TCR_Public/041018.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, October 18, 2004, Vol. 8, No. 226

                          Headlines

ABITIBI-CONSOLIDATED: Will Release 3rd Qtr. Results on Oct. 21
ADVANCED MICRO: S&P Rates Planned $600 Mil. Sr. Unsec. Notes B-
AGILYSYS INC: S&P Upgrades Corporate Credit Rating to BB- from B+
ASHBERRY EXETER LLC: List of 20 Largest Unsecured Creditors
ALASKA AIRLINES: Names William MacKay Senior Vice President

ANC RENTAL: Port of Portland Wants $1.8 Million Claim Paid
ARI NETWORK: July 31 Balance Sheet Upside-Down by $6.6 Million
ATX COMMUNICATIONS: Court Approves $5 Mil. DIP Financing Pact
AUTONATION INC: Moody's Rates $200 Mil. Sr. Secured Facility Ba2
BAC SYNTHETIC: Fitch's Class D Rating Tumbles to DD from C

BAM! ENTERTAINMENT: Nasdaq Halts Stock Trading in SmallCap Market
BRIAZZ, INC.: Wants Plan-Proposal Period Stretched to December 4
BUSH INDUSTRIES: Hires Standard & Poor as Valuation Consultant
CATHOLIC CHURCH: Tucson Wants to Maintain Existing Bank Accounts
CBD MEDIA: Planned Debt Increase Cues S&P' to Watch B+ Rating

CENTERPOINT ENERGY: Extends AT&T Relationship with $7.8 Mil. Pact
CHECKERED FLAG: Case Summary & Largest Unsecured Creditor
CITIZENS ENTERPRIZES: List of 16 Largest Unsecured Creditors
COMMERCE ONE: Two Creditors Offer $4.1 Million to Buy Assets
COOPER COMPANIES: Moody's Places Ba3 Ratings on Planned Facilities

COVENTRY HEALTH: Merger Plans Cue Fitch to Put BB Ratings on Watch
CSFB MORTGAGE: Moody's Reviewing Ba2 Rating on Class B-2 Tranche
DELTA AIR: Amends & Extends Exchange Offer for $680 Million Debt
DEVLIEG BULLARD: Committee Wants to Examine KPS Under Rule 2004
DOANE PET: Moody's Assigns Low-B & Junk Ratings on Debts

DUNE ENERGY: Appoints Marshall Lynn Bass to Board of Directors
EL COMANDANTE: Case Summary & 43 Largest Unsecured Creditors
ENRON CORP: Judge Gonzalez Approves AES Entities Settlement Pact
FAIRFAX FINANCIAL: Will Discuss 2004 3rd Qtr. Results on Oct. 29
FIRST UNION: Fitch Assigns BB Rating to $5M Class Q Certificates

FOOTSTAR INC: Hires Ernst & Young to Audit Meldisco Business Unit
FORT WORTH: Shutdown Prompts Moody's to Slash Ratings to Caa3
FOSTER WHEELER: Harry Rekas Departs from Directorship Position
HARVEST ENERGY: Closes 7-7/8% Senior Debt Offering
HAYES LEMMERZ: Clawson & Wallace Disclose Equity Stakes

HCA INC: Share Repurchase Plan Cues Fitch to Pare Ratings to BB+
HOLLINGER INC: Court Appoints Kroll Lindquist as Inspector
HORACE MANN HOME: Case Summary & 20 Largest Unsecured Creditors
IMC GLOBAL: Moody's Still Reviewing Low-B Ratings & May Upgrade
IMPACT MANAGEMENT INC: Case Summary & Largest Unsecured Creditor

INTEGRATED ELECTRICAL: Retains Todd Matherne as Advisor for CEO
INTEGRATED HEALTH: Rotech Wants Until Jan. 7 to File Final Report
INTERNATIONAL MILL: Moody's Assigns Single-B & Caa Ratings
INTERSTATE BAKERIES: Hires Stinson Morrison as Local Counsel
INTRAWEST CORP: Pays $395 Mil. to Holders of 10.50% Senior Notes

KAISER ALUMINUM: Ferazzi Wants to Retain Risk Int'l as Consultant
KATELMAN FOUNDRY: Case Summary & 19 Largest Unsecured Creditors
LAIDLAW INT'L: Greyhound Ratifies New Collective Bargaining Pacts
LAKE AT LAS VEGAS: S&P Assigns Low-B Ratings to Facilities
MARKWEST ENERGY: S&P Rates Planned $200M Sr. Unsec. Notes B+

MASTEC INC: Names C. Robert Campbell as Exec. Vice Pres. & CFO
MAXIM CRANE: Files Amended Joint Plan of Reorganization
MERRILL LYNCH: Class H's S&P Rating Tumbles to D
MORGAN STANLEY: Fitch Assigns Low-B Ratings to Four Cert. Classes
NORTEL NETWORKS: Completing Transfer of Operations in 1st Quarter

NORTHWEST AIRLINES: Reaches Tentative Agreement with Pilots
OGLEBAY NORTON: Tort Claimants Make Pitch for Official Committee
OPTIMAL GEOMATICS: Equity Deficit Narrows to $1 Mil. at July 31
PACIFIC CROSSING: Wants Plan-Filing Period Extended to March 31
PACIFIC ENERGY: Will Release 2004 3rd Quarter Results on Oct. 27

PACIFIC GAS: Names Robert Howard as California Gas Transmission VP
PAXSON COMMS: Seeks Declaratory Ruling on Redemption of NBC Shares
PREMIER FARMS: Seeks to Dismiss Bankruptcy Case
PREMIER FARMS: U.S. Trustee Raises Concerns about Case Dismissal
RCN CORP: Court Approves Amended Disclosure Statement

RCN CORP: Summary of Amended Plan & Disclosure Statement
RELIZON COMPANY: Moody's Affirms B1 Ratings on Three Facilities
REMINGTON ARMS: Profit Erosions Cue Moody's to Pare Low-B Ratings
RFMSII: Moody's Reviewing Ba1 Rating on 2002-HS1 Class B Issue
RICHARD MANNO: Case Summary & 20 Largest Unsecured Creditors

ROCKWOOD SPECIALTIES: Moody's Rate $625 Mil. Sr. Sub. Notes B3
SACO I TRUST: Moody's Reviewing Ba2 Rating on Class B-2 Issue
SANKATY HIGH YIELD: Fitch Affirms Low-B Ratings on Classes D & E
SHAW GROUP: Posts $31 Million Net Loss for 2004 4th Quarter
SMURFIT-STONE: Gets S&P's B+ Corporate Credit Rating After Merger

SNOWVILLE FARMS: Case Summary & 20 Largest Unsecured Creditors
SOUTHERN EXPOSURE INC: Voluntary Chapter 11 Case Summary
STELCO: Monitor Ernst & Young Files 10th CCAA Restructuring Report
STELCO INC: Non-Disclosure of GM Ultimatum "Reckless", Workers Say
SUMMIT WASATCH: List of 6 Largest Unsecured Creditors

SUTTER CBO: Credit Quality Decline Spurs Moody's to Cut Ratings
TAHERA DIAMOND: Plans to Raise C$45 Million in Equity Financing
TIRO ACQUISITION: Wants to Hire Pachulski Stang as Co-Counsel
TRANSPORTATION TECH: Moody's Confirms Low-B & Junk Ratings
US AIRWAYS: Gets Court Nod to Cut Wages & Benefits Until Feb. 15

US AIRWAYS: Establishes Reclamation Claims Procedures
USA MOBILITY: Moody's Rates Planned Metrocall & Arch Loan at Ba3
WICKES INC: Wants Until Jan. 18 to Solicit Votes on Joint Plan
WISCONSIN AVENUE: Fitch Raises Class C's Rating to BBB from BB-
WISCONSIN AVENUE: Fitch Slashes Class D Rating to BB+ from AA

WISCONSIN AVENUE: Fitch Affirms BB- Rating on $9.2M Class C Certs.
WISE WOOD: Inks Agreement to Combine Businesses with Diamond Tree
WOMEN FIRST: Committee Balks at Liquidating Chapter 11 Plan
WOMEN FIRST: Committee Hires J.H. Cohn as Financial Advisor
WORLDCOM INC: Resolves Claims Dispute with Neon Optica

* Arent Fox Hosting Oct. 26 Cross-Border Insolvency Seminar

* BOND PRICING: For the week of October 11 - October 15, 2004

                          *********

ABITIBI-CONSOLIDATED: Will Release 3rd Qtr. Results on Oct. 21
--------------------------------------------------------------
Abitibi-Consolidated Inc. (TSX: A;NYSE: ABY) will release third
quarter results before the market opens on Thursday,
October 21, 2004.  Management will host a conference call and
question-and-answer session to discuss earnings that day at
11:00 A.M. (Eastern).  Participants will include President and
Chief Executive Officer, John W. Weaver as well as Pierre Rougeau,
Senior Vice-President, Corporate Development and Chief Financial
Officer.

To participate in the conference call, investors, analysts &
business media may dial 1-800-387-6216 or 514-861-6560 ten minutes
before the beginning of the call.

Abitibi-Consolidated is a global leader in newsprint and uncoated
groundwood (value-added groundwood) papers as well as a major
producer of wood products, generating sales of $5.4 billion in
2003.  With over 15,000 employees, excluding PanAsia, the Company
does business in approximately 70 countries.  Responsible for the
forest management of 17.5 million hectares, Abitibi-Consolidated
is committed to the sustainability of the natural resources in its
care.  The Company is also the world's largest recycler of
newspapers and magazines, serving 16 metropolitan areas with more
than 12,300 Paper Retriever(R) collection points and 14 recycling
centres in Canada, the United States and the United Kingdom.
Abitibi-Consolidated owns or is a partner in 27 paper mills,
22 sawmills, 4 remanufacturing facilities and 1 engineered wood
facility in Canada, the U.S., the UK, South Korea, China and
Thailand

                         *     *     *

As reported in the Troubled Company Reporter on June 15, 2004,  
Standard & Poor's Ratings Services assigned its 'BB' rating to
Montreal, Quebec-based Abitibi-Consolidated Co. of Canada's
US$200 million floating rate notes due 2011, and US$200 million
7.75% notes due 2011.  The notes are unconditionally guaranteed by
Abitibi-Consolidated Inc.  At the same time, Standard & Poor's
affirmed its 'BB' long-term corporate credit rating on Abitibi.  
The outlook is negative.


ADVANCED MICRO: S&P Rates Planned $600 Mil. Sr. Unsec. Notes B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sunnyvale, California-based Advanced Micro Devices Inc.
to 'B/Stable/--' from 'B-/Positive/--'; its rating on the
company's senior secured debt to 'B+' from 'B'; and on the
subordinated debt to 'B-' from 'CCC'.

Additionally, Standard & Poor's assigned its 'B-' rating to the
company's planned offering of $600 million in senior unsecured
notes due 2012, offered under Rule 144a with registration rights.  
The outlook is stable.

"The upgrade reflects the company's improving product position,
operating performance, and debt maturity profile.  Proceeds of the
new issue will repay approximately $612 million in secured bank
loan obligations of Advanced Micro's Dresden operations, which
mature in 2005 and 2006," said Standard & Poor's credit analyst
Bruce Hyman.  Following the bank loan repayment, which reduces the
total amount of senior secured debt and other priority liabilities
in Advanced Micro's capital structure, senior unsecured debt is
rated one notch below the corporate credit rating, rather than two
notches as before.

Advanced Micro had about $2.7 billion debt, guarantees, and
capitalized leases outstanding at September 30, 2004, reflecting
its 60% share of the obligations of its Spansion joint venture.

The ratings continue to reflect:

   (1) Advanced Micro's high debt levels,
   (2) ongoing negative free cash flows, and
   (3) its second-tier position in the personal computer
       microprocessor industry.

These factors are mitigated by the company's having achieved
competitive product lines and manufacturing processes, and its
market-leading position in the flash memory market.


AGILYSYS INC: S&P Upgrades Corporate Credit Rating to BB- from B+
-----------------------------------------------------------------
NEW YORK (Standard & Poor's) Oct. 14, 2004

Standard & Poor's Ratings Services raised its corporate credit
rating on Cleveland, Ohio-based Agilysys, Inc. to 'BB-' from 'B+'.
The upgrade reflects improving profitability and debt protection
metrics.  The outlook is stable.

As of June 30, 2004, Agilysys had adjusted (for capitalized
operating leases) total debt of $212.8 million.

"The ratings on Agilysys reflect a narrow business base, modest
but improving profitability, and an acquisitive growth strategy,"
said Standard & Poor's credit analyst Martha Toll-Reed.  These
factors partly are offset by a good position in the North American
computer systems distribution market, and moderately leveraged
financial profile.

The computer systems distribution market is global, highly
competitive and relatively low-value-added.  In addition, Agilysys
competes against larger competitors with greater resources, and
has significant supplier concentration.  The company reported
revenues of $1.4 billion and net income of $11.5 million in fiscal
2004.

EBITDA margins exceeded 3% in the quarter ended June 30, 2004, up
from about 2% in the prior-year period. Quarterly profitability
levels are expected to demonstrate sustainable improvement on a
year-over-year basis through calendar 2004, benefiting from
Agilysys' ability to support revenue growth with modest increases
in operating costs.

Debt-protection metrics also have shown significant improvement,
driven by revenue and earnings growth, as well as modest debt
reductions.  Total debt to EBITDA was 3.9x in the June 2004
quarter, compared with in excess of 6x the prior year.  However,
further improvements in Agilysys' financial profile could be
limited by the company's strategic growth and acquisition goals.


ASHBERRY EXETER LLC: List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Ashberry Exeter LLC released a list of its 20 Largest Unsecured
Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Flooring Dist - Prop Management  Business Debt           $31,860

Goodman Company LP               Business Debt           $14,603

Sherwin Williams                 Business Debt           $12,393

Whirlpool Contract/Retail        Business Debt            $8,686

American Electric Power          Business Debt            $8,668

C.G.C. Wholesale Carpets         Business Debt            $6,087

Maintenance USA                  Business Debt            $3,745

For Rent Magazine                Business Debt            $3,434

United Parcel Service            Business Debt            $3,277

Management Maintenance           Business Debt            $2,970

Wilmar Industries Inc            Business Debt            $2,646

Brunner Lawn Care Company        Business Debt            $2,480

S&J Extreme Clean Inc            Business Debt            $1,920

Maintenance Warehouse            Business Debt            $1,890

Cook's Termite & Pest Control    Business Debt            $1,819

Holt Marketing                   Business Debt            $1,736

FABCO                            Business Debt            $1,575

BWC State Insurance Fund         Business Debt            $1,393
Corporate Processing Department

Thrasher Buschmann Griffith      Business Debt            $1,128

Haven Willis Law Firm LLC        Business Debt            $1,105

Headquartered in Phoenix, Arizona, Ashberry Exeter LLC is a
22-building, 172-unit multi-family apartment complex.  The Company
filed for chapter 11 protection on September 16, 2004 (Bankr.
D. Ariz. Case No. 04-16374).  Dennis J. Wortman, Esq., at Dennis
J. Wortman, P.C., in Phoenix, represents the Company in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of over $1 million.


ALASKA AIRLINES: Names William MacKay Senior Vice President
-----------------------------------------------------------
Alaska Airlines has appointed William L. MacKay senior vice
president/Alaska.

A 28-year veteran of the company, Mr. MacKay will reside in
Anchorage and continue to be responsible for the airline's public
and government affairs division systemwide.  In addition, he will
support the carriers' operating divisions by providing oversight,
coordination and assistance to the divisions statewide.

Formerly vice president of public and government affairs at the
airline's corporate headquarters in Seattle, Mr. MacKay's
appointment is part of a recent restructuring of the airline's
overall management structure.

"This promotion reflects the important contributions Bill has made
over the years to Alaska Airlines through his unique connection to
the 49th State," said Bill Ayer, chairman and CEO.  "More to the
point, it manifests the extraordinary importance we place on
maintaining, improving and expanding the quality of our passenger
and air cargo service throughout Alaska."

Reporting to Mr. MacKay in Seattle to oversee the day-to-day
activities of the public and government affairs department will be
Joe Sprague who has been promoted to staff vice president of
public and government affairs.  Sprague, most recently managing
director of government affairs in Washington, D.C., is a former
Anchorage resident and served as director of sales for the airline
in Alaska.  "With these two appointments, Alaska Airlines has two
key officers with very deep roots in the state to advocate on
behalf of our Alaska employees, customers and communities," said
Ayer.

Prior to assuming his duties in Seattle, Mr. MacKay had served in
Alaska as a regional vice president and as an assistant vice
president of sales for the carrier.  A 38-year veteran of the
airline industry, Mr. MacKay has been with Alaska since 1976.

Active in civic affairs in both Alaska and the Lower 48, Mr.
MacKay is a member of the board of directors of the University of
Alaska Foundation, Nature Conservancy of Alaska, Alaska Raptor
Rehabilitation Center of Sitka, Jr. Achievement of Washington and
the Seattle Chamber of Commerce.

Mr. MacKay began his career in the airline industry with
Continental Airlines in 1966.  After joining Alaska, he served in
the carrier's marketing department until moving to Alaska as
regional vice president in 1983.

                        About the Company

Alaska Airlines is the nation's ninth largest carrier. Alaska and
its sister carrier, Horizon Air, together serve more than 80
cities in Alaska, the Lower 48, Canada and Mexico. For more news
and information, visit the Alaska Airlines Newsroom on the
Internet at http://newsroom.alaskaair.com/  

Seattle-based Alaska Air Group is the parent company of Alaska
Airlines and Horizon Air Industries.  The company and its sister
carrier, Horizon Air, together serve 80 cities in Alaska, the
Lower 48, Canada and Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 24, 2004,
Alaska Airlines began offering a voluntary severance package to
management employees as a precursor to a reorganization that will
eliminate about 9% of its management positions between now and
spring 2005.

Alaska anticipates a reduction of up to 150 employees resulting in
permanent annual savings ranging between $5 and $10 million.

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on Alaska Air Group Inc. and subsidiary Alaska
Airlines Inc., including lowering the corporate credit rating on
both to 'BB-' from 'BB.' Ratings were removed from CreditWatch,
where they were placed March 18, 2003.  The outlook is negative.


ANC RENTAL: Port of Portland Wants $1.8 Million Claim Paid
----------------------------------------------------------
ANC Rental and its debtor-affiliates asked the Court to disallow
and expunge 150 claims, one of which is owned by the Port of
Portland.  Upon review of the claims register, the filed claims
and their books and records, the Debtors assert that they have no
liability for each of the claims.

                          Portland Replies

According to Kurt F. Gwynne, Esq., at Reed Smith, in Wilmington,
Delaware, prior to the Petition Date, the Port of Portland
entered into certain agreements with Debtors National Car Rental
System, Inc., and Alamo Rent-A-Car, LLC, concerning the Debtors'
rental car operations at Portland International Airport,
including:

    * The Operating Agreement dated March 15, 1998, concerning
      National's car leasing facility at a new parking garage at
      the Airport;

    * A Lease of Airport Way Maintenance, Storage and
      Administrative Facilities, dated March 8, 1989, between
      National and the Port; and

    * Two Underground Storage Tank Use Agreements between National
      and the Port.

National's obligations under the Agreements included
responsibilities and liabilities pursuant to applicable
environmental laws for any clean-up of petroleum or other
hazardous substances or contaminants in the soil or groundwater
at the Quick Turn-around area at the Airport, and the Debtors'
leased facilities at the Airport on Airport Way, or elsewhere on
the Airport property that is attributable to, or the
responsibility of, National.

By an amended Order entered on December 9, 2002, National assumed
and assigned the Agreements to Debtor ANC Rental Corporation.
ANC assumed all of National's responsibilities under the
Agreements.

Mr. Gywnne reports that National caused environmental
contamination to occur in violation of the Agreements.  As a
result, National incurred liability for the environmental clean
up costs under the Agreements.

On January 14, 2003, the Port timely filed Claim No. 7990 for
$1,847,000, asserting that National allowed an environmental
contamination to occur in direct violation of the Agreements.  On
June 21, 2003, the Port filed Claim No. 10061 for $1,233,000,
amending Claim No. 7990.

In May 2003, the Debtors sought to assign the Agreements and
Consents to Assignment to Vanguard Car Rental USA, Inc.  The Port
objected to the assignment of the Agreements on July 28, 2003.
To settle their dispute, the Debtors, the Port and Vanguard
agreed that ANC and National remain liable under the Agreements
as to all liabilities, which arose prior to the Effective Date of
the assignment to Vanguard.

On August 31, 2004, the Debtors objected to the Port's original
claim and asserted that their books and records do not reflect
any amount owed to the Port.

Mr. Gwynne points out that since the Debtors have not objected to
Claim No. 10061, their Objection is ineffective as to that Claim.

Mr. Gwynne further notes that the entries of a debtor's books and
records, when presented alone, are insufficient evidence to
overcome a properly filed proof of claim's prima facie evidence
of validity.  The Debtors' books and records are not equal in
force to the prima facie validity of the Claim.

Hence, the Port asks the Court to overrule the Debtors'
Objection.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.  
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.
Upon confirmation, Blank Rome, LLP, and Fried, Frank, Harris,
Shriver & Jacobson, LLP, withdrew as the Debtors' counsel. Gazes &
Associates, LLP, and Stevens & Lee, PC, serve as substitute
counsel to represent the debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 61; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ARI NETWORK: July 31 Balance Sheet Upside-Down by $6.6 Million
--------------------------------------------------------------
ARI Network Services, Inc. (OTCBB:ARIS), a leading provider of
electronic parts catalogs and related technology and services to
increase sales and profits for dealers in the manufactured
equipment markets, reported increased revenues and record net
income for the fiscal year ended July 31, 2004.

ARI reported revenues of $13.4 million for fiscal 2004, a 7%
increase from revenues of $12.6 for fiscal 2003.  Operating income
for fiscal 2004 was $1.3 million, compared to an operating loss of
$341,000 in fiscal 2003.  Net income was $1.1 million, compared to
a loss of $1.3 million in fiscal 2003.

For the fourth quarter of fiscal 2004, revenues were $3.5 million,
up 9% from revenues of $3.2 million for the fourth quarter of the
prior year.  Operating income was $684,000 for the fourth quarter
of fiscal 2004, compared to a loss of $71,000 for the comparable
prior period.  Net income was $628,000 for the fourth quarter of
fiscal 2004, compared to a loss of $74,000 for the comparable
prior period.

"We anticipated that fiscal 2004 would be a good year for ARI, and
it was," said Brian E. Dearing, chairman and chief executive
officer. "The improved performance indicates that our strategies
are working.  In fiscal 2004, we continued to focus on our core
catalog business, controlling expenses, strengthening our product
portfolio and improving our balance sheet."

"Recurring revenues in our core catalog business and total
recurring revenues in our core market of equipment manufacturers,
distributors and dealers both increased 14% in fiscal 2004.  The
improvement reflects an increase in the number of dealers we serve
to over 27,000 at the end of fiscal 2004.  We also benefited from
the introduction of several new and enhanced products during the
year."

Earnings before interest, taxes, depreciation and amortization
(EBITDA) increased to $3.0 million for fiscal 2004, compared to
EBITDA of $1.6 million in fiscal 2003.  For the fourth quarter of
fiscal 2004, EBITDA was $916,000, compared to EBITDA of $902,000
for the same period in the prior year.

"ARI's balance sheet also improved in fiscal 2004.  We ended the
year with a cash balance of $3.4 million up from $2.1 million at
the end of last year and paid off $750,000 of debt principal
during the year," said Dearing.

Dearing also noted that common shares outstanding were reduced by
11% during the year as a result of the repurchase of common stock
from the company's largest shareholder.  In addition, stock
options outstanding or grantable were reduced by 17% through a
voluntary stock option exchange program completed in May 2004.

"We strengthened our product portfolio in fiscal 2004 and early
fiscal 2005 with enhancements to our Website Smart template-based
website creation service and our EMPARTweb-ASP electronic parts
catalog software.  We also introduced our new ARI MailSmart
personalized postcard service, and re-launched our acquisition
program with the acquisition of VertX Commerce Corporation last
October," said Dearing.

"We expect to continue our momentum in fiscal 2005.  We anticipate
continuing increases in revenues, operating income and net income
for the year," Dearing said.

"We are at an inflection point this year, because we are
consciously re-investing in our business after an extended period
of cost-cutting," Dearing continued.  "There will be a partially
offsetting reduction in expenses due to the completion of the
amortization of the Network Dynamics acquisition.  Therefore,
while net income will increase, EBITDA should increase only
modestly or remain flat as we re-deploy cash back into the
business to fund our future growth.  With a growing customer base,
new products in the pipeline, our ongoing focus on controlling
expenses and a stronger financial position, we believe we are well
positioned for future growth."

                            About ARI

ARI Network Services, Inc., is a leading provider of e-Catalog
business solutions for sales, service and life-cycle product
support for dealers, distributors and manufacturers in the
equipment industry.  ARI currently provides approximately 78 parts
catalogs (many of which contain multiple lines of equipment) for
approximately 60 equipment manufacturers in the U.S. and Europe.
More than 88,000 catalog subscriptions are provided through ARI to
over 27,000 dealers and distributors in more than 100 countries in
a dozen segments of the worldwide equipment market including
outdoor power, power sports, recreation vehicle, floor
maintenance, auto and truck parts aftermarket, marine and
construction. The Company builds and supports a full suite of
multi-media electronic catalog publishing and viewing software for
the Web or CD and provides expert catalog publishing and
consulting services. ARI also provides dealer marketing services,
including technology-enabled direct mail and a template-based
dealer website service that makes it quick and easy for an
equipment dealer to have a professional and attractive website. In
addition, ARI e-Catalog systems support a variety of electronic
pathways for parts orders, warranty claims and other transactions
between manufacturers and their networks of sales and service
points. ARI currently operates three offices in the United States
and one in Europe and has sales and service agents in Australia,
England and France providing marketing and support of its products
and services.

At July 31, 2004, ARI Network Services' balance sheet showed a
$6,551,000 stockholders' deficit, compared to a $6,830,000 deficit
at July 31, 2004.


ATX COMMUNICATIONS: Court Approves $5 Mil. DIP Financing Pact
-------------------------------------------------------------
ATX Communications, Inc., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
Southern District of New York to enter into a postpetition credit
agreement with Leucadia National Corporation.

The Debtors convinced the Honorable Prudence Carter Beatty
understands they need postpetition financing to continue operating
their businesses, and pay wage, utility and rent obligations.

           Prepetition Secured Credit Agreement

The Debtors entered into a prepetition Credit Agreement with a
group of lenders in September 2000.  JPMorgan Chase Bank serves as
the collateral agent.  The debt is secured by a first priority
lien on substantially all of the Debtors' personal property,
including cash and equity interests in other Debtors.

Leucadia National acquired the Lenders' under the prepetition
secured credit agreement in December 2003.

As of the petition date, the Debtors owed $156 million plus
accrued interest under the Prepetition Facility.

              Postpetition Credit Agreement

Leucadia National will provide ATX Communications and its
affiliates with $5 million of DIP financing to enable the Debtors
to continue their businesses operations and maximize the value of
their business and property.

The Debtors believe that Leucadia's financing arrangement is the
most favorable financing available under the circumstances.  

All borrowings under the Leucadia-backed DIP Facility will be
secured by superpriority liens pursuant to 11 U.S.C. Sec. 364.

Headquartered in Cynwyd, Pennsylvania, ATX Communications --
http://www.atx.com/-- is a local exchange and interexchange  
carrier providing integrated voice and date services, and operates
a nationwide asynchronous transfer mode network.  The Company and
its affiliates filed for chapter 11 protection on January 15, 2004
(Bankr. S.D.N.Y. Case Nos. 04-10214 through 04-10245).  Paul V.
Shalhoub, Esq., and Marc Abrams, Esq., at Willkie, Farr, &
Gallagher LLP, represent the Debtors in their restructuring
efforts.  When ATX filed for protection from their creditors, it
listed $160,231,000 in total assets and $329,906,000 in total
debts.


AUTONATION INC: Moody's Rates $200 Mil. Sr. Secured Facility Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to AutoNation,
Inc.'s new $200 million senior secured credit facility due 2005
and affirmed the company's existing ratings based on the company's
continued strong operating metrics, strong and steady cash flow
from continuing operations and settlement of tax liabilities.  The
ratings outlook remains positive.

This rating is assigned:

   * $200 million senior secured credit facility due 2005, Ba2.

These ratings are affirmed:

   * $300 million senior secured credit facility due 2006, Ba2;
   * $450 million senior unsecured notes due 2008, Ba2;
   * Senior implied rating, Ba1;
   * Senior unsecured issuer rating, Ba3;
   * Speculative grade liquidity rating, SGL-2.

This rating is withdrawn:

   * $200 million senior secured credit facility due 2004, Ba2.

There are no outstanding borrowings under the new $200 million
senior secured credit facility or the $300 million senior secured
credit facility.  

Moody's does not rate the company's $3.9 billion floorplan
facility ($3.2 billion outstanding as of June 30, 2004) or the
company's $400 million mortgage facility ($324 million outstanding
as of June 30, 2004).

The ratings reflect:

    (i) the competitive, fragmented and low margin nature of the
        auto retailing business, and

   (ii) the dependence of new car sales on general economic
        conditions and the level of auto manufacturer incentives.

Ratings are also constrained by AutoNation's past financial
policies including large share repurchases and significant
contingent liabilities.

AutoNation's business mix is weighted more heavily to domestic,
mass market brands than some of its competitors and the company
has tended to exhibit flat to slightly down same store new vehicle
sales growth in many recent quarters.  Profit margins could also
be negatively impacted if interest rates rise, causing floorplan
financing costs to increase.

The ratings are supported by expectations that AutoNation will
sustain the level of operational improvements seen over the last
few years and continue to maintain industry leading margins.

Ratings also reflect the expectation that AutoNation will have a
measured and moderate program of acquisitions and share
repurchases that will be primarily financed by the company's
strong, steady cash flow generation capabilities.  Cash flow
generation is assisted by the company's highly profitable parts &
service and finance & insurance businesses as well as by the
company's highly variable cost structure.

The positive outlook reflects the successful settling of tax
liabilities relating to tax audits with a defined schedule of
future payments.  The company has continued to improve its
operating metrics and is a significant free cash flow generator.
Moody's believes that these gains will be sustained, even with a
moderate increase in acquisition activity.

As of June 30, 2004, AutoNation's adjusted debt/EBITDAR was:

   * 1.8x (with floorplan debt treated as payables), and
   * 5.2x (with floorplan debt).

Total coverage was:

   * 7.5x (with floorplan debt treated as payables), and
   * 4.6x (with floorplan debt).

For fiscal 2005, RCF/total debt is projected at:

   * 33% (with floorplan debt treated as payables), and
   * 13% (with floorplan debt), excluding extraordinary items.

AutoNation's ratings could be upgraded if AutoNation continues to
manage the company in a prudent and conservative manner and
maintains ratios in the current ranges over the next few quarters.

With floorplan debt treated as payables, an upgrade would be
possible if the company maintains credit ratios such that adjusted
debt/ EBITDAR is less than 2x, total coverage is greater than 7x
and RCF/adjusted debt (excluding extraordinary tax payments) is
25% or greater.

With floorplan treated as debt, an upgrade would be possible if
the company maintains credit ratios such that adjusted
debt/EBITDAR is less than 4.5x, total coverage is greater than 4x
and RCF/adjusted debt (excluding extraordinary tax payments) is
10% or greater.

A downgrade appears unlikely for AutoNation given it strong
operating performance and credit metrics.  Significant changes in
financial policy and performance with non-vehicle debt rising
above contemplated levels would be required for ratings to fall.

Moody's rates AutoNation with a good speculative grade liquidity
rating of SGL-2.  Moody's believes that AutoNation's internally
generated cash flow will be able to fund most of its capital
expenditures, acquisitions and share repurchases.  The company has
significant sources of financing available under its bank
facilities and floorplan financing, as well as additional capacity
for mortgage financing.  The company should comply comfortably
with its covenants.

The new as well as the existing bank facilities are guaranteed by
AutoNation's direct and indirect subsidiaries.  The facilities are
secured by stock of direct subsidiaries, which are holding
companies for the automobile retail subsidiaries of the borrower.
This security is not sufficient in Moody's view to differentiate
the rating of the bank facilities from AutoNation's unsecured
guaranteed notes.  Unsecured obligations are notched down from the
senior implied rating because of the floorplan financing, which is
secured by inventory, as well as the existence of mortgage debt,
which is secured by retail properties.

Headquartered in Ft. Lauderdale, Florida, AutoNation is the
largest auto retailer in the U.S. For the latest twelve months
ended June 30, 2004, AutoNation had sales of $19.7 billion.


BAC SYNTHETIC: Fitch's Class D Rating Tumbles to DD from C
----------------------------------------------------------
Fitch Ratings downgraded one class of notes issued by BAC
Synthetic CLO 2000-1 Limited, a synthetic balance sheet
collateralized loan obligation established by Bank of America
Securities CLO Corporation II to provide credit protection on a
$10 billion portfolio of investment grade, corporate debt
obligations.

This rating action has been taken:

   -- $100,000,000 class D notes downgraded to 'DD' from 'C'.

Bank of America has elected to terminate the swap.  Under the
terms of the transaction, Bank of America has the option to
terminate the transaction beginning Oct. 14, 2003 and on each
April and Oct. 14 thereafter.  The class D notes will only receive
$87,400,000.  Classes A, B, and C have received their full
principal, and class E was completely written down in
October 14, 2003.


BAM! ENTERTAINMENT: Nasdaq Halts Stock Trading in SmallCap Market
-----------------------------------------------------------------
BAM! Entertainment, Inc.'s (Nasdaq: BFUN) common stock will cease
trading on The Nasdaq SmallCap Market effective with the open of
business on Friday, Oct. 15, 2004.

The Company received a written notice of Compliance Determination
on Oct. 13, 2004, from the Nasdaq Listing Qualifications
Department stating that the Company's common stock is being
delisted.  As previously disclosed, the Nasdaq Listing
Qualifications Panel determined by decision dated May 26, 2004, to
continue the listing of the Company on The Nasdaq SmallCap Market
pursuant to an exception.  Specifically, on or before Sept. 30,
2004, the Registrant was required to publicly file its annual
report on Form 10-K for the fiscal year ended June 30, 2004,
evidencing shareholders' equity of at least $2,500,000.  The
Registrant failed to timely file the Form 10-K evidencing
compliance with the terms of the exception.

The Company anticipates that its common stock will continue to be
quoted on the Pink Sheets Electronic Quotation Service following
its delisting from Nasdaq.  The Company's common stock may also
become eligible for quotation on the OTC Bulletin Board if a
market maker applies to register the stock in accordance with the
applicable SEC rules, and if the application is cleared, neither
of which is assured.  The Company will release further timing and
trading symbol information with regard to this when it becomes
available.

                            About BAM!

Founded in 1999 and based in San Jose, California, BAM!
Entertainment, Inc. is a developer, publisher and marketer of
interactive entertainment software worldwide. The Company
develops, obtains, or licenses properties from a wide variety of
sources, including global entertainment and media companies, and
publishes software for video game systems, wireless devices, and
personal computers. More information about BAM! and its products
can be found at the company's web site located at
http://www.bam4fun.com/

At March 31, 2004, BAM! Entertainment's balance sheet shows a
stockholders' deficit of $3,104,000, compared to a deficit of
$3,260,000 at June 30, 2003.


BRIAZZ, INC.: Wants Plan-Proposal Period Stretched to December 4
----------------------------------------------------------------
Briazz, Inc., reminds the Honorable Philip H. Brandt that its
post-petition financing arrangement includes a covenant requiring
the Company to file a chapter 11 plan that the DIP Lender doesn't
find objectionable.  Any objectionable plan triggers an immediate  
default under the DIP Facility.  Cynthia A. Kuno, Esq., at Crocker
Kuno Ostrovsky LLC, tells Judge Brandt that Briazz's Restructuring
Officer, William L. Zang, has been in active negotiations with
representatives of the lender and other secured parties in an
attempt to develop capital to successfully reorganize the Debtor.  
In the meantime, the Debtor continues to make operational
adjustments in order to make the business financially viable.

While the Debtor is moving toward formulating a confirmable Plan,
it is impossible to file a confirmable plan today.  The Debtor has
a number of secured creditors that are pari passu with each other
with a blanket security interest against the Debtor's asset.  The
majority of these creditors have been working cooperatively with
each other and the Debtor; however there is one dissenting secured
creditor.

To continue negotiations without the distraction that another
party-in-interest will attempt to file a chapter 11 plan, Briazz
asks the Court for an extension of its exclusive periods pursuant
to 11 U.S.C. Sec. 1121.  Specifically, the Debtor asks that its
exclusive plan-filing period be extended through December 4, 2004.  
Briazz asks that its exclusive period to solicit acceptances of
that plan be extended through February 2, 2005.  

Judge Brandt will hold a hearing on October 28, 2004, to consider
the Debtor's request.  Objections, if any, must be filed and
served by October 22, 2004.

Headquartered in Seattle, Washington, Briazz Inc. --
http://www.briazz.com/-- serves fresh, high-quality lunch and
breakfast foods and between-meal snacks from company owned cafes
in urban markets. The Company filed for chapter 11 protection
(Bankr. W.D. Wash. Case No. 04-17701) on June 7, 2004.  Cynthia A.
Kuno, Esq., and J. Todd Tracy, Esq., at Crocker Kuno Ostrovsky
LLC, represents the Company in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$5,400,000 in assets and $12,200,000 in liabilities.


BUSH INDUSTRIES: Hires Standard & Poor as Valuation Consultant
--------------------------------------------------------------            
The U.S. Bankruptcy Court for the Western District of New York
gave Bush Industries, Inc., permission to employ Standard & Poor's
Corporate Value Consulting as its valuation consultant and expert.

The Debtor tells the Court that it specifically hired Standard &
Poor as its valuation consultant for the specific purpose of
analyzing the fair market value of the Company's three primary
operating business units:

     * Bush North America,
     * Bush Europe, and
     * Bush Technology.

The Debtors explains that Standard & Poor's analysis of these
three business units is based upon the premise that each of them
will continue to operate under the Debtor's reorganization
process.  Standard & Poor will use an income approach and a market
approach in determining the fair market value of the three
business units.

Gary T. Frantzen, Managing Director at Standard & Poor, is the
lead professional in charge of the valuation consulting services
to be provided by the Firm to the Debtor.

Mr. Frantzen discloses that the Debtor paid a $10,000 retainer,
and Standard & Poor will bill the Debtor $40,000 for its services.
Mr. Frantzen adds that any other professional fees and expenses
will be billed in the final invoice the Firm will submit to the
Debtor upon the project's completion.

Headquartered in Jamestown, New York, Bush Industries, Inc., --  
http://www.bushindustries.com/-- is engaged in the manufacture   
and sale of ready-to-assemble furniture under the Bush, Eric  
Morgan and Rohr trade names and production of after market  
accessories for cell phones. The Company filed for chapter 11  
protection on March 31, 2004 (Bankr. W.D.N.Y. Case No. 04-12295).  
Garry M. Graber, Esq., at Hodgson Russ LLP, represents the Debtor  
in its restructuring efforts. When the Company filed for  
protection from its creditors, it listed $53,265,106 in total  
assets and $169,589,800 in total debts.


CATHOLIC CHURCH: Tucson Wants to Maintain Existing Bank Accounts
----------------------------------------------------------------
The United States Trustee has established certain operating
guidelines for debtors-in-possession.  The guidelines enable the
U.S. Trustee to better supervise the administration of Chapter 11
cases.  One of the guidelines requires Chapter 11 debtors to close
all existing bank accounts and open new debtor-in-possession bank
accounts.

However, Susan G. Boswell, Esq., at Quarles & Brady Streich Lang
LLP, in Tucson, Arizona, points out that courts have long
recognized that the strict enforcement of bank account closing
requirements does not serve the rehabilitative purposes of
Chapter 11.  Courts regularly have waived the requirements and
permitted debtors to maintain their existing bank accounts and
cash management systems, treating this request as a relatively
"simple matter."

                        Existing Accounts

As of the Petition Date, the Roman Catholic Church of the Diocese
of Tucson maintained one operating account and one payroll account
at Bank One, N.A., and one account at Wells Fargo Bank.

The Operating Account is the account through which all deposits
and payment activity occurs.  The Payroll Account is utilized for
payroll for the employees of the Diocese.  By limiting the number
of its bank accounts to the minimum necessary to carry out its
functions, the Diocese reduce the complexity of its cash
management system and the accompanying risk of error and loss.

Ms. Boswell contends that the U.S. Trustee's Guidelines do not
have the force of law, and the Court may excuse compliance with
certain of them.  Ms. Boswell explains that all parties-in-
interest, including employees, trade vendors, and employees and
parishioners of the nine counties within the Diocese, will be best
served by preserving operational continuity and avoiding the
disruption and delay to payroll and to the Diocese's financial
activities that would necessarily result from closing the
Diocese's Existing Accounts and opening of new accounts.

Accordingly, the Diocese asks Judge Marlar for permission to
maintain and continue using its Existing Accounts in the names and
with the account numbers existing immediately before the
Petition Date.

The Diocese also seeks authority to deposit funds in and withdraw
funds from, any accounts by all usual means, including, but not
limited to, checks, wire transfers, automated clearinghouse
transfers, electronic funds transfers and other debits, and to
treat the Existing Accounts for all purposes as debtor-in-
possession accounts.

Further, the Diocese wants the banks at which it maintains
Existing Accounts, subject to and in accordance with the terms of
any account agreements and applicable non-bankruptcy law,
authorized and directed to accept and honor all representations or
instructions from the Diocese as to which checks, drafts, wire
transfers, or other transfers should be honored or dishonored.  
The Diocese also asks Judge Marlar to give its banks absolute
authority to follow the representations and instructions,
regardless of the particular transferee named on an item, the date
of the item, and the banks' knowledge or belief as to the
existence of Bankruptcy Court authorization for the transfer,
provided that the banks are not required to honor any item as to
which there are insufficient funds in the applicable account.

                      Separate Tax Account

The Diocese believes that its tax obligations can be paid most
efficiently out of its Existing Accounts.  The Diocese's monthly
operating reports will also permit the U.S. Trustee to monitor tax
payments.  Ms. Boswell also tells Judge Marlar that the creation
of new debtor-in-possession accounts designated solely for tax
obligations is unnecessary and inefficient.  Therefore, the
Diocese ask the Court to waive the U.S. Trustee's Guideline
requiring it to establish specific bank accounts for tax payments.

The Diocese reserves the right to close certain of the Existing
Accounts and open new debtor-in-possession accounts as may be
necessary to facilitate the Diocese's Reorganization Case and
operations, on notice to the U.S. Trustee.

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. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CBD MEDIA: Planned Debt Increase Cues S&P' to Watch B+ Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Cincinnati, Ohio-based telephone directories publisher CBD Media
LLC, including its 'B+' corporate credit rating, on CreditWatch
with negative implications.  Total debt outstanding at June 30,
2004, was $297 million.

The CreditWatch listing follows CBD Media's announcement that it
plans on increasing its term loan by approximately $25 million,
and that its parent, CBD Holdings LLC, is considering a private
placement of senior notes of up to $100 million.  The proceeds
from these offerings are expected to be used to pay a dividend to
CBD Holdings' equity sponsors.  As a result of the proposed
transactions, the company's debt leverage will rise to a level
that is above Standard & Poor's previous expectations.  

"In resolving our CreditWatch listings, we will review the
company's pro forma capital structure, and management's and the
equity sponsor's near-and longer-term growth objectives," said
Standard & Poor's credit analyst Emile Courtney. If a downgrade
for CBD were the outcome of Standard & Poor's analysis, it would
be limited to one notch.


CENTERPOINT ENERGY: Extends AT&T Relationship with $7.8 Mil. Pact
-----------------------------------------------------------------
AT&T has won a $7.8 million integrated networking contract from
CenterPoint Energy, one of the largest combined electricity and
natural gas delivery companies in the nation. The three-year
agreement renews a longstanding relationship between the two
companies.

CenterPoint Energy's diverse business units provide electric
transmission and distribution, natural gas distribution and sales,
interstate pipelines and gathering operations and more than 14,000
megawatts of power generation in Texas.  CenterPoint Energy will
rely on AT&T Toll-Free Service to help the company elevate service
for its 5 million customers. As part of a trend-setting policy in
Arkansas designed to make customer service a priority, CenterPoint
Energy has pledged to answer at least 80 percent of incoming calls
within 30 seconds.  CenterPoint Energy's "80/30 rule" applies
across all its business lines.

"Our customers demand a high level of reliability and service from
us and those demands are amplified when they reach out to us on
the phone," said Mike Cline, CenterPoint director of information
technology. "The communications network AT&T provides plays an
important role in helping us to conduct business with integrity,
accountability, initiative and respect."

In addition to toll-free services, the contract covers calling
card, frame relay, private line and Internet access services.
CenterPoint Energy enjoys a single point of contact for all voice
and data services, streamlined billing and discounts across the
full array of services through AT&T OneNetr Service. Additionally,
through the secure AT&T BusinessDirectr portal, CenterPoint Energy
gains around-the-clock online access to tools that provide real-
time reports on network performance and direct access to AT&T's
ordering, billing and payment, status, inventory and trouble
management systems.

                            About AT&T

For more than 125 years, AT&T (NYSE "T") -- http://www.att.com/--  
has been known for unparalleled quality and reliability in
communications. Backed by the research and development
capabilities of AT&T Labs, the company is a global leader in
local, long distance, Internet and transaction-based voice and
data services.

                   About CenterPoint Energy
                   
CenterPoint Energy, Inc., (NYSE: CNP - News), headquartered in
Houston, Texas, is a domestic energy delivery company that
includes electric transmission & distribution, natural gas
distribution and sales, interstate pipeline and gathering
operations, and more than 14,000 megawatts of power generation in
Texas, of which approximately 2,500 megawatts are currently in
mothball status. The company serves nearly five million metered
customers primarily in Arkansas, Louisiana, Minnesota,
Mississippi, Oklahoma, and Texas. Assets total over $21 billion.
With more than 11,000 employees, CenterPoint Energy and its
predecessor companies have been in business for more than 130
years. For more information, visit the Web site at
http://www.CenterPointEnergy.com/

                          *     *     *

Fitch Ratings anticipates no immediate changes in CenterPoint
Energy, Inc.'s credit ratings or Rating Outlook following the
disclosure that CenterPoint Energy could incur an after-tax charge
of approximately $1.0 billion based on CenterPoint Energy's
management assessment of pending true-up deliberations by the
Public Utility Commission of Texas -- PUCT. Fitch currently rates
CenterPoint Energy's senior unsecured debt 'BBB-' and its trust-
preferred securities 'BB+'. The Rating Outlook for CenterPoint
Energy is Negative.

The conclusion of the true-up proceeding and subsequent
securitization of stranded costs is the second of two anticipated
deleveraging events factored into Fitch's ratings for CenterPoint
Energy and its two wholly owned subsidiaries:

   * CenterPoint Energy Houston Electric, LLC (CEHE; 'BBB' general
     mortgage bonds, Negative Outlook); and

   * CenterPoint Energy Resources Corp. (CERC; 'BBB' senior
     unsecured, Negative Outlook).

The first was the definitive agreement reached by CenterPoint
Energy on July 21, 2004 to sell its 81% interest in Texas Genco
Holdings for after-tax cash proceeds of $2.5 billion in a two-step
transaction expected to be completed by early 2005.

CenterPoint Energy's announcement of the potential after-tax
charge reflects the wide gap between CenterPoint Energy's claimed
true-up amount of $3.7 billion (excluding interest) and
CenterPoint Energy's understanding of the current Public Utility
Commission position, which could reduce the final true-up balance
to as low as $1.7 billion or approximately $2.0 billion with
accrued interest. Fitch estimates that a settlement based on
current Public Utility Commission deliberations, combined with the
anticipated TGN sale proceeds would delever CenterPoint Energy's
consolidated balance sheet by at least $4.5 billion, a level
consistent with the current ratings of CenterPoint Energy,
CenterPoint Energy Houston, and CenterPoint Energy Resources.
However, the scale of differentials between the respective
positions of CenterPoint Energy and the PUCT increase the
likelihood that protracted litigation could significantly delay
the timing and ultimate receipt of securitization proceeds
available to CenterPoint Energy.

Fitch continues to monitor CenterPoint Energy's true-up proceeding
and will consider revising the Rating Outlook to Stable once the
outcome of the PUCT review becomes more clearly defined.
Importantly, cash proceeds from the TGN sale will provide a
liquidity backstop against CenterPoint Energy's 2005-2006 debt
maturity profile in the event that the stranded cost recovery
process were to experience a prolonged delay.


CHECKERED FLAG: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Checkered Flag Repair LLC
        P.O. Box 456
        Thornburg, Virginia 22565

Bankruptcy Case No.: 04-39485

Type of Business: The Debtor is a supplier and dealer of
                  contractor's equipment.

Chapter 11 Petition Date: October 12, 2004

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: M. Maxine Cholmondeley, Esq.
                  Cholmondeley & Associates, P.C.
                  6767 Forest Hill Avenue, Suite 103
                  Richmond, VA 23225
                  Tel: 804-320-4427

Total Assets: $1,080,000

Total Debts:  $988,885

Debtor's Largest Unsecured Creditor:

Entity                        Nature Of Claim        Claim Amount
------                        ---------------        ------------
Treasurer for                 Real estate taxes for        $4,885
Spotsylvania County           2003, 2004


CITIZENS ENTERPRIZES: List of 16 Largest Unsecured Creditors
------------------------------------------------------------
Citizens Enterprizes, Inc., released a list of its 16 Largest
Unsecured Creditors:

Entity                        Nature of Claim        Claim Amount
------                        ---------------        ------------
Citizens National Bank        Purchase Money             $939,079
6002 South West Blvd.
Fort Worth, TX 76109


Zion's Bank                   Purchase Money           $1,090,733
P.O. Box 26304                Value of Collateral:
Salt Lake City, UT 84126      $715,183

Mohammad & Sharon Siddique    loans to corporation       $348,768
7200 Waldon Court
Colleyville, TX 76034

Bank of America               line of credit and          $56,773
                              overdrawn account
Greensboro, NC 27420

Citizens National Bank        Purchase Money              $56,564


CitiCapital                   Purchase of car wash        $60,000
                              equipment
                              Value of Collateral:
                              $5,000

Jody and Shemila              loan to corporation         $26,000

CD Harnett                    Purchase of grocery          $5,380
                              supplies

Comptroller of Public Affairs Sales Taxes                  $3,762

Aqua-Pro Carwash              Carwash repairs              $2,417

Gulf Coast Marketing          Purchase of                  $1,931
                              merchandise

Zep Manufacturing             Purchase of                  $1,396
                              janitorial supplies

Royal Cup                     Purchase of grocery            $712
                              Supplies

Coca Cola Enterprises         Purchase of groceries          $128

Small Business Administration Guaranty of Citizens             $0
                              National

Headquartered in Hillsboro, Texas, Citizens Enterprizes, Inc.
filed for chapter 11 protection (Bankr. W.D.N.Y. Case No.
04-62213) on October 1, 2004. Erin B. Shank, Esq., at Erin B.
Shank, P.C., represents the Company in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of more than $500,000 and debts of more than $1
Million.


COMMERCE ONE: Two Creditors Offer $4.1 Million to Buy Assets
------------------------------------------------------------
Commerce One Inc. tells the U.S. Bankruptcy Court for the Northern
District of California, San Francisco Division, that it's received
a $4.1 million offer from Commerce Asset Corp. to purchase
substantially all of its assets.  Subject to higher and better
offers that might emerge in a competitive bidding process,
Commerce One asks the Court for authority to do the deal and to
approve a sale transaction under Sec. 363 of the Bankruptcy Code.  

This isn't a cash deal.  Commerce Asset Corp. -- a joint venture
between ComVest Investment Partners II and DCC Ventures LLC, two
of Commerce One's largest creditors -- proposes to forgive $4.1
million of debt in exchange for Commerce One's assets.  Commerce
One owes about $5.1 million to its secured creditors.  

The Debtors propose that any competing bids must be delivered by
Nov. 4, 2004, and top Commerce One's offer by $50,000.  In the
event Commerce Asset is outbid, the Debtors propose to pay
Commerce One a $400,000 Breakup Fee.  Commerce One thinks these
bidding procedures and protections are entirely reasonable.  

Headquartered in San Francisco, California, Commerce One, Inc.
-- http://www.commerceone.com/-- provides software services that  
enable businesses to conduct commerce over the Internet. Commerce
One, Inc., and its wholly owned subsidiary, Commerce One
Operations, Inc., filed for chapter 11 protection on Oct. 6, 2004
(Bankr. N.D. Calif. Case Nos. 04-32820 and 04-32821). Doris A.
Kaelin, Esq., and Lovee Sarenas, Esq., at the Law Offices of
Murray and Murray, represent the Debtors. When the Debtors filed
for bankruptcy, they listed $14,531,000 in total assets and
$12,442,000 in total debts.


COOPER COMPANIES: Moody's Places Ba3 Ratings on Planned Facilities
------------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to the proposed
credit facilities of The Cooper Companies, Inc.  Moody's also
assigned a Ba3 senior implied rating, a B1 senior unsecured issuer
rating, and an SGL-2 speculative grade liquidity rating to the
company.  The outlook for the ratings is stable.  This is the
first time Moody's has rated Cooper.

New Ratings:

   * $275 Million 5 Year Senior Secured Revolving Credit Facility,
     rated Ba3

   * $325 Million 5 Year Senior Secured Term Loan A, rated Ba3

   * $150 Million 7 Year Senior Secured Term Loan B, rated Ba3

   * Senior Implied Rating, rated Ba3

   * Senior Unsecured Issuer Rating, rated B1

   * Speculative Grade Liquidity Rating, rated SGL-2

The outlook for the ratings is stable.

The ratings reflect:

     (i) the company's high leverage, integration risks associated
         with the Ocular Sciences, Inc. acquisition, and

    (ii) the company's aggressive growth strategy and continued
         interest in acquisitions.

The ratings further reflect:

     (i) the highly competitive environment,

    (ii) the company's limited size relative to its competitors,
         and

   (iii) its primary focus on a single line of business.

Credit strengths considered by Moody's include:

     (i) Cooper's strong historical performance and Ocular's
         favorable performance trends,

    (ii) the strong growth anticipated for the soft contact lens
         industry,

   (iii) the company's solid competitive position, and

    (iv) the company's history of success in acquiring and
         integrating companies.

Additional factors recognized include the company's favorable
product mix, which is more weighted toward specialty lenses than
its competitors' mixes, and a degree of stability in revenue
driven by the limited amount of switching of products by eye care
professionals.

The SGL-2 liquidity rating incorporates Moody's expectation for
Cooper to generate more than sufficient cash flow from operations
to fund capital expenditures, debt service and common dividends
over the next twelve months ending October 31, 2005.  

Moody's believe the company will, in aggregate, generate free cash
flow over the period, even after taking into consideration the
high capital expenditures required by the company for growth.
However, due to a seasonally weak first fiscal quarter, Cooper may
not be able to generate sufficient cash flow to cover its cash
requirements for the quarter ending January 31, 2005.  The company
may need to draw down slightly on its revolver.  Moody's notes
that the company's inability to fully self-fund all requirements
during every period over the rating horizon limits the strength of
the SGL rating.

The SGL rating also takes into consideration the committed source
of external funding for the company.  Following the close of the
transaction, the company will have $85 million of availability
under its $275 million revolver.  Moody's believes the amount of
availability to be good additional liquidity, but not sufficient
to provide strong liquidity for the company.  Moody's expects the
company to be comfortably in compliance with financial covenants,
and will maintain access to its revolving credit facility.  The
financial covenants include:

      * maximum total leverage,
      * maximum senior leverage,
      * minimum fixed charge coverage, and
      * maximum debt to total capitalization ratios.

The stable outlook is based on Moody's expectation for continued
positive trends at the combined entity, but also reflects our
concern that the company may not delever rapidly enough over the
next two years to warrant a change in the ratings.  Moody's
anticipates continued top line growth for the company in the 10%
range, driven by high single digit industry growth and minor
acquisitions.

Moody's expect EBITDA margins to be stable in the 28% range.  The
company should be able to offset margin pressure resulting from a
geographic mix shift and a shift in mix to daily disposables
lenses through improved manufacturing efficiencies, growth in the
sales of higher margin specialty lenses, and acquisition
synergies.  However, Moody's is uncertain whether Cooper will be
able to achieve the amount of synergies the company is
anticipating, or how successful the company will be in improving
operating efficiencies in sales, marketing, general and
administrative functions.  Moody's forecasted margins incorporate
only minor benefits from the potential synergies and increase in
operating efficiencies.

Regardless, EBITDA and cash flow and free cash flow should
continue to trend up for the company.  Moody's expects the company
to utilize at least a portion of free cash flow over the near term
to reduce leverage.  The company is currently at the higher end of
its target leverage, with the ratio of debt to capital at the
close of the transaction expected to be approximately 42%.
However, Moody's also expects the company to continue to be active
in acquisitions, particularly in the women's health business.  
Acquisitions may limit the company's ability to delever over the
near term.

If the company is successful in achieving margins in excess of our
estimate over the next year to two years, cash flow improves
accordingly, and leverage metrics improve, Moody's may consider
changing the outlook or ratings.  Prior to upgrading the company's
ratings, Moody's would require the company to show sustainable
free cash flow generation in the range of 15%-20% of total debt.

The stable outlook anticipates the successful integration of
Ocular. Cooper has demonstrated historically its ability to
integrate acquired companies.  However, Ocular is by far the
largest acquisition ever attempted by the company.  If the company
encounters significant problems, particularly ones that may affect
sales, Moody's may consider taking a negative rating action.

The ratings and outlook assume individual acquisitions will not
exceed $200-$250 million until the company has made significant
progress in integrating Ocular.  If the company does engage in
transactions of that size, regardless of how the company intends
to finance the deal, Moody's may downgrade the company's ratings
due to a further increase in integration risks.  In addition, the
ratings may be downgraded if Moody's anticipates free cash flow
coverage of debt will fall below 10% for a sustained period
(approximately 18 months or more) as a result of acquisition
activity.

On July 28, 2004, Cooper announced that it has signed a definitive
agreement for Cooper to acquire Ocular Sciences, Inc.  Cooper will
acquire Ocular for $44 per share of common stock, for a total
purchase price of approximately $1.2 billion.  The transaction
will be funded with a combination of Cooper stock and
approximately $600 million in cash.  The transaction is expected
to close in November.

The company will finance the cash portion of the transaction, as
well as refinance some existing debt, through proceeds from the
new credit facilities.  The credit facilities will consist of a
$275 million revolver and $475 million of term loans. We expect
the company to draw down $190 million on the revolver at the close
of the transaction.

The credit facilities represent most of the company's debt capital
structure.  As a result, Moody's rated the bank debt at the same
level as the senior implied rating.

Following the transaction, Cooper's level of debt will increase
from $170 million at July 31, 2004 to $778 million.  Pro forma
free cash flow coverage of debt would decline to 7% from 24% for
the twelve month period ended July 31, 2004.  Pro forma adjusted
debt to EBITDAR is estimated at 4.0 times, although pro forma
interest coverage would be 6.3 times for the same twelve-month
period.

The company's free cash flow initially will be modest relative to
debt.  However, the company's liquidity will be good and will not
be a concern.  Over the next year to two years, Moody's expects
free cash flow coverage to improve to at least the low teens
range.  Moody's also expect adjusted debt to EBITDAR to approach
and drop below 3.0 times.

As a result of the combination, Cooper's market position will
improve to third place, ahead of Bausch & Lomb, from fourth place.
Cooper will gain strength in the international markets, and will
be able to penetrate more significantly the world's second largest
contact lens market in Japan.  The company will broaden it product
portfolio and gain strength in the non-specialty lens segment as
well.  While the non-specialty lens business has lower growth,
lower margins, and is more sensitive to pricing, it still
represents over 70% of the industry.  Moreover, Cooper will
enhance its distribution network, with increased presence in the
retail optical chain and mass merchandising optical shop markets.

The acquisition will increase the company's size and scale, and
broaden its product line.  However, it will also increase the
company's focus on the soft contact lens business. Cooper will
generate close to 88% of sales from this segment, as compare to
80% prior to the transaction. The fundamentals for the industry
are currently strong.  Nonetheless, this reliance on primarily a
single line of business is a limiting factor for the rating.

Moody's notes that while the company may hold the #3 market
position in an industry dominated by four competitors, it is well
positioned to compete.  It is strong in the higher margin, higher
growth specialty lens segment, with 29% of the market (second
largest market share).  It is the leader in toric lenses, with
approximately 35-40% market share and a considerably broader
offering compared to competitors.  Historically, the company has
been gaining market shares from competitors due to a strong
product portfolio.

The Cooper Companies, headquartered in Pleasanton, California,
manufactures and markets soft contact lenses worldwide.  The
company also manufactures diagnostic products, surgical
instruments, and accessories for women's healthcare.  For the
twelve months ended July 31, 2004, the company generated
approximately $470 million of revenues.


COVENTRY HEALTH: Merger Plans Cue Fitch to Put BB Ratings on Watch
------------------------------------------------------------------
Fitch Ratings placed Coventry Health Care Inc.'s 'BB' long-term
and senior unsecured debt rating on Rating Watch Negative.  The
rating action affects approximately $170.5 million of debt.

The rating action follows Coventry's announcement that it intends
to purchase First Health Group Corp., a national health benefits
company serving group health, worker's compensation, and state
public programs.  Coventry intends to finance the expected
purchase price of $1.8 billion with a combination of approximately
$900 million of new debt and existing cash and $900 million of
company stock.

While the merger is expected to provide opportunities for
diversification and network synergies, Fitch's concerns include
the sizable amount of debt added to the balance sheet and
additional debt burden associated with such financing and the
integration risks Coventry faces in combining the two companies.
On a pro forma basis, Fitch expects:

   * Coventry's debt-to-total capitalization to increase from
     13.4% to over 34%, and

   * debt-to-EBITDA to increase from 0.3 times (x) to the 1.3x-
     1.4x range.

Fitch expects to resolve the Rating Watch status on or before the
close of the transaction.  Fitch's review will primarily focus on
the integration challenges associated with the transaction.  Fitch
does not rate First Health.

Coventry is a publicly traded managed health care company serving
approximately 2.4 million members primarily in the Mid-Atlantic,
Midwest, and Southeast regions.  Coventry reported total revenue
of $3.9 billion and stockholders equity of $2 billion at
September 30, 2004.

The ratings below were initiated by Fitch as a service to users of
Fitch.  The rating is based primarily on public information.


CSFB MORTGAGE: Moody's Reviewing Ba2 Rating on Class B-2 Tranche
----------------------------------------------------------------
Moody's placed 11 tranches from CSFB Mortgage securitizations
under review for possible upgrade.  The rating review is based on
an evaluation of outstanding Closed End Second deals.

Moody's review will focus on historical performance of the deals
and an examination of the current credit support levels, which are
mainly derived from subordination, excess spread, and insurance
when applicable.  The relative level of credit enhancement has
increased in these deals due to rapid prepayments and the deal's
lock-out provisions.  In addition, while the current economic
environment caused some financial strain on borrowers, recent home
price appreciation in most major housing markets has enabled even
stressed borrowers to avoid foreclosure by selling their
properties prior to any loss being experienced on the mortgage
loans.

These deals are under review for possible upgrade:

        Securitization            Class   Current Rating
        --------------            -----   --------------
        CSFB Mortgage 2001-S13      S-B             Baa2
        CSFB Mortgage 2001-S18      B-1             Baa3
        CSFB Mortgage 2001-S18      B-2              Ba2
        CSFB Mortgage 2001-S23      M-2               A2
        CSFB Mortgage 2001-S31      M-2               A2
        CSFB Mortgage 2002-S6       M-1              Aa2
        CSFB Mortgage 2002-S6       M-2               A2
        CSFB Mortgage 2002-S12      M-1              Aa2
        CSFB Mortgage 2002-S12      M-2               A2
        CSFB Mortgage 2002-S12      B-1A            Baa2
        CSFB Mortgage 2002-S12      B-1B            Baa2


DELTA AIR: Amends & Extends Exchange Offer for $680 Million Debt
----------------------------------------------------------------
October 13, 2004 / PR Newswire

Delta Air Lines (NYSE: DAL) was amending and extending its offer
to exchange up to $680 million aggregate principal amount of three
series of newly issued senior secured notes to the holders of
$2.6 billion aggregate principal amount of outstanding unsecured
debt securities and enhanced pass through certificates.

The table below sets forth the various series of unsecured debt
securities and enhanced pass through trust certificates for which
new notes are being offered.  The Short-Term Existing Securities,
the Intermediate Existing Securities and the Long-Term Existing
Securities are exchangeable for the A-1 New Notes, the A-2 New
Notes and the A-3 New Notes, respectively, subject to proration.
Delta will not issue more than $235,000,000 aggregate principal
amount of A-1 New Notes, $215,000,000 aggregate principal amount
of A-2 New Notes and $230,000,000 aggregate principal amount of
A-3 New Notes in the exchange offer.

      SHORT-TERM EXISTING SECURITIES:

            Outstanding                      For each $1,000
              aggregate      Existing      principal amount of
              principal    Securities      Existing Securities:
CUSIP and        amount         to be                    Series of
ISIN No(s).    (1)  (2)     exchanged   Amount           New Notes
----------- -----------   -----------   ------           ---------
                        Pass Through    $1,000 for        9 1/2%
247367AR6; $238,273,000 Certificates,   tenders prior     Senior
US247367AR60            Series 2000-1C  to the Early     Secured
                                        Tender Date    Notes due
                                        and $500 for        2008  
                                        tenders
                                        thereafter   
                        Pass Through                               
247367AV7;  $91,782,000 Certificates,             
US247367AV72            Series 2001-1C


      INTERMEDIATE EXISTING SECURITIES:

            Outstanding                      For each $1,000
              aggregate      Existing      principal amount of
              principal    Securities      Existing Securities:
CUSIP and        amount         to be                    Series of
ISIN No(s).    (1)  (2)     exchanged   Amount           New Notes
----------- -----------   -----------   ------           ---------
24736QAY9;  $27,500,000
US24736QAY98            9.250% Notes                  10% Senior
                        due 2007                         Secured    
                                                           Notes
                                                        due 2011
247361YT9; $247,772,000                
US247361YT90            10.000% Notes                     
                        due 2008

247361YC6; $499,340,000
US247361YC65;           7.900% Notes     $450
247361YF9;              due 2009
US247361YF96

247361QN1;  $84,665,000 10.125%
US247361QN13            Debentures       $450
                        due 2010

247361WG9;  $68,725,000 10.375% Notes    $450
US247361WG97            due 2011

247367AZ8; $140,824,258 Pass Through
US247367AZ86            Certificates,    $450
                        Series 2002-1C

      LONG-TERM EXISTING SECURITIES:

            Outstanding                      For each $1,000
              aggregate      Existing      principal amount of
              principal    Securities      Existing Securities:
CUSIP and        amount         to be                    Series of
ISIN No(s).    (1)  (2)     exchanged   Amount           New Notes
----------- -----------   -----------   ------           ---------
247361AD0; $102,455,000 9.000%           $400           12% Senior
US247361AD09            Debentures                         Secured
                        due 2016                         Notes due
                                                              2014     
247361WH7; $105,766,000 9.750%           $400                
US247361WH70            Debentures
                        due 2021

247361XX1;  $63,548,000 9.250%           $400
US247361XX12            Debentures
                        due 2022

247361XY9;  $54,329,000 10.375%          $400
US247361XY94            Debentures
                        due 2022

247361YG7; $924,895,000 8.300% Notes     $400
US247361YG79            due 2029

      (1) Excludes any amounts held by Delta.

      (2) In the case of Pass-Through Certificates, Series 2002-
          1C, the outstanding aggregate principal amount thereof
          means the outstanding pool balance of such certificates
          rather than the face amount of such certificates.

"We want to encourage holders to tender early so that we can have
a better sense of the success rate of the Exchange Offer earlier
in the process. Accordingly, holders of Short-Term Existing
Securities who tender at or prior to 11:59 p.m., New York City
time, on Oct. 26, 2004, and whose tender is accepted by us, will
receive $1,000 principal amount of A-1 New Notes for each $1,000
of Short-Term Existing Securities accepted by us, as opposed to
$500 principal amount of A-1 New Notes if they tender after the
Early Tender Date. In addition, we are offering to pay to each
eligible holder of Intermediate Existing Securities or Long-Term
Existing Securities who tenders on or prior to the Early Tender
Date, and whose tender is accepted by us, a number of shares of
our common stock that, using a per share current market valuation
calculation as described below, have an aggregate current market
value of:

        (i) $32.97 for each $1,000 principal amount of
            Intermediate Existing Securities accepted by us; and
   
       (ii) $27.39 for each $1,000 principal amount of Long-Term
            Existing Securities accepted by us.

"We will not be required to issue any shares of our common stock
for any Class of Existing Securities unless the Exchange Offer is
consummated as to that Class. The number of shares to be issued
for each $1,000 principal amount of Intermediate Existing
Securities or Long-Term Existing Securities shall be equal to
$32.97 or $27.39, respectively, divided by the greater of $3.60
and the average of the volume weighted average prices on the New
York Stock Exchange between 9:30 a.m. and 4:00 p.m. for each
trading day from and including Oct. 6, 2004, through and including
Nov. 3, 2004, as reported by Bloomberg Financial LP (using the DAL
Equity AQR function)," the Company said.

The New Notes will be secured by a pool of collateral consisting
of certain unencumbered aircraft, flight simulators and flight
training equipment with an aggregate appraised current market
value of $1.2 billion. If only the A-1 New Notes are issued, they
will be secured by a pool of unencumbered aircraft with an
aggregate appraised current market value of $0.4 billion. The A-1
New Notes will amortize from 2006 through 2008, the A-2 New Notes
will amortize from 2009 through 2011 and the A-3 New Notes will
amortize from 2012 through 2014. The New Notes will accrue
interest from the settlement date at an annual rate of 9.5% in the
case of the A-1 New Notes, 10% in the case of the A-2 New Notes
and 12% in the case of the A-3 New Notes.

Consummation of the exchange offer is subject to a number of
significant conditions, which Delta can waive or amend in its sole
discretion, including, without limitation:

     (1) Delta having determined that there are anticipated
         annual cost savings sufficient for it to achieve
         financial viability by way of an out-of-court
         restructuring, including reduction of pilot costs (before
         employee reward programs) of at least $1 billion annually
         by 2006 and achievement of other benefits of at least
         $1.7 billion annually by 2006 (in addition to the $2.3
         billion of annual benefits (compared to 2002) expected to
         be achieved by the end of 2004 through previously
         implemented profit improvement initiatives) and that it
         is advisable to consummate the exchange offer with
         respect to all three series of New Notes or only with
         respect to the A-1 New Notes, as the case may be, as part
         of a successful out-of-court restructuring,

     (2) Delta receiving valid and unwithdrawn tenders of at least
         75% of the aggregate principal amount of the Short-Term
         Existing Securities, at least 75% of the aggregate
         principal amount of the Intermediate Existing Securities
         and at least 75% of the aggregate principal amount of the
         Long-Term Existing Securities,

     (3) the New York Stock Exchange having approved Delta's
         application for an exception to the stockholder approval
         requirement for the issuance of equity in connection with          
         the restructuring, and

     (4) the absence of certain adverse legal and market
         developments.

The Exchange Offer is also subject to the condition, which may not
be waived by Delta, that it has entered into a new contract with
the Air Line Pilots Association, International that has been
ratified by the ALPA membership that provides, in Delta's
judgment, at least $1 billion of annual cost reduction by 2006
(before employee reward programs).

The exchange offer will terminate at 5:00 p.m. on Nov. 18, 2004
unless extended.

To date, $24,245,000 aggregate principal amount of Short-Term
Securities, $18,115,000 aggregate principal amount of
Intermediate-Term Securities and $49,932,000 aggregate principal
amount of Long-Term Securities have been tendered. Because we have
amended the exchange offer, Existing Securities, tendered on or
before Oct. 13, 2004 will be returned to the tendering holders,
but may be re-tendered. Tenders of securities made on or after
Oct. 14, 2004, may not be withdrawn.

The offering is being made only to "qualified institutional
buyers," as such term is defined in Rule 144A under the Securities
Act of 1933, as amended.

The New Notes and shares of our Common Stock will not be
registered under the Securities Act of 1933, or any state
securities laws. Therefore, the New Notes and shares of Common
Stock may not be offered or sold in the United States absent an
exemption from the registration requirements of the Securities Act
of 1933 and any applicable state securities laws. This
announcement is neither an offer to sell nor a solicitation of an
offer to buy the New Notes or shares of Common Stock.

                        About the Company

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

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Delta Air Lines filed a Form 8-K with the Securities and Exchange
Commission to make changes in its Annual Report on Form 10-K for
the year ended December 31, 2003.

The Annual Report is being revised so it may be incorporated into
another document. Since Delta filed the Annual Report with the
SEC, significant events have occurred which have materially
adversely affected Delta's financial condition and results of
operations. These events, which have been reported in Delta's
subsequent SEC filings, include a further decrease in domestic
passenger mile yield and near historically high levels of aircraft
fuel prices. The Annual Report has been revised to disclose these
events and the possibility of a Chapter 11 filing in the near
term. Additionally, as a result of Delta's recurring losses,
labor and liquidity issues and increased risk of a Chapter 11
filing, Deloitte & Touche LLP, Delta's independent auditors, has
reissued its Independent Auditors' Report to state that these
matters raise substantial doubt about the company's ability to
continue as a going concern.

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


DEVLIEG BULLARD: Committee Wants to Examine KPS Under Rule 2004
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in DeVlieg
Bullard II Inc.'s chapter 11 proceeding, wants to examine KPS
Special Situations Fund L.P., the company's 95% shareholder,
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.  The Committee wants to explore KPS' role, if any, in
the Debtor's tumble into bankruptcy.  The Committee wants KPS to
provide a stack of documents and it wants to depose David Shapiro
and Stephen Presser.

KPS purchased the company out of its prior bankruptcy for around
$31.25 million -- $18.5 in cash and the balance in promissory
notes.  The Committee hints that two notes totaling $16 million
KPS delivered to the Company should be recharacterized as equity
contributions.  

Judge Walrath will entertain the Committee's Application at a
hearing on Nov. 1, 2004.  Objections, if any, must be filed and
served by Oct. 20.

Headquartered in Machesney Park, Illinois, DeVlieg Bullard II,
Inc. -- http://www.devliegbullard.com/-- provides a comprehensive  
portfolio of proprietary machine tools, aftermarket replacement
parts, field service and premium workholding products. The Company
filed for chapter 11 protection on July 21, 2004 (Bankr. D. Del.
Case No. 04-12097). James E. Huggett, Esq., at Flaster Greenberg,
represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it estimated debts
and assets of over $10 million.


DOANE PET: Moody's Assigns Low-B & Junk Ratings on Debts
--------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the prospective
senior secured credit facilities of Doane Pet Care Company and
downgraded Doane's existing ratings.  The prospective credit
facilities will refinance Doane's existing credit facilities.

The downgrade reflects Moody's expectation of continued high debt
levels, as well as refinancing risk related to Doane's senior
subordinated notes, which mature in May 2007.  Although the
prospective credit facilities will strengthen Doane's liquidity
profile, and a more favorable commodity price environment is
expected to benefit FY05 earnings, Moody's expects Doane's free
cash flow to be limited relative to outstanding debt, and debt
levels, therefore, to remain high.  The ratings outlook is
negative pending material positive earnings response to the more
favorable commodity cost environment in FY05 and refinancing of
the company's senior subordinated notes.

Moody's ratings actions were:

   -- Doane Pet Care Company:

      * Existing $50 million senior secured revolver -- to B2 from
        B1,

      * Existing $165 million senior secured term loans -- to B2
        from B1,

      * Prospective $35 million senior secured revolver -- B2
        assigned,

      * Prospective $195 million term loan -- B2 assigned,

      * $212 million 10.75% senior unsecured notes, due 2010 -- to
        B3 from B2,

      * $150 million 9.75% senior subordinated notes, due 2007 --
        to Caa2 from Caa1

   -- Doane Products Company:

      * $98 million redeemable preferred securities -- to Ca from
        Caa2.

      * Senior Implied Rating -- to B3 from B2,

      * Unsecured Issuer Rating -- to Caa1 from B3,

      * Ratings Outlook -- Negative.

Moody's will withdraw its ratings on Doane's existing revolver and
term loans, which mature in 2005, when the new credit facilities
are closed.

Doane's ratings are limited by a weak balance sheet and a high
level of debt.  Moody's expects free cash flow to remain limited
relative to debt, even with some expected earnings improvement.  
As a result, debt is unlikely to be reduced materially to more
manageable levels.  In addition, the company will need to
refinance its senior subordinated notes, which could be
challenging at current debt levels, particularly if earnings
improvement lags expectations.

The ratings also consider Doane's exposure to volatile commodity
input, packaging and fuel costs.  While contracts negotiated with
customers over the past year provide a mechanism to pass through a
portion of commodity cost changes (upward and downward), Moody's
believes the company still faces some practical limits on pricing
flexibility in the highly competitive pet food segment.  The
company's products compete with the national brands of some of the
nation's largest food and consumer products companies, which have
substantial resources and financial flexibility.  These companies
have higher margins on their branded products than Doane and may
choose not to pass on cost increases to gain market share.  If
private label price increases outpace branded price increases,
narrowing the gap between branded and private label product
prices, private label volumes can be negatively impacted, as they
were during FY04.  And, when commodity input costs fall, Wal-Mart
and other large food retailers are likely to look for price
decreases or other support from their branded and private label
suppliers, which may restrain the extent of Doane's ability to
significantly improve margins and sustain volume growth in a more
favorable cost environment.

Doane's ratings gain material support from its dominant position
in private label dry pet food in the US, the large scale of its
dry pet food manufacturing operations, its distribution reach, and
the strength of its relationship with Wal-Mart.  Doane is the
leading manufacturer of private label pet food, supplying 70% of
private label volume in the US, and is the second largest
manufacturer of dry pet food in the US, with a 23% volume share of
the market.  The company has had a long-standing relationship with
Wal-Mart and Sam's Club, which account for about 45% of Doane's
sales.  Doane's business with Wal-Mart is supported by closely
tied logistics and an infrastructure positioned to efficiently
supply key products, including Wal-Mart's Ol' Roy dog food, the
largest selling pet food brand by volume in the US.

Doane's ratings also take into account the company's success in
moving contracts with its major customers over the past year to a
form that shares, on average 50%, of commodity cost movements,
which enabled price increases during FY04 and which should help
reduce volatility going forward.  In addition, the ratings
recognize that Doane's European operations (about 26% of sales)
could be sold without negative impact on the company's US business
platform and could provide opportunity for debt reduction and de-
leveraging if sold at a high enough multiple of cash flow.

Doane's balance sheet includes a significant component of
intangible assets (45%) and common equity is nil.  Low returns on
assets suggest potential for asset write-downs. Pro forma debt of
$583 million represents 7.4x LTM adjusted EBITDA (6/30/04) and
6.8x estimated FY04 adjusted EBITDA.  Free cash flow after
interest expense, taxes and capital spending is estimated at about
1.5% for FY04. Earnings and cash flow improvement is likely during
FY05 due to a more favorable commodity cost environment.  However,
Moody's expects free cash flow to remain very limited relative to
debt, restraining the company's ability to reduce debt levels.  
Interest coverage is weak, with adjusted EBITDA less capex
representing 1.2x cash interest expense.  The new credit facility
improves liquidity by reducing pricing, extending the maturity,
and providing reasonable cushion under financial covenants.  The
covenants tighten over time, however, which could narrow the
cushion if earnings improvement lags expectations.

The B2 rating on the senior secured credit facilities is notched
up from the senior implied rating to reflect their preferential
position in the capital structure.  The facilities have upstream
and downstream guarantees and are secured by substantially all the
domestic assets and stock of the company and its domestic
subsidiaries and by 66% of the stock of its foreign subsidiaries.
Moody's believes there would be sufficient value for full coverage
of outstandings in a distressed scenario.  The prospective credit
facilities will mature 91 days before the senior subordinated
notes or in five years, if the senior subordinated notes are
refinanced.  The existing facilities mature in 2005.

The B3 rating on the unsecured notes is at the senior implied
rating, reflecting their position in the capital structure,
effectively behind the secured credit facilities, but
contractually ahead of the senior subordinated notes.  The
unsecured notes have downstream guarantees from Doane's domestic
subsidiaries.

The Caa2 rating on the senior subordinated notes is notched down
two levels from the senior implied to reflect their contractual
subordination to a large amount of senior debt (the senior secured
credit facilities and senior unsecured notes) and Moody's
expectation that asset coverage of the subordinated notes would be
weak in a distressed scenario, even with realization of a
relatively high value for intangible assets.  The subordinated
notes have downstream guarantees from Doane's domestic
subsidiaries.

The redeemable preferred stock is notched down two levels from the
senior subordinated notes to reflect its junior position in the
capital structure.  The preferred is at a holding company and does
not have downstream guarantees.  The cumulative deferred dividends
are a growing liability, and the 14.25% dividend will increase in
steps to 17.25% if the preferred is not redeemed in September
2007.

Doane Pet Care Company is based in Brentwood, Tennessee.


DUNE ENERGY: Appoints Marshall Lynn Bass to Board of Directors
--------------------------------------------------------------
Dune Energy, Inc. (OTC BB:DENG.OB) reported the appointment of
Marshall Lynn Bass to its Board of Directors.

Commenting on the appointment, Alan Gaines, Dune's Chairman and
CEO, stated, "I am pleased to have the counsel of Mr. Bass on
Dune's Board. Mr. Bass brings extensive energy investment banking
experience which will be of great value to management and
shareholders as we continue to pursue our acquisition strategy."

Mr. Bass possesses more than nine-years experience in energy
investment banking and consulting, with a particular emphasis on
North American natural gas upstream and midstream companies. Mr.
Bass currently serves as a Principal with Weisser, Johnson & Co.,
an energy-focused boutique investment bank based in Houston,
Texas. Weisser Johnson was founded in 1991 and that firm has
completed M&A transactions and arranged financings approximating
$.5 billion.

Mr. Bass holds a BS Economics Honors from Purdue University, and
an MBA in Finance from Rice University.

Dune Energy, Inc. is a diversified energy company with operations
presently focused in South Texas.

                          *     *     *

As reported in the Troubled Company Reporter on July 2, 2004, in
the audit report of Dune Energy Inc. for the year ended
Dec. 31, 2003, the Company's independent auditors stated that
the Company's accumulated deficit and working capital deficit
raises substantial doubt about the Company's ability to continue
as a going concern. The Company needs to raise additional capital
to achieve its business objectives. The Company intends to acquire
the capital it needs by raising additional funds through the
issuance of debt and/or equity securities and by selling to third
parties prospects and/or other rights in its interests in the
Welder acreage and Los Mogotes. There can be no assurances that
the Company will be able to raise additional capital or that the
terms on which such capital is raised will be acceptable. Further,
there can be no assurances that the Company will be successful in
its efforts to sell any interests in its prospects or that the
terms of any such transactions will be acceptable. To the extent
that the Company relies upon third parties to drill the wells
required to maintain its interest in the Welder acreage, its
ability to achieve its business objectives will be dependent on
the efforts of others.


EL COMANDANTE: Case Summary & 43 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: El Comandante Management Company LLC
             PO Box 1675
             Canovanas, Puerto Rico 00729-1675

Bankruptcy Case No.: 04-12972

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Housing Development Associates, S.E.       04-12973
      El Comandante Capital Corporation          04-12974

Type of Business:  The Company operates the only thoroughbred
                   racetrack in Puerto Rico.  A new on-line
                   betting system (SEA H¡pico-Sistema Electronico
                   de Apuestas) allows bettors to place their
                   wagers online with the racetrack. The system
                   include over 675 outlets with room for
                   continued expansion.  See
                   http://comandantepr.com/english/informaciongeneral.htm

Chapter 11 Petition Date: October 15, 2004

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Daniel K. Astin, Esq.
                  The Bayard Firm
                  222 Delaware Avenue, Suite 900
                  PO Box 25130
                  Wilmington, Delaware 19899-5130
                  Tel: 302-655-5000
                  Fax: 302-658-6395

                           Estimated Assets   Estimated Debts
                           ----------------   ---------------
El Comandante Management
      Company LLC          $1M to $10M        $1M to $10M
Housing Development
      Associates, S.E.     $10M to $50M       $50M to $100M
El Comandante Capital
      Corporation          $50M to $100M      $50M to $100M


A.  El Comandante Management Company LLC's 21 largest unsecured
    creditors:

    Entity                                      Claim Amount
    ------                                      ------------
Secretario de Hacienda                            $2,422,350
[Address not provided]

Departamento de Recursos Naturales y Ambiental       $48,209

Policom, Incorporated                                $38,149

PR Telephone Company                                 $28,468

Ranger American of Puerto Rico                       $26,884

Gould Paper Marketing Corporation                    $24,642

Landa Umpierre PSC                                   $20,000

The Marketing Center                                 $17,000

Arteaga & Arteaga                                    $14,530

Producciones Paractuar                               $11,000

Satellite Services International                      $8,320

Edgar Hernandez Patino                                $7,853

Atlantic Air Conditioning                             $3,844

Impact Marketing Corporation                          $6,940

Incompass                                             $4,510

The Communications Group                              $4,510

Media Power Group                                     $4,400

Otis Elevator                                         $4,045

PPG Industries, Incorporated                          $3,742

RGB Broadcast Service Corporation                     $3,372

Outek Caribbean District, Incorporated                $2,959


B.  Housing Development Associates, S.E.'s 18 largest unsecured
    creditors:

    Entity                                      Claim Amount
    ------                                      ------------
Kelley Drye & Warren LLP                             $40,000

Arthur Andersen LLP                                  $27,280

Infocom, Incorporated                                $10,000

Municipio de San Juan                                 $4,133

ALAS Business Products, Incorporated                      $0

Arthur Andersen LLP                                       $0

Covington & Burling                                       $0

Cynthia Rivera Morales                                    $0

Delaware Secretary of State                               $0
Division of Corporation

Depository Trust Company                                  $0

First Bank                                                $0

Gretchen Gronau                                           $0

Ivan Baella                                               $0

Jorge Figueroa                                            $0

Landa Umpierre & CPA Construction                         $0

Pietrantoni Mendez & Alvarez                              $0

Policom                                                   $0

Wiemann Enterprises LLC                                   $0


C.  El Comandante Capital Corporation's 4 largest unsecured
    creditors:

    Entity                                      Claim Amount
    ------                                      ------------
ADP Investor Communication                                $0

Banco Popular de Puerto Rico Trust Division               $0

CT Corporation System                                     $0

Landa Umpierre                                            $0


ENRON CORP: Judge Gonzalez Approves AES Entities Settlement Pact
----------------------------------------------------------------
Enron Corp., Enron North America Corp., Enron Power Marketing,
Inc., Enron Asia Pacific/Africa/China LLC, Enron Capital &
Trade Resources International Corp., and Enron Energy Services,
Inc., on one hand, and The AES Corporation, Constellation New
Energy, Inc., f/k/a AES New Energy, Inc., Central Illinois
Lighting Company, AES Deepwater, Inc., AES Eastern Energy,
LP, AES Drax Power Ltd., Delano Energy Company, Inc., on the
other hand, entered into various contracts underlying master
agreements and other agreements that provided for the trading of
energy commodities.  As credit support for one or more of the
Contracts, the Debtors and the AES Entities issued various
guaranty agreements.

Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
relates that the AES Entities filed thirteen claims against the
Debtors:

    Claimant                     Claim No.          Claim Amount
    --------                     ---------          ------------
    AES Deepwater                  19519                $229,750
    AES Deepwater                  19520                 229,750
    AES Deepwater                  13891                 229,750
    AES Eastern                    18703                 713,231
    AES Drax                       19736               5,498,902
    AES Drax                       19391               5,498,902
    AES Delano                     18218               2,434,086
    AES Delano                     18704               2,434,086
    AES Nigeria Barge              23731               7,700,000
    AES Barry                      19759               2,885,948
    AES Indian Queens              15469                  37,384
    AES Efoots Point               19232               1,916,858
    AES Corp.                      18566               5,460,586
    AES Corp.                      19414               5,460,586
    AES Ironwood                   15400                 225,000
    AES Ironwood                   15401                 225,000

On December 10, 2002, EPMI filed an adversary proceeding against
CILCO, Constellation and AES, seeking declaratory relief and
damages under certain of the Contracts and certain of the AES
Guaranties and objecting to the claims.  On November 14, 2003,
Enron and EESI filed an adversary proceeding, against Cilcorp to
avoid and recover transfers.

The Debtors and the AES Entities reached an agreement as to the
payment of unpaid amounts in connection with the termination of
the Contracts and revocation of the Guaranties, to the extent not
already terminated or revoked.

The Settlement Agreement provides:

    (a) that CILCO will pay to the Debtors a termination payment;

    (b) that the Parties will exchange mutual releases of
        obligations and other specified matters related to the
        Contracts and Guaranties; and

    (c) the dismissal of the CILCO and Cilcoro Adversary
        Proceeding.

    (d) that each claim filed by or on behalf of any of the AES
        Entities against any of the Debtors or their affiliates in
        connection with the Contracts or the Guaranties, will be
        deemed irrevocably withdrawn with prejudice except for:

           -- Claim No. 19011 filed by Lake Worth Generation, LLC,
              against National Energy Production Corporation for
              $73,537,820 and Claim No. 11287 filed by
              Constellation against ENA for $5,460,587 will not be
              withdrawn and will be treated in accordance with the
              Settlement Agreement; and

           -- Claim No. 19391 filed by AES Drax against Enron for
              $5,498,902 will be allowed, provided that any
              balance including any contingent, disputed or
              unliquidated amounts, will be disallowed.

    (e) liabilities scheduled by certain of the Debtors on their
        Schedules of Assets and Liabilities that are specifically
        related to the AES Entities will be deemed irrevocably
        withdrawn, with prejudice.

Pursuant to Rule 9019 of the Federal Rule of Bankruptcy Procedure
and the Safe Harbor Agreements Termination Protocol, the Debtors
ask the Court to approve the Settlement Agreement.

Ms. Gray asserts that the Settlement Agreement resolves any
disagreement as to the forward value of the Contracts and
resolves certain obligations of the parties under the Guaranties
and Letters of Credit.  Furthermore, the Settlement Agreement
will enable the Debtors and the Constellation Entities to avoid
potential future disputes and litigation regarding termination
payments due under the Contracts.

                           *     *     *

Judge Gonzalez approves the Settlement Agreement.

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. 127;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


FAIRFAX FINANCIAL: Will Discuss 2004 3rd Qtr. Results on Oct. 29
----------------------------------------------------------------
Fairfax Financial Holdings Limited will hold its quarterly
conference call at 8:30 a.m. Eastern Time on Friday, Oct. 29, 2004
to discuss its third quarter results which will be announced after
the close of markets on Thursday, October 28 and will be available
at that time on its Web site at http://www.fairfax.ca/  

The call, consisting of a presentation by the company followed by
a question period, may be accessed at (416) 695-5259 or
(877) 461-2814.

A replay of the call will be available from shortly after the
termination of the call until 10:00 p.m. Eastern Time on Friday,
November 12, 2004.  The replay may be accessed at (416) 695-5275
or (888) 509-0081.

Fairfax Financial Holdings Limited is a financial services holding
company, which, through its subsidiaries, is engaged in property,
casualty and life insurance and reinsurance, investment management
and insurance claims management.

                         *     *     *

As reported in the Troubled Company Reporter on September 2, 2004,
Fitch Ratings placed the ratings of Fairfax Financial Holdings
Limited and its rated subsidiaries and affiliates on Ratings Watch
Negative.  The ratings previously had a Negative Outlook.

This action, Fitch said, largely reflected concerns as to
increasing liquidity pressures at Fairfax, as well as a continued
decline in transparency of management's public disclosures, which
make it increasingly difficult for third parties to judge Fairfax'
creditworthiness.

Fitch's ratings of Fairfax are based primarily on public
information.

Fairfax Financial Holdings Limited:

   -- Long-term issuer 'B+'/Rating Watch Negative;
   -- Senior debt 'B+'/Rating Watch Negative.


FIRST UNION: Fitch Assigns BB Rating to $5M Class Q Certificates
----------------------------------------------------------------
Fitch Ratings affirms First Union National Bank Commercial
Mortgage Trust's commercial mortgage pass-through certificates,
series 2000-C2, as follows:

   -- $136.1 million class A-1 'AAA';
   -- $686.9 million class A-2 'AAA';
   -- Interest-only class IO 'AAA';
   -- $55.7 million class B 'AA';
   -- $42.9 million class C 'A';
   -- $17.1 million class D 'A-';
   -- $18.6 million class E 'BBB+';
   -- $17.1 million class F 'BBB';
   -- $14.3 million class G 'BBB-';
   -- $5 million class Q 'BB'.

Class Q represents the interests in the Trust Fund corresponding
to the junior portion of the Schneider Automation Facility loan
and is not part of the pool balance.  Fitch does not rate H, J, K,
L, M, N, and O certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the September 2004
distribution date, the pool has paid down 4.5% to $1.09 billion
from $1.14 billion at issuance.

Wachovia Bank, N.A., as master servicer, collected year-end 2003
financials for 96.4% of the transaction.  Among those properties
that reported at YE 2003, the weighted average debt service
coverage ratio -- DSCR -- based on net cash flow -- NCF --
increased to 1.41 times (x) from 1.35x at issuance for the same
loans.

There are currently five loans (1.76%) in special servicing,
consisting of:

   * two real estate owned (REO) properties (1.44%), and
   * three loans in foreclosure (0.32%).

The largest specially serviced loan (1.1%) is collateralized by a
retail property in Chesapeake, Virginia.  This loan transferred to
special servicing in September 2002 after Ames vacated 30% of the
net rentable area -- NRA.  The property became REO in June 2004
and Lennar Partners, Inc., as special servicer, is preparing the
property to be listed for sale.

Fitch is concerned about the seventh largest loan (2.6%),
collateralized by an office property in Belmont, California with a
heavy concentration in technology tenants.  Occupancy at the
property has declined to 49.5% as of September 2004.  Two tenants,
comprising 3.2% of the NRA, are expected to vacate upon their
Oct. 31, 2004 lease expirations.  Furthermore, an additional six
tenants, comprising 27.7% of the NRA, have leases that roll within
the next five months.

Fitch also reviewed the performance of the deal's two credit
assessed loans and their underlying collateral, the Park Plaza
Mall and the Schneider Automation Facility.

The DSCR for each loan is calculated using servicer provided net
operating income less reserves and capital expenditures divided by
a Fitch stressed debt service.  Based on their stable to improved
performance, both loans maintain investment grade credit
assessments.

The Park Plaza Mall loan (3.8%) is the second largest loan in the
pool.  This loan is secured by 265,144 square feet of a 549,144
square foot regional mall located in Little Rock, Arkansas.  The
YE 2003 DSCR was 1.73x.

The Schneider Automation Facility loan has a pooled senior note
(3%) and a junior portion, which represents class Q.  This loan is
secured by a 382,761 sf research and development building in North
Andover, Massachusetts.  The property is 100% leased with the
lease guaranteed by Schneider Electric SA, an investment grade
rated entity.  The YE 2003 DSCR for the senior note was 1.40x.


FOOTSTAR INC: Hires Ernst & Young to Audit Meldisco Business Unit
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval on Oct. 6, 2004, for Footstar, Inc.,
and its debtor-affiliates to employ Ernst and Young LLP, as their
internal auditors.

The Debtors' tell the Court that they hired Ernst and Young for
the specific purpose of assisting them in the internal audit of
their Meldisco business segment.

Ernst and Young will:

   a) review and make a reconciliation of the Meldisco Division's
      Accounts Payable balance for the quarter and month
      respectively ending on September 30, 2003, and
      October 31, 2003;

   b) review of the close and reconciliation procedures for all
      the combined Meldisco Accounts Payable balances commencing
      with the December 30, 2003 accounts payable balances;

   c) document the selected processes and controls for the
      internal audit to be determined by the Debtors' management;
      and

   d) perform other matters that may be designated by the
      management and the audit committee of the Debtors' Board of
      Directors.

Daniel S. Kaplan, a Partner at Ernst and Young, discloses that the
Debtors did not pay a retainer, but will reimburse the Firm for
all other fees and expenses incurred during the course of the
Firm's engagement to the Debtors.

Mr. Kaplan reports Ernst and Young's professionals bill:

    Designation                   Hourly Rate
    -----------                   -----------
    Partners and Principals       $ 450 - 505
    Senior Managers                 385 - 465
    Managers                        285 - 405
    Seniors                         180 - 290
    Staff                           120 - 185

To the best of the Debtors' knowledge, Ernst and Young is
"disinterested" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Footstar's Meldisco unit sells shoes in Kmart stores under a long-
standing agreement. Footstar, Inc. sought authority from the
Bankruptcy Court on August 12, 2004, seeking to assume the Kmart
contract. Kmart's balked and told the Bankruptcy Court it wants
the contract terminated. The deal is critical to Footstar's
ability to reorganize. Footstar already sold its Footaction and
Just For Feet units.

Headquartered in West Nyack, New York, Footstar Inc., retails  
family and athletic footwear.  As of August 28, 2004, the Company  
operated 2,373 Meldisco licensed footwear departments nationwide  
in Kmart, Rite Aid and Federated Department Stores.  The Company  
also distributes its own Thom McAn brand of quality leather  
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11  protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).
Paul M. Basta, Esq., at Weil Gotshal & Manges represents the
Debtors in their restructuring efforts.  When the Debtor filed for
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FORT WORTH: Shutdown Prompts Moody's to Slash Ratings to Caa3
-------------------------------------------------------------
Moody's Investors Service lowered Fort Worth Osteopathic
Hospital's (d/b/a Osteopathic Medical Center of Texas) underlying
and unenhanced ratings to Caa3 from B3.

The rating action affects $80 million of outstanding debt issued
through the Tarrant County Health Facilities Development
Corporation, including the Series 1997, Series 1996 and 1993
bonds, of which $7.1 million is uninsured (according to documents
filed with Nationally Recognized Municipal Securities Information
Repositories).

The ratings are removed from Watchlist where they were placed on
September 30.  At this time Moody's are assigning a negative
outlook to the ratings.  With the exception of $7.1 million of the
Series 1993 bonds (2028 maturities), the bonds are insured by MBIA
and, therefore, carry long-term Aaa ratings based on the insurers
claims paying ability.  The Aaa rating is not under review.

The bonds are secured by a pledge of gross revenues and mortgage
on the hospital.

The downgrade is the result of the hospital's recent announcement
that it will be shutting down operations within the week with many
of the hospital's services discontinued as of Friday, October 8.
The bonds are secured by a mortgage of the hospital facility, as
well as a pledge of gross revenues.  In addition, a debt service
reserve fund in the amount of $6.7 million was held by the bond
trustee as of September 30, 2003 according to the latest unaudited
financial information available.  The next bond payments are due
November, 15th. Management has not been communicative with us.

Approximately $72.7 million of the outstanding debt is insured by
MBIA, and bondholders of the insured bonds are expected to receive
full payment.  However, based on Moody's analysis of the
hospital's September 2003 financial statements, Moody's believe
recovery for the remaining $7.1 million of uninsured bondholders
will be limited despite the mortgage securing the bonds.  There
are a number of risks that could result in a decline in the value
of those assets and increase liabilities between now and the
closing.  The hospital will have to support expenses associated
with its wind-down until closing, including supporting certain
personnel and paying severance.  These risks could ultimately
impair recovery for bondholders and other creditors.

As of September 30, 2003, Moody's estimate the hospital had about
$20 million in liquid assets (including cash and accounts
receivable), which has likely been reduced since that time with
management reporting a depleted cash position.  Moody's also note
that a parent corporation exists; however, it does not appear that
Health Care of Texas, Inc. (d/b/a Osteopathic Health System of
Texas) can provide any support.  The hospital has made over
$10 million of distributions to the parent corporation since 2000
to support operating deficits at non-obligated entities.  The
remainder of hospital assets, along with proceeds from any
liquidation of assets, would be available to pay the hospital's
liabilities, including long-term debt, but Moody's expect the
proceeds to be modest.  Future rating changes will be based on our
assessment of ultimate recovery values.


FOSTER WHEELER: Harry Rekas Departs from Directorship Position
--------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) said, effective Thursday,
Oct. 14, Harry P. Rekas has resigned from the company's board of
directors for personal reasons.

"The board and I were looking forward to working with Harry and
regret that he will be unable to serve with us," said Raymond J.
Milchovich, chairman, president and CEO.  "We wish him the best
going forward."

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Diane C. Creel, Roger L. Heffernan, Harry P. Rekas, and David M.
Sloan have been elected to Foster Wheeler Ltd.'s board of
directors.  On the same date, John Clancey, Martha Clark Goss,
and John Stuart have resigned from the board, bringing the total
number of current directors to eight.

                        About the Company

Foster Wheeler, Ltd., is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research, plant
operation and environmental services.

At June 25, 2004, Foster Wheeler Ltd.'s balance sheet showed an
$856,601,000 stockholders' deficit, compared to an
$872,440,000 deficit at December 26, 2003.  The Company's pro-
forma financial statements contained in the Prospectus detailing
its recent successful equity-for-debt exchange projects a $400
million reduction in total debt and a concomitant increase in
shareholder equity.


HARVEST ENERGY: Closes 7-7/8% Senior Debt Offering
--------------------------------------------------
Harvest Energy Trust (TSX: HTE.UN) reports the closing of its
U.S.$250 million offering of 7-7/8% Senior Notes due 2011.  The
net proceeds of U.S.$241 million from the notes offering will be
used to permanently repay Harvest's $70 million bank bridge
facility with the balance used to repay a portion of its
outstanding revolving credit facility.  Management believes this
financing has enhanced Harvest's financial flexibility.

Harvest also announces that a cash distribution of $0.20 per trust
unit will be paid on November 15, 2004 to Unitholders of record on
October 29, 2004.  Harvest trust units are expected to commence
trading on an ex-distribution basis on October 27, 2004.  This
distribution amount represents Distributable Cash earned in the
month of October 2004.

Harvest Energy Trust -- http://www.harvestenergy.ca/-- is a  
Calgary-based energy trust actively managed to deliver stable
monthly cash distributions to its Unitholders through its strategy
of acquiring, enhancing and producing crude oil, natural gas and
natural gas liquids.  Harvest trust units are traded on the
Toronto Stock Exchange under the symbol "HTE.UN".  

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Calgary, Alta.-based Harvest Energy
Trust and its 'B-' senior unsecured debt rating to the proposed
$200 million seven-year bond to be issued by Harvest Operations
Corporation, a wholly owned subsidiary of Harvest Energy Trust.
The debt is fully guaranteed by the trust and all its wholly owned
subsidiaries.


HAYES LEMMERZ: Clawson & Wallace Disclose Equity Stakes
-------------------------------------------------------
Hayes Lemmerz International, Inc., President and Chief Executive
Officer Curtis J. Clawson discloses to the Securities and
Exchange Commission that he beneficially owns 131,014 shares of
the company's common stock.

                     Securities              Securities Owned
    Date Acquired     Acquired      Price    After Transaction
    -------------    ----------     -----    -----------------
     09/23/2004        4,150       $10.20         120,164
     09/23/2004          850       $10.19         121,014
     10/08/2004        6,115        $9.05         127,129
     10/08/2004          300        $9.09         127,429
     10/08/2004          385        $9.10         127,814
     10/08/2004          200        $9.07         128,014
     10/11/2004        3,000        $9.45         131,014

Hayes Lemmerz Director Henry D.G. Wallace reports that he acquired
1,500 shares of the company's common stock on September 24, 2004,
for $10.28 per share.  Mr. Wallace now beneficially owns a total
of 6,349 shares.

The Company has 37,847,078 shares of common stock outstanding as
of September 7, 2004.  (Hayes Lemmerz Bankruptcy News, Issue
No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000)


HCA INC: Share Repurchase Plan Cues Fitch to Pare Ratings to BB+
----------------------------------------------------------------
Fitch Ratings downgraded HCA, Inc.'s senior unsecured debt and
bank facility ratings to 'BB+' from 'BBB-' following the company's
announcement that it intends to repurchase approximately
$2.5 billion of the company's shares in a debt-funded transaction.
HCA's Rating Outlook is Stable.

HCA announced that its board has approved a share repurchase of up
to $2.5 billion in the form of a modified 'dutch' auction tender
offer.  The company has indicated that it intends to finance the
repurchase entirely with debt proceeds.

While HCA's leverage and coverage metrics would remain relatively
strong, the additional debt burden comes at a time when the
company has experienced margin erosion over the past several
quarters due to industry-prevalent issues, including continued
soft admission trends and increasing bad debt expense stemming
from increasing numbers of uninsured patients.  

While not a wholesale collapse in margins, real margin pressure is
evident as HCA's EBITDA margin for the last 12 months ended
June 30, 2004 was 16.3%, down from 17.1% for fiscal 2003.

Additionally, the company indicated that volume growth for the
third quarter is likely to be only 0.9% on a same store basis and
that bad debt levels continued to increase with third-quarter bad
debt as a percentage of net revenues of 11.9%, up from 11.3% in
the second quarter.

The added debt burden, in Fitch's view, limits HCA's financial
flexibility, while issues such as volume growth and bad debt
expense remain largely unresolved in terms of their trend lines,
and, with regard to bad debt, the structural impact on the
industry from continued increases in the number of uninsured
patients.  As such, the constrained financial flexibility may
hinder HCA's ability to withstand continued margin pressure at a
given rating category.

Additionally, increased leverage limits HCA's ability to react to
accretive acquisition opportunities should current multiples
improve.

Fitch does note that even modest improvement in volume trends
should have the effect of at least partially restoring traditional
margin levels and that underlying demographics would indicate an
eventual rebound in volumes.  However, given the volatile nature
of admission trends over the past 18-24 months, the timing of a
return to 'traditional' levels of volume growth cannot be
predicted with realistic accuracy.

HCA's debt at June 30, 2004 was approximately $8.4 billion and is
expected to increase beyond $10.8 billion by year-end 2004.  Cash
flow from operations for 2004 is expected to be approximately
$2.4 billion, and HCA estimated a capital expenditure commitment
of $1.6 billion and a $200 million cash dividend in 2004.  Fitch
anticipates that leverage (total debt/EBITDA) will be between
2.7 times (x) and 2.8x at year-end 2004.


HOLLINGER INC: Court Appoints Kroll Lindquist as Inspector
----------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C; HLG.PR.B) reported that Mr. Justice
Colin L. Campbell of the Ontario Superior Court of Justice has
signed an Order appointing Kroll Lindquist Avey, Inc., as an
inspector pursuant to s. 229(1) of the Canada Business
Corporations Act to conduct an investigation of certain of the
affairs of Hollinger, as requested by Catalyst Fund General
Partner I Inc., a shareholder of Hollinger.  The parties have
agreed that, until certain potential conflicts of interest issues
involving Kroll are resolved, Kroll will not commence any
inspection activities.

Under the Order, the inspector is principally to investigate and
report to the Court upon the facts in relation to any Related
Party Transaction between Hollinger (including any of its
subsidiaries, other than Hollinger International Inc. or its
subsidiaries), and a Related Party for the period January 1, 1997
to date.  For the purposes of the Order, a "Related Party" is
defined as, among others:

   * Lord Black,
   * Barbara Amiel-Black,
   * David Radler,
   * Peter White,
   * J.A. Boultbee,
   * Daniel Colson,
   * Peter Atkinson, and
   * any corporation (other than International), partnership or
     other entity that is controlled, or owned, directly or
     indirectly, as to more than 10% by such persons, individually
     or as a group.

The inspector is required to deliver a preliminary report to the
Court by November 13, 2004.  The costs of the inspector for the
initial 30 day period are to be paid by Hollinger.  Thereafter,
the responsibility for the inspector's costs is to be determined
by the Court.

The application commenced by Catalyst in the Ontario Superior
Court of Justice seeking an order removing all of the directors of
Hollinger (except for Robert J. Metcalfe and Allan Wakefield, each
of whom was appointed as a director of Hollinger on
September 27, 2004) and an injunction restraining any non-arm's
length transactions involving Hollinger without notice to and
approval of the Court, has been adjourned until October 29, 2004.
In connection with adjournment, and until the date upon which the
application is heard and determined, Hollinger and certain of its
directors have undertaken that they will not enter into any
Related Party Transactions (with certain exceptions for ordinary
course transactions) without two business days' advance notice to
Catalyst.

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

                         *     *     *

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

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

There was in excess of $267.4 million aggregate collateral
securing the $78 million principal amount of the Notes
outstanding.

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


HORACE MANN HOME: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Horace Mann Home for the Aged, Inc.
        dba Heather Manor
        600 East 5th Street
        Des Moines, Iowa 50309

Bankruptcy Case No.: 04-06368

Type of Business:  The Company operates a retirement community.
                   See http://www.heathermanor.com/

Chapter 11 Petition Date: October 14, 2004

Court: Southern District of Iowa (Des Moines)

Judge: Lee M. Jackwig

Debtor's Counsel: Anita L. Shodeen, Esq.
                  Beving, Swanson & Forrest, P.C.
                  321 East Walnut Street, Suite 200
                  Des Moines, Iowa 50309
                  Tel: 515-237-1186
                  Fax: 515-288-9409

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
    ------                      ---------------     ------------
Martin Bros Distributing        Business debt            $32,604
Company Inc.

United HealthCare Insurance Co  Business debt            $19,149

Excel Mechanical Co Inc.        Business debt            $15,860

Arthur J. Gallagher Risk        Business debt            $13,944
Management Service

McKesson Medical Surgical       Business debt            $11,640
Minnestoa Supply Inc

Reinhart Foodservice Inc.       Business debt            $11,544

MidAmerican Energy Company      Business debt             $8,957

Grell, Ralson                   Business debt             $5,053

Iowa Carpet One                 Business debt             $4,947

Nogg Chemical & Paper Co Inc.   Business debt             $4,837

Bolton & Hay Inc.               Business debt             $4,719

Estate of Ida Wiles             Business debt             $4,705

MetLife Small Business Center   Business debt             $3,263

InteliStaf Healthcare Inc.      Business debt             $2,533

Anderson Erickson Dairy Co      Business debt             $2,371

O'Keefe Elevator Company Inc.   Business debt             $2,352

Office Depot Inc.               Business debt             $1,953

Neighborcare Pharmacy           Business debt             $1,569

Des Moines High Tech            Business debt             $1,500
Electric LLC

Dex Media East LLC              Business debt             $1,471


IMC GLOBAL: Moody's Still Reviewing Low-B Ratings & May Upgrade
---------------------------------------------------------------
The ratings of IMC Global Inc. (B1 senior implied) and Phosphate
Resource Partners (Caa1 senior unsecured) remain on review for
possible upgrade.  The review was prompted by the announcement in
January of 2004 that IMC and Cargill Crop Nutrition, a wholly
owned business unit of Cargill, Incorporated (A2 senior unsecured,
stable outlook) had reached an agreement to merge.  The combined
company, to be called The Mosaic Company, will remain a public
entity, owned approximately 66.5% by Cargill and 33.5% by existing
IMC shareholders.

While, IMC's (B1 senior implied) existing ratings remain on review
for possible upgrade, Moody's expects that the senior implied
rating will move up by one level to Ba3.  Other debt ratings will
also likely move up one or more levels upon completion of the
proposed merger in late October 2004.  The likely outlook for
Mosaic's ratings would be stable.

Moody's rating actions follow the receipt of enough information on
the ultimate merger structure to provide the information necessary
to provide guidance on IMC's existing ratings.  Moody's views the
proposed merger as positively impacting Mosaic's ability to
service its debt.  This positive impact is directly related to

   (1) the essentially debt free contribution of Cargill Crop
       Nutrition's assets,

   (2) the near-term prospect for a multi year recovery in
       Mosaic's primary fertilizer businesses, and, to a lesser
       extent, and
   
   (3) the $145 million of potential operating and financial
       synergies that are anticipated to result from the merger by
       the end of 2007.

Moody's believes that it is management's intention to run the new
company with a credit profile that suggests an investment grade
rating over time.  Mosaic had, as of May 31, 2004, pro-forma LTM
Revenues and Operating Income (as estimated by management) of
$4.5 billion and $185 million respectively.  Total debt, almost
all of which is contributed by IMC, is about $2.1 billion.

The potential upward movement in the ratings is limited by the
still sizeable debt burden at $2.1 billion and the limited
prospects for free cash flow generation over the near term, which
could be used to reduce debt.  Further concerns, related to the
phosphate business, center on the high raw material costs that
while supporting higher product prices also limit the margin
expansion/cash flow generation that would typically result from
the very strong pricing environment.  These concerns do not extend
to the currently robust potash business.  

Moody's also notes that the current high global crop prices are a
key factor in the robust recovery in plant nutrient prices and if
these prices were to be pressured the length of any recovery could
be shortened. Consequently, Moody's long-term projections for
Mosaic's financial performance are limited due to the volatile
nature of the agricultural and fertilizer industries.

The outlook on Mosaic's debt ratings would likely be stable.  If
the current global recovery in the plant nutrient industry is
stronger than anticipated such that free cash flow generation is
closer to ten percent of total debt for an extend period of time
the outlook and/or the ratings would be raised.  There is limited
downward pressure on the ratings, provided that the global
agricultural economy remains strong.  However, any unanticipated
decline in projected operating margins could put negative pressure
on the outlook or ratings.

In its ongoing review of IMC's ratings, Moody's will focus on
ensuring that the assumptions that were provided in making our
rating determinations will not materially change.  If the
transaction structure as proposed or our assumptions about the
company and its operations as presented through the execution
period change our ratings conclusions may change.  Moody's actions
are predicated on these assumptions:

   (1) there is no material change in debt or legal organizational
       structures as proposed;

   (2) the terms of the proposed capital structures are not
       changed in any material amounts;

   (3) the proposed bank transactions occur, in a timely manner,
       without any material changes to terms or covenants;

   (4) the merger will receive the necessary regulatory approvals
       in a timely fashion;

   (5) the merger will close within the suggested time frame; and

   (6) the successful, timely, consent solicitation and amendment
       process with IMC's existing debt holders that provides
       Mosaic management with the operational flexibility to
       effectively integrate the businesses.

With respect to ratings of Phosphate Resource Partners LP, the
review considered the implications of IMC's plan to acquire all of
the publicly held units of Phosphate Resource.  Moody's notes that
while the PLP bonds participate in the new guarantees provided in
the consent solicitation the PLP bonds will not participate in the
upstream guarantees from IMC subsidiaries that some of the
existing IMC bonds benefit from.

Ratings remaining under review for possible upgrade:

   -- IMC Global Inc.

      * B1 Guaranteed senior unsecured notes -- would likely move
        to Ba3

      * B2 Senior unsecured notes and debentures -- would likely
        move to B1

      * Ba3 Existing Guaranteed senior secured credit facility --
        would likely move to Ba2 and then would likely be
        withdrawn as new facilities are put in place

      * Caa1 Mandatory convertible preferred shares -- would
        likely move to B3

      * (P)B2/(P)B3/(P)Caa1 Universal shelf (senior
        unsecured/subordinated/preferred) -- would likely move to
        (P)B1/(P)B2/(P)B2

      * B1 Senior Implied -- would likely move to Ba3

      * B2 Issuer Rating -- would likely move to B1

   -- Phosphate Resource Partners LP

      * Caa1 Senior unsecured notes -- would likely move to Ba3

In the unlikely event the merger is not completed, Moody's will
conclude its review of IMC and may confirm or lower the ratings,
after consideration of the outlook for its core products, its
financial liquidity, and ability to service its debt.

IMC Global Inc., headquartered in Lake Forest, Illinois, is a
leading global producer of phosphate and potash fertilizers and
animal feed ingredients.  IMC reported revenues of $2.4 billion
for the LTM ended June 30, 2004.  Cargill is a privately held,
leading global agribusiness based in Minnetonka, Minnesota.


IMPACT MANAGEMENT INC: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------------
Debtor: Impact Management, Inc.
        32039 Virginia Way
        Laguna Beach, California 92651

Bankruptcy Case No.: 04-16363

Chapter 11 Petition Date: October 14, 2004

Court: Central District of California (Sta. Ana)

Judge: J. Barr

Debtor's Counsel: Thomas W. Harris, Jr., Esq.
                  Law Office of Thomas W. Harris, Jr.
                  20101 Southwest Birch Street, Suite 200
                  Newport Beach, California 92660-1750
                  Tel: 949-477-2390

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
    Garth Rolfe               Loan                       $20,000


INTEGRATED ELECTRICAL: Retains Todd Matherne as Advisor for CEO
---------------------------------------------------------------
Integrated Electrical Services, Inc. (NYSE: IES) has retained Todd
A. Matherne, age 50, to support IES' chief executive officer Roddy
Allen in the performance of his duties as interim chief financial
officer.

Roddy Allen, said, "We are pleased to announce that Todd Matherne
has joined us as an advisor.  He brings 28 years of senior
management experience to this position as well as relevant
industry and large public company experience to our senior
management team.  Todd is well respected in the financial and
legal communities and has a solid understanding of IES' customers,
vendors, sureties and lenders.  The board and management look
forward to working with Todd as we move IES forward."

Mr. Matherne has held senior financial officer and operations
positions with Baker Hughes, Service Corporation International,
Encompass Services Corporation and WEDGE Group Incorporated.  He
is a licensed CPA and began his career in 1976 with Ernst & Young.  
Mr. Matherne served as the Disbursing Agent under Encompass'
confirmed chapter 11 plan.  

                        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 Oct. 12, 2004,
Moody's Investors Service downgraded the ratings of Integrated
Electrical Services, Inc., and maintained the company on review
for possible further downgrade following various events including
the continued postponement of release of the company's fiscal 2004
third quarter 10-Q, concerns surrounding the timing of future
filings, the resignation of the company's Chief Financial Officer,
and the decision by its Chief Operating Officer to step down, an
adverse decision in recent litigation, and concern that recent
events may impact the company's surety bonding.  he downgrade also
reflects difficulty in accessing the company's recent financial
performance as a result of the continued delay in filing its
audited financials for the third quarter of 2004.

Moody's has downgraded these ratings and left them on review for
further possible downgrade:

   * Senior Implied, downgraded to B1 from Ba3;

   * Senior Unsecured Issuer Rating, downgraded to B2 from B1;

   * $173 million (remaining balance) of 9.375% senior
     subordinated notes due 2009 (in two series), downgraded to B3
     from B2.

On August 2, 2004, Integrated Electrical said 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 Aug. 13,
2004, the company announced that it would be delaying the filing
of its fiscal 2004 third quarter 10-Q. On Aug. 16, 2004, the
company disclosed that it had identified potential problems at one
of its subsidiaries and an additional issue in 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 or before Dec. 15, 2004.
Furthermore, although the company received a waiver from the
senior subordinated bond holders through Dec. 15, 2004, failure to
file its fiscal 2004 third quarter 10-Q by this date could trigger
a default.  A notice of default under the senior subordinated
notes triggers a cross default under the bank
credit agreement.

Integrated Electrical announced on September 29, 2004 that Richard
L. China has resigned his position as Chief Operating Officer to
accept the appointment of Senior Vice President, Strategic
Business Development.  The company also announced on the same day
that Jeffrey Pugh, Chief Financial Officer since June 7, 2004,
resigned to pursue other opportunities.  Although these factors on
their own may not be a concern, these announcements have occurred
during a period of turmoil and could suggest that other issues are
brewing or that the problems run deeper than is currently obvious.
Seemingly unrelated, a verdict against the company was announced
in a case pending in the 133rd District Court of Harris County,
Texas that arose out of the proposed sale of a subsidiary of the
Company and an employment claim by a former officer of the
subsidiary.  Potential losses were initially estimated not to
exceed $30 million and may be much lower if the judge reduces the
amount, the company settles, or wins upon appeal. Irrespective of
the eventual outcome, this is additional uncertainty that comes
during a tough time in the company's history. Moody's is
concerned that these factors may affect future negotiations with
its insurance providers and thereby result in higher surety
bonding costs or reduced availability.  Recent events could also
affect the company's contract win rates adversely.  Integrated
Electrical already seen its borrowing base (as a percent of
receivables) adjusted slightly as a result of recent events.

Although the lack of audited financial results makes the ratings
decision more difficult, the company's last twelve months results
through March 31, 2004 had placed the company weakly within its
previous ratings category.  Specifically, for this period,
earnings before interest and taxes (EBIT) to total assets was
under 8.5%, EBITDA less capital expenditures to interest was only
about 2.6 times and EBIT margin was under 5%.  Furthermore, free
cash flow after capital expenditures to debt of 8% is more
indicative of a B1 Senior Implied rating than a Ba3.

Moody's continued review will focus on Integrated Electrical's
progress in addressing 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.  Total liquidity, comprised of unrestricted
cash and revolver availability, is believed to currently total
over $50 million.


INTEGRATED HEALTH: Rotech Wants Until Jan. 7 to File Final Report
-----------------------------------------------------------------
The Reorganized Rotech Debtors ask the United States Bankruptcy
Court for the District of Delaware to further:

   (1) delay the automatic entry of a final decree closing their
       Chapter 11 cases until January 31, 2005; and

   (2) extend the date for filing a final report and accounting
       to the earlier of January 7, 2005, or 15 days before the
       hearing on any request to close their Chapter 11 cases.

This is without prejudice to the Rotech Debtors' right to seek
further extension or a final decree closing their cases before
January 31, 2005.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, tells the Court that the Reorganized Rotech
Debtors have been working diligently since the Effective Date of
the Rotech Plan to review and reconcile the proofs of claim filed
in their Chapter 11 cases and to prosecute or resolve all pending
claims objections.  They have made substantial progress with
respect to the claims administration process to date.

In May 2004, the Reorganized Rotech Debtors made an initial
distribution to the allowed claimholders under the Rotech Plan.  
At that point, the Reorganized Debtors estimated that there were
about 75 claims subject to pending objections.  Since that time,
the Reorganized Rotech Debtors have aggressively pursued
settlement and prosecution of the remaining Rotech claim
objections.

On October 6, 2004, the Court entered seven orders disposing of
substantially all of the pending Rotech claim objections.  The
Reorganized Rotech Debtors expect to make a prompt initial
distribution with respect to any claims allowed as a result of
those orders.

The Reorganized Rotech Debtors believe that the only claim
reconciliation matters remaining are:

   * the settlement of four litigation-related claims;

   * a final resolution of the Internal Revenue Services'
     outstanding claims; and

   * the final reconciliation of claims filed against both
     Integrated Health Services, Inc. and Rotech.

With respect to the Litigation Claims and the IRS Claims, the
Reorganized Rotech Debtors are in active negotiations with the
claimants to resolve the issues before the November 10, 2004,
hearing scheduled in these cases.

With respect to claims filed against both IHS and Rotech, the
Reorganized Rotech Debtors are actively reconciling these claims
to resolution by the November 10 hearing.

After the final resolution of all claims, the Reorganized Rotech
Debtors will make a final distribution to all general unsecured
creditors.

Mr. Brady contends that delaying entry of a final decree will help
ensure that the distribution made under the Rotech Plan will only
benefit actual creditors, and will be in appropriate amounts.  
Without the delay, a final report and accounting will not be
accurate since the claims administration process has not yet been
concluded.

The Court will convene a hearing on November 10, 2004 to consider
the Rotech Debtors' request.  By application of Del.Bankr.LR
9006-2, the deadline for filing a final report and accounting is
automatically extended through the conclusion of that hearing.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local  
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 83; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


INTERNATIONAL MILL: Moody's Assigns Single-B & Caa Ratings
----------------------------------------------------------
Moody's Investors Service assigned a B1 senior implied rating to
International Mill Service, Inc., a provider of on-site services
for steel mills.  Moody's also assigned a B1 rating to the
company's first lien senior secured credit facilities and a B3
rating to its second lien term loan.  The rating outlook for
International Mill is stable.  This is the first time Moody's has
rated the debt of International Mill.

These ratings were assigned:

   * B1 for the $125 million six-year term loan secured by a first
     priority lien in all the assets of the company,

   * B1 for the $25 million five-year revolving credit facility,
     which is also secured by a first lien in all assets,

   * B3 for the $30 million seven-year term loan secured by a
     second priority lien in the collateral securing the first
     lien facilities,

   * B1 senior implied, and

   * Caa1 senior unsecured issuer rating.

The B1 senior implied rating reflects International Mill's role as
an entrenched provider of mill services at over 40 North American
steel plants and its favorable track record of retaining customers
and expanding services and revenues at a broad cross section of
mills.  International Mill often performs several services for
each of its customers, which represent a balanced mix of
integrated and electric arc furnace (minimill) steel producers.

Moody's noted that International Mill's business has been quite
stable, which is unusual for a company in the steel industry.
Stability has been enhanced by International Mill's long-standing
customer relationships, good reputation, and long-term contracts.
Moody's believes that steel mills will continue to outsource non-
core services such as material handling, metal recovery and slag
processing to companies such as International Mill.  While the
majority of International Mill's sales are linked to its
customers' production levels and are, therefore, cyclical,
International Mill also introduced other fees that are independent
of production levels.

Moody's ratings are constrained by:

     (i) the limited scale of International Mill's business,

    (ii) a high level of customer concentration, and

   (iii) its dependence on sales to one industry.

These factors, when combined with its highly leveraged capital
structure (revenues of $170 million are equivalent to its pro
forma debt), make International Mill vulnerable to the loss of a
large customer, a general downturn in the steel industry, or
shifts in outsourcing trends.  Customer concentration is high --
one steel company accounted for 27% of International Mill's sales
in 2003 and the top five accounted for roughly 70% of sales.  

While appreciative of International Mill's market position,
Moody's believes that material growth may be difficult to achieve.
Furthermore, since the winning of new business usually requires
upfront capital investment and locks International Mill into
multi-year contracts, management must exercise great care when
bidding on new business in order to ensure that long-term value is
created.

The B1 senior implied rating reflects the risks posed by these
fundamental business characteristics.  Lastly, International
Mill's MS's few tangible assets and the specialized nature of its
fixed assets lessens the likelihood of full loan recovery should
cash flow significantly diminish and IMS experience a payment
default.

International Mill's stable outlook is supported by its diverse
customer base, long-term contracts with a current duration of six
years, and Moody's favorable near-term outlook for the steel
industry.  International Mill's ratings or rating outlook could be
enhanced by a reduction in debt coupled with a continuation of its
recent financial performance.  Its ratings could be pressured by:

     (i) erosion of credit metrics,

    (ii) the loss of any large customers,

   (iii) the loss of key members of management, and

    (iv) by acquisitions that are not accompanied by free cash
         flow.

International Mill is being purchased by Wellspring Capital
Management.  The purchase will be financed by the first and second
lien term debt, small amounts of borrowings under the revolving
credit facility, assumption of $12 million of capital leases and
installment notes, and contributed equity from Wellspring. The
transaction is expected to close in the fourth quarter of 2004.

The revolver and the $125 million term loan are rated the same as
the senior implied rating due to the fact that they represent a
large proportion of International Mill's total debt.  These two
facilities are secured by a first priority perfected lien in all
of International Mill's assets.  The $30 million seven-year term
loan is secured by a second priority lien on all assets, and is
rated B3, two notches lower than the first lien facilities, due to
the limited value of the tangible assets comprising the collateral
and the high level of total debt relative to enterprise value.

International Mill's services are embedded within the activities
of the steel mills and are performed by International Mill's
employees utilizing International Mill-owned equipment.  
International Mill's services include:

   * material handling;
   * metal recovery and slag processing;
   * surface conditioning (also termed "scarfing"); and
   * other related services.

Outsourcing of these services is very common in the steel industry
as the mills prefer to focus on core steel making activities.  
International Mill has 23 customers in the US and Canada, and
works at mills responsible for approximately 30% of total North
American steel production.  International Mill worked at some of
these mills for over 15 years.

Over the last five years, International Mill's revenues have
ranged between $158 million and $181 million and EBITDA has been
similarly stable.  Steel company bankruptcies and challenging
industry conditions have impacted historical results, but greatly
improved steel market conditions and increased North American
steel production should solidify these figures.  International
Mill's liquidity will be provided by unused availability under its
$25 million credit facility.  International Mill has essentially
no net working capital so its liquidity needs are minimal,
although it may use the revolver to fund equipment purchases and
growth capex.

International Mill has a leading North American market position as
a provider of on-site steel mill services such as material
handling, metal recovery and slag processing.  For the 12 months
ended August 31, 2004, International Mill had revenues of
$170 million.


INTERSTATE BAKERIES: Hires Stinson Morrison as Local Counsel
------------------------------------------------------------
Ronald B. Hutchison, Chief Financial Officer of Interstate  
Bakeries Corporation, tells the Court that Interstate Bakeries and
its debtor-affiliates need to be represented by a local and
special counsel.

The Debtors selected Stinson Morrison Hecker, LLP, as their local  
and special counsel because the firm's attorneys have extensive  
experience with and knowledge of the Debtors' corporate affairs.  

Stinson is expected to:

   (a) assist in the preparation and filing of Debtors'
       Chapter 11 Voluntary Petition, Schedules, and Statement of
       Financial Affairs;

   (b) advise the Debtors with respect to their Chapter 11
       rights, powers and duties and operation and disposition of
       the Debtors' property;

   (c) represent the Debtors in their Chapter 11 cases and in
       any adversary proceeding commenced in or in connection
       with their Chapter 11 cases;

   (d) assist in the preparation of applications, answers,
       proposed orders, reports, motions and other pleadings and
       papers that may be required in the Debtors' Chapter 11
       cases;

   (e) provide legal assistance and advice to the Debtors in
       connection with the sales of the Debtors' assets and
       preparation and submission of Chapter 11 plans; and

   (f) perform any other legal services as counsel for the
       Debtors that may be required by the Debtors or the
       Bankruptcy Court.

Mr. Hutchison assures the Court Stinson will take appropriate  
steps to avoid unnecessary duplication of services provided by  
other professionals employed by the Debtors.

Stinson's duties as special counsel include, without limitation,  
representation of the Debtors in all matters adverse to certain  
creditors and parties-in-interest where the Debtors' general  
bankruptcy counsel, Skadden, Arps, Slate, Meagher & Flom, LLP, is  
precluded from representing the Debtors.

Paul M. Hoffmann, a partner at Stinson, assures Judge Venters  
that the firm's partners and associates:

   (a) do not have any connection with the Debtors or their
       affiliates, their creditors, the United States Trustee or
       any person employed in the Office of the United States
       Trustee, or any other significant party-in-interest, or
       their attorneys and accountants; and

   (b) do not hold or represent any interest adverse to the
       estates.

During the year prior to the Petition Date, Stinson received  
$250,000 from the Debtors in payment of professional fees and  
expenses.

Additionally, Mr. Hoffmann discloses that Stinson received a  
$180,000 retainer for fees and expenses to be rendered to the  
Debtors during these chapter 11 cases.  Stinson has applied the  
retainer as a credit against the Debtors' account.

The amount of fees and expenses to be paid in the future will be  
as determined and allowed by the Court on a basis of hourly rates  
and actual costs incurred or other basis as the Court will  
authorize.

The firm's hourly rates for 2004 are:

         Partners                $225 - 400
         Associates               130 - 210
         Paralegals               100 - 150
         Legal Assistants          80 - 120
         Document Clerks           50 -  80

Mr. Hoffman assures the Court that Stinson has not shared or  
agreed to share any of its compensation from the Debtors with any  
other person, other than a partner of the firm.

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. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTRAWEST CORP: Pays $395 Mil. to Holders of 10.50% Senior Notes
----------------------------------------------------------------
Intrawest Corporation successfully completed its tender offer and
consent solicitation relating to the $394.16 million principal
amount of its 10.50% Senior Notes due February 1, 2010.

Intrawest's offer to purchase any or all of the outstanding 2010
Notes (expired at midnight, New York time, on Wednesday,
October 13, 2004).  A total of $359,921,000, or 91.3%, of the
aggregate outstanding principal amount of 2010 Notes was validly
tendered in the Offer prior to the Expiration Date.  Intrawest
accepted for payment the 2010 Notes tendered prior to the
Expiration Date and paid on October 15, 2004 total consideration
of $395,002,589 (comprised of purchase price, consent payment and
accrued interest) to the holders of the 2010 Notes so tendered.  

Holders of 2010 Notes who tendered prior to 5:00 p.m., New York
time, on September 28, 2004 (the "Consent Date") will receive a
purchase price of $1,076.03 per $1,000 principal amount of 2010
Notes tendered (of which $10.00 is a consent payment), and holders
of 2010 Notes who have tendered after the Consent Date, but prior
to the Expiration Date, will receive a purchase price of $1,066.03
per $1,000 principal amount of 2010 Notes tendered.

As previously announced, Intrawest executed on the Consent Date a
first supplemental indenture to the indenture governing the 2010
Notes, the effect of which is to eliminate substantially all of
the restrictive covenants contained in the indenture.  Upon
acceptance for payment of the tendered 2010 Notes, the terms of
the first supplemental indenture have become operative.

Intrawest Corporation operates and develops village-centered
resorts.  Intrawest owns or controls 10 mountain resorts in North
America's most popular mountain destinations, including Whistler
Blackcomb, a host venue for the 2010 Winter Olympic Games.  
Intrawest also owns Sandestin Golf and Beach Resort in Florida and
has a premier vacation ownership business, Club Intrawest.
Intrawest is developing five additional resort villages at
locations in North America and Europe.  The company has a 45 per
cent interest in Alpine Helicopters Ltd., owner of Canadian
Mountain Holidays, the largest heli-skiing operation in the world.
Intrawest is headquartered in Vancouver, British Columbia.  For
more information, visit http://www.intrawest.com/

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Moody's Investors Service assigned a B1 rating to Intrawest
Corporation's U.S. dollar-denominated 7.5% senior unsecured note
offering, due 2013 and Canadian dollar-denominated 7.5% senior
unsecured note offering, due 2009, for an aggregate amount of
approximately US$325 million.  In addition, these rating actions
were taken by Moody's:

   * Ratings assigned:

     -- U.S. dollar-denominated 7.5% senior notes, due 2013
        rated B1

     -- Canadian dollar-denominated 7.5% senior notes, due 2009
        rated B1

   * Ratings affirmed:

     -- Senior implied rating at Ba3
     -- Senior unsecured issuer rating at B1
     -- US$350 million 7.5% senior notes due 2013 rated B1
     -- US$125 million 10.5% senior notes due 2010 rated B1
     -- US$135 million 10.5% senior notes due 2010 rated B1
     -- US$125 million 10.5% senior notes due 2010 rated B1

The ratings outlook is stable.


KAISER ALUMINUM: Ferazzi Wants to Retain Risk Int'l as Consultant
-----------------------------------------------------------------
Anne M. Ferazzi, the legal representative for the Future Silica,
CTPV and Hearing Loss Claimants, sought and obtained the United
States Bankruptcy Court for the District of Delaware's approval to
retain Risk International Services, Inc., as her Insurance
Coverage Consultant.

Ms. Ferazzi relates that Kaiser Aluminum Corporation and its
debtor-affiliates have been covered by a number of insurance
policies that may be obligated to provide indemnity coverage to
the Debtors with respect to claims for personal injury arising
from exposure to silica or coal tar pitch volatiles.  The Debtors'
coverage under these policies is a significant asset of the
Debtors' estate.  Pursuit of those claims will require substantial
investigation into the policies which have covered the Debtors and
the extent of coverage.

Ms. Ferazzi selected Risk International because of its expertise
and experience in analyzing insurance coverage and recovery
issues.  Over the past twelve years, Risk International has
located over $40,000,000,000 in missing policy limits for its
insurance research clients and has further recovered over
$350,000,000 in insurance payments for long-tail environmental and
toxic tort claims.

Risk International has agreed to:

   (a) advise Ms. Ferazzi regarding matters of Debtors'
       insurance coverage available for payment of claims of
       silica-related and CTPV-related disease claims, including
       gaps in coverage, overlapping coverage provided by
       multiple carriers and availability of excess insurance
       coverage;

   (b) exchange correspondence and information with insurance
       carriers regarding claims and defenses and provide
       settlement analyses to Ms. Ferazzi; and

   (c) render other necessary advice as Ms. Ferazzi may require.

Risk International will be compensated for its services in
accordance with its normal hourly rates.  The hourly rates for the
professionals who will provide services to Ms. Ferazzi are:

          Name                Position            Hourly Rate
     --------------     ---------------------     -----------
     David Anderson     Senior Claims Counsel        $260
                        Olathe, Kansas

     Wendy Cressman     Senior Claims Examiner        150
                        Cleveland, Ohio

Risk International's rates are subject to periodic adjustment to
reflect economic, experience and other similar factors.  Ms.
Ferazzi says Risk International has not received a retainer in
this case.

David P. Anderson, Esq., a director at Risk International, attests
that the Firm and its professionals do not have any connection of
any kind or nature with the Debtors, their creditors or other
parties connected with the Chapter 11 cases.

Risk International estimates its compensation for fees and
reimbursement for its reasonable expenses for the first three
months of employment to be $50,000.

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, represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KATELMAN FOUNDRY: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Katelman Foundry, Inc.
        PO Box 589
        Council Bluffs, Iowa 51502

Bankruptcy Case No.: 04-06254

Type of Business:  The Company manufactures structural and
                   miscellaneous steel for commercial and
                   industrial construction.  See
                   http://www.katelmanfoundry.com/

Chapter 11 Petition Date: October 8, 2004

Court: Southern District of Iowa (Des Moines)

Judge: Lee M. Jackwig

Debtor's Counsel: Donald F. Neiman, Esq.
                  Jeffrey D. Goetz, Esq.
                  Bradshaw, Fowler, Proctor & Fairgrave
                  801 Grand Avenue #3700
                  Des Moines, Iowa 50309-2727
                  Tel: 515-246-5877
                  Fax: 515-246-5808

Total Assets: $2,413,536

Total Debts:  $1,297,065

Debtor's 19 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Vulcraft                      Trade debt                $231,128
PO Box 3066
Omaha, Nebraska 68103-0066

B-S Steel of Kansas, Inc.     Trade debt                $110,657
PO Box 15139 Fairfax
Kansas City, Kansas 66115

Namasco                       Trade debt                 $58,947
3212 East 19th Court
Des Moines, Iowa 50313

Midwest Mfg. & Welding        Trade debt                 $57,381

Norfolk Iron & Metal Co.      Trade debt                 $51,530

All Steel Products, Inc.      Trade debt                 $20,425

Vogel West Inc.               Trade debt                 $14,417

Sheffield Steel Corporation   Trade debt                 $14,360

Valmont Ind.                  Trade debt                 $10,956

The Bilco Company             Trade debt                  $6,037

Abstract Painting &           Trade debt                  $4,540
Decorating, Inc.

Curtis Welding &              Trade debt                  $4,331
Fabrication Inc.

Cardinal Home Products        Trade debt                  $3,164

Sullivan & Ward, PC           Trade debt                  $3,000

Waters and Daughters, LLC     Trade debt                  $2,000
Drafting and Design

Nebraska Welding, Ltd.        Trade debt                  $1,833

Hilti, Inc.                   Trade debt                  $1,641

Midwest Industrial Tools      Trade debt                  $1,503

R & B Wagner, Inc.            Trade debt                  $1,318


LAIDLAW INT'L: Greyhound Ratifies New Collective Bargaining Pacts
-----------------------------------------------------------------
Greyhound Lines, Inc., a wholly owned subsidiary of Laidlaw
International, Inc. (NYSE: LI), released the following statement
from Stephen E. Gorman, president and chief executive officer.

"We have been informed by the leadership of the International
Association of Machinists and Aerospace Workers (IAM&AW) that the
members have ratified new collective bargaining agreements with
the company.  The ratification of the new agreements is good news
for Greyhound customers and employees. These agreements are
another important step toward building sustainable profitability
and ensuring we are a viable business in the future."

The agreements become effective Oct. 1, 2004 and expire on
Sept. 30, 2007.  More than 300 employees are represented under the
new agreements.

Greyhound is the largest North American provider of intercity bus
transportation, serving more than 3,300 destinations with 18,000
daily departures across the continent. The company also provides
Greyhound PackageXpress (GPX), as well as Greyhound Travel
Services including vacation packages, charters, sightseeing and
shore services.  For fare and schedule information and to buy
tickets call 1-800-231-2222 or visit the Web site at
http://www.greyhound.com

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc., -- http://www.laidlaw.com/-- is  
North America's #1 bus operator. Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada. Laidlaw filed for chapter
11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No. 01-
14099). Garry M. Graber, Esq., at Hodgson Russ LLP represents the
Debtors. Laidlaw International emerged from bankruptcy on June 23,
2003. (Laidlaw Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LAKE AT LAS VEGAS: S&P Assigns Low-B Ratings to Facilities
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issuer credit
rating to Lake at Las Vegas Joint Venture and LLV-1 LLC.  At the
same time, Standard & Poor's assigned its 'BB' bank loan rating to
a $360 million senior first lien credit facility and its 'B+' bank
loan rating to a $100 million senior second lien credit facility
provided to Lake at Las Vegas Joint Venture and LLV-1 LLC.
Additionally, '1' recovery ratings are assigned to both
facilities.

The 'BB' rated first lien facility is rated higher than the co-
issuer credit ratings; this and the '1' recovery rating indicate
that bank lenders can expect a full recovery of principal in the
event of a default.  The outlook is stable.

"The ratings reflect an operating cash-flow stream that remains
largely contingent upon potentially cyclical land sales from
within the Lake Las Vegas Resort, a maturing master-planned
community located in Henderson, Nev.," said Standard & Poor's
credit analyst James Fielding.  "Risks associated with a very
narrow geographic concentration are partially mitigated by
favorable housing supply and demand characteristics within the Las
Vegas market, a substantial investment in infrastructure that
favorably positions this higher-end lake-front community relative
to other master-planned communities in the marketplace, and
moderate levels of rapidly amortizing debt relative to the value
of real estate held for sale."

Despite the likely easing of recently robust growth, favorable
longer-term supply and demand characteristics in the Las Vegas
market are expected to support the underlying value of this large,
and concentrated parcel of land.  In the longer-term, the credit
profile of the borrowers could improve as land parcels are sold
and the bank loans are repaid, resulting in improved loan-to-value
ratios.


MARKWEST ENERGY: S&P Rates Planned $200M Sr. Unsec. Notes B+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to midstream natural gas master limited partnership
MarkWest Energy Partners L.P.

At the same time, Standard & Poor's assigned its 'B+' rating to
the company's proposed $200 million senior unsecured notes due
2014.  The outlook is stable.

The Denver, Colorado-based company will have about $200 million of
debt outstanding after issuing the notes.

Proceeds from the note offering will be used to repay the amount
currently drawn under the company's bank credit facility and for
general corporate purposes.  The borrowings were used to complete
the company's acquisition of gas gathering and processing assets
in eastern Texas for $240 million.  MarkWest's management plans to
add a processing facility to the system in Texas, which was
acquired in July in an effort to improve its competitiveness in a
highly competitive area.

The ratings for MarkWest Energy reflect a below-average business
and financial profile that incorporates the influence of the
credit quality of its general partner, MarkWest Hydrocarbon Inc.

Weaknesses include:

   (1) a financial profile that exhibits commodity price
       sensitivity that is relatively high for an MLP,

   (2) a short operating history in a region--the Southwest--that
       is the probable source of much of its future growth, and

   (3) the small scale of its operations relative to competitors
       and its MLP peers.

Strengths include:

   (1) a long history of operations in its core Appalachian region
       (a stable gas-producing basin),

   (2) a recognition of the need to reduce commodity price risk
       that should improve its business risk profile over time,
       and

   (3) a growth strategy that is aimed at greater geographical and
       operational diversification that will help reduce its
       reliance on MarkWest Hydrocarbon.

The stable outlook relies on continued efforts to manage the
unpredictable natural gas gathering and processing cash flows and
a prudent acquisition strategy that focuses on risk minimization
and diversification as much as on the ability to increase unit
distributions.

Steady progress in reducing financial risk is also implicit in the
rating, with targeted interest coverage approaching 2.5x for
earnings and 4x for cash flow.  MarkWest Energy's capital
structure should remain weighted more heavily toward equity to
preserve credit quality.


MASTEC INC: Names C. Robert Campbell as Exec. Vice Pres. & CFO
--------------------------------------------------------------
MasTec, Inc. (NYSE: MTZ) has appointed C. Robert Campbell as its
Executive Vice President and Chief Financial Officer.  Mr.
Campbell has over 25 years of senior financial management
experience.  Immediately prior to joining MasTec, he was Executive
Vice President and CFO for TIMCO Aviation Services, Inc.

At TIMCO, he headed all financial and legal functions and was
instrumental in its restructuring and turnaround.  Prior to TIMCO,
Mr. Campbell was the President and CEO of BAX Global, Inc. and
Executive Vice President-Finance and CFO for Advantica Restaurant
Group, Inc. From 1974 until 1995, Mr. Campbell held various senior
management positions with Ryder System, Inc., including 10 years
as Executive Vice President and CFO of its Vehicle Leasing and
Services Division.

Mr. Campbell, who is a Certified Public Accountant, has a Bachelor
of Science degree in Industrial Relations from the University of
North Carolina, an MBA from Columbia University and a Master of
Science in Accounting from Florida International University.

Austin J. Shanfelter, MasTec's President and CEO stated, "Bob
Campbell's appointment as our new CFO is another big step in
rebuilding our corporate team.  In looking at candidates for the
CFO position, we wanted an individual with not only strong
financial and accounting skills, but one who also had a successful
track record in strategic planning and a keen sense of customer
service.  We found all of those skills in Bob.  He brings with him
a wealth of experience and is committed to enhancing our financial
reporting and long- range planning and providing better service to
our expanding customer base."

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

                          *     *     *

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

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

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

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

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

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

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


MAXIM CRANE: Files Amended Joint Plan of Reorganization
-------------------------------------------------------
Maxim Crane LLC and its debtor-affiliates filed with the U.S.
Bankruptcy for the Western District of Pennsylvania their Amended
Joint Plan of Reorganization.  A full-text copy of the Plan is
available for a fee at:

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

Under the terms of the Plan:

    * administrative claims;
    * DIP Facility claims;
    * priority tax claims;
    * other priority claims; and
    * other secured claims

will be paid in full on the Effective Date.

General Unsecured claims will receive, on the Effective Date,
their pro rata share of New Series B Warrants.  Equity interests
holders and any stock options, warrants, including the OPCO Note
claims and the HOLDCO Debenture claims will be cancelled and the
Debtors obligations will be discharged.  

The Reorganized Debtors will emerge as two separate corporate
entities:

  * Reorganized Maxim Crane Holdings and
  * Reorganized Maxim Crane.

The operation of the Reorganized Debtors will be funded from
existing cash balances and from the Emergence Credit Facility of
$300 million.

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. Case No. 04-27861) on
June 14, 2004.  Douglas Anthony Campbell, Esq., at Campbell &
Levine, LLC, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated debts and assets of over $100 million.


MERRILL LYNCH: Class H's S&P Rating Tumbles to D
------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes from Merrill Lynch Mortgage Investors Inc.'s mortgage
pass-through certificates series 1998-C2.  Concurrently, the
rating on one other class has been lowered, and the ratings on
four other certificates from the same series are affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that adequately support the existing ratings.  

The lowered rating reflects anticipated losses connected to the
specially serviced assets.  In addition, the lowered rating on
class H reflects ongoing liquidity issues regarding the
certificate's receipt of timely interest and the likelihood that
cumulative interest shortfalls will be repaid.

As of Sept. 16, 2004 the trust collateral consisted of 277 loans
with an aggregate outstanding principal balance of $780.0 million,
down from 401 loans amounting to $1.1 billion at issuance. The
master servicer, Wachovia Securities N.A. provided recent net cash
flow debt service coverage -- DSC -- figures for 71.1% of the
pool. Based on this information, Standard & Poor's calculated a
weighted average DSC of 1.52x, up from 1.42x at issuance.  The
pool has experienced eight losses aggregating to $23.5 million
(2.2%).

The top 10 loans have:

   * an aggregate outstanding balance of $134.6 million (17.3%);
     and

   * reported a 2003 weighted average DSC of 1.31x, down from
     1.33x at issuance.

Because the ninth-largest loan did not report any 2003 financial
data, the DSC figure from the first-half 2004 was used in this
calculation.  The fourth- and sixth-largest loans did not report
any 2003 financial data and both of these loans have been paid in
full subsequent to the Sept. 16, 2004 remittance report.  As part
of its surveillance review, Standard & Poor's reviewed recent
property inspections provided by Wachovia for assets underlying
the top 10 loans, and all these assets were characterized as
"good" or "excellent."  There is one top 10 loan in special
servicing, and two of the top 10 loans are on Wachovia's
watchlist.

There are 18 assets with an aggregate balance $48.4 million (6.2%)
that are with the special servicer, GMAC Commercial Mortgage
Corp.:

   -- Three of these assets are REO (2.0%),

   -- three are more than 90-plus days delinquent (1.0%),

   -- one is 60-plus days delinquent (0.1%), and

   -- the remaining specially serviced loans (3.4%) are current in
      their debt service payments.

The seventh-largest asset in the trust is REO and consists of a
109,000-sq.-ft. office building in St. Louis, Missouri with an
outstanding balance of $12.4 million (1.6%). The sole tenant
vacated the building in 2001 after it was acquired by Tyco
International.  The tenant continued to pay rent until May 2003
when the loan was transferred to the special servicer for monetary
default.  Since then, one tenant signed a lease, and occupancy at
the property now stands at approximately 20.0%.

Standard & Poor's anticipates more than a moderate loss upon
liquidation.  The two other REO assets are secured by lodging
properties in Rock Hill, South Carolina with outstanding balances
of $1.7 million (0.2%) and $1.5 million (0.2%), respectively. Each
asset also has approximately $0.7 million in outstanding servicer
advances. Standard & Poor's expects substantial losses upon the
disposition of both assets.

Two other loans that were specially serviced as of the last
remittance date are no longer in the trust collateral.  This
includes a lodging asset located in San Francisco, California with
a total exposure of $6.5 million that was liquidated for
$5.4 million.  A $2.4 million loan on an office building in
Jacksonville, Florida has been repaid in full.  

In addition to these assets, seven loans (all secured by lodging
properties) with an aggregate balance of $14.5 million (1.9%) have
been transferred back to the master servicer subsequent to the
September remittance report.  Only one of the six remaining loans
in special servicing has a balance in excess of $2.0 million, and
Standard & Poor's expects a significant loss only on the lodging
property in Edinburg, Texas, which has a $1.4 million balance.

The master servicer's watchlist consists of 69 loans with an
aggregate balance of $169.0 million (21.7%) and includes two of
the top 10 loans.

The fourth-largest loan has an outstanding balance of
$14.3 million and is secured by a 144-unit health care property in
Lincolnshire, Illinois.  The loan was transferred to the watchlist
because its 2002 DSC was 0.81x, a figure that has increased to
1.12x in 2003.

The sixth-largest loan was also reported on the watchlist, but
this loan has paid off in full subsequent to the latest remittance
report.  The Horizon Court Office Building, a single-tenant,
114,000-sq.-ft. property in Columbus, Ohio, has an outstanding
balance of $10.7 million; this is the only other loan on the
watchlist with a balance in excess of $8.0 million.  This loan
appears on the watchlist because the tenant that occupies the
entire building has a lease that expires in April 2005.  The
tenant has not indicated if it will remain in the building.  The
remaining loans on the watchlist appear primarily due to DSC or
occupancy issues and 20 of these loans have a balance of less than
$1.0 million.

The collateral in this transaction is located in 35 states, with
more than 40.0% of the concentration in:

            * California (17.4%),
            * Texas (16.0%), and
            * New York (8.3%).

Property concentrations are found in:

            * multifamily (38.9%),
            * retail (27.2%), and
            * lodging (13.1%) assets.

Standard & Poor's stressed the specially serviced loans, loans on
the watchlist, and other loans with credit issues in its analysis.
The resultant credit enhancement levels adequately support the
raised, affirmed, and lowered ratings.
   
                         Ratings Raised
   
             Merrill Lynch Mortgage Investors Inc.
       Mortgage Pass-Through Certificates Series 1998-C2
   
                   Rating
        Class   To        From   Credit Enhancement (%)
        -----   --        ----   ----------------------
        B       AAA       AA                      31.3
        C       AAA       A                       23.6
        D       A-        BBB                     14.5
        E       BBB+      BBB-                    12.4
   
                         Rating Lowered
    
             Merrill Lynch Mortgage Investors Inc.
       Mortgage Pass-Through Certificates Series 1998-C2
   
                   Rating
       Class   To         From   Credit Enhancement (%)
       -----   --         ----   ---------------------
       H       D          CCC                      1.3
   
                        Ratings Affirmed
   
             Merrill Lynch Mortgage Investors Inc.
       Mortgage Pass-Through Certificates Series 1998-C2
   
            Class   Rating   Credit Enhancement (%)
            -----   ------   ----------------------
            A-2     AAA                       35.5
            F       B                          4.8
            G       B-                         4.1
            IO      AAA                          -


MORGAN STANLEY: Fitch Assigns Low-B Ratings to Four Cert. Classes
-----------------------------------------------------------------
Morgan Stanley Dean Witter Capital I Inc., commercial mortgage
pass-through certificates, series 2000-LIFE1, are affirmed by
Fitch Ratings:

   -- $66.1 million class A-1 at 'AAA';
   -- $439 million class A-2 at 'AAA';
   -- Interest only class X at 'AAA';
   -- $22.4 million class B at 'AA';
   -- $25.9 million class C at 'A';
   -- $8.6 million class D at 'A-';
   -- $17.2 million class E at 'BBB';
   -- $6.9 million class F at 'BBB-';
   -- $13.8 million class H at 'BB+';
   -- $6.9 million class J at 'BB';
   -- $5.2 million class K at 'BB-';
   -- $13.8 million class L at 'B';

The $1.7 million class G and the $11.1 million class M are not
rated by Fitch.

The rating affirmations reflect the consistent loan performance
and minimal reduction of collateral balance since issuance.  As of
the September 2004 distribution date, the pool's collateral
balance has decreased 7.3% to $638.6 million from $689 million at
issuance.

Wells Fargo Bank, N.A., the master servicer, provided year-end
2003 financials for 89% of the loans by balance.  The YE 2003
weighted average debt service coverage ratio -- DSCR -- improved
to 1.58 times (x) from 1.50x at issuance.  Five loans (5.7%)
reported year-end 2003 DSCRs below 1.00x.

Three loans (1.9%) are currently in special servicing.  The
largest specially serviced loan (1.2%) is secured by a multifamily
property in Marietta, Georgia.  The property is real estate owned
(REO) and is currently listed for sale.

The second largest specially serviced loan (0.4%) is secured by an
office property located in Hudson, Ohio.  The loan transferred to
the special servicer in 2003 when the sole tenant at the property
vacated its space and ceased paying rent.  The loan is currently
in foreclosure and a deed in lieu has been negotiated with the
borrower.  In addition, the borrower is being required to turnover
the lease termination fee.


NORTEL NETWORKS: Completing Transfer of Operations in 1st Quarter
-----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) and its principal
operating subsidiary, Nortel Networks Limited, provided a status
update pursuant to the alternative information guidelines of the
Ontario Securities Commission. These guidelines contemplate that
the Company and NNL will normally provide bi-weekly updates on
their affairs until such time as they are current with their
filing obligations under Canadian securities laws.

The Company and NNL reported that there have been no material
developments in the matters reported in their status updates of
June 2, 2004, June 29, 2004, July 13, 2004, July 27, 2004, August
10, 2004, August 19, 2004, September 2, 2004, September 16, 2004
and September 30, 2004.

                     Flextronics Transaction

Nortel Networks announced earlier an update concerning the status
of the agreement announced June 29, 2004, for the Company to
divest certain manufacturing operations and related activities to
Flextronics. In the earlier update, Nortel Networks confirmed the
transfer of the optical design operations and related assets in
Ottawa, Canada and Monkstown, Northern Ireland is expected to
close in the fourth quarter of 2004 while the transfer of the
Montreal manufacturing activities, originally planned for the
fourth quarter of 2004, is now expected to be completed in the
first quarter of 2005.

As previously announced, the balance of the divesture is
anticipated to close in the first half of 2005, subject to
completion of the required information and consultation processes
with the relevant employee representatives. As part of the closing
schedule, the transfer of the Calgary manufacturing activities is
anticipated to close in the second quarter of 2005. The change in
schedule is not expected to have a material effect on Nortel
Networks 2004 year end cash balance or the previously announced
timeline for anticipated cost savings from related internal
efficiencies.

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

                          *     *     *

As reported in the Troubled Company Reporter on June 25, 2004,
Standard & Poor's Ratings Services said that its long-term
corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. remain on CreditWatch with
developing implications, where they were placed Apr. 28, 2004.

As previously reported, Standard & Poor's lowered its 'B' long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'.


NORTHWEST AIRLINES: Reaches Tentative Agreement with Pilots
-----------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC), the parent of
Northwest Airlines, has reached a tentative agreement with its
pilots, represented by the NWA unit of the Air Line Pilots
Association International (ALPA).

The agreement is subject to approval by the ALPA Master Executive
Council and ratification by Northwest Airlines pilots.  The
agreement also calls for a satisfactory restructuring of
Northwest's $975 million revolving credit facility, prior to
contract implementation.

The tentative agreement includes:

   -- $300 million in annual labor cost savings from the company's
      pilots and its salaried workers with pilots contributing
      $265 million in annual wage;

   -- benefit and other contract changes; and

   -- salaried and management employees taking $35 million in
      annual salary and benefit reductions.

If all of the terms of the tentative agreement are satisfied,
pilot and salaried employee labor cost reductions could be
effective as early as Dec. 1, 2004.

Northwest currently is in contract discussions with
representatives of the International Association of Machinists and
Aerospace Workers, and the Transport Workers of America.
Preliminary contract discussions will commence in the coming weeks
with the:

   -- Aircraft Mechanics Fraternal Association,
   -- Professional Flight Attendants Association,
   -- Northwest Airlines Meteorology Association, and
   -- Aircraft Technical Support Association.

Northwest Airlines is the world's fifth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo, and Amsterdam,
and approximately 1,500 daily departures.  Northwest is a member
of SkyTeam, a global airline alliance partnership with Aeromexico,
Air France, Alitalia, Continental Airlines, CSA Czech Airlines,
Delta Air Lines, KLM Royal Dutch Airlines, and Korean Air.  
SkyTeam offers customers one of the world's most extensive global
networks.  Northwest and its travel partners serve more than 900
cities in more than 160 countries on six continents.

At June 30, 2004, Northwest Airlines Corp.'s balance sheet showed
a $2,421,000,000 stockholders' deficit, compared to a
$2,011,000,000 deficit at Dec. 31, 2003.


OGLEBAY NORTON: Tort Claimants Make Pitch for Official Committee
----------------------------------------------------------------
A group representing 13,000 people alleging injury from exposure
to asbestos-containing products and 480 individuals alleging
injury from exposure to silica products asks the U.S. Bankruptcy
Court for the District of Delaware to direct the U.S. Trustee to
appoint an official tort claimants' committee in the chapter 11
cases involving Oglebay Norton Company and its debtor-affiliates.  
The group says the Official Committee of Unsecured Creditors does
not adequately represent the interests of the 96,000 claimants the
Debtors know about to date.  

Judge Rosenthal denied an earlier bid by these tort claimants for
an official committee on Aug. 24, 2004.  The group hopes that
Judge Rosenthal's decision to deny confirmation of the company's
chapter 11 plan will inspire a different ruling this time around.  
The group says that insurance information and the company's
ability to pay tort claims in the future is critical to
understanding whether any future plan is or isn't a good deal.  

                   The Problematic Plan

As previously reported, Judge Rosenthal denied confirmation of the
Second Amended Joint Plan of Reorganization filed by Oglebay
Norton Company and its debtor-affiliates on July 23, 2004.  
Unsecured commercial creditors liked the Plan because it proposed
to reinstate their claims or pay them in full in cash.  The
holders of the Company's Senior Subordinated Notes accepted the
Plan's proposal to swap their bonds for an equity stake the
Reorganized Company, delivering about a quarter-on-the-dollar in
value to the noteholders.  Current shareholders were slated to
receive warrants to purchase new equity in exchange for their
existing shares.  Personal injury tort claimants didn't like the
Plan at all.  Judge Rosenthal rejected the Debtors' proposal for
generic "pass-through" treatment for the asbestos and silica tort
claims, rather than a concrete, supportable proposal to resolve
and pay these claims.

             Exclusivity Intact for the Moment

At the Debtors' behest, Judge Rosenthal approved an extension of
the company's exclusive plan filing period afforded under 11
U.S.C. Sec. 1121 through October 20, 2004.  Judge Rosenthal
granted a concomitant extension of the company's exclusive period
to solicit acceptances of a plan through December 20, 2004.

Headquartered in Cleveland, Ohio, Oglebay Norton Company, mines,
processes, transports and markets industrial minerals for a broad
range of applications in the building materials, environmental,
energy and industrial market.  The Company and its debtor-
affiliates filed for chapter 11 protection on February 23, 2004
(Bankr. D. Del. Case Nos. 04-10559 through 04-10560).  Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger represents the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $650,307,959 in total
assets and $561,274,523 in total debts.


OPTIMAL GEOMATICS: Equity Deficit Narrows to $1 Mil. at July 31
---------------------------------------------------------------
Optimal Geomatics Inc., TSX-V: OPG reported its financial results
for the second quarter ended July 31, 2004.  

Optimal's second quarter revenue was $1.8 million, an increase of
32% over the $1.3 million of revenue in the preceding quarter, and
an increase of 12% over revenue for the same period of the
previous year.  Year-to-date revenue was $3.1 million, an increase
of 32% compared to the same period last year.

The net loss for the six months ended July 31, 2004 was $575,488,
a significant improvement compared to the net loss of $1.4 million
during the same period last year, an increase in net loss of
$16,789 compared to the net loss of $186,233 in the first quarter
of the current fiscal year.  This increase in the net loss is due
to the movement of the Canadian dollar.  The Company experienced a
cash outflow of $86,983 from operating activities in the current
quarter compared with a cash outflow from operating activities of
$300,657 in the preceding quarter and $161,647 in the same quarter
of the prior year.  The Company ended the quarter with cash and
cash equivalents of $317,880.

Optimal Geomatic's balance sheet shows a $1,025,067 stockholders'
deficit at July 31, 2004, compared to a $2,491,415 deficit at
April 30, 2004.

Business highlights for the quarter and to the time of reporting:

    -- Record revenue of $1.8 million for second quarter and
       $3.1 million YTD

    -- Received contract from Central Networks (UK), to supply
       pole testing and analysis services of their overhead power
       line networks

    -- Received additional contracts from existing customers,
       Connectiv, and United Utilities

    -- Received contracts from Gas Service Utility Companies,
       Oklahoma Natural Gas, and Kansas Gas Service

Colum Caldwell, President and CEO commented, "Optimal has
continued to create new opportunities and retain strong
relationships with our current customers this quarter.  Contracts
won in this quarter have helped the Company build on its
creditability in the marketplace and steadily strive to be a
leader in the electric and pipeline outsourcing industry. The
Company is growing stronger quarter on quarter."

                       Financial Changes

The following summarized the major changes that the Company has
made to our financial statements at this time to comply with the
prevailing Canadian Institute of Chartered Accountants Handbook
requirements and recommendations, as well as to promote the
efficiency and professionalism in financial information delivery
and presentation.

   A. The Company incorporated two changes in accounting policies,
      namely Stock-based Compensation and Foreign exchange
      translation.  The Stock-based compensation compliance is
      mandatory for fiscal years beginning on or after
      Jan. 1, 2004, that means the current fiscal period
      (February 1, 2004 to October 31, 2004) falls into this
      mandatory period.  For all prior periods up to last fiscal
      year end of January 31, 2004, the total stock-based
      compensation expense restated was $121,454.  For the current
      fiscal year, Optimal expensed $23,605 and $20,162 in each of
      the first and second quarter respectively.

      As at the quarter end July 31, 2004 with the amendment to
      the original Stock Option Plan 2,285,000 stock options have
      been granted and are outstanding.  These changes now allow
      for a wider more equitable distribution of stock based
      compensation throughout every level of the organization.

   B. The second accounting policy change is the method of foreign
      currency translation of the accounts of the Company's UK
      subsidiary.  The Company determined that our UK subsidiary
      is a self-sustaining subsidiary and hence the current rate
      method for translation should be used as their operations
      are primarily independent, revenue and cost are based on its
      local market, and their result of operations are expected to
      be sufficient to finance day-to-day activities beginning the
      current fiscal year.  The advantage of adopting this
      translation method is that the results of operations will
      not be distorted by the translation gain or losses as these
      gains or losses are presented as a component of shareholders
      equity unless there is significant reduction in the
      investment of the subsidiary.  The Company has deferred $32K
      and $26K of translation loss on the Q1 and Q2 balance sheets
      respectively by applying this more appropriate translation
      method.
      
      Colum Caldwell adds, "The UK organization has seen
      significant changes to its circumstances and is now
      financially and operationally independent from the Vancouver
      office.  I wish to congratulate Nigel Appleton, the Managing
      Director in the UK and his team for their outstanding
      performance over the past year."

Besides the two accounting policy changes, Optimal has also
restated it's January 31st, 2004 audited financial statements and
its Q1 interim financial statements in order to comply with the
CICA Handbook Section 3860 on financial instruments.  The adoption
of the Section 3860 involves assigning a fair value, using the
Black-Scholes option-pricing model, to the convertible feature of
liabilities and allocating that fair value to equity.  The Company
is required to apply the Handbook section on both convertible
debentures and convertible loans payable by allocating a portion
of the liabilities to equity, which represents the fair value of
their convertible feature, and then amortize the allocated value
to interest expense on a straight line basis over the term of
debentures or the expected life of the loan.  The effect on the
prior year of the restatement is, that we amortized a total of
$161,376 in additional interest expense related to the
amortization of the discount of the debentures and loans payable
for the year ended January 31, 2004 (and $50,593 for year ended
January 31, 2003).  For the current fiscal year, the interest
expense amortized was $56,278 for each of Q1 and Q2.

Although with the redemption and conversion of the debentures, the
adoption of the policy at this time may seem a mute point. The
Company believes it is best practice at this time to deal with
this technical accounting issue on financial instruments.
In order to comply with applicable securities rules Optimal re-
filed the First Quarter financial statements incorporating the
above changes and adoptions.  The Company also re-stated and re-
issued our annual report for the year-ended January 31st, 2004
since Handbook section 3860 was not applied on the debentures and
loans payable outstanding in that period and the amount involved
is $161,376.

The changes to the presentation of the financial statements will
act as an enhancement in the efficiency and professionalism in
financial information delivery.  The amended Q1 financial
statements will adopt the new statement presentation format as in
the Q2 financial statements.

Optimal's fiscal year end has changed from January 31 to October
31, effective October 31 2004.  This will allow the Company to
communicate its fourth quarter results in a fashion, which is
clearer for the financial community.

Two of Optimal's Debenture holders, Patonhill Investments Limited
and KARL consultants Limited converted their debentures with
principal amount of $1.2 million and $393,500 respectively into
common shares of the Company at a price of $0.29 per share.  The
accrued interest outstanding at the time of the conversion
Sept 3, 2004 will be repaid out of funds generated from operations
and any ensuing financing.  The final debenture holder, Custom
House Capital Limited whose principal amount is $392,800 is
redeeming its debentures as at Oct 18, 2004.

Colum Caldwell commented, "The conversion and redemption of these
debentures removes $1.9 million of long term debt from the balance
sheet and greatly improves the financial health of the Company. I
would like to thank the debenture holders for their investment in
Optimal in 2002, when sales from the financial year ending January
2002 were only $398,580.  They showed great belief in the future
operations of the Company."

There will be a conference call today, Oct 18 at 9:30am PST to
discuss the results of our second quarter.  Analysts, investment
professionals, shareholders, members of the media, and other
interested parties who wish to participate can dial in by calling
604-899-1159 for Vancouver participants and 403-232-6311 outside
Vancouver, then dial pass code 20315 followed by the number sign.
Alternatively, you can listen to the playback by visiting the
website after the call, http://www.optimalgeo.com/

Optimal Geomatics specializes in providing highly accurate aerial
mapping solutions to a customer-base, which is primarily composed
of Electric and Gas utilities.  Optimal employs a number of aerial
surveying systems, including its proprietary technology for data
acquisition, and applies innovative technology, techniques, and
expertise for in-house processing.  The Company's unique mapping
products and services help utilities reduce cost, improve
efficiency, and better-manage their assets by turning raw data
into highly valuable geospatial information and engineering
reports.  Optimal's customers include many of the major utilities
across North America and the United Kingdom.


PACIFIC CROSSING: Wants Plan-Filing Period Extended to March 31
---------------------------------------------------------------
Pacific Crossing Ltd. wants its exclusive period during which to
propose and file a chapter 11 plan extended through Mar. 31, 2005.
The trans-Pacific fiber optic cable owner also wants its exclusive
period in which to solicit acceptances of that plan stretched to
May 31, 2005.  The company is continuing to explore asset sale
transactions and has to resolve disputes with Asia Global Crossing
and Global Crossing Ltd.  before a coherent and confirmable plan
can be proposed.  

The Honorable Peter J. Walsh will review the Company's request at
a hearing on October 21, 2004.  

Pacific Crossing Ltd. and its subsidiaries operate the PC-1
undersea fiber optic cable system.  The PC-1 system, which
represents the state-of-the-art in subsea cable installations, is
a self-healing fiber optic telecommunications network with a
bi-directional design capacity of 640 gigabytes per second and is
approximately 20,900 kilometers or 13,000 miles in length.  The
system has landing stations in Grover Beach, Calif.; Harbour
Pointe, Wash.; Ajigaura, Japan; and Shima, Japan, and currently
operates at a capacity of 180 Gbps.  PCL and its subsidiaries
filed for Chapter 11 protection July 19, 2002 (Bankr. D. Del. Case
No. 02-12088).


PACIFIC ENERGY: Will Release 2004 3rd Quarter Results on Oct. 27
----------------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX), will release its third
quarter 2004 financial results on Wednesday, October 27, 2004,
after the market closes.  A conference call to discuss the third
quarter results will take place on Thursday, October 28, 2004, at
2:00 pm Eastern Time.  The dial in number for the live call is
800-259-0251, and the passcode is 50466777.

The call will be available one hour after the end of the
conference call and will be replayed for one week by dialing 888-
286-8010 and using 27345728 as the passcode.  The call will also
be available both live and via replay on the Pacific Energy
Partners, L.P. website at http://www.PacificEnergy.com/


Pacific Energy Partners, L.P. (Moody's, Ba2 Corporate Credit
Rating) is a Delaware limited partnership headquartered in Long
Beach, California.  Pacific Energy Partners is engaged principally
in the business of gathering, transporting, storing and
distributing crude oil and other related products in California
and the Rocky Mountain region.  Pacific Energy Partners generates
revenues primarily by charging tariff rates for transporting crude
oil on its pipelines and by leasing capacity in its storage
facilities. Pacific Energy Partners also buys, blends and sells
crude oil, activities that are complimentary to its pipeline
transportation business.


PACIFIC GAS: Names Robert Howard as California Gas Transmission VP
------------------------------------------------------------------
Pacific Gas and Electric Company's board of directors has elected
Robert T. Howard as vice president of California Gas
Transmission.  This appointment became effective on Sept. 27,
2004.

Mr. Howard, 51, will oversee the utility's 5,700-mile natural
gas transmission pipeline system.  Prior to joining Pacific Gas
and Electric Company, Mr. Howard served as vice president and
general manager with Gas Transmission Northwest, a subsidiary of
National Energy and Gas Transmission, and formerly a subsidiary of
Pacific Gas and Electric Company.  Mr. Howard held a series of
positions of increasing responsibility during his 14 years of
service with GTN, including serving as vice president of pipeline
operations and vice president of rates and regulatory affairs.

Before joining GTN in 1990, Mr. Howard was a principal at
Barakat, Mr. Howard and Chamberlin, a utility consulting firm that
he co-founded in 1984.  Mr. Howard previously worked for Pacific
Gas and Electric Company and Southern California Edison Company in
a variety of supervisory and analytical roles in the 1970s and
early 1980s.

Mr. Howard currently serves on the board of directors for the
Interstate Natural Gas Association of America and on the
Executive Committee for the INGAA Foundation.  He is also
chairman of the Industry Strategy Committee for the National
Association of State Fire Marshals on pipeline safety.

Mr. Howard earned a bachelor's degree in economics from the
University of Texas at Arlington in 1974 and a master's degree in
economics from Claremont.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy
News, Issue No. 84; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PAXSON COMMS: Seeks Declaratory Ruling on Redemption of NBC Shares
------------------------------------------------------------------
Paxson Communications Corporation (AMEX:PAX) filed its answer and
a counterclaim to the suit filed in the Delaware Chancery Court
August 2004 by NBC Universal, Inc., a subsidiary of General
Electric Company (NYSE:GE).

Paxson's answer largely denies the allegations of the NBC
complaint, in which NBC is challenging the 16.2% dividend rate
established Sept. 15, 2004, with respect to the Series B
Convertible Preferred Stock investment held by NBC.  The Company's
counterclaim seeks a declaratory ruling that Paxson is not
obligated to redeem, and will not be in default under the terms of
the Investment Agreement under which NBC made its initial
$415 million investment in the Company if Paxson does not redeem,
the Series B Preferred Stock held by NBC on or before Nov. 13,
2004.  NBC delivered a notice of demand for redemption on Nov. 13,
2003, and has since alleged, both through statements to the press
and in its complaint filed in Delaware, that the Company is
obligated to redeem, and will be in default if it does not redeem,
NBC's investment on or before Nov. 13, 2004.

Lowell W. Paxson, Chairman and CEO, said: "We decided that it was
in the best interests of our shareholders and the investment
community to have the court confirm that under the plain and
unambiguous terms of the Investment Agreement, we are not
obligated to redeem the NBC preferred investment by November 13,
2004, and will not be in default under the Investment Agreement if
we do not redeem NBC's investment."

NBC's delivery of its Nov. 13, 2003 notice of demand for
redemption commenced a one year period during which the Company
could, but is not obligated to, redeem the Series B Preferred
Stock held by NBC.  The Investment Agreement provides that the
Company would be required to redeem the Series B Preferred Stock
only if, during such one year period, the Company's debt and
preferred instruments permitted such a redemption and the Company
had the funds on hand to complete such a redemption.  During the
one-year period that will end Nov. 13, 2004, the Company has not
been permitted under the terms of its debt and preferred covenants
to redeem the Series B Preferred Stock investment of NBC nor has
the Company had funds on hand to consummate such a redemption.  It
is highly unlikely that either of these conditions will be
satisfied on or before Nov. 13, 2004. The Company is not required
to redeem NBC's investment, and will not be in default under these
circumstances because under the terms of the Investment Agreement,
the Company is not obligated to redeem NBC's Series B Preferred
Stock unless both conditions are satisfied.

A more complete summary of the terms of the Company's agreements
with NBC is contained in the Company's Annual Report on Form 10-K
for the fiscal year ended Dec. 31, 2003, as filed with the
Securities and Exchange Commission.

             About Paxson Communications Corporation

Paxson Communications Corporation owns and operates the nation's
largest broadcast television distribution system and PAX TV, a
family television programming network.  PAX TV reaches 87% of U.S.
television households via nationwide broadcast television, cable
and satellite distribution systems.  For more information, visit
PAX TV's website at http://www.pax.tv/

                          *     *     *

As reported in the Troubled Company Reporter on August 27, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Paxson Communications Corp. to 'B-' from 'B' due to the
lack of convincing progress toward completing a strategic
transaction that would boost liquidity.

The outlook is negative.  The West Palm Beach, Florida-based
television station owner and operator had approximately
$978.8 million of debt outstanding on June 30, 2004.

"The rating action reflects Standard & Poor's concerns that Paxson
has not executed a strategic transaction, including either an
investment by a strategic partner or an outright sale of the
company, that assures long-term liquidity," said Standard & Poor's
credit analyst Alyse Michaelson.  In the absence of a viable
longer-term strategy, concerns related to the cash flow generating
capabilities of Paxson's assets, its onerous debt burden with
certain debt requiring cash interest in 2006, and the redemption
request by the National Broadcasting Company, Inc., have
intensified.  Liquidity is far from sufficient to fund NBC's
roughly $575 million redemption request, although the redemption
request cannot trigger a default.


PREMIER FARMS: Seeks to Dismiss Bankruptcy Case
-----------------------------------------------
Donald H. Molstad, Esq., at Molstad Law Firm asks the U.S.
Bankruptcy Court for the Northern District of Iowa, Western
Division, to dismiss the chapter 11 proceeding of Premier Farms
LC.

The Debtor has decided to ask that its chapter 11 case be
dismissed after the Court rejected its Disclosure Statement this
past August.

A full-text copy of that inadequate Disclosure Statement is
available for a fee at:

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

The Court will consider the Debtor's request tomorrow, October 19,
2004, at 1:30 p.m.

Headquartered in Clarion, Iowa, Premier Farms, is a livestock
breeder.  The Company filed for protection on August 12, 2003
(Bankr. N.D. Iowa Case No. 03-04632).  Donald H. Molstad, Esq., in
Sioux City, Iowa, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $22,614,949 in total assets and $93,907,881
in total debts.


PREMIER FARMS: U.S. Trustee Raises Concerns about Case Dismissal
----------------------------------------------------------------
Habbo G. Fokkena, the U.S. Trustee for the Northern District of
Iowa objects to Premier Farms, LC's motion to dismiss its chapter
11 proceeding.

The U.S. Trustee points out four things the Debtor hasn't done
while under chapter 11 protection:

    a) the Debtor did not file and serve its monthly reports for
       July, August, September and October;

    b) the quarterly fee for the second quarter of 2004 was
       underpaid by $2,000;

    c) the Debtor owes an estimated quarterly fee of $10,000 for
       the third quarter of 2004; and

    d) the Debtor owes a quarterly fee for the partial fourth
       quarter of 2004.

The U.S. Trustee wants these four deficiencies cured before the
case is dismissed.

Headquartered in Clarion, Iowa, Premier Farms, is a livestock
breeder. The Company filed for protection on August 12, 2003
(Bankr. N.D. Iowa Case No. 03-04632).  Donald H. Molstad, Esq., in
Sioux City, Iowa, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $22,614,949 in total assets and $93,907,881
in total debts.


RCN CORP: Court Approves Amended Disclosure Statement
-----------------------------------------------------
RCN Corporation and certain of its subsidiaries filed an Amended  
Plan and Disclosure Statement on Oct. 12, 2004.  At the  
Oct. 13, 2004 hearing, Judge Drain finds that the Debtors'  
Amended Disclosure Statement contains adequate information within  
the meaning of Section 1125 of the Bankruptcy Code.  Accordingly,  
the Court approves the Debtors' Amended Disclosure Statement.

Objections to the Disclosure Statement are overruled to the  
extent not withdrawn or resolved.

The Court will consider the confirmation of the Debtors' Amended  
Plan on Dec. 8, 2004, at 10:00 am.  Parties who wish to object to
the confirmation of the Debtors' Amended Plan must file their
objections by Nov. 30, 2004, at 4:00 pm.  Only timely filed and
served written objections will be considered.

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


RCN CORP: Summary of Amended Plan & Disclosure Statement
--------------------------------------------------------
RCN Corporation and its debtor-affiliates' Amended Plan of
Reorganization filed on Oct. 12, 2004, provides for certain
modifications to the classification and treatment of claims.  
Pursuant to the Debtors' Amended Plan of Reorganization:

   (A) Bank Claims in Class 2 will be repaid in full in cash.
       The aggregate amount of Allowed Class 2 Bank Claims is
       estimated at $432.5 million, less any principal payments
       in accordance with the Cash Collateral Order;

   (B) Evergreen Claims in Class 3 will be reinstated as modified
       pursuant to the New Evergreen Credit Agreement;

   (C) Holders of RCN General Unsecured Claims in Class 5 will
       receive their pro rata share of Cash distribution equal to
       no more than $12,500,000 as well as their pro rata share
       of 100% of the shares of Reorganized RCN common stock,
       subject to dilution by:

       -- the exercise of the management incentive options and
          the new warrants; and

       -- the conversion of any convertible second-lien notes;

   (D) Holders of Subsidiary General Unsecured Claims will
       receive Cash distribution equal to 100% of the amount of
       each Allowed Subsidiary General Unsecured Claim; and

   (E) If the holders of RCN General Unsecured Claims, as a
       class, vote to accept the Plan:

       -- the holders of Preferred Interests in Class 7 will
          receive new warrants to purchase Reorganized RCN common
          stock equal to 1.75% of the new common stock, if the
          holders of Preferred Interests, as a class, vote to
          accept the Plan; and

        -- the holders of Class 8 Equity Interests will receive
           new warrants to purchase Reorganized RCN common stock
           equal to 0.25% of the new common stock.

The new warrants will be exercisable into 2% of the new common  
stock of Reorganized RCN, before giving effect to the management  
incentive options and conversion of any convertible second-lien  
notes, at a strike price of $34.16 per share.  The new warrants  
will vest as of the Plan Effective Date.

The Debtors anticipate that the aggregate amount of the Allowed  
Subsidiary General Unsecured Claims will be less than $500,000,  
excluding any amounts to resolve, by way of litigation or  
otherwise, the claims of Chicago Access Corporation and the City  
of Chicago, asserted against Debtors RCN Cable TV of Chicago,  
Inc., and 21st Century Telecom Services, Inc.

In the event the Allowed Subsidiary General Unsecured Claims in  
all Class 6 sub-classes aggregate in excess of $500,000,  
excluding the claims of Chicago Access and the City of Chicago,  
the Official Committee of Unsecured Creditors, as co-proponent of  
the Plan, reserves the right to withdraw or further modify the  
Plan with respect to one or more subsidiary Debtors to impair the  
treatment of Class 6 Subsidiary General Unsecured Claims.

The Debtors intend to fund the Amended Plan with proceeds from  
the closing of the exit facility by and between Reorganized RCN,  
certain of its subsidiaries, and Deutsche Bank.

              Changes to Evergreen Credit Agreement

The Debtors outline the salient modifications to the New  
Evergreen Credit Agreement:

   (a) Maturity will be 7-3/4 years from the Plan Effective Date;

   (b) Interest rate will be:

          12.5%  from the Effective Date through and including
                 March 31, 2006, and will be payable quarterly,
                 in-kind; and

           6.25% payable quarterly in cash, and
           6.95% payable quarterly in-kind from April 1, 2006,
                 through and including the maturity date.

       In any quarter, the Debtors may elect, with Deutsche
       Bank's consent, to pay the full amount of interest for
       that quarter in cash at 12.5% interest rate;

   (c) Mandatory prepayment provisions will be modified to the
       extent necessary so that they are no more favorable to
       Evergreen than similar provisions in the Exit Facility;

   (d) Obligations and liens will be subordinated to the Exit
       Facility obligations on terms substantially similar to
       those currently set forth in the Evergreen Credit
       Agreement;

   (e) Representations, warranties, covenants, and events of
       default will be modified as necessary so that the terms
       of the New Evergreen Credit Agreement are no more
       restrictive to the Debtors and their subsidiaries than
       the terms of the Exit Facility; and

   (f) Covenants will be additionally modified to permit the
       incurrence of the obligations in respect of the Exit
       Facility.

                  Convertible Second-Lien Notes

Pursuant to the Amended Plan, Reorganized RCN may choose to issue  
Convertible Second-Lien Notes in lieu of the Second-Lien Notes  
contemplated by the Exit Facility.  In this event, Reorganized  
RCN will issue Convertible Second-Lien Notes in a transaction or  
transactions exempt from registration under the Securities Act by  
reason of Section 4(2) of the Securities Act.

The principal terms of any Convertible Second-Lien Notes issued  
by Reorganized RCN under the Plan are:

   Authorization:  $150 million principal amount, with each
                   $1,000 note initially convertible into 41.667
                   shares of New Common Stock, equal to 14.5% of
                   the common stock of Reorganized RCN subject to
                   dilution by the Management Incentive Options

   Total Issued:   6,250,000 shares of common stock

   Term:           7-1/2 years after the Effective Date

   Coupon:         Assuming that the Convertible Second-Lien
                   Notes are secured by a first lien on the
                   equity in the RCN subsidiary that owns the
                   equity interests in Megacable S.A. de. C.V.,
                   the Convertible Second-Lien Notes will bear
                   interest at an annual rate equal to:

                   * 4.5% if $100 million principal amount of
                     the Convertible Second-Lien Notes is
                     issued;

                   * 5% if $125 million principal amount of
                     the Convertible Second-Lien Notes is
                     issued; and

                   * 6% if $150 million principal amount of
                     the Convertible Second-Lien Notes is issued.
  
                   Assuming that the Convertible Second-Lien
                   Notes are secured by a second lien on the
                   equity in the RCN subsidiary that owns the
                   equity interests in Megacable, the Convertible
                   Second-Lien Notes will bear interest at a rate
                   per year equal to:

                   * 6.5% if $100 million principal amount of
                     the Convertible Second-Lien Notes is issued;

                   * 7% if $125 million principal amount of the
                     Convertible Second-Lien Notes is issued; and

                   * 7.5% if $150 million principal amount of the
                     Convertible Second-Lien Notes is issued.

                   Interest will be paid semi-annually,
                   commencing on the six-month anniversary of the
                   Effective Date.

                   In the event of a change of control of
                   Reorganized RCN, holders of the Convertible
                   Second-Lien Notes may require Reorganized RCN
                   to purchase the Convertible Second-Lien Notes
                   at a principal amount equal to 101% of par
                   plus accrued interest and a premium designed
                   to protect holders against the effects of a
                   change in control, which may include a make-
                   whole premium or adjustment to the conversion
                   rate.  Signatories to any commitment letter in
                   connection with Convertible Second-Lien Notes,
                   including members of the Creditors Committee,
                   will share Pro Rata in a commitment fee of 1%
                   of the principal amount of the Convertible
                   Second-Lien Notes.  Any commitment will remain
                   outstanding until January 31, 2005.  The RCN
                   Companies may purchase an extension of the
                   commitment to February 28, 2005, for an amount
                   equal to 0.25% of the principal amount of the
                   Convertible Second-Lien Notes, payable on or
                   before January 15, 2005.

                   A further extension to March 31, 2005, may be
                   purchased for an equal amount, payable on or
                   before February 15, 2005.  Any extension fees
                   will be shared Pro Rata by signatories to the
                   commitment letter, as extended.  There is no
                   definitive agreement on the terms of any
                   Convertible Second-Lien Notes.  Thus, there
                   can be no assurance that the terms ultimately
                   governing any notes will be as favorable to
                   RCN as those described.

   Collateral:     RCN's obligations under the Convertible
                   Second-Lien Notes will be guaranteed by each
                   of its direct and indirect domestic
                   subsidiaries.  RCN's obligations under the
                   Convertible Second-Lien Notes and the
                   obligations of the subsidiary guarantors will
                   be secured by a second lien on:

                   (1) substantially all of RCN's and each
                       subsidiary guarantor's present and future
                       tangible and intangible assets, including,
                       without limitation, all receivables,
                       contract rights, securities, inventory,
                       equipment, real estate, intellectual
                       property, promissory notes and all of the
                       equity interests in each of the subsidiary
                       guarantors; and

                   (2) at least 65% of the total outstanding
                       voting stock in each of RCN's, or any
                       subsidiary guarantor's, foreign
                       subsidiaries.

                   The Convertible Second-Lien Notes will be
                   junior only to the lien securing the term
                   loans under the Exit Facility, but not on the
                   Convertible Second-Lien Notes which will rank
                   pari passu in right of payment with the senior
                   first-lien financing.

                   The Convertible Second-Lien Notes will also be
                   secured by a first lien or second lien, as the
                   case may be, on the equity in the RCN
                   subsidiary that owns the 48.93% equity
                   interest in Megacable.

                            Megacable

Megacable, S.A. de. C.V., is the largest cable television  
provider in Mexico.  The Debtors disclose that in January 1995,  
the RCN Companies, through a wholly owned subsidiary, purchased a  
40% equity interest in Megacable from Mazon Corporativo, S.A. de.  
C.V.  In July 1999, the RCN Companies' ownership interest in  
Megacable increased to 48.93%.  The RCN Companies do not have  
management control over Megacable's operations and presently do  
not receive cash dividends from it.

               New Common Stock Registration Rights

Under the New Common Stock Registration Rights Agreement, the  
Amended Plan provides that Reorganized RCN will, among other  
things:

   * use its commercially reasonable efforts to cause the Shelf
     Registration to be declared effective by the Securities and
     Exchange Commission not later than the 90th day after the
     date of its initial filing; and

   * keep the Shelf Registration effective for a period ending on
     the earlier of the date:

     -- on which all covered securities have been sold pursuant
        to the Shelf Registration or otherwise;

     -- on which all covered securities are eligible to be sold
        without volume or manner of sale restrictions under Rule
        144 under the Securities Act except as otherwise provided
        in the New Common Stock Registration Rights Agreement;

     -- that is the three-year anniversary of the date on which
        the Shelf Registration statement is declared effective by
        the Securities and Exchange Commission; and

     -- when there are no remaining Registerable Securities
        outstanding.

        Convertible Second-Lien Notes Registration Rights

Any initial sale of the Convertible Second-Lien Notes is expected  
to be exempt from registration as a private placement pursuant to  
Section 4(2) of the Securities Act.  Reorganized RCN will have:

   (a) 60 days after the date of the filing with the SEC of its
       Form 10-K for the fiscal year ended December 31, 2004, to
       file a shelf registration statement with the SEC to
       register the Convertible Second-Lien Notes and the shares
       of common stock of Reorganized RCN underlying the
       Convertible Second-Lien Notes; and

   (b) 90 days after the date of the filing of the Notes Shelf
       Registration Statement to cause the Notes Shelf
       Registration Statement to become effective.

In no event will the Notes Shelf Effective Deadline be later than  
September 30, 2005.  Reorganized RCN will keep the Notes Shelf  
Registration Statement effective for three years following the  
Notes Shelf Effective Deadline.

Reorganized RCN will pay a penalty equal to 25 basis points per  
annum on the Convertible Second-Lien Notes for each quarter, up  
to eight quarters, during any period that Reorganized RCN fails  
to:

   -- file the Notes Shelf Registration Statement by the Filing
      Deadline;

   -- cause the Notes Shelf Registration Statement to be declared
      effective  by the Notes Shelf Effective Deadline; or

   -- cause the Notes Shelf Registration Statement to be declared
      effective by September 30, 2005.

Reorganized RCN will list the New Common Stock on the New York  
Stock Exchange or NASDAQ National Market Systems within 90 days  
of the Notes Shelf Effective Deadline.  Failure to list the New  
Common Stock within the 90-day period will result in a penalty  
equal to 25 basis points per annum, payable by Reorganized RCN on  
the Convertible Second-Lien Notes for each quarter, up to eight  
quarters, during any period that the listing has not occurred.

              Valuation of the Reorganized Debtors

The Amended Plan states that the valuation of the Reorganized  
Debtors does not give effect to any possible dilution due to  
conversion of any Convertible Second-Lien Notes that are issued  
under the Plan or the effect of the possible exercise of the  
right of first refusal to acquire Pepco Communications, LLC's  
interest in Starpower Communications, LLC, if the purchase is  
funded by additional borrowings under the Exit Facility.

                       Starpower and Pepco

Starpower is a Delaware limited liability company formed in 1997  
as a joint venture between RCN Telecom Services of Washington,  
D.C., Inc., and Pepco.  RCN DC is a wholly owned subsidiary of  
the RCN Companies and is not a Debtor in the Chapter 11 Cases.
RCN DC and Pepco each own 50% membership interests in Starpower.

On July 28, 2004, Pepco advised RCN DC that Pepco received an  
offer to purchase all of Pepco's membership interests in  
Starpower for $29 million.  The parties have agreed that RCN DC  
will have until October 29, 2004, to exercise its election to  
purchase Pepco's membership interests.

If the election is made after October 15, 2004, RCN DC will pay  
Pepco an additional $100,000 in cash consideration at closing.   
If the election is made after October 22, 2004, RCN DC will pay  
Pepco another $100,000 in cash consideration at closing.

No amounts are due if RCN DC does not exercise its election to  
purchase Pepco's membership interest.

The parties have agreed that, if RCN DC exercises its election,  
they will endeavor to close any transaction as promptly as  
reasonably practicable under the circumstances, but in no event  
later than December 31, 2004, unless the parties otherwise agree.

RCN DC has not yet made any election with respect to the purchase  
of Pepco's membership interests in Starpower.  RCN DC is in the  
process of carefully analyzing the proposed purchase terms and  
the economics of a proposed acquisition by RCN DC.  However,  
based on its assessment to date, RCN DC's preliminary intention  
is to elect to purchase Pepco's membership interests.

A blacklined copy of RCN's Amended Reorganization Plan is  
available at no charge at:

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


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


RELIZON COMPANY: Moody's Affirms B1 Ratings on Three Facilities
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 ratings on the Relizon
Company's senior secured bank credit facilities following the
announcement that Relizon Holdings LLC has reached a definitive
agreement to sell its marketing solutions subsidiary, The Relizon
eCRM Company (doing business as Epsilon Data Management), which
was acquired in November 2001 and generates approximately 15% of
the company's total revenues, for approximately $300 million.

Ratings affirmed include:

   * $9.9 million senior secured tranche A term loan facility, due
     2009 -- B1

   * $210 million senior secured tranche B term loan facility, due
     2011 -- B1

   * $40 million senior secured revolving facility, due 2009 -- B1

   * Senior Implied rating -- B1

   * Issuer rating -- B3

The rating outlook is stable.

The company intends to amend its current bank facilities in order
to use a substantial majority of the proceeds from the asset sale
to make a distribution to its shareholders, the largest of which
is the Carlyle Group, which acquired the business from The
Reynolds and Reynolds Company in August 2000.  In addition to
amending the credit facilities to permit the distribution, the
company intends to reduce outstanding debt by $30 million.

The ratings confirmation reflects the company's strong competitive
position, improved operating performance and focused management,
which are balanced against financial risk, associated with high
financial leverage and reduced free cash flow, which will result
from the asset sale.  In addition, Moody's believes that despite
losing some business product diversity and economic scale with
this transaction, Relizon's remaining businesses will continue to
maintain a leading market position in traditional printing
products, which pro forma for the divestiture of Epsilon will
represent more than half of total sales, and billing solutions.
The rating is constrained by the limited scale and scope of the
business in an industry where size brings with it many economic
benefits, particularly given the substantial fixed cost structure.

The stable outlook is predicated on continued improvement in
operating performance, the maintenance of significant liquidity
through internally-generated free cash flow and availability under
the $40 million revolver, especially given recent working capital
gains that could potentially reverse and increased capital
spending, and financial leverage remaining below 3.5x adjusted
debt-to-consolidated EBITDA and lease and pension adjusted debt-
to-consolidated EBITDAR below 5.0x.

After a few years of generally unfavorable economic conditions
resulting in organic revenue declines and operating margin
contraction, the company's operating performance has improved due
to a stabilizing revenue base that has benefited from aggressive
customer acquisition and an improving economic environment and
cost cutting, including the rationalization of its fixed plant,
both of which have resulted in more stable EBIT margins over the
last few quarters.

In addition to generally unfavorable economic conditions creating
soft customer demand, Moody's believes the industry is
experiencing secular pressure from electronic disintermediation,
particularly in the forms and labels business, which is one of
Relizon's specializations.  With the drop in demand, the
competitive landscape has been marred by printing overcapacity and
pricing pressure given the industry's large fixed cost bases that
have gone underutilized.  While Relizon has increased its market
share, EBIT margins have suffered contracting from fiscal 2001 to
fiscal 2003.

Moody's expects Relizon will continue to participate in the wave
of consolidation occurring in the printing industry as that is
where most growth will occur given waning demand for traditional
print products and the benefits of economic scale.  The company's
revenues represent just 5% of the U.S. conventional form products
industry and an even smaller amount of the total $155 billion
total U.S. print industry.  The overall print industry remains
fragmented, with less than 10 companies generating revenues of
more than $1 billion, and approximately 50 companies with revenues
of more than $100 million.

Despite potential debt-financed acquisitions and the cash
distribution to shareholders, Moody's expects the company will
keep adjusted debt-to-adjusted EBITDA financial leverage below
3.5x and lease adjusted debt-to-adjusted EBITDAR below 5.0x.  
While this transaction and an increase in capital expenditures
over the next couple of years will result in a lower level of free
cash flow generation, Moody's anticipates free cash flow-to-debt
will remain fairly stable.  Should the company diverge from these
levels significantly, there will be some pressure on the B1
ratings.

The secured credit facility is rated at parity with the senior
implied rating as it represents the preponderance of Relizon's
debt structure with no perceived junior capital beneath this
senior-most debt.  Relizon was acquired by the Carlyle Group in
2000 for 5.1 times EBITDA, and Epsilon was acquired by Relizon for
5.3 times EBITDA in 2001. Based upon these multiples, senior
secured lenders enjoy only modest asset protection in a downside
scenario.  The Issuer rating is rated two notches below the senior
implied rating, signaling the lack of asset protection afforded to
creditors below the senior secured level to the extent that senior
unsecured debt is raised in the future.  Notably, the book value
of Relizon's capital assets falls substantially short of its debt
obligations.

Relizon Company is a privately owned provider of document
marketing and billing solutions.  The company is based in Dayton,
Ohio.


REMINGTON ARMS: Profit Erosions Cue Moody's to Pare Low-B Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Remington
Arms Company, Inc. reflecting the company's weakened financial
position following profit erosion over the past several quarters.
The ratings outlook is negative.

These ratings were downgraded:

   * Senior implied rating, to B2 from B1;

   * $200 million 10.5% senior unsecured notes due 2011, to B3
     from B2;

   * Senior unsecured issuer rating to B3 from B2.

The ratings downgrade and negative outlook reflect Remington's
profit erosion since its leveraged recapitalization in fiscal
2003, which the company attributes to economic weakness and, more
recently, to seasonal product mix shifts.

Despite the sale of its Stren fishing line business for $44
million earlier this year, Remington has been unable to maintain
credit measures appropriate for its prior rating category.

In particular, Moody's notes that LTM June 2004 debt-to-EBITDA
(adjusted for seasonal working capital) is around 7x and free cash
flow is negative.  In addition to the economic and seasonal
impacts, profit and cash flows have been impacted by investments
in new business initiatives in law enforcement/security, which
have uncertain returns.

Although management has recently indicated a more optimistic
outlook for the business, Moody's remains concerned about second
half operating performance given ongoing commodity price pressures
and weakening consumer spending trends.  Further rating downgrades
are likely in the event that Remington is unable to stabilize
earnings over this period and return to positive free cash flow
generation.  

In addition, the ratings could be negatively impacted if the
company increases its debt burden to fund unexpected strategic
initiatives.  Conversely, the ratings outlook could be stabilized
through a sustainable improvement in profitability that supports
debt repayment capacity (free cash flow) in the mid-single digits
as a percentage of funded debt and continued access to borrowing
lines.  In this regard, Moody's notes favorably that the bank
group has been supportive through credit agreement amendments, the
last of which permits the repayment of $5 million of the senior
notes.  Operating gains could be spurred by a rebound in industry
demand or strong acceptance of the company's new products.  The
ratings would be positively impacted by equity sponsor actions in
support of growth and profit enhancement initiatives and/or debt
repayment.

Remington's weakened financial condition heightens ongoing rating
concerns, including high regulatory and product liability risks
and the discretionary nature of its products.  Sales also remain
largely seasonal (dependent upon the fall hunting season) and
weather sensitive.  The company continues to be faced with cash
payment requirements related to:

     (i) its underfunded pension plan ($6.4 million contribution
         expected in fiscal 2004),

    (ii) dividend payments to service interest on holding company
         notes (as governed by Remington's debt agreements), and

   (iii) potential business disruption or operational flexibility
         issues related to its significantly unionized workforce
          (approximately 42% in fiscal-year 2003) .

Notwithstanding these concerns, the ratings continue to benefit
from the company's long-standing, leading market shares in its key
categories (shotguns, rifles, and ammunition), as developed over
its 188-year history, and the relatively stable long-term demand
profile of the firearms industry.

The company's strong market positions and customer relationships
are sustained by an ongoing focus on research and development that
has consistently produced market-leading product innovations.

Remington Arms Company, Inc., with executive offices in Madison,
North Carolina, designs, manufactures, and markets rifles,
shotguns, ammunition, and hunting and gun care accessories under
the Remington name. The company's products are sold through
independent dealers, Wal-Mart and sporting goods retailers.
Remington was purchased from Dupont in 1993 by affiliates of
Clayton, Dubilier & Rice and management.  In 2003, Clayton,
Dubilier & Rice sold the majority of its equity position to
affiliates of Bruckmann, Rosser & Sherill.  The transaction was
concurrent with the company's recapitalization, which funded a
$100 million dividend.  Sales for the twelve-month period ended
June 30, 2004 were approximately $370.7 million.


RFMSII: Moody's Reviewing Ba1 Rating on 2002-HS1 Class B Issue
--------------------------------------------------------------
Moody's placed eight tranches from RFMSII Home Equity
securitizations under review for possible upgrade.  The rating
review is based on an evaluation of outstanding Closed End Second
deals.

Moody's review will focus on historical performance of the deals
and an examination of the current credit support levels, which are
mainly derived from subordination, excess spread, and insurance
when applicable.  The relative level of credit enhancement has
increased in these deals due to rapid prepayments and the deal's
lockout provisions.  In addition, while the current economic
environment caused some financial strain on borrowers, recent home
price appreciation in most major housing markets has enabled even
stressed borrowers to avoid foreclosure by selling their
properties prior to any loss being experienced on the mortgage
loans.

These deals are under review for possible upgrade:

      Securitization               Class   Current Rating
      --------------               -----   --------------
      RFMSII Home Equity 2002-HS1    M-1              Aa2
      RFMSII Home Equity 2002-HS1    M-2               A2
      RFMSII Home Equity 2002-HS1    M-3             Baa1
      RFMSII Home Equity 2002-HS1      B              Ba1
      RFMSII Home Equity 2002-HS2    M-1              Aa2
      RFMSII Home Equity 2002-HS2    M-2               A2
      RFMSII Home Equity 2002-HS2    M-3             Baa1
      RFMSII Home Equity 2002-HS2      B             Baa3


RICHARD MANNO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Richard Manno and Company Inc.
        42 Lamar Street
        West Babylon, New York 11704-0000

Bankruptcy Case No.: 04-86418

Type of Business:  The Company manufacturers and imports
                   fasteners, electronic hardware and machined
                   parts for breadboard, prototype, and production
                   applications.  See http://www.richardmanno.com/

Chapter 11 Petition Date: October 8, 2004

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Norman Klasfeld, Esq.
                  488 Madison Avenue
                  New York, New York 10022
                  Tel: 212-688-0004

Total Assets: $1,937,369

Total Debts:  $1,441,666

Debtor's 20 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
North Fork Bank               Credit Line               $198,924

James Thomas                  Promissory Notes          $120,000

Zara Instruments              Goods                      $81,508

Ferranti Steel                Materials                  $60,232

Specialty Sales               Commissions                $46,639

Connecticut Centerless        Labor                      $46,395
Grinding

P.M. Metals                   Goods & Machinery          $45,452

Citibank Advantage            Goods & Services           $44,080

McCormick Associates, Inc.    Commissions                $40,559

Morton Industrial Sales       Commissions                $39,424

Admiral Metals                Materials                  $34,625

De Haitre & Associates        Commissions                $32,897

Spartan Instrument            Goods                      $31,529

R.L. English Company          Commissions                $30,823

American Express              Goods & Services           $25,741

LM Enterprises                Commissions                $24,624

Alliance Bearing Industries   Goods                      $21,069

S.T. Screw Products           Goods                      $20,128

Mullane Sales                 Commissions                $18,903

Yunfungmetal                  Goods                      $17,988


ROCKWOOD SPECIALTIES: Moody's Rate $625 Mil. Sr. Sub. Notes B3
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings (B1 senior implied)
of Rockwood Specialties Group, Inc.  In addition, Moody's assigned
B3 ratings to Rockwood's new $625 million senior subordinated
notes due 2014.

These notes, in combination with about $490 million in equity and
$1.9 billion in credit facilities, will be used to provide long
term financing for the acquisition of four businesses of Dynamit
Nobel from mg technologies AG, and to refinance Rockwood's
existing senior subordinated credit facility.  The company's
rating outlook is negative.  The assigned prospective ratings on
the new credit facilities are moved to permanent ratings given the
receipt of audited financials on the Dynamit Nobel businesses and
full documentation on the credit facilities.  The ratings on the
prior credit facilities have been withdrawn.  

   Ratings affirmed:

      * Senior Implied -- B1

      * Issuer Rating -- B2

      * Guaranteed senior secured revolving credit facility,
        $250 million due 2010 -- B1

      * Guaranteed senior secured term loan A, $204 million due
        2011 -- B1

      * Guaranteed senior secured term loan B, $1,145 million due
        2012 -- B1

      * Guaranteed senior secured term loan C, $334 million due
        2012 -- B1

      * Guaranteed senior subordinated credit facility,
        $625 million -- B3

      * Guaranteed senior subordinated notes, $375 million due
        2011 -- B3

   Ratings issued:

      * Guaranteed senior subordinated notes, $625 million due
        2014 -- B3

The ratings take into account:

     (i) Rockwood's high leverage with debt to LTM EBITDA of 6.3
         times (using actual exchange rates and including about
         $229 million in holding company PIK debt - not rated),

    (ii) weak free cash flow initially,

   (iii) moderate interest coverage, and

    (iv) negative tangible net worth.

The ratings also reflect the significant increase in business risk
due to the size of the acquired businesses relative to Rockwood's
existing operations.  Moreover, the combination of these factors
will leave the company weakly placed in the ratings category until
it can increase free cash flow and begin to reduce debt.

The negative outlook reflects Moody's expectation that free cash
flow will be very weak during the first 12-18 months as severance
costs and important capital investments in the new businesses
prevent any meaningful reduction in debt.  In Moody's opinion,
this leaves the company exposed to unanticipated exogenous events
that could negatively impact the company's credit profile.

The B1 senior implied ratings are supported by the company's
larger size, unusual diversity of products and end markets, and
strong EBITDA margins.  Furthermore, the combined entity has
leading market positions in the vast majority of its businesses,
limited exposure to volatile energy and petrochemicals costs, high
switching costs for certain products and elevated organic growth
rates in some businesses.  

Moody's notes that adjusted EBITDA margins for the acquired
businesses were 19.6% in 2003 dropping to 17.9% for the first six
months of 2004, roughly the same as Rockwood's existing
operations.  The ratings are also supported by improvements in
Rockwood's operating performance in 2004 and support from equity
sponsors KKR and CSFB, who will contribute an additional
$425 million of new equity in the transaction for a total
investment of roughly $816 million (including $78 million of
holdco PIK notes held by KKR) since the company's recapitalization
from Laporte PLC in September 2000.

In Moody's opinion, the ratings are also supported by the
company's ability to divest several businesses to strategic buyers
at multiples that are in excess of the price paid by Rockwood.
Furthermore, Moody's believes that even in a distressed situation
the value of the businesses should cover Rockwood's outstanding
debt and operating company liabilities.

The B1 rating assigned to the senior secured credit facility
reflects the benefits and limitations of the collateral, including
the fact that a substantial portion of the company's assets and
sales are outside of North America.  Moody's believes that in a
distressed situation the collateral may not cover amounts
outstanding under the credit facilities.  Rockwood's UK subsidiary
will be able to borrow under the revolving credit facility and
Tranches A and C of the term facility.  Rockwood's obligations
under the credit facilities will be guaranteed by Rockwood
Specialties International, Inc. (Rockwood's parent), and
Rockwood's domestic subsidiaries.  

The credit facilities will be secured by an interest in
substantially all of the assets of Rockwood and its domestic
subsidiaries, with certain exceptions, and by a pledge of certain
stock and intra-company debt.  Any outstandings under the credit
facility at Rockwood's UK subsidiary, Rockwood Specialties Limited
will be securitized by the tangible assets of the UK subsidiaries
and certain assets of Rockwood's German, Canadian, Italian, and
Singapore subsidiaries.  The lenders' position is further
supported by excess cash flow provisions and limitations on
capital expenditures.  

The new senior subordinated notes will be unsecured and guaranteed
by each of the company's domestic subsidiaries on a senior
subordinated basis, excluding certain subsidiaries that are formed
in connection with receivables facilities.  The new notes rank
pari passu in right of payment with Rockwood's senior subordinated
notes due 2011.  

The B3 rating of the senior subordinated notes reflects the fact
that these obligations will be contractually subordinated to a
significant amount of senior secured debt and liabilities at the
operating companies.  Pro forma for this financing, the percentage
of senior debt in Rockwood's total capital structure will be about
47%.

Rockwood's B1 senior implied rating anticipates:

     (i) the successful integration of the acquired assets,

    (ii) reductions in cash expenses and working capital levels,

   (iii) improvements in credit metrics, and

    (iv) that revolver borrowings will primarily be used to
         support seasonal working capital needs.

Further, it assumes that the company does not issue significant
amounts of additional debt, notwithstanding provisions of the bank
and bond indentures and covenants.  The ratings could be lowered
if the company fails to achieve expected improvements in operating
income and free cash flow in 2005, if additional acquisitions are
made, if debt levels rise, or if the audited financials are
materially different from the numbers disclosed.  The outlook
could move to stable if the company raises free cash flow above
$100-125 million per year on an annual basis.

Following completion of the transaction, Moody's views Rockwood's
liquidity as adequate.  Rockwood's financial liquidity is provided
by its $250 million revolving credit facility.  Although small
relative to $2.5 billion in total revenues, seasonal working
capital swings are not large, and other liquidity demands are
expected to be modest.

Rockwood Specialties Group, Inc., headquartered in Princeton, New
Jersey, is a global producer of specialty chemicals, including
additives, specialty compounds and electronics.  Pro forma
revenues (including the contribution of the Dynamit Nobel assets)
were $2.4 billion in 2003.


SACO I TRUST: Moody's Reviewing Ba2 Rating on Class B-2 Issue
-------------------------------------------------------------
Moody's placed four tranches from SACO I Trust 2002-1
securitization under review for possible upgrade.  The rating
review is based on an evaluation of outstanding Closed End Second
deals.

Moody's review will focus on historical performance of the deals
and an examination of the current credit support levels, which are
mainly derived from subordination, excess spread, and insurance
when applicable.  The relative level of credit enhancement has
increased in these deals due to rapid prepayments and the deal's
lock-out provisions.  In addition, while the current economic
environment caused some financial strain on borrowers, recent home
price appreciation in most major housing markets has enabled even
stressed borrowers to avoid foreclosure by selling their
properties prior to any loss being experienced on the mortgage
loans.

These deals are under review for possible upgrade:

                     Class   Current Rating
                     -----   --------------
                     M-1                Aa2
                     M-2                 A2
                     B-1               Baa2
                     B-2                Ba2


SANKATY HIGH YIELD: Fitch Affirms Low-B Ratings on Classes D & E
----------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Sankaty
High Yield Partners II, L.P.  The affirmation of these notes is a
result of Fitch's annual rating review process.  These rating
actions are effective immediately:

   -- $394,941,438 senior secured revolving credit facility
      affirmed at 'AA';

   -- $237,000,000 class A first senior secured notes affirmed at
      'AAA';

   -- $57,000,000 class B second senior secured notes affirmed at
      'A';

   -- $77,000,000 class C senior subordinated secured notes
      affirmed at 'BBB';

   -- $37,500,000 class D subordinated secured notes affirmed at
      'BB';

   -- $22,500,000 class E junior subordinated secured notes
      affirmed at 'B'.

Sankaty II, a market value collateralized debt obligation that
closed on Nov. 23, 1999, is managed by Sankaty Advisors, LLC.  The
fund was established to invest in a portfolio of:

         * senior secured bank loans,
         * high yield bonds,
         * mezzanine and special situation investments, and
         * structured product transactions.

The class A notes benefit from an insurance policy provided by
Financial Security Assurance Inc.  Without giving effect to this
policy, the rating of the class A notes would be affirmed at 'AA'.

As of the Sept. 2, 2004 valuation date, the fund's portfolio was
well diversified by issuer and asset category.  The largest three
issuers, which are classified as liquid investments, represent
approximately 7% of the total market value of the fund's assets.
Performing bank loans priced at or above 90% of par represented
approximately 51% of the market value of the Sankaty II portfolio.

Sankaty Advisors has been able to maintain sufficient
overcollateralization (OC) levels while continuing to distribute
funds to the equity holders. According to the Sept. 2, 2004
valuation report, the class A, class B, class C, class D, and
class E OC tests were 110.7%, 109.4%, 106.9%, 105.7%, and 106.8%,
respectively, relative to test levels of 100% each.

It is important to note that a small portion of the fund's market
value at Sept. 2, 2004 consisted of Sankaty-affiliated CDO
positions. Fitch is satisfied with the manner in which Sankaty
Advisors is monitoring and managing these exposures.

Based on the diversity of the fund's portfolio, the cushion of the
OC tests, the conservative valuation of the semi-liquid and
illiquid investments, the continued distributions to equity
holders, and the track record and experience of Sankaty Advisors
LLC in the high-yield loan, mezzanine and special situation asset
classes, Fitch has affirmed all of the rated liabilities issued by
Sankaty High Yield Partners II, L.P.


SHAW GROUP: Posts $31 Million Net Loss for 2004 4th Quarter
-----------------------------------------------------------
The Shaw Group Inc. (NYSE: SGR) reported the financial results for
its fourth quarter and fiscal year ended August 31, 2004.  Net
income for the fourth quarter of fiscal 2004 was $10.0 million, or
$0.16 per diluted share, which includes $0.6 million, or $0.01 per
share, loss from discontinued operations.  This compares to net
income of $9.2 million, or $0.24 per diluted share, which includes
$0.1 million, less than $0.01 per diluted share, loss from
discontinued operations, for the three months ended Aug. 31, 2003.
For the fourth quarter of fiscal 2004, revenues were
$823.2 million compared to $765.1 million in the prior year's
fourth quarter.  

For the fiscal year ended August 31, 2004, the Company reported a
net loss of $31.0 million, or $0.53 per diluted share, which
includes $4.7 million, or $0.08 per diluted share, loss from
discontinued operations.  This compares to net income of
$20.9 million, or $0.54 per diluted share, which included a
$0.2 million, or $0.01 per diluted share, loss from discontinued
operations, for the year ended August 31, 2003.  Revenues for the
year ended August 31, 2004 were $3.1 billion, compared to
$3.3 billion for the year ended August 31, 2003.  

Shaw's backlog totaled $5.8 billion at August 31, 2004, a
$1.0 billion increase from the prior year. Approximately 43%, or
$2.5 billion, of the backlog is expected to be converted during
fiscal 2005.  Approximately 50% of the backlog is in the
environmental and infrastructure sector, primarily contracts with
Federal government agencies, and approximately 38% of the backlog
is comprised of projects for nuclear, fossil-fuel and other power
generation plants.  

J.M. Bernhard, Jr., Chairman and Chief Executive Officer of The
Shaw Group Inc., said, "We are very pleased with our fourth
quarter net income of $0.16 per share and positive net cash from
operations of $13 million.  This is our second consecutive quarter
of positive results in both categories, reflecting the continued
hard work of our entire Shaw team to put several difficult
projects behind us and to focus on project execution and improving
markets."  

Mr. Bernhard added, "We have continued to diversify our services.
During 2004, our revenues were less driven by large fossil-fuel
power construction projects than in prior years.  However, we have
seen signs of improvement in the fossil-fuel sector recently as
evidenced by the addition of two new combined cycle engineering
and construction projects and our FGD scrubber projects.  These
new fossil-fuel projects compliment our strong nuclear power,
process, and expanding environmental and infrastructure sectors.
As we look forward into 2005 and beyond, we are well positioned
with our premier technology and professional capabilities to
pursue the significant opportunities afforded by improving
markets, especially in the petrochemical processing and FGD
scrubber arenas."

The Shaw Group, Inc., is a leading global provider of engineering,
procurement, construction, maintenance, fabrication,
manufacturing, consulting, remediation, and facilities management
services for government and private sector clients in the power,
process, environmental, infrastructure and emergency response
markets.  A Fortune 500 Company, The Shaw Group is headquartered
in Baton Rouge, Louisiana, and employs approximately 17,000 people
at its offices and operations in North America, South America,
Europe, the Middle East and the Asia-Pacific region.  For further
information, please visit the Company's website at
http://www.shawgrp.com/

                         *     *     *

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


SMURFIT-STONE: Gets S&P's B+ Corporate Credit Rating After Merger
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Smurfit-Stone Container Enterprises Inc.,
currently known as Stone Container Corp.  This company will be the
surviving entity after the planned merger of Smurfit-Stone
Container Corp.'s two operating subsidiaries, Stone Container
Corp. and Jefferson Smurfit Corp.

At the same time, based on preliminary terms and conditions,
Standard & Poor's assigned its 'BB-' senior secured debt rating
(one notch above the corporate credit rating) and a recovery
rating of '1' to Smurfit-Stone Container Enterprises Inc.'s new
$2.322 billion credit facility.  The borrowers will be Smurfit-
Stone Container Enterprises Inc. and its wholly owned subsidiary,
Smurfit-Stone Container Canada Inc.  These ratings indicate that
lenders can expect full recovery of principal in the event of
payment default.

The new credit facility will replace two existing credit
facilities -- one at each operating subsidiary -- that mature in
2005.  The company expects to meet the merger requirements
contained in certain bond indentures.  The company is also
expected to close shortly on a new accounts receivable
securitization program to replace two existing facilities that
mature shortly.

In addition, Standard & Poor's affirmed all its existing ratings
on Smurfit-Stone Container Corp. and its subsidiaries.  The
outlook is stable.

Total consolidated debt, including off-balance-sheet accounts
receivable and lease financing, as of June 30, 2004, was
$5.4 billion.

"The planned merger of Smurfit-Stone's operating subsidiaries has
no impact on Standard & Poor's assessment of its credit quality or
that of its subsidiaries, although the organization should realize
modest cost savings and operating efficiencies by eliminating
duplicate administrative and operational functions," said Standard
& Poor's credit analyst Cynthia Werneth.

Since Smurfit-Stone was formed in 1998, Standard & Poor's assigned
the same corporate credit rating to each entity, based on the fact
that the two subsidiaries are managed as a single enterprise and
its belief that one is unlikely to go bankrupt without the other.

The ratings on Chicago, Illinois-based Smurfit-Stone Container
Corp. and its subsidiaries reflect its:

   (1) narrow product focus,
   (2) industry cyclicality, and
   (3) high debt levels.

Smurfit-Stone is the world's largest producer of containerboard
and corrugated containers.  Improving demand and pricing, together
with significant restructuring actions taken in late 2003, should
begin to meaningfully benefit results in the second half of 2004
and strengthen credit measures to levels commensurate with the
ratings.  In addition, the planned refinancings will extend the
company's debt maturity schedule and should reduce financing costs
somewhat.


SNOWVILLE FARMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Snowville Farms, LLC
        2588 North Fairfield
        Layton, Utah 84041

Bankruptcy Case No.: 04-36559

Chapter 11 Petition Date: October 12, 2004

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: M. Darin Hammond, Esq.
                  Smith Knowles & Hamilton
                  4723 Harrison Boulevard, Suite 200
                  Ogden, UT 84403
                  Tel: 801-476-0303
                  Fax: 801-476-0399

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Barnes Bank                                $500,000
33 South Main Street
Kaysville, UT 84037

Hanging T Farms                            $100,000
3585 W. Highway 38
Malad, ID 83252

First National Equipment                    $55,872

John Deere                                  $51,035

Circle B Irrigation                         $40,420

Bank One                                    $38,837

Mrs. Fields                                 $35,000

Farm Bureau                                 $22,662

Golden Spike                                $21,754

A T & T                                     $20,022

Cook Dorigatti                              $15,895

Ford Credit                                 $15,068

MBNA America                                $13,805

MBNA America                                $12,535

James Barnes, Trustee                       $12,500

Miller Gas                                  $12,003

Sherwood Mall                               $10,040

Discover Card                                $9,172

Terra Law                                    $8,495

Bank of America                              $8,436


SOUTHERN EXPOSURE INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Southern Exposure, Inc.
        aka Clearwater
        8 Alhambra Road
        Massapequa, New York 11758

Bankruptcy Case No.: 04-86515

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      On The Waterfront LLC                      04-86516

Chapter 11 Petition Date: October 12, 2004

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Edward Zinker, Esq.
                  Zinker & Herzberg, LLP
                  278 East Main Street
                  PO Box 866
                  Smithtown, New York 11787-0866
                  Tel: (631) 265-2133

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


STELCO: Monitor Ernst & Young Files 10th CCAA Restructuring Report
------------------------------------------------------------------
Stelco, Inc., (TSX:STE) announced that the Tenth Report of the
Monitor, Ernst & Young Inc., in the matter of the Company's Court-
supervised restructuring was filed on Thursday, October 14, 2004.

The Report devotes considerable attention to the Company's
proposal for a capital raising process that will be the subject of
a Court hearing tomorrow, October 19, 2004.  The Company noted
that in its Report the Court-appointed Monitor concurs with Stelco
that it is imperative that the process be commenced; expresses the
view that the proposed process is open, fair, reasonable and
provides for substantial stakeholder input, and recommends that
the Court approve the process.

Stelco, Inc. -- http://www.stelco.ca/-- which is currently  
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  Consolidated net sales in
2003 were $2.7 billion.


STELCO INC: Non-Disclosure of GM Ultimatum "Reckless", Workers Say
------------------------------------------------------------------
United Steelworkers' National Director Ken Neumann and
Ontario/Atlantic Director Wayne Fraser say Stelco Inc.'s failure
to disclose to the union that General Motors wanted the company to
reach a settlement with Local 8782 by Oct. 15 is irresponsible and
reckless.

"Meetings with company officials never included information about
GM and its concerns," said Neumann.  "Instead Stelco revealed the
Oct. 15 deadline at the last minute as a threat to the 1,000
workers at the Lake Erie operation."  Wayne Fraser added,
"Stelco's behaviour is not geared to achieving labour peace.
Instead, it is a reckless way to do business, by risking the
income generated by its largest customer.  This kind of extreme
brinkmanship doesn't reflect a company that is supposed to be on
the edge of bankruptcy.

"Our union has experience with restructuring and saving jobs in
the steel industry.  Stelco has never wanted our help.  They have
only wanted to gut our contracts and take money away from
retirees."

Stelco is now back at the bargaining table with Local 8782.

"The company has got to be held accountable for risking the
livelihoods of workers and the health of the communities that
depend on those jobs," Mr. Neumann said.  "From Edmonton to
Hamilton to Montreal, Stelco has a lot to answer for."

Last week a strike vote was held by members of Local 5220 in
Edmonton.  The result was 82 per cent in favour.  Meanwhile,
workers in all the Stelco subsidiaries report business as usual,
with gain-sharing payouts yielding as much as $1,500 per employee.  
Stelco and the union will be back in court tomorrow Oct. 19, where
the company is expected to seek support for its strategic plan.
The union will oppose any motion to sell the company off piece by
piece.


SUMMIT WASATCH: List of 6 Largest Unsecured Creditors
-----------------------------------------------------
Summit Wasatch, LLC, released a list of its 6 Largest Unsecured
Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
William Russ                                                  $0

Steven Quesenberry            Trustee for                     $0
                              Oversecured Trust
                              Deed

Thomas J. Erbin               Trustee for                     $0
                              Oversecured Trust
                              Deed

Backman-Stewart Title         Trustee for                     $0
Services, Ltd.                Oversecured Trust
                              Deed

Bank of Utah                  Trustee for                     $0
                              Oversecured Trust
                              Deed

Daniel J. Torkelson           Trustee for                     $0
                              Oversecured Trust
                              Deed

Headquartered in Tremonton, Utah, Summit Wasatch, LLC filed for
chapter 11 protection (Bankr. D. Utah Case No. 04-35773) on
September 28, 2004. Howard P. Johnson, Esq., in Salt Lake City,
Utah, represents the Company in its restructuring efforts. When
the Debtor filed for protection from its creditors, it listed
assets of $11,802,550 and debts of more than $2,621,665.


SUTTER CBO: Credit Quality Decline Spurs Moody's to Cut Ratings
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of two classes of
notes issued by Sutter CBO 2000-2 Ltd.:

   * to Ba1 (from Baa2 under review for downgrade)
      
     (1) $16,000,000 Class B-1L Floating Rate Notes; and

     (2) $24,000,000 Class B-1 9.36% Notes;

   * to Caa1 (from Ba2 under review for downgrade), the
     $19,000,000 Class B-2 11.36% Notes.

According to Moody's, this action is due to continuing
deterioration in both the par and credit quality of the collateral
pool.  Moody's reported that, as of the latest monthly report, the
transaction was violating the weighted average rating factor test
as well the Caa basket allowance.  Excluding defaulted securities,
Moody's noted that the weighted average rating factor of the
collateral pool (excluding Defaulted Securities and cash held as
Eligible Investments) was approximately 3373 (2900 limit) and the
Caa basket was 26.09% (7.5% limit).


TAHERA DIAMOND: Plans to Raise C$45 Million in Equity Financing
---------------------------------------------------------------
Tahera Diamond Corporation (TSX-TAH) filed a preliminary short
form prospectus in all provinces of Canada in connection with an
offering of common shares to raise approximately Cdn.$45 million.
The offering will be conducted through a syndicate of underwriters
led by GMP Securities Ltd., and including TD Securities Inc.,
National Bank Financial Inc., Dundee Securities Corporation,
Westwind Partners Inc. and Paradigm Capital Inc.

Tahera plans to use the net proceeds of the offering towards the
financing of the development and construction of the Jericho
Diamond Mine and for general working capital purposes.

The offering is subject to certain conditions, including the
approval of the Toronto Stock Exchange.

Tahera Diamond Corporation -- http://www.tahera.com-- is a unique  
Canadian diamond Company focused on developing its wholly owned
Jericho Diamond Project as Canada's Next And Nunavut's First
Diamond Mine.  Tahera recently entered into a letter of intent
with Tiffany & Co., one of the world's leading jewelers, with
respect to a diamond purchase, marketing, and finance agreement
for the Jericho Diamond Project.  Tahera has several other very
prospective diamond projects in Canada's prolific Slave Craton.
The common shares of the Company trade on the TSX under the symbol
'TAH'.

                         *     *     *

As reported in the Troubled Company Reporter on Troubled Company
July 29, 2004, at June 30, 2004, stockholders' deficit narrowed to
CDN$1,319,000 from a $43,340,000 deficit at December 31, 2003.


TIRO ACQUISITION: Wants to Hire Pachulski Stang as Co-Counsel
-------------------------------------------------------------
Tiro Acquisition LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Pachulski, Stang, Ziehl, Young, Jones & Weintraub PC as co-
counsel to McDonald Hopkins Co., LPA, in their reorganization.

Pachulski Stang is expected to:

    a) provide legal advice with respect to the Debtors powers
       and duties as debtors-in-possession in the continued
       management of their assets and properties;

    b) prepare and pursue confirmation of Debtors' plan and
       approval of the disclosure statement;

    c) prepare necessary applications, motions, answers, orders,
       reports and other legal papers on behalf of the Debtors;

    d) appear in Court to protect the interests of the Debtors;
       and

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

The principal attorneys and paralegals who will provide legal
services to the Debtors and their current hourly rates:

               Professional            Rate
               ------------            ----
             Laura Davis Jones         $595
             James E. O'Neill           415
             Rachel Lowy Werkheiser     295
             Timothy O'Brien            135
             Camille Ennis              135

Pachulski Stang will closely coordinate with McDonald Hopkins to
avoid duplication of services and effort.

To the best of the Debtors' knowledge, Pachulski Stang is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Southport, Connecticut, Tiro Acquisition --
http://www.tiroinc.com/-- develops, manufactures and packages  
hair care and other products for professional salons.  The Company
and its debtor-affiliates filed for chapter 11 protection on
October 12, 2004 (Bankr. D. Del. Case No. 04-12939).  When the
Debtor filed for protection, it listed more than $10 million in
assets and debts.


TRANSPORTATION TECH: Moody's Confirms Low-B & Junk Ratings
----------------------------------------------------------
Moody's Investors Service confirmed all ratings for Transportation
Technologies Industries, Inc., thereby concluding the rating
agency's review for possible upgrade.  

The review had been initiated in connection with Transportation
Tech's May 2004 filing of an S-1 registration statement for an
initial public offering, which was expected to raise approximately
$150 million of gross proceeds.  However, while Transportation
Tech has not withdrawn the registration statement, the equity
offering has stalled to this point.  The amount and timing of an
IPO transaction -- along with any corresponding debt reduction
that might directly result -- are now quite uncertain. The rating
outlook is now stable.

Moody's took these specific rating actions:

   -- Confirmed the B2 rating for Transportation Tech's
      $165 million of guaranteed senior secured first-lien credit
      facilities, consisting of:

      * $50 million revolving credit facility due March 2009;

      * $115 million term loan due March 2009

   -- Confirmed the B3 rating for Transportation Tech's
      $100 million guaranteed senior secured second-lien term loan
      due March 2009;

   -- Confirmed the Caa1 rating for Transportation Tech's
      $100 million of 12.5% senior subordinated unsecured notes
      due March 2010;

   -- Confirmed Transportation Tech's B2 senior implied rating;

   -- Confirmed Transportation Tech's B3 senior unsecured issuer
      rating.

The rating confirmations and stable outlook reflect Transportation
Tech's high existing leverage and marginal cash interest coverage,
which are consistent with levels exhibited other issuers within
the B2 senior implied rating category.  Given the uncertainty
surrounding the likelihood of execution and the allocation of
funds associated with a future IPO, Moody's is not currently
incorporating the potential impact of an equity offering into our
evaluation of the company's credit protection measures.  In
contrast, the earlier action placing Transportation Tech's ratings
on review for possible upgrade had been based upon indications
that the company would use a sizable portion of the net proceeds
from the pending IPO to reduce outstanding debt.

The rating actions are additionally supported by the fact that
Transportation Tech's much anticipated near-term reduction in
leverage through cash flow generation appears to be delayed,
despite the cyclical recoveries being realized within the
company's critical heavy duty truck and industrial end markets.

Cash from operations has fallen below expectations due to the fact
that rising raw materials costs -- most notably for scrap steel --
have been offsetting the company's otherwise improving fixed cost
absorption.  Transportation Tech's Gunite division has been the
most negatively impacted because current surcharge agreements are
only providing partial compensation for increases in the cost of
scrap steel.

The company does plan to pursue further surcharge negotiations
since costs continue to rise and demand remains strong.  The
company's Brillion division already has in place automatic monthly
or quarterly customer pricing adjustments that provide for nearly
full recovery of incremental steel materials costs.  Over the past
twelve months Transportation Tech has additionally had to invest
approximately $27 million in incremental working capital to
support the higher sales volume.  While the revenue growth is
desirable, the company has so far been unable to generate positive
free cash flow during the cyclical upturn.

The company also expects capital expenditures to be modestly above
historical run rate levels over the next few years in order to be
compliant with MACT environmental requirements.

Transportation Tech's ratings also continue to reflect the
company's leading positions in its end markets during the current
period of cyclical recovery.  The company maintains one of the
broadest portfolios of truck components and number one or number
two market positions for the majority of its products sold to the
OEM market. Liquidity provided by the $50 million revolving credit
facility continues to be adequate.  Current usage on the revolver
consists of approximately $24 million of letters of credit and
seasonal working capital support, with the company presently
maintaining full effective availability of the facility commitment
after factoring in covenant restrictions.

Future events that could negatively affect Transportation Tech's
ratings or outlook include:

     (i) an unanticipated setback to the economy that materially
         dampens the rebound of the truck markets,

    (ii) an inability to pass increasing raw materials costs on to
         customers,

   (iii) stepped up pressures from customers to lower pricing,

    (iv) a transaction that further leverages the company or
         replaces any of the pay-in-kind preferred instruments
         with more debt-like obligations,

     (v) the loss of significant contracts or market share, or a
         decline in liquidity.

Future events that have the potential to positively impact the
company's ratings or outlook include:

     (i) debt reduction achieved from operating cash flow
         generation and completion of an equity offering,

    (ii) a rebound in truck demand at the high end of expectations
         that generates substantial increases in revenues and
         fixed cost absorption,

   (iii) market share gains, substantial new business contracts,
         successful and sustainable reduction in the company's
         exposure to commodity input price risk, and

    (iv) continued progress with the company's cost cutting
         efforts.

Debt/EBITDAR (including the present value of operating leases and
off-balance sheet letters of credit as debt) declined modestly to
6.3x for the last twelve months ended June 30, 2004, compared to
6.6x during the fiscal year ended December 31, 2003.  This
leverage ratio notably excludes the approximately $177 million
current accreted value of the company's four series of PIK
preferred stock, which Moody's believes are defined by a high
degree of equity-like characteristics.  EBIT covered cash interest
by 1.3x and represented an 8.2% return on assets for the LTM
period ended June 30, 2004.  EBIT and EBITDAR used in the above
ratios were $4.4 million below reported amounts, reflecting an
environmental remediation liability recovery net of a non-
recurring impairment charge.

Transportation Tech, headquartered in Chicago, Illinois, is a
leading manufacturer of components for medium-duty and heavy-duty
trucks, buses, and specialty vehicles.  The company designs,
produces and markets a wide range of wheel-end components, complex
iron castings, truck body and chassis parts, seating systems, and
steerable axles.  Since Transportation Tech's going-private
leveraged buyout transaction in 2000, the company has been owned
by a group consisting of affiliates of Trimaran Capital Partners,
the Caravelle Investment Fund, the Albion Alliance Mezzanine Fund,
and management.  Revenues have increased by nearly 20% over the
last twelve months to approximately $500 million.


US AIRWAYS: Gets Court Nod to Cut Wages & Benefits Until Feb. 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
granted the request of US Airways and its debtor-affiliates for
interim wage & benefit reductions.  But the reductions will only
be effective until February 15, 2005, six weeks short of what the
Debtors sought.

Judge Stephen S. Mitchell specifically authorized the Debtors to
make these interim modifications to the relevant Collective
Bargaining Agreements:

   A. Air Line Pilots Association, International:

      (1) 21% base rates reduction (excluding MidAtlantic
          Airways);

      (2) 10% pension plan employer contribution rate;

      (3) suspension of the Company's obligation under the ALPA
          Agreement regarding Minimum Aircraft and Minimum Block
          Hours, as set forth in the July 2002 Restructuring
          Agreement as amended; and

      (4) provision allowing the Company's Vice President of
          Flight Operations to establish the monthly pay cap at
          85, 90 or 95 hours by Position.

   B. Association of Flight Attendants-Communications Workers of
      America

      (1) 21% base rates reduction (excluding MidAtlantic
          Airways);

      (2) suspension of the Company's obligation under the
          provisions of the parties' January 2003 Restructuring
          Agreement regarding Minimum Aircraft; and

      (3) a provision allowing the Company's Vice President of
          Inflight to increase the monthly obligation for all
          flight attendants in a given base by either five or ten
          hours.

   C. Communication Workers of America

      (1) 21% base rates reduction (excluding MidAtlantic Airways
          or Mainline Express CWA-represented employees);

      (2) suspension of the employer match contribution to the
          defined contribution retirement plan and suspension of
          the current employer base contribution, to be replaced
          with a flat 3% employer base contribution; and

      (3) non-applicability of the Company's obligations to
          maintain a minimum number of aircraft as set forth in
          the groups' January 2003 Restructuring Agreements.

   D. International Association of Machinists and Aerospace
      Workers -- Mechanics:

      (1) 21% base rates reduction;

      (2) suspension of the employer match to the employees' 401K
          plans;

      (3) non-applicability of the Company's obligations to
          maintain a minimum number of aircraft as set forth in
          the group's January 2003 Restructuring Agreement; and

      (4) provision permitting the Company to outsource all heavy
          base maintenance activities on all Airbus narrow-bodied
          and wide-bodied aircraft, provided that no mechanic and
          related employees will be furloughed as a result of the
          outsourcing.

   E. International Association of Machinists and Aerospace
      Workers -- Fleet Service:

      (1) 21% base rates reduction (excluding MidAtlantic Airways
          and Mainline Express);

      (2) reduction of employer contributions to the IAM National
          Pension Fund to a flat 3%; and

      (3) non-applicability of the Company's obligations to
          maintain a minimum number of aircraft as set forth in
          the group's January 2003 Restructuring Agreement.

   F. International Association of Machinists and Aerospace
      Workers -- Maintenance Training Specialists:

      (1) 21% base rates reduction;

      (2) reduction of employer contributions to the IAM National
          Pension Fund to a flat 3%; and
   
      (3) nonapplicability of the Company's obligations to
          maintain a minimum number of aircraft as set forth in
          the group's January 2003 Restructuring Agreement.

                   Extreme Financial Distress

As reported in the Troubled Company Reporter on October 6, 2004,
the Debtors argue they are in extreme financial distress.  Unless
industry conditions further deteriorate, the Debtors say they have
sufficient cash to operate through January 2005.  However, if they
do not accumulate cash during the next few months, there is a high
probability of irreparable harm to their asset base, material
downsizing, massive layoffs and liquidation.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explained that the Debtors must accrue roughly $200,000,000 in
additional cash by early 2005.  The only way to reduce cash
outflow is to immediately implement $38,000,000 in monthly wage
and benefit reductions.

                  Judge Mitchell Sees the Problem

"What we have here is a ticking fiscal time-bomb," Judge Mitchell
observed from the bench.  "Because the meltdown might happen some
months from now does not mean that the relief is not needed,"
Judge Mitchell indicated in his ruling granting the Debtors'
request following a four-day hearing.

                        Economic Effects

The Debtors have yet to calculate the full financial effect of the
Court's decision.  The Court's order entered Friday will cut the
average US Airways salary from $59,509 to $47,012, The Associated
Press reports.   This will put the airline's salary grade below
the other five major traditional carriers as well as Southwest
Airlines.  But wages at JetBlue and America West -- the two
carriers the Debtors seeks to emulate -- will still be less, the
AP adds.

The Debtors are pleased by the Judge's decision.  "Our request for
interim relief was a regrettable but necessary step to build cash
and assure our customers of our ability to continue operations,"
US Airways Chief Executive Officer Bruce R. Lakefield said.  
"Judge Mitchell's thoughtful and expeditious decision on this
matter, in combination with the agreement with the ATSB to allow
use of cash for the next three months, provides us with an
opportunity to successfully complete our Transformation Plan.  But
the interim relief is not a substitute for permanent relief, and
we will continue to make all our resources available to quickly
reach consensual agreements with the Association of Flight
Attendants, the Communications Workers of America, and the
International Association of Machinists," Mr. Lakefield continued.

                       Workers' Responses

The Debtors' largest labor unions, the International Association
of Machinists and the Association of Flight Attendants disputed
the wage and benefit cuts since they were first proposed.  The
unions, Bloomberg News relates, argued that the carrier failed to
prove it needs the temporary reductions to avoid going out of
business.  

The Communications Workers of America, representing customer
service and reservations agents, expects that the Debtors "will
immediately begin pressing workers for additional, longer-term
cuts in pay, benefits and working conditions."

The Flight Attendants' Union denounced the 21% pay cuts as "unfair
and excessive."  While they acknowledged that Judge Mitchell
reduced the relief from what the company originally demanded, the
cuts will still be devastating.

"Flight attendants have been targeted for punitive treatment by a
company that awarded pay raises to its non-contract employees just
prior to its bankruptcy filing, while sticking our members with an
overwhelming burden for its inept management practices," said
Perry Hayes, president of the Association of Flight Attendants-CWA
Master Executive Council at US Airways.  

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 a $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 their 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: Establishes Reclamation Claims Procedures
-----------------------------------------------------
US Airways, Inc., and its debtor-affiliates sought and obtained
the authority of the U.S. Bankruptcy Court for the Eastern
District of Virginia, on an interim basis, to implement exclusive,
global procedures for reconciliation and treatment of reclamation
claims.

Brian P. Leitch, Esq., at Arnold & Porter, relates that the
Debtors ordered a wide variety of goods from numerous domestic and
international vendors on varying credit terms.  The Goods are
delivered to the Debtors' facilities for future use.  As of the
Petition Date, the Debtors were in possession of Goods that had
been delivered, but had not been invoiced by the vendors.

Under both state law and the Bankruptcy Code, vendors who ship
goods on credit may have the right to reclaim those Goods.  Under
the Bankruptcy Code, vendors' common law or statutory reclamation
rights are supplemented and qualified by Section 546(c) of the
Bankruptcy Code.  Section 546(c)(1) provides that all vendors who
have sold goods to a debtor in the ordinary course of business may
reclaim the goods if:

   (1) the debtor was insolvent when it received the goods;

   (2) the vendor submits a written demand to the debtor for the
       reclamation of the goods;

   (3) the demand was made within 10 days after the debtor's
       receipt of the goods;

   (4) the goods are identifiable;

   (5) the debtor had possession of the goods when the debtor
       received the written reclamation demand; and

   (6) the debtor is entitled to reclamation under state law.

Mr. Leitch expects the Debtors to receive numerous reclamation
demands from various Sellers asserting their alleged reclamation
rights and seeking return of the Goods.

According to Mr. Leitch, it is of paramount importance for the
Debtors to maintain normal business operations and avoid costly
and distracting Reclamation Claim litigation.  If the Debtors are
unable to establish and implement an exclusive, global set of
reclamation procedures, they will face the simultaneous defense of
multiple reclamation adversary proceedings when the Debtors need
to focus on critical aspects of the reorganization process.

Many of the Reclamation Claims will be valid.  Therefore, the
Debtors will adopt a set of exclusive, global procedures for the
reconciliation and treatment of all Reclamation Claims.  This will
avoid piecemeal litigation that would interfere with the Debtors'
reorganization efforts.

The Debtors propose a comprehensive set of procedures:

   (1) Reclamation Demands

       (a) Sellers seeking to reclaim Goods from the Debtors will
           submit a written demand to:

              US Airways Group, Inc.
              2345 Crystal Drive
              Arlington, Virginia 22227
              Attn: Anita Beier, Senior VP and Controller

              McGuireWoods LLP
              1750 Tysons Boulevard, Suite 1800
              McLean, Virginia 22102-4215
              Attn: Lawrence E. Rifken

              FTI Consulting, Inc.
              622 Third Avenue, 31st Floor
              New York, New York, 10017
              Attn: Scott Rinaldi

       (b) The Reclamation Demand must list the Goods and the
           basis for the Reclamation Claim, with applicable
           invoices and delivery documentation; and

       (c) Sellers that fail to timely submit a Reclamation
           Demand waive all rights;

   (2) The Statement of Reclamation

       (a) Within the later of 45 days of the Petition Date or
           receipt of a timely Reclamation Demand, the Debtors
           will provide the Seller with a copy of the Reclamation
           Order;

       (b) The Statement of Reclamation will set forth the basis
           of the Reclamation Claim and its relative validity;

       (c) Sellers may assent to the Reclamation Claim as set
           forth in the Statement of Reclamation by returning the
           Statement to US Airways Group, McGuireWoods and FTI
           within 60 days; and

       (d) Sellers must indicate dissent on the Statement of
           Reclamation and return it to all of the addressees
           identified above;

   (3) Fixing of Reclamation Claims

       (a) Each Reclamation Claim by a Seller who assents or
           fails to comply with the Reclamation Procedures will
           be deemed an Allowed Reclamation Claim;

       (b) The Debtors will negotiate with all Dissenting
           Sellers to adjust Reclamation Claim to reach an
           Agreement; and

       (c) If no consensual resolution of a Dissenting
           Seller's Reclamation Claim is reached within 60 days,  
           the Debtors will file a motion for determination of
           the Dissenting Seller's Reclamation Claim;

   (4) Treatment of Allowed Reclamation Claims

       (a) The Debtors may satisfy any Reclamation Claim by
           making the Goods available for pick-up by the Seller;

       (b) Allowed Reclamation Claims where the Debtors make
           the Goods available will be paid;

              (i) in full as administrative expense priority
                  claims;

             (ii) in accordance with the provisions of the
                  Bankruptcy Code in the event of a liquidation
                  of the Debtors; or

            (iii) in whole or in part in the Debtors' business
                  judgment; and

   (5) The Debtors' Reserved Defenses

       (a) Seller cannot reclaim goods delivered to a debtor that
           was not insolvent;

       (b) Seller may reclaim only goods delivered without the
           seller's knowledge of the buyer's insolvency;

       (c) Seller may reclaim only goods with reclamation demand
           before 10 days after the buyer's receipt of the goods;

       (d) the reclamation demand must be in writing;

       (e) Seller may reclaim goods that are identifiable and not
           commingled or altered;

       (f) Seller may reclaim goods only if in the possession of
           the debtor at the time the debtor received the
           reclamation demand;

       (g) Seller cannot reclaim goods that have been transferred
           to a "buyer in the ordinary course" or a "good faith
           purchaser;" and

       (h) Seller may reclaim goods only if not subject to
           superior rights or interests of a secured lender or
           creditor.

Mr. Leitch explains that the attention of the Debtors' management
and operational personnel will be diverted from more important
operational issues if the Reclamation Procedures are not approved.  
The Debtors do not have the resources to respond to and resolve
each Reclamation Claim on an ad hoc basis as numerous, individual
adversary proceedings are filed or other actions are taken by the
Sellers to enforce reclamation rights.  Dealing with adversary
proceedings would force the Debtors to expend critical personnel
resources and incur unnecessary litigation costs to defend
piecemeal litigation.  The Reclamation Procedures will effectively
and efficiently streamline the process of resolving the
Reclamation Claims for the Debtors and Sellers alike.

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 a $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 their 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)


USA MOBILITY: Moody's Rates Planned Metrocall & Arch Loan at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 senior implied rating to
USA Mobility, Inc. and a Ba3 rating to the proposed $140 million
senior secured term loan for Metrocall, Inc. and Arch Wireless
Operating Company, Inc. (as co-borrowers), among other rating
actions.  The rating outlook is stable.

The ratings assigned are:

   -- USA Mobility, Inc.

      * Senior Implied rating -- Ba3
      * Issuer rating -- B2
      * SGL rating -- 2

   -- Metrocall, Inc. and Arch Wireless Operating Company, Inc.
      (co-borrowers)

      * $140 million senior secured term loan due 2006 -- Ba3

The Ba3 ratings reflect the downward financial and operating
trends that plague the paging industry as customers substitute
cellular/PCS phones, PDAs and other wireless devices for pagers.
The ratings also account for:

     (i) the quite modest financial leverage the company is taking
         on to complete its pending merger,

    (ii) the company's history of and commitment to rapidly
         repaying debt,

   (iii) strong interest coverage ratios, and

    (iv) robust free cash flows.

The SGL-2 short-term liquidity rating reflects the strong free
cash flow generating ability of the new company, offset by the
lack of any liquidity facility and other unsecured assets that
could be readily monetized.

In March 2004, Metrocall Holdings, Inc. and Arch Wireless, Inc.
announced their intention to merge in a stock-for-stock, tax-free
merger to form USA Mobility, Inc.  In the merger, Arch common
shareholders will receive one share of USA mobility common stock
for each share of Arch that they hold (19.9 million in aggregate).
Metrocall common shareholders receiving stock will receive 1.876
shares of USA Mobility for each of the approximately 4 million
shares of Metrocall that they hold (approximately 7.6 million USA
Mobility shares in aggregate).  Metrocall shareholders will also
receive approximately $75 per share in cash for the remaining 2
million shares of Metrocall common stock (approximately $150
million in aggregate).  This cash portion is being paid to
preserve and accelerate utilization of Arch's tax attributes for
the benefit of USA Mobility going forward.  On a pro-forma basis
Arch and Metrocall shareholders will own 72.5% and 27.5% of USA
Mobility, respectively.

The $140 million in proceeds from the senior secured term loan
will be used, in combination with cash on hand, to fund the
$150 million payment to Metrocall shareholders and to pay
approximately $23 million in financing fees, M&A and integration
costs.

The senior secured term loan will be the joint and several
obligation of Metrocall, Inc. and Arch Wireless Operating Company,
Inc.  The new secured term loan is guaranteed by USA Mobility,
Inc. (the parent of the co-borrowers) and all of the co-borrowers'
existing and future direct and indirect subsidiaries and will be
secured by perfected first priority pledges of all of the equity
interests held by USA Mobility in the co-borrowers and their
subsidiaries, as well as, all tangible and intangible assets.

The co-borrowers will be obligated to mandatorily prepay the loan
with any proceeds from:

   * debt issuances (100%),

   * equity issuances (50%),

   * asset dispositions subject to carve-outs or exceptions or
     reinvestment provisions (100%), and

   * excess cash flow (50%).

The loan's tenure is two years, and will amortize at 50% in year
one and two.  USA Mobility will be subject to maximum leverage,
interest coverage, and maximum capital expenditures covenants
(which have yet to be determined).

The paging industry has been hurt by the increasing popularity of
PCS and cellular technology as consumers have substituted multi-
functioning, voice and data phones in place of single function,
numeric, short message pagers.  The total number of units in
service has declined from 45 million in 1999 to 12 million in
2003, as retail and consumer customers have switched to
alternative wireless applications.  The paging industry has
consolidated around a core group of enterprise customers and
service providers.  In 1999, Arch and Metrocall commanded 13% and
16%, respectively, of the market, which was scattered with many
small to large players.  As of 2003, Arch and Metrocall held 36%
and 30% of total paging units in service, respectively, with the
number of competitors greatly reduced due to consolidation;
Verizon Wireless, SBC, and SkyTel are the main competitors.

As the paging industry has returned to its origins as service
provider to the enterprise/business-to-business market place,
churn has begun to slow.  The company estimates that roughly 85%
of current pager usage is from the business-to-business market,
which has a lower churn rate, as paging services remain critical
for select enterprise customers.  The primary revenue base is mid-
to large-size businesses, government, healthcare and emergency
services.  The paging sector continues to experience subscriber
attrition (27% from FYE02 to 9/30/04, pro forma for merger) and
revenue erosion (30% from FYE02 to 9/30/04, pro forma for merger).
Moody's notes the main risk is how precipitously the user base
will decline over the two year life of the loan, and how that will
affect the robust cash-flow generating profile of the company.

The combination of these two carriers into USA Mobility will
create the largest national paging company in the US.  The merger
permits the combined companies greater opportunity to reduce their
operating costs ahead of the rapid revenue decline that is
expected to continue.  The company hopes to generate synergies
through network consolidation, sales and distribution
consolidation and general and administrative overhead
restructuring (primarily through headcount reduction).

The ratings are supported by the USA Mobility's strong cash flow
generation as a percentage of total debt (amounting to 150% pro
forma for the proposed transaction), as the company manages its
operations for cash.  Moody's notes that capital expenditures have
been well below depreciation historically and the company has
aggressively cut costs, primarily through headcount reduction, in
efforts to keep expenses declining faster than the decline in
revenues.

The stable rating outlook incorporates Moody's belief that the
merged entity will be able to continue to generate strong free
cash flows to quickly pay down debt.  The senior secured term loan
will mature in two years and Moody's believes that USA Mobility
will be able to repay the loan in its entirety over the rating
time horizon.

Downward pressure on the ratings would likely result from a more
precipitous decline in operating and financial results than
expected (greater than 25%).  Also any softening of management's
commitment to be debt free within two years would also negatively
affect the rating. Positive ratings movement could derive from any
sustainable stabilization in revenues and subscribers.

USA Mobility, Inc., will be the merged entity of Arch Wireless,
Inc. and Metrocall Holdings, Inc., following the consummation of
the proposed merger.  The company generated combined revenue of
$863 million for the 12 months ended June 30, 2004.  The company
will be headquartered in Alexandria, Virginia.


WICKES INC: Wants Until Jan. 18 to Solicit Votes on Joint Plan
--------------------------------------------------------------
Wickes Inc. and its debtor-affiliate ask the U.S. Bankruptcy Court
for the Northern District of Illinois, Eastern Division, to
extend, until January 18, 2005, the period within which they can
solicit acceptances of their Joint Plan of Reorganization filed
this past July.  

The Debtors tell the Court that they are making good faith
progress toward an orderly and successful liquidation.  To
stabilize their businesses, the Debtors obtained a $115 million
DIP financing facility and implemented a key employee retention
program and severance policy.

The Debtors have sold substantially all of their assets and need
more time to address the dispute raised by the Bondholders'
Committee about the handling of certain sale proceeds.  A report
about that dispute appeared in the Troubled Company Reporter on
Friday, October 15, 2004.

Headquartered in Vernon Hills, Illinois, Wickes Inc.
-- http://www.wickes.com/-- is a retailer and manufacturer of  
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers.  Wickes Inc. filed for chapter
11 protection on January 20, 2004 (Bankr. N.D. Ill. Case No.
04-02221).  Richard M. Bendix Jr., Esq., at Schwartz Cooper
Greenberger & Krauss represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $155,453,000 in total assets and $168,199,000
in total debts.


WISCONSIN AVENUE: Fitch Raises Class C's Rating to BBB from BB-
---------------------------------------------------------------
Fitch upgrades Wisconsin Avenue Securities subordinate REMIC pass-
through certificates, series 1995-M4:

   -- $779,242 class B to 'AAA' from 'BBB';
   -- $1.4 million class C to 'BBB' from 'BB-'.

The $16.9 million class A-3 and interest-only class XS
certificates were exchanged for Federal National Mortgage
Association guaranteed REMIC pass-through certificates and are not
rated by Fitch.  The $824,269 class D certificates are also not
rated by Fitch.  The class A-1 and A-2 certificates have paid off.

The certificates are currently collateralized by 14 mortgage
loans, which are secured by multifamily cooperative properties.  
By loan balance, 74% of the portfolio is located within the New
York City metropolitan area.  Fitch viewed this concentration
positively because cooperatives within the New York City market
have performed extremely well historically.  As of the September
2004 distribution date, the pool's aggregate principal balance has
been reduced by 82% to $19.8 million from $109.9 million at
issuance.  No loans are delinquent or in special servicing.

NCB, FSB, the master servicer, provided year-end 2003 operating
statements on approximately 100% of the outstanding loans.  
Fitch's year-end 2003 stressed weighted average debt service
coverage ratio -- DSCR -- is 3.39times (x) versus 4.02x at YE 2002
and 3.10x at issuance.  The stressed DSCRs were calculated based
on Fitch-stressed mortgage constants and NOI derived from
hypothetical market rental income (rather than the cooperative's
maintenance and other revenues) less current actual borrower
reported expenses.  The hypothetical market rental income is based
on conservative market rental rates at origination.

Two loans, representing 1.6% of the pool, have stressed year-end
2003 DSCRs below 1.00x.  The largest loan (1%) is a co-op located
in Bronxfield New York, and the decline in DSCR was caused by an
increase in repair and maintenance expenses.  The second largest
loan (0.6%) is a co-op located in Brooklyn, New York, and the
decline in DSCR was caused by an increase in property insurance.


WISCONSIN AVENUE: Fitch Slashes Class D Rating to BB+ from AA
-------------------------------------------------------------
Fitch upgrades Wisconsin Avenue Securities, subordinate REMIC
mortgage pass-through certificates, series 1996-M3 as follows:

   -- $2.5 million class B to 'AAA' from 'AA';
   -- $2.8 million class C to 'AAA' from 'BBB';
   -- $1.9 million class D to 'AA' from 'BB+'.

The $16.6 million class A-3 certificates were exchanged for
Federal National Mortgage Association guaranteed REMIC pass-
through certificates and are not rated by Fitch.  The $2.5 million
class E certificates are also not rated by Fitch.  Classes A-1 and
A-2 are paid in full.

The certificates are currently collateralized by 18 mortgage
loans, which are secured by multifamily cooperative properties.
The properties are all located in the State of New York.

Fitch views this concentration positively because cooperatives
within the New York City market have performed extremely well
historically.  Currently, no loans are delinquent or in special
servicing.  As of the September 2004 distribution date, the pool's
aggregate principal balance has been reduced by 92% to
$26.4 million from $312.7 million at issuance.

The master servicer, NCB, FSB, collected operating statements for
year-end 2003 on 96% of the loans remaining in the pool.  The
year-end 2003 Fitch stressed weighted-average debt service
coverage ratio (DSCR) slightly declined to 4.01 times (x) from
4.05x as of YE 2002.  The Fitch-stressed DSCRs were calculated
based on Fitch-stressed mortgage constants and net operating
income -- NOI -- derived from hypothetical market rental income
(rather than cooperative revenues) less current actual borrower
reported expenses.  The hypothetical market rental income is based
on conservative market rental rates at origination.


WISCONSIN AVENUE: Fitch Affirms BB- Rating on $9.2M Class C Certs.
------------------------------------------------------------------
Fitch Ratings upgrades Wisconsin Avenue Securities, subordinate
REMIC mortgage pass-through certificates, series 1996-M5:

   -- $3.3 million class B to 'AA' from 'A'

In addition, Fitch affirms this class:

   -- $9.2 million class C at 'BB-'

The $52.6 million class A-3 certificates were exchanged for
Federal National Mortgage Association guaranteed REMIC pass-
through certificates and are not rated by Fitch.  The $8.6 million
class D certificates are also not rated by Fitch.

The certificates are collateralized by 22 mortgage loans, secured
by multifamily properties.  The properties are diversified among
nine states with the highest concentrations in:

         * Ohio,
         * California, and
         * Georgia.

As of the September 2004 distribution date, the transaction's
aggregate principal balance has decreased 72% to $61.5 million
from $216 million at issuance.  ORIX Real Estate Capital Markets,
LLC, the master servicer, collected operating statements for 100%
of the loans in the pool.  The year-end 2003 weighted-average debt
service coverage ratio -- DSCR -- is 1.07 times(x), a decrease
from 1.25x at YE 2002 and 1.28x at issuance.  One loan (8.6%) is
delinquent and in special servicing due to the inability to obtain
refinancing at maturity.


WISE WOOD: Inks Agreement to Combine Businesses with Diamond Tree
-----------------------------------------------------------------
Diamond Tree Resources Ltd. and Wise Wood Corporation signed a
Letter of Intent respecting a proposed business combination
between the two companies.  The Letter of Intent was authorized by
the boards of directors of Diamond Tree and Wise Wood following
the receipt of recommendations to such effect from special
committees established by each corporation.

Diamond Tree is a private Alberta corporation engaged in the
exploration and production of oil and natural gas in the central
region of Alberta.  For purposes of the business combination, the
net asset value of Diamond Tree has been set at $42 million and
each share of Wise Wood will have an ascribed value of $0.25,
which represents a 38 % premium to the closing price of the common
shares of Wise Wood on September 24, 2004 (the date of the last
board lot trade in Wise Wood shares on the TSX Venture Exchange
prior to announcement of the business combination).  The Letter of
Intent contemplates that Diamond Tree and Wise Wood will, with the
assistance of their respective professional advisers, determine a
transaction structure for the business combination.

Representatives of Diamond Tree and Wise Wood expect to finalize
the transaction structure for the business combination (and
related matters, including the composition of the board of
directors of the continuing entity) and enter into definitive
agreements on or prior to October 25, 2004, at which time Diamond
Tree and Wise Wood expect to issue a further press release setting
out additional details concerning the transaction.

Tristone Capital, Inc., has been engaged to provide both Diamond
Tree and Wise Wood with fairness opinions respecting the business
combination.  Diamond Tree is in the process of having prepared a
National Instrument 51-101 Report on Reserves Data by an
Independent Qualified Reserves Evaluator, which will be filed with
the TSX Venture Exchange as part of the approval process.

Wise Wood is a publicly traded corporation, the principal asset of
which consists of a 50% interest in a joint venture with
Innovative Coke Expulsion Ltd.  The joint venture provides
decoking/descaling services to the upstream petroleum industry.  
It is anticipated that, following completion of the business
combination, the continuing entity will take steps to divest
itself of the joint venture interest. Mr. Fred Moore, the current
President of Wise Wood, has agreed to oversee the proposed
divestiture of the joint venture interest.

Diamond Tree and Wise Wood anticipate that, in conjunction with
the proposed business combination, the combined entity will
undertake a non-brokered private placement of common shares in an
amount up to $2 million.  It is expected that the private
placement will be offered to employees and directors of the
combined entity and that the sale price of the securities will be
priced at $0.25 per share (prior to giving effect to any
consolidation that may be effected in connection with the business
combination).

Completion of the business combination is subject to a number of
conditions in favor of Diamond Tree and Wise Wood, respectively,
including the execution and delivery of definitive documentation
providing for the business combination, board approval of such
definitive documentation, completion of satisfactory due diligence
inquiries, receipt of favorable fairness opinions, receipt of all
necessary regulatory approvals (including the consent of the TSX
Venture Exchange), receipt of third party approvals, approval of
the shareholders of Diamond Tree and Wise Wood (as required),
approval of the holders of outstanding convertible debentures of
Wise Wood (if required) and a threshold for the exercise of
dissent rights (5%) not being exceeded (if the business
combination is structured in such a manner as to give rise to
statutory dissent rights).

Wise Wood Corporation provides oil and gas companies with de-
coking and de-scaling services through its Joint Venture
operations with Innovative Coke Expulsion Inc.  In its most recent
financial statements dated June 30, 2004 Wise Wood generated
revenue of $5.23 million and net income of $0.24 million.  

The Company is incorporated under the Alberta Business
Corporations Act. The Company became a public company on Dec. 2,
2001, and was then classified as a Capital Pool Company -- CPC
-- as defined in Policy 2.4 of the TSX Venture Exchange.
Effective with its Qualifying Transaction on May 3, 2002, the
Company ceased to be a CPC.

On May 20, 2003 the Company changed its name from Wise Wood Energy
Ltd. to Wise Wood Corporation.

                         *     *     *

Wise Wood Corporation's June 30, 2004 financial report indicated
that Wise Wood incurred substantial losses since its inception
and, despite an improvement in cash flows during fiscal 2004, had
a substantial working capital deficiency at June 30, 2004, and was
in violation of certain of its financial covenants with its
banker.  These factors called the ability of the Company to
continue as a going concern into question.  


WOMEN FIRST: Committee Balks at Liquidating Chapter 11 Plan
-----------------------------------------------------------
The Official Committee of Unsecured Creditors doesn't like the
liquidating chapter 11 plan filed by Women First Healthcare Inc.  

The Plan proposes to distribute the proceeds from the sale of the
company's assets to creditors.  The Committee complains that the
Plan proposes to pay secured creditors' claims before the
Liquidating Trustee has time to review and object to them.  

Earlier this year, the Committee, stepping into the Estate's
shoes, filed suit against Women First's secured creditors,
noteholders and preferred shareholders.  The Committee contends,
in its pending Adversary Proceeding, among other things, that the
defendants engaged in prepetition transactions that reshuffled the
right-hand side of the company's balance sheet but caused the
company to sink deeper and deeper into the pit of insolvency.  

The Committee doesn't want to face the risk that confirmation of
the plan would result in distributions to the defendants that
would, in short, eviscerate the lawsuit.  

Judge Walrath is scheduled to convene a confirmation hearing in
Wilmington on Oct. 19.  

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


WOMEN FIRST: Committee Hires J.H. Cohn as Financial Advisor
-----------------------------------------------------------        
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Women First
Healthcare, Inc., permission to employ J.H. Cohn LLP, as its
financial advisor.

J.H. Cohn will:

    a) evaluate the necessity and benefits of proposed sales of
       the Debtor's assets as requested by the Committee;

    b) assist the Committee in its investigation of avoidance
       actions and other claims;

    c) assist the creditors in negotiating a plan of liquidation
       as requested by the Committee;

    d) attend court hearings and meetings;   

    e) render other bankruptcy and consulting services as deemed
       necessary by the Committee;

Howard L. Konicov, a Certified Public Accountant and Partner at
J.H. Cohn, is the lead professional performing consulting and
financial advise to the Committee.  Mr. Konicov explains that J.H.
Cohn will charge the Committee, instead of the Debtor, for the
Firm's fees and expenses.  Mr. Konicov will charge the Committee
$425 per hour for his services.

Mr. Konicov reports J.H. Cohn's professionals bill:

    Designation                 Hourly Rate
    -----------                 -----------
    Partner                        $425
    Director                        385
    Senior Manager                  330
    Manager                         300
    Supervisor                      275
    Senior Accountant               230
    Staff                           175
    Paraprofessional                120

J.H. Cohn does not have any interest adverse to the Committee, the
Debtor or its estate.

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


WORLDCOM INC: Resolves Claims Dispute with Neon Optica
------------------------------------------------------
As previously reported, NEON Optica, Inc. complains that the
Worldcom Inc. Debtors have made inconsistent representations as to
the status of a prepetition services agreement and related
schedule.  Hence, NEON asks the United States Bankruptcy Court for
the Southern District of New York to clarify whether the
agreements have been assumed or rejected in the Debtors' Chapter
11 case.

Paul N. Silverstein, Esq., at Andrews Kurth LLP, in New York,
relates that UUNet Technologies, Inc. and NEON are parties to a
Master Services Agreement dated July 2000 that set the general
terms of fiber optic services between the parties.  The Services
Agreement contemplates that the parties would enter into a
separate schedule for the services they agreed to provide, which
would specify the terms on pricing, ordering procedures, billing
procedures, and others.

In August 2000, UUNet and NEON entered into a Private Optical
Network Service Schedule subject to the terms of the Services
Agreement.  Pursuant to the Schedule and the Services Agreement,
NEON was obligated to provide UUNet with three dedicated fiber
optic networks for UUNet's exclusive use and benefit.  In return
UUNet was to pay a $305,544 monthly fee for the circuits.

To provide the services under the Services Agreement and the
Schedule, NEON constructed fiber routes and facilities, entered
into long-term fiber optic leases, and installed fiber optic
equipment at certain locations owned or leased by the Debtors and
third parties.  NEON's equipment is currently valued at
$3,000,000.  NEON is continuing to incur costs for these fiber
optic leases and to maintain the facilities.  From the Petition
Date until the end of January 2004, the Debtors continued to
actively use the Optical Networks provided by NEON under the
Schedule.

According to Mr. Silverstein, the Optical Networks that were being
provided under the Schedule were critical to the Debtors' ongoing
operations and could not be terminated until such time the Debtors
found alternative fiber optic routes.  After the confirmation of
the Debtors' Plan, the Debtors apparently had not secured any
alternative routes and it was necessary for them to continue to
receive services from NEON under the Schedule.

Before the Plan confirmation, NEON's representatives contacted
UUNet to determine if the Debtors were intending to reject the
Services Agreement and the Schedule.  The Debtors advised NEON
that those agreements were not going to be rejected because the
Optical Networks were critical for their ongoing operations.
After these conversations, the Debtors and NEON continued
performing under the Services Agreement and the Schedule.  NEON
was unaware at that time that the Services Agreement and the
Schedule were listed in a Plan Supplement as executory contracts
to be rejected.

Relying on the Debtors' representations, NEON entered into an
agreement, which sets forth the amount of its prepetition claim,
and continued to provide services under the Services Agreement and
the Schedule, while the Debtors continued to accept those services
and use the Optical Networks.

In February 2004, NEON sent its monthly invoice to the Debtors for
the February services.  It was then that NEON discovered that the
Services Agreement and the Schedule were rejected.  The Debtors
informed NEON that they would not make any further payments to
NEON for the provision of circuits.

Upon investigation, NEON discovered that the Debtors were
utilizing the Optical Networks being provided under the Schedule
in January 2004.  And sometime in January 2004, the Debtors had
found an alternative to NEON's Optical Networks and no longer
needed those Optical Networks for their ongoing operations.

Mr. Silverstein tells the Court that the Debtors' contracts
represent a significant amount of NEON's total revenue.  NEON
needs to determine exactly where its stands with respect to these
agreements.

                        Parties Stipulate

To resolve their remaining disputes, the Debtors and Neon Optica,
Inc., agree that:

   (a) In addition to the Initial Allowed Amount, Neon will have
       an Allowed WorldCom General Unsecured Claim for
       $8,403,361;

   (b) Neon will pay the Debtors $3,007;

   (c) MCI will distribute New Common Stock and cash to Neon as
       holder of a WorldCom General Unsecured Claim in an
       amount equal to the Additional Allowed Amount;

   (d) Neon will withdraw its request.  Neon's Additional Claims
       will be expunged and disallowed; and

   (e) The payments and the consideration contemplated by the
       Settlement Agreement are deemed in full and complete
       satisfaction, release and discharge of all claims asserted
       or which could have been asserted in Neon's Claim,
       including:

       -- any administrative expense claim arising under any
          contract or any claim for damages arising from the
          rejection of any contract, including the rejection of:

             * Master Services Agreement, dated July 13, 2000;
               and

             * Private Optical Network Services Schedule, dated
               August 21, 2000; and

       -- any claim for damages arising from the rejection,
          termination, breach or otherwise relating to circuits
          or services provided under the MSA and the Service
          Schedule.

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


* Arent Fox Hosting Oct. 26 Cross-Border Insolvency Seminar
-----------------------------------------------------------
Arent Fox PLLC and Simmons & Simmons are hosting a cross-border
insolvency and restructuring seminar in New York on Tuesday,
October 26, 2004, for senior executives at accounting firms,
brokerage firms, financial institutions, distressed debt services
firms and brokers of distressed debt.

                      The Program

Lawyers from both firms will discuss European and U.S. issues in
cross-border insolvencies, bankruptcies and restructurings.  
Differences in court procedures and legislative approaches in
various jurisdictions will be highlighted.  Common problems and
approaches will be explored and discusses, including creditor
preferences, potential director liability and selected debtor
protections in various European and U.S. jurisdictions.  

                      The Schedule

12:15 p.m.  Registration and buffet lunch

12:45 p.m.  The European Union Insolvency Regulation: a
            pan-European approach and how to choose the
            best jurisdiction

1:15 p.m.   Chapter 11 Filings in the U.S.: trigger events
            for filing a non-U.S. company and potential
            sanctions for breach of Chapter 11

1:45 p.m.  Advising directors on personal liability in
           European insolvencies

2:15 p.m.  Handling distressed investors: goals and
           strategies

2:45 p.m.  Questions & Answers

                      Co-Moderators

      Peter Manning                Robert E. Grossman
      Partner, Simmons & Simmons   Partner, Arent Fox
      London, England              New York, New York

                        Speakers

The European Union Insolvency Regulation: A Pan-European Approach
and How to Choose the Best Jurisdiction
     Hans-Hermann Aldenhoff
          Partner, Simmons & Simmons
               Duseldorf, Germany

Chapter 11 Filings in the U.S.: Trigger Events for
Filing for a Non-U.S. Company and Potential
Sanctions for Breach of Chapter 11
     Schuyler G. Carroll
          Partner, Arent Fox
               New York, New York

Advising Directors on Personal Liability in
European Insolvencies
     Peter Manning
          Partner, Simmons & Simmons
               London, England

Handling Distressed Investors: Goals and Strategies
     Heidi J. Sorvino
          Partner, Arent Fox
               New York, New York

For more information or to reserve a seat, contact:

          Arleen McDermott
          Arent Fox PLLC
          Telephone (212) 492-3293
          mcdermott.arleen@arentfox.com

Arent Fox PLLC -- http://www.arentfox.com/-- is a law firm that  
has earned a national reputation for understanding and
appreciating the challenges that each client faces in its world.  
"We take the time to learn our clients' business strategies and
practices to help them better achieve their goals and to find the
best solution to their problems," the Firm advertises.  With
offices in New York and Washington, D.C., the Firm has a wide
range of expertise in business transactions, corporate and
regulatory compliance, real estate, finance, tax, financial
restructuring and bankruptcy, government relations and regulation,
litigation, corporate securities and mergers and acquisitions,
labor and employement law, and the global business market.  

Simmons & Simmons -- http://www.simmons-simmons.com/-- has a  
broad based practice and focuses on key industry sectors and legal
service areas, helping clients access its lawyers according to
their individual needs.  "Providing clients with worldclass legal
advice, whenever and wherever they need it," Simmons & Simmons
advertises, "is truly at the heart of our business."


* BOND PRICING: For the week of October 11 - October 15, 2004
-------------------------------------------------------------
Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AAIPharma Inc.                        11.000%  04/01/10    73
Adelphia Comm.                         3.250%  05/01/21    29
Adelphia Comm.                         6.000%  02/15/06    25
American & Foreign Power               5.000%  03/01/30    73
American Airline                       4.250%  09/23/23    65
AMR Corp.                              4.500%  02/15/24    60
AMR Corp.                              9.000%  08/01/12    58
AMR Corp.                              9.000%  09/15/16    58
Applied Extrusion                     10.750%  07/01/11    61
Bank New England                       8.750%  04/01/99    12
Burlington Northern                    3.200%  01/01/45    57
Calpine Corp.                          4.750%  11/15/23    58
Calpine Corp.                          7.750%  04/15/09    56
Calpine Corp.                          7.785%  04/01/08    63
Calpine Corp.                          8.500%  02/15/11    58
Calpine Corp.                          8.625%  08/15/10    59
Calpine Corp.                          8.750%  07/15/07    74
Comcast Corp.                          2.000%  10/15/29    43
Continental Airlines                   4.500%  02/01/07    70
Continental Airlines                   5.000%  06/15/23    70
Delta Air Lines                        7.700%  12/15/05    53
Delta Air Lines                        7.711%  09/18/11    56
Delta Air Lines                        7.779%  11/18/05    61
Delta Air Lines                        7.900%  12/15/09    36
Delta Air Lines                        8.000%  06/03/23    40
Delta Air Lines                        8.300%  12/15/29    28
Delta Air Lines                        8.375%  12/10/04    73
Delta Air Lines                        9.000%  05/15/16    29
Delta Air Lines                        9.250%  03/15/22    28
Delta Air Lines                        9.750%  05/15/21    28
Delta Air Lines                       10.000%  08/15/08    41
Delta Air Lines                       10.125%  05/15/10    35
Delta Air Lines                       10.375%  02/01/11    35
Dobson Comm. Corp.                     8.875%  10/01/13    63
Dobson Comm. Corp.                    10.875%  07/01/10    71
Evergreen Int'l Avi.                  12.000%  05/15/10    62
Federal-Mogul Co.                      7.500%  01/15/09    26
Finova Group                           7.500%  11/15/09    47
Foamex L.P.                            9.875%  06/15/07    72
Horizon PCS Inc.                      13.750%  06/15/11    10
Iridium LLC/CAP                       14.000%  07/15/05    11
Inland Fiber                           9.625%  11/15/07    45
Kaiser Aluminum & Chem.               12.750%  02/01/03    18
Kulicke & Soffa                        0.500%  11/30/08    72
Level 3 Comm. Inc.                     2.875%  07/15/10    70
Level 3 Comm. Inc.                     6.000%  09/15/09    57
Level 3 Comm. Inc.                     6.000%  03/15/10    54
Level 3 Comm. Inc.                    11.250%  03/15/10    75
Liberty Media                          3.750%  02/15/30    67
Liberty Media                          4.000%  11/15/29    71
Mirant Corp.                           2.500%  06/15/21    65
Mirant Corp.                           5.750%  07/15/07    64
Mississippi Chem.                      7.250%  11/15/07    60
National Vision                       12.000%  03/30/09    62
Northern Pacific Railway               3.000%  01/01/47    57
Northwest Airlines                     7.875%  03/15/08    62
Northwest Airlines                     8.700%  03/15/07    70
Northwest Airlines                     9.875%  03/15/07    73
Northwest Airlines                    10.000%  02/01/09    65
Northwest Airlines                    10.500%  04/01/09    75
O'Sullivan Ind.                       13.375%  10/15/09    48
Owens Corning                          7.000%  03/15/09    50
Owens Corning                          7.500%  05/01/05    45
Owens Corning                          7.500%  08/01/18    49
Pegasus Satellite                     12.375%  08/01/06    65
Pen Holdings Inc.                      9.875%  06/15/08    51
Primus Telecom                         3.750%  09/15/10    55
Primus Telecom                         8.000%  01/15/14    73
RCN Corp.                             10.000%  10/15/07    51
RCN Corp.                             10.125%  01/15/10    51
RCN Corp.                             11.125%  10/15/07    51
Reliance Group Holdings                9.000%  11/15/00    19
RJ Tower Corp.                        12.000%  06/01/13    68
Syratech Corp.                        11.000%  04/15/07    60
Trico Marine Service                   8.875%  05/15/12    45
Triton Pcs. Inc.                       8.750%  11/15/11    71
Triton Pcs. Inc.                       9.375%  02/01/11    74
Tower Automotive                       5.750%  05/15/24    45
United Air Lines                       9.125%  01/15/12     4
United Air Lines                      10.670%  05/01/04     3
Univ. Health Services                  0.426%  06/23/20    56
US West Capital Fdg.                   6.875%  07/15/28    75
Westpoint Stevens                      7.875%  06/15/08     0

                          *********

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.

                *** End of Transmission ***