TCR_Public/040603.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 3, 2004, Vol. 8, No. 109

                           Headlines

ACE SECURITIES: Fitch Rates $5.7MM Class B certificates at BB+
ADELPHIA COMMS: Retains Sherman & Howard as Special Counsel
ALKERMES INC: Discontinues Nutropin Depot & Revises 2005 Guidance
ALLEGHENY TECHNOLOGIES: Completes J&L Steel Asset Acquisition
AMERICAN RESTAURANT: 11% Notes' Grace Period Expired Yesterday

ANTIQUELAND USA INC: List of 11 Largest Unsecured Creditors
ARROW AIR: Amends Collective Bargaining Agreement with Pilots
BANC OF AMERICA: Fitch Takes Various Rating Actions on Loan Trust
BANC OF AMERICA: Fitch Takes Rating Actions On Series 2004-5 Notes
BEAR STEARNS: Fitch Downgrades 1997-6 FRM Class B-4 to C from CCC

BESS EATON: Asks to Turn to Nachman Hays for Financial Advice
BETHLEHEM STEEL: Court Amends Adversary Proceeding Procedures
BIB HOLDINGS: Shares Delisted from Berlin-Bremen Stock Exchange
BOISE CASCADE: Scudder Stevens Discloses 10.1% Equity Stake
CABLETEL: Weak Financial Condition Prompts AMEX's Delisting Notice

CABLEVISION S.A.: S&P Withdraws D Ratings at Company's Request
CACI INT'L: S&P Revises Outlook to Negative & Affirms BB Ratings
CAPITAL ONE FINANCIAL: S&P Revises Outlook to Positive From Stable
COEUR D'ALENE: Planned Wheaton Purchase Spurs S&P's Positive Watch
CUSTER TEXACO PARTNERS: Voluntary Chapter 11 Case Summary

DB COMPANIES INC: Case Summary & 20 Largest Unsecured Creditors
DOMAN INDUSTRIES: Creditors to Convene in Vancouver on June 7
DT INDUSTRIES: Section 341(a) Meeting Slated for June 29, 2004
E*TRADE: Completes Partial Redemption of 6.75% Convertible Notes
ENRON: Court Gives Go-Ahead to Enter into EBL Deed of Indemnity

FEDERAL-MOGUL CORP: John A. Levin Discloses 5.4% Stock Interest
FLEMING: Wants Court Nod To Pay Exit Facility Due Diligence Fees
FOOTMAXX HOLDINGS: Equity Deficit Tops $13.8MM at March 31, 2004
FOREST OIL: Appoints Robert Wofford as VP -- Oil & Gas Marketing
FORT HILL: Wants to Employ Hanify & King as Bankruptcy Counsel

FOSTER WHEELER: Subsidiary Wins CSPC Contract in China
FOURTH AND WASHINGTON: Creditors Meet with US Trustee on June 10
GLOBAL CROSSING: Court Disallows 39 Tax Claims
GMACM: Fitch Rates Series 2004-J2 Classes B-1 & B-2 at Low-Bs
GRIDSENSE SYSTEMS: March 31 Balance Sheet Upside Down by C$1.12MM

GRUPO IUSACELL: Misses $24.9 Million Bond Interest Payment
HAYES LEMMERZ: Twenty Creditors Agree To Reduce Claims
HERITAGE ORGANIZATION: Has Until June 14 to File Schedules
KAISER ALUMINUM: Court Affirms Termination of Retiree Benefits
KENNEDY MANUFACTURING: Retains CB Richard as Real Estate Agent

LIBERTY MEDIA INT'L: Nasdaq "When-Issued" Trading Begins Today
MARKLIN PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
MECKLENBERG/PINEVILLE: Voluntary Chapter 11 Case Summary
MDS PROTEOMICS: Will Use CCAA to Implement Reorganization Plan
MED GEN INC: CEO Paul Mitchell Reports 17.86% Equity Stake

MERRILL LYNCH: S&P Raises Weighted Average Credit Rating to BB+
MIRANT: PricewaterhouseCoopers Issues Report On Canadian Debtors
MIRAVANT MEDICAL: FDA Clears SnET2 New Drug Application
MOONEY AEROSPACE: Sells Mooney Airplane Company to Allen Holding
NATIONAL CENTURY: Conseco Asks For Stay Relief To Pursue Lien

NETWORK STORAGE: Committee Hires LeClair Ryan as Attorneys
NIMBUS GROUP: Falls Short of Amex's Listing Standards
NORTEL NETWORKS: OSC Continue Management Cease Trade Order
NORTH COUNTRY: Case Summary & 5 Largest Unsecured Creditors
OWENS CORNING: 3rd Circuit Assigns Asbestos Cases To Judge Fullam

PARMALAT GROUP: AlixPartners Employs Three Independent Contractors
PEGASUS SATELLITE: Files for Chapter 11 Protection in Maine
PEGASUS SATTELITE: Case Summary & 50 Largest Unsecured Creditors
PG&E NATIONAL: NEG Wants To Hire Gibbs & Bruns as Special Counsel
QWEST COMMUNICATIONS: Opens Two Retail Stores in Albuquerque

RCN CORP: U.S. Trustee Sets Meeting to Form Official Committees
RELIANCE: Liquidator To Sell Reliance Warranty Company To Butler
REUNION INDUSTRIES: Stockholders to Meet on June 22 in Pittsburgh
SAFETY-KLEEN: Disputes Certain Tax Claims & Proposes Adjusted Rate
SAN FLORIANO COMPANY: Voluntary Chapter 11 Case Summary

SOLUTIA INC: Equity Committee Wants To Hire Jefferies As Advisor
STEEL DYNAMICS: S&P Affirms BB- Corporate Credit Rating
STOLT-NIELSEN: Expects to File Delayed Annual Report by June 16
THAXCO INC: Case Summary & 2 Largest Unsecured Creditors
UNITED AIRLINES: Files 2nd Reorganization Status Report

UNIVERSAL COMMUNICATION: Lacks Auditors' Stamp on 2003 Report
VARELA ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
VISTA GOLD: Names Gregory Marlier as New Chief Financial Officer
WINDSOR WOODMONT: Ameristar Offers $115M+ for Mountain High Casino

* Thomas C. Frongillo Joins Mintz Levin's Boston Office

                           *********

ACE SECURITIES: Fitch Rates $5.7MM Class B certificates at BB+
--------------------------------------------------------------
ACE Securities Corp. Home Equity Loan Trust, series 2004-IN1
$266.3 million class A-1, A-2A and A-2B asset backed pass-through
certificates are rated 'AAA', $18.7 million class M-1 asset backed
pass-through certificates are rated 'AA+', $13.8 million class M-2
asset backed pass-through certificates are rated 'A+', $4.1
million class M-3 asset backed pass-through certificates are rated
'A', $4.1 million class M-4 asset backed pass-through certificates
are rated 'A', $2.4 million class M-5 asset backed pass-through
certificates are rated 'A-', $2.4 million class M-6 asset backed
pass-through certificates are rated 'BBB+', and $5.7 million class
B asset backed pass-through certificates are rated 'BB+' by Fitch
Ratings.

The 'AAA' rating on the class A certificates reflects the 17.95%
total credit enhancement provided by the 5.75% class M-1, the
4.25% class M-2, the 1.25% class M-3, the 1.25% class M-4, the
0.75% class M-5, the 0.75% class M-6, the 1.75% class B and the
2.20% target overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses. In addition, the ratings also reflect the quality
of the underlying mortgage collateral, strength of the legal and
financial structures and the servicing capabilities of Ocwen
Federal Bank FSB - rated 'RPS2' by Fitch.

The certificates are supported by two groups of mortgage loans.
The Group I mortgage pool consists of first lien fixed-rate and
adjustable-rate mortgage loans with a cut-off date pool balance of
$261,901,647. Approximately 40.76% of the Group I mortgage loans
are fixed-rate mortgage loans and approximately 59.24% of the
Group I mortgage loans are adjustable-rate mortgage loans. The
weighted average loan rate is approximately 7.561%. The weighted
average remaining term to maturity is 334 months. The average
principal balance of the loans is approximately $137,409. The
weighted average original loan-to-value ratio is 76.95%. The
properties are primarily located in California (19.00%), New York
(8.99%) and Florida (5.48%).

The Group II mortgage pool consists of first lien fixed-rate and
adjustable-rate mortgage loans with a cut-off date pool balance of
$62,615,082. Approximately 30.03% of the Group II mortgage loans
are fixed-rate mortgage loans and approximately 69.97% of the
Group II mortgage loans are adjustable-rate mortgage loans. The
weighted average loan rate is approximately 7.209%. The weighted
average remaining term to maturity is 353 months. The average
principal balance of the loans is approximately $305,439. The
weighted average original loan-to-value ratio is 77.10%. The
properties are primarily located in California (38.54%), New York
(17.46%) and Michigan (8.51%).

Ace Securities Corp. purchased the mortgage loans from Deutsche
Bank AG, the mortgage loan seller, and deposited the loans in the
trust, which issued the certificates representing the entire
beneficial ownership interest in the trust. The mortgage loans
were previously purchased by the mortgage loan seller directly
from the originator, IndyMac Bank, F.S.B. HSBC Bank USA will serve
as trustee. For federal income tax purposes, an election will be
made to treat the trust fund as multiple real estate mortgage
investment conduits.


ADELPHIA COMMS: Retains Sherman & Howard as Special Counsel
-----------------------------------------------------------
On January 23, 2004, the Adelphia Communications (ACOM) Debtors
employed Sherman & Howard, LLC, as an ordinary course
professional.  Because Sherman & Howard has begun to exceed the
monthly cap for ordinary course professionals and because the ACOM
Debtors seek to expand the scope of the services the firm
provides, the ACOM Debtors found it necessary to employ Sherman &
Howard as their special counsel.

The ACOM Debtors also need the firm's services in other areas in
which they require counsel.

Accordingly, the ACOM Debtors seek the Court's authority to
employ Sherman & Howard as special counsel to continue to assist
them with franchise compliance issues, as well as provide legal
representation related to corporate, employment and contract
matters.

Sherman & Howard, which is one of the largest law firms in
Colorado, provides general representation and significant legal
expertise to its clients in numerous areas, including employment
matters, real estate matters, and corporate mergers and
acquisitions.  In addition to its main office in Denver,
Colorado, Sherman & Howard has offices in Phoenix, Colorado
Springs, Las Vegas and Reno.  Recently, Chambers & Partners USA,
a U.K.-based independent research firm specializing in law firm
ranking, named Sherman & Howard as one of the top firms in Denver
in numerous practice areas.  Chambers specifically praised the
firm's telecom and cable sector-related work.

Sherman & Howard will provide legal representation to the ACOM
Debtors in their Chapter 11 cases, including but not limited to:

   (1) franchise compliance;

   (2) commercial contracts;

   (3) employment matters;

   (4) acquisitions and dispositions; and

   (5) general corporate matters.

In consideration for its services, Sherman & Howard will be
compensated on an hourly basis according to these hourly rates:

         Attorneys                     $175 - 400
         Paralegals                      60 - 150

Sherman & Howard will also be reimbursed for actual and necessary
expenses incurred.  All of Sherman & Howard's rates are subject
to periodic, ordinary course adjustments.

According to Sherman & Howard's books and records, the firm
received to date $27,285 from the ACOM Debtors, and is owed
$380,789 in compensation for services rendered and expenses
incurred in the ACOM Debtors' Chapter 11 cases.

Leslie A. Nichols, a member of Sherman & Howard, assures the
Court that the firm:

   (1) does not represent any party, or hold any interest,
       adverse to the ACOM Debtors with respect to the matters on
       which Sherman & Howard is to be retained in these cases;
       and

   (2) has no connection with any of the potential parties-in-
       interest that would affect Sherman & Howard's ability to
       represent the ACOM Debtors in their Chapter 11 cases.  
       (Adelphia Bankruptcy News, Issue No. 60; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


ALKERMES INC: Discontinues Nutropin Depot & Revises 2005 Guidance
-----------------------------------------------------------------
Alkermes, Inc. (NASDAQ:ALKS) revised its financial expectations
for the fiscal year 2005 in connection with the decision to
discontinue commercialization of Nutropin Depot. The Company
expects that the reduction in revenue resulting from this decision
will be offset by a decrease in operating expenses and, therefore,
the anticipated net loss on a pro forma basis before restructuring
charges remains unchanged from previous fiscal 2005 guidance.

                           Revenues

   -- Alkermes' total revenues are now expected to range from $90
      to $120 million, revised from earlier expectations of $95 to
      $125 million.

   -- Total manufacturing and royalty revenues are now expected to
      range from $45 to $55 million, revised from earlier
      expectations of $50 to $60 million.

   -- Manufacturing revenues are now expected to range from $38 to
      $46 million, revised from earlier expectations of $42 to $50
      million.

   -- Royalty revenues on sales of Risperdal Consta(TM) are
      expected to range from $7 to $9 million, revised from    
      earlier expectations of $8 to $10 million for both Risperdal
      Consta and Nutropin Depot.

   -- Research and development revenues continue to range from $45
      to $65 million, including anticipated revenue of between $15
      and $30 million for a partnering transaction with respect to
      Vivitrex.

                  Cost of Goods Manufactured

Alkermes' cost of goods manufactured for Risperdal Consta for
fiscal 2005 is now expected to range from $19 to $23 million,
revised from earlier expectations of $23 to $27 million for both
Risperdal Consta and Nutropin Depot. In addition, there will be a
one time charge recorded in the quarter ended June 30, 2004
associated with the write-off of inventory in connection with the
discontinuation of Nutropin Depot.

               Research and Development Expenses

The Company's research and development expenses for fiscal 2005
are now expected to range from $84 to $94 million, slightly lower
than earlier expectations of $85 to $95 million.

            General and Administrative Expenses

The Company continues to expect that general and administrative
expenses for fiscal 2005 will range from $29 to $33 million.

                   Restructuring Charges

Alkermes is in the process of determining restructuring charges to
be taken in connection with the discontinuation of Nutropin Depot.
These charges, currently estimated to range from $15 to $20
million, will be recorded in the quarter ended June 30, 2004. A
portion of this charge will be recorded as Cost of Goods
Manufactured and relates to a one time inventory write-off of
Nutropin Depot. Please note this range is an estimate, subject to
adjustment.

                   Projected Net Loss

   -- Alkermes' net loss for fiscal 2005 on a pro forma basis,
      before any restructuring charges, is expected to remain in
      the range of $35 to $45 million or approximately $0.39 to
      $0.50 per share.

   -- After restructuring charges, on a GAAP basis, the Company
      expects a net loss of $55 to $60 million or approximately
      $0.61 to $0.67 per share. The net loss per share calculation
      is based on an estimated 90 million shares of the Company's
      common stock outstanding on a weighted average basis.

Alkermes is providing pro forma net loss expectations as a
complement to the expectations provided in accordance with
accounting principles generally accepted in the U.S. The pro forma
net loss excludes restructuring charges related to the
discontinuation of Nutropin Depot. Management believes this pro
forma measure helps indicate underlying trends in the Company's
ongoing operations.

                     About the Company

Alkermes, Inc. is a pharmaceutical company that develops products
based on sophisticated drug delivery technologies to enhance
therapeutic outcomes in major diseases. The Company's lead
commercial product, Risperdal Consta(TM) ((risperidone) long-
acting injection), is the first and only long-acting atypical
antipsychotic medication approved for use in schizophrenia, and is
marketed worldwide by Jannsen, a division of Johnson & Johnson.
The company's lead proprietary product candidate, Vivitrex
((naltrexone) long-acting injection), is a once-a-month injection
for the treatment of alcohol dependence. Alkermes has a pipeline
of extended-release injectable and pulmonary drug products based
on its proprietary technology and expertise. The Company's
headquarters are in Cambridge, Massachusetts, and it operates
research and manufacturing facilities in Massachusetts and Ohio.

At March 31, 2004, Alkermes Inc.'s balance sheet shows a recovery
of shareholder equity at $75,930,000 compared to a deficit of
$5,046,000 at March 31, 2003.


ALLEGHENY TECHNOLOGIES: Completes J&L Steel Asset Acquisition
-------------------------------------------------------------
Allegheny Technologies Incorporated (NYSE:ATI) announced that it
has completed the acquisition of certain assets of J&L Specialty
Steel, LLC.

The closing of the acquisition followed ratification on May 28,
2004, of a new progressive labor agreement by United Steelworkers
of America (USWA) represented employees at ATI Allegheny Ludlum
and at the former J&L facilities.

"Our new labor agreement combined with our acquisition of these
assets go a long way to 'fix' our stainless steel business," said
Pat Hassey, Chairman, President and Chief Executive Officer of
Allegheny Technologies. "We believe we have created a stronger
Allegheny Ludlum. Allegheny Ludlum now has a more competitive cost
structure. It has modern facilities and a diversified product mix
and is capable of shipping in excess of 700,000 tons of flat-
rolled products annually. Allegheny Ludlum is well positioned to
sustain and enhance its position as one of the premier flat-rolled
specialty metals companies in the world.

"Implementation of our integration plan begins today at key
facilities in Midland, PA and Louisville, OH. We welcome the
former J&L employees, who will number approximately 400 after a
short transition period. This transaction maintains J&L's key
capacity in the U.S. flat-rolled stainless steel market. We expect
these facilities to have a real impact. They complement and
enhance Allegheny Ludlum's manufacturing process.

"The USWA leadership and its represented employees recognized what
needed to be done to make Allegheny Ludlum more cost competitive
on a global basis. Working together, we were able to construct an
agreement that improves Allegheny Ludlum's cost structure, while
saving jobs and providing a good compensation package.

"Highlighting the labor agreement is a new work environment. It
facilitates implementation of the ATI Business System. New
flexible work rules enable efficient modern practices and reduce
the number of production and maintenance job grades to 5 from 33.
Employees are given broader responsibility and have the
opportunity to become more engaged in the business. We believe
this modern work environment secures a strong future for Allegheny
Ludlum and its employees."

Because of workforce restructuring, one-time Transition Assistance
Payments (TAPS) incentives will be offered by ATI to approximately
775 hourly employees who decide to retire over the next 2 1/2
years. The agreement expires June 30, 2007, and replaces existing
labor agreements at Allegheny Ludlum and at the former J&L
Midland, PA and Louisville, OH facilities.

                    About the Company

Allegheny Technologies Incorporated (NYSE:ATI) is one of the
largest and most diversified specialty materials producers in the
world, with revenues of approximately $1.9 billion in 2003. The
Company has approximately 8,800 employees world-wide and its
talented people use innovative technologies to offer growing
global markets a wide range of specialty materials. High-value
products include nickel-based and cobalt-based alloys and
superalloys, titanium and titanium alloys, specialty steels, super
stainless steel, exotic alloys, which include zirconium, hafnium
and niobium, tungsten materials, and highly engineered strip and
Precision Rolled Stripr products. In addition, we produce
commodity specialty materials such as stainless steel sheet and
plate, silicon and tool steels, and forgings and castings. The
Allegheny Technologies website can be found at
http://www.alleghenytechnologies.com/

                       *   *   *

As reported in the Troubled Company Reporter's December 29, 2003
edition, Standard & Poor's Ratings Services lowered its ratings on
Pittsburgh, Pennsylvania-based Allegheny Technologies Inc. The
company's ratings remain on CreditWatch, where they were placed on
Oct. 23, 2003 with negative implications.

Standard & Poor's Ratings Services placed its ratings on Allegheny
Technologies Inc. (BB+ Corporate Credit Rating) on CreditWatch
with negative implications, reflecting the company's continuing
weak financial performance and heightened concerns that lackluster
demand from key markets and increased global competitive pressures
and high input (scrap, nickel, and energy) costs will continue to
more than offset management's efforts to improve its weak credit
measures.

In resolving the CreditWatch, Standard & Poor's will assess the
company's prospects for improving its subpar profitability as well
as its significant legacy liabilities in light of challenging
stainless steel industry fundamentals.


AMERICAN RESTAURANT: 11% Notes' Grace Period Expired Yesterday
--------------------------------------------------------------
American Restaurant Group, Inc., has engaged investment bankers
Jefferies & Company, Inc., to act as its financial advisor to
explore capital restructuring and to assist with discussions with
holders of its 11% Senior Secured Notes due 2006.

On May 3, 2004, as previously reported in the Troubled Company
Reporter, the Company did not pay the $9.4 million semi-annual
interest payment then due on the Notes.  Under the provisions of
the indenture governing the Notes, the Company has a grace period
-- which expired yesterday, June 2, 2004 -- to make the interest
payment before there is a formal "Event of Default" (as that term
is defined in the indenture).  A default under the Indenture
triggers defaults under the Company's credit facilities with Wells
Fargo Foothill, Inc. and TCW Shared Opportunity Fund III, L.P.

                   The Wells Fargo Facility

In 2001, the Company entered into a loan agreement with Wells
Fargo Foothill, Inc. (then known as Foothill Capital Corporation)
for a new revolving credit facility (the "New Credit Facility").  
The New Credit Facility presently provides for cash borrowings and
letters of credit in an aggregate amount up to $15.0 million.  The
New Credit Facility provides for an unused line fee payable
monthly in arrears, fees payable on outstanding letters of credit,
as well as certain additional fees.  Borrowings under the New
Credit Facility bear interest at the prime rate announced by Wells
Fargo Bank, National Association plus 1.5%.  The New Credit
Facility terminates on December 17, 2005, and shares in a first-
priority lien on all assets.  As of March 29, 2004, the Company
had $8.6 million of letters of credit outstanding, primarily
related to its self-insurance program, and $5.2 in cash
borrowings, leaving $1.2 million of availability under its New
Credit Facility.  The New Credit Facility includes certain
restrictive covenants, including a requirement to maintain certain
financial ratios.  On March 26, 2004, within the amendment No. 5
to the loan agreement, the Company obtained a waiver from its
lender related to its failure to maintain certain financial
covenants for the fiscal quarter ended December 29, 2003.  The
Company is working with its lender to negotiate modifications to
its financial covenants.  There can be no assurance that such
negotiations will be successful or that the Company will not need
to request additional waivers going forward.  As of May 13, 2004,
the Company's cash borrowings and letters of credit, totaling
$14.6 million, exceeded the then-available borrowing base as
calculated in the loan agreement governing the New Credit
Facility.  The Company is in discussions with the lender under the
New Credit Facility to negotiate modifications to the calculation
of the borrowing base, financial covenants, and other matters.  
There can be no assurance such negotiations will be successful,
that the lender, which has reserved its rights, will not exercise
remedies available to it for noncompliance with the loan
agreement, or that the Company will not need to negotiate future
waivers for any noncompliance with the loan agreement.

                    The TCW Junior Facility
On October 31, 2003, the Company entered into a loan agreement for
a junior credit facility with TCW Shared Opportunity Fund III,
L.P., an entity related to a group of funds that constitute the
majority shareholder group.  The Company received proceeds of $4.6
million net of fees and costs.  The Junior Credit Facility bears
an interest rate of 13% per annum.  The Junior Credit Facility
expires February 24, 2006, and shares in a first-priority lien on
all assets.

Substantially all assets of the Company and its subsidiaries are
pledged to the senior lenders.  

                       About the Company

As of December 29, 2003, the Company operated 105 Stuart
Anderson's Black Angus and Stuart Anderson's Cattle Company
steakhouses located primarily in California, the Pacific
Northwest, and Arizona. The chain was founded in Seattle in 1964.  
Black Angus restaurants are typically located in highly visible
and heavily traveled areas in or near retail and commercial
businesses, are freestanding, and range in size from 6,500 to
12,000 square feet, seating approximately 220 to 350 customers.
Black Angus restaurants are distinctly Western in their design and
feature booth seating for dining. They are generally open for
lunch from 11:30 AM to 4:00 PM and for dinner from 4:00 PM to
10:00 PM.  Black Angus developed a smaller restaurant prototype in
1995 that is approximately 6,700 square feet and offers a
comparable number of dining seats as many of the larger
restaurants.


ANTIQUELAND USA INC: List of 11 Largest Unsecured Creditors
-----------------------------------------------------------
AntiqueLand USA, Inc. released a list of its 11-Largest Unsecured
Creditors:

Entity                                 Claim Amount
------                                 ------------
David Morrison                             $270,000
1504 B Aquifer Cove
Austin, TX 78746

Jackson Walker, LLP                         $35,503

Maxwell Locke & Ritter                      $23,500

Patton Boggs LLP                             $4,775

Constant.com                                 $1,515

DMG World Media                              $1,492

C&J Leasing                                  $1,484

Wiseman, Durst, Owen & Colvin, PC              $996

Koenig Software Systems                        $268

Advantage Laser Products                        160

Federal Express                                 $83

Headquartered in Austin, Texas, AntiqueLand USA, Inc. --
http://www.antiquelandusa.com/-- operates antique and craft  
mall nationwide. The Company, along with its affiliates, filed
for chapter 11 protection (Bankr. N.D. Tex. Case No. 04-35563) on
May 17, 2004.  Mark A. Castillo, Esq., at Stephanie Diane Curtis,
Esq., represents the Debtors in their restructuring efforts. When
the Debtor filed for protection from its creditors, it listed both
estimated assets and liabilities
of over $1 Million.


ARROW AIR: Amends Collective Bargaining Agreement with Pilots
-------------------------------------------------------------
Arrow Air and its pilots' union have reached a tentative agreement
over an amended collective bargaining agreement, with improved
conditions and salary adjustments, just as the cargo airline has
leased the first of seven DC10 wide body freighter aircraft over
the next 15 months.

"Arrow was prepared to emerge from bankruptcy even without the
tentative collective bargaining agreement, but, thanks to the
pilots' commitment to the company, we were able to reach an
agreement that will secure the pilots' contractual provisions for
the next three years," said Arrow Chief Restructuring Officer
Guillermo Cabeza.

Arrow granted its pilots concessions in exchange for significantly
increased productivity. The agreement, which provides concessions
to the company regarding work rules and credit toward contract
guarantees. Arrow has offered a 5-percent increase per year over
the next three years toward the base hourly wage per crew. "The
agreement reflects our pilots' appreciation for the challenges
facing our industry and gives the company an expected 20-percent
increase in cockpit productivity", Visconti said.

Chief U.S. Bankruptcy Judge Emeritus A. Jay Cristol is expected to
confirm Arrow's consensual plan of reorganization on June 10,
after which the airline will no longer be operating under Chapter
11 bankruptcy protection and will become a new, reorganized
company. Arrow Air II LLC will become the cargo airline's owner
and only shareholder.

                      About the Company

Miami-based Arrow Air was founded in 1950, and has operated under
the same name longer than any other all-cargo airline in the U.S.
Arrow is the only remaining U.S.-registered heavy freight carrier
operating out of Miami International Airport, providing more
comprehensive air cargo services between the United States and the
Caribbean and South and Central America than any other carrier in
the market. Its roster of worldwide customers exceeds 2,500,
including international and domestic freight forwarders,
integrated carriers, passenger and cargo airlines, the U.S.
Department of Defense and the United States Postal Service.


BANC OF AMERICA: Fitch Takes Various Rating Actions on Loan Trust
-----------------------------------------------------------------
Banc of America Alternative Loan Trust's mortgage pass-through
certificates, series 2004-5, are rated by Fitch Ratings as
follows:

   Groups 1, 2, and 3 certificates:

      --$325,741,000 classes 1-A-1, 2-A-1, 3-A-1 through 3-A-3,      
        CB-IO, 3-IO and 30-B-IO 'AAA' (Groups 1, 2 and 3 senior      
        certificates);
      --$100 classes 1-A-R and 1-A-LR 'AAA' (senior certificates);
      --$6,864,000 class 30-B-1 'AA';
      --$3,251,000 class 30-B-2 'A';
      --$1,806,000 class 30-B-3 'BBB';
      --$1,806,000 class 30-B-4 'BB';
      --$1,265,000 class 30-B-5 'B';

   Group 4 certificates:

      --$112,428,000 classes 4-A-1, 4-A-2 and 4-IO 'AAA'
        (Group 4 senior certificates);
      --$1,525,000 class 4-B-1 'AA';
      --$235,000 class 4-B-2 'A';
      --$352,000 class 4-B-3 'BBB';
      --$176,000 class 4-B-4 'BB';
      --$176,000 class 4-B-5 'B'.

   and certificates of all groups:

      --$21,361,292 class PO 'AAA'.

The 'AAA' ratings on the groups 1, 2, and 3 senior certificates
reflect the 4.55% subordination provided by the 1.90% class 30-B-
1, 0.90% class 30-B-2, 0.50% class 30-B-3, 0.50% privately offered
class 30-B-4, 0.35% privately offered class 30-B-5 and 0.40%
privately offered class 30-B-6. Classes 30-B-1, 30-B-2, 30-B-3 and
the privately offered classes 30-B-4 and 30-B-5 are rated 'AA',
'A', 'BBB', 'BB', and 'B', respectively, based on their respective
subordination.

The 'AAA' ratings on the group 4 senior certificates reflects the
2.20% subordination provided by the 1.30% class 4-B-1, 0.20% class
4-B-2, 0.30% class 4-B-3, 0.15% privately offered class 4-B-4,
0.15% privately offered class 4-B-5 and 0.10% privately offered
class 4-B-6. Classes 4-B-1, 4-B-2, 4-B-3 and the privately offered
classes 4-B-4 and 4-B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B',
respectively, based on their respective subordination.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc., and Fitch's confidence in the integrity of the legal and
financial structure of the transaction.

The transaction is secured by four pools of mortgage loans. Loan
groups 1, 2, and 3 are cross-collateralized and are supported by
one set of subordinate certificates. The class 4-A certificates
and its set of subordinate certificates correspond to loan group
4. The class PO certificates consists of four non-severable
components relating to each loan group for distribution purposes
only.

Approximately 6.55%, 66.38%, 71.36%, and 23.36% of the mortgage
loans in groups 1, 2, 3, and 4, respectively, were underwritten
using Bank of America's 'Alternative A' guidelines. These
guidelines are less stringent than Bank of America's general
underwriting guidelines and could include limited documentation or
higher maximum loan-to-value ratios. Mortgage loans underwritten
to "Alternative A" guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

The group 1 collateral consists of 1,451 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans, with original terms to
stated maturity ranging from 252 to 360 months. The aggregate
outstanding balance of the pool as of May 1, 2004 is $198,287,787,
with an average balance of $136,656 and a weighted average coupon
of 5.897%. The weighted average original loan-to-value ratio for
the mortgage loans in the pool is approximately 65.70%. The
weighted average FICO credit score for the group is 740. Second
homes and investor-occupied properties comprise 2.60% and 97.40%
of the loans in group 1, respectively. Rate/Term and cashout
refinances account for 29.76% and 36.82% of the loans in group 1,
respectively. The states that represent the largest geographic
concentration of mortgaged properties are California (45.20%) and
Florida (12.96%). All other states represent less than 5% of the
group 1 mortgage loans.

The group 2 collateral consists of 672 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans, with original terms to
stated maturity ranging from 300 to 360 months. The aggregate
outstanding balance of the pool as of the cut-off date is
$105,732,257, with an average balance of $157,340 and a WAC of
5.945%. The weighted average OLTV for the mortgage loans in the
pool is approximately 81.10%. The weighted average FICO credit
score for the group is 728. All of the loans in group 2 are owner-
occupied. Rate/Term and cashout refinances account for 13.89% and
19.88% of the loans in group 2, respectively. The states that
represent the largest geographic concentration of mortgaged
properties are California (25.27%), Florida (15.20%), and Texas
(6.13%). All other states represent less than 5% of the group 2
mortgage loans.

The group 3 collateral consists of 114 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
two-family residential mortgage loans, with original term to
stated maturity ranging from 300 to 360 months. The aggregate
outstanding balance of the pool as of the cut-off date is
$57,212,359, with an average balance of $501,863 and a WAC of
5.938%. The weighted average OLTV for the mortgage loans in the
pool is approximately 67.77%. The weighted average FICO credit
score for the group is 719. Second homes and investor-occupied
properties comprise 8.93% and 7.89% of the loans in group 3,
respectively. Rate/Term and cashout refinances account for 32.97%
and 27.59% of the loans in group 3, respectively. The states that
represent the largest geographic concentration of mortgaged
properties are California (54.16%) and Maryland (5.29%). All other
states represent less than 5% of the group 3 mortgage loans.

The group 4 collateral consists of 914 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans, with original terms to
stated maturity ranging from 120 to 180 months. The aggregate
outstanding balance of the pool as of the cut-off date is
$117,316,612, with an average balance of $128,355 and a WAC of
5.288%. The weighted average OLTV for the mortgage loans in the
pool is approximately 57.16%. The weighted average FICO credit
score for the group is 738. Second homes and investor-occupied
properties comprise 0.77% and 77.22% of the loans in group 4,
respectively. Rate/Term and cashout refinances account for 45.48%
and 41.11% of the loans in group 4, respectively. The states that
represent the largest geographic concentration of mortgaged
properties are California (47.18%) and Florida (9.69%). All other
states represent less than 5% of the group 4 mortgage loans.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits. Wells Fargo
Bank, National Association will act as trustee.


BANC OF AMERICA: Fitch Takes Rating Actions On Series 2004-5 Notes
------------------------------------------------------------------
Fitch Ratings-New York-June 1, 2004: Banc of America Mortgage
Securities, Inc.'s (BOAMSI) mortgage pass-through certificates,
series 2004-5, are rated by Fitch Ratings as follows:

   Group 1 certificates:

      --$184,693,100 classes 1-A-1 - 1-A-9, 1-A-R and 1-A-LR 'AAA'      
        (group 1 senior certificates);
      --$479,000 class 30-B-3 'BBB';
      --$383,000 class 30-B-4 'BB'.

   Groups 2 and 4 certificates:

      --$251,207,000 classes 2-A-1 - 2-A-4 and 4-A-1 'AAA'
        (groups 2 and 4 senior certificates);

   Group 3 certificates:

     --$342,655,000 classes 3-A-1 - 3-A-6, 'AAA'
       (group 3 senior certificates);
     --$1,573,000 class 15-B-1 'AA';
     --$699,000 class 15-B-2 'A';
     --$525,000 class 15-B-3 'BBB';
     --$349,000 class 15-B-4 'BB';
     --$350,000 class 15-B-5 'B'.

   Groups 1 and 2 certificates:

     -- Class 30-IO (consisting of classes 1-30-IO and 2-30-IO  
        components) 'AAA'.

   Groups 3 and 4 certificates:

     -- Class 15-IO (consisting of classes 3-15-IO and 4-15-IO
        components) 'AAA'.

   and certificates of all four groups:

     --$7,223,592 class A-PO 'AAA'.

The 'AAA' ratings on the group 1 senior certificates reflect the
2.50% subordination provided by the 1.25% class 30-B-1, 0.50%
class 30-B-2, 0.25% class 30-B-3, 0.20% privately offered class
30-B-4, 0.20% privately offered class 30-B-5 and 0.10% privately
offered class 30-B-6.

The 'AAA' ratings on the groups 2 and 4 senior certificates
reflect the 1.70% subordination provided by the 1.10% class X-B-1,
0.20% class X-B-2, 0.15% class X-B-3 certificates, privately
offered 0.10% class X-B-4, privately offered 0.10% class X-B-5 and
privately offered 0.05% class X-B-6.

The 'AAA' ratings on the group 3 senior certificates reflects the
1.10% subordination provided by the 0.45% class 15-B-1, 0.20%
class 15-B-2, 0.15% class 15-B-3, 0.10% privately offered class
15-B-4, 0.10% privately offered class 15-B-5 and 0.10% privately
offered class 15-B-6.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc., and Fitch's confidence in the integrity of the legal and
financial structure of the transaction.

The transaction is secured by four pools of mortgage loans, which
respectively collateralize the groups 1, 2, 3, and 4 certificates.
Groups 2 and 4 are cross-collateralized with each other, while
groups 1 and 3 are not cross-collateralized.

The group 1 collateral consists of 372 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
three-family residential mortgage loans, with original terms to
stated maturity ranging from 336 to 360 months. The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 66.10%. The average balance of the mortgage
loans is $515,049 and the weighted average coupon of the loans is
5.722%. The weighted average FICO credit score for the group is
747. Second homes comprise 4.05% and there are no investor-
occupied properties. Rate/Term and cashout refinances represent
55.21% and 15.80%, respectively, of the group 1 mortgage loans.
The states that represent the largest geographic concentration of
mortgaged properties are California (49.99%) and Maryland (6.44%).
All other states comprise fewer than 5% of properties in the
group.

The group 2 collateral consists of 210 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
three-family residential mortgage loans, with original terms to
stated maturity ranging from 300 to 360 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
64.37%. The average balance of the mortgage loans is $509,474 and
the WAC of the loans is 5.732%. The weighted average FICO credit
score for the group is 748. Second homes comprise 1.65% and there
are no investor-occupied properties. Rate/Term and cashout
refinances represent 66.52% and 16.80%, respectively, of the group
2 mortgage loans. All of the mortgaged properties in group 2 are
located in the state of California.

The group 3 collateral consists of 649 recently originated,
conventional, fixed-rate, fully amortizing, first lien, single-
family residential mortgage loans with original terms to stated
maturity ranging from 120 to 180 months. The weighted average OLTV
for the mortgage loans in the pool is approximately 54.61%. The
average balance of the mortgage loans is $538,676 and the WAC of
the loans is 5.050%. The weighted average FICO credit score for
the group is 748. Second homes comprise 5.63% and there are no
investor-occupied properties. Rate/Term and cashout refinances
represent 78.60% and 6.35%, respectively, of the group 3 mortgage
loans. The states that represent the largest geographic
concentration of mortgaged properties are California (50.00%) and
Illinois (6.77%). All other states comprise fewer than 5% of
properties in the group.

The group 4 collateral consists of 272 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
two-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 180 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
48.88%. The average balance of the mortgage loans is $553,702 and
the WAC of the loans is 5.063%. The weighted average FICO credit
score for the group is 752. Second homes comprise 2.84% and there
are no investor-occupied properties. Rate/Term and cashout
refinances represent 79.42% and 16.85%, respectively, of the group
4 mortgage loans. All of the mortgage properties in group 4 are
located in the state of California.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits. Wells Fargo
Bank, National Association will act as trustee.


BEAR STEARNS: Fitch Downgrades 1997-6 FRM Class B-4 to C from CCC
-----------------------------------------------------------------
Fitch has taken rating actions on the following Bear Stearns
Mortgage Securities Inc., mortgage pass-through certificates,
series 1997-6:

Bear Stearns Mortgage Securities Inc., mortgage pass-through
certificates, series 1997-6 ARM

          --Class 3A affirmed at 'AAA'.

Bear Stearns Mortgage Securities Inc., mortgage pass-through
certificates, series 1997-6 FRM

          --Class 1A -2A affirmed at 'AAA';
          --Class B-1 upgraded to 'AAA' from 'AA';
          --Class B-2 upgraded to 'A+' from 'A';
          --Class B-3 affirmed at 'BBB';
          --Class B-4 downgraded to 'C' from 'CCC'.

The rating actions reflect credit enhancement relative to future
loss expectations and the affirmations on the above classes
reflect credit enhancement consistent with future loss
expectations.


BESS EATON: Asks to Turn to Nachman Hays for Financial Advice
-------------------------------------------------------------
Bess Eaton Donut Flour Company Incorporated asks the U.S.
Bankruptcy Court for the District of Rhode Island to approve the
employment of Nachman, Hays, Brownstein, Inc., as its financial
advisors.

Nachman Hays will be compensated at its regular hourly rates for
professionals. The professionals' hourly rates are:

      Professionals            Designation        Billing Rate
      -------------            -----------        ------------
      Leland B. Goldberg, CTP  Principal          $375 per hour
      Douglas Rainville        Managing Director  $275 per hour
      Brendan Kissane          Managing Director  $275 per hour
      Laurence Sax             Senior Consultant  $250 per hour
      Christopher Jenkins      Senior Consultant  $250 per hour

Nachman, Hays is anticipated to:

   a. provide the services of an Interim CEO and Interim COO/CFO
      to take control of its business and financial matters and
      asset sale process and make recommendations relating
      thereto;

   b. control of the Debtor's cash receipts and cash
      disbursements, including signing off on all disbursements;

   c. prepare and manage weekly cash receipts and cash
      disbursements;

   d. prepare detailed cash flow projections, income statement
      and balance sheet;

   e. take steps that will seek to maximize available cash flow;

   f. manage the day-to-day business operations;

   g. take responsibility for dealing directly with all secured
      and unsecured creditors and creditor committees;

   h. meet and communicate with all creditors and other parties
      in interest;

   i. take responsibility for managing the sale process and
      dealing with all third parties who may be interested in
      purchasing the Debtor's business and/or assets;

   j. assist in negotiations with all such interested parties;

   k. be prepared to provide testimony in Court as necessary
      and;

   l. provide other services as are typical for the roles of
      Interim CEO and Interim COO/CFO.

Headquartered in Westerly, Rhode Island, Bess Eaton Donut Flour
Company Incorporated, is an operator of 48 retail coffee and bake
shops in locations throughout Rhode Island, Massachusetts and
Connecticut.  The Company filed for chapter 11 protection on March
1, 2004 (Bankr. D. R.I. Case No. 04-10630).  Allan M. Shine, Esq.,
at Winograd Shine & Zacks represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $9,700,000 in total assets and
$17,600,000 in total debts.


BETHLEHEM STEEL: Court Amends Adversary Proceeding Procedures
-------------------------------------------------------------
The Court amends the Preference Actions Procedures in Bethlehem
Steel Corporation's chapter 11 proceedings to provide that:

   (a) The time limit to effectuate service of the summons and
       complaint in any Preference Action is extended from 120
       days to 320 days from the filing of the complaint;

   (b) Rule 7026(f) of the Federal Rules of Bankruptcy Procedure
       -- mandatory meeting before scheduling conference or
       discovery plan -- is not applicable in any Preference
       Action;

   (c) With respect to the settlement of any Preference Action
       where the amount demanded is at least $10,000 but less
       than $1,500,000, regardless of whether an adversary
       proceeding has been commenced, the Debtors will provide
       10 days' notice of any proposed settlement by overnight
       mail, fax or e-mail solely to the Official Committee of
       Unsecured Creditors and the Office of the U.S. Trustee.
       If no written objection is received from the Committee or
       the U.S. Trustee within the 10-day period, the Debtors
       will be authorized to consummate the proposed settlement
       without Court order or consent of any other party.  In the
       event the Committee or the U.S. Trustee serves a written
       objection within the requisite time, the Debtors may move
       for Court approval of the settlement pursuant to
       Rule 9019 of the Federal Rules of Bankruptcy Procedure
       upon limited notice to the Committee, the U.S. Trustee and
       the defendant in that Preference Action; and

   (d) These provisions will apply to any Preference Actions
       filed by the Debtors including any settlements executed
       before May 24, 2004.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was the second-
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at
WEIL, GOTSHAL & MANGES LLP, represent the Debtors in their
restructuring, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  When the Debtors filed for protection from their
creditors, they listed $4,266,200,000 in total assets and
$4,420,000,000 in liabilities.  Bethlehem obtained confirmation of
a chapter 11 plan on October 22, 2003, which took effect on Dec.
31, 2003. (Bethlehem Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BIB HOLDINGS: Shares Delisted from Berlin-Bremen Stock Exchange
---------------------------------------------------------------
BIB Holdings Ltd. (OTCBB: BIBO) announced that it had successfully
been delisted from the Berlin-Bremen Stock Exchange. The company
had requested its counsel to seek immediate delisting when it had
discovered that its stock had been listed without the company's
prior knowledge, consent or authorization. The company believes
that its shares had been listed on the Berlin-Bremen Exchange on
or about March 1, 2004.

"BIB Holdings, as well as more then 200 other U.S. publicly traded
companies, have been listed and traded on the Berlin-Bremen Stock
Exchange without the companies' permission. The financial media
has recently been reporting that this may be part of an effort by
certain brokers to avoid U.S. restrictions against 'naked short
selling.' Such practices may allow for market manipulation by
selling non-existent shares of stock in an effort to force the
price down," commented Gail Binder, BIB Holdings' CEO.

                  About BIB Holdings

BIB Holdings, Ltd. -- whose March 31, 2004 balance sheet shows a
stockholders' deficit of $2,327,564 -- designs, manufactures,
imports, sells and markets branded and non-branded apparel. The
company has a showroom in New York, a distribution center in
Pennsylvania and a distribution center in Las Vegas, within a
Foreign Trade Zone. The company designs, sources and markets a
brand of high-quality jeanswear and apparel under the mSasson,
Home Turf and New Terrain labels as well as private label. Product
lines have included jeanswear, sportswear, underwear, loungewear
and outerwear, as well as accessories such as suspenders, ties,
hats, scarves, gloves, jewelry, backpacks and small leather goods.
BIB Holdings, Ltd. distributes its clothing via leading retailers
throughout the United States and abroad. BIB has an exclusive
multiyear license agreement with MARK TM, LLC to design,
manufacture, promote and sell apparel under the mSasson brand name
throughout the United States. For more information, visit the
company's Web site at http://www.msasson.com/


BOISE CASCADE: Scudder Stevens Discloses 10.1% Equity Stake
-----------------------------------------------------------
Scudder, Stevens & Clark, Inc. beneficially own 873,200 shares of
the common stock of Boise Cascade Corporation, representing 10.1%
of the outstanding common stock of the Company.  Scudder, Stevens
& Clark holds sole power to vote, or to direct the vote of,
292,000 shares, shared power to vote, or to direct the vote of
138,000 such shares and sole power to dispose of, or to direct the
disposition of, the entire 873,200 shares.

Headquartered in Boise, Idaho, Boise Cascade Corporation (NYSE:
BCC) (S&P, BB+ Corporate Credit Rating, Stable Outlook) is a major
distributor of office products and building materials,
manufactures paper and wood products, and owns more than 2 million
acres of timberland.


CABLETEL: Weak Financial Condition Prompts AMEX's Delisting Notice
------------------------------------------------------------------
Cabletel Communications Corp. (AMEX:TTV) (TSX:TTV), reported that
it has received notification from the American Stock Exchange
(AMEX) that its common stock is subject to being delisted from the
AMEX. Trading in the Company's common stock was halted on May 20,
2004. It is expected that limited trading of the Company's common
stock may occur in either the OTCBB or the "pink sheet" market.

The AMEX has notified the Company that this action was taken
following the Company's May 18, 2004 announcement that it had
entered into an agreement to sell its last remaining operating
business at a sales price less than the amount currently owed by
the Company to its creditors. As a result of this pending
transaction, the Company will not be in compliance with Section
1003(c)(i) of the AMEX Company Guide.

In addition, the AMEX Staff has determined that the Company is not
in compliance with Section 1003(a)(iv) of the AMEX Company Guide
because the Company "has sustained losses which are so substantial
in relation to its overall operations or its existing financial
resources, or its financial condition has become so impaired that
it appears questionable in the opinion of the Exchange, as to
whether such company will be able to continue operations and/or
meet its obligations as they mature."

Further, the AMEX staff indicated that the Company is not in
compliance with Section 1003(f)(v) of the AMEX Company Guide in
that the Company's common stock "has been selling for a
substantial period at a low price per share." Although the Company
has the right to appeal the determinations of the AMEX staff, it
does not expect to do so. Accordingly, it is anticipated that the
Company's common stock will be formally delisted from the AMEX, in
the near future.

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/


CABLEVISION S.A.: S&P Withdraws D Ratings at Company's Request
--------------------------------------------------------------
Standard & Poor's Ratings Services that it withdrew its 'D' local
and foreign currency corporate credit and debt ratings on
CableVision S.A. at the company's request. "CableVision is the
largest Argentine TV-cable provider," said Standard & Poor's
credit analyst Ivana Recalde.


CACI INT'L: S&P Revises Outlook to Negative & Affirms BB Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Arlington, Virginia-based CACI International to negative from
stable, and affirmed its 'BB' corporate credit and senior secured
debt ratings on the company.

"The revised outlook reflects concerns stemming from five
investigations into the company's work for the Department of
Defense in Iraq, including the U.S. Army's use of CACI employees
for the interrogation of Iraqi prisoners, which may have fallen
outside the scope of CACI's information technology contract," said
Standard & Poor's credit analyst Ben Bubeck. The General Services
Administration will determine whether CACI violated any rules and
if so, if remedies should include suspension or debarment from
future government contracts, which currently comprise more than
90% of the company's revenue base.

The ratings reflect CACI's second-tier presence in a highly
competitive and consolidating market, as well as the company's
acquisitive growth strategy. A predictable revenue stream based
upon a strong backlog, the expectation that government-related
business will remain substantial over the intermediate term, and a
moderate financial profile for the rating are partial offsets to
these factors.

CACI International Inc. is a leading information technology
company that provides services and communications solutions
primarily to the federal government. Pro forma for the acquisition
of the Defense and Intelligence Group, CACI had approximately $500
million in operating lease-adjusted debt as of March 2004.

Although CACI's revenues from Iraq are a small part of its total
business, and bans from government business typically occur only
in cases of extreme impropriety, a decision by the General
Services Administration to ban CACI from future government
contracts would impair the company's business profile and likely
result in a downgrade. CACI is cooperating in the investigation
and stated that it has not knowingly acted inappropriately and
will correct any inadvertent errors. If the various investigations
conclude favorably for the company, the outlook may be returned to
stable, given operating trends to date.


CAPITAL ONE FINANCIAL: S&P Revises Outlook to Positive From Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Capital
One Financial Corp. and its subsidiaries to positive from stable.
At the same time, all ratings, including the 'BB+' long-term
counterparty credit rating on Capital One Financial Corp., are
affirmed.

"The outlook revision is in recognition of Capital One's
successful navigation through the challenging economic environment
of the past several years, continued strong operating performance,
progress to-date in implementing its diversification strategy, and
the corporate commitment to diversifying further its earning
assets and its funding profile," said Standard & Poor's credit
analyst John K. Bartko, C.P.A. Although the most recent recession
has not been as severe as others, it has pressured the monoline
card sector, as evidenced by the fact that, of the population of
monoline card issuers that existed prior to the recession, only
two continue to produce results indicative of strong, ongoing
lending institutions. Capital One is among this twosome. Overall
operating performance remains strong. Asset quality measures
reflect asset mix changes, progress of the diversification
strategy, and uplift from an improved economy. In addition,
capital, always maintained at adequate levels, has climbed via
earnings retention.

Finally, Capital One's embracing of an inherently lower risk
business strategy supports the positive outlook. This evolved
strategy incorporates a diversified earnings stream and a more
resilient funding platform and is expected to include greater
levels of core deposit funding and enhance already strong
liquidity levels in the future. And while such transitions are not
risk free, Capital One has been successful in the still-early
phases of this process. Standard & Poor's gains a degree of
comfort with regard to the transition risk from Capital One's
historic approach to entering new businesses, geographies, product
styles, etc., which involves a measured, incremental, carefully
tested implementation process.


COEUR D'ALENE: Planned Wheaton Purchase Spurs S&P's Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-'corporate credit
and senior unsecured debt ratings on Coeur D'Alene Mines Corp. on
CreditWatch with positive implications following the company's
announcement that it intends to acquire precious metals mining
company Wheaton River Minerals Ltd. in a stock and cash
transaction valued at approximately $1.8 billion.

"The CreditWatch action reflects what is likely to be a meaningful
improvement in Coeur's business and financial profile upon the
successful acquisition of lower-cost producer Wheaton," said
Standard & Poor's credit analyst Paul Vastola. Standard & Poor's
expects that its ratings on Coeur would likely be raised several
notches. Standard & Poor's will continue to monitor the
transaction for any potential revisions to the deal. The deal
remains subject to several conditions and is expected to close by
Sept. 30, 2004.

The merger would dramatically increase the Coeur D'Alene,
Idaho-based company's size and scope of operations, which Standard
& Poor's regards as limited. The merged entity would become the
fourth largest North American precious metals company with seven
mines on three continents and a strong presence in the Americas.
The transaction would increase Coeur's primary silver production
by 45%, to 21 million ounces annually, and augment its silver
reserves to 208 million ounces and annual gold production and
reserves to one million ounces and 9.1 million ounces,
respectively.

Pro forma for the acquisition, the company would be moderately
leveraged. Upon closing, the combined entity is expected to have
$178 million in cash and $354 million in total debt, adjusting for
a potential $205 million cash payment to Wheaton shareholders from
Coeur if all shareholders elect the cash option.

Also, assuming a base price of $375 per ounce for gold and $5.50
per ounce for silver, and including the potential $155 million of
development expenditures for Coeur's San Bartolome silver project
in Bolivia and Kensington gold project in Alaska (which remain
subject to favorable results of their feasibility studies due to
be completed by the end of June 2004), the company estimates that
it will generate free cash flow in excess of $175 million
annually.


CUSTER TEXACO PARTNERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Custer Texaco Partners
        dba Custer Texaco Auto Center
        aka Anbal, Inc.
        2101 West Spring Creek
        Plano, Texas 75023

Bankruptcy Case No.: 04-36118

Type of Business: The Debtor operates a convenience store.

Chapter 11 Petition Date: May 31, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Molly W. Bartholow, Esq.
                  Bartholow & Bartholow
                  5 Royal Terrace Court
                  Dallas, TX 75225
                  Tel: 972-739-5255
                  Fax: 972-739-5255

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


DB COMPANIES INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: DB Companies, Inc.
             25 Concord Street
             Pawtucket, Rhode Island 02860

Bankruptcy Case No.: 04-11618

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      DB Motor Fuels, Inc.                       04-11617
      DB Marketing Company, Inc.                 04-11619
      DB Properties Management, Inc.             04-11621
      DB Transport, Inc.                         04-11622

Type of Business: The Debtor operates and franchises a regional
                  Chain of DB Mart convenience stores in
                  Connecticut, Massachusetts, Rhode Island, and
                  the Hudson Valley region of New York.
                  See http://www.dbmarts.com/

Chapter 11 Petition Date: June 2, 2004

Court: District of Delaware

Judge: Peter J. Walsh

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: $50 Million to $100 Million

Estimated Debts:  approx. $65 Million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
1818 Mezzanine Fund           Money Borrowed         $13,700,000
Brown Brothers Harriman &
Co.
40 Water Street
Boston, MA 02109

Valero Energy Corporation     Trade Debt              $2,100,000
P.O. Box 696000
San Antonio, TX 78269

McLane Northeast              Trade Debt              $2,076,360
2828 McLane Drive
P.O. Box 2828
Baldwinsville, NY 13027

CITGO Petroleum Corp.         Trade Debt                $802,688
P.O. Box 3758
One Warren Place
Tulsa, OK 74102

Lincoln Environmental Inc.    Environmental             $298,654
333 Washington Highway        Services
Smithfield, RI 02917

Garelick Farms                Trade Debt                $190,562

Connecticut Light & Power     Utility Services          $112,897

Patridge Snow & Hahn          Professional Services     $110,221

Novelty, Inc.                 Trade Debt                 $94,993

IBC Nissen                    Trade Debt                 $84,292

US Food Service               Trade Debt                 $80,113

Sara Lee Coffee & Tea         Trade Debt                 $69,179

City of Pawtucket             Personal Property          $56,724
                              Taxes

IOS Capital                   Copier Service             $47,834

Coca Cola of New England      Trade Debt                 $46,306

Narragansett Electric         Utility Services           $44,233
Processing Center

Frito-Lay, Inc.               Trade Debt                 $44,121

Beaudry Electric              Utility Services           $38,557

US Maintenance                Trade Debt                 $37,430

Mystic Tank Lines             Trade Debt                 $28,630


DOMAN INDUSTRIES: Creditors to Convene in Vancouver on June 7
-------------------------------------------------------------
On April 30, 2004, the Supreme Court of British Columbia entered
an order scheduling a meeting of the Doman Entities' affected
creditors.  The meeting will be held on June 7, 2004, at 10:00,
at:

               Regency Ballroom
               Hyatt Regency Hotel
               655 Burrard Street
               Vancouver, British Columbia

Creditors requiring information or copies of the Plan, the Meeting
Order, or an information circular may obtain those documents by
contacting the Monitor at:

               KPMG Inc.
               Monitor of the Doman Entities
               P.O. Box 10426 Pacific Centre
               777 Dunsmuir Street
               Vancouver, BC V7Y 1K3
               Canada
               Attention: Anthony Tillman
               Tel num: (604)646-6332
               Fax num: (604)488-3809
               e-mail:  atillman@kpmg.ca

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


DT INDUSTRIES: Section 341(a) Meeting Slated for June 29, 2004
--------------------------------------------------------------
The United States Trustee will convene a meeting of DT Industries,
Inc.'s creditors at 1:00 p.m., on June 29, 2004, in Suite 309 at
the U.S. Bankruptcy Court, 120 West Third Street, Dayton, Ohio
45402.  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 Dayton, Ohio, DT Industries, Inc. --
http://www.dtindustries.com/-- is an engineering-driven designer,  
manufacturer and integrator of automated systems and related
equipment used to manufacture, assemble, test or package
industrial and consumer products.  The Company filed for chapter
11 protection on May 12, 2004 (Bankr. S.D. Ohio Case No.
04-34091).  Ronald S. Pretekin, Esq., at Coolidge Wall Womsley &
Lombard represents the Debtors in their restructuring efforts.  
When the Company filed for protection from their creditors, they
listed $150,593,000 in total assets and $142,913,000 in total
debts.


E*TRADE: Completes Partial Redemption of 6.75% Convertible Notes
----------------------------------------------------------------
E*TRADE FINANCIAL Corporation (NYSE: ET) announced that it has
completed the partial redemption of $162.5 million in principal
amount of its outstanding 6.75 percent Convertible Subordinated
Notes due 2008. Convertible Note holders, selected in accordance
with the applicable Depository Trust Company procedures, elected
to convert $79.1 million in Notes for 7.2 million in common stock
of E*TRADE FINANCIAL Corporation at a conversion price of $10.925.
The remaining $83.4 million principal amount of Convertible Notes
was redeemed for $86.5 million in cash (including premium and
accrued and unpaid interest in accordance with the terms of the
Convertible Notes).

                   About E*TRADE FINANCIAL

The E*TRADE FINANCIAL family of companies provide financial
services including brokerage, banking and lending for retail,
corporate and institutional customers.  Securities products and
services are offered by E*TRADE Securities LLC (Member NASD/SIPC).  
Bank and lending products and services are offered by E*TRADE
Bank, a Federal savings bank, Member FDIC, or its subsidiaries.

                    *       *       *

As reported in the Troubled Company Reporter's January 16, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
E*TRADE Financial Corp. and its subsidiaries, including its 'B+'
long-term counterparty credit rating on E*TRADE Financial Corp.,
on CreditWatch with developing implications.

The CreditWatch listing was the result of E*TRADE's announcement
confirming that it was engaged in discussions with Toronto
Dominion Bank regarding a possible acquisition by E*TRADE of
Toronto Dominion's retail securities brokerage subsidiary, TD
Waterhouse.


ENRON: Court Gives Go-Ahead to Enter into EBL Deed of Indemnity
---------------------------------------------------------------
On January 25, 2002, Enron Bahamas LNG Ltd., a Cayman
Islands company, filed a petition before the Grand Court of the
Cayman Islands.  That same day, the Cayman Court entered an
order, among other things, appointing George Theodore Lanyon
Bullmore and Simon Lovell Clayton Whicker of KPMG in the Cayman
Islands as EBL's Joint Provisional Liquidators.

Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
explains that the Cayman Petition was presented and the JPLs were
appointed in the Cayman Islands to ensure a better realization of
the business and affairs of EBL under the supervision of the
Cayman Court, in accordance with the laws of Cayman.

For strategic purposes, Management determined that since EBL is
registered in the Cayman Islands, had no U.S. creditors and no
U.S. assets, the filing of a petition for winding up and
appointment of provisional liquidators in the Cayman Islands was
all that was necessary to protect and sell EBL's assets.

According to Ms. Gray, the stay of all proceedings granted in
conjunction with the Cayman Order intended to provide a period
during which EBL could make arrangements for an orderly sale
process that would allow for the maximum realization of its
assets while protecting its ongoing business.  Therefore, the
predominant purpose for which the provisional liquidation was
sought was to afford EBL a breathing space and preserve their
rights under the various agreements to enable them to assign or
dispose of the same in the interests of their creditors and
shareholder while simultaneously providing any assignee with the
comfort of a court order approving that assignment or sale.

Ms. Gray reports that the provisional liquidation proceedings
have been successful.  Collectively, along with certain Enron
companies, the sale process has realized $11,000,000 in initial
consideration with the potential to receive deferred
consideration of $25,000,000 in the event of certain construction
milestones being reached.

                        Deeds of Indemnity

Provisional liquidation, carried out by joint provisional
liquidators, is the nearest equivalent in the Cayman Islands to
the U.K. administration procedure or Chapter 11 in the United
States.  These proceedings have been used previously in the
Cayman Islands on a number of occasions to effect a
reorganization and restructuring of a company while permitting
its management to retain its executive authority subject to the
supervision of joint provisional liquidators.

In accordance with the laws of the Cayman Islands, a JPL has a
right of indemnity and is entitled to be paid out of the assets
of the company that is in provisional liquidation.  Therefore, a
liquidator will check the available assets of the company prior
to accepting an appointment.  Where assets are insufficient or
where there are no assets, the liquidator may accept an
appointment if its fees are guaranteed and an indemnity is
provided by an interested party.  

Ms. Gray informs Judge Gonzalez that the JPLs accepted their
appointments with the expectation that their fees would be paid
by the entity itself or, alternatively, by Enron Corp.  EBL had
no cash and only intangible assets at the time of the appointment
of the JPLs so there was uncertainty at the time of appointment
as to whether these assets could be realized and, if realized,
whether the price received would be sufficient to pay creditors
and the liquidation costs.  As a result, upon appointment, the
JPLs had a reasonable expectation of receiving an indemnity from
Enron as the ultimate parent of EBL.

The deed of indemnity pertaining to EBL is between Enron and the
JPLs.  In consideration of the JPLs agreeing to accept their
appointment as Joint Provisional Liquidators, the Deed of
Indemnity, among other things, provides that:

   (a) Enron "indemnify, (as an administrative expense in its
       Chapter 11 proceedings) the [JPLs] in full against all
       reasonable costs, charges and expenses which shall have
       been approved by the [Cayman Court] of, incidental to,
       and consequent upon, and all liabilities arising out of
       or in connection with said winding up including the costs
       of any proceedings to be taken by them, so far as the
       assets of [EBL] shall not be liable for the same; or if
       liable therefor, so far as the assets of [EBL] (after
       providing for any debts or liabilities which by law are
       payable in priority to the costs, charges, expenses and
       liabilities hereby guaranteed) shall be insufficient to
       satisfy the same"; and

   (b) Enron keep the JPLs "and their partners now or in
       the future and their personal representatives estates and
       effects at all times fully indemnified (as an
       administrative expense in its Chapter 11 proceeding)
       against all actions, proceedings, claims and reasonable
       costs arising out of any act, matter or thing done by the
       [JPLs] in the proper performance of their duties as
       Liquidators of [EBL] in accordance with applicable law,
       or any act specifically done in accordance with any
       direction, instruction or request of [Enron], provided
       always that this deed of indemnity shall not apply if and
       to the extent that the action, proceeding, claim and/or
       costs in question arises out of, or is attributable to,
       any negligence, willful misconduct, bad faith, breach of
       fiduciary duty, breach of faith or self-dealing on the
       part of the [JPLs] or any of their assistants or agents,
       and provided that full details of such actions,
       proceedings, claims and costs shall have been provided to
       [Enron]."

Enron's total liability under the Deed of Indemnity is limited to
$5,500,000, which constitutes the value of EBL assets.  The Deed
of Indemnity is limited to those claims notified to Enron within
six months from the conclusion of the Cayman proceedings.

Ms. Gray relates that the Deed of Indemnity was proposed,
negotiated and entered into by all parties without collusion, in
good faith and from arm's-length bargaining positions.  The
Creditors Committee and the U.S. Trustee do not object to the
approval of the Deed of Indemnity.

Pursuant to Sections 105 and 363 of the Bankruptcy Code, Enron
sought and obtained the Court's authority to enter into the Deed
of Indemnity in favor of EBL's JPLs. (Enron Bankruptcy News, Issue
No. 109; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL CORP: John A. Levin Discloses 5.4% Stock Interest
---------------------------------------------------------------
John A. Levin Co., Inc. and John A. Levin, beneficially own
1,588,450 shares of the common stock of Federal-Mogul Corporation,
representing 5.4% of the outstanding common stock of Federal-
Mogul. This percentage is based on the 29,443,124 shares of common
stock reported as outstanding as of November 11, 1993, reflected
in the Company's quarterly report filed with the Securities and
Exchange Commission by the Company for the quarter ended September
30, 1993.

The Levin Company and Mr. Levin have sole power to vote, or to
direct the vote of, and sole power to dispose of, or to direct the
disposition of, 28,000 such shares.  The entities hold shared
voting powers over 1,056,300 shares and shared dispositive powers
over 1,560,450 shares.

By virtue of John A. Levin's positions as President, Director and
sole shareholder of Levin, Mr. Levin may be deemed the beneficial
owner of the 1,588,450 shares owned by Levin's investment advisory
clients.  By virtue of these positions, Mr. Levin may also be
deemed to have the shared power to vote, or to direct the vote of
1,056,300 shares owned by Levin's investment advisory clients, and
Mr. Levin may be deemed to have the shared power to dispose, or to
direct the disposition of, the 1,560,450 shares owned by Levin's
investment advisory clients.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- <http://www.federal-mogul.com/>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 Oct. 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


FLEMING: Wants Court Nod To Pay Exit Facility Due Diligence Fees
----------------------------------------------------------------
The Fleming Companies, Inc. Debtors recently obtained commitment
from General Electric Capital Corporation to provide up to
$250,000,000 in exit financing facility.  The Debtors need the
Exit Facility to pay amounts owing under their prepetition credit
facility, and as working capital post-confirmation to fund the
obligations of the Post-Confirmation Trust and the Reclamation
Creditors Trust.

The Debtors want to start the process of finalizing the Exit
Facility documents so that the effective date of their Third
Amended Plan can occur shortly after confirmation.  To proceed
with the process and complete GE Capital's due diligence, GE
Capital has required the Debtors to pay certain fees and expenses
before it can proceed.

In consideration of its commitment to provide the Exit Facility,
GE Capital requires the Debtors to pay:

   -- a $1,125,000 commitment fee;

   -- a $125,000 arrangement fee; and

   -- a $375,000 Expense Deposit, which will be used to offset
      expenses GE Capital incurred or will incur in negotiating
      and drafting the Exit Facility and completing its due
      diligence.

Against this backdrop, the Debtors seek the Court's permission to
pay the Fees.  The Debtors further note that the terms of the
Exit Facility as set forth in the Letter Agreement will be
approved in connection with the Plan.

The Official Committee of Unsecured Creditors supports the
request.

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


FOOTMAXX HOLDINGS: Equity Deficit Tops $13.8MM at March 31, 2004
----------------------------------------------------------------
Footmaxx Holdings Inc., a Canadian owned company and one of
North America's leading suppliers of corrective foot orthotics
and diagnostic systems announces that:

During the first quarter of 2004, the Company continued to face
the challenges created by a strengthening Canadian dollar and a
soft market demand for orthotics and associated orthotic ordering
systems. Revenues were $3,088,304, 18.5% below prior year
revenues of $3,788,318. The Company implemented cost reduction
plans late in 2003 and early in 2004 to offset the softer demand
and the unfavorable foreign exchange situation. As a result,
EBITDA for the first quarter improved by $29,763, from $401,495
in 2003 to $431,258 in 2004. Net income improved from a loss of
$181,177 for the first quarter of 2003 to a loss of $126,652 in
2004, an improvement of $54,525.

At March 31, 2004, Footmaxx Holdings Inc.'s balance sheet shows a
total shareholders' deficit of $13,804,115 compared to a deficit
of $13,677,462 at December 31, 2003.

                  Overall Performance

During the first quarter of 2004, the Company continued to face
the challenges created by a strengthening Canadian dollar and a
soft market demand for orthotics and associated orthotic ordering
systems. Revenues were $3,088,304, 18.5% below prior year
revenues of $3,788,318. The Company implemented cost reduction
plans late in 2003 and early in 2004 to offset the softer demand
and the unfavorable foreign exchange situation. As a result,
EBITDA for the first quarter improved by $29,763, from $401,495
in 2003 to $431,258 in 2004. Net income improved from a loss of
$181,177 for the first quarter of 2003 to a loss of $126,652 in
2004, an improvement of $54,525.

                 Results of Operations

Revenues

Revenues for the first quarter of 2004 decreased $700,014, from
$3,788,318 in Q1 2003 to $3,088,304 in Q1 2004, a decrease of
18.5%. The decline in the value of the US dollar, the currency in
which Footmaxx transacts a majority of its business cost the
Company $281,000 or 7.4% of revenues versus those achieved in the
same period of 2003. The weak demand for orthotics in the North
American market was responsible for a further 7.1% decrease in
revenues and weak sales of the Company's orthotic ordering
computer systems contributed another 4.0% decrease in revenues.

The revenues in Canada for Q1 2004 were 14.7% below revenues in
Canada for 2003. There was a 20.8% decrease in revenues from the
International business two thirds of which was due to the
unfavorable foreign exchange situation. January and February of
2004 were unusually soft due to the weak North American economy.

Gross Profit

Gross Profit for the first quarter of 2004 decreased $414,801 or
18.7% from $2,214,805 in 2003 to $1,800,004 in the first quarter
of 2004. The unfavorable net impact of the strengthening Canadian
dollar on gross profit was approximately $210,000. The balance of
the decrease was due to the volume decrease in orthotics and
associated orthotic ordering systems.

Canadian gross profit decreased 6.0% due to the volume decrease.
Gross profit in the International business was impacted by the
foreign exchange rates and a volume reduction as discussed above.

Operating Expenses

Selling and administrative expenses decreased $424,572 or 27.2%
during the first quarter of 2004. The favorable effect of the
stronger Canadian dollar reduced US sales expenses by
approximately $62,000. The balance of the $140,000 reduction in
US sales expenses is related to a restructuring done in late 2003
and lower commissions paid due to the lower than expected sales
volume. The reduction in Canadian Sales expense was also related
to the restructuring and the lower sales volume. Marketing
expense savings were due to reduced reproduction and advertising
costs. Finance and administrative expenses decreased mainly due
to a reduction in headcount as part of the restructuring.

Research and development expenses decreased by $19,992 or 7.9%
from $252,248 in Q1 2003 to $232,256 in Q1 2004. This was also
the result of cost reduction efforts in the first quarter.

Net Loss

Net loss for the first quarter of 2004 was $126,652 which is a
$54,525 improvement compared to the $181,177 net loss for the
same period of 2003. The approximately $454,000 cost saving in
fixed expenses more than offset the decrease of $414,000 in gross
profit caused by the unfavorable exchange situation and the
decrease in volumes.

EBITDA

Earnings before interest, taxes, depreciation and amortization
for 2003 increased by $29,763 from $401,495 in Q1 2003 to
$431,258 in the first quarter of 2004. The $414,805 decrease in
gross profit was more than offset by the cost reductions in fixed
expenses. EBITDA has been used by the Company historically to
measure the cash flow profit generated by operations. EBITDA is
also used in calculating some of the Company's debt covenants for
the Royal Bank line of credit and the Penfund loan.

Cash Flow

Cash flow for the first quarter of 2004 was positive $39,474.
During the quarter, the Company reduced its bank debt by $90,000
and its long term debt by $222,000. Management believes that the
positive cash flow trend should continue and the Company will be
should able to meet all of its obligations in a timely manner, as
it is currently doing. Collections of account receivable remained
good with average days outstanding at 39 days at the end of the
first quarter.

Capital Expenditures

The Company made investments in capital assets in the amount of
$62,666 that were related mainly to the equipment pool to meet
demand from trial, loaner and rental systems customers. These
investments will support increases in the orthotic volumes.

Debt Covenants

During the first quarter of 2004, the Company achieved all of the
Royal Bank covenants but was in violation of the EBIT related to
the Penfund covenant. Penfund has provided the Company with a
letter of waiver.

                  2004 Financial Outlook

The restructuring measures that the Company put in place in late
2003 have been very successful as the cost savings have been able
to more than offset the decrease in revenues and the unfavorable
foreign exchange situation. During the next few quarters, the
Company anticipates that the volumes of custom orthotics should
improve which would lead to improved financial results.

                      About the Company

Footmaxx produces and globally markets high quality,
state-of-the-art foot orthotics. Footmaxx's proprietary software
uses advanced computer techniques to produce individually
prescribed and technologically superior foot orthotics which
reduce foot, knee, hip and lower back pain and enhance both the
comfort and performance level of the wearer. For more information
on Footmaxx visit http://www.footmaxx.com/


FOREST OIL: Appoints Robert Wofford as VP -- Oil & Gas Marketing
----------------------------------------------------------------
Forest Oil Corporation (Forest) (NYSE:FST) announced the
appointment of Robert B. (Blaine) Wofford as Vice President -- Oil
& Gas Marketing.

In this position, Mr. Wofford will be responsible for all aspects
of Forest's U.S., Canadian and international oil and gas marketing
activities.

Mr. Wofford brings with him over twenty years of experience in
operations management and gas marketing. He has worked with Oryx
Energy, where he was in charge of gas plant operations, as well as
Oryx Gas Marketing Company, Producers Energy Marketing and its
successor, Cinergy. He worked most recently with Devon Energy
Corporation, where he held the position of Manager -- Gas
Marketing and Supply, where he was in charge of marketing 2 Bcfe/d
of gas production. Mr. Wofford attended Southwestern Oklahoma
State University and Amber University in Dallas, Texas.

This position was reorganized to report to H. Craig Clark,
President and Chief Executive Officer. Mr. Clark stated: "The
leadership abilities possessed by Blaine will provide strength to
Forest. He has extensive experience in both marketing and mid-
stream operations. This organizational change is part of the
ongoing restructuring that began in 2003 to enable us to execute
our 4-point game plan."

                        About the Company

Forest Oil Corporation is engaged in the acquisition, exploration,
development, and production of natural gas and crude oil in North
America and selected international locations. Forest's principal
reserves and producing properties are located in the United States
in the Gulf of Mexico, Texas, Louisiana, Oklahoma, Utah, Wyoming
and Alaska, and in Canada in Alberta. Forest's common stock trades
on the New York Stock Exchange under the symbol FST. For more
information, visit http://www.forestoil.com/

                           *   *   *

As reported in the Troubled Company Reporter's June 1, 2004
edition, Standard & Poor's Ratings Services said that it lowered
its corporate credit and senior unsecured debt ratings on Forest
Oil Corp. to 'BB-' from 'BB'.

Standard & Poor's also lowered its senior secured bank loan rating
on Forest's credit facility due 2005 to 'BB' from 'BB+' and
assigned a recovery rating of '1' to the facility.

All of the ratings were removed from CreditWatch where they were
placed with negative implications on Jan. 27, 2004. The outlook is
stable.

The ratings downgrade on Forest reflects the company's increasing
dependence on acquisitions to offset its faltered frontier
development strategy, its high operating cost structure relative
to its peers, and its debt leverage that is not commensurate with
an acquire-and-exploit  strategy.
     
Forest refocused its strategy away from more-risky exploration
projects to acquiring less-risky producing properties,
concentrating on three core geographic areas of production, the
Gulf of Mexico, south Texas/Permian Basin, and Canada.


FORT HILL: Wants to Employ Hanify & King as Bankruptcy Counsel
--------------------------------------------------------------
Fort Hill Square Associates and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Massachusetts, Eastern
Division, for authority to retain Hanify & King, Professional
Corporation as their counsel in their chapter 11 proceedings.  

The Debtors choose Hanify & King due to its substantial experience
and extensive knowledge of debtor's representation in proceedings
under the Bankruptcy Code.

Hanify & King will:

   a) advise the Debtors with respect to its rights, powers and
      duties as debtors-in-possession in the continued conduct
      of their Chapter 11s and the management of their assets;

   b) advise the Debtors with respect to any plan proposed by
      the Debtors and any other matters relevant to the
      formulation and negotiation of a plan or plans of
      reorganization in these cases;

   c) represent the Debtors at all hearings and matters
      pertaining to their affairs as debtors and debtors-in-
      possession;

   d) prepare on the Debtors' behalf all necessary and
      appropriate applications, motions, answers, orders,
      reports, and other pleadings and other documents, and
      review all financial and other reports filed in these
      chapter 11 cases;

   e) review and analyze the nature and validity of any liens
      asserted against the Debtors' property and advise the
      Debtors concerning the enforceability of such liens;

   f) advise the Debtors regarding their ability to initiate
      actions to collect and recover property for the benefit of
      the estate;

   g) advise and assist the Debtors in connection with any
      potential property dispositions;

   h) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections
      and lease restructurings and recharacterizations;

   i) review and analyze various claims of the Debtors'
      creditors and the treatment of such claims and the
      preparation, filing or prosecution of any objections
      thereto;

   j) commence and conduct any and all litigation necessary or
      appropriate to assert rights held by the Debtors, protect
      assets of the Debtors' Chapter 11 estates or otherwise
      further the goal of completing the Debtors' successful
      reorganization other than with respect to matters to which
      the Debtors retain special counsel; and

   k) perform all other legal services and provide all other
      necessary legal advice to the Debtors as debtors-in-
      possession which may be necessary herein.

Harold B. Murphy, Esq., shareholder of Hanify & King, reports that
the firm will charge for its legal services in its ordinary and
customary hourly rates but failed to disclose the rates in his
affidavit.

In the one-year period prior to the Petition Date, the Debtors
paid Hanify & King approximately $166,000 for restructuring advice
and services rendered. As of the Petition Date, Hanify & King held
a $200,000 retainer.

Headquartered in Boston, Massachusetts, Fort Hill Square
Associates, manages and develops One International Place that
consists of two separate but interconnected office towers
consisting of over 1.8 million square feet. The Company filed for
chapter 11 protection on May 7, 2004 (Bankr. Mass. Case No. 04-
13855).  Alex M. Rodolakis, Esq., at Hanify & King represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed both estimated
assets and debts of over $100 million.


FOSTER WHEELER: Subsidiary Wins CSPC Contract in China
------------------------------------------------------
Foster Wheeler Ltd. (OTCBB:FWLRF) is pleased to announce that its
subsidiary Foster Wheeler International E&C (Shanghai) Company
Limited has been awarded a Professional Services Contract by CSPC
(China National Offshore Oil Corporation (CNOOC) and Shell
Petrochemicals Company Limited). CSPC is a joint venture of Shell
Nanhai BV with 50 per cent shareholding and CNOOC Petrochemicals
Investment Limited (CPIL), also with 50 per cent. CPIL is owned by
CNOOC (90%) and the Guangdong Investment & Development Company
(10%). CSPC is currently implementing the construction of the $4.3
billion Nanhai Petrochemicals Complex in Guangdong in the People's
Republic of China.

Under this contract, Foster Wheeler will provide technical support
services for at least the next two years, undertaking process,
engineering and economic evaluations connected to the CSPC Nanhai
Petrochemicals Project. The company will record bookings at the
time when orders are received from the client.

Jim Gibson, general manager of Foster Wheeler's E&C Group China
Operations, stated, "I believe CSPC's continued confidence in
Foster Wheeler demonstrates our valued input to the current CSPC
Nanhai Petrochemicals Project. This new contract allows us to
provide continued local and international support to CSPC in the
realization of its business goals at Daya Bay."

Foster Wheeler, working with its BSF consortium partners, Bechtel
Petroleum & Chemical of the United States and Sinopec Engineering
Inc. (SEI) of China, is also the project management contractor for
the implementation phase of the CSPC Nanhai Petrochemicals
Project. This includes the management of the EPC and EP contracts,
performing the EPC of a significant part of the general
facilities, off-sites and utilities and the management of all site
integration and interfaces.

Active in China since 1972, Foster Wheeler currently has around
700 staff working in China. It has offices in Shanghai and Beijing
as well as a manufacturing facility in Xinhui, Guangdong Province.

                      About Foster Wheeler

Foster Wheeler Ltd. -- whose December 26, 2003 balance sheet shows
a total shareholders' deficit of $872,440,000 -- is a global
company offering, through its subsidiaries, a broad range of
design, engineering, construction, manufacturing, project
development and management, research and plant operation services.
Foster Wheeler serves the refining, oil and gas, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries. The corporation is based in Hamilton, Bermuda, and its
operational headquarters are in Clinton, New Jersey, USA. For more
information about Foster Wheeler, visit http://www.fwc.com/


FOURTH AND WASHINGTON: Creditors Meet with US Trustee on June 10
----------------------------------------------------------------
The United States Trustee will convene a meeting of Fourth and
Washington LLC's creditors at 11:00 a.m., on June 10, 2004 in Room
6353 at Thomas F. Eagleton U.S. Courthouse, 111 South Tenth
Street, Sixth Floor, St. Louis, Missouri 63102.  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 Clayton, Missouri, Fourth and Washington LLC
operates a hotel. The Company filed for chapter 11 protection on
May 3, 2004 (Bankr. E.D. Miss. Case No. 04-45890).  Randall F.
Scherck, Esq., at Lathrop and Gage, L.C., represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $16,000,000 in total assets and
$12,500,000 in total debts.


GLOBAL CROSSING: Court Disallows 39 Tax Claims
----------------------------------------------
At Reorganized Global Crossing Ltd.'s request, Judge Gerber
disposes of 39 tax claims on various grounds.  These Tax Claims
include:

Claimant      Claim No.    Amount   Grounds         Disposition
--------      ---------    ------   -------         -----------
Adams County     1867    $419,542   Claim No. 1867  Disallowed
Treasurer                           was amended     and expunged
Helen Hill                          and superseded  in its
                                    by Claim No.    entirety
                                    11014, for
                                    $287,266,
                                    which GX has
                                    paid

Arapahoe         2876      12,215   Amended and     Disallowed
County                              superseded by   and expunged
Treasurer                           Claim No.       in its
                                    11019 for       entirety
                                    $3,748

Commonwealth    10317   1,038,390   Claimant has    Disallowed
of Pennsylvania                     agreed to       and expunged
Dept. of                            withdraw the    in its
Revenue                             Claim.          entirety

Commonwealth    10321     123,407   Claimant has    Disallowed
of Pennsylvania                     agreed to       and expunged
Dept. of                            withdraw the    in its
Revenue                             Claim.          entirety

Commonwealth    10322      34,737   Claimant has    Disallowed
of Pennsylvania                     agreed to       and expunged
Dept. of                            withdraw the    in its
Revenue                             Claim.          entirety

Commonwealth    10324      20,334   Claimant has    Disallowed
of Pennsylvania                     agreed to       and expunged
Dept. of                            withdraw the    in its
Revenue                             Claim.          entirety

Commonwealth    10325   1,747,166   Claimant has    Disallowed
of Pennsylvania                     agreed to       and expunged
Dept. of                            withdraw the    in its
Revenue                             Claim.          entirety

Indiana         10965     161,515   Amended and     Disallowed
Dept. of                            superseded by   and expunged
Revenue                             Claim No.       in its
                                    11085 for       entirety
                                    $17,988,
                                    which GX has
                                    already paid

Indiana           736     103,491   Corporate       Disallowed
Dept. of                            income tax      and expunged
Revenue                             portion is      in its
                                    inconsistent    entirety
                                    with GX's
                                    books and
                                    records

Jefferson         148     113,609   Amended and     Disallowed
County                              superseded      and expunged
Treasurer                           by Claim No.    in its
                                    11124 for       entirety
                                    $56,882

Los Angeles     11100     302,225   GX agrees to    Claim capped
County                              satisfy the     at $302,225,
Treasurer and                       delinquent      which GX
Tax Collector                       taxes owed,     agrees to pay
                                    but objects to
                                    any interest &
                                    penalties
                                    assessed in
                                    addition to the
                                    specified claim
                                    amount

New Jersey        722     960,000   Amended and     Disallowed
Dept. of                            superseded by   and expunged
Treasury,                           Claim No.       in its
Taxation                            11113           entirety
Division

New Jersey        723   2,033,642   Amended and     Disallowed
Dept. of                            superseded by   and expunged
Treasury,                           Claim No.       in its
Taxation                            11113           entirety
Division

Sacramento      10997     318,782   GX agrees to    Claim capped
Tax Collector                       satisfy the     at $318,782,
                                    delinquent      which GX
                                    taxes owed,     agrees to
                                    but objects to  pay
                                    any interest
                                    and penalties
                                    assessed in
                                    addition to
                                    the specified
                                    claim amount.

Uvalde County     141      23,899   Amended and     Disallowed
Appraisal                           superseded by   and expunged
District                            Claim No.       in its
                                    11097 for       entirety
                                    $42,205, which
                                    GX has already
                                    paid

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

GMACM: Fitch Rates Series 2004-J2 Classes B-1 & B-2 at Low-Bs
-------------------------------------------------------------
Fitch rates GMACM's $400 million mortgage pass-through
certificates, series 2004-J2, as follows:

               --$388.9 million classes A-1 - A-12, PO, IO, R-I
                 and R-II 'AAA';
               --$5,808,700 class M-1 'AA';
               --$2,403,600 class M-2 'A';
               --$1,402,100 class M-3 'BBB';
               --$801,200 privately offered class B-1 'BB';
               --$600,900 privately offered class B-2 'B'.

The privately offered class B-3 certificates are not rated by
Fitch.

The 'AAA' rating on the senior certificates reflects the 2.90%
subordination provided by the 1.45% class M-1 certificate, 0.60%
class M-2 certificate, 0.35% class M-3 certificate, 0.20%
privately offered class B-1 certificate, 0.15% privately offered
class B-2 certificate and 0.15% privately offered class B-3
certificate. The ratings on the class M-1, M-2, M-3, B-1, and B-2
certificates are based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral and the strength of
the legal and financial structures and GMAC Mortgage Corporation's
servicing capabilities as servicer.

As of the cut-off date, the trust consists of one group of 875
conventional, fully amortizing 30-year fixed-rate, mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $400,600,682.
The average unpaid principal balance as of the cut-off date is
$457,829. The weighted average original loan-to-value ratio (OLTV)
is 69.75%. The weighted average FICO score for the pool is 730.
Rate/Term and Cash-out refinance loans represent 46.56% and 22.03%
of the loan pool, respectively. The states that represent the
largest portion of the mortgage loans are California (22.56%),
Massachusetts (18.27%), New Jersey (7.89%), Illinois (7.01%) and
Michigan (5.19%). All other states represent less than 5%
concentration of the total mortgage pool.

The loans were sold by GMAC Mortgage Corporation to Residential
Asset Mortgage Products, the depositor. The depositor, a special
purpose corporation, deposited the loans in the trust, which then
issued the certificates. For federal income tax purposes,
elections will be made to treat the trust fund as two real estate
mortgage investment conduits.


GRIDSENSE SYSTEMS: March 31 Balance Sheet Upside Down by C$1.12MM
-----------------------------------------------------------------
GridSense Systems Inc. (TSXV: GSN) reports a net profit of
C$20,133, for its third quarter ended March 31, 2004, versus a
loss in the same period last year of C$402,113. For the
nine-months of this financial year ending 31.March.2004,
GridSense reported a net loss of C$455,141, versus a net loss of
C$1,263,983 for the same period in the last financial year or a
narrowing of 64%.

Consolidated sales of C$1,004,161 for this third quarter
represent an increase of 16% over the C$867,253 from the same
period of the last financial year. However, year-to-date, through
the end of this third quarter, consolidated sales of C$2,401,218
reflect a 30% increase from consolidated sales of C$1,851,184 for
the same period in the prior financial year.

This third quarter's total operating expenses of C$588,290, were
28% lower than same period expenses of C$819,753 last year. For
the nine-months ended 31.March.2004, total operating expenses were
C$1,881,416 or 17% less than the C$2,253,890 posted in the
nine-month period ending 31.March.2003. For the nine-months
ending 31.March.2004, selling and administrative expenses were
reduced 38% to C$432,762 from C$699,444 over last year.

"The Company's consistent improvement is a direct result of
several key initiatives: Prudent cost controls, the refocusing of
our sales force and engineering departments on our core profitable
products, and selective new territory expansion. We are well
positioned for our LineTracker and PowerMonics product lines to
contribute substantially to sales and earnings in future periods."

Gross margins remain above 50%, in-line with short term targets.
As GridSense accelerates the outsourcing of key components and
sub-assemblies to lower cost of manufacturing centers in Asia,
management expects gross margins to increase significantly in the
medium and long term. Cashflow has also improved at the company,
primarily due to higher gearing with trade creditors and
suppliers. Collection of trade receivables remain well in
control.

"Our marketing and sales focus has been to develop selective new
markets where there is strong demand for our solutions at higher
price levels such as in North America, parts of Asia, the UK and
Europe -- while still maintaining our dominant market performance
in the Australian market. The combination of healthy gross margins
and efficient utilization of overheads underscores a strong
profitability structure that management expects will be
sustainable through the medium and long term."

At March 31, 2004, GridSense Systems Inc.'s balance sheet shows a
shareholders' deficit of C$1,122,379.

                About GridSense Systems Inc.

GridSense designs and markets its cost-effective LineTracker and
PowerMonic monitoring systems mainly to electric utilities and
heavy industries, worldwide. Electric companies deploy these
systems primarily in metropolitan, suburban, and rural
electricity grids for the detection, prevention, and mitigation
of disturbances and irregularities in the supply of electricity.
These smart monitoring systems also detect power quality and
reliability problems in advance, and are used by electric
companies for infrastructure planning and operations. Through its
wholly owned subsidiaries in Australia, CHK GridSense Pty Ltd.
and GridSense Inc in USA, GridSense has been serving a growing
base of customers for over 25 years, and currently in
Australasia, North America, and Western Europe. GridSense is a
reporting issuer in British Columbia and Alberta and trades on
the TSX Venture Exchange under the symbol "GSN".


GRUPO IUSACELL: Misses $24.9 Million Bond Interest Payment
----------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (NYSE: CEL; BMV) announced that it
did not make the US$24.9 million interest payment corresponding to
the 14.25% bond of US$350 million due in 2006.

On the other hand and regarding the press release dated May 28, in
which the Company informed about the nonpayment of the first
amortization of the principal of the Amended and Restated Senior
Secured Loan Agreement of US$266 million, the Company wants to
clarify that it referred to the Credit Agreement dated March 29,
2001(Syndicated Loan) executed by its main subsidiary, Grupo
Iusacell Celular, S.A. de C.V.

The company continues to work in it debt restructuring process and
the debt restructure of Grupo Iusacell Celular and subsidiaries.

                       About Iusacell

Grupo Iusacell, S.A. de C.V. (NYSE: CEL; BMV) is a wireless
cellular and PCS service provider in seven of Mexico's nine
regions, including Mexico City, Guadalajara, Monterrey, Tijuana,
Acapulco, Puebla, Leon and Merida. The Company's service regions
encompass a total of approximately 92 million POPs, representing
approximately 90% of the country's total population.


HAYES LEMMERZ: Twenty Creditors Agree To Reduce Claims
------------------------------------------------------
Twenty creditors have voluntarily agreed with the Reorganized
Hayes Lemmerz International, Inc. Debtors that their claims should
be reduced to these amounts:

                                              Claim     Reduced
   Creditor                      Claim No.    Amount    Amount
   --------                      ---------    ------    ------
   Alfe Heat Treating, Inc.         129       $81,144   $74,532
   Paex Precision Technologies     2953        34,417    15,693
   ATS Technologies                 320        18,122     4,098
   Blarney Castle Oil Co.          2423        21,757     8,573
   Carlton-Bates Co.               1774        29,475    19,378
   Erickson Inc.                   3136        13,020     3,384
                                   3129         9,400         0
                                   3133         2,720         0
                                   3132         2,205         0
                                   3130         1,650         0
                                   3131         1,295         0
                                   3134         1,112         0
                                   3135           925         0
   Fame Industries, Inc.           4124        13,791     2,991
   Five Star Gas & Gear            2529        19,666    14,449
   JCI Industries, Inc.            1852        21,446    16,046
   Keller Rigging & Construction    329        58,223    31,440
   Maintech Resources, Inc.        1558        26,440     9,266
   Metal Technologies, Inc.        1490       152,937   140,620
   Mold-Ex Rubber Co.              2590        74,382    63,307
   Momentum Industries, Inc.        432       157,084   142,131
   Petron Corporation              2860        38,500    25,960
   Safety Today, Inc.              2093        13,779     4,092
   F.P. Miller Company             1216        31,550     5,845
   Smithers Quality Assessments    2058        16,268    13,508
                                   2057         2,336         0
                                   2059         1,903         0
   Thierica Automation Group       2975        14,915         0
                                   2976         5,346         0
                                   2977         1,162         0
                                   2978         1,032         0
   Versatile Fabrication           1744        31,623    19,248

J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Chicago, Illinois, informs the Court that the Reorganized
Debtors will forward the signed reduction of proof of claim forms
to the claims agent and the claims agent will amend the claims
register to reflect the reduced amounts. (Hayes Lemmerz Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


HERITAGE ORGANIZATION: Has Until June 14 to File Schedules
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, gave The Heritage Organization LLC more time to
file its schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  The Debtor has until
June 14, 2004 to file their Schedules of Assets and Liabilities
and Statement of Financial Affairs.

Headquartered in Dallas, Texas, The Heritage Organization, L.L.C.,
filed a chapter 11 protection on May 17, 2004 (Bankr. N.D. Tex.
Case No. 04-35574).  Cynthia Williams Cole, Esq., at Neligan
Tarpley Andrews & Foley, L.L.P., represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed both estimated debts and assets of over
$10 million.


KAISER ALUMINUM: Court Affirms Termination of Retiree Benefits
--------------------------------------------------------------
Kaiser Aluminum said that, in a hearing on June 1, the U.S.
Bankruptcy Court for the District of Delaware issued a ruling that
has the net effect of confirming the previously announced May 31
termination date of certain existing retiree benefit programs such
as medical coverage and life insurance.

Union and salaried retirees whose benefits are terminated are
being provided with alternative benefits under COBRA or newly
formed Voluntary Employee Beneficiary Associations (VEBAs).

Such changes were previously agreed with the United Steelworkers
of America (USWA), certain other unions, and the committee
representing the interests of salaried retirees.

At the same time, the Court also ruled that the Unsecured
Creditors' Committee (UCC) would have the right to direct the
company to terminate those agreements if Kaiser and the UCC have
not signed -- and filed a Court motion requesting approval of -- a
separate Intercompany Settlement by June 30, 2004. As more fully
discussed in Kaiser's Form 10-Q for the first quarter of 2004, the
Intercompany Settlement is intended to resolve prepetition and
postpetition intercompany claims.

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.


KENNEDY MANUFACTURING: Retains CB Richard as Real Estate Agent
--------------------------------------------------------------
Kennedy Manufacturing Company and its debtor-affiliates want
approval from the U.S. Bankruptcy Court for the Northern District
of Ohio, Western Division, of their application to employ Sturges,
Griffin, & Trent & Co., doing business as CB Richard
Ellis/Sturges, as their real estate agent.

In order to reduce its operating costs and take advantage of the
excess space in its manufacturing facilities in Van Wert, the
Debtors consolidated the manufacturing operations of MarkHon with
Kennedy's operations in Van Wert.

As a result of the change in the manufacturing location of
MarkHon, the Wabash Facility has remained vacant and unused by the
Debtors since year-end 2003. The Debtors do not believe that the
Wabash Facility is necessary for the reorganization of their
businesses. For this reason, MarkHon seeks to sell the Wabash
Facility.

The Debtor requests the Court to authorize the employment and
retention of CB Richard as its real estate broker in connection
with the Wabash Facility sale because the firm is disinterested,
experienced, and has significant background with the sale and
leasing of manufacturing facilities like the Wabash Facility.

CB Richard will:

   (i) represent the Debtor as Selling Agent in the marketing
       and sale of the Wabash Facility;

  (ii) provide consulting services and sales assistance to the
       Debtor regarding a sale of the Wabash Facility; and

(iii) perform all other necessary and appropriate services in
       connection with any such sale.

CB Richard is willing to perform brokerage services for the Debtor
at a commission rate of 6% of the sale price of the Wabash
Facility if the sale is made without the involvement of a co-
broker by the buyer and at a commission rate of 7% if the sale is
made with the involvement of a buyer's co-broker.

Karen Spake reports that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Van Wert, Ohio, Kennedy Manufacturing Company
-- http://www.kennedymfg.com/-- produces and markets industrial  
tool storage equipment worldwide, including steel tool chests,
roller cabinets, stationary and mobile workbenches, modular
storage cabinets and specialized tool storage.  The Company,
together with three of its affiliates, filed for chapter 11
protection on February 12, 2004 (Bankr. N.D. Oh. Case No.
04-30794).  Richard L. Ferrell, Esq., Timothy J. Hurley, Esq., and
W. Timothy Miller, Esq., at Taft Stettinius & Hollister LLP
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, they listed both
estimated debts and assets of over $10 million.


LIBERTY MEDIA INT'L: Nasdaq "When-Issued" Trading Begins Today
--------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) has been advised by
Nasdaq that "when-issued" trading for Liberty Media International,
Inc. (LMI) will begin on June 2, 2004.  

Shares of LMI's Series A and Series B common stock will trade on
the OTC Bulletin Board under the symbols "LTYAV" and "LTYBV" from
June 2, 2004 through June 7, 2004 (the distribution date).  
Beginning on June 8, 2004, LMI Series A and Series B shares will
begin regular way trading on the Nasdaq National Market under the
symbols "LBTYA" and "LBTYB."

Liberty Media common stock will not trade ex-dividend until after
the June 7, 2004 distribution date.  As a result, any record
holder of Liberty Media common stock that sells its shares after
the June 1, 2004 record date and on or before the date of
distribution will also be selling its right to receive shares of
LMI common stock in the spin off.

Following the spin off, Liberty Media will cease to have any
ownership interest in LMI, and LMI will become an independent
publicly traded company.

LMI is a holding company owning interests in various broadband
distribution and video programming businesses operating
principally in Europe, Japan and Latin America.  These businesses
include UnitedGlobalCom, Inc. (Nasdaq: UCOMA), Jupiter
Telecommunications, Co., Ltd., and Jupiter Programming Co., Ltd.,
and Liberty Cablevision of Puerto Rico, Inc. among others.

                    About the Company
        
Liberty Media Corporation (NYSE: L, LMC.B) is a holding company
owning interests in a broad range of electronic retailing, media,
communications and entertainment businesses classified in four
groups; Interactive, Networks, Tech/Ventures and Corporate.  
Liberty Media's businesses include some of the world's most
recognized and respected brands, including QVC, Encore, STARZ!,
Discovery, IAC/InterActiveCorp, and The News Corporation Limited.

                      *     *     *

As reported in the Troubled Company Reporter's February 9, 2004
edition, Liberty Media Corporation's auditors, KPMG PLC, of
London, England, on May 26, 2003, issued a "going concern" notice
in its Auditors Report of that date.  KPMG cited recurring losses,
a net shareholders deficit and financial restructuring as
contributing causes.


MARKLIN PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Marklin Properties LLC
        c/o Michael Musulin-Statutory Agent
        15770 North Greenway #104
        Scottsdale, Arizona 85260

Bankruptcy Case No.: 04-02566

Chapter 11 Petition Date: May 21, 2004

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Jerry L. Cochran, Esq.
                  Cochran & Dahl, PC
                  2999 North 44th Street #600
                  Phoenix, AZ 85018
                  Tel: 602-952-5300
                  Fax: 602-952-7010

Total Assets: $11,167,619

Total Debts:  $8,355,012

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Muzz Investments, LLC         $106,706 -                $784,512
15770 North Greenway-Hadyen   Planning & zoning
Loop, Suite 104               costs advanced
Scottsdale, AZ 85260          $335,070 -
                              Interest payment
                              accrued on Old
                              Standard Note
                              $300,000

JSM Investments, Inc.         Costs and Expenses          $7,500
                              Advanced


MECKLENBERG/PINEVILLE: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Mecklenberg/Pineville Associates, L.P.
        4101 Centurion Way
        Addison, Texas 75001

Bankruptcy Case No.: 04-36200

Type of Business: The Debtor owns a condominium complex known as
                  Cobblestone Condominiums, located at 3130
                  Devonshire, Plano, Texas 75075.

Chapter 11 Petition Date: June 1, 2004

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsels: Gerrit M. Pronske, Esq.
                   Sheila A. Armstrong, Esq.
                   Kirkpatrick and Lockhart, L.L.P.
                   2828 North Harwood Street, Suite 1800
                   Dallas, TX 75201
                   Tel: 214-939-4900
                   Fax: 214-939-4949

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MDS PROTEOMICS: Will Use CCAA to Implement Reorganization Plan
--------------------------------------------------------------
MDS Proteomics announced a change to its business and financial
strategy.

Over the last year, the company has been evaluating
commercialization strategies to leverage its assets, knowledge,
experience and technology. As a result, the company is changing
its business model to the provision of services to the rapidly
growing fields of biomarker identification, lead optimization and
protein analysis. The company intends to substantially
discontinue its activity in drug discovery and development.

          Biomarker Discovery and Assay Development

MDS Proteomics is collaborating with MDS Pharma Services to
provide a unique end-to-end biomarkers offering for
biopharmaceutical customers. MDS Proteomics will discover protein
biomarkers and provide the technology transfer of these markers to
MDS Pharma Services who will develop validated assays for use in
their clients' pre-clinical trials.

Biomarkers are becoming important elements in drug discovery and
pre-clinical and clinical development because of increasing
financial pressures to improve the economics and productivity of
bringing new drugs to market. Biomarkers can provide objective,
measurable and reliable indicators of drug action and disease
progression and assist pharmaceutical companies in selecting the
best drug candidates. Industry estimates are that the biomarker
products and services industry will grow from US$500 million in
2003 to US$2.9 billion in 2008.

"We intend to devote substantial resources to biomarker
identification and assay development using our expertise, leading-
edge technologies and excellent client relationships," said Anil
Amlani, Executive Vice President & Chief Financial Officer, MDS
Proteomics. "We will provide full protein biomarkers discovery
services that our partner MDS Pharma Services will apply in a
clinical setting."

MDS Proteomics utilizes a gel-free mass spectrometry based
differential analysis platform that has been in operation for over
a year. This platform combines proprietary sample processing,
state of the art mass spectrometry and sophisticated analytical
software to discover biomarkers. The company has utilized this
technology successfully to discover biomarkers related to the
early stages of drug induced kidney damage.

                         Lead Optimization

MDS Proteomics' OptiMol business unit will continue to offer lead
optimization services through its "hybrid" platform that combines
advanced computer-aided molecular modeling with its proprietary
Leadfinder(TM) small molecule-screening platform. This eliminates
the need for assay development and improves the turnaround
significantly. OptiMol is dedicated to providing high value early
stage drug development capabilities to its pharmaceutical and
biotech partners. OptiMol's platform capabilities and multi-
disciplined team can quickly add value to our partners' protein
targets and small molecule leads, advancing them efficiently up
the drug development value chain. Dr. Neil Reid will continue to
lead OptiMol, as its Senior Vice President.

                   Proteomics Analytical Services

MDS Proteomics has launched a proteomics analytical services unit
to provide proteomics services to biotechnology, pharmaceutical
and academic clients. This new unit, Protana Analytical Services,
will focus on identifying and profiling proteins in biological
samples. Protana's high throughput capability incorporates fully
automated gel band cutting, data acquisition and bioinformatics.
Protana has considerable experience in sample processing, offering
a best-in-class service capability that provides rapid turnaround,
mass spectrometry-based protein identification and
characterization, with capacity for over 150,000 gel bands per
year. Dr. Cemal Kuyas has joined MDS Proteomics as Senior Vice
President, Protana. Dr. Kuyas is a protein chemist with over 20
years of experience providing premium quality services to
pharmaceutical clients in Europe and North America.

                          Financial Plan

The change in the company's business model has created the need to
restructure the obligations and capital structure of the company.
The highlights of the proposed plan include:
    
     -  Effective merger of the company and Optimal, which is 50%      
        owned by the company;

     -  Conversion of all existing funded debt into equity in the
        reorganized company;
     
     -  In exchange for CDN $15 million, MDS Inc. will gain access      
        to tax assets and ongoing technology access agreement;

     -  Reorganizing the company to reduce the quarterly net cash
        burn rate to between CDN$2.5-$3.0 million. Following the
        transaction, the reorganized company will employ
        approximately 72 individuals at its offices in Toronto;
        and

     -  Implementation of the new business model to achieve cash
        flow breakeven operations by the end of 2005.

The company will effect the proposed reorganization through a Plan
of Arrangement pursuant to the Companies' Creditors Arrangement
Act. On finalization of the proposed Plan, which has the support
of the company's major creditors and shareholders, it will be
filed with the Ontario Superior Court, and full implementation is
expected by mid-July 2004.

                    About MDS Proteomics

MDS Proteomics offers an integrated platform of superior and
ultra-sensitive mass-spectrometry proteomics technologies -
protein identification, protein interaction mapping, differential
analysis, phosphoprofiling and chemical proteomics - that can be
applied across the entire drug discovery and development process.
MDS Proteomics' combination of world-class experts and
sophisticated technology will ultimately provide the global
medical community - and patients throughout the world - with
leading-edge solutions for the diagnosis and treatment of disease.

For more information on MDS Proteomics, visit the company's
website at http://www.mdsp.com/

                      About MDS Inc.

At MDS Inc., our more than 10,000 highly skilled people provide
enabling products and services for the development of drugs and
the diagnosis and management of disease. We focus on helping to
discover new drugs, assisting doctors to diagnose and treat
patients and preventing the spread of disease. Find out more about
MDS Inc. at http://www.mdsintl.com/ or by calling 1-888-MDS-7222,
24 hours a day.


MED GEN INC: CEO Paul Mitchell Reports 17.86% Equity Stake
----------------------------------------------------------
Paul Mitchell, CEO of Med Gen, Inc., is the direct owner of
2,516,400 shares, or 17.86%, of  Med Gen's issued and outstanding
common stock. Mr. Mitchell holds sole voting and dispositive
powers over 2,516,400 such shares, and shares voting and
dispositive powers over 41,150 shares.
               
On September 10, 2001, the Board of Directors of Med Gen passed a
resolution granting Paul Mitchell the right to purchase 1,500,000
shares of the common stock of Med Gen. These shares underlying the
options were registered on Form S-8, as filed in April 2002. In
January, 2004 the Board of Directors lowered the exercise price to
$0.44 per share.  Mr. Mitchell exercised the cashless  option on
05/04/04 to purchase the 1,500,000 shares.

Med Gen, Inc. -- whose March 31, 2004 balance sheet shows a total
shareholders' equity deficit of about $600,918 -- was established
under the laws of the State of Nevada in October 1996 to
manufacture, sell and license healthcare  products, specifically
to the market for alternative therapies (health self-care).  


MERRILL LYNCH: S&P Raises Weighted Average Credit Rating to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on eight
classes from Merrill Lynch Mortgage Investors Inc.'s mortgage
pass-though certificates series 1998-C1-CTL.

The affirmations are based on an analysis that included a re-
examination of the pool using Standard & Poor's credit lease
default model, as well as a loss evaluation of specially serviced
and watchlist loans. Since issuance, decreased credit enhancement
levels are balanced by significant loan amortization.
Additionally, the weighted average credit rating of the
pool recently improved to 'BB+', and is only slightly down from
the issuance level of 'BBB-'.
    
The loan pool consists of 103 credit tenant lease loans secured by
137 properties, with an aggregate principal balance of $548.4
million. Bondable CTLs support 91 loans (442.4 million), while 10
loans ($86.9 million) have triple- and double-net CTLs
supplemented by a lease enhancement policy provided by Chubb
Custom Insurance Co. (rated 'AA'). Sixty-one loans ($402.2
million) are fully amortizing, while the remaining 40 loans (131.3
million) have balloon maturities with residual value insurance
provided by R.V.I. America Insurance Co. (rated 'A'). The
remaining two loans ($14.9 million) are defeased. The properties
are located in 28 states, with New York (17%) and Georgia (13% of
pool) exceeding a 10% concentration. The pool consists of retail
(61%), office (32%), and other/special purpose/mixed use
properties (7%).

The top five tenants comprise 59% of the pool and include: Rite
Aid Corp. (21%, 'B+'), Georgia Power Co. (13%, 'A'), Circuit City
Stores Inc. (11%), Kroger Co. (7%, 'BBB'), and Jones Apparel Group
Inc. (7%, 'BBB').

Realized losses totaling $8.6 million have resulted from the
liquidation of eight collateral assets. Heilig-Meyers Co. was the
underlying tenant/guarantor for the associated loans. The
remaining exposure from Heilig-Meyers' bankruptcy is $15.8 million
(12 loans), which are currently occupied by various unrated
entities.

Four loans ($19.4 million) are in special servicing with GMAC
Commercial Mortgage Corp., including the only delinquent loan in
the pool. The four loans in special servicing are cross-defaulted
and cross-collateralized loans, for which Kmart Corp. was the
original credit tenant. Following Kmart's bankruptcy, two leases
were affirmed and a third was assumed by Home Depot Inc. (rated
'AA', CreditWatch positive). For the fourth loan ($6 million),
Kmart rejected the lease and vacated the collateral property
located in Sterling Heights, Mich. The loan is now more than 90
days delinquent. Several sources have valued the property well
below the ground lease commitment, primarily due to the
significant retail competition in the immediate area. GMACCM
deemed the loan non-recoverable and is currently attempting to
seek recourse through the other three Kmart assets. Following
significant advances on the loan, the non-recoverable
determination caused substantial interest shortfalls to
the pool in March and April 2004. Ongoing interest shortfalls due
to the non-recoverable loan will approximate those occurring in
May 2004. Standard & Poor's does not expect the shortfalls to
impact the rated classes.

GMACCM, which also serves as master servicer, reported six loans
($30.2 million) on its watchlist. Five of the loans are on the
watchlist due to real estate tax delinquencies that are likely due
to non-reporting of the payment. The other watchlist loan is due
to an occupancy decrease at the collateral property. GMACCM did
not furnish updated information on the status of the vacancy.

As the transaction is a CTL pool, the associated ratings are
correlated with the ratings assigned to the underlying
tenants/guarantors. The ratings on the certificates may fluctuate
over time as the ratings of the underlying tenants/guarantors
change.

Standard & Poor's stressed various loans in its analysis and
reviewed the resultant credit enhancement levels in conjunction
with the levels determined by Standard & Poor's credit lease
default model.
     
                        Ratings Affirmed
   
               Merrill Lynch Mortgage Investors Inc.
     Commercial mortgage pass-through certs series 1998-C1-CTL
    
            Class    Rating  Credit Enhancement (%)
            A1       AAA                     33.78
            A2       AAA                     33.78
            A3       AAA                     33.78
            B        AA                      26.71
            C        A                       20.82
            D        BBB                     13.75
            E        BBB-                    11.98
            IO       AAA                      N.A.
            N.A.-Not applicable.


MIRANT: PricewaterhouseCoopers Issues Report On Canadian Debtors
----------------------------------------------------------------
PricewaterhouseCoopers, Inc., as the Canadian Debtors' Monitor,
reports that as of April 30, 2004, the Canadian Debtors had
closing balances of about $51,700,000 equivalent, compared to its
forecast of about $96,400,000 equivalent.  The cash balances are
held as cash or short-term deposits in Canadian and U.S. Dollar
accounts at the Bank of Nova Scotia.

               Mirant Canada Energy Marketing, Ltd.
                        Cash Flow Forecast
             For the period from April 1 to 30, 2004

                                        Forecast         Actual
                                        --------         ------
Opening cash balance                 $94,213,804    $86,604,035
Trading activity existing contracts            0       (145,539)
General and administrative expenses     (100,000)      (414,180)
Dividend payments                              0    (36,467,787)
Other                                  2,270,695      2,125,000
                                     -----------    -----------
Closing balance Jan. 31, 2004        $96,384,499    $51,701,529

According to PwC, the main cash flow variances are:

   * The Company realized trading losses of about $300,000,
     which were not forecasted as the projections assumed that
     all trading would have ceased at the end of March 2004.  
     The trading losses are related to the continued trading
     with Duke Energy Trading and Marketing, LLC, Engage Energy
     Canada, LP, and The Natural Gas Exchange;

   * The general and administrative expenses were about $400,000
     overbudget as a result of the Company paying part of the
     2003 STI payments in April, which were projected to be paid
     in March 2004;

   * Pursuant to the Plan of Arrangement, the Company paid
     $10,800,000 and CN$35,500,000 to the Monitor for
     distribution to Mirant's Affected Creditors; and

   * The other revenues were about $200,000 above budget as a
     result of these factors:

     -- The Company received a larger payment from a U.S.
        affiliate for the settlement of certain foreign exchange
        deals that had been projected;

     -- The Company incurred foreign exchange losses on the
        currency being held; and

     -- Pursuant to the Plan, the Monitor was to withhold all
        required taxes from the distributions to Affected
        Creditors.  The Monitor withheld source deductions from
        the current and former employees of Mirant for about
        CN$600,000 and paid it to the Company for remittance to
        the proper authorities under the Company's remittance
        account.  The Company has advised that the funds were
        remitted on May 3, 2004.

The Canadian Debtors' operations continue to have credit support
from Mirant Corporation.

                      April 2004 Settlements

In April 2004, the Canadian Debtors received net $2,200,000 and
CN$100,000 in respect of their contractual commitments for March
2004 with four counterparties under the Trading Contracts, who
had not terminated their contracts with the Canadian Debtors,
including a U.S. Affiliate.

             General and Administrative Disbursements

Mirant has given an undertaking that no transfer to its U.S.
Affiliates will take place without the CCAA Court's order.  No
transfer has occurred since the Initial Order.  The Canadian
Debtors ceased trading with the U.S. Affiliate as of April 1,
2004.

In April 2004, PwC reports that the Canadian Debtors received
payment from their U.S. Affiliates for the settlement of certain
foreign exchange deals.

                         Claims Process

The Canadian Debtors are currently dealing with claims from Brian
Chrumka and TransCanada Pipeline, Ltd.  PwC currently holds a
Disputed Claim Reserve of $10,800,0000 in regard to the
TransCanada Claim.  The CCAA Court directed that PwC was not
required to hold a Disputed Claim Reserve in relation to Mr.
Chrumka's claim.

The Canadian Debtors and TransCanada are in negotiations and it
is PwC's understanding that progress is being made towards a
settlement.

Mr. Chrumka, who did not file a claim in the CCAA Court-approved
Claims Process, has made an application to have bonus payments
for 2003 and 2004 of $2,700,000 and $300,000 declared and paid.

PwC notes that earlier in these proceedings, the Canadian Debtors
made an undertaking to seek the approval of the CCAA Court prior
to making any payments in relation to bonuses for 2003.  In this
regard, the Canadian Debtors made an application to the CCAA
Court on March 10, 2004 for approval of the 2004 bonuses.  In its
prior report, PwC outlined its support for the Canadian Debtors'
application to pay $800,000 for bonuses, $300,000 of which is
allocated for Mr. Chrumka.  PwC was advised that these bonus
payments had been approved by the Mirant Corp. and the Mirant
U.S. Creditors Committee.

Although the payment of Mr. Chrumka's Claims would not impact the
Canadian creditors who participated in the Plan, PwC explains
that the payment would have impact on the cash available for
distribution to the U.S. creditors.  One of the factors PwC would
consider in assessing the appropriateness of Mr. Chrumka's claims
is the position of the affected stakeholders.  It is PwC's
understanding that Mirant Corp. and the U.S. Creditors Committee
have not approved Mr. Chrumka's Claim Amounts.  In the same
manner, PwC does not support the payment of Mr. Chrumka's claims.

                       Incentive Payments

Since the CCAA Court approved the 2003 Incentive Payments to
three employees, the Canadian Debtors disbursed the funds to the
three employees on April 30, 2004.

                       Plan of Arrangement

PwC informs the CCAA Court that with the exception of
TransCanada, all dividends have been sent to the Affected
Creditors in accordance with the terms of the Plan of
Arrangement.  PwC will report on the status of all dividends once
all the funds have been released and paid to the Affected
Creditors.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRAVANT MEDICAL: FDA Clears SnET2 New Drug Application
-------------------------------------------------------
Miravant Medical Technologies (OTCBB: MRVT), a pharmaceutical
development company specializing in PhotoPoint photodynamic
therapy (PDT), announced that the U.S. Food and Drug
Administration (FDA) has accepted for filing the Company's New
Drug Application (NDA) for SnET2 and has also granted a Priority
Review designation. Acceptance of the filing means that the FDA
has made a determination that the NDA meets the standard for
substantive review, and the Priority Review designation expedites
the review period. Miravant is seeking approval from the FDA for
its proprietary new drug SnET2 as a treatment for patients with
wet age-related macular degeneration (AMD), a leading cause of
blindness in older adults.

Wet AMD is a major health problem with an estimated 500,000 new
cases each year worldwide. The disease is characterized by
abnormal blood vessels at the back of the eye that leak fluid and
blood and can lead to severe loss of central vision. The SnET2
treatment uses a light-activated drug intended to selectively
destroy these abnormal blood vessels and stabilize vision loss.

                    About Miravant

Miravant Medical Technologies -- whose March 31, 2004 balance
sheet shows a stockholders' deficit of $8,389,000 -- specializes
in pharmaceuticals and devices for photoselective medicine,
developing its proprietary PhotoPoint photodynamic therapy (PDT)
for large potential markets in ophthalmology, dermatology,
cardiovascular disease and oncology. PhotoPoint PDT uses
photoreactive (light-activated) drugs to selectively target
diseased cells and blood vessels. The Company has submitted a New
Drug Application (NDA) for the drug SnET2 for the treatment of
patients with wet age-related macular degeneration. Miravant's
cardiovascular program focuses on life-threatening diseases, with
PhotoPoint MV0633 in advanced preclinical testing for
atherosclerosis, atherosclerotic vulnerable plaque and restenosis.


MOONEY AEROSPACE: Sells Mooney Airplane Company to Allen Holding
----------------------------------------------------------------
Mooney Aerospace Group Ltd. (OTCBB:MASG), announced that it has
sold all of the stock of Mooney Airplane Company, formerly its
wholly owned subsidiary, to Allen Holding Finance Ltd. a private
investment company. As part of the transaction in consideration
for the stock, Allen agreed to assume all of the debt owed by MASG
to its secured debenture holders, an amount in excess of $21
million, and invest $4 million in new capital for Mooney Airplane
Company by July 27, 2004.

According to J. Nelson Happy, MASG President and Board Vice-
Chairman, "The company's secured debenture holders declared their
notes in default. As a result, the MASG board accepted the offer
to purchase all of Mooney Airplane Company's stock by Allen, and
the sale was completed last Friday morning."

Because of the stock sale, MASG no longer has any financial
interest in Mooney Airplane Company.

"The board of MASG deeply regrets that the sale of Mooney Airplane
Company's stock was made necessary," Happy said. "However, Allen
has assumed over $21 million of the Company's debt owed to the
secured debenture holders, and has also agreed to provide $4
million of new capital for the operating company within 30 days.
This is good news for Mooney Airplane Company, which will now have
adequate capital to meet its business plan," according to Happy.

Mooney Aerospace Group, Ltd. -- whose March 31, 2004, balance
sheet shows a stockholders' deficit of $53,045,000 -- was
organized in 1990 to design, develop, manufacture and market
general aviation aircraft.


NATIONAL CENTURY: Conseco Asks For Stay Relief To Pursue Lien
-------------------------------------------------------------
On May 14, 1999, Richard and Holly Woods obtained a loan from
Conseco Financing Service Corp., formerly known as Green Tree
Financial Servicing Corporation, for $170,100.  The loan was
evidenced by a promissory note dated May 14, 1999.

According to Edward A. Bailey, Esq., at Reimer, Lorber & Arnovitz
Co., in Twinsburg, Ohio, to secure payment of the Note and
performance of the other terms contained in it, the National
Century Financial Enterprises, Inc. Debtors executed a Mortgage
dated May 14, 1999.  The Mortgage granted a lien on the real and
personal property owned by the Debtors, which is located at 8157
Hearthstone Court, in Cincinnati, Ohio. The Debtors hold a
judgment lien on the property.

The lien created by the Mortgage was duly perfected by the filing
of the Mortgage in the office of the Butler County Recorder on
June 16, 1999.  Subsequently, the Note and Mortgage was
transferred to Conseco.

As of April 15, 2004, Mr. Bailey relates, there is currently due
and owing on the Note the outstanding balance of $186,605, plus
interest accruing at the rate of 10% per annum from January 10,
2003.

Other parties known to have an interest in the Collateral are:

   * Ohio Oklahoma Television, Inc., doing business as WLWT
     Television, with a judgment lien for $50,222 filed on   
     December 29, 1999;

   * Margaret S. Lanard, M.D., with a judgment lien for $94,533
     filed on March 30, 2000;

   * NPF X, Inc., with a judgment lien for $63,266 filed on June
     12, 2000;

   * Jacor Communication, doing business as WKRC-AM/WSAI-am, and
     WKRC-TV for $35,052 filed on August 9, 2000; and

   * The Treasurer of Butler County has or claims to have an
     interest in the property.

By this motion, Conseco asks the Court to modify the automatic
stay so it may pursue its lien.  In the alternative, Conseco
wants the Debtors to adequately protect its lien.

Mr. Bailey argues that the stay should be lifted in Conseco's
favor because the Debtors have no equity in the Collateral.  
Moreover, the Collateral is not necessary in the Debtors'
reorganization.

Conseco believes that the collateral has a value of $202,160,
based on the valuation on the Butler County Auditor value.  
Including Conseco's lien, there are liens in an aggregate amount
of $379,456 on the Collateral.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader  
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NETWORK STORAGE: Committee Hires LeClair Ryan as Attorneys
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Network Storage
Solutions, Inc.'s chapter 11 cases, sought and obtained approval
from the U.S. Bankruptcy Court for the Eastern District of
Virginia, Alexandria Division to employ LeClair Ryan, A
Professional Corporation as its attorney in these chapter 11
proceedings.

LeClair Ryan is particularly well suited for the type of
representation required by the Committee. The firm has one of the
largest bankruptcy practices in Virginia, with a local, regional,
and national practice, and has experience in all aspects of the
law that may arise in this chapter 11 case.

The Committee anticipates that LeClair Ryan will:

   (a) advise the Committee concerning its duties and powers in
       this case;

   (b) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       the debtor-in-possession, the operation of the debtor's
       business and the desirability of the continuance of such
       business, and any other matter relevant to the case or
       the formulation of a plan;

   (c) participate with the Committee and the Debtor in
       analyzing and formulating a plan of reorganization;

   (d) assist the Committee in requesting the appointment of a
       trustee or examiner, conversion of the case, or any other
       legal matter involving interests represented by the
       Committee, should such action become necessary; and

   (e) perform such other legal services as may be required and
       may be in the interest of the creditors.

The professionals who will be primarily responsible in this case
and their current hourly rates are:

         Professionals         Designation    Billing Rate
         -------------         -----------    ------------
         Bruce H. Matson       Shareholder    $325 per hour
         C. Erik Gustafson     Shareholder    $300 per hour
         Stephen K. Gallagher  Shareholder    $300 per hour
         Richard D. Scott      Associate      $170 per hour
         John R. Bollinger     Associate      $170 per hour
         Tara L. Elgie         Associate      $170 per hour
         Pamela Jones          Paralegal      $95 per hour
         Sarah Leitner         Paralegal      $90 per hour
         Barbara Webne         Paralegal      $100 per hour

Headquartered in Chantilly, Virginia, Network Storage Solutions,
Inc. -- http://www.nssolutions.com/-- develops and markets  
network attached storage (NAS) systems and SAN storage products.  
The Company filed for chapter 11 protection on January 28, 2004
(Bankr. E.D. Va. Case No. 04-10350).  Kevin M. O'Donnell, Esq., at
Henry & O'Donnell, P.C., represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $540,000 in total assets and $9,251,000
in total debts.


NIMBUS GROUP: Falls Short of Amex's Listing Standards
-----------------------------------------------------
On April 23, 2004, Taylor Madison Corp., formerly Nimbus Group
Inc., received a letter from the American Stock Exchange  
confirming the Exchange's intention to proceed with the filing of
an application with the Securities and Exchange Commission to
strike the common stock of the Company from listing and
registration on the Exchange.

The notice from the Exchange indicates that the Exchange has
determined that the Company does not meet the following continued
listing standards under the AMEX Company Guide:

   -- Section 120 which requires issuers to conduct an appropriate
      review of all related transactions on an on-going basis and
      shall utilize the issuer's audit committee or a comparable
      body of the board of directors for review of potential
      conflict of interest situations;

   -- Section 121, Section 121(2)(a) and Section 121(B)(a)(iii)
      which require that each listed issuer must have a sufficient
      number of independent directors on its board of directors to
      perform audit committee  functions;

   -- Section 921 which requires prompt notification to the
      Exchange of any changes of officers or directors;

   -- Section 1003(a)(i) in that the Company has reported net
      losses for the past three fiscal years;

   -- Section 1003(a)(iv) in that the Company has sustained losses
      which are so substantial in relation to its overall
      operations so that in the opinion of the Exchange, it
      appears questionable whether the Company will be able to
      continue operations and/or meet obligations as they mature;

   -- Section 1003(c)(i) relating to the discontinuation of a
      substantial portion of the Company's operations;

   -- Section 1003(d) which requires issuers to submit listing
      applications to the Exchange prior to issuing securities;
      and

   -- Section 1003(f)(iii) which prohibits issuers from engaging
      in operations, which in the opinion of the Exchange, are
      contrary to public interest.

The Company has appealed the Exchange determination and requested
a hearing before a committee of the Exchange.  There can be no
assurance that the Company's request for continued listing will be
granted.

Taylor Madison Corp. (Amex: NMC) -- whose March 31, 2004 balance
sheet shows a Total shareholders' equity deficit of $268,705 --
specializes in licensing and developing fine fragrances and
Skincare, cosmetics and cosmeceuticals worldwide.


NORTEL NETWORKS: OSC Continue Management Cease Trade Order
----------------------------------------------------------
Following a hearing held on May 31, 2004, a panel of Ontario
Securities Commission Commissioners has made a final order under
paragraph 2 of subsection 127(1) of the Securities Act that all
trading by certain directors, officers and insiders of Nortel
Networks Corporation and Nortel Networks Limited in securities of
Nortel Networks Corporation and Nortel Networks Limited cease
until two full business days following the receipt by the
Commission of all filings, including financial statements, the
corporations are required to make pursuant to Ontario securities
law. This order continues the temporary order made by the Director
on May 17, 2004.

                       About Nortel Networks

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

                       *   *   *

As reported in the troubled Company Reporter's April 30, 2004
edition, Standard & Poor's Rating Services lowered its 'B' long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'. The CreditWatch
implications are revised to developing from negative. The short-
term corporate credit and commercial paper ratings are unchanged,
and remain on CreditWatch with negative implications.

"The actions reflect an increased possibility that holders of
Brampton, Ontario-based Nortel Networks' securities could provide
notice of noncompliance to Nortel Networks, following its
announcement of major changes to its senior executive team, in
addition to an expansion of the existing investigation into its
accounting for fiscal years 2001 through 2003," said Standard &
Poor's credit analyst Bruce Hyman.


NORTH COUNTRY: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: North Country Natural Spring Water, Ltd.
        P.O. Box 123
        Port Kent, New York 12975

Bankruptcy Case No.: 04-13595

Type of Business: The Debtor is a bottler of natural spring
                  water.

Chapter 11 Petition Date: June 1, 2004

Court: Northern District of New York (Albany)

Debtor's Counsel: Yuri J. Gaspar, Esq.
                  159 Main Street
                  Lake Placid, NY 12946
                  Tel: 518-523-5817

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
American Investment Properties             $600,000
c/o Doyle, Doyle & Spain
317 Brick Church Road
Troy, NY 12180

DVM Packaging                               $30,000

American International Insurance             $9,700

David Eger                                   $9,700

Chemstretch                                  $8,000


OWENS CORNING: 3rd Circuit Assigns Asbestos Cases To Judge Fullam
-----------------------------------------------------------------
In his capacity as Chief Judge of the United States Court of
Appeals for the Third Circuit, Anthony J. Scirica, designates and
assigns Judge John P. Fullam of the U.S. District Court for the
Eastern District of Pennsylvania to sit on the U.S. District
Court for the District of Delaware in the matter of In Re: Owens
Corning, Dist. of Del. Bankruptcy No. 00-3837.  

The 82-year old judge replaces Judge Wolin.

Judge Fullam was born on December 10, 1921, in Gardenville,
Pennsylvania.  He received a B.S. in Education from Villanova
University in 1942 and a J.D. from Harvard University in 1948.  
Judge Fullam was admitted to the Pennsylvania Bar in 1949.  From
1949 to 1960, he was in private practice in Bristol,
Pennsylvania.  He served as a Judge in the Pennsylvania Court of
Common Pleas, Seventh Judicial Circuit, from 1960 to 1966.
Judge Fullam was appointed to the United States District Court
for the Eastern District of Pennsylvania on August 11, 1966.  He
served as Chief Judge of the District Court from July 1986 to
April 1990, when he assumed senior status.

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


PARMALAT GROUP: AlixPartners Employs Three Independent Contractors
------------------------------------------------------------------
Sheldon S. Toll, Esq., in Southfield, Michigan, notifies the
Court that AlixPartners, LLC, will employ these independent
contractors as its regular associates in connection with the
Parmalat U.S. Debtors' cases:

   (1) Michael Moffitt,
   (2) Aisha L. Phillips, and
   (3) Bobbie J. Phillips

The Independent Contractors agree to take the witness stand if
called on to testify.

The Independent Contractors attest that they do not have any
connection with the U.S. Debtors, their creditors or any other
party with an actual or potential interest in these Chapter 11
cases, or their attorneys or accountants.  The Independent
Contractors assure the Court that they will remain without any
interest adverse to the Debtors or the estate with respect to the
matter on which AlixPartners is employed during the time that
AlixPartners is involved in providing services on the Debtors'
behalf.

AlixPartners did not disclose the terms of compensation for each
Independent Contractor.

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


PEGASUS SATELLITE: Files for Chapter 11 Protection in Maine
-----------------------------------------------------------
Pegasus Communications Corporation (NASDAQ: PGTV) announced that
its subsidiaries, Pegasus Satellite Television, Inc., Pegasus
Satellite Communications, Inc., and Pegasus Media &
Communications, Inc., and certain of their subsidiaries have filed
for protection under Chapter 11 of the U.S. Bankruptcy Code in
order to prevent the National Rural Telecommunications Cooperative
(NRTC) and DIRECTV from seeking to implement an unlawful
termination of Pegasus Satellite Television's agreements for
exclusive distribution of DIRECTV services. These filings will
seek affirmation by the Bankruptcy Court of Pegasus Satellite
Television's valuable rights as well as damages resulting from
NRTC's and DIRECTV's actions to impair those rights, including
NRTC's breach of its duties to Pegasus Satellite Television,
NRTC's majority owner. Pegasus Satellite Television believes the
filing will also enable it to continue to provide uninterrupted
service to its 1.1 million rural subscribers during the resolution
of these disputes and to continue to meet its responsibilities to
its employees and business partners in the ordinary course.

Pegasus Satellite Television is involved in an ongoing dispute
regarding the duration of its right to exclusive distribution of
DIRECTV services. This dispute was brought to a head yesterday
(June 2) morning, when NRTC and DIRECTV purported to terminate
Pegasus Satellite Television's exclusive distribution arrangements
with the NRTC.

Mark Pagon, Chairman and Chief Executive Officer of Pegasus
Communications Corporation, parent of Pegasus Satellite
Television, said: "Action this morning by NRTC and DIRECTV that
purports to terminate our long-standing agreements is unlawful. We
intend to take all appropriate actions necessary to prevent NRTC
and DIRECTV from implementing this latest scheme to deprive our
stakeholders of the substantial value that we have successfully
created in our satellite television business since 1994. It is
with the greatest reluctance that we have concluded that Pegasus
Satellite Television must seek the protection of Chapter 11 in
order to protect our customers, employees, business partners,
creditors and owners -- while we seek affirmation of our rights.
We intend to pursue a resolution of these matters as expeditiously
as possible."

Pegasus Satellite Television is the nation's largest independent
provider of DIRECTVr, the country's leading Direct Broadcast
Satellite (DBS) service. Pegasus Satellite Television has the
exclusive right to provide DIRECTV to more than 8.4 million homes
in 41 states and serves 1.1 million rural subscribers. Pegasus
Satellite Television had annual revenues of $831.2 million in 2003
and DBS operating profit before depreciation and amortization
(EBITDA) of $213.8 million. The Chapter 11 filing was made in the
U.S. Bankruptcy Court in Portland, Maine. The Chapter 11 filing
does NOT include Pegasus Communications or its direct subsidiaries
(other than Pegasus Satellite Communications) which are unaffected
by yesterday's filing.

The filing entities' financial advisor is Miller Buckfire Lewis
Ying & Co., LLC. Its legal advisors are Sidley Austin Brown & Wood
LLP and Bernstein, Shur, Sawyer & Nelson.

                        About Pegasus

Pegasus Communications Corporation through its subsidiary, Pegasus
Satellite Communications, provides digital satellite television to
rural households throughout the United States and owns and/or
operates television stations affiliated with CBS, FOX, UPN and The
WB networks.

Pegasus Communications Corporation also has other assets and
operations conducted through subsidiaries that have not filed for
Chapter 11, including:

--  Pegasus Development Corporation, which holds two Ka band
    satellite licenses granted by the FCC and intellectual
    property rights licensed from Personalized Media
    Communications L.L.C.

--  Pegasus Guard Band LLC, which holds FCC licenses to provide
    terrestrial communications services in the 700 MHZ spectrum.

--  Pegasus Rural Broadband LLC, which is developing a business to
    provide broadband Internet access in rural areas.


PEGASUS SATTELITE: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Pegasus Satellite Communications, Inc.
             aka Pegasus Communications Corporation
             c/o Wilmington Trust SP Services, Inc.
             103 Spring Building
             3411 Silverdale Road
             Wilmington, Delaware 19810

Bankruptcy Case No.: 04-20889

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                          Case No.
      ------                                          --------
      HMW, Inc.                                       04-20864
      B.T. Satellite, Inc.                            04-20865
      Portland Broadcasting, Inc.                     04-20866
      Pegasus Broadcast Television, Inc.              04-20867
      Bride Communications, Inc.                      04-20868
      Pegasus Broadcast Associates, L.P.              04-20871
      Pegasus Broadcast Towers, Inc.                  04-20872
      Telecast of Florida, Inc.                       04-20873
      WDSI License Corp.                              04-20874
      WILF, Inc.                                      04-20875
      WOLF License Corp.                              04-20876
      WTLH License Corp.                              04-20877
      Pegasus Satellite Television, Inc.              04-20878
      Argos Support Services Company                  04-20879
      Carr Rural TV, Inc.                             04-20880
      DBS Tele-Venture, Inc.                          04-20881
      Golden Sky Systems, Inc.                        04-20882
      Digital Television Services of Indiana, LLC     04-20883
      DTS Management, LLC                             04-20884
      Henry County MRTV, Inc.                         04-20885
      Golden Sky DBS, Inc.                            04-20886
      Pegasus Media & Communications, Inc.            04-20887
      Golden Sky Holdings, Inc.                       04-20888
      Primewatch, Inc.                                04-20890
      Pegasus Satellite Television of Illinois, Inc.  04-20891
      PST Holdings, Inc.                              04-20892
      South Plains DBS, LP                            04-20893

Type of Business: The Debtor is a leading independent provider
                  of direct broadcast satellite (DBS) television.
                  See http://www.pgtv.com/

Chapter 11 Petition Date: June 2, 2004

Court: District of Maine (Portland)

Debtors' Counsels: Leonard M. Gulino, Esq.
                   Robert J. Keach, Esq.
                   Bernstein, Shur, Sawyer & Nelson
                   P.O. Box 9729
                   Portland, ME 04104-5029
                   Tel: 207-774-1200

Total Assets: $1,762,883,000

Total Debts:  $1,878,195,000

Consolidated List of Debtors' 50 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
JP Morgan Trust NA,           Note Debt             $341,924,000
Institutional Trust Services
(11.25% Sr. Notes due 2010)
Trust Operations
2001 Bryan St., 10th Fl.
Dallas, TX 75201

Wachovia Bank, National       Note Debt             $158,205,000
Association (12.375% Sr.
Notes due 2006)
Corporate Trust Department
Finance Group - NC 1196
1525 West W.T. Harris Blvd.
3C3 Charlotte, NC 28288

Wachovia Bank, National       Note Debt             $128,790,000
Association (13.5% Sr.
Notes due 2007)
Corporate Trust Department
Finance Group - NC 1196
1525 West W.T. Harris Blvd.
3C3 Charlotte, NC 28288

Wachovia Bank, National       Note Debt             $118,521,000
Association (12.5% Sr.
Notes due 2007)
Corporate Trust Department
Finance Group - NC 1196
1525 West W.T. Harris Blvd.
3C3 Charlotte, NC 28288

Wachovia Bank, National       Note Debt              $80,591,000
Association (9.625% Sr.
Notes due 2005)
Corporate Trust Department
Finance Group - NC 1196
1525 West W.T. Harris Blvd.
3C3 Charlotte, NC 28288

Wachovia Bank, National       Note Debt              $71,055,000
Association (9.75% Sr.
Notes due 2006)
Corporate Trust Department
Finance Group - NC 1196
1525 West W.T. Harris Blvd.
3C3 Charlotte, NC 28288

DIRECTV                                              $62,486,479
2230 E. Imperial Highway
El Segundo, CA 90245

National Rural                                       $47,950,000
Telecommunications
Cooperative (NRTC)
2121 Cooperative Way
Herndon, VA 20171

Pegasus Communications        Note Debt              $45,000,000
Corporation
c/o Pegasus Communications
Management Property
225 City Line Avenue
Bala Cynwyd, PA

DIRECTV                                               $3,000,000
2230 E. Imperial Highway
El Segundo, CA 90245

State of Texas Comptroller                              $525,456
Public Accountants
Austin, TX 78774

State Controller - Texas                                $442,077
Controller of Public Accounts
111 East 17th Street
Austin, TX 78774-0100

Indiana Department of Revenue                           $356,225
P.O. Box 6155
Indianapolis, IN 46206-6155

Minnesota Department of                                 $330,566
Revenue
Sale and Use Tax
P.O. Box 64093
St. Paul, MN 55164

Nortel Networks                                         $241,000

Vermont Dept. of Taxes                                  $190,063

Satellite System Network                                $190,000

Kansas Dept. of Revenue                                 $182,985

Florida Dept. of Revenue                                $165,150

Treasurer of State of Ohio                              $162,222

Florida Dept. of Finance                                $145,451

Collectech Systems, Inc.                                $145,165

Nationwide Credit, Inc.                                 $137,000

Bank One                                                $125,000

South Carolina Dept. of Rev.                            $113,802

Johnson County Treasurer                                $100,337

State Tax Commissioner Office                            $99,888
of Revenue

WebClick Concepts, Inc.                                  $85,716

New Mexico Taxation                                      $77,289

Iowa DOR                                                 $75,015

FEDEX                                                    $70,000

Petry Television                                         $69,710

Tennessee Dept. of Revenue                               $58,877

BCK Communications                                       $54,998

RF Media Associates                                      $54,000

W. Dale Summerford C.F.C.                                $52,936

City of Marlborough                                      $50,978

The WB Television Network                                $50,741

Utah State Tax Commission                                $49,033

South Dakota State Treasurer                             $48,961

West Virginia State Tax Dept.                            $45,788

Commissioner of Rev. Services                            $42,841

Twentieth Century Fox                                    $42,326
Television Division

North Carolina Dept. of Rev.                             $37,448

Basic Your Best Buy, Inc.                                $35,510

Johnson County TAC                                       $30,633

Nebraska Dept. of Revenue                                $28,356

Professional Satellite and                               $28,044
Communications

Jefferson County Sheriff's                               $27,085
Office

Guckenheimer Enterprises,                                $27,000
Inc.


PG&E NATIONAL: NEG Wants To Hire Gibbs & Bruns as Special Counsel
-----------------------------------------------------------------
The NEG Debtors seek the Court's authority to employ Gibbs &
Bruns, LLP, as their special litigation counsel to provide
related litigation, regulatory and transactional advice with
respect to two pending arbitrations:

   (a) PG&E Energy Trading - Power, LP, v. Southaven Power, LLC,
       No. 16-198-00206-03; and

   (b) PG&E Energy Trading - Power, LP, v. Caledonia Generating,
       LLC, No. 16-198-00207-03.

The Arbitrations were previously handled by Winston & Strawn,
LLP.  However, GE Capital Corporation subsequently foreclosed on
one of the electrical generating plants at issue in the
Arbitrations.  GE Capital has since claimed that it is the real
party-in-interest, and that Winston & Strawn's representation of
GE Capital in other matters precludes the firm from continuing to
represent the NEG Debtors in one of the Arbitrations.

The issues in the Arbitrations are closely related because:

   (a) each of the entities that is adverse to the NEG Debtors
       was a special purpose entity created by Cogentrix Energy,
       Inc., to use off-balance-sheet financing to build
       electrical generating plants;

   (b) the tolling agreements for each of the two plants are
       virtually identical; and

   (c) the witnesses who have knowledge about the negotiation,
       execution, breach and termination of each agreement are
       the same.

"Having the Arbitrations handled by two different law firms would
be a massive waste of the Debtors' resources," Martin T.
Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, explains.  Mr. Fletcher asserts that
substituting counsel will better preserve the estates' resources
rather than litigating the existence of a conflict, especially
when Winston & Strawn is at no charge to the estate assisting
with the transition.  In the wake of the alleged conflict of
interest, representation should be handled by a single firm,
Gibbs & Bruns.

Besides, Mr. Fletcher continues, before the Petition Date, Gibbs
& Bruns represented one of the NEG Debtors in an arbitration
arising out of a tolling agreement involving NRG Power Marketing,
Inc., and ConocoPhillips Company.  Gibbs & Bruns is, therefore,
familiar with the tolling agreements and the types of tolling
agreements at issue in the Arbitration.

The NEG Debtors further selected Gibbs & Bruns as special
regulatory counsel because of the firm's expertise in complex
commercial litigation and energy-industry litigation.  The NEG
Debtors believe that Gibbs & Bruns is both well qualified and
uniquely able to represent them in their Chapter 11 cases in a
most efficient and timely manner.

The NEG Debtors propose to pay Gibbs & Bruns its customary hourly
rates for services rendered.  Gibbs & Bruns will also be
reimbursed according to its customary reimbursement policies.

Gibbs & Bruns' hourly rates are:

             Partners                     $295 - 700
             Associates                    195 - 285
             Staff attorneys               110 - 160
             Paralegals                     95

As of the Petition Date, the NEG Debtors owed $4,366 to Gibbs &
Bruns, for the representation of Gas Transmission Northwest Corp.
in a case filed by Utilichoice in the state district courts of
Texas.  However, Gibbs & Bruns had written off that amount and
has never filed any proof of claim.

Chris Reynolds, a partner at Gibbs & Bruns, assures the Court
that the firm does not have any connection with or any interest
adverse to the NEG Debtors or any of the adverse parties in the
Arbitrations.

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


QWEST COMMUNICATIONS: Opens Two Retail Stores in Albuquerque
------------------------------------------------------------
Qwest Communications International Inc. (NYSE:Q) announced that it
has opened two company retail stores in Albuquerque. The move is
part of a region-wide retail expansion, which brings the total
number of new Qwest locations to 17. The company opened stores in
Arizona, Colorado, Nebraska and Utah earlier this year.

Qwest's first-of-its-kind retail concept focuses on a unique
service environment: the Qwest Solution Center(TM). This retail
setting makes Qwest the only communications provider to offer
personal, face-to-face assistance for a full spectrum of
communications choices all in one place.

At Qwest's two Albuquerque Solution Centers, customers can sample
and purchase products and talk to experts about Qwest wireless,
high-speed Internet service, home-phone packages and long-distance
service. Additionally, the centers will offer technical assistance
and minor repairs for wireless handsets, answer billing inquiries,
assist with feature changes and have a convenient bill drop
location. Solutions Centers are located at Cottonwood Mall and the
Coronado Center.

"More people rely on the conveniences of communication technology
today than ever before," said Jim Vogel, vice president of channel
sales for Qwest. "By offering Qwest services, such as high-speed
Internet and wireless phones, in a hands-on environment, we are
bringing these choices closer to everyone and ensuring that the
services are as easy to purchase as possible."

Making Qwest services available at retail locations is another
example of Qwest's Spirit of Service -- the company's commitment
to deliver excellent service and the best value to customers every
day. In addition, Qwest offers MyAccount services at
www.qwest.com, which bring customer-friendly service tools to the
Web, including click-to-chat assistance and free online bill
payment.

                       About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25 million
customers. The company's 46,000 employees are committed to the
"Spirit of Service" and providing world-class services that exceed
customers' expectations for quality, value and reliability. For
more information, please visit the Qwest Web site at
http://www.qwest.com/  

At March 31, 2004, Qwest Communications International, Inc.'s
balance sheet shows a stockholders' deficit of $1,251,000,000
compared to a deficit of $1,016,000,000 at December 31, 2003.


RCN CORP: U.S. Trustee Sets Meeting to Form Official Committees
---------------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
the RCN Corp. Debtors' largest unsecured creditors on June 10,
2004, at 2:00 p.m., for the purpose of forming a committee of
unsecured creditors in RCN's Chapter 11 cases.  The meeting will
be held at:

       THE OFFICE OF THE UNITED STATES TRUSTEE
       80 Broad Street, Second Floor
       New York, New York 10004

This is not the meeting of creditors pursuant to Section 341 of
the Bankruptcy Code.  That meeting, required in all bankruptcy
cases, will be held at a later date.  A representative of the
Debtors will attend the organizational meeting and provide
background information regarding the cases, but not under oath.  

The Prepetition Noteholder Group will, predictably, encourage the
U.S. Trustee to appoint its members to the Official Committee
under 11 U.S.C. Sec. 1102(b)(1).  The test for that appointment
is whether the U.S. Trustee is persuaded that the prepetition
committee was fairly chosen and is representative of the
different kinds of claims to be represented.  

Contact Paul K. Schwartzberg, Esq., at (212) 510-0500 to obtain a
statement of willingness to serve on a committee and for any
additional information about this meeting.  

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- is a provider of bundled Telecommunications  
services. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 04-13638) on
May 27, 2004. Frederick D. Morris, Esq., and Jay M. Goffman, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in
their restructuring efforts. When the Debtors filed for protection
from their creditors, they listed $1,486,782,000 in assets and
$1,820,323,000 in liabilities. (RCN Corp. Bankruptcy News, Issue
No. 1; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


RELIANCE: Liquidator To Sell Reliance Warranty Company To Butler
----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of Pennsylvania, as  
Liquidator of Reliance Insurance Company, asks the Commonwealth
Court for permission to sell Reliance Warranty Company to Butler
Financial Solutions, LLC, of Boca Raton, Florida, for $125,000 in
cash.

RIC owns 100% of the voting stock of RWC.  RIC incorporated RWC
in 1999 and opened it for business in 2000.  RWC assumed
financial obligations under electronics and automotive service,
and repair contracts in return for a premium.  Most of the
Service Contracts were originally sold or produced by Warrantech
Consumer Products Services, Inc., and Warrantech Automotive,
Inc., which also acted as claims administrators.  The warranty
certificates supporting the Service Contracts were issued by
Butler and assigned to RWC.  RIC issued contractual reimbursement
reinsurance agreements assuring RWC's performance under the
Service Contracts through insurance policies.

Lawrence Tabas, Esq., at Obermayer, Rebmann, Maxwell & Hippel, in
Philadelphia, Pennsylvania, informs the Commonwealth Court that
RWC ceased assuming certificates less than one year after it
commenced operations and ceased funding claims once RIC was
placed in liquidation.

According to unaudited financial statements as of September 30,
2003, RWC has $25,400,000 in liabilities, with $7,300,000
representing unearned premiums.  RWC's assets consist of
$18,858,405 in cash held in an account at Mellon Bank, Account
No. 118-8412.  RWC has a $6,600,000 accumulated negative
stockholder's equity.

Future claims under the Service Contracts are expected to exceed
the unearned premium reserve by $2,700,000.  Butler, Warrantech
and Staples, Inc., are the primary holders of unpaid claims
against RWC.

Butler and Warrantech assert that as of September 30, 2003, they
have paid $11,140,833 on Service Contract Claims for which RWC is
liable.  Staples asserts that it has paid about $6,000,000 on RWC
Service Contract Claims, but only a portion of the amount is
reflected on RWC's books.

To avoid litigation with Warrantech and Staples, and to avoid the
expense of liquidating RWC in a bankruptcy proceeding, the
Liquidator decides to sell RWC to Butler.

As a condition precedent to the Transaction, Butler will cause
RWC to pay $3,000,000 to Staples in full settlement of those
claims.  In return, Staples will release RWC, RIC, the Insurance
Commissioner, Butler and Warrantech from all claims arising out
of the RWC Service Contracts.

Butler will cause RWC to reimburse Warrantech for the RWC Claims
it has advanced.  Warrantech will release RIC and the Liquidator
from all claims, except for RIC's obligations pursuant to any
insurance policies issued to Warrantech.

Butler will cause RWC to pay all remaining Service Contract
liabilities as they come due.  If RWC pays and discharges all
liabilities within five years of the Transaction, any remaining
funds will be paid to RIC.  If after five years, there are still
unpaid claims, the liabilities will be actuarially estimated to
calculate the remainder, if any, to be paid to RIC.  Butler will
use its best efforts to keep RWC out of bankruptcy for a year
after the Transaction.

The Liquidator assures the Commonwealth Court that the terms of
the Transaction are fair and reasonable.  RWC is insolvent.  If
liquidated, RIC would receive nothing for the RWC stock and would
be exposed to claims from Staples and Warrantech, instead of
being released from those claims.

Butler and Warrantech are in a better position than RWC or RIC to
administer the claims.  Butler and Warrantech have an incentive
to pay as many claims as possible, as they originated the Service
Contracts.  Fulfillment of the Service Contracts affects their
ability to continue offering these products in the future.  
Moreover, the Transaction is structured so that RIC will receive
an additional payment if future costs under the Service Contracts
turn out to be less than expected.

Harris G. Miller, President of Butler, signs the Sale Agreement.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Reliance Insurance Company.  The
Company filed for chapter 11 protection on June 12, 2001 (Bankr.
S.D.N.Y. Case No. 01-13403).  When the Company filed for
protection from their creditors,  they listed $12,598,054,000 in
assets and $12,877,472,000 in debts. (Reliance Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


REUNION INDUSTRIES: Stockholders to Meet on June 22 in Pittsburgh
-----------------------------------------------------------------
The Board of Directors of Reunion Industries, Inc. has set
Tuesday, June 22, 2004 as the date for its annual meeting of
stockholders and has set May 14, 2004 as the record date for
determining stockholders entitled to notice of, and to vote at,
the annual meeting.  The meeting will be held at the Company's
offices at 11 Stanwix Street, Pittsburgh, PA 15222.

Based in Pittsburgh, Reunion -- whose March 31, 2004 balance sheet
shows a stockholders' deficit of $25,406,000 -- manufactures and
markets a broad range of metal and plastic products and parts,
including seamless steel pressure vessels, fluid power cylinders,
leaf springs, high volume precision plastics products and
thermoset compounds and provides engineered plastics services.
Go to http://www.reunionindustries.com/for more information.


SAFETY-KLEEN: Disputes Certain Tax Claims & Proposes Adjusted Rate
------------------------------------------------------------------
The Reorganized Safety-Kleen Corp. Debtors dispute certain tax
claims filed by taxing authorities and non-filed claims reflected
in their schedules.  The Reorganized Debtors ask Judge Walsh to:

       (i) allow certain Tax Claims in the amounts reflected in
           their books and records; and

      (ii) determine that their proposed "Adjusted Rate" is the
           appropriate interest rate to be used in calculating
           the accrued interest on certain secured Tax Claims.

The inclusion of Non-Filed Claims is necessary to ensure that the
Objection addresses all prepetition property tax claims asserted
by the Taxing Authorities.  In some instances, the Taxing
Authorities did not amend previously filed Claims to include all
outstanding prepetition property tax liabilities, particularly
when taxes became due after the Petition Date.

Additionally, the statutory interest rates for each of the
jurisdictions has been found by the Reorganized Debtors and their
advisers to be "inappropriate for the purposes of calculating
interest" on the Taxing Authorities' claims during the pendency of
their Chapter 11 cases.  Accordingly, the Debtors suggest that the
Adjusted Rate is the appropriate interest rate to be used in
calculating the interest on Tax Claims entitled to interest
pursuant to Section 506(b) of the Bankruptcy Code.

          Improper Assessments By Taxing Authorities Resulted
                 In Improper Calculation of Tax Claims

A significant number of the claims held by Taxing Authorities are
on account of prepetition ad valorem taxes.  After conducting an
initial review of the claims, the Reorganized Debtors suspected
that many of the claims were based on improper assessments of
their property.

The Reorganized Debtors retained Assessment Technologies, Ltd.,
to:

       -- verify the valuation assessments performed by the
          Taxing Authorities on their owned and leased property;

       -- identify instances of over-assessment and excessive
          taxation by the Taxing Authorities; and

       -- seek appropriate reductions or refunds as warranted by
          applicable law.

Before assessing a tax on the real and personal property owned or
leased by the Reorganized Debtors, the Taxing Authorities needed
to determine the taxable value of the property subject to
taxation.  Assessment Technologies' analysis revealed significant
errors in the historical assessments of both real property and
business personal property tax accounts, based on several factors,
including:

       (i) the value the Reorganized Debtors realized on the
           property or similar assets in recent sales
           transactions;

      (ii) the market values derived from and indicated by
           independent appraisals of a number of the subject
           properties; and

     (iii) the environmental assessments and remediation costs
           for various properties which significantly impair the
           value for the real property.

Assessment Technologies determined the appropriate assessed value
of the real and personal property subject to the Tax Claims.  In
many instances, the Taxing Authorities' valuation of the property
greatly exceeded the adjusted assessed value of the property
subject to taxation.  After determining the appropriate property
values for assessment purposes, Assessment Technologies
recalculated the amount of tax due the Taxing Authorities.

The allowance of the Tax Claims in appropriate amounts is
essential for the orderly and efficient administration of the
Debtors' Chapter 11 cases.  Specifically, the exit financing
lenders required the Debtors to escrow funds to pay the claims of
certain Taxing Authorities.  The Debtors believe that their tax
liability is significantly less than the amount they were required
to escrow for the benefit of the Taxing Authorities.  Accordingly,
to the extent the Debtors' total tax liability is found to be less
than the escrowed amount, the surplus amount can be used to fund
their ongoing business operations.

There are only two exceptions to Bankruptcy Code Section
505(a)(1)'s broad grant of authority to determine tax liabilities.  
The first exception prevents the court from re-adjudicating tax
claims that were already contested and adjudicated in a court of
competent jurisdiction before the Petition Date.  The second
exception provides that in the event the debtor seeks a tax
refund, the court must grant the taxing authority a 120-day period
in which to review the request.  Because the Tax Claims have never
been previously contested, and the Debtors are not seeking a tax
refund from any Taxing Authority, the Bankruptcy Court enjoys
complete discretion in determining the Debtors' tax liabilities
pursuant to Section 505(a).

The Debtors note that, in some instances, the total Allowed Tax
Claim will be offset by amounts they previously paid.  
Accordingly, the total amount due each Taxing Authority may be
less than the Allowed Tax Claim.

                Adjustment To Interest Rate Calculation

The Debtors instructed Assessment Technologies Kleen to assume
that interest accrued on the Tax Claims during the pendency of
their Chapter 11 cases to the extent the Tax Claim was secured by
their property under applicable law.  The interest rate initially
used by Assessment Technologies to calculate the interest accruing
on the Tax Claims was the statutory interest rate as provided for
in the tax code of the different jurisdictions.  The range of
statutory interest rates imposed by the Taxing Authorities had a
low of 9% to a high of 18%.

Although Section 506(b) does not specify the rate at which
interest should accrue, courts look to the statutory interest rate
provided it reflects a true interest rate and not a penalty.  
Accordingly, courts retain the discretion to modify statutory
interest rates under several circumstances, including, where the
statutory interest rate amounts to a penalty rather than to a
genuine interest rate.  Courts distinguish a true interest rate
from a penalty depending on whether "the charge denominated
'interest' . . . [is] 'interest eo nomine' -- interest imposed as
compensation for the detention of money -- or simply another
penalty for delinquency."

Assessment Technologies observes that the interest rates used by
the Taxing Authorities in calculating the interest due on the Tax
Claims incorporate a penalty element and do not solely compensate
the Taxing Authorities for the time-value of money commensurate
with the amount of the risk they have as secured creditors.  
Assessment Technologies compared LIBOR and Prime lending rates for
the period of time during which the Tax Claims remained unpaid,
and found that the average one-year rates were 3.41% and 6.00%.

                       6.5% Is Appropriate

Assessment Technologies has determined that the appropriate rate
of postpetition interest on the Tax Claims should be equal to
6.5%.  The Adjusted Rate represents Prime plus 0.5% for the period
the Tax Claims remained unpaid.  The Adjusted Rate takes into
account the appropriate credit risk of the Debtors and the Taxing
Authorities' secured status.

To the extent the Tax Claims were oversecured, and therefore
entitled to interest under Section 506(b), Assessment Technologies
used the Adjusted Rate to calculate the accrued interest on the
Tax Claims.  The Accrued Interest is included in the total Allowed
Tax Claim.

The Tax Claims include:

     Tax Authority                   Claim Amount  Allowed Amount
     -------------                   ------------  --------------
     Ada County Treasurer               $8,618.46     $4,385.08
     Adams County Treasurer             88,137.39        199.39
     Alameda County Tax Collector       31,357.85     12,812.13
     Boone County Collector             16,758.67     11,008.49
     Cape Gireardeau Co. Collector       7,824.54      2,626.37
     City of Chattanooga                52,876.79     15,355,23
     City of Lackawanna                 18,927.33     10,318.78
     Clayton County Tax Comm.           13,786.43      1,891.35
     Cook County Collector           1,834,201.25    791,588.28
     Grant Parish Sheriff's Off.        13,115.05          0.00
     Greene County Coll. of Revenue     11,144.15        555.26
     Gwinnett County Tax Comm.          22,516.90        155.12
     Tax Collector Spartanburg SC       42,254.90      3,218.41
     Jefferson County Tax Collector      9,705.24      1,010.35
     Knox County Trustee                20,558.40        456.21
     LaCrosse County Treasurer          19,454.70     13,329.26
     Lake County Treas. Office       2,243,219.30    977,643.24
     Parish of Jefferson                98,460.80      1,404.74
     Licking County Treasurer           85,627.25     33,377.50
     City of Linden                     64,279.08          0.00
     Lucas County Treasurer             17,656.50     12,128.77
     Kansas City, Missouri              40,105.73     22,373.43
     Nashville & Davidson County        73,646.13      6,826.86
     Miami-Dade Tax Collector           48,179.44      1,851.84
     Oakland County Treasurer            4,021.67        646.01
     Orange County Tax Collector         1,037.23        129.48
     Orange County Treasurer           104,525.22     41,844.86
     Polk County Tax Collector          26,700.16      3,758.35
     Potter County Tax Collector        11,199.62      6,813.10
     Pulaski County Treasurer           60,044.68      8,768.19
     Rapides Sheriff & Tax Coll.        26,913.04      8,749.67
     Jennings, Louisiana                 7,356.91          0.00
     Richland County Treasurer          36,754.49     11,393.58
     Sherriff of East Baton Rouge      221,649.31     48,483.04
     Sonoma County Tax Collector        16,828.74     10,132.92
     Stanislaus County Prop. Tax         6,139.72        838.62
     Tax Coll. Hillsborough County      15,199.39          0.00
     Town of West Brookfield             8,331.54      6,964.71
     Travis County                       1,207.61        148.56
     Ventura County Tax Coll.            1,275.45        158.52
     Wayne County Treasurer             32,936.47          0.00
     Wyandotte County Treasurer          5,193.19      4,361.98

(Safety-Kleen Bankruptcy News, Issue No. 78; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


SAN FLORIANO COMPANY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: San Floriano Company L.P.
        425 Via Chico
        Palos Verdes Estates, California 90274

Bankruptcy Case No.: 04-09533

Chapter 11 Petition Date: May 27, 2004

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: David A. Damore, Esq.
                  Damore Law, PC
                  6902 East FIRST Street, #100
                  Scottsdale, AZ 85251
                  Tel: 480-947-9481
                  Fax: 480-947-9715

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


SOLUTIA INC: Equity Committee Wants To Hire Jefferies As Advisor
----------------------------------------------------------------
The Official Committee of Equity Security Holders in Solutia,
Inc.'s chapter 11 case seeks the Court's authority to retain
Jefferies & Company, Inc., as financial advisors, nunc pro tunc to
March 31, 2004.

Richard L. Kuersteiner, Esq., at Franklin Advisors, Inc., in San
Mateo, California, explains that the services of a financial
advisor are necessary and appropriate to enable the Equity
Committee to evaluate the complex financial and economic issues
raised by the Debtors' reorganization proceedings, and to
effectively fulfill its statutory duties.  The Equity Committee
selected Jefferies because of its expertise in providing
financial advisory services to debtors and creditors in
restructurings and distressed situations.

Jefferies is an investment banking firm with principal office
located at 520 Madison Avenue, 12th Floor in New York 10022.  
Jefferies is a registered broker-dealer with the United States
Securities and Exchange Commission, and is a member of the Boston
Stock Exchange, the International Stock Exchange, the National
Association of Securities Dealers, the Pacific Stock Exchange,
the Philadelphia Stock Exchange, and the Securities Investor
Protection Corporation.  Jefferies was founded in 1962 and is a
wholly owned subsidiary of Jefferies Group, Inc.  Jefferies
Group, Inc., is a public company and, together with its
subsidiaries, have over $10,900,000,000 in assets and about 1,600
employees in office locations around the world.

Jefferies provides a broad range of corporate advisory services
to its clients including, without limitation, services pertaining
to:

   * general financial advice,
   * mergers, acquisitions, and divestitures,
   * special committee assignments,
   * capital raising, and
   * corporate restructurings.

Jefferies and its senior professionals have extensive experience
in the reorganization and restructuring of troubled companies,
both out-of-court and in Chapter 11 proceedings.  Jefferies
employees have advised debtors, creditors, equity constituencies,
and purchasers in many reorganizations.  Since 1990, these
professionals have been involved in over 100 restructurings
representing over $75,000,000,000 in restructured debt.

As the Equity Committee's financial advisor, Jefferies will:

   (a) analyze the business, operations, properties, financial
       condition and prospects of the Debtors;

   (b) advise the Equity Committee on the current state of the
       "restructuring market";

   (c) assist and advise the Equity Committee in developing a
       general strategy for accomplishing a restructuring;

   (d) assist and advise the Equity Committee in implementing a
       plan of restructuring with the Debtors;

   (e) assist and advise the Equity Committee in evaluating and
       analyzing a restructuring including the value of the
       securities, if any, that may be issued under any
       restructuring plan;

   (f) analyze various actions the Debtors propose during the
       pendency of the bankruptcy case;

   (g) review and evaluate the Debtors' financial performance;
       and

   (h) render other financial advisory services as may from time  
       to time be agreed upon by the Equity Committee and
       Jefferies.

Mr. Kuersteiner relates that Jefferies will be paid:

   (a) a $125,000 monthly retainer fee for the first three full
       months and $100,000 per month for the remainder of the
       engagement, payable in advance on the first day of each
       month;

   (b) a percentage of the Equity Committee's recoveries:

          Percentage       Recovery
          ----------       --------
               1%          Between $50,000,000 and $150,000,000
            1.25%          Between $150,000,000 and $300,000,000
               2%          Above $300,000,000

       Fees payable are due upon consummation of the
       Restructuring.  The Equity Committee will use its best
       efforts to provide for the fee payment in full in any plan
       of reorganization submitted for confirmation.  In no event
       will the Equity Committee be responsible for Jefferies'
       fees or costs; and

   (c) all fees, disbursements and out-of-pocket expenses
       incurred by Jefferies in connection with services to be
       rendered.

William Q. Derrough, a Managing Director of Jefferies, assures
the Court that the principals and professionals of Jefferies do
not have any connection with the Debtors, their creditors, or any
other party-in-interest, and do not hold or represent an interest
materially adverse to the Debtors' estates.  Jefferies is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

                   Creditors Committee Objects

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld, LLP,
in New York, asserts that given the current circumstances of the
Debtors' cases and the pending request of the Official Committee
of Unsecured Creditors to disband the Equity Committee, the
Equity Committee's application to retain Jefferies should not be
approved.

If the Equity Committee is disbanded, as the Creditors Committee
believes is appropriate, the proposed retention of Jefferies will
be a moot issue.  Authorizing the Equity Committee's retention of
Jefferies, even on an interim basis, prior to the adjudication of
the Request to Disband would allow Jefferies to incur significant
administrative fees and expenses before a determination has been
made that an equity committee is appropriate under the
circumstances of these cases.  Until a determination has been
made, the Debtors' estates should not be burdened by the fees and
expenses of the Equity Committee's professionals.

However, Mr. Dizengoff states that if the Court determines that
the Equity Committee's retention of Jefferies is appropriate at
this time, certain modifications to the proposed fee structure
are necessary to protect the Debtors' estates and creditors from
being harmed if and when the Equity Committee is disbanded.  The
necessary modifications are:

   * The monthly fees proposed to be paid to Jefferies should be
     paid only if Jefferies contractually agrees to disgorge any
     Monthly Fees received by it if the Equity Committee does not
     receive a material recovery in these cases; and

   * Jefferies should not receive the success fees proposed to be
     paid pursuant to the Application if the Equity Committee
     does not receive a material recovery in these cases.

The Creditors Committee's primary concern is that if the Equity
Committee is permitted to retain Jefferies, the Debtors' estates
and creditors will be forced to pay significant administrative
expenses to fund the Equity Committee's professionals when there
is a substantial likelihood that the Equity Committee will not
receive any, much less a material recovery in these Chapter 11
cases.

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


STEEL DYNAMICS: S&P Affirms BB- Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Steel
Dynamics Inc. to positive from stable.

At the same time, Standard & Poor's also affirmed all its ratings
on the Fort Wayne, Indiana-based company, including its 'BB-'
corporate credit rating. Steel Dynamics had approximately $600
million in total debt at March 31, 2004.

"The outlook revision reflects the prospects for a sustained
improvement in the company's financial profile, given that
currently strong industry conditions should continue through 2004
and potentially into 2005," said Standard & Poor's credit analyst
Paul Vastola. The combination of favorable industry conditions and
successful actions by SDI to enhance its product mix through
greenfield and acquisition initiatives should yield, at least in
the near term, strong financial performance and meaningful cash
flow generation that could result in an improved balance sheet and
sustained financial performance.

A ratings upgrade would be predicated on SDI's willingness and
ability to prudently balance its growth initiatives while
improving debt leverage in a cyclical and often-volatile industry.
The ratings on SDI reflect its aggressive growth initiatives and
debt leverage, highly competitive and cyclical end markets,
partially offset by its very low-cost position and successful
efforts to diversify its product lines. As a steel minimill
producer, the company benefits from a nonunionized workforce with
no retiree medical or pension obligations. The company also
benefits from strategic locations and has a good track record of
building new capacity at lower costs relative to its competition--
factors that contribute to SDI's low-cost position.


STOLT-NIELSEN: Expects to File Delayed Annual Report by June 16
---------------------------------------------------------------
Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI)
announced that it has filed with the Securities and Exchange
Commission a Form 12b-25 to extend to June 16, 2004, the filing
date for the Company's Annual Report on Form 20-F for fiscal 2003.

SNSA said that it needed more time to complete the filing because
of recent financing transactions, including the refinancing of one
of the Company's primary credit agreements, several transactions
that resulted in the deconsolidation of Stolt Offshore from the
Company, and ongoing discussions with its senior unsecured note
holders.

As previously reported, the Company is currently involved in an
ongoing disagreement with its senior unsecured noteholders with
respect to its compliance with certain convenants under its senior
unsecured notes. The Company has been in discussions with the
representatives of the senior unsecured noteholders attempting to
resolve this disagreement. As a result of the dispute, if the
Company were to file the Annual Report on Form 20-F June 1, it is
likely that the audit opinion of the Company's independent
accountants with respect to the Company's 2003 financial
statements would raise concerns over the Company's ability to
continue as a going concern.

The Company currently believes it will have adequate liquidity to
meet all its commitments through at least the remainder of this
fiscal year. The Company intends to file its Annual Report on Form
20-F on or before June 16, 2004.

                  About Stolt-Nielsen S.A.

Stolt-Nielsen S.A. is one of the world's leading providers of
transportation services for bulk liquid chemicals, edible oils,
acids, and other specialty liquids. The Company, through its
parcel tanker, tank container, terminal, rail and barge services,
provides integrated transportation for its customers. Stolt Sea
Farm, wholly-owned by the Company, produces and markets high
quality Atlantic salmon, salmon trout, turbot, halibut, sturgeon,
caviar, bluefin tuna, and tilapia. The Company also owns 41.7
percent of Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange:
STO), which is a leading offshore contractor to the oil and gas
industry. Stolt Offshore specializes in providing technologically
sophisticated offshore and subsea engineering, flowline and
pipeline lay, construction, inspection, and maintenance services.


THAXCO INC: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Thaxco, Inc.
        2866 Dauphin Street, Suite P
        Mobile, Alabama 36606

Bankruptcy Case No.: 04-12973

Type of Business: The Debtor operates a fast food chicken
                  restaurant.

Chapter 11 Petition Date: May 21, 2004

Court: Southern District of Alabama (Mobile)

Judge: Margaret A. Mahoney

Debtor's Counsel: Robert M. Galloway, Esq.
                  Galloway, Smith, Wettermark & Everest, LLP
                  P.O. Box 16629
                  Mobile, AL 36616-0629
                  Tel: 251-476-4493

Total Assets: $1,830,000

Total Debts:  $457,000

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
State of Alabama-Department   2002, 2003, 2004          $297,000
of Revenue                    sales taxes
Legal Division
P.O. Box 320001
Montgomery, AL 36130

Internal Revenue Service      2003 and 2004             $160,000
                              payroll taxes


UNITED AIRLINES: Files 2nd Reorganization Status Report
-------------------------------------------------------
"The [United Airlines] Debtors have continued making progress in
their restructuring efforts," James H.M. Sprayregen, Esq., at
Kirkland & Ellis, tells Judge Wedoff.

In addition to meeting the DIP covenants for March 2004, in March
and April, the Debtors made the first two payments of $60,000,000
each to repay the DIP financing loan from Bank One.  The Debtors
must make three more payments under the Bank One Loan.

In April, pursuant to their collective bargaining agreements, the
Debtors distributed a cash reward to employees under the new
Success Sharing Program, as the Debtors surpassed first-quarter
customer service and operational goals.  Specifically, the
Debtors exceeded the goals for on-time departures despite poor
winter weather and for customer service.

Based on the Pension Funding Equity Act, signed into law on
April 10, 2004, the Debtors' minimum required pension funding
obligation for 2004 was reduced from $1,100,000,000 to
$725,000,000.  However, the Debtors' overall expected funding
contributions for 2004 through 2008 remain unchanged at
$4,100,000,000.

The Debtors are finalizing an agreement with the Chapman Group.  
Final terms are taking longer than expected due to the complexity
of issues and reservations expressed by the Official Committee of
Unsecured Creditors.

The Transaction to sell 16 Boeing 767 Aircraft to Air Transport
Group, Inc., was never completed.  Air Transport's financing fell
through, making the sale impossible.  Since then, the Debtors
have actively marketed the aircraft and hope to identify another
purchaser.

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


UNIVERSAL COMMUNICATION: Lacks Auditors' Stamp on 2003 Report
-------------------------------------------------------------
On January 13, 2004, Universal Communication Systems, Inc. filed
its Form 10-KSB for the year ended September 30, 2003 with the
Securities and Exchange Commission.

Prior to this filing, the Company had not finished providing its
independent certified public accountants, Reuben E. Price & Co.,
with all of the information requested by the Firm to complete its
audit of the Company's financial statements for the years ended
September 30, 2003 and 2002.

In large part, the Company was not able to provide all requested
information to the Firm in a timely fashion because of a fire at
the building which houses the Company's corporate headquarters,
which resulted in the damage or destruction of many of the
Company's records.

Notwithstanding the fact that the Firm had not completed its audit
and the Financial Statements were only in draft form, the 2003
Report, including the Financial Statements and the Firm's
preliminary report thereon, was filed with the SEC.

On May 3, 2004, the Company was again notified by the Firm that it
had not completed its audit and had not rendered its consent to
the filing of its report on the Financial Statements with the SEC.
Until such time as the Firm releases its report of audit, it is
unwilling to be associated with the Financial Statements.

The Company has been preparing an amendment to the 2003 Report to
respond to certain SEC comments it had received in connection with
an SEC review of the Company's periodic filings. The Company is
continuing to provide the Firm with the information necessary for
it to complete its work and to consent to the filing of its report
on the Financial Statements with the amended 2003 Report. In
addition, the Company will reflect any changes required by the
Firm in the Financial Statements when it files the amended 2003
Report. The Company does not believe that the Financial Statements
as contained in the initial filing of the 2003 Report contained
any material inaccuracies.

Universal Communication Systems, Inc. -- whose March 31, 2004
balance sheet shows a total stockholders' deficit of $3,210,175 --
is currently focusing its operations on the design, manufacture
and sale of water production and generation systems along with
solar power systems.


VARELA ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Varela Enterprises Inc.
        P.O. Box 583
        Moorpark, California 93020

Bankruptcy Case No.: 04-00725

Chapter 11 Petition Date: May 21, 2004

Court: District of Arizona (Yuma)

Judge: James M. Marlar

Debtor's Counsel: Robert M. Cook, Esq.
                  Law Offices of Robert M. Cook
                  Missouri Commons - Suite #150
                  1430 East Missouri
                  Phoenix, AZ 85014
                  Tel: 602-285-0288
                  Fax: 602-285-0388

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Consolidated Fab Corp.                      $32,337

Insulfoam - Chino                           $20,347

SPRINT PC                                   $13,000

84 Lumber                                   $12,485

Johnson Lift/Hyster                         $12,380

Classic Accounting                          $11,850

Freedom Newspaper                            $8,189

Home Depot                                   $7,600

Wei Pei Structural Engr., Inc.               $4,121

Kyma TV Yuma                                 $1,550

American Linen/NSCO                          $1,385

APS                                          $1,064

KJOK Radio                                   $1,000

Air Gas West                                   $898

Valley Sand & Gravel                           $432

Yuma Winnelson Co.                             $407

Quest                                          $406

Mission Disposal                                $85


VISTA GOLD: Names Gregory Marlier as New Chief Financial Officer    
----------------------------------------------------------------
Vista Gold Corp. (Amex: VGZ; TSX) appoints Gregory G. Marlier to
the position of Chief Financial Officer effective immediately.
This follows a search lasting several months for an experienced
CFO with a substantial mining industry background.  

Greg brings over 25 years of experience in corporate finance,
accounting and securities regulatory compliance, much of which has
been in the mining industry.  He has a B.S. degree in Business
Administration/Accounting from John Carroll University.  Most
recently, he was CFO at Pacific Western Technologies, Ltd. in
Lakewood, Colorado, and has served in similar positions with Apex
Silver Mines, Ltd. of Denver, Colorado, and Cambior USA, Inc., of
Englewood, Colorado.

Michael B. Richings, President and CEO, stated, "Vista's former
President and CEO Jock McGregor recommended to the board that we
hire Greg, and Jock and I both worked with him in the past and
found him to be highly talented and capable.  I am pleased that he
will join us and assist the Company in its continued growth."

On another matter, the Company has granted Luzon Minerals, Ltd. a
two-month extension, to August 1, 2004, to complete its due
diligence program on the Company's Amayapampa project in Bolivia.  
As previously reported, in December 2003 the Company agreed to
sell its Amayapampa project to Luzon, which is in the process of
updating the feasibility study completed by Vista in 2000 and
negotiating a socio-economic agreement with the community
surrounding the Amayapampa project.  During this two-month
extension, Luzon will continue to pay Vista the sum of US$15,000
per month.  At the end of the due-diligence period, should Luzon
decide to exercise its option, Luzon will pay the Company
US$1,000,000 less payments made as of August 1 of US$100,000,
and issue Vista 2,000,000 common shares.
    
Vista Gold Corp., based in Littleton, Colorado, evaluates and
acquires gold projects with defined gold resources.  Additional
exploration and technical studies are undertaken to maximize the
value of the projects for eventual development.  The Corporation's
holdings include the Maverick Springs, Mountain View, Hasbrouck,
Three Hills, Hycroft and Wildcat projects in Nevada, the Long
Valley project in California, the Yellow Pine project in Idaho,
the Paredones Amarillos and Guadalupe de los Reyes projects in
Mexico, and the Amayapampa project in Bolivia.

As reported in the Troubled Company Reporter's April 1, 2004
edition, Vista Gold's Form 10-K as of December 31, 2003 contained
a going concern qualification from the Corporation's independent
auditors.


WINDSOR WOODMONT: Ameristar Offers $115M+ for Mountain High Casino
------------------------------------------------------------------
Ameristar Casinos, Inc. (Nasdaq: ASCA) announced that it has
signed an agreement with Windsor Woodmont Black Hawk Resort Corp.
to acquire Mountain High Casino in Black Hawk, Colorado for
approximately $115 million, plus the assumption of Windsor
Woodmont's liability for the approximately $2.4 million principal
amount of outstanding Black Hawk Business Improvement District
Bonds.

Windsor Woodmont will also be entitled to receive contingent
payments during the four-year period following the closing of the
acquisition equal to 10% of the property's earnings before
interest, taxes, depreciation and amortization (EBITDA) for each
year in excess of $17.5 million prior to the opening of a hotel on
the property, and 10% of EBITDA for each year in excess of $24
million following the opening of a hotel (with EBITDA calculated
to exclude any charges attributable to the development and
construction of the hotel).

Windsor Woodmont is currently operating as a debtor-in-possession
in a pending Chapter 11 case before the United States Bankruptcy
Court for the District of Colorado. Ameristar's acquisition of
Mountain High Casino will form the basis of Windsor Woodmont's
amended plan of reorganization. The Ad Hoc Committee of certain
holders of Windsor Woodmont's first mortgage notes has agreed to
support the amended plan of reorganization.

Closing of the acquisition is subject to the confirmation of the
amended plan of reorganization by the Bankruptcy Court, the
receipt of gaming regulatory approvals, the expiration of the
waiting period under the Hart- Scott-Rodino Antitrust Improvements
Act and other customary closing conditions. Subject to the
satisfaction of these conditions, closing is expected to occur in
the fourth quarter of 2004. Ameristar plans to finance the
purchase out of available cash, through an increase in the
borrowing capacity under its senior credit facilities, through the
issuance of debt securities or a combination thereof.

                 About Mountain High Casino

Mountain High Casino is an upscale, integrated gaming and
entertainment facility located in the center of the Black Hawk
gaming district, approximately 40 miles west of Denver, Colorado.
It is the largest casino in Colorado, with approximately 425,000
square feet, 57,000 of which is currently used for gaming. The
property features approximately 1,000 slot machines and 24 table
games (including poker), a steak and seafood restaurant, a buffet
and food court, a 5,000 square-foot entertainment showroom that
seats approximately 500 and a parking garage with space for
approximately 800 vehicles, among other amenities.

Ameristar intends to make a number of significant capital
improvements to the property, including the construction of a 300-
room AAA Four Diamond- quality hotel and additional covered
parking, reconfiguration and expansion of the gaming area, the
addition and replacement of food and beverage outlets, enhancement
of the entertainment showroom and the introduction of cashless
slot technology and other gaming equipment upgrades. These
projects, which are key to the rebranding of the property under
the Ameristar flag, are anticipated to cost approximately $75
million and are expected to occur in stages during the three years
following Ameristar's acquisition of the property.

"We are very excited about the opportunity to acquire Mountain
High Casino," said Craig H. Neilsen, President and CEO of
Ameristar. "Mountain High is a high-quality property with an
attractive and distinctive design and an excellent location in one
of the major gaming markets in the United States. We have
carefully studied the facility's operations and are confident that
the physical improvements that we plan to make, along with the
implementation of our proven operating strategies, will enable us
to realize an attractive return on our investment, consistent with
those of our other market-leading facilities. The acquisition will
also add to the geographic diversification of our portfolio and,
given our strong financial position, will not impact our ability
to continue our recently instituted cash dividend policy or to
pursue other development opportunities."

                       About Ameristar

Ameristar Casinos, Inc. is a leading Las Vegas-based gaming and
entertainment company known for its premier properties
characterized by innovative architecture, state-of-the-art casino
floors and superior dining, lodging and entertainment offerings.
Ameristar's focus on the total entertainment experience and the
highest quality guest service has earned it the leading market
share position in each of the five markets in which it operates.
Founded in 1954 in Jackpot, Nevada, Ameristar recently marked its
10th anniversary as a public company. The company has a portfolio
of six casinos: Ameristar Kansas City; Ameristar St. Charles
(greater St. Louis); Ameristar Council Bluffs (Omaha, Nebraska and
southwestern Iowa); Ameristar Vicksburg (Jackson, Mississippi and
Monroe, Louisiana); and Cactus Petes and the Horseshu in Jackpot,
Nevada (Idaho and the Pacific Northwest).

      
* Thomas C. Frongillo Joins Mintz Levin's Boston Office
-------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. announced that
Thomas C. Frongillo has joined the firm as a member of the
Litigation Section in the Boston office. Mr. Frongillo is an
expert in the areas of white-collar criminal defense, securities
and internal corporate investigations and complex civil
litigation. Before joining Mintz Levin, Mr. Frongillo was a
partner at Testa, Hurwitz & Thibeault. Prior to that, Mr.
Frongillo served for nearly ten years as an Assistant United
States Attorney in the U.S. Attorney's Office for the District of
Massachusetts where he was responsible for the prosecution of
numerous high-profile multi-defendant cases.

"Tom's expertise, as an Assistant United States Attorney and in
private practice, in cases involving white-collar crime,
securities and internal investigations, is an excellent compliment
to Mintz Levin's litigation practice in those areas," said
Elizabeth B. Burnett, Chair of Mintz Levin's Litigation section.
"With more than 125 experienced litigators in six offices across
the country, Mintz Levin has the expertise, experience and depth
to represent our clients aggressively, creatively and
successfully."

"Mintz Levin has an outstanding reputation as a premier firm in
its handling of the most complex litigation matters," said Mr.
Frongillo. "I'm thrilled to be joining such a dynamic and well-
respected team."

Mr. Frongillo has received numerous awards and commendations from
various law enforcement agencies including the U.S. Department of
Justice, the Federal Bureau of Investigation, the Drug Enforcement
Administration, the Criminal Investigation Division of the
Internal Revenue Service, the Organized Crime Drug Enforcement
Task Force, the U.S. Customs Service, the Bureau of Alcohol,
Tobacco & Firearms, the Boston Police Department, the
Massachusetts State Police, the New York City Police Department,
the Suffolk County District Attorney's Office and the Plymouth
County District Attorney's Office. He also has served as a trial
advocacy instructor at the Attorney General's Advocacy Institute
of the U.S. Department of Justice.

Mr. Frongillo earned a B.A., magna cum laude, from the College of
the Holy Cross and a J.D. from the University of Virginia School
of Law.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC is a
multidisciplinary law firm with over 450 attorneys and senior
professionals in Boston, Washington D.C., Reston, VA, New York,
New Haven, CT, Los Angeles and London.

Mintz Levin is distinguished by its reputation for responsive
client service and expertise in the areas of bankruptcy; business
and finance; communications; employment; environmental; federal;
health care; immigration; intellectual property; litigation;
public finance; real estate; tax; and trusts and estates. Mintz
Levin's international clientele range from privately held start-
ups to Fortune 100 companies in a wide array of industries
including biotechnology, venture capital, telecommunications,
health care and high technology.

Mintz Levin was one of the first law firms to develop
complementary consulting capabilities to provide complete
solutions to clients' problems, including investment/wealth
management, government and public affairs and transactional
insurance.

                           *********

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.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Rizande B. Delos Santos, Paulo
Jose A. Solana, Jazel P. Laureno, Aileen M. Quijano and Peter A.
Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***