TCR_Public/041001.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 1, 2004, Vol. 8, No. 212

                           Headlines

ACCERIS COMMS: Will Restate Financial Results Due to Errors
AIR CANADA: Inks $1.3 Bil. Purchase Agreement for 45 EMBRAER 190s
ARMSTRONG: Continues Dutch Operations Amidst Employee Strike
BELL CANADA: Shareholder Appeal Class Action Suit to Supreme Court
BERKLINE/BENCHCRAFT: S&P Gives B+ Corp. Credit & Bank Loan Ratings

BERKLINE/BENCHCRAFT: Moody's Puts B1 Ratings on $145M Facilities
CANWEST MEDIA: S&P Puts B+ Rating on C$911M Sr. Secured Term Loan
CARBIZ INCORPORATED: July 31 Balance Sheet Upside-Down by $626K
CATELLUS DEVT: Selling Mission Bay Property to Bosa for $200 Mil.
CATHOLIC CHURCH: Portland Wants Lease Decision Period Extended

CHAMPIONSHIP AUTO: Files Delayed 2nd Qtr. Financials with SEC
CITICORP MORTGAGE: Fitch Puts Low-B Rating on Classes B-4 & B-5
COLUMBIA HOUSING: S&P Slashes $3.2M Bonds' Rating to BB from A-
COMM 2001-FL5: Fitch Junks Certificate Classes L-HH & M-HH
CWMBS INC: Fitch Places Low-B Ratings on Privately Offered Classes

DECONIE MASONRY: Case Summary & 20 Largest Unsecured Creditors
DOBSON COMMUNICATIONS: Will Defer Paying Preferred Stock Dividends
EGAIN COMMS: Inks Restructuring Pact with Preferred Stockholders
ENRON CORP: ENA Wants Court Approval of ECS Bidding Procedures
ENRON: ENA Wants Court to Approve $1,548,660 Paragon Break-Up Fee

EQUIFIN INC: Comments on Proposed Equinox Portfolio Sale
EXIDE TECHNOLOGIES: Court Approves Settlement of Stamford Claim
FIBERMARK: Court Denies Shareholders' Request for Equity Committee
FIRST CHICAGO: Fitch Affirms Low-B & Junk Ratings on Three Classes
FOXMEYER CORP: Bart Brown Ups Unsecured Distribution to 64.4%

GALEY & LORD: U.S. Trustee Picks 7-Member Creditors Committee
GEO SPECIALTY: Hires Deloitte & Touche as Reorganization Advisors
GRAFTECH INT'L: Elects Frank Riddick, III to Board of Directors
GRAHAM PACKAGING: Prices Senior & Senior Subordinated Notes
GREEN TREE: S&P Junks 65 Housing Trust Certificate Classes

HOMESTEADS AT NEWTOWN: Needs to Access GECC's Cash Collateral
HOUSTON HYATT: Fitch Downgrades Four 2001 Mortgage Certificates
HYPPCO FINANCE: Fitch Affirms $115M Class A-2 Notes' Junk Rating
IMPAC MEDICAL: PwC Replaces Deloitte as Independent Auditor
INGRAM MICRO: Moody's Affirms 9.875% Senior Notes' Ba2 Rating

INTEGRATED ELECTRICAL: Gets Waivers From Sr. Sub. Noteholders
INTERSTATE BAKERIES: Gets Okay to Maintain Existing Bank Accounts
INTERSTATE BAKERIES: Court Waives Investment & Deposit Guidelines
KAISER ALUMINUM: Court Approves Credit Covenant Limited Waiver
KAISER ALUMINUM: Wants to Sell Queensland Alumina Stake to Comalco

KEYSTONE CONSOLIDATED: U.S. Trustee Alters Creditors' Committee
KMART HOLDING: Finalizes $575.9 Million 50-Store Sale to Sears
KMART: Continental Wants Kmart to Settle KAZ's $793,201 Claim
LIBERATE TECH: SEC Terminates Probe & Sues 2 Former Officers
LITTLETON REGIONAL: S&P Upgrades Revenue Bonds' Rating to BB

MAXIM CRANE: Wants to Hire Kirkland & Ellis as Counsel
MAXIM CRANE: U.S. Trustee Names 8-Member Creditors' Committee
MEDIABAY INC: Appeals Delisting Notice From Nasdaq Panel
NATIONAL CONS: Wants to Sell Maintenance Business to B&M C$1 Mil.
NHC COMMS: Reports C$6.1 Million Stockholders' Deficit at July 31

PONTIAC OSTEOPATHIC: Moody's Shaves Long-Term Bond Rating to Ba1
POPE & TALBOT: Distributes $0.08 per Share 4th Quarter Dividend
RADIANT ENERGY: Balance Sheet Upside-Down by C$9.7 Mil at July 31
RCN CORP: Wants Exclusive Period to File Plan Stretched to Dec. 31
RED HAT: Board Okays $100 Million Common Stock Repurchase Program

RESIDENTIAL ACCREDIT: Fitch Rates Privately Offered Classes Low-B
RETIREMENT RESIDENCES: Mortgage Bonds Mature & S&P Pulls BB Rating
RIVERSIDE FOREST: Board Reiterates Stand Against Tolko Offer
SCHLOTZSKY'S: U.S. Trustee Picks 10-Member Creditors' Committee
SEQUOIA MORTGAGE: Fitch Puts Low-B Ratings on Classes B-4 & B-5

SIGNATURE CAR SPA: Case Summary & 11 Largest Unsecured Creditors
STRUCTURED ASSET: S&P Affirms Low-B Ratings on 67 Cert. Classes
TECHNEGLAS INC: U.S. Trustee Picks 9-Member Creditors' Committee
TRIUMPH HEALTHCARE: S&P Puts B Rating on Senior Secured Facility
TXU CORP: Subsidiary & CSFB Halt Energy Marketing & Trading Deal

UNITED SUB: Moody's Places B1 Ratings on $185M Senior Facilities
US AIRWAYS: Dispatchers Ratify Pact to Save $4.5 Million Annually
US AIRWAYS: Names S. Morrell & H. Tremont as Vice Presidents
US AIRWAYS: Wants to Walk Away from 23 Aircraft Leases
VISTA GOLD: Raises $6.5 Million in Private Equity Placement

WORLDCOM INC: GP Strategies Reports Case Status Against MCI & EDS

* Alvarez & Marsal Launches Tax Advisory Services Group
* Clark Nuber Names Steven Shulze First Director of Accounting
* Texas Monthly Recognizes 56 Winstead Attorneys as Super Lawyers

* BOOK REVIEW: The Story Of The Bank Of America

                           *********

ACCERIS COMMS: Will Restate Financial Results Due to Errors
-----------------------------------------------------------
Acceris Communications, Inc., (OTCBB:ACRS) said that it will be
restating its prior financial statements to correct for an error.

Management concluded that the accounting principles as set forth
in Emerging Issues Task Force Issue No. 00-27 -- EITF 00-27,
regarding Beneficial Conversion Feature -- BCF, had not been
properly applied in current and prior years to its convertible
debentures issued in March 2001.  The initial determination of the
BCF in 2001 at the issue date was correct.  However, adjustments
to the number of shares and their conversion price were made under
the debentures' anti-dilution provisions.  The various anti-
dilution events and their respective impacts on the number of
shares and the conversion price were disclosed in the Company's
previous public filings.  However, the principles under EITF 00-27
also require a redetermination of the BCF at each date an anti-
dilution event occurred.  This redetermination was not completed
in prior reporting periods.  Additionally, the accumulation of
unpaid interest costs on these same convertible debentures has
been deemed to be interest paid in kind -- PIK, such interest also
contains a conversion feature which once assessed as PIK interest
required the determination of a BCF.  This determination was not
made by the Company in its prior reportings.

This matter was first raised by the Company's recently appointed
independent auditors, BDO Seidman, LLP, in the course of their
review of the Company's prior public filings.  After discussions
among the Company's management, BDO, and the Company's prior
auditors, PriceWaterhouseCoopers, LLP, the Company's management
concluded that a correction of the prior accounting on this matter
was required.  The Company's management brought the matter for
consideration before the Audit Committee and the full Board of
Directors of the Company.  Having considered the circumstances
underlying the accounting errors and their effects upon the
Company's prior filings, and having discussed the matter with the
BDO and PWC representatives as well as the Company's management,
the Audit Committee concluded that the previously issued financial
statements should not be relied upon and approved and authorized
the Company's management to amend certain previously filed public
reports.

Therefore, the Company management will shortly:

     (i) file its Quarterly Report on Form 10-Q for the second
         fiscal quarter of 2004, and

    (ii) amend previously filed Annual Reports on Form 10-K and
         Quarterly Reports on Form 10-Q for all fiscal years and
         quarters since the fourth quarter of 2002.

The correction of these errors results in an increase in deemed
interest expense and net loss, in all reporting periods from the
fourth quarter of 2002 through the first quarter of 2004, and a
reduction in reported liabilities and stockholders' deficit in all
reporting periods from the fourth quarter of 2002 through the
first quarter of 2004.  

The Company has filed a Form 8-K with the Securities and Exchange
Commission detailing the impact of this error and has also
indicated that it expects to amend existing securities filings
accordingly and to become current in its filings shortly.

The Company urges investors not to rely on the financial
information included in the Company's prior public reports for the
affected fiscal periods filed pursuant to the Securities Exchange
Act of 1934, as amended, until it restates such financial
information and files the affected public reports with the U.S.
Securities and Exchange Commission.

The effect of these errors, by reporting period, is:

                     Three months    Three months   Three months
                         ended           ended          ended
                     Dec. 31, 2002  March 31, 2003  June 30, 2003
                     -------------  --------------  --------------
Net income (loss) as
currently reported                                             
on Form 10-K or 10-Q     $(11,117)       $(14,895)       $(3,713)
                                                                     
Correction of EITF
00-27 errors                 (301)           (902)        (1,089)
                          --------        --------        -------
Net loss as expected to
be reported on revised
Form 10-K or 10-Q        $(11,418)       $(15,797)       $(4,802)
                          ========        ========        =======

                     Three months    Three months   Three months
                         ended           ended          ended
                    Sept. 30, 2003   Dec. 31, 2003  March 31, 2004
                    --------------  --------------  --------------
Net income (loss) as
currently reported                                               
on Form 10-K or 10-Q     $ (3,257)       $ (4,456)       $   594
                                                                     
Correction of EITF
00-27 errors               (1,337)        (1,779)         (1,801)
                          --------        --------        -------
Net loss as expected to
be reported on revised
Form 10-K or 10-Q        $ (4,594)       $ (6,235)      $ (1,207)
                          ========        ========        =======

Effect of the restatements on the consolidated balance sheets     
(in thousands of dollars):
                                          
                         As at           As at           As at
                     Dec. 31, 2002  March 31, 2003  June 30, 2003
                     -------------  --------------  -------------
Notes payable to a
related party:                                            
As currently reported
  on Form 10-K or 10-Q    $  30,058       $  30,496     $  30,985
                                                                
Correction of EITF
  00-27 errors               (6,109)         (5,364)       (4,437)
                          ---------       ---------     ---------
As expected to be reported
  on revised Form 10-K
  or 10-Q                 $  23,949       $  25,132     $  26,548
                          =========       =========     =========

Additional paid-in capital:                                
As currently reported on                                     
  Form 10-K or 10-Q       $ 129,553       $ 129,553     $ 129,618
                                                               
Correction of EITF
  00-27 errors                6,410           6,567         6,729
                          ---------       ---------     ---------
As expected to be reported
  on revised Form 10-K
  or 10-Q                 $ 135,963       $ 136,120     $ 136,347
                          =========       =========     =========
Accumulated deficit:
As currently reported on                                          
  Form 10-K or 10-Q       $(194,301)      $(209,196)    $(212,909)
                                                               
Correction of EITF
  00-27 errors                 (301)         (1,203)       (2,292)
                          ---------       ---------     ---------
As expected to be reported
  on revised Form 10-K
  or 10-Q                 $(194,602)      $(210,399)    $(215,201)
                          =========       =========     =========
Stockholders' equity
(deficit):                                              
As currently reported on                                       
  Form 10-K or 10-Q       $ (63,925)      $ (78,820)   $  (82,468)
                                                                  
Correction of EITF
  00-27 errors                6,109           5,364         4,437
                          ---------       ---------     ---------
As expected to be reported
  on revised Form 10-K
  or 10-Q                 $ (57,816)      $ (73,456)   $  (78,031)
                          =========       =========     =========

                         As at           As at           As at
                    Sept. 30, 2003   Dec. 31, 2003  March 31, 2004
                    --------------   -------------  --------------
Notes payable to a
related party:                                            
As currently reported on                                      
  Form 10-K or 10-Q      $  33,483       $  35,073      $  41,060
                                                                 
Correction of EITF
  00-27 errors              (3,265)         (6,356)        (4,834)
                          ---------       ---------     ---------
As expected to be reported
  on revised Form 10-K
  or 10-Q                $  30,218       $  28,717      $  36,226
                          =========       =========     =========
Additional paid-in capital:                                     
As currently reported on                                       
  Form 10-K or 10-Q      $ 129,618       $ 171,115      $ 171,192
                                                               
Correction of EITF
  00-27 errors               6,894          11,764         12,043
                          ---------       ---------     ---------
As expected to be reported
  on revised Form 10-K
  or 10-Q                $ 136,512       $ 182,879      $ 183,235
                          =========       =========     =========
Accumulated deficit                                                
As currently reported on                                           
  Form 10-K or 10-Q      $(216,166)      $(220,622)     $(220,028)
                                                                
Correction of EITF
  00-27 errors              (3,629)         (5,408)        (7,209)
                          ---------       ---------     ---------
As expected to be reported
  on revised Form 10-K
  or 10-Q                $(219,795)      $(226,030)     $(227,237)
                         =========       =========     =========
Stockholders' equity
(deficit):                                              
As currently reported on                                        
  Form 10-K or 10-Q      $ (85,725)      $ (49,309)     $ (47,292)
                                                                
Correction of EITF
  00-27 errors               3,265           6,356           4,834
                          ---------       ---------     ---------
As expected to be reported
  on revised Form 10-K
  or 10-Q                $ (82,460)      $ (42,953)     $ (42,458)
                         =========       =========     =========

                         About Acceris

Acceris is a broad based communications company serving
residential, small and medium-sized business and large enterprise
customers in the United States.  A facilities-based carrier, it
provides a range of products including local dial tone and 1+
domestic and international long distance voice services, as well
as fully managed and fully integrated data and enhanced services.
Acceris offers its communications products and services both
directly and through a network of independent agents, primarily
via multi-level marketing and commercial agent programs.  Acceris
also offers a proven network convergence solution for voice and
data in Voice over Internet Protocol communications technology and
holds two foundational patents in the VoIP space.


AIR CANADA: Inks $1.3 Bil. Purchase Agreement for 45 EMBRAER 190s
-----------------------------------------------------------------
Air Canada signed a purchase agreement for 45 EMBRAER 190
aircraft.  The purchase agreement, contingent upon Air Canada's
emergence from the Companies' Creditor Arrangement Act -- CCAA,
also contains options for up to 45 additional aircraft.  
Deliveries of the aircraft, configured for dual class seating, are
scheduled to begin in November 2005.

This announcement confirms the commercial proposal signed by Air
Canada in December 2003 and allows Embraer to add 45 new firm
orders and 45 options to its orderbook.  The firm order is valued
at $1.35 billion, at list price, with a potential value of more
than $2.7 billion if all options are exercised.

"The introduction of new generation small jet aircraft to our
fleet is a key component of Air Canada's restructuring business
plan to implement high frequency, low-cost services on new and
existing routes in Canada and the United States," said Robert
Milton, Air Canada President and CEO.  "Consistent with this
strategy, the EMBRAER 190 will be deployed to pursue strategic
market opportunities in North America while offering customers a
premium travel experience with enhanced space, comfort and
convenience," he said.

"Air Canada conducted a very comprehensive technical and
operational evaluation of several aircraft before selecting the
EMBRAER 190, which makes their choice even more rewarding for us,"
said Frederico Fleury Curado, Embraer Executive Vice-President --
Civil Aircraft.  "With the purchase agreement finalized, Air
Canada becomes the third customer worldwide to order the EMBRAER
190," he added.

Air Canada will configure the EMBRAER 190 aircraft in two classes
of service with a First Class, three-abreast seating
configuration, and an Economy class with four-abreast seating
offering 33 inches of legroom.

As of June 30, 2004, the EMBRAER 170/190 family had logged 273
firm orders and 347 purchase options.

                   About Embraer Image Gallery

Effective July 19, 2004, an improved version of Embraer's Image
Gallery allows users faster and easier access to a wide range of
photographs covering Embraer facilities, products and significant
events.  Go to http://www.embraer.com.br/

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).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.  
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.


ARMSTRONG: Continues Dutch Operations Amidst Employee Strike
------------------------------------------------------------
Armstrong Holdings, Inc., (OTC Bulletin Board: ACKHQ) indicated
that certain of its employees at its plant in Hoogezand, The
Netherlands, have not returned to work following a nationwide
planned 2-day work stoppage last week.  In January 2004, Armstrong
announced its intention to cease production at the facility in
early 2005, subject to positive advice from the Works Council, to
eliminate excess capacity serving the European markets.  The plant
supplies less than 10% of Armstrong's unit volume ceiling products
sales to the European and Asian markets.

At this time, Armstrong is unsure of the timing of a resolution
and the actual impact of this event on operations, which could
have a material impact on financial results.  Armstrong continues
to operate the facility at minimal staffing levels and is shipping
products to meet customer requirements.  Armstrong is evaluating
alternative sourcing to mitigate the impact of a continuing work
stoppage while discussions with representative unions proceed.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  

The Company filed for chapter 11 protection on December 6, 2000
(Bankr. Del. Case No. 00-04469).  Stephen Karotkin, Esq., Weil,
Gotshal & Manges LLP and Russell C. Silberglied, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors in in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities.


BELL CANADA: Shareholder Appeal Class Action Suit to Supreme Court
------------------------------------------------------------------
Bell Canada International, Inc., reported that Mr. Wilfred Shaw,
the plaintiff in one of two proposed class action lawsuits brought
on behalf of Bell Canada's common shareholders and seeking
$1 billion in damages against Bell Canada and BCE, Inc., filed an
application with the Supreme Court of Canada seeking leave to
appeal the decision of the Ontario Court of Appeal dismissing both
lawsuits as failing to disclose a reasonable cause of action.

The Shaw action was originally filed in the Ontario Superior Court
of Justice on September 27, 2002, and sought court approval to
proceed by way of class action on behalf of all persons who owned
Bell Canada common shares on December 3, 2001 in connection with
the issuance of BCI common shares on February 15, 2002 pursuant to
Bell Canada's Recapitalization Plan and the implementation of Bell
Canada's Plan of Arrangement approved by the Court on
July 17, 2002.  After Mr. Shaw's original action was dismissed by
the Court on May 9, 2003, Mr. Shaw filed an amended statement of
claim on June 27, 2003.  On August 30, 2003, Mr. Gillespie filed a
lawsuit that was, except with respect to the name of the
plaintiff, substantially identical to Shaw's amended statement of
claim.  These two actions were dismissed by the Court on
January 5, 2004 without leave to amend their claims.  Mr. Shaw and
Mr. Gillespie appealed this decision to the Ontario Court of
Appeal, which dismissed the appeal on July 23, 2004.  The decision
of the Ontario Court of Appeal may only be appealed to the Supreme
Court of Canada if the Supreme Court grants permission to appeal.
Mr. Shaw's application to the Supreme Court seeks that permission.

Bell Canada and BCE intend to oppose Mr. Shaw's leave application.  
The period within which Mr. Gillespie could have sought similar
leave to appeal has now expired.

Bell Canada International -- http://www.bci.ca/-- provides  
connectivity to residential and business customers through wired
and wireless voice and data communications, local and long
distance phone services, high speed and wireless Internet access,
IP-broadband services, e-business solutions and satellite
television services.  Bell Canada is wholly owned by BCE Inc.

Bell Canada is operating under a court supervised Plan of
Arrangement, pursuant to which it intends to monetize its assets
in an orderly fashion and resolve outstanding claims against it in
an expeditious manner with the ultimate objective of distributing
the net proceeds to its shareholders and dissolving the company.
Bell Canada is listed on the Toronto Stock Exchange under the
symbol BI.


BERKLINE/BENCHCRAFT: S&P Gives B+ Corp. Credit & Bank Loan Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Morristown, Tennessee-based furniture
manufacturer Berkline/BenchCraft Holdings LLC.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and '3' recovery rating to the first lien tranche,
indicating the expectation of a meaningful (50%-80%) recovery of
principal in the event of a default.

Additionally, Standard & Poor's assigned its 'B-' bank loan rating
and a '5' recovery rating to the second lien tranche of the
company's proposed bank loan, indicating negligible (0%-25%)
recovery in a default scenario.  The ratings are based on
preliminary offering statements and are subject to review upon
final documentation.  

The outlook is stable.  Pro forma for the transaction, about
$180 million in debt would have been outstanding as of
June 30, 2004.

The ratings on Berkline reflect its:

   * relatively high debt leverage,
   * its narrow product focus,
   * a longer-term vulnerability to imported products, and
   * the discretionary nature of residential furniture.  

Mitigating these concerns are the firm's reasonable market
position in the upholstered furniture sector and track record of
profitability.  

"The stable outlook assumes that the company will improve
profitability through continued expansion of its higher-margin
product lines, and will apply free cash flow to maintain its
market position and reduce debt," said Standard & Poor's credit
analyst Martin Kounitz.


BERKLINE/BENCHCRAFT: Moody's Puts B1 Ratings on $145M Facilities
----------------------------------------------------------------
Moody's Investors Service assigned Berkline/BenchCraft, LLC's
senior first lien secured bank facilities a rating of B1 and
senior second lien secured term loan a rating of B2, and assigned
Berkline/BenchCraft a senior implied rating of B1 and a senior
unsecured issuer rating of B3.  The ratings outlook is stable.  

The ratings reflect:

     (i) the benefits the company derives from its leading
         position in upholstered residential furniture,

    (ii) broad product line,

   (iii) diversified customer base and stable operating
         performance and cash flow.  

These strengths are tempered by the highly competitive and
fragmented nature of the furniture market, and the company's
leveraged balance sheet.

Assigned ratings:

   * $35 million senior secured revolving credit facility due
     2010, B1;

   * $110 million senior secured first lien term loan due 2011,
     B1;

   * $70 million senior secured second lien term loan due 2012,
     B2;

   * Senior implied rating, B1;

   * Senior unsecured issuer rating, B3.

Berkline/BenchCraft was acquired by management and the investment
firm Code Hennessy & Simmons IV LP in March 2002.  The rated
credit facilities are a part of a recapitalization package, which
will refinance existing debt and return funds to existing
shareholders.  The company's outstanding debt will increase by
approximately $80 million as a result of this recapitalization,
increasing pro forma leverage (as measured by adjusted
debt/adjusted EBITDAR) to 4.8x as of July 30, 2004.  The company
will have no debt outstanding under its revolving credit facility
as part of this recapitalization.

The ratings reflect the recent 2002 merger of the Berkline and
BenchCraft operations and the ongoing integration of these
businesses.  The ratings also reflect the highly competitive and
fragmented nature of the residential furniture business and the
relative dependence of residential furniture sales on the general
state of the economy.  Ratings reflect the threat of increased
import penetration and the possibility that increases in raw
material costs will not be able to be passed on to the consumer,
or will be passed on with a lag.

The ratings are supported by:

     (i) the company's Berkline and BenchCraft brand names;

    (ii) its broad and diversified customer and supplier base;

   (iii) its wide product line at a variety of price points;

    (iv) its number one position in motion furniture and leading
         position in upholstered furniture; and

     (v) its offshore sourcing capabilities.  

Import penetration has been less significant in upholstered
furniture than in wood furniture due to customization of the
product, the size of the product and the need for speed of
delivery.  The company's ratings are also supported by:

     (i) the company's good liquidity;

    (ii) its $35 million revolver is largely expected to be
         undrawn and limited amortization of the term loans is
         required.  

The company has historically been and is projected to be a steady
cash flow generator with relatively limited capital expenditure
and working capital requirements.

The stable rating outlook reflects the requirement that the
company will utilize 75% of excess cash flow for debt repayment
(until leverage reaches 2.5x or less), as well as the expectation
that the residential furniture sector should continue to improve
as the economy recovers, with a positive impact on the company's
cash flow and earnings.  The outlook also reflects our expectation
that the company will not undertake additional recapitalization or
relevering transactions, or make significant acquisitions or
capital expenditures.

The company's liquidity is good.  The company has historically
been able to fund its operations through its cash flow generation,
with excess cash flow expected to be utilized for debt paydown.  
The company has access to a $35 million revolving credit facility
which is expected to be undrawn at closing.  The company has
limited debt amortization requirements which is helpful to
liquidity.  There appears to be good cushion under the company's
expected financial covenants.

Ratings could be upgraded if the upturn in the residential
furniture industry continues and positively impacts
Berkline/BenchCraft and if Berkline/BenchCraft utilizes excess
cash flow for debt reduction as expected.  Ratings could be
upgraded if the company's ratio of adjusted debt/adjusted EBITDAR
falls to the 4x range or below and free cash flow/total adjusted
debt is in the range of 12-15%.

Although Moody's currently views it as unlikely, ratings could be
downgraded if:

   (1) the recovery in the residential furniture market does not
       continue;

   (2) Berkline/BenchCraft's market position deteriorates; and

   (3) credit metrics decline with adjusted debt/adjusted
       EBITDAR increasing to over 5x and free cash flow/total
       adjusted debt falling into the single digits.

Moody's rated the senior first lien secured bank facilities at the
same B1 level as the senior implied rating, as the first lien
facility will constitute the majority of the outstanding debt.  
Tangible and intangible collateral does not appear to be
sufficient for the first lien facility to be notched up from the
senior implied rating, despite the first priority security
interest in all assets.  The second lien term loan is rated one
notch below the first lien facility at B2 due to its second
priority security interest in all assets.  The senior unsecured
issuer rating, which is at the holding company, is rated two
notches below the senior implied rating at B3.

Headquartered in Morristown, Tennessee, Berkline/BenchCraft is a
leading manufacturer of motion upholstery furniture, freestanding
reclining chairs and stationary furniture.


CANWEST MEDIA: S&P Puts B+ Rating on C$911M Sr. Secured Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '2' recovery rating to Winnipeg, Man.-based CanWest
Media Inc.'s C$911 million senior secured term E loan due
August 2009.  The loan is rated the same as the long-term
corporate credit rating.  The '2' recovery rating indicates the
expectation of a substantial recovery of principal (80%-100%) in
the event of a default or bankruptcy.  At the same time, Standard
& Poor's affirmed its 'B+' long-term corporate credit rating on
CanWest Media.  The outlook is stable.

Proceeds from the new term E loan were used to repay CanWest
Media's previous term D loan.  The company had about C$2.3 billion
in total debt outstanding at May 31, 2004.

"The ratings on CanWest Media reflect its weak credit measures,
high debt leverage, and competitive operating environment," said
Standard & Poor's credit analyst Lori Harris.  These factors are
partially offset by the company's leading Canadian market position
and business diversity afforded by its newspaper publishing and
television broadcasting assets, which alleviates the effect of the
advertising revenue and newsprint price cycles.  

The company benefits from a favorable regulatory environment in
Canada that limits foreign competition and ownership.  
Furthermore, CanWest Media's investment in Australia-based Network
Ten has generated meaningful cash flow for the company given
Network Ten's solid operating performance.

CanWest Media's business diversity was demonstrated earlier in
2004, helping to offset segment cyclicality.  Revenues decreased
by 2% in the nine months ended May 31, 2004, compared with the
same period a year earlier due to the divestiture of certain
newspapers last year and weakness in advertising sales related to
the company's Canadian television broadcasting operations (about
35% of total revenues).  

The revenue decline was partially offset by better performance, on
a pro forma basis, in the company's Canadian newspaper division
(55%) and international media operations (10%), which include
interests in television and radio in Australia, New Zealand, and
Ireland.  

CanWest Media's reported operating profit declined by 7% in the
nine months ended May 31, 2004, compared with the same period a
year earlier, driven by a 29% drop in Canadian broadcasting
profits from increased programming costs, partially offset by
improvements in each of the other segments.
     
The stable outlook reflects Standard & Poor's expectations that
CanWest Media will maintain its solid business profile,
particularly its broadcast television audience, newspaper
readership, and circulation market shares.

In addition, the company is expected to maintain credit ratios in
line with ratings through lowering debt levels to offset accretion
in holding company PIK -- payment-in-kind -- notes.


CARBIZ INCORPORATED: July 31 Balance Sheet Upside-Down by $626K
---------------------------------------------------------------
In the second quarter, three months ended July 2004, sales
increased over the previous year by 19%. This increase was due
primarily to the incremental increase from our auto credit
division. "Carbiz Auto Credit had sales of $189,530 up to July
2004 and is on track as compared to our projections" stated Carl
Ritter, Chief Executive Officer, "I am pleased with the quarter
results, we expect the Palmetto facility to deliver greater
results in sales and operating profit in the third quarter."

The gross profit increase was due mainly to currency fluctuations
between the Canadian and U.S. dollar and non-recurring development
costs incurred in 2003.  Operating expense increased on a quarter
to quarter basis and continues to increase year to date mainly due
to the adoption of the fair value method of employee stock-based
compensation provision under Section 3870 of the CICA Handbook
which added an expense of $125,375 in Q2 and $272,425 year-to-
date.  An additional $75,921 will be expensed in the third
quarter.  Although the total consolidated operations losses
increased, the Carbiz Auto Credit portion of the Company had an
operating profit of $4,277

For the six-month period ending July 31, 2004, Carbiz reports $2.3
million in revenues, down $165,000 from a year earlier, and a $1.1
million net loss.  The Company's July 31, 2004, Balance Sheet
shows $1.2 million in total assets and liabilities exceeding
assets by $626,000.  

                            Outlook

"The third quarter will be an exciting period for the
corporation", stated Stan Heintz, Chief Operating Officer of
Carbiz.  With the start of TaxMax season, the second Carbiz Auto
Credit facility scheduled to open in November 2004 and growth in
software sales from the IDA software product we are well
positioned for a strong finish to the year.

Based in Toronto and Sarasota, Florida, Carbiz Inc., is a provider
of Internet and software solutions to the North American
automotive industry.  Carbiz's suite of business solutions include
dealer software products focused on the finance, sub-prime
finance, buy-here pay-here finance solutions, lead generation,
Internet and training services.  Carbiz has provided thousands of
products to dealers in the U.S., Canada, and other countries and
currently supports over 3000 dealers with a recurring revenue
model plus individual product sales.


CATELLUS DEVT: Selling Mission Bay Property to Bosa for $200 Mil.
-----------------------------------------------------------------
Catellus Development Corporation (NYSE: CDX) entered into a
contract to sell land entitled for residential for-sale units and
supporting retail space at Mission Bay in San Francisco,
California, to Bosa Development California, Inc., for
approximately $119 million.

The transaction consists of the sale of the portions of Mission
Bay Blocks 2, 11, 12, and 13 that are entitled for market rate
residential units, and is structured with four closings scheduled
to occur from April 2006 to April 2008.

Catellus also said that during the past several months it placed
five other Mission Bay land parcels under contract with and taken
deposits from multiple developers for a total sale price of
approximately $81 million.  Entitlements for the five parcels
include residential for-sale, for-rent, and affordable housing
units.  These transactions are projected to close over the next
15 months.

In total, the transactions represent entitlements for
2,300 residential units, leaving entitlements for approximately
800 residential units at Mission Bay.

"We are pleased with the progress overall at Mission Bay.  These
current transactions highlight the strong residential market in
San Francisco," commented Nelson C. Rising, Catellus chairman and
CEO.  "It is especially pleasing that we have expanded on an
existing relationship with Bosa, a well regarded residential
developer who previously acquired from us several parcels at Santa
Fe Depot in San Diego, and we welcome them to Mission Bay."

Catellus Development Corporation is a publicly traded real estate
development company that began operating as a real estate
investment trust effective January 1, 2004.  The company owns and
operates approximately 41.4 million square feet of predominantly
industrial property in many of the country's major distribution
centers and transportation corridors.  Catellus' principal
objective is sustainable, long-term growth in earnings, which it
seeks to achieve by applying its strategic resources:  

   * a lower-risk /higher-return rental portfolio,

   * a focus on expanding that portfolio through development, and

   * the deployment of its proven land development skills to
     select opportunities where it can generate profits to recycle
     back into its business.

More information is available at http://www.catellus.com/

                          *     *     *

As reported in the Troubled Company Reporter on April 14, Standard
& Poor's raised its corporate credit rating on Catellus
Development Corp. to 'BB+' from 'BB'.  The outlook remains
positive.  The company currently has no publicly rated securities
outstanding.

"The upgrade reflects the benefits from Catellus' recent
conversion to a real estate investment trust -- REIT, as well as
management's stated desire to focus operations on the core
industrial portfolio and the possibility of eventually
incorporating an unsecured financing strategy," said Standard &
Poor's credit analyst Scott Robinson.  "The positive outlook
anticipates ongoing progress toward achieving these objectives,
including the full liquidation of non-core assets, as well as a
continuation of comparatively good operating results."

Management has done a commendable job expanding the stabilized
operating portfolio while profitably divesting of non-core assets.  
This expansion, when combined with the recent REIT conversion,
will result in a more stable and predictable revenue stream and
has laid the foundation for an improved financial profile.
Standard & Poor's will continue to monitor management's progress
of paring down non-core business investments and evaluate evolving
financing policies to determine the potential for additional
longer-term ratings improvement.


CATHOLIC CHURCH: Portland Wants Lease Decision Period Extended
--------------------------------------------------------------
The Archdiocese of Portland in Oregon provides ecclesiastical,
charitable, and business services and support to 124 parishes and
other religious and charitable entities within a geographical area
bordered on the north by Washington, on the south by California,
on the east by the crest of the Cascade Mountains, and on the west
by the Pacific Ocean.

The Archdiocese leases and operates various real properties,
including its Pastoral Center, a warehouse, and other properties
related to the operations of its ministries.

The Archdiocese is a named lessee under unexpired nonresidential
real property leases that relate to the use or occupancy of real
property located at:

    * 4440 SW 148th, Beaverton, Oregon, known as St. John Vianney
      Retired Priests Residence, with the Sisters of St. Mary of
      Oregon as Lessor; and

    * 1613-1619 W. Burnside Street, Portland, Oregon, with the
      Bank of California, National Association, as Lessor.

Section 365 of the Bankruptcy Code provides that a debtor has 60
days after the commencement of its Chapter 11 case to decide
whether to assume, assume and assign, or reject its unexpired
nonresidential leases.  The lease decision period may be extended,
for cause.

The Archdiocese asks Judge Perris to extend the period within
which it may assume, assume and assign, or reject all of its
unexpired nonresidential real property leases until confirmation
of the Plan.

Thomas W. Stilley, Esq., at Sussman Shank, LLP, in Portland,
Oregon, explains that the Archdiocese requires additional time to
decide whether to assume, assume and assign, or reject its leases.  
Mr. Stilley relates that the leases are basic to the operation of
certain of the Archdiocese's ministries.  The Archdiocese
performed and will continue to perform its obligations under the
leases.

                          Lease Agreements

Certain schools and parishes are named parties to certain
contracts, Joint Use Agreements, Rental Agreements, and Leases
that relate to the use or occupancy of real property:

    Location                      Conterparty/Lessor
    --------                      ------------------
    11695 SW Park Way             Cedar Hills United Church
    Portland, Oregon               of Christ

    Between 9th Street on         Greater Albany School District
    the north and Ellsworth
    Street on the east, 11th
    Street on the south,
    and Ferry Street on the
    west, Albany, Oregon

    2127 NW Monroe, and           Trinity Court, LLC
    2200 NW Jackson,
    Corvallis, Oregon

    76387 Crestview Street        Union Pacific Railroad
    Oakridge, Oregon

    17435 NW West Union Road      The Episcopal Bishop
    Portland, Oregon

    17705 NW Springville Road     Portland Community College
    Portland, Oregon

    1410 Pine Street              Marion County, Oregon
    Silverton, Oregon

    West 10th Street              Jackson County, Oregon
    Medford, Oregon

    37th and Ainsworth            City of Portland Parks
    Portland, Oregon              & Recreation Department

    SE Bybee and                  City of Portland Parks
    SE McLoughlin Boulevard       & Recreation Department
    Portland, Oregon

    SE 7th and SE Miller          City of Portland Parks
                                  & Recreation Department

    10800 N. Denver Street        City of Portland Parks
    Portland, Oregon              & Recreation Department

    11800 NE Shaver               Parkrose School District
    Portland, Oregon

    1844 SE Morrison              PGE Park
    Portland, Oregon

    9260 SE Stark Street          Cascade Athletic Club
    Portland, Oregon

    935 NE 33 'd Avenue           Laurelhurst Presbyterian Church
    Portland, Oregon

    324 NE 12th Avenue            Portland Tennis Center
    Portland, Oregon

    8333 NE Russell Street        Nelson's Nautilus Plus
    Portland, Oregon

    2200 NE 71St Avenue           Rose City Golf Course
    Portland, Oregon

    14015 NE Glisan Street        Glendoveer Golf Course
    Portland, Oregon

    3500 N. Victory Boulevard     Heron Lakes Golf Course
    Portland, Oregon

The inclusion of the Archdiocese as a named party in some of these
Lease Agreements is for the benefit of a particular parish or
school.

The Archdiocese does not believe these Lease Agreements are
subject to its assumption, assumption and assignment or rejection.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  The Archdiocese of Portland in Oregon filed for chapter
11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq. and William N. Stiles, Esq. of Sussman
Shank LLP represent the Portland Archdiocese in its restructuring
efforts.  Portland's Schedules of Assets and Liabilities filed
with the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CHAMPIONSHIP AUTO: Files Delayed 2nd Qtr. Financials with SEC
-------------------------------------------------------------
Championship Auto Racing Teams, Inc., (Pink Sheets: CPNT.PK) filed
its 10-Q for the quarter ended June 30, 2004.

The Company delayed the filing of this report because of the
bankruptcy of its operating subsidiary CART, Inc.  The Company
sold all of its operating assets and is in the process of winding
up its affairs.  The Form 10-Q for the second quarter of 2004
reflects the Company's position as it continues to wind up its
business.

"We currently intend to liquidate our remaining assets, pay off
our remaining liabilities, and complete the process of liquidation
and winding up the Company's affairs as soon as practicable.  Our
Board of Directors has not adopted a plan of liquidation and
dissolution at this time, but will consider this option when the
liquidation and bankruptcy of our subsidiary CART, Inc., is
complete and after approval by our shareholders.  In the event
that our Board of Directors adopts a plan of liquidation and
dissolution, we would expect to incur liquidation expenses, in
addition to payments of ongoing operating expenses and settlement
of existing or potential obligations," the Company said in its
latest Form 10-Q report.

The quarterly information for the year 2004 is not comparable to
the quarterly information for 2003.

             About Championship Auto Racing Teams, Inc.

The Company's intention is to assist in completing the bankruptcy
of its subsidiary CART, Inc., and to propose to the shareholders a
plan of liquidation and dissolution of the Company.  The Company
currently intends to commence this process in 2004 with a
distribution to shareholders, if possible, in early 2005.  The
amount of any distribution would be based on a number of factors
and it is not possible for the Company to make any reasonable
predictions at this point in time as to what any ultimate
distribution, if any, will be to its shareholders.

                 CART's Chapter 11 Liquidation

CART, Inc., filed for chapter 11 protection on December 16, 2003
(Bankr. S.D. Ind. Case No. 03-23385) and continues to operate as
debtor-in-possession under the Bankruptcy Code in order to wind up
its affairs.  On August 3, 2004 CART, Inc. filed its Amended
Chapter 11 Plan and Second Amended Disclosure Statement with the
Bankruptcy Court.  The Plan provides for the distribution of the
asset sale proceeds and other currently available cash and the
liquidation and distribution of the remaining estate assets to
CART, Inc.'s creditors.  The Disclosure Statement was approved on
August 3, 2004 and the Debtor's Plan was confirmed on Sept. 23,
2004.


CITICORP MORTGAGE: Fitch Puts Low-B Rating on Classes B-4 & B-5
---------------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s, REMIC pass-through
certificates, series 2004-7, are rated by Fitch:

     -- Class IA-1 through IA-8, IA-PO, IIA-1, and IIA-PO
        ($352.8 million) 'AAA';

     -- Class B-1 ($6.0 million) 'AA';

     -- Class B-2 ($1.8 million) 'A';

     -- Class B-3 ($1.1 million) 'BBB';

     -- Class B-4 ($726,756) 'BB';

     -- Class B-5 ($363,378) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.90%
subordination provided by:

   * the 1.65% class B-1,
   * the 0.50% class B-2,
   * the 0.30% Class B-3,
   * the 0.20% privately offered class B-4,
   * the 0.10% privately offered class B-5, and
   * the 0.15% privately offered class B-6.  

In addition, the ratings reflect the quality of the mortgage
collateral, strength of the legal and financial structures, and
CitiMortgage, Inc.'s servicing capabilities -- rated 'RPS1' -- as
primary servicer.

The mortgage loans have been divided into two pools of mortgage
loans:

   A. Pool I, with an unpaid aggregate principal balance of      
      $308,601,804, consists of 669 recently originated, 23- to
      30-year fixed-rate mortgage loans secured by one- to four-
      family residential properties located primarily in
      California (20.38%).  

      The weighted average current loan to value ratio -- CLTV --
      of the mortgage loans is 68.87%.  

      Condominium properties account for 2.82% of the total pool.  
      Cash-out refinance loans represent 19.44% of the pool, and
      there are no investor properties.  

      The average balance of the mortgage loans in the pool is
      approximately $461,288.  The weighted average coupon of the
      loans is 5.752%, and the weighted average remaining term is
      355 months.


   B. Pool II, with an unpaid aggregate principal balance of
      $54,776,324, consists of 116 recently originated, 10- to 15-
      year fixed-rate mortgage loans secured by one- to four-
      family residential properties located primarily in
      California (11.48%).  

      The weighted average current loan-to-value ratio
      of the mortgage loans is 61.95%.  Condominium properties
      account for 4.09% of the total pool.  

      Cash-out refinance loans represent 19.18% of the pool, and
      there are no investor properties.  The average balance of
      the mortgage loans in the pool is approximately $472,210.  

      The weighted average coupon of the loans is 5.206%, and the
      weighted average remaining term is 173 months.
     
None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com.

All of the mortgage loans in the pools for this series were
originated by Principal Mortgage before its July 1, 2004,
acquisition by CitiMortgage.  The mortgage loans were acquired by
CitiMortgage and in turn sold to Citicorp Mortgage Securities.  A
special purpose corporation, Citicorp Mortgage Securities,
deposited the loans into the trust, which then issued the
certificates.  U.S. Bank National Association will serve as
trustee.  For federal income tax purposes, an election will be
made to treat the trust fund as one or more real estate mortgage
investment conduits.


COLUMBIA HOUSING: S&P Slashes $3.2M Bonds' Rating to BB from A-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on District
of Columbia Housing Finance Agency's $3.2 million multifamily
housing bonds (Benning Road Apartments) series 1995 five notches
to 'BB' from 'A-'.  The outlook is stable.

The downgrade reflects the continuous decline of debt service
coverage over the past several years to 0.95x maximum annual debt
service -- MADS -- in fiscal 2003 and no rental increases over the
past several years, and none applied for until the current year.

The latest audited financial results at fiscal year-end
Dec. 31, 2003, showed 0.95x MADS.  The coverage at Benning Road
has been fluctuating over the past several years, but has remained
below 1.0x since fiscal 1999 when coverage was 1.08x.  The current
debt service coverage is in line with coverage at other 'BB' rated
Section 8 issues.  The average rent at the project remained stable
in 2002 at $1,236 per unit.  Kriegsfeld Corp., the project
manager, did not apply for nor receive a rent increase over the
past several years.  In August 2004, the project manager was in
the process of preparing an application for the annual rent
adjustment.


COMM 2001-FL5: Fitch Junks Certificate Classes L-HH & M-HH
----------------------------------------------------------
Fitch Ratings downgrades COMM 2001-FL5's commercial mortgage pass-
through certificates:

   -- $19.0 million class G to 'B+' from 'BB';
   -- $1.9 million class K-HH to 'B' from 'B+';
   -- $1.4 million class L-HH to 'CCC' from 'B-';
   -- $3.3 million class M-HH to 'CCC' from 'B-'.

Fitch affirms these classes:

   -- $41.8 million class D at 'AA';
   -- $27.5 million class E at 'A+';
   -- $26.5 million class F at 'A-';
   -- Interest-only class X-2 at 'AAA'.

Fitch does not rate classes K-LG, L-LG, and M-LG.  

These classes have been paid in full:

   -- A-1, X-1, B, C, K-NB, K-FF, L-FF, M-FF, N-FF, K-CP, L-CP,
      K-GB, L-GB, K-AA, L-AA, M-AA, and N-AA.

The downgrades reflect the deterioration in the Houston Hyatt
loan, which now represents 58.0% of the trust mortgage asset.  The
loan, currently 60 days delinquent, was transferred to the special
servicer, Lennar Partners, Inc., in July 2004.  Classes L-HH and
M-HH are experiencing interest shortfalls due to special servicing
fees and an appraisal reduction recorded in September 2004.

The Houston Hyatt loan is split into a $63.8 million A note, $6.5
million B note, and a $17.2 million C note.  The K-HH,
L-HH, and M-HH classes are directly tied to the B note.  The C
note provides credit support to the A and B notes.  The appraisal
reduction amount indicates a potential loss on the
M-HH class of $1.6 million.

The Houston Hyatt, with 977 rooms, is located in downtown Houston,
whose office submarket has experienced significant softening.  As
of year-end 2003, the Hyatt's revenue per available room -- RevPAR
-- was down 33% from issuance.  The loan had a YE 2003 Fitch-
stressed debt service coverage ratio -- DSCR -- of 0.67 times (x),
compared with 1.74x at issuance.  Sixty percent of the rooms were
off-line for a period of time in 2003 for renovation.  Three new
hotels aggregating 1,558 rooms were added to the competitive set
in December 2003 and January 2004 contributing to the decline in
RevPAR and property cash flow, as well.  In February 2004,
ChevronTexaco announced its plans to acquire the empty 1.2 million
square foot office building adjacent to the Hyatt.  This is likely
to have a moderate positive effect on the performance of the hotel
as the building becomes occupied.

The only other loan in the pool is the Loews Miami Beach hotel
(42.0%).  The Fitch-stressed DSCR remains strong at 2.49x as of YE
2003, compared with 2.79x at issuance.  NCF at YE 2003 increased
10% over that of YE 2002.  This hotel loan has an investment-grade
credit assessment.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


CWMBS INC: Fitch Places Low-B Ratings on Privately Offered Classes
------------------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage
Pass-Through Trust 2004-21 is rated by Fitch Ratings:

   -- Classes A-1 through A-10, PO and A-R (senior certificates,
      $389,450,489) 'AAA';

   -- Class M ($6,839,500) 'AA';

   -- Class B-1 ($2,414,000) 'A';

   -- Class B-2 ($1,408,000) 'BBB';

   -- Privately offered class B-3 ($804,500) 'BB';

   -- Privately offered class B-4 ($603,500) 'B'.

The 'AAA' rating on the senior certificates reflects the 3.20%
subordination provided by:

   * the 1.70% class M,
   * the 0.60% class B-1,
   * the 0.35% class B-2,
   * the 0.20% privately offered class B-3,
   * the 0.15% privately offered class B-4, and
   * the 0.20% privately offered class B-5 (not rated by Fitch).

Classes M, B-1, B-2, B-3 and B-4 are rated 'AA', 'A', 'BBB', 'BB'
and 'B' based on their respective subordination only.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults as well as bankruptcy, fraud and special hazard
losses in limited amounts.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing), rated 'RMS2+' by Fitch, a direct wholly owned
subsidiary of Countrywide Home Loans, Inc.

The certificates represent an ownership interest in a group of
30-year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$382,134,550, as of the cut-off date, September 1, 2004, secured
by first liens on one-to four-family residential properties.  The
mortgage pool, as of the cut-off date, demonstrates an approximate
weighted-average loan-to-value ratio -- OLTV -- of 73.72%.

The weighted average FICO credit score is approximately 737.  
Cash-out refinance loans represent 13.52% of the mortgage pool and
second homes 4.87%. The average loan balance is $507,483.  

The three states that represent the largest portion of mortgage
loans are:

   -- California (49.88%),
   -- New York (6.54%), and
   -- New Jersey (4.40%).

Subsequent to the cut-off date, additional loans were purchased
prior to the closing date, September 29, 2004.  The aggregate
stated principal balance of the mortgage loans transferred to the
trust fund on the closing date is $402,323,821.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation'
available at http://www.fitchratings.com/

Approximately 91.96% and 8.04% of the mortgage loans were
originated under Countrywide Home Loans's Standard Underwriting
Guidelines and Expanded Underwriting Guidelines, respectively.
Mortgage loans underwritten pursuant to the Expanded Underwriting
Guidelines may have higher loan-to-value ratios, higher loan
amounts, higher debt-to-income ratios and different documentation
requirements than those associated with the Standard Underwriting
Guidelines.  In analyzing the collateral pool, Fitch adjusted its
frequency of foreclosure and loss assumptions to account for the
presence of these attributes.

CWMBS purchased the mortgage loans from Countrywide Home Loans and
deposited the loans in the trust, which issued the certificates,
representing undivided beneficial ownership in the trust. The Bank
of New York will serve as trustee.  For federal income tax
purposes, an election will be made to treat the trust fund as a
real estate mortgage investment conduit -- REMIC.


DECONIE MASONRY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: DeConie Masonry and General Contractors, Inc.
        1945 4th Street
        North Brunswick, New Jersey 08902

Bankruptcy Case No.: 04-41042

Type of Business: The Company is a general contractor.

Chapter 11 Petition Date: September 28, 2004

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Timothy J Korzun, Esq.
                  Sheak & Korzun
                  1 Washington Crossing Road
                  Pennington, New Jersey 08534
                  Tel: (609) 737-6885

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Masons                        Union Dues                $438,443
I.E. Schaffer
PO Box 1028
Trenton, New Jersey 08628

Laborers                      Union Dues                $332,162
3218 Kennedy Boulevard
Jersey City, New Jersey 07306

Carpenters                    Union Dues                $257,882
Raritan Plaza II
PO Box 7818
Edison, New Jersey 08818

Meaney Insurance              Insurance                 $116,391

Clayton Block                 Materials                  $82,921

EP Henry                      Materials                  $73,559

Weldon Concrete               Materials                  $71,493

JM Ahle                                                  $53,415

Ace Scaffold                  Subcontractor              $52,445

Clayton, Ralph & Sons         Materials                  $44,731

Operating Engineers           Union Dues                 $44,259

Mason Local 4                 Union Dues                 $36,091

Phillips FF                                              $36,090

Silvi Concrete                                           $32,404

NationsRent                   Equipment Rental           $27,340

Advanced Formwork                                        $25,846

K & A Excavating                                         $23,083

Tri-State Brick                                          $20,994

Midstate International                                   $20,598

Consolidated Brick and        Materials                ` $17,783
Building


DOBSON COMMUNICATIONS: Will Defer Paying Preferred Stock Dividends
------------------------------------------------------------------
Dobson Communications Corporation (NASDAQ:DCEL) will not declare
or pay the cash dividend due on October 15, 2004 on its
outstanding 12-1/4% Senior Exchangeable Preferred Stock or the
November 1, 2004 cash dividend on its outstanding 13% Senior
Exchangeable Preferred Stock.  Unpaid dividends will accrue
interest at the stated dividend rates, compounded quarterly.

According to their Certificates of Designation, so long as the
Company defers dividends on the 12-1/4% and 13% Preferred Stocks,
Dobson may not pay dividends on its Series F Convertible Preferred
Stock.  Therefore, the Series F dividend due on October 15, 2004
will not be declared and paid, and will accrue interest at 7%,
compounded semi-annually.

Dobson's board of directors has determined that it is in the best
interests of the Company to defer payment of preferred stock
dividends, and instead to use its cash to reduce outstanding
indebtedness, to increase liquidity and for general corporate
purposes.

In the event that Dobson fails to pay two semi-annual dividends
(whether consecutive or not) on its Series F Preferred Stock, a
majority of the holders of the Series F Preferred stock would have
the right to elect two new directors to Dobson's board of
directors.

Upon Dobson's failure to pay four quarterly dividends (whether
consecutive or not) on either its 12-1/4% Preferred Stock or its
13% Preferred Stock, a majority of the holders of the respective
series of preferred stock would each have the right to elect two
new directors each to Dobson's board.

Under these circumstances, the expansion of Dobson's board of
directors by six new members would not constitute a change of
control under the Company's outstanding indentures or its
subsidiary's credit facility, unless a majority of Dobson's
existing board members fail to approve at least one of the new
directors.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns wireless operations in 16 states.
Dobson's June 30, 2004, Balance Sheet shows $3.3 billion in
assets, half of which consist of wireless license acquisition
costs.  At June 30, 2004, the Company's long-term debt consists
of:
                                                 Outstanding
   Long-Term Debt Obligation                      at June 30
   -------------------------                     -----------
   $700 million DCS Subsidiary credit facility  $573,875,000
   10.875% DCC senior notes, net of discount     298,564,000
   8.875% DCC senior notes                       594,500,000
   10.0% American Cellular senior notes          900,000,000
   Other notes payable, net                       13,302,000


Stockholders' equity dwindled to $81.5 million at June 30, 2004.  
The wireless telephone provider reports a $32 million loss for the
first half of 2004.  For additional information on the Company and
its operations, visit http://www.dobson.net/


EGAIN COMMS: Inks Restructuring Pact with Preferred Stockholders
----------------------------------------------------------------
eGain Communications Corporation (OTC BB: EGAN), and certain
holders of its 6.75% Series A Cumulative Convertible Preferred
Stock entered into a restructuring agreement and a voting
agreement and proxy.  The Series A Preferred holders agreed to
vote in favor of an amendment to the Company's certificate of
incorporation providing for the conversion of all outstanding
shares of Series A Preferred into approximately 11.6 million
shares of common stock.  The holders of the converted shares would
have rights to register the shares of common stock received in
such conversion for resale.  The proposed conversion is subject to
the approval of a majority of eGain's outstanding common
stockholders and the details are outlined in a Form 8-K filed with
the Securities and Exchange Commission on September 29, 2004.

"We are pleased to have reached this agreement with the Series A
holders," said Ashu Roy, Chairman and Chief Executive Officer of
eGain.  "We look forward to completing the early conversion of our
preferred stock into common stock, which we believe will eliminate
the uncertainty in our capital structure and help build confidence
among our investors and customers."

The Company anticipates submitting the conversion to the holders
of common stock at its 2004 Annual Meeting of Stockholders
anticipated to be in November.  The conversion would be effected
promptly following stockholder approval.

             About eGain Communications Corporation

eGain is a provider of customer service and contact center
software and services, trusted by world-class companies to achieve
and sustain customer service excellence for over a decade.  eGain
Service 6(TM), the company's software suite, available licensed or
hosted, includes integrated applications for customer email
management, live web collaboration, service fulfillment, knowledge
management, and web self-service.  These robust applications are
built on the eGain Service Management Platform(TM) (eGain
SMP(TM)), designed to be a scalable next-generation framework that
includes end-to-end service process management, multi-channel,
multi-site contact center management, a flexible integration
approach, and certified out-of-the-box integrations with leading
call center, content and business systems.

Headquartered in Mountain View, California, eGain has a sales
presence in 19 countries and serves over 800 enterprise customers
worldwide.  To find out more about eGain, visit
http://www.eGain.com/or call the company's offices:

    -- United States: (888) 603-4246 ext. 9;
    -- London: +44 (0) 1753-464646;
    -- Tokyo: 81-3-5778-7590

At June 30, 2004, eGain Communications' balance sheet showed a
$420,000 stockholders' deficit, compared to $4,081,000 of positive
equity at December 31, 2003.


ENRON CORP: ENA Wants Court Approval of ECS Bidding Procedures
--------------------------------------------------------------
Enron North America Corp., an Enron Corporation debtor-affiliate
seeks the permission of the U.S. Bankruptcy Court for the Southern
District of New York to consent to the sale of certain assets
belonging to wholly owned non-debtor subsidiary, Enron Compression
Services Company, free of liens, claims and encumbrances to
Paragon ECS Holdings, LLC, subject to higher and better offers.

Specifically, the Assets to be sold are Compression Services
Agreements entered into by ECS with Transwestern Pipeline Company
and Florida Gas Transmission Company.  The Assets will also
include the associated agreements necessary in the performance of
the obligations under the Transwestern and Florida Gas Compression
Services Agreements.

Enron North America Corp. and Enron Compression Services Company
seek to implement a competitive bidding process to maximize the
value of the Transwestern and Florida Gas Assets.

                   The Proposed Bidding Procedures

A. Assets

    ECS will entertain bids for the Assets, whether through a bid
    for all of the Assets or through bids for each of the
    Transwestern Assets and the Florida Gas Assets, through the
    Auction.

B. Auction Date and Time

    The Auction will be held on October 18, 2004, commencing at
    10:00 a.m. Eastern Time at the offices of LeBoeuf, Lamb,
    Greene & MacRae, LLP, Reliant Energy Plaza, 1000 Main Street,
    Suite 2550, Houston, Texas 77002, for consideration of
    qualifying offers that may be presented to ECS, or at the time
    or date as ECS may determine upon prior consultation with the
    Official Committee of Unsecured Creditors.

C. Adjournment of Auction

    The Auction may be adjourned as ECS, upon consultation with
    the Creditors' Committee, deems appropriate.  Reasonable
    notice of the adjournment and the time and place for the
    resumption of the Auction will be given to Paragon ECS
    Holdings, LLC, all entities submitting Competing Bids, and the
    Creditors' Committee.

D. Qualification as Bidder

    Any entity that wishes to make a bid for the Assets, the
    Transwestern Assets, or the Florida Gas Assets must provide
    sufficient and adequate information to demonstrate to ECS'
    sole and absolute satisfaction, upon consultation with the
    Creditors' Committee, that the bidder has the financial
    means and ability to consummate the transactions contemplated
    in the purchase agreement submitted with the Competing Bid.
    Paragon is a Qualified Bidder.

E. Bid Requirements

    ECS will entertain bids for the Assets, the Transwestern
    Assets, or the Florida Gas Assets that are on substantially
    the same terms and conditions as those terms set forth in the
    Purchase Agreement with Paragon.  A cash deposit of at least
    equal to 25% of its bid must accompany each Competing Bid.

    Competing Bids must be:

       * in writing;

       * signed by an individual authorized to bind the
         prospective purchaser; and

       * received no later than 5:00 p.m. Eastern Time
         on October 13, 2004, by:

            ECS
            c/o Enron North America Corp.
            1221 Lamar, Suite 1600
            Houston, TX 77010
            Attention: Gregory L. Sharp
            e-mail: greg.sharp@enron.com
            Facsimile: (713) 646- 3702)

            LeBoeuf, Lamb, Greene & MacRae, LLP
            125 West 55th Street
            New York, NY 10019,
            Attention: Herbert K. Ryder
            e-mail: hryder@llgm.com
            Facsimile: (212) 424-8500

            The Blackstone Group LP
            345 Park Avenue
            New York, NY 10154
            Attention: Pierre Chung
            e-mail: chung@blackstone.com
            Facsimile: (212) 583-5707

            and

            Milbank, Tweed, Hadley & McCloy LLP
            One Chase Manhattan Plaza
            New York, NY 10005-1413
            Attention: Luc A. Despins
            e-mail: ldespins@milbank.com
            Facsimile: 212-530-5219

    Any Competing Bid must be presented under a contract
    substantially similar to the Purchase Agreement, marked to
    show any modifications made to the Purchase Agreement.  The
    Competing Bid must not be subject to due diligence review,
    board approval, or the receipt of any consents not otherwise
    required by the Purchase Agreement.

    The initial overbid for the Assets must be at least 4% greater
    than the Base Purchase Price under the Purchase Agreement.  In
    the instance of Competing Bids for each of the Transwestern
    Assets and the Florida Gas Assets, the Competing Bids must
    aggregate to an amount that is at least 4% greater than the
    Base Purchase Price.

F. Due Diligence, Consent and Questions Prior to Submitting Bids

    In order to conduct due diligence on the Assets, the
    Transwestern Assets, or the Florida Gas Assets, parties may
    contact: Gregory L. Sharp.  Before a party will be allowed to
    conduct due diligence, if not previously executed, it must
    execute a Confidentiality Agreement.

G. Auction

    After the Bid Deadline and prior to the Auction, ECS will,
    upon consultation with the Creditors' Committee:

       * evaluate all Competing Bids received;

       * invite all Qualified Bidders to participate in the
         Auction;

       * determine which Competing Bid reflects the highest or
         best offer for the Assets; and

       * if applicable, determine which Competing Bids for each of
         the Transwestern Assets and Florida Gas Assets, in the
         aggregate, reflect the highest or best offer.

    ECS, in its business judgment and sole absolute discretion, in
    consultation with the Creditors' Committee, may reject any
    Competing Bid that is not in conformity with the requirements
    of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules
    of the Court, or that is contrary to the best interests of
    ECS, ENA, its estate or its creditors.

    Subsequent bids for the Assets at the Auction, including those
    of Paragon, must be in increments of at least 1% more than the
    highest prior bid.  In the instance of bids for each of the
    Transwestern Assets and the Florida Gas Assets, subsequent
    bids must aggregate to be in increments of at least 1% more
    than the highest prior bid for the Assets.

    ECS may modify the Bidding Procedures upon consultation with
    the Creditors' Committee, as may be determined to be in the
    best interests of ECS, ENA, its estates or its creditors.

H. Irrevocability of Certain Bids

    The bid of the Winning Bidder will remain open and irrevocable
    in accordance with the terms of the purchase agreement
    executed by the Winning Bidder.  The bid of the bidder or
    combination of bidders that submits the next highest or best
    bid -- the Back-up Bidder -- will remain open and irrevocable
    until the earlier to occur of (i) the consummation of a sale
    of the Assets and (ii) 90 days after the last date of the
    Auction; provided, that if Paragon is either the Winning
    Bidder or the Back-up Bidder, then the highest or best
    bid of Paragon will remain irrevocable in accordance with the
    terms of the Purchase Agreement.

    If Paragon is neither the Winning Bidder nor the Back-up
    Bidder, then the highest or best bid submitted by Paragon
    will, in addition to the bids of the Winning Bidder and the
    Back-up Bidder, remain irrevocable in accordance with the
    terms of the Purchase Agreement.

I. Retention of Deposits

    ECS will retain the Deposit of the Winning Bidder in
    accordance with the terms of the purchase agreement executed
    by the Winning Bidder.  The Deposit for each Back-up Bidder
    will be held until the earlier to occur of:

       * consummation of a sale of the Assets; and

       * 90 days after the last date of the Auction.

    If Paragon is either the Winning Bidder or the Back-up Bidder,
    ECS will retain Paragon's Deposit in accordance with the terms
    of the Purchase Agreement.  If Paragon is neither the Winning
    Bidder nor the Back-up Bidder, then, in addition to the
    retention of the Deposits of the Winning Bidder and the
    Back-up Bidder, ECS will also retain Paragon's Deposit.

J. Failure to Close

    In the event a bidder or combination of bidders is the Winning
    Bidder, and the Winning Bidder fails to consummate the
    proposed transaction by the closing date contemplated in the
    purchase agreement agreed to by the parties for any reason,
    ECS will:

       * retain the Winning Bidder's Deposit, to the extent
         provided in the applicable purchase agreement;

       * maintain the right to pursue all available remedies
         available to it subject to the terms of the purchase
         agreement executed by the Winning Bidder; and

       * upon consultation with the Creditors' Committee, be free
         to consummate the proposed transaction with the next
         highest or best bidder at the highest price bid by that
         bidder at the Auction without the need for an additional
         hearing or order from the Court.

K. Non-Conforming Bids

    ECS, in consultation with the Creditors' Committee, will have
    the right to entertain bids that do not conform to one or more
    of the requirements provided in the proposed Bidding
    Procedures.

L. Expenses

    Any bidders presenting bids will bear their own expenses in
    connection with the sale of the Assets, whether or not the
    sale is ultimately approved.

Herbert K. Ryder, Esq., at LeBoeuf, Lamb, Greene & MacRae, LLP,
in New York, asserts that the proposed Bidding Procedures is fair
and is tailored to maximize the value of the Assets.

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. 126; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON: ENA Wants Court to Approve $1,548,660 Paragon Break-Up Fee
-----------------------------------------------------------------
Enron North America Corp., an Enron Corporation debtor-affiliate
seeks the permission of the U.S. Bankruptcy Court for the Southern
District of New York to consent to the sale of certain assets
belonging to wholly owned non-debtor subsidiary, Enron Compression
Services Company, free of liens, claims and encumbrances to
Paragon ECS Holdings, LLC, subject to higher and better offers.

Specifically, the Assets to be sold are Compression Services
Agreements entered into by ECS with Transwestern Pipeline Company
and Florida Gas Transmission Company.  The Assets will also
include the associated agreements necessary in the performance of
the obligations under the Transwestern and Florida Gas Compression
Services Agreements.

In the event that Enron Compression Services Company or Paragon
ECS Holdings, LLC, terminates the Purchase Agreement upon but not
prior to the financial closing of an alternative transaction, ECS
will pay Paragon $1,548,660 as Break-up Fee.

ECS will pay the Break-Up Fee within two business days of the
financial closing of the Alternative Transaction.  The Break-up
Fee will not be due and payable if:

    (i) a Purchaser Material Adverse Effect has occurred; or

   (ii) Paragon will have breached any of its material
        obligations, representations or warranties contained in
        the Purchase Agreement.

According to Herbert K. Ryder, Esq., at LeBoeuf, Lamb, Greene &
MacRae, LLP, in New York, the Break-up Fee is a material
inducement for, and a condition of, Paragon's entry into the
Purchase Agreement.  ENA and ECS believe that the Break-up Fee is
fair and reasonable in view of the analysis, due diligence
investigation, and negotiation undertaken by Paragon in connection
with the sale of the Assets.

Thus, ENA asks the Court to approve the proposed Break-Up Fee.

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. 126; Bankruptcy Creditors' Service, Inc., 15/945-7000)


EQUIFIN INC: Comments on Proposed Equinox Portfolio Sale
--------------------------------------------------------
As reported in the Troubled Company Reporter on Sept. 28, EquiFin,
Inc., (OTC BB: EQUI) signed a letter of intent for the sale of the
loan portfolio of its 81% owned subsidiary Equinox Business Credit
Corp., to Keltic Financial Partners, a private commercial finance
group based in Rye, New York.  The sale is at par value for the
approximately $8.5 million dollar portfolio.  The consummation of
the transaction is subject to certain conditions including the
finalization of a definitive purchase agreement, which the parties
expect to complete over the next 10 days, and to be in a position
to close the proposed sale early in November.

                    Sale Proceeds Will Pay Loan

EquiFin responded to inquiries about the proposed sale by Equinox
Business Credit, EquiFin's principal subsidiary, of its portfolio
of loans.  

Walter Craig, EquiFin's President commented that the proposed
sale, "if able to be consummated, would enable Equinox to repay
its senior credit facility which is due for payment in December,
and, upon the completion of the transaction, enable EquiFin to
review new business situations and opportunities available outside
of and within its factoring division.  Although the sale of the
Equinox portfolio is a sale of a significant asset, Equinox is
not, and has not been, a profitable subsidiary operation."

Equinox Business Credit Corp. is the borrower under a $20,000,000
Loan and Security Agreement with Wells Fargo Foothill Corporation
fka Foothill Capital Corporation under which $5,550,000 is
outstanding at June 30, 2004.  The loan matures on Dec. 19, 2004.

                  Noteholder Sues to Block Sale

The Company also noted that it, and its directors, received notice
of the filing of a lawsuit by an unsecured note holder and his
affiliate seeking, among other things, injunctive action which, if
successful, might interfere with the proposed sale of the Equinox
portfolio.  The suit also states other allegations related to the
sale of the notes.  The Company believes the suit and its claims
are without merit and will defend the lawsuit.

                      About EquiFin, Inc.

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

                      Going Concern Doubt

In its Form 10-KSB for fiscal year ended December 31, 2003 filed
with the Securities and Exchange Commission, Equifin, Inc.'s
independent public accountants raise substantial doubt about the
Company's ability to continue as a going concern.


EXIDE TECHNOLOGIES: Court Approves Settlement of Stamford Claim
---------------------------------------------------------------
Stamford Computer Group, Inc., now known as SCG Capital
Corporation, took an appeal to the United States District Court
for the District of Delaware concerning a Bankruptcy Court Order
authorizing Exide Technologies and its debtor-affiliates to reject
an unexpired lease with Stamford.

On June 25, 2004, the District Court denied the Appeal and  
affirmed the Lease Rejection.  Subsequently, Stamford appealed  
from the District Court's Ruling to the U.S. Court of Appeals for  
the Third Circuit.

The Debtors and Stamford held discussions to resolve the dispute.   
In a stipulation approved by the Bankruptcy Court, the Parties  
agree that:

   (a) Stamford will withdraw the Third Circuit Appeal, with  
       prejudice, and will not dispute the Lease Rejection or the  
       District Court's Ruling.  Stamford will take no further
       efforts with regard to the District Court Appeal or the
       Third Circuit Appeal;

   (b) Stamford will dismiss its request for payment of
       administrative claims and its request to deem its claim
       as timely filed;

   (c) The Preference Action filed by the Debtors against  
       Stamford will be offset against Stamford's Administrative  
       Expense Claim.  Each Party's net recovery will be zero.   
       Stamford will withdraw the Administrative Expense Claim,  
       with prejudice, and the Debtors will dismiss the
       Preference Action, with prejudice.  Furthermore, Stamford
       will waive any claim that it may have under Section 502(h)
       of the Bankruptcy Code;

   (d) These claims related to the Lease Rejection will be
       reduced and allowed as general unsecured Class P4 claims:

       Claimant              Original Amount    Allowed Amount
       --------              ---------------    --------------
       Stamford                  $47,162            $47,162

       Stamford (for damages)    977,809            279,833

       Wells Fargo Equipment
          Finance, Inc.          233,216             73,006

   (e) The Debtors will reasonably cooperate with Stamford with
       respect to its assertion of a potential insurance claim
       for the Leased equipment that the Debtors could not
       locate; and

   (f) The Parties will exchange mutual releases.

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.  

The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FIBERMARK: Court Denies Shareholders' Request for Equity Committee
------------------------------------------------------------------
The Honorable Colleen A. Brown of the United States Bankruptcy
Court for the District of Vermont denied, without prejudice, the
request for the appointment of a Committee of Equity Security
Holders by shareholders of Fibermark, Inc., and its debtor-
affiliates.

The Court, having considered the objections filed by the Debtors,
the United States Trustee and the Official Committee of Unsecured
Creditors, and having considered the factors necessary for the
appointment of an equity committee, determined that factors do not
at this time, on balance, support the appointment of an equity
committee in the Debtors' chapter 11 cases.

Headquartered in Brattleboro, Vermont, FiberMark, Inc.
-- http://www.fibermark.com/-- produces filter media for  
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.

The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors, they listed $329,600,000 in
total assets and $405,700,000 in total debts.


FIRST CHICAGO: Fitch Affirms Low-B & Junk Ratings on Three Classes
------------------------------------------------------------------
First Chicago/Lennar Trust I, series 1997-CHL1, commercial
mortgage certificates are upgraded:

   -- $34.8 million class B to 'AAA' from 'A-';
   -- $36.7 million class C to 'AAA' from 'BBB';
   -- $78.0 million class D to 'BBB-' from 'BB'.

In addition, these classes are affirmed:

   -- $119.4 million class E at 'B';
   -- $13.8 million class F at 'B-';
   -- $18.4 million class G at 'CCC'.

The class H certificates are not rated by Fitch.  Classes A and IO
have paid in full.

The upgrades are due to consistent overall pool performance and an
increase in subordination levels due to paydowns since the last
review.

The certificates are secured by 35 subordinate commercial mortgage
pass-through certificates (pledged certificates) from 19 separate
commercial mortgage securitizations (underlying transactions).   
The underlying transactions, backed by a variety of property
types, were securitized from 1993-1997 by various issuers and, as
of the September 2004 distribution date, have a current aggregate
certificate balance of approximately $2.2 billion down from $8.8
billion at closing.  

The transaction's certificate balance has decreased by 31.9% to
$312.4 million from $459.1 million at closing.  The decrease in
certificate balance is due to paydowns of $121.2 million on 11 of
the pledged certificate classes and realized losses of
$25.4 million on nine of the pledged certificate classes.

Fitch has upgraded 11 of the pledged certificates (35.1% of the
re-remic transaction) and downgraded none since the last review.
The upgraded certificates are part of these underlying
transactions:

   -- ASFS 1993-2 (0.9%);
   -- CCMSC 1996-C2 (6.0%);
   -- CMAC 1996-C1 (3.1%);
   -- DLJ 1996-CF1 (9.2%);
   -- JPM 1997-C4 (5.2%);
   -- MLMI 1995-C1 (1.3%);
   -- MSC 1996-WF1 (11.8%);
   -- NLFC 1996-1 (4.3%);
   -- PRU 1995-MCF2 (6.3%);
   -- SASCO 1996-CFL (9.8%); and
   -- WAS(FNMA) 1996-M5 (6.76%).

Delinquent loans currently account for 4.1% of the underlying
collateral, an increase from 1.7% at issuance.  Fitch attributes
the increase in delinquencies to adverse selection.  During the
life of the underlying transactions performing loans have paid
off, while the loans secured by lesser quality assets remain in
the deals.  Taking into account the increase in delinquencies,
paydowns of the underlying transactions, current credit
enhancement, and realized and expected losses, the upgrades are
warranted.


FOXMEYER CORP: Bart Brown Ups Unsecured Distribution to 64.4%
-------------------------------------------------------------
Six years after FoxMeyer Corporation and its debtor-affiliates
filed for bankruptcy, Bart A. Brown, Jr., the chapter 7 trustee
overseeing the liquidation of the estates, sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to make an initial 42.5% distribution to unsecured
creditors.  On Sept. 19, 2002, Mr. Brown obtained permission from
the Honorable M. Bruce McCullough to allow him to increase that
initial distribution to 53 cents-on-the dollar and distributed
those funds to creditors in 2002.  Mr. Brown now asks the Court to
authorize an additional 11.4% distribution to holders of allowed
and pending unsecured claims, boosting the total recovery to
64.4%.

Mr. Brown is almost at the point where he can file his Final
Report and Account and ask the Court to close the case, David M.
Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, tells
the Court.  All unsecured claims, Mr. Brown reports, have been
resolved.  

The increased percentage represents an increase of $45.8 million
to FoxMeyer's unsecured creditors, bringing the total amount to be
distributed to $259 million.  

Prior to filing the request to increase the amount of the initial
distribution, Mr. Brown contacted representatives of
GlaxoSmithKline, PLC; Oaktree Capital Management LLP; and Farallon
Capital Management, LLC -- three of FoxMeyer's largest creditors.
They applauded.

FoxMeyer Corporation, FoxMeyer Drug Company, and their
subsidiaries, filed for chapter 11 protection on August 27, 1996
(Bankr. D. Del. Case Nos. 96-1329 through 96-1334).  The estates
were substantively consolidated and, on Nov. 8, 1996,
substantially all of the pharmaceutical distributor's business
operations were sold to McKesson Corporation.  On March 18, 1997,
the Debtors' chapter 11 cases were converted to chapter 7
liquidation proceedings and Mr. Brown was elected to serve as the
Chapter 7 Trustee.  


GALEY & LORD: U.S. Trustee Picks 7-Member Creditors Committee
-------------------------------------------------------------
The United States Trustee for Region 21 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in Galey
& Lord, Inc.'s chapter 11 case:

     1. Parkdale Mills & Affiliates
        Attn: Daniel K. Wilson
        531 Cotton Blossom Circle
        Gastonia, North Carolina 28054
        Phone: 704-874-5040
        Fax: 704-874-5177

     2. Daikin America, Inc.
        Attn: Steve Robinson
        918 Arden Way
        Signal Mountain, Tennessee 37377
        Phone: 423-886-1773
        Fax: 423-886-2244

     3. Swift Spinning, Inc.
        Attn: C. Keith Harnage
        P.O. Box 8767
        Columbus, Georgia 31908
        Phone: 706-568-9929
        Fax: 706-596-8819

     4. Invista S.A.R.L.
        Attn: Stephen P. Wham
        Chestnut Run Plaza, Building 723
        P.O. Box 80723
        Wilmington, Delaware 19880-0723
        Phone: 302-999-3961
        Fax: 302-999-4062

     5. Greenwood Mills, Inc.
        Attn: J. Thomas Davis
        300 Morgan Avenue
        Greenwood, South Carolina 29646
        Phone: 864-941-4012
        Fax: 864-941-4070

     6. DyStar, LP
        Attn: Kathy Hanners
        9844-A Southern Pine Blvd.
        Charlotte, North Carolina 28273
        Phone: 704-561-2917
        Fax: 704-561-3032

     7. Ramtex, Inc.
        Attn: Chris Fowler
        P.O. Box 307
        1259 Foushee Road
        Ramseur, North Carolina 27316
        Phone: 336-824-5616
        Fax: 336-824-5691

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

Headquartered in Atlanta, Georgia, Galey & Lord, Inc., a leading
global manufacturer of textiles for sportswear, including denim,
cotton casuals and corduroy, and its debtor-affiliates filed for
chapter 11 protection on August 19, 2004 (Bankr. N.D. Ga. Case No.
04-43098).  Jason H. Watson, Esq., and John C. Weitnauer, Esq., at
Alston & Bird LLP, and Joel H. Levitin, Esq., at Dechert LLP,
represent the Debtor in its restructuring efforts. When the Debtor
filed for protection from its creditors, it listed $533,576,000 in
total assets and $438,035,000 in total debts.
   

GEO SPECIALTY: Hires Deloitte & Touche as Reorganization Advisors
-----------------------------------------------------------------
The Honorable Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey gave Geo Specialty Chemical, Inc., and its
debtor-affiliates permission to retain Deloitte & Touche LLP as
their reorganization accountants, consultants and tax advisors,
nunc pro tunc to March 18, 2004.

Deloitte & Touche is familiar with the Debtors' businesses,
financial affairs and capital structure as a result of the Firm's
prepetition services on behalf of the Debtors.

In particular, Deloitte & Touche will:

     i) assist management in compliance with the requirements of
        SOP 90-7 financial reporting by entities in reorganization
        under the Bankruptcy Code, including Fresh Start
        Accounting as may be required pursuant to a Plan of
        Reorganization and assist management with accounting
        segregation procedures as needed;

    ii) provide assistance to the Debtors in maximizing the
        utilization of its net operating loss carry-forwards and
        other tax attributes and assess the tax impact of
        alternative restructuring proposals; provide tax
        compliance services with respect to:

           a. prepare the Debtors' federal and state income tax
              returns;

           b. review the Debtors' domestic income tax provisions;

           c. compute the Debtors' quarterly estimated tax
              payments;

           d. prepare the Debtors' quarterly federal and state
              estimated income tax payment vouchers;

           e. analyze the Debtors' deferred tax balances and
              permanent differences for reasonableness; and

           f. provide high level reviews and analyses of the
              Debtors' tax accounts and balances;

   iii) attend and participate on behalf of the Debtors in
        meetings and hearings on matters within the scope of the
        services to be performed; and

    iv) provide other services as requested by the Debtors.

Daniel S. Polsky, a Principal of Deloitte & Touche, discloses that
the Firm's professionals bill:

   Classification                             Hourly Rates
   --------------                             ------------
   Partners/Principals/Directors                $550-675
   Senior Managers/Managers                      350-500
   Senior Consultants/Consultants/Associates     240-375
   Paraprofessionals/Others                       80-200

The Debtors and their various professionals conferred extensively
to ensure that there will be no undue duplication of effort or
overlap of work.

To the best of the Debtors' knowledge, Deloitte & Touche does not
have or represent any interest materially adverse to the Debtors
or their estates.

Headquartered in Harrison, New Jersey, GEO Specialty Chemicals,
Inc. -- http://www.geosc.com/-- develops, manufactures and  
markets a wide variety of specialty chemicals, including over 300
products sold to major industrial customers for various end-use
applications including water treatment, wire and cable, industrial
rubber, oil and gas production, coatings, construction, and
electronics.  

The Company filed for chapter 11 protection on March 18, 2004
(Bankr. N.J. Case No. 04-19148).  Alan Lepene, Esq., Robert
Folland, Esq., et al. at Ravin Greenberg, PC, represent the
Debtors in their restructuring efforts.  As of September 30, 2003,
the Debtors listed total assets of $264,142,000 and total debts of
$215,447,000.


GRAFTECH INT'L: Elects Frank Riddick, III to Board of Directors
---------------------------------------------------------------
GrafTech International Ltd. (NYSE:GTI) named Frank A. Riddick, III
independent director to the Company's Board of Directors.

Mr. Riddick currently serves as President and Chief Executive
Officer of Formica Corporation, based in Cincinnati, Ohio.  
Formica is a manufacturer of surfacing materials used in
countertops, cabinets and flooring.  Mr. Riddick, who has served
as President and Chief Executive Officer of Formica since January
2002, was instrumental in assisting Formica to emerge from Chapter
11 bankruptcy proceedings in June 2004.  Prior to joining Formica,
Mr. Riddick served as President and Chief Operating Officer of
Armstrong World Industries, Inc., a manufacturer of floor
coverings, insulation products, ceiling and wall systems, and
installation products, and Chief Executive Officer of Triangle
Pacific Corp., Armstrong's wholly owned subsidiary.

Mr. Riddick previously served in a number of financial managerial
positions with General Motors Corporation, Merrill Lynch & Co. and
FMC Corporation.  Mr. Riddick received a Bachelor of Arts in
Mathematics and Economics from Vanderbilt University in 1978 and a
Masters in Business Administration from Duke University's Fuqua
School of Business in 1980.

"We are very pleased that Frank has agreed to join our Board,"
commented Craig Shular, CEO of GTI.  "We believe that Frank's
strong business and financial experience in diverse environments
will add value to our Board of Directors, the Company and our
shareholders."

                        About the Company

GrafTech International Ltd. manufactures and provides high quality
synthetic and natural graphite and carbon based products and
technical and research and development services, with customers in
about 60 countries engaged in the manufacture of steel, aluminum,
silicon metal, automotive products and electronics.

At June 30, 2004, GrafTech International Ltd.'s balance sheet
showed a $61 million stockholders' deficit, compared to a
$128 million deficit at December 31, 2003.


GRAHAM PACKAGING: Prices Senior & Senior Subordinated Notes
-----------------------------------------------------------
Graham Packaging Company, L.P., priced its offering of
$250 million of eight-year senior notes, due 2012, and
$375 million of 10-year senior subordinated notes, due 2014.  
The senior notes will be issued at par with a coupon of 8.50%
and the senior subordinated notes will be issued at par with
a coupon of 9.875%.

The company intends to use the proceeds of the offering, together
with proceeds from its planned new senior secured credit facility,
to repay its existing indebtedness and to finance its acquisition
of Owens-Illinois' blow-molded plastic container business.  The
senior and senior subordinated notes offerings are expected to
close on October 7, 2004, concurrently with Graham Packaging's new
$2,050 million senior secured credit facility.

Headquartered in York, Pennsylvania, Graham Packaging Company,
L.P., designs, manufactures and sells technology-based, customized
blow-molded plastic containers for the branded food and beverage,
household and personal care, and automotive lubricants markets.
The company currently employs approximately 4,000 people at 59
plants throughout North America, Europe and South America. It
produced more than nine billion units and had total worldwide net
sales of $1.0 billion for the 12-month period ending June 27,
2004. The Blackstone Group of New York is the majority owner of
Graham Packaging.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 16, Moody's
Investors Service rated the proposed debt of Graham Packaging
Company, L.P., which arises from its definitive agreement on
July 28, 2004 to purchase the Plastic Container unit of Owens-
Illinois, Inc., for approximately $1.2 billion [Owens-Illinois has
a senior implied rating of B2 with a stable outlook].

Despite Graham more than doubling its revenue pro-forma for this
sizable acquisition, Moody's affirmed Graham's existing B2 senior
implied rating.  Proceeds from the proposed financings are
intended to:

   * finance the acquisition;

   * refinance Graham's existing $700 million secured credit
     facility (rated B2);
   
   * repay Graham's outstanding $325 million 8.75% senior
     subordinated notes, due 2008 (rated Caa1), as well as the
     outstanding $169 million 10.75% senior discount notes, due
     2009 (rated Caa2), issued at Graham Packaging Holdings
     Company; and

   * pay related expenses.

Pro-forma for the proposed transactions, the affirmation of the B2
senior implied rating recognizes Graham's proven ability to
operate successfully throughout the recent past despite
substantial financial leverage, as evidenced by its ability to
maintain industry-leading margins and adequate liquidity.  The
rating affirmation reflects the complementary nature of the
proposed acquisition and attributes value to the realization of
some synergies within the near term after combination.

However, the rating remains constrained by the paucity of free
cash flow relative to sizable pro-forma debt, which exceeds pro-
forma consolidated revenue.  Moreover, Moody's has concerns about
the quality of earnings, pro-forma for the proposed transactions,
given the high concentration of customers (one customer is
approximately 17% of consolidated revenue and the top fifteen
customers account for close to 70%) and the material amount of
add-backs to EBIT given the negative unadjusted pro-forma EBIT.


GREEN TREE: S&P Junks 65 Housing Trust Certificate Classes
----------------------------------------------------------
Standard & Poor's Ratings Services cut its ratings on 149 classes
from various manufactured housing transactions related to Green
Tree Investment Holdings LLC, formerly Conseco Finance Corp.'s
manufactured housing business, and removed 133 of the ratings from
CreditWatch negative, where they were placed August 30, 2004.  

At the same time, ratings are affirmed on 61 classes from various
Green Tree manufactured housing transactions; seven of the
affirmed ratings have been removed from CreditWatch negative,
where they were placed August 30, 2004.

The lowered ratings reflect the continued poor performance trends
displayed by the underlying pools of manufactured housing
contracts and the resulting deterioration in credit enhancement
since Standard & Poor's last rating actions in March 2004.

Although delinquency levels decreased in many transactions, the
high levels of repossessions and high loss severity rates have
caused significant depletion in available credit support in many
of Green Tree's manufactured housing transactions.  Most of the
transactions have experienced principal write-downs on their
subordinate classes.  In some transactions, high losses have
contributed to the complete principal write-downs on the
subordinate classes, resulting in partial principal write-downs of
the mezzanine classes.

The affirmed ratings reflect sufficient credit enhancement
available to support the classes at their current rating levels.
Although projected lifetime cumulative net losses for all
transactions currently exceed original expectations, credit
enhancement levels in some series issued in earlier vintages
continue to provide adequate protection to investors so as to
maintain the current ratings.

Credit enhancement for the classes in seasoned transactions with
affirmed ratings has been achieved through the sequential pay
structure of the deals in which subordination levels supporting
the senior classes continue to build as the collateral pools and
the senior classes pay down.

    
      Ratings Lowered And Removed From Creditwatch Negative
    
    Green Tree Financial Corporation Man Housing Trust 1995-2
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               B-1     BBB            A-/Watch Neg


    Green Tree Financial Corporation Man Housing Trust 1995-3
   
                              Rating
                              ------
              Class     To                From
              -----     --                ----
               B-1     BBB+           A+/Watch Neg
    

    Green Tree Financial Corporation Man Housing Trust 1995-4
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     A              AA/Watch Neg   
               B-1     B              BB/Watch Neg   

    
    Green Tree Financial Corporation Man Housing Trust 1995-5
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     AA+            AAA/Watch Neg   
               B-1     BBB-           A/Watch Neg     
    

    Green Tree Financial Corporation Man Housing Trust 1995-6
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     A-             AA-/Watch Neg   
               B-1     BB-            BBB/Watch Neg   
    
     Green Tree Financial Corporation Man Housing Trust 1995-7
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     A+               AA/Watch Neg     
               B-1     B+               BBB-/Watch Neg   
   

    Green Tree Financial Corporation Man Housing Trust 1995-8
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     AA             AAA/Watch Neg   
               B-1     B              BB+/Watch Neg   
    
    Green Tree Financial Corporation Man Housing Trust 1995-9
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     A-             A+/Watch Neg   
               B-1     B              BB/Watch Neg   
      
    Green Tree Financial Corporation Man Housing Trust 1996-1
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     BBB+           AA-/Watch Neg   
               B-1     B-             BB/Watch Neg    
    
    Green Tree Financial Corporation Man Housing Trust 1996-2
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     BBB            A-/Watch Neg    
               B-1     CCC-           CCC/Watch Neg   
     
    Green Tree Financial Corporation Man Housing Trust 1996-3
    
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     BBB-           BBB+/Watch Neg   
               B-1     CCC-           CCC/Watch Neg    
   
    Green Tree Financial Corporation Man Housing Trust 1996-4
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     B+             BB/Watch Neg   
    
    Green Tree Financial Corporation Man Housing Trust 1996-5
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     BB-            BBB-/Watch Neg
   
    Green Tree Financial Corporation Man Housing Trust 1996-6
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     BB+            BBB/Watch Neg   
    
    Green Tree Financial Corporation Man Housing Trust 1996-7
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     BBB            BBB+/Watch Neg   
               B-1     CCC-           CCC/Watch Neg    
     
    Green Tree Financial Corporation Man Housing Trust 1996-8
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     BB-            BB+/Watch Neg   
    
    Green Tree Financial Corporation Man Housing Trust 1996-9
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     BBB            BBB+/Watch Neg   
               B-1     CCC-           CCC/Watch Neg    
    
   Green Tree Financial Corporation Man Housing Trust 1996-10
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     BB+            BBB/Watch Neg   
               B-1     CCC-           CCC/Watch Neg   
   
    Green Tree Financial Corporation Man Housing Trust 1997-4
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-5     AA+            AAA/Watch Neg   
               A-6     AA+            AAA/Watch Neg   
               A-7     AA+            AAA/Watch Neg   
               M-1     BB             BBB-/Watch Neg  
     
    Green Tree Financial Corporation Man Housing Trust 1997-6
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-6     AA             AA+/Watch Neg   
               A-7     AA             AA+/Watch Neg   
               A-8     AA             AA+/Watch Neg   
               A-9     AA             AA+/Watch Neg   
               A-10    AA             AA+/Watch Neg   
               M-1     B+             BB/Watch Neg    
   
    Green Tree Financial Corporation Man Housing Trust 1997-7
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-6     AA             AA+/Watch Neg   
               A-7     AA             AA+/Watch Neg   
               A-8     AA             AA+/Watch Neg   
               A-9     AA             AA+/Watch Neg   
               A-10    AA             AA+/Watch Neg   
               M-1     B+             BB/Watch Neg    
   
    Green Tree Financial Corporation Man Housing Trust 1997-8
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-1     AA             AA+/Watch Neg   
               M-1     B+             BB/Watch Neg    
    
    Green Tree Financial Corporation Man Housing Trust 1998-2
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-5     A-             A+/Watch Neg   
               A-6     A-             A+/Watch Neg   
               M-1     B-             B+/Watch Neg   
   
    Green Tree Financial Corporation Man Housing Trust 1998-3
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-5     A-             A+/Watch Neg   
               A-6     A-             A+/Watch Neg   
               M-1     B-             B/Watch Neg    
    
    Green Tree Financial Corporation Man Housing Trust 1998-5
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-1     A-             AA-/Watch Neg   
               M-1     B-             BB-/Watch Neg   
   
    Green Tree Financial Corporation Man Housing Trust 1998-6
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-6     BBB+           A/Watch Neg     
               A-7     BBB+           A/Watch Neg     
               A-8     BBB+           A/Watch Neg     
               M-1     B-             B+/Watch Neg    
               M-2     CCC            CCC+/Watch Neg  
   
    Green Tree Financial Corporation Man Housing Trust 1998-8
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-1     BBB            A-/Watch Neg    
               M-1     B-             BB-/Watch Neg   
               M-2     CCC            CCC+/Watch Neg  
   
Manufactured Housing Senior/Subordinated Pass-Thru Trust 1999-1
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-4     B              BBB/Watch Neg   
               A-5     B              BBB/Watch Neg   
               A-6     B              BBB/Watch Neg   
               A-7     B              BBB/Watch Neg   
               M-1     CCC            B-/Watch Neg    
               M-2     CCC-           CCC/Watch Neg   
   
Manufactured Housing Senior/Subordinated Pass-Thru Trust 1999-2
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-3     B              BBB/Watch Neg   
               A-4     B              BBB/Watch Neg   
               A-5     B              BBB/Watch Neg   
               A-6     B              BBB/Watch Neg   
               A-7     B              BBB/Watch Neg   
               M-1     CCC            B-Watch Neg     
               M-2     CCC-           CCC/Watch Neg   
    
Manufactured Housing Senior/Subordinated Pass-Thru Trust 1999-3
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-5     B              BBB/Watch Neg   
               A-6     B              BBB/Watch Neg   
               A-7     B              BBB/Watch Neg   
               A-8     B              BBB/Watch Neg   
               A-9     B              BBB/Watch Neg   
               M-1     CCC            B-/Watch Neg    
               M-2     CCC-           CCC/Watch Neg   
    
Manufactured Housing Senior/Subordinated Pass-Thru Trust 1999-4
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-5     CCC            BB-/Watch Neg   
               A-6     CCC            BB-/Watch Neg   
               A-7     CCC            BB-/Watch Neg   
               A-8     CCC            BB-/Watch Neg   
               A-9     CCC            BB-/Watch Neg   
               M-1     CCC-           CCC/Watch Neg   
   
Manufactured Housing Senior/Subordinated Pass-Thru Trust 1999-5
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-4     CCC            B+/Watch Neg    
               A-5     CCC            B+/Watch Neg    
               A-6     CCC            B+/Watch Neg    
               M-1     CCC-           CCC/Watch Neg   
   
              Manufactured Housing Contract Senior/
               Subordinated Pass-Thru Trust 1999-6
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-1     CCC            B-/Watch Neg
               M-1     CCC-           CCC/Watch Neg
   
Manufactured Housing Senior/Subordinated Pass-thru Trust 2000-2
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-4     CCC            CCC+/Watch Neg   
               A-5     CCC            CCC+/Watch Neg   
               A-6     CCC            CCC+/Watch Neg   
     
    Conseco MH Senior/Subordinated Pass-Through Trust 2000-3
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A       CCC            B-/Watch Neg    
               M-1     CCC-           CCC/Watch Neg   
    
              Manufactured Housing Contract Senior
        Subordinated Pass-thru Certificates Series 2000-4
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-4     CCC            CCC+/Watch Neg   
               A-5     CCC            CCC+/Watch Neg   
               A-6     CCC            CCC+/Watch Neg   

              Manufactured Housing Contract Senior
        Subordinated Pass-thru Certificates Series 2000-5
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-4     CCC            B-/Watch Neg   
               A-5     CCC            B-/Watch Neg   
               A-6     CCC            B-/Watch Neg   
               A-7     CCC            B-/Watch Neg   
   
              Manufactured Housing Contract Senior
        Subordinated Pass-thru Certificates Series 2000-6
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-4     B-             B/Watch Neg     
               A-5     B-             B/Watch Neg     
   
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-1
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     CCC-           CCC/Watch Neg   
   
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-2
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     CCC            B-/Watch Neg   
               M-2     CCC-           CCC/Watch Neg  
   
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-3

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-2     B-             B+/Watch Neg    
               A-3     B-             B+/Watch Neg    
               A-4     B-             B+/Watch Neg    
               M-1     CCC            B-/Watch Neg    
               M-2     CCC-           CCC/Watch Neg   
   
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-4

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-2     B-             B+/Watch Neg    
               A-3     B-             B+/Watch Neg    
               A-4     B-             B+/Watch Neg    
               M-1     CCC            B-/Watch Neg    
               M-2     CCC-           CCC/Watch Neg   
    
              Manufactured Housing Contract Senior
      Subordinated Pass-Through Certificates Series 2002-1
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-1     BB+            BBB-/Watch Neg   
               M-1-A   CCC+           B-/Watch Neg     
               M-1-F   CCC+           B-/Watch Neg     
               M-2     CCC-           CCC/Watch Neg    
               B-1     CC             CCC/Watch Neg
   
              Manufactured Housing Contract Senior
      Subordinated Pass-Through Certificates Series 2002-2
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-2     BB+            BBB/Watch Neg   
               M-1     B-             B+/Watch Neg    
               M-2     CCC            B-/Watch Neg    
               B-1     CCC-           CCC/Watch Neg   
      

                         Ratings Lowered

    Green Tree Financial Corporation Man Housing Trust 1996-4
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-6     AA+                AAA
               A-7     AA+                AAA
     
Manufactured Housing Senior/Subordinated Pass-Thru Trust 1999-1

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               B-1     CC                 CCC-  
    
Manufactured Housing Senior/Subordinated Pass-Thru Trust 1999-2

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               B-1     CC                 CCC-
   
Manufactured Housing Senior/Subordinated Pass-Thru Trust 1999-3

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               B-1     CC                 CCC-
   
Manufactured Housing Senior/Subordinated Pass-Thru Trust 1999-4

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-2     CC                 CCC-
     
Manufactured Housing Senior/Subordinated Pass-Thru Trust 1999-5

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-2     CC                 CCC-
     
              Manufactured Housing Contract Senior
               Subordinate Pass-Thru Trust 1999-6

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-2     CC                 CCC-
     
Manufactured Housing Senior/Subordinated Pass-thru Trust 2000-2

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-2     CC                 CCC-
     
     Conseco MH Senior/Subordinate Pass-Through Trust 2000-3

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               B-1     CC                 CCC-
     
                Manufactured Hsg Contract Senior
        Subordinated Pass-thru Certificates Series 2000-4

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-2     CC                 CCC-
     
              Manufactured Housing Contract Senior
        Subordinated Pass-thru Certificates Series 2000-6

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               B-1     CC                 CCC-
    
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-1

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-2     CC                 CCC-
     
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-2

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               B-1     CC                 CCC-
    
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-3

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               B-1     CC                 CCC-
    
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-4

                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               B-1     CC                 CCC-
     

     Ratings Affirmed And Removed From Creditwatch Negative
      
    Green Tree Financial Corporation Man Housing Trust 1995-2
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     AAA            AAA/Watch Neg
   
    Green Tree Financial Corporation Man Housing Trust 1995-3
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     AAA            AAA/Watch Neg   
   
   Green Tree Financial Corporation Man Housing Trust 1995-10
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     AA-            AA-/Watch Neg
               B-1     BB             BB/Watch Neg
     
              Manufactured Housing Contract Senior
        Subordinated Pass-thru Certificates Series 2000-6
   
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               M-1     CCC            CCC/Watch Neg
   
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-1
     
                              Rating
                              ------
              Class    To                 From
              -----    --                 ----
               A-4     B-             B-/Watch Neg
               A-5     B-             B-/Watch Neg
     

                        Ratings Affirmed
    
    Green Tree Financial Corporation Man Housing Trust 1995-2
   
                         Class    Rating
                         -----    ------
                         A-6      AAA
    
    Green Tree Financial Corporation Man Housing Trust 1995-3
   
                         Class    Rating
                         -----    ------
                         A-6      AAA
    
    Green Tree Financial Corporation Man Housing Trust 1995-4
   
                         Class    Rating
                         -----    ------
                         A-5      AAA
                         A-6      AAA
    
   Green Tree Financial Corporation Man Housing Trust 1995-5
     
                         Class    Rating
                         -----    ------
                         A-6      AAA
    
    Green Tree Financial Corporation Man Housing Trust 1995-6
   
                         Class    Rating
                         -----    ------
                         A-5      AAA
                         A-6      AAA
     
    Green Tree Financial Corporation Man Housing Trust 1995-7
   
                         Class    Rating
                         -----    ------
                         A-5      AAA
                         A-6      AAA
    
    Green Tree Financial Corporation Man Housing Trust 1995-8
   
                         Class    Rating
                         -----    ------
                         A-6      AAA
    
    Green Tree Financial Corporation Man Housing Trust 1995-9
   
                         Class    Rating
                         -----    ------
                         A-6      AAA
     
   Green Tree Financial Corporation Man Housing Trust 1995-10
    
                         Class    Rating
                         -----    ------
                         A-6      AAA
    
    Green Tree Financial Corporation Man Housing Trust 1996-1
   
                         Class    Rating
                         -----    ------
                         A-4      AAA
                         A-5      AAA
   
    Green Tree Financial Corporation Man Housing Trust 1996-2
   
                         Class    Rating
                         -----    ------
                         A-4      AAA
                         A-5      AAA
     
    Green Tree Financial Corporation Man Housing Trust 1996-3
   
                         Class    Rating
                         -----    ------
                         A-5      AAA
                         A-6      AAA
     
    Green Tree Financial Corporation Man Housing Trust 1996-4
    
                         Class    Rating
                         -----    ------
                         B-1      CCC-
    
    Green Tree Financial Corporation Man Housing Trust 1996-5
    
                         Class    Rating
                         -----    ------
                         A-6      AAA
                         A-7      AAA
                         B-1      CCC-
     
    Green Tree Financial Corporation Man Housing Trust 1996-6
    
                         Class    Rating
                         -----    ------
                         A-6      AAA
                         B-1      CCC-
    
    Green Tree Financial Corporation Man Housing Trust 1996-7
    
                         Class    Rating
                         -----    ------
                         A-6      AAA
    
    Green Tree Financial Corporation Man Housing Trust 1996-8
     
                         Class    Rating
                         -----    ------
                         A-6      AAA
                         A-7      AAA
                         B-1      CCC-
    
    Green Tree Financial Corporation Man Housing Trust 1996-9
     
                         Class    Rating
                         -----    ------
                         A-5      AAA
                         A-6      AAA
    
   Green Tree Financial Corporation Man Housing Trust 1996-10
   
                         Class    Rating
                         -----    ------
                         A-5      AAA
                         A-6      AAA
   
    Green Tree Financial Corporation Man Housing Trust 1997-4
    
                         Class    Rating
                         -----    ------
                         B-1      CCC-
    
    Green Tree Financial Corporation Man Housing Trust 1997-6
    
                         Class    Rating
                         -----    ------
                         B-1      CCC-
     
    Green Tree Financial Corporation Man Housing Trust 1997-7
    
                         Class    Rating
                         -----    ------
                         B-1      CCC-
   
    Green Tree Financial Corporation Man Housing Trust 1997-8
    
                         Class    Rating
                         -----    ------
                         B-1      CCC-
  
    Green Tree Financial Corporation Man Housing Trust 1998-2
    
                         Class    Rating
                         -----    ------
                         B-1      CCC-
   
    Green Tree Financial Corporation Man Housing Trust 1998-3
    
                         Class    Rating
                         -----    ------
                         B-1      CCC-
    
    Green Tree Financial Corporation Man Housing Trust 1998-5
    
                         Class    Rating
                         -----    ------
                         B-1      CCC-
    
    Green Tree Financial Corporation Man Housing Trust 1998-6
     
                         Class    Rating
                         -----    ------
                         A-5      AA-
                         B-1      CCC-
   
    Green Tree Financial Corporation Man Housing Trust 1998-8
     
                         Class    Rating
                         -----    ------
                         B-1      CCC-
     
                   Manufactured Housing Senior
               Subordinated Pass-thru Trust 2000-2
    
                         Class    Rating
                         -----    ------
                         M-1      CCC-
    
     Conseco MH Senior/Subordinate Pass-Through Trust 2000-3
     
                         Class    Rating
                         -----    ------
                         M-2      CCC-
      
              Manufactured Housing Contract Senior
        Subordinated Pass-thru Certificates Series 2000-4
    
                         Class    Rating
                         -----    ------
                         M-1      CCC-
     
              Manufactured Housing Contract Senior
        Subordinated Pass-thru Certificates Series 2000-5
     
                         Class    Rating
                         -----    ------
                         M-1      CCC-
                         M-2      CCC-
                         B-1      CC
   
              Manufactured Housing Contract Senior
        Subordinated Pass-thru Certificates Series 2000-6
     
                         Class    Rating
                         -----    ------
                         M-2      CCC-
      
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-1
     
                         Class    Rating
                         -----    ------
                         A-IO      A
     
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-2
     
                         Class    Rating
                         -----    ------
                         A-IO     A
     
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-3
     
                         Class    Rating
                         -----    ------
                         A-IO     A+
   
              Manufactured Housing Contract Senior
        Subordinated Pass-Thru Certificates Series 2001-4
     
                         Class    Rating
                         -----    ------
                         A-IO     A+
     
              Manufactured Housing Contract Senior
           Sub Pass-Through Certificates Series 2002-2
     
                         Class    Rating
                         -----    ------
                         A-IO     AAA


HOMESTEADS AT NEWTOWN: Needs to Access GECC's Cash Collateral
-------------------------------------------------------------
Homesteads at Newtown, LLC, asks the U.S. Bankruptcy Court for the
District of Connecticut, for permission to use cash collateral
securing repayment of loans from General Electric Capital
Corporation.

The Debtors need access to GE's cash collateral to fund their
ongoing business operations, including payroll, and to pay vendors
and other current postpetition obligations to prevent immediate
and irreparable harm to the estate.

Homesteads issued on October 26, 1999, a promissory note and
mortgage in the original principal amount of $15,757,200.  Under
the terms of the Note, it accrues an interest rate of 8 percent
per annum.  General Electric is the current holder of the Note and
the Mortgage, which totals more than $18 million.

The Debtor seeks authority to use the cash collateral in
accordance with their operating budget for the months of September
to November projecting:

                               For the Month of
                        September   October  November
                        ---------   -------  --------
          Revenues       $256,239  $256,297  $256,355
          
          Operating
          Expenses        235,003   235,003   235,003

          Taxes/Sewer
          Use & Assess.    21,038    21,038    21,038
          
          Mortgage &
          Depreciation     77,565    77,565    77,565
                          -------   -------   -------
          Net Income     ($77,367) ($77,309) ($77,251)


To protect GECC's from any diminution in the value of its
collateral, the Debtor proposes to make monthly payments of
$12,844 to GECC.

As of the petition date, GECC had not given its consent to the use
of its cash collateral.

Headquartered in Guilford, Conneticut, The Homesteads at Newtown,
LLC, -- http://www.homesteadsct.com/-- is a life-care community.  
The Company filed for protection on September 10, 2004 (Bankr. D.
Conn. Case No. 04-34262).  Mark R. Jacobs, Esq., at Jacobs
Partners LLC, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated more than $10 million in assets and debts.


HOUSTON HYATT: Fitch Downgrades Four 2001 Mortgage Certificates
---------------------------------------------------------------
Fitch Ratings downgrades COMM 2001-FL5's commercial mortgage pass-
through certificates:

     --$19.0 million class G to 'B+' from 'BB';
     --$1.9 million class K-HH to 'B' from 'B+';
     --$1.4 million class L-HH to 'CCC' from 'B-';
     --$3.3 million class M-HH to 'CCC' from 'B-'.

Fitch affirms these classes:

     --$41.8 million class D at 'AA';
     --$27.5 million class E at 'A+';
     --$26.5 million class F at 'A-';
     --Interest-only class X-2 at 'AAA'.

Fitch does not rate classes K-LG, L-LG, and M-LG.

These classes have been paid in full:

     -- A-1, X-1, B, C, K-NB, K-FF, L-FF, M-FF, N-FF, K-CP,
        L-CP, K-GB, L-GB, K-AA, L-AA, M-AA, and N-AA.

The downgrades reflect the deterioration in the Houston Hyatt
loan, which now represents 58.0% of the trust mortgage asset.
The loan, currently 60 days delinquent, was transferred to the
special servicer, Lennar Partners, Inc., in July 2004.
Classes L-HH and M-HH are experiencing interest shortfalls due to
special servicing fees and an appraisal reduction recorded in
September 2004.

The Houston Hyatt loan is split into:

   (a) a $63.8 million A note,
   (b) $6.5 million B note, and
   (c) a $17.2 million C note.  

The K-HH, L-HH, and M-HH classes are directly tied to the B note.  
The C note provides credit support to the A and B notes.  The
appraisal reduction amount indicates a potential loss on the M-HH
class of $1.6 million.

The Houston Hyatt, with 977 rooms, is located in downtown Houston,
whose office submarket has experienced significant softening.  As
of year-end 2003, the Hyatt's revenue per available room -- RevPAR
-- was down 33% from issuance.  The loan had a YE 2003 Fitch-
stressed debt service coverage ratio -- DSCR -- of 0.67 times,
compared with 1.74x at issuance.  Sixty percent of the rooms were
off-line for a period of time in 2003 for renovation.  Three new
hotels aggregating 1,558 rooms were added to the competitive set
in December 2003 and January 2004 contributing to the decline in
RevPAR and property cash flow, as well.  In February 2004,
ChevronTexaco announced its plans to acquire the empty 1.2 million
square foot office building adjacent to the Hyatt.  This is likely
to have a moderate positive effect on the performance of the hotel
as the building becomes occupied.

The only other loan in the pool is the Loews Miami Beach hotel
(42.0%).  The Fitch-stressed DSCR remains strong at 2.49x as of YE
2003, compared with 2.79x at issuance.  NCF at YE 2003 increased
10% over that of YE 2002.  This hotel loan has an investment-grade
credit assessment.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


HYPPCO FINANCE: Fitch Affirms $115M Class A-2 Notes' Junk Rating
----------------------------------------------------------------
Fitch Ratings affirms one tranche of HYPPCO Finance Company Ltd.:

   -- $115,671,026 class A-2 notes 'CCC-'

HYPPCO Finance Company Ltd. is a collateralized debt obligation
managed by Delaware Investment Advisors, Inc.  The CBO was
established in February 1996, to issue approximately $322 million
in notes and equity.  Payments are made semi-annually in March and
September and the reinvestment period ended in September 2000. The
ratings of the class A-2 notes address the timely payment of
interest and the ultimate payment of principal.

Fitch reviewed the credit quality of the individual assets
comprising the portfolio.  Since Fitch's last rating action in
January 2002, the portfolio continues to experience negative
performance through impaired and defaulted assets, along with a
negative change to the weighted average rating factor.  The class
A-1 notes have paid-in-full, while the class A-2 notes have paid
down approximately 61% of its original note balance and all
tranches are receiving current interest.  Accordingly, as a result
of its analysis, Fitch has determined that the assigned ratings to
all rated notes reflect the current risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments as needed.


IMPAC MEDICAL: PwC Replaces Deloitte as Independent Auditor
-----------------------------------------------------------
IMPAC Medical Systems, Inc., (Nasdaq: IMPCE) reported the
appointment of a new independent auditor and that it determined
that it will be required under generally accepted accounting
principles to restate its restated financial statements for the
fiscal years ended September 30, 2001, through 2003 filed in April
2004 and its quarterly financial statements for the first and
second quarters of fiscal year 2004.

                     Application of SOP 97-2

As previously reported, the Company's prior independent auditor,
Deloitte & Touche LLP, resigned on August 16, 2004, due to a
disagreement with management concerning its application of
Statement of Position 97-2, "Software Revenue Recognition," with
respect to the timing of its recognition of certain revenues in
its restated financial statements for the fiscal years ended
September 30, 2001 through 2003 filed in April 2004. In its
restated financial statements, which were audited by
PricewaterhouseCoopers LLP, the Company applied the concept of
constructive cancellation to approximately 40 sales agreements
where it determined that the probability of delivering the
remaining undelivered element(s) was remote and the undelivered
element(s) was not critical to the operation of the delivered
elements.  Employing constructive cancellation, the Company deemed
that all elements of the arrangement had been delivered and
shifted the revenues to the acceptance date of the last products
delivered under the applicable sales agreement.  Deloitte informed
the Company that, absent additional evidence, Deloitte believes
that revenue from these transactions should be deferred until the
undelivered elements are delivered, the sales agreement has been
formally amended, or the customer's right to such undelivered
element has lapsed.

On August 18, 2004, the Company submitted a letter to the Office
of the Chief Accountant of the Securities and Exchange Commission
requesting pre-filing clearance from the SEC regarding the
particular aspect of the Company's application of SOP 97-2 with
respect to the concept of constructive cancellation of undelivered
elements in multiple-element arrangements.  The SEC confirmed that
it is acceptable to apply the principle of constructive
cancellation to allow the recognition of revenue with respect to
those elements of a multiple-element arrangement, which have been
accepted.  In doing so, the Company must have sufficient competent
evidence that the obligation to deliver the remaining undelivered
products is remote during the period in which the undelivered
elements were deemed to have been constructively cancelled and
revenue was recognized.  Accordingly, revenue recognized on the
date of the last delivery of arrangements with constructively
cancelled undelivered elements must be shifted to the date when
sufficient competent evidence of cancellation was obtained.

       Impact on Previously Reported Financial Statements

The Company adopted the SEC's revenue recognition guidance and
reviewed the sufficiency of the constructive cancellation evidence
to determine if the timing of revenue recognition during the
restatement was appropriate.  Based on this review and the
application of the SEC's revenue recognition guidance, the Company
determined that it will be required under GAAP to restate its
restated financial statements for the fiscal years ended
Sept. 30, 2001 through 2003 filed in April 2004 and its quarterly
financial statements for the first and second quarters of fiscal
year 2004.  Accordingly, the previously issued financial
statements for the periods should no longer be relied upon.

The Company currently estimates the primary adjustments to the
income statement would be (amounts in thousands):

                   FY 2000      FY 2001      FY 2002      FY 2003
                   -------      -------      -------      -------
Revenue impact         $38       $(555)     $(1,400)       $1,520
Travel expense          --         (37)         (48)           84
Commission expense       1         (31)         (72)           79
Total increase
(reduction) of
operating income      $37       $(487)     $(1,280)       $1,357
Total estimated
increase (reduction)
in net income         $23       $(330)       $(838)         $883


                   1st Qtr      2nd Qtr      3rd Qtr   Cumulative
                   FY 2004      FY 2004      FY 2004       Impact
                   -------      -------      -------      -------

Revenue impact      $1,006         $342         $408       $1,359
Travel expense          61           21           23          104
Commission expense      44           12           17           50
Total increase
(reduction) of
operating income     $901         $309         $368       $1,205
Total estimated
increase (reduction)
in net income        $586         $201         $239         $764


In addition to the adjustments, the Company will examine and
adjust, if necessary, the provision for income taxes.  None of the
adjustments are expected to affect previously reported total cash
flows from operations.  The approximately $397,550 of previously
reported revenue in fiscal years 2000 through 2003 to be deferred
in the restatement will be recognized in future periods when there
is additional documentation that each contract has been completed.  
The Company notes that it has been fully paid for the $397,550 of
revenue in question related to these contracts, which were
delivered and installed in all circumstances more than eighteen
months ago and in some cases, more than three years ago.

The estimates are preliminary and have not been reviewed by an
independent auditor.  The results may differ from what the Company
eventually files in its amended Form 10-K/A and Forms 10-Q/A.

The Company's review to date produced no evidence to indicate that
customer receipts are impacted or that the Company's reported
total cash flows from operations will change.  In addition, there
is no evidence indicating any fraudulent behavior or intent to
mislead investors.

As a result of the expected shift in revenues, the Company revised
its previously announced preliminary results for the third quarter
of fiscal 2004.  The Company currently expects to report net sales
of approximately $19.1 million for the quarter ended June 30, 2004
and $50.3 million for the nine months ended June 30, 2004.  In
addition, net income is expected to be $1.7 million for the
quarter ended June 30, 2004 and $3.8 million for the nine months
ended June 30, 2004.

A review of the Company's preliminary results for the third
quarter of fiscal 2004 has not been completed.  The results may
differ from what the Company files in its Form 10-Q for the
quarter ended June 30, 2004.

              Expected Timing of Restatement and
                  Appointment of New Auditor

PwC has been engaged to perform the restatement work with respect
to the fiscal year periods from 2001 to 2003 and that the Company
expects to complete these restatements and make the required Form
10-K/A filing during the week of October 18, 2004.

In addition, the Company engaged Burr, Pilger & Mayer LLP to serve
as the Company's independent auditor of record for fiscal 2004.
BPM will review the Company's fiscal 2004 first, second and third
quarter results.  The Company currently expects to file its
restated Forms 10-Q/A for the first and second quarters of fiscal
2004 and to file its fiscal 2004 third quarter Form 10-Q by
December 3, 2004, once the financial restatement is complete and
the new auditors have completed their review of the fiscal 2004
quarterly results.

                      NASDAQ Appeal Status

The Company received a NASDAQ Staff Determination on August 24,
2004, indicating that its securities are subject to delisting from
The NASDAQ National Market.  The Company requested a hearing
before a NASDAQ Listing Qualifications Panel to review the Staff
Determination.  At a September 17, 2004 hearing, the Company
requested an exception from the NASDAQ Listing Qualifications
Panel for IMPAC's common stock to continue to trade on The NASDAQ
National Market.  The requested exception would allow IMPAC to
file its Form 10-Q for the quarter ended June 30, 2004 by
December 3, 2004.  IMPAC is awaiting a decision from the NASDAQ
Listing Qualifications Panel regarding the Company's request.  
There can be no assurance the Panel will grant the Company's
request for continued listing.

                    Conference Call Scheduled

The Company a previously scheduled investor relations meeting and
conference call to discuss product developments and provide a
company update on Monday, October 4, 2004 at 12:00 PM (ET)/9:00 AM
(PT).  During this call, the Company will also address the
accounting issues and the Company's preliminary analysis of the
impact of the restatement.  The meeting will be held at the Omni
Hotel at CNN Center, Atlanta, Georgia in the Juniper Room.  If you
would like to attend the meeting in Atlanta, please RSVP to
ir@impac.com

The audio portions of the meeting will be available through the
IMPAC website at http://www.impac.com/ Please go to the website  
at least 15 minutes early to register, download and install any
necessary software.  An audio replay will be available on the
IMPAC website for two weeks following the meeting.  Individuals
may listen to the meeting by dialing 1-800-299-9630. International
callers can dial 1-617-786-2904. The PIN number, 90564296, is the
same for both domestic and international participants. Dial in
approximately ten minutes prior to the scheduled teleconference
time.

                About IMPAC Medical Systems Inc.

IMPAC is a leading provider of oncology IT solutions that
streamline both clinical and business operations to help improve
the process of delivering quality patient care.  With open
integration to multiple healthcare data and imaging systems, IMPAC
offers a comprehensive IT solution that includes specialized
electronic charting, full-featured practice management, clinical
laboratory management, an anatomic pathology system, and outcomes
reporting. Supporting more than 2,500 installations worldwide,
IMPAC offers practical solutions that deliver better overall
communication, process efficiency, and quality patient care.  For
more information about IMPAC's products and services, please call
650-623-8800 or visit http://www.impac.com/


INGRAM MICRO: Moody's Affirms 9.875% Senior Notes' Ba2 Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Ingram Micro,
Inc., following Ingram's announcement of its intention to acquire
Tech Pacific, a broadline distributor headquartered in Australia
with a broad sales presence in Asia.  The rating outlook is
stable.  Moody's believes that assumed debt and potential
additional debt that Ingram may use to finance the purchase of
Tech Pacific will not materially change Ingram Micro's financial
profile, and that the current ratings encompass near term
integration risks.  In the longer term, a successful integration
could result in Ingram having a stronger and more profitable
presence in this region.

Ratings affirmed:

   * Senior implied rating of Ba1;
   * Ba2 rating of senior subordinated 9.875% notes due 2008;
   * Ba2 senior unsecured issuer rating.

Moody's does not rate Ingram's secured credit facilities.

The ratings reflect Moody's expectation that Ingram's financial
and operating profiles will not significantly change following the
acquisition of Tech Pacific, while incorporating the potential for
near term integration costs and sales cannibalization.  Tech
Pacific is more profitable in the region than Ingram Micro,
although its profit margins are still slim, and Moody's believes
that the acquisition will provide a net benefit to Ingram Micro in
the longer term.  Ratings are also supported by Ingram's good
liquidity position, which is bolstered by multiple undrawn credit
facilities as well as cash on its balance sheet.

Ingram's ratings are constrained:

     (i) by very thin gross margins which characterize the
         distribution segment;

    (ii) by productivity measures which remain below that of
         similarly rated distributors; and

   (iii) by the historical volatility to cash flow caused by
         changes to working capital as well as operating
         performance.

The rating outlook is stable.  Moody's believes that Ingram Micro
will retain the improvements to operating margins and working
capital, which have resulted from the company's restructuring
efforts and systems improvements.  Some key productivity measures,
including some measuring asset productivity and operating
leverage, remain weaker than those of smaller competitors, which
indicates the potential for further improvement but also signals a
risk of lower cushion to handle unexpected market weakness.  The
acquisition of Tech Pacific could also slow the positive momentum
for the near term as Ingram diverts attention toward completing
the integration and its inevitable early stage costs.

Ratings could rise if Ingram continues to show operating
improvements, which could make it a leader in productivity as well
as revenues, and maintains a conservative financial profile.  
Ratings could fall if Ingram increases its financial or operating
risk as a result of additional significant debt financed
acquisitions, or if the company reverses its trend towards
improved operating metrics.

Based on available information, Moody's believes that Ingram's
leverage measures will weaken slightly on a pro-forma basis
following the acquisition, as a result of the debt being assumed
along with Tech Pacific's operations and the potential for
additional debt financing.  Moody's believes that debt metrics
will remain well within recent historical ranges, and are likely
to fall back to current levels within 12 to 24 months.  Moody's
has been anticipating that Ingram's EBIT/interest levels would
remain above 5.0 times for the near term, and now expects that
coverage could potentially fall below 5.0 times for the near term
following the acquisition.  Debt to EBITDA (adjusted for off
balance sheet financing) is expected to remain around or below 2.0
times, below the 2.4 times number reached in 2001.

Ingram Micro, based in Santa Ana, California, is one of the
largest distributors of information technology products and
services in the world.  Revenues were $22.6 billion in 2003.


INTEGRATED ELECTRICAL: Gets Waivers From Sr. Sub. Noteholders
-------------------------------------------------------------
Integrated Electrical Services, Inc., (NYSE: IES) received waivers
from a majority of its senior subordinated note holders for both
series of its notes outstanding.  The waivers allow Integrated
Electrical until December 15, 2004, to file its fiscal 2004 Third
Quarter Report on Form 10-Q with the Securities and Exchange
Commission.  As of Wednesday, Integrated Electrical is in
compliance with the terms of both series of its senior
subordinated notes.

Additionally, Integrated Electrical is in compliance with the
terms of its $175 million credit facility consisting of a
$50 million term loan and $125 million revolving line of credit,
led by Bank One, NA as administrative agent.  Roddy Allen,
Integrated Electrical's Chief Executive Officer said, "We are
pleased to announce that we received waivers from the majority of
our senior subordinated note holders and are in compliance with
the covenants of our $175 million bank credit facility. We can now
focus 100% on operational issues and organization enhancements to
grow the business."

Integrated Electrical received an amendment dated August 16, 2004,
under the credit facility permitting IES until December 15, 2004
to provide certified financial reporting documentation for its
fiscal third quarter.  That waiver terminated because of the
default under the senior subordinated notes, but has now been
reinstated pursuant to a waiver signed by IES on September 27,
2004, and approved by the majority of the credit facility lenders.

The Company expects to file copies of the waivers from the senior
subordinated note holders and the waivers to the company's credit
facility on or before September 30, 2004 on Form 8-K with the
Securities and Exchange Commission and anticipates that its
delayed Third Quarter Report on Form 10-Q will be filed
concurrently with the filing of its year end financial statements.

                  Senior Management Changes

As reported on August 13, 2004, Integrated Electrical's management
has determined to make the policy, training, controls and
organizational changes as:

   Policy:  Clarified and improved policies will be made
   regarding revenue recognition, ethics compliance and contract
   documentation

   Training:  Significantly expanded and new training programs
   will be required for all individuals involved in financial
   reporting

   Controls:  There will be a change in reporting relationships so
   that the regional controllers will directly report to the chief
   accounting officer

   Organizational:  The number of reporting regions will be
   reduced and a new "rapid response" team will be created to step
   in and assist subsidiaries if experiencing difficulties to
   accelerate corrective measures.

Richard L. China resigned his position as Chief Operating Officer
to accept the appointment of Senior Vice President, Strategic
Business Development.  This appointment will allow Mr. China to
devote his attention exclusively to growing the Company's
strategic client relationships within the government and private
industry sectors.  It will also allow the Company to benefit from
Mr. China's extensive industry and government relationships and
expertise in coordinating large national contracts. He will
continue his responsibilities over surety bonding relationships
and will remain on the Board of Directors.  The position of Chief
Operating Officer will not be filled at this time.

Mr. China's operational duties will be geographically divided and
assumed by Miles Dickinson, Senior Vice President -- Western
Operations and Robert Stalvey, Senior Vice President -- Eastern
Operations, both reporting to Mr. Allen.

Previously, Miles Dickinson held the position of Regional
Operating Officer, Central Division and Mr. Stalvey was the Senior
Vice President, Operations for the Company having responsibility
for the operational staff functions.  As a result of these
operational and organizational changes, Integrated Electrical has
realigned its regions into four areas: Northeast, Southeast,
Western and Residential.  Mr. Allen added, "As we assess our
business and look for ways to improve and strengthen our controls,
we believe these senior management changes are a solid step that
help ensure that all company functions are aligned for optimal
execution."

Jeffrey Pugh, Integrated Electrical's Chief Financial Officer
since June 7, 2004, has resigned to pursue other opportunities
effective immediately.  "We appreciate the job Jeff has done in
his short tenure and wish him the very best in his future
endeavors," continued Mr. Allen.  "We are in the process of
identifying candidates for the position of Chief Financial
Officer."

                        About the Company

Integrated Electrical Services, Inc., is the leading national
provider of electrical solutions to the commercial and industrial,
residential and service markets.  The company offers electrical
system design and installation, contract maintenance and service
to large and small customers, including general contractors,
developers and corporations of all sizes.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2004,
Moody's Investors Service 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).


INTERSTATE BAKERIES: Gets Okay to Maintain Existing Bank Accounts
-----------------------------------------------------------------
The Office of the United States Trustee established certain
operating guidelines for debtors-in-possession to supervise the
administration of chapter 11 cases.  These guidelines require
chapter 11 debtors to, among other things:

    (a) close all existing bank accounts and open new debtor-in-
        possession bank accounts;

    (b) establish one debtor-in-possession account for all estate
        monies required for the payment of taxes, including
        payroll taxes;

    (c) maintain a separate debtor-in-possession account for cash
        collateral; and

    (d) obtain checks for all debtor-in-possession accounts, which
        bear the designation "Debtor-In-Possession," the
        bankruptcy case number, and the type of accounts.

As of the Petition Date, in the ordinary course of business,
Interstate Bakeries and its debtor-affiliates maintained over 300
bank accounts located in over 40 states throughout the United
States through which the Debtors manage cash receipts and
disbursements for their entire corporate enterprise.  The majority
of the Bank Accounts are held by Interstate Brands Corporation.

The Debtors routinely deposit, withdraw, and otherwise transfer
funds to, from, and between the accounts by various methods
including checks, drafts, automated clearing house transfers, and
other electronic funds transfers.  In the aggregate, the Debtors
generate thousands of checks, drafts, automated clearing house
transfers, and other electronic funds transfers per week from the
Bank Accounts.  The Debtors believe that all of the Bank Accounts
are in financially stable banking institutions with Federal
Deposit Insurance Corporation or Federal Savings and Loan
Insurance Corporation insurance or other appropriate government-
guaranteed deposit protection insurance.

Furthermore, the Debtors' Bank Accounts are part of a carefully
constructed and automated Cash Management System that ensures the
Debtors' ability to efficiently monitor and control all of their
cash receipts and disbursements.  Requiring the Debtors to close
the existing Bank Accounts and open new accounts would inevitably
disrupt the Debtors' businesses and result in delays impeding
their ability to transition smoothly into Chapter 11, and would
likewise jeopardize their efforts to successfully reorganize in a
timely and efficient manner.

Accordingly, at the Debtors' request, the Court authorizes them
to continue maintaining their existing Bank Accounts, and to
open additional bank accounts and close existing Bank Account as
may be deemed necessary and appropriate.  The Banks are
authorized to honor the Debtors' requests to open or close the
Bank Accounts, as the case may be, provided, however, that any
new account will be with a bank that is insured with the
FDIC or the FSLIC and that is organized under the laws of the
United States or any state.

The Debtors also sought and obtained the Court's authority to
treat the Bank Accounts as debtor-in-possession accounts and to
continue using the same account numbers, styles, and document
forms as those employed during the prepetition period.

Pursuant to, and in accordance with, applicable prepetition
deposit and cash management agreements between the Debtors and
each bank or financial institution at which the Bank Accounts are
maintained, the Court authorizes and directs the Banks to
continue to service and administer the Bank Accounts as accounts
of the Debtors as debtors-in-possession without interruption and
in the usual and ordinary course, and provided that sufficient
funds are immediately available and on deposit in the applicable
accounts, to accept and process deposits into the Debtors'
accounts, in whatever form received and to process, honor and pay
any and all checks, drafts, automated clearing house transfers,
and other electronic funds transfers drawn or ordered on the Bank
Accounts after the Petition Date by the Debtors.

In addition, any checks, drafts, automated clearing house
transfers, and other electronic funds transfers drawn or ordered
on the Bank Accounts by the Debtors before the Petition Date will
be timely honored by any of the Banks to the extent necessary to
comply with any Court order authorizing the payment of certain
prepetition claims, provided that sufficient funds are
immediately available and on deposit in the applicable accounts,
unless the Bank is instructed by the Debtors to stop payment on
or otherwise dishonor the check, draft, automated clearing house
transfer, or other electronic funds transfer.

Each Bank that maintains a disbursement account will implement
reasonable handling procedures.  No Bank that implements handling
procedures and then honors a prepetition check or other item
drawn on any account either:

     (i) at the direction of the Debtors to honor the prepetition
         check or item;

    (ii) in good faith belief that the Court has authorized the
         prepetition check or item to be honored; or

   (iii) as a result of an innocent mistake made despite
         implementation of the handling procedures,

will be deemed to be liable to the Debtors or their estates.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately 32,000
in 54 bakeries, more than 1,000 distribution centers and 1,200
thrift stores throughout the U.S.  

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


INTERSTATE BAKERIES: Court Waives Investment & Deposit Guidelines
-----------------------------------------------------------------
Section 345(a) of the Bankruptcy Code authorizes deposits or
investments of money of a bankruptcy estate in a manner that will
"yield the maximum reasonable net return on such money, taking
into account the safety of such deposit or investment."  For
deposits or investments that are not "insured or guaranteed by
the United States or by a department, agent or instrumentality of
the United States or backed by the full faith and credit of the
United States," Section 345(b) provides that the estate must
require from the entity with which the money is deposited or
invested a bond in favor of the United States secured by
the undertaking of an adequate corporate surety.  A court may,
however, relieve a debtor-in-possession of the restrictions
imposed by Section 345(b) for "cause."

Because the banks at which they maintain Bank Accounts are
financially stable banking institutions and are insured by
Federal Deposit Insurance Corporation, Interstate Bakeries
Corporation and its debtor-affiliates believe that the investment
and deposit restrictions of Section 345 are inapplicable.  Paul M.
Hoffmann, Esq., at Stinson Morrison Hecker, LLP, in Kansas City,
Missouri, also notes that the majority of the Bank Accounts used
by the Debtors are nothing more than pass-through accounts,
holding the Debtors' funds for a very short period of time.  
Nonetheless, out of an abundance of caution, to the extent that
the Debtors' deposits and investments do not conform with the
investment and deposit restrictions of Section 345, the Debtors
ask the Court to waive these requirements.

Given these circumstances, the Debtors maintain that their use of
the Bank Accounts substantially conforms with the approved
investment practices identified in Section 345, and that all
deposits and investments into their Bank Accounts are safe,
prudent and designed to yield the maximum reasonable net
return on the funds invested.  Yet, to the extent that these
deposits and investments do not conform with the approved
investment practices identified in Section 345, the Debtors
believe that cause exists to waive the requirements.

                         *     *     *

Judge Venters promptly grants the Debtors' request.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately 32,000
in 54 bakeries, more than 1,000 distribution centers and 1,200
thrift stores throughout the U.S.  

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


KAISER ALUMINUM: Court Approves Credit Covenant Limited Waiver
--------------------------------------------------------------
Kaiser Aluminum obtained approval from the U.S. Bankruptcy Court
for the District of Delaware for an extension of an existing
limited consent and waiver -- from September 30, 2004 through
October 31, 2004 -- in respect of a financial covenant associated
with its Postpetition Credit Agreement.  The limited consent and
waiver also provides lender approval of the pending sale of
Kaiser's interests in and related to the Valco aluminum smelter in
Ghana.  In addition, the lenders have approved the extension
pending completion of a broader amendment to the Credit Agreement.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.

The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones,
Day, Reavis & Pogue, represent the Debtors in their restructuring
efforts.  On September 30, 2001, the Company listed $3,364,300,000
in assets and $3,129,400,000 in debts.


KAISER ALUMINUM: Wants to Sell Queensland Alumina Stake to Comalco
------------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates have long
contemplated a sale of their 20% interest in Queensland Alumina,
Ltd., an alumina refinery in Australia.  In June 2004, the Debtors
asked the United States Bankruptcy Court for the District of
Delaware for permission to sell the QAL Interests through an
auction in the hope of netting lucrative offers for the Assets.  
The strategy flopped and on August 16, 2004, the Debtors withdrew
the sale because no qualified bids were received.  The Debtors
explored other options for a possible sale.

Shortly thereafter, the Debtors approached Comalco Limited, one of
the other current owners of QAL and a holder of a right of first
opportunity if at any time the Debtors want to sell or otherwise
dispose of their QAL Interests.  The Debtors also approached
several other potential purchasers to select a stalking horse
bidder to continue the sale process for the QAL Interests.

Both Comalco and Glencore AG indicated their willingness to act as
a stalking horse bidder.  However, because entry into a stalking
horse agreement with Comalco would obviate the need to recommence
the five-month notice procedures relating to Comalco's RFO and
Comalco took the position that the Debtors would otherwise be
required to restart the notice period, the Debtors decided to
focus their efforts in negotiating a purchase agreement with
Comalco.

Following several weeks of negotiations, the Debtors and Comalco,
through its subsidiary Comalco Aluminium Limited, entered into a
purchase agreement and a letter agreement, both dated
September 22, 2004.

                    Comalco Purchase Agreement

Pursuant to the Purchase Agreement, Debtors Kaiser Alumina
Australia and Kaiser Aluminum & Chemical Corporation will sell to
Comalco:

    -- 442,399 Class A ordinary shares of QAL, held by Kaiser
       Australia; and

    -- one Class A ordinary share of QAL, held by KACC in trust
       for Kaiser Australia.

The Debtors will also assign to Comalco all of their rights in, to
and under all agreements and arrangements relating to QAL.  KACC
will assign all its rights under an "Agreement Collateral to Share
Purchase Agreement" relating to the RFO.

Debtor Kaiser Aluminium International, Inc., will assign all of
its rights under the sales contracts related to QAL.

Comalco will assume all of the obligations related to the
Assigned Agreements.

The Debtors will also sell to Comalco:

   (1) all alumina produced by QAL for the account of the Debtors
       at calcination by the closing date, including unbilled
       alumina and billed but not shipped alumina, at a price of
       12.5% of LME per metric ton; and

   (2) all bauxite delivered to the Debtors under the Gladstone  
       Bauxite Supply Agreements and not processed into alumina  
       by QAL for the Debtors by the Closing Date -- whether on  
       board ship, in stock or in process -- at a formula price  
       specified in the Purchase Agreement.

Comalco will pay $308,000,000 in cash for the QAL Interests.  The
purchase price will be subject to these adjustments:

     * Plus or minus 20% of the U.S. dollar equivalent of the
       amount by which QAL's net working capital -- adjusted to
       eliminate trade receivables from the QAL Participants and
       unbilled alumina inventory -- as of the month end
       immediately preceding the Closing Date exceeds
       AU$35,000,000 or is less than AU$15,000,000, as the case
       may be;

     * Plus or minus the U.S. dollar amount by which the 20%
       portion of the financing for QAL guaranteed by KACC
       pursuant to the QAL Financing Agreements, including
       obligations classified as current portion of long term
       debt, is less than $60,000,000 on the Effective Date;

     * Plus an amount in U.S. dollars representing the purchase
       price of the unbilled and billed but not shipped Alumina
       as of the Effective Date;

     * Plus an amount in U.S. dollars representing the purchase
       price for the Kaiser Bauxite;

     * Plus an additional amount of up to $1,786,000 in the
       event the Closing under the Purchase Agreement occurs
       before certain scheduled delivery dates for alumina
       pursuant to one of the Kaiser Alumina Sales Contracts; and

     * Plus an additional amount based on the forward metals
       price for certain aluminum metals on the London Metals
       Exchange on the Closing Date if certain tonnages of
       alumina are released for sale by Comalco in 2005 due to
       early termination of the Comalco Alumina Supply Agreement.

The Purchase Agreement allows the Debtors to subject the QAL
interests to an auction.

Comalco will place into escrow a $29,000,000 deposit.  Comalco
will deposit another $11,000,000 if it emerges as the successful
bidder or the backup bidder at the auction.  The deposit will be
held in escrow pending the Closing, and will be credited toward
the total purchase price payable to the Debtors at the Closing.

                     Comalco Letter Agreement

The Letter Agreement confirms that all of Comalco's notice rights
with respect to its RFO have been fully performed, satisfied or
waived.  The Letter Agreement provides certain assurances
regarding Comalco's actions in connection with the auction.

Comalco is required to disclose in writing any arrangements with
unaffiliated third parties, including affiliates of the Debtors,
relating to:

    -- its bid;
    -- the third parties' participation in the Auction; or
    -- the ownership or operation of the Assets sold.

Comalco is also required to act promptly in exercising any
approval rights pursuant to the QAL Participants Agreement.

                     Alumina Supply Agreement

The Debtors and Comalco will also enter into an alumina supply
agreement at the Closing.  Kaiser International or another debtor-
affiliate will purchase from Comalco, 150,000 metric tons of
alumina produced at QAL in each of 2006 and 2007.  The purchase
price for the alumina in each year will be based on specified
percentages of the price set for certain aluminum metals on the
London Metals Exchange.

              Debtors Need to Dispose of QAL Assets

"A sound business judgment exists for the sale," Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, tells the
Court.

Mr. DeFranceschi explains that the Debtors' continued ownership of
the QAL Interests is inconsistent with the Debtors' long-term
business plan, which currently contemplates that the Debtors will
seek to sell or otherwise dispose of certain or all of their
bauxite and alumina and primary aluminum assets.  Through the
Purchase Agreement and the contemplated Auction, the Debtors are
assured of receiving fair value for the QAL Assets.

The Debtors seek the Court's authority to sell the QAL Interests
to Comalco, free and clear of liens, claims and encumbrances,
subject to higher and better offers.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including:

   * mining bauxite;
   * refining bauxite into alumina;
   * production of primary aluminum from alumina; and
   * manufacturing fabricated and semi-fabricated aluminum
     products.  

The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones,
Day, Reavis & Pogue, represent the Debtors in their restructuring
efforts.  On September 30, 2001, the Company listed $3,364,300,000
in assets and $3,129,400,000 in debts.  (Kaiser Bankruptcy News,
Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000)


KEYSTONE CONSOLIDATED: U.S. Trustee Alters Creditors' Committee
---------------------------------------------------------------
WHP Health Initiatives resigned from the Official Committee of
Unsecured Creditors in Keystone Consolidated Industries, Inc.'s
chapter 11 cases.  The United States Trustee for Region 11 amended
his appointment of creditors and the six creditors currently
serving on the Committee are:

   1. The Bank of New York, as Indenture Trustee
      c/o Martin Feig, Acting Chairman
      101 Barclay St. (8 West)
      New York, New York 10286
      Tel: (212) 815-5383
      Fax: (212) 815-5131

   2. Pacholder Associates
      c/o Scott Tilford
      8044 Montgomery Rd., Suite 382
      Cincinnati, Ohio 45236
      Tel: (513) 985-3200
      Fax: (513) 985-3217

   3. Ameren Cilco
      c/o Edward C. Fitzhenry
      Assoc. General Counsel
      PO Box 66149
      St. Louis, Missouri 63166
      Tel: (314) 554-3533
      Fax: (314) 554-4014

   4. Peoria Disposal Company
      c/o Steven C. Davison
      4700 N Sterline Ave.
      Peoria, Illinois 61615
      Tel: (309) 686-8033
      Fax: (309) 688-9611

   5. Midwest Mill Service
      c/o Ken Walmsley
      9300 Dix Ave.
      Detroit, Michigan 48209
      Tel: (313) 429-2281
      Fax: (313) 849-9441

   6. Independent Steel Workers Alliance
      c/o Roy Griffith
      106 Bolivia Bartonville, Illinois 61607
      Tel: (309) 697-0126
      Fax: (309) 697-0130

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

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.

The Company filed for chapter 11 protection on February 26, 2004
(Bankr. E.D. Wisc. Case No. 04-22422). Daryl L. Diesing, Esq., at
Whyte Hirschboeck Dudek S.C., and David L. Eaton, Esq., at
Kirkland & Ellis LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed $196,953,000 in total assets and
$365,312,000 in total debts.


KMART HOLDING: Finalizes $575.9 Million 50-Store Sale to Sears
--------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) finalized the previously
disclosed sale of stores to Sears, Roebuck and Co. (NYSE: S).

Kmart will sell 50 stores for cash proceeds totaling
$575.9 million, including $172 million in net cash proceeds to be
received during the current quarter.  The balance will be paid
when Sears takes possession of the stores, no later than
April 2005.

As reported on September 2, 2004, Kmart and Sears entered into an
agreement that provided for the sale of up to 51 stores by Kmart
to Sears for up to $589.7 million in cash.  The exact number of
locations to be sold was subject to certain conditions under the
agreement.

Kmart will continue to operate the stores sold to Sears until
March or April 2005, with the exception of the West Palm Beach,
Florida store, which will transfer this fall.  Sears agreed to
consider offering employment to any Kmart employee who desires a
position at the converted stores.  Store associates at the
locations affected by the sale were notified Wednesday.

Sears paid 30 percent of the overall purchase price for these
properties, with the remaining 70 percent to be paid upon Sears
taking possession of the stores.

The newly acquired stores are located primarily in large, densely
populated markets with home, family and income demographics that
are attractive to Sears.  Sears will take possession of the stores
in spring 2005 and the majority of the stores are expected to be
converted by fourth quarter 2005 to Sears nameplates.

Julian C. Day, President and Chief Executive Officer of Kmart,
said, "We are pleased to complete this transaction with Sears and
look forward to operating and providing continued service to our
customers at our more than 1400 locations nationwide."

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the  
nation's second largest discount retailer and the third largest
merchandise retailer.  Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.

The Company filed for chapter 11 protection on January 22, 2002
(Bankr. N.D. Ill. Case No. 02-02474).  Kmart emerged from chapter
11 protection on May 6, 2003. John Wm. "Jack" Butler, Jr., Esq.,
at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the
retailer in its restructuring efforts.  The Company's balance
sheet showed $16,287,000,000 in assets and $10,348,000,000 in
debts when it sought chapter 11 protection.


KMART: Continental Wants Kmart to Settle KAZ's $793,201 Claim
-------------------------------------------------------------
Continental Casualty Company, an insurer of KAZ, Inc., provides
insurance coverage for KAZ's accounts receivable.  On the
Petition Date, KAZ found that Kmart Corporation owed it more than
$1,000,000.  KAZ made a claim on the credit insurance policy and
assigned its right to recovery to Continental.  In turn,
Continental timely filed a proof of claim to recover $1,049,371
from the Kmart bankruptcy estate.

David P. Vallas, Esq., at Wildman, Harrold, Allen & Dixon, LLP, in
Chicago, Illinois, relates that Kmart made an unsolicited
reconciliation of the KAZ Claim, reduced it to $793,201, and
allowed the KAZ Claim in this lesser amount all without any input
or agreement by either Continental or KAZ.  Apparently, Kmart
believes that allowance of the KAZ Claim in the reduced amount
supposedly precludes Continental from seeking recovery for the
full amount of that Claim.  Continental contends that the
purported reduction of the KAZ Claim was lacking in evidentiary
basis as well as in proper authority.

Continental anticipates that Kmart will argue that the KAZ Claim
has already been adjudicated in an allowed and lesser amount.  
However, Kmart's request to allow 12,472 Class 5 Claims -- which
include the KAZ Claim -- does not inform unsuspecting claimants
that their claims will be allowed and capped in reduced amounts.  
Kmart's Request only provides that an affected claim would be
allowed in the specified amounts and provides no treatment
whatsoever for amounts claimed due in excess of the allowed
amounts.

Mr. Vallas contends that Kmart's Request is misleading insofar as
it purports to pertain to the KAZ Claim.  Kmart never requested
additional information from Continental.  There was no negotiation
and the parties never reached an agreed upon amount.  Instead,
Kmart merely informed Continental that it had determined an amount
due under the KAZ Claim.

The complete lack of negotiation or compromise is underscored by
the fact that Kmart sought allowance of the KAZ Claim in an amount
substantially the same as that reflected in the Debtors' Schedules
of Assets and Liabilities.  The Debtors' claim agent lists KAZ as
having a $791,766 claim.

As Kmart would have it, after it solicited additional information
from Continental relative to the KAZ Claim and the parties
"further negotiated the amount . . . until an agreed upon amount
was reached," Continental agreed to reduce the KAZ Claim by more
than $250,000, compared to an increase by Kmart of less than
$2,000.  Mr. Vallas asserts that the disparity confirms the
absence of any meaningful negotiation or compromise.

Accordingly, Continental asks the Court to:

   (a) declare that the prior order allowing the KAZ Claim for
       $793,201 did not adjudicate or disallow the balance of the
       KAZ Claim; and

   (b) direct the parties to work together to reconcile the
       balance of the KAZ Claim; and

   (c) set the KAZ Claim for a continued status hearing with a
       further evidentiary hearing to be set as necessary.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the  
nation's  second largest discount retailer and the third largest
merchandise retailer.  Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  

The Company filed for chapter 11 protection on January 22, 2002
(Bankr. N.D. Ill. Case No. 02-02474).  Kmart emerged from chapter
11 protection on May 6, 2003. John Wm. "Jack" Butler, Jr., Esq.,
at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the
retailer in its restructuring efforts.  The Company's balance
sheet showed $16,287,000,000 in assets and $10,348,000,000 in
debts when it sought chapter 11 protection.  (Kmart Bankruptcy
News, Issue No. 81; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


LIBERATE TECH: SEC Terminates Probe & Sues 2 Former Officers
------------------------------------------------------------
The staff of the Securities and Exchange Commission informed
Liberate Technologies (Pink Sheets: LBRT) that the staff's
investigation into the events and circumstances that led to the
restatement of Liberate's financial statements for its 2002 fiscal
year and the first quarter of its 2003 fiscal year has been
terminated.  The staff also advised Liberate that no enforcement
action against Liberate has been recommended to the Securities and
Exchange Commission.  

In February 2003, Liberate disclosed that the SEC had initiated a
formal, non-public investigation to determine whether there had
been any violations of the federal securities laws or regulations.  
While the SEC staff's investigation has terminated as to Liberate,
the Commission has filed charges against two former Liberate
officers for violations of the federal securities laws.  Liberate
terminated the employment of the two former officers, members of
the previous management team, in December 2002 and January 2003.

"We are pleased that the SEC staff has recommended no enforcement
action against the company," said David Lockwood, Chairman and
Chief Executive Officer of Liberate.  "We appreciate the
opportunity that the Commission gave us to cooperate with its
investigation, and we would like to thank the members of our Audit
Committee for their excellent work in connection with the
investigation."

Headquartered in San Mateo, California, Liberate Technologies
provides software and services for digital cable systems.  The
Company filed for chapter 11 protection on April 30, 2004 (Bankr.
D. Del. Case No. 04-11299).  Daniel J. DeFranceschi, Esq. at
Richards, Layton & Finger represents the Debtor in its chapter 11
case.  When the Company filed for bankruptcy protection, it listed
$257,000,000 in total assets and more than $21,700,000 in total
debts.


LITTLETON REGIONAL: S&P Upgrades Revenue Bonds' Rating to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BB' from
'BB-' on New Hampshire Health and Educational Facilities
Authority's hospital revenue bonds series 1998A and B, issued for
Littleton Regional Hospital, based on improved liquidity and
profitability tempered by high debt levels and recruitment and
retention concerns.  The outlook is stable.

"Littleton's liquidity has substantially improved, especially when
compared to 2001 when the hospital had just 12 days' cash on
hand," Standard & Poor's credit analyst Cynthia Keller-Macdonald
said.  "Littleton has $6.311 million in liquidity, totaling 64
days' cash on hand.

"However, while Littleton has recently been successful recruiting
specialists, Littleton's small staff and rural location do pose
challenges. Recruitment needs include family practice, neurology,
general surgery, ENT, and anesthesiology."

Littleton operates a 25 staffed bed acute care hospital in
Littleton.  Littleton admitted 1,854 patients in 2003.


MAXIM CRANE: Wants to Hire Kirkland & Ellis as Counsel
------------------------------------------------------
Maxim Crane Works LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Pennsylvania for
permission to retain Kirkland & Ellis LLP as their bankruptcy
counsel.

Kirkland & Ellis will:

     a) advise the Debtors with respect to their powers and
        duties as debtors-in-possession in the continued
        management and operation of their business and
        properties;

     b) attend meetings and negotiate with representatives of
        creditors and other parties in interest;

     c) take all necessary action to protect and preserve the
        Debtors' estates, including prosecuting actions on the
        Debtors' behalf, defending any action commenced against
        the Debtors and representing the Debtors' interests in
        negotiations concerning all litigation in which the
        Debtors are involved, including, but not limited to,
        objections to claims filed against the estates;

     d) prepare all motions, applications, answers, orders,
        reports and papers necessary to the administration of
        the Debtors' estates;

     e) take any necessary action on behalf of the Debtors to
        obtain approval of a disclosure statement and
        confirmation of the Debtors' plan of
        reorganization;

     f) represent the Debtors in connection with obtaining
        postpetition financing;

     g) advise the Debtors in connection with any potential sale
        of assets;

     h) appear before this Court, any appellate courts and the
        U.S. Trustee, and protect the interests of the Debtors'
        estates before those Courts and the U.S. Trustee;

     i) consult with the Debtors regarding tax matters; and

     j) perform all other necessary legal services and provide
        all other necessary legal advice to the Debtors in
        connection with their chapter 11 cases.

David L. Eaton, Esq., at Kirkland & Ellis, is the lead attorney in
the Debtors' restructuring cases.  Mr. Eaton discloses the Firm
professionals hourly billing rates:

        Designation           Rate
        -----------           ----
        Partners          $425 - $950
        Of Counsel         325 -  740
        Associates         235 -  540
        Paraprofessionals   90 -  280

Mr. Eaton further states that the Firm represented some of the
Debtors' creditors but none of those representations were adverse
to the Debtors' interests.  Mr. Eaton stresses that the Firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Pittsburgh, Pennsylvania, Maxim Crane Works, LLC
-- http://www.maximcrane.com/-- is a full service crane rental  
company.  

The Company, along with its affiliates, filed for chapter 11
protection (Bankr. W.D. Pa. Lead Case No. 04-27861) on June 14,
2004.  When the Debtors filed for protection from their creditors,
they listed both estimated debts and assets of over $100 million.


MAXIM CRANE: U.S. Trustee Names 8-Member Creditors' Committee
-------------------------------------------------------------
The United States Trustee for Region 3 appointed eight creditors
to serve on the Official Committee of Unsecured Creditors in Maxim
Crane Works, LLC's chapter 11 case:

     1. Source Capital Group
        Attn: J. Eric Wagoner
        1221 Post Road East
        Westport, Connecticut 06880
        Tel: 203-341-3500
        Fax: 203-341-3561

     2. Regiment Capital Advisors
        Attn: Mark Brostowski
        222 Berkeley Street, 12 Floor
        Boston, Massachusetts 02116
        Tel: 617-488-1600
        Fax: 617-488-1660

     3. TCW Asset Management Co.
        Attn: Steven Koehler
        11100 Santa Monica Boulevard
        Los Angeles, California 90024
        Tel: 310-235-5983
        Fax: 310-235-5966

     4. New Generation Advisers, Inc.
        Attn: Thomas J. Hill
        400 East Jefferson Street
        Charlottesville, Virginia 22902
        Tel: 434-977-9228
        Fax: 434-977-9638

     5. Frank E. Williams
        2789 Hartland Road
        Falls Church, Virginia 22043
        Tel: 703-641-4612
        Fax: 703-641-9082

     6. U.S. Bank National Association
        Attn: Steven Rivero
        633 West 5th Street, 24th Floor
        Los Angeles, California 90071
        Tel: 213-615-6046
        Fax: 213-615-6196

     7. 800 Waterfront Associates, LP
        c/o The Rubinoff Company
        Attn: Caryn B. Rubinoff
        30 Isabella Street  
        Pittsburgh, Pennsylvania 15212-5811
        Tel: 412-231-1000
        Fax: 412-231-6330

     8. JLG Industries, Inc.
        Attn: Stephen P. Caso
        13224 Fountainhead Plaza
        Hagerstown, Maryland 21742
        Tel: 240-313-1811
        Fax: 240-313-1807  

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

Headquartered in Pittsburgh, Pennsylvania, Maxim Crane Works, LLC
-- http://www.maximcrane.com/-- is a full service crane rental  
company.  

The Company, along with its affiliates, filed for chapter 11
protection (Bankr. W.D. Pa. Lead Case No. 04-27861) on June 14,
2004.   David L. Eaton, Esq., at Kirkland & Ellis, and Douglas
Anthony Campbell, Esq., at Campbell & Levine, LLC, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed both estimated
debts and assets of over $100 million.


MEDIABAY INC: Appeals Delisting Notice From Nasdaq Panel
--------------------------------------------------------
MediaBay, Inc., (Nasdaq: MBAY), received a determination letter
from the staff of Nasdaq indicating that MediaBay failed to regain
compliance with Nasdaq Marketplace Rule 4450(a)(5) which required
that MediaBay's common stock close at a minimum bid price of $1.00
by September 22, 2004.  MediaBay will request a hearing before the
Nasdaq Listing Qualifications Panel for continued listing of its
common stock on the Nasdaq National Market.  The hearing request
will stay the delisting of MediaBay's common stock that would
otherwise have occurred as a result of it failure to comply with
Rule 4450(a)(5), pending the Panel's decision.

                      About MediaBay, Inc.

MediaBay, Inc., (Nasdaq: MBAY) is a multi-channel, media marketing
company specializing in the $800 million audiobook industry and
old-time radio program distribution.  MediaBay's industry-leading
content library contains more than 75,000 hours of spoken audio
content including over 50,000 hours of classic radio programming,
3,500 film and television programs and thousands of audiobooks.
MediaBay distributes content through more than 20 million direct
mail catalogs; streaming and downloadable audio over the Internet;
over 7,000 retail outlets; a 240 station syndicated radio show and
24 hour Classic Radio channels on XM and Sirius satellite radio.
For more information on MediaBay, visit http://www.MediaBay.com/
or its subsidiary sites:

   * http://www.audiobookclub.com/
   * http://www.radiospirits.com/
   * http://www.radioclassics.com/

                         *     *     *

As reported in the Troubled Company Reporter on April 23, 2004,
MediaBay, Inc., (Nasdaq: MBAY), filed its Annual Report on Form
10-K for the year ended December 31, 2003 with the Securities and
Exchange Commission on April 14, 2004.

Included in the Company's 10-K filing are consolidated financial
statements audited by Amper Politziner & Mattia, independent
auditors, as of and for the year ended December 31, 2003. Amper
Politziner & Mattia has issued an opinion with respect to the
financial statements, which includes an explanatory paragraph that
raises substantial doubt about the Company's ability to continue
as a going concern.

In particular, the auditors' opinion states, "The accompanying
financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company has suffered
recurring losses from operations and has a working capital
deficiency, which raise substantial doubt about its ability to
continue as a going concern. "

MediaBay CEO Jeffrey Dittus commented, "The Company is exploring
various financing alternatives including refinancing and
restructuring its debt to meet its obligations, however there can
be no assurance that any transactions will be completed."


NATIONAL CONS: Wants to Sell Maintenance Business to B&M C$1 Mil.
-----------------------------------------------------------------
National Construction, Inc., (TSX Venture: NAT) entered into a
letter of understanding with Black & MacDonald Limited, pursuant
to which B&M is proposing to purchase the Maintenance Division of
National currently operated by National's wholly owned subsidiary,
National Maintenance Inc.  B&M is a union mechanical/electrical
contractor with offices across Canada, including Montreal, Quebec.

The Corporation has entered into an arm's length letter of
understanding dated September 28, 2004 with B&M, pursuant to which
B&M is proposing to purchase certain of the assets of the
Corporation's Maintenance Division, including tools, equipment and
all customer contracts.  The Proposed Disposition is expected to
constitute a Reviewable Transaction of the Corporation as defined
in Policy 5.3 of the TSX Venture Exchange Inc. Corporate Finance
Manual.

The estimated Purchase Price for the Proposed Disposition will be
CDN$1,000,000 payable in cash, subject to adjustment at closing.
The Corporation and B&M have also agreed at closing to enter into
an earn out agreement, pursuant to which the parties agreed the
operating profits of the new Maintenance Division of B&M will be
shared, on a basis to be determined, for a period of 3 years after
closing.  The Earn Out Agreement will be assignable by the
Corporation.

The Corporation intends to use the cash proceeds from the Proposed
Disposition to pay down existing debt, including tax liabilities,
trade payables and debt owing to related parties.

There will be no finder's fees paid in connection with the
Proposed Disposition, and the expected closing date for the
Proposed Disposition is December 1, 2004, or a later date as the
Corporation and B&M agree, but in any event no later than
January 15, 2005.

Keith F. Eaman, Chairman of National, said "Consistent with our
strategic plan, this transaction will further improve National's
financial strength and flexibility in pursuing future shareholder
value enhancing opportunities."

As part of the Proposed Disposition, the Corporation expects to
change its name from National Construction, Inc., to a name to be
determined, subject to shareholder and regulatory approval, and to
cease to use the name National Maintenance, Inc.

The completion of the Proposed Disposition is subject to the
approval of TSX Venture and all other necessary regulatory
approval.  The completion of the Proposed Disposition is also
subject to additional conditions precedent, including shareholder
approval of the Corporation for the change of name, satisfactory
completion of due diligence reviews, board of directors approval
of the Corporation and B&M, the entering into of a formal asset
purchase agreement, and certain other conditions.

The Proposed Disposition will be an arm's length transaction as
the directors, officers and principal shareholders of the
Corporation currently have no interest in B&M.

Completion of the Proposed Disposition is subject to a number of
conditions, including but not limited to, TSX Venture approval.  
The Proposed Disposition cannot close until the required approval
is obtained.  There can be no assurance that the Proposed
Disposition will be completed as proposed or at all.

National Construction, Inc., is a multi-trade industrial
construction and maintenance contracting services company
primarily servicing Eastern Canada.  Established in 1941, it
provides piping, mechanical installation, electrical and
instrumentation services to industrial clients, mainly in the
petrochemical and chemical, oil and natural gas, energy, pulp and
paper, and mining and metallurgy sectors.  It also provide
maintenance services for operating facilities in the petrochemical
industry.  It currently has four subsidiaries, National
Construction Group Inc., National Maintenance Inc; Auprocon
Limited and Entretien Industriel N-S Inc. all of which are wholly
owned.

As of May 31, 2004, the Company's stockholders' deficit widened to
CDN$576,440 compared to a $508,081 deficit at February 29, 2004.


NHC COMMS: Reports C$6.1 Million Stockholders' Deficit at July 31
-----------------------------------------------------------------
NHC Communications, Inc., (TSX: NHC) reported results for the
fourth quarter and the fiscal year ended July 30, 2004, prepared
in accordance with Canadian generally accepted accounting
principles.

                          Fourth Quarter
  
For the quarter ended July 30, 2004, NHC recorded revenues of
$3.15 million compared with $0.63 million recorded in the fourth
quarter of fiscal 2003.  Revenues for the fourth quarter of fiscal
2004 included sales of $0.27 million to two customers, as well as
the positive impact associated with the recognition of
$2.88 million in revenue previously deferred in accordance with
the Company's accounting policy on revenue recognition.  

In accordance with this accounting policy, all of fiscal 2003 and
first ten months of fiscal 2004's shipments to its current
principal customer, totaling $27.86 million, could only be
allocated as deferred revenues on the Company's balance sheet
since this customer had not completed the testing of the Company's
new CMS Version 3.1.2 software, a management system that
integrates into customers' operating support system which controls
the ControlPoint(R) robotic main distribution frame.  
Nevertheless, on June 4, 2004, NHC received a formal confirmation
from this customer that the required testing was completed and
that the related contract milestones had been met.

"This milestone and the associated revenue recognition are great
news for NHC since it confirms that our new software is fully
functional and meets the requirements of another major ILEC
customer.  As physical conversions in each central office of our
customers are gradually done over the next few quarters, NHC will
then be able to recognize revenues of approximately $25 million,
along with the related cost of revenues," said Sylvain Abitbol,
NHC's President and Chief Executive Officer.

Following the above-mentioned confirmation, $2.88 million was
recognized as revenue in the statement of income in the fourth
quarter, together with the related costs of $2.27 million,
contributing $0.61 million to the gross profit.  Two non-recurrent
favorable adjustments also explain the fourth quarter positive
results:

   (1) adjustments totaling $0.85 million to research and
       development tax credits receivable for fiscal 2002, 2003
       and 2004 in accordance with the notices of assessment
       issued by federal tax authorities during the fourth
       quarter; and

   (2) adjustments totaling $0.52 million to various previously
       taken provisions including the write-off of certain
       provisions related to potential liabilities following their
       favorable settlement, the write-off of accounts payable and
       a long-term debt that have expired, and the decrease of
       various provisions related to corporate and payroll
       expenses.

All in all, NHC reported a profitable quarter, posting net income
of $0.35 million in the fourth quarter of fiscal 2004, compared
with a net loss of $2.47 million in the last quarter of the
previous fiscal year.

"This profitable quarter is attributable to past sales and non-
recurrent favorable adjustments, as well as to last winter's
implementation of important cost-cutting measures representing
savings of over $1.32 million in the fourth quarter of fiscal 2004
alone.  This profitable quarter is thus in great part the result
of the hard work and dedication from our employees," added Mr.
Abitbol.

                         Fiscal Year 2004

The net loss totalled $4.96 million in fiscal 2004, as compared
with a net loss of $9.77 million in fiscal 2003.

For the fiscal year ended July 30, 2004, revenues reached
$5.30 million, up 4% from $5.08 million in 2003, primarily due to
the recognition of $2.88 million in revenues out of the
$27.86 million in shipments to its current principal customer
during fiscal 2003 and the first ten months of fiscal 2004.

During fiscal 2004, the Company completed shipments of
$5.62 million to its current principal customer, most of which
were completed during the first six months of fiscal 2004.
Accordingly, total deferred revenue included on the Company's
balance sheet increased to $25.01 million as at July 30, 2004,
from $22.27 million as at August 1, 2003.

The Company incurred a gross loss of $0.41 million, compared with
a gross profit of $1.76 million during the previous fiscal year.
This decrease is mainly attributable to a decrease of
$0.42 million in technical assistance center and manufacturing
costs allocated and capitalized to deferred expenses, the sale of
the high-margin video product line in fiscal 2003, and an increase
of $1.69 million in the allocation of TAC function expenses to the
cost of revenues. Most of the TAC function expenses were allocated
to the sales and marketing expenses in the previous fiscal year.

Gross R&D expenses decreased by 50%, from $4.04 million in fiscal
2003 to $2.01 million in fiscal 2004.  Ralph Benatar, Chief
Financial Officer and Chief Operating Officer of NHC, said:
"Despite our focus on cost controls, we continued to invest in
research and development and technical assistance activities that
will keep us in a strong position to take advantage of sales
opportunities."  R&D tax credits increased by 44%, from
$0.82 million in fiscal 2003 to $1.18 million in fiscal 2004
primarily due to R&D tax credits receivable for fiscal 2001 to
2004 in accordance with the notices of assessment issued by
federal tax authorities during the fourth quarter of 2004.

Sales and marketing expenses decreased by 73% to $1.48 million,
compared with $5.39 million in fiscal 2003, primarily due to a
decrease of $1.98 million related to the implementation of cost-
cutting measures and an increase of $1.69 million in the
allocation of TAC function expenses to the cost of revenues.

General and administrative expenses decreased to $1.28 million,
compared with $2.43 million in fiscal 2003, resulting primarily
from the implementation of various cost-cutting measures.  "A
decrease in communication and legal fees, along with favorable
adjustments in the fourth quarter of fiscal 2004, all contributed
to cut our general and administrative costs by 47%.  Every
corporate expense was reviewed and we are very thankful to all our
employees who participated in the implementation of our cost-
cutting program.  Their effort yielded benefits," added Mr.
Benatar.

                       Financing Activities

During the fourth quarter of fiscal 2004, the Company completed a
private placement with a third-party investor for gross proceeds
of $500,000.  Pursuant to this private placement, NHC issued an
aggregate of 333,333 shares at a price of $1.50 per share and
333,333 warrants exercisable at $1.65 for a period of two years.

Various financing arrangements during fiscal 2004 brought the
number of issued and outstanding shares to 38,778,936 as at
July 30, 2004, compared with 34,374,333 at the end of the previous
fiscal year.

For fiscal 2004, cash and cash equivalents decreased by
$0.31 million, mainly attributable to the cash used by operating
activities of $4.14 million, net of cash provided by financing
activities of $3.84 million.

As at July 30, 2004, the Company's working capital deficiency was
$6.20 million. However, this amount included an amount of
$3.79 million representing the difference between the short-term
portion of the deferred revenue of $24.82 million and the short-
term portion of the deferred expenses of $21.03 million, and which
difference is expected to be decreased from the working capital
deficiency in the next fiscal year.  Moreover, the Company
received gross cash proceeds of $2.65 million from a private
placement completed on August 12, 2004, a few days after year-end.
In connection with this private placement, the Company issued
2,596,078 common shares at a price of $1.02 per share to a third-
party investor and granted warrants to purchase up to 1,947,059
common shares at a price of $1.47 per share, each for a period of
five years.  Moreover, for a period of nine months, the third-
party investor shall also have the right to invest up to another
US$2 million on substantially the same terms as the first
investment as previously disclosed, subject to regulatory
approval.

NHC plans to continue to finance its activities from additional
long-term financing and from the collection of future sales to its
customers.  There can be no assurance that such additional funding
will be available on acceptable terms.  Should it fail to secure
additional financing, the Company may not be able to continue as a
going concern.

                   Business Update and Outlook

Based on the most recent information provided by the Company's
current principal customer with regard to its schedule for the
conversion to the CMS Version 3.1.2 software, management expects
that substantially all of net contribution $3.79 million
previously mentioned under the section "Financing Activities" will
be allocated to the Company's 2005 gross profit.  Revenues related
to future deliveries to this customer will be from now on
recognized 30 days after delivery, assuming no complaint will be
received during this period.

Most importantly, NHC, expects to benefit from its strong
strategic position in the telecommunication industry.  
ControlPoint(R), NHC's flagship product, brings local exchange
carriers great economic benefits allowing for system-to-system
communications and automated cross-connect provisioning.  Already,
NHC's CMS Version 3.1.2 software has been approved during the
fourth quarter of fiscal 2004 by its two U.S. ILEC customers, and
is currently being deployed in a production environment.  NHC also
released an international version of the CMS 3 software, which is
currently being tested by a French ILEC.

Moreover, during the fourth quarter, the Company initiated
alliances with a large international telecom equipment vendor and
a test equipment vendor to address two market opportunities with a
US ILEC and a US long-distance carrier.  As part of NHC's long-
term strategy, such partnerships are expected to provide the
Company with the ability to offer more complete solutions and
services to meet customer needs.

"We believe that technology and commercial changes in the
telecommunications sector favour OSS interconnection and flow-
through provisioning.  In fact, we expect that the growth in
broadband/DSL access and migration to Voice over IP applications
will increase the number of manual interventions, therefore the
need for NHC's products," concluded Mr. Abitbol.

Additional information, as well as complete annual audited
consolidated financial statements and the Management's Discussion
and Analysis of the Company's financial results, will be filed
shortly with the relevant securities regulatory authorities and
will be available on the NHC's web site at http://www.nhc.com/

                            About NHC

NHC Communications, Inc., provides products and services enabling
the management of voice and data communications for
telecommunication service providers.  NHC's ControlPoint(R)
solutions utilize a high-performance software driven Element
Management System -- EMS -- controlling an automated, true any-to-
any copper cross-connect switch, to enable incumbent local
exchange carriers -- ILECs -- and other service providers to
remotely perform the four key tasks that historically have
required manual on-site management.  These four tasks fundamental
to all operations are loop qualification, deployment and
provisioning, fallback switching and service migration of Voice
and Data services including DSL and T1/E1. Using ControlPoint(R),
NHC's customers avoid the risk of human error and dramatically
reduce labour and operating costs. NHC maintains offices in
Montreal, Quebec and Paris, France. "ControlPoint(R)" is a
registered trademark of NHC Communications Inc.

At July 30, 2004, NHC Communications' balance sheet showed a
C$6,140,000 stockholders' deficit, compared to a C$5,266,000
deficit at August 1, 2003.


PONTIAC OSTEOPATHIC: Moody's Shaves Long-Term Bond Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded Pontiac Osteopathic
Hospital's long-term bond rating to Ba1 from Baa3.  The outlook
remains negative at the lower rating level.  The downgrade affects
approximately $49.0 million of outstanding Series 1994A bonds
issued through the Michigan State Hospital Finance Authority.

The Ba1 rating is attributable to:

    -- the return of operating losses in fiscal year 2004 after a
       modest improvement in FY 2003 that had resulted in break-
       even performance for the first time in five years;

    -- Pontiac Osteopathic's position as the smallest of the three
       hospitals in a highly competitive market with additional
       market pressures originating from the presence of sizable
       competitors in the secondary service area; and

    -- improving liquidity that is offset by a high debt load and
       concerns over several years of low capital expenditures.

The negative outlook signals our continued concern over Pontiac
Osteopathic's ability to improve its operations in light of
revenue and expense pressures in a competitive environment which
continually challenges its market share and volume trends.

While we expect that the initiatives currently being implemented
at Pontiac Osteopathic will result in an improved break-even
performance for FY 2005, we note that the hospital has failed to
produce an operating profit in seven years.  Pontiac Osteopathic
must stabilize its volume trends and achieve break-even operations
or better for a change to a stable outlook.

Pontiac Osteopathic Hospital is the sole member of the Obligated
Group. Pontiac Osteopathic's subsidiary, Hospital Health Care,
Inc., which is 10.6% of total consolidated assets and 3.9% or
total consolidated revenue, is not a member of the Obligated
Group.  The 1994A bonds are an unsecured obligation of the
Obligated Group.

           Another Year Of Operating Deficits In FY 2004
             Break-Even Performance Expected In FY 2005

Following four years of declining operations, Pontiac Osteopathic
begun to reverse the trend in FY 2002 and FY 2003, achieving a
break-even operating income of $9,000 in FY 2003 for the first
time since 1997. However, in 2004 POH reversed the trend again as
management prepared 12-month statements report an operating loss
of $2.6 million. Consequently, cash flows from operations in FY
2004 decreased significantly to $6.8 million from $10.1 million in
FY 2003.

Pontiac Osteopathic hopes to grow admissions at the hospital
through additional inpatient referrals from the Clarkston Medical
Campus. However, we are not optimistic about this growth given the
recent trend in declining admissions and POH's location in a
competitive service area.  The hospital had an 8.7% market share
in the Clarkston area in calendar year 2003, down from 10.6% in
2001.

Pontiac Osteopathic's deficit was also partly due to increases in
pension and insurance expenses, which were accompanied by
corresponding contribution levels, and softening inpatient and
outpatient volumes. Pontiac Osteopathic contributed approximately
$4 million to its pension fund in 2003. As a result of escalating
contributions, Pontiac Osteopathic will freeze its pension plan as
of October 31st, 2004 and convert to a defined contribution plan.  
While pension contributions for FY 2005 and FY 2006 are still high
at an estimated $3.5 million, pension expense in FY 2007 is
expected to fall below $1 million, relieving some expense
pressure.

Pontiac Osteopathic expects to break-even in FY 2005 by keeping
operating expenses flat.  This includes flat labor expense, mostly
by reducing staff through attrition.  However, nurses and staff
will continue to receive wage increases.  Modest additional
revenue is expected from a projected 2% increase in admissions and
from a wage index reclassification that will generate an
additional $900,000 in Medicare reimbursement.  Additionally,
Pontiac Osteopathic is working with consulting firms to implement
any additional revenue initiatives and cost control measures in
order to exceed budget.

  Competitive Market Prevented Pontiac Osteopathic From Growing
                  Inpatient and Outpatient Volumes

Pontiac Osteopathic's market share has been flat or declining in
its primary service areas of Pontiac (20.7% market share), Oxford
(12.0%) and Waterford (10.9%).  Due to the cluster of hospitals to
its south/southeast, Pontiac Osteopathic's strategy is to build
market share to the north of Pontiac.  While the city of Pontiac
has weak demographics (general obligation bonds rated Baa3), the
surrounding suburbs of Oakland County enjoy better demographics
and a better payer mix.

Pontiac Osteopathic's inpatient and outpatient volumes reflect the
anemic market share with FY 2004 admissions of 6,195 as compared
to 6,354 in FY 2003 and 6,442 in FY 2002, a 3.8% decline across
the past two years.  We note, however, that inpatient volumes are
still stronger than the low volumes in FY 2000 and 2001.  
Outpatient volumes and surgeries also decreased modestly in FY
2004.  Pontiac Osteopathic budgeted a 2% growth in inpatient
admissions and flat outpatient and surgical volumes for FY 2005.

The trend of flat to declining volumes and the resulting flat
revenue growth is of concern and a contributing factor in the
downgrade.  There are significant challenges to Pontiac
Osteopathic's ability to improve these trends in light of the
proposed heightened competition in Oakland County.

                   Improving Liquidity Partly
           At The Expense Of Low Capital Expenditures

Unrestricted cash and investments have improved significantly to
$19.5 million (63.2 days cash-on-hand) in FY 2004 from $16.4
million (59.9 days cash-on-hand) in FY 2002.  While the additional
liquidity cushion provides some comfort, we express concerns that
the growth is partly due to extremely low levels of capital
expenditure.  Since 2000, capital expense has been less than half
the depreciation expense. Capital expense for the next three years
will continue at around
$2 million per year.  Management reports that the facility is not
in need of any major capital work since the hospital has a
relatively new patient tower constructed with the 1994 bond
proceeds.  However, we do express concerns that the continued low
capital spending level will require an increase in future capital
spending and a use of cash flow that the current level of cash
flow cannot support.

Key Financial Data And Statistics (FY 2004 Results):

         -- Total Admissions: 6,325
         -- Total Operating Revenues: $116.6 million
         -- Net Revenue Available for Debt Service: $8.0 million
         -- Total Debt Outstanding: $49.9 million
         -- Maximum Annual Debt Service Coverage: 1.7 times
         -- Days Cash on Hand: 63.2 days
         -- Cash-to-Debt: 39.2%
         -- Debt-to-Cash Flow: 10.2 times
         -- Operating Cash Flow Margin: 5.8%

Headquartered in Pontiac Michigan, Pontiac Osteopathic Hospital
operates an acute care hospital and is the sole member of the
Obligated Group.


POPE & TALBOT: Distributes $0.08 per Share 4th Quarter Dividend
---------------------------------------------------------------
Pope & Talbot, Inc. (NYSE:POP) will be distributing a fourth
quarter dividend payment of 8 cents per share, payable on
Nov. 23, 2004, to common stockholders of record November 9, 2004,
according to Michael Flannery, Chairman and Chief Executive
Officer.

Pope & Talbot is based in Portland, Oregon and traded on the New
York and Pacific stock exchanges under the symbol POP. Pope &
Talbot was founded in 1849 and produces market pulp and softwood
lumber at mills in the U.S. and Canada.  Markets for the Company's
products include the U.S., Europe, Canada, South America, Japan,
China, and the other Pacific Rim countries.  For more information
on Pope & Talbot, Inc., check the website: http://www.poptal.com/

As reported in the Troubled Company Reporter on September 30,
Moody's Investors Service affirmed the Ba2 senior implied, Ba3
issuer and Ba3 senior unsecured ratings of Pope & Talbot, Inc.  
The rating outlook continues to be stable.  The affirmation of the
company's ratings and outlook acknowledges its sequentially
improving financial performance resulting from the ongoing
commodity price recovery.  The financial performance reverses a
trend that included periodic negative cash flow and, as well,
reduces pressure from potentially increased capital and pension
spending and the uncertainties concerning the magnitude and
sustainability of the commodity price recovery.

Ratings Affirmed:

   * Ba3 for the US$75 million of 8.375% debentures and
     US$50.8 million of 8.375% senior notes, both due
     June 1, 2013,

   * Ba2 for Pope & Talbot's senior implied rating, and

   * Ba3 for its senior unsecured issuer rating.

As reported in the Troubled Company Reporter on July 15, Standard
& Poor's Ratings Services revised its outlook on pulp and lumber
producer, Pope & Talbot Inc. to stable from negative.  The
corporate credit and senior unsecured debt ratings are affirmed at
'BB'.

"The outlook revision reflects expectations that Pope & Talbot's
credit measures will strengthen significantly during 2004 to
levels more appropriate for the ratings because of favorable pulp
and lumber market conditions," said Standard & Poor's credit
analyst Pamela Rice.


RADIANT ENERGY: Balance Sheet Upside-Down by C$9.7 Mil at July 31
-----------------------------------------------------------------
Radiant Energy Corporation (TSX Venture: RDT) filed it's financial
statements, Management, Discussion and Analysis, Form 51-901F and
Form 52-109FT2 for the quarter ended July 31, 2004.  For the
three-month period ending July 31, 2004, the Company reported no
revenue and a $324,682 loss.  The Company's July 31 shows $452,569
in assets and $10.2 million in liabilities.  

                    Second Quarter Highlights

   (1) On June 24, 2004, The Board of Directors of the Port
       Authority of New York and New Jersey approved the
       acquisition of an InfraTek deicing system capable of
       deicing aircraft up to the size of a Boeing 747-300 for
       installation at John F. Kennedy International Airport.

       The Company aims to sign the fixed price contract for
       $8.2 million by mid October 2004.

   (2) During the quarter and subsequent to the quarter end the
       company raised US$270,644 through the exercise of warrants
       and options to 2,720,500 common shares, US$64,380 through
       the conversion of convertible debentures to 850,000 common
       shares, and US$9,535 through the issuance 129,778 common
       shares to settle debt.

                         Stock Options

On September 2, 2004 the Board of Directors approved the issuance
500,000 stock options to employees, directors and consultants of
the Company.  The options were issued September 29, 2004, of which
directors Milton Klyman and James Golla received 10,000 each and
officer and director Colin Digout received 150,000.  The balance
of the options, equal to 330,000 options, was granted to other
employees and consultants.  The exercise price of the options is
$0.30 and the options expire September 28, 2009.

Radiant Energy Corporation, through its wholly owned subsidiary
Radiant Aviation Services developed and sells the world's only
infrared alternative to traditional glycol-based aircraft deicing.
Its fully patented InfraTek(R) systems are approved for use by the
FAA. Prior to the introduction of InfraTek, spraying with glycol
was the only feasible method to satisfy FAA safety guidelines for
ensuring that aircraft are properly deiced prior to take-off.

Two InfraTek systems are in currently in operation, one at Newark
International Airport and the other in Rhinelander Wisconsin.
Securities of Radiant Energy Corporation trade on the TSX Venture
Exchange (symbol RDT).  There are 29,580,711 common shares
outstanding.


RCN CORP: Wants Exclusive Period to File Plan Stretched to Dec. 31
------------------------------------------------------------------
RCN Corporation and its debtor-affiliates and the Official
Committee of Unsecured Creditors filed a consensual Plan of
Reorganization and Disclosure Statement on August 20, 2004.  A
hearing on the Disclosure Statement is scheduled for October 5,
2004.  The Debtors intend to pursue confirmation and consummation
of the Plan by December 31, 2004.  The Debtors have no reason to
believe that they will be unable to comply with this timeline.

Nevertheless, to preserve their exclusive rights in the unlikely  
event that they are required, for whatever reason, to develop and  
file a new reorganization plan and disclosure statement before  
the year ends, the Debtors ask the Court to extend their  
exclusive periods to:

   -- file a plan until December 31, 2004; and

   -- solicit acceptances of the plan until February 28, 2005.

This is without prejudice to the Debtors' right to seek further  
extensions of the Exclusive Periods, or the right of any party-
in-interest to seek to reduce the Exclusive Periods for cause.

Under Section 1121(d) of the Bankruptcy Code, the Court may
extend the Plan Proposal Period or the Solicitation Period for  
cause.  Specifically, Section 1121(d) provides that:

   "On request of a party-in-interest made within the respective
   periods specified in subsections (b) and (c) of this section
   and after notice and a hearing, the court may for cause reduce
   or increase the 120-day period or the 180-day period referred
   to in this section."

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom,  
LLP, in New York, assures the Court that a three-month extension  
of the Exclusive Periods will not prejudice the interests of any  
creditor.  Mr. Baker points out that the Debtors have timely met,  
and continue to timely meet, their postpetition obligations in  
their Chapter 11 cases.

Headquartered in Princeton, New Jersey, RCN Corporation --  
http://www.rcn.com/-- provides bundled Telecommunications   
services.  

The Company, along with its affiliates, filed for  
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on  
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,  
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the  
Debtors in their restructuring efforts.  When the Debtors filed  
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc.,
215/945-7000)    


RED HAT: Board Okays $100 Million Common Stock Repurchase Program
-----------------------------------------------------------------
Red Hat, Inc.'s (NASDAQ: RHAT) Board of Directors authorized the
repurchase of up to $100 million of the Company's common stock
from time to time on the open market or in privately negotiated
transactions.

"We believe that, based on current market prices, our stock is
undervalued and that it is in the best interest of our
shareholders for us to acquire shares in the open market.  In
addition, our repurchase program will help to offset dilution
associated with our employee stock plans," said Matthew Szulik,
Chairman and Chief Executive Officer.

The timing and the amount of any shares repurchased will be
determined by the Company's management based on its evaluation of
market conditions and other factors.  Repurchases may also be made
under a Rule 10b5-1 plan, which would permit shares to be
repurchased when the Company might otherwise be precluded from
doing so under insider trading laws.  The repurchase program may
be suspended or discontinued at any time.  Any repurchased shares
will be available for use in connection with its stock plans and
for other corporate purposes.

The repurchase program will be funded using the Company's working
capital.  As of August 31, 2004, the Company had cash and
investments in debt secuirties of approximately $997.7 million.

Red Hat had approximately 183 million shares of common stock
outstanding as of May 31, 2004.

                      About Red Hat, Inc.

Red Hat, the world's leading open source and Linux provider.  Red
Hat is headquartered in Raleigh, North Carolina.  With satellite
offices spanning the globe.  Red Hat is leading Linux and open
source solutions into the mainstream by making high quality, low
cost technology accessible.  Red Hat provides operating system
software along with middleware, applications and management
solutions.  Red Hat also offers support, training, and consulting
services to its customers worldwide and through top-tier
partnerships.  Red Hat's Open Source strategy offers customers a
long-term plan for building infrastructures that are based on and
leverage open source technologies with focus on security and ease
of management.

                         *     *     *

As reported in the Troubled Company Reporter on June 28, 2004,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit and senior unsecured ratings to Raleigh, North Carolina-
based Red Hat, Inc.

"The ratings reflect very high leverage; rapid growth; Red Hat's
narrow product offering in the early stages of adoption; low
barriers to entry; and a rapid technology evolution.  These
concerns partially are offset by adequate liquidity and positive
cash flow, as well as a good number of software applications
written for Red Hat's operating systems," said Standard & Poor's
credit analyst Emile Courtney.  In addition, Red Hat benefits from
the company's growing, although not exclusive, partnerships with
large computer hardware original equipment manufacturers.


RESIDENTIAL ACCREDIT: Fitch Rates Privately Offered Classes Low-B
-----------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc., $125,806,247
mortgage pass-through certificates, series 2004-QS13:

     -- Classes CB, NB, A-P, A-V, and R certificates (senior
        certificates) 'AAA';

     -- Class M-1 ($2,197,800) 'AA';

     -- Class M-2 ($258,300) 'A';

     -- Class M-3 ($387,500) certificates 'BBB';

     -- Privately offered class B-1 ($193,800) 'BB';

     -- Privately offered class B-2 ($129,200) 'B';

     -- Privately offered class B-3 ($193,807) certificates are
        not rated.

The 'AAA' rating on the senior certificates reflects the 2.60%
subordination provided by:

   * the 1.70% class M-1,
   * the 0.20% class M-2,
   * the 0.30% class M-3,
   * the 0.15% privately offered class B-1,
   * the 0.10% privately offered class B-2, and
   * the 0.15% privately offered class B-3.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s servicing capabilities, rated 'RMS1' by Fitch, as master
servicer.

The certificates are collateralized by two loan groups -- group CB
and group NB -- of conventional, fully amortizing, 15-year fixed-
rate mortgage loans secured by first liens on one- to four- family
residential properties.  As of the cut-off date, Sept. 1, 2004,
group CB consists of 959 loans with an aggregate principal balance
of $112,318,113.  The mortgage pool has a weighted average loan-
to-value ratio of 65.52%.  The pool has a weighted average FICO
score of 727 and approximately 56.50% and 4.63% of the mortgage
loans possess FICO scores greater than or equal to 720 and less
than 660, respectively.  

Loans originated under a reduced loan documentation program
account for approximately 73.80% of the pool, equity refinance
loans account for 47.52%, and second homes account for 3.28%.  The
average current loan balance of the loans in the pool is $117,120.
The three states that represent the largest portion of the loans
in the pool are:

   -- California (20.89%),
   -- Texas (14.73%), and
   -- Florida (6.98%).

All of the group CB mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers, except in the case of 41.4% of the mortgage loans, which
were purchased from HomeComings Financial Network, Inc., a wholly
owned subsidiary of the master servicer.

Approximately 29.2% of the mortgage loans were purchased from
National City Mortgage Company.  No other unaffiliated seller sold
more than approximately 4.3% of the mortgage loans to Residential
Funding.  Approximately 69.6% of the mortgage loans are being
subserviced by HomeComings Financial Network, Inc., rated 'RPS1'
by Fitch.

As of the cut-off date, group NB consists of 35 loans with an
aggregate principal balance of $16,848,542.  The mortgage pool has
a weighted average loan-to-value ratio of 66.20%.  The pool has a
weighted average FICO score of 730, and approximately 53.83% of
the mortgage loans possess FICO scores greater than or equal to
720.  

Loans originated under a reduced loan documentation program
account for approximately 58.78% of the pool, equity refinance
loans account for 55.56%, and second homes account for 7.92%.  The
average current loan balance of the loans in the pool is $481,387.
The three states that represent the largest portion of the loans
in the pool are:

   -- California (22.67%),
   -- Texas (20.96%), and
   -- Massachusetts (5.98%).

All of the group NB mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers, except in the case of 41.6% of the mortgage loans, which
were purchased from HomeComings Financial Network, Inc.  No other
unaffiliated seller sold more than approximately 7.1% of the
mortgage loans to Residential Funding.  Approximately 89.6% of the
mortgage loans are being subserviced by HomeComings Financial
Network, Inc.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
'high-cost' or 'covered' loans or any other similar designation if
the law imposes greater restrictions or additional legal liability
for residential mortgage loans with high interest rates, points,
and fees.

For additional information on Fitch's rating criteria regarding
predatory lending legislation, see the press release 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
dated May 1, 2003, available on the Fitch Ratings web site at
http://www.fitchratings.com

The mortgage loans were originated under GMAC-RFC's expanded
criteria mortgage program -- Alt-A program.  Alt-A program loans
are often marked by one or more of these attributes:

   * a non-owner-occupied property;

   * the absence of income verification; or

   * a loan-to-value ratio or debt service/income ratio that is
     higher than other guidelines permit.  

In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as one real
estate mortgage investment conduit -- REMIC.


RETIREMENT RESIDENCES: Mortgage Bonds Mature & S&P Pulls BB Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' issuer credit
rating on Retirement Residences REIT following the maturation of
the C$88 million 7.31% series B secured mortgage bonds,
C$15 million 7.17% series C secured mortgage bonds and
C$23 million 7.10% series D secured mortgage bonds due
September 27, 2004.  These issues were the last series of
outstanding rated secured mortgage bonds.

                        Ratings Withdrawn

      Issuer credit rating           To              From
      --------------------           --              ----
      Retirement Residences REIT    N.R.     BB/Stable/--


        Ratings Previously Withdrawn (September 27, 2004)

    Retirement Residences REIT                    To   From
    --------------------------                    --   ----
    C$88 mil. 7.31% series B
    Secured Mortgage Bonds Due 09/27/2004        N.R.    BB

    C$15 mil. 7.17% series C
    Secured Mortgage Bonds Due 09/27/2004        N.R.    BB

    C$23 mil. 7.10% series D
    Secured Mortgage Bonds Due 09/27/2004        N.R.    BB


RIVERSIDE FOREST: Board Reiterates Stand Against Tolko Offer
------------------------------------------------------------
Riverside Forest Products Limited (TSX: RFP) filed a Notice of
Change to its Directors' Circular dated September 14, 2004.  This
filing was made in response to Tolko's September 24, 2004 Notice
of Variation to its offer to purchase all of the shares of
Riverside not already owned by Tolko and its affiliates, in which
Tolko reduced its minimum tender condition from 75% to 51%.

Reflecting the fact that Tolko has done nothing to address the
financial inadequacy of its offer, Riverside's Board of Directors
reiterated its unanimous recommendation that shareholders reject
the Tolko offer and not tender their shares.

In its Notice of Change, Riverside's Board of Directors made these
points:

   -- Riverside's Board of Directors stands by the statements made
      in its Directors' Circular, and urges shareholders not to be
      swayed by Tolko's self-serving efforts at rebuttal.

   -- Tolko's offer is at $29 per Share.  The closing price of the
      Shares on the Toronto Stock Exchange on September 28, 2004
      was $34.90.  Since the announcement of the offer on August
      25, 2004, the trading price of Riverside's shares has
      consistently been significantly greater than Tolko's offer,
      reflecting the market's concurrence with the Board's view
      that the offer undervalues Riverside.

   -- Tolko is seeking to acquire Riverside at the lowest possible
      price.  Riverside's Board and its advisers are working hard
      to develop and present to shareholders an alternative to
      Tolko's offer that will deliver full and fair value for
      their shares.  Riverside is engaged in a robust strategic
      process designed to maximize value for all of Riverside's
      shareholders.

   -- Tolko has complained that it has not been granted access to
      Riverside's data room.  In fact, Tolko has been offered
      access to the data room on terms that other potential
      bidders have found acceptable, with appropriate
      modification.  Tolko has declined to participate in
      Riverside's process on that basis.

   -- Tolko is free to improve upon its offer.  Although it has
      been invited, many times, to do so, it has consistently
      declined, preferring instead to hint at what it might do in
      the future. Riverside's Board cannot make decisions on the
      basis of that hints or speculation about what Tolko or
      another bidder may or may not do, but can only deal with
      concrete proposals before it.

   -- By reducing its minimum tender condition, Tolko has
      signalled that it would be satisfied with obtaining control
      of Riverside, without giving any indication of its plans for
      Riverside's business, or of the manner in which it intends
      to deal with minority shareholders.

   -- Tolko has also failed to indicate how it proposes to fund
      the obligation, which would be triggered by a change of
      control, to repurchase all of Riverside's outstanding
      $150 million notes due 2014 for an amount equal to 101% of
      the principal amount thereof.

   -- Prior to Tembec Inc.'s public announcement on September 28,  
      Riverside had no knowledge of any purchase or ownership of
      Riverside shares by Tembec.  Riverside is actively pursuing
      discussions about potential transactions with a number of
      interested parties, of which Tembec is only one.

Gordon W. Steele, Riverside Chairman, President and Chief
Executive Officer, said: "Tolko's revised bid is curious to say
the least.  Rather than increase its offer to a point that
warrants further consideration, it has changed the terms of its
bid to make it significantly less attractive to Riverside
shareholders.  We urge shareholders not to disadvantage themselves
by tendering to Tolko's hostile offer.

"Riverside is actively pursuing discussions with several qualified
parties regarding transactions contemplated at prices exceeding
both Tolko's offer price and the current market price of Riverside
shares.  We are continuing to work with those parties to refine an
alternative transaction that provides the best value to our
shareholders."

Steele added: "While there can be no assurances that such a
transaction will occur, given the high level of interest and the
nature of the proposals received, we expect that in due course the
Special Committee and the Board will be in a position to present
an alternative to Tolko's offer for consideration by our
shareholders."

The Notice of Change amends the original Riverside Directors'
Circular by deleting the paragraph, which stated that Tolko would
be unable to complete the original offer on its terms (which
included the 75% tender condition), since directors and senior
officers of Riverside holding 28.5% of the shares advised the
Board that they did not intend to tender their shares to it.

Riverside Forest Products Limited is the fourth largest lumber
producer in British Columbia with over 1.0 Bbf of annual capacity
and an annual allowable cut of 3.1 million cubic metres. The
company is also the second largest plywood and veneer producer in
Canada.

                         *     *     *

As reported in the Troubled Company Reporter on August 27, 2004,
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and senior unsecured debt ratings on Kelowna,
B.C.-based Riverside Forest Products Ltd. on CreditWatch with
developing implications following the company's announcement that
it would reject an unsolicited takeover offer from privately held
Tolko Industries Ltd.


SCHLOTZSKY'S: U.S. Trustee Picks 10-Member Creditors' Committee
---------------------------------------------------------------
The U.S. Trustee for Region 6 appointed ten creditors to serve on
the Official Committee of Unsecured Creditors in Schlotzsky's
Inc., and its debtor-affiliates' chapter 11 cases:

     1. Capital of Texas Public Telecommunications Council, Inc.
        Attn: Bill Stotesby
        2504-B Whitis
        Austin, Texas 78712
        Phone: 512-475-9032
        Fax: 512-475-9090

     2. The Coca-Cola Company
        Attn: John Lewis, Esq.
        One Coca-Cola Plaza
        Atlanta, Georgia 30301
        Phone: 404-676-4016
        Fax: 404-598-4016

        The Coca-Cola Company
        Attn: William Kaye (alternate)
        East Rockaway, New York 11518
        Phone: 516-374-3705
        Fax: 516-569-6531

     3. Commercial Net Lease Realty, Inc.
        450 S. Orange Avenue
        Orlando, Florida 32801
        Phone: 407-540-2230
        Fax: 407-540-2211

     4. The Deli Developer, Inc.
        Attn: Lee S. Goldstein
        1504 Brightwater Ct.
        Raleigh, North Carolina 27614
        Phone: 919-676-7566
        Fax: 919-767-6333

     5. New Florida Markets, Ltd.
        Attn: Frank Cole
        4806 Heatherbrook Dr.
        Dallas, Texas 75244
        Phone: 972-788-4806
        Fax: 972-788-4814

     6. Standard Federal Bank, N.A.
        Attn: Greg Matteson
        P.O. Box 1707
        Grand Rapids, Michigan 49501
        Phone: 248-816-4355
        Fax: 248-816-4376

     7. Swiss Re Financial Services Corp.
        55 East 52nd St.
        New York, New York 10055
        Phone: 212-317-5193
        Fax: 212-317-5033

     8. Douglas Thomas
        3922-A Woodbury Dr.
        Austin, Texas 78704
        Phone: 512-442-3186
        Fax: 512-442-3217

     9. U.S. Restaurant Properties OLP
        Attn: Harry O. Davis
        12240 Inwood Rd., #300
        Dallas, Texas 75244
        Phone: 972-387-1487 ext. 185
        Fax: 512-442-3217

    10. Vistar Corporation
        Attn: Bradley Joe
        12650 E. Arapahoe Rd., Bldg. D
        Centennial, Colorado 80112
        Phone: 303-662-7121
        Fax: 303-662-7540   

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

Headquartered in Austin, Texas, Schlotzsky, Inc.
-- http://www.schlotzskys.com/-- is a franchisor and operator of  
restaurants.  The Debtors filed for chapter 11 protection on
August 3, 2004 (Bankr. W.D. Tex. Case No. 04-54504).  Amy Michelle
Walters, Esq., and Eric Terry, Esq., at Haynes & Boone, LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$111,692,000 in total assets and $71,312,000 in total debts.
  

SEQUOIA MORTGAGE: Fitch Puts Low-B Ratings on Classes B-4 & B-5
---------------------------------------------------------------
Sequoia Mortgage Trust 2004-9 mortgage pass-through certificates,
are rated by Fitch:

   -- Classes A-1, A-2, X-A, X-B and A-R ($749,674,100) 'AAA';
   -- Class B-1 ($14,915,000) 'AA';
   -- Class B-2 ($8,242,000) 'A';
   -- Class B-3 ($4,318,000) 'BBB';
   -- Class B-4 ($2,355,000) 'BB+';
   -- Class B-5 ($1,962,000) 'B';
   -- Class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.50%
subordination provided by:

   * the 1.90% class B-1,
   * the 1.05% class B-2,
   * the 0.55% class B-3,
   * the 0.30% privately offered class B-4,
   * the 0.25% privately offered class B-5, and
   * the 0.45% privately offered class B-6 certificates.

The ratings on the class B-1, B-2, B-3, B-4, and B-5 certificates
are based on their respective subordination.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults, as well as bankruptcy, fraud, and special
hazard losses in limited amounts.  The ratings also reflect:

     (i) the quality of the mortgage collateral,

    (ii) the capabilities of Wells Fargo Bank, National
         Association, as master servicer (rated 'RMS1' by Fitch),
         and

   (iii) Fitch's confidence in the integrity of the legal and
         financial structure of the transaction.

The trust consists of two cross-collateralized groups of
adjustable-rate mortgage loans, designated as pool 1 and pool 2.  
Each group's senior certificates will receive interest and
principal from its respective mortgage loan group.  In certain
very limited circumstances when a pool experiences either rapid
prepayments or disproportionately high realized losses, principal
and interest collected from the other pools may be applied to pay
principal or interest, or both, to the senior certificates of the
pool that is experiencing such conditions.  The subordinate
certificates will support both groups and will receive interest
and principal from available funds collected in the aggregate from
both mortgage pools.

The two groups in aggregate contain 2,265 fully amortizing 25- and
30-year adjustable-rate mortgage loans secured by first liens on
one- to four-family residential properties, with an aggregate
principal balance of $784,999,235 and a weighted average principal
balance of $346,578.  All of the loans have interest-only terms of
either five or 10 years, with principal and interest payments
beginning thereafter and adjusting semi-annually based on the six-
month LIBOR rate plus a margin.  Approximately 56.56%, 26.26%, and
6.99% of the mortgage loans were originated by:

   (a) GreenPoint Mortgage Funding, Inc.,
   (b) Morgan Stanley Dean Witter Credit Corporation, and
   (c) Bank of America, N.A, respectively.

The remainder of the loans was originated by various mortgage-
lending institutions.  The weighted average original loan-to-value
ratio -- OLTV -- is 70.14%, and a weighted average FICO of 734.
Second home and investor-occupied properties constitute 11.59% and
1.94%, respectively.  The states with the largest concentration of
mortgage loans are:

   -- California (28.03%),
   -- Florida (11.57%), and
   -- Ohio (5.06%).

All other states represent less than 5% of the aggregate pool
balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly owned subsidiary of Redwood Trust, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate-holders.  For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits -- REMICs.  HSBC Bank USA
will act as trustee.


SIGNATURE CAR SPA: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Signature Car Spa I, L.P.
        dba Majestic Car Spa
        939 Fairway Drive
        Duncanville, Texas 75137
        
Bankruptcy Case No.: 04-80418

Chapter 11 Petition Date: September 28, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: 972-991-5591

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
MBNA America                                   $47,769

Citi Platinum                                  $22,546

Mr. V. A. Adjei                                $20,000

Advanta Bank Corp                              $15,911

Bank One                                       $13,567

Bank Card Services                              $4,901

Capital One                                     $3,634

Chase                                           $2,500

Valpak of Southwest Dallas                      $2,500

TXU Energy                                      $2,365

Nana Bayin Wilson                              Unknown


STRUCTURED ASSET: S&P Affirms Low-B Ratings on 67 Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 99
classes from 31 series of mortgage pass-through certificates
issued by Structured Asset Securities Corporation.  Also, ratings
on 1,153 classes from 108 series are affirmed.

The raised ratings reflect the growth in the credit support
percentages to the respective classes, which resulted from the
shifting interest structure of the transactions, benefiting from
the relatively fast prepayment speeds experienced by the
collateral.  The relatively low cumulative realized losses and
total delinquencies also contributed to the growth in credit
support percentages.

As of the August 2004 reporting period, total delinquencies for
the transactions with raised ratings ranged from 0%
(series 1998-5) to approximately 46% (series 2001-3A).  However,
20 of the 31 transactions had total delinquencies below 10%.  Nine
of the 31 transactions had no realized losses to date.  The
remaining 22 transactions had cumulative realized losses that
ranged from approximately 0.01% (series 2001-15A and 2002-19) to
0.57% (series 2002-13).  Furthermore, 20 of the 31 transactions
had cumulative realized losses below 0.10%.

The affirmed ratings reflect adequate actual and projected credit
support percentages, low-to-moderate delinquencies, and low-to-
moderate cumulative realized losses.  In addition, the subprime
transactions with overcollateralization are at or close to their
respective targets.  On average, the subprime transactions have
been producing monthly excess interest cash flow that exceeds
monthly net losses.

As of the August 2004 distribution date, a number of the prime
transactions had no delinquencies or losses.  However,
delinquencies were highest at 17% for series 1996-A (a remaining
low pool balance of 5.40% exaggerated this delinquency
percentage).  Cumulative realized losses were highest at 1.43% for
series 1997-2.

For the subprime transactions, series 2004-4XS loan group two had
no delinquent loans, whereas series 1999-SP1 had the highest
percentage, 33.62% of its pool principal balance delinquent. Six
of the 19 subprime transactions had no realized losses to date,
whereas series 1999-SP1 accumulated approximately 7.31% of its
original pool principal balance in realized losses.

The collateral for the prime transactions consists of
conventional, 30-year fixed- or adjustable-rate mortgage loans
secured by first liens on one-to-four family residential
properties.

The collateral for the subprime transactions consist of 30-year,
fixed- and/or adjustable-rate, subprime mortgage loans secured by
first or, to a lesser extent, second liens on one-to-four family
residential properties.

                         Ratings Raised
   
             Structured Asset Securities Corporation
                 Mortgage pass-thru certificates
   
                                        Rating
                                        ------
                Series      Class    To      From
                ------      -----    --      ----
                1996-2      B3       AAA     AA+
                1998-5      B2       AA      AA-
                1998-5      B3       A       A-
                2001-1      B2       AAA     AA+
                2001-1      B3       AAA     A+
                2001-10A    B1       AAA     AA+
                2001-10A    B2       AA+     A
                2001-10A    B3       A       BBB
                2001-11     B1       AAA     AA
                2001-11     B2       AA      A
                2001-12     B2(1-3)  AAA     AA
                2001-12     B2(2)    AAA     AA
                2001-12     B3       AA+     BBB+
                2001-13     B1       AAA     AA+
                2001-13     B2       AAA     A+
                2001-13     B3       AA      BBB
                2001-15A    B1       AA+     AA
                2001-15A    B2       AA      A
                2001-15A    B3       A-      BBB
                2001-17     B1       AAA     AA+
                2001-17     B2       AAA     A+
                2001-17     B3       AA      BBB
                2001-19     B1(1)    AAA     AA
                2001-19     B1(2)    AAA     AA
                2001-19     B2(1)    AA+     A
                2001-19     B2(2)    AA+     A
                2001-19     B3(1)    AA-     BBB
                2001-19     B3(2)    AA-     BBB
                2001-21A    B1       AAA     AA+
                2001-21A    B2       AA      A
                2001-21A    B3       BBB+    BBB
                2001-3A     B1       AAA     AA+
                2001-3A     B2       AA+     A
                2001-3A     B3       A       BBB
                2001-5      B2       AAA     AA
                2001-5      B3       AA+     A
                2001-6      B1       AAA     AA+
                2001-6      B2       AA+     A
                2001-6      B3       BBB+    BBB
                2002-11A    B1-II    AAA     AA
                2002-11A    B2-II    AA      A
                2002-13     B1       AA+     AA
                2002-14A    B1-I     AA+     AA
                2002-14A    B1-I-X   AA+     AA
                2002-14A    B1-II    AA+     AA
                2002-14A    B2-I     A+      A
                2002-14A    B2-I-X   A+      A
                2002-14A    B2-II    A+      A
                2002-14A    B3       BBB+    BBB
                2002-15     B1       AAA     AA
                2002-15     B2       AA      A
                2002-15     B3       A-      BBB
                2002-17     B1       AA+     AA
                2002-17     B2       A+      A
                2002-18A    B1-I     AA+     AA
                2002-18A    B1-I-X   AA+     AA
                2002-18A    B1-II    AA+     AA
                2002-18A    B2-I     A+      A
                2002-18A    B2-I-X   A+      A
                2002-18A    B2-II    A+      A
                2002-19     B1       AAA     AA
                2002-19     B2       AAA     A
                2002-19     B3       AA      BBB
                2002-2      B1       AAA     AA
                2002-2      B2       AAA     A
                2002-2      B3       A+      BBB
                2002-21A    B1-I     AA+     AA
                2002-21A    B1-I-X   AA+     AA
                2002-21A    B1-II    AA+     AA
                2002-21A    B2-I     A+      A
                2002-21A    B2-I-X   A+      A
                2002-21A    B2-II    A+      A
                2002-24     B1       AAA     AA
                2002-24     B2       AAA     A
                2002-24     B3       AA      BBB
                2002-25A    B1-I     AA+     AA
                2002-25A    B1-I-X   AA+     AA
                2002-25A    B1-II    AA+     AA
                2002-26     B1       AAA     AA
                2002-26     B2       AAA     A
                2002-26     B3       AA+     BBB
                2002-3      B1       AAA     AA
                2002-3      B2       AA      A
                2002-3      B3       BBB+    BBB
                2002-5A     B1       AAA     AA
                2002-5A     B2       AA      A
                2002-5A     B3       A       BBB
                2002-6      B1       AAA     AA
                2002-6      B2       AA      A
                2002-7      B1       AAA     AA+
                2002-7      B2       A+      AAA
                2002-7      B3       AA+     BBB
                2003-2A     B1-I     AA+     AA
                2003-2A     B1-I-X   AA+     AA
                2003-2A     B1-II    AA+     AA
                2003-2A     B2-I     A+      A
                2003-2A     B2-I-X   A+      A
                2003-2A     B2-II    A+      A
                2003-2A     B3       BBB+    BBB
   

                        Ratings Affirmed
   
             Structured Asset Securities Corporation
                 Mortgage pass-thru certificates
   
   Series     Class                                     Rating
   ------     -----                                     ------
   1995-2     II-A, II-AX                               AAA
   1996-2     A5, A6, A7, R, B1, B2                     AAA
   1996-A     A1, A2, R1, R2, B1                        AAA
   1996-A     B2                                        AA
   1996-A     B3                                        BBB
   1997-2     2-A-4, 2-AP                               AAA
   1998-2     A                                         AAA
   1998-2     M-1                                       AA
   1998-2     M-2                                       A
   1998-2     B                                         BBB-
   1998-5     A, B1                                     AAA
   1998-6     A-2, AX1                                  AAA
   1998-6     B-1                                       AA
   1998-6     B-2                                       A
   1998-8     A-3                                       AAA
   1998-8     M-1                                       AA
   1998-8     M-2                                       A
   1998-8     B                                         BBB
   1999-ALS2  A3, A4, AP, A5                            AAA
   1999-ALS3  1-CB, 1-PO, R, 2-NC, 2-PO                 AAA
   1999-SP1   A1, A2                                    AAA
   1999-SP1   M1                                        AA+
   1999-SP1   M2                                        A
   1999-SP1   B                                         BBB
   2000-1     2-A3                                      AAA
   2000-1*    M1                                        AA+
   2000-1*    M2                                        A+
   2000-1*    M3                                        BBB+
   2000-3     1-AP,2-A6,2-A7,2-AP,3-A1,3-AP,3-AX        AAA
   2000-3     4-A1, 4-AP                                AAA
   2000-5     2-AP, 3-A1, 3-AP, 3-AX                    AAA
   2001-1     1-A7, 1-A8, 1-A9, 1-AP, 1-AX              AAA
   2001-1     3-A, 3-AP, 3-AX, B1                       AAA
   2001-10A   1-A1, 1-A2, 2-A1, 2-A2                    AAA
   2001-11    1-A8, 1-A9, 2-A1, A4, 2-A2, 2-A5, 2-AP    AAA
   2001-11    B3                                        BBB
   2001-12    1-A7, 1-AP, 1-AX, 2-A9, 2-A12, 2-A13      AAA
   2001-12    2-AX, 3-AX, B1(1-3), B1(2)                AAA
   2001-13    1-A4, 1-A5, 1-AP, 1-AX, 2A, 2-AP, 2-AX    AAA
   2001-15A   1-A1, 2-A1, 2-A2, 2-A3, 3-A3, 3-A4        AAA
   2001-15A   4-A1, 4-A2, 5-A1, 5-A2                    AAA
   2001-17    1-A4, 1-A6, 1-AP, 1-AX, 2-A5, 2-A12       AAA
   2001-17    2-AX, 3-A3, 3-AP, 3-AX, 4-A2, 4-A3        AAA
   2001-17    4-A6, 4-A7, 4-AP, 4-AX                    AAA
   2001-19    1-A4, 1-AP, 1-AX, 2-A4, 2-A5, 2-AP, 2-AX  AAA
   2001-21A   1-A1, 1-A2, 2-A1, 2-A2                    AAA
   2001-3A    1-A1, 1-A3, 1-A4, 1-A5, 2-A3, 2-A5        AAA
   2001-5     1-AX, A4, 3-A6, 3-AP, B1                  AAA
   2001-6     1-A5, 1-AP, A4, 2-A5, 2-AP                AAA
   2001-8A    1-A1, 1-A2, 1-A3, 2-A4, 2-A5, 3-A4        AAA
   2001-8A    3-A5, 4-A1, 4-A2, B1-II, B2-II            AAA
   2001-8A    B3-II                                     AA+
   2001-9     1-A5, A4, 2-A6, 2-AX, 3-A7, 3-AP, 3-AX    AAA
   2001-9     4-A7, 4-AP, 4-AX, 5-A1, 5-AP, 5-AX        AAA
   2001-9     6-A6, 6-AP, 6-AX                          AAA
   2001-SB1   A2, AIO, APO, A4, A5                      AAA
   2001-SB1   B1                                        AA
   2001-SB1   B2                                        A
   2001-SB1   B3                                        BBB
   2002-10H   1-A, 1-AP, 1-AX, 2A, 2-AP, 2-AX           AAA
   2002-11A   1-A1, 1-A2, 2-A1, 2-A3, 2-A4, 2-A5        AAA
   2002-11A   3-A, 4-A, 5-A, 6-A                        AAA
   2002-11A   B1-I, B1-I-X                              AA
   2002-11A   B2-I, B2-I-X                              A
   2002-11A   B3                                        BBB
   2002-13    1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 1-AP,1-AX   AAA
   2002-13    1-PAX, 2-A1, 2-A2, 2-A3, 2-A4, 2-A5       AAA
   2002-13    3-A1, 3-A2, AP, AX, PAX                   AAA
   2002-13    B2, BX                                    A
   2002-13    B3                                        BBB
   2002-14A   1-A1, 1-A2, 2-A1, 2-A2                    AAA
   2002-15    A4, A5, 1-A6, 1-A7, 1-A10, 1-A11, 1-A12   AAA
   2002-15    2-A6, 2-A7, 2-A9, 2-A10, 3-A2, 3-A3       AAA
   2002-15    3-A6, 3-A8, 3-A9, 3-A10, AP, AX, PAX      AAA
   2002-16A   1-A1, 2-A1, 2-A2, 3-A1, 3-A2, 4-A1, 4-A2  AAA
   2002-16A   4-A3                                      AAA
   2002-16A   B1-I, B1-I-X, B1-II                       AA
   2002-16A   B2-I, B2-I-X, B2-II                       A
   2002-16A   B3                                        BBB
   2002-17    1-A1,1-A3,1-A4,1-A5,1-A6,1-A7,1-AP        AAA
   2002-17    1-AX,1-PAX,2-A1,2-A2,2-A3,2-AP,2-AX       AAA
   2002-17    B3                                        BBB
   2002-18A   1-A1, 2-A1, 2-A2, 3-A, 4-A                AAA
   2002-18A   B3                                        BBB
   2002-19    A1, A4, A5, A6, A8, A9, A10, AP, AX       AAA
   2002-19    PAX, IAX                                  AAA
   2002-1A    1-A3, 1-A4, 1-A5, 1-A6, 2-A1, 2-A2        AAA
   2002-1A    3-A1, 3-A2, 4-A, 5-A, 3-A3                AAA
   2002-2     1-A3, 1-A4, AP, AX, IAX, PAX, 2-A1        AAA
   2002-2     2-A2, 2-A4, 2-A5                          AAA
   2002-21A   1-A1, 1-A3, 2-A1, 2-A2, 3-A1, 3-A2        AAA
   2002-21A   4-A1, 4-A2, 5-A1, 5-A2                    AAA
   2002-21A   B3                                        BBB
   2002-23XS  A4, A5, A6, A7, A-IO                      AAA
   2002-23XS  M1                                        AA
   2002-23XS  M2                                        A
   2002-24    A2, A3, A4, A8, A12, A14, A15, AP         AAA
   2002-24    AX, PAX                                   AAA
   2002-25A   1-A1, 2-A1, 2-A2, 3-A1, 3-A2              AAA
   2002-25A   4-A1, 4-A2                                AAA
   2002-25A   B2-I, B2-I-X, B2-II                       A
   2002-25A   B3                                        BBB
   2002-26    1-A4, 1-A5, 1-A7, 1-A8, 1-A17, 1-A21      AAA
   2002-26    2-A4, 2-A5, 2-AP                          AAA
   2002-27A   1-A, 2-A1, 2-A2, 3-A1, 3-A2, 4-A1         AAA
   2002-27A   4-A2, 5-A1                                AAA
   2002-27A   B1                                        AA
   2002-27A   B2                                        A
   2002-27A   B3                                        BBB
   2002-3     1-A1, 1-A2, 1-A3, 1-A9, 2-A1, 2-A2        AAA
   2002-3     2-AP, 4-A1, 4-A2, 4-A3, CAX, CAP          AAA
   2002-3     A4, PAX, AP, AX                           AAA
   2002-4H    1-A, 1-AP, 1-AX, 2A, 2-AX                 AAA
   2002-5A    1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 2-A1        AAA
   2002-5A    2-A2, 2-A3, 3-A, 4-A, 5-A, 6-A            AAA
   2002-6     1-A4, 1-A5, 2-A1, 2-A2, 3-A1, 3-A2        AAA
   2002-6     3-A3, AP, AX, PAX, IAX                    AAA
   2002-6     B3                                        BBB
   2002-7     A7, A8, AP, AX, PAX                       AAA
   2002-8A    1-A, 2-A, 3-A, 4-A1, 4-A2, 4-A3, 4-A4     AAA
   2002-8A    4-A5, 5-A, 6-A, 7-A1, 7-A2                AAA
   2002-8A    B1-I, B1-II                               AA
   2002-8A    B2-I, B2-II                               A
   2002-8A    B3                                        BBB
   2002-AL1   A1(B), A2(1), A2(2), A3(1), A3(2), A3(3)  AAA
   2002-AL1   AIO(1), AIO(2), AIO(3), APO(1)            AAA
   2002-AL1   APO(2), APO(3)                            AAA
   2002-AL1   B1                                        AA
   2002-AL1   B2                                        A
   2002-AL1   B3                                        BBB
   2002-BC1   A1, A3, A-IO                              AAA
   2002-HF1   A, AIO                                    AAA
   2002-HF1   M1                                        AA
   2002-HF1   M2                                        A
   2002-HF1   M3                                        BBB
   2002-HF2   A1, A3, A4, A-IO, A-5                     AAA
   2002-HF2   M1                                        AA
   2002-HF2   M2                                        A
   2002-HF2   M3                                        BBB
   2002-HF2   B1                                        BBB-
   2003-1     1-A1, 1-A2, 1-A3, 1-A7, 1-AX, 2-A1        AAA
   2003-1     3-A1, 4-A1, AP, AX, R                     AAA
   2003-1     B1                                        AA
   2003-1     B2                                        A
   2003-1     B3                                        BBB
   2003-1     B4                                        BB
   2003-1     B5                                        B
   2003-10    A, AP, AX                                 AAA
   2003-10    B1                                        AA
   2003-10    B2                                        A
   2003-10    B3                                        BBB
   2003-10    B4                                        BB
   2003-10    B5                                        B
   2003-12XS  A2, A3, A4, A5, A-IO                      AAA
   2003-12XS  M1                                        AA
   2003-12XS  M2                                        A
   2003-12XS  M3                                        BBB
   2003-14    1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 1-A6        AAA
   2003-14    1-A7, 1-AX, 1-PAX, 1-AP, 2-A1, 2-AX       AAA
   2003-14    2-AP, 3-A1, 3-A2                          AAA
   2003-14    B1, 3B1                                   AA
   2003-14    B2, 3B2                                   A
   2003-14    B3, B3(3)                                 BBB
   2003-14    B4, 3B4                                   BB
   2003-14    B5, 3B5                                   B
   2003-15A   1-A1, 1-AX, 2-A1, 2-A2, 2-A3, 2-AX        AAA
   2003-15A   2-PAX, 3-A, 3-AX, 4-A                     AAA
   2003-15A   B1                                        AA
   2003-15A   B2                                        A
   2003-15A   B3                                        BBB
   2003-15A   B4                                        BB
   2003-15A   B5                                        B
   2003-16    A1, A2, A3, A4, A5, AP, AX, PAX           AAA
   2003-16    B1                                        AA
   2003-16    B2                                        A
   2003-16    B3                                        BBB
   2003-16    B4                                        BB
   2003-16    B5                                        B
   2003-17A   1-A1, 1-AX, 2-A1, 2-A2, 2-A3, 2-AX        AAA
   2003-17A   2-PAX, 3-A1, 3-A2, 3-A3, 3-AX, 4-A        AAA
   2003-17A   4-AX, 4-PAX                               AAA
   2003-17A   B1-I, B1-II, B1-I-X                       AA
   2003-17A   B2-I, B2-II, B2-I-X                       A
   2003-17A   B3                                        BBB
   2003-17A   B4                                        BB
   2003-17A   B5                                        B
   2003-18XS  A2, A3, A4, A5, A6, A7, A-IO              AAA
   2003-18XS  M1                                        AA
   2003-18XS  M2                                        A
   2003-18XS  M3                                        BBB
   2003-20    1-A1, 1-AX, 1-PAX, 1-AP, 2-A1, 2-A2       AAA
   2003-20    2-A3, 2-A4, 2-AP, 3-A1, 3-PAX, 3-AP, A-X  AAA
   2003-20    B1, 2B1                                   AA
   2003-20    B2, 2B2                                   A
   2003-20    B3                                        BBB
   2003-20    B4, 2B4                                   BB
   2003-20    B5, 2B5                                   B
   2003-21    1-A1, 1-A2, 1-A3, 1-A4, 1-AX, 1-PAX       AAA
   2003-21    1-AP, 2-A1, 2-A2, 2-A3, 2-A4, 2-A5        AAA
   2003-21    2-A6, 2-AX, 2-AP                          AAA
   2003-21    1B1, 2B1                                  AA
   2003-21    1B2, 2B2                                  A
   2003-21    B3(1), B3(2)                              BBB
   2003-21    1B4, 2B4                                  BB
   2003-21    1B5, 2B5                                  B
   2003-22A   1-A1, 1-AX, 2-A1, 2-A2, 2-AX, 3-A1, 3-AX  AAA
   2003-22A   4-A, 4-AX                                 AAA
   2003-22A   B1                                        AA
   2003-22A   B2                                        A
   2003-22A   B3                                        BBB
   2003-22A   B4                                        BB
   2003-22A   B5                                        B
   2003-23H   1-A1, 1A-IO, 1A-IO, 2A1, 2A-IO            AAA
   2003-23H   1B1, 2B1                                  AA
   2003-23H   1B2, 2B2                                  A
   2003-23H   B3                                        BBB
   2003-23H   B4                                        BB
   2003-23H   B5                                        B
   2003-24A   1-A1, 1-A2, 1-A3, 1-PAX, 2-A, 2-AX        AAA
   2003-24A   3-A1, 3-A2, 3-AX, 4-A, 4-AX, 4-PAX, 5-A   AAA
   2003-24A   B1                                        AA
   2003-24A   B2                                        A
   2003-24A   B3                                        BBB
   2003-24A   B4                                        BB
   2003-24A   B5                                        B
   2003-25XS  A2, A3, A4, A5, A6, A-IO                  AAA
   2003-25XS  M1                                        AA
   2003-25XS  M2                                        A
   2003-25XS  M3                                        BBB
   2003-26A   1A, 2-A, 3-A1, 3-A2, 3-A3, 3-A4           AAA
   2003-26A   3-A5, 3-A6, 3-AX, 3-PAX, 4-A, 4-AX        AAA
   2003-26A   5-A, 6-A, 7-A                             AAA
   2003-26A   B1-I, B1-I-X, B1-II                       AA
   2003-26A   B2-1, B2-II, B2-I-X                       A
   2003-26A   B3                                        BBB
   2003-26A   B4                                        BB
   2003-26A   B5                                        B
   2003-27    A-1, A-2                                  AAA
   2003-28XS  A1, A2, A3, A4, A5, A6                    AAA
   2003-28XS  M1                                        AA
   2003-28XS  M2                                        A
   2003-29    1-A1, 1-AX, 1-AP, 2-A1, 2-AX, 2-AP, 3-A1  AAA
   2003-29    4-A1, 4-A2, 4-A3, 4-A4, 4-A5, 4-AX        AAA
   2003-29    4-PAX, 5-A1, 5-A2, 5-A3, 5-A4, 5-AX       AAA
   2003-29    1B1, B1                                   AA
   2003-29    1B2, B2                                   A
   2003-29    B3                                        BBB
   2003-29    1B4, B4                                   BB
   2003-29    1B5, B5                                   B
   2003-2A    1-A1, 1-A2, 2-A1, 2-A2, 3-A1, 3-A2        AAA
   2003-2A    4-A1, 4-A2                                AAA
   2003-2A    B4                                        BB
   2003-2A    B5                                        B
   2003-30    1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 1-AP, 2-A1  AAA
   2003-30    2-A2, 3-A1, 3-A2, 3-A3, 3-A4, 3-A5, 3-A6  AAA
   2003-30    3-AP, AX, PAX                             AAA
   2003-30    B1                                        AA
   2003-30    B2                                        A
   2003-30    B3                                        BBB
   2003-30    B4                                        BB
   2003-30    B5                                        B
   2003-31A   1-A, 2-A1, 2-A2, 2-A3, 2-A4, 2-A5, 2-A6   AAA
   2003-31A   2-A7, 2-A8, 2-AX, 2-PAX, 3A               AAA
   2003-31A   B1                                        AA
   2003-31A   B2                                        A
   2003-31A   B3                                        BBB
   2003-31A   B4                                        BB
   2003-31A   B5                                        B
   2003-32    1-A1, 2-A1, 2-AP, 3-A1, 4-A1, 5-A1        AAA
   2003-32    AX, PAX                                   AAA
   2003-32    B1                                        AA
   2003-32    B2                                        A
   2003-32    B3                                        BBB
   2003-32    B4                                        BB
   2003-32    B5                                        B
   2003-33H   1A1, 1A-IO, 1A-PO, 2A1, 2A-IO             AAA
   2003-33H   1B1, 2B1                                  AA
   2003-33H   1B2, 2B2                                  A
   2003-33H   B3                                        BBB
   2003-33H   B4                                        BB
   2003-33H   B5                                        B
   2003-34A   1-A, 2-A1, 2-A2, 2-A3, 2-AX, 3-A1, 3-A2   AAA
   2003-34A   3-A3, 3-A4, 3-A5, 3-A6, 3-AX, 4-A, 4-AX   AAA
   2003-34A   5-A1, 5-A2, 5-A3, 5-A4, 5-A5, 5-A6, 5-AX  AAA
   2003-34A   5-PAX, 6-A                                AAA
   2003-34A   B1-I, B1-I-X, B1-II                       AA
   2003-34A   B2-I, B2-I-X, B2-II                       A
   2003-34A   B3                                        BBB
   2003-34A   B4                                        BB
   2003-34A   B5                                        B
   2003-35    1-A1, 2-A1, 2-A2, 2-A3, 2-A4, 3-A1, 3-A2  AAA
   2003-35    3-A3, 3-AP, 4-A1, AX, PAX                 AAA
   2003-35    B1                                        AA
   2003-35    B2                                        A
   2003-35    B3                                        BBB
   2003-35    B4                                        BB
   2003-35    B5                                        B
   2003-36XS  A1, A2, A3, A4, A5, A-IO                  AAA
   2003-36XS  M1                                        AA
   2003-36XS  M2                                        A
   2003-36XS  M3                                        BBB
   2003-37A   1A, 2-A, 3-A1, 3-A2, 3-A3, 3-A4, 3-A5     AAA
   2003-37A   3-A6, 3-A7, 3-A8, 3-AX, 3-PAX, 4-A, 4-AX  AAA
   2003-37A   5-A, 5-AX, 5-PAX, 6-A, 7-A, 8-A1, 8-A2    AAA
   2003-37A   B1-I, B1-I-X, B1-II, B1-II-X              AA
   2003-37A   B2-I, B2-I-X, B2-II, B2-II-X              A
   2003-37A   B3                                        BBB
   2003-37A   B4                                        BB
   2003-37A   B5                                        B
   2003-38    1-A1, 2-A1, 2-A2, 2-A3, 2-A4, 2-AP        AAA
   2003-38    AX, PAX                                   AAA
   2003-38    B1                                        AA
   2003-38    B2                                        A
   2003-38    B3                                        BBB
   2003-38    B4                                        BB
   2003-38    B5                                        B
   2003-39EX  A                                         AAA
   2003-39EX  M1                                        AA
   2003-39EX  M2                                        A
   2003-39EX  M3                                        BBB
   2003-39EX  B                                         BBB-
   2003-3XS   A4, A5, A6, A7, A8, A-IO                  AAA
   2003-3XS   M1                                        AA
   2003-3XS   M2                                        A
   2003-3XS   M3                                        BBB
   2003-4     A1, A2, A3, A4, A5, A6, A7, A8            AAA
   2003-4     AP, AX, PAX                               AAA
   2003-4     B1                                        AA
   2003-4     B2                                        A
   2003-4     B3                                        BBB
   2003-4     B4                                        BB
   2003-4     B5                                        B
   2003-40A   1-A, 2-A, 2-AX, 3-A1, 3-A2, 3-A3, 3-AX    AAA
   2003-40A   3-PAX, 4-A, 5-A                           AAA
   2003-40A   B1, B1-X                                  AA
   2003-40A   B2                                        A
   2003-40A   B3                                        BBB
   2003-40A   B4                                        BB
   2003-40A   B5                                        B
   2003-6A    1-A1, 1-A2, 2-A1, 2-A2, 3-A1, 3-A2        AAA
   2003-6A    3-A3, 4-A1, 4-A2                          AAA
   2003-6A    B1                                        AA
   2003-6A    B2                                        A
   2003-6A    B3                                        BBB
   2003-6A    B4                                        BB
   2003-6A    B5                                        B
   2003-7H    A1-I, A1-II, A-IO-F, A-OP-F, A1-III       AAA
   2003-7H    A-IO-III                                  AAA
   2003-9A    1-A1, 1-AX, 2-A1, 2-A2, 2-A3, 2-AX        AAA
   2003-9A    B1-I, B1-I-X, B1-II                       AA
   2003-9A    B2-I, B2-I-X, B2-II                       A
   2003-9A    B3                                        BBB
   2003-9A    B4                                        BB
   2003-9A    B5                                        B
   2003-AM1   A1, A2, A-IO                              AAA
   2003-AM1   M1                                        AA
   2003-AM1   M2                                        A
   2003-AM1   M3                                        A-
   2003-AM1   B2                                        BB+
   2003-BC1   A                                         AAA
   2003-BC1   M-1                                       AA
   2003-BC1   M-2                                       A
   2003-BC1   B-1, B-2                                  BBB-
   2003-BC2   A, A-IO                                   AAA
   2003-BC2   M1                                        AA
   2003-BC2   M2                                        A
   2003-BC2   M3                                        BBB+
   2003-BC2   M4                                        BBB
   2003-BC2   B1                                        BBB-
   2003-BC2   B2                                        BB
   2003-BC3   A1, A2                                    AAA
   2003-BC3   M1                                        AA
   2003-BC3   M2                                        A
   2003-BC3   M3                                        A-
   2003-BC3   M4                                        BBB
   2003-BC3   M5                                        BBB-
   2003-BC3   B                                         BB
   2003-S1    A1, A2, A-IO, A-SIO                       AAA
   2003-S1    M1                                        AA
   2003-S1    M2                                        A
   2003-S1    M3                                        BBB
   2003-S1    M4                                        BBB-
   2003-S1    B                                         BB+
   2003-S2    A1, A2, A3, A4, A5                        AAA
   2003-S2    M1-A, M1-F                                AA
   2003-S2    M2-A, M2-F                                A
   2003-S2    M3                                        A-
   2004-1     A, R                                      AAA
   2004-2AC   A1, A2, AX                                AAA
   2004-2AC   B1                                        AA
   2004-2AC   B2                                        A
   2004-2AC   B3                                        BBB
   2004-2AC   B4                                        BB
   2004-2AC   B5                                        B
   2004-3     1-A-1, 2-A1, 3-A1, 3-PAX, 4-A1, AP, AX    AAA
   2004-3     B1                                        AA
   2004-3     B2                                        A
   2004-3     B3                                        BBB
   2004-3     B4                                        BB
   2004-3     B5                                        B
   2004-4XS   1-A1A, 1-A1B, 1-A2, 1-A3A, 1-A3B, 1-A4    AAA
   2004-4XS   1-A5, 1-A6, A-IO, 2-A1, 2-A2              AAA
   2004-4XS   1-M1, 2-M1                                AA+
   2004-4XS   1-M2, 2-M2                                A+
   2004-4XS   1-M3                                      BBB+
   2004-5H    A1, A2, A3, A4, A-PO, A-I01, A-IO2        AAA
   2004-5H    B1                                        AA
   2004-5H    B2                                        A
   2004-5H    B3                                        BBB
   2004-5H    B4                                        BB
   2004-5H    B5                                        B
   2004-6XS   A1A, A1B, A1C, A2, A3, A4, A5A, A5B, A6   AAA
   2004-6XS   M1                                        AA+
   2004-6XS   M2                                        A+
   2004-6XS   M3                                        A
   2004-7     1-A1, 2-A1, 3-A1, 3-AX, 3-PAX, 3-AP       AAA
   2004-7     B1                                        AA
   2004-7     B2                                        A
   2004-7     B3                                        BBB
   2004-7     B4                                        BB
   2004-7     B5                                        B
   2004-GEL1  A                                         AAA
   2004-GEL1  M1                                        AA
   2004-GEL1  M2                                        A
   2004-GEL1  M3                                        BBB
   2003-GEL1  M4                                        BBB-
   2004-GEL1  B                                         BB+
   2004-S1    A1, A2                                    AAA
   2004-S1    M1                                        AA
   2004-S1    M2                                        A
   2004-S1    M3                                        BBB+
   2004-S1    M4                                        BBB
   2004-S1    M5                                        BBB-
   2004-S1    B1                                        BB+
   2004-S1    B2                                        BB

              * Washington Mutual-originated loans.


TECHNEGLAS INC: U.S. Trustee Picks 9-Member Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 9 appointed nine creditors to
serve as members of the Official Committee of Unsecured Creditors
in Techneglas, Inc., and its debtor-affiliates' Chapter 11 cases:

     1. Air Products & Chemicals, Inc.
        North America Gases
        Attn: John C. Smith
        7201 Hamilton Blvd.
        Allentown, Pennsylvania 18195
        Phone: 614-481-6806

     2. The Bank of Tokyo-Mitsubishi, Ltd.
        Attn: Katsuyoshi Sahara
        227 W. Monroe St., Suite 2300
        Chicago, Illinois 60606
        Phone: 312-696-4601

     3. BOC Group, Inc.
        Attn: Jeff Johns
        575 Mountain Avenue
        Murray Hill, New Jersey 07974
        Phone: 908-771-6039

     4. E.W. Bowman, Inc.
        Attn: Richard Standish
        P.O. Box 849
        Uniontown, Pennsylvania 15801
        Phone: 724-438-0503

     5. Exel Transportation Services, Inc.
        Attn: Richard V. Merril
        7651 Esters Blvd., Suite 200
        Irving, Texas 75063
        Phone: 241-277-0851

     6. Glass Molders Potter Plastics & Allied Workers
           International Union
        Locals 243 (Pittson) & Local 306 (Columbus)
        c/o Fred Greenburg, Esq.
        111 Forest Avenue
        Narberth, Pennsylvania 19072
        Phone: 610-667-8300

     7. Metals and Additives Corporation
        Attn: Gregg R. Bennet
        5901 Lakeside Blvd.
        Indianapolis, Indiana 46278
        Phone: 317-290-5000

     8. Rich Logistics
        Attn: B.A. Perryman, Sr.
        2901 E. 4th Avenue
        Building 1, Suite 2A
        Columbus, Ohio 43219
        Phone: 614-253-7000

     9. Scioto Packaging Inc.
        Attn: Dennis Hickox
        3595 Urbancrest Industrial Drive
        Urbancrest, Ohio 43123
        Phone: 614-539-5400

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

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT  
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on September 1,
2004 (Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq.,
Kelly K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland &
Ellis, and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at
Vorys, Sater, Seymour and Pease LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection, they listed more than $100 million in estimated assets
and debts.
     

TRIUMPH HEALTHCARE: S&P Puts B Rating on Senior Secured Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Triumph Healthcare Holding Inc., a Houston,
Texas-based operator of long-term acute-care hospitals -- LTACHs.
At the same time, Standard & Poor's assigned its 'B' debt rating
and its recovery rating of '4' to the proposed senior secured
credit facility of subsidiary Triumph Healthcare LLP, in which
Triumph Healthcare Holding owns a 99% stake.  The holding company
is being purchased by financial sponsor TA Associates, and the
transaction will be funded, in part, with proceeds from the senior
credit facility.

The proposed bank loan facility is rated the same as the holding
company's corporate credit rating; this and the '4' recovery
rating indicate that the lenders can expect marginal (25%-50%)
recovery of principal in the event of default.  The facility
comprises a $90 million term loan due in six years, and a
$25 million revolving credit facility due in five years.  The
company will use the proceeds from the $90 million term loan,
$20 million of subordinated debt, and $34.5 million of equity from
TA Associates to fund the sale.  Pro forma debt outstanding will
be about $133 million.

The outlook on Triumph Healthcare Holdings is positive.

"The low-speculative-grade ratings reflect Triumph's small,
undiversified portfolio of only five hospitals, the concentration
of all its operations in only one market, and its dependence on
only few referral sources for a large percentage of its patients,"
said Standard & Poor's credit analyst David Peknay.  "The company
also faces a potential increase in competition in this relatively
narrow business, as well as reimbursement and regulatory risk
because of its heavy dependence on Medicare as its key revenue
source.  Furthermore, the company is burdened by relatively high
lease-adjusted debt and weak cash flow protection."

These concerns are only partially offset by Triumph's relatively
large presence in its market and in an industry that is expected
to expand rapidly as favorable demographics support future demand
for its services.

Triumph plans to complete four more hospital facilities in the
next 18 months, bringing its total to nine LTACHs in the Houston
area, and these will make it the fourth-largest operator of LTACHs
in the small, fragmented industry.  The company currently operates
four freestanding facilities and one "hospital-in-a-hospital."  
The four upcoming projects, as well as all future projects, are
expected to be freestanding.

Triumph provides treatments for medically complex conditions--
those that involve multiple systems of the body and require
ongoing assessment and medical management.  These include
respiratory conditions requiring ventilator support, as well as
cancer conditions and infectious diseases requiring IV therapy.

The company's key growth strategies are to expand its geographic
presence and improve physician-referral relationships.  The
company is also pursuing higher acuity patients, and it plans to
add a modest number of new LTACHs every year through de novo
development.  Triumph may consider entering new markets in the
future.


TXU CORP: Subsidiary & CSFB Halt Energy Marketing & Trading Deal
----------------------------------------------------------------
TXU Energy Company LLC, a subsidiary of TXU Corp. (NYSE: TXU), and
Credit Suisse First Boston said they mutually agreed not to pursue
a joint energy marketing and trading venture.

On May 18, TXU Energy and CSFB announced that they had a
memorandum of understanding to explore a 50/50 investment in an
energy marketing and trading entity.  After a detailed review of
the proposed venture, the parties were unable to agree on an
economic arrangement that met each side's strategic objectives.

CSFB remains committed to entering the energy trading business and
intends to build an energy trading business within the Firm while
continuing to consider strategic arrangements in the future.  TXU
Energy will continue to leverage its internal wholesale marketing
and risk management capabilities to manage its purchased power
needs and economically dispatch its generation fleet in the Texas
market.

TXU Corp. and CSFB continue to have an effective working
relationship and look forward to exploring other opportunities to
work together in the future.

CSFB is a global investment bank serving institutional, corporate,
government and individual clients.  CSFB's businesses include
securities underwriting, sales and trading, investment banking,
private equity, financial advisory services, investment research,
venture capital, correspondent brokerage services and asset
management.  CSFB operates in 69 locations in 33 countries across
five continents.  The Firm is a business unit of the Zurich-based
Credit Suisse Group, a leading global financial services company.

                        About the Company

TXU Corp., a Dallas-based energy company, manages a portfolio of
competitive and regulated energy businesses in North America,
primarily in Texas.  In TXU Corp.'s unregulated business, TXU
Energy Retail provides electricity and related services to more
than 2.6 million competitive electricity customers in Texas, more
customers than any other retail electric provider in the state.  
TXU Power owns and operates over 18,300 megawatts of generation in
Texas, including 2,300 MW of nuclear-fired and 5,837 MW of
lignite/coal-fired generation capacity.  TXU Corp. is also the
largest purchaser of wind-generated electricity in Texas and among
the top five purchasers in North America.  TXU Corp.'s regulated
electric distribution and transmission business, TXU Electric
Delivery Company, complements the competitive operations, using
asset management skills developed over more than one hundred
years, to provide reliable electricity delivery to consumers.  TXU
Electric Delivery operates the largest distribution and
transmission system in Texas, providing power to 2.9 million
electric delivery points over more than 98,000 miles of
distribution and 14,000 miles of transmission lines.  Visit
http://www.txucorp.com/for more information.

                         *     *     *

As reported in the Troubled Company Reporter on May 11, 2004, TXU
Corp. announced it has reached an agreement, which resulted in the
dismissal of a lawsuit brought against TXU by owners of
approximately 39 percent of certain TXU equity-linked debt
securities issued in October 2001. Under the terms of the
agreement, TXU will repurchase all of the approximately
8.1 million equity-linked debt securities (NYSE:TXU PrC)
(approximately $400 million stated amount), held by the plaintiffs
for an aggregate price of $47.75 per unit.

The lawsuit was filed on October 9, 2003 in New York.  In the
litigation, the plaintiffs alleged that a termination event had
occurred and that the plaintiffs are not required to buy common
stock under the common stock purchase contracts, which apply to
the securities.  The lawsuit also alleged that an event of default
had occurred under the terms of the related notes.  The common
stock purchase contracts require the holders to buy TXU common
stock on specified dates in 2004 and 2005.  The lawsuit, which is
currently on appeal after the trial court granted TXU's motion to
dismiss, will be dismissed by agreement of the parties.


UNITED SUB: Moody's Places B1 Ratings on $185M Senior Facilities
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to United
Subcontractors, Inc.'s proposed $185 million senior secured credit
facilities.  

The ratings reflect the company's:

   * significant leverage,
   * high goodwill,
   * low revenue base, and
   * recent years slow revenue growth rate.  

The rating also considers its:

   * leading market position in its key markets,

   * strong reputation, positive free cash flow, and

   * a cost structure that is comprised of a high level of
     variable expenses.

This is the first time that Moody's has rated the debt of United
Subcontractors, Inc.  The ratings outlook is stable.

Ratings assigned:

   * $30 million senior secured revolving credit facility, due
     2010, rated B1;

   * $155 million senior secured term loan B, due 2011, rated
     B1;

   * $26 million second lien term loan, due 2011; rated B3;

   * Senior Implied, rated B1;

   * Senior Unsecured Issuer, rated Caa1.

The ratings are subject to the review of executed documents.

Wind Point Partners, a private equity fund, has signed a
definitive agreement to purchase United Subcontractor's Inc., for
a purchase price of approximately $287 million.  This equates to
an purchase price to proforma LTM EBITDA of approximately 5.5
times, including fees and expenses.  Proceeds from the above debt
securities along with $72 million in preferred "equity" primarily
contributed by Wind Point Partners, will be applied towards
funding the purchase.  The $30 million senior secured revolver is
expected to be unused at closing.

The ratings are constrained by its relatively high leverage
particularly when leverage is adjusted to include the preferred
equity instrument.  Projected year-end 2005 debt to EBITDA is
expected to be around 3.3 times.  Adjusting for the $72 million
preferred debt, due to its debt like characteristics, results in
an adjusted debt to EBITDA multiple of approximately 4.8 times.
Excluding the preferred instrument, projected EBITDA coverage of
interest for 2005 is expected to be around 2.9 times.  Including
the preferred, interest coverage drops to around 2.1 times.  In
its rating decision, Moody's has treated the preferred as if it
were more equity like in nature because its dividend is non-cash
in nature, and has no scheduled maturity date.  The ratings also
consider high levels of goodwill primarily as a result of the
company being acquired as an asset purchase.  Goodwill at year end
2004 is expected to total over $200 million and compares with
total equity of almost $80 million including the
$72 million of preferred.  The ratings on the senior facilities
consider that the preferred equity, although containing debt like
characteristics, has a low priority of claim both structurally and
legally because it is at the holding company level and is junior
in class.  The combination of low tangible assets, high goodwill,
and the preferred vehicle are key reasons why Moody's considers
the company to be thinly capitalized and weakly positioned in its
rating category.

The ratings benefit from the company's revenue diversification as
it serves 15 states and also from its low customer concentration.  
Many of the companies customers have been clients for over 15
years and its relationships include eight of the ten largest
homebuilders.  The ratings also benefit from the company's stable
margins and double digit revenue growth for the first half of 2004
on a year over year basis.  Free cash flow before the impact from
adjusting for non-cash PIK preferred is anticipated to remain
strong as a result of the company's healthy EBITDA margins.  The
company's cost structure is primarily comprised of variable costs.  
As a result, the company should be able to cut costs quickly if a
downturn were to occur. Moody's also believes that the company's
variable cost structure should better insulate USI's cash flows
during a downturn.

The company's stable ratings outlook reflects expectations for
stable, although low, single digit long term annual revenue
growth, and the belief that the company's ability to deliver and
install insulation for builders on a timely basis will allow it to
differentiate itself in the market place, particularly from
smaller mom and pop operators.  The company's EBITDA margin has
recently been around 19.5% and is expected to remain near this
level as long as home starts remain strong.  Through high quality
service, the company should also be able to maintain or grow its
market share.  The company has low capital expenditure
requirements and typically experiences low working capital swings.
As a result, the company is expected to continue to generate
positive free cash flow on a fairly consistent basis. The ratings
outlook and or ratings could improve if the company's free cash
flow after capital expenditures were to meaningfully improve
leading to more rapid de-leveraging. Specific targets for a higher
outlook or rating includes sustainable free cash flow after
capital expenditures to total adjusted debt of over 10%, and
EBITDA to total interest of over 4.0 times, total debt including
preferred to EBITDA of less than 3.5 times. The ratings could
deteriorate if market conditions deteriorated, or if competition
was to pressure the company's margins.

United Subcontractors' covenants, subject to final documentation,
are expected to be comprised of:

   -- a senior leverage covenant set at a maximum of 3.75 times;

   -- total leverage covenant set at a maximum of 4.50 times;

   -- cash interest coverage covenant set at a minimum of 2.50
      times; and

   -- a fixed charge coverage covenant set at 1.20 times.

Each of these covenants is expected to have step-down provisions.  
Moody's expects the company to be in compliance for at least the
next twelve months, maintaining a solid cushion for each quarter.

The $211 million senior secured credit facilities will be
guaranteed by the senior holdings, intermediate holdings and each
of the existing and future direct and indirect subsidiaries of the
Borrower.  The senior secured credit facilities will be secured by
perfected first and second lien and security interest in the
tangible and intangible assets (including, without limitation,
intellectual property, real property, and all of the capital
stock) of the parent company of the Borrower, the Borrower and any
of its direct or indirect subsidiaries.  The collateral will
secure the Borrower's obligations in respect of the First Lien
Facilities and any interest rate swap.  The liens securing the
Second Lien Facility is second in priority to the liens securing
the First Lien Facility.  The second lien facility is rated two
notches below the First Lien Facility to reflect the lack of
tangible assets that can be relied upon in a distressed scenario
that would likely be available to holders of the second lien given
the size of the first lien relative to the company's tangible
assets.

United Subcontractors, Inc., is headquartered in Salt Lake City,
Utah.  Revenue for 2004 is expected to be around $280 million.


US AIRWAYS: Dispatchers Ratify Pact to Save $4.5 Million Annually
-----------------------------------------------------------------
US Airways' approximately 150 dispatchers, represented by
Transport Workers Union (TWU) Local 545, ratified a new cost-
savings agreement with an 85 percent vote in favor.  The new
$4.5 million per year cost-savings agreement becomes effective
today, Oct 1, 2004, pending approval by the bankruptcy court.

"I am extremely proud of our group for ratifying this agreement.
Under the circumstances, it was the absolute right thing to do and
we stand ready in support of the company, especially during these
difficult times," said Don Wright, president of TWU Dispatchers
Local 545.

"We are pleased that our dispatchers chose to ratify this
agreement and we appreciate their willingness to participate in
the company's transformation," said Jerrold A. Glass, US Airways
senior vice president of employee relations.

In addition to the dispatchers' ratification, the TWU's Flight
Crew Training Instructors and Flight Simulator Engineers have
reached tentative agreements with the company.  US Airways
continues negotiations this week with the Air Line Pilots
Association, Association of Flight Attendants and Communications
Workers of America.  Talks with the International Association of
Machinists are scheduled to resume next week.

Headquartered in Arlington, Virginia, 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.

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.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in its restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.


US AIRWAYS: Names S. Morrell & H. Tremont as Vice Presidents
------------------------------------------------------------
US Airways named two long-time employees, Stephen L. Morrell and
Helen M. Tremont, to fill the vacant positions of vice president
of Financial Planning and Analysis and vice president of Corporate
Real Estate.

Mr. Morrell was most recently managing director of Treasury and
assistant treasurer, a position he assumed in August 2003.  He
joined US Airways in 1994 as an analyst, Maintenance Operations.  
Since that time he has served in a number of positions in
Treasury.  He became the director of Treasury Operations in March
of 2001 and was promoted to assistant treasurer in 2002.

Mr. Morrell attended the University of Rochester on an ROTC
scholarship and received a bachelor's degree in economics in 1985.  
He holds a master's degree in business administration with a
concentration in finance from the Fuqua School of Business at Duke
University.  He served in the United States Navy from 1985-1992.

Ms. Tremont returns to Corporate Real Estate following her most
recent positions as director of Government Affairs and director of
Corporate Affairs.  She joined US Airways in 1986 as a regional
manager of Properties Services at the company's headquarters in
Arlington.  Since that time she also served as a regional director
of Public Affairs, and as a regional director of Airport Affairs.

She holds a bachelor's degree in English and a JD from the
University of Pittsburgh.  Prior to joining US Airways, she was in
private law practice and worked as the assistant county solicitor
for Allegheny County and the chief contract administrator for the
Allegheny County Department of Aviation.  She is licensed to
practice law in the Commonwealth of Pennsylvania.

Both Mr. Morrell and Ms. Tremont report to David M. Davis,
executive vice president of finance and chief financial officer.

Headquartered in Arlington, Virginia, 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.

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.

US Airways and its subsidiaries filed another chapter 11 petition  
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian  
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,  
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and  
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors  
in its restructuring efforts.  In the Company's second bankruptcy  
filing, it lists $8,805,972,000 in total assets and $8,702,437,000  
in total debts.

     
US AIRWAYS: Wants to Walk Away from 23 Aircraft Leases
------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, US Airways, Inc.,
and its debtor-affiliates ask for permission from the U.S.
Bankruptcy Court for the Eastern District of Virginia to reject 23
aircraft leases and unexecuted agreements for spare parts and
maintenance.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,  
explains that as part of the restructuring, the Debtors are  
analyzing their flight schedules, aircraft and engine types and  
costs, projected demand for air travel, labor costs and other  
business factors in conjunction with their fleet of aircraft and  
engines.  The Debtors intend to maximize the fleet's utility at  
the lowest possible cost.  Based on this analysis, the Debtors  
have decided to retire certain aircraft and aircraft engines from  
their fleet.  The Debtors have reduced their flight schedules and  
the aircraft and engines selected for retirement are no longer  
being utilized.  Accordingly, the Debtors seek to eliminate the  
costs associated with retaining the aircraft and engines.

The aircraft and engines to be retired are the subject of leases  
with various lessors.  The Leased Aircraft and Engines have been  
taken out of service.  Some of the Leased Aircraft and Engines  
were returned to the Lessors before the Petition Date.

For all Leased Aircraft and Engines, the Debtors promise to  
maintain the insurance coverage for 17 days after the Petition  
Date, or until September 29, 2004.  The Debtors will maintain the  
Leased Aircraft and Engines pursuant to the short-term storage  
program of the manufacturer in accordance with FAA requirements.

The Debtors propose to reject the Leases for these Aircraft:

   Lessor                     Aircraft               Tail No.
   ------                     --------               --------
   Wachovia                   Boeing 737-300          N523AU
   DaimlerChrysler            Dornier 328             N423JS
                              Dornier 328             N424JS
                              Dornier 328             N425JS
                              Dornier 328             N426JS
                              Dornier 328             N429JS
                              Dornier 328             N430JS
                              Dornier 328             N438JS
                              Dornier 328             N439JS
                              Dornier 328             N440JS
                              Dornier 328             N441JS
   Wells Fargo                Dornier 328             N462PS
                              Dornier 328             N463PS
                              DH8-100                 N833EX
                              DH8-100                 N834EX
   The CIT Group              DH8-200                 N986HA
                              DH8-200                 N987HA
                              DH8-200                 N988HA
                              DH8-200                 N989HA
                              DH8-200                 N990HA
                              DH8-200                 N991HA
                              DH8-200                 N992HA
   J.P. Morgan Trust          DH8-100                 N821EX

                  Other Miscellaneous Agreements

The Debtors also propose to reject an engine agreement with  
Lufthansa A.E.R.O., an unexecuted spare parts agreement with  
AVCRAFT of Lessburg, Virginia, and an unexecuted maintenance  
repair and overhaul agreement with AeroRepair Corporation of  
Londonberry, New Hampshire.  The agreements relate to Dornier 328  
Leased Aircraft and Engines that will be rejected.

                          *     *     *

Judge Mitchell rules that the Leases and Unexecuted Agreements  
are rejected as of the Petition Date.  The Debtors are deemed to  
have relinquished possession of the Leased Aircraft Equipment on  
the Petition Date.  The Lessors and Vendors have the right to  
take possession of the Leased Aircraft.  The Debtors will  
continue the existing insurance coverage for the Leased Aircraft  
and Engines for 17 days after the Petition Date, and maintain the  
Leased Aircraft and Engines pursuant to the short-term storage  
program of the manufacturer in accordance with FAA requirements.

Judge Mitchell orders the Debtors to use reasonable efforts to  
make the records and documents of the Leased Aircraft Equipment  
available to the relevant Lessor or Vendor.  Upon written request  
the Debtors will provide a Lessor with a lease termination  
document to file with the Federal Aviation Administration, with  
the Lessor responsible for all related costs.

Each Lessor and Vendor may object to the Motion.  At the hearing,  
the Court may vacate, modify or make the Rejection Order final.

Headquartered in Arlington, Virginia, 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.

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.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in its restructuring efforts. In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts. (US Airways Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


VISTA GOLD: Raises $6.5 Million in Private Equity Placement
-----------------------------------------------------------
Vista Gold Corp. (Amex: VGZ; TSX) is closing the private placement
previously announced on July 28, 2004.  The Corporation raised
gross proceeds of $6,489,304.80 from the sale of 1,966,456 units
priced at $3.30 per unit.  Each unit consists of one common share
and one warrant.  Each warrant will entitle the holder to acquire
one common share at an exercise price of $4.75 for a period of two
years from the date of issue, provided a registration statement is
declared effective by the U.S. Securities and Exchange Commission
within six months of the closing date; otherwise, the exercise
price of each warrant will be reduced automatically to U.S. $4.25.

Starting six months after the share registration is declared
effective, if the closing price of Vista's common shares on the
American Stock Exchange is $5.50 or more for a period of 20
consecutive trading days, then for 15 business days Vista will
have the option to request that the warrants be exercised.  If the
warrants are not exercised within 15 business days following this
request, they will be cancelled.

A cash finder's fee of 5% of the gross proceeds raised was paid to
an advisor to the corporation in conjunction with the private
placement.

"The proceeds of this private placement will allow us to continue
with our strategy of acquiring additional gold resources, as
suitable opportunities arise; improving our gold projects through
additional drilling, re-engineering and feasibility studies; and
provide for on-going administration costs," said Mike Richings,
President and Chief Executive Officer.

The securities described have not been registered under the U.S.
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

                       About the Company

Vista Gold Corp., based in Littleton, Colorado, evaluates and
acquires gold projects with defined gold resources.  Additional
exploration and technical studies are undertaken to maximize the
value of the projects for eventual development.  The Corporation's
holdings include the Maverick Springs, Mountain View, Hasbrouck,
Three Hills, Hycroft and Wildcat projects in Nevada, the Long
Valley project in California, the Yellow Pine project in Idaho,
the Paredones Amarillos and Guadalupe de los Reyes projects in
Mexico, and the Amayapampa project in Bolivia.

                         *     *     *

As reported in the Troubled Company Reporter on April 1, 2004,
Vista Gold's independent auditors expressed doubt about the
company's ability to continue as a going concern after reviewing
its financial statements for the year ending Dec. 31, 2003.


WORLDCOM INC: GP Strategies Reports Case Status Against MCI & EDS
-----------------------------------------------------------------
GP Strategies Corporation (NYSE:GPX), a global provider of
training, e-Learning solutions, management consulting,
engineering, and simulation services, reported on the status of
its litigation against MCI Communications Corporation and
Electronic Data Systems Corporation alleging fraud in connection
with GP Strategies' 1998 acquisition of Learning Technologies.  GP
Strategies seeks actual damages in the amount of $117.9 million
plus interest, punitive damages in an amount to be determined at
trial, and costs.  Such damages would be subject to reduction by
any amounts recovered in a related arbitration.  On September 10,
2004, GP Strategies announced that its wholly owned subsidiary,
General Physics Corporation, had received a $12 million interim
award in such arbitration.

The fraud action, pending in the New York State Supreme Court, has
been stayed against EDS until the related arbitration is
concluded.  GP Strategies will proceed with the fraud claim
against EDS once the interim award becomes final. The fraud action
against MCI had been stayed as a result of the bankruptcy of MCI.  
In February 2004, the bankruptcy court lifted the stay so that the
state court could rule on the merits of MCI's summary judgment
motion, which is currently before the court.

GP Strategies, whose principal operating subsidiaries are General
Physics Corporation and GSE Systems Inc., is a NYSE listed company
(GPX).  General Physics and GSE Systems are global providers of
training, e-Learning solutions, management consulting, engineering
and simulation services, improving the effectiveness of
organizations by customizing solutions to meet the specific needs
of clients.  Clients include Fortune 500 companies, manufacturing,
process and energy industries, and other commercial and government
customers.  Additional information about GP Strategies may be
found at http://www.gpstrategies.com/and about General Physics at  
http://www.gpworldwide.com/

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


* Alvarez & Marsal Launches Tax Advisory Services Group
-------------------------------------------------------
Alvarez & Marsal, a global professional services firm, formed a
new Tax Advisory Services group to provide clients with
independent advice on tax matters.  Joining the firm is a seasoned
team of tax professionals led by Alvarez & Marsal Tax Advisory
Services Chief Executive Officer, Robert N. Lowe, Jr., who
previously spent more than two decades with Arthur Andersens Tax
and Business Advisory practice.

For more than 20 years, Alvarez & Marsal has been building a
global reputation for helping clients in a range of industries
address complex business challenges,said Bryan Marsal, co-founder
of A&M.  As a leader in the turnaround and restructuring industry,
our firm made a strategic decision in recent years to expand our
capabilities while maintaining our tradition of providing top
quality client service.  Thus, we are building a team of top-
flight industry veterans to create and lead our new service areas
and enhance the value we provide to clients.

Our new tax practice, led by Bob Lowe, complements A&Ms well-
established operational and financial expertise and seeks to
address the market demand for tax professionals who will partner
with their clients to advise them with absolute integrity
regarding tax matters that impact their business,he continued.  

In the wake of the Sarbanes-Oxley Act and greater scrutiny on
corporate tax strategies, companies need to be able to rely on
senior-level, objective advice to effectively manage tax
liabilities and risks,said Mr. Lowe.   As a result, an increasing
number of management teams and boards of directors are looking
beyond traditional audit firms, which often encounter conflicts of
interest.   We are aggressively recruiting seasoned tax
professionals who will serve as advocates for their clients.  

A&Ms Tax Advisory Services include: consulting on federal,
international, and state and local tax matters, including tax
aspects of mergers, acquisitions and dispositions; identifying and
managing tax risks; advising on tax technology and process
optimization for the tax function; and providing efficient
solutions for tax reporting requirements.

During his career with Andersen, Mr. Lowe held several leadership
positions including Global Managing Partner for Expansions and
Alliances, Member of the Global, U.S., and U.S. Tax Leadership
Teams, and Managing Partner of the Florida Caribbean Market.   
Immediately prior to joining A&M, he was a Managing Director and
Chief Operating Officer of a private equity firm with $1.5 billion
under management.  Mr. Lowe holds both a Bachelors and Masters
degree in accounting from the University of Florida.     

In addition to Mr. Lowe, Mike Stokke, who has over 24 years of tax
advisory experience, joins the firm as a Managing Director and
head of the Tax Advisory Services practice in Atlanta.  Prior to
joining A&M, Mr. Stokke consulted on corporate tax matters at
Arthur Andersen and Deloitte in Houston, Minneapolis and Atlanta.
He led Andersens Minneapolis tax practice for seven years, and
held national management roles in both Andersen and Deloitte.    A
graduate of the University of Wisconsin-Eau Claire, Mr. Stokke
earned a MBA in management with a specialization in strategy and
leadership from the University of Minnesota Carlson School of
Business.

Joining Mr. Stokke in Atlanta is Jeff Rubin, a Managing Director
who spent over 17 years with Arthur Andersen where he led the
International Tax and Business Advisory Practice for the Southeast
Region.  While at Andersen he was responsible for delivering
value-added consulting services and tax advice for some of the
largest multinational companies in Atlanta and the Southeast.  Mr.
Rubin also was a member of Andersens team focused on partnership
taxation.  Immediately prior to joining A&M, Mr. Rubin co-founded
and served as a managing member of a venture capital fund, which
invested in startup technology companies in the Southeast.   Mr.
Rubin earned a J.D. from Emory University School of Law and a
Bachelors degree in accounting from the University of Florida.  

Ted McElroy joins the firm as a Managing Director and head of the
Tax Advisory Services practice in Houston.  Prior to joining A&M
he spent 23 years with Arthur Andersen where he led Andersens Gulf
Coast Region tax practice.  Mr. McElroy has served clients in the
oil and gas industry and has authored publications and articles
about leading tax issues impacting companies in the oil and gas
industry, including the Arthur Andersen Oil and Gas Federal Income
Tax Manual.  For the last two years, he was the Global and U.S.
Oil and Gas Tax Industry leader for Deloitte.  Mr. McElroy earned
both a Bachelors degree and Masters degree in taxation from Texas
A&M University.

Kim Barr, who has more than 23 years of tax advisory experience,
joins the firm as a Managing Director and head of the San
Francisco Tax Advisory Services practice.  Prior to joining A&M,
he was a partner with Andersen and Deloitte in San Francisco and
Seattle.  In Seattle, he led Andersens tax practice for several
years.  In San Francisco, he headed up the regions state and local
tax practice for Deloitte.  Mr. Barrs experience includes advising
clients in such industries as health care, software, publishing
and power generation on federal and state and local tax matters.  
A graduate of the University of North Carolina at Chapel Hill with
a Bachelors degree in accounting, he earned a law degree from Duke
Law School.  

Kristin Cobb Fonseca, who spent over ten years with Arthur
Andersen, joins the firm as a Managing Director, based in Miami.   
During her career with Andersen, she advised large corporate
clients on mergers and acquisitions and accounting methods
matters.  Ms. Fonseca also was a member of Andersens Global
Expansions and Alliances team where she was responsible for
identifying, structuring and negotiating the firms acquisitions,
divestitures and alliances.  Ms. Fonseca holds both a Bachelors
and Masters degree in accounting from the University of Florida.   

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses and organizations in the
corporate and public sectors navigate complex business and
operational challenges.  With professionals based in locations
across the U.S., Europe, Asia, and Latin America, Alvarez & Marsal
delivers a proven blend of leadership, problem solving and value
creation.  Drawing on its strong operational heritage and hands-on
approach, Alvarez & Marsal works closely with organizations and
their stakeholders to help navigate complex business issues,
implement change and favorably influence results.   Its service
offerings include Turnaround Management Consulting, Crisis and
Interim Management, Creditor Advisory, Financial Advisory, Dispute
Analysis and Forensics, Real Estate Advisory, Business Consulting
and Tax Advisory.  For more information about the firm, please
visit <http://www.alvarezandmarsal.com/>www.alvarezandmarsal.com.


* Clark Nuber Names Steven Shulze First Director of Accounting
--------------------------------------------------------------
Clark Nuber, a CPA and consulting firm in Bellevue, Washington,
which has won accolades throughout the region and in the
accounting profession, recently named Steven C. Shulze as their
first Director of Accounting.

"Clark Nuber is fortunate to have professionals like Steve who
help elevate the level of professionalism we provide to both our
clients and our employees," said David Katri, Clark Nuber's
President and CEO.  Shulze, who has been with the firm for six
years, said "I am fortunate to work for an organization that
fosters an environment of professionalism and encourages employees
to strive to better themselves.  The shareholders here at Clark
Nuber have shown confidence in me and given me the opportunities
and support to achieve my professional goals.  It is no wonder to
me that Clark Nuber has been recognized as a best place to work...
it is THE best place in my opinion."

Headquartered in Bellevue, Washington, Clark Nuber employs over
100 people with the expertise to provide business owners and
leaders in private and not-for-profit organizations, as well as
high net worth individuals, with a wide variety of services,
including: financial statement audits, tax planning and
compliance, state and local tax consulting,
CFO/Controller/accounting and finance services, estate planning,
private foundation consulting, family partnerships, stock option
planning, healthcare services, and specialty audits including
benefit plans and government grants.


* Texas Monthly Recognizes 56 Winstead Attorneys as Super Lawyers
-----------------------------------------------------------------
In the October 2004 issue of Texas Monthly, 56 Winstead attorneys
will be featured among Texas' Super Lawyers.  Designated by a
panel of their peers, the second annual list recognizes Texas
attorneys for their outstanding client service, and for
performance and professional reputation in a specialty area of the
law.

"This prestigious recognition serves as a testament to the talent
of our attorneys, their commitment to advancing the legal
profession and, most importantly, their constant drive to deliver
the highest quality service to our clients," said W. Mike Baggett,
Winstead's Chairman and CEO, and one of the attorneys listed.  "I
know I can speak for the other 55 Winstead attorneys who received
this honor with me, we are both humbled and honored to be named
Super Lawyers by Texas Monthly."

To select the winners, the publishers of Texas Monthly and Law &
Politics magazines mailed more than 90,000 ballots to lawyers
across Texas.  The lawyers were asked to nominate the best of the
best among their peers based on first-hand knowledge.  The final
list -- only 5 percent of Texas' licensed attorneys -- is one of
the most comprehensive and diverse listings of top lawyers in
Texas ever assembled.  The list also will be available at
http://www.superlawyers.com/

The following, separated by city location, are the 56 Winstead
attorneys who were recognized, along with their specialty areas:

    Austin
    ------
    Robert C. Bass - Construction & Litigation
    Berry D. Spears - Bankruptcy & Workout
    Darrell R. Windham - Corporate Finance
    Pete Winstead - Government Relations & Lobbying

    Dallas
    ------
    W. Mike Baggett - Business Litigation
    John F. Bergner - Estate Planning/Trusts
    Talmage Boston - Business Litigation
    C. Mark Brannum - Bankruptcy & Workout
    James David Brown - Business Litigation
    Mark A. Calhoun - Business Litigation
    William Frank Carroll - Business Litigation
    Bruce A. Cheatham - Corporate Finance
    Barry W. Cowan - Employee Benefits
    Robert E. Crawford - Corporate Finance
    Dan C. Dargene - Labor & Employment
    Ira D. Einsohn - Banking & Financial
    R. Michael Farquhar - Bankruptcy & Workout
    Thomas R. Helfand - Tax
    Michael W. Hilliard - Banking & Financial
    James R. Littlejohn - Banking & Financial
    Jay J. Madrid - Business Litigation
    John M. Nolan - Real Estate
    Michael K. O'Neal - Banking & Financial
    Edward A. Peterson - Real Estate
    Joel Reese - Business Litigation
    Stuart M. Reynolds, Jr. - Business Litigation
    Michelle I. Rieger - Construction & Litigation
    Melissa R. Stewart - Banking & Financial
    Kevin A. Sullivan - Real Estate
    J. Maxwell Tucker - Bankruptcy & Workout
    J. Richard White - Real Estate
    Kirk R. Williams - Environmental/Land Use
    Robert J. Witte - Business Litigation
    Valinda Barrett Wolfert - Banking & Financial
    Robert E. Wood - Banking & Financial

    Fort Worth
    ----------
    G. Tommy Boswell - Closely Held Businesses
    Michael A. McConnell - Bankruptcy & Workout
    J. Michael Sutherland - Bankruptcy & Workout

    Houston
    -------
    Nelson R. Block - Banking & Financial
    Denis Clive Braham - Sports
    Jeffery J. Brashier - Banking & Financial
    Todd B. Brewer - Corporate Finance
    Edmund L. Cogburn - Business Litigation
    Cheryl Cain Crabbe - Estate Planning/Trusts
    Melvin A. Dow - Real Estate
    Paul M. Easterwood - Real Estate
    K. Gregory Erwin - Real Estate
    J. Robert Fisher - Real Estate
    Abraham P. Friedman - Real Estate
    Jeff Joyce - Business Litigation
    Barbara J. LeBarron - Real Estate
    John McFarland - Business Litigation
    Barry E. Putterman - Real Estate
    Dawn S. Ritcher - Energy Law
    Paul Strohl - Energy Law

    The Woodlands
    -------------
    R. Clyde Parker Jr. - Corporate Finance

In addition, Madrid was named one of the Top 100 attorneys in
Texas and Dallas/Fort Worth.  Other Winstead attorneys who
received additional recognition include Baggett and McConnell (Top
100 attorneys in Dallas/Fort Worth), Dow and Erwin (Top 100
attorneys in Houston), and Spears (Top 50 attorneys in Central
Texas).

Winstead Sechrest & Minick is among the largest business law firms
in Texas with more than 320 attorneys and 29 practice areas.
Winstead has offices in Austin, Dallas, Fort Worth, Houston, San
Antonio, and The Woodlands, Texas, Washington D.C., and Mexico
City.  For detailed information about the firm, visit
http://www.winstead.com/


* BOOK REVIEW: The Story Of The Bank Of America
-----------------------------------------------
Authors:    Marquis James and Bessie R. James
Publisher:  Beard Books
Softcover:  592 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981459/internetbankrupt

The Bank of America began as the Bank of Italy in 1904.  A. P.
Giannini was motivated to found the Bank out of his indignation
over the neglect by other banks of the Italian community in San
Francisco's North Beach area.  Local residents were quickly drawn
to Giannini's new type of bank suited for their social
circumstances, financial needs, and plans and aspirations.  Before
Giannini's Bank of Italy, the field was dominated by large, well-
connected, and politically influential banks typified by the
magnate J. P. Morgan's House of Morgan catering to corporations
and the wealthy industrialists and their families of the Gilded
Age.

Giannini's Bank proved to be a timely enterprise with great
potential far beyond its founder's original aims.  The early 1900s
following the Gilded Age was a time of spreading democratization
in American society with large numbers of immigrants being
assimilated.  It was also a time of considerable industrial growth
after the heyday of the tycoons such as Morgan, Rockefeller, and
Carnegie in the latter 1800s.  Giannini's idea was also helped by
the growth of California in its early stages of becoming one of
the most prosperous and most populous states.  As California grew,
so did the Bank of America.

A. P. Giannini was the perfect type of individual to oversee the
growth of a bank that stood in sharp contrast to the House of
Morgan and which reflected broad changes in American society and
business.  Giannini followed the quick success of his North Beach
bank with Bank of Italy branches elsewhere in San Francisco. With
the success of these followed branches throughout California's
agricultural valleys and Los Angeles as Giannini reached out to
populations of other average persons generally ignored by the
traditional banks.  Throughout the rapid growth of his bank,
Giannini never lost touch with his original motive for creating a
bank suited for the average individual.  When he died at 80 years
of age in 1949, he lived in the same house as he did when he
opened the original Bank of Italy; and his estate was less than
half a million dollars.

Throughout all the stages of the Bank of America's growth,
business recessions and depressions, and changes in American
society, including increased government regulation, the Bank
continued to reflect its founder's purposes for it.  In the 1920s,
the Bank of Italy became a part of the corporation Transamerica.
In 1930, the Bank was merged with the Bank of America of
California.  The newly formed bank was given the name the Bank of
America National Trust and Savings Association, with Giannini
appointed as chairman of the committee to work out the details of
the merger.  In 1930, he selected Elisha Walker to head
Transamerica so he could be free to pursue his interest of
establishing a national bank with the same goals and nature as his
original Bank of Italy.  But becoming alarmed over Walker's
proposed measures for dealing with the pressures of the
Depression, Giannini waged a battle involving board members,
stockholders, and allies he had worked with in the past to regain
control of Transamerica.  In 1936, A. P. Giannini's son, Lawrence
Mario, succeeded his father as president of Bank of America, with
A. P. remaining as chairman of the board.

The story of Bank of America is largely the story of A. P.
Giannini: his ideas, his values, his ambitions, his goals, his
personality.  The co-authors follow the stages of the Bank's
growth by focusing on the genteel, yet driven and innovative, A.
P. Giannini.  There's a balance of basic business material such as
stock prices, rationale of momentous business decisions, and
balance-sheet data, with portrayals of outsized characters of the
time.  Among these, besides Giannini, are the federal government
official Henry Morgenthau and Charles Stern, California's
superintendent of banks in the early 1900s.  With this balance,
The Story of the Bank of America is an engaging and informative
work for readers of more technical business books and human-
interest business stories alike.


                           *********

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

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

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

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

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

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

                            *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

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

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

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



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