TCR_Public/040505.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, May 5, 2004, Vol. 8, No. 88

                           Headlines

ACTUANT CORP: S&P Rates $250M Sr. Revolving Credit Facility at BB
ADELPHIA BUSINESS: Agrees With PECO to Buy Joint Venture
ADVANCED GLASSFIBER: Emerged from Chapter 11 Bankruptcy on Apr. 2
AIR VEGAS AIRLINES: Case Summary & 18 Largest Unsecured Creditors
AMERICAN REAL: S&P Assigns BB Rating to $300M Sr. Unsecured Notes

ASTROPOWER INC: Court Fixes May 10 as the Last Date to File Claims
CABLETEL COMMUNICATIONS: AMEX Accepts Continued Listing Plan
CASCADES INC: Incurs $6 Million Net Loss in First Quarter 2004
CITRIX: S&P Affirms BB- Corporate Rating with Positive Outlook
CKE RESTAURANTS: S&P Assigns B Rating to $380MM Senior Bank Loan

COLLINS & AIKMAN: S&P Places Low-B Ratings on Watch Negative
CONCENTRA OPERATING: Records Increased Revenues in First Quarter
CUMMINS: Improved Operating Performance Spurs S&P's Stable Outlook
DEUTSCHE MORTGAGE: Fitch Affirms Low Ratings on Class G & H Notes
DEXTERITY SURGICAL: First Creditors' Meeting Fixed for May 20

DII INDUSTRIES: Asks Court to Approve RHI Holding Settlement Pact
DIRECTV LATIN: Mayer Brown Law Firm Wants $3MM+ Final Fee Payment
DISTRIBUTION DYNAMICS: Case Summary & 20 Unsecured Creditors
DT INDUSTRIES: Ex-Auditor PwC Airs Doubt in Going Concern Ability
DVI INC: Claims Bar Date Moved to May 10, 2004

ENRON CORPORATION: Taylor, et al., Retain Blank Rome as Counsel
EPOCH 2001-1: S&P Affirms Ratings and Removes CreditWatch
FALCON HOSPITALITY: Case Summary & 4 Largest Unsecured Creditors
FEDERAL-MOGUL: Files Second Amended Reorganization Plan
FEMONE INC: Former Auditors Express Going Concern Uncertainty

FLEMING: Wants to Assume Sublease for Miami Warehouse Property
GENERAL ROOFING: Case Summary & 20 Largest Unsecured Creditors
GL ENERGY: SEM Declares Default & Terminates Joint Venture Pact
GLOBAL CROSSING: Taps Deloitte for Independent Accounting Review
GLOBAL CROSSING: Settling Securities & Pension Claims for $325MM

GRAY TELEVISION: S&P Affirms Ratings & Revises Outlook to Positive
GREAT LAKES: S&P Cuts Corporate & Senior Secured Debt Ratings to B
GWE ENTERPRISES: Case Summary & 37 Largest Unsecured Creditors
HEALTHSOUTH: Bondholder Talks Continue Pending Default Resolution
HEALTHSOUTH: Names Jay Grinney as New President & CEO

HT DEVELOPMENT LLC: Case Summary & 3 Largest Unsecured Creditors
INTERNATIONAL BIOCHEMICAL: Sec. 341(a) Meeting Slated for May 20
IT GROUP: First Amended Reorganization Plan Declared Effective
J/Z CBO: Fitch Downgrades 3 Note Classes to Low-B & Junk Levels
KAISER ALUMINUM: Reaches Settlement with Hearing Loss Claimants

KOSA B.V.: S&P Affirms Low-B Ratings and Removes Negative Watch
LANDMARK MIDWEST: Case Summary & 10 Largest Unsecured Creditors
LARSCOM INC: Posts $1.8 Million Net Loss for First Quarter 2004
MAGNESIUM CORP: Creditors' Meeting Scheduled for May 24
MEDICAL WIND: May 10 Deadline to Vote on Chapter 11 Plan

MERRILL LYNCH: Fitch Upgrades $7.6MM Class F Certificates to BB+
NESS ENERGY: Rosenberg Replaces Weaver and Tidwell as Accountants
NETEXIT INC: Files for Chapter 11 Protection in Delaware
NETEXIT INC: Case Summary & 12 Largest Unsecured Creditors
NEXTEL PARTNERS: S&P Puts B- Corp. Credit Rating on Watch Positive

NATIONAL ENERGY: Bankruptcy Court Confirms Reorganization Plan
NATIONSRENT INC: Creditor Trustee Wants July 13 Service Deadline
NUCENTRIX: Exits Chapter 11 & Expects to Pay Creditors in Full
OCUMED GROUP: First Creditors' Meeting Convenes on May 26
OMEGA: Secures $9.4MM New Investment & $50MM Credit Line Increase

OWENS CORNING: Wants Court Approval of Syar Napa County Lease Pact
PARMALAT: Banco Itau Says Fund Safe from Debtor's Credit Risk
PREMCOR: Delaware Refinery Buyout Prompts Fitch's Ratings Upgrade
RCN CORP: Lenders Agree to Extend Forbearance Pacts Until May 17
RECOTON CORPORATION: Plan Confirmation Hearing Today in Manhattan

SALOMON BROS: Fitch Downgrades 3 Classes to Low-B & Junk Levels
SANTA ROSA BAY: Fitch Affirms BB- Rating on $106MM Revenue Bonds
SIERRA PACIFIC: S&P Rates Proposed $50MM Synthetic Bank Loan at BB
SOLUTIA: Stay Lifted Allowing Eastman to Exercise Set-Off Rights
SR TELECOM: S&P Further Junks Ratings with Negative Outlook

TITAN CORPORATION: First Quarter Revenues Up by 21% to $459 Mil.
TWODAYS: Has Until May 13 to Complete & File Bankruptcy Schedules
TWODAYS: U.S. Trustee Meeting with Creditors on May 7
UNITED AIRLINES: Retiree Committee Wants to Retain PwC as Actuary
US AIRWAYS: Dave Davis Named Chief Financial Officer

US UNWIRED: Stockholders' Deficit Tops $239MM at March 31, 2004

* Gary Pemberton Joins Marshack Shulman as Litigation Partner
* Brossman, Walters & Bein Join Saul Ewing's Harrisburg Office
* Ropes & Gray Adds Bradford Badke to New York IP Litigation Group

* Upcoming Meetings, Conferences and Seminars

                           *********

ACTUANT CORP: S&P Rates $250M Sr. Revolving Credit Facility at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
$250 million senior revolving credit facility of Actuant Corp.
(BB/Stable/--). Proceeds from the credit facility, maturing Feb.
19, 2009, were used to refinance the company's existing secured
revolving credit facility.

Actuant, based in Milwaukee, Wisconsin, manufactures a variety of
standard and customized products for retail and industrial
customers and original equipment manufacturers (OEMs). It had
total balance sheet debt of about $231 million at Feb. 29, 2004.

"The stable outlook reflects our expectation that Actuant's
improved financial profile, which is the result of management's
continued focus on cash flow generation and debt reduction, will
be sustained," said Standard & Poor's credit analyst Nancy Messer.
"It also incorporates the assumption that the company will
maintain a disciplined approach to acquisitions. Upside ratings
potential is limited by competitive and cyclical end-markets and
the relatively modest size of the company, which limits
debt capacity."

Financial covenants on the new credit facility include minimum
fixed-charge coverage and maximum leverage ratios. The new
revolving facility is not secured by the company's assets, but
provides for guaranties and stock pledges by certain of Actuant's
significant subsidiaries. A security interest in the stock of the
company's subsidiaries provides a claim against only the residual
value after the direct claims against the subsidiaries are
satisfied. While subsidiary guaranties may clarify the lender's
standing versus other subsidiary creditors, ascertaining priority
or equal claims at the point of bankruptcy would be highly
speculative.


ADELPHIA BUSINESS: Agrees With PECO to Buy Joint Venture
--------------------------------------------------------
TelCove, formerly Adelphia Business Solutions, Inc., announced
that it has reached agreement with Exelon Communications Company,
LLC, PECO Energy Company, and their affiliates for the purchase of
certain metropolitan fiber network assets and the transfer of all
PECO TelCove joint venture partnership interests in markets served
by their joint venture.  Upon receipt of regulatory approvals, the
transaction will result in TelCove's full ownership of these
markets.

PECO TelCove began as a joint venture between an Exelon
Communications Company subsidiary and TelCove in 1995.  Its
service area encompasses the Pennsylvania counties of
Philadelphia, Bucks, Chester, Montgomery, and Delaware, as well
as the Pennsylvania cities of Allentown, Bethlehem, Easton,
Reading, and Philadelphia.

The purchase of this fiber network and partnership interest
in these Pennsylvania markets represents the final "partnership
roll-up" effort by TelCove, which throughout the 1990's had begun
operations in local market partnership with other cable and
utility providers, building large, dense metropolitan fiber
networks.  This purchase, coupled with those markets recently
transferred to TelCove in a settlement with Adelphia
Communications, and TelCove's other core markets, brings the
number of markets served by TelCove to 50 cities throughout the
eastern half of the United States.

The southeastern PA network consists of more than 1,200
route miles of fiber and over 250 "lit" buildings.  "For TelCove,
this transaction represents a significant milestone in our
continuing efforts to own and control the assets we use to serve
our end user and carrier customers throughout the TelCove
footprint", stated Bob Guth, TelCove President and Chief
Executive Officer.  "PECO Energy and Exelon Communications have
been tremendous infrastructure partners for TelCove over the past
eight years. The metropolitan fiber network in southeastern
Pennsylvania is unquestionably among the most robust in the
nation. Given the strategic significance of this area to our
larger footprint throughout the eastern United States, we believe
that this transaction further distinguishes TelCove as one of the
nation's premier facilities based competitive telecommunications
service providers."

Headquartered in Coudersport, Pennsylvania, Adelphia Business
Solutions, Inc., now known as TelCove -- http://www.adelphia-
abs.com/ -- is a leading provider of facilities-based integrated
communications services to businesses, governmental customers,
educational end users and other communications services providers
throughout the United States.  The Company filed for Chapter 11
protection on March March 27, 2002 (Bankr. S.D.N.Y. Case No. 02-
11389) and emerged under a chapter 11 plan on April 7, 2004.
Harvey R. Miller, Esq., Judy G.Z. Liu, Esq., Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $ 2,126,334,000 in assets and $1,654,343,000 in debts.
(Adelphia Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADVANCED GLASSFIBER: Emerged from Chapter 11 Bankruptcy on Apr. 2
-----------------------------------------------------------------
On March 8, 2004 the U.S. Bankruptcy Court for the District of
Delaware entered an order by the Honorable Judith K. Fitzgerald
confirming the First Amended Joint Plan of Reorganization under
Chapter 11 of the Bankruptcy Code of Advanced Glassfiber Yarns LLC
and AGY Capital Corporation.

The Joint Plan of Reorganization took effect on April 2, 2004.

The Debtors, affiliates of Owens Corning, are among the largest
manufacturers and global suppliers of glass yarns. Prior to and
including September 30, 1998, Aiken, SC-based Advanced Glassfiber
Yarns was the glass yarns and specialty materials business of
Owens Corning. Since September 30, 1998, Advanced Glassfiber Yarns
has been a joint venture between Porcher Industries, S.A. and
Owens Corning. The Debtors filed for chapter 11 protection (Bankr.
Del. Lead Case No.: 02-13615) on December 10, 2002 before the
Honorable Judith K. Fitzgerald. Mark E. Felger, Esq. of Cozen
O'Connor and Alan B. Hyman, Esq. and Scott K. Rutsky, Esq. of
Proskauer Rose LLP represent the Debtors in their restructuring
efforts.


AIR VEGAS AIRLINES: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: AVI, Inc.
        dba Air Vegas Airlines
        2642 Airport Drive
        North Las Vegas, Nevada 89032

Bankruptcy Case No.: 04-14779

Type of Business: The Debtor is the oldest and most experienced
                  continuous family-owned charter air tour
                  operator in Las Vegas.
                  See http://www.airvegas.com/

Chapter 11 Petition Date: April 30, 2004

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Gregory A. Miles, Esq.
                  Woods Erickson Whitaker & Miles LLP
                  1349 Galleria Drive, Suite 200
                  Henderson, NV 89014
                  Tel: 702-433-9696
                  Fax: 702-434-0615

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Arizona Dept. of              Trade credit              $139,861
Transportation                (landing fees)

Aviall Services, Inc.         Trade credit                $9,811

Kansas Aviation of            Trade credit                $9,686
Independence

Cintas Corp.                  Trade credit                $6,342

Desser Tire & Rubber          Trade credit                $5,821

G.C.N.P.                      Trade credit-fees           $3,050

Bankcard Center               Credit card                 $2,615

L-3 Communications Avionics   Trade credit                $2,573

Future Aviation, Inc.         Trade credit                $2,464

AAR Distribution              Trade credit                $2,431

WF Payment Remittance Center  Credit card                 $2,257

Canyon State Oil Co., Inc.    Trade credit                $2,201

Weco Aerospace Systems, Inc.  Trade credit                $2,164

Ikon Office Solutions         Trade credit                $1,964

Cingular Wireless             Trade credit-cellular       $1,365

Mpower Communications         Trade credit                $1,296

Aqua Perfect                  Trade credit                $1,249

Otto Instrument Service Inc.  Trade credit                $1,235


AMERICAN REAL: S&P Assigns BB Rating to $300M Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
proposed $300 million senior unsecured notes issued by American
Real Estate Partnership L.P. and American Real Estate Finance
Corp. At the same time, Standard & Poor's assigned its 'BB' long-
term counterparty credit rating to American Real Estate Holdings,
L.P. a 100% owned subsidiary of AREP.

AREP is a publicly traded master limited partnership that is 86.5%
owned by Carl C. Icahn and his affiliates, and 13.5% held by
public unit holders. AREP's General Partner is American Property
Investors Inc., which is 100% owned by Beckton Corp., which is, in
turn, 100% owned by Carl C. Icahn, and has a 1% general
partnership interest in AREP. AREP Finance is a wholly owned
subsidiary of AREP that was solely formed to serve as a
coissuer of the above-mentioned debt issuance. The issue is
guaranteed by AREH, an intermediate holding company with
diversified operations that is a 100% owned subsidiary of AREP.
American Property Investors Inc. also has a 1% general partnership
interest in AREH.

AREP's operations, through its intermediate holding company, AREH,
consist of rental commercial real estate, commercial real estate
development, hotel, resort and casinos, oil & gas operations, and
various investments. The rating on the debt deal reflects the
guarantee by AREH, the company's significant capital base of $1.6
billion, low leverage of 0.5x with this debt issuance, successful
track record, and significant investment contacts of majority
owner Carl C. Icahn. These factors are offset by the large
investment exposure to just a handful of businesses, the company's
dependence on one key principal, significant history of affiliate
transactions and corporate governance issues, and the inability
to predict the future make-up of AREP and its wholly-owned
subsidiary AREH. The company has adopted Sarbanes-Oxley and is in
compliance with NYSE listing requirements, which should mitigate
concerns over intercompany and affiliate transactions. The ratings
also assume that AREP continues to hold ample liquidity, which has
historically run approximately $500 million. The senior notes are
structurally subordinated to the $215 million of senior secured
notes of American Casino & Entertainment Properties Corp. LLC and
American Casino & Entertainment Properties Finance Corp. and
mortgage debt at AREH. The company's business model is to purchase
distressed assets and investments at a discount on an
opportunistic basis, and therefore the future formation of the
company is highly unpredictable.

The stable outlook on AREP assumes that adequate liquidity and
capitalization are maintained and the company's risk adjusted
business model does not change drastically. Additionally,
intercompany and affiliated transactions are expected to be
immaterial. Uncertainty relating to the company's business mix
remains and will be monitored by Standard & Poor's.


ASTROPOWER INC: Court Fixes May 10 as the Last Date to File Claims
------------------------------------------------------------------
On March 31, 2004, the U.S. Bankruptcy Court for the District of
Delaware established a claims bar date -- a deadline by which all
creditors mist file proof of any prepetition claim against
Astropower Inc.

The Court fixed May 10, 2004 at 4:00 p.m. as the deadline to file
proofs of claim with the Clerk of Court.  Copies must be served
on:
                                    By Special Delivery or
    By U.S. Mail:                   Overnight Mail:
    -------------                   ----------------------
    Donlin, Recano & Company, Inc.  Donlin, Recano & Company, Inc.
    Re: AstroPower Inc.             Re: AstroPower, Inc.
    P.O. Box 2074                   419 Park Avenue South
    Murray Hill Station             Suite 1206
    New York, NY 10156              New York, NY 10016

Proof of Claim forms and copies of the Debtor's Schedules may be
obtained at the Office of the Clerk or at the offices of the
Debtor's Attorney:

               Derek C. Abbott, Esq.
               Morris, Nichols, Arsh & Tunnell
               1201 N. Market Street, 18th Floor
               Wilmington, Delaware 19801

Astropower Inc. produces the world's largest solar electric
(photovoltaic) cells and a full line of solar modules. The Company
filed for chapter 11 protection (Bankr. Del. Case No.: 04-10322)
on February 1, 2004.


CABLETEL COMMUNICATIONS: AMEX Accepts Continued Listing Plan
------------------------------------------------------------
Cabletel Communications Corp. (AMEX:TTV)(TSX:TTV), announced that
the American Stock Exchange (AMEX) has accepted the Company's plan
to regain compliance with AMEX's continued listing standards and
has granted the Company an extension until May 26, 2004 to regain
compliance with these standards.

In January 2004, the Company received notice from the AMEX staff
indicating the Company was below certain continuous listing
standards as set forth in Section 1003(a)(iv) of the AMEX Company
Guide. More specifically, the Company had sustained losses which
were substantial in relation to its overall operation and its
existing financial resources and financial condition has become so
impaired that it appears questionable, in the opinion of the AMEX,
as to whether the Company will be able to continue operations
and/or meet obligations as they mature. The Company was afforded
an opportunity to submit its plan to AMEX and did so in March
2004. Upon accepting the plan, AMEX provided the Company with an
extension until May 26, 2004 to regain compliance with the
continued listing standards. Amex will allow the Company to
maintain its AMEX listing through the plan period, subject to
periodic review of the Company's progress by the AMEX staff. If
the Company does not make progress consistent with the plan to
regain compliance with the continued listing standards by the end
of the extension period, the AMEX staff may initiate delisting
procedures.

Cabletel Communications offers a wide variety of products to the
Canadian television and telecommunications industries required to
construct, build, maintain and upgrade systems. The Company's
engineering division offers technical advice and integration
support to customers. Stirling Connectors, Cabletel's
manufacturing division supplies national and international
clients with proprietary products for deployment in cable, DBS
and other wireless distribution systems. More information about
Cabletel can be found at http://www.cabletelgroup.com/

                       Liquidity Issues

In its latest Form 10-Q, filed for the quarter ended September 30,
2003 with the Securities and Exchange Commission, Cabletel
Communications reports:

"The Company is in negotiations with a number of its creditors
regarding waivers of and / or the restructuring of certain of its
obligations. Further, at September 30, 2003, the Company's current
assets exceed its current liabilities by $871,870, creating short
term liquidity issues for the Company. In order to address these
liquidity issues, the Company is exploring a number of options,
including (i) raising additional financing through the issuance of
debt or equity securities, (ii) the restructuring of existing
obligations and (iii) selling certain assets of the Company. If
the Company is not successful with such plans, the Company may not
be in a position to continue to operate as a going concern. In
such event, the Company will be required to consider alternative
courses of action, including, but not limited to, seeking
protection under applicable bankruptcy laws."


CASCADES INC: Incurs $6 Million Net Loss in First Quarter 2004
--------------------------------------------------------------
Cascades Inc. (Symbol: CAS-TSX) reports a net loss of $6 million
($0.08 per share) for the quarter ended March 31, 2004 compared to
net earnings of $16 million ($0.19 per share) for the same period
in 2003. The net loss for the quarter ended March 31, 2004
includes an after-tax foreign exchange loss on U.S. denominated
debt of $5 million ($0.06 per share) and an after-tax unrealized
gain on derivative financial instruments of $4 million (0.05 per
share). Net earnings for the first quarter of 2003 included a
foreign exchange gain on U.S. denominated debt and a loss on long-
term debt refinancing. The first quarter results of last year also
included Cascades' share of an adjustment to a gain realized by
Boralex Inc., a significantly influenced company, related
to the disposition of certain assets to the Boralex Income Fund
created in early 2002. These items increased net earnings of the
first quarter of 2003 by $5 million ($0.06 per share).

Sales decreased by 3.2% during the first quarter of 2004,
amounting to $870 million compared to $899 million for the same
period last year. Operating income before depreciation amounted to
$57 million for the period, compared to $71 million a year
earlier. The operating income before depreciation for the
quarter ended March 31, 2004 includes our share of an unrealized
gain on derivative financial instruments of $5 million in a joint
venture.

Commenting on the results, Mr. Alain Lemaire, President and Chief
Executive Officer stated: "The company has continued efforts to
control costs to better respond to difficult market conditions and
with the reality of an appreciated Canadian dollar. These
initiatives and managerial skills are key factors which help
Cascades' operations to generate positive cash-flow through these
difficult and challenging times. As current economic indicators
appear more favourable for paper and packaging companies, we are
confident that these efforts will be complemented by the gradual
implementation of recently announced price increases in most of
our operating sectors."

                  Dividend on Common Shares

The Board of Cascades declared a quarterly dividend of $0.04 per
share to be paid on June 14, 2004 to shareholders of record at the
close of business on May 31, 2004.


                     About the Company

Cascades is a leader in the manufacturing of packaging products,
tissue paper and specialized fine papers. Internationally,
Cascades employs 15,000 people and operates close to 150 modern
and versatile operating units located in Canada, the United
States, France, England, Germany and Sweden. Cascades recycles
more than two million tons of paper and board annually, supplying
the majority of its fibre requirements. Leading edge de-inking
technology, sustained research and development, and 40 years in
recycling are all distinctive strengths that enable Cascades to
manufacture innovative value-added products. Cascades' common
shares are traded on the Toronto Stock Exchange under the ticker
symbol CAS.

                           *   *   *

As previously reported, Standard & Poor's Ratings Services revised
its outlook on diversified paper and packaging producer Cascades
Inc. to negative from stable. At the same time, the 'BB+' long-
term corporate credit rating and 'BBB-' senior secured bank loan
rating were affirmed.

"The outlook revision stems from concerns that Cascades is
unlikely to improve its credit profile in the near term and
remains vulnerable to further weakening if challenging conditions
persist," said Standard & Poor's credit analyst Clement Ma.


CITRIX: S&P Affirms BB- Corporate Rating with Positive Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Fort Lauderdale, Florida-based Citrix Systems
Inc. and revised its outlook on the company to positive from
stable. The outlook revision is based on the access infrastructure
solutions provider's reduced debt burden following a recent bond
redemption.

"The ratings on Citrix reflect narrow product and revenue bases,
very competitive industry conditions, and a moderately aggressive
growth strategy," said Standard & Poor's credit analyst Philip
Schrank. These factors are tempered by its good niche market
position and adequate financial flexibility to support its growth
initiatives.

With 2003 revenues of $589 million, Citrix is a leading provider
of system software to support the server-based deployment and
management of enterprise-class Windows applications. Its Metaframe
and Winframe products allow for application development on Windows
servers in multi-platform environments.

Although it operates in a fragmented and competitive industry,
Citrix has been able to maintain good operating margins by
focusing its R&D on a targeted product family and architecture,
while providing value-added functionality. Although Citrix has a
growing position in its selected niche, it remains vulnerable to
competitors that are substantially larger and more entrenched.

Operating margins could be pressured from current levels in the
mid 20% area because of competitive pricing and product mix
shifts. However, the earnings outlook is fueled by increased
penetration within Citrix' existing client base, growth of
electronic licensing (rather than packaged-product sales), and
strategic alliances that could provide meaningful revenue
opportunities over time.


CKE RESTAURANTS: S&P Assigns B Rating to $380MM Senior Bank Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating and a '3' recovery rating to quick-service restaurant
operator CKE Restaurants Inc.'s planned $380 million senior
secured bank loan. Proceeds will be used to repay the company's
senior subordinated notes, refinance the company's existing
credit facility, and for a $20 million share repurchase.

At the same time, Standard & Poor's raised its corporate credit
rating on CKE to 'B' from 'B-'. The subordinated debt rating was
raised to 'CCC+' from 'CCC'. The outlook is stable.

"The upgrade is based on improving operating trends at the
company's Hardee's brand and benefits from the refinancing," said
Standard & Poor's credit analyst Robert Lichtenstein. "The
transaction will lower the company's interest rate and improve
financial flexibility by reducing amortization payments."
Carpinteria, California-based CKE had $418 million of debt
outstanding as of Jan. 31, 2004.

The ratings reflect CKE's participation in the highly competitive
quick-service sector of the restaurant industry, weak cash flow
protection measures, a highly leveraged capital structure, and
limited financial flexibility. The ratings also take into account
the poor operating performance at the company's Hardee's
restaurant concept, despite major efforts to improve the brand.
These risks are somewhat mitigated by the strength of the
company's established Carl's Jr. concept.

CKE is an operator and franchisor of quick-service restaurants
operating primarily under the Carl's Jr. and Hardee's brand names.
The company has been experiencing weak operating performance since
it acquired Hardee's in 1997. In order to improve results at
Hardee's, management changed its focus to premium products from
discount products. Initial results have been encouraging,
especially over the past quarter. However, promotional pricing
activity by larger competitors, such as McDonald's and Burger
King, could challenge the company's strategy of focusing on
premium products. Moreover, competitors could duplicate any
success.

Same-store sales at Hardee's gained 2.5% in 2003, following a 2.2%
decline in 2002, while same-store sales at Carl's Jr. rose 2.9% in
2003 after increasing 0.7% the year before. However, operating
margins in 2003 dropped to 14.3% from 15.2% in the prior year. The
decline is attributed to higher beef prices and additional costs
required for the menu conversion at Hardee's.


COLLINS & AIKMAN: S&P Places Low-B Ratings on Watch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on carpet
manufacturer Collins & Aikman Floorcoverings Inc. on CreditWatch
with negative implications, including the company's 'BB-' long-
term corporate credit and senior secured debt ratings. The 'B'
subordinated debt rating was also placed on CreditWatch.

Collins & Aikman Floorcoverings' total debt outstanding at Jan.
31, 2004, was $209.3 million.

"The CreditWatch placement follows the company's announcement that
it is currently in discussions with its secured lenders to obtain
a waiver and amendments to the covenants under its senior secured
revolving credit facility for fiscal 2005 ending Jan. 31," said
Standard & Poor's credit analyst Susan Ding. "Although the company
expects to obtain these revisions, they have caused a delay in the
company's 10-K filing with the SEC."

Collins & Aikman Floorcoverings also reported weaker-than-expected
financial results for the fiscal year due to slower demand in the
corporate sector, as well as higher sales, general, and
administration expenses.

Standard & Poor's will meet with management in the near term to
discuss its business and financial plans in light of these
concerns.

Collins & Aikman Floorcoverings is a manufacturer of vinyl-backed
commercial carpet, modular carpet tile, and six-foot roll carpet
for the corporate, health care, education, government, and retail
sectors.


CONCENTRA OPERATING: Records Increased Revenues in First Quarter
----------------------------------------------------------------
Concentra Operating Corporation announced results for the first
quarter ended March 31, 2004.

For the quarter, the Company reported revenue of $271,893,000 and
Adjusted Earnings Before Interest Taxes Depreciation and
Amortization of $39,004,000. This represented an increase of 8% in
revenue and 14% in Adjusted EBITDA as compared to the $252,151,000
in revenue and $34,165,000 in Adjusted EBITDA reported for the
first quarter of 2003. Concentra computes Adjusted EBITDA in the
manner prescribed by its bond indentures.

Operating income for the quarter grew 27% to $28,832,000 from
$22,772,000 in the year-earlier period. Net income for the first
quarter increased 19% to $8,173,000 from $6,873,000 in the first
quarter of 2003.

"We've begun 2004 with strong results," said Daniel Thomas,
Concentra's Chief Executive Officer. "Our Health Services division
performed particularly well during the first quarter. The positive
patient visit trends we began to see last year have increased to
even stronger levels in recent months. During the quarter, we
achieved an 8.8% same center visit growth rate which compares to
0.7% during the first quarter of last year. We believe these
trends are a result of the renewed national employment trends as
well as a reflection of the excellent efforts of our sales and
account management teams. These strong visit trends contributed to
growth of 13% in revenue and 33% in gross profit for our Health
Services segment during the quarter. We also achieved significant
increases in the revenue of our Network Services segment. While we
believe the growth in Network Services may moderate somewhat in
coming quarters, we were pleased to have achieved an increase of
18% in revenue and 17% in gross profit, reflecting the benefits of
higher comparative group health and worker's compensation bill
review volumes.

"As our financial results also show, we continue to experience
declines in the revenue and contribution from our Care Management
segment," said Thomas. "We feel these declines are due in part to
the inherent lag that occurs between the date of injury and the
point at which longer-term disability cases are referred for case
management and independent medical exams. As nationwide employment
continues to increase, we believe there will be a rebound in the
demand for these later-stage workers' compensation services.
Additionally, through a continued focus on expense management and
performance improvement initiatives, we've been able to minimize
the impact of this segment of our business on our results as a
whole."

Concentra completed the first quarter of 2004 with $33,130,000 in
cash and investments and had no borrowings outstanding under its
$100 million revolving credit facility. The Company also reported
a reduction in its days sales outstanding ("DSO") to 60 days at
March 31, 2004, from 62 days as of March 31, 2003.

Concentra Operating Corporation (S&P, B+ Corporate Credit Rating,
Negative), headquartered in Addison, Texas, the successor to and a
wholly owned subsidiary of Concentra Inc., provides services
designed to contain healthcare and disability costs and serves the
occupational, auto and group healthcare markets.


CUMMINS: Improved Operating Performance Spurs S&P's Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Columbus, Indiana-based Cummins Inc. to stable from negative,
based on improving operating performance and recovering industry
fundamentals that should result in stronger earnings and cash
generation. At the same time, Standard & Poor's affirmed its 'BB+'
corporate credit rating on the company.

"Although the firm still has large unfunded pension and other
postretirement employee benefits (OPEBs) obligations, anticipated
sizable free cash flow generation is expected to be largely
earmarked for debt reduction, enabling the firm to reduce its
overall debt and debt-like burden," said Standard & Poor's credit
analyst Daniel DiSenso.

As of March 28, 2004, Cummins had about $1.3 billion of debt
outstanding.

Cummins is a leading global manufacturer of diesel engines,
natural gas engines and engine components, electric power-
generation systems, and engine-filtration and exhaust systems. The
company's principal markets are heavy- and medium-duty truck; bus;
light commercial vehicle; and general industrial (including
construction, mining, agricultural, marine, rail, and government,
oil and gas, power generation and commercial marine). Cummins has
good geographic diversity, with about 50% of sales generated
outside the U.S.

Cummins continues to focus on improving its cost structure by
reducing overhead, consolidating facilities, and improving its
global sourcing of components. Together with improved working
capital management and market recoveries, cash flow generation
should strengthen with free cash flow earmarked primarily for debt
repayment. In addition, although Cummins' unfunded retiree
obligations are of concern, cash funding requirements appear to be
manageable relative to the company's cash flow generation.

Cummins has adequate liquidity. At March 28, 2004, cash and
marketable securities totaled $214 million, and Cummins had
availability under its $385 million senior secured revolving
credit facility that expires in November 2005. In addition, the
company has full availability on its new $200 million three-year
revolving accounts receivable securitization program. Cummins also
has discrete business units that could be sold. In March 2005
Cummins' $225 million 6.45% notes mature.


DEUTSCHE MORTGAGE: Fitch Affirms Low Ratings on Class G & H Notes
-----------------------------------------------------------------
Fitch Ratings affirms and removes the following classes of
Deutsche Mortgage & Asset Receiving Corp.'s (DMARC) commercial
mortgage pass-through certificates, series 1998-C1, from Rating
Watch Negative:

               --$45.4 million class G 'B';
               --$18.2 million class H 'B-'.

The removal of classes G and H from Rating Watch Negative is due
to the full repayment of interest shortfalls. In April, the losses
from liquidation of the Healthcare Capital portfolio (3.8%), a
group of eight cross-collateralized, cross-defaulted health care
loans, were passed through the trust, resulting in a 100%
principal loss. However, a portion of the liquidation proceeds was
used to repay the interest shortfalls on several classes.


DEXTERITY SURGICAL: First Creditors' Meeting Fixed for May 20
-------------------------------------------------------------
The United States Trustee will convene a meeting of Dexterity
Surgical, Inc.'s creditors at 10:00 a.m., on May 20, 2004 at Suite
3401, 515 Rusk Ave, Houston, Texas 77002. 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 Houston, Texas, Dexterity Surgical, Inc., is
engaged in the distribution of instruments, equipment and surgical
supplies, primarily used in hand-assisted laproscopic surgery. The
Company filed for chapter 11 protection on April 19, 2004 (Bankr.
S.D. Tex. Case No. 04-35817).  Robert Andrew Black, Esq., at
Fulbright & Jaworski represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $3,639,923 in total assets and $8,715,167 in
total debts.


DII INDUSTRIES: Asks Court to Approve RHI Holding Settlement Pact
-----------------------------------------------------------------
Eric T. Moser, Esq., at Kirkpatrick & Lockhart, LLP, in
Pittsburgh, Pennsylvania, relates that in 1967, Dresser
Industries, Inc., merged with the company then known as Harbison-
Walker Refractories Company.  Dresser Industries operated the
Harbison-Walker refractories business until July 31, 1992, when
Dresser Industries contributed its Harbison-Walker refractories
division and certain other assets to Indresco, Inc., and
distributed the stock of Indresco to the Dresser Industries
shareholders.  In connection with the distribution, Indresco
agreed to assume Dresser Industries' liability related to
asbestos and silica claims filed on or after July 31, 1992.  In
October 1995, Indresco reorganized and changed its name to
Harbison-Walker Refractories Company and created Global
Industrial Technologies, Inc., to act as a holding company of
Harbison-Walker.  Harbison-Walker and DII Industries, an indirect
subsidiary of Halliburton Company, continue to share insurance
coverage for personal-injury and death claims related to alleged
exposure to asbestos and silica contained in Harbison-Walker
products or that of its predecessors, including Dresser
Industries.

On December 31, 1999, an indirect subsidiary of RHI AG merged
with and into GIT, which at the time was a public company that
owned Harbison-Walker along with other miscellaneous businesses
and companies.  After the merger, in September 2000, RHI
Refractories Holding Company was created and became the sole
shareholder of GIT.

On February 14, 2002, Harbison-Walker, an indirect subsidiary of
RHI Holding, and various of its affiliates sought bankruptcy
protection before the Court to resolve escalating litigation
related to personal injury claims allegedly arising from exposure
to asbestos and silica.

               The February 14, 2002 Agreement

(1) The RHI Holding Agreement

Confronted with mounting asbestos and silica-related litigation,
the Debtors and Halliburton began exploring options for a
consensual resolution of tort liability issues in the first and
second quarters of 2002.  Initially, efforts to find a resolution
focused on Harbison-Walker's Chapter 11 cases, Mr. Moser says.
Before the commencement of the Harbison-Walker Bankruptcy Cases,
and pursuant to a letter agreement dated February 14, 2002, DII
Industries paid RHI Holding $40 million in connection with
Harbison-Walker's bankruptcy filing.  In addition, DII Industries
agreed to pay RHI Holding $35 million under certain conditions
relating to the establishment of a permanent channeling
injunction under Sections 524(g) and 105 of the Bankruptcy Code
in favor of DII Industries and its affiliates in Harbison-
Walker's Chapter 11 cases.  Pursuant to the RHI Holding
Agreement, DII Industries also agreed to pay an additional $85
million if a plan including these provisions, acceptable to DII
Industries in its sole discretion, was confirmed and became
effective.

On July 31, 2003, Harbison-Walker filed a reorganization plan.
However, the Debtors contend that this plan was not acceptable to
DII Industries and did not provide a permanent channeling
injunction under Sections 524(g) and 105 of the Bankruptcy Code
in favor of DII Industries and its affiliates as required by the
RHI Holding Agreement.

(2) The Texas Action

As a result of the disputes related to the RHI Holding Agreement,
on August 7, 2003, DII Industries filed a declaratory judgment
lawsuit against RHI Holding in the 80th Judicial District Court
of Harris County, Texas, styled: DII Industries, LLC v. RHI
Refractories Holding Company, Cause No. 2003-43959.  The Action
sought a declaration from the District Court that DII Industries
does not owe RHI Holding any amount under the RHI Holding
Agreement.

(3) The Pennsylvania Action

On August 12, 2003, RHI Holding filed a lawsuit against DII
Industries and its ultimate parent, Halliburton, in the Court of
Common Pleas of Allegheny County, Pennsylvania, styled: RHI
Refractories Holding Company v. Halliburton Company and DII
Industries, LLC, Civil Action No. 03-15273.  The Pennsylvania
Action alleges breach of contract, anticipatory repudiation of
contract, and misrepresentation.  The Pennsylvania Action seeks
damages against DII Industries and Halliburton in excess of $120
million.

(4) Resolution of the RHI Litigation

Since the filing of the Texas Action and the Pennsylvania Action,
DII Industries and RHI Holding have negotiated on the litigation
and have reached a global settlement regarding all claims and
differences, including those in connection with the Texas Action,
the Pennsylvania Action, the Disclosure Statement, the Plan, and
the Reorganization Cases.

                     The Settlement Agreement

By this motion, the Debtors ask the Court to approve the
Settlement Agreement between DII Industries and RHI Holding,
which provides:

   (a) Payment to RHI Holding

       Subject to the approval of the Settlement Agreement, the
       confirmation of the Debtors' Plan, and the occurrence of
       the Plan Effective Date, DII Industries will pay
       $10,000,000 to RHI Holding.

   (b) Contributions to the Asbestos and the Silica PI Trusts

       At the same time as the DII Industries Payment, DII
       Industries will pay $950,000 to the Asbestos PI Trust and
       $50,000 to the Silica PI Trust on behalf of the RHI
       Entities.

   (c) Releases in Favor of DII Industries

       RHI Holding will dismiss with prejudice the Pennsylvania
       Action, and RHI Holding and RHI Finance ApS will release
       and discharge DII Industries and Halliburton from and
       against all manner of claims except for:

        (i) any trade receivables, ordinary-course contract
            claims, or claims arising in RHI Holding's ordinary
            course of business; and

       (ii) claims arising under the Settlement Agreement.

   (d) Releases in Favor of the RHI Entities

       DII Industries will dismiss with prejudice the Texas
       Action, and DII Industries will release and discharge RHI
       Holding, RHI Finance and RHI AG from and against all
       manner of claims, except for:

        (i) any trade receivables, ordinary-course contract
            claims, or claims arising in DII Industries' ordinary
            course of business; and

       (ii) claims arising under the Settlement Agreement.

   (e) Benefit of Permanent Channeling Injunction

       The Plan will be deemed modified to make the RHI Entities
       beneficiaries of the Permanent Channeling Injunction.
       This means that all claims against the RHI Entities that
       are based on the direct or indirect liability of a
       Halliburton Entity or a Harbison-Walker Entity for
       asbestos or silica-related personal injury claims will be
       channeled for treatment under the Asbestos PI Trust or the
       Silica PI Trust.

   (f) Amendments to Plan Documents

       The Plan and the Glossary will be deemed modified to
       provide that each of the RHI Entities will be included in
       the definitions of "GIT Affiliate" and "Harbison-Walker
       Protected Party" for purposes of the Permanent Channeling
       Injunction, notwithstanding any terms in the Plan, the
       Disclosure Statement, the Glossary, or any other Plan
       Document to the contrary;

   (g) Stay of RHI Litigation

       The Settlement Agreement provides for the stay of the RHI
       Litigation, including discovery with respect to the
       litigation, pending the Effective Date of the Plan that is
       consistent with the terms and provisions of the Settlement
       Agreement.

   (h) Termination

       If either:

       (1) an objection is filed against the Disclosure Statement
           or the Plan based on inclusion of the RHI Entities as
           beneficiaries of the Permanent Channeling Injunction
           or based on any term of the Settlement Agreement,
           which objection is not withdrawn or overruled after
           DII Industries and RHI Holding use their reasonable
           best efforts to accomplish a withdrawal or overruling
           of the objection; or

       (2) an appeal is taken from an order of the District Court
           confirming or affirming the Plan based on the
           inclusion of the RHI Entities as beneficiaries of the
           Permanent Channeling Injunction or based on any term
           of the Settlement Agreement, and that appeal is
           pending as of the 30th day after entry of the order
           approving the Settlement Agreement, notwithstanding
           the reasonable best efforts of DII Industries and RHI
           Holding to cause a withdrawal or dismissal of that
           appeal and the Effective Date has not yet occurred,

       either DII Industries or RHI Holding may terminate the
       Settlement Agreement upon a 15-day written notice.

Mr. Moser contends that the terms of the Settlement Agreement are
fair and reasonable because:

   * The Settlement Agreement resolves over $120 million in
     asserted claims against DII Industries through litigation
     that is sufficiently complex that it:

       (i) would be costly to all parties involved;

      (ii) could result in losses to DII Industries greater than
           the amount to be paid under the Settlement Agreement;
           and

     (iii) could potentially impact the price of Halliburton
           stock, which is a major component of the assets to be
           contributed under the Plan to the Asbestos PI Trust.

   * The Settlement Agreement will require DII Industries to
     make, on behalf of the RHI Entities, a $950,000 contribution
     to the Asbestos PI Trust and $50,000 to the Silica PI Trust,
     thus providing a direct benefit to Asbestos PI Trust
     Claimants and Silica PI Trust Claimants.

   * Approval of the Settlement Agreement will result in the full
     and final release of DII Industries from any existing or
     potential claim by RHI Holding.  The resolution of the
     Pennsylvania Action will remove a potential cloud over the
     value of the 59.5 million shares of Halliburton stock to be
     contributed to the Asbestos PI Trust under the Plan,
     therefore providing an indirect benefit to Asbestos PI Trust
     Claimants.

   * The Settlement Agreement is the product of several months of
     intensive arm's-length negotiations between DII Industries
     and RHI Holding.

The Debtors also ask the Court to approve the modification of the
Plan as provided for in the Settlement Agreement.  The Debtors
point out that this would be a material modification, which would
result in additional funds being made available to the Asbestos
PI Trust and the Silica PI Trust, therefore benefiting the
constituents of both trusts.  According to Mr. Moser,
resolicitation of votes on the Plan will be no longer be
necessary to effect the non-material Plan modifications to be
made pursuant to the Settlement Agreement.

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


DIRECTV LATIN: Mayer Brown Law Firm Wants $3MM+ Final Fee Payment
-----------------------------------------------------------------
Mayer, Brown, Rowe & Maw, LLP, was employed by DirecTV Latin
America, LLC, as its bankruptcy co-counsel.  As bankruptcy co-
counsel, Mayer Brown filed these prior fee applications:

Fee Application   Period Covered      Fees   Expenses   Approved
---------------   --------------      ----   --------   --------
First Interim         March 2003     $78,654   $4,699    $67,622
Second Interim        April 2003     234,342   18,115    205,589
Third Interim           May 2003     267,362   19,323    233,213
Fourth Interim         June 2003     212,437   31,450    201,399
Fifth Interim          July 2003     341,759   26,511    299,918
Sixth Interim        August 2003     386,089   61,419    370,290
Seventh Interim   September 2003     268,166   55,055    269,587
Eighth Interim      October 2003     282,177   35,886    261,627
Ninth Interim      November 2003     304,261   25,467    268,875
Tenth Interim      December 2003     153,915   17,157    140,258
Eleventh Interim    January 2004     262,146   29,661    239,378

During the 12th fee period from February 1, 2004 through and
including February 24, 2004, Mayer Brown advised and represented
DirecTV in:

   * reviewing documents and related materials with respect to
     responding to discovery and related requests made by the
     Official Committee of Unsecured Creditors;

   * all matters relating to the administration of the complex
     Chapter 11 cases;

   * research negotiations with respect to the disposition and
     assumption of various unexpired North American and Latin
     American contracts;

   * miscellaneous claims matters including a review and analysis
     of claims filed;

   * all matters relating to the formulation and confirmation of
     the plan and disclosure statement;

   * participation in the February 13th hearing regarding the
     plan confirmation, approval of the settlement with Raven
     Media Investments, LLC, and related preparation; and

   * preparation of its fee applications, review and other
     professionals' fee applications.

Mayer Brown spent 277.2 hours during the 12th fee period:

   Category                          Hours           Total
   --------                          -----           -----
   Claims Administration              13.9          $8,022
   Court Appearances                   4.8           2,445
   Corporate Matters                   0.2             130
   Leases and Executory Contracts     25.7          13,690
   Plan and Disclosure Statement     105.5          52,815
   Case Administration                 4.6           2,068
   Adversary Proceedings              82.1          38,119
   Fee Applications                    8.0           1,480
   Non-working Travel Time            32.4           8,018
                                   -------       ---------
                                     277.2        $126,787

Mayer Brown incurred $15,369 in expenses during the 12th Fee
Period:

         Disbursement                        Amount
         ------------                        ------
         Automated Practice Support          $5,714
         Business Meals                         130
         Document Delivery                       39
         Document Preparation                   856
         Duplicating                             97
         Facsimile Transmission                  87
         Lexis                                   92
         Local Transportation                   146
         Other Disbursements                     96
         Outside Courier                         11
         Telephone                               53
         Transcripts                          1,395
         Travel - Airfare                     3,593
         Trawl - Other                        2,204
         Westlaw                                857

In addition, for the final fee period from March 18, 2003 through
and including February 24, 2004, Mayer Brown:

   * appeared on behalf of DirecTV at the First Day Hearings and
     related preparation;

   * provided advice on professional retention issues;

   * represented the Debtor in the establishment of the general
     bar date;

   * provided advice on various tax issues;

   * represented the Debtor in discussions and negotiations with
     the Creditors Committee addressing various creditor
     concerns;

   * provide advice on corporate matters and apprised the
     executive committee of pertinent case issues and
     developments;

   * represented the Debtor in negotiation and consummation of
     the DIP financing, including related amendments;

   * represented the Debtor in litigation and related matters
     regarding Raven issues; and

   * participated in hearings between March 18, 2003 and
     January 31, 2004, and related preparation.

Mayer Brown worked a total of 8,421.8 hours during the Final Fee
Period:

   Category                          Hours           Total
   --------                          -----           -----
   Petition and 1st-Day Pleadings     27.5         $13,389
   Corporate Matters and Schedules    57.6          30,890
   Claims Administration             181.9          89,535
   Court Appearances                  36.9          20,049
   Leases and Executory Contracts    456.5         211,034
   Plan and Disclosure Statement   1,421.6         630,287
   Case Administration               308.9         156,937
   DIP Financing                     172.6          85,385
   Raven Document Review           1,051.4         326,728
   Asset Disposition                  20.2           8,395
   Creditor Inquiries                 26.8          14,340
   Tax Matters                         1.1             632
   Adversary Proceedings           3,362.1       1,101,076
   Fee Applications                  136.1          29,034
   Professional Retention             91.1          34,244
   Non-working Travel Time         1,069.5         166,138
                                   -------       ---------
                                   8,421.8      $2,918,093

Mayer Brown's expenses for the Final Fee Period reached $340,112:

         Disbursement                        Amount
         ------------                        ------
         Automated Practice Support         $72,836
         Automated Research                     811
         Business Meals                      19,428
         Document Binding                         8
         Document Delivery                    2,194
         Document Preparation                 9,544
         Duplicating                          2,902
         Duplicating - Outside                3,882
         Facsimile Transmission               1,123
         Lexis                                4,284
         Local Transportation                   736
         Mailing Charges                         32
         Other Disbursements                  1,087
         Outside Courier                      5,111
         Professional Services                  420
         Proofreading                           450
         Supplies                                 7
         Telephone                              731
         Transcripts                          2,013
         Travel - Airfare                    82,776
         Travel - Other                      79,169
         Westlaw                             50,567

Accordingly, Mayer Brown asks the Court to grant it:

   (a) interim allowance for $126,787 as compensation for
       necessary professional services rendered to DirecTV during
       the 12th Fee Period;

   (b) interim allowance for $15,369 for reimbursement of actual
       necessary costs and expenses incurred during the 12th Fee
       Period;

   (c) final allowance for $2,918,093 as compensation for
       necessary professional services rendered to DirecTV during
       the Final Fee Period; and

   (d) final allowance for $340,112 as reimbursement of actual
       necessary costs and expenses incurred during the Final Fee
       Period.

Mayer Brown further asks Judge Walsh to authorize and direct
DirecTV to pay the remaining unpaid balance of fees and expense
reimbursement for services rendered. (DirecTV Latin America
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DISTRIBUTION DYNAMICS: Case Summary & 20 Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Distribution Dynamics, Inc.
             aka Beaver Bolt Inc.
             aka C-Tech
             aka Century Fasteners Acquisition Corporation
             aka Century Fasteners, Inc.
             6450 Carlson Drive
             Eden Prairie, Minnesota 55346

Bankruptcy Case No.: 04-32489

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Distribution Dynamics Holdings Inc.        04-32490
Northwestern Company                       04-32491
Pro Fasteners                              04-32492
Rainbow Fastener Company                   04-32493

Type of Business: The Debtor helps companies improve bottom-line
                  results by providing fasteners and Class 'C'
                  commodities. See
                  http://www.distributiondynamics.com/

Chapter 11 Petition Date: April 26, 2004

Court: District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtors' Counsel: Mark J. Kalla, Esq.
                  Dorsey & Whitney LLP
                  50 South 6th Street, Suite 1500
                  Minneapolis, MN 55402-1498
                  Tel: 612-340-2600

                            Estimated Assets    Estimated Debts
                            ----------------    ---------------
Distribution Dynamics, Inc. $10 M to $50 M      $50 M to $100 M
Distribution Dynamics       $0 to $50,000       $10 M to $50 M
Holdings Inc.
Northwestern Company        $0 to $50,000       $10 M to $50 M
Pro Fasteners               $0 to $50,000       $10 M to $50 M
Rainbow Fastener Company    $0 to $50,000       $10 M to $50 M

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Camcar/Textron                Trade                     $587,014
P.O. Box 71191
Chicago, IL 60694

Porteous Fasteners            Trade                     $577,303
1040 Watson Center Drive
Carson, CA 90746

Manten Corp.                  Trade                     $379,188
869 Sandhill Ave
Carson, CA 90746

Morris Anderson and Assoc.    Services                  $166,982

Matenaer Corp.                Trade                     $120,225

Eisner LLP                    Services                  $115,475

Safety Socket Screw Corp.     Trade                     $109,196

Brighton Best Socket Mfg. Co  Trade                     $107,862

Brynolf Mfg.                  Trade                     $103,447

SPS Technologies/Unbrako      Trade                      $87,438

HTI                           Trade                      $84,913

Kanebridge Corporation        Trade                      $84,265

Ellsworth Adhesive Systems    Trade                      $81,256

Superior Washer & Gasket      Trade                      $79,090
Corp.

Advance Components, Inc.      Trade                      $78,134

Brokerage Concepts, Inc.      Trade                      $65,157

Miller Bearing Company, Inc.  Trade                      $64,667

Lindstrom Metric, Inc.        Trade                      $62,466

Rotor Clip Inc.               Trade                      $59,996

Centerpoint Properties Trust  Trade                      $57,736


DT INDUSTRIES: Ex-Auditor PwC Airs Doubt in Going Concern Ability
-----------------------------------------------------------------
On March 22, 2004, the Audit Committee of the Board of Directors
of DT Industries, Inc.  dismissed PricewaterhouseCoopers LLP as
the Company's independent public accountants and engaged Grant
Thornton LLP to serve as the Company's independent public
accountants for fiscal year 2004.

The report issued by PwC in connection with the Company's
financial statements for the fiscal year ended June 29, 2003
included (1) an explanatory paragraph that contained a reference
to substantial doubt regarding the Company's ability to continue
as a going concern and (2) an explanatory paragraph stating that
the Company restated its consolidated financial statements for the
fiscal year ended June 30, 2002.

In connection with the fiscal years ended June 30, 2002 and June
29, 2003, and the period from June 30, 2003 through March 22,
2004, there were no "reportable events" as defined in Item
304(a)(1)(v) of Regulation S-K, except as follows: in connection
with its audit for the fiscal year ended June 30, 2002, PwC
informed the Company that "material weaknesses" (as that term is
defined by the AICPA) in internal controls were identified at the
Company's Erie, Pennsylvania operations. The weaknesses identified
by PwC were primarily in the location's contract accounting
processes, including not using actual operating data for certain
projects to recognize revenues and costs in the financial
statements, the lack of supporting documentation for reconciling
items contained in account reconciliations and manufacturing
variances not being appropriately captured, analyzed or recorded
in the financial statements. PwC also identified that the control
environment was weakened by the Erie controller also functioning
as the general manager, and by staffing limitations at the
corporate level, which hampered the effectiveness of corporate
oversight. As a result of the above and as previously reported in
its SEC filings, during fiscal 2002, the Company restated its
previously reported audited consolidated financial results for
fiscal 2001, 2000 and 1999, as well as its unaudited consolidated
financial results for the first three quarters of fiscal 2002. The
Company took actions to address these control deficiencies at its
Erie operation, which was subsequently closed during fiscal 2003.
In connection with their audit for the year ended June 30, 2003,
PwC informed the Company that a "reportable condition" (as that
term is defined by the AICPA) existed with respect to the
accounting for the UK pension plan. The reportable condition
resulted from the Company not using data or a curtailment loss
contained in an actuarial report to record annual pension costs in
the Company's audited consolidated financial statements for fiscal
2002. However, the notes to the Company's audited consolidated
financial statements for fiscal 2002 reflected data and a
curtailment loss contained in the actuarial report. As a result,
during fiscal 2003 and as previously reported in its SEC filings,
the Company made accounting adjustments to its previously reported
audited consolidated financial results for fiscal 2002 to record
pension expense in accordance with the 2002 actuarial report. In
connection with their review for the fiscal quarter ended December
28, 2003, PwC informed the Company that the Company did not
identify the need to separately test goodwill for impairment prior
to classifying the Packaging Systems segment account balances as
held for sale. As a result and as previously reported in its SEC
filings, the Company restated its unaudited consolidated financial
statements for the three and six months ended December 28, 2003.
PwC informed the Company that the above noted issue with goodwill
impairment testing, combined with the pension accounting issue
that constituted a reportable condition, collectively constitute a
material weakness. The Company's management and audit committee
are assessing the technical expertise and resources in the
Company's accounting and internal audit areas to address complex
accounting issues and will take such steps as are appropriate to
address any deficiencies.

The audit committee was informed by PwC of the control
deficiencies described above and discussed the Erie operations and
pension accounting control deficiencies with PwC. The Company has
authorized PwC to respond fully to the inquiries of Grant Thornton
LLP concerning the control deficiencies described above.


DVI INC: Claims Bar Date Moved to May 10, 2004
----------------------------------------------
On April 1, 2004, the U.S. Bankruptcy Court for the District of
Delaware entered an order extending the deadline for creditors to
file proofs of claim against DVI, Inc., and its debtor-affiliates
arising before August 25, 2003.

The Court has set May 10, 2004 as the deadline.  Proof of claim
forms must be delivered to:

                                      By Special Delivery or
         By U.S. Mail:                Overnight Mail:
         -------------                ----------------------
         DVI Claims Processing        DVI Claims Processing
         P.O. Box 5069                c/o Bankruptcy Services, LLC
         FDR Station                  757 Third Avenue, 3rd Floor
         New York, NY 10150-5069      New York, NY 10017-2013

A copy of Official Bankruptcy Form No. 10 can be obtained at
http://www.deb.uscourts.gov/Forms/b10.pdf

You need not file a proof of claim if your claim is:

     (1) listed in the Debtor's Schedule
     (2) already filed with the Court
     (3) from a debtor having a claim against another debtor
     (4) an administrative expense claim
     (5) arising out of an equity interest in the Debtors

Copies of the Debtor's Schedules are available at the Office of
the Clerk of Court.

DVI, Inc., the parent company of DVI Financial Services, Inc., DVI
Business Credit Corp., and DVI Financial Services, Inc., provides
lease or loan financing to healthcare providers for the
acquisition or lease of sophisticated medical equipment. The
Company, along with its affiliates, filed for chapter 11
protection (Bankr. Del. Lead Case No.: 03-12656) on August 25,
2003 before the Honorable Mary F. Walrath. Bradford J. Sandler,
Esq. of Adelman Lavine Gold and Levin, PC represents the debtors
in their restructuring efforts.


ENRON CORPORATION: Taylor, et al., Retain Blank Rome as Counsel
---------------------------------------------------------------
As a result of Mitchell Taylor's, Steve Hirsch's and Jane Tholt's
current or previous positions with the Enron Corporation Debtors,
various governmental agencies have requested interviews to discuss
certain issues related to the Debtors' practices.  Mr. Taylor, et
al., sought legal representation from Swidler Berlin Shereff
Friedman, LLP, the Special Employees' counsel.  However, Edward
J. Lobello, Esq., at Blank Rome, LLP, in New York, informs the
Court that Swidler indicated that it was unable to represent Mr.
Taylor, et al., and recommended that they retain separate
counsel.

Mr. Taylor, et al., promptly sought the representation of Jane F.
Barrett, Esq., a partner at Blank Rome, LLP, under the terms of
the Engagement Agreements the employees individually entered into
with Blank Rome.  In accordance with the Engagement Agreements,
Blank Rome will serve as the three Employees' counsel in all
matters for which legal counsel is required in connection with
the ongoing Investigations.

Blank Rome's current customary hourly rates are:

   Partners and Counsel      $225 - $625
   Associates                 185 -  380
   Paraprofessionals          107 -  238

Blank Rome will also seek reimbursement of any out-of-pocket
expenses incurred.

According to Ms. Barrett, Blank Rome and its attorneys do not
hold or represent an interest adverse to the Debtors or their
estates with respect to the matters on which the firm is to be
retained, except that certain attorneys may hold, or may have
held, a relatively insignificant number of shares of common or
preferred stock of Enron Corporation.  To the extent that Blank
Rome are also being retained by other creditors in the Debtors'
cases, Ms. Barrett informs the Court that Blank Rome will "erect
a screen" between (a) those attorneys representing the three
Employees and (b) those attorneys representing creditors and
other parties who have contractual relationships with the
Debtors.

Those attorneys who represent creditors and other parties-in-
interest with the Debtors will have no exposure to any aspect of
the representation of Mr. Taylor, et al.

Accordingly, Mr. Taylor, Mr. Hirsch and Ms. Tholt ask the Court
to authorize the Debtors to retain Blank Rome to represent them,
nunc pro tunc to September 29, 2003 until the Investigations are
completed.

                     *     *     *

Judge Gonzalez approves the retention of Blank Rome as counsel
for Mitchell Taylor, nunc pro tunc to September 29, 2003.   The
Court will consider the Application as it pertains to Mr. Hirsch
and Ms. Tholt at a later date. (Enron Bankruptcy News, Issue No.
106; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EPOCH 2001-1: S&P Affirms Ratings and Removes CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on EPOCH
2001-1 Ltd.'s class I, II, and III tranches of secured floating-
rate notes due Aug. 15, 2006, and removed them from CreditWatch
where they were placed April 23, 2004.

The ratings reflect the credit quality of the reference credits,
the level of credit enhancement provided by subordination, and
EPOCH 2001-1's ability to meet its payment obligations as issuer
of the secured notes.

         Ratings Affirmed And Removed From Creditwatch
                     EPOCH 2001-1 Ltd.

         Class                 Rating
                       To                   From
         I             A                    A/Watch Neg
         II            BB                   BB/Watch Neg
         III           CCC                  CCC/Watch Neg


FALCON HOSPITALITY: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Falcon Hospitality Development, LLC
        24 Highland Creek Drive
        Henderson, Nevada 89051

Bankruptcy Case No.: 04-14601

Chapter 11 Petition Date: April 28, 2004

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Zachariah Larson, Esq.
                  Larson Law Firm LLC
                  601 South Sixth Street
                  Las Vegas, NV 89101
                  Tel: 702-385-7444

Total Assets: $11,108,000

Total Debts:  $8,340,000

Debtor's 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Veslin Mortgage               Secured claims          $6,700,000
2901 El Camino Ave.
Las Vegas, NV 89102

Abco Leasing                  Secured claims            $500,000
Gothell, WA

First Corp                    Secured claims            $100,000

Black Mountain Community      Secured claims             $40,000
Bank


FEDERAL-MOGUL: Files Second Amended Reorganization Plan
-------------------------------------------------------
On April 22, 2004, Federal-Mogul Corporation, together with the
Unsecured Creditors Committee, Asbestos Claimants Committee,
Equity Security Holders Committee, the Legal Representative for
Future Asbestos Related Claimants, and JPMorgan Chase Bank as
Administrative Agent for the Debtors' prepetition lenders,
delivered to the Court their Second Amended Joint Plan and
Disclosure Statement.

A free copy of Federal-Mogul's Second Amended Plan and Disclosure
Statement is available at:

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

Federal-Mogul's Second Amended Plan and Disclosure Statement
includes these modifications:

A. The DIP Facility

   In accordance with the adequate protection provisions in the
   Final Order approving the DIP Facility, the Debtors have made
   quarterly cash payments to the Collateral Trustee for
   $2,649,331, in satisfaction of the Cash Guaranteed Component.
   The Debtors have additionally elected to grant each quarter an
   administrative expense claim in the amount of one percent per
   annum of the Debtors' outstanding note debt on account of the
   Cash Optional Component, consistent with the Debtors' ability
   to so elect under the Final DIP Facility Order.  The
   administrative expense claim each quarter is $5,298,662.  The
   payment commenced on January 15, 2002 pursuant to Section
   507(b) of the Bankruptcy Code.  Thus, the cumulative amount of
   the Section 507(b) Claims as of April 15, 2004 is $52,986,625.

   Pursuant to the terms of the Plan, all adequate protection
   payments inured in favor of the Collateral Trustee for the
   benefit of the holders of the New Debt will be treated as
   administrative expense claims.  Accordingly, if not
   challenged, the administrative expense claims will be paid in
   full in Cash on the Distribution Date.

B. U.S. Debtors Environmental Obligations

   As of April 22, 2004, 100 Environmental Claims aggregating
   $252 million have been filed against the Debtors.  The Debtors
   believe that $6 million of the $252 million in total
   Environmental Claims filed are On-Site Environmental Claims.
   Environmental Claims relate to sites currently owned by the
   Debtors and envisioned to be owned by the Debtors after the
   Plan confirmation.  On-Site Environmental Claims are
   unimpaired under the Plan and will continue to be capable of
   being asserted against the Reorganized Debtors.  On-Site
   Environmental Claims excludes Environmental Claims that relate
   to wastes shipped offsite prior to the date of petition for
   disposal from currently owned facilities because those Claims
   are not intended to be unimpaired under the Plan, but rather
   will be addressed under the Plan as Off-Site Environmental
   Claims.

   The Debtors also have other environmental liabilities relating
   to their currently-owned U.S. facilities which were not the
   subject of Claims filed in the Debtors' cases.  The Debtors'
   current best estimate of known probable and estimable
   environmental liabilities relating to their currently owned
   U.S. sites, including those sites which are the subject of the
   $6 million of On-Site Environmental Claims, is $22 million.

   The remainder and vast majority of the Environmental Claims
   filed are Off-Site Environmental Claims, arising from alleged
   contamination at sites the Debtors formerly owned or sites
   owned by third parties at which the Debtors arranged for the
   disposal of waste materials.  The Debtors believe that the
   number and Allowed Amount of Environmental Claims asserted
   against them will ultimately be significantly less than the
   asserted number and amount of the Claims for several reasons:

      (a) Environmental Claims amounting to $172 million appear
          to be duplicative or unsubstantiated, or have been
          withdrawn, amended or superseded by other claims.  The
          Debtors expect that the Environmental Claims will be
          disallowed or resolved by stipulation or order, to the
          extent not otherwise withdrawn by the claimants; and

      (b) The Debtors have reached tentative agreements with
          parties asserting $20 million in face amount of
          Environmental Claims to reduce the Allowed Amount of
          those claims to $260,000 in the aggregate.

   Accordingly, the Debtors believe that objection or agreement
   in the Chapter 11 Cases will disallow $192 million of the
   Environmental Claims.  Of the remainder, $6 million will be
   unimpaired under the Plan and hence will continue to be
   capable of assertion against the Reorganized Debtors.  In
   addition, the Debtors' preliminary analyses indicate that $9
   million in Environmental Claims are properly asserted against
   the Debtors and should be allowed.  The Debtors are continuing
   to review and attempt to resolve the remaining $45 million in
   Environmental Claims.

C. Schemes of Arrangement and Company Voluntary Arrangements
   Involving U.K. Debtors

   The U.K. Debtors are subject to simultaneous corresponding
   insolvency proceedings in each country.  The U.K. Debtors
   intend to emerge from their Chapter 11 cases by means of the
   Plan.  To facilitate the U.K. Debtors' emergence from their
   administration proceedings in the U.K., the Plan Proponents
   have prepared forms of Schemes of Arrangement and Company
   Voluntary Arrangements for certain of the U.K. Debtors.  The
   Schemes and Voluntary Arrangements track the Plan in all
   material respects.

   Under English and Scottish law, however, the Administrators
   are the only persons with authority to recommend and submit
   Schemes of Arrangement or Voluntary Arrangements.  The
   Administrators have not agreed to recommend the Schemes of
   Arrangement and Voluntary Arrangements that parallel the Plan.
   The Plan Proponents are working toward an agreement with the
   Administrators to recommend parallel Schemes of Arrangement
   and Voluntary Arrangements.  In the event the Administrators
   propose the Schemes of Arrangement and Voluntary Arrangements,
   the Administrators and the Plan Proponents will seek approval
   of the Schemes of Arrangement in accordance with English or
   Scottish insolvency laws.

   Alternatively, if the Administrators do not propose, or in the
   opinion of the Plan Proponents are unlikely to propose, the
   Schemes, the Plan Proponents will work toward an agreement
   with the Administrators:

      -- to retain the businesses of those U.K. Debtors that are
         valuable to Federal-Mogul and its customers; and

      -- to jointly market those U.K. businesses that are not
         valuable to Federal-Mogul and its customers.

   This process is similar to what Federal-Mogul has been doing
   for several years now as it integrates the acquisitions that
   it has accomplished over the last several years.

   Only if neither agreement can be achieved will the Plan
   Proponents go forward with certain procedures to direct the
   Administrators to:

      (a) propose the Schemes of Arrangement and Voluntary
          Arrangements and summon meetings of creditors and
          members of the U.K. Debtors to consider and vote on the
          Schemes of Arrangement and Voluntary Arrangements; or

      (b) seek the discharge of the current U.K. administration
          orders so the Schemes of Arrangement or Voluntary
          Arrangements can be proposed by the U.K. Debtors.

   As part of this process, meetings of creditors will be
   convened under applicable English or Scottish insolvency law
   pursuant to the demands of creditors.

   Alternatively, the U.K. Debtors and the other Plan Proponents
   may ask the U.K. Court to approve the Plan with respect to the
   U.K. Debtors as a matter of comity.

   The Confirmation of the Plan is not conditioned by the
   sanctioning of the Schemes by the U.K. Court or the approval
   of each Voluntary Arrangement.  However, the Plan will not be
   effective if the U.K. Court has not sanctioned the applicable
   Schemes and the conditions that relate to Voluntary
   Arrangements have not been fulfilled, subject to the Plan
   Proponents' right to waive this requirement as the Plan
   provides.

   Nothing in the Plan will prejudice or affect any U.K. Debtor's
   right to seek to have the administration order relating to
   that U.K. debtor discharged, or U.K. Debtor's right to have
   the Confirmation Order recognized as a matter of comity by the
   U.K. Court.

D. Marketing Procedures for the U.K. Debtors

   If neither agreement to retain or to jointly market the U.K.
   Debtors' businesses can be achieved, the Plan Proponents will
   direct the Administrators to recommend and submit the Schemes
   of Arrangement and Voluntary Arrangements or discharge the
   U.K. Administration orders.

   If the directions are not effective, then Federal-Mogul will
   bid for the businesses of those U.K. Debtors that are valuable
   to Federal-Mogul and its customers.  Any actual or deemed
   transfer of assets to Federal-Mogul in connection therewith
   will be entitled to the benefits of and protections of the
   Injunctions and other provisions of the Plan, including the
   injunction to be issued by the Bankruptcy Court pursuant to
   Section 524(g) of the Bankruptcy Code.

   If Federal-Mogul Corporation is not the successful bidder for
   the businesses, the Injunctions and other protective
   provisions of the Plan will not apply to the transfer of any
   assets to any entity other than Federal-Mogul Corporation or
   its designee.  The Plan Proponents believe that Federal-Mogul
   Corporation will be the successful bidder for those assets
   that are valuable to the Debtors and their customers.  Any
   remaining assets will be liquidated.  The Plan Proponents
   believe that a non-consensual process with the Administrators
   is not in the best interest of the creditors of the U.K.
   Debtors, including pension creditors and employees of the U.K.
   Debtors, and that the Administrators' refusal to agree could
   be very damaging to the interests of the parties.

E. Issuance of the Reorganized F-M Warrants

   Reorganized Federal-Mogul will issue 6,951,871 Warrants,
   representing the right to purchase 6,951,871 shares of
   Reorganized Federal-Mogul Class A Common Stock on the
   Effective Date if:

      -- the Classes of Noteholder Claims and Asbestos Personal
         Injury Claims have both accepted the Plan; and

      -- at least one of the Classes of preferred stock
         interests, Subordinated Securities Claims or common
         stock interests has also voted to accept the Plan.

   Concurrently with the issuance, Reorganized Federal-Mogul will
   distribute the warrants to the Disbursing Agent for
   distribution consistent with the terms and provisions of the
   Plan.  The Disbursing Agent will not be entitled to exercise
   any of the Warrants.  If the Bankruptcy Court or the District
   Court rules that the Plan is not confirmable due to the
   gifting, issuance or distribution of the Warrants, then no
   Warrants will be issued or distributed.  The Classes of
   preferred stock interests, Subordinated Securities Claims and
   common stock interests will then receive no distribution under
   the Plan.

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


FEMONE INC: Former Auditors Express Going Concern Uncertainty
-------------------------------------------------------------
On February 17, 2004, the Board of Directors of FemOne, Inc.,
terminated Dohan and Company, CPA's P.A., as its independent
auditors. The decision to terminate the Company's relationship
with Dohan did not involve a dispute with the Company over
accounting policies or practices. The independent auditors'
reports provided by Dohan on the Company's financial statements
for the years ended June 30, 2003 and June 30, 2002 contained an
unqualified opinion; they were modified as to uncertainty
regarding the Company's ability to continue as a going concern.

On February 23, 2004, the Company engaged Amisano Hanson,
Chartered Accountants, as independent accountants for the year
ended December 31, 2003.

On March 17, 2004, FemOne terminated the engagement with Amisano
Hanson. The decision to terminate the Company's relationship with
Amisano Hanson did not involve a dispute with the Company over
accounting policies or practices. The decision was due to a notice
provided to the Company by Amisano Hanson concerning their
eligibility to render opinions on financial statements of U.S.
companies. Amisano Hanson was engaged on February 23, 2004 and had
not commenced the review of the Company's financial statements.

On March 17, 2004, FemOne engaged Peterson & Co., LLP, Certified
Public Accountants, as its new independent accountants for the
year ended December 31, 2003.


FLEMING: Wants to Assume Sublease for Miami Warehouse Property
--------------------------------------------------------------
Fleming Companies, Inc. seeks the Court's authority to:

       (1) assume and assign a sublease agreement for a warehouse
           property located at 3555 North West 77th Avenue in
           Miami, Florida; and

       (2) reject the prime lease for a warehouse property
           located at 2400 North West 74th Avenue, in Miami.

In July 1973, G. R. Warehouse Company, Ltd., as landlord, signed
a lease agreement with The Grand Union Company, as tenant, for
the 77th Avenue Warehouse.  In November 1974, David Minkin
purchased the 77th Avenue Warehouse and became the landlord under
the Ground Lease.  The fee titleholders of record are:

       * Patricia M. Lester,

       * Peter L. Briger,

       * Paul H. Briger,

       * The Elias Thall Family Partnership, a Florida general
         partnership, and

       * David Minkin, Trustee of the David Minkin Florida Realty
         Trust dated December 12, 1996

The Grand Union Company subsequently assigned its right, title,
duties and interest as tenant under the Ground Lease to Malone
and Hyde, Inc.  Under the Malone Assignment, Grand Union did not
retain any reversionary interest in the Miami Foodco Warehouse.
The Malone Assignment released Grand Union from responsibility
for any and all obligations owed by the tenant under the Ground
Lease, including the payment of rent to the Minkin Group.

In 1994, Malone merged into Fleming Companies, Inc.  As a result,
Fleming acquired Malone's tenancy interest under the Ground
Lease.

In June 2002, Fleming assigned its right, title, duties and
interest as tenant in the Ground Lease to Miami Foodco Investors,
LLC, and sublet the premises back.

Fleming also sold the 74th Avenue Warehouse to Miami Foodco and
leased the premises back.  Subsequently, Miami Foodco assigned
all its right, title, duties and interest as landlord under the
74th Avenue Lease to PRIM Fleming Warehouse, LLC.

                        The Cross-Default

The Miami Foodco Sublease includes a cross-default provision,
which provides that "the term of this Sublease shall
automatically expire upon the expiration or sooner termination of
the [PRIM] Lease" and a provision incorporating the PRIM Lease by
reference.

The Debtors ask that the Court invalidate the cross-default and
incorporation of the PRIM Lease by reference provisions in the
Miami Foodco Sublease, and find that the rejection of the PRIM
Lease neither constitutes a default under the Miami Foodco
Sublease or the Ground Lease, nor terminates the Miami Foodco
Sublease.

                       $5,000,000 at Issue

In connection with the C&S Purchase Agreement, the Purchase
Agreement provides for the assumption and assignment of some, and
the rejection of other, unexpired commercial property leases,
including the Miami Foodco Sublease and the PRIM Lease.  The
assumption and assignment of the Miami Foodco Sublease is a
material economic component of the Purchase Agreement with C&S
Acquisition, LLC.  In the event the Miami Foodco Sublease cannot
be assumed and assigned, C&S is permitted to reduce the purchase
price by $5,000,000.

In connection with the Purchase Agreement, on August 21, 2003,
the Debtors filed a Notice to assume and assign the Miami Foodco
Sublease to Associated Grocers of Florida, C&S' designee.  The
Debtors believe that the Minkin Group has waived any objection to
the proposed assumption and rejection by accepting rent.
Nonetheless, given the Debtors' desire to couple the assumption
and assignment of the Miami Foodco Sublease and the rejection of
the PRIM Lease together, and out of an abundance of caution and
to maintain maximum transparency, the Debtors seek the Court's
authority to assume the Miami Foodco Sublease despite the prior
Notice of Assumption and Assignment.

                      Miami Foodco Objection

Miami Foodco Investors, LLC, objected to the Debtors' request
regarding the "cross-default" provisions in its Sublease with
Fleming.

The Court held an evidentiary hearing on October 2, 2003, with
respect to the dispute.

The Debtors later announced that they had settled the dispute
with Miami Foodco.

                          The Settlement

The Debtors indicated that the proposed transaction had been
changed in a fundamental way.  The Debtors now propose to receive
a postpetition assignment of the Ground Lease from Miami Foodco,
on a date to be determined in the future, and to subsequently
execute a further assignment of the ground lease to Associated
Grocers:

     "At the closing of the transaction for the assumption
     and assignment, Miami Foodco will assign to the debtor
     its interest in the ground lease, and then the debtor
     will assign that interest to Associated Grocers of
     Florida.  Thus, we [Fleming] are eliminating the aspect
     of the motion which is the assumption and assignment
     of the sublease, because we're now back in the ground
     lease tenant position."

                     Minkin Group Disagrees

The Minkin Group tells the Court that Miami Foodco is currently a
tenant at will with respect to the Miami Foodco Warehouse because
Grand Union's purported assignment of the lease violates the
Florida Statute of Frauds, and is ineffective.  William D.
Sullivan, Esq., at Elzufon Austin Reardon Tarlov & Mondell, PA,
in Wilmington, Delaware, explains that Miami Foodco must hold a
proper and valid assignment of the lease before it can assign it
to Fleming, or any other party.  Unfortunately, by operation of
Florida's statute of frauds, Miami Foodco did not receive a valid
assignment of the Ground Lease from Fleming in June 2002.

While the assignment agreement between Fleming and Miami Foodco
complies with the statute of frauds, the prior attempted
assignment between Grand Union and Malone & Hyde does not, in
that Miami Foodco only received the interest in the property
which Fleming acquired through its acquisition of Malone -- a
tenancy at will.

Grand Union purported to assign the ground lease to Malone in
1978.  However, the purported assignment was not in recordable
form, in violation of the Ground Lease and in violation of the
Florida Statute of Frauds.  The Florida Statute of Frauds
requires that an instrument purporting to transfer an interest in
land of greater than one-year duration must be in writing and
attested by two witnesses, or alternatively, signed by an officer
and affixed with the corporate seal.

According to Mr. Sullivan, Grand Union's signature is only
witnessed by one party.  Moreover, the purported assignment
neither indicates that it was signed by an officer nor is it
affixed with the corporate seal.  Likewise, the words "seal" or
"corporate seal" do not appear after any signature.

The failure to comply with the Florida Statute of Frauds prevents
the proposed assignment from being used in Court, and it destroys
privity of estate between the landlord and the purported
assignee.  Absent privity of estate, Mr. Sullivan tells Judge
Walrath that the landlord is powerless to enforce any remedies
against the subsequent assignees.  Hence, each subsequent
assignee would be treated as having a sublease or tenancy at will
in any legal proceeding.  Under these circumstances, the Minkin
Group's only remedy is against Grand Union, the original tenant.
Unfortunately, Grand Union rejected its obligations under the
Ground Lease in October 2002.  Thus, the Minkin Group has no
remedy at law with respect to any lease violations, other than
eviction of the sublessee or tenant at will for non-payment of
rent.

The violation of the Statute of Frauds mandates a finding that:

       (1) Miami Foodco presently has a tenancy at will with
           respect to the property, which cannot be assigned to
           Fleming or any other party; and

       (2) the ground lease was rejected by Grand Union in
           October 2002.

Mr. Sullivan relates that in Florida First National Bank of
Jacksonville v. Dent, 350 So. 2d 481, 483 (Fla. App. 1977), the
bank sought to enforce the tenant obligations under a purported
lease document with the bank as landlord.  The defendants
challenged the execution of the lease by the bank, thereby
challenging the validity of the purported lease.  The trial court
excluded the document as inadmissible under Florida's statute of
frauds, in that it was neither signed on behalf of the bank by an
agent in the presence of two subscribing witnesses, nor signed by
an officer.  Without the lease document as evidence, the trial
court granted a directed verdict in favor of the defendants.
Florida's Appellate Court concurred in the inadmissibility of the
lease document under the Florida Statute of Frauds.

"Malone & Hyde occupied the premises as tenants at will, month to
month, based on its monthly payment of rent due.  When Fleming,
as the successor to Malone & Hyde, assigned its interest in the
property to Miami Foodco, Miami Foodco likewise became a month-
to-month tenant at will," Mr. Sullivan says.

Grand Union filed for bankruptcy in the U.S. Bankruptcy Court for
District of New Jersey on October 3, 2000.  On October 8, 2002,
Grand Union's bankruptcy plan was confirmed with a provision that
all executory contracts that had not specifically been assumed
were deemed rejected.  Mr. Sullivan relates that the Minkin Group
received no notice from Grand Union concerning its bankruptcy or
notice that Grand Union had assumed its obligations under the
Ground Lease.  Additionally, Fleming has not alleged that it took
any action in the Grand Union bankruptcy to protect its interest
in the Ground Lease.  Accordingly, Grand Union rejected the
Ground Lease effective October 8, 2002, rendering Miami Foodco's
subtenancy and the Miami Foodco Sublease non-assignable.

Even if the Grand Union rejection did not automatically give rise
to a termination of the Ground Lease, the rejection amounts to a
continuing breach of the Ground Lease, pursuant to Section 365(g)
of the Bankruptcy Code.  Section 365(g) plainly states that "the
rejection of an executory contract or unexpired lease of the
debtor constitutes a breach of such contract or lease."

Mr. Sullivan asserts that the breach is incurable, since, even if
Associated Grocers provides adequate assurance of future
performance to justify an assignment governed by Section
365(b)(1)(C), Associated Grocers can only receive an assignment
of the interest currently held by Miami Foodco.  Since Miami
Foodco does not have a valid assignment of the Ground Lease, the
Minkin Group will have no privity of estate with Associated
Grocers and no enforceable rights against Associated Grocers.
Under these circumstances, the Minkin Group has no basis to
enforce any of the lease provisions, other than to evict
Associated Grocers for non-payment of rent.  Moreover, given that
its enforcement rights against Grand Union -- the original tenant
and the only party in privity with the Minkin Group -- remain in
breach, the assignment of the Ground Lease is prohibited pursuant
to Section 365(b)(1)(A).

Mr. Sullivan also contends that the Debtors cannot eliminate the
Minkin Group's termination rights against Grand Union.  The
Minkin Group retains a specific right to terminate the Ground
Lease even if Fleming or Miami Foodco's interest in the Ground
Lease is assignable to Associated Grocers.  Specifically, the
Ground Lease provides that the Minkin Group may exercise its
termination rights upon the filing of a petition in bankruptcy by
or against Grand Union, or the adjudication of Grand Union as
insolvent.  The Section 365(e) provision relating to ipso facto
clauses provides no help to the Debtors, Associated Grocers or
Miami Foodco.

Mr. Sullivan further argues that Miami Foodco's proposed
assignment of its interest in the premises to the Debtors is not
made pursuant to the provisions of Section 365, as Section 365
only applies to prepetition leases.  Similarly, any further
assignment of an interest acquired by Fleming is not governed by
Section 365.  Thus, the approval of the assignment of Miami
Foodco's interest in the premises hinges simply on a review of
the Debtors' exercise of their business judgment.

Given that Section 365 does not apply to the proposed assignment
from Miami Foodco to Fleming, or to Fleming's proposed subsequent
assignment to Associated Grocers, the Court has no basis on which
to review or comment on the existing defaults under the lease.
The Minkin Group has identified various breaches of the lease,
including:

       (a) Grand Union's rejection of the Ground Lease in its
           bankruptcy proceedings in October 2002;

       (b) Fleming's breach of the lease by assigning it to Miami
           Foodco as an additional guaranty for its obligations
           pursuant to its sale of the adjacent property, the Dry
           Goods Warehouse, in June 20024; and

       (c) Miami Foodco's or Fleming's breach of the lease by
           failing to provide insurance coverage as required
           under the Ground Lease.

Each of these breaches is, or has been, a basis for termination
of the lease, and the proposed assignment from Miami Foodco
cannot operate as a cure of any existing defaults.  The cure of
defaults under the assignment of a lease interest is governed by
Section 365(b)(1), which, in the context of the transaction
proposed by Fleming, the Court has no power to invoke.

The proposed assignment of the Ground Lease from Miami Foodco to
Fleming is also not permissible, as it would constitute an
immediate default under the lease.  The Ground Lease contains the
Minkin Group's remedies in the event of default, as it provides
that the filing of a bankruptcy petition gives it an immediate
right to give the appropriate notice of termination.  Fleming's
Chapter 11 bankruptcy is an act of default, which is not cured by
any provisions of the Bankruptcy Code, including Section 365, as
Section 365 is applicable only to prepetition leases.

Even if Section 365(e)'s prohibition on the invocation of ipso
facto clauses is held applicable to the Debtors' postpetition
acquisition of Miami Foodco's interests in the lease -- so long
as the Debtors retain the interest -- the subsequent assignment
of Fleming's interest in the lease to Associated Grocers is not
governed by Section 365.  Unless Fleming remains liable for all
of the obligations of Associated Grocers beyond the Chapter 11
process, the lease obligation requiring an assigning tenant to
remain liable for the performance of all lease obligations will
be irreparably breached.  This may have the effect of temporarily
staying the Minkin Group's default remedies under the lease, but
does not eliminate them.

For all these reasons, the Minkin Group asks the Court to deny
the assignment of either the Miami Foodco Sublease or Miami
Foodco's interest in the Ground Lease to the Debtors or
Associated Grocers.

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


GENERAL ROOFING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: General Roofing Services, Inc.
             3323 West Commercial Boulevard, Suite 200
             Fort Lauderdale, Florida 33309

Bankruptcy Case No.: 04-35122

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      CEI Roofing, Inc.                          04-35113
      Anthony Roofing, Ltd.                      04-35125
      Avon Roof Services, Inc.                   04-35130
      B&R Roofing Company                        04-35134
      Blackmore and Buckner Roofing, Inc.        04-35139
      C.E.I. Florida, Inc.                       04-35142
      CEI West Roofing Company, Inc.             04-35144
      Cyclone Roofing Company                    04-35145
      Dakota Leasing, Inc.                       04-35148
      General Roofing Acquisition Corp.          04-35150
      GeneralRoofing National Services, Inc.     04-35151
      GRI of South Florida, Inc.                 04-35152
      GRI of West Florida, Inc.                  04-35153
      GRS Vendor Relations, Inc.                 04-35156
      Harrington-Scanlon Roofing Company, Inc.   04-35157
      Roofers, Incorporated                      04-35158
      S&B Roofing Services, Inc.                 04-35159
      Specialty Associates, Inc.                 04-35160
      Therrel-Kizer Roofing, Inc.                04-35161
      Tuckahoe Metal & Roofing, Inc.             04-35162
      Top Concepts, Inc.                         04-35163
      United Roofing & Construction, Inc.        04-35164
      Wright-Brown Roofing Company               04-35165
      Register Contracting Company, Inc.         04-35166
      RoofCare Construction Services, Inc.       04-35168
      RoofCare, Inc.                             04-35169
      SAI Wholesale Distributors, Inc.           04-35170

Type of Business: The Debtor offers complete commercial roofing
                  services, including new roof installation,
                  inspection, maintenance, repair, restoration,
                  and replacement.
                  See http://www.generalroofing.com/

Chapter 11 Petition Date: May 3, 2004

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsels: Charles R. Gibbs, Esq.
                   Keith Miles Aurzada, Esq.
                   Randell J. Gartin, Esq.
                   Akin Gump Strauss Hauer & Feld, LLP
                   1700 Pacific Avenue, Suite 4100
                   Dallas, TX 75201
                   Tel: 214-969-2800
                   Fax: 214-969-4343

Estimated Assets: More than $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's Consolidated List of 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
GR Investment Holdings, LLC   Secured Lender         $46,200,914
3300 South Parker Road
Suite 500
Aurora, CO 80014

CIVC Partners Fund, LLC       Subordinated debt       $8,000,000
231 South LaSalle Street
Chicago, IL 60697

United Building Products      Trade Debt                $386,382
9101 Chancellor Row
Dallas, TX 75247

Joel A. Thompson              Subordinated debt         $344,900
and Ann Thompson
P.O. Box 576
Edwards, CO 81633

Richard M. Nugent             Subordinated debt         $293,970
29 Fox Glen Drive
Stamford, CT 06903

James L. Nugent               Subordinated debt         $273,470
33 Hallock's Run
Somers, NY 10589

Richard S. Pineau             Subordinated debt         $215,700

Firestone Building Products   Trade debt                $203,476
Co.

Duro-Last Roofing, Inc.       Trade debt                $137,260

George J. Cook                Subordinated debt         $127,456

John C. Cook                  Subordinated debt         $127,456

Herbert J. Kizer III          Subordinated debt         $116,200

Thomas E. Brown               Subordinated debt         $113,936

Energy Solutions Insulation   Trade debt                $107,333

Wimsatt Building Materials    Trade debt                $106,429

Bradco Supply, Inc.           Trade debt                $102,052

Oakland Metal Sales           Trade debt                 $94,712

North Coast Detroit           Trade debt                 $92,304

Soprema, Inc.                 Trade debt                 $86,752

Frederick E. Holland          Subordinated debt          $82,456


GL ENERGY: SEM Declares Default & Terminates Joint Venture Pact
---------------------------------------------------------------
SEM Mining Corporation Ltd. served notice to GL Energy and
Exploration Inc. (GEEX) that the Joint Venture Agreement (JVA)
between the two corporations is in default as the result of non-
payment of $200,000 US by GEEX to SEM as provided under the terms
and conditions of the JVA. SEM have stipulated that in view of the
default of the JVA, the Agreement is thereby terminated and they
are unwilling to compromise further despite the fact that GEEX is
proceeding to finalize a $20 million financing through Webster
Financial Resources Inc. and is underway with a 10,000,000
Regulation S share offering in Europe. GEEX will pursue a
satisfactory conclusion to the aforementioned or will review
alternative acquisitions and or mergers.


GLOBAL CROSSING: Taps Deloitte for Independent Accounting Review
----------------------------------------------------------------
Global Crossing (Nasdaq: GLBC) announced that its independent
Audit Committee has retained Deloitte & Touche LLP to conduct an
independent review of the company's cost of access liabilities and
cost of access expenses and the related internal control
environment and Grant Thornton LLP to evaluate the company's
procedures and its determination regarding the potential
restatement of its financial statements. Upon completion of its
evaluation, Grant Thornton LLP will determine whether it can
reissue its previously withdrawn audit reports. The Audit
Committee is committed to resolving the issues presented by the
company's previously disclosed review of these matters as soon as
possible and returning Global Crossing to compliance with SEC
reporting and Nasdaq listing requirements.

The Audit Committee took this action in light of the company's
public announcement on April 27, 2004 that its previously reported
financial statements for the years ended December 31, 2003 and
2002 should be disregarded because of the company's review and the
previously reported subsequent notification by Grant Thornton LLP
that its audit reports dated March 8, 2004, December 23, 2003 and
September 10, 2003 can no longer be relied upon.

Global Crossing also announced that it received a Nasdaq Staff
Determination on April 29, 2004 indicating that, in light of the
matters referred to in the immediately preceding paragraph, the
company's common stock is not in compliance with the filing
requirements for continued listing on The Nasdaq National Market
and will be de-listed unless the company requests a hearing with a
Nasdaq Listing Qualifications Panel to review this determination.
The company will request this hearing shortly. Pending the hearing
and the Panel's determination, Global Crossing's common stock will
continue to be listed on The Nasdaq National Market. While there
can be no assurance that the Panel will grant the company's
request for continued listing, the company is hopeful that it will
have sufficient time to complete its review and return to
compliance with Nasdaq filing requirements. The company's trading
symbol will change from GLBC to GLBCE at the opening of business
today due to the non-compliance with the filing requirements.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.


GLOBAL CROSSING: Settling Securities & Pension Claims for $325MM
----------------------------------------------------------------
Bloomberg News reports that Global Crossing Ltd., its ex-Chairman
Gary Winnick and some of the company's former lawyers will pay
$325 million to settle securities-fraud claims and pension
claims.  Approximately $245 million will go to investors while
former employees will walk away with $80 million.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GRAY TELEVISION: S&P Affirms Ratings & Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on TV
station operator Gray Television Inc. to positive from stable. All
ratings on the company, including the 'B+' corporate credit
rating, were affirmed. The Atlanta, Georgia-based firm had
$696 million in debt and debt-like preferred stock at
Dec. 31, 2003.

"The outlook revision reflects the expectation of improvements in
Gray's financial profile over the intermediate term that may
warrant an upgrade," according to Standard & Poor's credit analyst
Steve Wilkinson. He added, "Profitability and cash flow should get
a meaningful boost in 2004 from election year political ad
spending and from continued strengthening of core local and
national advertising. This should boost Gray's debt plus
preferred stock to EBITDA leverage ratio to the low-5x area or
lower. It will be critical that Gray demonstrate it can maintain a
leverage ratio of below 6x during an off year in the political
cycle to earn a higher rating. This will depend on limiting the
decline in revenue and EBITDA typically experienced by TV
broadcasters in odd numbered years. Similarly, the prepayment of
bank debt with discretionary cash flow and a restrained pace of
acquisitions could help keep leverage at an appropriate level.
Conversely, large debt-financed acquisitions that do not include a
significant equity component could postpone upgrade potential."


GREAT LAKES: S&P Cuts Corporate & Senior Secured Debt Ratings to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Oak Brook, Illinois-based Great
Lakes Dredge & Dock Corp. to 'B' from 'B+'. Standard & Poor's also
lowered its subordinated debt rating on Great Lakes to 'CCC+' from
'B-'. At the same time, Standard & Poor's affirmed its '3'
recovery rating on Great Lakes' senior credit facility, indicating
the expectation of a meaningful recovery (50%-80%) of principal in
the event of a default.

The outlook is stable. As of March 31, 2004, Great Lakes had
approximately $336 million of debt (including the present value of
operating leases) outstanding.

"The ratings downgrade reflects declining earnings, high financial
leverage and increasing price competition and margin erosion as a
result of reductions in federal funding of dredging projects,"
said Standard & Poor's credit analyst Heather Henyon.

Great Lakes' dredging backlog has fallen by almost one-third, to
$189 million from $281 million a year ago because of the reduced
bid market.

While Standard & Poor's considers backlog of $200 million or
greater as sufficient for short-term profitability and cash flow
generation for Great Lakes, likely project delays resulting from
the growing uncertainty over funding for U.S. Army Corps of
Engineers projects and intensified pricing pressures will lead to
financial performance in 2004 and probably in 2005 that will be
weaker than previously expected. Great Lakes Dredge & Dock
Corp. operates the largest fleet of dredging equipment in the U.S.
and averaged a combined bid market share of more than 40% over the
last three years. The company generates about 15% of its revenues
from international operations.

Financial flexibility is limited, although satisfactory for Great
Lakes' current business plan, and maintenance of this liquidity
profile is a key underpinning to the ratings and outlook


GWE ENTERPRISES: Case Summary & 37 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: GWE Enterprises, LLC
             558 Heritage Hill Road
             Oneonta, New York 13820

Bankruptcy Case No.: 04-63066

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      GWE Enterprises II, LLC                    04-63065

Type of Business: Rental Apartments.

Chapter 11 Petition Date: April 29, 2004

Court: Northern District of New York (Utica)

Judge: Stephen D. Gerling

Debtors' Counsel: Leslie N. Reizes, Esq.
                  1177 George Bush Boulevard, Suite 308
                  Delray Beach, FL 33483
                  Tel: 561-276-2600

                                   Total Assets    Total Debts
                                   ------------    -----------
GWE Enterprises, LLC               $521,086        $2,143,148
GWE Enterprises II, LLC            $169,479        $1,156,782

A. GWE Enterprises, LLC's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Elmira Savings & Loan         Second Mortgage           $935,525
W. Water at College Ave.
P.O. Box 327
Elmira, NY 14901-0327

Wells Fargo Bank, NA          Mortgage                  $623,597
Fargo Bank Minnesota, NA      Secured Value:
101 Phillips Ave.             $400,000
Souix Falls, SD 57101-0543

Town of Owego                 Taxes                      $27,391

BMW Bank of North America     Security Agreement         $18,133
                              Secured Value:
                              $63,000

NYSEG                         Electric                    $6,333

One Beacon Insurance          Insurance                   $4,223

Home Depot Credit Services    Repairs                     $4,209

BRT Realty Trust              Insurance                   $3,500

Mirabito Gas & Electric       Gas                         $3,019

Martin Plumbing & Heating     Repairs                     $2,471

Kubota Credit Corporation,    Security Agreement          $2,000
USA                           Secured Value:
                              $12,000

Kurt Franzenburg, Esq.        Legal Services              $1,465

Taylor Garbage Service        Garbage service               $815

Big R & J Exterminators       Extermination services        $539

Sprint                        Telephone                     $504

Press & Sun Bulletin          Advertising                   $416

Agway Energy Products         Supplies                      $403

Verizon                       Telephone service             $328

Morris & Ronovech, CPAs       Accounting services           $300

Amazing Glass                 Repair                        $100

B. GWE Enterprises II, LLC's 17 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Elmira Savings & Loan         Mortgage                  $795,000
W. Water at College Ave.      Secured Value:
P.O. Box 327                  $140,000
Elmira, NY 14901-0327

Lansing Receiver of Taxes     Taxes                      $72,605

NYSEG                         Electric service           $49,762

Hinman, Howard & Kattell LLP  Legal services             $30,000

Lowe's Companies, Inc.        Building supplies          $12,494

Tompkins County Finance Dept  Taxes                      $10,188

Colden Corporation            Professional services       $5,810

GMAC Payment Processing       Security Agreement          $3,000
Center                        Secured Value:
                              $11,000

Town of Lansing Water         Water service               $2,841

Capital One F.S.B.            Supplies                    $1,845

Dryden Mutual Insurance Co.   Insurance                   $1,216

Superior Disposal Service     Garbage service               $989

Kirksway Farms Inc.           Septic services               $552

One Beacon                    Insurance                     $324

Bearsch, Compeau & Knudson    Professional services         $314

Morris & Ronovech, CPAs       Accounting services           $300

Ithaca Journal                Advertising                    $37


HEALTHSOUTH: Bondholder Talks Continue Pending Default Resolution
-----------------------------------------------------------------
The Unofficial Committee of holders of HealthSouth's notes
announced that notwithstanding HealthSouth's announcement that the
deadline with respect to the Company's consent solicitation for
its various issues of notes has been extended through May 13,
2004, it remains in discussions with HealthSouth.

In addition to extending the consent solicitation, the Company has
announced that it has increased the consent fee from $10 in cash
for each $1,000 principal amount of notes to $13.75 in cash for
each $1000 principal amount of notes, and will be making
additional substantial amendments to the indentures governing the
notes. These additional amendments include, among other things,
eliminating the right of noteholders to accelerate if other issues
of notes accelerate and suspending the Company's obligation to
file all financial reports until December 31, 2005. The Unofficial
Committee remains committed to its effort to obtain, and reach a
consensual resolution on, a further increased amount of
compensation necessary to resolve all existing defaults under the
Company's indentures.

Brad Eric Scheler of Fried, Frank, Harris, Shriver & Jacobson LLP,
counsel to the Unofficial Committee of Bondholders, commented
that, "The Unofficial Committee is encouraged by HealthSouth's
decision to increase the consideration being offered to
bondholders in the consent solicitation; however, the Unofficial
Committee remains convinced that the compensation is significantly
less than what the Company should be offering, given: (i) the
Company's continued substantial credit risk profile, (ii) the
Company's continued failure to file financial reports and its
acknowledgement that it may not be able to timely file such
reports until the calendar year 2006, (iii) the costs that would
otherwise be incurred by the Company in refinancing its bond debt,
(iv) in the context of such a refinancing, the probable need for
the Company to collateralize some of its now unsecured bond debt,
and (v) the material nature of the newly proposed and previously
proposed amendments to the indentures. The Unofficial Committee is
troubled by the Company's continued pursuit of a coercive consent
process and believes that bondholders should not provide their
consent unless the Company increases the compensation for
bondholders. In addition, the Unofficial Committee is concerned
that although the Company materially changed the terms of the
consent solicitation, the Company is not resoliciting consents
from noteholders. It would be prudent and fair (and the Company
may well have a legal obligation) to resolicit consents from those
noteholders that have already delivered their consent."

Mr. Scheler further noted that, "The Unofficial Committee
nevertheless remains cautiously optimistic that its negotiations
with the Company will result in a consensual arrangement that will
provide all bondholders that have not otherwise accepted less
compensation with fair and reasonable compensation for the
increased credit risk due to the Company's current circumstances
and for the material amendments to the indentures that will, among
other things, permit the Company to incur additional secured
debt."

HealthSouth has been in default under its indentures since March
2003, when it announced that the public could no longer rely upon
HealthSouth's financial statements.


HEALTHSOUTH: Names Jay Grinney as New President & CEO
-----------------------------------------------------
HealthSouth Corp. (OTC Pink Sheets: HLSH) announced that its Board
of Directors has unanimously elected Jay Grinney, age 53, to the
position of President and Chief Executive Officer, effective May
10, 2004. He also will serve as a member of HealthSouth's Board of
Directors. Mr. Grinney, who most recently served as the President
of the Eastern Group of HCA (NYSE: HCA), will replace Robert P.
May, who has served as HealthSouth's Interim Chief Executive
Officer since March 2003. Mr. May will remain with HealthSouth as
a member of its Board of Directors and assist Mr. Grinney in the
transition period.

"We are delighted to welcome Jay as HealthSouth's new Chief
Executive Officer," said Joel C. Gordon, Interim Chairman. "Jay
has broad operating and financial experience and is recognized as
one of today's outstanding leaders in the healthcare industry. He
brings with him not only a wealth of practical know-how built over
a 23-year career, but a real vision of the opportunities and
challenges in today's healthcare industry."

"I am honored to be leading HealthSouth into the next chapter of
its growth," said Mr. Grinney. "HealthSouth has made an impressive
turnaround over the past year and I am confident that it has a
future of solid growth and profitability. I look forward to
working together with the company's dedicated and talented
employees to ensure that HealthSouth reaches its full potential as
the nation's largest provider of healthcare services."

"It has been a privilege for me to lead the organization as
Interim CEO of HealthSouth over the past year and I look forward
to helping Jay during the transition," said Mr. May. "The progress
that has been made is nothing less than remarkable and I would
like to thank all of HealthSouth's employees. It was because of
their focus and hard work that we have been able to accomplish so
much. I look forward to returning to my work on the Board of
Directors, which is what originally attracted me to HealthSouth."

Mr. Grinney has an extensive background in the healthcare
industry. Since 1996, he has served as President of HCA's Eastern
Group, which employs over 65,000 people and consists of
approximately 100 hospitals located in 10 states with annual net
revenues of $10.5 billion. Prior to that, he held a number of
different positions at HCA, including President of the Greater
Houston Division and Chief Operating Officer of the Houston
Region. Before joining HCA, Grinney held several executive
positions during his nine-year career at the Methodist Hospital
System in Houston.

Mr. Grinney is active on numerous industry boards and community
organizations, including serving as Chairman of the Board of the
Federation of American Hospitals (FHA), the national
representative of privately owned and managed community hospitals
and health systems throughout the United States.

Mr. Grinney has a bachelor's degree from St. Olaf College in
Northfield, Minnesota and both an MBA and an MHA from Washington
University in St. Louis.

                     About HealthSouth

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

                        *     *     *

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

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

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

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


HT DEVELOPMENT LLC: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: HT Development LLC
        1660 Gateway
        Las Vegas, Nevada 89129

Bankruptcy Case No.: 04-14568

Chapter 11 Petition Date: April 28, 2004

Court: District of Nevada (Las Vegas)

Judge: Lloyd King

Debtor's Counsel: Gregory L. Wilde, Esq.
                  Graham Wilde Harker & Boggers
                  208 South Jones Boulevard
                  Las Vegas, NV 89107
                  Tel: 702-258-8200

Total Assets: $557,833

Total Debts:  $1,386,118

Debtor's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Daniel & Brook Las Vegas LLC  35 space Mobile         $1,040,000
c/o Bernard & Leslie Chtd.    Home Park located
3985 Howard Hughes Pkwy.      At 1660 Gateway,
#550                          Las Vegas, NV 89129
Las Vegas, NV 89109           Secured: $500,000

David Huntington              Advances to improve       $192,507
                              property

Patrick Tyll                  Advances to improve       $153,611
                              property


INTERNATIONAL BIOCHEMICAL: Sec. 341(a) Meeting Slated for May 20
----------------------------------------------------------------
The United States Trustee will convene a meeting of International
BioChemical Industries, Inc.'s creditors at 12:00 p.m., on May 20,
2004 in Room 365 at Russell Federal Building, 75 Spring Street SW,
Atlanta, Georgia 30303. 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 Atlanta, Georgia, International BioChemical
Industries, Inc. -- http://www.bioshield.com/-- is a maker of
concentrated antiviral and antimicrobial products.  The Company
filed for chapter 11 protection on April 5, 2004 (Bankr. N.D. Ga.
Case No. 04-92814).  Jesse Blanco, Jr., Esq., represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $114,500 in assets and
$18,465,934 in debts.


IT GROUP: First Amended Reorganization Plan Declared Effective
--------------------------------------------------------------
In a notice filed with the Bankruptcy Court, Gregg M. Galardi,
Esq., at Skadden, Arps, Slate, Meager & Flom LLP, in Wilmington,
Delaware, advises the Court that IT Group, Inc., and its debtor-
affiliates' First Amended Reorganization Plan became effective on
April 30, 2004.

As previously reported, Judge Walrath confirmed the Debtors' Plan
on April 5, 2004.  The Court overruled all objections to
confirmation of the Plan that have not been withdrawn or
otherwise resolved.  The Plan Proponents proposed certain
technical modifications to the Plan to address the issues raised
in the objections.  These modifications comply with Section 1127
of the Bankruptcy Code and Bankruptcy Rule 3019, and do not
materially or adversely change the treatment of any holder of any
Claim or equity Interest.

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


J/Z CBO: Fitch Downgrades 3 Note Classes to Low-B & Junk Levels
---------------------------------------------------------------
Fitch Ratings downgrades four classes of notes issued by J/Z CBO
(Delaware), LLC (J/Z CBO). The following rating actions are
effective immediately:

          --$105,213,726 Class A Floating Rate Notes downgraded
            to 'AA' from 'AAA';

          --$21,775,000 Class B Fixed Rate Notes downgraded to
            'BB' from 'A' and placed on 'Rating Watch Negative';

          --$19,400,000 Class C Fixed Rate Notes downgraded
            to 'CCC' from 'BB';

          --$19,400,000 Class D Fixed Rate Notes downgraded
            to 'C' from 'CC'.

J/Z CBO is a collateralized bond obligation (CBO) managed by
Jordan/Zalaznick Advisors, Inc. (Jordan/Zalaznick) consisting
primarily of mezzanine debt and high yield bonds. Jordan/Zalaznick
was established in August 1986 to invest in mezzanine debt and
related equity securities. Due to the event of default caused by
the failure to pay current class B interest and increased levels
of defaults and deteriorating credit quality, Fitch has reviewed
in detail the portfolio performance of J/Z CBO. In conjunction
with this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.

November 30, 2003, J/Z CBO failed to pay its class B current
interest resulting in an event of default. As of this rating
commentary, there is no cure to this default. The class B notes
have been placed on Rating Watch Negative until the resolution of
the default has been reached. Since June 2002, J/Z CBO has
continuously failed its interest coverage (IC) test. Factors
contributing to the reduced interest proceeds and declining IC
ratio include: the large cash balance of approximately $53.5
million, par value of assets currently piking represent 26.5% of
total debt securities plus cash, an out of the money interest rate
swap, and the deferment of interest on the class B, class C and
class D notes. The current IC ratio as calculated on the most
recent trustee report dated March 15, 2004 is 23.67% with a
trigger of 142%. In addition, J/Z CBO has been failing its class A
overcollateralization (OC) test since September 2002. Due to the
failure of the class A OC and IC tests a small portion of the
class A notes were redeemed with excess interest proceeds. This
principal paydown was not sufficient to cure the test failures. It
is expected that the class C and class D notes will continue to
defer current interest payments at rates of 10.09% and 14.59%.

Despite the event of default due to the failure to pay class B
interest, the class B investors should expect to receive 100% of
deferred and compensating interest and principal payments under
Fitch 'BB' stress scenarios by the legal final maturity of May 30,
2015. Therefore, Fitch will keep the class B on Rating Watch
Negative until payments to the class resume on a continuous basis,
even though Fitch anticipates this may not occur for several pay
periods or years.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates the structure can withstand going forward relative
to the minimum cumulative default rates for the rated liabilities.
As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A, class B, class C and
class D notes no longer reflect the current risk to noteholders.


KAISER ALUMINUM: Reaches Settlement with Hearing Loss Claimants
---------------------------------------------------------------
In February 2004, the Kaiser Aluminum Corporation Debtors reached
a settlement with respect 400 claims asserted by former employees
due to loss of hearing in connection with their employment at the
Debtors' Gramercy, Louisiana facility.

Under the terms of the settlement, the claimants will be allowed
claims totaling $15.8 million.  However, no cash payments by the
Debtors are required in respect of these amounts.  Rather the
settlement agreement contemplates that, at emergence, these
claims will be transferred to a separate trust along with certain
rights against certain corresponding insurance policies of the
Debtors and that the insurance policies will be the sole source
of recourse to the claimants.

The settlement is subject to Bankruptcy Court approval.

In a regulatory filing with the Securities and Exchange
Commission, Jack A. Hockema, Kaiser Aluminum and Chemical
Corporation President and Chief Executive Officer, explains that
while the Debtors believe that the insurance policies are of
value, no amounts have been reflected in their financial
statements at December 31, 2003, in respect of the policies.  The
Debtors could not, with the level of certainty necessary,
determine the amount of recoveries that were probable.

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


KOSA B.V.: S&P Affirms Low-B Ratings and Removes Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' senior
secured bank loan rating and recovery rating of '2' on KoSa B.V.'s
$1.9 billion of bank credit facilities. The '2' recovery rating
indicates a substantial (80%-100%) recovery of principal in the
event of a default. At the same time, Standard & Poor's affirmed
its 'B+' rating on the company's $675 million senior unsecured
notes due 2012 issued under Rule 144a with registration rights. In
addition, Standard & Poor's lowered its corporate credit rating to
'BB' from 'BB+' and removed all ratings from CreditWatch with
negative implications.

Ratings originally were placed on CreditWatch with developing
implications on Aug. 12, 2003, following the announcement that
KoSa's parent, Koch Industries Inc. had entered into exclusive
negotiations with E.I. DuPont de Nemours & Co. regarding the
possible purchase of INVISTA, formerly DuPont Textiles &
Interiors. The CreditWatch was updated on Nov. 18, 2003, following
the announcement that Koch had agreed to purchase INVISTA from
DuPont. On March 9, 2004, Standard & Poor's revised its
CreditWatch implications to negative from developing, as the
financing plan came into greater focus. At that time, Standard &
Poor's indicated that once the acquisition of INVISTA had been
completed, the CreditWatch listing would be resolved, the
corporate credit rating of KoSa would be lowered to 'BB' from
'BB+', and the new ratings that had been assigned in connection
with the financing plan would be affirmed. The acquisition was
completed as expected on April 30, 2004.

Proceeds from the new bank credit facilities and the senior notes
have been used to repay amounts outstanding under the company's
existing credit facility and to finance the acquisition of INVISTA
(along with over $2 billion of cash from Koch), which has been
merged with KoSa. At some point, KoSa B.V. may be renamed INVISTA.

"The overall creditworthiness of the new KoSa, now combined with
INVISTA, reflects an aggressive financial profile resulting from
high debt leverage at the outset of the acquisition, somewhat
offset by the new KoSa's good business profile as the leading
global manufacturer and marketer of fibers and intermediates,"
said Standard & Poor's credit analyst Peter Kelly.

KoSa's credit quality reflects its position as a leading producer
of fibers and intermediates, with pro forma revenues of more than
$8 billion. Key fiber chains include nylon, polyester, and
spandex. In nylon, KoSa is the largest manufacturer of nylon 6,6
polymer and its key intermediates and holds large positions in
downstream applications such as nylon carpeting and nylon airbags.
In polyester, KoSa maintains a top tier position in polyethylene
terephthalate (PET) packaging resins, and is a large producer of
polyester fiber and intermediate materials such as purified
terephthalic acid (PTA) and dimethyl terephthalate (DMT). In
spandex, KoSa is the largest manufacturer of branded spandex
(Lycra) and holds a good position in generic spandex.


LANDMARK MIDWEST: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Landmark Midwest Ltd.
        4737 County Road 101, Suite 237
        Minnetonka, Minnesota 55345

Bankruptcy Case No.: 04-42238

Type of Business: The Debtor is a Real Estate Developer.

Chapter 11 Petition Date: April 21, 2004

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Joseph W. Dicker, Esq.
                  Joseph W. Dicker, P.A.
                  403A St. Anthony Main
                  219 SE Main Street
                  Minneapolis, MN 55414

Total Assets: $1,000,000

Total Debts:  $282,024

Debtor's 10 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Crosby and Associates Ltd.                 $165,000

Cal-Surv Inc.                               $52,131

Terra Firma                                 $36,090

Meyers-Rohlin Inc.                          $17,568

Ellestad Land Services                       $3,820

LSA Associates Inc.                          $2,502

Miller Environmental                         $1,553

Pioneer Engineering                          $1,240

GME Consultants Inc.                         $1,126

Century Fence                                  $995


LARSCOM INC: Posts $1.8 Million Net Loss for First Quarter 2004
---------------------------------------------------------------
Larscom Incorporated (Nasdaq: LARS), a leading provider of WAN
connectivity and network access equipment, announced first-quarter
financial results for the period ending March 31, 2004.

The Company reported revenues of $5 million and a net loss of
$(1.8) million or $(0.36) per share for the first quarter of 2004.
For the first quarter of 2003, the Company had reported revenues
of $4.2 million and a net loss of $(2.2) million or $(0.81) per
share.

               First Quarter Business Review

"Revenue for the quarter was up 18% over the prior year's first
quarter and our net loss was reduced. However, I had higher
expectations for the quarter given our Q4 2003 results. The lower
than expected revenues for the quarter were primarily the result
of lower IAD shipments to one of our major customers," said Daniel
Scharre, president and chief executive officer of Larscom. "During
the quarter we released a number of new products and enhancements
that I believe will strengthen our competitive position and
benefit the business going forward."

"We remain on track with our Orion 7400 program and continue to
make progress with trials taking place with several major
customers. Some of these trials are expected to be concluded in
the second quarter for future Ethernet service deployments using
the Orion 7400," Scharre concluded.

   Recent product highlights include:

   -- Second release of the Orion 7400 Multi-service Access
      Platform that provides enhanced capabilities required by the
      carrier market, including the RBOCs. The new features
      include advanced Ethernet performance management, support
      for nested VLAN tags, STS-1 uplink capability, and dynamic
      bandwidth management.

   -- Introduction of new software releases for the eLink and
      Integrator IADs that provide enhanced operations and
      administration tools to simplify maintenance and diagnostics
      and, additionally, provide a sophisticated queuing mechanism
      for quality of service applications.

   -- Availability of the FT-1 and FXO capability for the eLink
      platform, which allows service providers to more easily
      integrate the eLink into a wider variety of enhanced service
      offerings.

   -- Launch of the enhanced Orion 4000 as an industry-first
      solution for the economical, high-density transport of
      multiple international (E1) data streams across U.S. T1
      networks.

                       About Larscom

Larscom enables high-speed access by providing cost-effective,
highly reliable (carrier-class), and easy-to-use network access
equipment. In June 2003, Larscom merged with VINA Technologies to
create a worldwide leader in enterprise WAN access for the
delivery of high-speed data, and integrated voice and data
services with the deployment of more than 350,000 systems
worldwide. Larscom's customers include major carriers, Internet
service providers, Fortune 500 companies, small and medium
enterprises, and government agencies worldwide. Larscom's
headquarters are in Newark, California. Additional information can
be found at http://www.larscom.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 31, 2004
edition, Larscom Incorporated (Nasdaq: LARS), filed its Annual
Report on Form 10-K for the year-ended 2003 in which its
independent auditors, PricewaterhouseCoopers LLP, included an
explanatory paragraph in its 2003 report on the Company's
financial statements relating to the uncertainty of the Company's
ability to continue as a going concern.


MAGNESIUM CORP: Creditors' Meeting Scheduled for May 24
-------------------------------------------------------
Lee Buchwald, serving as the Chapter 11 Trustee for Magnesium
Corporation of America and Renco Metals, Inc., prevailed in his
bid to convert Magnesium Corporation of America's chapter 11 case
to a chapter 7 liquidation, arguing that creditors' only
reasonable path to a recovery on their claims is through
prosecution of a lawsuit by the estate against The Renco Group,
Inc., Chairman and CEO Ira Leon Rennert, various trusts,
and others.

As previously reported in the Troubled Company Reporter, Mr.
Buchwald was appointed as the Chapter 11 Trustee to oversee the
Debtors' estates at the behest of an Ad Hoc Committee of Senior
Noteholders.  The 11-1/2% MagCorp Noteholders argued that because
Ira Rennert is a primary target of possible avoidance actions and
other claims that debilitating conflict of interest made it
certain the estate's valuable causes of actions would not be
pursued absent an independent chapter 11 trustee.  Janice Grubin,
Esq., at Golenbock, Eseman, Assor, Bell & Peskoe, represents the
Ad Hoc Committee of Senior Noteholders.

Lee E. Buchwald is the President and sole owner of Buchwald
Capital Advisors, LLC, an investment banking firm specializing in
financial restructuring advisory services.  Prior to founding his
own company, Mr. Buchwald was a Managing Director of Chanin
Capital Partners and Corporate Finance Managing Director at
Rothschild Inc.  Mr. Buchwald has 20 years experience as an
investment banker and financial advisor in restructurings.  Mr.
Buchwald also serves as the Chapter 7 Trustee.  Joseph H.
Smolisky, Esq., at Chadbourne & Parke, LLP serves as counsel to
the Trustee.

The United States Trustee for Region II has called for a meeting
of MagCorp creditors at 10:00 a.m. on May 24, 2004.  The meeting
will be held at the Office of the U.S. Trustee, located on the 2nd
Floor at 80 Broad Street in Manhattan.

Magnesium Corporation of America, a unit of Renco Group Inc., was
the largest single producer of magnesium in the United States.
The Company filed for chapter 11 protection on August 2, 2001
(Bankr. S.D.N.Y. Case No. 01-14312).  The Debtors sold
substantially all of their assets to U.S. Magnesium, LLC, in a
Sec. 363 Asset Sale Transaction.  Judge Gerber ordered the case
converted to a chapter 7 liquidation on September 24, 2003.  When
the Company filed for protection from its creditors, it listed
debts and assets of over $100 million in their petition.


MEDICAL WIND: May 10 Deadline to Vote on Chapter 11 Plan
--------------------------------------------------------
On April 2, 2004, the U.S. Bankruptcy Court for the District of
Delaware approved the Disclosure Statement with respect to the
First Amended Chapter 11 Plan of Medical Wind Down Holdings and
its debtor-affiliates.

Judge Walsh set May 10, 2004 at 4:00 p.m. as the deadline for
creditors to vote to accept or reject the First Amended Chapter 11
Plan.  Creditors must return their ballots to:

                    Bankruptcy Services LLC
                    757 Third Avenue, Third Floor
                    New York, NY 10017
                    Attn: Maxxim Balloting Center

The deadline to file objections to confirmation of the Plan is May
10, 2004 at 4:00 p.m.  Objections, if any, must be filed with the
Clerk of Court and served on Counsel for the Debtors, Counsel for
the Official Committee of Unsecured Creditors, Counsel for the
Debtor's Pre-Petition Secured Lenders, Counsel for ACMI
Corporation and the Office of the U.S. Trustee.

Medical Wind Down Holdings, formerly known as Maxxim Medical Group
Inc., are leading suppliers of custom- procedure trays, nonlatex
examination gloves and other single-use products. The Debtor filed
for chapter 11 protection (Bankr. Del. Case No.: 03-10438) on
February 11, 2003.  Brendan Linehan Shannon, Esq., Edward J.
Kosmowski, Esq., and Matthew Barry Lunn, Esq. of Young, Conaway,
Stargatt & Taylor and Myron Trepper, Esq. and Michael J. Kelly,
Esq. of Willkie Farr & Gallagher represent the debtor in its
restructuring efforts.


MERRILL LYNCH: Fitch Upgrades $7.6MM Class F Certificates to BB+
----------------------------------------------------------------
Fitch Ratings upgrades Merrill Lynch Mortgage Investors Inc.'s,
mortgage pass-through certificates, series 1995-C1 as follows:

   --$7.6 million class F certificates to 'BB+' from 'B-'.

The ratings on classes A, B, C, D, E and IO have been withdrawn
because the certificates have been paid in full. Fitch does not
rate class G.

The upgrades reflect increases in subordination levels due to loan
payoffs and amortization. As of the March 2004 distribution date,
the pool's principal balance had been reduced by 93.44% to $10.8
million from $213.3 million. The certificates are currently
collateralized by four mortgage loans, secured by multifamily
(31%) and commercial (69%) properties. Currently, there are no
delinquent or specially serviced loans.

Fitch is concerned with two of the remaining loans. One loan (46%)
is secured by an anchored retail property located in Durango, CO.
The property lost its major tenant Kmart which occupied 39% of the
Net Rentable Area (NRA). The borrower is actively marketing the
property.

One loan (23%) secured by an anchored retail center in Sugarland,
TX, is also of concern to Fitch. The subject property's top three
tenants (44%) have leases that are expiring in 2004 which could
negatively affect occupancy.

Approximately 30% of the remaining pool matures in the year 2004,
23% matures in the year 2005 and 46% matures in 2010.


NESS ENERGY: Rosenberg Replaces Weaver and Tidwell as Accountants
-----------------------------------------------------------------
Ness Energy International Inc. dismissed its accountants. The
dismissal was the Company's determination, and part of its plan to
appoint a new firm with both international abilities and that is
located nearer to Wall Street as the replacement.

The Company says that the dismissal was in no way due to
dissatisfaction with their firm (prior accountants), which it
found to be both experienced and professional in Company dealings
and there was no dispute with the prior accountant. Management,
however, believes, for this New Year of 2004, that Ness Energy
International needs to work more closely with firms in the
northeast, and a northeastern auditing firm with contacts overseas
may be a better fit for the Company's current and future needs,
hence the need to terminate the old firm and hire a new one.

The dismissal was confirmed by letter received February 19, 2004
from the former accountants, the firm of Weaver and Tidwell, LLP,
dated February 17, 2004, confirming the client-auditor
relationship had ceased.

A letter was supplied to Ness Energy dated March 11, 2004 from the
Former Accountant, where the accountants stated they modified
their reports for the years ended December 31, 2002 and 2001
regarding the Company's ability to continue as a going concern.

The decision to change accountants was approved by the Company's
Board of Directors.

There were no disagreements with the Former Accountants, whether
or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the Former Accountant's
satisfaction, would have caused them to make reference to the
subject matter of the disagreement(s) in connection with their
reports, except as follows:

Though the Former Accountants never advised the Company that
internal controls necessary to develop reliable financial
statements did not exist and they did complete the audits and
stated "In our opinion, the financial statements present fairly,
in all material respects, the financial position of Ness Energy
International, Inc. at December 31, 2002 and 2001, and the results
of its operations and its cash flows for the years then ended" in
conformity with accounting principals generally accepted in the
United States of America. They did advise Ness Energy of
deficiencies. The Former Accountant's Response Letter states that
in March, 2003 and 2002, they advised Ness Energy of certain
reportable conditions  and material weaknesses regarding the
Company's ability to develop reliable financial statements. In
March, 2002, they suggested the transfer agent be advised
immediately when compensation for services was approved by the
Company, and they also suggested that transactions entered into by
Management or the Board be forwarded timely to the accounting
department. In March, 2003, they suggested that bank statements
from Israel be sent directly to Company offices in Texas, and
they suggested that written agreements, not oral agreements, be
used for transactions and the Board be involved in major
acquisitions, and, also in summary, more accurate steps be taken
in travel expense accounting, and Israeli operational expenses,
and lease renewals be more specific as to expense
responsibilities. No committee of the Board, nor the Board,
discussed these matters with the accountants, Past President/CEO
Hayseed Stephens died on May 15, 2003. Discussions between new
President/CEO Sha Stephens, and the CFO were held concerning these
deficiencies. An accounting person was hired to assist the CFO and
plan to add another accounting person to also assist. The CEO and
CFO meet twice weekly to discuss activities and assure compliance.
Also, conversations are held daily with legal counsel, who also is
present in the Ness office one week a month. On his first trip to
Israel, the new CEO terminated the  previous administrator and
hired a new person with more business knowledge. The CEO
transferred virtually all funds from the Israel Bank account to
the U.S. and has taken steps to control the information from
Israel.

On February 19, 2004, the Company engaged the firm of Rosenberg
Rich Baker Berman & Company, P.A., New Jersey , as independent
auditors of the Company for the period ending December 31, 2003.
The Rosenberg Firm has over 20 years experience in international
financial statement matters, and over 25 years experience as
auditors, and has a full staff of accountants and support
personnel including persons who are available to travel overseas.


NETEXIT INC: Files for Chapter 11 Protection in Delaware
--------------------------------------------------------
NorthWestern Corporation (Pink Sheets: NTHWQ) announced that its
subsidiary, Netexit, Inc., formerly known as Expanets, Inc., has
filed for protection under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.

On Nov. 25, 2003, Expanets sold substantially all of the assets
and businesses of Expanets and its subsidiaries to Avaya, Inc.,
and retained certain specified liabilities. Thereafter, Expanets
was renamed Netexit, Inc. This Chapter 11 filing is intended to
facilitate the wind down of Netexit and its subsidiaries.

NorthWestern said that Netexit's Chapter 11 filing will have no
material affect on NorthWestern's Chapter 11 reorganization or its
filed plan of reorganization and disclosure statement.

                  About NorthWestern

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving approximately 608,000 customers in Montana, South Dakota
and Nebraska.


NETEXIT INC: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Netexit, Inc.
             aka Expanets, Inc.
             aka Communications Systems USA, Inc.
             125 South Dakota Avenue
             Sioux Falls, South Dakota 57104

Bankruptcy Case No.: 04-11321

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      ATS Financial Services, Inc.               04-11323
      Netexit of California Construction, Inc.   04-11325
      Netexit of California, Inc.                04-11328
      Netexit of Indiana, LLC                    04-11329
      Netexit of Indiana, Inc.                   04-11331
      Netexit of North America, LLC              04-11333
      Netexit of Tennessee, Inc.                 04-11335
      Netexit of Pacific Northwest, Inc.         04-11336
      Netexit of Oklahoma, Inc.                  04-11337
      Netexit of New York, Inc.                  04-11338
      Netexit of Mississippi, Inc.               04-11339
      Netexit of Hawaii, Inc.                    04-11340
      Eagle, a Netexit Company, Inc.             04-11341

Type of Business: The Debtor is a nationwide provider of
                  networked communications and data services to
                  small and mid-sized businesses.

Chapter 11 Petition Date: May 4, 2004

Court: District of Delaware

Judge: Charles G. Case II

Debtors' Counsel: William E. Chipman Jr., Esq.
                  Greenberg Traurig, LLP
                  1000 West Street, Suite 1540
                  Wilmington, DE 19801
                  Tel: 302-661-7000
                  Fax: 302-661-7360

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  More than $100 Million

Debtors' Consolidated List of 12 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Trion Group, Inc.             Medical Stop Loss       $3,100,000
2300 Renaissance Blvd.
King of Prussia, PA
19406-2772

Adarnes et al.                Prevailing Wage Case      $800,000
Robert J. Valli, Jr., Esq.
Leeds Morelli & Brown, P.C.
One Old Country Road Ste 347
Carle Place, NY 11514

Expanets, Inc. 401K Savings   401K Liability            $465,026
Plan                          Interest and Penalty

EOP - San Mateo Baycenter,    Lease                     $459,461
LLC, c/o Equity Office
Properties Trust
951 Mariners Island Blvd.
Suite 200
San Mateo, CA 94404

John Andre                    Employment                $200,000

KPMG                          491K Audit Costs          $111,191

Atlantic American Land        Lease                     $106,781
Development Inc.

State of South Dakota         Sales and Use Tax          $50,000

InternetConnect                                          $49,000

Duke Weeks Realty Ltd.        Lease                      $31,836

Second & Main Associates      Lease                       $7,776

Oriole Holdings, L.P.         Lease                       $3,700


NEXTEL PARTNERS: S&P Puts B- Corp. Credit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating for Kirkland, Washington-based wireless service
provider Nextel Partners Inc. on CreditWatch with positive
implications.

"The CreditWatch placement is based on the company's continued
good operating performance, which enabled a modest amount of free
cash flow to be generated in first-quarter 2004," explained
Standard & Poor's credit analyst Michael Tsao. "In resolving this
CreditWatch listing, Standard & Poor's will assess Nextel
Partners' ability to maintain good operating performance and
its prospects for generating material and sustainable free cash
flow."

Separately, Standard & Poor's placed its 'B' bank loan rating for
Nextel Partners Operating Corp. (a wholly owned subsidiary of
Nextel Partners) and its 'CCC+' senior unsecured debt rating for
Nextel Partners on CreditWatch with developing implications. These
CreditWatch listings reflect Nextel Partners' announcement that it
has commenced a cash tender offer for its $367 million 11% senior
notes due 2010.

Because Nextel Partners plans to finance the cash tender offer
with proceeds from an incremental term loan and an offering of
senior notes to be issued under Rule 144A, two sets of
possibilities may develop with respect to resolving the
CreditWatch listing for the bank loan rating and the senior
unsecured debt rating. If the corporate credit rating is raised
and Standard & Poor's determines that additional bank debt does
not impair recovery prospects for the fully drawn bank loan in a
hypothetical default scenario, the bank loan rating would also be
raised. The senior unsecured debt rating would be raised if the
additional bank debt does not cause priority obligations as a
percentage of estimated asset value to exceed Standard & Poor's
30% threshold for a two-notch differential. If the corporate
credit rating is affirmed and Standard & Poor's determines that
additional bank debt would impair recovery prospects, the bank
loan rating would be lowered to the same level as the corporate
credit rating. The senior unsecured debt rating would be lowered
to two notches below the corporate credit rating in the event the
additional bank debt causes priority obligations to exceed the 30%
threshold.


NATIONAL ENERGY: Bankruptcy Court Confirms Reorganization Plan
--------------------------------------------------------------
National Energy & Gas Transmission, Inc. (NEGT) announced that the
U.S. Bankruptcy Court for the District of Maryland, Greenbelt
Division, confirmed the company's Plan of Reorganization, paving
the way for NEGT to emerge from bankruptcy. The company expects
the plan to become effective by the end of May or early June.

Under the plan, NEGT will issue to its unsecured creditors 100
percent of the equity of the reorganized company, $1 billion in
notes, and cash. In addition, NEGT will become unaffiliated with
PG&E Corporation, which will no longer have any equity interest in
the company. NEGT's creditors, a diversified group of banks and
bondholders, will become the new equity holders.

"With [Mon]day's court approval, National Energy & Gas
Transmission is on track to emerge expeditiously from bankruptcy,"
said Joseph Bondi, NEGT chief executive officer and chief
restructuring officer. "Our restructuring efforts focused on
maximizing the value of the company's strong-performing assets
while facilitating an orderly negotiation among creditors. The
consensus among NEGT's creditors is demonstrated by their
overwhelming support for the Plan of Reorganization."

Conditions that must be satisfied in order for the Plan of
Reorganization to become effective include obtaining certain
regulatory approvals and other consents needed from third parties.

Upon emergence from bankruptcy, NEGT will have a new board of
directors comprised of Bondi and Sanford L. Hartman, NEGT's vice
president and general counsel, as well as William E. Redmond, Jr.,
Steven P. Chwiecko, James G. Ivey, Barry P. Simon and Randolph I.
Thornton. These individuals were selected by the creditors.

NEGT voluntarily filed for protection under Chapter 11 on July 8,
2003, along with its energy trading subsidiaries and USGen New
England, Inc. NEGT's subsidiaries own more than 4,700 megawatts of
electric generating facilities across the country and a 5.2
percent ownership in the Iroquois Gas Transmission System. The
company announced on Thursday that it had accepted a $1.703
billion bid from TransCanada Corporation to buy NEGT's Gas
Transmission Northwest Corporation, subject to bankruptcy court
approval.


NATIONSRENT INC: Creditor Trustee Wants July 13 Service Deadline
----------------------------------------------------------------
Pursuant to Rules 7004 and 9006(b) of the Federal Rules of
Bankruptcy Procedure and Section 105(a) of the Bankruptcy Code,
Perry Mandarino, the Creditor Trustee in NationsRent Inc.'s
chapter 11 case, asks the Court to extend the deadline to effect
service of process with respect to the preference actions
commenced by the Trust, through and including July 13, 2004.

Mr. Mandarino reserves his rights to seek additional extensions
of time to effect service of the original process of other
complaints and oppose any request to dismiss filed by a defendant
that challenges the service of the complaint under the Bankruptcy
Rules.

Rule 4(m) of the Federal Rules of Civil Procedure, made
applicable to adversary proceedings by virtue of Bankruptcy Rule
7004(a), provides that:

   "If service of the summons and complaint is not made upon the
   defendant within 120 days of the filing of the complaint, the
   court, upon motion or its own initiative after notice to the
   plaintiff, shall dismiss the action without prejudice as to
   that defendant or direct that service be effected within a
   specified time; provided that if the plaintiff shows good
   cause for the failure, the court shall extend the time
   period."

From December 11 to December 16, 2003, the Creditor Trust filed
465 complaints for the avoidance and recovery of preferential
transfers.  The 120-day period for service of the complaints thus
falls between April 8 and April 14, 2004, depending on the date
each particular adversary proceeding was commenced.

Between December 11, 2003 and February 6, 2004, the counsel for
the Creditor Trust served the preference complaints on the
defendants by certified mail, return receipt requested.  The
complaints were served at the defendants' registered agent
address, corporate headquarters or business address, based on
information obtained from various sources.

Between February 27, 2004 and March 3, 2004, the Creditor Trust
again served the complaints by regular first class mail on those
defendants that the Creditor Trust had not yet received return
receipt or was otherwise unable to confirm service.  The Creditor
Trust also continued to research current service information for
the defendants that the Creditor Trust received returned service.

According to Mary E. Augustine, Esq., at The Bayard Firm, in
Wilmington, Delaware, the Creditor Trust received and keeps on
receiving returned service for certain defendants.  The Creditor
Trust also remains unable to confirm service of the original
process on certain defendants.  As of April 7, 2004, the Creditor
Trust continues to research and obtain current service
information for the defendants for which it has been unable to
confirm service of original process.

The Creditor Trust has been diligent in its efforts to effect
service of the original process, and effective in serving many of
the defendants, Ms. Augustine says.  Despite its extensive
efforts, however, the Creditor Trust has been unable to confirm
that the original service has been made on all of the 465
defendants.

The Court has the authority to appropriately exercise its
discretion to extend the time by which the Creditor Trust must
serve its complaints.  In making the determination of whether to
extend the time to serve a complaint under Civil Rule 4(m), the
Third Circuit has a two-step inquiry:

   (1) Upon a showing of good cause for the delayed service, the
       Court must extend the time period.

   (2) If there is not good cause, the Court has the discretion
       to dismiss without prejudice or to extend the time period.

Bankruptcy Rule 9006(b) does not define "good cause" but several
courts have consistent interpretations:

   * In determining whether good cause exists, a court's "primary
     focus is on the plaintiff's reasons for not complying with
     the time limit in the first place." Boley v. Kaymarck, 123
     F.3d at 758.

   * Good cause is measured against the plaintiff's recognizable
     efforts to effect service and the prejudice to the defendant
     from the delay.  Sunniland Fruit Company, Inc. v. PMI
     Produce Corp., Inc., 2001 U.S. Dist. LEXIS 9247 at *5
     (S.D.N.Y. July 9, 2001).

   * Courts will consider whether the plaintiff was conscientious
     about complying with the Rules, including, but not limited,
     to whether plaintiff moved under Civil Rule 6(b) or
     Bankruptcy Rule 9006(b), for an extension of time in which
     to serve the defendant.  American Commercial Barge Line
     Company LLC v. Joan Salton, 2001 U.S. Dist. Lexis 2793
     at *7 (S.D.N.Y. March 16, 2001).

The Creditor Trustee believes that good cause exists to warrant
the extension because:

   -- the Creditor Trust has been diligent in its efforts to
      serve the defendants and locate current service information
      for all of the defendants;

   -- the Trust's counsel has used numerous sources to locate and
      serve the defendants, including information provided by the
      Debtors, information obtained through corporate searches
      and Internet sites, and the proofs of claim docket, and
      continues to research the appropriate addresses for the
      service; and

   -- despite its efforts, the Creditor Trust has been unable to
      confirm service of original process on certain defendants.

The Court will convene a hearing on May 10, 2004 to consider the
Creditor Trustee's request.  By application of Del.Bankr.LR
9006-2, the deadline to effect service of process with respect to
commenced preference actions is automatically extended through
the conclusion of that hearing.

                          Ajaco Responds

Ajaco Towing, Inc., does not object to the extension of time to
effect service as it relates to those actions that have been
commenced.  However, Ajaco objects to the Debtors' reservation of
rights to seek additional extensions to commence new actions.

Vincent Cleffi, President of Ajaco, points out that sufficient
time has lapsed for the Trust to pursue claims.  According to Mr.
Cleffi, it is now over five months since Traxi, LLC, the
liquidating and disbursing agent, communicated with Ajaco.
Furthermore, the Debtors owe Ajaco $25,000.  Ajaco neither
received a copy of the Plan of Reorganization as referenced in
the Creditor Trustee's request nor a proof of claim. (NationsRent
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NUCENTRIX: Exits Chapter 11 & Expects to Pay Creditors in Full
--------------------------------------------------------------
Nucentrix Broadband Networks, Inc. (Pink Sheets:NCNXQ), announced
that the U.S. Bankruptcy Court for the Northern District of Texas
has confirmed the First Amended Joint Plan of Liquidation of the
Company and its debtor subsidiaries.

As a result, Nucentrix expects to close the sale of its Federal
Communications Commission (FCC) licenses and related assets to
Nextel Spectrum Acquisition Corp., a wholly-owned subsidiary of
Nextel Communications Inc. (Nasdaq:NXTL) in June 2004. As
previously reported, Nextel was the winning bidder at an auction
for Nucentrix's assets in November 2003, with a bid of $51 million
in cash, plus the assumption of certain liabilities. In April
2004, the FCC approved the sale of Nucentrix's FCC assets to
Nextel. The sale remains subject to customary closing conditions,
including the order of the FCC approving the sale becoming a final
order.

At the Bankruptcy Court hearing Monday, Nucentrix reported that,
based on anticipated sale proceeds and the assignment of spectrum
lease liabilities outside the Nextel sale, the Company expects to
pay all creditors the full amount of their claims as allowed by
the Bankruptcy Court. After payment to creditors, record holders
of Nucentrix common stock on the effective date of the Plan will
be entitled to receive distributions of remaining net proceeds
pursuant to, and subject to the conditions of, the Plan. Nucentrix
anticipates that the Plan will become effective within five
business days after the date the Nextel sale closes. On the
effective date of the Plan, all outstanding shares of Nucentrix
common stock will be canceled and the transfer books for the
common stock will be closed.

The Company is not able to estimate with certainty the per share
amount that may be received by record stockholders. This amount
will be affected by (i) the outcome and allowed amount of disputed
claims and claims that may yet be asserted, (ii) the amount of
expenses necessary to wind down the Company's estate, including
professional fees and expenses, (iii) proceeds received from the
sale of other assets of the Company and (iv) the total amount of
cure costs and administrative expenses required to be paid by
Nucentrix for spectrum leases being assigned to third parties.

                      About Nucentrix

Nucentrix Broadband Networks, Inc. provides broadband wireless
Internet services using radio spectrum licensed by the Federal
Communications Commission (FCC). This spectrum commonly is
referred to as MMDS (Multichannel Multipoint Distribution Service)
and ITFS (Instructional Television Fixed Service). Nucentrix is
the third largest holder of MMDS and ITFS spectrum in the U.S.
Nucentrix holds the rights to an average of approximately 128 MHz
of MMDS and ITFS spectrum, covering over 8 million households in
over 90 primarily medium and small markets across Texas, Oklahoma
and the Midwest. Nucentrix also holds licenses for 20 MHz of WCS
(Wireless Communications Services) spectrum at 2.3 GHz covering
over 2 million households, primarily in Texas.


OCUMED GROUP: First Creditors' Meeting Convenes on May 26
---------------------------------------------------------
The United States Trustee will convene a meeting of Ocumed Group,
Inc.'s creditors at 9:00 a.m., on May 26, 2004 in the Office of
the U.S. Trustee at Raymond Boulevard, One Newark Center, Suite
1401, Newark, New Jersey 07102-5504. This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in Roseland, New Jersey, Ocumed Group Inc.,
produces, packages and sells ophthalmic and other products for
pharmaceutical marketplace. The Company filed for chapter 11
protection on April 23, 2004 (Bankr. D. N.J. Case No. 04-24136).
Seth D. Levine, Esq., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $7,313,086 in total asset and $5,008,122 in
total debts.


OMEGA: Secures $9.4MM New Investment & $50MM Credit Line Increase
-----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced it has
closed on $9.4 million of new investments, as well as increased
the Company's $125 million credit facility to $175 million. Also,
the Company announced the sale of a closed facility in Illinois.

                     New Investments

The Company announced the closing of the purchase of two skilled
nursing facilities on April 30, 2004, representing 477 beds for a
total investment of $9.4 million. The purchase price includes
funds for capital expenditures, additional bed licenses and
transaction costs. Both facilities are located in Texas and were
combined into an existing master lease with a current operator.
Rent under the master lease was increased by approximately $1.0
million for the first lease year commencing May 1, 2004, with
annual increases thereafter. The term of the master lease has been
increased to 10 years, and is followed by two 10 year renewal
options. During the first lease year, the operator will fund a
security deposit equivalent to approximately four months of the
incremental rent.

      Credit Facility Commitments Increased to $175 Million

On April 30, 2004, the Company exercised its right to increase the
revolving commitments under its existing $125 million credit
facility by an additional $50 million, to $175 million. All other
terms of the credit facility, which closed on March 22, 2004,
remain the same. The increase of the credit facility's revolving
commitments provides the Company with a current undrawn and unused
balance of approximately $128 million. Bank of America, N.A.
serves as Administrative Agent for the credit facility.

            9.25% Series A Preferred Redemption

On April 30, 2004, the Company fully redeemed its 9.25% Series A
Cumulative Preferred Stock (NYSE:OHI PrA) ("Series A"). The
Company redeemed the 2.3 million shares of Series A at a price of
$25.57813, comprising the $25 liquidation value and accrued
dividend.

                  Sale of Closed Facility

In addition, on April 30, 2004, the Company sold one closed
skilled nursing facility located in Illinois for net proceeds of
approximately $50,000, resulting in a loss of approximately
$137,000. At the time of this press release, the Company has three
remaining closed facilities with a total net book value of
approximately $1.8 million.

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry. At March 31, 2004, the
Company owned or held mortgages on 209 skilled nursing and
assisted living facilities with approximately 21,400 beds located
in 28 states and operated by 40 third-party healthcare operating
companies.

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

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

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


OWENS CORNING: Wants Court Approval of Syar Napa County Lease Pact
------------------------------------------------------------------
The Owens Corning Debtors seek the Court's authority to execute
and consummate a postpetition agreement between Owens Corning and
Syar Industries, Inc., with respect to Owens Corning's lease and
development of certain real property located in Napa County,
California.

Owens Corning currently operates a facility in Napa County,
California at which it manufactures and sells "Cultured Stone."
Cultured Stone is a manufactured stone veneer product used in the
construction of homes and commercial buildings.  To store the
products, Owens Corning currently leases, on a month-to-month
basis, off-site storage space located around two miles from the
Napa Plant.  Because of the distance between the Napa Plant and
the current storage facility, Owens Corning incurs significant
and duplicative transportation, labor and other costs associated
with transporting the product between the two locations.

J. Kate Stickles, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, informs the Court that Owens Corning explored other
options for its storage needs with respect to the Napa Plant.  As
a result of these efforts, Owens Corning negotiated the terms of
an agreement for the lease of 11.75 acres of real property
located directly adjacent to the Napa Plant, at 200 and 260 Tower
Road in Napa County, California.  The proximity between the Napa
Plant and the Real Property will enable both manufacturing and
storage to take place at the same location, thus eliminating half
of the transportation, labor and other costs presently being
incurred.

Owens Corning's storage needs at the Napa Plant requires that
certain construction improvements be made on the Real Property,
including the construction of nine acres of concrete paving which
Owens Corning will use as an outdoor warehouse.  In addition to
storing finished goods, Owens Corning will use the Real Property
space for loading and shipping finished goods.  The Real Property
also contains two existing buildings, one of which will be used
for maintaining forklifts and other vehicles and the other will
be used for offices and employee facilities at the Napa Plant.

                       The Lease Agreement

Owens Corning negotiated the terms of the Agreement with Syar
Industries for Owens Corning's lease of the Real Property and the
Improvements from Syar.

The Lease Agreement provides generally that on Syar's turnover of
the Real Property to Owens Corning, Owens Corning will have the
right to possession of the property and may commence construction
of the Improvements, on Syar's approval of the construction
plans.  The Improvements consist primarily of:

   (1) demolishing two metal storage buildings and certain
       foundations;

   (2) constructing nine acres of concrete paving and four truck
       docks; and

   (3) installing a pad lighting system and necessary fencing on
       the Real Property.

According to Ms. Stickles, the Lease Agreement contemplates that
Owens Corning will construct and Syar will fund the Improvements,
subject to Owens Corning's obligation to pay Syar certain
"improvement rent."  Pursuant to the terms of the Lease
Agreement, upon delivery of the Real Property, Owens Corning is
also obligated to deliver a Letter of Credit to Syar for
$3,700,000, to ensure the repayment of the cost of constructing
the Improvements, but not the "minimum annual fixed rent."

The Lease Agreement provides that it will commence six months
after Syar turns over the Real Property to Owens Corning.  Under
the provisions of the Lease Agreement, Owens Corning will lease
the Real Property and the Improvements for a primary term of ten
years from the Commencement Date, with two five-year renewal
terms.

The Lease Agreement further provides for Owens Corning to pay
Syar a Minimum Annual Fixed Rent and an Improvement Rent, payable
in monthly installments beginning on the Commencement Date.  The
Minimum Annual Fixed Rent will be $259,200 per year for the first
two years of the Lease Agreement, with yearly adjustments over
the remainder of its term.  The Improvement Rent will be the
total amount expended to construct the Improvements, estimated to
be $3,700,000, and is payable over ten years.  These rental
obligations equate to Owens Corning's payment of $29,500 per
month on account of the Minimum Annual Fixed Rent plus $33,000
per month for ten years on account of the Improvement Rent.

In addition, the Lease Agreement grants Owens Corning a "right of
first refusal" to purchase all or a portion of the Real Property
should Syar desire to sell, subject to the terms and conditions
described in the Agreement.  Owens Corning believes that this
right of first refusal is beneficial to the Debtors' interest.

Ms. Stickles contends that the lease of the Real Property will
not only permit Owens Corning to consolidate the storage and
packaging of stone products manufactured at the Napa Plant in one
location and eliminate or reduce unnecessary operating costs,
resulting to a cost savings of $250,000 per year, but it will
also enable Owens Corning to terminate its current agreement for
the lease of the off-site storage facility.  In addition, the
Debtors believe that the Real Property contains sufficient space
to accommodate the Debtors' projected future warehousing needs at
the Napa Plant should an expansion of the Napa Plant be necessary
as a result of an increase in demand of the stone product.

The parties agree that the laws of the State of California will
govern the Lease Agreement.

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


PARMALAT: Banco Itau Says Fund Safe from Debtor's Credit Risk
-------------------------------------------------------------
Banco Itau Holding Financeira S.A. operates as a universal bank
and oversees the activities of Banco Itau and Banco Itau-BBA
through the strategic coordination and centralization of their
risk control, audit and treasury areas.  With shareholders'
equity of R$11,879 million, assets of R$118,738 million, and a
market capitalization of R$30,453 million at the end of 2003,
Itau is Latin America's largest financial institution by market
value.  Its shares are traded on the Sao Paulo, Buenos Aires and
New York stock exchanges.

In a Form 6-K filing with the Securities and Exchange Commission
dated April 6, 2004, Itau disclosed that in 2003, Itau-BBA
sponsored the Parmalat Fundo de Investimento em Direitos
Creditorios, one of the first successful transactions of its kind
in the market.  In view of Parmalat's legal and financial
troubles, the fund's shareholders elected to liquidate the R$112
million fund and reclaim their investments in full.  Due to the
way Itau-BBA structured the fund, however, it had sufficient
receivables insulated from Parmalat's credit risk, providing the
safety level necessary for Standard & Poor's to give it a AAA
credit rating.

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


PREMCOR: Delaware Refinery Buyout Prompts Fitch's Ratings Upgrade
-----------------------------------------------------------------
Fitch Ratings has raised the debt ratings of Premcor Refining
Group (PRG) and Port Arthur Finance Corp. (PAFC) following the
acquisition of the Delaware City, Delaware refinery from Motiva
Enterprises LLC. The Rating Outlook is Stable. Fitch rates the
debt of PRG and PAFC as follows:

   PRG

     --$1 billion secured credit facility 'BB+' from 'BB';
     --Senior unsecured notes 'BB' from 'BB-';
     --Senior subordinated notes 'B+' from 'B'.

   PAFC

     --Senior secured notes 'BB+' from 'BB'.

On May 1, Premcor completed the acquisition of the 180,000 barrel
per day (bpd) Delaware City heavy crude refinery in a transaction
valued at approximately $800 million plus working capital
estimated at $100 million. In addition to the refinery, the
transaction also includes a two-train petroleum coke gasification
unit and 180 megawatt cogeneration facility, which when fully
operational is expected to generate approximately $50 million of
EBITDA annually. The agreement also includes up to $125 million of
additional payments to Motiva if certain refining margins are met
or the gasification facility achieves certain performance
measures.

As expected, Premcor financed the Delaware City acquisition
conservatively, using $490.5 million in proceeds from a public
equity offering and the issuance of $400 million of senior
unsecured notes by PRG. Delaware City reflects the growth story
outlined by management beginning with the initial public offering
in early 2002. Management has significantly improved both its
capital structure and operating base over the past two years and,
with Delaware City, has increased crude capacity to approximately
790,000 bpd. Under Fitch's view of more mid-cycle refining
margins, PRG should generate EBITDA to interest coverage of at
least 5.0 times (x) with leverage of debt to EBITDA of between
2.0x and 2.5x.

Fitch, however, also continues to have concerns with the
significant capital expenditures required by Premcor and other
refiners to meet the low sulfur fuel specifications as well as
other regulatory spending. Although Fitch continues to expect a
sustained higher refining margin environment, Premcor would likely
be free cash flow negative due to its significant capital program
under a weaker margin environment. Fitch, however, would expect
Premcor to adjust its capital program to manage cash flows through
any prolonged trough in the industry cycle.


RCN CORP: Lenders Agree to Extend Forbearance Pacts Until May 17
----------------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) announced that the negotiations
with its senior secured lenders, members of an ad hoc committee of
holders of its Senior Notes and others on a consensual financial
restructuring of its balance sheet are continuing. In connection
with the continuing negotiations, the Company, the Lenders and
members of the Noteholders' Committee have agreed to extend
expiration of their previously announced forbearance agreements
until 11:59 p.m. on May 17, 2004. The Company remains hopeful that
the continuing negotiations will lead to agreement on a consensual
financial restructuring plan in the near term, although there is
no assurance this will occur.

Under the extended forbearance agreements, the Lenders and members
of the Noteholders' Committee have agreed not to declare any
Events of Default, which they would be entitled but not required
to do, under the Company's senior credit facilities or the
Company's senior notes, respectively, as a result of the Company
not making an interest payment on its 10 1/8% Senior Notes due
2010, its 9.8% Senior Notes due 2008, its 10% Senior Notes due
2007, and its 11 1/8% Senior Discount Notes due 2007  and certain
other defaults.

The Company expects any financial restructuring to be implemented
through a reorganization of the Company under Chapter 11, Title 11
of the United States Code ("Chapter 11"). Since financial
restructuring negotiations are ongoing, the treatment of existing
creditor and stockholder interests in the Company is uncertain at
this time. However, the restructuring as currently contemplated
will likely result in a conversion of a substantial portion of the
Company's outstanding Senior Notes into equity and an extremely
significant, if not complete, dilution of current equity.

RCN's objective is to reach agreement on a consensual financial
restructuring plan during the current forbearance period. If
financial restructuring negotiations were to proceed beyond that
period or were to end, however, additional forbearance, waiver
and/or amendment agreements would be needed to support RCN's
continuing operations. In addition, in the absence of an agreement
on a consensual financial restructuring upon expiration of the
forbearance agreements, the Lenders and members of the
Noteholders' Committee who hold any of the Senior Notes would be
entitled, but not required, to declare RCN's senior credit
facilities and the outstanding Senior Notes, respectively,
immediately due and payable.

Any acceleration of amounts due under RCN's senior credit
facilities or any of the Senior Notes would, due to cross default
provisions in the Company's indentures governing its other senior
notes, entitle, but not require, the holders of other senior notes
to declare the Company's other senior notes immediately due and
payable if they so choose. Holders of any of the Senior Notes that
are not members of the Noteholders' Committee are not subject to
the terms of the forbearance agreements. If acceleration of the
Company's senior credit facilities and Senior Notes were to occur,
RCN would not, based on current and expected liquidity, have
sufficient cash to pay the amounts that would be payable.

Although RCN is actively pursuing discussions towards a final
agreement on a consensual financial restructuring, there can be no
assurance that such an agreement will ultimately be reached, that
RCN would be able to obtain further extensions of its forbearance
agreements with the Lenders and members of the Noteholders'
Committee, or that holders of any of the Senior Notes that are not
members of the Noteholders' Committee will not declare an Event of
Default under the Senior Notes (which would terminate the
forbearance agreement with Lenders), or seek other remedies
available under applicable law or the terms of any of the Senior
Notes, prior to such time. RCN will continue to apply substantial
effort and resources to reaching a formal agreement on a
consensual financial restructuring while also continuing to
evaluate the best alternatives for RCN under current circumstances
and as discussions and events unfold.

On March 31, 2004, the NASDAQ Stock Market notified RCN that the
market value of its Common Stock closed below the required minimum
of $35 million for the 10 consecutive business days leading up to
March 26, 2004 and that RCN would be provided 30 days in which to
regain compliance with this rule. RCN has not regained compliance
during this time period and, as a result, on May 3, 2004, NASDAQ
notified RCN that RCN's Common Stock will be delisted from the
Nasdaq SmallCap Market at the opening of business on May 12, 2004.
RCN does not intend to appeal this decision. Effective at the open
of business on May 12, 2004, RCN's Common Stock may be immediately
eligible for quotation on the OTC Bulletin Board with its present
symbol of RCNC. The value of the RCN's securities is highly
speculative. RCN urges that appropriate caution be exercised with
respect to existing and future investments in any of its debt
obligations and/or its Common stock.

                     About RCN Corporation

RCN Corporation (Nasdaq: RCNC) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable and
high speed Internet services delivered over its own fiber-optic
local network to consumers in the most densely populated markets
in the U.S. RCN has more than one million customer connections and
provides service in Boston, New York, Eastern Pennsylvania,
Chicago, San Francisco, Los Angeles and Washington, D.C.
metropolitan markets.


RECOTON CORPORATION: Plan Confirmation Hearing Today in Manhattan
-----------------------------------------------------------------
On March 30, 2004 the U.S. Bankruptcy Court for the Southern
District of New York approved a Disclosure Statement explaining
the Joint Liquidation Plan of Recoton Corporation and its debtor-
affiliates.  Following that hearing, the Debtors distributed
copies of their Plan and Disclosure Statement to their creditors
asking them to accept the Plan.

The Honorable Allan Gropper will convene a hearing, today, May 5,
2004, at 11:00 a.m. in Manhattan to review whether the plan meets
the 13 standards for confirmation articulated 11 U.S.C. Sec. 1129.
To confirm the Plan, Judge Gropper must find that:

     (1) the Plan complies with the Bankruptcy Code;

     (2) the Debtors have complied with the Bankruptcy Code;

     (3) the Plan was proposed in good faith;

     (4) all plan-related cost and expense payments are
         reasonable;

     (5) the Plan identifies the individuals who will serve as
         officers and directors post-emergence;

     (6) all regulatory approvals that are necessary have been
         obtained or are respected;

    (7) creditors receive more under the plan than they would
        in a chapter 7 liquidation;

    (8) all impaired creditors have voted to accept the Plan,
        or, if they voted to reject, then the plan complies
        with the absolute priority rule;

    (9) the Plan provides for full payment of Priority Claims;

   (10) at least one non-insider impaired class voted to
        accept the Plan;

   (11) the Plan is feasible and confirmation is unlikely to
        be followed by a liquidation or need for further
        financial reorganization;

   (12) all amounts owed to the Clerk and the U.S. Trustee
        will be paid; and

   (13) the Plan provides for the continuation of all retiree
        benefits in compliance with 11 U.S.C. Sec. 1114.

Recoton Corporation is a global leader in the development and
marketing of consumer electronic accessories, audio products and
gaming products. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No.: 03-12180) on
April 8, 2003. Kristopher M. Hansen, Esq. and Lawrence M.
Handelsman, Esq. of Stroock & Stroock & Lavan assist the debtors
in their restructuring efforts.


SALOMON BROS: Fitch Downgrades 3 Classes to Low-B & Junk Levels
---------------------------------------------------------------
Fitch Ratings downgrades the following certificates from Salomon
Brothers Mortgage Securities (SBMS) VII, Inc., series 2000-C2:

     --$5.9 million class L certificates to 'B' from 'B+';
     --$8.8 million class M certificates to 'CCC' from 'B';
     --$6.8 million class N certificates to 'CC' from 'CCC'.

Classes L and M were also removed from Rating Watch Negative.
Fitch also upgrades the following class:

     --$33.2 million class B certificates to 'AAA' from 'AA'.

In addition, Fitch affirms the following classes:

     --$34.9 million class A-1 at 'AAA';
     --$483.3 million class A-2 at 'AAA';
     --Interest only class X at 'AAA';
     --$33.2 million class C at 'A';
     --$7.8 million class D at 'A-';
     --$11.7 million class E at 'BBB+';
     --$13.7 million class F at 'BBB';
     --$9.8 million class G at 'BBB-';
     --$21.5 million class H at 'BB+';
     --$13.7 million class J at 'BB';
     --$5.9 million class K at 'BB-'.

Fitch does not rate the $11.7 million class P.

The downgrade to class N reflects an increase in expected losses
of several specially serviced loans. The upgrade to class B
reflects increases in subordination levels due to loan
amortization, payoffs, and defeasance. Interest shortfalls are
currently affecting classes M, N, and P.

As of the April 2004 distribution date, the pool's aggregate
certificate balance has been reduced by 10.8% since issuance, to
$697.4 million from $781.5 million. The certificates are
collateralized by 182 fixed-rate mortgage loans, consisting
primarily of office (36%), retail (28%), and industrial (18%)
properties, with concentrations in California (16%), New York (9%)
and Florida (8%).

Nine loans (10.1%) are currently in special servicing, four of
which (4%) are delinquent. The largest specially serviced loan
(2.6%) is secured by a mixed use building located in Dublin, Ohio.
Metatec International, a publicly traded technology solutions
provider, was the sole tenant of the facility. The loan was
transferred to the special servicer due to imminent default
arising from the insolvency problems of Metatec International.
This loan is currently in foreclosure and a receiver has been
appointed. Fitch will continue to closely monitor the resolution
of this loan.

The second largest specially serviced loan (2.5%) is secured by a
retail center located in Baltimore, MD. Sam's Club, which occupied
56% of net rentable area (NRA), is dark but continues to pay rent.
The special servicer is reviewing the request by Sam's Club to buy
out the remaining term of their lease. Ames, which occupied 31% of
NRA, rejected their lease and has vacated their space.


SANTA ROSA BAY: Fitch Affirms BB- Rating on $106MM Revenue Bonds
----------------------------------------------------------------
Fitch affirms the 'BB-' credit rating on the outstanding Santa
Rosa Bay Bridge Authority's (the Authority), FL $106.1 million
revenue bonds, series 1996. The Rating Outlook is Stable.

The 'BB-' rating reflects the poor traffic and revenue performance
and weak financial profile of the Garcon Point Bridge. It
incorporates the protections provided from the large debt service
reserve fund that offers the potential to bridge the gap between
the facility's long-term economic viability, and the need to meet
its near- to medium-term debt obligations. The rating also
recognizes the narrow margins of protection to deal with any
unanticipated negative events. The Stable Rating Outlook
acknowledges the near- to medium-term protection offered by the
debt service reserve fund and the operating and financial support
provided by Florida Department of Transportation (FDOT).

In 2002, Fitch had noted that the sizable debt service reserve
provided bondholders adequate protection into the medium term from
weak bridge traffic and revenue performance, and that in
conjunction with economic factors could allow for continued
bondholder protection. Evidence of that is being seen in 2004 and
it is Fitch's expectation that if this trend continues the rate of
depletion of the debt service reserve could slow. This offers the
potential for strengthening ratemaking flexibility in the medium-
to long-term to allow the project to shoulder its debt service
obligations from net revenues on a current basis.

The Authority's revenue generating asset is the bridge, which
traverses the Pensacola Bay from Garcon Point on the mainland to
the Gulf Breeze Peninsula to the south. Overall toll traffic over
the bridge has been considerably lower than initially forecasted
since its opening in May 1999. However, traffic volumes thus far
in fiscal 2004 have shown marked improvement over prior years.
Regardless, the authority will continue to rely on draws in the
debt service reserve and support from the FDOT in the short- to
medium-term for ongoing funding of debt service and operations,
respectively.

The Authority's initial 1996 forecast called for 3.2 million
transactions in fiscal year 2003 versus actual performance of 1.3
million transactions, approximately 41% of originally forecasted
levels and essentially unchanged from prior years. Toll revenues
of $3.1 million in fiscal year 2003 are at 48% of the original
forecast due to the higher toll rate increase implemented in July
2001. The authority has needed to use its debt service reserve
fund, which was fully funded at the time of bond issuance at $9.2
million, to cover its debt service obligations in three of the
last four fiscal years. Approximately $1.1 million was drawn down
in fiscal years 2002 and 2003, and estimates call for a smaller
$700,000-$900,000 drawdown in fiscal year 2004 due to the sudden
spurt of traffic growth experienced this year.

As required under the indenture, a traffic consultant was engaged
by the Authority in 2001 following its failure to meet the 1.20
times (x) rate covenant on outstanding bonds. The Authority has
thus far adopted the consultant's recommendation for successive
toll increases every three years beginning in July 2001. Tolls
were increased to $2.50 from $2.00 for each crossing in 2001
(versus $2.25 in the original finance plan), and are forecasted to
increase by $0.50 in 2004 and 2007, and by $0.25 every three years
thereafter. A fair amount of elasticity was demonstrated with the
2001 toll increase, when traffic levels fell by 8.8% in fiscal
year 2002. However, revenues before discounts increased by nearly
14.0%.

Under a lease purchase agreement with the Authority, FDOT pays
operating and maintenance (O&M) expenses for the bridge and remits
all tolls collected to the Authority as lease payments. The term
of the lease runs through the life of the bonds and terminates in
2028, at which point FDOT will own the bridge. Though the current
agreement states that FDOT is to be reimbursed annually from toll
revenues for payment of O&M, these reimbursements are deeply
subordinated to debt service and roll over the to the following
year should sufficient revenues be unavailable. FDOT has paid O&M
expenses since the project's inception and is expected to do so
for the foreseeable future. The Authority's total liability to
FDOT to date includes O&M advances of $4.2 million and $7.9
million from loans made to the Authority to cover initial bridge
design costs.


SIERRA PACIFIC: S&P Rates Proposed $50MM Synthetic Bank Loan at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
rating to the proposed $50 million synthetic bank credit facility
at Sierra Pacific Power Co. (B+/Negative/--). The facility will be
secured by the company's general and refunding mortgage bonds and
hence carry the same rating as the general and refunding bonds.

Standard & Poor's also assigned its '1' recovery rating for the
bank loan, denoting high expectation of full recovery of
principal. The '1' rating reflects the overcollateralization of
the general and refunding bonds, which secure the bank facility,
by utility property at Sierra Pacific Power. Standard & Poor's is
highly confident that bondholders will be able to recover their
principal fully in a bankruptcy scenario. The facility will
support the company's working capital needs and will be a
boost to liquidity because Sierra Pacific Power currently has only
a $75 million accounts receivables conduit, under which amounts
that may be advanced depend on factors such as the time of year,
weather conditions, and receivable delinquency rates. The
synthetic bank facility provides for unconditional access to
liquidity and Sierra Pacific Power is expected to retire the
conduit this offering is complete.

Ratings on Sierra Pacific Power reflect the weak consolidated
business and financial profiles of parent Sierra Pacific Resources
(SRP) and its utility subsidiaries. A troubled regulatory climate
in Nevada and a short capacity position that creates exposure to
the volatile wholesale power markets are the principal sources of
business risk for SRP. Also, management has been held responsible
for imprudent power procurement decisions made during the western
wholesale power markets crisis in 2000 and 2001, resulting in a
significant revision in power procurement policies and personnel
over the past two years. Previous regulatory disallowances in
purchased power costs decimated SRP's financial profile, with the
utilities losing access to bank lines of credit and to the
unsecured credit markets. These weaknesses are partly mitigated by
recent more supportive regulatory actions and stronger cash flows
as the utilities collect deferred power costs.


SOLUTIA: Stay Lifted Allowing Eastman to Exercise Set-Off Rights
----------------------------------------------------------------
Eastman Chemical Company is the largest producer of polyester
plastics for packaging and is a leading supplier of raw materials
for paints, coatings, inks, graphic arts, adhesives, textile
sizes, and other formulated products.

Prior to the Bankruptcy Petition Date, Eastman and Solutia, Inc.,
were parties to a Master Sales Agreement, effective as of December
17, 1997, pursuant to which Solutia agreed to purchase various
butyraldehyde products from Eastman.  Solutia would also
periodically ask Eastman to ship to it certain chemical products
pursuant to the terms of a "blanket" purchase order agreement.
One of the Blanket Orders provided for Eastman's periodic
shipment to Solutia of various types of hydrocarbon resin
dispersion, while another provided for the shipment of Eastman's
DBP Plasticizer.

Pursuant to the Master Agreement, Patrick L. Hayden, Esq., at
McGuireWoods, LLP, in New York, relates that Eastman shipped
certain goods to Solutia on November 25, 2003, of which Solutia
accepted delivery prior to the Petition Date and for which
Solutia was subsequently billed by Eastman for $48,421.  Solutia
also owes Eastman $27,754, pursuant to the Hydrocarbon Resin
Blanket Order, wherein Eastman shipped certain goods to Solutia
on December 1, 2003.

Pursuant to the Plasticizer Blanket Order, Eastman delivered
certain goods to Solutia on December 15, 2003.  Solutia accepted
the delivery and was billed for $119,791 by Eastman.  According
to Mr. Hayden, Solutia became obligated to make payment for the
December 15 Shipment at Eastman's plant in Kingsport, Tennessee,
on December 15, 2003.  However, the December 15 Shipment did not
reach its final destination at Solutia's plant facility in
Cantonment, Florida, until December 24, 2003.

On December 23, 2003, Eastman served Solutia with a written
demand pursuant to Section 546(c) of the Bankruptcy Code and
Section 2-702 of the Uniform Commercial Code for reclamation of
the December 15 Shipment.  Solutia concluded that the December 15
Shipment was a postpetition delivery for which it was obligated
to pay Eastman.  Accordingly, Solutia paid to Eastman $119,791 on
January 16, 2004 for the December 15 Shipment.

Prior to the Petition Date, Solutia provided certain goods to
Eastman on open account trade credit.  Solutia and Eastman agree
that Eastman owed Solutia as of the Petition Date, $844,998.

As of the Petition Date, Solutia had an outstanding balance due
to Eastman for $195,967, which was reduced to $76,176 as a result
of the January 16 Payment.

Following the Petition Date, Eastman negotiated with Solutia and
reached an agreement to resolve their competing claims and
address the effect of the January 16 Payment:

   (a) On March 8, 2004, Eastman paid to Solutia $649,031 on
       account of the Eastman Prepetition Debt leaving a
       $195,967 outstanding prepetition balance with respect to
       the Solutia Shipments; and

   (b) Eastman agreed to ask the Court to lift the stay to set
       off the Solutia Prepetition Debt against Eastman's
       remaining obligations to Solutia.

At Eastman's behest, the Court rules that:

   (a) The automatic stay is lifted to allow Eastman to exercise
       its right to set off the Solutia Prepetition Debt against
       Eastman's remaining obligation to Solutia relating to the
       Solutia Shipments;

   (b) Without further delay, Eastman will pay to Solutia
       $119,791, representing the return of Solutia's January 16
       Payment; and

   (c) Without further delay, Eastman will promptly withdraw its
       Reclamation Claim and any and all other claims, demands,
       or proceedings relating to reclamation of the Eastman
       Shipments.

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


SR TELECOM: S&P Further Junks Ratings with Negative Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on SR Telecom Inc. to
'CCC' from 'CCC+'. The outlook is negative.

"The ratings action reflects continued poor operating performance
and material negative free operating cash flow in 2003, and
follows the company's announcement that it plans to undertake
additional restructuring of its operations," said Standard &
Poor's credit analyst Michelle Aubin.

The ratings on Montreal, Quebec-based SR Telecom reflect its
challenging operating conditions and ongoing exposure to emerging
markets, constrained financial flexibility, weak operating
performance, and a leveraged financial profile. SR Telecom is a
manufacturer of point-to-multipoint fixed wireless access
telecommunication equipment. The company's systems have been
primarily deployed in rural areas and developing markets with
low teledensity where distance and terrain make traditional wire
and cable systems uneconomical. Market conditions remain
challenging as customers continue to defer spending. Revenues were
down more than 35% from C$196.9 million in 2002.

SR Telecom's credit profile is characterized by a very weak and
constrained liquidity position. The company's liquidity is limited
to cash on hand of C$11.7 million as of Dec. 31, 2003. Subsequent
to year-end, the company raised C$50 million in a public and
private warrants' offering. SR Telecom consumed C$50.3 million in
free operating cash flow in 2003 and has debt maturities of more
than C$80 million in the next 18 months. The recently announced
restructuring program, once implemented, should reduce the
company's cash consumption and improve operating performance.
Nevertheless Standard & Poor's expects that SR Telecom will
continue to generate negative free operating cash flow in the near
term due to core operating requirements, and debt repayments in
2004. Financial flexibility is further constrained by the
refinancing risk associated with C$71 million in senior unsecured
notes outstanding that mature in 2005.

The negative outlook reflects the possibility that the ratings on
SR Telecom could be lowered further if the company's operating
performance and liquidity position do not improve.


TITAN CORPORATION: First Quarter Revenues Up by 21% to $459 Mil.
----------------------------------------------------------------
The Titan Corporation (NYSE: TTN) reported revenues of $459
million for the first quarter of 2004, a 21% increase over
revenues of $378 million for the same period a year ago. The year-
over-year organic growth rate in the first quarter was also 21%,
reflecting new and expanded contract activity in Titan's National
Security Solutions business.

"This quarter marks the fourth quarter in a row where Titan's
organic revenue growth has exceeded 20% over the comparable prior
year period," said Gene Ray, Titan's chairman, president and CEO.
"Our employees remained focused on providing and expanding the
vital services we deliver to key national security customers.
Compared with the first quarter of last year, we increased
revenues and continued to build backlog, laying the foundation for
strong future business growth."

Net income for the first quarter of 2004 was $3.1 million, or
$0.03 per diluted share, compared with net income of $7.0 million,
or $0.09 per diluted share, for the first quarter of 2003. Net
income for the first quarter of 2004 reflects merger-related costs
of $17.6 million in connection with Titan's pending merger with
Lockheed Martin. These costs include approximately $12 million of
legal, accounting and other professional fees associated with the
comprehensive internal review being conducted by Titan to evaluate
whether payments made in foreign countries by consultants for
Titan or its subsidiaries were made in violation of applicable
law. The legal, accounting and other professional fees incurred
also supported the company's related inquiry by the Department of
Justice and the investigation by the Securities and Exchange
Commission. No adjustment was made in the first quarter of 2004 to
the company's $3 million provision established in the year ended
December 31, 2003, for estimated potential liabilities relating to
the governmental inquiries. Also included in merger-related costs
are approximately $6 million in additional legal and
administrative costs related to the merger transaction itself,
including the exchange offer and consent solicitation for Titan's
senior subordinated notes and the redemption of Titan's preferred
stock, which are conditions to closing. The after-tax effect of
the merger-related charges amounted to approximately $0.13 per
diluted share.

Net income was further reduced by approximately $1.4 million of
unplanned legal and other professional fees, primarily associated
with reaching a settlement to take control of substantially all of
the assets of Titan's former subsidiary, SureBeam Corporation,
which filed bankruptcy under a Chapter 7 liquidation proceeding in
January 2004.

Bookings in the first quarter of 2004 totaled approximately $640
million, building the company's backlog to a record $5.4 billion.
Titan's book-to-bill ratio for the first quarter 2004 was 1.4 to
1. Significant new contract wins in the first quarter adding to
the backlog and positive book-to-bill ratio included the
following:

   *  The Joint Analytical Support contract to provide
      analytical support services to the Joint Staff Force
      Structure, Resources, and Assessment Office and U.S.
      Combatant Commands;

   *  The Defense Intelligence Information Systems Integration and
      Engineering Support Services contract to provide wide-
      ranging information technology products and services to the
      Defense Intelligence Agency and other intelligence agencies
      worldwide;

   *  The NAVAIR Program Management Support Services contract to
      provide technical and management support for all acquisition
      phases of naval aircraft and aviation weapon systems;

   *  The Department of the Army Information Management Support
      Center Desktop Support Services contract to provide
      information technology services to thousands of military and
      civilian employees in more than 90 agencies comprising the
      Headquarters Department of the Army; and

   *  The Department of Defense Systems Integration, Design
      Development, Operations and Maintenance Services contract to
      provide information technology support to the Military
      Health System and the Department of Veterans Affairs.

"Our solid bookings in the first quarter demonstrate strong
continued demand for Titan's services and specialized systems
integration capabilities. Moreover, we are off to a great start in
bookings in the second quarter," Ray said. "I am particularly
proud of the way our employees are collaborating throughout the
company to combine their talents and win large procurements."

            First Quarter 2004 Operating Highlights

Revenue growth for the quarter, as compared to the same quarter
last year, largely reflected ongoing ramp-up of existing large
contracts with the U.S. military and intelligence communities. The
primary drivers of revenue increases were continued growth of
Titan's linguist contract with the U.S. Army, the X-Craft
development contract with the Office of Naval Research, the
Enterprise and Architectural Decision Support contract with the
National Security Agency, and several contracts across the
Department of Defense for intelligence analysis and operations
support services.

Operating margins, excluding the merger-related costs, were 7.0%
for the first quarter of 2004, compared to 5.5% for the same
quarter a year ago. Operating margins, excluding the merger-
related costs and the non-operational costs related to the
SureBeam bankruptcy, were 7.4%. After these adjustments, the
improvement in operating margins over the first quarter of the
prior year was attributable to more efficient absorption of
overhead cost from increased revenues, coupled with cost reduction
measures initiated by the company in 2002 and 2003.

Receivables growth during the quarter was largely the result of
longer payment cycles on certain contracts and a customer-mandated
temporary change from electronic billing to manual billing for
Titan's largest contract. As a result, Days Sales Outstanding
(DSO) grew to 84 days at March 31, 2004, from 72 days at December
31, 2003. Titan believes this DSO growth is temporary, and that
more normalized payment cycles will be restored in the second and
third quarters of 2004, thereby resulting in reductions of both
DSO and outstanding bank debt.

Titan's balance sheet continues to provide a strong financial
foundation to support growth. Cash and cash equivalents at March
31, 2004 totaled $15.8 million, with $95 million available under
Titan's senior credit facility. Borrowings under the company's
senior credit facility at the end of the quarter rose to $375
million from $345 million at year-end 2003, reflecting the
temporary effect of higher DSOs, cash of $12.5 million used to
redeem the cumulative convertible preferred stock, and to a lesser
extent the merger-related costs paid in the quarter.

                     About Titan

Headquartered in San Diego, The Titan Corporation is a leading
provider of comprehensive information and communications systems
solutions and services to the Department of Defense, intelligence
agencies, and other federal government customers. A provider of
national security solutions, the company has approximately 12,000
employees and annualized sales of approximately $2 billion.

                     *   *   *

As reported in the Troubled Company Reporter's March 11, 2004
edition, Standard & Poor's Ratings Services revised its
CreditWatch listing of Sept. 16, 2003, on Titan Corp. to
developing from positive,  following a Justice Department probe
into whether overseas consultants for Titan Corp. made illegal
payments to foreign officials, which may jeopardize the completion
of its acquisition by Lockheed Martin Corp. (BBB/Stable/A-2).

Standard & Poor's also placed its 'BB-' corporate credit and
senior secured debt ratings, and 'B' subordinated rating of Titan
on CreditWatch with positive implications following the announced
acquisition of Titan by Lockheed Martin. The transaction is valued
at $2.4 billion, including the assumption of approximately $580
million of Titan's debt outstanding.

Standard & Poor's will continue to monitor the situation.


TWODAYS: Has Until May 13 to Complete & File Bankruptcy Schedules
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas gave TwoDays
Properties, LLC 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 13, 2004 to file their Schedules of Assets and Liabilities and
Statements of Financial Affairs.

TwoDays Properties LLC is a Wichita, Kansas based management and
real estate company, which owns the real estate under 12
restaurants, and in turn leases all 12 to the operating companies.
The Company filed for chapter 11 protection on April 8, 2004
(Bankr. D. Kans. Case No. 04-11792).   Edward J. Nazar, Esq., at
Redmond & Nazar LLP and Douglas S. Draper, Esq., at Heller,
Draper, Hayden, Patrick & Horn, LLC represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed both estimated debts and assets of
over $10 million.


TWODAYS: U.S. Trustee Meeting with Creditors on May 7
-----------------------------------------------------
The United States Trustee will convene a meeting of TwoDays
Properties, LLC's creditors at 11:00 a.m., on May 7, 2004 in Room
B-56 at US Courthouse, 401 North Market, Wichita, Kansas 67202.
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.

TwoDays Properties LLC is a Wichita, Kansas based management and
real estate company, which owns the real estate under 12
restaurants, and in turn leases all 12 to the operating companies.
The Company filed for chapter 11 protection on April 8, 2004
(Bankr. D. Kans. Case No. 04-11792).   Edward J. Nazar, Esq., at
Redmond & Nazar LLP and Douglas S. Draper, Esq., at Heller,
Draper, Hayden, Patrick & Horn, LLC represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed both estimated debts and assets of
over $10 million.


UNITED AIRLINES: Retiree Committee Wants to Retain PwC as Actuary
-----------------------------------------------------------------
Pursuant to Sections 1103(a) and 1114(b)(2) of the Bankruptcy
Code, the Retired Salaried & Management Employees' Committee in
United Airlines Inc.'s chapter 11 case seeks the Court's
permission to retain PricewaterhouseCoopers as actuarial
consultants.

Catherine Steege, Esq., at Jenner & Block, says that the
Committee selected PwC based on its experience and expertise in
actuarial advisory and employee benefit consulting services.
PwC's experience includes working on retiree health and actuarial
matters with Navistar, Converse, TWA and Allis Chalmers in
bankruptcy situations.

Ms. Steege anticipates that PwC's work will focus on valuation of
proposed changes to the Debtors' retiree medical benefits.  As
actuary, PwC will:

   (a) analyze the accuracy and actuarial assumptions used by the
       Debtors to calculate their proposals;

   (b) analyze whether the proposals are fair based on
       benchmarking actuarial assumptions of similar
       organizations;

   (c) help create counterproposals or alternative plan changes;

   (d) provide expert testimony; and

   (e) examine the FAS 106 implications of the changes.

Ms. Steege explains that the Retiree Committee needs an actuarial
and benefits consultant.  FTI Consulting, which is analyzing
business plan issues, does not have this expertise.  Because of
the large number of retirees represented by each Committee and
the expedited timetable set by the Court, the Retiree Committee
cannot share the services of the actuarial firm hired by the UAL
Pilots' Committee.  In fact, no single firm could do all
necessary work in these matters.

PwC will seek compensation on an hourly basis, plus reimbursement
of actual, necessary expenses and other charge incurred.  PwC's
customary hourly rates are typically between:

           Rates       Professionals
           -----       -------------
        $765 - 773     partners
         660 - 694     directors
         560 - 650     managers
         250 - 486     senior associates
         205 - 268     staff assistants and paraprofessionals

According to Jack A. Abraham, principal at PwC's Human Resource
Services Practice, PwC professionals are conducting a review of
contacts with the Debtors, their affiliates and entities holding
large claims that are reasonably known.  The review consists of
queries of an internal computer database with names of
individuals and entities that are present or recent former
clients of PwC.  PwC will not provide services to any of the
clients that are adverse to issues connected to the Debtors'
bankruptcy.  Mr. Abraham assures the Court that, currently, there
are no relationships that will compromise in any way PwC's
ability to serve as consultants to the Retiree Committee.

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


US AIRWAYS: Dave Davis Named Chief Financial Officer
----------------------------------------------------
US Airways announced that Dave Davis has been named chief
financial officer, effective immediately.

Davis, who previously was US Airways' senior vice president of
finance, replaces Neal S. Cohen, who has chosen to leave the
company.

"Dave Davis has played an integral role in the company's
restructuring and will assume an even greater role in the
company's transformation plans," said Bruce R. Lakefield, US
Airways president and chief executive officer. "Dave's intellect,
strong leadership skills and financial acumen are critical
talents," said Lakefield.

Lakefield complimented Cohen's contributions to the company. "Neal
helped lead the effort in restructuring the company's debt and
reducing costs, which paved the way for US Airways to secure a
federal loan guarantee, finance regional jets and emerge from
Chapter 11, all feats that most experts considered impossible. I
am pleased that Neal has agreed to continue to provide his
professional advice to ensure a smooth transition," said
Lakefield.

Davis joined US Airways in April 2002 as vice president of
financial planning and analysis and was responsible for operating
and capital budgeting, divisional cost control, financial
analysis, and transactions support. He has been a key participant
in US Airways' restructuring, which resulted in over $1.9 billion
in annual cost savings, precedent-setting labor agreements, and
the raising of $1.24 billion in new financing. He also led the
development of the business plan used to obtain a $1 billion
federal loan guarantee and $240 million in new equity from the
company's primary equity investor, the Retirement Systems of
Alabama. Davis was promoted to senior vice president in January
2004 and took on additional responsibilities for purchasing and
fleet planning.

Prior to joining US Airways, Davis held the position of vice
president - financial planning and analysis for Budget Group, Inc.
Previously, he held key finance positions at both Delta Air Lines
and Northwest Airlines.

Davis holds an MBA in Finance and a bachelor of science degree in
Aerospace Engineering, both from the University of Minnesota.


US UNWIRED: Stockholders' Deficit Tops $239MM at March 31, 2004
---------------------------------------------------------------
US Unwired Inc. (OTCBB:UNWR), a PCS Affiliate of Sprint
(NYSE:FON), reported revenues of $141.6 million for the three-
month period ended March 31, 2004. The company posted EBITDA
(Earnings Before Interest, Taxes, Depreciation and Amortization)
for the consolidated operations of $28.0 million for first quarter
of 2004. These results included $6.9 million of EBITDA generated
from the company's wholly owned subsidiary, IWO Holdings, Inc.

"These are extremely strong results," said Robert Piper, US
Unwired's President and Chief Executive Officer, commenting on the
first quarter of 2004's performance. "We accelerated the positive
momentum generated last year from substantial changes in the
policies, programs and procedures at every level of our company.
As a result, we are more efficient and our metrics continue to
improve."

"Our churn rate fell to 3.1%, down 0.6% from a year ago and 0.3%
from last quarter. The cost per gross addition fell by $28 from
the first quarter of last year and by more than $100 from last
quarter. Finally, our network performance has never been stronger.
Even though we completed a record 1.7 billion minutes of use this
quarter, our dropped and block call rates have never been lower.
Collectively and individually, these results are exactly how we
hoped to begin the year," Piper continued.

During the first quarter, US Unwired sold certain non-core
operating assets for net proceeds of approximately $41.6 million.
The properties sold included US Unwired's cellular operations,
eight of its thirteen 10 MHz PCS licenses, 81 communication
towers, and its 25% interest in a rural cellular property. From
the net proceeds, the Company paid its senior secured lenders
approximately $11.0 million and retained the remaining $30.6
million cash.

On a consolidated basis, US Unwired had unrestricted cash of
approximately $144.3 million and restricted cash of $8.2 million
at March 31, 2004. All of the restricted cash and $36.2 million of
the unrestricted cash were held by IWO Holdings, Inc. At March 31,
2004, IWO was in payment and covenant defaults with its bank
credit facility. US Unwired has not guaranteed or otherwise become
responsible for IWO's debt.

At March 31, 2004, US Unwired's balance sheet shows a total
stockholders' deficit of $239,200,000

                     About US Unwired

US Unwired Inc., headquartered in Lake Charles, La., holds direct
or indirect ownership interests in five PCS Affiliates of Sprint:
Louisiana Unwired, Texas Unwired, Georgia PCS, IWO Holdings and
Gulf Coast Wireless. Through Louisiana Unwired, Texas Unwired,
Georgia PCS and IWO Holdings, US Unwired is authorized to build,
operate and manage wireless mobility communications network
products and services under the Sprint brand name in 68 markets,
currently serving over 650,000 PCS customers. US Unwired's PCS
territory includes portions of Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, Oklahoma, Tennessee, Texas,
Massachusetts, New Hampshire, New York, Pennsylvania, and Vermont.
For more information on US Unwired and its products and services,
visit the company's web site at http://www.usunwired.com.US
Unwired is traded on the OTC Bulletin Board under the symbol
"UNWR".


* Gary Pemberton Joins Marshack Shulman as Litigation Partner
-------------------------------------------------------------
The law firm of Marshack Shulman Hodges & Bastian LLP (MSHB)
announced that Gary Pemberton has joined the firm as a partner.
Mr. Pemberton becomes MSHB's newest partner, having developed a
strong practice in a variety of litigation matters throughout
Southern California. "I believe that Marshack Shulman Hodges &
Bastian has set the standard for providing litigation and
bankruptcy services, and I look forward to expanding current
relationships while developing new ones," Pemberton said.

"We welcome Gary to the firm, and look forward to his high level
of service for our clients," said Ronald S. Hodges, partner and
head of litigation at MSHB. "Gary will contribute a diverse skill
set to our clients and represent them well."

Mr. Pemberton's experiences include disputes involving breach of
contract, unfair competition, insurance litigation, real property
litigation, securities litigation, intellectual property
litigation, professional malpractice and environmental litigation.
Mr. Pemberton was admitted to the California State Bar in 1986. He
is a past member of the Board of Directors of the Orange County
Bar Association, is a present member of the Board of Directors of
the Orange County Chapter of the Federal Bar Association, and has
held numerous positions with civil and local foundations.
Additionally, he has spoken on a number of topics relating to
litigation issues, and has taught continuing education courses on
federal and state civil procedure, legal writing and insurance
law.

Before joining MSHB, Mr. Pemberton had been in private practice
with notable law firms, including Irell & Manella and as a
shareholder of Stradling Yocca Carlson & Rauth, specializing in
business and bankruptcy litigation.

Mr. Pemberton graduated from UCLA before attending the University
of California, Berkeley where he earned his law degree in 1986. He
is also a graduate of the Princeton Theological Society. He
resides in Irvine, California, along with his wife and their three
daughters.

         About Marshack Shulman Hodges & Bastian LLP

The firm was founded in the early 1990s by Richard Marshack, now
Of Counsel to the organization. By the mid to late 1990s, the firm
had evolved into a full-service bankruptcy law firm whose growth
rate outpaced that of the local economy. Leonard M. Shulman joined
the firm in the mid '90s to expand the firm's bankruptcy trustee
and litigation practice. Ronald S. Hodges joined the firm in 1995
and immediately contributed a depth and breadth to the firm's
emerging litigation department, which continues to expand today.

As the firm matured through the 1990s, new clients and partners
were added, including James C. Bastian, who was named partner in
1999. Mr. Bastian specializes in a variety of insolvency and
bankruptcy related matters, and successfully led trade vendors
through the unprecedented County of Orange bankruptcy proceedings,
in fact, recovering 100 cents on the dollar for this constituency.

Throughout the firm's expansion, Marshack Shulman Hodges & Bastian
has earned its reputation as one of the finest law firms of its
kind, not only in Southern California, but throughout the region.
The business community has recognized that the firm's team is
bright, vibrant, quick-thinking and able to devise solutions to
severe and complex problems. Practice areas currently handled by
the firm include: committee representations, trustee
representation, bankruptcy litigation, prosecution of D&O claims,
business reorganizations, employment and labor law, complex
personal injury, insurance, and bad faith (representing the
plaintiff). For more information regarding Marshack Shulman Hodges
& Bastian LLP, visit http://www.mshblaw.com/


* Brossman, Walters & Bein Join Saul Ewing's Harrisburg Office
--------------------------------------------------------------
Saul Ewing LLP announces two new Partners, Eric L. Brossman and
Catherine E. Walters, and one Associate, Robert Bein as members of
the Business Department in the Firm's Harrisburg office. Brossman,
Walters, and Bein previously worked in the Harrisburg office of
Duane Morris LLP. Mr. Brossman, a corporate and bankruptcy
attorney, brings more than 25 years of experience to Saul Ewing.
Ms. Walters comes to Saul Ewing with more than 20 years of
experience in labor and employment law.

Mr. Brossman practices in the areas of corporate and bankruptcy
law, business reorganization and counseling, loan documentation
and transactions, mergers and acquisitions, commercial real
estate, and venture capital financing. Ms. Walters represents
employers in all facets of labor and employment law, including
affirmative action and employment discrimination, wage and hour
issues, drafting and enforcement of employment, non-competition
and other restrictive agreements, management labor relations,
contract negotiations and arbitrations, wrongful discharge
defense, and other issues arising from the employer-employee
relationship. Mr. Bein practices in both business and bankruptcy.

"One component of Saul Ewing's strategic plan focuses on the
unique legal needs of the communities surrounding each of our
offices," said Stephen S. Aichele, Managing Partner of Saul Ewing.
"The Harrisburg area has exhibited an increasing demand for
business, bankruptcy and employment practitioners, and we are
pleased to welcome this new team, in particular two new Partners,
each with at least two decades of experience in these practice
areas."

"Our Harrisburg office has experienced significant growth over the
last few months as we align to serve the growing demands of
business and government in the state capital and its surrounding
area," said Constance B. Foster, Managing Resident Partner of Saul
Ewing's Harrisburg office. "As the business climate changes, the
collective capability of Eric, Catherine and Robert will help to
fulfill our clients' mounting needs for business, bankruptcy and
employment legal services."

"Saul Ewing has demonstrated a strong commitment to the business
community in central Pennsylvania, which was pivotal in my
decision to practice at Saul Ewing," said Mr. Brossman. "I am
excited to join a Firm that clearly focuses not only on growth,
but supports each of its regional offices."

"Over the years, I have observed Saul Ewing establish a strong
presence in the Harrisburg legal community by expanding the types
of services it offers in response to client needs," said Ms.
Walters. "While the Firm's growth and reputation in Central
Pennsylvania offer excellent reasons for any new partner to
consider Saul Ewing, I was particularly influenced by the
collegial atmosphere and the support provided to new Partners."

Mr. Brossman received his B.A. degree, summa cum laude, from
Albright College, and his M.A., with highest honors, from the
Pennsylvania State University. He received his law degree, cum
laude, from The Dickinson School of Law, where he was Editor-in-
Chief of the Dickinson Law Review. He is admitted to practice law
in Pennsylvania.

Ms. Walters received two B.A. degrees, magna cum laude, from C.W.
Post College of Long Island University, and her law degree from
The Dickinson School of Law. She is admitted to practice law in
Pennsylvania.

Saul Ewing LLP is a 250-attorney firm providing a full range of
legal services from offices in seven locations throughout the mid-
Atlantic region. Our clients include regional, national, and
international businesses and not for profit institutions,
individuals, and entrepreneurs.


* Ropes & Gray Adds Bradford Badke to New York IP Litigation Group
------------------------------------------------------------------
Ropes & Gray bolstered its capabilities in Intellectual Property
(IP) Litigation with the addition of Bradford J. (Jim) Badke to
the New York office. Formerly with Dewey Ballantine LLP, Mr. Badke
brings over 20 years of experience in IP litigation and will
significantly expand the firm's work in that area.

"This development is significant as it fills a key need for us,"
said Roscoe Trimmier, Jr., partner and chair of the Litigation
Department. "Last year's combination with Reboul, MacMurray gave
us added litigation depth in New York. Since then, we've been
interested in growing the IP litigation area. We're thrilled that
we found the right fit in Jim, and look forward to the service
opportunities this brings for our clients." Ropes & Gray currently
represents numerous pharmaceutical, biotechnology and technology
clients in the tri-state area and across the country.

Mr. Badke has represented a number of major corporations in patent
litigation for the past two decades, including companies in the
life sciences, chemical, pharmaceutical, biotechnology and medical
device industries, with particular expertise in biotechnology and
surgical device patents. His experience includes jury and bench
trials. His courtroom experience in patent litigation also
includes evidentiary hearings on patent enforceability,
inventorship and the construction of patent claims. He has also
acted as an expert witness in patent cases. He is admitted to
practice in New York, the U.S. Court of Appeals for the Federal
Circuit, and the Second and Third Circuits; U.S. District Courts
for the Eastern, Southern, and Northern Districts of New York; the
U.S. Supreme Court and is registered to practice before the U.S.
Patent and Trademark Office. He is a member of the American
Intellectual Property Law Association and the New York
Intellectual Property Law Association.

The Litigation Department at Ropes & Gray is the second largest
department in the firm with a team of approximately 100 trial
lawyers. The department has a nationwide litigation practice
serving a broad range of clients, and handles a wide array of
complex disputes in federal and state courts and before
administrative bodies throughout the country.

Ropes & Gray's Intellectual Property Group represents national
consumer goods companies, leading manufacturing, computer,
pharmaceutical and biotech companies, financial services firms,
health care organizations, educational and charitable
organizations, and retail businesses in securing and registering
patents, copyrights and trademarks, protecting trade secrets,
licensing, litigation, and financial transactions involving
patents, copyrights, trademarks, and other forms of intellectual
property. Ropes & Gray was one of only four national firms ranked
among the top ten firms for "Quality of Biotech Patents" in a
survey conducted by PatentRankings LLC, appearing in the January
2004 issue of American Lawyer's IP Law & Business. The firm's
Intellectual Property Practice also holds top ten rankings in the
Boston Business Journal and Mass High Tech.

For more than a century, Ropes & Gray LLP has been a leading U.S.
law firm serving the needs of businesses and individuals
throughout the nation and the world. With nearly 600 lawyers,
Ropes & Gray creates solutions to complex legal problems across a
wide range of legal disciplines, including: antitrust, corporate,
bankruptcy and business restructuring, employee benefits,
environmental, health care, intellectual property and technology,
international, labor and employment, life sciences, litigation,
private client services, real estate and tax. The firm has offices
in Boston, New York, San Francisco, and Washington, D.C. For
further information, visit http://www.ropesgray.com/


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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


                           *********

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

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

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

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

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

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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, 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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