TCR_Public/040719.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, July 19, 2004, Vol. 8, No. 148

                            Headlines

A.B.DICK: Court Approves First-Day Orders & Interim DIP Financing
ACCREDO HEALTH: S&P Rates $550 Mil. Sr. Secured Facility at BB
AGILENT TECHNOLOGIES: Wins Exclusive Rights to Sell SSI's CyberLAB
AIR CANADA: Jazz Flight Attendants Ratify Labour Agreement
AIR CANADA: Judge Farley Approves CN$250 Million Cerberus Deal

AIRCRAFT TOOLING: Case Summary & 20 Largest Unsecured Creditors
AIRNET COMMS: BDO Seidman Replaces Deloitte & Touche as Auditors
ARLINGTON HOSPITALITY: Engages Financial and Strategic Advisor
ARMSTRONG HOLDINGS: Sells Land Next To Wave Facility For $275,000
ASPECT COMMS: Reports $91 Million Second Quarter Revenues

ASPEN TECHNOLOGY: FTC Publishes Proposed Settlement Agreement
AVIGEN INC: Implements Restructuring Plan & Reducing Headcount
BAYVIEW FINANCIAL: Fitch Affirms Low-B Ratings of 4 Classes
BIOTRANSPLANT: Liquidating Chapter 11 Plan Took Effect April 26
BOYDS COLLECTION: Dennis Brando Leaves Post as VP-Merchandising

BREUNERS HOME: Seeks to Retain Keen in Real Estate Disposition
CALPINE CORP: Broadcasts Second Quarter Earnings Call on August 5
CATHOLIC CHURCH: Seeks Approval To Employ Schwabe As Counsel
CENTERPOINT ENERGY: Reschedules Q2 2004 Webcast to August 6
CHALK MEDIA: TELUS Communications Inc. Provides Title Sponsorship

CHAPCO CARTON CO: Case Summary & 20 Largest Unsecured Creditors
CITYSCAPE CORPORATION: Fitch Downgrades Class B-1F Ratings to CCC
CONSECO INC: Appoints Dewey Ingham as Executive Vice President-HR
COVANTA ENERGY: Court Extends Unsecured Claims Objection Deadline
CRESCENT REAL: Declares Q2'04 Common & Preferred Share Dividends

DATATEC SYSTEMS: Senior Credit Facility Increased & Extended
DIGITAL LIGHTWAVE: Expands Worldwide Distribution With Telmaco
EL CAPITAN: James Ricketts & Bill Weeks Join Board of Directors
ENDURANCE SPECIALTY: Closes $250 Million Senior Debt Offering
ENRON CORP: Ask Court Okay To Sell Jefferson Lot To Golden Pass

ENRON: Employee Committee Comments on Bankruptcy Plan Approval
EQUIFIN INC: Begins Trading in the Over-the-Counter Market
FALCON HOSPITALITY: Hires Marcus & Millichap as Estate Broker
FLEMING COMPANIES: Court Okays Dunigan Committee Settlement
FLINTKOTE COMPANY: Members of Asbestos Claimants Committee Named

FRANK'S NURSERY: Names Walter Spokowski as New President & CEO
GMAC COMMERCIAL: Fitch Affirms Low Ratings of Classes J To P
GROUPE BOCENOR: Creditors Consent to Canadian BIA Proposal
GTC BIOTHERAPEUTICS: Refinances $10 Million Credit Facility
HARRAH'S: Fitch Affirms BB+ Sr. Subordinated Debt Ratings

HIGH ROCK HOLDING: Case Summary & 6 Largest Unsecured Creditors
INFRASTRUCTURE SERVICE: Case Summary & 19 Unsecured Creditors
IPIX CORP: Reports $3.6 Million Net Loss in 1st & 2nd Quarters
JIM RICH ENTERPRISES: Case Summary & Largest Unsecured Creditors
J NET ENTERPRISES: InterWorld Corp. Subsidiary files for Chapter 7

KING SERVICE INC: Case Summary & 20 Largest Unsecured Creditors
LA QUINTA: Fitch Affirms Sr. Unsecured Ratings at BB-
MIRANT CORP: Court Okays Simpson's Withdrawal as Committee Counsel
MORGAN STANLEY: Fitch Affirms Low Ratings on 6 Classes
NAVITRAK INT'L: Extends Closing Date For Sale To Blackstone

NESS ENERGY: Says $946,000 2nd Quarter Gross Income Highest Ever
NEW HEIGHTS: U.S. Trustee Names 3-Member Creditors' Committee
NEWMARKET TECHNOLOGY: Acquires 25% Interest in RedMoon Broadband
NEXEN INC: Generates Solid Second Quarter Financial Results
NEXTEL COMMS: Subsidiary Re-Finances Secured Debt Facility

NIR DIAGNOSTICS:  Shareholders Approve New CME Telemetrix Name
OCWEN RESIDENTIAL: Fitch Downgrades Class B-2 Ratings to CCC
OGLEBAY NORTON: Closes on $305 Mil. Debtor-in-Possession Financing
ORDERPRO LOGISTICS: Subsidiary Reports 63% Increase in Revenues
PARMALAT GROUP: Expands Scope of Lazard Freres' Retention

PARMALAT USA: Farmland Agrees to Sell Milk Products of Alabama
PARMALAT USA: Martin Margherio Sits as Farmland Dairies' New COO
PENTON MEDIA: Stockholders Reelect Directors & Approve Accountants
PG&E NATIONAL: Exclusive Plan Period Extended to Sept. 16
PLEJ'S LINEN: Committee Taps Poyner as North Carolina Counsel

RELIANCE GROUP: Court Okays Sale of 26-Acre Lot to TC MidAtlantic
SHAW GROUP: Reports $10 Million Net Income in Third Quarter
SOLUTIA INC: Court Extends Plan Proposal Period to Oct. 12
SAINT AMBROSE APARTMENTS: Voluntary Chapter 11 Case Summary
TELEWEST COMMUNICATIONS: Completes Financial Restructuring

TITAN INTERNATIONAL: S&P Hangs Junk Rating on Sr. Sub. Notes
TRANSTECHNOLOGY: June 27 Stockholders' Deficit Widens to $4.5M
US AIRWAYS: Flight Attendants to Discuss Cost-Saving Alternatives
WOMEN FIRST: Wants Until September 27 to Make Lease Decisions
WORLDSPAN LP: Bolsters Unique Supplier Content in Canada

* BOND PRICING: For the week of July 19 - July 23, 2004

                           *********

A.B.DICK: Court Approves First-Day Orders & Interim DIP Financing
-----------------------------------------------------------------
A.B.Dick Company said that U.S. Bankruptcy Judge Charles G. Case
II of the United States Bankruptcy Court for the District of
Delaware has approved "first-day" motions presented by the
Company, including orders allowing the Company to continue to pay
salaries, wages and benefits and honor pre-petition obligations to
its employees, and orders authorizing the Company to honor its
customers' maintenance contracts. The Court also gave the Company
interim approval to borrow up to $3.194 million from a $7 million
debtor-in-possession credit facility being provided to the Company
by Presstek, Inc. and KeyBank National Association. The DIP credit
facility also provides A.B.Dick Company with the ability to use
proceeds from its pre-petition and post-petition receivables to
fund its continuing operations through the Section 363 sale
proceedings.

The orders provide the Company with the liquidity necessary to
continue operations without disruption and meet its obligations to
its suppliers, customers and employees during the Chapter 11
process. A final hearing on approval for use of the entire DIP
facility has been set for August 5, 2004.

On July 13, 2004, A.B.Dick, a privately held, worldwide supplier
of equipment and supplies to the graphic arts and printing
industry, filed a voluntary petition for protection from creditors
under Chapter 11 of the U.S. Bankruptcy Code, along with its
parent company, Paragon Corporate Holdings, Inc., and the Paragon
subsidiaries Interactive Media Group and Multigraphics LLC.
A.B.Dick at the same time has signed a purchase agreement with
Presstek, Inc. (Nasdaq: PRST), for Presstek to acquire the
business and assets of A.B.Dick, subject to Court approval. During
the Chapter 11 and sale process, A.B.Dick and all its units will
continue to manufacture and deliver products and provide services
to customers as usual.

A.B.Dick has retained H. Jeffrey Schwartz and John A. Gleason of
Benesch, Friedlander, Coplan & Aronoff LLP as debtor counsel,
Candlewood Partners LLC as financial adviser, and Squire Sanders &
Dempsey LLP as special corporate counsel.

Presstek, Inc. is a leading manufacturer and marketer of
environmentally responsible high-tech digital imaging solutions to
the graphic arts and laser imaging markets. For more information
on Presstek, visit http://www.presstek.com/or call 603-595-7000  
or email: info@presstek.com.

A.B.Dick Company celebrates 120 years as a leading worldwide
supplier to the graphic arts and printing industry in 2004. It
manufactures and markets equipment and supplies for all stages of
document creation -- pre-press, press and post-press -- and
provides continuing service and support.


ACCREDO HEALTH: S&P Rates $550 Mil. Sr. Secured Facility at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' senior secured
debt rating to the proposed $550 million senior secured credit
facility of specialty pharmaceutical distributor Accredo Health
Inc. The proposed facility consists of a $175 million revolving
credit facility due 2009 and a $375 million term loan B due 2011.

Standard & Poor's has assigned a recovery rating of '2' to the
entire $550 million facility. This rating indicates Standard &
Poor's expectations of a substantial recovery of principal in the
event of a default. At the same time, Standard & Poor's affirmed
its 'BB' corporate credit rating on the company. The outlook is
stable.

Proceeds from the proposed offering will be used to refinance a
prior credit facility and to fund operations and future
acquisitions. After the transaction, Accredo will have $550
million of rated debt.

"The speculative-grade ratings on Accredo reflect concerns about
the company's concentration on a single, highly competitive
business segment, specialty pharmaceuticals," said Standard &
Poor's credit analyst Arthur Wong. "The ratings also reflect the
company's exposure to reimbursement rate cuts and the risks
inherent in its acquisition activity. These concerns are tempered
by the prospects of increasing demand for specialty pharmaceutical
services, the promise of an increasing number of biotech drug
approvals, the company's successful track record of operating
success, and its moderate financial profile."

Memphis, Tennessee-based Accredo holds a leading position in the
estimated $7 billion specialty pharmacy business. The company
serves patients with chronic diseases, who, though small in
number, account for a significant share of all health care costs.
Drugs for these patients are very expensive and mainly consist of
injectable medications for incurable chronic conditions. Because
the drugs are typically provided for a lifetime of treatment, they
offer the company a sustained, highly visible revenue stream.

Accredo competes not only on service but also on the price
advantage it offers its customers. It is able to buy from
manufacturers at these lower prices because of its large
purchasing volume in specific therapeutic categories. Accredo
derives approximately 35% of its revenues from the sale of
hemophilia products and intravenous immunoglobin.


AGILENT TECHNOLOGIES: Wins Exclusive Rights to Sell SSI's CyberLAB
------------------------------------------------------------------
Agilent Technologies Inc. (NYSE:A) and Scientific Software Inc.
signed an exclusive agreement for Agilent to market, sell and
support SSI's industry-leading CyberLAB Enterprise Content
Management System. Agilent will market the product under its new
family name -- Agilent Cerity -- to the pharmaceutical, chemical,
petrochemical, forensic, environmental, homeland security, and
food and beverage markets.

"The addition of CyberLAB is a key part of our strategy to provide
a family of software solutions that address the complete lifecycle
of analytical information, from data acquisition to knowledge
management and retention," said Jim Miller, director of software
for Agilent's Life Sciences and Chemical Analysis business. "This
will enable scientists to collaborate across laboratory
operations, linking information from a wide range of analytical
instrumentation and data sources."

Currently used by leading pharmaceutical and chemical companies
worldwide, CyberLAB ECMS is a Web-based electronic library that
collects, organizes, indexes, stores, archives and shares
electronic records -- from raw analytical instrument data and
reports to compliance records, MS Office documents, PDF documents,
molecular drawings, pictures and video. CyberLAB automatically
extracts searchable metadata from each of the files, and provides
powerful search capabilities and embedded viewers for many file
types. As a result, knowledge workers find information faster and
make more informed decisions.

Agilent's current portfolio of laboratory software includes the
Agilent Cerity chromatography data system and ChemStation
analytical workstations, which are used to acquire, process and
report data from analytical instruments. Agilent has also
established a series of application integrations that provide open
and seamless interfaces to enterprise resource planning and
laboratory information management systems. With the addition of
CyberLAB, Agilent can provide customers with a portfolio of
software for information management in the laboratory and beyond.

"With a reputation for outstanding customer service and knowledge
of laboratory operation and informatics that spans the instrument-
to-enterprise level, Agilent is an ideal partner for SSI," said
Dr. Soheil Saadat, president and CEO of Scientific Software, Inc.
"We are excited that CyberLAB will now be more accessible to
Agilent's 22,000 life sciences and chemical customers worldwide,
and we are fully committed to satisfying the needs of current and
future customers together with Agilent as a strategic channel
partner."

Existing and new CyberLAB customers will benefit from extended
support, worldwide consulting and validation services from Agilent
as a single-source provider. Under the agreement, Scientific
Software maintains intellectual property rights to CyberLAB ECMS
and will continue to focus on new product development as well as
work with technology partners to develop integrations with
enterprise applications such as eNotebook, LIMS, ERP and
established vendors of analytical instrumentation.

More information about CyberLAB is available on Agilent's Web site
at http://www.agilent.com/chem/CerityECMS

                About Scientific Software, Inc.

Scientific Software, Inc. is a world leader in the development,
sale and support of enterprise content management solutions to
help organizations better manage the complete lifecycle of
business information. Scientific Software, Inc. is based in
Pleasanton, Calif. Further information about Scientific Software,
Inc. and its products is available at www.scisw.com or at 1-800-
588-8878.

                  About Agilent Technologies

Agilent Technologies Inc. (NYSE:A) is a global technology leader
in communications, electronics, life sciences and chemical
analysis. The company's 28,000 employees serve customers in more
than 110 countries. Agilent had net revenue of $6.1 billion in
fiscal year 2003. Information about Agilent is available on the
Web at http://www.agilent.com/

                       *   *   *

As reported in the Troubled Company Reporter's May 27, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Palo  Alto, California-based Agilent Technologies Inc. to positive
from negative. The 'BB' corporate credit and senior unsecured debt
ratings were affirmed. The outlook revision reflects a
strengthening operating profile, as evidenced by significant
improvements in profitability and a return to revenue growth in
recent quarters, combined with a liquid balance sheet.

"Agilent has sharply improved its profitability over the past
three quarters following an extended period of losses. A
continuation of current operating performance could result in a
higher rating within a few quarters," said Standard & Poor's
credit analyst Joshua Davis.

The ratings on Agilent continue to reflect volatility in
profitability resulting from a three-year downturn in overall
operating performance and challenges in gearing the company's cost
structure to the reduced revenue levels. This partially is offset
by a broad and diverse business profile, entrenched positions in
test and measurement and other segments, and relatively strong
balance sheet liquidity. Agilent serves the communications,
electronics, and life science markets with test, measurement, and
other instruments, and also makes semiconductor products.


AIR CANADA: Jazz Flight Attendants Ratify Labour Agreement
----------------------------------------------------------
Air Canada Jazz announced that with the ratification of its flight
attendant labour agreement all Jazz collective agreements have
been ratified.  These agreements are part of the $200 million
annual labour cost realignment required to satisfy the Deutsche
Bank Standby Purchase Agreement and the GE Capital Aviation
Services Global Restructuring Agreement.

The Ontario Supreme Court had granted Air Canada Jazz flight
attendants, represented by Teamsters Canada, an extension to
complete the ratification process. Air Canada Jazz employs
approximately 600 flight attendants.

"This is a very significant milestone, as it clears the way for
Jazz to focus on our future and to move ahead with finalizing the
expansion of our regional jet fleet," said Joseph D. Randell,
President and Chief Executive Officer for Air Canada Jazz.

Canadian Air Lines Dispatch Association, representing Air Canada
Jazz dispatchers, was the first to ratify its collective agreement
on May 16th. Agreements have also been ratified by Air Canada
Jazz's 1000 pilots represented by the Air Line Pilots Association
International, 800 maintenance and engineering employees, 600
customer and aircraft services staff, and 20 crew schedulers
represented by Canadian Auto Workers.

"All Jazz employees have made significant sacrifices during this
challenging period and have pulled together to achieve this
positive outcome," said Joseph Randell. "We are very optimistic
about things to come at Jazz. I sincerely thank our flight
attendants for recognizing the importance of this deal and for
supporting Jazz's future."

Air Canada Jazz is Canada's second largest airline, operating a
fleet of over 90 aircraft to over 70 destinations in Canada and
the United States.

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


AIR CANADA: Judge Farley Approves CN$250 Million Cerberus Deal
--------------------------------------------------------------
At the Applicants' behest, Mr. Justice Farley approves the
CN$250,000,000 equity investment agreement Air Canada signed with
Cerberus ACE Investment, LLC, an affiliate of Cerberus Capital
Management, L.P.

Cerberus, a New York-based private investment firm, will invest
in the convertible preference shares of ACE Aviation Holdings,
Inc., the new parent holding company of Air Canada.  The
convertible preference shares will be convertible into common
shares at the option of Cerberus and will, initially upon
issuance, be convertible into 9.16% of the common equity of Air
Canada.

The investment will be effected as part of the Applicants' Plan
of Compromise and Arrangement.

The Applicants initially solicited bids from 18 potential private
equity investors in accordance with the Equity Protocol approved
by the CCAA Court.  The potential investors conducted detailed
due diligence during May and June 2004.

The Applicants determined that Cerberus' offer is the best.  The
9.16% common equity ownership represented by the convertible
preference shares to be issued upon the Applicants' exit from the
CCAA proceedings is materially lower than the target 12%
initially established under the Equity Protocol.  Therefore, the
initial conversion terms of the Investment Agreement are less
dilutive -- and hence, more favorable -- to the Applicants'
creditors.

Based on the financial analysis prepared by Seabury Securities,
LLC, the Applicants' financial advisor, the annual accretion in
the value of the convertible preference shares will increase the
potential common equity ownership on an as-converted basis to

     (i)  10.4% on the anniversary date at the end of the second
          year after issuance and
    
      (ii) 12.9% on maturity at the end of the seventh year after
          issuance in the event the convertible preference shares
          are not otherwise converted under the terms of the      
          Investment Agreement before that time.

Seabury illustrates the allocation of equity, on an as-converted
basis, upon the Applicants' emergence:

     Stakeholder/Investor          Approx. Equity Allocation
     --------------------          -------------------------
     Creditors (from claims)                 45.80%
     Rights Offering/Deutsche Bank           42.00%
     Cerberus (initial)                       9.20%
     Management Options                       3.00%
     Current Shareholders                     0.01%

Ernst & Young, Inc., the Court-appointed Monitor, recommended the
approval of the Cerberus investment.  The Ad Hoc Unsecured
Creditors' Committee supports the Investment Agreement.

The major terms of the Investment Agreement are:

   Pricing:        $250 million preference share investment for
                   the equivalent of 9.16% of the fully diluted
                   common share equity of ACE on an as-converted
                   basis on exit from CCAA.

   Capital
   Structure:      Three classes of equity:

                   (1) ACE Preference Shares -- issued to
                       Cerberus;

                   (2) ACE Variable Voting Common Shares --
                       issued to non-Canadian creditors; and

                   (3) ACE Voting Common Shares -- issued to
                       Canadian creditors.

   Accretion:      Non-cash accretion of 5.0% per annum
                   compounded semi-annually.

   Term:           Seven years with up to six 6-month extension
                   periods, in certain circumstances, to a
                   maximum term of ten years.

   Conversion:     Convertible at the option of Cerberus at any
                   time at a premium of 35% over the buy-in
                   price, adjusted downward to a premium of 30%
                   after one year.

                   Mandatory conversion at the option of ACE in
                   the event that the common stock trades above
                   200% of the conversion price for 30
                   consecutive trading days during the first
                   year.

                   Mandatory conversion at the option of ACE in
                   the event that the common stock trades above
                   175% of the conversion price for 30
                   consecutive trading days after the first year.

   Mandatory
   Redemption:     Mandatory conversion into common shares after
                   seven years unless the stock price has been
                   trading at less than the then accreted value,
                   which would result in Cerberus not being
                   required to convert and a reduction in the
                   conversion price of 3.75%.

                   After the seventh year anniversary, the
                   evaluation process is repeated every 6 months
                   -- conversion is mandatory unless the common
                   stock price has been trading at less than the
                   then accreted value, which would result in
                   Cerberus not being required to convert and a
                   further reduction in the conversion price of
                   3.75% in each successive 6-month period up to
                   10 years.

                   Cerberus has the right to require ACE to
                   redeem preference shares in cash at the
                   accreted value on the 10th anniversary.

                   No redemption at the option of Air Canada.

   Lock-Up
   Period:         A 24-month lock-up period unless forced
                   conversion takes place, which results in a
                   lock-up restriction remaining on 50% of the
                   shares.

   Governance:     Cerberus has a non-transferable right to
                   designate three persons to the 11-member Air
                   Canada Board of Directors.

                   Board designation threshold reduced in the
                   event Cerberus sells below 75% and 50% of its
                   initial stake after two years.

   Material
   Conditions:     To be satisfied or waived by Closing:

                   (1) The GE Capital Exit Financing and other
                       GE Capital financing arrangements will be
                       completed on terms not materially
                       inconsistent with the current terms;

                   (2) Deutsche Bank will not have terminated its
                       obligations under the Standby Purchase
                       Agreement pursuant to the occurrence of a
                       material adverse change;

                   (3) All necessary regulatory approvals will
                       have been obtained;

                   (4) Consummation of the rights offering will
                       take place contemporaneously; and

                   (5) All necessary approvals for the Plan will
                       have been obtained as necessary.

   Closing:        Closing on the date of consummation of the
                   Rights Offering.

   Termination:    (1) By either party, if the parties are in
                       mutual agreement or if the Closing does
                       not occur by December 31, 2004;

                   (2) By Cerberus, if Air Canada's closing
                       conditions are not fulfilled; or

                   (3) By Air Canada, if Cerberus' closing
                       conditions are not fulfilled.

   Expenses
   and Fees:       The Applicants will pay:

                   -- $250,000 in monthly fees from July 1, 2004
                      until the Closing; and

                   -- the balance of all reasonable unpaid fees
                      and expenses associated with Cerberus'
                      investment in Air Canada.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIRCRAFT TOOLING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aircraft Tooling, Inc.
        11250 Luna Drive
        Dallas, Texas 75229

Bankruptcy Case No.: 04-37704

Type of Business: The Debtor provides aircraft repair services.
                  See http://www.atirepairstation.com/

Chapter 11 Petition Date: July 15, 2004

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Mark Ian Agee, Esq.
                  Mark Ian Agee, P.C.
                  5207 McKinney Avenue, Suite 16
                  Dallas, TX 75205
                  Tel: 214-320-0079

Total Assets: $1,725,577

Total Debts:  $1,055,807

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Jeremy Jackson                Litigation              $1,000,000
c/o Law Office of Joel
Fineberg
3811 Turtle Creek Blvd.,
Suite 1900
Dallas, TX 75219

GMAC Bankruptcy Dept.         Purchase Money             $15,240

United Healthcare             Insurance                  $15,099

The Trident Company           Services                    $4,488

Boeing Commercial Airplane    Services                    $4,140

American Express              Credit Card                 $3,125

Genie Products, Inc.          Services                    $3,039

Campbell Grinding & Machine,  Services                    $2,643
Inc.

A.I. Credit Corp.             Services                      $909

Citibank Advantage            Services                      $831

Bay State Surface             Services                      $720
Technologies, Inc.

T.P.I. Reagan, Inc.           Services                      $708

Home Depot Credit Services    Services                      $604

Metroplex Welding Supply      Services                      $538

Bron Tapes of Texas, Inc.     Services                      $435

Federal Express               Services                      $344

Cingular Wireless             Services                      $317

Bodycote Thermal Processing,  Services                      $309
Inc.

Cingular Wireless             Services                      $254

Dun & Bradstreet              Services                      $215


AIRNET COMMS: BDO Seidman Replaces Deloitte & Touche as Auditors
----------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC), the technology
leader in software defined base station products for wireless
communications appointed BDO Seidman, LLP as the Company's
independent auditors for the year ending December 31, 2004.

The appointment of BDO was approved by AirNet's Audit Committee
following a thorough and comprehensive evaluation process, a
review of BDO's qualifications, and proposed audit scope and fees.

Commenting on the appointment of BDO Seidman, Dr. George Calhoun,
Chairman of the Board and Audit Committee for AirNet
Communications, said: "We are pleased to engage BDO Seidman as
independent auditors for AirNet Communications. We believe they
possess the requisite base of industry experience required by our
business. We also believe that BDO will prove to be an excellent
fit for AirNet relative to their fees, the scope of their
services, and their ability to fully serve the needs of a company
of our size."

On June 2, 2004, AirNet Communications said Deloitte & Touche LLP
would be replaced. The change in accountants was not the result of
any disagreement between AirNet and Deloitte & Touche on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures.

Deloitte & Touche has agreed to assist the Company in effecting an
efficient transition to BDO.

                     About BDO Seidman, LLP

BDO Seidman, LLP is a national professional services firm
providing assurance, tax, financial advisory and consulting
services to private and publicly traded businesses. For more than
90 years, BDO has provided quality service and leadership through
the active involvement of its most experienced and committed
professionals. BDO Seidman serves clients through more than 35
offices and 250 independent alliance firm locations nationwide. As
an independent member firm of BDO International, BDO Seidman
serves clients by leveraging a global distribution network of
resources comprised of nearly 600 member firm offices in 99
countries.

                        About AirNet

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless data and voice services to mobile subscribers. AirNet's
patented broadband, software-defined AdaptaCell(R)
SuperCapacity(TM) adaptive array base station solution provides a
high-capacity base station with a software upgrade path to high-
speed data. The Company's AirSite(R) Backhaul Free(TM) base
station carries wireless voice and data signals back to the
wireline network, eliminating the need for a physical backhaul
link, thus reducing operating costs. The Company's RapidCell(TM)
base station provides government and military communications users
with up to 96 voice and data channels in a compact, rapidly
deployable design capable of processing multiple GSM protocols
simultaneously. AirNet has 69 patents issued or filed and has
received the coveted World Award for Best Technical Innovation
from the GSM Association, representing over 400 operators around
the world. More information about AirNet by visiting the AirNet
Web site at http://www.airnetcom.com/

                         *   *   *  
  
As reported in the Troubled Company Reporter's March 10, 2004  
edition, AirNet Communications Corporation announced that its  
auditors, Deloitte & Touche LLP, had informed the Company that its  
independent auditors' report issued with the Company's financial  
statements as of and for the year ended December 31, 2003 will  
include a paragraph that describes conditions that give rise to  
substantial doubt about the Company's ability to continue as a  
going concern. This paragraph is consistent with the going-concern  
paragraph received by the Company in fiscal years 2001 and 2002.  
Such conditions and management's plans concerning those matters  
will be disclosed in the annual financial statements included in  
Form 10-K.


ARLINGTON HOSPITALITY: Engages Financial and Strategic Advisor
--------------------------------------------------------------
Arlington Hospitality, Inc. (Nasdaq/NM:HOST), a hotel development
and management company, said Houlihan Lokey Howard & Zukin is
providing investment banking services in connection with reviewing
Arlington's business plan and related strategies for the purpose
of assisting Arlington in optimally structuring and obtaining new
debt or equity financing as needed. However, there can be no
assurance as to the availability and form of such financing, and
whether this financing will be on terms acceptable to the company.

               About Arlington Hospitality

Arlington Hospitality, Inc. is a hotel development and management
company that builds, operates and sells mid-market hotels.
Arlington is the nation's largest owner and franchisee of
AmeriHost Inn hotels, a 106-property mid-market, limited-service
hotel brand owned and presently franchised in 20 states and Canada
by Cendant Corporation (NYSE:CD). Currently, Arlington
Hospitality, Inc. owns or manages 58 properties in 15 states,
including 52 AmeriHost Inn hotels, for a total of 4,221 rooms,
with additional AmeriHost Inn & Suites hotels under development.

                 About Arlington Hospitality  

Arlington Hospitality, Inc. is a hotel development and management  
company that builds, operates and sells mid-market hotels.  
Arlington is the nation's largest owner and franchisee of  
AmeriHost Inn hotels, a 106-property mid-market, limited-service  
hotel brand owned and presently franchised in 20 states and Canada  
by Cendant Corporation (NYSE: CD). Currently, Arlington  
Hospitality, Inc. owns or manages 58 properties in 15 states,  
including 52 AmeriHost Inn hotels, for a total of 4,221 rooms,  
with additional AmeriHost Inn & Suites hotels under development.

                        *   *   *

In its Form 10-Q for the quarterly period ended March 31,2004   
filed with the Securities and Exchange Commission, Arlington   
Hospitality, Inc. reports:

               Liquidity And Capital Resources  
  
"The net cash flow from the operations of many of our hotels has  
been insufficient to support their related mortgage debt
payments, or lease payments, primarily to PMC, as well as
necessary and ongoing capital expenditures. In addition, our hotel
development activity for joint ventures has also decreased over
the past two years, with only one joint venture project completed
in 2003 and one joint venture project completed thus far in 2004.
As a result, the cash flow from all of our business segments, with
the largest amount funded by the sale of hotel properties, has
been utilized to maintain liquidity and meet the line-of-credit
availability reductions. A smaller amount has been used for
investment in new hotel development.  
  
"We believe that during the next twelve months, in order to   
maintain our liquidity, it is critical for us to continue to sell   
hotel properties. In addition, we seek to increase income from
our existing hotel properties by focusing on new revenue
enhancement opportunities, and aggressive cost controls. We
believe that an upturn in the economy will result in increased
demand for hotel rooms, including ours, and such upturn could
result in significantly improved hotel operating results.
However, historically we have seen that lodging demand trends
will typically lag six to nine months behind any such economic
trends. We have also been in discussions with PMC requesting a
reduction in our subsidiary's monthly lease payment and other
modifications.  
  
"In addition to our normal operational and growth oriented   
liquidity needs, other contingencies may also have a significant   
impact on us, including the impact of seasonality on our hotel   
operations and hotels sales, and the inability to pay off
mortgage loans when maturing.   
  
"Our hotels are seasonal in nature, with the second and third   
calendar quarters being the strongest from a cash flow
standpoint, and the fourth and first calendar quarters being the
weakest. In addition, the buyers of our hotels tend to purchase
hotels on a seasonal basis, wanting to acquire the property just
in time for the stronger summer season. As the sale of hotel
properties is a critical part of our liquidity, our inability to
sell during the winter months could have a negative impact on our
liquidity, if we do not generate strong cash flow from our other
segments, or if we do not have adequate financing sources.  
  
"We believe our revenues, together with proceeds from financing   
activities, will continue to provide the necessary funds for our   
short-term liquidity needs. However, material changes in these   
factors, including factors that could inhibit our ability to sell   
hotels under acceptable terms and within certain time frames, or   
ability to secure new hotel level or corporate level debt, may   
adversely affect net cash flows. Such changes, in turn, would   
adversely affect our ability to fund debt service, lease   
obligations, capital expenditures, and other liquidity needs. In   
addition, a material adverse change in our cash provided by   
operations may affect the financial performance covenants under   
our unsecured line of credit and certain mortgage notes.


ARMSTRONG HOLDINGS: Sells Land Next To Wave Facility For $275,000
----------------------------------------------------------------
Judge Fitzgerald allows Armstrong World Industries, Inc. to sell,
free and clear of liens, claims and encumbrances, a vacant land
located in Baltimore County, Maryland, to Millers Island
Propeller, Inc., and pay a 6% commission to CB Richard Ellis, the
real estate broker connected with the sale.  Upon closing, the
Broker has agreed to provide Armstrong Realty Group, a wholly
owned subsidiary of AWI, with a rebate equal to 20% of the
commission.

AWI owns a parcel of land located at 5301 North Point Boulevard in
Baltimore County.  AWI bought the property in November 1985 to
establish a manufacturing facility.  The property is made up of:

       (1) approximately 10 acres of land that contains a
           manufacturing facility and other improvements; and

       (2) a vacant lot of approximately 6.56 acres located
           at the north end of the property.

The vacant property has never been used or leased by AWI.  The
improved property is currently leased by AWI to Worthington
Armstrong Venture, a joint venture owned by AWI and Worthington
Industries, Inc.  Wave has outgrown the manufacturing facility
located on the Baltimore property, and consequently did not renew
its lease.  This lease will terminate under its own terms in the
fourth quarter of 2004.

By January 2004, AWI could see that it had no future use for the
vacant property and determined to sell it.  In March 2004, AWI
employed CB Richard Ellis to provide brokerage services in
connection with the sale of the property.

Millers owns a parcel of land that is adjacent to the vacant
property. Millers manufactures marine propellers and associated
marine products on the adjacent property, and intends to use AWI's
vacant property to expand its existing manufacturing facility.  
AWI and the broker believe that there is a limited market for the
vacant property, and that this sale is by far the best available.

                          The Purchase Terms

The purchase price for the vacant property is $275,000, or
$41,920.73 per acre.  The purchase price will be paid in the form
of a $5,000 deposit, paid to the Broker when the sale agreement
was signed. The balance of the closing price will be paid at
closing.

Millers has 60 days after the Court authorizes the sale to conduct
due diligence to determine that:

       (1) the property is suitable for its intended uses;

       (2) public water and sewer are available to the vacant
           property, or that the vacant property will be approved
           by the applicable governmental authorities for the
           installation of a well or private sewage disposal
           system;

       (3) other public utilities, including public water, gas,
           sewer, electricity and telephone service are available
           to the vacant property; and

       (4) existing or proposed zoning, subdivision,
           environmental, and other laws and regulations
           existing or formally proposed, or other pertinent
           information will allow it to use the vacant property
           for heavy industrial purposes.

If, during the due diligence period, a defect is discovered,
Millers will notify AWI and provide an opportunity for cure.  If
no cure is had, the proposed sale is void and the deposit will be
returned to Millers.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities. (Armstrong Bankruptcy News, Issue
No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


ASPECT COMMS: Reports $91 Million Second Quarter Revenues
---------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), a leading
provider of enterprise customer contact solutions, reported
financial results for the second quarter ended June 30, 2004.

               Second Quarter Financial Results

Revenues for the second quarter of 2004 totaled $91.0 million
compared to $89.4 million for the second quarter last year and
$91.5 million for the first quarter of 2004. Product revenue in
the second quarter of 2004 was $29.9 million compared to $27.5
million for the second quarter last year and $28.1 million for the
first quarter of 2004. Services revenue totaled $61.1 million in
the second quarter compared to $61.9 million for the second
quarter last year and $63.4 million for the first quarter of 2004.

Net income attributable to common shareholders for the second
quarter was $12.2 million or a profit of $0.15 per share on a
basic and fully diluted basis. This compares with a net income
attributable to common shareholders of $4.5 million or a profit of
$0.06 per share for the second quarter of 2003 and a net income
attributable to common shareholders of $13.4 million or a profit
of $0.17 per share for the first quarter of 2004.

"While it is still a complex economic environment, I am pleased
with the strong growth we demonstrated this quarter in software
revenues, both sequentially and year-over-year," said Gary
Barnett, Aspect President and CEO. "We are also pleased with
important new customer wins made possible by key new products
delivered this quarter. This represents the beginning of the
rollout of our Uniphi solution that will continue through the
remainder of the year."

For the second quarter of 2004, gross margins were 60%. This
compares to 56% for the second quarter of 2003 and 61% for the
first quarter of 2004. Operating expenses were $38.4 million for
the second quarter of 2004 compared to $41.4 million for the same
period last year and $37.9 million in the first quarter of 2004.

Cash, cash equivalents, and short-term investments totaled $212.4
million as of June 30, 2004. This compares to $195.0 million as of
March 31, 2004. During the second quarter, the company generated
$21.7 million in cash from operations. Accounts receivable at
quarter-end totaled $37.3 million and days sales outstanding were
30 days compared to 33 days at March 31, 2004.

               Second Quarter Operational Highlights

During the first quarter Aspect received significant revenue from
customers across a variety of industry segments. Some of these
Aspect customers included: Accent Marketing Services, AMICA
Insurance, CitiCorp North America, Comcast Cable, Garlands,
Gerling, HealthNet, Royal Bank of Scotland, StarTek, Inc., and
Washington Mutual.

                        Business Outlook

The following statements are forward-looking, and actual results
may differ materially:

    -- The company is planning for third quarter total revenue to
       be the same as or grow slightly from the second quarter.
    -- The company expects Q3 gross margins to remain generally
       consistent with Q2 levels.  Variability in gross margin
       percentages is dependent upon, among other factors, the mix
       and volume of revenues.
    -- Operating expenses for the third quarter are expected to be
       in a range of $37 million to $39 million.

                     About Aspect Communications

Aspect Communications Corporation is a leading provider of contact
center solutions and services that enable businesses to manage and
optimize customer communications. Aspect's global customer base
includes more than two-thirds of the Fortune 50 and leading
corporations in a range of industries, including transportation,
financial services, insurance, telecommunications, retail and
outsourcing, as well as large government agencies. The company's
leadership is based on 18 years of expertise. Aspect is
headquartered in San Jose, Calif., with 24 offices in 11 countries
around the world.

                           *   *   *

As reported in the Troubled Company Reporter's May 19, 2004
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on San Jose, California-based Aspect Communications
Corp to 'B+' from 'B'. The outlook is stable.

"The rating action is based on a strengthened financial profile  
following several quarters of improved profitability and free  
operating cash flow generation resulting from cost cutting  
actions. The company has also recently refinanced its funded debt,  
pushing maturities out until 2007," said Standard & Poor's credit  
analyst Ben Bubeck. The ratings on Aspect Communications Corp  
reflect a limited revenue base and an inconsistent earnings  
record, combined with a difficult IT spending environment. These  
factors are partially offset by improved cost controls that have  
restored profitability and adequate financial flexibility.


ASPEN TECHNOLOGY: FTC Publishes Proposed Settlement Agreement
-------------------------------------------------------------
The Proposed Consent Decree to settle the proceedings brought
against Aspen Technology, Inc. (Nasdaq: AZPN) regarding its
acquisition of Hyprotech, Ltd., has been accepted for public
comment by the commissioners of the Federal Trade Commission.
Final approval of the consent decree will be determined after a
30-day public comment period.

"We are very pleased to obtain this initial acceptance of a
settlement agreement that would resolve the proceeding and
eliminate the ongoing uncertainty and associated legal expenses of
this case," said David McQuillin, President and CEO of AspenTech.
"Under the agreement, we would be able to continue to sell and
develop our comprehensive offering of process industry software
products, including key products we acquired with the acquisition
of Hyprotech. We believe this settlement is on terms favorable to
AspenTech, its customers and its shareholders, and we are eager to
move forward to maintain our commitments to customers to provide
consistently excellent products, services, support and new
innovations."

Under the proposed settlement agreement, AspenTech would agree to
sell its operator training services business and rights to the
Hyprotech product line to an FTC-approved buyer. AspenTech would
otherwise retain rights to continue selling and developing all of
the engineering software products acquired in its acquisition of
Hyprotech, such as the HYSYS family of products, but not including
AXSYS. AspenTech would retain all of its other products with the
exception of the OTISS product. Additionally, AspenTech has
entered into a definitive agreement to sell its assets and
business related to the AXSYS product line to Bentley Systems,
which is expected to close within the next ten days.

The order will not become final until after the commissioners
issue their final approval following the public comment period.
AspenTech would then be allowed to complete a sale to an FTC-
approved buyer within a 60-to-90 day timeframe, as set out in the
Proposed Consent Decree. If AspenTech does not complete a
transaction within the relevant time periods, then the FTC may
appoint a trustee to carry out the process.

"Regardless of the identity of the final buyer, AspenTech will
continue to have full rights to all of our key engineering
software products," continued Mr. McQuillin. "This important
settlement means that our customers will continue to benefit from
the delivery of our products, and we will work hard to maintain
the level of services, support, and product investment our
customers have come to expect from AspenTech."

After the 30-day public comment period is completed, the FTC
commissioners will make a final decision on the settlement. The
FTC decision would be automatically effective upon their final
determination which would be published.

"Through our extensive efforts we have been able to work out a
positive settlement that has avoided a divesture of Hyprotech,"
said David McQuillin. "Our product roadmap and enterprise
operations management (EOM) vision remains intact and we look
forward to continuing to deliver software solutions that provide
our customers sustainable value for their businesses."

                        About AspenTech

Aspen Technology, Inc. provides industry-leading software and
implementation services that enable process companies to increase
efficiency and profitability. AspenTech's engineering product line
is used to design and improve plants and processes, maximizing
returns throughout an asset's operating life. Its
manufacturing/supply chain product line allows companies to
increase margins in their plants and supply chains, by managing
customer demand, optimizing production, and streamlining the
delivery of finished products. These two offerings are combined to
create solutions for enterprise operations management (EOM),
integrated enterprise-wide systems that provide process
manufacturers with the capability to dramatically improve their
operating performance. Over 1,500 leading companies already rely
on AspenTech's software, including Aventis, Bayer, BASF, BP,
ChevronTexaco, Dow Chemical, DuPont, ExxonMobil, Fluor, Foster
Wheeler, GlaxoSmithKline, Shell, and Total. For more information,
visit http://www.aspentech.co/

                           *   *   *

In its Form 10-Q for the quarter ended March 31, 2004, Aspen
Technology, Inc. reports:

                  Liquidity and Capital Resources

"During the nine months ended March 31, 2004, operating activities
provided $40.8 million of cash primarily due to income from
operations, our commitment to both the aggressive collection of
receivables and the increased sale of receivables, partially
offset by the continuing cash payments related to the ongoing
proceedings in connection with the anti-trust claims filed by the
Federal Trade Commission, or FTC, with respect to our acquisition
of Hyprotech, Ltd., and our previous restructuring charges.
Investing activities used $5.8 million of cash primarily as a
result of the capitalization of computer software development
costs and the ordinary purchases of property and equipment,
partially offset by the proceeds from the sale of land in December
2003. Financing activities provided $27.0 million of cash
primarily due to the proceeds from the Series D financing,
partially offset by pay-off of amounts owed to Accenture and
repurchase and retirement of $24.4 million of the convertible
debentures.

"We believe our current cash balances, availability of sales of
our installment contracts, availability under the Silicon Valley
Bank line of credit and cash flows from our operations will be
sufficient to meet our working capital and capital expenditure
requirements for at least the next 12 months. However, we may need
to obtain additional financing thereafter or earlier, if our
current plans and projections prove to be inaccurate or our
expected cash flows prove to be insufficient to fund our
operations because of lower-than-expected revenues, unanticipated
expenses or other unforeseen difficulties, due to normal
operations or FTC-related costs. In addition, we may seek to take
advantage of favorable market conditions by raising additional
funds from time to time through public or private security
offerings, debt financings, strategic alliances or other financing
sources. Our ability to obtain additional financing will depend on
a number of factors, including market conditions, our operating
performance and investor interest. These factors may make the
timing, amount, terms and conditions of any financing
unattractive. They may also result in our incurring additional
indebtedness or accepting stockholder dilution. If adequate funds
are not available or are not available on acceptable terms, we may
have to forego strategic acquisitions or investments, reduce or
defer our development activities, or delay our introduction of new
products and services. Any of these actions may seriously harm our
business and operating results."


AVIGEN INC: Implements Restructuring Plan & Reducing Headcount
--------------------------------------------------------------
Avigen, Inc. (Nasdaq: AVGN) has implemented a plan to restructure
the Company and reduce staff levels. The restructuring is
consistent with the Company's recent decision to halt patient
enrollment in the Coagulin-B trial for the treatment of
hemophilia-B and its newly realigned product development strategy
focused on serious neurological disorders. Avigen continues to
work with the Food and Drug Administration (FDA) to facilitate the
initiation of a Phase I trial of AV201, its product candidate for
the treatment of Parkinson's disease. However, the restructuring
is also driven by longer than previously anticipated clinical
development timelines for AV201. Avigen will reduce its workforce
by 38 employees, or approximately 39%.

"The steps we are taking are intended to extend our financial
resources to support longer than expected clinical development
timelines while retaining our core competencies and leadership
position in adeno-associated virus (AAV) gene delivery technology.
We are disappointed to lose such a dedicated group of valued
employees, but considering our decision to halt our Coagulin-B
trial and protracted clinical timelines for AV201, we believe it
is prudent to take such steps at this time to conserve our
financial resources. Given the Company's remaining cash position
and talented management and scientific team, we remain committed
to developing drug candidates for serious neurological disorders,"
said Kenneth Chahine, Ph.D., J.D., Avigen's President and Chief
Executive Officer.

                        About Avigen

Avigen currently has two promising neurological product
candidates. The first is AV201 for the treatment of Parkinson's
disease. After extensive preclinical research, Avigen filed an
Investigational New Drug application seeking clearance to begin
clinical testing of AV201. Following receipt of FDA clearance, the
drug will initially be administered to individuals in the late
stages of Parkinson's disease who have exhausted most of their
therapeutic options. The second program is AV333 for the treatment
of severe chronic pain, a very poorly managed condition resulting
from a variety of disease states. AV333 represents an innovative
approach to the treatment of unremitting pain, with demonstrated
success in reversing neuropathic pain in established preclinical
models.

Avigen, Inc., based in the San Francisco Bay Area, is committed to
developing innovative therapeutics to treat serious disorders,
primarily focused on neurological conditions. Avigen's proposed
gene delivery products are designed for direct administration to
patients in order to achieve expression of therapeutic proteins
within the body. Additionally, Avigen is actively seeking to
broaden its portfolio of drug development candidates through an
in-licensing program. This effort has identified several validated
compounded that are being investigated, some of which are
currently in human clinical trials.

Patients or physicians who would like more information should
contact the Clinical Development Department at
clinicaltrials@avigen.com or call at 1-877-4-AVIGEN (428-4436).
Additional information on Avigen's proprietary gene delivery
products can be found at http://www.avigen.com/

                        *   *   *

In its Form 10-Q for the quarterly period ended March 31, 2004
filed with the Securities and Exchange Commission, Avigen, Inc.
reports:

               Liquidity and Capital Resources

"Since our inception in 1992, cash expenditures have significantly
exceeded our revenue.  We have funded our operations primarily
through public offerings and private placements of our equity
securities. Subsequent to our initial public offering in May 1996,
we have raised $189 million from private placements and public
offerings of our common stock and warrants to purchase our common
stock, and we received $2.5 million in research support from Bayer
Corporation in March 2003.

"We believe that we will continue to require substantial
additional funding in order to complete the research and
development activities currently contemplated and to commercialize
our proposed products.  We believe that our capital resources at
March 31, 2004 will be adequate to fund our current operating
needs over the next three years.  However, this forward-looking
statement is based upon our current plans and assumptions
regarding our future operating and capital requirements, which may
change.

"We intend to continue to seek additional funding through public
or private equity or debt financing, when market conditions allow,
or through additional collaborative arrangements with corporate
partners. If we raise additional funds by issuing equity
securities, there may be further dilution to existing
stockholders. We cannot assure our investors that we will be able
to enter into such financing arrangements on acceptable terms or
at all. Without such additional funding, we may be required to
delay, reduce the scope of, or eliminate one or more of our
research or development programs."


BAYVIEW FINANCIAL: Fitch Affirms Low-B Ratings of 4 Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on the following Bayview
Financial Acquisition Trust Issue:

Series 1998-1 group 1:

               --Class AI affirmed at 'AAA';
               --Class IO-I affirmed at 'AAA';
               --Class IM1 affirmed at 'AA';
               --Class IM2 affirmed at 'A';
               --Class IM3 affirmed at 'BBB;
               --Class IM4 affirmed at 'BBB;
               --Class IB1 affirmed at 'BB';
               --Class IB2 affirmed at 'B'.

Series 1998-1 group 2:

               --Class A-II affirmed at 'AAA';
               --Class IO-II affirmed at 'AAA';
               --Class IIM1 affirmed at 'AA';
               --Class IIM2 affirmed at 'A';
               --Class IIM3 affirmed at 'BBB';
               --Class IIM4 affirmed at 'BBB';
               --Class IIB1 affirmed at 'BB';
               --Class IIB2 affirmed at 'B'.

The affirmations on these classes reflect levels of credit
enhancement consistent with future loss expectations.


BIOTRANSPLANT: Liquidating Chapter 11 Plan Took Effect April 26
---------------------------------------------------------------
The Bankruptcy Court entered an order confirming the Company's
Chapter 11 liquidation plan on April 13, 2004.  That plan became
effective on April 26, 2004.  As of the Effective Date, all
outstanding shares of the Company's common stock were cancelled.

As previously reported in the Troubled Company Reporter, the
United States Bankruptcy Court in Boston, Massachusetts, approved
the sale of its Eligix(TM) HDM Cell Separation System to Miltenyi
Biotec GmbH, in July 2003.  Miltenyi acquired all intellectual
property and physical assets associated with the Eligix business
in exchange for an upfront payment of $450,000 and royalties of
4-10% of future sales.  The Eligix(TM) HDM Cell Separation Systems
use monoclonal antibodies to remove unwanted cells from bone
marrow, peripheral blood stem cell and donor leukocyte grafts used
in transplant procedures.

BioTransplant discovers, develops and commercializes therapeutics,
therapeutic devices and therapeutic regimens designed to suppress
undesired immune responses and enhance the body's ability to
accept donor cells, tissues and organs. BioTransplant
Incorporated and its wholly-owned subsidiary Eligix, Inc. filed on
February 27, 2003 voluntary petitions for reorganization under
Chapter 11 of the United States Bankruptcy Code. Daniel C. Cohn,
Esq. Cohn Khoury Madoff & Whitesell LLP represents the debtor.


BOYDS COLLECTION: Dennis Brando Leaves Post as VP-Merchandising
---------------------------------------------------------------
The Boyds Collection, Ltd. (NYSE:FOB) said that Dennis Brando,
Vice President of Merchandising, is leaving the Company, effective
July 16, 2004. The Company has commenced a search with the
executive search firm of Heidrick & Struggles and will work
quickly to appoint a new Vice President of Merchandising. In the
interim, David Miller, who is Vice President of Marketing, is
overseeing merchandising activities at Boyds.

The Boyds Collection, Ltd. is a leading designer and manufacturer
of unique, whimsical and "Folksy With Attitude(SM)" gifts and
collectibles, known for their high quality and affordable pricing.
The Company sells its products through a large network of
retailers, as well as at Boyds Bear Country(TM) in Gettysburg,
Pennsylvania -- http://www.boydsbearcountry.com/-- "the world's  
most humongous teddy bear store." Founded in 1979, the Company was
acquired by Kohlberg Kravis Roberts & Co. (KKR) in 1998 and is
traded on the NYSE under the symbol FOB. Information about Boyds
can be found at http://www.boydsstuff.com/

                        *   *   *

As reported in the Troubled Company Reporter's May 12, 2004
edition, Moody's Investors Service lowers the senior ratings of
The Boyds Collection Ltd., concluding the review for possible
downgrade initiated on December 22, 2003. The outlook is negative.  

      Affected ratings are:  

          --Senior Implied Rating to B1 from Ba3;  

          --$40M senior secured revolving credit facility due 2005  
            to B1 from Ba3;  

          --$28M senior secured term loan facility due 2005
            to B1 from Ba3;  

          --$34.4M 9.0% senior subordinated notes due 2008
            to B3 from B2;  

          --Unsecured Issuer Rating to B2 from B1  

The downgrade reflects the material reduction in Boyds' capacity  
to repay debt due to the continuous decline in its wholesale  
business, the projected step-up in funding requirements for the  
decision to start a major expansion in retail, and the potential  
liquidity pressures arising from the scheduled April 2005 maturity  
of bank credit facilities. While new senior management has made  
several moves to stop the unabated decline of the wholesale  
business, Moody's assumes no evidence of a reduced operating cost  
structure, the development and introduction of new products until  
the second half of 2004. Moody's supposes that current operating  
challenges and growing financial leverage may limit Boyds'  
decision to expand its retail operations over the next several  
years.


BREUNERS HOME: Seeks to Retain Keen in Real Estate Disposition
--------------------------------------------------------------
Breuners Home Furnishings Corp. has filed court papers to retain
Keen Realty, LLC to market and dispose of the company's retail,
distribution center, and office leasehold interests located
throughout the northeast and in northern California. Breuners is
the parent company to Huffman Koos, Good's Furniture, and Breuners
Home Furnishings, all featuring quality, value priced brand named
furniture. Keen will be coordinating the property sales with
Breuners' restructuring advisors from FTI Consulting and attorneys
at Pachulski Stang Ziehl Young Jones & Weintraub P.C.

"We are pleased to offer these leasehold interests for sale, as
they are located in prime locations throughout the northeast and
in northern California," said Matthew Bordwin, Keen Realty's
Executive Vice President. "We expect there to be a tremendous
amount of interest in these locations. These leases represent an
excellent opportunity for users, as well as a great investment
opportunity for a group that would like to acquire the entire
portfolio as a going concern business. These companies have
excellent brand recognition in the marketplace," Bordwin added.

The following locations are available:

   -- Operating as Huffman Koos - 20 retail leases, consisting of
      997,751+/- sq. ft. of retail space, located in New York, New
      Jersey, and Connecticut, and two distribution centers
      totaling 450,608+/- sq. ft. located in Connecticut and New
      Jersey;

   -- Operating as Good's Furniture - 17 retail leases, consisting
      of 679,009+/- sq. ft. of retail space, located in
      Pennsylvania, New Jersey, and Delaware, and two distribution
      centers totaling 178,000+/- sq. ft. located in Delaware and
      Pennsylvania; and

   -- Operating as Breuners Home Furnishings - Ten retail leases,
      consisting of 485,011+/- sq. ft. of retail space, and one
      distribution center totaling 130,140+/- sq. ft., located in
      northern California.

Also available is an office/headquarters location consisting of
31,256+/- sq. ft. located in Lancaster, PA.

For over 22 years, Keen Consultants has had extensive experience
solving complex problems and evaluating and selling real estate,
leases and businesses. Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has consulted
with hundreds of clients nationwide, evaluated and disposed of
over 250,000,000 square feet square of properties, and
repositioned nearly 13,000 retail stores across the country.
Recent clients include: Spiegel/Eddie Bauer, Arthur Andersen,
Service Merchandise, Country Road, Tommy Hilfiger, Warnaco, Fila,
and JP Morgan Chase.

For more information regarding the disposition of these leaseholds
for Breuners Home Furnishings Corp., please contact Keen Realty,
LLC, 60 Cutter Mill Road, Suite 407, Great Neck, NY 11021,
Telephone: 516-482-2700, Fax: 516-482-5764, e-mail:
mbordwin@keenconsultants.com Attn: Matthew Bordwin.

Breuners Home Furnishings filed for Chapter 11 protection on July
14, 2004 in the United States Bankruptcy Court District of
Delaware. Keen Realty, LLC is a real estate consulting firm
specializing in maximizing the value of its clients' real estate
assets nationwide.


CALPINE CORP: Broadcasts Second Quarter Earnings Call on August 5
-----------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, will release its second quarter 2004 financial results on
Thursday, August 5, 2004 before the market opens.  The company has
scheduled a conference call to discuss the results at 8:30 a.m.
PDT on that day.

Interested parties may access the teleconference via a web cast on
Calpine's Investor Relations page, http://www.calpine.com/,or by  
dialing 1-888-603-6685 (1-706-634-1265 for international callers)
at least five minutes before the start of the call.  The call will
be open to the public and media in a listen-only mode by telephone
and web broadcast.  A replay and transcript of the conference call
will be available for 30 days on Calpine's Investor Relations page
at http://www.calpine.com/

                      About Calpine

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook), celebrating its 20th year in power in 2004, is a
leading North American power company dedicated to providing
electric power to customers from clean, efficient, natural gas-
fired and geothermal power facilities. The company generates power
at plants it owns or leases in 21 states in the United States,
three provinces in Canada and in the United Kingdom. Calpine is
also the world's largest producer of renewable geothermal energy,
and owns or controls approximately one trillion cubic feet
equivalent of proved natural gas reserves in the United States and
Canada. For more information about Calpine, visit
http://www.calpine.com/


CATHOLIC CHURCH: Seeks Approval To Employ Schwabe As Counsel
------------------------------------------------------------
In connection with the Archdiocese of Portland in Oregon's
application to retain the law firm of Schwabe Williamson & Wyatt,
PC, as its special litigation counsel, Thomas Dulcich, Esq.,
further discloses to the Court that the firm currently
represents, on unrelated matters, Key Bank, a creditor with a
contingent claim against the Archdiocese of Portland in Oregon.  
"Key Bank has an unsecured guaranty from the Debtor in
approximately $22,300,000 owed by companies, which have provided
security therefor, to Key Bank," Mr. Dulcich says.

The Debtor is the sole member of Village Enterprises, an Oregon
non-profit corporation.  Village Enterprises owes Key Bank
approximately $6,000,000 under a debt reimbursement agreement
dated April 1, 2002.  The Debtor has guaranteed repayment of the
debt by an unlimited guaranty dated April 1, 2002.

Village Enterprises, in turn, also is the sole member of
Assumption Village, LLC, and Trinity Court, LLC, both Oregon
limited liability companies.

Assumption Village owes Key Bank approximately $13,100,000 under
a debt reimbursement agreement dated March 1, 2001.  The Debtor
has guaranteed repayment of the debt by an unlimited guaranty
dated March 1, 2001.

Trinity Court owes Key Bank approximately $3, 200,000 under a
debt reimbursement agreement dated June 1, 2001.  The Debtor has
guaranteed repayment of the debt by an unlimited guaranty dated
June 1, 2001.

None of the unlimited guaranties of the Debtor is secured by any
assets of the Debtor.  The Debtor believes that the security
provided by the borrowers to Key Bank is sufficient to pay those
obligations.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas
W. Stilley, Esq. and William N. Stiles, Esq. of Sussman Shank LLP
represent the debtor in its restructuring efforts. When the debtor
filed for chapter 11 protection, it listed estimated assets of
$10,000,000 to $50,000,000 and estimated debts of $25,000,000 to
$50,000,000. (Catholic Church Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CENTERPOINT ENERGY: Reschedules Q2 2004 Webcast to August 6
-----------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) has rescheduled the live
webcast of its second quarter 2004 earnings conference call to
Friday, August 6, 2004 at 10:30 a.m. Central time (11:30 a.m.
Eastern time).

To listen to the webcast, go to Centerpoint Energy's website at
http://www.CenterPointEnergy.com/investors/eventsClick the link,  
"CenterPoint Energy, Inc. Second Quarter 2004 Earnings Conference
Call Webcast".  For more details, contact Marianne Paulsen at
(713) 207-6500.

                        About the Company

CenterPoint Energy, Inc. (Fitch, BB+ Preferred Securities and
Zero-Premium Exchange Notes' Ratings, Negative), headquartered in
Houston, Texas, is a domestic energy delivery company that
includes electric transmission and distribution, natural gas
distribution and sales, interstate pipeline and gathering
operations, and more than 14,000 megawatts of power generation in
Texas, of which nearly 3,000 megawatts are currently in mothball
status.  The company serves nearly five million customers
primarily in Arkansas, Louisiana, Minnesota, Mississippi,
Oklahoma, and Texas.  Assets total $21 billion.  With more than
11,000 employees, CenterPoint Energy and its predecessor companies
have been in business for more than 130 years.  Visit
http://www.CenterPointEnergy.com/for more information.


CHALK MEDIA: TELUS Communications Inc. Provides Title Sponsorship
-----------------------------------------------------------------
Chalk Media Corp. says that TELUS Communications Inc. will be the
title sponsor for Dave Chalk Connected, Chalk Media's in-flight
entertainment technology show that is produced for Air Canada.

TELUS will provide a 12 month exclusive telecommunications title
sponsorship for Dave Chalk Connected. Under the agreement, Chalk
Media will provide advertising space around the show, an
informational tip introduced as a 'TELUS Tip' within the program,
and a feature of the TELUS logo in the sponsorship section of the
http://www.chalktv.com/in-flight entertainment website. The show  
features informative and entertaining overviews of new echnologies
and annually reaches approximately 24 million Air Canada
passengers.

Jill Schnarr, Vice President Customer Marketing for TELUS
Communications Inc., says, "TELUS is excited to be working with
Chalk Media. The Dave Chalk Connected in-flight show delivers easy
to understand messages and information and is viewed by the ideal
target demographic for TELUS' products and services."

                About TELUS Communications Inc.

TELUS (TSX: T, T.A; NYSE: TU) is the largest telecommunications
company in Western Canada and the second largest in the country,
with more than $7 billion of annual revenue, 4.8 million network
access lines and 3.5 million wireless subscribers. The company
provides subscribers with a full range of telecommunications
products and services including data, voice and wireless services
across Canada, utilizing next generation Internet-based  
technologies. TELUS was a premier founding supporter of the
successful bid to bring the 2010 Winter Olympic and Paralympic
Games to Canada, and is committed to being Canada's premier
corporate citizen by investing in communities across Canada
where we live, work and serve. For more information about TELUS,
please visit http://www.telus.com/

                    About Chalk Media Corp.

Chalk Media (TSX-V: CKM) produces network television & in-flight
entertainment programming and online training & marketing
solutions. The company's television shows, ranging from Dave Chalk
Computer Show to Dave Chalk Connected, have won many awards and
accolades and have built a highly recognizable brand name.
Leveraging this brand has allowed the company to build
relationships with a blue-chip customer base and provide them with
custom online training and marketing solutions. Chalk Media's
custom solutions help industry-leading companies communicate more
effectively with their customers, distribution partners and
employees.

With offices in Toronto, Ontario and Vancouver, British Columbia,
Chalk Media works with global organizations such as Samsung,
Intrawest, TELUS Mobility, RBC Financial, HSBC, Future Shop,
Terasen, Verizon, Sony, Bell Canada, Thomson Carswell and
Microsoft.

At March 31, 2004, Chalk Media Corp.'s balance sheet shows a
deficit of C$416,886.


CHAPCO CARTON CO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Chapco Carton Company
        515 Crossroads Parkway
        Bolingbrook, Illinois 60440

Bankruptcy Case No.: 04-26000

Type of Business: The Debtor manufactures, sells and distributes
                  folding cartons used for retail packaging in
                  food, candy, office supplies and the automotive
                  parts industries.
                  See http://www.chapcocarton.com/

Chapter 11 Petition Date: July 13, 2004

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: Chad H. Gettleman, Esq.
                  Adelman Gettleman & Merens
                  53 West Jackson Suite 1050
                  Chicago, IL 60604
                  Tel: 312-435-1050

Total Assets: $15,232,256

Total Debts:  $19,220,379

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Newark Pacific Paperboard     Supplier                $1,628,500
P.O. Box 31001-0929
Pasadena, CA 91110-0929

Newark Group                  Subordinated note,      $1,515,000
20 Jackson Drive              principal and
Cranford, NJ 07079            accrued interest

Gibbon America II, Corp.      Subordinated note         $753,684
801A N. State St.             for goods sold
Elgin, IL 60573               $336,894, plus
                              Outstanding accounts
                              payable of $416,790

Ekvall International Ltd.     Supplier                  $574,583
309 Vine St., Ste. 710
Cincinnati, OH 45202

Smurfit-Stone - Wabash        Supplier                  $527,676
455 W. Factory St.
Wabash, IN 46992

Rockford Paperboard, Inc.     Subordinated note         $408,288
P.O. Box 560                  payable for goods
Rockford, MI 49341            received, outstanding
                              principal $399,799
                              plus accrued interest
                              $8,489

Rock Tenn- Battle Creek Mill  Supplier                  $368,813
177 Angell St.
Battle Creek, MI 49015

Cargill Financial Service     Subordinated note         $355,954
6000 Clearwater Drive         payable for prior
Minnetonka, MN 55343-9497     working

Simkins Industries Inc.       Supplier                  $333,145
Dept. 0271, PO Box#4000
Hartford, CT 06151

Printers Service              Supplier                  $274,040
P.O. Box 5120
Ironbound Station
Newark, NJ 07105-5120

Cascades Boxboard Group Inc.  Supplier                  $240,653

Wisconsin Paperboard Corp.    Supplier                  $237,981

Alois Box Company             Supplier                  $214,857

Anderson & Vreeland Inc.      Supplier                  $171,299

The Custom Companies          Freight                   $160,487

Graphic Packaging             Supplier                  $154,338
International, Inc.

Joe Piper Inc.                Supplier                  $118,129

Mardi Transportation Inc.     Freight                   $117,080

RiverCor, LLC                 Supplier                  $115,989

Interfilm Holdings, Inc.                                $106,552


CITYSCAPE CORPORATION: Fitch Downgrades Class B-1F Ratings to CCC
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Cityscape
Corporation Home Equity Loan Trust issue:
Series 1997-C group 1:

               --Classes A-3, A-4 affirmed at 'AAA';
               --Class M-1F affirmed at 'AA';
               --Class M-2F downgraded to 'BBB' from 'A';
               --Class B-1F downgraded to 'CCC' from 'BB'.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.

The negative rating action on classes M-2F and B-1F is due to the
deterioration of credit enhancement. Monthly realized losses have
been exceeding the monthly excess spread, depleting the
overcollateralization (OC) amount. As of the June 25th, 2004
distribution, there is $139,964.73 of OC outstanding. The 12-month
average monthly loss is approximately $68,355.


CONSECO INC: Appoints Dewey Ingham as Executive Vice President-HR
-----------------------------------------------------------------
Conseco, Inc. (NYSE:CNO) has named Dewey Ingham as the company's
executive vice president of human resources, a new position
reporting to Conseco's President and CEO Bill Shea.

"Dewey is a high-energy, goal-driven problem solver who has
excellent communication, analytic and creative skills," Mr. Shea
said. "We are pleased to welcome him to Conseco's executive team.
I feel he will make a key contribution to our program to build our
businesses into steady long-term performers by executing a
companywide strategy to attract, reward and retain the best people
in the industry."

"Conseco has accomplished much since its emergence from Chapter
11," Ingham said. "I'm very excited to become one of the Conseco
associates who will face the challenges that lie ahead, and in
particular to help HR support all Conseco associates as they
tackle the company's aggressive goals."

Mr. Ingham is the former senior vice president of human resources
for the investment management businesses of ING Americas, where he
lead the effort to combine four distinct businesses into one
integrated company, including organization structure, HR policies,
management development and benefit and compensation platforms. He
joined ING following that firm's acquisition of Reliastar
Financial, where he had headed the human resources function. Among
his other achievements at Reliastar, he built a management
development program for the company's 100 top executives,
streamlined the HR systems infrastructure and led the company's
succession planning effort.

Before Reliastar, he was employed by R.R. Donnelley & Sons Company
- the last nine years as corporate vice president, compensation
and benefits, with responsibility for all domestic and
international compensation and benefit activities.

Mr. Ingham holds Bachelor of Science and Master of Science degrees
from The Pennsylvania State University. A Certified Management
Accountant, he is a member of the Society for Human Resource
Management and the Institute for International Human Resources.

Conseco, Inc.'s insurance companies help protect working American
families and seniors from financial adversity: Medicare
supplement, long-term care, cancer, heart/stroke and accident
policies protect people against major unplanned expenses;
annuities and life insurance products help people plan for their
financial futures.

                          *   *   *

As reported in the Troubled Company Reporter's May 31, 2004
edition, Standard & Poor's Ratings Services said that it raised
its counterparty credit and senior debt ratings on Conseco Inc. to
'BB-' from 'B-' and its preferred stock rating to 'B-' from
'CCC-', and removed the ratings from CreditWatch where they
were placed April 19, 2004.

At the same time, Standard & Poor's raised its counterparty credit
and financial strength ratings on Bankers Life & Casualty
Co., Colonial Penn Life Insurance Co., Conseco Insurance Co.,
Conseco Health Insurance Co., Conseco Life Insurance Co., and
Conseco Life Insurance Co. of NY to 'BB+' from 'BB-' and removed
the ratings from CreditWatch where they were placed April 19,
2004.

The outlook is stable.

"The upgrades reflect Conseco Inc.'s recapitalization, which
utilizes proceeds from the bank loan and preferred stock issue, in
conjunction with about $920 million of proceeds from a common
equity issuance to replace $1.3 billion of existing bank debt and
about $930 million of convertible exchangeable preferred stock and
enhance the capital of the insurance operations," said Standard &
Poor's credit analyst Jon Reichert.

"Standard & Poor's believes it is too early to consider Conseco
Inc.'s insurance operations to be investment grade largely due to
the uncertainty regarding the company's future competitive
position," Mr. Reichert added. "Before investment grade FSRs can
be considered, management will need to demonstrate its ability to
generate sustainable, profitable sales growth."

The outlook reflects Standard & Poor's expectation that management
will be challenged in its efforts to revitalize profitable sales
growth, primarily through its independent agent distribution
channel.


COVANTA ENERGY: Court Extends Unsecured Claims Objection Deadline
----------------------------------------------------------------
Covanta Energy Corporation and James N. Lawlor, the Liquidating
Trustee appointed pursuant to the Second Joint Plan of
Liquidation, advise the Court that the initial 120-day period
within which the Debtors or the Liquidating Trustee must object to
unsecured claims is automatically extended until August 7, 2004,
as provided under the Findings of Fact, Conclusions of Law and
Order Confirming the Debtors' Second Joint Plans.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
60; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CRESCENT REAL: Declares Q2'04 Common & Preferred Share Dividends
----------------------------------------------------------------
The Board of Trust Managers of Crescent Real Estate Equities
Company (NYSE:CEI) has declared the following cash dividends for
the quarter ended June 30, 2004:

                               Second Quarter 2004     Annualized
                               -------------------   -------------
Common                               $0.375000           $1.5000

6.75% Series A Convertible
Preferred                            $0.421875           $1.6875

9.50% Series B Redeemable  
Preferred                            $0.593750           $2.3750


The dividends are payable August 13, 2004, to shareholders of
record on July 30, 2004.

                    About the Company  

Celebrating its tenth year, Crescent Real Estate Equities Company  
(NYSE:CEI) is one of the largest publicly held real estate  
investment trusts in the nation. Through its subsidiaries and  
joint ventures, Crescent owns and manages a portfolio of more than  
75 premier office buildings totaling more than 30 million square  
feet primarily located in the Southwestern United States, with  
major concentrations in Dallas, Houston, Austin, Denver, Miami and  
Las Vegas. In addition, Crescent has investments in world-class  
resorts and spas and upscale residential developments. For more  
information, visit the Company's website at  
http://www.crescent.com/  

                        *   *   *

As reported in the Troubled Company Reporter's July 2, 2004  
edition, Standard & Poor's Ratings Services lowered its corporate  
credit ratings on Crescent Real Estate Equities Co. and its  
operating partnership, Crescent Real Estate Equities L.P., to  
'BB-' from 'BB'. In addition, the rating on the company's senior  
unsecured notes is lowered to 'B' from 'B+', and the rating on the  
company's preferred stock is lowered to 'B-' from 'B'. The outlook  
is revised to stable from negative.  
  
"The lowered ratings reflect office market conditions that remain   
persistently weak, pressuring Crescent's highly concentrated   
portfolio," said Standard & Poor's credit analyst Elizabeth   
Campbell. "They also reflect tenant concentration concerns, an   
aggressive financial profile with weak coverage measures, limited   
financial flexibility, and a high dividend payout ratio."


DATATEC SYSTEMS: Senior Credit Facility Increased & Extended
------------------------------------------------------------
Datatec Systems, Inc. (DATC.PK) an IT professional services firm
focused exclusively on the configuration, staging and
implementation of large-scale, complex, local and wide area
networks incorporating a broad range of technology, has reached an
agreement with IBM Credit, its senior lender, to forbear Datatec's
current loan defaults, increase the principal amount of the credit
facility and extend its term to August 31, 2005.

Pursuant to the amendment to the credit facility, the maximum
available under the credit facility will be $28 Million until
November 30, 2004; $27.3 Million from December 1, 2004 through
January 31, 2005; $26 Million from February 1, 2005 through
February 28, 2005; $23.4 Million from March 1, 2005 through March
31, 2005; and, $21 Million from April 1, 2005 through August 31,
2005. The interest rate charged under the credit facility will be
prime plus an applicable margin that varies according to the
average outstanding balance. In addition, the amendment requires
the Company to maintain certain financial covenants and conditions
and requires the Company to issue to IBM Credit a warrant to
purchase 1 million shares of the Company's common stock.
Separately, the Company remains in default of its subordinated
secured convertible notes issued to other parties.

This press release is a summary of the credit facility amendment
and does not purport to be complete and is qualified in its
entirety to the full text of the amendment that will be filed as
an exhibit to the Company's Current Report of Form 8-K.

Mr. Raul Pupo, Chief Executive Officer, Datatec Systems, indicated
that "this new agreement with IBM Credit, its largest creditor, is
taken by the Company as a strong signal of support for its
continued efforts to streamline operations, remove unnecessary
costs, and refocus the business on its unique strength as a
technology deployment supplier."

                  About Datatec Systems, Inc.

Fairfield, New Jersey - based Datatec Systems specializes in the
large-scale deployment of networking technologies. Datatec's
deployment services utilize a software-enabled implementation
model and 'best practices' structured process to ensure consistent
outcomes. Datatec's customers include Fortune 1000 companies with
large, complex, multi-branch environments and world-class
technology providers.


DIGITAL LIGHTWAVE: Expands Worldwide Distribution With Telmaco
--------------------------------------------------------------
Digital Lightwave(R), Inc. (Nasdaq:DIGL), a leading provider of
optical networking technology and test instruments, expands its
European sales network with the addition of Telmaco S.A. in
Eastern Europe. Telmaco S.A. will act as a distributor, selling
and supporting Digital Lightwave's portable and embedded test
equipment product lines.

Telmaco S.A. has exclusive representation in the country of Greece
and the Republic of Cyprus joining other distributors that sell
and support Digital Lightwave products in Europe.

"Continuing with our strategy of expanding our distribution and
support channels in Europe, Telmaco is a logical choice for us as
a partner," said Kjell Axelsson, Director of Sales, Eastern Europe
at Digital Lightwave. "Their enduring history and expertise in the
television broadcast arena and communications systems is an ideal
fit for both of our companies."

Digital Lightwave's distribution channel partners have existing,
long-standing relationships with telecom customers within their
respective territories. Additionally, distributors provide Tier 1
technical support for Digital Lightwave products.

"We recognize Digital Lightwave as a leader at the forefront of
testing technology," said Dimitris Kyriazis, Senior Managing
Director at Telmaco S.A. "Our customers will benefit from the
advanced capabilities of the NIC and NAA products that this
partnership jointly provides."

European network providers have been early implementers of Next
Generation Network (NGN) technologies creating a strong
marketplace for Digital Lightwave's Network Information
Computer(R) (NIC(R)) and Network Access Agent(R) (NAA(R)) products
featuring Generic Framing Procedure (GFP), Link Capacity
Adjustment Scheme (LCAS), and Virtual Concatenation (VCAT).

                     About Telmaco S.A.

Telmaco S.A. was established in 1975, focusing on the design,
construction, supply, installation and after-sales service of
electronic equipment and high technology systems in the fields of
audiovisual, broadcasting and telecommunications. All the above
activities are being handled by experienced, specialized and
highly educated personnel made available by the company, whose aim
is to provide its customers with professional and effective
technical support. Telmaco S.A. has independent departments for
the design, construction, installation, maintenance and repair of
their products, as well as a department for the quality and
inspection of their performance, which is ISO-certified.

                 About Digital Lightwave, Inc.

Digital Lightwave, Inc. -- whose March 31, 2004 balance sheet
shows a stockholders' deficit of $23,557,000 -- provides the
global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks. Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.


EL CAPITAN: James Ricketts & Bill Weeks Join Board of Directors
---------------------------------------------------------------
El Capitan Precious Metals, Inc. (OTCBB: ECPN) adds Mr. James
Ricketts and Mr. Bill Weeks to its board of directors.  Mr.
Ricketts is an inventor and real estate developer who has previous
experience as chairman of the board of a publicly-traded company
with mining interests.

Mr. Weeks is presently the chief executive officer of a small
financial company and was formerly the chief operating officer of
a company that manufactured homes. He has also been involved in
the mining of kaolin, a clay mineral used primarily in the
production of paper products.

The Company also appointed Steve Antol as its chief financial
officer. Mr. Antol is a certified public accountant who has served
as the CFO of Gold and Minerals Co., Inc., the Company's majority
stockholder.

El Capitan President, Chuck Mottley, commented: "We are fortunate
to have quality people such as Mr. Ricketts, Mr. Weeks and Mr.
Antol, and to have the benefit of their diversified business
interests plus their experience in the mining industries. I look
forward to working closely with them as we seek to achieve our
goals relative to El Capitan's mining interests."

                     About the Company  
  
El Capitan Precious Metals, Inc. -- whose December 31, 2003  
balance sheet shows a total stockholders' deficit of $749,298 --  
is a nominally capitalized development stage company that owns a  
40% interest in the El Capitan mine located near Capitan, New  
Mexico, as well as 13 mining claims and other assets known as the  
COD Property located near Kingman, Arizona.


ENDURANCE SPECIALTY: Closes $250 Million Senior Debt Offering
-------------------------------------------------------------
Endurance Specialty Holdings Ltd. (NYSE:ENH), a Bermuda-based
provider of property and casualty insurance and reinsurance,
closes its public offering of $250 million principal amount of 7%
Senior Notes due 2034. The offering resulted in net proceeds to
the Company of approximately $245.1 million.

Endurance will use a portion of the net proceeds from the offering
to repay the $103 million term loan outstanding under its bank
credit facility and intends to use the remaining proceeds for
general corporate purposes, including potential acquisitions and
repurchases of its shares and share equivalents.

The Senior Notes were initially offered by the underwriters at a
price of 99.108% of their principal amount, providing an effective
yield of 7.072%, and, unless previously redeemed, will mature on
July 15, 2034. A complete description of the terms of the Senior
Notes can be found in the prospectus supplement relating to the
offering which has been filed with the U.S. Securities and
Exchange Commission.

The joint bookrunning managers for the offering were J.P. Morgan
Securities Inc. and Barclays Capital Inc. Banc of America
Securities LLC, BNY Capital Markets, Inc. Deutsche Bank
Securities, ING Financial Markets, Wachovia Securities, Comerica
Securities and Calyon Securities (USA) Inc. acted as co-managers.

               About Endurance Specialty Holdings   
  
Endurance Specialty Holdings Ltd. is a global provider of
property and casualty insurance and reinsurance. Through its
operating subsidiaries, Endurance currently writes property per
risk treaty reinsurance, property catastrophe reinsurance,
casualty treaty reinsurance, property individual risks, casualty
individual risks, and other specialty lines. Endurance's operating
subsidiaries have been assigned a group rating of A from A.M. Best
and A- from Standard & Poor's. Endurance's headquarters are
located at Wellesley House, 90 Pitts Bay Road, Pembroke HM 08,
Bermuda and its mailing address is Endurance Specialty Holdings
Ltd., Suite No. 784, No. 48 Par-la-Ville Road, Hamilton HM 11,
Bermuda. For more information about Endurance, please visit   
http://www.endurance.bm/  

                        *   *   *  

As reported in the Troubled Company Reporter's June 18, 2004   
edition, Standard & Poor's Ratings Services assigned its 'BBB'   
counterparty credit rating to Endurance Specialty Holdings Ltd.   
and its preliminary 'BBB' senior debt, 'BBB-' subordinated debt,   
and 'BB+' preferred stock ratings to the company's $1.8 billion   
universal shelf registration.  
  
"The ratings on Endurance are based on its strong competitive  
position, which is supported by a diversified business platform,"   
noted Standard & Poor's credit analyst Damien Magarelli. "In   
addition, Endurance maintains strong capital adequacy and strong   
operating performance." Offsetting these positive factors are   
concerns about Endurance's exposure to catastrophes and minimal   
reinsurance protections. Endurance also is a relatively new   
operation, and management has not been tested through   
difficult market cycles.


ENRON CORP: Ask Court Okay To Sell Jefferson Lot To Golden Pass
---------------------------------------------------------------
In Enron Corporation's chapter 11 cases, Debtor Enron Gas Liquids,
Inc., Texas Natural Gas, Inc., and TE Products Pipeline Company,
Limited Partnership -- the Sellers -- and ExxonMobil Oil
Corporation, formerly known as Mobil Oil Corporation, are parties
in a Participation Agreement/Sabine Pass Terminal, dated January
1, 1977.  Under the Participation Agreement, the parties agreed to
jointly conduct a program to evaluate the technical and economic
feasibility of constructing and operating an import terminal on
the Texas coast of the Gulf of Mexico for the importation of
propane, butane and compatible petroleum products.

According to Martin A. Sosland, Esq., at Weil, Gotshal & Manges,
LLP, in New York, the Project was to include:

    (i) the selection of possible sites on the Gulf of Mexico,
        which would provide deep water and un-congested
        approaches to the unloading facility;

   (ii) acquisition of sufficient land space for onshore
        facilities, including a salt dome storage site;

  (iii) access to the salt dome storage site from the unloading
        facility; and

   (iv) a design to provide for staged construction options with
        ultimate terminal throughput capacity of about 300,000
        BPD.

In connection with the Project, the Sellers and Exxon acquired
certain assets, including a 250-acre land in Jefferson County,
Texas.  Title to the Property is held by Gilbert I. Low, Trustee
pursuant to an Agreement in Recognition and Declaration of Trust,
dated June 9, 1986, as amended on July 2, 1991 and November 23,
1993.

The Sellers collectively own an undivided 75% interest in the
Participation Agreement, of which 25% is EGLI's share.  Exxon
owns the remaining 25% interest.  The Participation Agreement
provided that the Project was to be completed no later than
December 1995, which did not occur.

                      The Marketing Process

Under the Participation Agreement, Mr. Sosland notes that, if at
any time after December 31, 1979, none of the parties wish to
continue with construction of the proposed terminal, the physical
assets and real property interests the parties acquired can be
sold by majority vote of the Management Committee and any
proceeds received from the sale will be divided among the parties
in proportion of each party's contribution to the Project.  In
the mid-1990s, the parties concluded that it was no longer in
their interest to pursue the Project further, and all of the
physical assets were marketed for sale.

Mr. Sosland reports that the assets were marketed for about five
years.  During this time, the parties received only one offer --
$250,00 for all of the assets.  Given the lack of interest by
third parties in the assets held under the Participation
Agreement, the parties concluded that the most likely purchaser
of all or some of the assets was one of the other partners to the
Participation Agreement.  After extensive negotiations, the
Sellers determined to sell their interests in the Property to
Golden Pass LNG Terminal, LP, an Exxon affiliate.  On June 16,
2004, the Sellers and Golden Pass executed a Purchase Agreement.

                  The Purchase and Sale Agreement

Under the terms of the Purchase Agreement, the Sellers will sell
and convey to Golden Pass all of their undivided 75% interest in
and to the Property.  The Purchase Agreement provides that:

A. Purchase Price

    The Purchase Price for the Property will be $1,750,000.
    Exxon, on Golden Pass' behalf, has deposited into escrow
    $175,000 and will pay the balance of the Purchase Price at
    Closing.

B. As-Is Purchase

    The Property is being sold in an "as is" condition and "with
    all faults" as of the effective date of the Purchase
    Agreement.

C. Taxes

    General real estate taxes, water rates, charges, sewer taxes
    and assessments, if any, and rent and income, if any, under
    leases, contracts and other agreements relating to the
    Property for the year of the Closing will be prorated as of
    the date of Closing in accordance with the Sellers' undivided
    75% interest.  Golden Pass will be responsible for any
    "rollback taxes" imposed as a result of a change in the use
    of the Property, or any part thereof, or transfer of the
    Property, if any.

D. Conditions Precedent to Closing

    The Purchase Agreement sets forth the conditions precedent to
    the obligations of the Sellers and Golden Pass.  In addition
    to usual and customary conditions for real estate
    transactions, including

          (i)   the truth of representations and warranties,
          (ii)  title commitment, and
          (iii) no material adverse change in the condition of the
                Property, the Court must approve the Purchase
                Agreement and the contemplated transaction prior
                to the Closing.

Accordingly, EGLI asks the Court to and approve the Purchase
Agreement and authorize the sale of its interest in the Property,
free and clear of any liens and encumbrances, pursuant to Section
363 of the Bankruptcy Code.

EGLI believes that selling its interest in the Property will
result in maximizing its value for the estate and will result in
a greater return to creditors if the Property is not sold.  Mr.
Sosland points out that selling the Property will facilitate the
eventual termination of the Participation Agreement and the
recovery of the value of EGLI's interest in it.  The Purchase
Price for the Sellers' interest in the Property far exceeds the
only other offer previously received for all of the assets.
Furthermore, an appraisal performed in 1995 indicated that the
Property's value at that time was only $40,000.

Mr. Sosland informs Judge Gonzalez that EGLI is not aware of any
liens, claims, encumbrances, interests, or rights of setoff,
netting, deduction or recoupment relating to its interest in the
Property.  To the extent any Interest exists, EGLI proposes that
the Sale Order provide that any Interest will attach to the sale
proceeds EGLI receives.  Mr. Sosland assures the Court that the
terms of the Purchase Agreement was negotiated by the parties at
arm's length and in good faith.(Enron Bankruptcy News, Issue No.
117; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON: Employee Committee Comments on Bankruptcy Plan Approval
--------------------------------------------------------------
The Enron Employment Related Issues Committee released the
following statement from Richard D. Rathvon, committee co-chair,
regarding the bankruptcy court approval of Enron's bankruptcy
plan:

"Approval of Enron's bankruptcy plan is a significant step towards
final resolution for current and former Enron employees and
retirees. But it is not the final step. The Employee Committee
continues to move forward to recover 11th Hour Bonuses and other
payments received by certain individuals immediately prior to the
bankruptcy filing.

"Throughout the bankruptcy, the Employee Committee has
successfully negotiated the outcome of many employee related
issues. These include, but are not limited to:

    * the recovery, in collaboration with Enron, of nearly $11
      million to date in disbursed deferred compensation payments;
    * the continuation of health and welfare benefits for
      retirees;
    * the historic Severance Settlement Agreement;
    * the filing of 11th Hour Bonus lawsuits against more than 290
      favored former employees; and,
    * assisting severed and former employees in filing proofs of
      claim. Claimants who have allowed claims are now one step
      closer to receiving their mandated distributions.

"Even though the bankruptcy plan has been confirmed by the
bankruptcy court, the Employee Committee continues to be
authorized to prosecute, or continue to prosecute, as the case may
be, Deferred Compensation Litigation and Severance Settlement Fund
Litigation."

The Employee Committee is an official committee appointed by the
United States Trustee charged with representing the collective
interests of all current, former and retired Enron employees in
Enron's bankruptcy case. The Employee Committee serves as a strong
advocate for the interests of former and current Enron employees
during the bankruptcy process. Members of the committee were
selected by the United States Trustee and the make-up of the
committee was designed to reflect the broad diversity of Enron's
current and former workforce. The Employee Committee will attempt
to provide employees with timely, accurate information on the
status of the bankruptcy case.

Enron is the No.1 buyer and seller of natural gas and the top
wholesale power marketer in the US. The company also markets and
trades other commodities, including metals, paper, coal,
chemicals, and fiber-optic bandwidth. Enron's 9,000-MW power
portfolio includes interests in energy facilities around the
world. The company operates a 25,000-mile gas pipeline system in
the US, and it provides consulting and construction services.
Enron plans to sell its remaining utility interests and its
telecommunications unit. Before the company agreed to be acquired,
controversy over accounting procedures had caused Enron's stock
price and credit rating to drop sharply. The company filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 01-16033) on
December 2, 2001. Martin J. Bienenstock, Esq. and Brian S. Rosen,
Esq. of Weil, Gotshal & Manges LLP 767 -and- Melanie Gray, Esq. of
Weil, Gotshal & Manges LLP represents the debtor.


EQUIFIN INC: Begins Trading in the Over-the-Counter Market
----------------------------------------------------------
EquiFin Inc.'s (OTC Pink Sheets:EQUI-PK) common stock began
trading in the pink sheet listings of the over-the-counter market
under the symbol EQUI-PK. EquiFin is in discussion with various
market makers in an attempt to have its common stock traded in the
coming days in the over-the-counter, bulletin board market. The
Company is hopeful that these discussions will result in a
bulletin board listing, but at this time there can be no assurance
that this will occur.

EquiFin, Inc., (AMEX:II AND II,WS) an early stage, commercial  
finance company provides a range of capital solutions to small and  
mid-size business enterprises.

                             *   *   *  
  
In its Form 10-KSB for fiscal year ended December 31, 2003 filed   
with the Securities and Exchange Commission, Equifin, Inc.   
reports:  
  
                  Liquidity and Capital Resources  
  
"Cash used in operating activities amounted to $916,000 for the   
year ended December 31, 2003.  Investing activities required cash   
of $6,904,000, which included $7,474,000 for development of the   
loan portfolio which was offset to an extent by $250,000 received   
from the sale of a participation.  Financing activities provided   
$8,510,000 in cash, which included $6,066,000 in borrowings and   
$2,880,000 from the sale of convertible notes.  The result of   
these activities was a net increase in cash of $690,000 which   
increased cash to $1,078,000 at year-end December 31, 2003.  
  
"In December 2001, Equinox Business Credit Corp., an 81% owned   
subsidiary of the Company, entered into a Loan and Security   
Agreement with Wells Fargo Foothill, which provided for the   
initiation of a $20,000,000 revolving credit facility.  The   
agreement provides for interest at the prime rate plus 1.25%  
(equal to 5.25% at December 31, 2003).  Equinox is permitted to  
borrow under the Credit Facility at up to 85% of the borrowing  
base, which consists of eligible notes receivable, as defined in  
the Agreement.  Under the terms of the Agreement, as amended,  
Equinox must maintain tangible net worth (including subordinated  
debt) of $3,000,000 from December 31, 2003 through February 29,  
2004; $3,050,000 through May 31, 2004; $3,100,000 through August  
31, 2004 and $3,150,000 thereafter; a leverage ratio, as defined,  
of not more than 5 to 1 and an interest coverage ratio of not
less than 1.1 to 1, increasing to 1.25 to 1 beginning April
2004. Equinox did not maintain the tangible net worth requirement
for December 31, 2002, January 31, 2003, February 28, 2003 and
June 30, 2003 and the interest coverage ratio at September 30,
2003. Through amendments to the Agreement, the lender waived the  
defaults for those periods.    
  
"During 2004, Equinox is also required to realize, for each
fiscal quarter in 2004, 75% of its projected revenues and
projected earnings before tax based on projections previously
furnished to Foothill.  All the assets and the capital stock of
Equinox are pledged to secure the Credit Facility, which is also
guaranteed by the Company.  There was $9,839,000 outstanding on
the Credit Facility at December 31, 2003.  The Agreement matures
December 19, 2004 and the lender has informed the Company that it
does not currently intend to renew the agreement.    

"The Company will seek to replace the credit facility prior to
maturity, however there can be no assurance that such efforts
will be successful.  If our current facility is not replaced, we
might negotiate a sale of our portfolio, apply all cash flow
generated by the loans securing the facility to pay down our
borrowings thereby adversely effecting our liquidity position.  In
this situation, we may not be able to satisfy our outstanding
loan commitments, originate new loans or continue to fund our   
operations."  
  
Also, the report of Equifin Inc.'s independent public accountants   
includes this paragraph:   
   
"The Company incurred net losses and negative cash flows from its   
operating activities during 2003 and 2002. As of March 12, 2004,   
the Company did not have any other source of funds to replace the   
funds provided by the credit facility when it expires in December   
2004. Such matters raise substantial doubt about the Company's   
ability to continue as a going concern."


FALCON HOSPITALITY: Hires Marcus & Millichap as Estate Broker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Nevada gave
its stamp of approval to Falcon Hospitality Development, LLC to
hire Marcus & Millichap as real estate brokers to sell real
property of the estate.

The Debtor listed the value of the real estate property, Ramada
Inn Hotel at Mesquite Nevada 89027, for $11,000,000.

The Debtor is informed that Marcus & Millichap is experienced in
the sale of like kind real estate, including, but not limited to
the sale of commercial real property.  The firm is proposing a
list price of $10,000,000 for the Nevada Property.

The Debtor will pay a total of 4% commission to Marcus & Millichap
who will handle the sale and will market the property.

Headquartered in Henderson, Nevada, Falcon Hospitality
Development, LLC filed for chapter 11 protection on
April 28, 2004 (Bankr. Nev. Case No. 04-14601). Zachariah Larson,
Esq., at Larson Law Firm LLC represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $11,108,000 in total assets and
$8,340,000 in total debts.


FLEMING COMPANIES: Court Okays Dunigan Committee Settlement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement among Fleming Companies, Inc., its debtor-affiliates
and the Unofficial Committee of Dunigan Unsecured Trade Creditors.

The Unofficial Committee of Dunigan Unsecured Trade Creditors
argued that Debtor Dunigan Fuels, Inc., which is a profitable
company, received nothing of value in exchange for the guaranty
of Fleming's obligations to pay a $975,000,000 credit facility
Fleming entered with Deutsche Bank Trust Company Americas, as
administrative agent, and a consortium of 123 other lenders.  
Fleming had used the proceeds to fund the acquisition of the
wholesale distribution business comprised of Core-Mark
International, Inc., and its subsidiaries, and to repay certain
obligations.  Dunigan, which operates Fleming's stand-alone fuel
distribution business, and each of the other co-guarantors
secured Fleming's obligations under the Credit Agreement with
first priority security interests and liens on substantially all
of their then existing and after acquired assets, including their
accounts receivable and inventory.

Absent Dunigan's liability for Fleming's Obligations under the
Loan Documents and the Indentures, the Dunigan Unofficial
Unsecured believes that Dunigan would not have been insolvent as
of the Petition Date.  Dunigan had a positive cash flow at the
time it executed certain of the Loan Documents.  Dunigan's cash
flow remained positive through the filing of its petition.  
Dunigan generated positive cash flow in excess of $1,000,000
during the year before the Petition Date.  Other than any
obligations Dunigan owed to the Transferees under the Loan
Documents, Dunigan was not in default under any of the
obligations to its creditors on the Petition Date and was
generally paying its debts as they became due.

In 2003, the Dunigan Unofficial Committee sued the Debtors,
Deutsche Bank, JPMorgan Chase Bank in its capacity as Collateral
Agent, Provider of Treasury Services and Syndication Agent, to
stop these parties from enforcing the Loan Documents against
Dunigan.  In the alternative, the Committee insists that the
Transferees' claims and liens should be subordinated to its
claims.

To avoid the substantial expense of litigation and any delay of
these cases, the Debtors, the Lenders and the Dunigan Unofficial
Committee entered into an "across the board" resolution of
numerous disputes, including:

       (1) the claims asserted by the Dunigan Unofficial
           Committee in the adversary proceeding styled "The
           Unofficial Committee of Unsecured Trade Creditors of
           Dunigan Fuels, Inc. v. Deutsche Bank Trust Company
           Americas et al.";

       (2) all reclamation rights, claims and causes of action
           the Dunigan Unofficial Committee has or may have
           against the Fleming Debtors, the Agents or Lenders,
           relating to any of the Debtors' Chapter 11 cases;

       (3) the objections raised by the Dunigan Unofficial
           Committee in connection with the replacement
           financial proposed in these cases;

       (4) any objections by the Dunigan Unofficial Committee
           to the Fleming Debtors' and the Official Committee of
           Unsecured Creditors' Joint Plan of Reorganization; and

       (5) any preference or avoidance rights or actions that
           the Fleming Debtors may have against the Dunigan
           Unofficial Committee or its members.

The parties agree that:

       (a) Allowed Administrative Claims.  The claims asserted
           by the Dunigan Unofficial Committee in the Adversary
           Proceeding and objections to the Debtors' financing
           and Plan are allowed as administrative claims for
           $312,500, to be divided among the members of the
           Dunigan Unofficial Committee.  The amount in payment
           of the allowed claim will be paid by wire transfer to
           the counsel for the Dunigan Unofficial Committee; and

       (b) Mutual Releases.  The parties exchange mutual releases
           and agree to dismiss with prejudice all pending
           reclamation demands, complaints and objections.
           However, the Dunigan Unofficial Committee retains any
           claims or causes of action against any of the Debtors'
           past or present directors or officers regarding any
           conduct or event occurring before the Petition Date so
           long as any recovery does not exceed the scope or
           coverage limit of any applicable Directors and
           Officers insurance policy.

The Dunigan Committee is comprised of:

       -- ExxonMobil Corporation,
       -- Marathon Ashland Petroleum LLC,  
       -- TransMontaigne Product Services Inc.,
       -- Santmyer Oil Company, Inc., and  
       -- Papco, Inc.

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


FLINTKOTE COMPANY: Members of Asbestos Claimants Committee Named
----------------------------------------------------------------
The United States Trustee for Region 3 appointed nine asbestos
claimants to serve on an Official Committee of Asbestos Personal
Injury Claimants in The Flintkote Company's Chapter 11 case:

      1. Donald A. Borel, Sr.
         c/o Brent Coon, Esq.
         Brent Coon & Associates
         3550 Fannin
         Beaumont, Texas 77701
         Phone: 409-835-2666, Fax: 409-833-4483;

      2. Joel Turenne, Sr.
         c/o Thomas M. Wilson, Esq.
         Kelley & Ferraro LLP
         1300 East Ninth St.
         1901 Penton Media Building,
         Cleveland, Ohio 44114
         Phone: 216-575-0777, Fax: 216-575-0799;

      3. Calvin E. Clark
         c/o Alan Kellman, Esq.
         The Jaques Admiralty Law Firm
         1370 Penobscot Building
         Detroit, Michigan 48226
         Phone: 313-961-1080, Fax: 313-961-5275;

      4. Juanita Deason
         Independent Executrix for the Estate of Kenneth Wagner
         c/o David W. Ferrell, Esq.
         Reaud Morgan & Quinn, LLP
         801 Laurel Street
         P.O. Box 26005
         Beaumont, Texas 77720-6005
         Phone: 409-838-1000, Fax: 409-433-5236;

      5. Margaret May St. Charles
         Individually and as Personal Representative of the
           Estate of Roger W. St. Charles
         c/o Steven Kazan, Esq.
         Kazan, McClain, Abrams, Fernandez, Lyons & Farrise
         171 Twelfth Street, Third Floor
         Oakland, California 94607
         Phone: 510-465-7728, Fax: 510-835-4913;

      6. Foston James Breaux
         c/o J. Burton Le Blanc, IV, Esq.
         LeBlanc & Waddell
         Essen Centre, Suite 420
         5353 Essen Lane
         Baton Rouge, Louisiana 70809
         Phone: 225-768-7222, Fax: 225-768-7999;

      7. Patricia Shea as Executrix for the Estate of John
           Tubridy
         c/o Lisa N. Busch, Esq.
         Weitz & Luxenberg, P.C.
         180 Maiden Lane, 17th Floor
         New York, New York 10038
         Phone: 212-558-5500, Fax: 212-344-5461;

      8. John Hyrb
         c/o John Barry Julian, Esq.
         Wise & Julian, PC
         3555 College Ave.
         Alton, Illinois 62002
         Phone: 618-462-2600, Fax: 618-462-2622; and

      9. Robert Lustgarten & Phyllis Lustgarten
         c/o David M. Lipman, Esq.   
         David M. Lipman, P.A.
         5901 S.W. 74th Street
         Miami, Florida 33143
         Phone: 305-662-2600, Fax: 305-667-3361.

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

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company filed for chapter 11
protection on April 30, 2004 (Bankr. Del. Case No. 04-11300).  
Attorneys at Sidley Austin Brown & Wood LLP serve as lead counsel
to the Company.  James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl, Young &
Jones serve as local counsel to the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed both estimated debts and assets of more than
$100 million.


FRANK'S NURSERY: Names Walter Spokowski as New President & CEO
--------------------------------------------------------------
Walter Spokowski has joined Frank's Nursery & Crafts, Inc.
(OTC:FNCN) as its new President and Chief Executive Officer. His
appointment became effective July 12, 2004.

Mr. Spokowski joins Franks from Woodworkers Warehouse, Inc., where
he had been President and Chief Executive Officer since October
2001. Mr. Spokowski originally joined Woodworkers' predecessor,
Trend-lines, Inc., in March 1997 as Executive Vice President,
Merchandising. Prior to joining Trend-lines, Mr. Spokowski spent
twelve years in merchandising at Home Depot, including six years
in the lawn, garden and nursery businesses, and he has over twenty
five years of experience in the retail industry.

"We are very fortunate and pleased to have an executive of the
caliber of Mr. Spokowski join us, particularly as he has
significant experience in the retail industry. Our company has
faced a number of struggles over the past few years, but with the
help of Abacus Advisors, we have been successful in conducting a
bottom-to-top review of our operations. We are excited to have
someone with Walt's experience become our CEO and capitalize on
the opportunities we have identified with Abacus' assistance.
Although Abacus will no longer be providing interim management
services for Franks, it will continue to provide consulting
services to the Board of Franks," said Gerald Hellerman, a member
of the Franks Board of Directors.

"I am excited to be joining Franks at this dynamic time in its
history," said Mr. Spokowski. "I look forward to working with the
revitalized Franks organization."

                        About Franks

Franks Nursery is the nation's largest lawn and garden specialty
retailer and operates 169 stores in 14 states. Franks Nursery is
also a leading retailer of indoor garden products and accessories,
including silk floral arrangements, as well as Christmas decor
merchandise. Franks was recently named "Michigan's Best
Nursery/Garden Center" in 2004 by the Detroit News readers.

At May 16, 2004, Frank's Nursery & Crafts' balance sheet shows a  
stockholders' deficit of $15,831,000 compared to a deficit of  
$13,966,000 at January 25, 2004.


GMAC COMMERCIAL: Fitch Affirms Low Ratings of Classes J To P
------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 2001-C2, are upgraded by Fitch as follows:

          --$34 million class B to 'AA+' from 'AA';
          --$11.3 million class C to 'AA' from 'AA-';
          --$15.1 million class D to 'A+' from 'A';
          --$9.4 million class E to 'A' from 'A-';

In addition, Fitch affirms the following classes:

          --$122.3 million class A-1 at 'AAA';
          --$437.7 million class A-2 at 'AAA';
          --Interest-only class X-1 at 'AAA';
          --Interest-only class X-2 at 'AAA';
          --$15.1 million class F at 'BBB+';
          --$10.4 million class G at 'BBB';
          --$9.4 million class H at 'BBB-';
          --$23.6 million class J at 'BB+';
          --$5.7 million class K at 'BB';
          --$5.7 million class L at 'BB-';
          --$11.3 million class M at 'B+';
          --$3.8 million class N at 'B';
          --$3.8 million class O at 'B-';
          --$3.8 million class P remains 'CCC'.

Fitch does not rate the $11.3 million class Q certificates. The
upgrades reflect the consistent loan performance of the pool since
issuance and an increase in credit enhancement since issuance and
levels, which are in line with the subordination levels of deals
issued having similar characteristics.

As of the June 2004 distribution date, the pool's aggregate
certificate balance has decreased 2.83% to $733.6 million from
$754.9 million at issuance. To date, there have been no loan
payoffs or realized losses.

Currently, there is one loan (0.56%), collateralized by a
multifamily property in Asheboro, NC that is with the special
servicer. The property has experienced a decline in performance as
a result of weakness in the submarket. Based on a recent appraisal
value of $3.5 million and the current exposure of $4.3 million,
there is a potential loss at the time of disposition.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end (YE) 2003 financials for 72% of the pool balance. Based
on the information provided, the resulting YE 2003 weighted
average debt service coverage ratio is 1.32 times (x), a slight
increase from issuance for the same loans.


GROUPE BOCENOR: Creditors Consent to Canadian BIA Proposal
----------------------------------------------------------
Groupe Bocenor Inc. obtained approval of its proposal from its
creditors pursuant to the Bankruptcy and Insolvency Act. In
addition, the Corporation is pleased to announce that its two
principal shareholders, Fonds de solidarit‚ des travailleurs du
Qu‚bec and 3264289 Canada Inc. have agreed to invest $14,000,000
in common shares of the Corporation conditional principally upon
obtaining regulatory consents, closing of the refinancing of the
indebtedness of the Corporation and ratification of the proposal
by the Court.

The Corporation continues to discuss the refinancing of its
indebtedness with a financial institution, which financing will be
used in part to repay its banking syndicate and finance its
continued operations. The Corporation is negotiating with the hope
to close by August 30, 2004.

The Corporation continues its operations and satisfy its
customers' orders. Suppliers of the Corporation for goods and
services provided after the filing of the notice of intention are
being paid in the normal course of business.

"The overwhelming majority support of our trade creditors and the
commitment of $14 million of new equity are major steps to the
completion of our restructuring process. With these two important
milestones behind us we can now proceed in finalizing our new
financing. This will ensure the Company can commence a three-year
capital investment program to increase its capacity, lower its
cost base and improve overall profitability" stated Chris Southey,
President and Chief Executive Officer.

                         *     *     *

As reported in the Troubled Company Reporter, July 6, 2004
edition, on June 10, 2004, while the banking syndicate was still  
negotiating for the refinancing of Bocenor's indebtedness, the  
Company filed a notice of intention to make a proposal pursuant to  
the Bankruptcy and Insolvency Act, in order to set out  
the terms of the restructuring of its debts and other obligations  
to its creditors. The proposal was filed on June 28, 2004, for  
approval by the creditors on or about July 14, 2004. The Company's  
two principal shareholders, 3264289 Canada Inc., controlled by the  
Wood Family, and the Fonds de solidarit, des travailleurs du  
Qu,bec, have extended guarantees or letters of credit to  
support the Company's short term indebtedness during this process.  

Meanwhile, Bocenor continues its operations and satisfy its  
customers' orders. Suppliers to the Company for goods and services  
provided after the filing of the notice of intention are being  
paid in the normal course of business.

GROUPE BOCENOR is a manufacturer and distributor of a complete   
line of windows and doors. The company sells its products in   
Quebec, the Maritimes, Ontario and U.S.A, under the Bonneville   
Windows and Doors and Polar Windows and Doors trade marks. The   
Multiver division manufactures sealed units and commercial glass.


GTC BIOTHERAPEUTICS: Refinances $10 Million Credit Facility
-----------------------------------------------------------
On May 26, 2004, GTC Biotherapeutics, Inc., refinanced the
Company's previous credit facility with Silicon Valley Bank with a
new $10 million senior secured credit facility with General
Electric Capital Corporation.  The new credit facility is secured
by a pledge of substantially all of the Company's assets,
excluding intellectual property.

Under the new credit facility, the Company is no longer required,
as it was under the previous credit facility, to provide cash
collateral for the full amount of the outstanding credit facility
if its balance of cash and marketable securities falls below $18.2
million.  In addition, the Company is not subject to any financial
covenants under the new credit facility.

At the closing the Company received approximately $10 million of
gross proceeds from borrowings under the new credit facility.
Approximately $9 million of the gross proceeds were used to repay
principal and interest on the outstanding borrowings under the
Company's previous credit facility.  The Company plans to use the
remaining proceeds of approximately $1 million for general
corporate purposes.

Headquartered at Framingham, Massachusetts, GTC Biotherapeutics is
a biotechnology company engaged in development and production of
therapeutic products, and cloning of animals.


HARRAH'S: Fitch Affirms BB+ Sr. Subordinated Debt Ratings
---------------------------------------------------------
Fitch Ratings has affirmed the following long-term debt ratings of
Harrah's Entertainment and placed the long-term ratings of Caesars
Entertainment on Rating Watch Positive.

                          HET

               --Senior secured debt 'BBB-';
               --Senior subordinated debt 'BB+'.

                          CZR

               --Senior unsecured debt 'BB+';
               --Senior subordinated debt 'BB-'.

The action follows the July 15, 2004 announcement that HET has
reached an agreement to purchase CZR for $9.44 billion comprised
of $1.8 billion cash, 66.3 million shares of HET common stock
($3.3 billion), and the assumption of $4.3 billion in debt. This
represents an 8.4 times (x) multiple of CZR's estimated 2004
EBITDA of $1.1 billion. One third of the purchase price will be
paid in cash and two-thirds in stock. The combined entity will
have the capacity to begin reducing debt from free cash flow and
asset sales, with the pace of debt reduction contingent on the
level of discretionary spending and timing of asset sales. Fitch's
Positive Rating Watch of CZR is expected to be resolved by
successful completion of the transaction. The rating(s)/ and of
outlook would be adversely affected if HET is unable to reduce
debt in a timely manner or chooses to pursue additional large-
scale debt-financed acquisitions and/or growth projects.

From a credit perspective, the transaction can be adequately
absorbed within HET's existing rating category given the
significant level of equity in the transaction and steady free
cash flow produced by both entities. On a pro forma basis, Fitch
estimates the combined entity would produce leverage of 4.5x -
5.0x at closing, depending on the level of asset sales. Following
the merger, leverage would be expected to fall below 4.0x within
12-18 months of closing. Discretionary capex is expected to remain
heavy through 2005, but fall off in 2006, producing $600-$700
million in free cash flow. Fitch expects share repurchase activity
to be limited. While initial leverage is considerable for this
rating category, Fitch notes that this is consistent with HET's
historic capital structure policies with rapid improvement in
leverage following acquisition-related debt increases. Management
reiterated this commitment on a conference call this morning.
Fitch acknowledges the strong and stable discretionary free cash
flow of both companies, and HET's solid track record of
integrating acquisitions.

Strategically this acquisition allows HET to establish a stronger
presence on the Las Vegas Strip, and reduces exposure to the more
volatile regulatory environments of regional riverboat markets.
While HET had previously expressed interest in building or buying
discrete property on the Strip, the purchase will allow HET to
immediately take advantage of currently strong Las Vegas
fundamentals in a more meaningful way. CZR's Las Vegas portfolio
should also allow HET to capture Total Rewards members who are
bypassing HET's current offerings in Las Vegas in favor of
alternative properties. Caesars' four prominent Strip properties
include Caesars, Paris, Bally's and Flamingo, which are situated
at one of the busiest intersections at the center of the Strip. In
addition, HET should be able to improve same store sales and
efficiency at CZR properties by implementing its industry-leading
player tracking systems and loyalty programs. Returns on CZR's
heavy capital investment program over the last several years have
been disappointing, and upside exists in better asset utilization.

Similarity between the regional portfolio of assets may present
some obstacles from a strategic and/or regulatory standpoint that
may necessitate asset sales. Extensive overlap occurs in Tahoe and
Tunica, both markets in which achieving attractive prices could
prove difficult. In Indiana, the legal limit of two licenses would
force the sale of one of three licenses the combined company would
own. In Atlantic City, the FTC or New Jersey regulatory body may
view HET's ownership of five of the 12 properties (50% of the
market revenues) negatively and may order divestiture. In
addition, while the acquisition allows HET to leverage growth of
the Las Vegas market, the same opportunity does not exist in the
regional markets where same store growth potential is limited.
This includes Atlantic City which is still absorbing the addition
of The Borgata and faces the new competitive threat of legalized
gambling in Pennsylvania. Finally, as HET's second large-scale
acquisition in the past 12 months, synergies may be delayed. Over
the next 12-18 months, Fitch would expect HET to focus on
integrating current operations as opposed to seeking new growth
opportunities.


HIGH ROCK HOLDING: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: High Rock Holding, LLC
        1755 Purina, 2nd Floor
        Sparks, Nevada 89431

Bankruptcy Case No.: 04-52135

Type of Business: The Debtor is engaged in the business of real
                  estate holding and development.

Chapter 11 Petition Date: July 15, 2004

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Jeffrey L. Hartman, Esq.
                  Hartman & Hartman
                  499 West Plumb Lane, Suite 202
                  Reno, NV 89509
                  Tel: 775-324-2800

Total Assets: $30,000,000

Total Debts:  $14,322,684

Debtor's 6 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Sierra Pacific Power Co.                     $5,067

Liberty Mutual Insurance                     $3,084

Michael B. Stewart                           $2,759

3 Public Communications                      $2,000

Franchise Tax Board                          $1,600

Orient Farms LLC                               $200


INFRASTRUCTURE SERVICE: Case Summary & 19 Unsecured Creditors
-------------------------------------------------------------
Debtor: Infrastructure Service Company, LLC
        fka Ocean Atlantic Development, LLC
        1800 Diagonal Road, Suite 425
        Alexandria, Virginia 22314

Bankruptcy Case No.: 04-12037

Chapter 11 Petition Date: July 15, 2004

Court: District of Delaware

Judge: Peter J. Walsh

Debtor's Counsel: Michael David Debaecke, Esq.
                  Blank Rome LLP
                  1201 Market Street, Suite 800
                  Wilmington, DE 19899
                  Tel: 302-425-6400
                  Fax: 302-425-6464

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
McClure Charitable Remainder Trust         $917,699
74900 Highway 111, Ste. 127
Indian Wells, CA 92210

Equivest, LLC                              $767,000
74900 Highway 111, Ste. 127
Indian Wells, CA 92210

Kenneth Wolcott Family & Equivest, LLC     $700,000
74900 Highway 111, Ste. 127
Indian Wells, CA 92210

Healthcare Construction Services, Inc.     $389,000
20371 Irvine Ave., Ste. 210
Santa Ana, CA 92707

The Keith Companies                         $67,588

Alhadeff & Solar, LLP                       $58,861

Project Design Consultants                  $58,566

T&B Planning                                $37,899

Southwest Strategies, LLC                   $28,136

Alhambra Group                              $10,459

Real Estate Economics                        $9,037

Architects Orange                            $7,020

R.R. Brown & Co., LLP                        $5,292

MDMG, Inc.                                   $3,525

Linscott Law & Greenspan                     $1,930

London Group Realty Advisors                 $1,283

Jackson DeMarco & Peckenpaugh                $1,055

Lantson E. Eldred, Esq.                        $911

Jon H. Lieberg, Esq.                           $580


IPIX CORP: Reports $3.6 Million Net Loss in 1st & 2nd Quarters
--------------------------------------------------------------
IPIX Corporation (Nasdaq:IPIX), a leader in mission-critical
imaging solutions where visual content is required for the
protection of life and property and eCommerce, released its
financial results for the quarter ended June 30, 2004. For the
second quarter, revenue was $1.3 million, up from $0.7 million in
the first quarter of 2004. Net loss available for common
stockholders was $3.6 million in the first and second quarters of
2004. Fully diluted loss per common share was $0.23 in the second
quarter compared with $0.41 in the first quarter of 2004.

"Second quarter revenue includes the first sales of our Security
products, which began shipping in late June," said Don Strickland,
IPIX president and CEO. "We have already announced distribution
relationships for our Security products in the United States,
United Kingdom, Turkey, Iraq and Korea. We will continue to focus
our efforts on building this channel."

"Along with the sequential increase in revenues seen during the
quarter, we increased our sales and marketing investments to
support the launch of our new Security and AdMission products,"
said Paul Farmer, IPIX CFO. "We also increased spending in G&A
during the quarter primarily as a result of increased expenses
associated with being a public company."

IPIX has total cash and short-term investment balances of $15.5
million as of June 30, 2004 up from $9.0 Million at the end of the
first quarter.
                        About IPIX

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

                         *   *   *

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

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


JIM RICH ENTERPRISES: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jim Rich Enterprises Inc.
        dba Chicago West Inc.
        270 Main Street
        Sugar Grove, Illinois 60554

Bankruptcy Case No.: 04-25940

Type of Business: The Debtor is a public restaurant lounge.

Chapter 11 Petition Date: July 13, 2004

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Forrest L. Ingram, Esq.
                  Forrest L. Ingram, P.C.
                  79 West Monroe Street Suite 1210
                  Chicago, IL 60603
                  Tel: 312-759-2838

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
GEC Consultants, Inc.                                    $32,500

American Express              Revolving Credit           $29,437

American Express              Revolving Credit           $24,938

I-Dine - Rewards Network                                 $20,000

MBNA America                  Revolving Credit           $19,954

Northern Trust                Misc.                      $18,000

American Express              Revolving Credit           $17,605

Chase Platinum                Revolving Credit           $15,973

Beacon News                   Advertising in             $15,564
                              Suburban Chicago
                              Newspapers

U.S. Food Service             Food                       $12,990

Sysco                         Food                       $12,271

The Plitt Co.                 Food                        $9,637

MBNA America                  Revolving Credit            $9,616

Discover Card                 Revolving Credit            $8,299

Capital One                   Revolving Credit            $7,127

Aramark                       Misc.                       $6,078

Tim Dwyer                     Lawyer                      $5,213

VIP                           Misc.                       $4,350

Computer Accounting           Misc.                       $3,500

SBC                           Phone book                  $3,453
                              advertising


J NET ENTERPRISES: InterWorld Corp. Subsidiary files for Chapter 7
------------------------------------------------------------------
On May 25, 2004, InterWorld Corporation, a 95.3% owned subsidiary
of J Net Enterprises, Inc., filed a voluntary petition for relief
under chapter 7 of title 11 of the United States Code  in the
United States Bankruptcy Court for the Southern District of New
York (Case No. 04-13590).  

Section 362(a)(3) of the Bankruptcy Code provides that "any act to
obtain possession of property from the estate or to exercise
control over the property of the estate" was automatically stayed
upon the filing of InterWorld's chapter 7 petition.  The automatic
stay will protect property of the Debtor's estate from the reach
of individual creditors so that it will be available to all
creditors, thereby ensuring that all creditors, including any
future tort claimants, are treated equitably. The automatic stay
prohibits the prosecution of claims against the Debtor outside of
the bankruptcy case.

Once one of Nevada's largest gaming-machine operators, J Net
Enterprises sold its one-armed bandits and bet the house on
transforming itself into an Internet incubator. Then came the Tech
Wreck. Headed by CBS MarketWatch co-founder Allan Tessler, the
firm has since sold or written off most of its investments in
business software and technology infrastructure startups and
consolidated InterWorld into J Net's operations. The software firm
has since filed for bankruptcy. J Net's making a bet that its
latest investment, investment advisors Epoch Investment Partners,
will bring about a reversal of its bad fortune.


KING SERVICE INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: King Service, Inc.
        dba King Fuels
        8049 Main Street
        Troy, New York 12180

Bankruptcy Case No.: 04-14661

Type of Business: The Debtor operates gasoline service stations,
                  convenience stores and a fuel oil business.

Chapter 11 Petition Date: July 14, 2004

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Howard M. Daffner, Esq.
                  Segel, Goldman, Mazzotta & Siegel, P.C.
                  9 Washington Square
                  Albany, NY 12205
                  Tel: 518-452-0941

Total Assets: $12,090,890

Total Debts:  $13,498,949

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sun Refining & Marketing      2nd mortgage-530        $1,600,000
1801 Market Street            Route 67
Philadelphia PA 19103         Value of Collateral:
                              $3,500,000

Petroleum Realignment Co.     1st & 2nd mortgage      $4,250,000
750 Second Avenue             Value of Collateral:
Troy, NY 12182                $3,500,000
                              Net Unsecured:
                              $890,000

City of Troy Treasurer        Taxes                     $800,000
City Hall
Monument Square
Troy, NY 12180

Finkle Distributors, Inc.     Judgment creditor         $400,000
P.O. Box 689
Johnstown, NY 12095

Whiteman Osterman Hanna       Judgment creditor         $350,000
One Commerce Plaza
Albany, NY 12260

John Schneider                Judgment creditor         $341,370
102 Liberty Road
Troy, NY 12180

Business Loan Center          Hoosick Rd., Troy         $300,000
645 Madison Avenue            Prop.
19th Floor                    Value of Collateral:
New York, NY 10022            $900,000

Metz Family LLC               Hoosick St. property      $250,000
                              Value of Collateral:
                              $900,000

McGinn Smith & Co., Inc.      Note payable              $210,000

R. Jerry Tommasone            Judgment creditor -       $168,384
                              Hoosick Rd. prop.
                              Value of Collateral:
                              $900,000

Joseph LaForte                Hoosick St. property      $110,000
                              Value of Collateral:
                              $900,000

Niagara Mohawk                Utilities                  $96,340

Lynn Lounsbery Slote          Note payable               $76,000

Daniel Slote                  Loan                       $75,000

Urbach Kahn & Werlin, P.C.    Judgment creditor          $60,000

Robert M. Webb                Note payable               $45,000

Mackey Electric, Inc.         Maintenance of             $37,123
                              equipment

Preserver Group, Inc.         Misc. insurance            $35,000

Aurora Inc.                   Property insurance         $27,638

Continental Programming       Maintenance / office       $19,724
Group


LA QUINTA: Fitch Affirms Sr. Unsecured Ratings at BB-
-----------------------------------------------------
Fitch Ratings has affirmed the senior unsecured ratings of La
Quinta at 'BB-' following LQI's recent announcement that it will
acquire the limited service lodging business of Marcus Corporation
for $395 million in cash. Structured as an asset sale, the
acquisition entails 178 properties or roughly 16,837 rooms, which
include 84 owned Baymont hotels, seven owned Woodfield hotels, one
owned Budgetel hotel, seven joint venture interests and management
contracts; and 84 existing Baymont franchises. Baymont branded
hotels account for 85% of acquired EBITDA. The proposed
transaction represents a 12 times (x) multiple of LTM pro forma
EBITDA of approximately $33 million, or approximately $38,000 per
room. In the event that certain liabilities are assumed, the
purchase price would be reduced accordingly. The purchase price
appears to be in line with recent limited service hotel
transactions, and well below estimated replacement cost. The
Rating Outlook is Stable.

The acquisition will initially be financed with cash-on-hand of
$291 million and committed debt financing of $150 million.
Committed debt financing will take the form of either a term bank
loan or senior notes, and may be upsized to $200 million to meet
additional financing requirements. The acquisition can be
accommodated within existing financial covenants, but required a
waiver under the current credit agreement which limited
acquisition spending to $300 million. The acquisition is expected
to close sometime in late-summer or early-autumn 2004. In the
event that the deal is not completed, Fitch would continue to
regard LQI's acquisition appetite as overhang to the rating
despite credit metrics that are relatively strong for the rating.

From a credit perspective, the acquisition increases fee income
and keeps credit measures within an acceptable range for the
existing category. Pro forma for the acquisition, fiscal year-end  
2004 total leverage and net leverage is projected to be 4.4x and
4.3x respectively versus 5.8x and 2.9x, respectively at FYE 2003.
This is the same level of leverage that existed prior to the
equity offering in November 2003. Coverage ratios are actually
projected to improve slightly post-acquisition. Notably, Fitch's
December 2003 rating affirmation incorporated the assumption that
LQI's acquisition ambitions would ultimately reverse improvement
in net leverage achieved in 2003 by the equity offering.
Management has stated that it is targeting net leverage range of
3.5x - 4.5x. At these levels, upward revision of the rating may be
considered. Fitch's conservative case projections suggest that
leverage will decline at an acceptable pace over the next several
years.

From a strategic perspective, the acquisition is in line with
LQI's stated priority of growing the company through acquisition
through both complementary brand purchase and/or real estate
expansion. The well-regarded regional Baymont brand provides a
strong new presence in Illinois, Wisconsin, Michigan and other
parts of the Midwest, and reduces relatively high geographic
concentration in certain markets. This should drive increased
brand awareness through conversions, and improving delineation of
existing product through re-branding. Revenue synergies are
expected to be achieved by combining loyalty programs, improving
Baymont's electronic distribution activity and utilizing LQI's
yield management skills. In calendar 2003, LQI outperformed the
Baymont branded properties on all these fronts. The acquisition
also provides new growth opportunities through the franchising of
additional brands, and accelerates franchising of the La Quinta
brand. On the cost side, LQI management believes there is an
opportunity to improve Marcus' lodging margins, which have been on
the decline since 1995, even prior to the lodging downturn when
revenues were increasing. The combined entity will leverage LQI's
existing overhead and Baymont's operating costs will be
rationalized through the implementation of LQI's training
programs, utilization of a single technological platform and
consolidation of purchasing and sales.

Fitch acknowledges the progress management has made since assuming
control in April 2000. This team has performed well in a
challenging environment, executing on stated goals to divest the
healthcare assets, improve the capital structure, launch a
franchise program, and upgrade assets. The challenging demand
environment over the last several years has made it difficult for
management to improve operating results over their tenure.
However, LQI is starting to benefit from both a general
improvement in lodging industry fundamentals, as well as revenue
enhancement strategies implemented in recent years. Over the last
several quarters LQI has posted strong RevPAR gains of 7%, 10% and
11%, outperforming industry RevPAR growth of 2%, 4% and 6%,
respectively. Importantly, positive RevPAR comparisons and
outperformance extended to LQI's top-ten markets, which had been
hardest hit by the downturn. Looking forward, Fitch believes LQI
will be able to positively leverage this RevPAR growth to EBITDA
increases in 2004 and beyond. As such, management is now calling
for standalone La Quinta RevPAR growth of approximately 6%, and a
concomitant rise in EBITDA of 8% in 2004. Based on year to date
performance, this appears to be achievable


MIRANT CORP: Court Okays Simpson's Withdrawal as Committee Counsel
------------------------------------------------------------------
In Mirant Corporation's chapter 11 cases, Simpson obtained Court
approval to withdraw as counsel to the Mirant Committee. The
Mirant Committee retained Simpson Thacher & Bartlett, LLP, as its
co-counsel on July 25, 2003.  

The Mirant Committee has recently determined to employ the slate
of advisors that advised the prepetition bank agents.  Simpson is
willing to facilitate the Mirant Committee's preference to
receive advice from those sources by withdrawing from
representation of the Mirant Committee.

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


MORGAN STANLEY: Fitch Affirms Low Ratings on 6 Classes
------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital I Inc., commercial
mortgage pass-through certificates, series 1999-RM1, as follows:

          --$45.1 million class C to 'AAA' from 'AA';
          --$12.9 million class D to 'AA+' from 'A+';
          --$34.4 million class E to 'A' from 'BBB+';
          --$17.2 million class F to 'BBB+' from 'BBB';
          --$10.7 million class G to 'BBB' from 'BBB-'.

The following classes are affirmed by Fitch:

          --$69.0 million class A-1 'AAA';
          --$429.3 million class A-2 'AAA';
          --Interest-only class X 'AAA';
          --$43.0 million class B 'AAA';
          --$23.6 million class H to 'BB+';
          --$8.6 million class J to 'BB';
          --$12.9 million class K at 'B+';
          --$6.4 million class L at 'B';
          --$8.6 million class M at 'B-'.

The $8.6 million class N remains at 'CCC'. Fitch does not rate the
$15.0 million class O certificates.

The upgrades reflect both the increased credit enhancement levels
from loan payoffs, amortization, and the subordination levels of
deals with similar characteristics issued on July 15, 2004. As of
the June 2004 distribution date, the transaction's aggregate
principal balance has decreased 13.4% to $743.0 million from
$859.7 million at closing.

Currently, one loan (0.57%) is in special servicing and real
estate owned. The loan is secured by a retail property in
Kernersville, NC. The special servicer is currently negotiating a
contract with a potential buyer and losses are expected. All of
the other loans in the deal remain current.

Realized losses to date total $2.2 million or 0.26% of the
original principal balance.


NAVITRAK INT'L: Extends Closing Date For Sale To Blackstone
-----------------------------------------------------------
Navitrak International Corporation (NEX: NV.H) and Blackstone
Holdings Corporation, a private Nevada corporation, have agreed to
extend the deadline for completing the sale of all of the
operating assets of Navitrak International to Blackstone to
September 16, 2004.

The shareholders of Navitrak International approved the sale
transaction at the annual and special meeting of shareholders held
on April 30, 2004.

The closing of the sale transaction is conditional upon Blackstone
completing aggregate equity financings equal to at least US$2.6
million. Blackstone has agreed to increase the aggregate principal
amount of secured loans to be advanced to Navitrak International
prior to the scheduled closing to approximately US$1.6 million. To
date, Navitrak International has received approximately US$1.2
million from Blackstone and the US$400,000 of additional advances
are planned to be received prior to the scheduled closing date
according to an agreed funding schedule.

In the event that Blackstone fails to advance any of the scheduled
additional advances or raise the required aggregate equity
financing of US$2.6 million by certain dates, then the interest
rate per year applicable to the loans advanced by Blackstone to
Navitrak International shall be reduced from 18% to 12% and
Navitrak International shall have the right to extend the maturity
date of the loans from December 31, 2004 for consecutive periods
of 90 days, subject to certain conditions.
   
Subject to certain conditions, if Blackstone fails to make any
loan advance by the established deadline and Blackstone fails to
cure such default within 30 days, Navitrak International may  
terminate the purchase agreement. If Blackstone fails to raise the
balance of the required equity by September 16, 2004 and Navitrak
elects to close the transaction on the amount advanced, then the
Blackstone and Navitrak International secured debt will be
converted into Blackstone equity.

Navitrak International sells Active Maps and Map Activated EO/IR
Turret Control systems used by airborne, marine and ground
personnel, including unmanned vehicles, typically engaged in law
enforcement, military, firefighting and search and rescue missions
or resource and utility services. Specific mission profiles
include incident or emergency response or surveillance activities.
The system provides tools for end-to-end mission management;
covering planning through to post mission analysis and including a
suite of sophisticated GIS tools. The digital Active Map based
system integrates with a range of real time sensors, including
sophisticated gimbal camera systems with EO/IR payloads to provide
superior spatial information about extended targets, as well as
the asset upon which the system is installed. Upon completion of
the transaction, Blackstone will carry on the business currently
conducted by Navitrak International.

At March 31, 2004, Navitrak International Corp.'s balance sheet
shows a deficit of CN$3,229,102 as compared to a deficit of
CN$2,570,590 at December 31, 2003


NESS ENERGY: Says $946,000 2nd Quarter Gross Income Highest Ever
----------------------------------------------------------------
Ness Energy International, Inc. (OTC Bulletin Board:NESS) has
acquired additional leases, continues to progress business with
independents, with significant income forecasted, and Ness
achieved record income for the completed second quarter.

                  Additional Texas Leases

Ness extended lease holdings with new acquisitions. Additional
leases supply Ness with the opportunity, directly or working with
larger independents, to seek the vast resources of the Barnett
Shale, from a long term perspective, but on the short term, Ness
expects a multi-million dollar return from its lease business,
working with independents.

Ness increased the 13,000 acres recently acquired up to 24,000
acres, and from five to six Texas counties. The sixth county,
Montague, Texas, reflects completed transactions acquiring
exploration and development rights to an additional 2,900 acres
containing 5 wells, with production, though at limited levels.

According to President, C.E.O. Sha Stephens, "A third party, near
the N.W. corner of our new acreage, is in the Barnett Shale,
having produced approximately 50,000 barrels of oil the past six
months, and about 1 million cubic feet of natural gas per day. The
nearby Barnett Shale activity is a promising feature of the
acquisition, for potential Barnett Shale returns from our
efforts."

      Working With Independents, $3 Million Plus Forecasted

As recently announced Ness is establishing business, with
significant income projected, based upon deals with larger
independent oil and gas companies. Ness operations are already
benefited by recently completed transactions of close to a million
dollars. Pending talks with three large independents has resulted
in new terms, subject to contracts, on almost 15,000 acres which
Management expects may equal about $5 million gross, or over
$3,000,000 net dollars for Ness.

President, C.E.O. Stephens further commented, "Cash flow should be
boosted by completion of pending deals with independents. The
demands of acquiring properties in six counties, and dealing with
the large independents and other efforts, including on the
financing side... I will be at Wall Street today...has not allowed
time for communicating our progress, so I am pleased to supply
this announcement, with more news as it develops."

                      Record Second Quarter

The second quarter, now complete, supports Management's
projections. Ness accounting department confirmed $946,000 in
gross income for the quarter. This figure, not as high as hoped,
is the highest quarterly income in Ness history. President and
C.E.O. Stephens further commented, "Only reason we did not reach
full projections is the significant logistics of paperwork and
labor regarding title searching and related deal tasks."

                          Other News

Ness is in the process of leasing to bring leasehold rights up to
about 50,000 acres, and if acquired, these rights may be exploited
directly or working deals with independents. As circumstances
permit, additional projections may be released in the days ahead.

                     About Ness-The Vision

The current business of the Company is focused upon development
and execution of oil and gas exploration plans with a focus both
on pursuits in the petroleum rich State of Texas, and also in the
Middle East, specifically Israel. Ness believe Israel, in
particular the southwest end of The Dead Sea, is a place where
"Science and The Bible shake hands" and that Ness will achieve the
vision of the location and recovery of an abundant source of oil
and gas in Israel.

                        *   *   *

As reported in the Troubled Company Reporter's May 5, 2004
edition, Ness Energy International Inc. dismissed its accountants.
The dismissal was the Company's determination, and part of its
plan to appoint a new firm with both international abilities and
that is located nearer to Wall Street as the replacement.

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

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

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


NEW HEIGHTS: U.S. Trustee Names 3-Member Creditors' Committee
-------------------------------------------------------------
The Acting United States Trustee for Region 3 appointed three
creditors to serve on an Official Committee of Unsecured Creditors
in New Heights Recovery & Power, LLC's Chapter 11 case:

      1. Thoesen Tractor & Equipment Co., Inc.
         Attn: Joseph M. Thoesen
         3142 Lincoln Highway
         Lynwood, Illinois 60411
         Phone: 708-758-2060, Fax: 708-758-8369;

      2. Fluid Power Services, Inc.
         Attn: Amy M. Rubino
         5050 W. 45th Avenue
         Gary, Indiana 45408
         Phone: 219-828-4143, Fax: 219-838-4158; and

      3. Advanced Recovery Systems
         Attn: Thomas Edward Walma
         10855 W. 400 N.
         Michigan City, Indiana 46360
         Phone: 219-879-0444, Fax: 219-879-0402.

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

Headquartered in Ford Heights, Illinois, New Heights Recovery &
Power, LLC -- http://www.tires2power.com/-- is the owner and  
operator of the Tire Combustion Facility and other tire rubber
processing facilities. The Company filed for chapter 11 protection
on April 29, 2004 (Bankr. Del. Case No. 04-11277).  Eric Lopez
Schnabel, Esq., at Klett Rooney Lieber & Schorling represents the
Debtor in its restructuring efforts.  When the Company filed for
chapter 11 protection, it listed both its estimated debts and
assets of over $10 million.


NEWMARKET TECHNOLOGY: Acquires 25% Interest in RedMoon Broadband
----------------------------------------------------------------
NewMarket Technology Inc. (OTCBB:IPVO) and RedMoon Broadband
reported the stock sale of a 25% interest in RedMoon to NewMarket.
The RedMoon stock acquisition represents one of several strategic
acquisition opportunities NewMarket is currently negotiating. The
purchase price of $1.2 Million for the 25% stock position will be
paid in cash over the next twelve months with a performance-based
option to purchase an additional 26% interest. NewMarket has
previously reported an acquisition pipeline that could add more
than $30 million in annual revenue to the company.

"We have established a solid foot hold with our existing products
and services in the telecommunication, healthcare and homeland
security markets, all of which hold substantial opportunity for
emerging WiFi solutions," said Philip Verges, CEO of NewMarket.
"We believe the addition of NewMarket will drive RedMoon sales
well past the current $10 million dollar forecast for the next 12
months."

The WiFi industry represented $6 Billion in revenue in 2003
according to Gartner with 4.2 Million WLAN users in North America.
Gartner projects that WLAN users in North America will grow to
more than 31 million users by 2007. The addition of wireless
broadband into NewMarket's existing telecommunication products and
services further strengthens NewMarket's position in the
competitive telecommunications sector.

"We see multiple cross selling opportunities within NewMarket's
existing channels and great potential in the functions and
features NewMarket can bring to our current WiFi solutions," said
Bryan Thompson, CEO of RedMoon. "RedMoon currently has WiFi and
fixed wireless service contracts in place with leading national
residential builders and will soon be a recognized leader in the
residential market. We are also involved in a number of municipal
wireless mesh network projects and anticipate significant sales
growth from implementing and managing city government mobile data
broadband networks."

                  About RedMoon Broadband Inc

RedMoon Broadband Inc. -- http://www.redmoonbroadband.com/--  
specializes in the design, construction and maintenance of
wireless high-speed Internet networks, public "Hot Spot" user
authentication services, as well as back office data and billing
management systems for ISPs. WiFi, also known as 802.11b, has now
become the most popular, worldwide standard for wireless local
area networks in offices, homes and public spaces. RedMoon
Neighborhood Networks, WiFi Hot Spots, homebuilders, schools,
libraries, medical facilities and government buildings can benefit
from high-speed Internet access at a fraction of the cost of
traditional broadband services. RedMoon eliminates the need for
last-mile copper connectivity and is able to combine out-of-this-
world speed with down-to-earth-pricing.

                About NewMarket Technology Inc.

In 2002, NewMarket -- http://www.newmarkettechnology.com/--
launched a business plan to continuously introduce emerging
communication technologies to market. The plan included a
financing model for early technologies and an approach to creating
economies of scale through a specialized service and support
organization intended specifically for the emerging technology
industry. The Company posted six consecutive profitable quarters
through 2003 and established an annualized $15 million in revenue.
In 2003, NewMarket acquired Infotel Technologies in Singapore and
IP Global Voice, led by CEO Peter Geddis, a former Executive Vice
President and Chief Operating Officer of Qwest Communications
(NYSE:Q). In 2004, the Company diversified its communications
technology offering into the healthcare and homeland security
industries with the respective acquisitions of Medical Office
Software Inc. and Digital Computer Integration Corp. RKM IT
Solutions of Caracas, Venezuela, was also recently acquired as
NewMarket's entry into the Latin American market.

                         *   *   *  

In the Form 10-QSB for the quarterly period ended March 31, 2004,  
NewMarket reports:  
  
                Liquidity and Capital Resources  
  
"At March 31, 2003, the Company had cash of $16,300 and a
working capital deficit of $1,510,700 as compared to cash of
$1,395,000 and working capital surplus of $252,000 at March 31,
2004. This improved working capital situation was due primarily to
the implementation of the previously herein described new
business model implemented in June 2002, which includes as part of
the plan the acquisitions made over the last year. In addition we
have been successful attracting investment capital to carry out
this business model.  
  
"Since inception, the Company has financed operations primarily
through equity security sales and convertible debt. The nature of  
the growth strategy of the Company will require further funding
to be acquired either through equity or debt. Accordingly, if  
revenues are insufficient to meet needs, we will attempt to
secure additional financing through traditional bank financing or
a debt or equity offering; however, because the rapid growth and
nature of the acquisitions of the Company and the potential of a
future poor financial condition, we may be unsuccessful in
obtaining such financing or the amount of the financing may be
minimal and therefore inadequate to implement our continuing plan
of operations. There can be no assurance that we will be able to  
obtain financing on satisfactory terms or at all, or raise funds  
through a debt or equity offering. In addition, if we only have  
nominal funds by which to conduct our operations, it will  
negatively impact our potential revenues."


NEXEN INC: Generates Solid Second Quarter Financial Results
-----------------------------------------------------------
Nexen had another quarter of strong earnings and cash flow. This
was driven by high commodity prices and attractive margins, offset
by a stronger Canadian dollar and lower production in Yemen, the
US Gulf of Mexico and Canada.
   
Our cash flow and earnings were impacted by a reduced contribution
by marketing during the quarter. This largely reflects the
accounting treatment of natural gas storage positions held by our
marketing group. Accounting rules require that losses on financial
positions which offset natural gas in storage be expensed during
the quarter, while the gains on these inventory positions are not
recognized until the gas is withdrawn from storage. At quarter-
end, we had unrecognized gains of $21 million on the 20 billion
cubic feet of natural gas held in storage.

As approved by our shareholders in May, our stock option plan
converted to a tandem option plan. In the second quarter, we
recognized a one-time non-cash expense of $54 million on the
conversion of this plan.

Operating costs increased 14% to $6.06 per boe compared to the
second quarter of 2003 due to higher water-handling and disposal
costs, coupled with increased maintenance and workover activity in
Yemen; and lower production and unplanned maintenance offshore
Australia. We expect operating costs to decrease in the second
half of the year as we add new production in the Gulf of Mexico.
Although operating costs increased in the second quarter, we
continue to expect to deliver 10% growth in cash flow per year,
between 2002 and 2004, assuming constant prices and volumes.

"If oil prices average US$30 per barrel and natural gas prices
average US$4.25 per mmbtu during the second half of the year, we
expect cash flow for the year of approximately $1.7 billion, and a
modest increase in our net debt," commented Charlie Fischer,
Nexen's President and Chief Executive Officer. "At current prices,
we expect to further reduce our debt this year. This is important
as we continue to develop our Long Lake Synthetic Crude Oil
project."

Yemen produced 106,100 bbls/d in the second quarter of 2004.
Production was impacted by declines and lower than expected
productivity from wells drilled this year. An additional service
rig will be added to the program in order to meet the demands of
ongoing field maintenance.

Offshore Australia, the Buffalo field was shut-in May 28th because
of damage to a production vessel. This field will be brought back
on stream in late July. This will restore over 3,000 bbls/d of
production until the facilities are decommissioned in November
this year.

The Gulf of Mexico produced 48,100 boe/d in the second quarter.
Incremental oil production from new wells at Gunnison was offset
by lower oil production at Aspen where increased water production
from Aspen-1 affected volumes. We plan to remediate this well
later this summer to reduce water production. Natural gas
production was impacted by base declines at Vermilion 76 in the
shallow-water and the sanding-off of a high rate well at Gunnison
in early May. The Gunnison well had been performing above
expectation and was scheduled for re-completion in the fourth
quarter of 2004. It will now be re-completed in July. Our business
plan on the shelf is to exploit mature assets. Historically, we
have offset base declines through drilling. The timing of our
shelf drilling program prevented this until late in the second
quarter.

Our current production in the Gulf of Mexico is approximately
63,000 boe/d following the tie-in of an updip development well at
Aspen and the tie-in of successful development wells at West
Cameron 170, Vermilion 302, and Gunnison. In the second half, we
will see further increases in our shallow-water production from
drilling at Vermilion 76, Vermilion 302 and  re-completions at
West Cameron 170. In the deep water, we will work-over Aspen-1 to
reduce water production and at Gunnison, we will tie-in the final
three development wells and re-complete the shut-in well. We
continue to expect the Gulf of Mexico to exit the year producing
at approximately 75,000 boe/d.

"Current corporate production is over 250,000 boe/d and the second
half of the year will see our overall production grow," said
Fischer. "However, factoring in second quarter results for the
Gulf of Mexico and Yemen, we will likely be at or slightly below
the lower end of our guidance range of 255,000 to 275,000 boe/d
for the full year."

    Yemen - East Al Hajr (Block 51) Development Underway

Development of our BAK-A field on East Al Hajr in Yemen is on
schedule to commence early production in late 2004. To date, 16 of
the 17 planned development wells have been drilled. The final one
will be drilled in the third quarter. Contracts are currently
being awarded for construction of the central processing facility,
gathering system, and pipeline tieback to our Masila export
system. Pipeline construction began last month. Full production
from BAK-A is expected to commence during the second quarter of
2005 at 25,000 bbls/d. We have an 87.5% interest in East Al Hajr.
   
One exploration well was drilled on Block 51 during the quarter.
The well will be tested at a future date. We plan to drill five
additional independent prospects this year with the next
exploration well to start drilling early in the third quarter.

Athabasca Oil Sands - Long Lake Synthetic Crude Oil Project on
Track

Our Long Lake Synthetic Crude Oil project remains on schedule and
on budget. We have focussed on purchasing major equipment,
materials and services; developing detailed schedules; site
clearing and civil engineering work; and completing detailed
engineering work.

Flint Infrastructure Services Ltd. and Ledcor Projects Inc. are
the prime construction contractors for the project. To date, over
80% of the major equipment for the steam-assisted-gravity-drainage
production facilities and over 45% of the equipment for the
upgrader have been purchased. Site clearing has been completed and
rough grading is underway. Drilling of 65 SAGD well pairs for the
project will start in the third quarter of 2004. Fabrication of
the more than 700 equipment modules required by the project
begins in the fourth quarter, with on-site mechanical work
commencing in the first quarter of 2005.

The Long Lake project will develop and upgrade bitumen into a
high-quality, light, sweet, premium synthetic crude (PSC) oil.
SAGD bitumen production is expected to commence in 2006, with
60,000 bbls/d of upgraded PSC oil production beginning in 2007.
This project is the first phase in the development of our bitumen
assets at Long Lake.

"Long Lake is a key part of our strategy to developing a stable,
high value production base in North America," explained Fischer.

                   Gulf of Mexico Exploration

We expect to drill a number of high-potential exploration wells in
the Gulf of Mexico in the second half of the year. These include
prospects at Crested Butte, three miles northwest of our Aspen
field; Anduin in the Mississippi Canyon; and a deep-shelf test at
Main Pass 240. We are finalizing our technical evaluation of a
number of additional deep-shelf gas prospects and expect to begin
drilling four or more of these before year-end.

"All of these prospects are exciting opportunities, featuring
relatively short-cycle times from discovery to production," said
Fischer.

In March, we acquired a 13.34% interest in the Tobago prospect.
Tobago is located in 7,500 feet of water on Alaminos Canyon Block
859 and the east half of Block 858, between the Great White and
Trident discoveries. The discovery well, which has been
temporarily plugged and abandoned, encountered 50 feet of net pay.
We expect Tobago to be part of a future Alaminos Canyon regional
development.

                   West Africa Exploration

Offshore Nigeria, the Usan West-1 exploration well located on OPL-
222 commenced drilling on May 17th. This well is four miles west
of the main Usan field and is testing a separate structure.
Results are expected during the third quarter. We anticipate two
additional wells will be drilled on the block this year. We are
working with our partners to finalize a field development
plan for Usan by year-end.

On OML-115, we will spud our Ameena prospect in mid-August, and if
successful, we will move the rig and drill an appraisal well.
Ameena is in 125 feet of water, approximately 40 miles offshore
Nigeria.

On Block K, offshore Equatorial Guinea, we plan to drill two
exploration prospects which are on trend with recent commercial
discoveries directly to the northeast. The first well is expected
to spud in September.

                   Quarterly Dividend

The Board of Directors has declared the regular quarterly dividend
of $0.10 per common share payable October 1, 2004 to shareholders
of record on September 10, 2004.

Nexen Inc. is an independent, Canadian-based global energy and
chemicals company, listed on the Toronto and New York stock
exchanges under the symbol NXY. We are uniquely positioned for
growth in the deep-water Gulf of Mexico, the Athabasca oil sands
of Alberta, the Middle East and West Africa. We add value for
shareholders through successful full-cycle oil and gas exploration
and development, a growing industrial bleaching chemicals
business, and leadership in ethics, integrity and environmental
protection.

                        *   *    *

As previously reported, Standard & Poor's Ratings Services
affirmed its 'BBB' long-term corporate credit and senior unsecured
debt ratings, its 'BBB-' subordinated debt rating and 'BB+'
preferred stock rating on Calgary, Alberta-based Nexen Inc.
following the company's announcement of the 67 million barrels of
oil equivalent negative revision to the company's proven reserves.
The outlook is stable.

Nexen's average business risk profile reflects the company's 811
million boe proven reserve base and strong liquids focus; its
geographically diversified exploration and production operations;
and the business diversification provided through its chemicals
operations. Nexen's moderate financial risk profile reflects the
company's improved financial position achieved through its recent
efforts to reduce debt. In addition, Nexen's financial policies
focus on the diversification of debt types and maturities as a
means of maintaining financial flexibility. Although the company
has both increased capital expenditures and funded debt reduction
on the strength of stronger pricing fundamentals in the recent
past, debt levels could trend higher if Nexen proceeds with its
North American development projects and expands its international
operations in a less robust pricing environment.


NEXTEL COMMS: Subsidiary Re-Finances Secured Debt Facility
----------------------------------------------------------
Nextel Finance Company, a subsidiary of Nextel Communications Inc.
(NASDAQ:NXTL) has entered into a new five year $4 billion
revolving credit facility, replacing its existing secured term
loan A and revolving credit facilities which totaled $2.6 billion.
Under the new secured revolving credit facility, the full $4
billion commitment will remain available until final maturity in
2009 and may also be used to secure letters of credit. The amended
credit agreement governing the new facility includes revised terms
designed to provide Nextel with greater operating flexibility,
including simplified covenants, collateral and guarantee release
provisions and other features typically found in facilities
entered into by investment grade borrowers.

"The closing of our new $4 billion revolver represents another
important milestone on our path to investment grade," said Paul
Saleh, Nextel's executive vice president and chief financial
officer. "Nextel's consistently strong financial results, positive
credit ratings trajectory, and favorable bank market conditions
combined to produce exceptional demand for our new revolving
credit facility. We are increasing our liquidity while at the same
time reducing our interest rates, extending our maturities and
improving our overall credit profile. We have enhanced our
financial flexibility and our balance sheet has never been
stronger."

At closing, Nextel borrowed $1 billion of the new facility and
used $476 million cash on hand to repay the outstanding balance of
the existing term loan A ($1.36 billion) and revolving credit
facility ($116 million). The existing $2.2 billion secured term
loan E that matures in 2010 remains outstanding subject to the
terms of the amended credit agreement. Under the terms of the new
facility, Nextel has increased its borrowing capacity by $1.4
billion and reduced its borrowing costs by 25 basis points on the
"drawn" portion and 60 basis points on the "undrawn" portion of
the revolving credit facility, based on current debt ratings. The
new revolving credit facility also provides for further reductions
in borrowing costs as Nextel's debt ratings improve, as well as
the termination of liens and subsidiary guarantees upon
satisfaction of certain conditions.

                        About Nextel

Nextel Communications, a FORTUNE 200 company based in Reston, Va.,
is a leading provider of fully integrated wireless communications
services and has built the largest guaranteed all-digital wireless
network in the country covering thousands of communities across
the United States. Today 95 percent of FORTUNE 500(R) companies
are Nextel customers. Nextel and Nextel Partners, Inc. currently
serve 296 of the top 300 U.S. markets where approximately 252
million people live or work.

                        *   *   *

As reported in the Troubled Company Reporter's June 28, 2004
edition, Fitch Ratings has upgraded the ratings on Nextel
Communications Inc.'s senior unsecured notes to 'BB+' from 'BB'
and Nextel Finance Company's senior secured bank facility to
'BBB-' from 'BB+' and Nextel's preferred stock rating to 'BB' from
'BB-'. In addition, Fitch has assigned a 'BBB-' rating on Nextel
Finance Company's new five-year $4 billion senior secured
revolving credit facility. The Rating Outlook is Positive.

The rating action reflects Nextel's continued progress in  
improving its credit profile by optimizing its capital structure  
through the company's proposed $4 billion revolving credit  
facility, the $770 million reduction in debt since the end of  
2003, and future expectations for balance sheet improvement to  
further reduce financial risk. Moreover, Nextel's strong  
operational performance through its differentiated push-to-talk  
service, leading to high average revenue per user, low churn, and  
solid net additions, underpins management expectations for healthy  
free cash flow prospects in 2004 in excess of $1.7 billion.


NIR DIAGNOSTICS:  Shareholders Approve New CME Telemetrix Name
--------------------------------------------------------------
NIR Diagnostics Inc., (TSX Venture:CEM) formerly CME Telemetrix
Inc., a leading-edge developer of near-infrared instruments,
reports that its shareholders approved a new name for the Company
at the Annual General and Special Meeting held on July 15, 2004 in
Toronto.  The new name, NIR Diagnostics, is intended to better
reflect the Company's focus on developing and commercializing
diagnostic devices to monitor key blood analytes using its
patented near-infrared technology.

"Our new name reflects the transformation of our Company over the
past year, during which we broadened our technology portfolio to
include in vitro diagnostic applications, streamlined our
development activities and secured additional capital," said
Duncan MacIntyre, President and CEO of NIR Diagnostics Inc. "NIR
Diagnostics has a two pronged strategy for building shareholder
value: commercializing our in vitro product pipeline for near-term
revenue generation and securing strategic alliances to develop our
non-invasive glucose monitoring technology."
    
Addressing shareholders, Mr. MacIntyre outlined the next series of
significant milestones in NIR Diagnostic's product development
programs:

    -  The Company intends to rapidly commercialize HemoNIR(TM),
       an in vitro diagnostic device to determine functional and
       non-functional hemoglobin in a clinical setting. This
       device will enter clinical trials in 2004 with the
       objective of submitting regulatory fillings for approval in
       early 2005.

    -  The Company will continue to develop its in vitro
       technology to measure blood analytes critical to two of the
       largest markets in the blood analysis market, cholesterol
       and diabetes, and is seeking strategic alliances to further
       these programs.

    -  The Company remains committed to commercializing
       GlucoNIR(TM), its non-invasive blood-glucose monitoring
       device, either through partnering or out licensing
       opportunities.

In addition, shareholders elected the Hon. Al Graham, P.C., LL.D.
to the Company's Board of Directors. Senator Graham is a former
Leader of the Government in the Senate and a former President of
the Liberal Party of Canada.

                   About NIR Diagnostics

NIR Diagnostics is a leading developer of near infrared,
spectroscopy based, medical diagnostic technology. The Company has
an extensive portfolio of optical, electronic and algorithm
related patents in the field of blood analysis. Currently, the
Company's primary focus is the development of in vivo and in vitro
devices that utilize near infrared light to measure key blood
analytes.

                          *   *   *

As reported in the Troubled Company Reporter's February 19, 2004
edition, NIR Diagnostics, formerly known as CME Telemetrix is
continuing to pursue strategic initiatives, which include ongoing
discussions with potential partners and the exploration of merger
and acquisition opportunities. Also, to manage its cash position,
management gave working notice to substantially all of its
employees of their termination. This action ensures that should
the Company not be able to secure adequate short-term and long-
term financing it will not be liable for statutory termination
payments.

"We regret having to take this action in light of the tremendous
dedication and loyalty our employees have demonstrated," said
Duncan MacIntyre, President and Chief Executive Officer. "We
remain committed to our goal of developing non-invasive blood
monitoring devices that will improve the quality of life of
millions of people, but in order for our scientists to continue
this vital work we must secure additional capital resources."

In the event that a financing solution is not found in the coming
weeks, the Company will take further steps to wind down
operations.


OCWEN RESIDENTIAL: Fitch Downgrades Class B-2 Ratings to CCC
------------------------------------------------------------
The following rating actions have been taken on Ocwen Residential
MBS Corporation, series 1998-3:

Ocwen 1998-3

          --Classes A-1 and A-WAC are affirmed at 'AAA';
          --Class B-1 is affirmed at 'AA' and is removed from
            Rating Watch Negative;

          --Class B-2 is downgraded to 'CCC' from 'BB'.

The negative rating actions are taken due to the level of losses
incurred and the high delinquencies in relation to the applicable
credit support levels as of the June 25, 2004 distribution date.


OGLEBAY NORTON: Closes on $305 Mil. Debtor-in-Possession Financing
------------------------------------------------------------------
Oglebay Norton Company (Other OTC: OGLEQ) has closed on a $305
million second Debtor-in-Possession credit facility with a
syndicate of lenders led by Silver Point Finance, LLC. The
facility was earlier approved by United States Bankruptcy Judge
Joel B. Rosenthal of the U.S. Bankruptcy Court for the District of
Delaware in Wilmington. The new DIP loan was immediately used to
pay off the $123.8 million balance on the prepetition revolving
credit facility and the $113.2 million balance on the prepetition
term loan, as well as the $9.4 million balance on the first DIP
credit facility. The $13.4 million vessel term loan remains
outstanding, as does other pre-petition debt. Upon confirmation of
the Company's plan of reorganization and emergence from chapter
11, the $305 million DIP loan will convert to a five-year credit
facility that will provide financing for the reorganized Company.

"We are pleased to have closed on the second DIP facility," said
Michael D. Lundin, Oglebay Norton president and chief executive
officer. "This is another milestone that keeps us on track with
our original plan to emerge from court protection in an expedited
manner as a reorganized company with a new capital structure."

Oglebay Norton Company, a Cleveland, Ohio-based company, provides
essential minerals and aggregates to a broad range of markets,
from building materials and home improvement to the environmental,
energy and metallurgical industries. The Company has approximately
1,770 full-time and part-time hourly and salaried employees in 13
states.

On February 23, 2004, the Company and its wholly owned
subsidiaries filed voluntary petitions under chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware in Wilmington to complete the financial
restructuring of its long-term debt.


ORDERPRO LOGISTICS: Subsidiary Reports 63% Increase in Revenues
---------------------------------------------------------------
JBP Express, a subsidiary of OrderPro Logistics (OTC BB: OPLO),
has reported revenue (unaudited) of $326,308 for the month of June
2004, an increase of 63% over the June 2003 period. JBP has
reported revenue for the six months ended June 2004 of $1,724,579,
an increase of 60% over the same period of 2003.

"Our JBP Express subsidiary continues to show exceptional growth
in revenues for the fiscal year 2004," said Jeffrey Smuda, CEO of
OrderPro Logistics Inc. "The Indianapolis market is very strong
and, when coupled with the products and services of our
operations, has sparked considerable interest in JBP Express. This
performance can be tied to many factors, most notably the 'back-
to-basics' approach we are taking within all facets of the
corporation. Every business unit is pushing hard to maximize
earnings and profits. JBP Express is leading the way and we fully
expect that the substantial efforts of that team will continue to
deliver positive results to our shareholders," added Smuda.

JBP Express is strategically and geographically postured for
continued growth. Aggressive market penetration strategy for 2004
includes targeting new, over-the-road customers, increasing its
3PL market presence and expanding services offered to established
customers.

               About OrderPro Logistics Inc.

OrderPro Logistics Inc. was created to capture the potential of
the Internet in the transportation and logistics industry by
employing new and innovative processes. OrderPro Logistics Inc.
can integrate every aspect of the customer shipping needs from
order entry through successful delivery. Customer priorities,
shipment integrity, best quality, and optimization of every load
is the objective of supply chain management with OrderPro
Logistics Inc. lowering costs while adding value in process and
service. For more information, please visit
http://www.orderprologistics.com/

                        *   *   *

In its Form-10QSB for the quarterly period ended March 31, 2004,
filed with the Securities and Exchange Commission, OrderPro
Logistics, Inc. reports:               

               Liquidity and Capital Resources

"Cash used for operating activities was approximately $715,000 in
2004 as compared to approximately $266,000 in 2003. The use of
cash in 2004 is the result of a net loss of approximately
$6,313,000, partially offset by non-cash charges of approximately
$5,839,000, and a net change in operating assets and liabilities
of approximately $241,000. For 2003, a loss of approximately
$617,000 was partially offset by non-cash charges of approximately
$320,000 and a net increase in operating assets and liabilities of
approximately $31,000.

"The accompanying condensed consolidated financial statements have
been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and
commitments in the normal course of business. As reflected in the
accompanying condensed consolidated financial statements, the
Company has a net loss of $6,313,458, a negative cash flow from
operations of $714,627 and a working capital deficiency of
$1,019,391. These factors raise substantial doubt about its
ability to continue as a going concern. The ability of the Company
to continue as a going concern is dependent on the Company's
ability to raise additional funds and become profitable. The
consolidated financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a
going concern."


PARMALAT GROUP: Expands Scope of Lazard Freres' Retention
---------------------------------------------------------
Parmalat Group North America are authorized by the Court to expand
the scope of Lazard Freres' retention, nunc pro tunc to June 1,
2004, to include the provision of Restructuring Services.

The U.S. Debtors recently determined that reorganizing their
businesses as a going concern provides greater benefits to
creditors and other parties-in-interest.  As a result of this new
reorganization strategy, the Debtors propose to expand the scope
of Lazard Freres & Co.'s services to include providing
restructuring services like:

   (a) assisting the Debtors arrange out-of-court DIP and exit
       financing, and preparing financial information in support
       of it;

   (b) assisting the Debtors evaluate their potential debt
       capacity in light of their projected cash flows;

   (c) assisting the Debtors determine a reorganized capital
       structure;

   (d) assisting the Debtors determine the range of value the
       Debtors could receive for the sale of certain assets as
       part of a restructuring;

   (e) advising the Debtors on tactics and strategies for
       negotiating with creditors;

   (f) advising and attending meetings of the Debtors' Boards of
       Directors and their committees on matters related to a
       restructuring;

   (g) providing testimony and evidence related to its services,
       as necessary, in any proceeding before the Court on
       matters related to a restructuring; and

   (h) providing other general restructuring advice on matters
       related to a restructuring.

The U.S. Debtors also revise Lazard Freres' compensation
structure.  For the Expanded Services, the Debtors will pay
Lazard Freres:

   (1) a fee payable on the consummation of any Sale Transaction
       equal to 2.5% of the Aggregate Consideration involved in
       the Sale Transaction, subject to a minimum of $1 million
       for the first Sale Transaction.  Any fee paid under the
       first Sale Transaction in excess of 2.5% of the Aggregate
       Consideration involved in the first Sale Transaction will
       be credited, without duplication, against any fee payable
       in any subsequent Sale Transaction;

   (2) a Restructuring Fee payable on the consummation of any
       Restructuring equal to $1.25 million, with any fees
       payable on the consummation of a Sale Transaction being
       credited against this fee; and

   (3) a $50,000 monthly fee payable until the effective date of
       a plan of reorganization.  All Monthly Fees paid will be
       credited against any Restructuring Fee.  However, if a
       Sales Transaction is consummated, then only Monthly Fees
       paid with respect to the months of June through October
       will be credited against any Restructuring Fee.

Pursuant to the Engagement Letter, Lazard Freres is entitled to a
fee payable upon consummation of any Sale Transaction equal to
1.3% of the Aggregate Consideration involved in the Sale
Transaction, subject to a minimum of $1 million.  While the
Revised Engagement Letter contemplates additional fees payable to
Lazard Freres in consideration of their expanded role in these
cases, the U.S. Debtors believe that the additional fees are
reasonable.

Lazard Freres will also be reimbursed for reasonable out-of-
pocket expenses, and other fees and expenses, including
reasonable expenses of counsel, if any.

The U.S. Debtors will indemnify Lazard Freres.

James Mesterharm, the U.S. Debtors' Chief Restructuring Officer,
tells Judge Drain that the Restructuring Services to be performed
by Lazard Freres are necessary to enable the Debtors to make
fully informed decisions that would maximize the value of their
estates for the benefit of all creditors and parties-in-interest.

As a result of Lazard Freres' retention as financial advisor and
investment banker from the outset of the U.S. Debtors' cases, the
firm gained an unmatched familiarity with the Debtors' current
financial situation and stands singularly capable of providing
specialized and immediate services related to the Debtors'
reorganization.  Lazard Freres has forged a close working
relationship with the Debtors' financial personnel.

Frank "Terry" A. Savage, Managing Director at Lazard Freres,
assures the Court that the firm remains a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PARMALAT USA: Farmland Agrees to Sell Milk Products of Alabama
--------------------------------------------------------------
Milk Products of Alabama L.L.C. has filed a motion in the United
States Bankruptcy Court for the Southern District of New York to
approve procedures for the sale of a majority of the assets of
Milk Products of Alabama L.L.C., an 80% subsidiary of Farmland
Dairies LLC, to National Dairy Holdings, LP for US$19.7 million.

The sale may be conducted as an auction under section 363 of the
Bankruptcy Code and will be subject to approval by the Bankruptcy
Court. MPA anticipates that the hearing to approve the sale will
occur on or about September 10, 2004.

"The sale of the Milk Products of Alabama subsidiary is a key step
in the restructuring of Farmland," said James Mesterharm,
Farmland's Chief Restructuring Officer. "We've made some
significant progress in our restructuring efforts and this
transaction, when complete, will further increase our focus on our
core business and ensure that we achieve maximum value and asset
recovery for Milk Products' creditors."

Since Farmland began its Chapter 11 case on February 24, 2004,
management has thoroughly reviewed the business. Based on that
review, it was concluded that the best course of action is to
develop a plan of reorganization to allow Farmland to emerge from
Chapter 11 with a new capital structure in place, and to make
operational improvements to achieve the long-term financial and
operational stability the business requires to succeed. The post-
petition lenders have decided to move forward on this plan. To
this end, it was determined not to pursue a sale of assets at this
time, and the post-petition lending agreement will be modified to
remove all deadlines relating to a sale of assets.

"The development of this plan is recognition of the intrinsic
value of the Farmland business and its future profitability," said
Jim Mesterharm, Principal, AlixPartners. "While Farmland's
original DIP financing package continues to provide the liquidity
necessary for operations in the shorter term, the company is now
in a position to be able to work with post-petition lenders and
other creditors to secure longer-term financing that, when in
place, would allow Farmland to develop and implement a standalone
restructuring plan around the Company's core businesses."

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 USA: Martin Margherio Sits as Farmland Dairies' New COO
----------------------------------------------------------------
Farmland Dairies LLC appointed Martin Margherio as President and
Chief Operating Officer for the company subject to the approval of
the Bankruptcy Court. In his new role expected to commence in late
July 2004, Mr. Margherio will focus his efforts on leading and
building Farmland's commercial and operating structure.

"His significant experience and accomplishments as President and
CEO of Crowley Foods combined with his excellent reputation in the
industry make Marty an ideal addition to the Farmland
organization," said James A. Mesterharm, Farmland's Chief
Restructuring Officer. "We are delighted that he is joining our
team and believe that his proven leadership skills and operational
abilities will make Farmland stronger and more successful as we
work towards our emergence from Chapter 11."

"Farmland is a great organization with a solid reputation and I'm
looking forward to leading the company forward and to building on
the success of such solid and recognizable consumer brands as
Farmland's Skim Plus." Margherio said. "I am eager to meet with
our customers, employees and vendors, and to see where we can make
a difference for them and our stakeholders."

Mr. Margherio joined Crowley Foods Dairy Group in 1979 and worked
his way up the Group's corporate ladder serving as General Sales
Manager, Vice President of Sales and Marketing and then President
before being named President and CEO of Crowley Foods in 1993.

During his tenure at Crowley he helped lead the company from its
position as a local milk processor to a diversified regional food
company with estimated 2003 sales of $577 million. Mr. Margherio
led Crowley through ten acquisitions which helped to both expand
the company's product lines and to solidify its position in
various markets.

Mr. Margherio currently serves on the Board of Directors of
Binghamton University School of Management and St. Joseph's
University, Food Marketing School. In the past he served as a
board member of the Milk Processor Education Program for six
years. He also has co-chaired many fundraising functions and is
very involved in Cystic Fibrosis fundraising.

Mr. Margherio holds a Bachelor of Science degree in Business
Administration from Kent State University.

Since Farmland began its Chapter 11 case on February 24, 2004,
management has thoroughly reviewed the business. Based on that
review, it was concluded that the best course of action is to
develop a plan of reorganization to allow Farmland to emerge from
Chapter 11 with a new capital structure in place, and to make
operational improvements to achieve the long-term financial and
operational stability the business requires to succeed. The post-
petition lenders have decided to move forward on this plan. To
this end, it was determined not to pursue a sale of assets at this
time, and the post-petition lending agreement will be modified to
remove all deadlines relating to a sale of assets.

"The development of this plan is recognition of the intrinsic
value of the Farmland business and its future profitability," said
Jim Mesterharm, Principal, AlixPartners. "While Farmland's
original DIP financing package continues to provide the liquidity
necessary for operations in the shorter term, the company is now
in a position to be able to work with post-petition lenders and
other creditors to secure longer-term financing that, when in
place, would allow Farmland to develop and implement a standalone
restructuring plan around the Company's core businesses."

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.


PENTON MEDIA: Stockholders Reelect Directors & Approve Accountants
------------------------------------------------------------------
Penton Media, Inc. (OTCBB:PTON) a diversified business-to-business
media company, said that stockholders at Thursday's annual meeting
elected to three-year terms expiring in 2007:

   -- Peni A. Garber, a partner of ABRY Partners, LLC, an
      investment holding company, and a director of Penton since
      2002; and

   -- Hannah C. Craven, managing director of Sandler Capital
      Management, an investment holding company, and a director of
      the Company since 2002.

Stockholders also approved the selection of PricewaterhouseCoopers
LLP as independent accountants for Penton.

Penton Media -- http://www.penton.com/-- is a diversified    
business-to-business media company that provides high-quality   
content and integrated marketing solutions to the following   
industries: aviation; design/engineering; electronics;   
food/retail; government/compliance; business technology/enterprise
IT; leisure/hospitality; manufacturing; mechanical
systems/construction; health/nutrition and natural and organic   
products; and supply chain. Founded in 1892, Penton produces   
market-focused magazines, trade shows, conferences and online   
media, and provides a broad range of custom media and direct   
marketing solutions for business-to-business customers worldwide.   
  
At March 31, 2004, Penton Media, Inc.'s balance sheet shows a   
stockholders' deficit of $154,902,000 compared to a deficit of   
$144,929,000 at December 31, 2003.


PG&E NATIONAL: Exclusive Plan Period Extended to Sept. 16
---------------------------------------------------------
In PG&E National Energy Group Inc.'s chapter 11 cases, the U.S.
Court grants the ET Debtors extension of exclusive periods.

The ET Debtors need additional time to negotiate a Chapter 11
plan with the Official Committee of Unsecured Creditors in their
cases, for the winding down of their business operations.  

By this motion, the ET Debtors ask the Court to extend their:

   (a) exclusive plan proposal period to and including
       September 16, 2004; and

   (b) exclusive solicitation period to and including
       November 16, 2004.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, tells the Court that the ET Debtors are at
an early stage of making good faith progress towards the winding
down of their business operations and formulating a plan of
liquidation.  So far, the ET Debtors have rejected a number of
contracts, including contracts with pipeline companies for
natural gas transportation and storage, and tolling agreements.  
In accordance with the Court-approved procedures for trade
contracts settlement, and a protocol for mediation of trading and
tolling contracts, the ET Debtors have reached settlements with
numerous counter-parties, and are in various stages of active
settlement discussions with other trading contract counter-
parties.  The settlements include:

   * Settlement between NEGT Energy Trading - Gas Corporation,
     Ultramar, Inc., and Valero Refining Company - California;

   * Settlement among NEGT Energy Trading - Power, L.P., National
     Energy & Gas Transmission, Inc., and Conectiv Energy Supply,
     Inc.;

   * Settlement between NEGT Energy Trading - Power, L.P., and La
     Paloma Generating Company, LLC;

   * Settlement between NEGT Energy Trading - Gas Corporation and
     Virginia Power Energy Marketing, Inc.;

   * Settlement between NEGT Energy Trading - Gas Corporation and
     Equilon Enterprises, LLC; and

   * Settlement between NEGT Energy Trading - Power, LP, and
     New York State Electric & Gas Corporation.

The recent successful confirmation of NEG's reorganization plan
is a significant step forward for the NEG Debtors' overall
restructuring efforts and helps set the stage for the successful
restructuring of the ET Debtors.

Mr. Nussbaum contends that additional time is necessary for
resolving and settling contingencies relating to numerous
disputes relating to Safe Harbor Contracts which is a complex and
time-consuming process that directly affects the winding down of
the ET Debtors' business operations, and to any Plan.  Mr.
Nussbaum assures the Court that any postpetition obligations that
are being incurred in relation to the wind-down and liquidation
of the ET Debtors' businesses are being paid as they become due.

Mr. Nussbaum asserts that the 120-day extension is not an
excessive period of time in a case as large and complex as the ET
Debtors' Chapter 11 cases.

Mr. Nussbaum notes that there has been no breakdowns in plan
negotiations in which the continuation of the ET and Quantum
Debtors' exclusivity would result in the Debtors having unfair
bargaining position over creditors.  The ET Debtors have
developed a generally positive relationship with the ET Committee
and are actively working through the legal and factual issues the
resolution of which are predicate to a consensual Plan for the ET
Debtors.  Therefore, at this time, there is every reason to
believe that the ET Debtors will reach a consensus with the ET
Committee with respect to a Plan.

Although it is contemplated that the ET Debtors will be
liquidated as part of the NEG Debtors' overall reorganization,
the ET Debtors' winding-down and liquidation does not relate to
any failure to resolve fundamental reorganization issues, but
rather reflects sound business judgment and a proper exercise of
fiduciary duties.  Given the collapse of the energy trading
industry and the financial status of the ET Debtors, winding down
and liquidating these operations is the only prudent course.  
Thus, in the ET Debtors' cases, the fundamental reorganization
matters are those involved in expeditiously and efficiently
winding down and liquidating operations to minimize costs and
maximize values.

Mr. Nussbaum ascertains that there are no credible allegations of
debtor misconduct in connection with the ET Debtors' Chapter 11
cases.

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


PLEJ'S LINEN: Committee Taps Poyner as North Carolina Counsel
-------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in Plej's
Linen Supermarket SoEast Stores, LLC's chapter 11 cases sought and
obtained approval from the U.S. Bankruptcy Court for the Western
District of North Carolina, Charlotte Division, to retain Poyner &
Spruill, LLP as its North Carolina Counsel.

By separate application, the Committee has expressed its
willingness to retain Traub Bonacquist & Fox LLP as lead counsel.
The Committee submits that it is essential to employ both of these
firms in these cases. Traub Bonacquist has extensive experience in
retail store cases which will help to make representation of the
Committee more efficient. Both firms have discussed a division of
responsibilities and will make every effort to avoid duplication
of effort.

Poyner & Spruill principal attorneys and paralegals presently
designated to represent the Committee and their hourly rates are:

         Attorney             Billing Rate
         --------             ------------
         Judy D. Thompson     $350 per hour
         Anna S. Gonnan       $250 per hour
         Diane P. Furr        $270 per hour
         S. Andrew Jurs       $235 per hour
         Deborah M. Tyson     $175 per hour

         Paralegal            Billing Rate
         ---------            ------------
         Susan Black          $130 per hour

Poyner & Spruill will:

   a) provide legal advice with respect to the Committee's
      powers and duties and keep the Committee informed of
      developments;

   b) assist the Committee in evaluating the legal basis for,
      and effect of the various pleadings that will be filed by
      the Debtor and other parties in interest in these cases;

   c) investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors;

   d) assist the Committee in evaluating the monthly reports and
      evaluating and negotiating the Debtors' or any other
      party's plan of reorganization and any associated
      disclosure statement;

   e) consult with the Debtors and their professionals
      concerning administration of the case;

   f) commence and prosecute any and all necessary and
      appropriate actions and proceedings on behalf of the
      Committee in this case;

   g) appear in Court to protect the interests of the Committee;
      and

   h) perform all other legal services for the Committee which
      may be necessary and proper in these proceedings.

Headquartered in Rock Hill, South Carolina, Plej's Linen
Supermarket SoEast Stores LLC, with its debtor-affiliates, are
engaged primarily in two core businesses: retail sale of first
quality program home accessories for bed, bath, window, decorative
and house wares and limited closeout and discontinued
opportunistic merchandise; and wholesale distribution of similar
bed and bath textiles. The Company filed for chapter 11 protection
on April 15, 2004 (Bankr. W.D. N.C. Case No.04-31383).  John R.
Miller, Jr., Esq., and Paul R. Baynard, Esq., at Rayburn Cooper &
Durham, P.A., represent the Debtors in their restructuring fforts.  
When the Company filed for protection from their creditors, they
listed both estimated debts and assets of over $10 million.


RELIANCE GROUP: Court Okays Sale of 26-Acre Lot to TC MidAtlantic
-----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania, as Liquidator of Reliance Insurance Company, asks
the Commonwealth Court for permission to sell Virginia Tax Map 93,
Parcel 13, to TC MidAtlantic Development.

Parcel 13 is a 26.19-acre real estate portion of the Loudoun
Parkway Center, located in Loudoun County, Virginia.  Ann B.
Laupheimer, Esq., at Blank Rome, in Philadelphia, Pennsylvania,
relates that the Property was purchased in 1987 as part of RIC's
acquisition of 409 acres for $26,634,439, or $1.49 per square
foot.  Of the 409 acres, 112.5 acres were zoned residential and
296.5 acres were zoned commercial.  At $1.49 per square foot, the
112.5 acres of residential land had an underlying pro rata cost
of $7,301,745.  During the course of obtaining various
governmental approvals, 41.5 residential acres were designated as
flood plain, community recreational space or roadway
improvements.  Of the remaining 71 net acres of residential land,
50 acres were sold in four transactions between 1999 and 2001 for
$5,014,000.  The sale of the remaining 21.01 residential acres
was approved by the Commonwealth Court in 2002 for $17,956,800.

The Property is part of the 296.5 commercial acres and was
originally included in the proposed sale of 211.81 acres of
commercially zoned land to Toll Brothers Realty Trust for
$16,511,000.  This price amounted to $1.79 per square foot.  The
Sale Agreement with Toll Brothers Realty Trust was terminated
during the due diligence period after Toll Brothers demanded
price concessions that were deemed unacceptable by RIC.

Cassidy and Pinkard represented RIC as its broker both before and
after the Toll Brothers transaction.  In its initial efforts,
Cassidy and Pinkard sent information packages on the Loudoun
Parkway Center to local and national developers in the Washington
area.  RIC wanted to sell the 211.81 acres on an as-is basis.  
After termination of the Toll Brothers contract, Cassidy and
Pinkard approached competing bidders that RIC initially rejected.  
These bidders declined to pursue the Center, stating that the
Center was not saleable on an as-is basis at or near the
appraised value.

Based of the lack of interest as zoned, RIC investigated rezoning
selected portions of the remaining commercial land.  In that
review, RIC discovered that the retail commercial market was
stronger than the office commercial market.  RIC determined that
a mixed use site, having significant retail uses in place, would
present a superior marketing platform for sale of the remaining
office land, as office users will demand the immediate
availability of a variety of retail services.  RIC developed a
strategy to rezone certain parts of the Center to allow portions
to be used for retail commercial, office commercial and
residential uses.

In June 2003, TC MidAtlantic, a subsidiary of Trammel Crow, one
of the initial bidders, submitted an offer to buy a portion of
the Center at a significantly higher price than any previously
offered.  The offer was subject to RIC's obtaining a change in
the zoning to allow retail commercial uses.

Ms. Laupheimer tells the Commonwealth Court that TC MidAtlantic's
offer was accepted because it represented an opportunity to
obtain a higher price for the Center.  RIC hoped the transaction
would ignite the interest of other purchasers and potentially
increase potential sale prices for the remainder of the Center.  
TC MidAtlantic was selected because of its credibility in the
marketplace and familiarity with the Property.

TC MidAtlantic will pay RIC $7,599,247, or $6.66 per square foot.  
TC MidAtlantic will make a $100,000 initial deposit and will
accept the Property in as-is condition.  RIC is obligated to
spend up to $25,000 per acre to cure any code or other violation
that may be issued until the date of closing.

RIC will pursue rezoning of the Property to allow retail
commercial uses and seek subdivision approval if required.  
Simultaneously, RIC will attempt to rezone portions of the
balance of the commercial property for sale to future purchasers.

TC MidAtlantic will perform due diligence and terminate the
agreement if any condition is unacceptable.  If the due diligence
review is successful, TC MidAtlantic will increase the deposit
escrow to $200,000.  After the deposit, RIC will file an
application to rezone the Property for the construction of
150,000 square feet of retail commercial space, with office
commercial usage of the remainder at specified densities and
parking ratios.

TC MidAtlantic is responsible for preparing specific plans,
reports, studies and other data necessary for the rezoning
process.  RIC is responsible for costs attendant to any required
subdivision of the Property, including costs of any subdivision
plan.  Closing must occur within 28 months of Court approval.

RIC will pay Cassidy and Pinkard a Broker's Fee of 5% of the
first $1,000,000 and 3% of the balance.  Based on the $7,599,247
purchase price, RIC stands to pay Cassidy and Pinkard $247,999 or
3.26% of the price.

To ensure that the Liquidator receives fair value for the Center,
the Liquidator hired Robert G. Johnson, MAI of JMSP, Inc., in
Herndon, Virginia.  Mr. Johnson prepared an appraisal report that
indicated a $7,700,000 fair market value for the Property, which
is near the price proposed by Trammel Crow.  Ms. Laupheimer
states that the purchase price represents 46% of the value
approved by the Court for the Toll Brothers Transaction, but
includes only 16% of the net developable acreage that was to have
been sold to Toll Brothers.  The purchase price per square foot
is $6.66, which is 3.7 times more than the $1.79 per square foot
in the Toll Brothers Transaction.

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


SHAW GROUP: Reports $10 Million Net Income in Third Quarter
-----------------------------------------------------------
The Shaw Group Inc. (NYSE:SGR) released financial results for its
third quarter ended May 31, 2004. The Company reported net income
from continuing operations of $10.0 million, or $0.16 per diluted
share, versus $3.6 million, or $0.10 per diluted share, for the
quarter ended May 31, 2003. Results for the third quarter of
fiscal 2004 also include $3.6 million after taxes, or $0.06 per
diluted share, after taxes, for losses from discontinued
operations versus loss from discontinued operations of $0.5
million, or $0.02 per diluted share, in the May 31, 2003 quarter.
After the loss from discontinued operations, net income for the
third quarter of 2004 was $6.4 million, or $0.10 per diluted
share, versus $3.1 million, or $0.08 per diluted share in the May
31, 2003 quarter. Results for the prior year's third quarter
included a $30 million pre-tax charge related to the settlement of
project claims.

Shaw also generated $48.3 million of net cash from operations
during the third quarter ended May 31, 2004 versus net cash used
in operations of $45.6 million in the third quarter of last year.
Revenues for the quarter ended May 31, 2004 were $917.8 million
versus $821.7 million for the third quarter of fiscal 2003.
Revenues increased 33 percent over the $691.2 million reported for
the second quarter of fiscal 2004.

Shaw's backlog increased to $6.0 billion at May 31, 2004, a $0.5
billion increase over the $5.5 billion recorded for the second
quarter ended February 29, 2004 and a $1.2 billion increase over
the $4.8 billion recorded at August 31, 2003. Contributing to
backlog during the quarter was $1.5 billion in net new awards. The
Shaw engineering, construction and maintenance (ECM) division's
backlog from the power generating industry, including nuclear,
increased to $2.2 billion, or 37% of total backlog at May 31,
2004, with approximately $820 million in net new awards. ECM's
backlog from process industry businesses posted over $100 million
in net new awards. Shaw's environmental and infrastructure (E&I)
division reported backlog as of May 31, 2004 of $3.1 billion, or
51% of total backlog, with approximately $460 million in net new
awards during the quarter. Approximately 42% of the May 31, 2004
backlog, or $2.5 billion, is expected to be worked off during the
next 12 months.

J.M. Bernhard, Jr., Chairman and Chief Executive Officer of Shaw
said, "Our improving performance was reflected in our third
quarter financial results and near record backlog. We posted
income from continuing operations of $0.16 per diluted share. In
addition, we generated over $48 million of net cash from
operations this quarter."

Mr. Bernhard continued, "In addition to our good financial
results, we are extremely pleased with the growth of our backlog
of work which has increased across all industry sectors. The
addition of two large power plant construction contracts
contributed over $730 million to our backlog to be worked off over
about two years. The energy sector continues to show signs of
recovering and our maintenance group has achieved several bookings
of new work. Our process technologies line is expanding
internationally and our environmental and infrastructure group is
currently involved in projects in the Middle East and new
infrastructure work domestically."

Mr. Bernhard also said, "Our third quarter results also reflect
our strategic decision to discontinue involvement in the hanger
engineering and pipe support businesses. We began marketing these
businesses for sale and consequently have included them as
discontinued operations in our financial statements. This is a
decisive step as we work to position the Company for improving
domestic and global economies. We will continue to view our
businesses strategically, as we focus on streamlining our
operations, creating innovative solutions and technologies, and
targeting strategic markets and clients in the U.S and abroad."

Shaw also announced that fourth quarter fiscal 2004 earnings are
expected to be within a range of approximately $0.14 to $0.18 per
diluted share, lower than previously expected, primarily because
of the delays in the startup of our two major power plant
construction projects, although these projects are both currently
well underway.

The Shaw Group Inc. is a leading global provider of technology,
engineering, procurement, construction, maintenance, fabrication,
manufacturing, consulting, remediation and facilities management
services for government and private sector clients in the power,
process, environmental, infrastructure and emergency response
markets. A Fortune 500 company, Shaw Group is headquartered in
Baton Rouge, Louisiana and employs approximately 17,000 people at
its offices and operations in North America, South America,
Europe, the Middle East and the Asia-Pacific region.

                         *    *    *

As reported in the Feb. 10, 2004, issue of the Troubled Company
Reporter, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating and its other ratings on The Shaw Group
Inc. At the same time, Standard & Poor's revised the outlook on
the company to negative from stable.

"The outlook revision reflects the fact that profitability and
cash flow generation for fiscal 2004 ending August will be weaker
than previously anticipated, because of continuing challenges on a
few problem projects, reduced expectations of asset divestitures,
and weakness in the higher margin pipe manufacturing operation,"
said Standard & Poor's credit analyst Heather Henyon.

As a result, it is unlikely that Shaw will be able to meet
Standard & Poor's expectations of total debt to EBITDA of 2.5-3x
and EBITDA to interest coverage in the 3x area in 2004. However, a
growing backlog of more steady environmental and infrastructure
projects may enable the company to achieve an acceptable credit
profile in the intermediate term.


SOLUTIA INC: Court Extends Plan Proposal Period to Oct. 12
----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan granted Solutia, Inc.'s
second motion to extend its exclusive period during which to
propose a chapter 11 plan of reorganization.  

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher, LLP, in New
York, tells Judge Beatty that during the first six months of the
Debtors' Chapter 11 cases, the Debtors focused on creating a
business environment conducive to productive and constructive
negotiations with respect to a Chapter 11 plan.  After six months
of work, the building blocks for those negotiations are moving
into place and the Debtors believe that discussions can now begin
in earnest.  Significant progress has been made in the last six
months with respect to three critical areas:

     (i) stabilization of the Debtors' businesses and development
         of their business plan;

    (ii) productive discussions with creditor and equity
         constituencies; and

   (iii) progress toward clarifying issues and positions in
         connection with challenging legal issues and litigation
         areas.

However, Mr. Reilly states that there is much left to do and
while the Debtors believe that the parties are poised to begin
plan negotiations, it would be impossible in light of the
complexity of the Chapter 11 cases to conclude those negotiations
in time to finalize and confirm a reorganization plan within the
current exclusive periods.

Accordingly, the Debtors ask the Court to further extend their
exclusive period to file a reorganization plan to October 12,
2004 and their exclusive period to solicit acceptances of that
plan to December 11, 2004.

                    Debtors' Businesses Stabilize

The Debtors believe that they have taken important steps toward
preserving and maximizing the value of their business
enterprises.  Work in that area undoubtedly must continue as the
Debtors take the necessary steps to achieve their business plan.
However, much as been accomplished to date:

    * The Debtors have stabilized their businesses and
      substantially eliminated or mitigated the negative effects
      of their Chapter 11 filing on the businesses.  Most
      recently, the Debtors worked with their creditor and equity
      constituencies to negotiate and implement an employee
      retention and incentive plan that should stem employee
      losses related to the difficulty of working in a Chapter 11
      environment.  The stabilization of the Debtors' businesses
      frees their management and other parties-in-interest to
      focus on maximizing the value of the businesses and
      determine how that value should be distributed to
      stakeholders;

    * The Debtors have developed, with the Official Committee of
      Unsecured Creditors' input, an overall business plan that
      contemplates significant cost reductions as a means of
      improving the performance and viability of the Debtors'
      businesses.  The Debtors have already taken key steps toward
      implementing the business plan, including rejecting
      unprofitable contracts with creditors like E. I. du Pont de
      Nemours and Company, Calpine Central, L.P., Calpine Power
      Services Company and Decatur Energy Center, L.P., and
      preparing to close their chlorobenzene business.  The
      Debtors and their advisors continue to work hard toward
      identifying and implementing additional cost savings
      measures; and

    * In early May 2004, the Debtors announced that, with the
      Creditors Committee's consent, they made significant changes
      to restructure Solutia, Inc.'s senior management team.  The
      Debtors believe that the new leaders of Solutia, and the
      focus that they will bring to bear on the reorganization
      process, will provide a strong foundation for execution of
      the business plan and the successful development of a
      reorganization plan.

        Discussions With Creditor and Equity Constituencies

According to Mr. Reilly, an important development in the past six
months with respect to the Debtors' ability to develop and
negotiate a successful reorganization plan is that all of the
constituencies have been identified and are acquiring the
necessary background information about the Debtors' businesses
and their financial condition.  In addition to the Creditors
Committee, an official committee of retirees and an official
committee of equity security holders have been formed and all of
the committees have retained professional advisors.  Much has
been accomplished to prepare all parties for plan negotiations:

    * In addition to having reviewed the business plan, the
      Creditors Committee and its professionals are developing a
      thorough understanding of the Debtors' businesses and
      industries, and of the various forms of legacy liabilities
      that the Debtors face.  Creditors Committee members,
      together with advisors, are on the verge of concluding a
      series of tours of the Debtors' plants during which they
      have met with key members of the Debtors' operating
      management team.  The on-site visits and interactions
      heightened their understanding of the manufacturing process,
      the complex guest-host relationships at the Debtors'
      facilities, and the work necessary to implement the next
      steps of the business plan.  In addition, the Debtors
      created a "virtual data room" in which important documents
      and financial information can be made available quickly and
      efficiently to the Creditors Committee;

    * Representatives of Monsanto Company participated in the
      Creditors Committee's plant visits and other meetings with
      the Debtors' management and have been given access to the
      virtual data room, so that this important constituent can
      begin plan negotiations with a base of knowledge in common
      with that of other parties; and

    * The Retiree Committee and Equity Committee are currently in
      the process of gaining the necessary core knowledge about
      the Debtors' businesses and financial condition.  In recent
      weeks, the Debtors have met with representatives of both of
      those committees, and each has begun using the virtual data
      room to gather information.  Furthermore, the Debtors
      scheduled a meeting with the Retiree Committee and Equity
      Committee at which time the management team will formally
      present the business plan and engage in a question-and-
      answer session.

                  Clarification and Stabilization
                      of Litigation Positions

Mr. Reilly relates that the Debtors' Chapter 11 cases will need
some manner of resolution of complex legal questions, including
challenging questions related to the interface between the
Bankruptcy Code, on the one hand, and ERISA and federal and state
environmental laws, on the other hand.  To date, the Debtors and
other parties pursued a dual-track strategy of litigation and
negotiation with respect to several of these complex issues.
That dual-track strategy appears to have created opportunities
for the parties to pursue discussions toward a reorganization
plan.  Specifically:

    * The Debtors and the Environmental Protection Agency
      have entered into a stipulation that clarifies and limits
      the scope of discussion among them with respect to what
      environmental obligations must be performed during the
      Chapter 11 cases and, ultimately, which obligations are
      dischargeable under a reorganization plan;

    * Solutia, the EPA and Monsanto developed a working
      understanding with respect to division of responsibility for
      continuing environmental remediation efforts for various
      properties, which currently allows for an effective
      standstill that can allow plan negotiations to go forward;

    * Solutia, Monsanto, Pharmacia Corporation, the Creditors
      Committee and the Retiree Committee entered into a 45-day
      standstill agreement with respect to litigation among those
      parties to attempt to resolve the significant issues through
      negotiation rather than litigation; and

    * The briefing conducted in the pending litigation, together
      with informal analysis presented by the parties out of
      court, has begun to clarify the parties' positions on
      complex litigation issues so that negotiations can proceed
      from a more informed base.

                             Next Steps

Although the Debtors are pleased with the recent progress in
their Chapter 11 cases, the work to be done and the complexity of
the issues that they face will preclude them from being able to
formulate a workable Chapter 11 plan in the short term.  The
Debtors have identified a short list of next steps aimed
ultimately to negotiation and proposal to the Court of a Chapter
11 plan:

    (a) continuing to implement and refine the Debtors' business
        plan, including using the tools of bankruptcy to reduce or
        eliminate operating liabilities and improve cash flows;

    (b) identifying and quantifying the Debtors' potential
        liabilities, including considering the best way to proceed
        toward an effective and appropriate discharge of those
        liabilities by establishing procedures for identifying and
        handling claims in the Debtors' cases;

    (c) in the near term, developing and proposing to key
        constituencies a "straw man plan" that could form the
        basis for further plan discussions;

    (d) evaluating the potential for asset sales;

    (e) continuing to work toward stabilizing the Debtors' pension
        plan so as to avoid a distressed termination of that plan;
        and

    (f) working toward a valuation of the Debtors' domestic and
        foreign businesses.

The Debtors have been working diligently toward completing these
steps, and anticipate significant further work and progress in
these areas.

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


SAINT AMBROSE APARTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Saint Ambrose Apartments Housing Development Fund
        Company, Inc.
        aka Magnolia Plaza St Ambrose Aparments H.D.F.C.
        Attn: Vilma Scott
        686 LaFayette Avenue
        Brooklyn, New York 11216-1057

Bankruptcy Case No.: 04-20327

Chapter 11 Petition Date: July 14, 2004

Court: Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Herbert K. Ryder, Esq.
                  LeBoeuf Lamb Greene & MacRae LLP
                  125 West 55th Street
                  New York, NY 10019
                  Tel: 212-424-8000
                  Fax: 212-424-8500

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.


TELEWEST COMMUNICATIONS: Completes Financial Restructuring
----------------------------------------------------------
Telewest Communications plc's financial restructuring has become
effective. As a result, all outstanding notes and debentures of
Telewest and its Jersey-based finance subsidiary have been
cancelled, reducing the total outstanding indebtedness of the
business by approximately GBP 3.8 billion, or more than 65%, to
approximately GBP 2.0 billion. As part of the financial
restructuring, Telewest transferred substantially all of its
assets and liabilities to a subsidiary of Telewest Global, Inc., a
holding company incorporated in the state of Delaware and formed
for the purpose of holding the businesses that have historically
comprised Telewest.

Trading in Telewest Global's common stock on the Nasdaq National
Market will commence on 19 July 2004 under the symbol "TLWT". As
part of the financial restructuring, 241,325,000 shares, or 98.5%,
of Telewest Global's common stock will be distributed to the
holders of Telewest's and its Jersey-based finance subsidiary's
notes and debentures and certain other scheme creditors, and
3,675,000 shares, or 1.5%, of Telewest Global's common stock will
be distributed to Telewest's existing shareholders. Details of the
distribution of these shares will be announced tomorrow, 16 July
2004 after 5:00 p.m. when Telewest's and its finance subsidiary's
schemes of arrangement are closed to claims for which no notice
has been received.

Telewest also successfully completed the amendment of its senior
secured credit facility. The amended facility provides for fully
committed facilities of GBP 2.03 billion.

Cob Stenham, Chairman of Telewest, commented: "Completion of our
financial restructuring ends a long and complex process for
Telewest and allows us to focus our full resources on
strengthening our position as a leading broadband communications
and media group in the United Kingdom."

Telewest Global's board of directors will include seven directors
not historically associated with the Telewest business: Barry R.
Elson, William Connors, John H. Duerden, Marnie S. Gordon, Donald
S. La Vigne, Michael McGuiness and Steven R. Skinner. Cob Stenham,
Chairman of the Board of Telewest, will serve as Chairman of
Telewest Global.

"This is a dynamic and experienced group of directors. Their
expertise will be extremely valuable to the Telewest business, and
I am looking forward to working with them", said Stenham.

Telewest ADRs ceased trading on the Nasdaq National Market at 4.30
p.m. (New York time) on 13 July 2004 and dealings in Telewest
shares and debt securities on the London Stock Exchange ceased at
4.30 p.m. (UK time) on 14 July 2004. The listing of Telewest's
shares and debt securities on the Official List of the UK Listing
Authority was cancelled with effect from 8.00 a.m. on 15 July
2004.

Telewest Global, the newly-restructured broadband communications
and media group, currently operates a network covering
approximately 4.9 million homes in the UK and provides multi-
channel television, telephone and internet services to
approximately 1.74 million UK households, and voice and data
telecommunications services to around 67,000 business customers.
Its content division, Flextech, is the BBC's partner in UKTV.
Together they are the largest supplier of basic channels to the UK
pay-TV market. For further information go to
http://www.telewest.co.uk/media

                           *   *   *

As reported in the Troubled Company Reporter's May 17, 2004
edition, Telewest Communications plc (LSE:TWT) reported financial
results for the first quarter ended March 31, 2004:

                 Liquidity and Capital Resources  

"Net cash inflow before use of liquid resources and financing for  
the quarter was GBP 17 million compared to GBP 7 million in 2003.  

"Capital expenditure, on an accruals basis, declined by 20% to GBP  
52 million. The reduction was due mainly to improved utilisation  
of our network assets and falling electronic equipment prices. We  
have included disclosure of capital expenditure in accordance with  
National Cable and Telecommunications Association guidelines in  
note 9.  

"As at March 31, 2004, net debt was GBP 5,357 million. This  
consisted of GBP 3,640 million of notes and debentures, (including  
GBP 400 million of unpaid accrued interest), GBP 144 million of  
lease financing, GBP 7 million in other loans and GBP 2,000  
million drawn down on our bank facility, offset by cash balances  
and term deposits of GBP 434 million.  

"We are currently in default on our outstanding notes and  
debentures, certain of our finance leases and our bank facility.  
As a result of these defaults, the senior lenders under our bank  
facility and many of our other creditors have the right to  
accelerate obligations and demand immediate repayment. In current  
conditions, we have been able to continue to operate and meet our  
working capital needs as a direct result of the continued support  
of our creditors (in generally not calling defaults or  
accelerating their claims) and the Directors' belief that a  
financial restructuring is likely to be implemented. Because we  
are not making current interest payments on our notes and  
debentures we have been able to finance our remaining working  
capital needs through available cash and cash generated by  
operations. However, we do not believe that our creditors will  
continue to forebear from declaring defaults if our financial  
restructuring is not implemented or it is not implemented in a  
timely manner."


TITAN INTERNATIONAL: S&P Hangs Junk Rating on Sr. Sub. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and 'CCC' senior subordinated note ratings on Titan
International Inc. on CreditWatch with positive implications. The
action followed the Quincy, Illinoois-based company's announcement
that it intends to offer $100 million principal amount of
convertible senior unsecured notes and that it is arranging a new
$100 million revolving credit facility.

The proceeds of these financings will be used to repay all of the
amounts outstanding under the company's existing term loan that
matures in January 2005 and to redeem all of the outstanding
principal amount of the company's 8.75% senior subordinated notes
due 2007.

"The CreditWatch listing reflects our expectation that the
company's financial flexibility will improve as a result of the
proposed refinancing," said Standard & Poor's credit analyst Nancy
Messer. "In addition, Titan's financial performance and liquidity
position have begun to benefit from improvements in its end-
markets."

Titan, a manufacturer of steel wheels and tires for off-highway
vehicles, had balance-sheet debt totaling $234 million at
March 31, 2004.

The CreditWatch listing will be resolved after a review of Titan's
financial profile pro forma for the proposed refinancing. If
Standard & Poor's judges the improved credit profile sustainable,
a ratings upgrade may be warranted. Depending on the terms of the
new revolving credit facility and the expectations for near-term
cash flow generation from higher sales and margins, Titan's
financial position could improve to a level sufficient to warrant
a one-notch upgrade.


TRANSTECHNOLOGY: June 27 Stockholders' Deficit Widens to $4.5M
--------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) reported operating income of
$1.8 million for the first quarter of the fiscal year ending March
31, 2005 compared with $3.6 million in the year earlier period.
The company reported a net loss of $.6 million or $.09 per share
for the first quarter of fiscal 2005 compared to net income of $.7
million or $.10 per share one year ago. Net sales for the fiscal
2005 first quarter decreased 9.7% to $14.5 million from $16.1
million for the corresponding period of last year.

Robert L. G. White, President and Chief Executive Officer of the
company, said, "During the first quarter, almost all of the $1.6
million decrease in sales was attributable to our aftermarket
overhaul and repair operation. New equipment sales were
approximately the same as last year. We have implemented changes
in our operating procedures and added new personnel to our
overhaul and repair operation, all of which has had an impact on
the results for the quarter. These changes were made as a result
of the process and procedures review of that operation over the
past nine months. In order to ensure that our products and
documentation are at the highest levels, we have instituted
additional levels of verification and are assuring that all
personnel are appropriately trained. This situation produced
higher labor and material costs than we had planned. As a result,
our overhaul and repair throughput was impeded resulting in
reduced gross margins in the first quarter. The combination of the
lower sales in the overhaul and repair operation together with
inefficiencies experienced as we implement improvements in that
area accounted for approximately $.8 million of the shortfall in
gross profit from our target with the remaining $.7 million being
related to a higher percentage of aftermarket products with an
above-normal margin in the same period last year. We do expect to
see the overhaul and repair unit return to its historical levels
of shipments and gross margin as the new quality control
procedures become fully integrated into our overhaul and repair
operation."

Mr. White continued, "We expect to see improvements in the results
of our overhaul and repair operation beginning in the second
fiscal quarter, and remain focused on achieving our fiscal 2005
revenue and EBITDA targets of approximately $64 million and
approximately $14 million respectively. We continue to pursue the
refinancing of our subordinated debt, although to date we are not
able to complete such a refinancing due to the continuing
uncertainty resulting from the investigation of the United States
Attorney into our overhaul and repair operations. Also, by its
terms, the senior credit facility expires at the end of July. The
Company is in active negotiations to extend the term of this
facility."

TransTechnology Corporation -- http://www.transtechnology.com/--  
operating as Breeze-Eastern -- http://www.breeze-eastern.com/ --  
is the world's leading designer and manufacturer of sophisticated
lifting devices for military and civilian aircraft, including
rescue hoists, cargo hooks and weapons-lifting systems. The
company, which employs approximately 180 people at its facility in
Union, New Jersey, reported sales of $64.6 million in the fiscal
year ended March 31, 2004.

At June 27, 2004, TransTechnology Corporation's balance sheet
shows a stockholders' deficit of $4,353,000 compared to a deficit
of $3,787,000 at March 31, 2004.


US AIRWAYS: Flight Attendants to Discuss Cost-Saving Alternatives
-----------------------------------------------------------------
The US Airways Master Executive Council of the Association of
Flight Attendants-CWA, AFL-CIO, reached a decision Thursday and
agreed to discuss cost-saving changes within the context of their
current flight attendant agreement. The MEC has advised the
company that it is not interested in discussing JetBlue work rules
or America West pay rates as suggested by the company.

The decision to engage in discussions with the company is
conditioned upon the company's willingness to make positive
changes to both the sick and reserve systems currently in place,
as well as provide a fair and equitable profit-sharing plan as an
integral part of any agreement that would be presented to the
flight attendants at US Airways for ratification.

The MEC met with CEO Bruce Lakefield and Senior Vice President
Bruce Ashby in a closed session in Coraopolis, PA, on July 14. The
two executives committed to working to correct problems that have
arisen since the company's recent restructuring.

More than 46,000 flight attendants, including the 5,200 flight
attendants at US Airways, join together to form AFA, the world's
largest flight attendant union. AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO.

                      About the Company

US Airways is the nation's seventh-largest airline, serving nearly
200 communities in the U.S., Canada, Europe, the Caribbean and
Latin America. US Airways, US Airways Shuttle and the US Airways
Express partner carriers operate over 3,300 flights per day. For
more information on US Airways flight schedules and fares, contact
US Airways online at usairways.com, or call US Airways
Reservations at 1-800-428-4322.

                          *   *   *

As reported in the Troubled Company Reporter's May 7, 2004
edition, Standard & Poor's Ratings Services said it lowered its
ratings on US Airways Group Inc. and its US Airways Inc.
subsidiary, including lowering the corporate credit ratings to
CCC+ from B-, and removed all ratings from CreditWatch, where they
were placed on Dec. 10, 2003. The rating outlook is negative.

"The downgrade was based on the difficult challenge faced by US
Airways as it seeks to rapidly lower its operating expenses in
response to mounting pressure from low-cost competitors," said
Standard & Poor's credit analyst Philip Baggaley. The company is
seeking further major cost-saving concessions from its labor
groups, who already took pay cuts in 2002 and 2003, and failure to
conclude those negotiations successfully over the next several
quarters could force US Airways to undertake significant asset
sales and/or file for bankruptcy a second time. During this
process there is also some risk that US Airways will, as part of
its overall restructuring, seek to renegotiate public debt
obligations.  Near-term liquidity is adequate, with $978 million
of unrestricted cash at March 31, 2004.

Ratings on US Airways Inc.'s various enhanced equipment trust
certificates, excepting those that are insured, were lowered, as
well. Downgrades were in most cases more extensive than the one-
notch downgrade of US Airways' corporate credit rating, reflecting
decreased confidence that the airline would be able to reorganize
successfully if it were to enter a second bankruptcy proceeding.
These obligations are, however, backed by modern technology Airbus
aircraft that are considered good collateral.


WOMEN FIRST: Wants Until September 27 to Make Lease Decisions
-------------------------------------------------------------
Women First Healtcare, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware for more time to determine which
unexpired nonresidential real property leases it should assume,
assume and assign, or reject.

The Debtor reminds that Court that it was in a dire financial
situation when it filed for bankruptcy protection. Since the
Petition Date, it has focused on marketing and selling its primary
assets and, on June 25, 2004, the Court approved the sale of the
Debtor's Vaniqa assets. As a result, the Debtor has not had
sufficient time to determine whether it wants to assume and assign
or reject the Unexpired Lease.

Moreover, the Unexpired Lease is a real property lease for the
headquarters and main operating facility. The Debtor needs an
operating facility to conduct its business with respect to its
remaining assets in order to maintain asset value during the
marketing and sale process. Rejecting the Unexpired Lease and
transitioning to another facility at this stage would be costly,
inefficient and detract from the orderly liquidation of the
Debtor's remaining assets. Assuming the Unexpired Lease at this
point without being in a position to determine if an assignment of
the lease would add value to the estate would be also be
premature. If the Debtor was forced to prematurely assume or
reject the Unexpired Lease at this time, the estate would be
greatly prejudiced.

The Debtor submits that it needs until September 27, 2004, to
provide lease-related decisions.

Headquartered in San Diego, California, Women First HealthCare,
Inc. -- http://www.womenfirst.com/-- is a specialty  
pharmaceutical company dedicated to improve the health and
well-being of midlife women. The Company filed for chapter 11
protection on April 29, 2004 (Bankr. Del. Case No. 04-11278).
Michael R. Nestor, Esq., and Sean Matthew Beach, Esq., at Young
Conaway Stargatt & Taylor represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $49,089,000 in total assets and
$73,590,000 in total debts.


WORLDSPAN LP: Bolsters Unique Supplier Content in Canada
--------------------------------------------------------
Worldspan, L.P. announced that scheduled flight inventory on
Skyservice Airlines through Conquest Vacations is now available in
Worldspan's global distribution system.  Their new participation
significantly increases distribution for the Conquest and
Skyservice partnership, resulting in broader itinerary options for
Worldspan travel agency retailers worldwide.

Worldspan further expanded technology solutions for regional and
specialty airlines Air Transat, Bearskin Airlines and Canadian
North.  All three airlines have upgraded to Worldspan Direct
Access and Worldspan Direct Sell. With Direct Access, agents can
access and process last seat availability, while Direct Sell
provides real-time booking of inventory through the airline's
internal reservation system. In addition, Bearskin Airlines and
Canadian North will add Worldspan's e-Ticketing solution,
eliminating the need for paper tickets. Worldspan agencies can
book with added confidence they have the most accurate information
available, while improving operational efficiencies and providing
maximum customer service.

"These wins are proof that Worldspan continues to demonstrate the
value of our technology innovation," said Kevin Ficco, vice
president - Airline Distribution and Business Development for
Worldspan. "We are enhancing Conquest and Skyservice's
distribution opportunities while boosting our
agencies' ability to grow revenue through unique supplier
inventory.  By upgrading to advanced Worldspan solutions, Air
Transat, Bearskin Airlines and Canadian North will improve
efficiency and raise service levels for our agents."

"Worldspan's innovative and extensive array of traditional and
online travel selling outlets will greatly assist us in meeting
our growing distribution needs," said Ian Patterson, vice
president of Conquest. "Their proven ability to leverage industry
leading technology will certainly play an important role in our
efforts to expand growth throughout North America and around the
globe."

"Worldspan has once again demonstrated our firm commitment to the
Canadian market. We continue to deliver increased access to a
wider selection of suppliers in Canada for our agency customers
around the world, leading to winning results for all of us," noted
Worldspan general manager for Canada, Robert Kokonis.
    
                    About Worldspan, L.P.

Worldspan is a leader in travel technology services for travel
suppliers, travel agencies, e-commerce sites and corporations
worldwide. Utilizing some of the fastest, most flexible and
efficient networks and computing technologies, Worldspan provides
comprehensive electronic data services linking approximately 800
travel suppliers around the world to a global customer base.
Worldspan offers industry-leading Fares and Pricing technology
such as Worldspan e-Pricingr, hosting solutions, and customized
travel products. Worldspan enables travel suppliers, distributors
and corporations to reduce costs and increase productivity with
technology like Worldspan Go!(R) and Worldspan Trip Manager(R).
Worldspan is headquartered in Atlanta, Georgia. Additional
information is available at worldspan.com.

                          *   *   *

As reported in the Troubled Company Reporter's April 7, 2004
edition, Standard & Poor's Ratings Services placed its 'B+'
corporate credit rating and other ratings on Worldspan L.P. on
CreditWatch with positive implications, reflecting the S-1 filing
by its parent, Worldspan Technologies Inc., for an initial public  
offering of up to $315 million of common stock. Proceeds will be  
used primarily to repay debt.

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


* BOND PRICING: For the week of July 19 - July 23, 2004
-------------------------------------------------------    
  
Issuer                                Coupon   Maturity  Price   
------                                ------   --------  -----   
American & Foreign Power               5.000%  03/01/30    68   
AMR Corp.                              9.000%  09/15/16    73
AMR Corp.                             10.200%  03/15/20    72  
Burlington Northern                    3.200%  01/01/45    54   
Calpine Corp.                          7.750%  04/15/09    63   
Calpine Corp.                          8.500%  02/15/11    65   
Calpine Corp.                          8.625%  08/15/10    65   
Calpine Corp.                          8.750%  07/15/07    69   
Comcast Corp.                          2.000%  10/15/29    39   
Continental Airlines                   4.500%  02/01/07    71  
Cummins Engine                         5.650%  03/01/98    72   
Delta Airlines                         7.700%  12/15/05    64  
Delta Airlines                         7.900%  12/15/09    47  
Delta Airlines                         8.300%  12/15/29    39  
Delta Airlines                         9.000%  05/15/16    42  
Delta Airlines                         9.250%  03/15/22    40  
Delta Airlines                         9.750%  05/15/21    41  
Delta Airlines                        10.125%  05/15/10    49  
Elwood Energy                          8.159%  07/05/26    71   
Inland Fiber                           9.625%  11/15/07    51   
Level 3 Communications                 2.875%  07/15/10    73
Missouri Pacific                       4.750%  01/01/30    73   
National Vision                       12.000%  03/30/09    62     
Northwest Airlines                     7.875%  03/15/08    71   
Northern Pacific Railway               3.000%  01/01/47    53

                           *********

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 ***