments to their fees and
           expenses.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


GEXA ENERGY: Form 10-KSB Filing Delay Triggers Loan Default
-----------------------------------------------------------
Gexa Energy Corp. (OTCBB:GEXC), a Texas Retail Electricity
Provider, announced that it will not file its Annual Report on
Form 10-KSB for the year ended Dec. 31, 2003 by the April 14, 2004
extended deadline. The Company had previously filed with the
Securities and Exchange Commission a notice on Form 12b-25 stating
that it would be unable to file its Form 10-KSB by March 31, 2004
and extending the period in which it intended to file to April 14,
2004. The delay in filing the Form 10-KSB does not change the
Company's previous guidance for revenues in 2003.

The Company's Audit Committee has substantially completed its
previously announced independent review of the Company's internal
controls related to financial reporting and the other matters
raised by the Company's auditors. The Company has also retained a
CFO consultant, Kirk Michael, to assist in the process of
completing the audit and a review of its internal control policies
while the Company completes its search for a chief financial
officer. Progress is being made on all these issues; however, the
Company will need additional time to complete its review of these
matters. Also, additional time will be required to complete work
related to the audit of the Company's 2003 financial statements.
The Company cannot at this time estimate when these procedures and
the audit will be completed.

Delay in filing the Form 10-KSB beyond April 29, 2004 would place
the Company in default under its loan agreement with The Catalyst
Fund, Ltd., and the lender would have the right, but not the
obligation, to accelerate payment of the debt. If required, the
Company will request a waiver of such default. If such waiver is
not granted, the Company has sufficient cash reserves to fully
repay the $3 million balance of the Catalyst loan, but the Company
would need to seek additional financing to support its operations
in 2004. In addition, the late filing of the 10-KSB will eliminate
for one year the Company's ability to use S-3 registration
statements to register the resale of any securities sold in
private placements, and will also eliminate the availability of
Rule 144 for resales of restricted securities by shareholders
until such time as the 10-KSB is filed.

Neil Leibman, chairman and chief executive officer, stated, "Our
financial team continues to work on completing the audit and
financial reports consistent with our commitment to accuracy and
transparency in financial reporting. In addition, the operations
team is focused on providing quality retail electric service to
our customers, as well as pursuing additional business
opportunities associated with strong customer demand. We believe
that these factors will result in higher revenues and customer
counts for the first quarter of 2004 as compared to the same
period a year ago. We will provide additional details regarding
the outlook for 2004 when we deliver our 2003 earnings."

                     About Gexa Energy

Gexa Energy is a Texas-based retail electric provider, which
entered the market as deregulation began on Jan. 1, 2002. The
Company offers residential and all size commercial customers in
the Texas restructured retail energy market competitive prices,
pricing choices, and improved customer friendly service.


GLOBAL LOGISTIX: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Global Logistix Group, Inc.
        1501 Val Mex Drive
        Hidalgo, Texas 78557

Bankruptcy Case No.: 04-10417

Chapter 11 Petition Date: March 31, 2004

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Paul Lee Wiley, Esq.
                  Attorney at Law
                  P.O. Box 2764
                  Harlingen, TX 78551-2764
                  Tel: 956-425-1818
                  Fax: 956-425-2849

Total Assets: $346,000

Total Debts:  $1,182,645

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Lone Star National Bank       Advancing of Monies       $689,000
P.O. Box 1227
Pharr, Texas 78577-1227

Ridge Sharyland R/E Partners                            $102,000

First Industrial, LP                                     $43,000

Internal Revenue Service                                 $30,000

Citicorp Vendor Finance, Inc.                            $27,625

Wright Express Fleet Services                            $26,774

French Ellison Truck Center   For goods purchased        $26,770
                              or Services rendered

Transportes Yael                                         $21,875

DE LAGE LANDEN                                           $16,800

ADM Transport                                            $16,092

DE LAGE LANDEN                                           $13,718

U.S. Cargohandlers                                       $10,591

Hales, Bradford, and Allen,                              $10,500
LLP

Fleet Pride                                               $9,261

Multiservicios Express                                    $7,516

Daniel Campos                                             $6,875

LRQA, Inc.                                                $6,722

T.A.C.                                                    $6,135

Gulf Systems, Inc.                                        $6,109

CitiCapital                                               $5,000


GREENBRIAR CORPORATION: Going Concern Ability is in Doubt
---------------------------------------------------------
Greenbriar Corporation (AMEX:GBR) announced operating results as
of December 31, 2003. Operating revenues for 2003 were $5,034,000
compared to $4,422,000 for 2002. The Company's operating loss was
$777,000 for the period ending December 31, 2003 compared to a
loss of $2,345,000 for the period ending December 31, 2002. Net
income for 2003 was $222,000 compared to a loss of $8,377,000 for
2002. Earnings per share for 2003 were $0.31 compared to a loss of
$11.67 per share in 2002.

"2003 was a transition year for Greenbriar Corporation," said Gene
S. Bertcher, President and Chief Executive Officer. "We were able
to further and substantially reduce our operating losses compared
to prior years and finish the year with an overall profit,"
Bertcher stated.

On January 12, 2004, the Greenbriar Corporation filed a Form 8-K
incorporating a press release in which it disclosed that it the
Company had received a pre-assessment letter from the Internal
Revenue Service referencing Section 6700 of the Internal Revenue
Code. In it's Form 10-K for 2003 the Company said the following:

"In December 1991 the Company sold four nursing homes to a not-
for-profit corporation in exchange for tax exempt bonds issued on
behalf or the acquiring corporation by government authorities. The
bonds were issued in three lettered series. The aggregate
principal amount of the Series A bonds was $8,700,000, the
aggregate principal amount of the series B bonds was $1,000,000
and the aggregate amount of the series C bonds was $6,700,000.
Interest on the bonds was payable semi-annually. A nationally
recognized law firm opined that the interest on the bonds would be
tax-exempt.

In March 1992, pursuant to a plan promulgated and recommended by a
nationally recognized investment banking firm, the Series C bonds
were converted to zero coupon status and their value was enhanced
by substituting higher grade collateral. The substitute
collateral, which consisted of zero coupon U.S. Treasury
obligations, was placed in trust to defease the Series C bonds, in
exchange for the underlying mortgage. The Series C bonds were then
sold for approximately $47,000,000. A gain was recorded equal to
the proceeds received by the Company of $6,252,000 after deducting
transaction costs and the cost of the higher grade collateral. A
nationally recognized law firm opined that the defeasance of the
bonds would not adversely affect the tax exempt status.

In December 1992, again pursuant to a plan promulgated and
recommended by a nationally recognized investment banking firm,
the Series A bonds were converted to zero coupon status, their
value enhanced by substituting zero coupon U.S. Treasury
obligations as collateral and the collateral placed in trust in
exchange for the mortgage underlying the Series A bonds in a
transaction similar to the sale of the Series C bonds. The Series
A bonds were then sold for approximately $20,000,000. A gain was
recorded equal to the proceeds received by the Company of
$2,081,000 after deducting transaction costs and the cost of the
higher grade collateral.

On January 8, 2004 the Company was notified by the Internal
Revenue Service (IRS) in the form of a Section 6700 Pre-Assessment
Letter that the IRS was considering assessing penalties under
Section 6700 of the Internal Revenue Code as a result of the
Company's organization or assistance in connection with the
issuance and sale of the Series A and Series C bonds.

In general, Section 6700 of the IRS Code imposes a penalty on any
person or organization who organizes or assists in organizing an
entity or participates in the sale of any interest in an entity
and makes or furnishes or causes another person to make or furnish
a statement with respect to the allowably of any deduction, the
excludability of any income which the person knows or has reason
to know is false or fraudulent as to any material matter.

The penalty prescribed in Section 6700 is the lesser of 100% of
the gross income derived from the activity or $1,000 for each such
activity. Each entity or arrangement shall be treated as a
separate activity.

If it is ultimately determined that the Company is subject to a
fine that fine would be the lesser of $1,000 per activity or the
gross proceeds the Company received. Effectively the fine would be
calculated based upon a determination as to what constitutes an
activity. The IRS has informed the Company that the Series A and C
bonds were purchased by 266 individuals or entities. If the
penalty is computed by considering each sale an activity the
maximum exposure to the Company would be $267,000. However,
neither Section 6700 nor, to the Company's knowledge, relevant
authorities specify what constitutes an activity. The IRS has
indicated that the $1,000 per activity should be computed in a
manner other than the number of individuals who purchased the
bonds however they have not indicated to the Company any basis or
authority for their position. If the IRS's assertions as to the
number of activities exceeds 8,333 activities then the Company
believes the maximum exposure would be the total proceeds received
and income recorded of $8,333,000.

The transactions which the IRS is examining involved technically
complex financial and legal issues and were undertaken on the
advice of and reliance on the investment banking firm, the law
firms that issued the tax exempt bond legal opinions and other
professionals. The Company believed in 1992 and still believes
that its actions were appropriate in all respects.

The Company and the IRS are engaged in negotiations regarding
settling this twelve year old matter. However, there is no
assurance that any settlement will be achieved. In the absence of
a settlement, the Company intends to contest the IRS's position in
court. Any litigation may be expensive and time consuming.
However, if this matter is litigated the Company believes that it
will prevail on the merits. Should it not prevail in this matter
the Company intends to pursue actions against the professionals
who advised the Company regarding the sale of the bonds."

"In light of the uncertainties regarding the ultimate outcome of
this matter the auditors have included a going concern uncertainty
paragraph in their Report of Independent Certified Public
Accountants for the Financial Statements for the Year Ended
December 31, 2003," Bertcher further stated.


HAYES LEMMERZ: Resolves $226,834 Claim Dispute with Comalco
-----------------------------------------------------------
On June 25, 2003, Comalco Aluminum Limited asserted a $226,834
administrative expense claim against Hayes Lemmerz International,
Inc. The Reorganized Debtors objected to the Claim.  

To avoid substantial, uncertain and costly litigation over the
claim dispute, the parties stipulate and agree that:

   (a) The administrative expense claim is allowed for $226,834;

   (b) Comalco's administrative expense request and the
       Reorganized Debtors' objection to the Claim are resolved;
       and

   (c) The Reorganized Debtors and Comalco will bear their own
       costs with respect to all events relating to the Claim and
       the Objection.

The Court promptly approves the parties' stipulation. (Hayes
Lemmerz Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


HEALTHSOUTH CORP: Extends Consent Solicitations Through April 28
----------------------------------------------------------------
HEALTHSOUTH Corp. (OTC Pink Sheets: HLSH) today announced that it
is extending its solicitation of consents from holders of its
6.875% Senior Notes due 2005, 7.375% Senior Notes due 2006, 7.000%
Senior Notes due 2008, 8.500% Senior Notes due 2008, 8.375% Senior
Notes due 2011, 7.625% Senior Notes due 2012 and 10.750% Senior
Subordinated Notes due 2008 until 11:59 p.m., New York City Time,
on April 28, 2004. The consent solicitations, which commenced on
March 16, 2004, were previously scheduled to expire on 11:59 p.m.,
New York City Time, on April 13, 2004.

Joel C. Gordon, acting HEALTHSOUTH chairman of the board, said,
"We are extremely encouraged by the significant positive response
that we have received so far and we have decided to extend the
consent solicitations in order to allow all holders the
opportunity to participate."

                     About HEALTHSOUTH

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

                        *     *     *

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

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

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

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


I2 TECHNOLOGIES: Releasing First Quarter Results on April 22
------------------------------------------------------------
i2 Technologies, Inc., a leading provider of end-to-end supply
chain management solutions, announced its intention to release
earnings for the first quarter of 2004 on Thursday, April 22,
2004, after the close of the stock market.

Following the earnings release, Company management will host a
conference call. The call is scheduled to begin at 5:00 p.m. EDT.
A webcast of the event will be open to the public and can be
accessed via the company's Web site at http://www.i2.com/investor/   

An audio replay of the event will be available for approximately
24 hours following the call. To access the replay, dial 800-475-
6701 and enter pass code 728796. The webcast of the event will
also be archived via the company's Web site at
http://www.i2.com/investor/  

                           About i2

i2 -- whose December 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $255 million -- is a leading
provider of closed-loop supply chain management solutions. The
company designs and delivers software that helps customers
optimize and synchronize activities involved in successfully
managing supply and demand. i2's worldwide customer base consists
of some of the world's market leaders -- including seven of the
Fortune global top 10. Founded in 1988 with a commitment to
customer success, i2 remains focused on delivering value by
implementing solutions designed to provide a rapid return on
investment. Learn more at http://www.i2.com/


IVACO INC: Steelworkers Join Talks Tomorrow to Protect Pensions
---------------------------------------------------------------
United Steelworkers Ontario/Atlantic Director Wayne Fraser says
Steelworkers and pensioners in L'Orignal are fully behind the
union's position of protecting pensions and taking Ivaco to task
for its secrecy and its refusal to include the union in seeking
out a potential buyer.

Fraser said meetings will be held with Ivaco workers and
pensioners in London, Port Colborne and Mississauga on Saturday,
April 17.

"Hundreds of workers and pensioners are coming out to the meetings
because they know how crucial it is to have widespread support as
we face the company in court proceedings under the antiquated
Companies Creditors Arrangement Act (CCAA)," Fraser said. "They
also know that the union is the last line of defence against the
attack on their pensions.

"We are fed up with a process that excludes the legitimate role of
workers and their unions in moving forward towards a restructured
company," he said, adding that, despite the union's willingness to
have constructive dialogue, Ivaco Inc. "has consistently acted in
a high-handed, provocative and confrontational manner."

Fraser added that Steelworkers are being excluded from information
about potential purchasers of Ivaco because of the union's refusal
to sign confidentiality agreements. As well, the company is
refusing to uphold the collective agreement, an advantage granted
Ivaco by Judge James Farley in the initial order placing Ivaco
under CCAA protection.

"We have a responsibility to our membership to be as open as
possible, and the company, with the backing of the court, wants
the whole process to be conducted in secret," said Fraser.

Ivaco is still planning to seek court approval to pay huge
bonuses, worth hundreds of thousands of dollars to its senior
executives while failing to make pension contributions and
refusing to pay severance and termination pay to its laid-off
workers.

"The management of Ivaco is the problem, not the wages and
pensions of hard-working men and women."

The Saturday meetings begin at 11 a.m. at the Columbo Club in
Beachvile, near London.

The United Steelworkers represents about 1,000 Ivaco workers in
Ontario.


KWIK-N-NEAT INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kwik-N-Neat, Inc.
        7819 Pipers Creek
        San Antonio, Texas 78251

Bankruptcy Case No.: 04-52127

Type of Business: The Debtor provides Dry Cleaning & Laundry
                  Services.  See http://www.kwik-n-neat.com/

Chapter 11 Petition Date: April 6, 2004

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: David T. Cain, Esq.
                  Law Office of David T. Cain
                  9862 Lorene, Suite 200
                  San Antonio, TX 78216
                  Tel: 210-308-0388
                  Fax: 210-341-8432

Total Assets: $1,231,583

Total Debts:  $1,396,015

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      941 & 1120 Taxes          $704,405
Special Procedures-Insolvency
300 E. 8th Street, STOP
5026AUS
Austin, TX 78701

Dominion Advisory Group       Lease Agreement            $87,366

Marbach West Realty           Lease Agreement            $79,024

Dale Maness                   Lease Agreement            $72,600

Ironwood Partners, Ltd.       Lease Agreement            $64,800

Lymanco Properties            Lease Agreement            $61,500

Michael Shapprio              Lease Agreement            $26,250

Saermco, Wurzbach Plaza, Ltd  Breach of lease            $17,084

Laborde & Associates          Accounting Services        $16,417

Texas Comptroller of Public   Sales Taxes                $10,904
Accounts

Warfield, a General           Breach of lease            $10,728
partnership

Texas Workforce Commission    Abstract of Assessment      $7,617
                              thru 10/2003

City of San Antonio           Hazmat Incident             $5,983

Cynthia Cuevas                Lease Agreement             $4,800

American Advertising          Advertising Services        $4,650

Eagle Construction &          Services                    $3,740
Environmental

Register Tapes Unlimited      Advertising Services        $3,313

Adams & Polunsky              2001 & 2003 Tax             $2,476
                              Reduction Services

Phillip 66 Company            Fuel                        $2,210

ADT Security Services         Security Alarm                $780
                              Services


LIBERATE TECHNOLOGIES: Mulls Chapter 11 Filing to Resolve Debts
---------------------------------------------------------------
Liberate Technologies (OTC: LBRT), a leading provider of software
for digital cable systems, announced financial results for its
third fiscal quarter ended February 29, 2004.

Liberate's revenues for its third fiscal quarter were $1.7
million, compared to $5.3 million for the same quarter of the
prior fiscal year. Before offsets for amortization of deferred
costs related to warrants, revenues were $2.6 million for the
third quarter and $6.6 million for the same quarter of the prior
fiscal year. The net loss for the quarter was $7.5 million, or
$0.07 per share, compared to a loss of $26.1 million, or $0.25 per
share, for the same quarter of the prior fiscal year.

As of February 29, 2004, Liberate had cash and short-term
investments of $222.3 million, a decrease of $9.0 million during
the quarter. In addition to cash and short-term investments, the
Company had $10.9 million in restricted cash held as security for
office leases.

The Company is considering filing under Chapter 11 of the U.S.
Bankruptcy Code to further strengthen its financial position and
significantly reduce its cost structure, and emerge as a stronger
company to deliver products and services to its customers. The
Company currently has a number of potential liabilities and
exposures, including those arising from leases on excess
facilities in San Carlos, California and in the United Kingdom,
claims from former employees, equipment leases, outstanding
contracts with certain vendors and licensees, and pending
shareholder and patent litigations. The Company is continuing its
efforts to reach consensual resolution of many of these
liabilities. However, if these liabilities cannot be resolved, the
Company is considering seeking the benefits of filing under
Chapter 11 to complete its restructuring. For example, the Company
believes that a Chapter 11 filing would allow the Company to
reduce substantially its lease obligations on excess office space,
as lease claims in bankruptcy for rejected leases are limited to
rent for the greater of 12 months or 15% of the balance of the
term not exceeding three years. The savings to the company in
connection with leases rejected in a Chapter 11 proceeding could
total approximately $38.0 million.

In the event the Company determines to move forward with a Chapter
11 filing, the Company intends to file a proposed Plan of
Reorganization that would pay 100% of all valid claims. The
Company plans to seek prompt approval of such Plan of
Reorganization in order to emerge from Chapter 11 within a period
of 4 to 6 months. In a Chapter 11 proceeding, the Company would
continue to execute on its business plan, including continued
compliance with active contracts with customers and vendors, and
service and support of its customers and their cable subscribers.
Given the Company's cash position, coupled with the workforce and
expense reductions implemented last year, the Company expects to
have ample working capital to operate its business in usual course
and continue to expand its business. At this time, Liberate
continues to evaluate restructuring alternatives, and has not made
a final decision on whether to pursue a Chapter 11 reorganization.

"We will continue efforts, as part of our restructuring plan, to
resolve our outstanding liabilities. However, if we cannot reach
an appropriate resolution in the coming weeks, we believe it may
well be in the best interests of our shareholders, employees and
customers to proceed with a Chapter 11 filing," said David
Lockwood, Chairman and CEO of Liberate. "Regardless of a financial
restructuring to reduce our liabilities, we will continue to
execute on our business plan, investing in the development of our
technology platform and delivering our products and services to
existing customers. In addition, we will continue to aggressively
market to new customers in order to grow revenues."

                  About Liberate Technologies

Liberate Technologies is a leading provider of software for
digital cable systems. Based on industry standards, Liberate's
software enables cable operators to run multiple services --
including High-Definition Television, Video on Demand, and
Personal Video Recorders -- on multiple platforms. Headquartered
in San Mateo, California, Liberate has offices in Ontario, Canada,
and the United Kingdom.


IT GROUP: United Rentals Presses for $372,175 Admin. Claim Payment
------------------------------------------------------------------
Richard W. Riley, Esq., at Duane Morris LLP, in Wilmington,
Delaware, relates between the dates of January 15, 2002 and
May 28, 2002, United Rentals, Inc. continued to provide rental
equipment to the IT Group, Inc. Debtors on a postpetition basis.  

The rental equipment United Rentals provided was necessary for
the preservation of the Debtors' estates, and inured to the
benefit of the Debtors' estates, in that it permitted the Debtors
to continue to complete their work on various construction
projects, and ultimately either receive payment from the owners
for the work performed, or alternatively sell the contract to the
Shaw Group, which ultimately assumed some of the Debtors'
contractual obligations.

Mr. Riley points out that the Debtors incurred rental equipment
expenses totaling $372,175, which is due and owing to United
Rentals, for rental equipment provided between the Petition Date
and May 28, 2002.

United Rentals, therefore, asks the Court to compel the Debtors
to pay its $372,175 administrative expense claim.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com-- together with its 92 direct and  
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on January 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom, represents the Debtors in their restructuring
efforts.  On September 30, 2001, the Debtors listed $1,344,800,000
in assets and 1,086,500,000 in debts. (IT Group Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


MANUFACTURED HOUSING: S&P's Sub. B-1 Class Rating Falls to D
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
subordinate B-1 class of Manufactured Housing Contract
Senior/Subordinate Pass-Through Trust 2000-2 to 'D' from 'CCC-'.

The lowered rating reflects the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investment. This transaction reported an
outstanding liquidation loss interest shortfall for the B-1 class
on the April 2004 payment date. Standard & Poor's believes that
interest shortfalls for this deal will continue to be prevalent in
the future, given the adverse performance trends displayed by the
underlying pool of collateral, as well as the location of B-1
writedown interest at the bottom of the transaction payment
priorities (after distributions of senior principal). In addition,
the high level of monthly losses has caused the complete principal
writedown on the B-1 class, resulting in the partial principal
writedown of the M-2 class.


MERCY HOSPITAL: S&P Lowers Bond Rating to BB- with Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating two notches
to 'BB-' from 'BB+' on the Erie County Industrial Development
Agency, N.Y.'s bonds, issued for Mercy Hospital of Buffalo. The
outlook is stable.

"The lower rating reflects an extremely weak balance sheet
evidenced by declining liquidity and continued equity transfers
out of the organization," said Standard & Poor's credit analyst
Charlene Butterfield.

Factors that support the rating include membership in Catholic
Health System, a regional system in the Buffalo area that provides
system-level oversight, management, and access to liquidity that
Mercy may not be able to access on its own; improved operations
generating adequate debt service coverage; and increasing business
volumes.

The bonds are secured by a revenue pledge of Mercy. Mercy is a
member of Catholic Health System Inc., a Buffalo-based
organization with five hospitals and a number of long-term-care
facilities. Catholic Health East, Ascension Health, the Franciscan
Sisters of Saint Joseph, and the Diocese of Buffalo jointly
sponsor the system. The sponsors retain some reserved powers, with
Catholic Health East retaining the ultimate ability to control
management if necessary.

The former developing outlook reflected the possibility that the
rating would go up if Catholic Health East (rated 'A') executed a
guarantee agreement on Mercy's behalf, and the possibility that
the rating would go down if the guarantee agreement were not
signed. The guarantee was not completed and there is no intention
at this time to revisit the guarantee idea.

Business volumes at Mercy have been steadily increasing since the
phased closure of Our Lady of Victory, which began in 2000. Our
Lady of Victory is also a Catholic Health System member. To
accommodate the growth in surgical volumes, Mercy has begun the
expansion of its operating unit, which is to be completed sometime
in 2004. Mercy is planning a $9 million-$10 million debt issue in
late 2004 to reimburse its prior expenditure for the $3 million
operating unit expansion and refinance a portion of its
outstanding debt, including the rated debt. To foster the
growth in volumes, Mercy plans to recruit orthopedic and general
surgeons, as well as interventional cardiologists and intensivists
by the end of 2004.


MIRANT: Creditors' Panel Wants to Examine The Southern Company
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant
Corporation seeks the Court's authority, pursuant to Rule 2004 of
the Federal Rules of Bankruptcy Procedure, to examine The
Southern Company.

Jason S. Brookner, Esq., at Andrews & Kurth LLP, in Dallas,
Texas, tells the Court that the Committee desires to investigate
Southern Company's divestiture of Mirant Corporation.  The
Committee intends to conduct this investigation to determine
whether Mirant has claims against Southern Company in connection
with the divestiture.

Attorneys for the Committee and for Southern Company have already
conferred and agreed on a procedure and schedule for production
of documents and for a Rule 2004 examination of a Southern
Company representative.

                   Equity Committee Objects

The investigation that the Mirant Creditors Committee seeks to
conduct relates to a potentially crucial issue of common concerns
to all three official committees.  The Equity Committee believes
that no one committee or the Debtors should be authorized to
proceed independently on this matter.  Any such investigation
should be conducted collaboratively and coordinated among the
three committees and the Debtors.  Each of the committees and the
Debtors should be entitled to participate meaningfully in the
investigation in a coordinated, cost-effective and reasonable
manner.  Each committee and the Debtors should be equal
participants, and not just bystanders in this investigation,
which should be conducted in a manner to both maximize its
benefit to the estates and to minimize the costs thereof.

             Debtors Are Not in Favor of Examination

Robin Phelan, Esq., at Haynes and Boone LLP, in Dallas, Texas,
tells the Court that the Debtors are stunned by the Mirant
Creditors Committee's request.  As the Mirant Creditors Committee
is well aware, the claims they seek to investigate belong to the
Debtors and constitute potentially valuable assets of the
Debtors' estates.  Moreover, the right to exclusively prosecute
those claims lies with the Debtors.  Should there be a valid
basis for asserting claims against Southern, the Debtors have
every intention of pursuing them aggressively and to the fullest
extent permitted by law with the appropriate input from all
interested constituencies.

The Debtors have no desire to waive their work product and reveal
the scope and extent of their own investigation of Southern at
this time.  For several months, the Debtors have been
investigating all potential claims against Southern and have
begun the process of employing appropriate procedures for
evaluating the collected data, including the establishment of a
review committee on Mirant's Board of Directors comprised
entirely of disinterested directors.  To the extent that the
Mirant Creditors Committee had ever asked, the Debtors would have
gladly revealed the full extent of their efforts under existing
joint defense and prosecution arrangements.

Instead, Mr. Phelan relates, the Mirant Creditors Committee, with
no explanation whatsoever, unilaterally sought not only to
duplicate the Debtors' efforts, but also to appropriate unto
itself the critical strategic decisions regarding:

   (i) when to disclose potential litigation;

  (ii) when and which documents to seek in advance of a
       potential litigation;

(iii) when and from whom to seek depositions in advance of
       filing a complaint; and

  (iv) how to sequence party and non-party depositions to best
       advantage of the Debtors' cases.

Mr. Phelan points out that there is, and can be, no dispute that
Section 1103 of the Bankruptcy Code and Rule 2004 of the Federal
Rules of Bankruptcy Procedure provide all official committees
with broad powers to investigate matters affecting a bankruptcy
estate.  However, it is not without limits.  A committee is not
permitted:

   -- to seize control of litigation that may inure to the
      benefit of all;

   -- to bypass the requirement established by the Fifth
      Circuit in "Louisiana World Exposition" for exercising
      dominion and control over estate causes of action; and

   -- discovery that interfere with the Debtors' proper efforts
      to preserve and protect assets of their estates.

To protect their estates from potentially irreparable harm, the
Debtors ask the Court to deny the Mirant Creditors Committee's
request.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MJ RESEARCH: Wants to Continue Hiring Ordinary Course Profs.
------------------------------------------------------------
MJ Research, Incorporated seeks emergency approval from the U.S.
Bankruptcy Court for the District of Nevada, to continue the
employment of the professionals it utilizes in the ordinary course
of its businesses.

The Debtor reports that it customarily retains the services of
various attorneys, accountants, consultants, appraisers, insurance
advisors and other professionals to represent them in matters
arising in the ordinary course of business

The Debtor desires to retain the Ordinary Course Professionals
without the necessity of a formal retention application and
compensate the professionals for postpetition services rendered.

The ordinary course professionals provide services relating to:

      (i) tax preparation and other tax advice;

     (ii) consulting regarding business development;

    (iii) legal advice with respect to routine litigation and
          real estate issues;

     (iv) employee relations; and

      (v) other matters requiring the expertise and assistance
          of professionals.

The Debtor point out that in light of the number of Ordinary
Course Professionals involved, it would be impractical and
inefficient if the Debtor were forced to submit individual
applications and proposed retention orders to the Court for each
such Ordinary Course Professional.

If the Debtor is forced to replace its existing Ordinary Course
Professionals with others who lack the expertise and background
knowledge of the Debtor's operations, the estate undoubtedly will
incur significant and unnecessary expense related to transition
costs.

The Debtor proposes that it be permitted to pay, without formal
application to the Court by any Ordinary Course Professional, 100%
of the fees and costs to each of the Professionals upon the
submission of an appropriate invoice setting forth in detail the
nature of the services rendered after the Petition Date, provided
that such fees and disbursements do not exceed a total of $20,000
per month per Ordinary Course Professional.

Headquartered in Reno, Nevada, MJ Research, Incorporated
-- http://www.mjr.com/-- is a leading biotechnology company  
specializing in the instrument and reagent technology needed for
modern biological research.  The Company filed for chapter 11
protection on March 29, 2004 (Bankr. D. Nev. Case No. 04-50861).
Jennifer A. Smith, Esq., at Lionel Sawyer & Collins 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.


M-WAVE INC: Addresses Auditor's Going Concern Qualification
-----------------------------------------------------------
On April 8, 2004, M-Wave, Inc. (Nasdaq:MWAV) filed its Form 10-K
for the year ended December 31, 2003 with the Securities and
Exchange Commission. Included in the Form 10-K are consolidated
financial statements of the Company that are audited by Grant
Thornton LLP, independent auditors, for the year ended December
31, 2003.

Grant Thornton LLP has issued an opinion with respect to the
financial statements that raises substantial doubt about the
Company's ability to continue as a going concern and references in
that respect Note 3 to the financial statements.

In particular, the opinion states: "As discussed in Note 3 to the
financial statements, the Company incurred a loss during year
ended December 31, 2003, and as of that date, the Company's
current liabilities exceeded its current assets. These factors,
among others, as described in Note 3, raise substantial doubt
about the Company's ability to continue as a going concern. The
2003 financial statements do not include any adjustments that
might result from the outcome of this uncertainty."

In response to the opinion, Jim Mayer, Managing Member of Credit
Support International, LLC, Chief Restructuring Advisor to M-
Wave's Board of Directors, commented: "We clearly understand that
as of December 31, 2003 the impact of our restructuring was not
evident. However, as publicly disclosed in press releases and
related SEC filings beginning in February 2004 and as a subsequent
event in the Company's 2003 Form 10-K Report filed last week, M-
Wave is effecting a significant restructuring of its operations
and financial condition. In particular, the Company changed its
business model to cease domestic manufacturing, which had become
unprofitable, in favor of providing domestic and offshore supply
chain management services to its customers; sold its manufacturing
assets; paid all its bank term debt; reduced by 83% its delinquent
vendor debt, that was originally $3.1 million and is scheduled to
be fully paid by May 31, 2004 and closed on an accounts receivable
purchase facility March 31, 2004, providing for funding of up to
$2.5 million with Silicon Valley Bank. These factors, combined
with a general upswing in our printed circuit board business, give
us confidence that M-Wave will have sufficient capital resources
to successfully complete the restructuring during fiscal year
2004."

                        About M-Wave, Inc.

Established in 1988 and headquartered in the Chicago suburb of
West Chicago, Illinois, M-Wave is a value-added service provider
of high performance circuit boards. The Company's products are
used in a variety of telecommunications and industrial electronics
applications.

M-Wave services customers like Federal Signal on digital products
and Celestica -- Nortel and Remec with its patented bonding
technology, Flexlink IITM, and its supply chain management
services including Virtual Manufacturing (VM) and the Virtual
Agent Procurement Program (VAP) whereby customers are represented
in Asia either on an exclusive or occasional basis in sourcing and
fulfilling high volume and technology circuit board production in
Asia through the Company's Singapore office.

The Company trades on the Nasdaq National market under the symbol
"MWAV." Visit the Company on its web site at www.mwav.com.

            About Credit Support International (CSI)

Established in 1991 by a European-American joint venture between
Groupe Warrant of Belgium and DiversiCorp, Inc. of Dallas, Texas,
CSI provided cross-border collateral control that linked lenders
to their assets located both inside the U.S. and Western Europe.
In 1998, CSI was split off from the two partner companies and
evolved into a specialized consulting firm devoted to transitional
and troubled middle market companies. Jim Mayer, its Managing
Member, has 18 years of experience including 12 years as CEO of
DiversiCorp, Inc. and has managed or directed more than 50
engagements with troubled companies and provided a variety of
services directly to clients including: due diligence, workout,
collateral control, corporate restructuring, bankruptcy support,
cross-border secured finance and interim management. Mayer has
served on several boards of directors including the Turnaround
Management Association.


NANOGEN INC: Plans to Buy SynX Pharma for $12.2 Million
-------------------------------------------------------
On February 9, 2004, Nanogen, Inc. entered into a Combination
Agreement with SynX Pharma Inc.  whereby the Company plans to
acquire SynX for approximately Canadian $16.3 million
(approximately U.S.$12.2 million) in an all-stock transaction by
way of a court-approved plan of arrangement. The transaction is
subject to the approval of holders of SynX common shares and
debentures, court approval and other customary closing conditions.

Nanogen currently develops and commercializes molecular
diagnostics products and tests for the gene-based testing market
for sale primarily in the United States, Europe and the Pacific
Rim. For more information, go to http://www.nanogen.com/

In its Form 10-K For the fiscal year ended December 31, 2003,
Nanogen Inc, reports:

"We expect that our existing capital resources, combined with
$33.7 million in gross proceeds from the sale of the Company's
common stock in March 2004, and anticipated revenues from
potential product sales, reagent rentals, leases or other types of
acquisition programs for the NanoChip System, sponsored research
agreements, contracts and grants will be sufficient to support our
planned operations, including an estimated investment of
approximately $6-8 million related to the pending acquisition of
SynX and wind down costs related to our joint venture, Nanogen
Recognomics, through at least the next eighteen months. This
estimate of the period for which we expect our available sources
of liquidity to be sufficient to meet our capital requirements is
a forward-looking statement that involves risks and uncertainties,
and actual results may differ materially.

"Our future liquidity and capital funding requirements will depend
on numerous factors including, but not limited to, commercial
success of our products, or lack thereof, the extent to which our
products under development are successfully developed and gain
market acceptance, the timing of regulatory actions regarding our
potential products, the costs and timing of expansion of sales,
marketing and manufacturing activities, prosecution and
enforcement of patents important to our business and any
litigation related thereto, the results of clinical trials,
competitive developments, and our ability to maintain existing
collaborations and to enter into additional collaborative
arrangements.

"We have incurred negative cash flow from operations since
inception and do not expect to generate positive cash flow to fund
our operations for at least the next several years. We may need to
raise additional capital to fund our research and development
programs, to scale-up manufacturing activities and expand our
sales and marketing efforts to support the commercialization of
our products under development. Additional capital may not be
available on terms acceptable to us, or at all. If adequate funds
are not available, we may be required to curtail our operations
significantly or to obtain funds through entering into
collaborative agreements or other arrangements on unfavorable
terms. Our failure to raise capital on acceptable terms when
needed could have a material adverse effect on our business,
financial condition or results of operations."


NATIONAL CENTURY: Proposes Modifications to 4th Amended Plan
------------------------------------------------------------
Pursuant to Section 1127(a) of the Bankruptcy Code and Rule 3019
of the Federal Rules of Bankruptcy Procedure, National Century
Financial Enterprises, Inc. seeks the Court's authority to modify
the Fourth Amended Joint Plan of Liquidation Plan and deem that
the Modifications be accepted by all creditors who previously
accepted the Plan.

The proposed Modifications are:

A. Clarifications Regarding the Debtors' Estates

   Several provisions of the Plan, including Sections I.A.36,
   III.A.1, IV.B.4.a, IV.C.2, IV.C.4.a and IV.D.4.a., would be
   modified to clarify that they apply to the Debtors' Estates,
   in addition to the Debtors.

B. Distribution Record Date

   Because the Debtors sought a waiver in the Confirmation Order
   of the 10-day stay period pursuant to Rule 3020(e) of the
   Federal Rules of Bankruptcy Procedure, the definition of
   "Distribution Record Date" in Section I.A.49 of the Plan would
   be modified to be the first Business Day after the
   Confirmation Date.

C. NPF XII Initial Restricted SPV Funds Distribution

   The definition of the amount of the "NPF XII Initial
   Restricted SPV Funds Distribution" inadvertently did not
   include an adjustment for funds that will have been used as
   cash collateral prior to the Effective Date, and thus will not
   be available for distribution.  

D. Priority Tax Claims

   In response to the objections filed by the State of Ohio and
   the Internal Revenue Service, Section III.A.2.a of the Plan
   will be modified to:

      (a) shorten to quarterly the interval of payments to  
          holders of Allowed Priority Tax Claims; and

      (b) adjust from the effective yield of the three-month
          treasury bill sold at the auction immediately
          proceeding the Effective Date to the statutory rate for
          unpaid taxes under applicable non-bankruptcy law the
          interest rate paid on the claims.

E. Restructuring Transactions

   Section IV.A.1.b of the Plan would be modified to reflect
   certain changes in the Restructuring Transactions that will
   occur on the Effective Date, to achieve a post-Effective Date
   structure that is intended to help ensure preservation of the
   Estates' Claims for the benefit of the Debtors' creditors.

F. Transactions in Furtherance of Plan

   In accordance with the Modifications to Section IV.A.1.b of
   the Plan, Section IV.A.3.a of the Plan would be modified to
   indicate the actions the Trustees may take in implementing the
   Plan, including their designation, to the extent necessary or
   appropriate, as the Estates' representative, pursuant to
   Section 1123(b)(3)(B) of the Bankruptcy Code.

G. Constituent Documents and Directors and Officers of the
   Debtors

   Section IV.A.5 of the Plan would be added to provide for the
   amendment of the Debtors' constituent documents and the
   appointment by the Unencumbered Assets Trustee of directors
   and officers of the Debtors after the Effective Date.

H. Limitation of Liability

   Section XIII.B of the Plan would be modified to conform with
   the provisions set forth in Section IV.E.3 of the Plan and to
   limit the releases therein provided to parties related to the
   Debtors.

A free copy of the proposed modifications to the Debtors' Fourth
Amended Plan of Liquidation is available at:

   http://bankrupt.com/misc/natlcent4thplan_modifications.pdf

Charles M. Oellermann, Esq., at Jones Day Reavis & Pogue, in
Chicago, Illinois, asserts that under Section 1127(a), a plan
proponent may modify its plan prior to confirmation so long as
the modified plan meets the requirements of Sections 1122 and
1123 of the Bankruptcy Code.

Bankruptcy Rule 3019 provides that:

   "In a chapter 9 or chapter 11 case, after a plan has been
   accepted and before its confirmation, the proponent may file a
   modification of the plan.  If the court finds after hearing on
   notice to the trustee, any committee appointed under the Code,
   and any other entity designated by the court that the proposed
   modification does not adversely change the treatment of the
   claim of any creditor or the interest of any equity security
   holder who has not accepted in writing the modification, it
   shall be deemed accepted by all creditors and equity security
   holders who have previously accepted the plan."

Mr. Oellermann notes that the Plan, with the Modifications, meets
the requirements of Sections 1122 and 1123.  Moreover, the
Modifications do not adversely change the treatment under the
Plan of the claim of any creditor of, or the interest of any
equity security holder in, the Debtors.  

The Debtors also ask the Court to schedule the hearing on the
proposed Modifications at the beginning of the Confirmation
Hearing scheduled to commence today, April 14, 2004.

                       CSFB, et al. Object

Credit Suisse First Boston LLC, Credit Suisse First Boston, New
York Branch, JPMorgan Chase Bank, Bank One, N.A. and Deloitte &
Touche complain that "[t]he new language remains confusing and
the modified plan provisions may continue to unfairly and
impermissibly impair setoffs, counterclaims and defenses of CSFB,
et al., but in new and different ways."  According to Sherri
Blank Lazear, Esq., at Baker & Hostetler, in Columbus, Ohio, the
modifications affect provisions that:

   -- are of substantial importance to CSFB, et al.;

   -- may involve very substantial sums; and

   -- are quite complex and difficult to interpret.

After the adjournment of the initially scheduled Confirmation
Hearing, the Debtors' counsel engaged in lengthy discussions with
counsel for certain third party objectors in an effort to resolve
the objections made to the release, injunction and setoff
provisions of the Plan.  After weeks of apparent effort to reach
an agreement, Ms. Lazear contends, the modifications represent an
abrupt repudiation of those discussions and an attempt by the
Debtors to move in an entirely different direction.  

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader  
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEUROLOGIX INC: Liquidation Plan Raises Going Concern Doubt
-----------------------------------------------------------
Effective February 10, 2004, pursuant to an Agreement and Plan of
Merger dated August 13, 2003, and amended by Amendment No. 1 to
Agreement and Plan of Merger dated November 14, 2003, between
Change Technology Partners, Inc., CTP/N Merger Corp. (Merger Sub),
a wholly-owned subsidiary of CTP, and Neurologix, Inc., Merger Sub
was merged with and into Old Neurologix, with Old Neurologix
continuing as the surviving corporation and becoming a wholly-
owned subsidiary of the Company. As a result of the Merger, the
Company changed its name to Neurologix, Inc., Old Neurologix
changed its name to Neurologix Research, Inc. and the shareholders
of Old Neurologix now own approximately 68% of the Company's
outstanding capital stock.   

On February 20, 2004, the Audit Committee of the Board of
Directors engaged the accounting firm of J.H. Cohn LLP, Old
Neurologix' historical independent accountants, to replace the
firm of KPMG LLP, the Company's independent accountants as of the
date of the merger. KPMG did not resign or decline to stand for
re-election, but was dismissed on February 23, 2004 as part of the
change of control to allow the appointment of J.H. Cohn as the
Company's principal accountants.   

The audit report of KPMG for the audit of the consolidated
financial statements as of December 31, 2001 and 2002 and for the
two years ended December 31, 2002, dated March 27, 2003, contained
two explanatory paragraphs.   

The first explanatory paragraph referred to the Company's change
in its method of accounting for goodwill and other intangible
assets, in 2002.

The second explanatory paragraph referred to the uncertainty of
the Company to continue as a going concern. As discussed, the
Company adopted a plan of liquidation and dissolution that raises
substantial doubt about its ability to continue as a going
concern.


NORTHEAST GENERATION: S&P Lowers Senior Secured Bond Rating to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Northeast
Generation Co.'s senior secured bonds to 'BB+' from 'BBB-'. The
outlook remains negative.

Select Energy and NGC are affiliates, both owned 100% by Northeast
Utilities (NU; BBB+/Negative/--). Select Energy buys the power
produced by NGC under a three-year contract. The rating action
reflects the near-term expiration of the Select Energy contract
and the potential that Select Energy may not extend the contract
on terms favorable to the NGC bondholders. Under Standard & Poor's
long-term gas price assumption of $3.25 per million BTU, NGC's
stand-alone operations do not support an investment-grade rating.
Under a low gas price merchant scenario, debt service coverage
ratios could fall to 1x. It should be noted that while Standard &
Poor's rates the NU companies on a consolidated basis, NGC has
been somewhat separated from the consolidation given that it has
non-recourse debt and could, in the future, represent an asset
that does not have strategic value to NU, depending on the
company's long-term strategy.

"Currently, Standard & Poor's believes that NGC represents an
important asset to support Select Energy's retail and wholesale
marketing business, and that is why the ratings are not totally
de-linked," said credit analyst Arleen Spangler.

NGC, an indirect wholly owned subsidiary of NU, owns, operates,
and maintains a portfolio of 1,292 MW of generating assets and
firm capacity located in the New England region. The assets
comprise various generating resources, the majority of which are a
1,080 MW pumped storage facility and several conventional hydro
stations.


NOVA CHEMICALS: Board of Directors Declares Quarterly Dividends
---------------------------------------------------------------
Notice is hereby given that the Board of Directors of NOVA
Chemicals Corporation has declared the following quarterly
dividend, payable on the 15th day of August, 2004, to shareholders
of record at the close of business on the 30th day of July, 2004.

    Common Shares, Dividend No. 41
    Dividend of $0.10 per share on the outstanding Common Shares.

For further information: R. E. J. Kemle, Assistant Corporate
Secretary, (403) 750-3834

NOVA Chemicals (S&P, BB+ Long-Term Corporate Credit Rating,
Positive) is a focused, commodity chemical company that
produces ethylene, polyethylene, styrene monomer and styrenic
polymers, which are used in a wide range of consumer and
industrial goods. NOVA Chemicals manufactures its products at 18
operating facilities located in the United States, Canada,
France, the Netherlands and the United Kingdom. The company also
has five technology centers that support research and development
initiatives. NOVA Chemicals Corporation shares trade on the
Toronto and New York stock exchanges under the trading symbol
NCX. Visit NOVA Chemicals on the Internet at
http://www.novachemicals.com/


ORIENTAL AUTOMOTIVE: Demetrius & Co Replaces ATA Group as Auditors
------------------------------------------------------------------
On February 27, 2004, Oriental Automotive Parts Development
(China) Co., Ltd. engaged Demetrius & Co., LLC as its independent
auditors for the year ended December 31, 2003 to replace the firm
of ATA CPA Group, LLC, (formerly Grace T. Fan, CPA, LLC) who
resigned to serve as the Company's independent public accountants
on February 27, 2004.  Following the engagement, Demetrius & Co,
LLC will audit the Company's financial statements as of, and for,
the year ended December 31, 2003 and will respond to the comments
of the Securities and Exchange Commission in connection with the
Company's filing on a registration statement on Form SB-2.

The decision to accept ATA's resignation and engage Demetrius &
Co., LLC as the Company's independent auditors was approved by the
Board of Directors of the Company on February 27, 2004.

ATA issued a going concern statement on its report on the
Company's financial statements for the period from August 30, 2002
to September 30, 2002.


ORION TELECOMMUNICATIONS: Has Until June 1 to File Schedules
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
gave Orion Telecommunications Corp., an extension to file its
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtor has until June
1, 2004 to file its Schedules of Assets and Liabilities and
Statement of Financial Affairs.

Headquartered in New York, New York, Orion Telecommunications
Corp. -- http://www.oriontelecommunications.com/-- is a market-
leading manufacturer and distributor of telecommunication
services.  The company filed for chapter 11 protection on April 1,
2004 (Bankr. S.D.N.Y. Case No. 04-12203).  
Frank A. Oswald, Esq., at Togut, Segal & Segal LLP represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $16,347,957 in total
assets and $97,588,754 in total debts.


ORION TELECOMMUNICATIONS: Hires Togut Segal as Attorneys
--------------------------------------------------------
Orion Telecommunications Corp., seeks the approval of the U.S.
Bankruptcy Court for the Southern District of New York, to employ
Togut, Segal & Segal LLP as its bankruptcy counsel.

The Debtor points out that they need the services of a bankruptcy
counsel to render legal services relating to the administration of
these chapter 11 cases and the issues that may arise from the
management and operation of the Debtor's business.

Specifically, the Debtor expects Togut Segal to:

   a) assist in the preparation of financial statements,
      schedules of assets and liabilities, statement of
      financial affairs, and other reports and documentation
      required by the Bankruptcy Code and the Bankruptcy

   b) representing the Debtor at hearings on matters pertaining
      to their affairs as debtor-in-possession;

   c) prosecute and defend litigated matters that may arise
      during this chapter 11 case;

   d) negotiate, formulate, and confirm a plan of reorganization
      for the Debtor;

   e) counsel and represent the Debtor concerning the assumption
      or rejection of executory contracts and leases,
      administration of claims, and numerous other bankruptcy
      related matters arising from this case; and

   f) perform such other bankruptcy services that are desirable
      and necessary for the efficient and economic
      administration of this chapter 11 case.

Albert Togut, Esq., reports that his firm will bill the Debtor its
current hourly rates ranging from:

         Designation                Billing Rate
         -----------                ------------
         partners                   $590 to $720 per hour
         associates                 $195 to $505 per hour
         paralegals and law clerks  $115 to $180 per our

Headquartered in New York, New York, Orion Telecommunications
Corp. -- http://www.oriontelecommunications.com/-- is a market-
leading manufacturer and distributor of telecommunication
services.  The company filed for chapter 11 protection on April 1,
2004 (Bankr. S.D.N.Y. Case No. 04-12203).  
Frank A. Oswald, Esq., at Togut, Segal & Segal LLP represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $16,347,957 in total
assets and $97,588,754 in total debts.


PACIFIC GAS: Judge Issues Proposed Decision on General Rate Case
----------------------------------------------------------------
On April 6, 2004, a proposed decision was issued in Pacific Gas
and Electric Company's 2003 general rate case pending at the
California Public Utilities Commission.  Dinyar B. Mistry, PG&E
Vice-President and Controller, explains that the 2003 GRC
determines the amount of authorized base revenues PG&E can
collect from customers to recover its basic business and
operational costs for electricity and natural gas distribution
operations and for electricity generation operations for 2003 and
succeeding years.  The administrative law judge's proposed
decision would approve the July 2003 and September 2003
settlement agreements reached among PG&E and various consumer
groups to set PG&E's 2003 revenue requirements for its
electricity generation and electricity and natural gas
distribution operations.  The proposed decision would approve the
terms of the settlement agreements that provide for an attrition
adjustment in 2004, 2005 and 2006 based on changes in the
Consumer Price Index, except the ALJ recommends that the
settlement agreements be modified to delete the provision for a
minimum attrition adjustment amount in each year.

If the proposed decision is adopted by the CPUC, Mr. Mistry says,
PG&E's total 2003 revenue requirements, as provided in the
settlement agreements, would be set at approximately:

   * $2.5 billion for electric distribution operations,
     representing a $236 million increase over the current
     authorized amount;
  
   * $927 million for natural gas distribution operations,
     representing a $52 million increase over the current
     authorized amount; and

   * $912 million for electricity generation operations,
     representing a $38 million increase over the current
     authorized amount.

In addition, under the proposed decision, if PG&E forecasts a
second refueling outage at the Diablo Canyon nuclear power plant
in any one year the generation revenue requirement would be
increased to reflect a fixed revenue requirement of $32 million
per refueling outage, adjusted for changes in the CPI in the
manner described in the proposed decision.

According to Mr. Mistry, the proposed minimum attrition
adjustments for electricity and natural gas distribution revenue
requirements for 2004, 2005 and 2006 are 2.00 percent, 2.25
percent and 3.00 percent.  The proposed minimum attrition
adjustments for electricity generation revenue requirements for
2004, 2005 and 2006 are 1.50 percent, 1.50 percent and 2.50
percent.  If the proposed decision is adopted, the aggregate
attrition adjustment for 2004 would be approximately $61 million
based on the actual change in the CPI of 1.4 percent.  "This
would reflect a reduction of approximately $21 million compared
to the Utility's November 2003 request for approximately $82
million (excluding the $32 million allowance for a second
refueling outage in 2004) based on the proposed minimum attrition
adjustments," Mr. Mistry says.  If the proposed decision is
adopted and the actual changes in the CPI for 2005 and 2006 are
less than the proposed minimum attrition adjustment amounts for
those years, the actual attrition adjustment amounts in 2005 and
2006 would be less than the amounts would have been under the
settlement agreements.

Mr. Mistry adds that the proposed decision also would authorize
the establishment of new balancing accounts, effective January 1,
2004, to ensure that PG&E recovers its authorized revenue
requirements regardless of the level of sales.

The proposed decision would reject the Utility's request for
approximately $75 million in additional revenue requirements to
fund a pension contribution.

If adopted, the proposed decision would be retroactive to
January 1, 2003.  Comments on the proposed decision are due on
April 26, 2004 and reply comments are due on May 3, 2004.  PG&E
Corporation and PG&E are unable to predict whether the proposed
decision will be adopted by the CPUC.  If the CPUC does not
approve the settlement agreements, PG&E's ability to earn its
authorized rate of return for the years until the next GRC would
be adversely affected.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts. (Pacific Gas Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PALMS AT WATERS: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Palms At Waters Edge
        655 Loop 337, #402
        New Braunfels, Texas 78130

Bankruptcy Case No.: 04-51709

Type of Business: Real Estate.

Chapter 11 Petition Date: March 23, 2004

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: R. Glen Ayers, Jr.
                  Langley and Banack, Inc.
                  745 East Mulberry, 9th Floor
                  San Antonio, TX 78212
                  Tel: 210-736-6600
                  Fax: 210-735-6889

Total Assets: $3,675,000

Total Debts:  $1,145,000

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wylie A. Eaton                Salaries                  $404,000
655 Loop 337, #402
New Braunfels, TX 78130

Andrew D. Thomas              Legal Fees                 $65,000

Henry Grun, Jr.               Legal Fees                 $35,000

Pat H. Symons                 Work Performed             $18,000

Kathleen Peterson, et al.     Money Borrowed              $5,000

William Lund, et al.                                          $0

Gregory T. Perkes             Notice Only                     $0


PARMALAT GROUP: U.S. Debtors Propose Employee Retention Plan
------------------------------------------------------------
The Parmalat Group U.S. Debtors ask Judge Drain to approve their
key employee retention plan and ordinary course merit increases
with respect to certain vice presidents to encourage the retention
of high-level management employees whose responsibilities are
directly and significantly impacted by the Chapter 11 cases.  The
Retention Plan will help ensure that the Key Employees continue
to provide essential services necessary to the Debtors' business
in these critical times and alleviate concerns regarding job
security in light of the uncertainty prevalent in Chapter 11
cases and the potential sale of substantially all of their
assets.

                    Prepetition Bonus Program

The extensive media coverage concerning the financial situation
and allegations of wrongdoing of the U.S. Debtors' foreign
affiliates before the Petition Date had serious adverse
consequences for the Debtors' business and negatively impacted
the morale of the Debtors' employees.  As a result, several
important employees, including two of the Debtors' top
salespersons, left the company during this time.  To combat the
risk of additional turnover by valuable employees resulting from
the Debtors' negative publicity and continued liquidity problems,
in January 2004 the Debtors established a program to provide
bonus payments to certain valuable employees on condition that
they remained until the end of 2004.

The Bonus Program provided for the payment of one-time retention
bonuses to nine valuable employees whose responsibilities were
directly and significantly impacted by the liquidity crisis and
ongoing restructuring efforts.  Specifically, the employees
entered into employee retention agreements that provided for one-
time bonus payments ranging from $10,000 to $25,000, with a
forfeiture provision requiring the employee to reimburse the U.S.
Debtors for the entire bonus should the employee resign or be
terminated for cause before December 31, 2004.  The bonuses under
the Bonus Program were designed to encourage valuable employees
to remain employed by the Debtors through the end of 2004.  These
employees are even more critical to the Debtors now in light of
the need to maximize the value of the Debtors' business as a
going concern during the Sale Process, ensuring the highest
purchase price and the greatest return to creditors.

                       The Retention Plan

The U.S. Debtors identified two Key Employees who did not receive
bonuses under the Bonus Program even though they are critical to
the success of the Sale Process, and have levels of
responsibility similar to those employees involved in the Bonus
Program.  The Debtors also determined that the continuation of
their prepetition severance program with respect to the Vice
Presidents is necessary to alleviate concerns that the Vice
Presidents have expressed about job security as a result of the
negative publicity, and to help ensure that the Vice Presidents
remain during the Sale Process.

Accordingly, the Debtors formulated a retention plan with two
principal components:

      (i) A bonus component designed to retain the two Key
          Employees in a manner similar to the Bonus Program; and

     (ii) The continuation of the Debtors' prepetition severance
          program with respect to the Vice Presidents.

                      A. The Bonus Payments

The Retention Plan provides for bonus payments to two employees:

       -- Timothy Barber, Vice President of Operations; and

       -- Stefanos Kandilas, Controller of Fresh Milk.

The Retention Plan provides for bonuses of $25,000 and $10,000 to
Messrs. Barber and Kandilas, with payment to be made upon the
first to occur of:

      (i) completion of the sale of substantially all of the
          U.S. Debtors' assets;

     (ii) termination without cause; or

    (iii) December 31, 2004.

The bonus will not be paid to either Key Employee if he resigns
or is terminated by the U.S. Debtors for cause before the earlier
of the completion of the Sale Process or December 31, 2004.

The retention of Messrs. Barber and Kandilas is critical to the
success of the U.S. Debtors' business operations and the
continued control of fresh milk.  As Vice President of
Operations, Mr. Barber oversees day-to-day operations of the
Debtors' five manufacturing sites.  Mr. Barber's responsibilities
include monitoring safety, quality, environmental concerns, and
the cost per gallon of milk being produced.  Mr. Barber is also
involved in capital expenditures, raw milk procurement, material
purchasing, and negotiation of co-pack agreements for the Grand
Rapids site.

Mr. Kandilas, a certified public accountant, supervises month end
closings and analyzes financial results and balance sheets.  Mr.
Kandilas works closely with operations to obtain accurate
information and provide guidance to accountants during the budget
process.  Mr. Kandilas is also responsible for financial analysis
of new contracts for both existing and new customers.

Because neither Key Employee would receive the bonuses until the
earlier of completion of the Sale Process or December 31, 2004,
the bonus payments to Messrs. Barber and Kandilas will encourage
them to remain employed throughout the Sale Process and work
productively to ensure that the Debtors are efficient in their
ongoing operations.

                    B. The Severance Program

The U.S. Debtors also seek authority to continue to honor their
obligations under their existing Severance Program with respect
to seven Vice Presidents.  The Severance Program generally
provides benefits for eligible employees if their employment is
permanently terminated as a result of a reduction in the Debtors'
workforce or an elimination of the employees' present job
position.  To receive severance under the Severance Program, the
employee must be classified as a regular, full-time, non-union
employee.  The employee also must be in good standing with the
Debtors and termination cannot be for cause, retirement, or
resignation prior to the offering of separation benefits.

The Severance Program provides that Vice Presidents who meet the
minimum requirements and execute a separation agreement, will
receive six months severance support unless superseded by a Vice
President's agreement with the U.S. Debtors.  A Vice President
will not be entitled to severance if he is offered similar
employment on similar terms by a purchaser of the Debtors'
assets.  The maximum estimated severance expense with respect to
the Vice Presidents is $629,905.

                         Merit Increases

Although the U.S. Debtors provided merit increases to most of
their non-union employees on February 1, 2004, they did not
provide the annual merit increases to their Vice Presidents
before the Petition Date.  In line with prepetition practices,
the Debtors now seek to implement these pay increases with
respect to the Vice Presidents.

With respect to two Vice Presidents, the Merit Increases will
entail a fixed dollar increase to their base compensation to
bring their salaries, which are below the market rate for persons
with similar levels of responsibility, to a competitive level
commensurate within the market.  The base salaries of the other
four Vice Presidents will be increased by a fixed percentage
consistent with current market rates for merit increases.

Lowell Dunn, Vice President of Engineering, already received an
increase on February 1, 2004 in the ordinary course of business.  
Therefore, Mr. Dunn will not receive an additional Merit
Increase.
_______________________________________________________________
|                  |                |                |          |
|       Name       |    Position    |     Type of    |   Merit  |
|                  |                |     Payment    | Increase |
|__________________|________________|________________|__________|
|                  |                |                |          |
| Anthony Mayzun   | VP Finance &   | Flat increase  | $20,000  |
|                  | Administration | in base salary |          |
|__________________|________________|________________|__________|
|                  |                |                |          |
| John P. Clifford | VP Human       | Flat increase  |  20,000  |
|                  | Resources      | in base salary |          |
|__________________|________________|________________|__________|
|                  |                |                |          |
| Timothy Barber   | VP Operations  | 3% increase in |   5,400  |
|                  |                | base salary    |          |
|__________________|________________|________________|__________|
|                  |                |                |          |
| Davide Broglio   | VP Supply      | 3% increase in |   5,114  |
|                  | Chain          | base salary    |          |
|__________________|________________|________________|__________|
|                  |                |                |          |
| Michael Janis    | VP and GM Milk | 3% increase in |   4,338  |
|                  | Products       | base salary    |          |
|__________________|________________|________________|__________|
|                  |                |                |          |
| Stephen O'Brien  | VP and GM      | 3% increase in |   4,800  |
|                  | Georgia        | base salary    |          |
|__________________|________________|________________|__________|

The Merit Increases aggregate $59,652 on an annualized basis.  
The U.S. Debtors propose that the Merit Increases be made
retroactive to February 1, 2004, the date on which they
implemented the annual merit adjustments for their other non-
union employees.

The U.S. Debtors believe that the Merit Increases are in the
ordinary course of their business and do not require court
approval under Section 363(b)(1) of the Bankruptcy Code.

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


PILLOWTEX CORP: Wants Lease Decision Time Extended through July 29
------------------------------------------------------------------
Gilbert R. Saydah, Jr., Esq., at Morris Nichols Arsht & Tunnel,
in Wilmington, Delaware, tells the Court that the Pillowtex
Corporation Debtors remain parties to a few non-residential real
property leases listed on the Real Property Leases Schedule but no
longer subject to GGST's designation rights.  It is also possible
that other inadvertent omissions may have occurred in the
preparation of the Real Property Leases Schedule and that the
Debtors may still be party to certain unexpired leases that are
subject to GGST's designation rights, but that are not covered by
the extension of the Debtors' period to assume or reject the
Leases under the GGST Sale Order.

Given that the Sale Agreement entitles GGST to direct the Debtors
to assume and assign leases until the Non-Fee Designation
Expiration Date -- the period during which the Debtors are
authorized, at the direction of GGST, to assume or reject the
Real Property Leases -- the Debtors need another extension of
their Lease Decision Period.  The Non-Fee Designation Expiration
Date is the earlier of July 29, 2004 and the expiration of the
relevant lease, subject to further extension as provided in the
Sale Agreement.

By this motion, the Debtors ask the Court to further extend their
Lease Decision Period to 120 more days, through and including
July 29, 2004.

The proposed extension coincides with the current outside date
for the Non-Fee Designation Expiration Date under the terms of
the Sale Agreement.

The Court will convene a hearing on May 14, 2004 to consider the
Debtors' request.  By application of Del.Bankr.LR 9006-2, the  
Lease Decision Period is automatically extended through the  
conclusion of that hearing.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sells top-of-the-bed products to  
virtually every major retailer in the U.S. and Canada. The Company
filed for Chapter 11 protection on November 14, 2000 (Bankr. Del.
Case No. 00-4211).  David G. Heiman, Esq., at Jones, Day, Reavis &
Poque represents the Debtors in their restructuring efforts.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 62;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PIMCO COMMERCIAL: Liquidation Plan Fails to Secure Enough Votes
---------------------------------------------------------------
PIMCO Commercial Mortgage Securities Trust, Inc. (NYSE:PCM), a
closed-end investment company investing primarily in commercial
mortgage-backed securities, held its Annual Meeting of
Shareholders of the Fund. The meeting was held for the following
purposes: (1) to consider a proposal to liquidate the Fund, and
(2) to consider whether to elect Messrs. E. Philip Cannon and
William J. Popejoy to serve as members of the Fund's Board of
Directors for the terms expiring in 2007, and until their
successors are elected and qualify.

Consistent with the Board's recommendation to shareholders, the
proposal to liquidate the Fund failed to receive the necessary
affirmative vote of two-thirds (66 2/3%) of the Fund's shares
outstanding. Therefore, the Fund will not be liquidated as
proposed. The proposal to elect Messrs. Cannon and Popejoy to
serve as members of the Board of Directors was approved.

For further information, contact Erik Velicer at (866) 746-2606.

Past performance is no guarantee of future results. Investment
return, dividend rate and share price will fluctuate so that
shares, when redeemed, may be worth more or less than their
original cost.


REDBACK NETWORKS: Reorganized Debtor Reports First Quarter Results
------------------------------------------------------------------
Redback Networks Inc. (Nasdaq:RBAK), a leading provider of
broadband networking systems, announced its first quarter 2004
results for the period ended March 31, 2004. Net revenue for the
first quarter of 2004 was $30.2 million, compared with $28.4
million for the fourth quarter of 2003 and $29.5 million for the
first quarter of 2003. On January 5, 2004 the company received
$30.0 million from Technology Crossover Ventures in exchange for
651,749 shares of the company's Series B Convertible Preferred
shares and warrants exercisable for 1,629,373 shares of common
stock. The company ended its first quarter of 2004 with $42
million of unrestricted cash.

GAAP net loss for the first quarter of 2004 was $33 million or
$0.64 per share attributable to common stockholders based on
weighted average shares outstanding of 51.4 million compared to a
GAAP net loss of $24.9 million or $0.14 per share based on
weighted average shares outstanding of 179.7 million in the first
quarter of 2003. Included in the GAAP net loss for the first
quarter of 2004 were charges of $25.1 million including a deemed
dividend and accretion on preferred stock of $16.8 million,
deferred stock compensation charges of $5.3 million, amortization
of intangible assets resulting from fresh start accounting of $2.7
million and other charges of $0.3 million.

Non-GAAP net loss for the first quarter of 2004 was $7.9 million
or $0.15 per share based on weighted average shares outstanding of
51.4 million compared to a non-GAAP net loss of $23.2 million or
$0.13 per share based on weighted average shares outstanding of
179.7 million in the first quarter of 2003.

Non-GAAP results exclude amortization of intangible assets arising
from fresh-start accounting, the proceeds from the sale of
inventory as scrap, amortization of stock-based compensation,
amortization of the fair value of warrants issued in connection
with a lease agreement, a deemed dividend to the preferred
stockholders due to a beneficial conversion feature and accretion
of a dividend payable to the preferred stockholders. See the
attached table for a reconciliation of our non-GAAP results to
GAAP results.

The company emerged from Chapter 11 bankruptcy on January 2, 2004.
Results for the period following our emergence from Chapter 11
reflect fresh-start accounting adjustments as required by
generally accepted accounting principles (GAAP). Additionally, on
January 2, 2004, in connection with our restructuring, we canceled
our existing common stock and issued new common stock. The
recapitalization of the company resulted in approximately 52
million shares of common stock outstanding as compared with 183
million shares of common stock outstanding before the restructure.
Accordingly, our financial results for periods following our
emergence from bankruptcy are not comparable to our results for
prior periods. The activity of the company for the period January
1, 2004 through January 2, 2004 is included in the pre-bankruptcy
or "predecessor" company. The activity of the company for the
period January 3, 2004 through March 31, 2004 is included in the
post bankruptcy or "successor" company.

                  About Redback Networks Inc.

Redback Networks Inc., a leading provider of broadband networking
systems, enables carriers and service providers to build third-
generation broadband networks that can profitably deliver
simplified, personalized, portable subscriber services to
consumers and businesses. The company's carrier-class, consumer-
scale SmartEdge(R) Router and Service Gateway platforms for
Consumer IP combine subscriber management systems and edge routing
in conjunction with the NetOp(TM) element and policy management
platform to provide a powerful, flexible infrastructure for
managing both subscribers and value-added services.

Founded in 1996 and headquartered in San Jose, Calif., with sales
and technical support centers located worldwide, Redback Networks
maintains a growing and global customer base of more than 500
carriers and service providers, including major local exchange
carriers (LECs), inter-exchange carriers (IXCs), PTTs and service
providers.


ROTECH HEALTHCARE: Files Delayed Annual Report with SEC
-------------------------------------------------------
On March 31, 2004, Rotech Healthcare Inc. (Pink Sheets:ROHI) filed
a Form 12b-25 with the Securities and Exchange Commission seeking
an extension to file its Annual Report on Form 10-K.

The additional time was required to evaluate the treatment of the
amortization of its senior debt facility deferred issue costs as
it relates to the accelerated principal debt payments made by the
Company on these facilities.

This evaluation is now complete and will result in additional non
cash interest expense charges in 2003.

Net earnings (loss) changes to fiscal year 2003 are as follows:

(dollars as thousands)   Q1       Q2       Q3       Q4       2003
                       -------  -------  -------  -------  -------
Previously Reported    $5,343  $(6,463)  $2,842   $8,063   $9,785

Adjustment               (346)    (216)    (543)    (267)  (1,372)

As Restated            $4,997  $(6,679)  $2,299   $7,796   $8,413


These changes will be reflected in the Company's Annual Report on
Form 10-K being filed today with the Securities and Exchange
Commission and will have no impact on the Company's compliance
with any of its financial covenants relating to its borrowing
facilities.

                    About Rotech Healthcare

Rotech Healthcare Inc. is a leading provider of home respiratory
care and durable medical equipment and services to patients with
breathing disorders such as chronic obstructive pulmonary diseases
(COPD). The Company provides its equipment and services in 48
states through approximately 500 operating centers, located
principally in non-urban markets. Rotech's local operating centers
ensure that patients receive individualized care, while its
nationwide coverage allows the Company to benefit from significant
operating efficiencies.

                         *     *     *

As reported in the Troubled Company Reporter's December 16, 2003  
edition, Standard & Poor's Ratings Services placed its 'BB'  
corporate credit, its 'BB' senior secured, and 'B+' subordinated  
debt ratings on home respiratory provider Rotech Healthcare Inc.  
on CreditWatch with negative implications.  

"The action reflects Orlando, Fla.-based Rotech's vulnerability to  
recently signed Medicare legislation that could hurt the company's  
reimbursement for both respiratory drugs and durable medical  
equipment," said Standard & Poor's credit analyst Jesse Juliano.


RUSH FINANCIAL: Expects to Reach Profitability by Year-End
----------------------------------------------------------
Rush Financial Technologies, Inc., dba RushTrade(r) Group,
(OTCBB:RSHF) announced that it has filed its Form 10-KSB for the
year ended December 31, 2003:

"While total revenues decreased, one division of our Investment
Services group, RushTrade, showed a dramatic increase in revenues
from $114,131 in 2002 to $1,056,479 in 2003, a 926% increase. The
Company expects revenues from the RushTrade business unit to
continue to increase in 2004. Total revenues decreased $2,682,594,
or 68% from $3,931,316 in 2002 to $1,248,722 in 2003, reflecting
the decrease in revenue from Investment Services from $3,915,346
in 2002, to $1,236,086 in the year ended 2003. The decrease in
revenues is primarily due to the Company's decision to reposition
itself into a direct access brokerage firm and a real-time
technology development company. Future revenues for Investment
Services are expected to be derived almost entirely from the
RushTrade direct access brokerage operations.

"Management believes its recent transition away from retail
brokerage operations and into a direct access brokerage firm and a
real-time technology development company is succeeding, as
evidenced by our improved bottom line. Our net loss improved to
$2,475,497, or $0.25 per share, for the year ended 2003, from a
net loss for 2002 of $3,131,636, or $0.40 per share. Our net loss
per share from 2002 to 2003 improved by 38%, while our total net
loss improved by 21%. Management believes that the Company's
current operational structure will allow us to reduce our net loss
and achieve a level of profitability by year-end 2004.

"The consolidated financial statements were prepared assuming that
the Company will continue as a going concern. At December 31,
2003, the Company's current liabilities exceeded its current
assets by $2,013,601 and it incurred a net loss of $2,475,947 in
2003 and $3,131,636 in 2002. KBA Group, our auditors, felt these
matters raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty. However, the Company believes that it will be able to
continue to raise the funds necessary until it reaches a
sustainable level of profitability."

            About Rush Financial Technologies, Inc.

Rush Financial Technologies, Inc. operates through two primary
subsidiaries:

RushGroup Technologies, Inc., the Company's financial technology
development subsidiary, develops and operates proprietary real-
time portfolio management software products, order management
systems, direct-access trading software applications and a data
center. Utilizing a number of proprietary technologies and its
exclusive Direct Access Routing Technology (DART(tm)), RushGroup
offers real-time market data platforms and Direct Access products
to meet the needs of active online investors, semi-professional
traders and institutional portfolio managers.

RushTrade Securities, Inc, a wholly-owned subsidiary of the
Company and a fully disclosed introducing broker/dealer and member
NASD and SIPC, offers securities and online brokerage services to
its retail customers utilizing RushGroup's software products.
RushTrade customer trades are cleared through and customer
accounts are held at a third party clearing firm. RushTrade is
registered in all 50 U.S. states and accepts customers from most
foreign countries. RushTrade customer accounts are self-directed
and RushTrade does not provide advice or make trade
recommendations.

The Company is headquartered in Dallas, Texas and its common stock
is traded on the OTC.BB Market under the symbol "RSHF." For more
information about RushTrade and the RushGroup products, visit
http://www.rushtrade.com/and http://www.rushgroup.com/


SALOMON BROTHERS: Fitch Junks Series 1996-C1 Class F Rating
-----------------------------------------------------------
Salomon Brothers Mortgage Securities VII, Inc.'s mortgage pass-
through certificates, series 1996-C1 are downgraded by Fitch
Ratings as follows:

   -- $11.1 million class F to 'CCC' from 'B+'.

Fitch also upgrades the following class:

   -- $9.5 million class D to 'AAA' from 'AA+'.

Additionally, the following classes are affirmed by Fitch:

   -- $1.1 million class B 'AAA';
   -- $14.8 million class C 'AAA';
   -- Interest-only class IO 'AAA';
   -- $21.2 million class E 'BBB-'.

Fitch does not rate the $4.1 million class G certificates.

The downgrade of class F is due to the deteriorating performance
of the Clubhouse Inn loan portfolio (33%), secured by five hotel
properties. The loans are 90 days delinquent and in special
servicing. The year-end (YE) 2003 weighted average debt service
coverage ratio was 0.68 times (x) and occupancy was 50%. The
special servicer is currently determining workout options.

The upgrade of class D is due to an increase in credit enhancement
since issuance. As of the March 2004 distribution date, the pool's
aggregate certificate balance has been reduced by 71% to $62.0
million from $212 million at issuance.

The pool is concentrated, with only ten loans remaining. The
largest loan (40%) is secured by an office property in Redmond,
WA. The property was 90% occupied as of September 2003.

Realized losses in the pool total $4.9 million, or 2.0% of the
original principal balance.


SOLA INTERNATIONAL: Assigns Executive Management Responsibilities
-----------------------------------------------------------------
SOLA International Inc. announced that it has assigned new
responsibilities to members of the company's executive management
team.

Barry Packham has been assigned responsibility for the operation
and development of the company's businesses in North America and
will also assume interim responsibility for Latin America; Mark
Ashcroft will adopt similar responsibilities for Europe, while
David Cross will oversee Asia Pacific.

Commenting on these changes, Jeremy Bishop said, "The functional
leadership approach that we have employed over the past three
years enabled the company to successfully rationalize and
restructure its operations. The benefits of that initiative are
now clearly evidenced by our improved productivity and financial
performance. This provides a platform that allows us to focus on
the creation of incremental profits and cash flow through the
marketing of the products and services that provide our
competitive advantage."

"This objective requires a group of senior executives that is
responsible, on a daily basis, for the commercial, manufacturing
and distribution activities in their respective regions, as well
as the development of regional strategy and investment
recommendations. It is appropriate that the executive managers who
led and executed the company's turn-around should now hold
accountability for the next phase in our evolution."

Packham joined SOLA International Inc. as group vice president,
manufacturing development in February 1993. In May 2000 he was
appointed executive vice president, global manufacturing and
logistics. Prior to joining SOLA, he held manufacturing and
general management positions with Eastman Kodak and Leigh-Mardon
Pty Ltd.

Ashcroft joined SOLA International Inc. in August 1998 as managing
director UK Operations. In December, 2001 he was appointed
president, American Commercial Operations and vice president
Europe. Prior to joining SOLA, he held strategy and market
development positions at Applied Chemicals International Pty Ltd.

Cross joined SOLA International Inc. in August 1993 as finance
director Australia. In April 2003 he was appointed vice president
business planning and development. Prior to joining SOLA, he held
commercial and finance positions with Clark Shoes and worked as a
chartered accountant for KPMG.

Said Packham, "The commercial strategy established under the
leadership of Mark Ashcroft and executed by the North American
team has resulted in seven consecutive quarters of sales growth in
what has been a flat market overall. I look forward to building
upon those strategies and tactics which have been instrumental in
returning top-line growth to this region."

Ashcroft commented, "I am proud of what we have accomplished over
the last two years in the North American market. We have launched
Teflon(R) EasyCare lenses and secured a distribution base for that
breakthrough product with the acquisition of Great Lakes Coating
laboratory. Further, we have launched two progressive lenses,
SOLAOne(TM) and AO Easy, which are achieving great success in the
market. I am confident that this success will continue under
Barry's leadership."

Cross stated, "I am enthusiastic about the challenge of the Asia
Pacific role. SOLA has always been a key player in this region and
I look forward to strengthening our position. This region contains
a diverse mix of cultures and economies with significant
opportunities for growth."

Messrs. Packham, Ashcroft and Cross, Ron Dutt (chief financial
officer) and Bishop now comprise the SOLA International Inc.
executive management team.

San Diego, California-based SOLA makes plastic and glass spectacle
lenses and holds a leading manufacturing and technology position
in the growing plastic lens segment of the market.

                     *   *   *

As reported in the Troubled Company Reporter's December 15, 2003
edition, Standard & Poor's Ratings Services affirmed its 'BB-'
corporate credit and senior secured bank loan ratings on eyeglass
lens manufacturer SOLA International Inc. and removed the ratings
from CreditWatch, where they were placed Oct. 29, 2003. At the
same time, Standard & Poor's lowered SOLA's senior unsecured debt
rating to 'B' from 'BB-' as a result of the increased encumbrance
on assets imposed by the company's new bank facilities--more
than 30% of adjusted assets.

Standard & Poor's also withdrew its rating on SOLA's 11% senior
unsecured euro notes, nearly all of which have been repaid.

The outlook is stable, reflecting the fact that SOLA's
restructuring and its sales and marketing initiatives, as well as
its investments in North American prescription processing
laboratories, appear to have stemmed erosion in the company's
financial measures. This, together with a stronger capital
structure, greater financial flexibility, and lower interest
costs, contribute to a more resilient credit profile.

"The speculative-grade ratings reflect SOLA's operating
concentration in eyeglass lenses, a well-penetrated, mature, and
innovative industry that faces external challenges from other
forms of vision correction," said Standard & Poor's credit analyst
Jill Unferth. "The ratings also reflect the company's moderately
aggressive capital structure. These factors are partly offset by
its meaningful global market share, which is second only to
Essilor International. The company also has strong regional
distribution channels, a higher margin product mix reflecting its
recent launches of branded and advanced products, and adequate
liquidity."


SOLECTRON CORP: Sells Stream International to ECE Holdings' Parent
------------------------------------------------------------------
The parent company of ECE Holdings, Inc., a leading global
provider of outsourced technical support and customer service and
funded by H.I.G. Capital, announced it has acquired Stream
International from Solectron Corporation.

Both ECE and Stream have built their reputations on providing
outsourced technical support and customer service to high-
technology companies.  The synergies between the two companies
will enable the companies to further grow their global client base
among industries such as software publishing, hardware
manufacturing, and Internet services.

"ECE and Stream have consistently prided themselves on superior
service to the customers of high-tech products and services," said
Toni Portmann, President and CEO of ECE and Stream.  "Our business
models are closely aligned, the leadership of both companies is
passionate about our business, and there is excitement throughout
the organizations about what the future will bring.  It is
striking how the same business values pervade both ECE and
Stream: a deep commitment to customer service, a dedication to
controlling clients' support costs, and an enthusiasm for
additional global growth."

Stream and ECE will have a combined global reach of 19 contact
centers in the U.S., Canada, Europe, and Asia with over 10,000
employees and additional capacity for growth.
    
ECE is a global technical support and customer service outsourcing
provider.  The company's award-winning systems and processes
provide effective contact center solutions that help clients
achieve business efficiencies and provide an exceptional service
experience to their customers.  For more information, visit
http://www.ece.com/
    
Stream International is a global provider of customer relationship
management (CRM) support services for leading technology companies
and e-businesses.  Stream employees around the world enhance more
than 40 million customer experiences a year using Stream's fully
integrated suite of e-mail, chat, voice and self-help solutions.  
For more information, visit Stream's Web site at
http://www.stream.com/
    
H.I.G. Capital, a leading private equity investment firm, has a
controlling interest in over 50 companies with combined revenues
in excess of $5 billion.  With offices in Miami, Atlanta, Boston,
and San Francisco, H.I.G. specializes in the acquisition of
leading middle market companies with strong growth potential.  For
more information contact Rick Rosen at (305) 379-2333 or visit
H.I.G. Capital's Web site at http://www.higcapital.com/

Solectron -- http://www.solectron.com/-- (S&P, B+ Corporate
Credit Rating Stable Outlook) provides a full range of worldwide
manufacturing and integrated supply chain services to the world's
premier high-tech electronics companies. Solectron's offerings
include new-product design and introduction services, materials
management, high-tech product manufacturing, and product warranty
and end-of-life support. The company is based in Milpitas,
Calif., and had sales from continuing operations of $9.8 billion
in fiscal 2003.


SOLUTIA INC: Court Allows JP Morgan to Obtain & Examine Documents
-----------------------------------------------------------------
Before the Petition Date, the Solutia, Inc. Debtors and The Chase
Manhattan Bank, as Indenture Trustee, entered into an October 1,
1997 Indenture.  J.P. Morgan Chase Bank is Chase Manhattan Bank's
successor.  Pursuant to the Indenture, the Debtors issued these
debentures to the public:

   (a) $150,000,000 in 6.72% notes due October 15, 2037; and

   (b) $300,000,000 in 7.375% notes due October 15, 2027.

Eric A. Schaffer, Esq., at Reed Smith LLP, in Pittsburgh,
Pennsylvania, relates that under the Indenture, the Debtors
agreed that they would not incur any debt secured by any lien
without providing that the Securities would be secured equally
and ratably with the debt, unless the aggregate principal amount
of all of the debt then outstanding plus other obligations would
not exceed 15% of the consolidated net tangible asset.

On July 25, 2002, the Debtors and the bank syndicate lenders re-
negotiated and amended the existing revolving credit facility.
Among other amendments, the Amended Credit Facility:

   (a) extended the maturity of the Facility until August 2004;

   (b) reduced the Facility from $800,000,000 to $600,000,000;
       and

   (c) provided both a $300,000,000 term loan and a $300,000,000
       revolving credit facility.

As consideration for the amendments, the Debtors agreed to
provide additional collateral to the bank syndicate lenders and,
in compliance with the terms of the Equal and Ratable Clause of
the Indenture, provided J.P. Morgan with security for the benefit
of the noteholders.  The Debtors' obligations to the bank
syndicate lenders and to J.P. Morgan were secured by:

   (a) a first-priority lien, shared with J.P. Morgan pursuant to
       the Equal and Ratable Clause, on:

       * the Debtors' production facilities located in
         Martinsville, Virginia and Pensacola, Florida;

       * 100% of the stock of the subsidiary-guarantor, CPFilms
         Inc.; and

       * all intercompany indebtedness of CPFilms Inc.;

   (b) a second-priority lien on:

       * 65% of the voting stock (and 100% of all other stock) of
         Monchem International, Inc.;

       * 100% of the stock of the remaining subsidiary-
         guarantors, Monchem, Inc. and Solutia Systems, Inc.;

       * all intercompany debt of all subsidiary guarantors --
         other than CPFilms Inc.;

       * substantially all of the subsidiary guarantors' accounts
         receivable and inventory and certain intellectual
         property; and

       * 65% of the voting stock (and 100% of all other stock) of
         Solutia Europe, S.A./N.V. and Solutia U.K. Holdings
         Limited; and

   (c) a second-priority lien, shared with J.P. Morgan pursuant
       to the Equal and Ratable Clause, on the Debtors'
       production facilities located in:

       -- Chocolate Bayou, Texas;
       -- Decatur, Alabama;
       -- Indian Orchard, Massachusetts;
       -- Greenwood, South Carolina; and
       -- Trenton, Michigan.

The Debtors' obligations under the Amended Credit Facility were
also secured by a first-priority lien on the Second-Priority
Facilities Collateral that was limited to $236,000,000, which is
the Debtors' calculation of 15% of their Consolidated Net
Tangible Assets.

Within 90 days of the Petition Date, the Debtors announce that
they have received a firm commitment from a lender to refinance
their existing revolving credit facility and anticipate
finalizing the transaction shortly.  In an October 9, 2003 press
release, the Debtors reported that the debts due under the
Amended Credit Facility were retired fully with proceeds of a
Financing Agreement entered into with Ableco Finance, LLC, as
collateral trustee.  The Debtor's October 9, 2003 press release
also reported that the effect of the Ableco Prepetition Loan
Agreement, and associated release of certain liens and security
interests previously existing in favor of their former bank
syndicate lenders, was to "revert" the Securities to unsecured
obligations.

Pursuant to the Ableco Prepetition Loan Agreement, the Debtors
obtained, inter alia, a $150,000,000 revolving credit facility
and two term loans totaling $200,000,000.  Most of the proceeds
from the Ableco Prepetition Loan Agreement were used to pay down
the obligations to the bank syndicate lenders under the Amended
Credit Facility.  The Debtors' obligations to Ableco were secured
by liens on:

    (i) the Principal Properties located in:

        -- Martinsville, Virginia;
        -- Indian Orchard, Massachusetts;
        -- Trenton, Michigan; and
        -- Chocolate Bayou, Texas; and

   (ii) all of the non-voting capital stock of Monchem
        International, Inc.

The liens were granted to the extent that they may be effected
without requiring that the Lien or Mortgage be granted to, and
shared equally and ratably with, J.P. Morgan.  The Ableco
prepetition financing was orchestrated and designed to strip J.P.
Morgan's liens.

Pursuant to a Security Agreement dated October 8, 2003, between
certain of the Debtors and Ableco, the Debtors granted security
interests to Ableco in substantially all of their personal
property.

The Indenture imposes a limit on the amount of indebtedness that
may be secured before implicating the bondholders' protections
under the Equal and Ratable Clause.  Pursuant to the Ableco
prepetition agreements, the maximum aggregate principal amount of
obligations that constitutes "debt" secured by the Principal
Properties and the capital stock of, or indebtedness of, a
Restricted Subsidiary was limited to $1,000 below the amount of
the Senior Lien Limit.

Just eight days prior to the Ableco prepetition financing, the
Debtors had $192,000,000 of liquidity.  Immediately after the
Ableco prepetition financing, the Debtors' liquidity decreased by
$42,000,000 to $150,000,000.

The Debtors sought approval of the DIP Loan Facility pursuant to
the Financing Agreement with Ableco dated December 16, 2003.  
Citibank, N.A. ultimately replaced Ableco as the DIP lender.  The
Court approved the DIP Loan Facility with Citibank subject to the
Trustee's express reservation of rights with respect to all
claims that the debenture holders and the Trustee may have under
the Indenture with respect to the Ableco Prepetition Loan
Agreement, the Ableco DIP Loan Agreement, or any related
transactions, against the Debtors, or any third parties.

Pursuant to Rules 2004, 4001, 7034, 9014, and 9016 of the Federal
Rules of Bankruptcy Procedure, J.P. Morgan Chase Bank seeks the
Court's authority to further investigate, assess, and prosecute
any potential claims and protect any rights and remedies it may
have under the Bankruptcy Code, the Indenture, or at law or in
equity.

                          *     *     *

Judge Beatty allows J.P. Morgan Chase Bank, as Indenture Trustee,
to examine the Debtors and request the production of relevant
documents under Bankruptcy Rule 2004.

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


UNIFI INC: S&P Places Low-B Ratings on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on textile
manufacturer Unifi Inc. on CreditWatch with negative implications,
including the company's 'B+' long-term corporate credit and senior
unsecured debt ratings.

Unifi's total debt outstanding at Dec. 28, 2003, was about $266
million.

The CreditWatch placement follows Unifi's recent announcement that
it intends to create a wholly owned subsidiary to produce yarns in
China, and that it is looking for locations to establish this
start-up business.

"Standard & Poor's is concerned about the additional capital
investment for this venture as well as business risks associated
with setting up business in a new country," said Standard & Poor's
credit analyst Susan Ding.

Another factor contributing to the CreditWatch listing is the
company's weakening financial measures. Unit volume and pricing
have declined in both the polyester and nylon yarn businesses, and
this, along with the company's unabsorbed fixed costs, has put
pressure on Unifi's margins. Furthermore, it is uncertain how the
upcoming elimination of international quotas on apparel and
textile goods will affect Unifi's business profile. Standard &
Poor's will meet with management to discuss its business and
financial plans in light of these concerns.

Unifi is a manufacturer and processor of textured polyester and
nylon yarns. Unifi's yarns are found in home furnishings, apparel
and industrial fabrics, automotive upholstery, and hosiery.


UNITED AIRLINES: Fee Review Committee Issues Report
---------------------------------------------------
The UAL Corporation Fee Review Committee, formed to monitor fees
requested by professionals, seeks to maintain a reasonable level
of professional fees given the complexity and size of the
Debtors' Chapter 11 cases and the needs of each Professional's
clients.  

The Fee Review Committee members reviewed the Third Interim Fee
Applications, and, where appropriate, asked for further
information from the Professionals about certain identified
issues.  In addition, at the U.S. Trustee's request,
Professionals who seek compensation based on an hourly basis
submitted to the U.S. Trustee electronic files containing those
Professionals' time tickets so that the U.S. Trustee could review
and analyze the files to identify certain issues as set forth in
the Billing Guidelines.

Michael P. O'Neil, Esq., at Sumner, Bernard & Ackerson, in
Indianapolis, Indiana, advises the Court that the Fee Review
Committee has voted and recommends that the payment of fees and
reimbursement of expenses as requested by the Professionals in
the Third Interim Fee Applications be allowed in these amounts:

   Professional           Fees Requested  Expenses       Total
   ------------           --------------  --------       -----
   Deloitte & Touche          $844,534      $3,448    $847,982
   Huron Consulting Group    2,526,376      75,174   2,601,550
   Kirkland & Ellis          6,982,579     462,761   7,445,340
   KPMG                      2,242,710      57,201   2,299,911
   Paul Hastings                25,866       2,024      27,890
   Piper Rudnick                47,874       1,581      49,455
   Sonnenschein Nath         2,717,167     145,387   2,862,554
   Vedder Price              1,725,558      59,408   1,783,966

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


UNIVERSAL ACCESS: PwC Doubts Ability to Continue as Going Concern
-----------------------------------------------------------------
Universal Access Global Holdings Inc. (Nasdaq: UAXS) announced
results for the quarter ended December 31, 2003 and for full-year
2003.

               Fourth Quarter Operating Results

For the quarter ended December 31, 2003, revenues decreased 7% to
$15.7 million from $16.9 million in the third quarter of 2003. The
decline in revenue, which was due primarily to disconnections, was
partly offset by new revenues totaling $1.1 million. Gross profit
for the fourth quarter was $5.2 million, an increase of 16% from
$4.5 million in the third quarter. Gross margin was 33% versus 27%
in the preceding quarter. The increase in gross margin was
primarily the result of a decline of $500,000 in disconnect
penalties from the third quarter to the fourth quarter, an
increase of approximately $200,000 in disconnection revenues in
the fourth quarter and an increase of more than $100,000 in high
margin consulting revenues sold through our Government Services
Group.

Operations and administration expense (excluding stock
compensation) in the fourth quarter was $6.5 million compared to
$7.9 million in the third quarter. Operations and administration
expense in the third quarter was higher primarily due to the
payment of $700,000 as a result of a lease termination in that
quarter. In addition, due to a decline in revenue streams related
to specific assets during the fourth quarter, Universal Access
recorded an impairment of $2.9 million related to a UTX facility
and a long-term carrier asset that was previously recorded due to
the company receiving favorable pricing terms. The company's net
loss in the fourth quarter was ($5.8 million) or ($0.51) per share
versus ($7.9 million) or ($0.81) in the third quarter.

"During the fourth quarter we continued to focus on controlling
our cost structure while simultaneously executing our plans for
growing revenue within our new vertical markets," said Randy Lay,
CEO of Universal Access. "Unfortunately, our financial results
continued to reflect disconnections that offset the $1.1 million
in new business we generated during the quarter. We are pleased
with our growth in the Government market and in the development of
our new line of network infrastructure information services and
products. Both of these areas leverage intelligence and
information contained within our proprietary Universal Information
Exchange(R) (UIX(R)) database, which is central to the value we
provide to our customers and market."

                     Full-Year 2003 Results

In 2003, the private line market was significantly affected by
weak enterprise IT spending as well as carrier retrenchments and
price compression. During 2003, Universal Access recorded revenues
of $70.3 million, down 31% from $101.2 million for the same period
last year. The decline was due primarily to circuit disconnections
and lengthening new business cycles. Gross margin for 2003 was
$22.1 million, down 15% from 2002, primarily due to the decrease
in revenues. Gross margin percentage for 2003 was 31% compared to
26% for the year ago period. The increase in gross margin
percentage in 2003 was primarily attributable to the company
continuing to pay the underlying costs for circuits in 2002 for
which no revenue was recognized because the company's customers
went bankrupt, and increased costs in 2002 because the company
disconnected circuits prior to the completion of their minimum
service term and, as a result, paid early termination charges.

Operations and administration expense (excluding stock
compensation expense) fell 45% to $29.8 million from $53.7 million
during the prior year. The reduction in operating expenses was a
result of a reduction in payroll related costs in 2003 along with
a reversal of bad debt expense in 2003 as a result of improved
collections of outstanding customer balances. Net loss for the
full-year 2003 was ($23.0) million, or ($2.94) per share, versus
($94.8) million, or ($19.26) per share, in 2002.

Commenting on the year, Lay said, "Overall, 2003 was a challenging
year for Universal Access as we continued to witness a high level
of disconnections in a relatively unstable marketplace. That being
said, we were pleased with our ability to reduce our operating
costs during the year and to secure additional funding through the
CityNet transaction in July 2003. Furthermore, we continued to
generate new business and penetrate new areas of potential growth
while also developing new products that can help our customers
save money. We will remain focused on executing our strategic plan
in the months ahead."

                         Audit Opinion

Universal Access' independent auditor, PricewaterhouseCoopers LLP
expressed its opinion with respect to the company's financial
statements for the year ended December 31, 2003, that will be
filed on April 14, 2004 with the Securities and Exchange
Commission in the company's Annual Report on Form 10-K. PwC's
opinion included an explanatory paragraph expressing doubt about
Universal Access' ability to continue as a going concern. This
announcement is made in compliance with the new Nasdaq Rule 4350
(b), which requires separate disclosure of receipt of an audit
opinion that contains a going concern qualification.

                        Cash Position

The company finished the fourth quarter with $18.5 million in cash
(including cash and cash equivalents of $16.74 million, and
restricted cash of $1.738 million) compared to $19.0 million at
the end of the third quarter. In the fourth quarter, the company
received a $330,000 letter of credit back from one of its
landlords due to a settlement that occurred in the third quarter,
in addition to making positive working capital adjustments.

"We continued to make progress in our cost cutting initiatives
without sacrificing customer service or our ability to generate
new business. By doing so, we have further streamlined our
operations to create a more efficient company overall. We will
continue to identify additional opportunities for cost savings
throughout the organization going forward," said Brian Coderre,
Universal Access' CFO.

                    About Universal Access

Universal Access (Nasdaq: UAXS) is a leading communications
network integrator for carriers and service providers expanding
into markets and areas beyond their own network presence. Founded
in 1997, the company is a single, independent source of analysis,
design, planning and provisioning (installing) of end-to-end data
and voice networks for more than 120 U.S. and international
telecom carriers, cable companies, system integrators, and
government customers. Over the past seven years, Universal Access
has created the industry's leading network infrastructure
database, the Universal Information Exchange (UIX). The UIX holds
real-time information on the availability, location, and prices
for thousands of data and voice circuit connections, and covers
145 million physical U.S. telecom locations collected from more
than 400 sources, including 120 carriers. For further information
about Universal Access, go to http://www.universalaccess.net/


UTEX INDUSTRIES: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Utex Industries, Inc.
        10810 Old Katy Road, Suite 100
        Houston, Texas 77043

Bankruptcy Case No.: 04-34427

Type of Business: The Debtor has been in the fluid sealing
                  industry since 1940. It has expanded its
                  market base to include: oil and gas,
                  petrochemical, pulp and paper, power
                  generation, fossil and nuclear fuel,
                  agriculture, municipalities and a variety of
                  other industries.  See http://www.utexind.com/

Chapter 11 Petition Date: March 26, 2004

Court: Southern District of Texas (Houston)

Judge: William R. Greendyke

Debtor's Counsel: William A. Wood III, Esq.
                  Bracewell & Patterson, LLP
                  711 Louisiana Street, Suite 2900
                  Houston, TX 77002-2781
                  Tel: 714-223-2900

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  More than $100 Million

Debtor's 15 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Mary Wayne Weison             Unsecured Note            $266,567
4606 Pine Street              Payable
Houston, TX 77401

Judy Ann Looper               Unsecured Note            $211,172
                              Payable

Estate of Joe W. Heathcott    Unsecured Note             $96,214
                              Payable

Mary Skelnik                  Asbestos                    Unknown

Patrick N. Haines             Asbestos                    Unknown

Eric Bogdan                   Asbestos                    Unknown

Peter A. Kraus                Asbestos                    Unknown

D. Allen Hossley              Asbestos                    Unknown

Richard A. Dodd               Asbestos                    Unknown

Lawrence Madeksho             Asbestos                    Unknown

Ron C. Eddins                 Asbestos                    Unknown

Greg Jones                    Asbestos                    Unknown

D. Allen Hossley              Asbestos                    Unknown

Mike Kaeske                   Asbestos                    Unknown

Brent Coon                    Asbestos                    Unknown


W.R. GRACE: State Street Bank Sells All Stock Held by ERISA Plan
----------------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) announced that it was informed by
State Street Bank and Trust Company, which acts as investment
manager and independent fiduciary for the Grace stock fund in
Grace's Savings and Investment Plan (a plan qualified under
Section 401(k) of the Internal Revenue Code), that State Street
has sold substantially all of the shares of Grace common stock
held by the Plan to a single buyer at $3.50 per share.

Grace is a leading global supplier of catalyst and silica
products, specialty construction chemicals, building materials,
and sealants and coatings. With annual sales of approximately $2
billion, Grace has over 6,000 employees and operations in nearly
40 countries.  For more information, visit http://www.grace.com/
(W.R. Grace Bankruptcy News, Issue No. 559; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WATERLINK: Shareholders to Get Nothing out of Liquidation Proceeds
------------------------------------------------------------------
Waterlink Inc. had been an international provider of integrated
water and air purification solutions for both industrial and
municipal customers, and was incorporated in Delaware on December
7, 1994. With the sale of substantially all of its operating
assets in February 2004, the Company has no source of continuing
revenue. The activities of Waterlink are now devoted to the
administration of the Chapter 11 Cases.

On June 27, 2003, the Debtors filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code.

Waterlink reports that general and administrative expenses for the
three months ended December 31, 2003 and 2002 were $204,000 and
$288,000, respectively.

Amortization of financing costs of $76,000 for the three months
ended December 31, 2002 represented the amortization of a bank
amendment fee relating to an amendment that extended the maturity
date of the Company's senior credit facility from October 1, 2001
to January 15, 2002.

Waterlink incurred approximately $1,056,000 of costs associated
with the administration of the Chapter 11 Cases during the three
months ended December 31, 2003. Substantially this entire amount
was related to professional fees.

               Liquidity And Capital Resources

In connection with the sale of substantially all of the assets of
Waterlink for approximately $35.2 million, a portion of the
proceeds have been provisionally allocated to unencumbered
property sold. This amount has not been subject to a final
determination by the Bankruptcy Court and Waterlink cannot
definitively determine what amounts will be left for distribution
to creditors.

Management believes that the Waterlink's equity securities are
worthless because it does not expect that any assets will be
distributed to stockholders, and that the equity securities will
be extinguished in the Chapter 11 Cases.


WEAVER INTEREST: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Weaver Interest, Inc.
        P.O. Box 50070
        Austin, Texas 78763

Bankruptcy Case No.: 04-11931

Type of Business: The Debtor designs, plans and constructs a
                  single and multi-family real estate ventures.

Chapter 11 Petition Date: April 5, 2004

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Christopher J. Tome, Esq.
                  8650 Spicewood Springs Road PMB #504
                  Austin, TX 78759-4322
                  Tel: 512-249-1904
                  Fax: 512-249-1920

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Larry Korenek                 Construction Cost         $423,319
c/o Charles S. Baker          dispute
600 Congress Avenue Ste 2900
Austin, TX 78701-2978

Jim and Linda Tobin           Construction Fees         $328,466
1609 Shoal Creek Blvd.
Austin, TX 78701

O'Leary Weaver, Inc.          Corporate payable         $103,339

Ron Dillee                    Business Loan              $75,000
C/o Summit Financial Group

Antonio Maldonado             Business Loan              $55,000

Herman, Howry & Breen         Attorney's Fees            $34,457

Alamo Crane                   Trade Debt                 $30,000

Law Firm of Robert Dorsett    Attorney Fees              $30,000

Chrysler Financial                                       $29,619

Internal Revenue Service      941 Taxes                  $29,270

Dennis Eakin                  Construction Fee           $29,353

First American Bank           Credit card purchases      $24,356

King Architectural Metals     Trade Debt                 $22,750

A-1 Drainage                  Trade Debt                 $19,000

Ray Wilkerson                                            $17,500

Home Depot                    Credit card purchases      $15,845

Robert McManus                Business loan              $15,000

Lowes                         Credit card purchases      $13,832

Mario Gutierez                Attorney's Fees            $13,122

NAMASCO                       Trade Debt                 $12,915


WEIRTON STEEL: Inks Stipulation Resolving Retiree Benefits Dispute
------------------------------------------------------------------
On March 15, 2004, the Bankruptcy Court authorized Weirton Steel
Corporation to terminate retiree benefits effective as of April 1,
2004, subject, however, to submission to the Court of a stipulated
order on or before April 1, 2004, memorializing the agreement
between the Debtors and the Retiree Committee.

The Debtors and the Retiree Committee now stipulate and agree
that:

   (a) The Retiree Committee, on behalf of the constituency it
       represents, will receive a payment for retiree benefits
       under Section 1114 of the Bankruptcy Code for $1,400,000.  
       The amount will be paid by the Debtors on or before April
       8, 2004 to the undersigned counsel for the benefit of the
       constituency represented by the Retiree Committee.  The
       payment will be made into an escrow account and available
       only for the use of the Retiree Committee's constituency;

   (b) The Retiree Payment will inure solely to the benefit of
       the constituency that the Retiree Committee represents for
       the primary purpose of defraying, to the extent
       practicable in a  tax free manner, certain costs of
       providing life insurance coverage for the benefit of the
       constituency and for the purpose of defraying, to the
       extent practicable in a tax free manner, health insurance
       costs of the constituency -- the  Substitute Retiree
       Benefits;

   (c) The Debtors will use good faith best efforts to assist the
       Retiree Committee in finalizing and effecting the
       Substitute Retiree Benefits for the benefit of the
       constituency represented by the Retiree Committee, through
       the earliest to occur of:

          (1) closing under a sale to a Court-approved purchaser;

          (2) conversion to Chapter 7 or dismissal of the
              Debtors' bankruptcy case;

          (3) cessation of going concern operations by the
              Debtors;

          (4) confirmation of a plan of reorganization or a
              plan of liquidation; or

          (5) successful implementation of the Substitute Retiree
              Benefits.

       The Debtors' good faith best efforts will include, if
       Practicable, the Debtors' temporary sponsorship of a
       voluntary employee benefit association in accordance with
       Section 501(c)(9) of the Internal Revenue Code.  The
       sponsorship of the VEBA will in no event continue after
       the closing under a sale to a Court approved purchaser,
       the cessation of going concern operations by the Debtors,
       the conversion or dismissal of the Debtors' Chapter 11
       bankruptcy proceeding, or the confirmation of a plan of
       reorganization that effectuates the sale of the Debtors'
       assets.

       The Debtors will have no obligation to retain or fund any
       insurance coverage that may be required to insure their
       officers, agents, employees or responsible persons against
       liability in connection with the Company's sponsorship of
       a VEBA.

   (d) The Bankruptcy Court's approval of the Stipulation will in
       no way limit the rights of the Retiree Committee to seek  
       modification as contemplated by Section 1114(g) of the
       Bankruptcy Code;

   (e) The Retiree Committee will remain in place and will be
       represented by its present Court-approved professionals
       through the Effective Date.  The Debtors will continue to
       pay the reasonable and necessary fees and expenses of the
       Retiree Committee's professionals through the Effective
       Date in an amount not to exceed $100,000; and

   (f) Through the Effective Date, the Debtors will make
       available to the professionals of the Retiree Committee
       information, records and analyses, to the extent available
       to the Debtors, as the Retiree Committee may reasonably
       request to carry out the goals of the Stipulated Order
       through the Effective Date.  After the Effective Date, and
       to the extent requested, the Debtors will use its
       best efforts to make the information, records and analyses
       available to the professionals of the Retiree Committee or
       to the entity administering the Substitute Retiree
       Benefits. (Weirton Bankruptcy News, Issue No. 23;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WILLIAMS COS.: S&P Assigns B+ Rating to $400 Million Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to The
Williams Cos. Inc. Credit Linked Certificate Trust's $400 million
6.75% fixed-rate certificates due April 15, 2009.

The rating reflects the credit quality of The Williams Cos. ('B+')
as the borrower under the credit agreement, and Citibank N.A.
('AA/A-1+') as swap counterparty, seller under the
subparticipation agreement, and account bank under the certificate
of deposit.

The rating addresses the likelihood of the trust making payments
on the certificates as required under the amended and restated
declaration of trust.


WINDERMERE SCHOOL: US Trustee Fixes Creditors Meeting for May 3
---------------------------------------------------------------
The United States Trustee will convene a meeting of Windermere
School Partners L.L.L.P.'s creditors at 9:00 a.m., on May 3, 2004
in Suite 600 at SouthTrust Building, 6th Floor, 135 West Central
Boulevard, Orlando, Florida 32801. 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 Windermere, Florida, Windermere School Partners
L.L.L.P., filed for chapter 11 protection on March 31, 2004
(Bankr. M.D. Fla. Case No. 04-03610).  Frank M. Wolff, Esq., at
Wolff Hill McFarlin & Herron PA represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed both estimated debts and assets of
over $10 million.


WORLDCOM INC: Agrees to Satisfy Xerox's Claim for $325,000
----------------------------------------------------------
Worldcom Inc. and Xerox Capital Services have settled their
dispute through mediation with former bankruptcy judge Jay L.
Gueck.  In an agreed order signed by Judge Gonzalez, the Debtors
and Xerox stipulate that:

   -- All their existing contracts and agreements will terminate
      effective as of February 29, 2004.  Xerox will waive and
      release any claim for damages resulting from the
      termination, upon the resolution of all disputes;

   -- The Debtors will pay Xerox $325,000, in satisfaction of
      Xerox's $528,062 administrative claim and all amounts owed
      on invoices dated from July 21, 2002 to October 21, 2003,
      except for invoices provided with respect to the Production
      Copiers -- the high-end commercial copiers used in the
      Debtors' national reprographics center;

   -- The parties reserve all their rights with respect to the
      Reserved Invoices, which relate to the services provided
      with respect to the Production Copiers;

   -- All claims by the Debtors for previously made credits or
      payments, except those related to Production Copiers, are
      extinguished;

   -- Certain pricing terms will apply to any invoice dated
      after October 21, 2003.  Any service rendered by Xerox
      after February 29, 2004 will be invoiced according to the
      "time and materials" pricing published on Xerox's Internet
      site.  The parties agree to negotiate in good faith
      regarding the invoices for a period of eight weeks after
      March 1, 2004, to resolve and reconcile the amounts owed by
      the Debtors for the invoices dated after October 21, 2003.
      If the parties cannot agree to the amount payable on the
      invoices, they will mediate the disputes with Mr. Gueck in
      Dallas, Texas, at an agreed date and time;

   -- The hearing on Xerox's request is adjourned to June 1,
      2004, at 10:00 a.m.; and

   -- The stipulation expressly excludes, and will not be
      construed to affect, any contract or agreement with Xerox
      with respect to the Production Copiers.

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)  


XM SATELLITE: S&P Rates Proposed $125M Floating Rate Notes at CCC+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
XM Satellite Radio Inc.'s proposed Rule 144A $125 million senior
secured floating rate notes due 2009.

At the same time, Standard & Poor's affirmed its 'CCC+' corporate
credit rating on the company and its parent, XM Satellite Radio
Holdings Inc., which are analyzed on a consolidated basis. The
outlook is stable. Proceeds will primarily be used to refinance
existing debt. On a pro forma basis, the Washington, D.C.-based
satellite radio broadcaster will have about $744 million in debt,
before discounts.

"The proposed transaction will not materially alter XM's financial
profile," according to Standard & Poor's credit analyst Steve
Wilkinson. He added, "Modest benefits include freeing up liquidity
by repaying the outstanding balance on its $100 million revolving
credit facility from General Motors Corp., prepaying $35 million
of debt due to Boeing Co. that was due in the fourth quarter, and
lowering the interest rate on this debt."

The stable outlook reflects near-term comfort provided by XM's
liquid assets, its consistent operating progress, and good support
from GM. Ratings could come under pressure if XM does not make
meaningful progress in reducing its EBITDA losses during 2004 or
fails to maintain sizable liquid assets. Unforeseen costs or
operating problems related to its satellites that accelerate costs
or degrade service quality, could also lead to a re-evaluation of
the ratings.


* Grand Jury Indicts Former Washington Redskin for Bankr. Fraud
---------------------------------------------------------------
Thomas M. DiBiagio, United States Attorney for the District of
Maryland, announced that a federal grand jury has returned an
indictment charging Ozzie Clay, 61, of Silver Spring, Maryland,
with mail fraud, wire fraud, bankruptcy fraud, money laundering
and arson offenses in connection with two fraud schemes and an
intentional fire at a business formerly operated by Clay.

The 17-count indictment charges Clay, who once played for the
Washington Redskins, with 13 felony offenses relating to his
operation of Armorguard Manufacturing Company, Inc., which
manufactured and installed security doors and related home
improvement products and services. Using various corporate
entities, in 1999 Clay acquired the stock of Armorguard and Frager
Bears, Inc., a Maryland corporation which owned property located
in Temple Hills, Maryland where Armorguard's business was located.
By 2000, Clay's business entities were declared in default on
approximately $1 million in loans extended to Armorguard and
Frager Bears by SunTrust Bank and its predecessors; Armorguard had
failed to pay its federal withholding taxes; the Maryland Home
Improvement Commission revoked Armorguard's state license to enter
into home improvement contracts; and Armorguard's insurer
cancelled its coverage. The indictment charges that during the
first and second weeks of August 2000, Armorguard failed to make
salary payments to its employees, and on August 14, 2000, a number
of Armorguard employees walked off of their jobs because they were
not getting paid. The following day, the indictment alleges, Clay
caused a fire to be set at Armorguard, which caused extensive
damage to the premises. The Prince George's County Fire Department
investigated and determined that the sprinkler system had been
deactivated, that ignitable liquid had been utilized in setting
the fire, and that there were multiple points of origin for the
fire.

The indictment alleges that Clay committed arson offenses, schemed
to defraud SunTrust Bank, the insurer, and prospective purchasers
of Clay's businesses, from whom he had solicited $30,000 in
deposits, and laundered the proceeds of the fraud scheme. The
indictment charges Clay with two counts of mail fraud, four counts
of wire fraud, and three counts of money laundering in connection
with this scheme. The indictment contains two counts of bankruptcy
fraud relating to Clay's filing of an allegedly fraudulent Chapter
11 bankruptcy action for Frager Bears.

The indictment also charges Clay with a separate fraud scheme,
between 1999 and 2003, involving a scheme to defraud a mortgage
company by using a nominee buyer to purchase a home Clay occupied
in Silver Spring. The indictment alleges one count of mail fraud
and one count of wire fraud in connection with the acquisition of
the mortgage and the purchase of the real estate. It further
charges two counts of bankruptcy fraud. The indictment alleges
that when Clay and his nominee became delinquent on mortgage
payments, Clay fraudulently sought to fend off foreclosure by
transferring a portion of the property to a corporation he
controlled and by placing the entity into bankruptcy.

The indictment seeks forfeiture of $50,000 of money laundering
proceeds.

The maximum penalties for the charges set forth in the indictment
include terms of imprisonment of five years (mail fraud, wire
fraud and bankruptcy fraud), 10 years (money laundering) and 20
years (arson), along with a $250,000 fine. The charge of
committing arson to commit another felony carries a mandatory 10-
year term of imprisonment, to run consecutive to any other
sentence, and a $250,000 fine. All counts provide for a period of
supervised release following release from prison and mandatory
restitution.

An indictment is not a finding of guilt. An individual charged by
indictment is presumed innocent unless and until proven guilty at
some later criminal proceedings.

The criminal charges in this indictment are the result of a joint
investigation by the Bureau of Alcohol, Tobacco, Firearms and
Explosives, and the United States Attorney's Office.

The case is being prosecuted by Assistant U.S. Attorneys Stuart A.
Berman and James M. Trusty.


* Bid4Assets to Auction Tax-Defaulted Properties for Nev. Counties
------------------------------------------------------------------
Bid4Assets, Inc., a leading online auction site for high-end
assets from government, non-profits and private industry,
announced that it will auction 111 tax-defaulted properties for
Washoe, Lander and White Pine Counties in Nevada. The online
auctions will be held April 21 - 27, 2004 on the Bid4Assets Web
site, http://www.bid4assets.com/nevada.

This is the first time Washoe, Lander and White Pine counties have
conducted a tax sale online, following in the footsteps of their
neighboring county, Elko, the first county in Nevada to move its
tax sales online on the Bid4Assets Web site. "I am very optimistic
about the potential for enhancing our sales after observing Elko
County's success," commented Washoe County Treasurer, Bill Berrum.
Elko County is offering 328 tax-defaulted properties in its third
online auction on the Bid4Assets Web site starting April 27 - 30,
2004.

    The details of the three county auctions are as follows:

    * Washoe County is offering 83 properties located in Reno,
      Sparks, Sun Valley and other areas.  The properties are
      zoned agriculture, commercial and residential.  Minimum bids
      range from $422 to $77,774.

    * Lander County is offering 11 properties located in Battle
      Mountain and Kingston.  The properties are zoned single
      family residence, vacant single family, vacant industrial,
      vacant commercial and vacant unknown. Minimum bids range
      from $700 - $2,500.

    * White Pine County is offering 17 properties located in Ely,
      East Ely, Ruth, McGill, Cherry Creek, Lund and Preston.  The
      properties are zoned residential, vacant unknown, vacant
      commercial and vacant residential. Minimum bids range from
      $1,000 - $6,500.

Due diligence materials, including tax information and maps are
available for viewing online at Bid4Assets. Interested bidders
should go to http://www.bid4assets.com/nevadafor more  
information. Bidders who are unable to bid online can contact
Bid4Assets toll-free at 1-877-427-7387 to request an off-line bid
form.

"Bid4Assets is helping innovative counties streamline the sale of
its tax- defaulted properties. By using the Internet, we are able
to reduce administrative costs, reach more buyers and sell a
greater number of properties at each sale. The ultimate
beneficiary is the tax-payer," said Bid4Assets Vice President of
Corporate Marketing Jenny Lynch.

Bid4Assets has successfully sold thousands of tax-defaulted
properties for several counties in California including San
Bernardino, San Diego, Kern, Sierra and Modoc and more recently
for counties in Idaho and Michigan. Bid4Assets has conducted sales
of seized, surplus and non-strategic assets for more than 40
federal, state and local government agencies nationwide. Clients
include the U.S. Marshals Service, the Department of Energy, the
states of Georgia and Maryland.

                  About Bid4Assets, Inc.

Bid4Assets -- http://www.bid4assets.com/-- is a leading online  
auction site where serious buyers and sellers meet to transact
high-end assets from government, non-profit and private industry.
We help our clients by providing customized solutions such as
online, webcast and traditional auctions, as well as Storefronts
and Private Auction Exchanges. Bid4Assets focuses on high-end
assets, selling real estate, personal property, financial
instruments and bankruptcy claims to a worldwide network of
buyers. The company is located in Silver Spring, Md., phone (301)
650-9193, fax (301) 650-9194.


* BOOK REVIEW: Lost Prophets -- An Insider's History
               of the Modern Economists
----------------------------------------------------
Author: Alfred L. Malabre, Jr.
Publisher: Beard Books
Softcover: 256 pages
List Price: $34.95
Review by Henry Berry

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981807/internetbankrupt  

Alfred Malabre's personal perspective on the U.S. economy over the
past four decades is firmly grounded in his experience and
knowledge.  Economics Editor of The Wall Street Journal from 1969
to 1993 and author of its weekly "Outlook" column, Malabre was in
a singular position to follow the U.S. economy in recent decades,
have access to the major academic and political figures
responsible for economic affairs, and get behind the crucial
economic stories of the day.  He brings to this critical overview
of the economy both a lively, often provocative, commentary on the
picture of the turns of the economy.  To this he adds sharp
analysis and cogent explanation.

In general, Malabre does not put much stock in economists. "In
sum, the profession's record in the half century since Keynes and
White sat down at Bretton Woods [after World War II] provokes
dismay."  Following this sour note, he refers to the belief of a
noted fellow economist that the Nobel Prize in this field should
be discontinued.  In doing so, he also points out that the Nobel
for economics was not one originally endowed by Alfred Nobel, but
was one added at a later date funded by the central bank of Sweden
apparently in an effort to give the profession of economists the
prestige and notice of medicine, science, literature and other
Nobel categories.

Malabre's view of economists is widespread, although rarely
expressed in economic circles.  It derives from the plain fact
that modern economists, even hugely influential ones such as John
Meynard Keynes, are wrong as many times as they are right.  Their
economic theories have proved incomplete or shortsighted, if not
basically wrong-headed.  For example, Malabre thinks of the
leading economist Milton Friedman and his "monetarist colleagues"
as "super salespeople, successfully merchandising.an economic
medicine that promised far more than it could deliver" from about
the 1960s through the Reagan years of the 1980s.  But the author
not only cites how the economy has again and again disproved the
theories and exposed the irrelevance of wrong-headedness of the
policy recommendations of the most influential economists of the
day.  Malabre also lays out abundant economic data and describes
contemporary marketplace and social activities to show how the
economy performs almost independently of the best analyses and
ideas of economists.

Malabre does not engage in his critiques of noted economists and
prevailing economic ideas of recent decades as an end in itself.
What emerges in all of his consistent, clear-eyed, unideological
analysis and commentary is his own broad, seasoned view of
economics-namely, the predominance of the business cycle.  He
compares this with human nature, which is after all the substance
of economics often overlooked by professional and academic
economists with their focus on monetary policy, exchange rates,
inflation, and such.  "The business cycle, like human nature, is
here to stay" is the lesson Malabre aims to impart to readers
interested in understanding the fundamental, abiding nature of
economics.  In Lost Prophets, in language that is accessible and
jargon-free, this author, who has observed, written about, and
explained economics from all angles for several decades,
persuasively makes this point.

In addition to holding a top position at The Wall Street Journal,
Malabre is also the author of the books, Understanding the New
Economy and Beyond Our Means, which received the George S. Eccles
Prize from the Columbia Business School as the best economics book
of 1987.

                          
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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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