TCR_Public/040907.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 7, 2004, Vol. 8, No. 191

                          Headlines

AAIPHARMA INC: Appoints Steve Cottrell as Interim President
ADELPHIA COMMS: Wants to Hire TMNG to Help Fight Devon Lawsuit
AIR CANADA: Transportation Agency Approves New Corporate Structure
AMERICAN COMMERCE: Subsidiary Sells First 'Specialty' Trailer
AQUA INVESTMENT: Case Summary & 42 Largest Unsecured Creditors

ATLAS AIR: Chief Financial Officer David Lancelot Resigns
AVONDALE MILLS: Moody's Junks $94 Million Sr. Subordinated Notes
BANC OF AMERICA: Fitch Raises Class 2B-5 Rating from B to BB
BANK OF AMERICA: Moody's Rates E8.3M Class E Preferred Shares Ba3
BEAR STEARNS: Moody's Assigns Ba2 Ratings to Classes M-7A & M-7B

BISHOP GOLD: Taps Research Capital to Help Raise Much Needed Cash
BOMBARDIER CAPITAL: Fitch Junks 12 Classes & Gives B Ratings to 5
BRILLIANT DIGITAL: Annual Stockholders Meeting is on Sept. 14
CHALK MEDIA: Names Mah as CFO & Harrison as Sales & Mktg. Director
COEUR D'ALENE: Wheaton Board Asks Shareholders to Reject Offer

COEUR D'ALENE: Estimates $105M Expenditures on San Bartolome Proj.
COUNTRYWIDE HOME: Moody's Places Low-B Ratings on Four Classes
COVANTA: SEC Grants Exemption From Section 314(d) Requirements
CRMNET.COM: Appoints Gary Williams as President & Secretary
CRYSTAL COVE: Moody's Puts Ba2 Rating on $20.3M Preference Shares

CSFB MORTGAGE: S&P Pares Class G-ALH Rating from BBB- to BB+
DB COMPANIES: Gets Final Nod to Use Lenders' Cash Collateral
DELAWARE TALON GROUP: Case Summary & Largest Unsecured Creditors
DELTA AIR: Dept. of Labor Appoints Jim Swartz to Serve on NACOSH
DELTA AIR: Reports 9% Increase System Traffic Increase in August

DEUTSCHE FINANCIAL: Fitch Junks Three Classes & Pares One to B-
DIAMOND TRIUMPH: Weak Performance Spurs S&P to Watch B Ratings
DIGITAL LIGHTWAVE: Transfers Securities Trading to Nasdaq SmallCap
DRESSER INC: Files Registration Statement for Proposed IPO
ENRON CORP: Sues to Recover $7.2 Million of Preferential Transfers

GAP INC: Moody's Raises Retailer's Debt & Issuer Ratings to Ba1
HAYES LEMMERZ: AP Wheels Discloses Ownership of 3.5 Million Shares
HOLLINGER INC: Canadian Court Orders Appointment of an Inspector
INFRASOURCE SERVICES: Completes EnStructure Acuisition

INTEGRATED ELECTRICAL: Moody's May Cut Low-B Ratings After Review
JOSTENS INTERMEDIATE: S&P Puts Single-B Ratings on Notes & Loan
KELLEY BROS: Case Summary & 17 Largest Unsecured Creditors
LA QUINTA: Completes The Marcus Corp. Acquisition for $412 Million
MASTEC INC: Ernst & Young Resigns as Independent Accounting Firm

MERIT SECURITIES: Fitch Chips Class M-2 Rating to B & Junks B-1
MERIT SECURITIES: Fitch Junks Class B-1 & Cuts Class M-2 to BB-
MINORPLANET SYSTEMS: Plan Confirmed & New Shares Distributed
MOTHERS WORK: Operating Concerns Prompt S&P's B+ Credit Rating
NATIONAL CENTURY: Court Upholds Lincoln Clinic Sale to Aprahamian

NEW WORLD: Files Schedules of Statement and Financial Affairs
NRG ENERGY: Court Authorizes Rejection of 33 Executory Contracts
OWENS CORNING: Court Says Dr. Sider's Retention is Premature
OXFORD AUTOMOTIVE: S&P Withdraws Junk Ratings for Lack of Info
PAN AMERICAN ZINC: Voluntary Chapter 11 Case Summary

PARMALAT USA: Wants to Employ Mahoney Cohen as Accountants
PG&E NATIONAL: Will Pay $267,816 Pepco Energy Services Settlement
SEQUOIA MORTGAGE: Moody's Rates Class B-4 & B-5 Certs. at Low-B
SOLUTIA: Gets Court Nod to Contribute $11 Million to Pension Plan
THOMAS R. RICKETTS: Case Summary & 9 Largest Unsecured Creditors

U.S. RESTAURANT: Fitch's BB Rating on Watch After Acquisition News
U.S. STEEL: Vice Chairman Roy Dorrance to Retire by Month's End
US AIRWAYS: Reports 79.1% Increase in Passenger Load Factor
UNITED AGRI: Further Extends Senior Debt Offering to Sept. 16
VIASYSTEMS INC: Parent Company Initiates Rights Offering

VILLA ST. MICHAEL: Court Gives Third Interim Nod to Access $662K
WHITING PETROLEUM: S&P Affirms B+ Corporate Credit Rating
WHITING PETROLEUM: Moody's Reviewing Low-B Ratings & May Downgrade
WORLDCOM INC: MCI Board Members to Purchase Stock with Fees
WORLDWATER CORP: Executes $2 Million Contract for AquaMax(TM)

* Large Companies with Insolvent Balance Sheets

                          *********

AAIPHARMA INC: Appoints Steve Cottrell as Interim President
-----------------------------------------------------------
Dr. Vijay Aggarwal has stepped down from his position as President
of aaiPharma Inc. (NASDAQ: AAII) Development Services. Dr.
Aggarwal has accepted the position of CEO of Aureon Biosciences
Corporation. Effective immediately, Mr. Steve Cottrell has been
appointed to the position of Interim President of Development
Services.

Mr. Cottrell joined AAI Development Services in 2002 and served as
Executive Vice President of Sales, Marketing and Project
Management for AAI Development Services prior to this appointment.

"For the last 2 1/2 years, Vijay has led our development services
organization with tremendous vision and diligence, stated Dr. Fred
Sancilio, Executive Chairman and CEO of aaiPharma. "While we wish
Vijay well in his new position, we are also very confident that
Steve's experience will ensure that we remain focused on
delivering scientific excellence and unmatched customer service to
our clients."

                      About aaiPharma Inc.

aaiPharma Inc. is a science-based pharmaceutical Company focused
on pain management, with corporate headquarters in Wilmington,
North Carolina.  With more than 24 years of drug development
expertise, the Company is focused on developing, acquiring, and
marketing branded medicines in its targeted therapeutic areas.
aaiPharma's development efforts are focused on developing
improved medicines from established molecules through its
significant research and development capabilities.

                         *     *     *

As reported in the Troubled Company Reporter's on April 29, 2004,
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit and 'CC' subordinated debt ratings on aaiPharma Inc.
At the same time, Standard & Poor's removed the ratings on the
Wilmington, North Carolina-based specialty pharmaceutical
company from CreditWatch.

S&P's outlook on aaiPharma is negative.

"The low speculative-grade ratings reflect the company's
improved but still limited liquidity given the lack of visibility
of aaiPharma's profitability and cash flow generation," said
Standard & Poor's credit analyst Arthur Wong.

For more information on the Company, including its product
development organization AAI Development Services, visit
aaiPharma's website at http://www.aaipharma.com/


ADELPHIA COMMS: Wants to Hire TMNG to Help Fight Devon Lawsuit
--------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ TMNG Strategy as communications
industry expert consultants, nunc pro tunc to July 19, 2004.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that ACOM and Devon Mobile, LP, have filed multi-
million dollar claims against each other's estate in connection
with among other things, the Devon Limited Partnership Agreement.  
On June 21, 2004, the Devon Mobile Liquidating Trust, as successor
to Devon Mobile, commenced an adversary proceeding against the
ACOM Debtors.  Devon Mobile alleged preference, fraudulent
conveyance, breach of fiduciary duty and deepening insolvency
claims against ACOM.

Ms. Chapman tells Judge Gerber that, in defending the Devon Mobile
Action and in prosecuting the related counterclaims, the ACOM
Debtors will require the assistance of communications industry
experts to:

   -- analyze the industry's conditions during the time periods
      alleged in the complaint;

   -- conduct valuation and damages analyses; and

   -- render opinions, reports and testimony in connection with
      the analyses.

TMNG is a consulting firm that provides a full range of strategic
business advisory services to the communications industry.  The
ACOM Debtors will need TMNG to assist them and their counsel,
Klehr Harrison Branzburg & Ellis and Willkie Farr & Gallagher, in
collecting, analyzing information, and providing industry
expertise relating to issues raised in the Devon Mobile Action.
TMNG will also analyze certain issues relating to the Devon
Limited Partnership Agreement and other related agreements between
the ACOM Debtors and Devon Mobile.

To the extent TMNG provides advisory services to Klehr Harrison or
Willkie Farr, TMNG's work will be performed at the counsels' sole
direction and will be exclusively for the purpose of assisting the
counsels' representation of the ACOM Debtors.  The ACOM Debtors
believe that TMNG's work may be of fundamental importance in the
formation of mental impressions and legal theories by the
counsels.

In this regard, the ACOM Debtors ask the Court to find that TMNG's
writings, analysis, communications and mental impressions in
connection with its assistance with Klehr Harrison or Willkie Farr
in the Devon Mobile Action, are the counsels' work product and
should be treated with confidentiality.  The Debtors also ask the
Court to rule that the confidential or privileged status of the
TMNG Litigation Work Product is unaffected by the fact that TMNG
is retained by the Debtors rather than by their counsels.

The Debtors will compensate TMNG for its services in accordance
with the firm's customary hourly rates:

   Consulting Level                       Hourly Rates
   ----------------                       ------------
   President                                  $500
   Vice President                              400
   Principal                                   400
   Manager                                     350
   Associate                                   250
   Senior Analyst                              180
   Analyst                                     150
   Research Librarian                          100
   Document Production                          60

The Debtors will also reimburse TMNG for reasonable out-of-pocket
expenses.

The ACOM Debtors agree to indemnify and hold harmless TMNG and its
directors, officers, employees, affiliates, agents and controlling
persons during the pendency of their cases.

TMNG Vice President Susan M. Simmons advises the Court that she is
unaware of any conflicts of interest with respect to any potential
parties-in-interest.  Ms. Simmons assures the Court that TMNG will
continue to monitor other potential conflicts that would arise
during the course of the engagement and will disclose promptly
should any come to TMNG's attention.

Ms. Simmons ascertains that TMNG's principals and professionals do
not hold or represent an interest adverse to the ACOM Debtors'
estates and are "disinterested persons" within the meaning of
Section 101(14) of the Bankruptcy Code.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No.
68; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


AIR CANADA: Transportation Agency Approves New Corporate Structure
------------------------------------------------------------------
Air Canada welcomed the decision rendered by the Canadian
Transportation Agency, which concludes that Air Canada's proposed
new corporate structure will meet the Canadian ownership and
control requirements as defined in the Canada Transportation Act.

"We welcome Friday's decision by the Canadian Transportation
Agency that allows us to meet the closing ownership conditions and
proceed towards the completion of our restructuring by the end of
September," said John Baker, Senior Vice President and General
Counsel.

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 filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Sean F. Dunphy, Esq.,
and Ashley John Taylor, Esq., at Stikeman Elliott LLP, in Toronto,
serve as Canadian Counsel to the carrier.  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.


AMERICAN COMMERCE: Subsidiary Sells First 'Specialty' Trailer
-------------------------------------------------------------
Chariot Manufacturing Company, Inc., a subsidiary of American
Commerce Solutions, Inc. (OTC Bulletin Board: AACS), has sold the
first Chariot trailer specifically designed for the landscape
industry.

Steven D. Smith, President of Chariot, stated, "We are pleased to
announce that we have now completed development and have received
a deposit to build a landscaping/lawn maintenance trailer that
will provide specific features to fit their particular needs. We
felt this was an opportunity for us to bring a premium product to
the landscape industry that will not only meet their specific
needs, but also be much lighter than competitors. The unit will
have secured compartments that keep their tools safe and
organized, special holders for irrigation parts and pipes and will
have fiber glassed floors which allow cleanup inside the trailer
without fear of wood rot. Additionally, since there are no
obstructing seams or rivets, the trailer sides are perfect for the
application of the Contractor's graphics."

Mr. Smith continued, "While our first deposit was paid in cash, as
will be the balance upon delivery, we can offer Contractor's
financing through a third party leasing program. This will enable
the Landscape Contractor to package other equipment, or even
vehicles under the same lease plan. For business owners in this
type of market, price is not as much an issue as cash flow. As
long as the lease plan fits their cash flow, the Contractor can
have a much more tailored, efficient and useful tool. Sales of our
premium trailers has been steadily growing with more complex
trailers including air conditioning, electrical packages, windows,
cabinets and deluxe interiors. We are working with several
customers designing RV packages making the trailer half motorcycle
carrier and half RV. Our sales backlog remains strong as are the
number of inquiries we receive every day."

Integral to the development of the landscaper's trailer and
purchaser of the first unit is Richard Gearin, President and owner
of Essential Property Maintenance in Brandon, Florida. Gearin
commented, "I have over twenty years in this business and finally
I'll have a covered trailer that will be stylish, industry
practical and economically lightweight. Working on the design and
applications was interesting and enjoyable. These guys know what
they're doing and worked hard to meet this customer's needs."

American Commerce Solutions, Inc. President and Chief Executive
Officer, Daniel L. Hefner, stated, "Steve and his team continue to
do an outstanding job of promoting the Chariot line of
lightweight, aerodynamic trailers to both dealers and the private
sector through motorcycle rallies and word of mouth. Successfully
converting a plan on paper to reality validates Chariot's ability
to increase its potential through market focus and
diversification. It is virtually impossible to quantify the
benefit of this increased market. You see landscape trailers
virtually everywhere, now some will be Chariot Trailers."

Chariot Manufacturing Company, Inc. -- http://www.chariot-trailer.com/
-- is a wholly owned subsidiary of American Commerce Solutions,
Inc.

American Commerce Solutions, Inc. (f/k/a JD American Workwear,
Inc.) provides heavy equipment repair services and parts sales.
Heavy equipment services are offered to construction, forestry,
waste and scrap industries. The Group provides complete service of
the equipment, which includes rebuilding undercarriages, engines,
transmissions, final drives and hydraulics. The Group's operating
subsidiary is International Machine and Welding, Inc. During 2001,
the Group has discontinued the operations of two subsidiaries, JD
American Workwear, Inc., a workwear distributor and Rhode Island
Truck and Equipment Corp., a paving contractor.

                          *     *     *

In its Form 10-QSB for the quarterly period ended May 31, 2004,
filed with the Securities and Exchange Commission, American
Commerce Solutions, Inc. reports:

"The Company has incurred substantial operating losses since
inception and has used approximately $78,500 of cash in operations
for the three months ended May 31, 2004. The Company recorded
losses from continuing operations of $341,510 and $251,260 for the
three months ended May 31, 2004 and 2003, respectively. Current
liabilities exceed current assets by $1,170,255 at May 31, 2004.
Additionally, the Company is in default on several notes payable.
The ability of the Company to continue as a going concern is
dependent upon its ability to reverse negative operating trends,
raise additional capital, and obtain debt financing.

"Management has revised its business strategy to include expansion
into other lines of business through the acquisition of other
companies in exchange for the Company's stock. Management is
currently negotiating new debt financing, the proceeds from which
would be used to settle outstanding debts at more favorable terms,
to finance operations, and to complete additional business
acquisitions. However, there can be no assurance that the Company
will be able to raise capital, obtain debt financing, or improve
operating results sufficiently to continue as a going concern."


AQUA INVESTMENT: Case Summary & 42 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Aqua Investment Group, Inc.
             12981 National Road South West
             Pataskala, Ohio 43062

Bankruptcy Case No.: 04-63852

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Aqua II Pools, Inc.                        04-63848
      Antonio W. Marino                          04-63855

Type of Business: The Debtor is engaged of retail sales,
                  service of pools, and pool product
                  development.

Chapter 11 Petition Date: September 1, 2004

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtors' Counsel: James E. Nobile, Esq.
                  Nobile, Needleman & Thompson, L.L.C.
                  341 South Third Street, Suite 11
                  Columbus, OH 43215
                  Tel: 614-222-4220
                  Fax: 614-222-4272

                                   Total Assets    Total Debts
                                   ------------    -----------
Aqua Investment Group, Inc.          $1,255,000     $1,102,000
Aqua II Pools, Inc.                    $251,147       $149,606
Antonio W. Marino                      $537,800       $604,714

A. Aqua Investment Group's 2 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
John, Sr. & Lishia Gueli                   $900,000
2804 Johnstown Road
Columbus, Ohio 43219

John Gueli, Jr.                            $202,000

B. Aqua II Pools, Inc.'s 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
U.S. Bank, N.A.                             $34,566

Zodiac American Pools, Inc.                 $25,039

American Express                            $22,800

Bison Labratories, Inc.                     $12,018

Astral Products, Inc.                       $10,131

SCP Distributors, LLC                        $9,637

Gehl Finance                                 $9,267

Composite Pool Corporation                   $7,503

Yellow Book USA                              $5,660

CAPO Industries, Ltd.                        $4,480

H2O On The Go, Inc.                          $1,165

Glasgow Account Services, Inc.               $1,000

Columbus Check Cashers                         $900

Paisley's Rental                               $757

BCS Transport, LLC                             $650

Dana & Pariser                                 $573

Estes Express Lines                            $528

Viking Pools Northeast, Inc.                   $454

Professional Turf Management Systems           $427

Monk's Copy Shop, Inc.                         $368

C. Antonio W. Marino's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
John C. Gueli, Jr.                         $202,000

First National Bank                         $52,000

Discover                                     $6,650

Bank Of America                              $2,800

Direct Merchants Bank                        $2,575

Capital One                                  $1,695

BankFirst Card Center                        $1,550

Mount Carmel Health                          $1,524

Providian                                    $1,275

Capital One                                  $1,236

Value City Department Stores                   $950

ORS                                            $855

Household Bank (SB), N.A.                      $821

Verizon Wireless                               $632

First North American National Bank             $532

Radiology Inc.                                 $392

Shell Gas Card Processing Center               $360

Children's Hospital                            $360

Khanh V. Dang, MD                              $148

Child Radiologic Institute                     $143


ATLAS AIR: Chief Financial Officer David Lancelot Resigns
---------------------------------------------------------
Atlas Air Worldwide Holdings Inc.'s Chief Financial Officer David
Lancelot will leave his post on September 10, 2004.   Mr. Lancelot
resigned to return to his home town of Dallas, Texas in a senior
financial position with Highland Capital Management, an investment
advisory firm.

David Lancelot was named Chief Financial Officer for Atlas Air on
May 15, 2003.

Lancelot originally joined Atlas Air Worldwide Holdings in March
2002 as Controller from its Polar Air Cargo subsidiary, where he
served in the same role.  He came to Polar in July 2000 from
AirTran Airways, where he was Vice President of Finance,
Controller and Treasurer.  Prior to that Lancelot held various
corporate accounting positions at American Airlines.

He has a strong background in aviation accounting and finance and
brings to the company experience with capital markets and a proven
ability to install financial controls and turn around financial
performance.

Mr. Lancelot is a graduate of Baylor University with a degree in
accounting.  He is a certified public accountant, with previous
public accounting experience as an auditor with KPMG LLP in
Dallas, Texas.

The Company is commencing a search to fill Mr. Lancelot's
position.  Until a permanent replacement is found, his
responsibilities will be assumed by the existing members of the
Company's senior management team.  Atlas didn't indicate when it
expects to hire a new CFO, Dow Jones said.  

Highland manages more than $9 billion in leveraged loans, high-
yield bonds and other assets, according to its Web site.

Atlas Air Worldwide Holdings, Inc. -- http://www.atlasair.com/--  
is a worldwide all-cargo carriers that operate fleets of Boeing
747 freighters.  The Company filed for chapter 11 protection
(Bankr. Fla. Case No. 04-10794) on January 30, 2004.  The
Honorable Robert A. Mark presided over Atlas' restructuring
proceeding.  Jordi Guso, Esq., at Berger Singerman, represents the
debtor.  Atlas Air emerged from bankruptcy on July 27, 2004.


AVONDALE MILLS: Moody's Junks $94 Million Sr. Subordinated Notes
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Avondale
Mills, Inc., and those of its parent company, Avondale
Incorporated and assigned a negative outlook.  These ratings were
affected:

Avondale Mills, Inc:

   * $91 million issue of senior subordinated notes due 2013,
     downgraded to Ca from B3.

Avondale Incorporated:

   * The senior implied rating lowered to B3 from B1;

   * The senior unsecured issuer rating lowered to Caa2 from B2.

The stable outlook was changed to negative.

The downgrade reflects Moody's view that the recently negotiated
exchange of $59 million of existing senior subordinated notes due
2013 for $41million of new senior unsecured notes due 2012
represents an impairment of value to the sellers of the
subordinated notes.  The additional layer of senior unsecured debt
also increases the potential severity of loss in a distress
scenario for the remaining holders of the subordinated notes.  The
downgrade also considers:

   * the decrease in cash from operations,
   * significant leverage on a free cash flow basis, and
   * an operating loss for the last twelve months.  

In addition, the operating loss over average total assets may
indicate a need for asset writedowns.

The ratings continue to incorporate:

   * the company's market position as a leading domestic,
   * vertically integrated supplier of apparel textiles,
   * its on-going cost control, and
   * plant rationalization programs, which were initiated in
     fiscal 2002.

The ratings outlook is negative.  The company's determined efforts
to increase absorption of fixed costs through facility
rationalization may not keep pace with the relentless competition
from lower price imported products particularly in light of
continued price deflation in apparel.  The uncertain level of
future profitable demand, combined with a more volatile cotton
market and an increasing proportion of sales to offshore
contractors, leaves doubt about the company's ability to generate
sufficient cash from operations to reduce its high leverage
outside of a financial restructuring.

The Ca rating on the senior subordinated notes reflects the
effective subordination of the notes to the claims of secured
lenders under the secured credit facility and other senior
indebtedness.  On May 28, 2004, Avondale had no borrowings
outstanding and $30.9 million of availability under its borrowing
based revolving credit facility.  The subordinated notes are also
effectively subordinated to a $13 million equipment term loan and
$41 million of new senior unsecured notes due 2012.  The credit
facility and the unsecured notes are not rated by Moody's.

In the last several years, the company's revenues have
consistently declined due to both the weakened domestic consumer
demand for apparel and increased competition from the cheaper,
foreign sourced fabrics and packaged goods, as well as the
company's internalization of yarn production and shift in product
mix.  Margin improvements achieved during the previous twelve
month period as a result of facility rationalization and cost
cutting were offset by higher raw material costs and weaker
pricing across the industry over the last twelve months ended
May 28, 2004.

Gross margin for the last twelve months ended May 28, 2004
declined to 2.1% from 7% for the fiscal year ended August 29, 2003
primarily due to lower unit demand, weaker pricing and higher
average cotton costs.  While SG&A remained flat, EBIT was a loss
of $13 million for the last twelve months ended May 28, 2004
versus $15 million in EBIT (or 2.5% of sales) at fiscal year end
2003.  The loss on average total assets may indicate a need for
asset writedowns.

Free cash flow declined in the last twelve-month period ended
May 28, 2004 due to the company's net loss, which was somewhat
offset by historically low levels of capex.  Cash coverage of
debt, measured as cash from operations less capex and dividends
for the trailing twelve months ended May 28, 2004 to debt plus the
off-balance sheet accounts receivable securitization program,
decreased to 4.7% from 6.2% for fiscal year end 2003.

Interest protection measures are inadequate.  EBITDA less capex to
interest was insufficient at 0.8 times for the last twelve months
ended May 28, 2004 versus 1.9 times at fiscal year end 2003.  Due
to the operating loss, all EBIT based metrics were negative.

Avondale Mills, Inc., with the headquarters in Monroe, Georgia, is
a wholly owned operating subsidiary of Avondale Incorporated.  The
company is a leading manufacturer and marketer of indigo-dyed
denim, piece-dyed workwear and sportswear fabrics, and cotton and
cotton-blend yarns.


BANC OF AMERICA: Fitch Raises Class 2B-5 Rating from B to BB
------------------------------------------------------------
Fitch has taken rating actions on these Banc of America Mortgage
Securities, Inc., mortgage pass-through certificates:

   Banc of America Mortgage Securities, Inc. mortgage pass-through
   certificates, series 2003-3 group 1

      -- Class 1A affirmed at 'AAA'.

   Banc of America Mortgage Securities, Inc. mortgage pass-through    
   certificates, series 2003-3 group 2

      -- Class 2A affirmed at 'AAA';
      -- Class 2B-1 upgraded to 'AAA' from 'AA';
      -- Class 2B-2 upgraded to 'AA' from 'A';
      -- Class 2B-3 upgraded to 'A' from 'BBB';
      -- Class 2B-4 upgraded to 'BBB' from 'BB';
      -- Class 2B-5 upgraded to 'BB' from 'B'.

The upgrades reflect an increase in credit enhancement relative to
future loss expectations and affect $2,700,981 of outstanding
certificates.  The affirmations reflect credit enhancement
consistent with future loss expectations and affect $503,965,612
of outstanding certificates.

As of the August 25, 2004 distribution, the senior class A
certificates of series 2003-3 group 1 are benefiting from 4.52%
subordination (up from 2.5% as of the closing date, April 24,
2003) provided by the certificates 1B-1 to 1B-6, which were not
rated by Fitch.  Currently, 0.18% of the remaining loans are in
30-day delinquency, there have been no losses to the pool, and 46%
of the group 1 collateral has paid down.  The group 1 collateral
consists of conventional, fixed-rate, fully amortizing, first
lien, and one- to four-family residential mortgage loans with
original terms to stated maturity ranging from 240 to 360 months.

As of the August 25, 2004 distribution, the senior class A
certificates of series 2003-3 group 2 are benefiting from a 2.50%
subordination (up from 1.25% as of the closing date, April 24,
2003) provided by the subordinate classes (2B-1 to 2-B6).  The
current credit enhancement of classes 2B-1, 2B-2, 2B-3, 2B-4, and
2B-5 are 1.30%, 0.90%, 0.60%, 0.40%, and 0.20%, respectively.
Currently, there are no delinquent loans and no losses to the pool
and 53% of the group 2 collateral has paid down.  The group 2
collateral consists of conventional, fixed-rate, fully amortizing,
first lien, one- to four-family residential mortgage loans with
original terms to stated maturity ranging from 120 to 180 months.

There is no cross-collateralization between the two groups.


BANK OF AMERICA: Moody's Rates E8.3M Class E Preferred Shares Ba3
-----------------------------------------------------------------
New York, September 03, 2004

Moody's Investors Service has assigned ratings of Prime-1, Aaa,
Aa1 and Aa3 to nine classes of notes and of Baa2 and Ba3 to two
classes of preferred shares issued by GEARS, Ltd. 2004-A.  The
ratings of the notes and preferred shares are based on the quality
of the underlying automobile loans, the structure of the
transaction, the amount of credit enhancement, the expertise of
Bank of America, N.A. -- BANA -- as originator and servicer.  The
Prime-1 ratings of the Class A-IO and Class A-1 notes are based
primarily on the amount of liquidity from collections on the
underlying receivables during the period prior to the notes' legal
final maturity date.  The complete rating actions are:

Rating Action:

   Class A-IO Notes, rated Prime-1

      * $105,000,000 LIBOR plus 0.12% Class A-P Notes, rated Aaa;

      * $375,400,000 1.75% Class A-1 Notes, rated Prime-1;

      * $521,700,000 2.47% Class A-2 Notes, rated Aaa;

      * $547,200,000 3.07% Class A-3 Notes, rated Aaa;

      * $305,700,000 3.55% Class A-4 Notes, rated Aaa;

      * $32,912,000 LIBOR plus 0.27% Class B-1 Notes, rated Aa1;

      * E10,000,000 EURIBOR plus 0.27% Class B-2 Notes, rated Aa1;

      * E28,954,000 EURIBOR plus 0.45% Class C Notes, rated Aa3;

      * E45,500,000 EURIBOR plus 1.75% Class D Preferred Shares,
        rated Baa2; and

      * E8,272,000 EURIBOR plus 4.75% Class E Preferred Shares,
        rated Ba3.

BANA, headquartered in Charlotte, North Carolina, has a long-term
deposit rating of Aa1.  BANA's auto group, headquartered in
Jacksonville, Florida, manages an auto loan portfolio of
approximately $13 Billion purchased from dealers in approximately
21 states.


BEAR STEARNS: Moody's Assigns Ba2 Ratings to Classes M-7A & M-7B
----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I
Trust 2004-HE6, and ratings ranging from Aa2 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by:

   * Encore Credit Corporation (17.06%),

   * People's Choice Home Loans, Inc. (42.15%), and

   * Fremont Investment and Loan (30.38%) originated adjustable-
     rate (70.48%) and fixed-rate (29.52%) subprime mortgage loans
     acquired by EMC Mortgage Corporation.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization, and excess spread.  The credit quality of
the loan pool is in line with the average loan pool backing recent
subprime securitizations.

EMC will act as master servicer of the loans.  Moody's assigned
EMC its top servicer quality rating -- SQ1 -- as a primary
servicer of subprime loans.

The complete rating actions are:

Bear Stearns Asset Backed Securities I Trust 2004-HE6, Asset-
Backed Certificates, Series 2004-HE6

   * Class I-A-1, $263,537,000, rated Aaa;
   * Class I-A-2, $45,482,000, rated Aaa;
   * Class II-A, $211,021,000, rated Aaa;
   * Class III-A, $212,238,000, rated Aaa;
   * Class M-1, $59,411,000, rated Aa2;
   * Class M-2, $46,976,000 rated A2;
   * Class M-3, $13,817,000 rated A3;
   * Class M-4, $11,514,000, rated Baa1;
   * Class M-5, $10,132,000, rated Baa2;
   * Class M-6, $9,211,000, rated Baa3;
   * Class M-7A, $8,059,000, rated Ba2; and
   * Class M-7B, $8,059,000, rated Ba2.


BISHOP GOLD: Taps Research Capital to Help Raise Much Needed Cash
-----------------------------------------------------------------
Bishop Gold, Inc., listed on the TSX Venture Exchange
Inc. under the trading symbol "BSG", entered into an engagement
letter with Research Capital Corporation in connection with its
previously announced financing.  

The financing will be completed by way of Short-Form Offering
Document in accordance with Exchange policies and will consist of
the offering of a minimum 2,500,000 and maximum of 4,166,667 units
of Bishop at a purchase price of $0.30 per unit for gross proceeds
of a minimum of $750,000 and a maximum of $1,250,000.  Each Unit
will consist of two thirds (2/3) of one flow-through common share,
one third (1/3) of one common share and one common share purchase
warrant. Each full Warrant will entitle the holder to acquire one
non-flow-through common share at a price of $0.35 for a period of
twelve months from the date of issue or at a price of $0.40 for an
additional period of 12 months thereafter.

As compensation for its services as agent in connection with this
offering, Research will receive a cash commission equal to 8% of
the gross proceeds received by Bishop from the sale of the Units
on a best efforts basis.  In addition, Bishop has agreed to pay
Research a corporate finance fee of $15,000, of which $7,500 is
non-refundable and has been paid to Research and the remaining
$7,500 will be paid upon closing of the financing.  Research and
its sub-agents will also receive a non-transferable option to
acquire that number of units that is equal to 12% of the aggregate
number of Units issued pursuant to the offering at an exercise
price of $0.30 per Broker Unit for a period of two years from the
date of issue.  Each Broker Unit received by Research upon
exercise of the aforementioned option will consist of one common
share and one Warrant.  Bishop will also pay all of the expenses
incurred by Research in connection with this offering.

It is expected that a formal agency agreement will be entered into
prior to the filing of the Short-Form Offering Document.  The
filing of the Short-Form Offering Document and entering into of
the agency agreement will be publicly announced upon the execution
and filing thereof.

Proceeds from the financing will be used to complete Phase I of
the proposed exploration and development program on the Lawyers
Property and for general working capital purposes.  It is expected
that the financing will close concurrently with the final
acquisition of the Toodoggone properties by Bishop pursuant to its
previously announced Mineral Claim Purchase and Sale Agreement
between Bishop and Guardsmen Resources, Inc., (for the purchase of
a 100% interest in two significant gold properties known as the
Al/Bonanza and the Lawyers properties located in the Toodoggone
district of North Central British Columbia).

Bishop has also completed an amending agreement with Guardsmen to
extend the closing date of the aforementioned Toodoggone property
acquisition to October 15, 2004 in order to facilitate the closing
of the offering.

The Lawyers property comprises approximately 38 sq km in 23 claims
on which a total of over 30,000 metres of diamond drilling was
completed in over 1,000 drill holes funded by seven separate
companies during the period 1979 to 2001.  The Al/Bonanza property
comprises approximately 23 sq km in 14 claims on which a total of
20,000 metres of diamond drilling was completed in 960 drill holes
funded by six separate companies during the period 1979 to
2001.

Bishop Gold is a mineral exploration company with interests in the
Al/Bonanza property and the Lawyers property, both are located in
the Toodoggone District of North Central B.C.; and the Gordon Lake
Property in the Giant Bay Region near Yellowknife, NWT.

Stated in Bishop Gold's 3rd Quarter Report ending June 30, 2004:

"The Company has realized recurring losses from operations, and
has a working capital deficiency of $191,905.  These factors,
amongst others, cast substantial doubt with respect to the
Company's ability to continue as a going concern."


BOMBARDIER CAPITAL: Fitch Junks 12 Classes & Gives B Ratings to 5
-----------------------------------------------------------------
Fitch Ratings reviewed the Bombardier Capital Mortgage
Securitization Company manufactured housing -- MH -- transactions.  
Ten classes representing $261 million were downgraded and 20
classes representing $712 million were affirmed.

The receivables of these pools consist of fixed rate manufactured
housing contracts secured by new and used manufactured homes.

The affirmations reflect credit enhancement consistent with future
loss expectations.  The downgrade rating actions are a result of
the poor performance of the underlying MH collateral (i.e., 11%
three month rolling average default rate (approximately 90 basis
points above industry average) and a three month rolling average
loss severity of 77%).  Fitch does not believe that certain
classes of certificates have sufficient remaining credit
enhancement to maintain their prior ratings.  In each transaction,
OC and LOCs have been completely exhausted and subordinate classes
of certificates are directly being written down as a result of
continuing losses.  For example, the M-2 classes for 1999-B and
2000-A have been written down to $0 in May 2004 and August 2004,
respectively.

Following up with the recent Hurricane Charley tragedy in Florida,
Fitch contacted the servicer Bombardier Capital, Inc., to
determine the hurricane's impact on the 2,500 Bombardier MH
properties in the State of Florida.  According to Bombardier
Capital, no manufactured housing within its portfolio is reported
to have sustained material damage thus far.  Fitch will continue
to closely monitor this situation.

Based on the review, these rating actions have been taken:

   Series 1998-A (40% Pool Factor; i.e., percentage of remaining
                  principal balance of the original balance as of
                  the cut-off date):

      -- Classes A-3 - A-5 are affirmed at 'AAA';
      -- Class M is downgraded to 'A' from 'AA';
      -- Class B-1 is downgraded to 'C' from 'CCC';
      -- Class B-2 remains at 'C'.

   Series 1998-B (46% Pool Factor):

      -- Class A is downgraded to 'A' from 'AA-';
      -- Class M-1 is downgraded to 'B' from 'BB-';
      -- Class M-2 is downgraded to 'C' from 'CCC';
      -- Class B-1 remains at 'C'.

   Series 1998-C (48% Pool Factor):

      -- Class A is affirmed at 'AA';
      -- Class M-1 is affirmed at 'BBB-';
      -- Class M-2 is downgraded to 'B' from 'BB-';
      -- Class B-1 is downgraded to 'C' from 'CCC';
      -- Class B-2 remains at 'C'.

   Series 1999-B (56% Pool Factor):

      -- Classes A-1A & A-1B - A-6 are affirmed at 'B-';
      -- Class M-1 is downgraded to 'C' from 'CCC';
      -- Class M-2 remains at 'C'.

   Series 2000-A (55% Pool Factor):

      -- Classes A-1 - A-5 are affirmed at 'B-';
      -- Class M-1 is downgraded to 'C' from 'CCC';
      -- Class M-2 remains at 'C'.

   Series 2001-A (59% Pool Factor):

      -- Class A is affirmed at 'AA-';
      -- Class M-1 is affirmed at 'BBB';
      -- Class M-2 is affirmed at 'B-';
      -- Class B-1 is downgraded to 'C' from 'CCC';
      -- Class B-2 remains at 'C'.


BRILLIANT DIGITAL: Annual Stockholders Meeting is on Sept. 14
-------------------------------------------------------------
The Annual Meeting of stockholders of Brilliant Digital
Entertainment, Inc., will be held at 10:00 a.m., Pacific Time, on
Tuesday, September 14, 2004, at Brilliant's headquarters located
at 6355 Topanga Canyon Boulevard, Suite 520, in Woodland Hills,
California.

Items of Business to be considered and voted upon are:

   (1) To elect 2 Class II members of the Board of Directors for
       three-year terms.

   (2) To amend the Company's 1996 Stock Option Plan to
       increase the number of authorized shares from 20,000,000
       to 35,000,000.

   (3) To amend the Company's Amended and Restated Certificate
       of Incorporation to increase the number of authorized
       shares of common stock from 250,000,000 to 350,000,000.

   (4) To transact such other business as may properly come
       before the Meeting and any adjournment or postponement.

Shareholders may vote if, at the close of business on July 21,
2004, they were stockholders of record.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2004,
Brilliant Digital Entertainment's consolidated financial
statements for the fiscal year ended December 31, 2003, have been
prepared assuming that Brilliant Digital Entertainment will
continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business.  

The carrying amounts of assets and liabilities presented in the  
financial statements do not purport to represent realizable or  
settlement values. However, the Company has suffered recurring  
operating losses and at December 31, 2003, had, as stated,  
negative working capital of approximately $5,763,000, and a  
stockholders' deficit of approximately $4,594,000.   These   
factors raise substantial doubt about the Company's ability to  
continue as a going concern.  Management anticipates that current  
cash reserves, plus expected generation of cash from existing  
operations in 2004, may not be sufficient to fund anticipated  
expenditures.  Consequently, the Company may require additional  
equity or debt financing during 2004, the amount and timing of  
which will depend in large part on the Company's spending program.  
The report of the Company's Independent Certified Public  
Accountants for the December 31, 2003 financial statements  
include an explanatory paragraph expressing substantial doubt  
about Brilliant Digital Entertainment, Inc.'s ability to continue  
as a going concern.


CHALK MEDIA: Names Mah as CFO & Harrison as Sales & Mktg. Director
------------------------------------------------------------------
Chalk Media Corp. named Calvin Mah, C.A., as its new Chief
Financial Officer and the appointment of Carrie Harrison as
Director of Sales & Marketing.  Kim Campbell, Chalk Media's
current Chief Financial Officer, and Tracey Greason, Chalk Media's
current Vice President of Sales & Marketing, have resigned to
pursue other business interests.  Both Mr. Campbell and Ms.
Greason have agreed to make themselves available during the
transition.  Chalk Media sincerely thanks Mr. Campbell and Ms.
Greason for their valued contributions to the Company.

Prior to joining Chalk Media, Mr. Mah was the Chief Financial
Officer of NetNation Communications, Inc. Mr. Mah was appointed
Chief Financial Officer of NetNation in February 2001.  From 1996
to 2000, Mr. Mah was Chief Financial Officer of Simba Technologies
Inc., a privately held, venture-backed software development
company.  Mr. Mah is professionally qualified as a Chartered
Accountant and graduated with a Bachelor of Commerce in Accounting
and Management Information Systems, with honours, from the
University of British Columbia in 1985.

Carrie Harrison was formerly Director of Marketing for Chalk
Media.  Ms. Harrison comes from a business development, strategic
marketing and client management background.  Previously Vice
President of an email marketing firm, FORGE Marketing, Ms.
Harrison was responsible for building and maintaining all areas of
operations, sales and marketing.  Ms. Harrison increased FORGE
Marketing's revenues by 100% in her last year through the
coordination of numerous results oriented campaigns for high-
profile clients such as AOL, TELUS, Shaw, Intrawest, and others.  
Ms. Harrison is also an active public speaker and published writer
on e-marketing Canada and is a member of the Board of Directors of
the BCDMA (British Columbia Direct Marketing Association).

Chalk Media produces network television & in-flight entertainment
programming and online training & marketing solutions.  The
company's award-winning television shows, ranging from Dave Chalk
Computer Show to Dave Chalk Connected, have served to build 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.

As of June 30, 2004, Chalk Media reported a CDN$540,498
stockholders' deficit.


COEUR D'ALENE: Wheaton Board Asks Shareholders to Reject Offer
--------------------------------------------------------------
Wheaton River Minerals Ltd.'s (AMEX:WHT) (TSX:WRM) Board of
Directors unanimously recommends that Wheaton shareholders reject
the offer to purchase all of the outstanding Wheaton shares made
by Coeur d'Alene Mines Corporation and its affiliates on August
23, 2004 and that shareholders not tender their Wheaton shares to
the Coeur offer.

The Board decision followed receipt of a recommendation by the
Special Committee of the Board. The Board and the Special
Committee also relied upon, among other things, the opinion of
Orion Securities Inc. that states, subject to the assumptions and
limitations contained therein, that the consideration that Coeur
is offering is inadequate from a financial point of view to
Wheaton shareholders. The Board's recommendation, the Special
Committee's assessment of the Coeur offer and its reasons for the
recommendation that shareholders reject the Coeur offer will be
set out in a Directors' Circular to be mailed to Wheaton
shareholders.

The principal reasons for the conclusion and recommendation of the
Special Committee and the Board are as follows:

   -- There are no financial or strategic benefits to Wheaton or
      the Wheaton shareholders under the Coeur offer and a
      business combination with Coeur is not in the best interests
      of the Wheaton shareholders.

   -- The Coeur offer is financially inadequate and highly
      dilutive.

   -- Coeur has a lengthy history of significant net losses and
      has experienced negative cash flow from operating activities
      over the past five and one-half years.

   -- Coeur has not had sufficient earnings to cover its fixed
      charges (i.e. interest and preferred stock dividends) in
      each of the last five years.

   -- Coeur's development properties are subject to significant
      risks and its existing mines are nearing the end of their
      mine life.

   -- The pro-forma debt-to-equity ratio of the combined
      Coeur/Wheaton company proposed by Coeur will present an
      increased financial risk and a riskier capital structure
      than Wheaton and peer group companies.

   -- Coeur has financed its operations through the use of
      convertible debt resulting in significant potential
      dilution.

   -- The Coeur offer requires Coeur shareholder approval and is
      highly conditional.

   -- The technical reports Coeur has filed prior to the date
      hereof relating to the San Bartolome project fail to provide
      important information.

   -- The value of the Coeur offer is not Cdn$5.47 per share. The
      value of the Coeur offer (based on the Coeur share closing
      price on September 1, 2004) for Wheaton shareholders who
      elect the "all share" option is Cdn$3.84 per Wheaton share,
      Cdn$4.13 per Wheaton share if all Wheaton shareholders elect
      the "cash and share" option, and Cdn$4.06 per Wheaton share
      if the "in-the-money" options and warrants are taken into
      account. The cash portion of the Coeur offer is less than
      Cdn$5.47 per share and could be significantly less than
      Cdn$1.00 per share.

   -- The Board and the Special Committee have serious
      reservations about the ability of the management of Coeur
      and do not recommend that Wheaton shareholders become
      shareholders of the combined Coeur/Wheaton company that
      would be controlled by the management of Coeur.

Shareholders are advised to read the full explanation of the
reasons for the Board's recommendation in the Directors' Circular.

If a Wheaton shareholder has already tendered any Wheaton shares
under the offer, such shareholder is advised to withdraw them
immediately. Wheaton shareholders who have deposited Wheaton
shares under the Coeur offer and who wish to obtain advice or
assistance in withdrawing their Wheaton shares are urged to
contact Kingsdale Shareholder Services Inc., toll free at 1-866-
749-5464.

                      About Coeur d'Alene

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                         *     *     *

As reported in the Troubled Company Reporter on June 3, 2004,
Standard & Poor's Ratings Services placed its B- corporate credit
and senior unsecured debt ratings on Coeur D'Alene Mines Corp. on
CreditWatch with positive implications following the company's
announcement that it intends to acquire precious metals mining
company Wheaton River Minerals Ltd. in a stock and cash
transaction valued at approximately $1.8 billion.

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


COEUR D'ALENE: Estimates $105M Expenditures on San Bartolome Proj.
---------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE) reported that, based
on work completed to date by the independent engineer at San
Bartolome, the Company estimates capital expenditures at San
Bartolome to be approximately US $105 million and anticipates
operating costs of approximately US $3.55 per ounce of silver.
Coeur has filed an updated technical report in Canada that
includes these estimates.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold. The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                      About Coeur d'Alene

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                         *     *     *

As reported in the Troubled Company Reporter on June 3, 2004,
Standard & Poor's Ratings Services placed its B- corporate credit
and senior unsecured debt ratings on Coeur D'Alene Mines Corp. on
CreditWatch with positive implications following the company's
announcement that it intends to acquire precious metals mining
company Wheaton River Minerals Ltd. in a stock and cash
transaction valued at approximately $1.8 billion.

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


COUNTRYWIDE HOME: Moody's Places Low-B Ratings on Four Classes
--------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued in the Mortgage Pass-Through Trust Series
2004-HYB5 securitization of prime-quality jumbo adjustable-rate
mortgage loans.  Moody's also assigned a rating of Aa1 to the
Class 3-A-2, Class 4-A-2 and Class 6-A-2 senior certificates of
the same transaction.  In addition, ratings ranging from Aa2 to B2
were assigned to subordinate certificates in the transaction.

Moody's analyst, Tamara Zaliznyak, says the credit quality of the
loans underlying the transaction is average for adjustable-rate
jumbo mortgage loans.  Moody's ratings are based on the credit
support provided through subordination, the integrity of the cash
flows and of the legal structure, as well as Countrywide's ability
as master servicer.

The underlying collateral consists of 30-year hybrid and negative
amortization mortgage loans.  The mortgage loans are divided into
two groups (eight subgroups).  Loans in subgroup 1, 2, 3, 4, 5, 6
and 8 are hybrid loans with fixed mortgage rates for a certain
period of time after which they adjust annually.  The mortgage
loans in the group 7 are negative amortization loan.  Loans
originated under this program have fixed mortgage rates for three
months after which the mortgage rates adjust monthly based on a
specific index, but the monthly payments will be adjusted
annually.  As a result, the amount of interest accruing on the
principal balance of the mortgage loans may exceed the amount of
the scheduled monthly payment and a portion of the accrued
interest may become deferred interest that will be added to the
respective principal balance, creating negative amortization on
the mortgage loan.

These loans are riskier than fixed-rate fully amortizing loans
since the principal balance can potentially grow throughout the
life of the loan.  The risk however, is somewhat limited by the
fact that the unpaid principal balance is allowed to grow only up
to a certain percentage of the original principal balance after
which the monthly payments are recast to fully amortize the loans
over the remaining term to maturity without regard to the monthly
payment cap.  Moreover, the loans are recast every five years even
if the unpaid balance is within the allowable limit.

Countrywide Home Loans Servicing LP will be the master servicer of
the mortgage loans. Countrywide is considered to be a highly
capable servicer of prime quality mortgage loans.  Countrywide
Home Loans Servicing LP was established by Countrywide in February
2000 to service loans originated by CHL.  Moody's has assigned
Countrywide Home Loans Inc. servicer rating of SQ1.  Moody's
highest servicer rating for servicing Prime/Alt-A loans.
Countrywide is located in Calabasas, California.

Issuer: Mortgage Pass-Through Trust 2004-HYB5

Depositor: CWMBS, Inc.

Seller: Countrywide Home Loans.

   * Class 1-A-1 $80,389,900, rated Aaa;
   * Class 2-A-1 $250,117,000, rated Aaa;
   * Class 3-A-1 $78,318,000, rated Aaa;
   * Class 3-A-2 $551,000, rated Aa1;
   * Class 4-A-1 $115,448,000, rated Aaa;
   * Class 4-A-2 $812,000, rated Aa1;
   * Class 5-A-1 $30,095,000, rated Aaa;
   * Class 6-A-1 $350,337,000, rated Aaa;
   * Class 6-A-2 $2,465,000, rated Aa1;
   * Class 7-A-1 $103,067,500, rated Aaa;
   * Class 8-A-1 $58,027,000, rated Aaa;
   * Class 8-X Interest Only, rated Aaa;
   * Class A-R $100, rated Aaa;
   * Class I-B-1 $5,337,000, rated Aa2;
   * Class I-B-2 $3,443,000, rated A2;
   * Class I-B-3 $1,549,000, rated Baa2;
   * Class I-B-4 $1,377,000, rated Ba2;
   * Class I-B-5 $689,000, rated B2;
   * Class II-B-1 $15,301,000, rated Aa2;
   * Class II-B-2 $10,593,000, rated A2;
   * Class II-B-3 $6,277,000, rated Baa2;
   * Class II-B-4 $3,139,000, rated Ba2; and
   * Class II-B-5 $3,531,000, rated B2.


COVANTA: SEC Grants Exemption From Section 314(d) Requirements
--------------------------------------------------------------
Pursuant to Section 304(d) of the Trust Indenture Act of 1939,
Covanta Energy Corporation asked the Securities and Exchange
Commission for an exemption from the certificate or opinion
delivery requirements of Section 314(d) of the 1939 Act, related
to certain provisions of an indenture between Covanta, certain
guarantors and U.S. Bank National Association, as trustee.

Specifically, Covanta seeks an exemption to the extent that the
indenture allows specified dispositions of, and the related
release of the indenture's lien with respect to, certain
collateral that are made in Covanta's and the guarantors' ordinary
course of business.

Upon consideration of Covanta's application and the indenture, the
Commission finds that a conditional exemption from the Section
314(d) requirements is:

      (i) necessary or appropriate:

     (ii) in the public interest and

    (iii) consistent with the protection of investors and the
          purposes fairly intended by the 1939 Act.

The Commission notes that:

   * The Indenture permits Covanta and the guarantors to dispose
     of collateral in the ordinary course of their business and
     have the collateral released from the indenture's lien;

   * Covanta and the guarantors will deliver to the Trustee,
     annual consolidated financial statements audited by
     certified independent accountants; and

   * Covanta and the guarantors will deliver to the Trustee a
     semi-annual certificate stating that:

     -- all dispositions of collateral during the relevant six-
        month period occurred in Covanta's and the guarantors'
        ordinary course of business; and

     -- all of the proceeds were used as permitted by the
        Indenture.

Accordingly, the Commission conditionally exempts the provisions
of the Indenture governing specified dispositions of collateral
and collateral releases from the Indenture's lien that are made in
ordinary course, from the certificate of opinion delivery
provisions of Section 314(d).

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


CRMNET.COM: Appoints Gary Williams as President & Secretary
-----------------------------------------------------------
CRMNet.com, Inc., (TSX Venture:CRM.H) reported that as part of its
ongoing reorganization it has appointed Gary Williams as President
and Secretary of the company, succeeding John C. Gingerich.  Mr.
Gingerich will continue to serve on the board of directors.

Mr. Williams has been involved in the mining industry since 1977,
conducting both mineral exploration programs, and environmental
site investigations for resource industries throughout his career.  
Project experience includes exploration for base metals, precious
metals and uranium, along with environmental investigations of a
number of tailings and waste rock storage areas. He is currently
involved in a number of gold exploration programs, as well as
directing the business development efforts of a company involved
in the airborne detection of hydrocarbons using an advanced laser
technology.  Mr. Williams has a M.Sc. and is a Professional
Geologist.

The board of directors of the company is now composed of five
individuals:

   * John C. Gingerich,
   * David A. Ross,
   * Mirella Howell,
   * Clara Mancini, and
   * George Dinadis.

These appointments are subject to the approval of the TSX Venture
Exchange.

CRMnet.com Inc. is currently inactive.  The new management intends
to pursue potential acquisition(s) for the company in an effort to
reactivate its business.  Shareholders will be advised if and when
any progress or decisions are reached.

CRMnet.com, Inc., was a provider of customer relationship
management software and services, it is presently inactive.

At June 30, 2004, CRMnet posted a $530,259 stockholders' deficit
compared to a $474,656 deficit at December 31, 2004.

Furthermore, Moore Stephens Cooper Molyneux, LLP, CRMnet's Auditor
indicated in the company's year-end report:

"As a result of operating losses over the past several years and
the working capital deficiency as at December 31, 2003, the
Company's continuance as a going concern is dependent upon its
ability to obtain adequate financing and its ability to reach
profitable levels of operations.  It is not possible to predict
whether financing effects will be successful or if the Company
will attain profitable levels of operation."


CRYSTAL COVE: Moody's Puts Ba2 Rating on $20.3M Preference Shares
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to the following
tranches of notes all due 2039 being issued by Crystal Cove CDO,
Ltd. as follows:

   (1) Aaa to the U.S.$ 350,000,000 Class A-1 First Priority
       Senior Secured Floating Rate Notes;

   (2) Aaa to the U.S.$ 70,000,000 Class A-2 Second Priority
       Senior Secured Floating Rate Notes;

   (3) Aa2 to the U.S.$ 39,700,000 Class B Third Priority Senior
       Secured Floating Rate Notes;

   (4) Baa2 to the U.S.$ 19,500,000 Class C-1 Mezzanine Secured
       Deferrable Floating Rate Notes; and

   (5) Baa2 to the U.S.$ 1,500,000 Class C-2 Mezzanine Secured
       Deferrable Fixed Rate Notes.

Moody's also assigned ratings of:

   (a) Ba2 to the U.S.$20,300,000 Preference Shares;

   (b) Baa3 to the U.S.$ 4,000,000 Class C-1 Combination
       Securities; and

   (c) Aaa to the U.S.$ 4,000,000 Class P Combination Securities;
       all due 2039.

Moody's notes that the ratings of these notes address the ultimate
cash receipt of all required interest and principal payments
required by the governing documents and are based on the expected
losses posed to holders of the notes relative to the promise of
receiving the present value of such payments.  Moody's has rated
the Notes considering:

     (i) the risk of a diminishment of cash flows from the
         underlying portfolio due to defaults;

    (ii) the characteristics of the initial portfolio; and

   (iii) the safety of the Notes' legal structure.

The Moody's Rating on the Preference Shares addresses the ultimate
receipt of the Preference Share Rated Balance (initially
$20.3 million) and does not address any additional promises in
respect of any other cash flows that may now or hereafter be made
to such holders.  Moody's rating of the Class C-1 Combination
Securities only addresses the ultimate receipt of the principal
amount and does not address any additional promises in respect of
any other cash flows that may now or hereafter be made to such
holders.  Moody's rating of the Class P Combination Securities is
based upon the support of an underlying note issued by the Federal
National Mortgage Association due September 3, 2030.  The rating
addresses only the likelihood that the holders of the Class P
Combination Securities will receive ultimate payment of principal
due at maturity of the underlying note and does not address any
possible shortfall before maturity of the underlying note.

This transaction, underwritten by Merrill Lynch & Co. is a
resecuritization of mostly Asset-Backed Securities -- ABS,
Corporate Debt Securities and Synthetic Securities.


CSFB MORTGAGE: S&P Pares Class G-ALH Rating from BBB- to BB+         
------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on class C of
Credit Suisse First Boston Mortgage Securities Corp.'s commercial
mortgage pass-through certificates series 2002-TFL1.  At the same
time, Standard & Poor's lowered its ratings on three classes and
affirmed its ratings on 18 other classes from the same
transaction.

The raised and affirmed ratings reflect the increased credit
support for the senior pooled classes due to the approximately 29%
pay down of the loan pool balance since issuance and the
expectation that the Alliance BP Multifamily Portfolio loan
($110.00 million) will pay off before to the next pay period.  
Additionally, the Aon Office Building loan ($52.00 million) has
paid off since the last trustee report date.  The lowered rating
is due to the decline in the reported financial operating
performance of the Alliance LHP Portfolio and the Williamsburg &
The Commons Portfolio.

As of August 2004, the loan pool balance was $563 million (eight
floating-rate loans secured by 43 properties).  One loan (South
Park Mall) is on Wachovia Bank N.A.'s (master and special
servicer) watchlist due to recent loan maturity but has since been
extended, and one loan (Williamsburg & The Commons Portfolio) is
being specially serviced due to a decline in the properties' net
cash flow -- NCF, triggering a cash trap.

The transaction is structured with senior pooled classes from
classes A-2 to E and subordinate classes directly secured by three
specific loans -- rake classes.  The transaction is structured
with senior pooled classes from classes A-2 to E and subordinate
classes directly secured by three specific loans -- rake classes.

The following describes the remaining loans.

The largest loan balance is the 717 Fifth Avenue building (whole
loan $220.00 million: $145.00 million in trust with 36.2% of the
loan pool balance and $75.00 million mezzanine debt), which is a
class A, 379,569-sq.-ft. office building (with 55,700 sq. ft. of
retail space) located between 55th and 56th Streets in Midtown
Manhattan.  The property's reported year-end 2003 NCF declined
approximately 5% since issuance.  The property's submarket remains
strong, and it has a superior location; thus, the property's value
has not declined.  The original maturity is November 2004 with two
optional 12-month maturity extensions that could be exercised.  
However, according to the servicer, this loan may prepay later
this month.

The Alliance LHMD Multifamily Portfolio (whole balance is
$246.86 million with $135.69 million in trust, totaling 9.9% of
the loan pool) consists of 21 garden-style properties located in:

   * Tennessee (one property),
   * Texas (two),
   * South Carolina (two),
   * North Carolina (nine),
   * Georgia (two), and
   * Virginia (two),

with a total of 4,850 units that were built between 1968 and 1986.

Although the average occupancy for the properties was 91% in
May 2004, the reported year-end 2003 NCF was down 30% as a result
of the low-mortgage interest rate impact on demand for multifamily
rental properties, which, in turn, resulted in rent concessions in
an effort to retain current tenants and to attract new tenants.

Williamsburg & The Commons Portfolio (whole balance is $65.00
million with $42.25 million in trust totaling 9.9% of the loan
pool) consists of two multifamily properties in Woodlawn and
Cincinnati, Ohio, with a total of 1,264 units built between 1966
and 1990.  The properties' combined July 2004 occupancy was 81%,
compared with 83% at issuance.  The combined reported NCF for the
trailing 12 months ending March 31, 2004 was down 26.8%, compared
with year-end 2002 (A note debt service coverage -- DSC -- of
1.58x and A/B note DSC of 0.84x).  In May 2004, the master
servicer replaced the property manager at both properties.  This
loan has been specially serviced since June 2004 when the decline
in the properties' NCF triggered the pre-defined cash trap.  An
August 2004 appraisal valued the properties at $60.3 million.  
Also in August 2004, the special servicer declared an event of
default for various issues.  According to the terms of the
participation agreement, in an event of default, the special
servicer may withhold interest to the B note to pay property
expenses.

Cottonstar Portfolio (whole balance is $88.76 million with
$47.82 million in trust, totaling 9.9% of the loan pool) is
secured by two office properties (one 286,404-sq.-ft. property
built in 1983; the other is a 307,130-sq.-ft. property built in
1981) located in Dallas, Texas.  Two Houston, Texas office
buildings were released, as planned, from the portfolio in
December 2003 at issuance, and the principal loan balance was paid
down accordingly.  The remaining two Dallas properties reported a
May 2004 combined occupancy of 88% with a 9% decline in NCF
compared with 90% occupancy at issuance.  This loan matures in
September 2004; the borrower has three optional 12-month loan
extensions.  The servicer and borrower are currently working on
the loan extension.

South Park Mall (whole balance is $46.1 million with $38.70
million in trust, totaling 9.9% of the loan pool) is a 791,043-sq.
ft. shopping mall in San Antonio, Texas, anchored by JC Penney,
Sears, and Foley's.  The reported year-end 2003 NCF was down
approximately 10% from the NCF at issuance, due largely to an
increase in property real estate taxes.  As of June 2004, the
mall's occupancy remained strong at 98%, an increase from 95% at
issuance.  The master servicer recently approved a loan maturity
extension until July 2005.

Finally, Portland Multifamily Portfolio (whole balance is
$52.85 million with $37.55 million in trust, totaling 9.9% of the
loan pool) consists of two apartment complexes built in 1989 with
a total of 710 units in Beaverton and Lake Oswego, Oregon (suburbs
of Portland).  The properties reported a year-end 2003 11% decline
in NCF compared with the NCF at issuance, with a slight decline in
combined March 2004 occupancy to 93% from 95% at issuance.
   
                         Rating Raised
   
      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial mortgage pass-thru certs series 2002 TFL1
   
                        Rating           Credit
            Class   To          From     Support (%)
            -----   --          ----     -----------
            C       AA+         AA            11.88
   
                        Ratings Lowered
   
      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial mortgage pass-thru certs series 2002 TFL1
   
                        Rating          Credit
            Class   To          From    Support (%)
            -----   --          ----     -----------
            E       BBB         A-            0.00
            F-ALH   BBB-        BBB            N/A
            G-ALH   BB+         BBB-           N/A
   
                        Ratings Affirmed
   
      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial mortgage pass-thru certs series 2002 TFL1
      
                                   Credit
                 Class   Rating    Support (%)
                 -----   ------    -----------
                 A-1     AAA            25.27
                 A-2     AAA            25.27
                 B       AAA            25.27
                 D       A               3.06
                 F-717   A-               N/A
                 F-ABP   BBB              N/A
                 F-AON   A-               N/A
                 G-ABP   BBB-             N/A
                 G-AON   BBB              N/A
                 G-717   BBB              N/A
                 H-717   BBB-             N/A
                 H-AON   BBB-             N/A
                 F-SP    BBB              N/A
                 G-SP    BBB-             N/A
                 A-X     AAA              N/A
                 A-YCDC  AAA              N/A
                 A-YCF-1 AAA              N/A
                 A-YCF-2 AAA              N/A

                 N/A - Not applicable.


DB COMPANIES: Gets Final Nod to Use Lenders' Cash Collateral
------------------------------------------------------------
The Honorable Peter J. Walsh gave his stamp of approval to DB
Companies, Inc., and its debtor-affiliates' request for authority
to use their Lenders cash collateral to continue financing their
business operations, maintain the value of their assets and avoid
irreparable harm to their estates.

DB Companies owes Fleet National Bank, N.A., La Salle Bank
National Association, GMAC Commercial Mortgage Corporation and
Valero Marketing and Supply Co. approximately $45 million.

The Debtor will limit use of the Lenders' cash collateral to the
amounts shown in a Weekly Budget from June 2, 2004 to October 2,
2004, projecting:

               6-05   6-12    6-19    6-26    7-03   7-10   7-17  
               ====   ====    ====    ====    ====   ====   ====
Total      
Cash Flow     1423   3346    3100    3101    3102   3400   3100

Operating
Disbursements 1051   3044    3054    3104    3555   3161   3111


                      7-24   7-31    8-07    8-14    8-21   8-28   
                      ====   ====    ====    ====    ====   ====   
Total
Cash Flow            3102   3491    2716    3314    2716   2716

Operating
Disbursements        3148   1945    3222    3067    3516   2000


                             9-04   9-11    9-18    9-25    10-2
                             ====   ====    ====    ====    ====   
Total
Cash Flow                   1586   2484    2985    2572    2572

Operating
Disbursements                3171   2761    2763    2651    3706


As adequate protection for any diminution in the value of the
interests of each Creditor, postpetition replacement liens of the
same extent, order and priority are granted upon all of the
Debtors' assets.  As an added protection, liens which are not
fully secured will be given, on a pro rata basis, superpriority
administrative claim status in accordance with Section 507(b) of
the Bankruptcy Code.

To give Fleet National Bank added protection, the Court orders the
Debtors to maintain, at all times, a minimum cash balance of
$150,000 and the Bank is allowed to dishonor withdrawals against
the Deposit Accounts in order to maintain the minimum balance.

Headquartered in Pawtucket, Rhode Island, DB Companies, Inc.
-- http://www.dbmarts.com/-- operates and franchises a regional  
Chain of DB Mart convenience stores in Connecticut, Massachusetts,
Rhode Island, and the Hudson Valley region of New York.  The
Company filed for chapter 11 protection on June 2, 2004 (Bankr.
Del. Case No. 04-11618).  William E. Chipman Jr., Esq., at
Greenberg Traurig, LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they estimated assets of over $50 million and
debts of approximately $65 million.


DELAWARE TALON GROUP: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Delaware Talon Group, Inc.
        1111 Mineral Springs
        Arlington, Texas 76001

Bankruptcy Case No.: 04-48557

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      CLG Steel, Inc.                            04-48560

Chapter 11 Petition Date: September 3, 2004

Court: Northern District of Texas (Ft. Worth)

Debtor's Counsel: Michael P. Massad, Jr., Esq.
                  Hunton & Williams
                  Energy Plaza, 30th Floor
                  1601 Bryan Street
                  Dallas, Texas 75201
                  Tel: (214)979-3013

                            Estimated Assets    Estimated Debts  
                            ----------------    ---------------
Delaware Talon Group, Inc. $50,000 to $100,000  $50 M to $100 M
CLG Steel, Inc.            $1 M to $10 M        $1 M to $10 M


A. Delaware Talon Group, Inc.'s 6 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Carl Gasket                   Loan                      $350,000
c/o John Escher
Waterfall, Economides, et al.
5210 East Williams Circle
Suite 800
Tucson, Arizona 85711

Kevin Burns & Lisa C. Burns   Loan                      $160,000

Atra Corporation              Loan                      $150,000

Joel Mark Byko and            Loan                      $140,000
Phyllis Ellen Byko

Barnsco                       Loan                        $5,000

Carl Skibell, Esq.            Legal                       $3,000


B.  CLG Steel, Inc.'s 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Border Steel, Inc.            Trade                     $566,956
PO Box 120534
Dallas, Texas 75312

Internal Revenue Service      Taxes                      $73,715

Nudura Corporation            Trade                      $71,199

North Star Steel Company      Trade                      $65,853

Suncoast Post Tension         Trade                      $42,401

Davis Wire Corporation        Trade                      $24,538

Health Net of AZ              Trade                      $18,394

Pima County Treasurer         Taxes                      $16,546

Paragon Building Products     Trade                      $14,423

MetLife                       Trade                      $11,611

CSC                           Trade                      $10,544

Jefferson Pilot Financial     Trade                      $10,076

Itax Group                    Trade                       $9,902

KC Metals South               Trade                       $9,798

Unitex                        Trade                       $9,764

Atlas Construction Supply     Trade                       $9,761

River Steel Ltd. Company      Trade                       $9,056

Barsplice                     Trade                       $8,153

Rocky Mountain Steel Mills    Trade                       $7,421

Euler American Credit         Trade                       $7,167
Indemnity


DELTA AIR: Dept. of Labor Appoints Jim Swartz to Serve on NACOSH
----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) said Jim Swartz, director - Corporate
Safety has been appointed by the United States Department of Labor
to serve on the National Advisory Committee on Occupational Safety
and Health (NACOSH). Swartz will advise the secretaries of Labor
and Health and Human Services on occupational safety and health
programs and policies.

"I'm honored to have the opportunity to advise the government's
decision makers on matters of occupational safety," said Swartz.
"I welcome the opportunity to share the success Delta has had in
creating, implementing and improving programs that result in
better work environments for our employees."

Earlier this year, Delta's TechOps division earned Star status,
the Occupational Safety and Health Administration's (OSHA) top
honor for industry-leading safety practices, policies and
training. Delta is the only major commercial airline to qualify
for and receive Star status. Delta has earned the FAA's Diamond
award for six consecutive years, the FAA's most prestigious
safety honor.

Mr. Swartz is currently on the Boards of Project Safe Georgia, the
National Safety Council and Georgetown University McDonough School
of Business. He is an active member and past president of the
National Safety Council's Air Transport Section's Executive
Committee, and was awarded the National Safety Council's
Distinguished Service to Safety Award in 1993, the highest
recognition bestowed on an individual by this group. He received
the Flight Safety Foundation's Air BP Ramp Safety Award in 1999.

NACOSH, comprised of occupational safety professionals, was
established under the Occupational Safety and Health Act of 1970
to advise the secretaries of Labor and Health and Human Services
on occupational safety and health programs and policies. Members
of the 12-person advisory committee serve two-year terms and are
chosen on the basis of their knowledge and experience in
occupational safety and health.

Delta Air Lines is proud to celebrate its 75th anniversary in
2004. Delta is the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offering daily flights to 493 destinations in 87
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners. Delta's marketing alliances
allow customers to earn and redeem frequent flier miles on more
than 14,000 flights offered by SkyTeam, Northwest Airlines,
Continental Airlines and other partners. Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services. For more information, please visit http://www.delta.com/

                         *     *     *

As reported in the Troubled Company Reporter on August 23, 2004,
Standard & Poor's Ratings Services lowered Delta Air Lines, Inc.'s
corporate credit rating and the ratings on Delta's equipment trust
certificates and pass-through certificates to 'CCC'.  Any out-of-
court restructuring of bond payments or a coercive exchange would
be considered a default and cause the company's corporate credit
rating to be lowered to 'D' -- default -- or 'SD' -- selective
default, S&P noted.  Ratings on Delta's enhanced equipment trust
certificates, which are considered more difficult to restructure
outside of bankruptcy, were not lowered.

A Committee of Senior Secured Aircraft Creditors of Delta Air
Lines, Inc., holding $1.4 billion of senior secured debt and
represented by the law firm of Bingham McCutchen LLP, has asked
Delta for more information.  Delta hasn't been forthcoming, the
Committee indicated earlier this week.


DELTA AIR: Reports 9% Increase System Traffic Increase in August
----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for the month
of August 2004. System traffic for August 2004 increased 9.0
percent from August 2003 on a capacity increase of 10.7 percent.
Delta's system load factor was 78.9 percent in August 2004, down
1.2 points from the same period last year.

Domestic traffic in August 2004 increased 7.4 percent year over
year while capacity increased 9.2 percent. Domestic load factor in
August 2004 was 78.0 percent, down 1.2 points from the same period
one year ago. International traffic in August 2004 increased 14.1
percent year over year on a 16.1 percent increase in capacity.
International load factor was 81.8 percent, down 1.4 points from
August 2003.

During August 2004, Delta operated its schedule at a 98.7 percent
completion rate, compared to 99.1 percent in August 2003. Delta
boarded 9,799,113 passengers during the month of August 2004, an
increase of 3.7 percent from August 2003.

Delta Air Lines is proud to celebrate its 75th anniversary in
2004. Delta is the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offering daily flights to 493 destinations in 87
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners. Delta's marketing alliances
allow customers to earn and redeem frequent flier miles on more
than 14,000 flights offered by SkyTeam, Northwest Airlines,
Continental Airlines and other partners. Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services. For more information, please visit http://www.delta.com/

                           Delta Air Lines
                           August Traffic

                                2004            2003    Change
RPMs (000):
Domestic                    7,757,880       7,220,937      7.4 %
  Delta Mainline            6,770,766       6,394,483      5.9 %
  ASA                         418,538         336,372     24.4 %
  Comair                      568,576         490,082     16.0 %
International               2,447,757       2,144,415     14.1 %
  Latin America               481,563         417,481     15.3 %
    Delta Mainline            466,127         405,212     15.0 %
    ASA                         8,155           6,924     17.8 %
    Comair                      7,281           5,345     36.2 %
  Atlantic                  1,865,666       1,634,433     14.1 %
  Pacific                     100,528          92,501      8.7 %
Total System               10,205,637       9,365,352      9.0 %

ASMs (000):
Domestic                    9,949,034       9,114,788      9.2 %
  Delta Mainline            8,546,668       7,921,774      7.9 %
  ASA                         598,417         495,277     20.8 %
  Comair                      803,949         697,737     15.2 %
International               2,993,847       2,577,811     16.1 %
  Latin America               606,532         514,507     17.9 %
    Delta Mainline            585,576         496,923     17.8 %
    ASA                        11,456          10,655      7.5 %
    Comair                      9,500           6,929     37.1 %
  Atlantic                  2,274,053       1,960,428     16.0 %
  Pacific                     113,262         102,876     10.1 %
Total System               12,942,881      11,692,599     10.7 %

Load Factor
Domestic                        78.0 %          79.2 %   (1.2) pts
  Delta Mainline                79.2 %          80.7 %   (1.5) pts
  ASA                           69.9 %          67.9 %    2.0  pts
  Comair                        70.7 %          70.2 %    0.5  pts
International                   81.8 %          83.2 %   (1.4) pts
  Latin America                 79.4 %          81.1 %   (1.7) pts
    Delta Mainline              79.6 %          81.5 %   (1.9) pts
    ASA                         71.2 %          65.0 %    6.2  pts
    Comair                      76.6 %          77.1 %   (0.5) pts
  Atlantic                      82.0 %          83.4 %   (1.4) pts
  Pacific                       88.8 %          89.9 %   (1.1) pts
Total System                    78.9 %          80.1 %   (1.2) pts

Passengers Boarded          9,799,113       9,451,018      3.7 %


                           Delta Air Lines
                        Calendar Year-to-Date
August Traffic

                           August 2004    August 2003      Change
RPMs (000):
Domestic                   57,126,841     51,918,321       10.0 %
   Delta Mainline           49,881,723     46,092,336        8.2 %
   ASA                       3,011,958      2,564,509       17.4 %
   Comair                    4,233,160      3,261,476       29.8 %
International              16,673,559     13,856,930       20.3 %
   Latin America             3,263,255      2,937,747       11.1 %
    Delta Mainline           3,164,923      2,863,878       10.5 %
    ASA                         65,818         49,742       32.3 %
    Comair                      32,514         24,127       34.8 %
   Atlantic                 12,643,944     10,300,986       22.7 %
   Pacific                     766,360        618,197       24.0 %
Total System               73,800,400     65,775,251       12.2 %

ASMs (000):
Domestic                   76,549,308     70,237,094        9.0 %
   Delta Mainline           65,963,532     61,484,478        7.3 %
   ASA                       4,381,572      3,799,853       15.3 %
   Comair                    6,204,204      4,952,763       25.3 %
International              20,889,896     18,129,315       15.2 %
   Latin America             4,396,701      4,184,134        5.1 %
    Delta Mainline           4,251,767      4,067,157        4.5 %
    ASA                        100,916         84,422       19.5 %
    Comair                      44,018         32,555       35.2 %
   Atlantic                 15,599,167     13,134,211       18.8 %
   Pacific                     894,028        810,970       10.2 %
Total System               97,439,204     88,366,409       10.3 %

Load Factor
Domestic                        74.6 %         73.9 %      0.7 pts
  Delta Mainline                75.6 %         75.0 %      0.6 pts
    ASA                         68.7 %         67.5 %      1.2 pts
    Comair                      68.2 %         65.9 %      2.3 pts
International                   79.8 %         76.4 %      3.4 pts
    Latin America               74.2 %         70.2 %      4.0 pts
     Delta Mainline             74.4 %         70.4 %      4.0 pts
       ASA                      65.2 %         58.9 %      6.3 pts
       Comair                   73.9 %         74.1 %     (0.2)pts
      Atlantic                  81.1 %         78.4 %      2.7 pts
      Pacific                   85.7 %         76.2 %      9.5 pts
Total System                   75.7 %         74.4 %      1.3 pts

Passengers Boarded          74,145,252     70,022,013        5.9 %

Delta Air Lines is proud to celebrate its 75th anniversary in
2004. Delta is the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offering daily flights to 493 destinations in 87
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners. Delta's marketing alliances
allow customers to earn and redeem frequent flier miles on more
than 14,000 flights offered by SkyTeam, Northwest Airlines,
Continental Airlines and other partners. Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services. For more information, please visit http://www.delta.com/

                         *     *     *

As reported in the Troubled Company Reporter on August 23, 2004,
Standard & Poor's Ratings Services lowered Delta Air Lines, Inc.'s
corporate credit rating and the ratings on Delta's equipment trust
certificates and pass-through certificates to 'CCC'.  Any out-of-
court restructuring of bond payments or a coercive exchange would
be considered a default and cause the company's corporate credit
rating to be lowered to 'D' -- default -- or 'SD' -- selective
default, S&P noted.  Ratings on Delta's enhanced equipment trust
certificates, which are considered more difficult to restructure
outside of bankruptcy, were not lowered.

A Committee of Senior Secured Aircraft Creditors of Delta Air
Lines, Inc., holding $1.4 billion of senior secured debt and
represented by the law firm of Bingham McCutchen LLP, has asked
Delta for more information.  Delta hasn't been forthcoming, the
Committee indicated earlier this week.


DEUTSCHE FINANCIAL: Fitch Junks Three Classes & Pares One to B-
---------------------------------------------------------------
Fitch Ratings reviewed the Deutsche Financial Capital manufactured
housing transactions.  Nine classes representing approximately
$101 million were downgraded and four classes representing
approximately $33 million were affirmed:

   Series 1997-I (35% Pool Factor):
      -- i.e., remaining mortgage principal balance as a
         percentage of the original balance as of the cut-off
         date):

         * Classes A-3 through A-6 affirmed at 'AAA';
         * Class M downgraded to 'BBB' from 'A-';
         * Class B-1 downgraded to 'C' from 'CC';
         * Class B-2 remains at 'C'.

   Series 1998-I (30% Pool Factor):

         * Classes A-2 - 7 downgraded to 'A' from 'AA-';
         * Class M downgraded to 'B-' from 'BB-';
         * Class B-1 remains at 'C'.

Deutsche Financial was a joint venture of Deutsche Financial
Services Corporation and Oakwood Acceptance Corporation.  
Collateral included in the transactions consists of fixed rate
manufactured housing contracts secured by new and used
manufactured homes which are serviced by Oakwood Acceptance, a
wholly owned subsidiary of Oakwood Homes Corporation.  Founded in
1946, Oakwood Homes was one of the largest manufacturers and
retailers of manufactured homes.  Oakwood Homes Corporation filed
for Chapter 11 bankruptcy protection on Nov. 15, 2002, and in late
2003, announced that substantially all of its assets would be
acquired by Clayton Homes, Inc., a subsidiary of Berkshire
Hathaway.

Credit enhancement - in the form of overcollateralization - was
fully depleted in both transactions more than two years ago.  As a
result, subordinate classes of certificates have been directly
absorbing losses generated within the collateral pool and in
certain cases have been fully written down.  Fitch remains
concerned about the continuing impact of such losses on the
downgraded classes, although monthly losses:

    (i) appear to be decreasing in the case of 1997-I (three month
        rolling average is $337,234 compared to six month rolling
        average of $432,375); and

   (ii) remaining relatively stable for 1998-I.


DIAMOND TRIUMPH: Weak Performance Spurs S&P to Watch B Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and senior unsecured debt ratings for Diamond Triumph Auto Glass,
Inc., on CreditWatch with negative implications.  Kingston,
Penssylvania-based Diamond, one of the largest providers of
automotive glass replacement and repair in North America, had
balance sheet debt totaling $80 million at June 30, 2004.

"The CreditWatch listing reflects continuing weak operating
performance resulting from a combination of pricing pressures and
weak market demand," said Standard & Poor's credit analyst Nancy
C. Messer.

Because trailing 12 months' EBITDA is trending downward, it
appears unlikely the company will achieve Standard & Poor's
expectation of 2x EBITDA interest coverage in fiscal 2004.


DIGITAL LIGHTWAVE: Transfers Securities Trading to Nasdaq SmallCap
------------------------------------------------------------------
Digital Lightwave, Inc.'s (Nasdaq:DIGL) board of directors
approved the transfer of the listing of the Company's securities
to the Nasdaq SmallCap Market from the Nasdaq National Market. The
Company filed the transfer application with The Nasdaq Stock
Market on September 3, 2004.

The board approved the change in securities market listing in
anticipation of a delisting notification from the Nasdaq National
Market. The Company was notified August 4, 2004, of the
possibility of delisting from the Nasdaq National Market due to
the market value of its securities falling below the minimum $50
million requirement for continued inclusion in the Nasdaq National
Market. As of that date, the market value of the Company's listed
securities was approximately $42.3 million.

Jim Green, President and CEO of the Company, stated that, "We
believe the decision to transfer the listing of the Company's
securities to the Nasdaq SmallCap Market is in the best interests
of our stockholders. The liquidity provided by the Nasdaq SmallCap
Market is similar to that of the Nasdaq National Market.
Additionally, the lower administration costs associated with the
Nasdaq SmallCap Market are more appropriate given the current size
and scope of the Company."

Review and approval of the transfer application by the Nasdaq
Stock Market will be conducted during the month of September. It
is anticipated there will not be any disruption in the trading of
the Company's securities during the transfer process.

                 About Digital Lightwave, Inc.

Based in Clearwater, Florida, Digital Lightwave, Inc. provides the
global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks. The
Company's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks. Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions. The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks. The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At June 30, 2004, Digital Lightwave, Inc.'s balance sheet showed a
$20,478,000 stockholders' deficit, compared to a $21,140,000
deficit at December 31, 2003.


DRESSER INC: Files Registration Statement for Proposed IPO
----------------------------------------------------------
Dresser, Inc. has filed a registration statement with the
Securities and Exchange Commission for a proposed initial public
offering of its common stock. The number of shares to be offered
and the price range for the offering have not yet been determined.
A portion of the shares will be issued by the Company and a
portion will be sold by certain existing shareholders of Dresser.
Proceeds from the shares issued by the Company will be used to pay
down debt.

Morgan Stanley and Credit Suisse First Boston will act as joint
book-running managers for the proposed offering, with Banc of
America LLC, UBS Investment Bank, Lehman Brothers, Raymond James,
and Simmons & Company International as co-managers.

A preliminary prospectus, when it becomes available, may be
obtained from:

          Morgan Stanley & Co. Incorporated
          Prospectus Department
          1585 Broadway
          New York, NY 10036
          Telephone 212-761-6775

               - or -

          Credit Suisse First Boston LLC
          Prospectus Department
          One Madison Avenue
          New York, NY 10010
          Telephone 212-325-2580

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective. This press release shall not constitute an
offer to sell or a solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

Headquartered in Dallas, Dresser, Inc., is a worldwide leader in  
the design, manufacture and marketing of highly engineered  
equipment and services sold primarily to customers in the flow  
control, measurement systems, and compression and power systems  
segments of the energy industry.  Dresser has a widely distributed  
global presence, with over 8,500 employees and a sales presence in  
over 100 countries worldwide.  The Company's website can be  
accessed at http://www.dresser.com/

At June 30, 2004, Dresser, Inc.'s balance sheet showed a  
$318.3 million stockholders' deficit, compared to a $312.6 deficit  
at December 31, 2003.


ENRON CORP: Sues to Recover $7.2 Million of Preferential Transfers
------------------------------------------------------------------
On or within 90 days before the Petition Date, Enron and its
debtor-affiliates made, or caused to be made, transfers to 43
creditors:  
  
     Creditor                                          Amount
     --------                                          ------
     Air Power of New England                         $58,087
     Alan Ziperstein                                   21,478
     Alfa Laval, Inc.                               1,624,864
     All Crane of Georgia, Inc.                        59,291
     Allan Electric Company, Inc.                      53,010
     Allen Concrete of Blytheville, Inc.               72,833
     Clean Energy Solutions, LLC                      403,098
     Cogenix                                           36,469
     Collins-Oliver, Inc.                              24,321
     Colonial Electric Supply Company                  98,249
     Columbia Lakes                                    22,080
     Columbia Electric Supply                          72,828
     Columbus Machine                                  81,791
     Florida Maintenance & Construction               140,587
     Flow-Lin Corporation                              56,869
     Flowserve Pumps                                  229,403
     FNB Factors                                       76,060
     Fnw Pasco                                         71,089
     Foster Wheeler Limited                           835,105
     Furino & Sons, Inc.                               67,272  
     Labov Mechanical, Inc.                           858,399
     Lampson  International, Ltd.                     104,864
     Lane-Valente Industries, Inc.                     23,270
     Las Ventanas Al Paraiso                           45,289
     Liberty Supply, Inc.                              74,564
     Lighting Dynamics, Inc.                           25,443
     Lighting Technology Services, Inc.                46,962
     Loan Clearing Agency Services                     87,384
     Onyx Industrial                                  144,000
     Outlaw Brothers                                  117,980
     Owens Construction Services                       36,360
     Oxy Vinyls, LP                                   230,724
     Paco Pumps                                        80,007
     Pan Ocean, Inc.                                   20,000
     Par Realty Company                               107,495
     Southeast Pipe Fabricators, Inc.                  26,573
     Southern Associates Company                       60,589
     Southwest Carbon & Alloy                          80,768
     Southwest Fastener                                41,824
     Southwest Performance Group, Inc.                 90,892
     Spalj Construction Company                       489,212
     Sridharon Raghavachari                           312,720
     Stanley Consultants, Inc.                         24,500
                                                 ------------
         TOTAL                                     $7,234,603
                                                 ============

Neil Berger, Esq., at Togut, Segal & Segal, LLP, in New York,   
relates that:   
   
   (a) the Transfers constitute transfers of interest of the   
       Debtors' property;   
   
   (b) the Debtors made, or caused to be made, the Transfers   
       to, or for the benefit of, the Creditors;   
   
   (c) the Debtors made, or caused to be made, the Transfers   
       for, or on account of, antecedent debts owed to the   
       Creditors prior to the dates on which the Transfers were   
       made;   
  
   (d) the Debtors were insolvent when the Transfers were made;   
       and   
  
   (e) the Transfers enabled the Creditors to receive more than   
       they would have received if:   
  
       -- Enron's cases were administered under Chapter 7 of the   
          Bankruptcy Code;   
  
       -- the Transfers had not been made; and   
   
       -- the Creditors had received payment of the debt to the   
          extent provided by the Bankruptcy Code.   
   
Thus, Mr. Berger contends that the Transfers constitute avoidable   
preferential transfers pursuant to Section 547(b) of the  
Bankruptcy Code.  In accordance with Section 550(a), the Debtors  
may recover from the Creditors the amount of the Transfers, plus  
interest.   
  
In the alternative, Mr. Berger asserts that the Transfers are   
avoidable fraudulent transfers under Section 548(a)(1)(B)   
because:   
  
   (a) the Transfers constitute transfers of interest in the   
       Debtors' property;   
  
   (b) the Transfers were to or for the benefit of the   
       Creditors;   
  
   (c) the Debtors received less than reasonable equivalent   
       value in exchange for some or all of the Transfers;   
  
   (d) the Debtors were insolvent, or became insolvent, or had   
       unreasonably small capital in relation to their   
       businesses or their transactions at the time or as a   
       result of the Transfers; and  
  
   (e) the Transfers were made within one year before the  
       Petition Date.
  
Accordingly, the Debtors ask the Court to:

   (i) avoid and set aside the Transfers pursuant to Section  
       547(b);  
  
  (ii) in the alternative, avoid and set aside the Transfers  
       pursuant to Section 548(a)(1)(B);  
  
(iii) direct the Creditors to immediately disgorge the Transfers
       pursuant to Section 550(a), together with interest from
       the date of the Transfers; and  
  
  (iv) award them attorney's fees, costs and other expenses  
       incurred.  
  
Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  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 on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-
16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 123;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


GAP INC: Moody's Raises Retailer's Debt & Issuer Ratings to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt and
issuer ratings of Gap, Inc., on the elimination of the effective
and structural subordination of the company's public debt to its
bank agreement.  The company's senior implied and speculative
grade liquidity ratings are affirmed, based on Gap's strong free
cash flow and credit metrics as a result of a more disciplined
approach to its operations, as well as the fact that assets are
now generally unencumbered.

Ratings upgraded:

   Gap, Inc.:

      * Senior unsecured notes, global notes and convertible
        global bonds to Ba1 from Ba2; and

      * Issuer rating to Ba1 from Ba2.

   Gap International B.V.:

      * Eurobonds guaranteed by Gap Inc. to Ba1 from Ba2.

   Gap (Japan) K.K:

      * Senior notes guaranteed by Gap Inc. to Ba1 from Ba2.

Ratings affirmed:

   Gap Inc.:

      * Senior implied rating at Ba1; and

      * Speculative grade liquidity rating of SGL-1.

Gap recently announced the execution of a new $750 million 5 year
bank revolving credit agreement.  Unlike the $750 million
revolving credit that it replaced, the new facility is unsecured
and is not guaranteed by subsidiaries.  Thus, the company's senior
notes, which do not have security or upstream guarantees, are no
longer structurally and effectively subordinated to Gap's banks.
All company debt now ranks pari passu, and is appropriately rated
at the same level.

The Ba1 senior implied rating considers Gap Inc.'s dominant brand
names, strong liquidity, solid asset base, and debt protection
measures that provide a cushion at this rating level.  The rating
levels also reflects management's prudent financial policies and
more disciplined approach towards managing the business risk
inherent in apparel retailing and its future growth opportunities.
However, the ratings are currently constrained by:

   * the relative newness of the management team,

   * the intense competition and volatility of apparel retailing,
     and

   * the potential pressure on the new management team to quickly
     return value to shareholders.

The positive outlook reflects the expectation that the company
will sustain its improvements in operating performance by staying
focused on its customers, core brands, and its more disciplined
approach to product assortment and inventory management.  It also
assumes that management will continue to pursue a conservative
financial strategy including debt protection measures and
liquidity.  It is Moody's expectation that there will be a further
reduction in leverage over the next twelve months.  Moody's also
anticipates that Gap will continue to generate strong operating
cash flow despite the negative same store sales of the past three
months.

An upgrade will require the management team to demonstrate
discipline and financial conservatism over the next 12 to
18 months as the company's strategy shifts from turning its three
brands around to a greater emphasis on growth and enhancing
shareholder returns.  While demonstration of a disciplined
approach to planning and executing its growth strategy will be a
key factor, an upgrade would also likely require the company to
consistently maintain free cash flow available for debt service
above $1 billion, adjusted debt/EBITDAR below 3.0x, and
unrestricted cash on balance sheet above $2 billion.

Given the positive outlook, a downgrade is currently unlikely;
however, the ratings could move downward if the company's
operating performance deteriorates or if it aggressively increases
leverage to spend on capital expenditures, acquisitions, or share
repurchases.

Gap, Inc.'s speculative grade liquidity rating of SGL-1 reflects
very good liquidity.  The company's primary sources of liquidity
are net positive cash flow from operations and its high available
cash balances (nearly $3 billion at July 31, 2004), excluding
restricted cash of $1.4 billion that secures the company's
committed bank line for letters of credit.  Gap's unrestricted
cash exceeded its debt of about $2.3 billion at that date.  
Moody's expects Gap Inc. to meet all of its anticipated capital
expenditures, upcoming debt maturities over the next 12 months and
the announced prepayment of another $122 million in the current
third quarter through internal sources of cash.  The company's new
$750 million revolving credit facility is undrawn.  Given that the
new credit agreement is not secured by inventory and the pledge of
the stock of domestic facilities, unlike the facility that it
replaced, Gap's assets are now predominantly unencumbered; the
only pledged assets are the restricted portion of the company's
cash balances.

Headquartered in San Francisco, Gap, Inc., operates 2,999 stores
internationally under the Gap, Old Navy, and Banana Republic
brands.  Gap, Inc. had annual revenues of approximately
$15.9 billion in the year ended February 1, 2004.


HAYES LEMMERZ: AP Wheels Discloses Ownership of 3.5 Million Shares
------------------------------------------------------------------
AP Wheels, LLC, discloses in a report filed with the Securities
and Exchange Commission its beneficial ownership of 3,461,193
shares of Hayes Lemmerz International, Inc. Common Stock,
including:

    -- 3,346,983 shares held of record by AP Wheels;

    -- 30,492 shares issuable on exercise of the Series A
       Warrants; and

    -- 83,718 shares issuable in exchange for the 17,823 shares
       of Series A Preferred Stock.

AP Wheels' holdings represent 9.1% of the outstanding Hayes
Lemmerz Common Stock.

According to AP Wheels' Vice President Patricia M. Navis, the
shares are held by seven Apollo funds:

    -- Apollo Investment Fund V, L.P.;
    -- Apollo Overseas Partners V, L.P.;
    -- Apollo Netherlands Partners V (A), L.P.;
    -- Apollo Netherlands Partners V (B), L.P.;
    -- Apollo German Partners V GmbH & Co. KG;
    -- Apollo Management V, L.P.; and
    -- Apollo Advisors V, L.P.

Ms. Navis further relates that AP Wheels and Hayes Lemmerz entered
into a Registration Rights Agreement on July 1, 2004.  Pursuant to
the Agreement, AP Wheels was granted:

    -- two demand registration rights to register the shares it
       beneficially owned for resale under the Securities Act of
       1933, as amended; and

    -- the right to include certain shares on registration
       statements, other than on SEC Forms S-4 or S-8, otherwise
       filed by Hayes Lemmerz.

Under the Agreement, AP Wheels agreed:

    -- not to effect a public sale or distribution of Hayes
       Lemmerz' securities during certain periods before and
       after Hayes Lemmerz files a registration statement with
       respect to an underwritten offering of its securities,
       provided that the director nominated by AP Wheels is still
       serving on Hayes Lemmerz's Board of Directors;

    -- to enter into customary lock-up agreements with the
       underwriters participating in an underwritten offering of
       the Hayes Lemmerz securities at the underwriter's request,
       provided that AP Wheels holds 5% or more of the
       outstanding Common Stock and that the director nominated
       by AP Wheels is still serving on the Hayes Lemmerz Board;
       and

    -- to use its best efforts to cause the director nominated by
       AP Wheels to resign from the Board once AP Wheels
       beneficially owns less than 1,000,000 shares of Common
       Stock.

The Agreement terminates once AP Wheels beneficially owns less
than 1,000,000 shares of Common Stock. (Hayes Lemmerz Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


HOLLINGER INC: Canadian Court Orders Appointment of an Inspector
----------------------------------------------------------------
The Honourable Mr. Justice Colin L. Campbell of the Ontario
Superior Court of Justice has ordered that an inspector be
appointed pursuant to s. 229(1) of the Canada Business
Corporations Act to conduct an investigation of Hollinger, Inc.,
(TSX: HLG.C; HLG.PR.B), as requested by Catalyst Fund General
Partner I Inc., a shareholder of Hollinger.  The reasons for the
decision are expected to be released by Justice Campbell before
September 15, 2004 and will deal with the bases for the remedy
sought as well as the method by which the parties may address the
extent, scope, timing, cost and reporting of the investigation
prior to the commencement of the investigation.

The Litigation Committee of the board of directors of Hollinger,
comprised solely of Hollinger's three independent directors, will
consider its options as a result of this order following the
issuance of Mr. Justice Campbell's reasons for decision.

The review of certain related party transactions involving
Hollinger and certain of its affiliates by Gottschalk Forensic
Accounting & Valuations, Inc., is currently underway under the
supervision of Hollinger's Independent Committee/Litigation
Committee.

Hollinger's principal asset is its approximately 68.0% voting and
18.2% equity interest in Hollinger International. Hollinger
International is an international newspaper publisher with
English-language newspapers in the United States and Israel.  Its
assets include the Chicago Sun-Times and a large number of
community newspapers in the Chicago area, The Jerusalem Post and
The International Jerusalem Post in Israel, a portfolio of new
media investments and a variety of other assets.

                         *     *     *

As reported in the Troubled Company Reporter on August 31, 2004,
as a result of the delay in the filing of Hollinger's 2003 Form
20-F (which would include its 2003 audited annual financial
statements) with the United States Securities and Exchange
Commission by June 30, 2004, Hollinger is not in compliance with
its obligation to deliver to relevant parties its filings under
the indenture governing its senior secured notes due 2011.  US$78
million principal amount of Notes are outstanding under the
Indenture.  On August 19, 2004, Hollinger received a Notice of
Event of Default from the trustee under the Indenture notifying
Hollinger that an event of default has occurred under the
Indenture.  As a result, pursuant to the terms of the Indenture,
the trustee under the Indenture or the holders of at least 25
percent of the outstanding principal amount of the Notes will have
the right to accelerate the maturity of the Notes.

Approximately US$5 million in interest on the Notes was due on
September 1, 2004.  Hollinger has deposited the full amount of
such interest payment with the trustee under the Indenture and
noteholders will receive their interest payment in a timely
manner.

As of the close of business on August 27, 2004, Hollinger had
approximately US$8.7 million of cash or cash equivalents on hand
and owned, directly or indirectly, 792,560 shares of Class A
Common Stock and 14,990,000 shares of Class B Common Stock of
Hollinger International.  Based on the August 27, 2004 closing
price of the shares of Class A Common Stock of Hollinger
International on the New York Stock Exchange of US$17.14, the
market value of Hollinger's direct and indirect holdings in
Hollinger International was US$270,513,078.40.  All of Hollinger's
direct and indirect interest in the shares of Class A Common Stock
of Hollinger International are being held in escrow with a
licensed trust company in support of future retractions of its
Series II Preference Shares and all of Hollinger's direct and
indirect interest in the shares of Class B Common Stock of
Hollinger International are pledged as security in connection with
the Notes.  In addition, Hollinger has previously deposited with
the trustee under the Indenture approximately US$10.5 million in
cash as collateral in support of the Notes.

Consequently, there is currently in excess of US$267.4 million
aggregate collateral securing the US$78 million principal amount
of the Notes outstanding.

Hollinger also received notice from staff of the Midwest Regional
Office of the U.S. Securities and Exchange Commission that they
intend to recommend to the Commission that it authorize civil
injunctive proceedings against Hollinger for certain alleged
violations of the U.S. Securities Exchange Act of 1934 and the
Rules thereunder.  The notice includes an offer to Hollinger to
make a "Wells Submission", which Hollinger will be making, setting
forth the reasons why it believes the injunctive action should not
be brought.  A similar notice has been sent to some of Hollinger's
directors and officers.


INFRASOURCE SERVICES: Completes EnStructure Acuisition
------------------------------------------------------
InfraSource Services, Inc. (NYSE:IFS), one of the largest
specialty contractors servicing utility transmission and
distribution infrastructure in the United States, completed its
acquisition of substantially all of the assets and certain
liabilities of EnStructure.

EnStructure, headquartered in Michigan, provides a wide range of
construction services including pipeline integrity services,
installation of underground transmission and distribution
pipelines, construction of compressor and meter stations, paving
and restoration, and fiber optic installation for customers within
the utilities and oil & gas markets. EnStructure, which had annual
revenues in 2003 of approximately $75 million and has
approximately 750 employees, operates throughout the Midwestern,
Southern and Southeastern regions of the United States through
three operating companies: SubSurface Construction, Iowa Pipeline
Associates, and Flint Construction.

David Helwig, InfraSource President & CEO, said, "This acquisition
is consistent with our value-building strategy, and complements
our existing businesses and skill sets. EnStructure has expanded
our portfolio of service offerings, and consolidated our customer
base in the Midwest, as well as provided additional geographic
reach in the South and Southeast. We are pleased to announce that
Steve Hicks, President of EnStructure, has joined our leadership
team."

                 About InfraSource Services, Inc.

InfraSource Services, Inc. (NYSE:IFS) is one of the largest
specialty contractors servicing utility transmission and
distribution infrastructure in the United States. InfraSource
designs, builds, and maintains transmission and distribution
networks for utilities, power producers, and industrial customers.
Further information can be found at http://www.infrasourceinc.com/

                         *     *     *

As reported in the Troubled Company Reporter's May 11, 2004,
edition, Standard & Poor's Ratings Services assigned its 'BB-'
corporate credit rating to Aston, Pennsylvania-based InfraSource
Services Inc. At the same time, Standard & Poor's assigned its
'BB-' senior secured bank loan rating and recovery rating of '5,'
indicating negligible (less than 25%) recovery of principal in the
event of a default, to the company's $157.2 million senior secured
credit facility.

The specialty contractor provides infrastructure services to the
power, telecommunications, and general industrial markets. Its
total debt (including present value of operating leases)
outstanding as of Dec. 31, 2003, was about $169 million. The
outlook is stable.

"Niche market positions, growing geographic presence, and a highly
variable cost structure temper downside risk," said Standard &
Poor's credit analyst Heather Henyon. "Modest liquidity, weak end-
markets, and customer concentration strain upside rating
potential."


INTEGRATED ELECTRICAL: Moody's May Cut Low-B Ratings After Review
-----------------------------------------------------------------
Moody's Investors Service has placed the ratings of Integrated
Electrical Services, Inc., on review for possible downgrade
following the announcement that it had received notice from the
trustee on its senior subordinated notes that a default had
occurred because the company had failed to file its fiscal 2004
third quarter 10-Q in a timely fashion.  This default notice will
require the company to obtain waivers from 51% of the holders of
its senior sub debt within the next 30 days in order to cure (at
least temporarily) the default.  Since a notice of default under
the senior sub notes triggers a cross default under the bank
credit agreement, the company will be required as well to seek a
new waiver from its bank group to replace the one granted on
August 16, 2004.

On August 2, 2004, Integrated Electrical announced that it was
rescheduling its fiscal 2004 third quarter earnings release and
conference call due to its ongoing evaluation of certain large and
complex projects at one subsidiary that experienced project
management changes in the latter part of the third quarter.  On
August 13, 2004, Integrated Electrical announced that it would be
delaying the filing of its fiscal 2004 third quarter 10-Q.  On
August 16, 2004, the company disclosed that it had identified
potential problems at one of its subsidiaries and an additional
issue on one contract at another subsidiary.  This review resulted
in adjustments to operating income of $5.7 million.  Integrated
Electrical's auditors, Ernst & Young, advised the company that as
a result of these issues, there were material weaknesses in
complying with Sarbanes-Oxley and that the filing of the 10-Q
would occur simultaneously with the release of the fiscal 2004
year-end audit, which is expected to occur on December 15, 2004.

Moody's review will focus on Integrated Electrical's progress in
obtaining the requisite waivers in a timely fashion and on its
efforts to address weaknesses in its internal controls, including
integrating many disparate subsidiary companies into a smoothly
functioning national corporation and the methods employed in
properly estimating revenues, costs and percentage of completion
on contracts.  In addition, the review will address Integrated
Electrical's continuing relationships with its bank group and
surety provider, litigation risks, and the company's ongoing
liquidity.  Unrestricted cash on hand, currently estimated at
$29 million, should be sufficient carry the company through to
receipt of the waivers, assuming that trade credit is not
curtailed or suspended.

These ratings are affected by the review:

   * Ba3 senior implied rating;

   * B1 senior unsecured issuer rating; and

   * B2 rating on $173 million (remaining balance) of 9.375%
     senior subordinated notes due 2009 (in two series).

Formed in 1997 and headquartered in Houston, Texas, Integrated
Electrical Services, Inc. is a national provider of electrical and
communications solutions to the commercial and industrial,
residential, and service markets.


JOSTENS INTERMEDIATE: S&P Puts Single-B Ratings on Notes & Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Minneapolis, Minnesota-based Jostens Intermediate
Holding Corp.

In addition, Standard & Poor's assigned its 'B+' senior secured
bank loan rating and '3' recovery rating to Jostens IH Corp.'s
proposed $1.27 billion senior secured bank facilities, indicating
that lenders can expect meaningful (50%-80%) recovery of principal
in the event of a default.

Standard & Poor's also assigned its 'B-' rating to Jostens IH
Corp's proposed $500 million senior subordinated notes due 2012,
to be issued under Rule 144A with registration rights. Standard &
Poor's expects Jostens Holding Corp.'s (the parent of Jostens IH
Corp.) 10.25% senior discount notes to remain outstanding.
Standard & Poor's affirmed its 'B+' corporate credit rating on
Jostens Holding Corp. and its 'B-' rating on Jostens Holding
Corp.'s 10.25% senior discount notes due 2013, reflecting the
issue's structural subordination to debt at Jostens IH Corp.

The outlook is stable.  For analytical purposes, Standard & Poor's
views Jostens Holding Corp. and Jostens IH Corp. (jointly,
Jostens) as one economic entity.  Standard & Poor's expects
Jostens to have about $1.7 billion of total lease adjusted debt
outstanding at closing.

The proposed notes offering and credit facilities fund Kohlberg
Kravis Roberts' and DLJ Merchant Banking Partners' recently
announced plan to combine Jostens, Inc., Von Hoffman Corp. and AKI
Holding Corp., as well as its operating subsidiary AKI, Inc.  
These companies will become subsidiaries of Jostens IH Corp. under
the proposed combination.  All outstanding ratings on Jostens,
Inc. (the operating subsidiary of Jostens IH Corp.), Von Hoffman,
AKI Holding, and AKI, Inc., were placed on CreditWatch with
negative implications on July 21, 2004, following the announcement
of the combination.  Standard & Poor's expects that all
outstanding debt at these entities will be redeemed or repaid upon
the closing of the proposed transaction, and all related ratings
will be withdrawn.

Jostens, combined with Von Hoffman and AKI, is a leading supplier
of yearbooks, class rings, educational printing and cosmetic
sampling products.  Von Hoffman adds case-bound and softcover
instructional materials and AKI adds cosmetic sampling products--
including fragrance, skin care, and makeup samplers -- to Jostens'
product portfolio.


KELLEY BROS: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kelley Bros., Inc.
        P.O. Box 1000
        Veneta, Oregon 97487

Bankruptcy Case No.: 04-67002

Chapter 11 Petition Date: September 3, 2004

Court: District of Oregon (Eugene)

Judge: Albert E. Radcliffe

Debtor's Counsel: John Putnam Pries, Esq.
                  862 Olive
                  Eugene, OR 97401
                  Tel: 541-343-0684

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
J & L Cutting, Inc.           Trade Debt-Timber         $199,221
                              Cutting

Tyree Oil, Inc.               Trade Debt-Fuel            $86,446

ODR Bankruptcy Unit                                      $72,898

Dan Muir Enterprises          Trade debt-Mechanic        $31,970
                              for repairs

Employment Department         Government-                $29,226
                              Unemployment taxes

Parkhurst Trucking, Co.       Trade Debt-Trucking        $19,712
                              Services

OR Consumer Business &                                   $13,136
Services

IRS Special Procedures        Government-Trust           $13,111
                              Fund Taxes

Boman Industries              Repair                     $11,798

Road Runner Tire              Trade Debt-tires            $8,889

Kirkpatrick, Henderson, &     Accountant                  $5,593
Risen

Tracer Truck Repair, Inc.     Trade Debt-repair           $5,224

Springfield Radio             Trade Debt-repair           $3,584

Roberts Motor Inc.            Trade Debt-repair           $2,966

Sherman Bros. Trucking        Trade Debt-trucking         $2,522

Case Credit Corp.             Trade Debt-parts            $1,902

Jewell Manufacturing          Trade Debt-parts            $1,124


LA QUINTA: Completes The Marcus Corp. Acquisition for $412 Million
------------------------------------------------------------------
La Quinta Corporation (NYSE: LQI) has completed the previously
announced acquisition of substantially all of the assets of The
Marcus Corporation's limited service lodging division for a total
purchase price of approximately $412 million (including
approximately $44 million held in escrow pending completion of
certain customary transfer requirements).  The purchase price of
the acquisition increased from the previously announced price of
approximately $395 million to reflect the purchase of three
additional Baymont hotels that were previously joint venture
partnerships excluded from the acquisition that will now be wholly
owned by La Quinta.

As part of the agreement, La Quinta has acquired 89 Baymont Inns &
Suites (including one management contract), seven Woodfield Suites
and one Budgetel. In addition, La Quinta has acquired all of the
trade rights associated with the Baymont, Woodfield Suites and
Budgetel brands, and the current Baymont franchise system of 88
hotels, which includes five joint venture partnerships excluded
from the acquisition that have become Baymont franchised hotels.  
The 185 hotels are located across 32 states, with approximately
half of the hotels in the Midwest region of the U.S.

"We are very pleased to have completed the Baymont acquisition,"
commented Francis W. ("Butch") Cash, president and chief executive
officer of La Quinta Corporation.  "Baymont is an excellent fit
with La Quinta and will become an important part of our growth
strategy.  With the Baymont acquisition, we gain geographic
diversity in key Midwest markets and a strong brand with high
quality assets.  We look forward to growing the La Quinta and
Baymont brands and increasing our scale and distribution."

La Quinta Corporation also announced that La Quinta Properties,
Inc. has closed a $200 million private placement of 7% senior
notes due 2012.  The net proceeds of the 7% senior notes, together
with cash on hand, were used to fund the Baymont acquisition and
related transaction costs.

"The successful completion of this debt financing once again
demonstrates the capital markets' faith in the Company," said
David L. Rea, executive vice president and chief financial officer
of La Quinta.  "By leveraging our marketing and operating
strengths, we believe that this acquisition will allow us to
continue to create and enhance shareholder value."

                   About La Quinta Corporation

La Quinta Corporation is one of the largest owner/operators of
limited-service hotels in the United States.  Based in Dallas,
Texas, La Quinta owns, operates or franchises more than 550 hotels
in 39 states under the La Quinta Inns(R), La Quinta Inn &
Suites(R), Baymont Inns & Suites(R), Woodfield Suites(R) and
Budgetel(R) brands.  For reservations or more information about
La Quinta, its brands or franchising program, please visit
http://www.LQ.com/

                          *     *     *

As reported in the Troubled Company Reporter on July 19, 2004,
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 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.


MASTEC INC: Ernst & Young Resigns as Independent Accounting Firm
----------------------------------------------------------------
MasTec, Inc.'s (NYSE: MTZ) audit committee has received and
accepted Ernst & Young LLP's resignation as MasTec's independent
public accounting firm.  

The resignation was not the result of any disagreement between the
Company and E&Y on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure.  Similarly, during the calendar years ended December
31, 2002 and 2003 in which E&Y served as auditor, MasTec had no
unresolved issues on any accounting or auditing matters with E&Y.

The change is effective as of August 30, 2004.  However, E&Y will
complete the audit opinion on our main operating subsidiary,
MasTec North America, Inc.  The new audit firm will begin with a
review of our first and second quarter 2004 10-Qs.  Upon
announcement of the new audit firm, a schedule for the releases
will be provided.

Austin J. Shanfelter, MasTec's President and CEO stated, "We are
in the final stages of negotiation with a recognized international
accounting firm. We are excited about this change and believe that
the new firm will provide improved and timely service to the
Company. We anticipate announcing the final selection of an
accounting firm within the next 15 business days and expect to
file the 10-Qs shortly thereafter."

MasTec -- http://www.mastec.com/-- is a leading communications,  
broadband, intelligent traffic and energy infrastructure service
provider.  The Company designs, builds, installs, maintains,
upgrades and monitors internal and external networks for leading
companies and government entities.

                          *     *     *

As reported in the Troubled Company Reporter on August 25,
Standard & Poor's Ratings Services withdrew its corporate credit,
senior secured, and subordinated debt ratings on MasTec, Inc.  The
ratings had been placed on CreditWatch negative on March 17, 2004.
At Dec. 31, 2003, MasTec had approximately $237 million of debt
outstanding.

"We believe that there currently is insufficient information
available to support a ratings opinion," said Standard & Poor's
credit analyst Heather Henyon.

MasTec has yet to file financial statements for the first or
second quarters of 2004 and has not announced any specific
timeline for that information to be made available.

As previously reported on May 13, 2004, Standard & Poor's Ratings
Services lowered its corporate credit rating on MasTec, Inc., to
'B' from 'BB-', its senior secured bank loan rating to 'B+' from
'BB', and its subordinated debt rating to 'CCC+' from 'B'.  At the
same time, all ratings remain on CreditWatch with negative
implications, where they were placed on March 17, 2004.

Total debt (including present value of operating leases) was
$226 million at Sept. 30, 2003, for the Miami, Fla.-based provider
of infrastructure services.

The downgrade follows MasTec's announcement of a net loss for the
2004 first quarter that is significantly greater than the year-
earlier loss as well as a delay in its Form 10Q filing for the
first quarter because of an unfinished audit for full-year 2003.
market conditions in the specialty contractor industry are weak,
resulting in declining margins and higher leverage.

"We continue to be concerned about the breakdown of certain
financial controls and policies, the length of time it is taking
to complete the 2003 audit, and the liquidity profile, including
obtaining a waiver or amendment to bank covenants," said
Standard & Poor's credit analyst Heather Henyon.


MERIT SECURITIES: Fitch Chips Class M-2 Rating to B & Junks B-1
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Merit Securities
Corp. manufactured housing contract, Series 13:

   -- Class A3 affirmed at 'AAA';
   -- Class A4 affirmed at 'AA-' ;
   -- Class M-1 downgraded to 'BBB-' from 'BBB+';
   -- Class M-2 downgraded to 'B' from 'BB+';
   -- Class B-1 downgraded to 'C' from 'B+'.

The downgrade rating actions reflect the poor performance of the
collateral pool and its potential impact on the subordinate
certificates.  Downgrades affect nearly $89 million of
certificates while the affirmations affect $141 million.

The manufactured housing -- MH -- industry is experiencing its
worst downturn ever.  Relaxed credit standards, overbuilding by
manufacturers, and the difficulties relating to servicing this
unique asset have all contributed to poor performance of MH
securities.  Fitch believes the industry will continue to struggle
for some time.  Servicers must still contend with saturated
repossession inventories, and Fitch does not expect recoveries on
sold repossessions to improve in the near future.  In addition,
given the depreciating nature of the assets, as pools have
seasoned, recoveries have generally declined.  For these reasons,
Fitch expects recovery rates to remain at low levels for some
time.

Credit enhancement in the form of overcollateralization -- OC --
was exhausted in November 2003 and there is no monthly excess
spread to help cover losses.  However, this transaction benefits
from an additional credit enhancement feature.  At closing, Merit
deposited $15.11 million of additional MH loans into a separate
collateral fund.  The cash flow generated by this separate pool of
loans is available to support the subject transaction.  There
currently remains approx. $6.7 million of MH loans outstanding in
this fund.  However monthly losses in the Merit 13 transaction far
exceed this supplemental cash flow and result in the continuing
write down of the most subordinate class (currently class B-3,
which along with class B-2, was privately placed).

This program's pool factor (the percentage of mortgage principal
outstanding to the initial mortgage pool at closing) is just over
58%.  The MH loans supporting Merit 13 were originated and
continue to be serviced by Origen Financial, previously under the
name Dynex Financial, Inc.  Origen's outstanding servicing
portfolio is $1.3 billion as of year-end 2003.


MERIT SECURITIES: Fitch Junks Class B-1 & Cuts Class M-2 to BB-
---------------------------------------------------------------
Fitch has taken these rating actions on Merit Securities Corp.
manufactured housing contract, series 12-1.

   -- Class A3 affirmed at 'AAA';
   -- Class M-1 is affirmed at 'A';
   -- Class M-2 downgraded to 'BB-' from 'BBB-';
   -- Class B-1 downgraded to 'CCC' from 'BB-'.

The downgrade rating actions reflect the poor performance of the
collateral pool and its potential impact on the subordinate
certificates.  Downgrades affect $41.7 million of certificates
while the affirmations affect $140.7 million.

The manufactured housing -- MH -- industry is experiencing its
worst downturn ever.  Relaxed credit standards, overbuilding by
manufacturers, and the difficulties relating to servicing this
unique asset have all contributed to poor performance of MH
securities.  Fitch believes the industry will continue to struggle
for some time.  Servicers must still contend with saturated
repossession inventories, and Fitch does not expect recoveries on
sold repossessions to improve in the near future.  In addition,
given the depreciating nature of the assets, as pools have
seasoned, recoveries have generally declined.  For these reasons,
Fitch expects recovery rates to remain at low levels for some
time.

Just over $10.1 million in credit enhancement in the form of
overcollateralization -- OC -- currently remains and there is very
little monthly excess spread to help cover losses.  However, this
transaction benefits from an additional credit enhancement
feature.  At closing, Merit deposited $11 million of additional MH
loans into a separate collateral fund.  The cash flow generated by
this separate pool of loans is available to support the subject
transaction.  There currently remains approximately $5.3 million
of MH loans outstanding in this fund.  However monthly losses in
the Merit 12-1 transaction exceed this supplemental cash flow and
result in the continuing write down of over-collateralization.

This program's pool factor (the percentage of mortgage principal
outstanding to the initial mortgage pool at closing) is nearly
58%.  The MH loans supporting Merit 12-1 were originated and
continue to be serviced by Origen Financial, previously under the
name Dynex Financial, Inc.  Origen's outstanding servicing
portfolio is $1.3 billion as of year-end 2003.


MINORPLANET SYSTEMS: Plan Confirmed & New Shares Distributed
------------------------------------------------------------
The Honorable Harlin D. Hale of the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, confirmed the Third
Amended Joint Plan of Reorganization for Minorplanet Systems USA,
Inc., and its debtor-affiliates, on June 28, 2004.  

On July 2, 2004, the Plan took effect.  Minorplanet is now known
as Remote Dynamics, Inc.  The company's rehabilitated balance
sheet shows $25 million in assets and $14 million in liabilities.  

As of July 14, 2004, New Common Stock in the reorganized Debtor
had been issued to holders of General Unsecured Creditors and
interests in Minorplanet as provided for in the Plan.

Merced Partners Limited Partnership, Global Capital Management,
Inc., Michael J. Frey and John D. Brandenborg disclose in an
regulatory filing that they beneficially own 625,558 shares of the
common stock of Remote Dynamics Inc., representing 8.51% of the
outstanding common stock of the Company.  The entities share
voting and dispositive powers over the stock.

Headquartered in Dallas, Texas, Minorplanet Systems
-- http://www.remotedynamics.com-- develops and implements mobile  
communications solutions for service vehicle fleets, long-haul
truck fleets and other mobile-asset fleets, including integrated
voice, data and position location services.  The Company and its
debtor-affiliates filed for chapter 11 protection on February 2,
2004 (Bankr. N.D. TX. Case No. 04-31200).  Omar J. Alaniz, Esq.
and Patrick J. Neligan, Jr., Esq. at Neligan Tarpley Andrews and
Foley LLP  represent the Debtors in their restructuring efforts.  
When the Debtor filed for protection it listed both estimated
assets and debts of $10 million.


MOTHERS WORK: Operating Concerns Prompt S&P's B+ Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Mothers
Work, Inc. to negative from stable.  Ratings on the Philadelphia,
Pennsylvania-based specialty maternity apparel retailer, including
the 'B+' corporate credit rating, were affirmed.

"The outlook revision is based on concerns over recent weak sales
trends and our expectation that credit protection measures are
likely to be meaningfully weaker than previously anticipated given
the increased competitive pressure," said Standard & Poor's credit
analyst Ana Lai.  "The ratings reflect the high business risk
associated with the company's participation in the narrowly
defined maternity segment of the apparel retailing industry, high
debt leverage, and the company's relatively small size.  These
risks are partly offset by the company's position as the largest
specialty maternity apparel retailer in the country, adequate
liquidity, and relatively stable demand for maternity apparel
driven by the stable birth rate in the U.S."

Mothers Work has reported weaker-than-expected sales trends for
the past few quarters, with comparable-store sales decreasing 5%
in the quarter ended June 30, 2004, following a narrow 0.2%
increase in the prior quarter due to increased competitive
pressure, particularly from mass merchants and other specialty
retailers.  As a result, Mothers Work's operating performance has
been under pressure, with EBITDA declining to about $34.1 million
for the nine months ended June 30, 2004, from $39.3 million a year
ago.  Sales declines accelerated in July and August, with
comparable-store sales for this two-month period decreasing about
7.9%, as increased markdowns from competitors continued to
adversely affect Mothers Work's sales.  As such, Standard & Poor's
expects operating results for the fiscal year ending
Sept. 30, 2004 to be lower than previously anticipated, resulting
in weaker than previously expected credit protection measures.
Due to the weak operating performance, total debt to EBITDA
increased to 5.4x for the 12 months ended June 30, 2004, from 4.7x
in the prior year.  EBITDA interest coverage declined to about
1.9x from 2.0x.

Mothers Work is the largest retailer of maternity apparel in the
U.S.  However, competition is intense, especially in the moderate-
price segment (the majority of company sales), in which
participants include large national department stores, discount
department stores, and specialty retailers.  Although the company
has a very focused strategy targeting the maternity market, the
narrowness of this segment poses risks.


NATIONAL CENTURY: Court Upholds Lincoln Clinic Sale to Aprahamian
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio denied
the request of Liberty National Enterprise, L.P., to reconsider
the Court's order approving the sale of the Lincoln Clinic
Property to Mark Aprahamian for $4,525,000 as the second highest
bidder

As reported in the Troubled Company Reporter on August 13, 2004,
on July 7, 2004, the U.S. Bankruptcy Court for the District of
Ohio ruled that Liberty National defaulted under the Bid
Procedures Order for failing to close the sale of the Lincoln
Clinic Property by May 3, 2004.  The Court ordered Memorial Drive
Office Complex, National Century Financial Enterprises, Inc.
debtor-affiliate, to sell the Lincoln Clinic Property to Mark
Aprahamian for $4,525,000 as the second highest bidder.

Liberty National argued that that the Court's oral ruling did not
refer to:

   (a) MDOC's prior non-disclosure of the existence of an
       environmental impact report; or

   (b) the fact that MDOC and Liberty National had mutually
       consented to a new closing date at a purchase price about
       3% less than Liberty National's original bid amount; or

   (c) the fact that even the reduced price was higher than Mr.
       Aprahamian's second place bid.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader  
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers. The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. S.D. Ohio Case No. 02-65235). The healthcare finance
company prosecuted its Fourth Amended Plan of Liquidation to
confirmation on April 16, 2004. Paul E. Harner, Esq., at Jones Day
represents the Debtors.  (National Century Bankruptcy News, Issue
No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEW WORLD: Files Schedules of Statement and Financial Affairs
-------------------------------------------------------------
New World Pasta Company filed its Schedules of Assets and
Liabilities and Statement of Financial Affairs with the U.S.
Bankruptcy Court for the Middle District of Pennsylvania.  A full-
text copy of the Debtor's Statement of Financial Affairs is
available for a fee at:

     http://www.researcharchives.com/bin/download?id=040812020022

Chief Financial Officer Edward Carroll, under penalties of
perjury, reports that New World Pasta's debts and property as of
May 10, 2004, consisted of:

   Name of Schedule                      Assets      Liabilities
   ----------------                      ------      -----------
A. Real Property                      $ 17,668,033
B. Personal Property                   146,726,706
C. Property Claimed As Exempt                  N/A
D. Creditors Holding Secured Claims                  $310,308,361
E. Creditors Holding Unsecured
   Priority Claims                                            --
F. Creditors Holding Unsecured
   Nonpriority Claims                                 196,537,402
                                      ------------   ------------
      TOTALS                          $164,394,739   $506,845,763
                                      ============   ============

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is the leading dry pasta  
manufacturer in the United States.  The Company and its debtor-
affiliates, filed for chapter 11 protection on May 10, 2004(Bankr.
M.D. Penn. Case No. 04-02817).  Eric L. Brossman, Esq., at Saul
Ewing LLP, represents the Company in its restructuring efforts.  
When the Debtor filed for protection it listed $426,174,000 in
assets and $430,952,000 in debts.


NRG ENERGY: Court Authorizes Rejection of 33 Executory Contracts
----------------------------------------------------------------
Judge Beatty authorizes Debtors LSP-Nelson Energy, LLC, and NRG  
Nelson Turbines, LLC, to reject 33 executory contracts as of  
August 18, 2004.

A complete list of the 33 Rejected Contracts is available at no  
charge at:  

         http://bankrupt.com/misc/33rejectedcontracts.pdf

Judge Beatty adjourns the Nelson Debtors' request as to 27  
contracts.  The Court directs the Debtors to file a second  
supplemental notice of assumption or rejection with respect to  
the Adjourned Contracts.

A complete list of the 27 Adjourned Contracts is available at no  
charge at:  

        http://bankrupt.com/misc/27adjournedcontracts.pdf

                          *     *     *

David J. Karp, Esq., at Kirkland & Ellis, in New York, advises  
the Court that the Nelson Debtors will assume and assign 15  
executory contracts and unexpired leases to Invenergy Investment  
Company, LLC, as part of the sale:

   (1) Option to Enter Into Easement with Commonwealth Edison
       dated March 15, 2000;

   (2) Option to Enter Into Easement with Commonwealth Edison
       dated march 15, 2000;

   (3) Option to Enter Into Easement with Commonwealth Edison
       dated March 15, 2000;

   (4) Option to Enter Into Easement with Commonwealth Edison
       dated March 15, 2000;

   (5) Option to Enter Into Easement with Commonwealth Edison
       dated March 15, 2000;

   (6) Option to Enter Into Easement with Commonwealth Edison
       dated March 15, 2000;

   (7) Option to Enter Into Easement with Commonwealth Edison
       dated March 15, 2000;

   (8) Pipeline Crossing Agreement with Union Pacific Railroad
       Company dated January 10, 2001;

   (9) Pipeline Crossing Agreement with Union Pacific Railroad
       Company dated January 10, 2001;

  (10) Pipeline Crossing Agreement with Union Pacific Railroad
       Company dated January 10, 2001;

  (11) Pipeline Crossing Agreement with Union Pacific Railroad
       Company dated January 10, 2001;

  (12) Pipeline Crossing Agreement with Union Pacific Railroad
       Company dated January 10, 2001;

  (13) Easement and Consent with Commonwealth Edison Company
       dated January 29, 2001;

  (14) Grant of Easement for Interconnection Transmission Line
       with Commonwealth Edison Company dated January 29, 2001;
       and

  (15) Longitudinal Pipeline Encroachment Agreement with Union
       Pacific Railroad Company dated February 6, 2001.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities. The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003. The Company emerged from chapter 11
on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, P.C., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq. at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring. (NRG Energy
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


OWENS CORNING: Court Says Dr. Sider's Retention is Premature
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware rules that
since no Asbestos Claims Bar Date has been set, the retention of
the Official Committee of Unsecured Creditors of the chapter 11
cases of Owens Corning and its debtor-affiliates, of Lee Edward
Sider is premature to the extent that Dr. Sider is to provide
services regarding medical criteria, which will be contained in
the trust distribution procedures in connection with potential
objections to present asbestos personal injury claims.  

Accordingly, Judge Fitzgerald denies the Committee's application
for Dr. Sider's services beyond estimation "without prejudice in
the event that there is [an Asbestos Claims] bar date order set."

Judge Fitzgerald directs the Committee's counsel to circulate a
proposed order consistent with the Court's ruling.

                  Futures Representative Objects

James J. McMonagle, as Legal Representative for Future Asbestos
Claimants, opposes the proposed order submitted by the Commercial
Committee with respect to Dr. Sider's retention as asbestos
medical consultant.  Contrary to the Court's instructions, the
Proposed Order does not state that:

   -- any testimony to be provided by Dr. Sider should be clearly
      limited to the services approved by the Order; and

   -- the denial of Dr. Sider's retention for services beyond
      estimation is without prejudice to renewal only after an
      Asbestos Claims Bar Date is set for present asbestos
      personal injury claims.

As reported in the Troubled Company Reporter on March 17, 2004,
the Commercial Committee seeks to retain Lee Edward Sider, M.D.,
as asbestos medical consultant, nunc pro tunc to December 2, 2003,
to advise the Commercial Committee on issues related to radiology
and the use of x-rays in asbestos-related disease and impairment.

Dr. Sider is an asbestos medical consultant specializing in
radiology. He has extensive and diverse experience, knowledge and
reputation in the field of radiology, especially with regard to
his experience as a "B-reader" of x-rays related to asbestos-
related disease and impairments. Dr. Sider wrote medical journal
articles concerning the use of x-rays in determining asbestos-
related disease and impairment. Dr. Sider has been a board-
certified radiologist for 20 years and a certified B-reader of x-
rays for 18 years.

According to William H. Sudell, Jr., Esq., at Morris, Nichols,
Arsht & Tunnel, in Wilmington, Delaware, as consultant, Dr. Sider
will be:

   (1) advising on issues related to radiology;

   (2) providing advice related to the use of x-rays in asbestos-
       related disease and impairment;

   (3) assisting in the development of radiological standards to
       be used in claims procedures in any future trust;

   (4) assisting the Commercial Committee's counsel in preparing
       for expert depositions;

   (5) testifying on behalf of the Commercial Committee, if
       necessary; and

   (6) performing any other necessary services as the Commercial
       Committee may request from time to time with respect to
       any asbestos-related issue.

Dr. Sider will coordinate with the Commercial Committee's other
advisors and counsel, as appropriate, to avoid duplication of
effort.

Dr. Sider will be compensated for services rendered at $450 per
hour.  This does not include out-of-pocket expenses like travel,
long distance telephone calls, messenger service, express mail,
bulk mailing, photocopies, or entertainment. These expenses are
billed at cost in addition to the hourly rate. This compensation
arrangement is consistent with and typical of the arrangements
entered into by Dr. Sider regarding the provision of similar
services for clients like the Commercial Committee.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts. The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts. At June 30,
2004, the Company's balance sheet shows $7.3 billion in assets and
a $4.3 billion stockholders' deficit. (Owens Corning Bankruptcy
News, Issue No. 82 Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


OXFORD AUTOMOTIVE: S&P Withdraws Junk Ratings for Lack of Info
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit
and senior secured debt ratings on Oxford Automotive, Inc.  The
ratings had been placed on CreditWatch with negative implications
on early August.

As reported in the Troubled Company Reporter on August 12, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Troy, Michigan-based Oxford Automotive Inc. to 'CCC-'
from 'B-'.  In addition, Standard & Poor's lowered its rating on
the company's second-lien senior secured debt to 'C' from 'CCC'.
Ratings remain on CreditWatch with negative implications, where
they were placed on Feb. 23, 2004.

Oxford had balance sheet debt of $288 million at Dec. 31, 2003,
the latest reported date.  Financial sponsor MatlinPatterson owns
privately held Oxford.

"The downgrade reflects our ongoing concerns over Oxford's
liquidity," said Standard & Poor's credit analyst Nancy Messer.

As previously indicated, Oxford's liquidity is very constrained
while the company prepares for the December 2004 launch of the
Mercedes M-class program at its new McCalla, Ala. facility.

Troy, Michigan-based Oxford, a supplier of specialized metal-
formed systems, modules, and assemblies to the automotive
industry, had $288 million of total balance sheet debt at Dec. 31,
2003.

"The rating actions reflect Standard & Poor's belief that the
available financial information on Oxford is insufficient to
support a current ratings opinion," said Standard & Poor's credit
analyst Nancy C. Messer.

Oxford has not yet filed financial statements for fiscal 2004,
ended March 31, 2004, or the first quarter of fiscal 2005, ended
June 30, 2004, and there is no clear indication as to when that
information will be disclosed.


PAN AMERICAN ZINC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Pan American Zinc
        PO Box 12638
        Reno, Nevada 89510

Bankruptcy Case No.: 04-52640

Chapter 11 Petition Date: September 3, 2004

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: John S. Bartlett, Esq.
                  Law Offices of John S. Bartlett
                  777 East William Street #201
                  Carson City, Nevada 89701
                  Tel: (775) 841-6444
                  Fax: (775) 841-2172

Total Assets: $2,410,655

Total Debts: $1,325,978

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


PARMALAT USA: Wants to Employ Mahoney Cohen as Accountants
----------------------------------------------------------
Parmalat USA Corporation and its U.S. debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
permission to employ Mahoney Cohen & Company, CPA, P.C., as their
accountants, nunc pro tunc to July 26, 2004.

Mahoney will:

   -- provide tax compliance services, consisting of preparation
      of 2003 and 2004 federal, state and local corporate tax
      returns, tax consulting services;

   -- represent the U.S. Debtors before various taxing
      authorities;

   -- perform an audit of the Debtors' financial statements for
      the year ended December 31, 2004, and, if needed, the year
      ended December 31, 2003; and

   -- perform any other services that it deems necessary in its
      role as accountants to the Debtors or that may be requested
      by the Debtors or their professionals.

The U.S. Debtors believe that Mahoney is well qualified and able
to represent them in a cost-effective, efficient and timely
manner.  Since July 26, 2004, Mahoney has provided substantial
work for the Debtors, including an analysis of net operating
losses, an analysis of the tax consequences of various prepetition
transactions, and tax compliance work.  Mahoney has also worked
with various government agencies, including the Internal Revenue
Service -- which is currently conducting an audit of the Debtors -
- the State of New York, and the State of New Jersey to represent
the Debtors' interests.

Mahoney is a middle market certified public accounting and
management consulting firm in the New York metropolitan area that
has been ranked among the top 35 CPA firms nationally.  Mahoney
promotes its audit services as rigorous and thorough, with
stringent quality controls that conform to generally accepted
auditing standards.  The firm's audit methodology analyzes a
company's business within the context it its industry, providing a
value-added service, looking for areas where savings can be
realized, cost controls can be introduced and unforeseen business
opportunities may exist.  Mahoney also provides a wide range of
tax compliance and planning solutions to businesses, trusts,
private foundations and individuals, ensuring compliance
requirements are fulfilled while every opportunity to minimize tax
liabilities is explored.

Steven E. Golden, a partner and director of Bankruptcy Taxation at
Mahoney, will lead the Mahoney team assigned to the U.S. Debtors.  
Mr. Golden is a certified public accountant and a licensed
attorney with extensive experience working with insolvent
businesses ranging in size from small, privately held companies to
large, publicly traded corporations throughout the United States.  
Before joining Mahoney, Mr. Golden was a tax partner and director
of Bankruptcy Taxation at BDO Seidman, LLP.  He has worked closely
with bankruptcy attorneys and trustees on various issues relating
to the liquidation or reorganization of bankrupt companies,
including the cases of Starter Corp., Loehmanns, Inc., Artha
Management, Sasson Jeans and Cuyahoga.  Mr. Golden has also been
called upon to provide expert testimony in numerous matters,
including Celotex's bankruptcy litigation.  Mr. Golden is a
published author and noted speaker.

The U.S. Debtors will compensate Mahoney for its services in
accordance with the firm's normal hourly rates:

        Professional                          Hourly Rate
        ------------                          -----------
        Shareholders and directors            $365 - 435
        Managers and senior managers           210 - 280
        Senior accountants and staff           115 - 205

The Debtors will also reimburse the firm for all reasonable and
necessary out-of-pocket expenses.

Mahoney has agreed to cap the fees for the tax compliance services
relating to the year ended December 31, 2003 at $45,000.

Mr. Golden assures the Court that Mahoney is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code and as required by Section 327(a).  The firm holds no
interest adverse to the U.S. Debtors and their estates.  The firm
has no connection to the Debtors, their significant creditors or
to certain other parties-in-interest.

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


PG&E NATIONAL: Will Pay $267,816 Pepco Energy Services Settlement
-----------------------------------------------------------------
Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, in  
Baltimore, Maryland, relates that NEGT Energy Trading Holdings  
Corporation, NEGT Energy Trading - Power, LP, and NEGT Energy  
Trading - Gas Corporation, on one hand, and Pepco Energy  
Services, Inc., on the other hand, are parties to a Settlement  
Agreement and Mutual Release dated as of June 9, 2004.  

Pursuant to the Settlement Agreement, Pepco Energy will pay  
$267,816 to the ET Debtors in full and final satisfaction of all  
claims arising out of five Contracts:

   (a) Confirmation dated November 18, 2002 between NEGT Energy
       Trading - Power, LP, and PEPCO Energy Services, Inc., for
       50 MW PJM Unforced Capacity Credits;

   (b) Confirmation dated January 23, 2003 between NEGT Energy
       Trading - Power, LP, and PEPCO Energy Trading Services,
       Inc., for 50 MW PJM Unforced Capacity Credits;

   (c) Confirmation dated July 1, 2002 between NEGT Energy
       Trading - Gas Corporation and PEPCO Energy Services, Inc.,
       for 10,000 MMBtu/day at Columbia Gas Pool;

   (d) Confirmation dated, March 14, 2003 between NEGT Energy
       Trading - Gas Corporation and PEPCO Energy Services, Inc.,
       for 10,000 MMBtu/day at Columbia Gas Pool; and

   (e) Confirmation dated July 15, 2002 between NEGT Energy
       Trading - Gas Corporation and PEPCO Energy Services, Inc.,
       for 5,000 MMBtu/day at Tetco M3.

The parties will release each other from any liabilities  
whatsoever arising out of the Contracts.

Mr. Nussbaum maintains that the Settlement Agreement is  
advantageous to the ET Debtors because the Settlement Amount  
approximates the recovery that the ET Debtors could otherwise  
achieve through litigation, without any of the attendant risks  
and costs.

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


SEQUOIA MORTGAGE: Moody's Rates Class B-4 & B-5 Certs. at Low-B
---------------------------------------------------------------
Moody's Investor Service assigned a Aaa rating to the senior
certificates issued by Sequoia Mortgage Trust 2004-7, and ratings
ranging from Aa2 to B2 for the subordinate certificates of the
deal.

The securitization is backed by three pools of mortgage loans
having, in the aggregate, 3,117 conventional adjustable-rate Jumbo
mortgage loans secured by first liens on one-to-four family
residential properties.  

Pool 1 consists of 1,534 loans with a total balance of $522.3
million, originated primarily by:

   (1) GreenPoint Mortgage Funding, Inc. (52.38%);

   (2) Countrywide Home Loans (18.60%); and

   (3) Morgan Stanley Dean Witter Credit Corporation (17.81%).

Pool 2 consists of 748 loans with a total balance of
$264.0 million, originated primarily by:

   (1) GreenPoint Mortgage Funding, Inc. (48.74%);

   (2) Morgan Stanley Dean Witter Credit Corporation (30.53%); and

   (3) Countrywide Home Loans (18.96%).

Pool 3 consists of 835 loans totaling $263.7 million, originated
primarily by:

   (1) GreenPoint Mortgage Funding, Inc. (64.42%);

   (2) Morgan Stanley Dean Witter Credit Corporation (8.37%); and

   (3) Countrywide Home Loans, Inc. (16.08%).

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination.  The credit
quality of this loan pool is similar to the credit quality of
other recent Sequoia Mortgage Trust offerings, with a FICO of 734
for the current deal versus a FICO score of 732 for the last
securitization.

The Aa1 rating for the Class A-3-B Certificates is also based upon
the Class A-3-B's status as the "senior support" for the "super
senior" Class A-3-A certificates.  The senior support class has
the same credit enhancement support levels as the other senior,
Aaa-rated classes in this transaction.  This implies that the
super-senior support certificates have a probability of default
consistent with that of Class A-3-A.  However, the A-3-B senior
support certificates would assume losses otherwise attributable to
the super senior A-3-A certificates they support.

These entities will initially service the mortgage loans:

   * Bank or America, N.A.,
   * Cendant Mortgage Corporation,
   * Countrywide Home Loans Servicing LP,
   * GMAC Mortgage Corporation,
   * Greenpoint Mortgage Funding, Inc., and
   * Morgan Stanley Dean Witter Credit Corporation

Following the closing date, substantially all of the mortgage
loans initially serviced by GreenPoint is expected to be
transferred to GMAC Mortgage Corporation.  Wells Fargo Bank, N.A.,
will act as master servicer.

The complete rating actions are:

   * Class A-1, $498,828,000, rated Aaa;
   * Class A-2, $252,102,000, rated Aaa;
   * Class A-3-A, $247,874,000, rated Aaa;
   * Class A-3-B, $3,956,000, rated Aa1;
   * Class X-A, Interest Only, rated Aaa;
   * Class X-B, Interest Only, rated Aaa;
   * Class A-R, $100, rated Aaa;
   * Class B-1, $18,900,000, rated Aa2;
   * Class B-2, $11,025,000, rated A2;
   * Class B-3, $6,300,000, rated Baa2;
   * Class B-4, $3,150,000, rated Ba2; and
   * Class B-5, $2,625,000, rated B2.

The Class B-4 and Class B-5 certificates are being offered in
privately negotiated transactions without registration under the
1933 Act.  The issuance was designed to permit resale under Rule
144A.


SOLUTIA: Gets Court Nod to Contribute $11 Million to Pension Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its permission to Solutia, Inc., and its debtor-affiliates to
contribute $11 million to the pension plan.

As reported in the Troubled Company Reporter on August 4, 2004,
Solutia's employees' Pension Plan was established in connection
with the spin-off from Monsanto Company, with all prior plan
provisions being maintained.  The Pension Plan is funded solely
through employer contributions and covers both union and non-union
employees.  Benefit accruals under the Pension Plan for non-union
employees were "frozen" effective as of July 1, 2004.  Union
employees continue to accrue benefits under the Pension Plan, and
the benefit accruals can be frozen only through negotiations with
the affected unions or pursuant to the procedures set forth in
Section 1113 of the Bankruptcy Code.

                  Proposed Voluntary Contribution

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in New
York, relates that due to the recent three-year decline of the
equity markets, the Pension Plan is significantly underfunded and
ongoing obligations to it will place a significant financial
burden on the Debtors over the next several years.  In
consultation with its creditors, Solutia has considered all
alternatives to alleviate the problem, including termination of
the Pension Plan.  However, Solutia believes that terminating the
Pension Plan at this time is not a viable option since it would
create a large claim against the estate in favor of the Pension
Benefit Guaranty Corporation and possibly result in the imposition
of large liabilities on Solutia's overseas subsidiaries.

Solutia decided to implement two actions that together will
greatly reduce the burdens of the Pension Plan on the estate:

     (1) Solutia froze benefit accruals under the Pension Plan
         for non-union employees effective July 1, 2004; and

     (2) Solutia determined to seek separate Court approval to
         make a voluntary contribution of $11 million to the
         Pension Plan this year.

Viewed together, those actions will:

    -- save the Debtors between $30 million and $40 million in
       pension expense for each of the next several years;

    -- reduce overall pension funding requirements over the next
       five years by $110 million; and

    -- defer the next required contribution to the Pension Plan to
       January 2006.

According to Ms. Labovitz, if Solutia makes the Pension
Contribution by September 15, 2004, by law, the Pension
Contribution will be deemed to have been made as of
December 31, 2003, which will increase the current liability
funded status for the Pension Plan to 80% as of January 1, 2004.  
Under ERISA and the Internal Revenue Code, it is advantageous for
a plan sponsor of a qualified defined benefit pension plan to
ensure that its plan is at least 80% funded.  In Solutia's case,
ensuring that the Pension Plan is 80% funded will likely result in
a credit balance of $54 million at January 1, 2005, which can be
used to offset future contributions.

Ms. Labovitz explains that the sponsor of a qualified defined
benefit plan is generally required to make contributions to its
benefit plan each year to meet the minimum funding standards set
by the Tax Code and ERISA.  The contributions depend on a number
of factors designed to ensure that the benefit plan has sufficient
assets to pay participants' benefits.  Along with "regular"
contributions, additional contributions are generally required if
a defined benefit pension plan's assets are less than 90% of the
its current liability for a given year.  The requirement for
additional contribution is referred to as a "deficit reduction
contribution."  Deficit reduction contributions can substantially
be in excess of the amount of contributions otherwise required
under ERISA and the Tax Code.

However, there is an important exception to the deficit reduction
contribution requirement.  If a defined benefit pension plan's
assets equal at least 80% of its current liability and for each of
the two immediately preceding plan years the plan's assets equaled
at least 90% of the plan's current liability, the plan sponsor is
not required to make deficit reduction contributions for that
year.  Therefore, it can be advantageous for the plan sponsor to
make additional plan contributions to attain or maintain at least
the 80% funding level to take advantage of the limited exception
to the deficit reduction contribution requirement.

In Solutia's case, the Pension Plan's assets did equal 99.2% of
its current liability in 2001 and 91.6% in 2002.  Thus, an 80%
funded status for 2004 will avoid the deficit reduction
contribution for 2004.  By making the $11 million Pension
Contribution on or before September 15, 2004, the 80% threshold
will be satisfied as of January 1, 2004, thus avoiding the deficit
reduction contribution that otherwise would be required for 2004,
which is estimated to be $47 million.

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 Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.


THOMAS R. RICKETTS: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Thomas R. Ricketts Family Trust
        5809 Golden Leaf Court
        Plano, Texas 75093

Bankruptcy Case No.: 04-39593

Chapter 11 Petition Date: September 3, 2004

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Robert Yaquinto, Jr., Esq.
                  Sherman & Yaquinto
                  509 North Montclair Avenue
                  Dallas, Texas 75208-5498
                  Tel: 214-942-5502

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Robert T. Ricketts                                      $310,537
5809 Golden Leaf Court
Plano, Texas 75093

County of Dallas              2003 Property Taxes        $37,322
Tax Department

Marek Brothers Co., L.L.P.    Mechanic's Lien            $25,661

Wilson Plywood & Door, Inc.   Mechanic's Lien            $20,954

Leisure Living Pools, Inc.    Mechanic's Lien            $20,000

EZ-Wall Systems, Inc.         Mechanic's Lien            $11,250

Trinity Stairs, Inc.          Mechanic's Lien            $10,883

Ramer Concrete, Inc.          Mechanic's Lien             $8,890

Nationwide Gutter, Inc.       Mechanic's Lien             $1,718


U.S. RESTAURANT: Fitch's BB Rating on Watch After Acquisition News
------------------------------------------------------------------
Fitch Ratings places U.S. Restaurant Properties on Rating Watch
Evolving following the company's announcement that it is acquiring
CNL Restaurant Properties for approximately $1.3 billion.

Approximately $111 million of 'BB' unsecured notes and
$122 million of 'B+' preferred stock are affected by Fitch's
action.  U.S. Restaurant's Rating Outlook had previously been
Negative.  Rating Watch Evolving indicates that a rating could be
raised, lowered or maintained over a three-to-six month period
following the resolution of uncertain circumstances.

The new company, which will continue to trade on the NYSE, will
operate under the CNL Restaurant Properties name, with ownership
of 1,900 properties, financial interests in an additional 1,100
properties and total assets of approximately $2.5 billion.  In
adherence to the merger agreement, CNL Restaurant Properties will
merge with and into U.S. Restaurant Properties.  Moreover, each of
the eighteen CNL Income Funds will merge with a separate wholly
owned subsidiary of U.S. Restaurant Properties' operating
partnership.  The total transaction consists of approximately
$715 million in common and preferred stock and $540 million for
the eighteen CNL Income Funds.  The specifics of the transition
call for CNL Restaurant Properties shareholders to receive 0.7742
shares of U.S. Restaurant Properties common stock and 0.16 shares
of newly issued U.S. Restaurant Properties 7.5% series C
redeemable convertible preferred stock for each share of CNL
Restaurant Properties common stock held.  The 7.5% series C
redeemable convertible preferred stock has a conversion price of
$19.50 per share and a liquidation value of $25 per share.

Fitch acknowledges the increased operational efficiencies for the
new entity with regard to size and synergies and further
recognizes the augmented diversification of brand, tenant and
geography of the combined portfolio.  The transaction will also
provide the company with added flexibility with respect to a
broader array of available business lines; however, such increased
accessibility will heighten the complexity involved in analyzing
the company.  In addition, Fitch anticipates the deal to be highly
leveraged as well as structurally complicated and as such presents
concerns about resultant leverage and coverage metrics and
strategic organizational issues.  This uncertainty pertaining to
the formation of the company's capital structure and operations
elicits our Ratings Watch Evolving stance.  Fitch will continue to
monitor the progress of the transaction as more details regarding
the structure of the newly formed company develop.

US Restaurant Properties, Inc., through its subsidiaries, is a
fully integrated, self-administered real estate investment trust
-- REIT -- that acquires, owns, leases, and in some cases,
operates restaurant, service station and other retail properties.  
Most of the properties are leased by U.S. Restaurant on a triple
net lease basis to quick and full service dining chain restaurants
affiliated with national and regional brands.  As of June 30,
2004, U.S. Restaurant owned 778 properties located in 48 states,
which were leased to 270 tenants.  Additionally, U.S. Restaurant
conducts its retail operations through a taxable REIT subsidiary
-- TRS -- called Fuel Supply, Inc., which operates twelve service
stations and three restaurants and also sells fuel through
fourteen operators and on a wholesale basis to two other
operators.  U.S. Restaurant currently has total assets of $542
million, total debt of $325 million and an undepreciated total
book capital of $639 million.


U.S. STEEL: Vice Chairman Roy Dorrance to Retire by Month's End
---------------------------------------------------------------
Roy G. Dorrance, vice chairman of United States Steel Corporation
(NYSE: X), has elected to retire from his post at the end of
September.

"Throughout the last decade, Roy's leadership has helped guide U.
S. Steel through some challenging times," said Thomas J. Usher,
chairman and chief executive officer. "He was an early advocate of
building a culture of continuous improvement within the company,
and his leadership has allowed us to establish and maintain a
strong position in domestic and international markets."

Mr. Dorrance's career with U. S. Steel has spanned more than 36
years, during which he has served in a number of key positions
including:

   1989-1992   Vice president -- U. S. Steel International, Inc.
   1992-1994   President -- UEC Technologies LLC
               (formerly USX Engineers and Consultants)
   1994-1995   Vice President - purchasing and technology
   1995-1997   Vice president - operations; and
   1997-2001   Exec. Vice president - sheet products

In 2001, Mr. Dorrance was named executive vice president, with
responsibility for new business development.  During this time, he
was a driving force behind the development of the company's
information technology to support customer service initiatives and
to enhance the efficiency of the company's operations. One year
later, he was named vice chairman and chief operating officer, and
in 2003, he assumed his most recent position.

Mr. Dorrance's efforts have helped strengthen U. S. Steel's global
position through steel export, engineering and consulting
activities, and through involvement in Europe and China.

Mr. Dorrance earned a bachelor of science degree in management
from the Massachusetts Institute of Technology and a master's
degree in industrial management from Carnegie Mellon University.  
He held his first position, hot strip mill foreman, at Mon Valley
Works in 1968, and served in various capacities on the company's
financial, international and resource development staffs early in
his career.

"From his early years in the company through his service as vice
chairman, Roy has helped cultivate a work environment that
empowered employees," said Mr. Usher.  "He saw the advantages
early on of involving employees in making key decisions and
encouraging them to work as a team. His leadership and integrity
will be missed."

                          *     *     *

As reported in the Troubled Company Reporter on July 6, 2004,
Fitch Ratings has affirmed the senior unsecured long-term debt  
ratings of U.S. Steel at 'BB-', the ratings of the company's  
senior secured bank debt at 'BB', and convertible preferred stock  
at 'B'. The Rating Outlook has been changed to Stable from  
Negative.  

This rating action affects approximately $1.3 billion of  
securities outstanding at the end of the first quarter.
In the wake of the National Steel acquisition, USS' operating  
leverage is making a big difference. The company should move from  
a loss last year to a profit of greater absolute magnitude this  
year, and a net debt/EBITDA of 1.0 times (x) or less may not be  
out of question by year-end. A $300/ton run-up in the price for  
sheet products has been the primary earnings driver; synergies  
from the merger and the labor agreement with the United  
Steelworkers have also helped. Counter-balancing gains on the  
revenues side have been increases in costs for coke, energy, and  
scrap. USS is self-sufficient in iron ore and coke, except at its  
Central European operations. The added costs are being eclipsed by  
the increase in prices, and volumes have been good across all  
major product lines.


US AIRWAYS: Reports 79.1% Increase in Passenger Load Factor
-----------------------------------------------------------
US Airways reported its August 2004 passenger traffic. Mainline
revenue passenger miles for August 2004 increased 0.8 percent on a
2.9 percent increase in available seat miles compared to August
2003. The passenger load factor was 79.1 percent, which is a 1.6
percentage point decrease compared to August 2003.

For the first eight months of 2004, mainline revenue passenger
miles increased 7.4 percent on a 4.6 percent increase in available
seat miles compared to the same period in 2003. The passenger load
factor for January through August 2004 was 76.3 percent, a 2.0
percentage point increase compared to the same period in 2003.

The two wholly owned subsidiaries of US Airways Group, Inc. --
Piedmont Airlines, Inc. and PSA, Inc. -- along with MidAtlantic
Airways, reported a 79.0 percent increase in revenue passenger
miles for August 2004, on 50.5 percent more capacity compared to
August 2003. The passenger load factor was 64.2 percent, a 10.2
percentage point increase compared to August 2003.

For January through August 2004, revenue passenger miles for the
two wholly owned US Airways Express carriers and MidAtlantic
increased 36.9 percent on an 18.3 percent increase in available
seat miles compared to the first eight months of 2003. The
passenger load factor for January through August 2004 was 60.9
percent, an 8.3 percentage point increase compared to the same
period in 2003.

Mainline system passenger unit revenue for August 2004 is expected
to decrease between 4.5 percent and 5.5 percent compared to August
2003.

Customer reaction to US Airways' new low GoFares, which were
introduced in Philadelphia in May and in the Washington area in
mid-June, continues to be positive, resulting in an 83.6 percent
mainline August load factor in GoFares markets, compared to a 78.2
percent load factor in non-GoFares markets.

US Airways ended the month of August by completing 97.9 percent of
its scheduled departures. Continued heavy rain and thunderstorm
activity in the East during the month of August affected the
company's departure performance. There was no change in the
mileage completion factor compared to August 2003.

Headquartered in Arlington, Virgina, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc. and Airways Assurance
Limited, LLC. The Company filed for chapter 11 protection on
August 11, 2002 (Bankr. E.D. Va. Case No. 02-83984).  Under a
chapter 11 plan declared effective on March 31, 2003, USAir
emerged from bankruptcy with the Retirement Systems of Alabama
taking a 40% equity stake in the deleveraged carrier in exchange
for $240 million infusion of new capital.  Alexander Williamson
Powell Jr., Esq. and David E. Carney, Esq. at Skadden, Arps,
Slate, Meagher & Flom and Lawrence E. Rifken, Esq. at McGuireWoods
LLP represented the Debtors in their restructuring.  


UNITED AGRI: Further Extends Senior Debt Offering to Sept. 16
-------------------------------------------------------------
UAP Holding Corp. and United Agri Products, Inc. are each
extending the expiration date for the previously announced offers
to purchase for cash any and all of UAP Holdings' outstanding
$125,000,000 principal amount at maturity of 10-3/4% Senior
Discount Notes due 2012 and any and all of United Agri Products'
outstanding $225,000,000 principal amount of 8-1/4% Senior Notes
due 2011.

The tender offers by the Companies, each previously scheduled to
expire at 5:00 p.m., New York City Time, on Friday, September 3,
2004, will now expire at 5:00 p.m., New York City Time, on
Thursday, September 16, 2004, unless further extended.

As of 5:00 p.m., New York City Time, on September 2, 2004, all
$125,000,000 aggregate principal amount at maturity of the 10-3/4%
Discount Notes and all $225,000,000 aggregate principal amount of
the 8 1/4% Notes have been validly tendered and have not been
withdrawn in the offers to purchase and consent solicitations.

Each Company's tender offer is conditioned on, among other things:    
   (a) the consummation of UAP Holdings' offering of Income
       Deposit Securities and

   (b) United Agri Products amending its existing revolving credit
       facility and entering into a new senior secured second lien
       term loan facility, the net proceeds of both of which will
       be used, among other things, to pay the considerations for
       the Notes purchased in the tender offers.

Information regarding the pricing, tender and delivery procedures
and conditions to the tender offer and consent solicitation are
contained in the Offer to Purchase and Consent Solicitation
Statement dated April 26, 2004, as supplemented by the Supplement
thereto dated May 6, 2004 and the accompanying Letter of
Transmittal and Consent.

UBS Investment Bank is acting as dealer manager for the tender
offers and consent solicitations. MacKenzie Partners, Inc. is
acting as information agent. Questions about the tender offers may
be directed to the Liability Management Group of UBS Investment
Bank at (888) 722-9555 x4210 (toll free) or (203) 719-4210
(collect), or to MacKenzie Partners, Inc. at (212) 929-5500
(collect) or (800) 322-2885 (toll free). Copies of the Offer
Documents and other related documents may be obtained from the
information agent.

The tender offer and consent solicitation are being made solely on
the terms and conditions set forth in the Offer Documents. Under
no circumstances shall this press release constitute an offer to
buy or the solicitation of an offer to sell the Notes or any other
securities of the Companies. It also is not a solicitation of
consents to the proposed amendments to the indentures and
registration rights agreements. No recommendation is made as to
whether holders of the Notes should tender their Notes or give
their consent.

                        About the Companies

UAP Holdings is a holding company with no significant assets or
operations other than the ownership of 100% of the stock of United
Agri Products. United Agri Products is the largest private
distributor of agricultural and non-crop inputs in the United
States and Canada. It markets a comprehensive line of products
including crop protection chemicals, seeds and fertilizers to
growers and regional dealers. In addition, as part of its product
offering, United Agri Products provides a broad array of value-
added services including crop management, biotechnology advisory
services, custom blending, inventory management and custom
applications of crop inputs. United Agri Products maintains a
comprehensive network of approximately 350 distribution and
storage facilities and five formulation and blending plants,
strategically located throughout the United States and Canada.

                        *     *     *

As reported in the Troubled Company Reporter's May 13, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on crop protection and agriculture distributor
United Agri Products, Inc., to 'B' from 'B+'.

It also lowered the rating on UAP's existing $500 million senior
secured revolving credit facility to 'B+' from 'BB-'.  The lower
ratings reflect the company's anticipated more aggressive
financial profile after its parent company, UAP Holdings Corp.,
proposed a $625 million issuance of income deposit securities
(IDS).

At the same time, Standard & Poor's assigned a rating of 'CCC'
to the senior subordinated notes of UAP Holdings Corp.  The
ratings on UAP Holdings' existing senior discount notes have been
lowered to 'CCC+' from 'B-', while the ratings on United Agri
Products' senior unsecured notes have been lowered to 'B-' from
'B'.  However, these ratings will be withdrawn upon issuance of
the income deposit securities, which will be used to retire the
debt.

UAP Holdings' proposed $625 million IDS issuance will consist of
common stock and subordinated notes.

The new bank loan and subordinated debt ratings are based on
preliminary offering statements and are subject to review upon
final documentation.  The ratings on both UAP and UAP Holdings
have been removed from CreditWatch, where they were placed
April 13, 2004.

"Standard & Poor's believes that the IDS structure reflects a
more aggressive financial policy," said Standard & Poor's
credit analyst Ronald Neysmith.  "Previously, UAP did not pay
dividends on its common stock.  However, as a result of the IDS
offering, UAP will be distributing roughly 75% of its cash flow as
interest and dividends, thereby materially reducing financial
flexibility."


VIASYSTEMS INC: Parent Company Initiates Rights Offering
--------------------------------------------------------
Viasystems Group, Inc., the parent of Viasystems, Inc., is
offering to holders of shares of its common stock and its class B
senior convertible preferred stock the right to subscribe for and
to purchase an aggregate of 5,555,555 additional shares of its
common stock, as described in an Offering Memorandum dated
September 3, 2004.

Certain Viasystems Group stockholders have executed a standby
commitment agreement to purchase any shares of Viasystems Group
common stock that are not subscribed for in the rights offering.
As a result, Viasystems Group will receive gross proceeds of
approximately $50 million. Net proceeds of the offering will be
applied in the expansion of Viasystems' printed circuit board
operations in China.

The record date for the rights offering is August 15, 2004.
Holders of record of Viasystems Group's common stock at the close
of business on the record date will receive 0.21730 of a right for
each share of common stock owned on the record date. Holders of
record of Viasystems Group's class B senior convertible preferred
stock at the close of business on the record date will receive
0.24896 of a right for each share of class B senior convertible
preferred stock owned on the record date, which represents the
number of shares of common stock into which each share of class B
senior convertible preferred stock is convertible on the record
date (1.1457 shares) multiplied by the common stock subscription
right ratio of 0.21730.

Each whole right entitles the holder to purchase one share of
Viasystems Group's common stock at a subscription price of $9.00
per share. The rights will expire at 5:00 p.m., New York City
time, on October 4, 2004, unless extended by Viasystems Group.

In addition, certain affiliates of Hicks, Muse, Tate & Furst
Incorporated have agreed to exchange, concurrently with the
consummation of the rights offering, 297,763 shares of Viasystems
Group class A junior preferred stock held by them with an
aggregate liquidation preference of $30 million for 2,625,673
shares of Viasystems Group common stock with an aggregate value of
approximately $23.63 million, based on the rights offering
subscription price.

The shares of Viasystems Group's common stock offered pursuant to
this rights offering will not be registered under the Securities
Act of 1933, as amended, or any state securities laws and may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act or applicable state securities laws.

Viasystems Group, Inc. is a global provider of electro-mechanical
components and assemblies. The company's 22,000 employees serve
more than 100 customers in the automotive, consumer, computer and
data communications, industrial and instrumentation, and
telecommunications markets.

Viasystems, Inc., a subsidiary of Viasystems Group, Inc. is a
leading, worldwide, independent provider of electronics
manufacturing services, or EMS, to original equipment
manufacturers, or OEMs, primarily in the telecommunications,
networking, automotive, consumer, industrial and computer
industries.

                          *      *     *

As reported in the Troubled Company Reporter on July 23, 2004,
Standard & Poor's Ratings Services affirmed its 'B' corporate  
credit and other ratings for St. Louis, Missouri-based Viasystems  
Inc., and revised its outlook on the company to stable from  
positive.

"The outlook revision reflects the withdrawal of the company's  
filing for an IPO of its common stock of up to $275 million,  
removing our previous expectation that credit protection measures  
would improve because of debt repayment with the planned IPO  
proceeds," said Standard & Poor's credit analyst Emile Courtney.  
Total debt was approximately $470 million as of March 2004.

The ratings reflect Viasystems Inc.'s highly fragmented and  
competitive printed circuit board manufacturing market, volatile  
sales levels and profitability through the business cycle, and  
high debt leverage. These partly are offset by the company's low-
cost manufacturing locations and its leading original equipment  
manufacturer customer base. Viasystems manufactures PCBs for  
electronics OEMs and wire harnesses for consumer appliance makers.

Following Viasystems' voluntary reorganization, completed in  
January 2003, the company extinguished about $740 million in debt.  
Viasystems has closed and consolidated more than 50% of its  
manufacturing facilities since 2001, locating its remaining  
manufacturing sites primarily in China and Mexico, both low-cost  
areas.


VILLA ST. MICHAEL: Court Gives Third Interim Nod to Access $662K
----------------------------------------------------------------
The Honorable E. Stephen Derby of the U.S. Bankruptcy Court for
the District of Maryland, Baltimore Division, approved the third
interim agreement and stipulation for the use of cash collateral
pledged by Villa St. Michael Limited Partnership to repay secured
debts owed to PMI Mid-Atlantic LLC, HMIS, and the United States
Treasury, Internal Revenue Service.  The debtor can continue using
up to $662,000 of its secured creditors' cash collateral.

The Debtor submits that it has a continuing need to use the
Lender's cash collateral in order to continue the operation of  
its business operations and to preserve the value of its assets.

The Debtor and the Lender agree that cash collateral use will be
limited to amounts detailed in a Budget through September 30,
2004, projecting:

                      8/1/04-8/31/04      9/1/04-9/30/04
                      --------------      --------------
Cash Receipts            $635,000             $662,000
Cash disbursements       $673,000             $662,000

Replacement liens of the same validity, extent and priority are
granted to the Lender.  As further adequate protection, the Debtor
will pay to the Lender the following:

    a) $15,000 by July 23, 2004;
    b) $35,000 by August 15, 2004; and
    c) $37,500 by September 15, 2004.

Headquartered in Baltimore, Maryland, Villa St. Michael Limited
Partnership operates Villa St. Michael Nursing and Retirement
Center located in Baltimore, Maryland.  The Company filed for
chapter 11 protection on May 27, 2004 (Bankr. D. Md. Case No.
04-23064).  Constance M. Hare, Esq., at Mehlman, Greenblatt &
Hare, LLC, represents the Company in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
over $1 Million in estimated assets and over $10 Million in
estimated liabilities.


WHITING PETROLEUM: S&P Affirms B+ Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Whiting Petroleum Corp. and revised its outlook
on the company to stable from positive.

The rating action follows the company's announcement that it will
acquire oil and gas properties in the Permian Basin for a total
cash cost of about $345 million.  The transaction will be funded
entirely by draws under the company's revolving credit facility.

"The outlook revision is based on concerns about the company's
increased leverage, which weakens credit measures and constrains
liquidity," said Standard & Poor's credit analyst Kimberly Stokes.
"The stable outlook hinges on the success of Whiting's
deleveraging program and the company's ability to achieve a more
moderate financial profile."

Standard & Poor's also said that the outlook could be revised to
negative in the intermediate term if credit measures do not
materially improve.  Additional significant debt-financed
acquisitions could lead to lower ratings.

Pro forma for the recent acquisition and other small transactions,
Standard & Poor's expects Denver, Colo.-based Whiting to have over
$580 million in total debt, including $435 million outstanding
under its revolving credit facility, which will be expanded to
accommodate this transaction.


WHITING PETROLEUM: Moody's Reviewing Low-B Ratings & May Downgrade
------------------------------------------------------------------
Moody's placed Whiting Petroleum's ratings on review for downgrade
upon its most recent debt funded acquisition, pending Whiting's
review of its near-term funding plan.  The $345 million purchase
of 41.9 mmboe of oil and gas reserves (60% proven developed, or
PD) in seventeen fields in the Permian Basin will, at least
initially, be funded with bank debt.  This sharply escalates
leverage.  Whiting had already completed three smaller all-debt
funded acquisitions, totaling $98.5 million, since June 30, 2004,
and would need to complete a substantial common equity offering
before the end of the rating review to retain its ratings.  If
downgraded, the ratings would be reduced by one rating notch.

Moody's review will encompass appropriate capital and liquidity
structures, relative to the ratings, following a review of
Whiting's pro-forma:

   * reserve base and drilling inventory profiles,
   * unit economics and reserve replacement costs,
   * leverage on PD reserves and on PD plus fully-funded PUD
     reserves, PD reserve life, and
   * developing growth and financial strategies.

Whiting has shown relatively high unit production and G&A costs
but, to date, competitive reserve replacement costs.

The $444 million of debt-funded acquisitions since June 30, 2004,
plus Whiting's earlier partly equity funded Equity Oil
acquisition, add important scale and diversification to its
reserves, prospect base, and potential financial flexibility.  
Pro-forma total reserves and PD reserves would total approximately
140 mmboe and approximately 101 mmboe, respectively, with a
healthy PD reserve life of 9 to 10 years and located in the
Permian Basin of West Texas and Southeast New Mexico, the Rocky
Mountains, the Midcontinent, and Michigan.

In the current $345 million transaction, Whiting is paying a high
$54,475 per daily barrel of current oil-equivalent production and
an apparent $9.80/boe for proven reserves fully loaded for
$65 million of required development capital spending.  The
packages hold a comparatively large 40% unfunded proven
undeveloped reserve -- PUD -- component.  To achieve its intended
acquisition economics, Whiting will need to be realize competitive
results with the acquired PUD drilling locations as well as
additional activity in the probable and possible reserve
component.

A key element of Whiting's ability to retain its ratings was
pursuing diversifying growth, while retaining sound unit full-
cycle costs and leverage on PD reserves.  However, so far, unless
Whiting launches equity soon, its funding strategy will not match
that anticipated by Moody's.  The new April 2004 Ba3 Senior
Implied and B2 senior subordinated note ratings were based largely
on:

   * conservative initial leverage,
   * reasonable track record given the restraints of its prior
     control and ownership by a regulated utility,
   * Whiting's commitment to adequately fund material acquisitions
     with common equity, and
   * adequate unit economics, scale, and diversification for the
     ratings at the time.

The ratings were assigned with a modest degree of room for
diversifying acquisitions to be funded solely by debt.  However,
assuming the four acquisitions announced since mid-2004 remain
funded with debt, leverage will have jumped 115% since
June 30, 2004, rising from $2.79/boe of PD reserves to in the
range of a pro-forma $6/boe of PD reserves.  Debt/Capital will
have risen from 35% to roughly 65%.  If Whiting eventually
refinances debt with equity, it would then reestablish its
capacity to make material acquisitions and gain added flexibility
for price weakness and capital spending programs.

Ratings under review for downgrade include Whiting's:

     i) B2 rated $150 million of 8-year senior subordinated
        guaranteed notes;

    ii) Ba3 Senior Implied Rating; and

   iii) B1 Senior Unsecured Issuer rating.

Whiting Petroleum Corporation is headquartered in Denver,
Colorado.


WORLDCOM INC: MCI Board Members to Purchase Stock with Fees
-----------------------------------------------------------
MCI, Inc. (Nasdaq:MCIP) reported that members of its Board of
Directors will invest 25 percent of their directors' fees in MCI
Common Stock. By using a portion of their compensation to purchase
company stock, the directors are implementing the latest in a
series of initiatives designed to promote good corporate
governance.

MCI has withheld 25 percent of all directors' fees earned since
the fourth quarter of 2003 and will transfer those funds to a
broker, which will purchase the shares on behalf of each director.  
Shares will be held in individual accounts in each director's name
and the directors will control their accounts. Going forward,
directors will continue to purchase shares on a quarterly basis
using this method.  All shares purchased will be subject to
certain long-term retention requirements.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532). On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts. The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (Worldcom Bankruptcy News,
Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDWATER CORP: Executes $2 Million Contract for AquaMax(TM)
-------------------------------------------------------------
WorldWater Corporation (OTCBB: WWAT), the world's sole provider of
cutting edge patented high-volume solar powered technology with
diverse commercial applications in a broad range of industries,
has executed a $2 million contract for its proprietary AquaMax(TM)
pumping system at a California citrus ranch.

WorldWater's proprietary and patented AquaMax(TM) system will
drive a high powered 200 horsepower pumping system at the
facility, establishing the most powerful solar powered irrigation
system in the world. The project represents a quantum leap forward
in the deployment of large-scale solar power pumping technology
and demonstrates the viability of solar power for broad
applications in virtually all industries anywhere in the world.

"While many of the world's finite energy sources are being
depleted at a disquieting rate, as evidenced by the current global
oil crisis. WorldWater's ability to harness the unlimited power of
the sun with our proprietary AquaMax systems represents
breakthrough technology," said Quentin T. Kelly, WorldWater's
chairman and CEO. "Our patented technology can deliver up to 600
horsepower - more than 100 times as powerful as the nearest
competitors - making ours the only products available anywhere in
the world that can deliver the water-pumping horsepower required
for large scale commercial applications. Installations such as the
one at this California agricultural facility clearly demonstrate
how WorldWater has enabled solar power to achieve an unparalleled
level of practicality and cost-effectiveness for a broad spectrum
of commercial mainstream uses."

"California is one of the leading states in the development of
solar and renewable energy, and is the proving ground of many of
the world's most advanced solar power systems," continued Mr.
Kelly. "This new ranch irrigation system is just the latest in a
series of major projects in development for WorldWater in
California."

Among WorldWater's recent milestones powered by its AquaMax(TM)
solar power technology in California are:

   -- Supply of a powerful one megawatt solar system for Cerro
      Coso Community College in Ridgecrest, projected to furnish
      an unprecedented 60% of the institution's electricity
      requirements;

   -- Design and installation of the world's largest solar-powered
      commercial refrigeration system, for a 350 horsepower
      hydracooler for a food processing facility in Edison;

   -- Development of a 50 horsepower solar pumping system for an
      agricultural facility in Firebaugh.

                           About WorldWater

WorldWater Corp., a full-service, international solar engineering
and water management company with unique, high-powered and
patented solar technology, provides solutions to a broad spectrum
of the world's water supply and energy problems. The Company's
recently patented AquaMax(TM) solar pumping systems, capable of
driving motors up to an unprecedented 600 horsepower, make
WorldWater the first solar company in the world with the power to
deliver mainstream motor-drive and pumping capability. The Company
is also a pioneering provider of solar powered water systems in
the Philippines and developing nations in Africa and Asia.

At June 30, 2004, WorldWater Corp.'s balance sheet showed a
$4,421,431 stockholders' deficit, compared to a $3,941,442 deficit
at December 31, 2003.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA        (378)         291       13
Alliance Imaging        AIQ         (68)         628       20
Amazon.com              AMZN     (1,036)       2,162      568  
Blount International    BLT        (397)         400       83
Cell Therapeutic        CTIC        (83)         146       72
Centennial Comm         CYCL       (547)       1,540       13  
Choice Hotels           CHH        (118)         267      (42)  
Cincinnati Bell         CBB        (640)       2,074      (47)
Compass Minerals        CMP        (144)         687      106
Cubist Pharmacy         CBST        (18)         223       91
Delta Air Lines         DAL        (384)      26,356   (1,657)
Deluxe Corp             DLX        (298)         563     (309)  
Domino Pizza            DPZ        (718)         448       (1)
Echostar Comm           DISH     (1,033)       7,585    1,601  
Graftech International  GTI         (97)         967       94  
Hawaian Holdings        HA         (143)         256     (114)    
Idenix Pharm            IDIX        (28)          67       30
Imax Corporation        IMAX        (52)         250       47  
Kinetic Concepts        KCI        (246)         665      228  
Lodgenet Entertainment  LNET       (129)         283       (6)
Lucent Tech. Inc.       LU       (3,371)      15,765    2,818
Maxxam Inc.             MXM        (602)       1,061      127
Memberworks Inc.        MBRS        (20)         249       89
Millennium Chem.        MCH         (46)       2,398      637  
McDermott Int'l         MDR        (363)       1,249      (24)
McMoRan Exploration     MMR         (54)         169       83
Northwest Airlines      NWAC     (1,775)      14,154     (297)  
Nextel Partner          NXTP        (13)       1,889      277  
Per-se Tech. Inc.       PSTI        (18)         172       41        
Pinnacle Airline        PNCL        (48)         128       13
Phosphate Res.          PLP        (420)         306        3
Qwest Communication     Q        (1,016)      26,216   (1,132)
Rightnow Tech.          RNOW        (13)          29       (9)
Sepracor Inc            SEPR       (619)       1,020      256  
St. John Knits Int'l    SJKI        (65)         234       69
UST Inc.                UST        (115)       1,726      727  
Valence Tech.           VLNC        (52)          21       (5)
Vector Group Ltd.       VGR          (3)         628      142
WR Grace & Co.          GRA        (184)       2,874      658
Western Wireless        WWCA       (225)       2,522       15


                             *********

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
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related conferences are encouraged. Send announcements to
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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
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Monthly Operating Reports are summarized in every Saturday edition
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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, Emi Rose S.R. Parcon, Bernadette C. de Roda, Rizande B.  
Delos Santos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie  
Sabijon 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
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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 ***