TCR_Public/041029.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 29, 2004, Vol. 8, No. 236

                           Headlines

407 ETR: Disputes Alleged Default Notice on Auditor Appointment
ADELPHIA COMMS: Wants More Time to Serve Adversary Proceedings
AIRGATE PCS: Completes $175 Million Senior Debt Offering
AMERICAN GENERAL: Fitch Junks $25 Million Class B-2 Notes
ATA AIRLINES: Asks Court Nod to Use $20.7M of Cash Collateral

ATA AIRLINES: Bankruptcy Causes S&P's Rating to Tumble to D
ATA AIRLINES: Fitch Says Chap. 11 Filing Won't Hurt Airports Much
ATA AIRLINES: Vacations Unit Emphasizes "Business as Usual"
ATPC LLC: Case Summary & 20 Largest Unsecured Creditors
AXIA NETMEDIA: Reduces 1st Quarter 2005 Net Loss By 73 Percent

BCP CRYSTAL: S&P Affirms Single-B Ratings with Negative Outlook
BICO INC: Inks Formal Agreement on Merger Plan with cXc Services
BMC INDUSTRIES: Completes Sale of Buckbee-Mears Assets
BMC INDUSTRIES: Creditors Must File Proofs of Claim by Nov. 1
BORGER ENERGY: S&P Pares Rating on $117M Sr. Secured Bonds to BB+

BUFFALO MOLDED: Comerica Extends $16 Million of DIP Financing
CALPINE CORP: Closes $360 Mil. Equity Offering for Saltend Project
CARBITE GOLF: Emerges from Chapter 11 Protection
CATHOLIC CHURCH: Dispute Erupts Over What Portland Diocese Owns
CATHOLIC: Tucson Gets Okay to Continue Vacation Banking Program

CCC INFO: Reschedules Third Quarter Earnings Release to Nov. 1
CITIGROUP MORTGAGE: Fitch Puts Low-B Ratings on Classes B-4 & B-5
CLARK GROUP: U.S. Trustee Meeting with Creditors on Nov. 4
COVANTA ENERGY: Court Okays Lake II Plan Solicitation Procedures
CSFB MORTGAGE: Fitch Puts Low-B Rating on Six Certificate Classes

CUMMINS INC: Moody's Revises Outlook on Low-B Ratings to Stable
CWABS INC: S&P Slices Rating on Class B-2 Certificates to BB
DELTA AIR: Pilots Have Until Nov. 11 to Ratify $1 Bil. Concessions
EAGLE TRANSPORT: Case Summary & 19 Largest Unsecured Creditors
EB2B COMMERCE: Files for Chapter 11 Protection in S.D.N.Y.

EB2B COMMERCE: Case Summary & 20 Largest Unsecured Creditors
ENDURANCE SPECIALTY: Earns $26.8 Million in Third Quarter 2004
FELCOR LODGING: Moody's Holds Single-B Debt & Pref. Stock Ratings
FIVE RIVERS ELECTRONICS: Voluntary Chapter 11 Case Summary
FLYI INC: Posts $82.7 Million 3rd Quarter 2004 Net Loss

GALEY & LORD: Bankruptcy Court Approves $154MM Sale to Patriarch
GE GAPITAL: Fitch Places Low-B Ratings on Four Certificate Classes
GENTRY STEEL: Case Summary & 20 Largest Unsecured Creditors
GROEN BROTHERS: Discloses Merger Plans for Two Subsidiaries
GROUND ROUND: Judge Hillman Says Vacation is "Earned" Day-to-Day

HOLLINGER INC: Del. Chancery Ct. Extends Injunction to January 31
HOLLINGER INC: Ontario Court Appoints Ernst & Young as Inspector
HYTEK MICROSYSTEMS: Losses Continue in Third Quarter
I2 TECHNOLOGIES: Sept. 30 Balance Sheet Upside-Down by $179.9 Mil.
INTEGRATED HEALTH: Wants Court Nod to Sell Headquarters to Berwind

INTERNATIONAL COAL: S&P Puts B- Rating on $285M Sr. Sec. Facility
INTERNATIONAL STEEL: Moody's Reviewing Ba2 Rating & May Upgrade
ISTAR ASSET: Fitch Puts Low-B Ratings on Four Certificate Classes
J.C. PENNEY: Myron Ullman to Succeed Allen Questrom as CEO
KAISER ALUMINUM: U.S. Trustee Amends Unsec. Creditors' Committee

KAISER ALUMINUM: RUSAL Wins Bid for QAL Interest with $401 Million
KMART CORP: Wants Solvency-Related Discovery Materials Kept Secret
LEVEL 3: Third Quarter 2004 Revenue Climbs to $171 Million
MEDIACOPY: Case Summary & 7 Largest Unsecured Creditors
MORGAN STANLEY: Fitch Puts Low-B Ratings on Six Cert. Classes

NEW BEGINNING TABERNACLE: Voluntary Chapter 11 Case Summary
NEXTEL COMMS: S&P Places BB+ Ratings on CreditWatch Positive
NOMURA CBO: S&P Places Class A-3's Junk Ratings on CreditWatch
NOOR SALES INC: Voluntary Chapter 11 Case Summary
OGLEBAY NORTON: Rehearing on Confirmation Evidence Set Nov. 16

ORGANOGENESIS INC: Judge Hillman Allows Employees' WARN Act Claims
PITTSBURGH: S&P Places Bond's BB Rating on CreditWatch Developing
POPULAR ABS: Moody's Assigns Low-B Ratings on Classes B-3 & B-4
PPM AMERICA: Fitch Lifts Ratings on Classes B-1 & B-2 Notes to BB
RCN CORP: Moody's Assigns B3 Ratings to Planned Exit Facilities

ROGERS COMMS: S&P's Low-B Ratings Remain on CreditWatch Negative
SMOKY RIVER: Fitch's Holds Junk Rating on $104M Class C Sub Notes
SOUTHWEST HOSPITAL: Hires Lamberth Cifelli as Bankruptcy Counsel
TRENWICK AMERICA: Court Confirms Amended Plan of Reorganization
TRUMP HOTELS: Weil Gotshal Represents Largest Bondholders Group

TSI TELSYS: Board Wants R.M. Antoville & C. Pappas as Directors
UNION BUILDING: Voluntary Chapter 11 Case Summary
US AIRWAYS: Wants to Enter into Section 1110 Agreements
USG CORP: 3rd Circuit Sends Asbestos Matters to Dist. Judge Conti
VENTAS INC: Funds from 3rd Qtr. Operations Up 24% to $39.8 Mil.

V.I.P. OFFSET: Case Summary & 20 Largest Unsecured Creditors
WEST POINT FOUNDRY: Case Summary & 20 Largest Unsecured Creditors
WORLDCOM INC: Asks Court to Disallow 38 Missouri Tax Claims

* BOOK REVIEW: Rupert Murdoch: Creator of a Worldwide Media Empire

                           *********

407 ETR: Disputes Alleged Default Notice on Auditor Appointment
---------------------------------------------------------------
407 ETR said the Ontario Government has issued to 407 ETR a notice
of default regarding the appointment of Deloitte & Touche LLP as
independent auditors of the plate [as in license plates mounted on
vehicles' front and rear bumpers] denial process.

The issue between the parties revolves around the appointment of
independent auditors to review the plate denial process.  In
April 2001, 407 ETR and the Government agreed to appoint Deloitte
& Touche to certify that the company's plate denial processes are
in accordance with the law.  At that time, the Government was
aware that Deloitte & Touche also served as the company's
financial auditors and indicated that it was satisfied that
Deloitte & Touche was sufficiently independent.  The Government
now wishes to withdraw its approval of the appointment of Deloitte
& Touche and approve another independent auditor.

"The Government has issued a letter alleging 407 ETR to be in
default on a matter that is currently under dispute.  The courts
have already ruled that there is no default until a final decision
of the dispute resolution process is made as to whether a default
has occurred," said Enrique Diaz-Rato, President and Chief
Executive Officer of 407 ETR.  "Under these circumstances, we find
the Government's actions to be inappropriate and we are
disappointed."

The Government filed a default notice today even though 407 ETR
has initiated a dispute on the issue and despite the fact that
Justice Nordheimer of the Ontario Superior Court ruled on February
9, 2004, that "whether a default has occurred (is) a matter to be
arbitrated" and that the cure period "does not commence until the
time when a default by (407 ETR) is determined to have occurred."

The toll collector reported a $48 million net loss for the nine
months ended September 30, 2004, but is distributing dividends to
shareholders.  

407 International Inc. is the sole shareholder, operator and
manager of 407 ETR, which extends 108 kilometres east-west, just
north of Toronto.  407 International Inc. is owned by a consortium
comprised of Cintra Concesiones de Infraestructuras de Transporte,
Macquarie Infrastructure Group and SNC-Lavalin.  For additional
information, see http://www.407etr.com/


ADELPHIA COMMS: Wants More Time to Serve Adversary Proceedings
--------------------------------------------------------------
On May 27, 2004, the U.S. Bankruptcy Court for the Southern
District of New York authorized Adelphia Communications
Corporation to abandon certain potential avoidance-type actions
arising under Chapter 5 of the Bankruptcy Code.  The Abandonment
Order also provides that, prior to the expiration of the two-year
statute of limitation, the Debtors were obligated to preserve all
remaining avoidance actions, by either securing executed tolling
agreements or commencing an adversary proceeding.

According to Susan F. Balaschak, Esq., at Traub Bonacquist & Fox
LLP, in New York, the Debtors diligently attempted to obtain
tolling agreements with each potential avoidance action defendant
prior to the expiration of the statute of limitation.
Consequently, the Debtors successfully obtained tolling agreements
from 245 PADs, thus preventing the need to commence adversary
proceedings against those entities.

Despite their efforts, however, the Debtors were still unable to
secure acceptable tolling agreements with numerous PADs.  Thus,
prior to the passage of the statute of limitation, the Debtors
commenced 149 adversary proceedings.

A list of these Adversary Proceedings is available for free at:

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

Through the 149 Adversary Proceedings, the Debtors seek to recover
more than $500 million of transfers.  On July 21, 2004, the Court
indefinitely stayed all activity in the Adversary Proceedings.  
Pursuant to the Stay Order, defendants are not required to file an
answer or motion or otherwise respond to the Adversary Proceeding,
nor are the parties required to conduct any discovery.  The Stay
Order required that the Debtors effectuate service of a summons,
complaint and a copy of the Stay Order on each of the Adversary
Proceeding defendants on or before August 21, 2004.  Service was
effectuated in accordance with the Stay Order on all Defendants,
Ms. Balaschak states.

On October 19, 2004, the ACOM Debtors have used all diligent
efforts to properly serve each of the Defendants according to the
Stay Order and in conjunction with the provisions of the Federal
Rules of Bankruptcy Procedure.  Despite their prompt and diligent
efforts to effect service of process in the Adversary Proceedings,
the Debtors still need an extension of the time to serve the
summons and complaints.

Accordingly, the Debtors ask the Court to extend:

    (a) for an additional 120 days, the 120-day service period set
        forth in Bankruptcy Rule 7004(m) with respect to adversary
        proceedings commenced by the Debtors prior to October 19,
        2004; and

    (b) to 30 days the time to file a proof of service of the
        summons and complaint in any Adversary Proceeding under
        Local Bankruptcy Rule 9078-1.

Ms. Balaschak assures the Court that an extension will not
prejudice in any way the defendants in the Adversary Proceedings.
The effect of an extension would only maintain the status quo by
placing the defendants and the Adversary Proceedings on notice and
"on hold" as they have been since entry of the Stay Order.

                         Missing Addresses

The Debtors and their professionals have had substantial
difficulty in securing the current addresses for some defendants,
as well as obtaining the current names of the requisite officer or
agent that must be the recipient of the service.  Since some of
the underlying information supporting the preference actions may
be stale, the Debtors need additional and timely research.

During the 120-day period after the filing of the Adversary
Proceedings, the Debtors have undergone intensive audits as well
as the claims reconciliation process.  The Debtors also have been
occupied by their pursuit of a sale of their businesses and
assets.  In order to get the necessary information, the Debtors
have to rely on an already substantially burdened workforce.

Additionally, some of the Debtors' books and records containing
the needed information are insufficient.  The Debtors'
professionals have even resorted to using sources outside their
own to supply the missing information, but those sources have only
been a partial and uncertain cure.  As of October 19, 2004,
counsel for the Debtors have attempted service on all of the
Defendants.  Indeed, service has been attempted on a substantial
number of defendants more than once, however, address information
for an unknown number of defendants may continue to be unreliable,
Ms. Balaschak points out.

                      Administrative Concerns

The sheer volume of summonses that the Clerk of the Court must
process has resulted in delay in the issuance of summonses.

                       Delay of Returned Mail

In a significant amount of instances, summonses and complaints
that were properly served have been returned by the U.S. Postal
Service, often times several weeks later.  Given this elapse in
time, the Debtors may not be aware for several weeks that service
was not effected and therefore that it must obtain an alias
summons.  The risk of returned mail is greater given that the
Debtors must rely in large part on obtaining accurate information
from outside sources or an overly burdened support staff. Because
many of the Defendants no longer conduct business with the
Debtors, the likelihood that service is returned due to
insufficient address or corporate information is greater.

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


AIRGATE PCS: Completes $175 Million Senior Debt Offering
--------------------------------------------------------
AirGate PCS, Inc. (Nasdaq: PCSA), a PCS Affiliate of Sprint, has
successfully concluded its private, unregistered offering pursuant
to Rule 144A and Regulation S of $175 million First Priority
Senior Secured Floating Rate Notes due 2011 at par value.  The
notes bear interest at a rate equal to three-month LIBOR plus
3.75%, reset quarterly.  The notes are guaranteed on a senior
secured basis by each of AirGate's subsidiaries and subject to
certain exceptions are secured on a first priority basis by liens
on substantially all of AirGate's assets and its subsidiaries'
assets.

AirGate used approximately $132.4 million of the proceeds of the
offering to repay $131.2 million of outstanding principal and
$1.2 million of accrued interest under its senior credit facility
and plans to use the rest of the proceeds to redeem its
$1.8 million remaining 13-1/2% Senior Subordinated Discount Notes
due 2009 and for general corporate purposes.

This press release does not constitute a redemption notice with
respect to the 13-1/2% Senior Subordinated Discount Notes due
2009.

Commenting on the announcement, William J. Loughman, chief
financial officer of AirGate PCS, said, "We continue to strengthen
AirGate's financial position through a disciplined approach to
accessing the capital markets and we are very pleased to complete
this $175 million transaction on favorable terms. We believe that
we now have greater operating flexibility, which will allow us to
more aggressively invest in our growth, increase market share in
our territory and deliver greater value to our customers and
shareholders, all of which makes AirGate a stronger company."

                        About the Company

AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to
sell wireless mobility communications network products and
services under the Sprint brand in territories within three states
located in the Southeastern United States.  The territories
include over 7.4 million residents in key markets such as
Charleston, Columbia, and Greenville-Spartanburg, South Carolina;
Augusta and Savannah, Georgia; and Asheville, Wilmington and the
Outer Banks of North Carolina.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Moody's Investors Service assigned a B2 rating to the proposed
$175 million of senior secured floating rate notes due 2011 of
AirGate PCS, Inc., and affirmed the company's other ratings.  The
rating outlook is positive.

The affected ratings are:

   * Senior implied rating B3 (affirmed)

   * Issuer rating Caa1 (affirmed)

   * $175 million senior secured floating rate notes due 2011
     -- B2 (assigned)

   * $159 million 9.375% senior subordinated secured notes due
     2009 -- Caa1 (affirmed)

   * $141 million senior secured credit facility due 2007/08 --
     WR (withdrawn)


AMERICAN GENERAL: Fitch Junks $25 Million Class B-2 Notes
---------------------------------------------------------
Fitch Ratings affirmed the ratings of two classes of notes,
upgraded the ratings of two classes of notes and downgraded the
rating of one class of notes issued by American General CBO
1998-1, Ltd./(Delaware) Corp., which closed Nov. 5, 1998.  These
rating actions are effective immediately:

The ratings on these notes have been upgraded:

   -- $4,000,000 class A-3A notes to 'A' from 'A-';
   -- $15,000,000 class A-3B notes to 'A' from 'A-'.

The rating on these notes has been downgraded:

   -- $25,000,000 class B-2 notes to 'C' from 'CCC'.

The ratings on these notes have been affirmed:

   -- $147,574,500 class A-2 notes 'AAA';
   -- $50,000,000 class B-1 notes 'B-';

American General is a collateralized bond obligation managed by
AIG Global Investment Corp.  The collateral of American General is
composed of high yield bonds invested in corporate bonds and
non-emerging markets corporate debt.  Payments are made
semi-annually in June and December and the reinvestment period
ended in June 2003.  Included in this review, Fitch discussed the
current state of the portfolio with the asset manager and its
portfolio management strategy.

According to the October 2, 2004 trustee report, the portfolio
includes $20.20 million (9.28%) in defaulted assets.  The deal
also contains $69.97 million (32.16%) assets rated 'CCC+' or below
excluding defaults.  The class A overcollateralization test is
passing at 133.5% with a trigger of 120% and the class B OC test
is failing at 91.3% with a trigger of 104%.  This transaction is
currently in an event of default due to the failure to maintain
the class B OC test at an amount at least equal to 90% of the OC
trigger.  This event has not been cured by a change of asset
manager and the trading ability of the current asset manager has
been limited.  Given that the class A-1 notes have been paid in
full at the last payment date, the credit enhancement of the class
A-2 and A-3 notes have improved and any principal proceeds will be
used to redeem the notes sequentially.

The ratings of the class A-2 and A-3 notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the stated maturity date.  The rating of the class
B-1 notes addresses the likelihood that investors will receive
ultimate and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the
stated maturity date.  The rating of the class B-2 notes addresses
the likelihood that investors will receive ultimate payment of the
stated balance of principal by the stated maturity date.

Fitch will continue to monitor American General closely to ensure
accurate ratings.


ATA AIRLINES: Asks Court Nod to Use $20.7M of Cash Collateral
-------------------------------------------------------------
ATA's businesses require cash.  Without cash, the Debtors would
not be able to operate for even a single day.  When ATA filed for
chapter 11 protection, it had approximately $21,776,594 of
Available Cash.  95% of that cash is pledged to secure repayment
of a $168,000,000 loan from Govco Incorporated, Citibank, N.A.,
AFS Investments XII, Inc., and International Lease Finance
Corporation, for which the Air Transportation and Stabilization
Board provides a $148,500,000 guarantee.  The ATSB Loan balance is
approximately $139,900,000 plus accrued but unpaid interest today.  

The Debtors ask the Bankruptcy Court for permission to use the
95% portion of their Available Cash -- $20,687,765 -- that
constitutes Cash Collateral securing repayment of the ATSB Loan to
fund their on-going operations while in chapter 11.  

The Debtors need access to the Cash Collateral to meet their
payroll and other necessary, ordinary course business
expenditures, acquire goods and services, and administer and
preserve the value of their estates, maintain adequate access to
cash in amounts customary and necessary for companies of their
size in their airline industry to maintain customer and vendor
confidence, and emerge from Chapter 11.  

If ATA can't obtain access to sufficient working capital, the
result will be immediate and irreparable harm the Debtors, their
estates, and their creditors.  

The Debtors tell the Bankruptcy Court that the Lenders have agreed
to permit ATA to use the Cash Collateral:

    (a) to pay the ordinary and reasonable expenses of operating
        their businesses, including, without limitation, payroll
        and benefit expenses (including, the funding of a Court
        approved Key Employee Retention Plan); provided, however,
        that no KERP may be funded by, or on behalf of, the
        Debtors or their directors, officers or employees, until
        the effective date and funding of a Permitted DIP
        Financing Arrangement has occurred; provided, further,
        that no funding shall be made for the KERP if it will
        result in an event of default under this Interim Cash
        Collateral Pact, aircraft and engine debt and lease
        payments, purchase of fuel and supplies, government
        security and inspection fees, advertising, utility
        services, payroll taxes, insurance, supplies and
        equipment, vendor and supplier services, and other
        expenditures as are necessary for operating their
        businesses or consummating a Restructuring Transaction;

    (b) but not to purchase or otherwise acquire aircraft
        without their prior written consent; and

    (c) to make payments authorized under other orders entered
        by the Bankruptcy Court, including payment of
        professionals and other administrative expenses
        (except any fees payable for efforts to contest, but not
        just investigate, the secured position of the ATSB
        Lender Parties).

As adequate protection for the use of the Cash Collateral, the
Debtors and the ATSB Lender Parties agreed to this arrangement:

    (x) The Debtors shall pay, for the benefit of the ATSB Lender
        $250,000 (plus reasonable expenses) for the costs to be
        incurred by the ATSB Lender Parties for the fee charged
        by Lazard Freres & Co. LLC, the financial advisor to the
        ATSB Lender Parties, for one month; and

    (y) the ATSB Lenders receive valid, perfected and enforceable
        Replacement Liens and security interests.

"I believe it is imperative that the Debtors have immediate access
to and the ability to use the Cash Collateral in order to continue
their operations," James W. Hlavacek ATA's Vice Chairman of the
Board tells the Bankruptcy Court.  

Judge Lorch put his stamp of approval on this arrangement through
the conclusion of an Interim Cash Collateral Hearing this coming
Friday, Oct. 29.  The need for continued access to working capital
on an emergency basis is clear.  Interim Approval of the
arrangement at the Oct. 29 is expected to carry the Debtors
through Nov. 23, 2004, before which time the Court anticipates it
will convene a Final Cash Collateral Hearing to resolve any
objections by individual creditors or other parties-in-interest,
including any Official Committees the U.S. Trustee may appoint in
the coming weeks.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA  
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  ATA filed for chapter 11
protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866).  
Terry E. Hall, Esq., at Baker & Daniels, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $745,159,000 in total
assets and $940,521,000 in total debts.  (ATA Airlines Bankruptcy
News, Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ATA AIRLINES: Bankruptcy Causes S&P's Rating to Tumble to D
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on ATA
Holdings Corp. and subsidiary ATA Airlines Inc., including
lowering the corporate credit ratings on both entities to 'D' from
'CCC-'.  The rating on a bond-insured, 'AAA' rated enhanced
equipment trust certificate is affirmed.

"The downgrade reflects the company's October 26, 2004, filing for
Chapter 11 bankruptcy protection," said Standard & Poor's credit
analyst Betsy Snyder.  ATA Airlines, the 10th-largest scheduled
passenger airline in the U.S., is a victim of high fuel prices and
an ongoing weak fare environment that is plaguing the airline
industry, as well as its heavy operating lease burden.  The
company has reached an agreement with AirTran Airways Inc., a
subsidiary of AirTran Holdings Inc., in which AirTran will assume
ATA's Chicago's Midway Airport gate leases and takeoff and landing
slots at Washington's Reagan Airport and New York's LaGuardia
Airport for approximately $87.5 million.

ATA indicated it intends to continue to operate all its other
operations, with plans to build up its Indianapolis hub.  ATA is
also the largest charter airline in North America, providing
charter airline services primarily to U.S. and European tour
operators, as well as to U.S. military and government agencies.
However, it has not yet announced its intentions regarding its
aircraft fleet.  Downgrades of the noninsured enhanced equipment
trust certificates -- EETCs -- reflect increased risk of eventual
default, based on uncertainty regarding these aircraft. While the
Boeing 757's may continue to be used in ATA's charter operations,
the company's change in strategy and the loss of its strong Midway
franchise could constrain its long-term viability.  In addition,
the market for 757's has weakened due to a large number of
available aircraft and could weaken further if other airlines
operating under Chapter 11 bankruptcy protection return aircraft
to creditors.  The 757's securing the pass-through certificates
are older, less-attractive models, and Standard & Poor's believes
that certificateholders would likely receive less than a full
recovery if these aircraft were repossessed and sold.


ATA AIRLINES: Fitch Says Chap. 11 Filing Won't Hurt Airports Much
-----------------------------------------------------------------
Fitch Ratings expects ATA Holdings Inc.'s, parent of ATA Airlines,
filing for protection under Chapter 11 of the U.S. Bankruptcy Code
to have a minimal effect on the credit quality of U.S. airports.
ATA, the nation's 10th largest airline, maintains its largest
operations at Indianapolis International Airport (Indianapolis,
general airport revenue bonds rated 'A+', Stable Outlook by Fitch)
and Chicago Midway International Airport (Midway, first lien GARBs
rated 'A+' by Fitch).  While these two airports face considerable
exposure to ATA, Fitch believes there are several mitigating
factors that should insulate the airports from a possible
liquidation of the airline.

Midway is the largest station in the ATA network, where it and its
regional affiliate, Chicago Express, accounted for 45.8% of total
enplanements for the first eight months of 2004. The greatest risk
to Midway is a prolonged period of inactivity at the ATA gates
during the bankruptcy process.  However, ATA has entered into an
agreement with AirTran Airways through which AirTran will
gradually assume ATA's leased gates at Midway, which should result
in stable service levels at the airport.  This transaction
requires the approval of the bankruptcy court, and, under Midway's
use and lease agreement, the City of Chicago.  Furthermore, the
use and lease agreement allows the city to permit the temporary
use of any underused gate to accommodate the demands of other
carriers.  Over the longer term, Fitch expects Midway to rebound
from any disruption in air service caused by a cessation of ATA's
service, based on the airport's strong origination and destination
market, which produced 8.1% enplanement growth on average annually
from 1994-2003.

At Indianapolis, ATA accounted for 21% of total enplanements in
2003 to rank as the airport's largest carrier.  As a result of the
planned sale of its Midway access, ATA plans for the reorganized
airline to center its operations at Indianapolis.

Overall, the Indianapolis market is well diversified, as the next
six largest carriers each accounted for approximately 10% of total
enplanements.  This diversity, along with the region's strong O&D
oriented market, indicates strong demand for air service.
Furthermore, Northwest Airlines (Northwest, senior unsecured debt
rated 'B' by Fitch) has already announced service to 12 new
destinations, adding 22 daily flights from Indianapolis, most of
which commences October 31, 2004.  Additionally, the airport's
residual use and lease agreement allows management to spread any
decline in revenue should ATA eventually cease operations at
Indianapolis to the remaining carriers, which should sustain its
ability to generate revenue well above required debt service.

In recent conversations with management at both Indianapolis and
Midway, Fitch was advised that ATA is current on all payments,
including passenger facility charge receipts.  As of August 31,
Indianapolis reported $32.7 million of unrestricted cash on hand,
while Midway held $25.6 million of cash in its revenue fund.

As ATA does not represent a significant presence at any other
Fitch-rated airport, the credit implications of a possible
liquidation of the airline should be minimal outside of
Indianapolis and Midway.  Most of ATA's service outside of
Indianapolis and Midway is largely to popular leisure destinations
with strong O&D characteristics, thus Fitch expects other airlines
to readily absorb any forgone demand currently served by the
airline in these other markets.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA  
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th   
largest passenger carrier (based on revenue passenger miles) and  
one of the nation's largest low-fare carriers.  ATA has one of the  
youngest, most fuel- efficient fleets among the major carriers,  
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations. Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The  
Company and its debtor-affiliates filed for chapter 11 protection  
on October 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868  
through 04-19874). Terry E. Hall, Esq., at Baker & Daniels,  
represents the Debtors in their restructuring efforts.  When the  
Debtors filed for protection from their creditors, they listed  
$745,159,000 in total assets and $940,521,000 in total debts.


ATA AIRLINES: Vacations Unit Emphasizes "Business as Usual"
-----------------------------------------------------------
ATA Vacations remains fully committed to the care of its
passengers and will continue to operate business as usual while
its air carrier, ATA Airlines, operates under Chapter 11
protection of the U.S. Bankruptcy Code.

ATA Holdings Corp., parent of ATA Airlines, filed a voluntary
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code on Oct. 26, 2004.

ATA Vacations, operated by The Mark Travel Corporation, is not a
part of this filing.  ATA Vacations remains committed to excellent
customer service.  Travelers will notice no changes to the
company's customer service programs or policies. All ATA Vacations
reservations will be honored and all regular refund and exchange
policies apply.

ATA Airlines emphasized that it continues to operate business as
usual. The airline said in a statement "it stands by its customer
commitments, honoring tickets, upholding its full flight schedule,
in-flight services and frequent flyer reward programs."

In conjunction with the filing, ATA reported that it has reached
an agreement with Air Tran Airways to purchase and assume flight
operations, gate leases, and routes in Chicago Midway Airport, as
well as arrival and departure slots at LaGuardia Airport and
Ronald Reagan Washington National Airport.

Operations at Chicago Midway, LGA and DCA will continue to be
operated by ATA Airlines as usual until the agreement is approved
by the bankruptcy court.  ATA Airlines passengers holding existing
reservations for flights to and from Chicago Midway will be
serviced under their originally issued tickets without the need
for rebooking.

ATA Vacations is operated by The Mark Travel Corporation which is
an industry leader comprised of 16 nationally recognized vacation
companies including leading airlines and hotels.

"The Mark Travel Corporation is fully committed to the customers
of ATA Vacations and will continue to provide them with the best
possible vacation experience," said John Tarkowski, general
manager for ATA Vacations.  "With 30 years of success in the
travel industry, we are the company that leading airlines and
hoteliers trust to manage their vacation brands and deliver a
positive vacation experience for customers."

Mark Travel has a 30-year track record of stability, integrity and
success and is affiliated with:

   * the United States Tour Operators Association (USTOA)
     $1 Million Traveler's Assistance Program;

   * American Society of Travel Agents (ASTA);

   * ASTA Tour Operators Program (TOP); and

   * the Travel Industry Association of America (TIA).

ATA Vacations is operated by The Mark Travel Corporation in
Milwaukee, one of the largest vacation companies and operators of
private-label brands in the United States.  Through its
association with Mark Travel, ATA Vacations is a member of the
United States Tour Operator Association's $1 Million Traveler's
Assistance Program and the American Society of Travel Agents.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA  
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th   
largest passenger carrier (based on revenue passenger miles) and  
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel- efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations. Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The  
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed  
$745,159,000 in total assets and $940,521,000 in total debts.


ATPC LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: ATPC, LLC
        dba Majestic Oaks Club
        fka Polo Holdings, LLC
        fdba Austin Tennis At the Polo Club
        10922 Bexley Lane
        Austin, Texas 78739

Bankruptcy Case No.: 04-15484

Type of Business:  The Company operates a tennis and fitness
                   club.  See http://www.majesticoaksclub.net/

Chapter 11 Petition Date: October 26, 2004

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsels: Stephen W. Sather, Esq.
                   Barron & Newburger, P.C.
                   1212 Guadalupe, Suite 104
                   Austin, Texas 78701
                   Tel: (512) 476-9103 Extension 220
                   Fax: (512) 476-9253

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
    ------                    ---------------       ------------
Hest Fitness Products         Equipment                  $80,345
2438 West Anderson Lane
Austin, Texas 78757

McClintic, Jim and Renee      Loan                       $30,000
8309 Blazyk Drive
Austin, Texas 78737

Brannen, Rusty                Loan                       $30,000
2627 Buell Avenue
Austin, Texas 78757

Butchee, J. Kerlin            Contract labor             $28,000

Frawley, Theresa              Loan                       $20,000

McBurney, Jay and Shay        Loan                       $12,000

Internal Revenue Service      940/941 taxes               $8,000

Advanta Bank                  Credit Card                 $7,239

Brown McCarroll, LLP          Fees                        $7,000

Cooper Graci & Company, PC    Services                    $5,120

Head/Penn Racquet Sports      Credit                      $4,159

Williams Scottsman            Credit                      $3,476

Culligan Water Conditioning   Services                    $3,265

First State Bank              Credit                      $2,535

Faubion, Bob                  Loan                        $2,022

Specialty Equipment Leasing   Lease                       $1,910

State of TX Comptroller of    Taxes                       $1,580
Public Accounts

Austin Society                Fees                        $1,407

Independent Propane Company   Credit                      $1,245

Austin Detailers              Services                    $1,217


AXIA NETMEDIA: Reduces 1st Quarter 2005 Net Loss By 73 Percent
--------------------------------------------------------------
Axia NetMedia Corporation reported its results for the first
quarter of fiscal 2005.  Consolidated gross profit remained
relatively flat at $1.6 million compared to $1.7 million for the
same period in fiscal 2004, but was higher as a percentage of
revenue. Revenues for the period ended September 30, 2004 were
$7.3 million compared to $9.1 million for the quarter ended
September 30, 2003.  This was due mainly to the reduction of
Alberta SuperNet core electronics purchases that were materially
completed in the fourth quarter of 2004.

During the first quarter of 2005, Axia made significant reductions
in its net loss, which declined to $1.2 million compared to
$4.5 million for the same period in 2004.  On a comparative basis,
the Corporation's net loss in 2005 improved as Axia shed the
losses of $3.0 million from discontinued operations recorded in
the first quarter of 2004.  Additionally, overhead in the first
quarter of 2005 was reduced as the impact of cost cuts made in
2004 took effect.

President Murray Wallace said, "The first quarter marked the
beginning of a new stage in Axia's development.  Our past efforts
at expense reduction are clearly evident in our lower cost
structure.  Concurrently, we are getting closer to realizing
larger operating revenues from our Real Broadband initiatives and
our agreement with Bell sets the stage for working with them more
closely in the future.  We believe that these factors are working
together to position Axia for profitability which will emerge
soon." Art Price, Chairman and CEO added, "These developments
strengthen Axia's position as a leader in Real Broadband.  Axia is
working hard with our partners to make the Alberta SuperNet the
showcase it can be and to exploit other opportunities that arise."

                   First Quarter 2005 Highlights

On October 8, 2004 Axia announced it had settled its outstanding
issues with Bell West and had entered into a new partnership with
Bell.  The disputes related to the construction and operation of
the Alberta SuperNet.  An arbitration decision in September 2004
resolved the operational issues and the settlement successfully
resolved the remaining issues without arbitration.  As part of the
settlement, both companies agreed that specific terms of the
agreement would remain confidential.  Additionally, the companies
agreed that Axia would advise Bell on the use of wireless
technology in Bell's western network and Bell will sponsor Axia's
interactive media services for educational institutions.  The
agreement has an initial term in place until June 30, 2005.

Other highlights of the quarter included extending the reach of
the Alberta SuperNet.  During the first quarter, Axia completed a
business plan for the Olds Institute for Community and Rural
Development on extending the power of the Alberta SuperNet
throughout the Town of Olds and surrounding Mountain View County.
Axia is awaiting their comments and feedback on the plan.  In
September, TELUS launched its first services for the Government of
Alberta and public sector institutions over the Alberta SuperNet
since becoming an Alberta SuperNet Service Provider.  Finally,
subsequent to the end of the first quarter of 2005, Axia created
the Alberta SuperNet Certification and Showcase Lab with the
Network for Emerging Wireless Technologies, which will help   
small-to-medium-sized Alberta companies develop and test customer
network services such as Internet access, Web hosting or
centralized payroll systems before they are deployed across the
Alberta SuperNet.  The lab, which links directly from NEWT's
Calgary wireless test centre into the Alberta SuperNet on a
protected and monitored circuit, will let smaller companies see
exactly how their applications and services will perform on a
powerful Real Broadband network.  The lab will help entrepreneurs
deliver innovative and powerful services throughout the province,
creating a showcase for Alberta firms to sell their capabilities
worldwide.

These developments are indicative of the potential of the Alberta
SuperNet.  As the network moves to completion and customers are
connected, Axia will begin to experience reliable, dependable
earnings from those efforts.

Axia France, the joint venture company with Groupe Marais,
continued its bid response and marketing efforts.  Axia France is
currently in the process of preparing and submitting several bids
to design, build, manage, operate and market Real Broadband
networks and IP services.  In addition, Marais and its partners
continued network construction in the department of Maine et Loire
and on the Creusot Montceau project which includes 13 towns to be
networked with fibre in the Bourgogne region.  Construction has
not yet started for the city of Caen and the city of Vannes where
the business has been won but contracts are being negotiated.
Contracts were signed for one additional project in the city of
Arras in the north of France.

During the first quarter of 2005, Axia's Interactive Media group
has been working with the Bombardier Aerospace Aircraft Services,
Regional Aircraft Customer Training Centre on upgrading the
award-winning computer-based training program for the Regional Jet
CRJ200 Series Flight and Maintenance Training.  In addition, Axia
is updating the CRJ Flight Deck Manuals and Fold-outs for the CRJ
200, 700 & 900 Series Aircraft.

In September, the Corporation signed a five-year agreement with
the Society and College of Radiographers in the United Kingdom for
the provision of a web-based Continual Professional Development
recording and reporting system for radiographers and assistants
which will be built on Axia's NOW.net application-development
platform.

Subsequent to the end of the first quarter, Axia announced an
agreement with WCG International Consultants of Victoria, British
Columbia to jointly market and further expand both companies'
respective web-based career-development applications.  Previously,
Axia had developed and successfully marketed Futures, a career-
and workforce-development application, to large enterprise
customers in Europe.  WCG has had similar success in North America
with WOW-Skills, a career-development tool that includes content
expertise contributed by the Conference Board of Canada.  
Together, the companies are creating YourCareerWave.com - a web-
based learning portal that combines the content and diagnostic
tools from both these products.  YourCareerWave.com is built on
Axia's NOW.net application- development platform.

AdFarm, Axia's agri-business marketing and communications
partnership, continues to make a financial contribution to Axia as
Adfarm is increasingly regarded in North American agri-business as
a quality producer of communications solutions.

          First Quarter 2005 Consolidated Financial Results
          
Revenues for the first quarter of 2005 ended September 30, 2004
were $7.3 million compared to $9.1 million for the same period in
the prior year.  Revenues for the Interactive Network Services
business segment were down almost 30 percent to $4.7 million for
the three months ended September 30, 2004 compared to $6.7 million
in the first quarter of 2004 due to significant purchases for
Alberta SuperNet of core electronics in the prior year.
Interactive Media Service revenues increased 8 percent to
$2.6 million from $2.4 million in the first quarter of 2004.  The
increase was due to slightly higher revenues in the first quarter
of 2005 and a small increase in revenues from AdFarm.

Consolidated gross profit remained relatively flat at $1.6 million
for the three-month period ended September 30, 2004 compared to
$1.7 million for the same period in the previous year.  The
Interactive Network segment decreased its gross profits to
$0.7 million in the first quarter of fiscal 2005 from $0.9 million
for the same period in fiscal 2004 due to higher purchases in the
prior year for Alberta SuperNet core electronics.  Interactive
Media Services produced gross profits of $0.9 million for the
quarter ended September 30, 2004 compared to $0.7 million for the
quarter ended September 30, 2003.  These increased gross profits
resulted from slightly higher revenue in this quarter and a
decrease in direct costs.

Axia continued to focus on reducing its overall expenditures.
Marketing, administration and business development expenses were
down 37 percent to $1.7 million for the three-month period ended
September 30, 2004 compared to $2.7 million for the three-month
period ended September 30, 2003.  However, interest expense
increased to $0.6 million in the current quarter ended September
30, 2004 compared to $0.3 million for the same period in the
previous year due largely to charges related to financing and
warrant costs.

For the three-month period ended September 30, 2004, the
Corporation made significant improvement to its net loss, which
declined 73 percent to $1.2 million compared to $4.5 million in
the first quarter of 2003.  The Corporation's loss from continuing
operations declined to $1.2 million for the first quarter ended
September 30, 2004 compared to $1.5 million for the quarter ended
September 30, 2003.  Although gross profits were relatively the
same for both periods, total expenses declined 18 percent and
accordingly reduced the Corporation's loss from continuing
operations.

The income from discontinued operations was $0.007 million for the
current quarter ended September 30, 2004 compared to a loss of
$3.0 million in 2003.  In the first quarter of fiscal 2004, the
Corporation sold its network cabling business, Netricom.

In the first quarter of fiscal 2005, Axia continued to incur
operating losses and had a working capital deficiency of
$6.6 million compared to a working capital deficiency of $4.2
million as of June 30, 2004.  However, Axia's agreement with Bell
will generate a material amount of working capital during fiscal
2005, as the services are provided and the revenues earned.  The
Corporation is continuing to take steps to obtain sufficient
working capital to finance operations through June 30, 2005 and to
provide for the orderly repayment of $8.035 million of term debt
in the months of June and July 2005.  The alternative sources of
funding available to the Corporation include the issuance of
additional equity and the sale or refinancing of assets.  Funds
used in continuing operations during the three months ended
September 30, 2004 declined 52 percent to $0.5 million compared to
$1.1 million for the same period ended September 30, 2003.
Improved gross profits and reduced expenditures contributed to the
decline.  The Corporation is confident that the liquidity issues
as discussed in its 2004 Annual Report will be resolved during the
current year.

                             Outlook

With the successful resolution of the disputes with Bell West and
the new partnership with Bell, Axia is focused on the successful
completion of the Alberta SuperNet, which continues to be its
primary revenue and profit driver.  With its new partnership with
Bell, Axia is able to focus on the future and ensure that the
Alberta SuperNet lives up to its potential.

                        About the Company

Axia NetMedia Corporation helps organizations and individuals meet
the needs of the Knowledge Economy by combining the power of next-
generation, Real Broadband networks with high-end e-learning
applications.  Axia has 176 employees and trades on the Toronto
Stock Exchange under the symbol "AXX".  For more information,
visit its Web site at http://www.axia.com/

                         *     *     *

As reported in the Troubled Company Reporter on May 28, 2004,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to industrial products manufacturer AXIA Inc.  The
outlook is stable.


BCP CRYSTAL: S&P Affirms Single-B Ratings with Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
specialty chemical producer BCP Crystal US Holdings Corp. and its
Kronberg, Germany-based subsidiary, Celanese AG, to negative from
stable.  The outlook revision follows the recently announced
agreement that Dallas, Texas-based BCP will acquire Acetex Corp.
in a debt-financed transaction, valued at $492 million.

The 'B+' corporate credit and senior secured bank loan ratings and
'B-' senior unsecured and subordinated debt ratings on BCP are
affirmed.

At the same time, Standard & Poor's affirmed its ratings on
Vancouver, British Columbia-based Acetex Corp. and revised the
outlook to negative from stable.   The affirmation and outlook
revision on Acetex reflect Standard & Poor's expectation that
Acetex's credit quality will reflect that of its ultimate parent,
BCP Crystal US Holdings Corp., if the acquisition is completed as
proposed.

Standard & Poor's views BCP Crystal's announced acquisition of
Acetex as a continuation of this company's very aggressive
financial policies.

"While the transaction does not result in a meaningful leveraging
of BCP's financial profile and strengthens its acetyls business,
it serves to extend already-poor debt leverage measures," said
Standard & Poor's credit analyst Wesley E. Chinn.  "Moreover, the
potential acquisition does call into question whether management
will use prospective discretionary cash flows to help improve
credit statistics to appropriate levels," added Mr. Chinn.

BCP Crystal's credit quality reflects:

   (1) Considerable debt that resulted from borrowings earlier
       this year to fund the Blackstone Group's tender offer for
       the shares of Celanese -- a transaction valued at about
       $3.4 billion; and

   (2) Very aggressive financial policies of the equity sponsor
       (the pending debt increase to fund the Acetex acquisition
       and recent addition to debt to finance a dividend to the
       equity sponsors underscore the company's willingness to
       prioritize growth and shareholder rewards over the
       restoration of credit quality).

These weaknesses are only partially offset by the company's solid
business profile as an integrated producer of diverse commodity
and industrial chemicals, prospects for improving cash flow
generation, and its reasonable liquidity.


BICO INC: Inks Formal Agreement on Merger Plan with cXc Services
----------------------------------------------------------------
BICO, Incorporated, (Pink Sheets: BIKO) has entered into an
Agreement and Plan of Merger with a private California based
company, cXc Services, Inc. -- http://www.cxcservices.com/-- with  
the surviving entity continuing as the publicly traded company
under the BICO, Inc. name and the trading symbol BIKO.  The
foregoing is in accord with BICO's Chapter 11 Reorganization Plan
approved by the U.S. Bankruptcy Court for the Western District of
Pennsylvania and consented to by the Securities and Exchange
Commission as well as the Pennsylvania Department of Revenue.  It
is anticipated that the merger will be completed in the very near
future.

cXc Services, Inc., is a new company which will be both a
distributor of Internet appliances and an advertising and content
publisher, delivering content and other fee-based services,
including ISP, telephone services, video conferencing and e-
commerce fulfillment directly to its appliances.  cXc is the
exclusive North American distributor of Amstrad's em@iler web
phones.  Amstrad is a British company that has been in the
consumer electronics business since 1972 manufacturing PC's, audio
equipment, and television "set top" boxes as well as telephones.
The key features of the latest model, the E3 include: e-mail
management, internet access, built-in video camera, USB port, EMV
compliant smart card reader, SMS/MMS messaging, built-in digital
voice mail, full-duplex quality hands free speakerphone, Linux
operating system and Mobile Explorer browser.  The E3 is in the
final process of gaining FCC, UL and Canadian Industries approval.

Headquartered in Pittsburgh, Pennsylvania, Bico, Inc., formerly
known as Biocontrol Technology, Inc., manufactures laboratory
sized ore crushers.  The Company filed for Chapter 11 protection
on March 18, 2003 (Bankr. W.D. Pa. Case No.: 03-23239).  Steven T.
Shreve, Esq., at Shreve & Pail represents the Debtor in its
restructuring efforts.


BMC INDUSTRIES: Completes Sale of Buckbee-Mears Assets
------------------------------------------------------
BMC Industries, Inc. (Pink Sheets:BMMI), has completed the sale of
the manufacturing facility and other selected assets of its
Cortland, N.Y.-based Buckbee-Mears group to International Electron
Devices (USA), LLC, a New York limited liability company.

In December 2003, BMC announced that it would wind down its
Buckbee-Mears operations and sell the related assets by mid-2004.
Prior to closing earlier this year, the Buckbee-Mears group
produced aperture masks, a key component in color picture tubes,
and other photochemically etched metal products used in a variety
of applications. In July 2004, the company entered into an
agreement to sell the assets of the Buckbee-Mears group to
International Electron Devices (USA), LLC, subject to a court-
supervised auction process, which occurred in September 2004.

As reported in the Troubled Company Reporter on Oct. 7, 2004, the
Honorable Robert Kressel of the U.S. Bankruptcy Court for the
District of Minnesota put his stamp of approval on an order
authorizing BMC Industries Inc. to sell its Buckbee-Mears Medical
Technologies LLC subsidiary to International Electron Devices LLC
for $9.1 million.

IED has indicated that it will continue to operate under the trade
name Buckbee-Mears, saying that name carries global recognition as
a leader in the photochemical machining industry.

Earlier this year, BMC Industries sold its Vision-Ease Lens Inc.
business to Insight Equity Partners L.P. for $56.5 million.

BMC continues to operate its Optical Products business through its
Vision-Ease Lens, Inc. subsidiary. BMC announced on June 23, 2004,
that the company and its domestic subsidiaries had filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Minnesota, and that BMC had reached an agreement to sell selected
assets of the Vision-Ease Lens business to I.E.A.P. X, LP, a Texas
limited partnership.

BMC will use the net proceeds from the sale of the Buckbee-Mears
assets and other asset sales to repay any outstanding debtor-in-
possession financing and a portion of the outstanding indebtedness
under its senior secured credit facility.

Headquartered in Ramsey, Minnesota, BMC Industries Inc. --
<http://www.bmcind.com/>http://www.bmcind.com/-- is a  
multinational manufacturer and distributor of high-volume
precision products in two business segments, Optical Products and
Buckbee Mears. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Minn. Case No. 04-43515) on
June 23, 2004. Jeff J. Friedman, Esq., at Katten Muchin Zavis
Rosenman, and Clinton E. Cutler, Esq., at Fredrikson & Byron,
P.A., represent the Debtors in their restructuring efforts. When
the Debtor filed for protection from its creditors, it listed
$105,253,000 in assets and $164,751,000 in liabilities.


BMC INDUSTRIES: Creditors Must File Proofs of Claim by Nov. 1
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota set
November 1, 2004, as the deadline for all creditors owed money by
BMC Industries, Inc., on account of claims arising prior to
June 23, 2004, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
November 1 Claims Bar Date and those forms must be delivered to:

            Clerk of the Bankruptcy Court
            District of Minnesota
            U.S. Courthouse, Room 301
            300 S 4th Street
            Minneapolis, Minnesota 55415

For governmental units, the Claims Bar Date is December 20, 2004.

Headquartered in Ramsey, Minnesota, BMC Industries Inc. --  
http://www.bmcind.com/-- is a multinational manufacturer and   
distributor of high-volume precision products in two business  
segments, Optical Products and Buckbee Mears.  The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. D.  
Minn. Case No. 04-43515) on June 23, 2004.  Jeff J. Friedman,
Esq., at Katten Muchin, Zavis Rosenman and Clinton E. Cutler,
Esq., at Fredrikson & Byron, P.A., represent the Debtors in their  
restructuring efforts.  When the Debtor filed for protection from  
its creditors, it listed $105,253,000 in assets and $164,751,000  
in liabilities.


BORGER ENERGY: S&P Pares Rating on $117M Sr. Secured Bonds to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Borger
Energy Associates L.P./Borger Funding Corp.'s. $117 million senior
secured bonds due 2022 to 'BB+' from 'BBB-' and placed the rating
on CreditWatch with negative implications.

"The rating action results from Standard & Poor's expectation that
steam offtake volumes, and thus cash flows, will likely decline
from historic levels," said Standard & Poor's credit analyst
Suzanne G. Smith.  The decline could be material but the level of
offtake volumes appears uncertain at this time.  "In addition,
continued uncertainty surrounding Borger's generator maintenance
plan introduces the potential for increased operational risk that
may not be reflective of similar projects that have investment-
grade ratings," she continued.

Standard & Poor's expects to resolve the CreditWatch listing when
Borger is more certain about its long-term steam offtake situation
and resolves its long-term maintenance plan.  The rating could be
lowered if a material decline in steam offtake volumes, and
consequently, financial performance occurs or appears likely.


BUFFALO MOLDED: Comerica Extends $16 Million of DIP Financing
-------------------------------------------------------------
Comerica Bank has agreed to provide Buffalo Molded Plastics, Inc.,
with up to $16 million of debtor-in-possession financing until the
company can find a buyer and sell its assets in a Sec. 363 sale
transaction or pursuant to a chapter 11 plan.  The new money will
be used to fund on-going post-petition operating expenses.  The
Debtors (and Comerica) hope a transaction can be completed within
the next six months.  Comerica is owed approximately $17.5 million
under prepetition loan agreements with the plastic parts maker
doing business as Andover Industries.  

Robe J. Diehl, Jr., Esq., and Ralph E. McDowell, Esq., at Bodman
LLP, and George L. Cass, Esq., at Buchanan Ingersoll, PC,
represent Comerica Bank.  

Buffalo Molded Plastics, Inc., dba Andover Industries, filed for
chapter 11 protection on Oct. 21, 2004 (Bankr. W.D. Pa. Case No.
04-12782).  David Bruce Salzman, Esq., at Campbell & Levine, LLC,
represents the company.  When the Debtor filed for chapter 11
protection it estimated debts and assets in the $10 million to
$50 million range.  


CALPINE CORP: Closes $360 Mil. Equity Offering for Saltend Project
------------------------------------------------------------------
Calpine Corporation's (NYSE: CPN) indirect, wholly owned
subsidiary Calpine (Jersey) Limited has received funding on its
$360 million offering of two-year, Redeemable Preferred Shares at
U.S. LIBOR plus 700 basis points.

The proceeds of the offering of the Redeemable Preferred Shares
were loaned to Calpine's 1,200-megawatt Saltend cogeneration power
plant located in Hull, Yorkshire, England, and the payments of
principal and interest on such loan will fund payments on the
Redeemable Preferred Shares.  The net proceeds of the Redeemable
Preferred Shares offering will be used as permitted by the
company's indentures.

The Redeemable Preferred Shares were not registered under the
Securities Act of 1933, and could not be offered in the United
States absent registration or an applicable exemption from
registration requirements.  The Redeemable Preferred Shares were
offered in a private placement in the United States under
Regulation D under the Securities Act of 1933 and outside of the
United States pursuant to Regulation S under the Securities Act of
1933. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy. Securities laws applicable to
private placements limit the extent of information that can be
provided at this time.

Calpine Corporation is a North American power company dedicated to  
providing electric power to customers from clean, efficient,  
natural gas-fired and geothermal power plants.  The company  
generates power at plants it owns or leases in 21 states in the  
United States, three provinces in Canada and in the United  
Kingdom. Calpine, founded in 1984, is listed on the S&P 500 and  
was named FORTUNE's 2004 Most Admired Energy Company.  Calpine is  
publicly traded on the New York Stock Exchange under the symbol  
CPN. For more information, visit http://www.calpine.com/

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Calpine Corp.'s (B/Negative/--) $736 million unsecured convertible
notes due 2014.  The rating on the notes is the same as Calpine's
existing unsecured debt and two notches lower than the corporate
credit rating.  The outlook is negative.

As reported in the Troubled Company Reporter on Oct. 25, 2004,
Fitch Ratings has withdrawn the 'CCC' rating and Stable Rating
Outlook for Calpine Corp.'s 5.75% High Tides I and 5.50% High
Tides II trust preferred securities.  The rating withdrawal
reflects the full redemption of these securities.


CARBITE GOLF: Emerges from Chapter 11 Protection
------------------------------------------------
Carbite, Inc., an affiliate of Carbite Golf, Inc., has emerged
from chapter 11.   

"We're emerging . . . with all of our past sins essentially behind
us,"  Bill Zebedee, Carbite's President told Steve Pike, a Senior
Writer for PGA.com, "with a clean balance sheet and I would say
poised for a strong retail entry in '05."  Mr. Zebedee was hired
just prior to Carbite seeing court protection from its creditors.  
"Basically what we've done the past two years is attempt to polish
the (Carbite) name and clean up our act with retailers and green
grass shops," Mr. Zebedee said.  "I think we've made a lot of
progress."  A 10-year supply of left-handed putters is history,
Mr. Zebedee relates, and the chapter 11 process helped clean up
some warranty claims.   

Carbite, Inc., filed for chatper 11 protection on Nov. 18, 2002
(Bankr. S.D. Calif. Case No. 02-11317).  James P. Hill, Esq., at
Sullivan, Hill, Lewin, Rez & Engel, PLC, represented the Debtor in
its restructuring.  Carbite Golf is a San Diego based company,
specializing in putters and wedges that use its patented powder
metal technology.  See http://www.carbitegolf.com/


CATHOLIC CHURCH: Dispute Erupts Over What Portland Diocese Owns
---------------------------------------------------------------
On Schedule B, Personal Property, to the Schedules of Assets and
Liabilities filed by the Roman Catholic Archdiocese of Portland in
Oregon, the Archdiocese listed personal property that's held in
its name or has been deposited or invested in accounts in its
name, but the Archdiocese does not consider to be property of its
estate:

   (1) An Umpqua Bank Money Market Account with a balance of
       $17,554;

   (2) A Union Bank Short-Term Cash Account with a balance of
       $9,625,214 as of June 30, 2004;

   (3) A Union Bank of California Equity Account with a value as
       of June 30, 2004, of $59,546,693;

   (4) A Union Bank of California Archdiocese Fixed Income
       Accounts with a value as of June 30, 2004, of $28,680,991;
       and

   (5) Certain machinery, equipment, fixtures and inventory.

On Schedule A, Real Property, of the Archdiocese's Schedule of
Assets and Liabilities, the Archdiocese further states that it
holds bare legal title, but no equitable or beneficial interest,
in certain real property assets listed in response to Question 14
(Property Held for Another Person) on its Statement of Financial
Affairs.

In response to Question 14, the Archdiocese attached Exhibits
14.A and 14.B which stated that the Archdiocese holds:

   (1) for others certain bank accounts, investment accounts and
       other funds and accounts; and

   (2) bare legal title to certain real properties for the
       benefit of parishes, schools, cemeteries and other
       interests, and that the Archdiocese has no legal or
       beneficial interest in the properties.

The Committee of Tort Claimants appointed in the Archdiocese's
Chapter 11 case contends that the real and personal property
listed on Exhibits 14.A and 14.B, and the real and personal
property identified in Schedules A and B, are, in fact, property
of the Archdiocese's estate, free and clear of interests of any
other person.

"An actual controversy exists with respect to the interests of the
estate in the Disputed Property," Albert N. Kennedy, Esq., at
Tonkon Torp, LLP, in Portland, Oregon, tells Judge Perris.

Accordingly, the Tort Committee asks the Court to declare that the
Disputed Property is property of the Archdiocese's estate, free of
the interests of any other person.

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)


CATHOLIC: Tucson Gets Okay to Continue Vacation Banking Program
---------------------------------------------------------------
The employees of the Roman Catholic Church of the Diocese of
Tucson work in numerous ministries and other operations providing
ecclesiastical, managerial, clerical, religious, and pastoral
services to the more than 300,000 Roman Catholics who live within
its boundaries.  Examples of these services include, but not
limited to, office of youth ministries, religious education,
Catholic Relief Services, archives, Catholic Campaign for Human
Development, Office of Child, Adolescent, and Adult Protection,
the victim assistance program, and the Safe Environment program.

The VAP, in conjunction with Catholic Social Service and Pima
County Attorney's Office, facilitates law enforcement
investigation of abuse allegations and provides free counseling to
victims.

The Safe Environment Program includes:

     * training sessions of all parish and school employees;

     * mandatory fingerprinting of all current and prospective
       employees of the Diocese, parishes and schools including
       priests, religious women, religious brothers, deacons, and
       seminarians, and volunteers;

     * criminal history background checks of all current and
       prospective employees and volunteers; and

     * continuing education for clergy, marriage, family life,
       and aging, and multiple other ministries and disciplines.

Because of its tax-exempt status, the Diocese does not pay
unemployment taxes.  As a result, its employees are not entitled
to unemployment benefits.  To be able to recruit and retain
qualified and competent employees, the Diocese historically
offered a liberal vacation and sick time policy.  Diocesan
employees accrue between 14 and 26 vacation days and between 14
and 26 sick days per year.  Historically, the Diocese allowed its
employees to accrue an unlimited amount of vacation and sick time.  
In March 2004, the Diocese modified this policy to limit the
amount of vacation and sick time accrual to two years worth of
vacation -- between 28 and 52 days -- and two years of sick time
-- between 28 and 52 days.

As of the Petition Date, there are nine employees who had
excessive accrued vacation and or sick time.  For those employees,
the hours beyond what was allowable was "banked."  Although all
employees are encouraged to take as much vacation as is possible,
if it is not used, it will be paid out when their employment is
terminated.  This Retention Package ultimately serves as a
severance package for long-term employees who are laid off or
retire.

Under the current policy, the cost to the Diocese if an employee
accrues the maximum two years of vacation can range from $1,904 to
$13,537.  For the nine employees who have banked vacation, the
range is from $189 to $9,386.  The total payout available to this
category of employees is $35,989.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang, LLP, in
Tucson, Arizona, tells Judge Marlar that the Retention Package is
critical to the Diocese's ability to retain the current employees
that are key to its ministry and reorganization.  While the
Diocese's "business" is not the same as a commercial enterprise,
the Diocese's ability to fairly compensate victims of abuse by
clergy, to continue to provide victim support programs like the
VAP, to continue to work to prevent future abuse, and to simply
continue its ministry, depends on its employees.  The Diocese's
inability to continue to honor the Retention Package would likely
result in massive turnover and low employee morale.

Ms. Boswell also notes that the Retention Package imposes minimal
incremental costs relative to the expected impact.

Thus, the Diocese sought and obtained Court approval to continue
to honor the Retention Package pursuant to Sections 105(a) and
363(b) of the Bankruptcy Code.

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)


CCC INFO: Reschedules Third Quarter Earnings Release to Nov. 1
--------------------------------------------------------------
CCC Information Services Group Inc. (NASDAQ:CCCG) rescheduled its
third quarter 2004 earnings release for Monday, November 1st.  The
company will host a live web cast to discuss its third quarter
2004 earnings at 11:00 a.m. EST at http://www.cccis.com/

A recording of the conference call will also be available on
Monday, November 1st, beginning at 1:00 p.m. EST, and will be
available through November 8th, at 11:59 p.m. EST.  To access the
replay, simply call 888-286-8010 and then use passcode of
54958086.  A replay of the web cast will also be available at
http://www.cccis.com/

                        About the Company

CCC Information Services Group Inc. (NASDAQ:CCCG), headquartered
in Chicago, is a leading supplier of advanced software,
communications systems, Internet and wireless-enabled technology
solutions to the automotive claims and collision repair
industries.  Its technology-based products and services optimize
efficiency throughout the entire claims management supply chain
and facilitate communication among approximately 21,000 collision
repair facilities, 350 insurance companies, and a range of
industry participants.  For more information about CCC Information
Services, visit CCC's Web site at http://www.cccis.com/

                         *     *     *

As reported in the Troubled Company Reporter on August 5, 2004,  
Standard & Poor's Ratings Services assigned its 'B+' corporate  
credit rating to Chicago, Illinois-based CCC Information Services  
Inc.  

At the same time, Standard & Poor's assigned its 'B+' senior  
secured debt rating, with a recovery rating of '4', to the  
company's proposed $208 million senior secured bank facility,  
which will consist of a $30 million revolving credit facility (due  
2009) and a $178 million term loan (due 2010).  The 'B+' rating on  
the senior secured debt is the same as the corporate credit rating  
and the '4' recovery rating indicates that the first priority  
senior secured debt holders can expect marginal (25%-50%) recovery  
of principal in the event of a default.  

The proceeds from this facility, along with about $38 million of  
cash on hand, will be used to repurchase $210 million in CCC's  
common stock.  The outlook is positive.  Pro forma for the  
proposed bank facility, CCC had approximately $205 million in  
operating lease-adjusted debt as of June 2004.  


CITIGROUP MORTGAGE: Fitch Puts Low-B Ratings on Classes B-4 & B-5
-----------------------------------------------------------------
Fitch rates Citigroup Mortgage Loan Trust's $1.02 billion mortgage
pass-through certificates, series 2004-UST1 as follows:

   -- $998 million classes A1-A6 certificates and R (non-offered)
      certificate (senior certificates) 'AAA';

   -- $12.3 million class B-1 certificates 'AA';

   -- $6.1 million class B-2 certificates 'A';

   -- $3.5 million class B-3 certificates 'BBB';

   -- $2 million class B-4 certificates 'BB';

   -- $1.5 million class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 2.75%
subordination provided by:

   * the non-offered 1.20% class B-1,
   * the 0.60% non-offered class B-2,
   * the 0.35% non-offered class B-3,
   * the 0.20% non-offered class B-4,
   * the 0.15% non-offered class B-5, and
   * the 0.25% non-offered class B-6.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults, as well as bankruptcy, fraud, and special
hazard losses in limited amounts.  In addition, the ratings also
reflect the quality of the underlying mortgage collateral and the
strength of the legal and financial structures.

The certificates represent a cross-collateralized ownership
interest in the group 1, group 2, group 3, group 4, group 5, and
group 6 mortgage loans.

Group 1 consists of 114 adjustable-rate mortgage loans with
mortgage rates scheduled to adjust within 12 months following the
cut-off date -- Oct. 1, 2004 -- and with an aggregate outstanding
principal balance of approximately $118,422,466.  As of the cut-
off date, the mortgage pool demonstrates a weighted average
original loan-to-value ratio -- OLTV -- of 58.17%. Cash-out and
rate/term refinance loans represent 22.76% and 16.09% of the
mortgage pool, respectively. Second homes account for 16.32% of
the pool.  The average loan balance is $1,038,794.  The three
states that represent the largest portion of mortgage loans are:

         * New York (39.01%),
         * Connecticut (17.80%), and
         * California (15.34%).

Group 2 consists of 62 adjustable-rate mortgage loans with
mortgage rates scheduled to adjust 25 months to 36 months
following the cut-off date -- Oct. 1, 2004 -- and with an
aggregate outstanding principal balance of approximately
$52,157,200.  As of the cut-off date, the mortgage pool
demonstrates a weighted average OLTV of 47.17%. Cash-out and
rate/term refinance loans represent 13.92% and 9.77% of the
mortgage pool, respectively.  There are no second homes in this
pool.  The average loan balance is $841,245.  The three states
that represent the largest portion of mortgage loans are:

         * New York (54.67%),
         * Connecticut (23.66%), and
         * Florida (6.74%).

Group 3 consists of 251 adjustable-rate mortgage loans with
mortgage rates scheduled to adjust 37 months to 48 months
following the cut-off date -- Oct. 1, 2004 -- and with an
aggregate outstanding principal balance of approximately
$210,782,454.  As of the cut-off date, the mortgage pool
demonstrates a weighted average OLTV of 49.75%.  Cash-out and
rate/term refinance loans represent 25.10% and 19.78% of the
mortgage pool, respectively.  Second homes account for 8.00% of
the pool.  The average loan balance is $839,770.  The three states
that represent the largest portion of mortgage loans are:

         * New York (40.21%),
         * Connecticut (20.30%), and
         * California (13.12%).

Group 4 consists of 188 adjustable-rate mortgage loans with
mortgage rates scheduled to adjust 49 months to 60 months
following the cut-off date -- Oct. 1, 2004 -- and with an
aggregate outstanding principal balance of approximately
$163,726,940.  As of the cut-off date, the mortgage pool
demonstrates a weighted average OLTV of 53.27%.  Cash-out and
rate/term refinance loans represent 19.20% and 13.89% of the
mortgage pool, respectively.  Second homes account for 13.64% of
the pool.  The average loan balance is $870,888.  The three states
that represent the largest portion of mortgage loans are:

         * New York (39.36%),
         * California (18.17%), and
         * Connecticut (13.01%).

Group 5 consists of 507 adjustable-rate mortgage loans with
mortgage rates scheduled to adjust 61 months to 99 months
following the cut-off date -- Oct. 1, 2004 -- and with an
aggregate outstanding principal balance of approximately
$390,818,501.  As of the cut-off date, the mortgage pool
demonstrates a weighted average OLTV of 49.31%.  Cash-out and
rate/term refinance loans represent 20.44% and 18.77% of the
mortgage pool, respectively.  Second homes account for 10.18% of
the pool.  The average loan balance is $770,845.  The three states
that represent the largest portion of mortgage loans are:

         * New York (54.08%),
         * California (12.80%), and
         * Connecticut (10.43%).

Group 6 consists of 106 adjustable-rate mortgage loans with
mortgage rates scheduled to adjust 100 or more months following
the cut-off date -- Oct. 1, 2004 -- and with an aggregate
outstanding principal balance of approximately $90,404,004.  As of
the cut-off date, the mortgage pool demonstrates a weighted
average OLTV of 51.87%.  Cash-out and rate/term refinance loans
represent 19.85% and 19.10% of the mortgage pool, respectively.
Second homes account for 12.54% of the pool.  The average loan
balance is $852,867.  The three states that represent the largest
portion of mortgage loans are:

         * New York (53.03%),
         * California (15.08%), and
         * Connecticut (6.73%).

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

The loans in all the groups were originated or acquired by U.S.
Trust Mortgage Company, a subsidiary of the Charles Schwab
Corporation. U.S. Trust Mortgage Company will be the master
servicer of the loans. U.S. Bank National Association will act as
trustee. Citibank NA will act as trust administrator.

For federal income tax purposes, an election will be made to treat
the trust fund as multiple real estate mortgage investment
conduits -- REMIC.


CLARK GROUP: U.S. Trustee Meeting with Creditors on Nov. 4
----------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of Clark
Group, Inc., and its debtor-affiliates' creditors at 1:00 p.m., on
November 4, 2004, at Thomas F. Eagleton U.S. Courthouse, 111 South
10th Street, 22nd Floor, Multipurpose Room, St. Louis, Missouri.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.  

All creditors are invited, but not required, to attend.  This  
Meeting of Creditors offers the opportunity in a bankruptcy  
proceeding for creditors to question a responsible office of the  
Debtor under oath about the company's financial affairs and  
operations that would be of interest to the general body of  
creditors.

Headquartered in St. Louis, Missouri, Clark Group, Inc. --
http://www.clarksprinkler.com/-- provides a comprehensive line of  
fire protection products and the highest quality service and
expert knowledge on fire protection products.  The Company and its
debtor-affiliates filed for chapter 11 protection on October 1,
2004 (Bankr. E.D. Mo. Case No. 04-52536).  Bonnie L. Clair, Esq.,
at Summers, Compton, Wells & Hamburg, PC, represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed total assets and debts of
over $10 million.


COVANTA ENERGY: Court Okays Lake II Plan Solicitation Procedures
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approves Covanta Lake II's request for solicitation
procedures.

Judge Blackshear establishes October 20, 2004, as Covanta Lake
II's Record Date for determining which claimholders are eligible
to vote on Covanta Lake's Plan, and for determining the identity
of each holder of Claims against and Equity Interests in Covanta
Lake II that will receive a copy of the Confirmation Hearing
Notice.

All Ballots must be properly completed, executed, marked and
actually received, via United States mail, overnight delivery or
hand delivery by Bankruptcy Services, LLC, located at 757 Third
Avenue, Third Floor, New York, NY 10017, on or before 4:00 p.m.
Prevailing Eastern Time on November 24, 2004.

The Confirmation Hearing for the Covanta Lake II Plan is
scheduled for December 1, 2004, at 2:00 p.m. prevailing Eastern
Time.  The hearing may be adjourned from time to time.  The
deadline to file and serve objections to the confirmation of the
Covanta Lake II's Plan is November 19, 2004, at 4:00 p.m.
prevailing Eastern Time.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 68;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CSFB MORTGAGE: Fitch Puts Low-B Rating on Six Certificate Classes
-----------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston commercial
mortgage securities 2003-C5 as follows:

   -- $74.3 million class A-1 at 'AAA';
   -- $150.4 million class A-2 at 'AAA';
   -- $115.6 million class A-3 at 'AAA';
   -- $370.3 million class A-4 at 'AAA';
   -- $337.6 million class A-1-A at 'AAA';
   -- Interest only (IO) class A-X at 'AAA';
   -- IO class A-SP at 'AAA';
   -- $39.4 million class B at 'AA';
   -- $15.8 million class C at 'AA-';
   -- $31.5 million class D at 'A';
   -- $17.3 million class E at 'A-';
   -- $17.3 million class F at 'BBB+';
   -- $14.2 million class G at 'BBB';
   -- $14.2 million class H at 'BBB-';
   -- $9.5 million class J at 'BB+';
   -- $6.3 million class K at 'BB';
   -- $6.3 million class L at 'BB-';
   -- $7.9 million class M at 'B+';
   -- $1.6 million class N at 'B';
   -- $4.7 million class O at 'B-'.

Fitch does not rate the $15.8 million class P.

The affirmations follow Fitch's review of the transaction, which
closed in December 2003.  As of the September 2004 distribution
date, the pool's aggregate principal balance has decreased 0.9% to
$1.25 billion from $1.26 billion at issuance.  There are no
delinquent or specially serviced loans.

Midland Loan Services, the master servicer, collected year-end
2003 operating statements for 50% of the transaction.  Many loans
in the transaction were originated in the fourth quarter of 2003,
as a result, not all borrowers where able to provide YE 2003
operating results.  The YE 2003 weighted average debt service
coverage ratio -- DSCR -- based on net operating income -- NOI --
is 2.29 times (x), compared with 2.53x at issuance for the same
loans.

Fitch maintains credit assessments on:

   * the Mall at Fairfield Commons (6.77%),
   * Mayfair Mall (6.25%),
   * Stanford Shopping Mall (6%),
   * Paramount Plaza (3.56%), and
   * EastBridge Landing (2.67%).

The most recent reported occupancies for the properties are:

         * 98.6%,
         * 97.5%,
         * 96%,
         * 85.6%, and
         * 94.3%, respectively.  

Based on their stable occupancy since issuance these loans
maintain investment-grade credit assessments.


CUMMINS INC: Moody's Revises Outlook on Low-B Ratings to Stable
---------------------------------------------------------------
Moody's Investors Service confirmed the long-term ratings of
Cummins, Inc. (senior implied Ba1 and senior unsecured Ba2) and
Cummins Capital Trust I (subordinate Ba3), and changed the outlook
to Stable from Negative.  Moody's also assigned an SGL-1
speculative grade liquidity rating to the company.

The confirmation and change in outlook to Stable reflect:

   (1) the significant rebound in all of Cummins' markets,

   (2) the solid competitive position the company has been able to
       maintain in each of its business sectors, and

   (3) Moody's expectation that these factors will enable Cummins
       to continue strengthening its credit metrics through 2005.

The SGL-1 reflects Moody's expectation that Cummins key sources of
liquidity (annual free cash generation of approximately
$300 million, availability under a $385 million credit facility
and a $200 million receivable sale facility, and a cash and
securities position of $507 million) will provide strong coverage
for the company's $324 million in debt maturing over the next
twelve months.

During 2004, there has been a robust cyclical recovery in all of
Cummins' key markets.  Revenue increases through the nine months
to September 2004 have been the following:

      * engines up 50%;
      * power generation up 43%;
      * filtration up 40%; and
      * international distribution up 26%.

This recovery has occurred following a number of initiatives
undertaken by Cummins to strengthen its competitive position.
These have included restructuring programs that entailed
$91 million in cash outlays that are expected to yield $97 million
in annual savings, the establishment of long-term contracts and
supply relationships with major heavy truck OEMs, and the
introduction of EPA emissions-compliant engines during 2002.  
These initiatives, in combination with the broad-based market
recovery, have resulted in a significant improvement in Cummins'
operating performance and debt protection measures.  Improvement
in key metrics for the LTM to September 2004 vs FYE December 2003
include the following:

   * operating income to $355 million from $93 million;

   * free cash flow (after capex, working capital, dividends, and
     pension contributions) to $288 million from a negative
     $27 million;

   * fixed charge coverage to 2.9x from 0.8x, and free-cash-flow
     -to-debt to 12% from negative 0.1%.

These metrics provide ample support for the current rating level.
Although the year-over-year pace of improvement in Cummins'
markets will slow significantly during 2005, demand should remain
healthy.  Consequently, Cummins credit metrics have the potential
to continue improving from the very weak levels of 2003.

Despite the dramatic strengthening in Cummins' operating
performance and financial flexibility during the past nine months,
the company's markets, particularly the North American truck
engine sector (Cummins' largest and most profitable), remain
vulnerable to cyclical downturns.  However, Moody's also
recognizes that Cummins has made steady progress in expanding
businesses that are much less vulnerable to cyclical downturns --
particularly its international distribution business.  This helps
to moderate the company's historic level of vulnerability to
cycles.

Moody's believes that the continuing recovery in Cummins' markets
combined with further strengthening of the company's operating
performance have the potential to favorably impact the outlook or
rating over the intermediate term.  These factors could contribute
to an outlook or rating improvement:

   (1) Cummins would have to demonstrate continued strong
       operating and cash generating performance into 2005.  Free
       cash generation in the area of $300 million would be viewed
       favorably.

   (2) The cash flow likely to be generated during 2005 would have
       to be used to further strengthen the company's balance
       sheet through a combination of reducing debt and
       maintaining a sizable cash position.  Based on the expected
       level of free cash generation, Cummins should be able to
       reduce debt by $250 million to $300 million while
       maintaining a cash position of about $400 million.

   (3) The company would need to present compelling evidence that
       the operating model being established and the performance
       it supports, are significantly less vulnerable to cyclical
       downturns than has been the case in the past.

   (4) Moody's would expect Cummins to maintain ample committed
       and available borrowing facilities to ensure sufficient
       liquidity in the event of a downturn.

Factors that could contribute to pressure on the rating or outlook
include:

   (1) an unexpected but material slowdown in Cummins' end markets
       during 2005,

   (2) a large acquisition,

   (3) significant special distributions to shareholders, or

   (4) an inability to maintain the levels of operating efficiency
       that have been achieved during the past three years of
       restructuring initiatives.

To the extent that such events cause fixed charge coverage to drop
below 2.25x, or free cash flow to debt to fall below the 5% to 10%
range, there could be some pressure on the rating or outlook.

The Speculative Grade Liquidity rating is an opinion of a
company's liquidity profile for the next twelve months.  The SGL-1
reflects Moody's expectation that Cummins' liquidity profile is
strong.  Based on healthy demand fundamentals and the company's
performance through the twelve months to September 2004, Cummins
should be able to generate approximately $300 million in net
income and $600 million in gross cash flow during the next twelve
months.  The principal operating draw on this cash generation will
include working capital requirements, capital expenditures and
dividends.  During the most recent twelve-month period, these
requirements approximated $250 million. Over the coming twelve
months these requirements will increase as the more robust
business environment continues.  Nevertheless, the company's gross
cash generation should cover these requirements by a wide margin,
and resulting free cash generation could be in the range of
$250 million to $300 million.  The principal remaining cash
requirement would be $324 million in maturing debt.  The company's
free cash flow, in combination with current cash balances of
$507 million, provide a high degree of assurance that these
maturities will be easily covered.  This already-solid liquidity
position is further enhanced by availability under the company's
exist borrowing facilities.  This includes approximately
$250 million available under a $385 million revolving credit
facility maturing in November 2005, and $200 million that is fully
available under a receivable sale facility that matures in 2007.
Cummins has adequate headroom under the covenants contained in
these two programs, and the improving operating performance should
further expand this cushion.  An additional factor in Moody's
assessment of Cummins' liquidity is its ability to raise cash
through non-operating methods such as the sale of assets.  
However, the company's ability to pursue such options is
considerably limited by the provisions of the revolving credit
facility.  The obligations under this facility are collateralized
by security interests in substantially all of Cummins' assets and
the assets of its domestic subsidiaries that guarantee obligations
under the facility.  In addition, covenants restrict the company's
ability to incur liens, enter into sale and leaseback
transactions, sell asset, or dispose of the capital stock of
subsidiaries.


CWABS INC: S&P Slices Rating on Class B-2 Certificates to BB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-2
from CWABS Inc.'s, series 2001-BC2 to 'BB' from 'BBB'.
Simultaneously, ratings are affirmed on the remaining 19 classes
from CWABS Inc.'s series 2001-BC1, 2001-BC2, and 2002-BC1.

The lowered rating on class B-2 from series 2001-BC2 reflects a
decrease in credit support to the subordinate class due to
continued net losses resulting in an erosion of credit support.  
The class is supported solely by a limited guaranty from
Countrywide Home Loans Inc. in the form of a reserve fund.  
Additionally, cumulative losses to date have eroded the credit
support by 66.91%. Standard & Poor's anticipates a likely
continuation of the current loss trend, as delinquencies 90 or
more days currently total 32.58%. Should average monthly losses of
$438,540 continue, the current balance of the limited guaranty,
$3,316,632, or 5.10% of the current pool balance, will be depleted
within the next 12 months.

The affirmations reflect adequate credit support percentages,
which are provided by subordination.  Series 2001-BC1 and 2001-BC2
benefit from a limited guaranty from Countrywide Home Loans Inc.
in the form of reserve funds, thus providing additional support.  
The classes with affirmed ratings have current credit support
percentages of at least 3.33x their original percentages.  
Standard & Poor's will closely monitor the ratings on these
certificates for the impact of continued erosion of the limited
guaranty.

As of the September 2004 distribution date, the general statistics
for series 2001-BC1, 2001-BC2, and 2002-BC1, respectively, were:

     -- Total delinquencies were 29.53%, 40.40%, and 24.54%;
     -- Serious delinquencies were 23.38%, 32.85%, and 16.82%; and
     -- Cumulative losses as a percent of the original pool
        balaces were.07%, 1.17%, and 0.45%.

The collateral consists primarily of fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties.
   
                         Rating Lowered
   
                           CWABS Inc.
                   Asset-backed Certificates
   
                                      Rating
              Series    Class     To          From
              ------    -----     --          ----
              2001-BC2  B-2       BB          BBB
    
                        Ratings Affirmed
   
                           CWABS Inc.
                    Asset-backed Certificates
   
             Series     Class               Rating
             ------     -----               ------
             2001-BC1   A-5, A-6, A-IO      AAA
             2001-BC1   M-1                 AA+
             2001-BC1   M-2                 A+
             2001-BC1   B-1                 A
             2001-BC1   B-2                 BBB
             2001-BC2   A-1, A-2, A-3, A-IO AAA
             2001-BC2   M-1                 AA+
             2001-BC2   M-2                 AA-
             2001-BC2   B-1                 A
             2002-BC1   A, A-IO, A-R        AAA
             2002-BC1   M-1                 AA
             2002-BC1   M-2                 A


DELTA AIR: Pilots Have Until Nov. 11 to Ratify $1 Bil. Concessions
------------------------------------------------------------------
Delta Air Lines (DAL: NYSE) confirmed its tentative agreement with
its pilot union on contractual changes designed to deliver $1
billion in long-term, annual savings through a combination of
changes to wages, pension and other benefits and work rules.  
Pilots have until Nov. 11, 2004, to vote on the agreement through
an expedited electronic ratification process.

Lynne Marek at Bloomberg News reports that the four cornerstones
of the $1 billion concession package are:

    (1) a proposal to cut pilots' pay 32.5%;

    (2) an agreement to freeze the defined benefit pension;

    (3) replacement of the defined benefit pension plan with a
        defined contribution plan; and

    (4) Pilots receiving stock options for 15% of the company.

"Reaching a tentative agreement is an important step in our march
toward viability, and I appreciate the negotiators' good faith
efforts and hard work," said CEO Gerald Grinstein.

The company's chief executive also said that although bankruptcy
remains a possibility due to Delta's precarious financial
situation, "we are making significant progress and are on course
with our customer-focused transformation plan."

The pilot accord is a necessary element of the company's
comprehensive out-of-court restructuring initiative that is
intended to deliver approximately $5 billion in annual benefits by
2006 (as compared to 2002).  It includes finalizing new financing
arrangements, restructuring debt, securing concessions from
vendors and lessors, retooling its operations and reducing non-
pilot employee and operational costs, including management
overhead.

"The pilot agreement, which still is subject to ratification by
the pilot membership, is one very important and necessary piece of
a complex puzzle that must come together in time to begin to
reverse the impact of high costs, including unrelenting high fuel
prices, compounded by low revenues, and to stem our cash drain,"
Grinstein explained.

Delta recently announced that it has entered into a commitment
letter with American Express to provide up to $600 million in
financing, subject to significant conditions, and also reached
agreement with some of its bondholders to defer approximately $135
million in debt due in 2005. In addition, the company said it is
"on track" to deliver by the end of 2004 approximately $2.3
billion of the approximately $5 billion annual target through its
previously announced Profit Improvement Initiative (PII).

"The proposed pilot savings, as difficult and painful as they are,
will make a meaningful contribution to a massive company-wide
effort underway to help transform Delta into a formidable and
viable competitor. I am extremely grateful to all of Delta's
employees who are making enormous sacrifices to help our company
restructure on its own terms and avoid bankruptcy," Grinstein
said.

As a part of its out-of-court restructuring plans, Delta is
finalizing an Employee Reward Program to provide employees with a
combination of equity, profit sharing and performance incentive
payouts. The company has said it is committed to the principle
that employees will have an opportunity to share in any success
their sacrifice helps make possible.

The company had previously announced the elimination of
approximately 6,000-7,000 additional non-pilot positions,
including a 20 percent reduction in its officer ranks. Other steps
include further changes to pay and benefits.  These reductions,
together with operational changes and remaining PII initiatives,
are targeted to deliver $1.6 billion of the approximately
$5 billion in total annual benefits targeted for 2006 as compared
to 2002.

Separately, Delta's flight superintendents, represented by the
Professional Airline Flight Control Association (PAFCA), also are
preparing for a ratification vote on their contract following a
tentative agreement reached between the company and the union.

In an internal message to employees, Grinstein emphasized that
"while there can be no guarantees, the people of Delta are
diligently and collaboratively making every effort to avoid
bankruptcy.  Time is of the essence, but given the additional
sacrifices that undoubtedly will be required if we file for
bankruptcy, I believe it remains in our collective best
interest to restructure our company on our own."

Delta's top executive assured employees that the company's
transformation plan, announced in September, is moving forward.
"From instituting SimpliFares to improving our passenger-friendly
technologies; from dehubbing Dallas-Ft. Worth to strengthening
Atlanta, Cincinnati and Salt Lake City; from updating our cabin
interiors to adding more flights and destinations from our focus
cities; from growing Song to simplifying our fleet, our
transformation plan is well underway," Grinstein observed.


EAGLE TRANSPORT: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Eagle Transport & Towing Inc.
        15176 Whittram Avenue
        Fontana, California 92335

Bankruptcy Case No.: 04-21808

Chapter 11 Petition Date: October 22, 2004

Court: Central District of California (Riverside)

Judge: David N. Naugle

Debtor's Counsel: Mark Brifman, Esq.
                  15545 Devonshire #202
                  Mission Hills, CA 91345
                  Tel: 818-920-2113

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Merit Oil Co.                               $13,817

John Yatsko                                  $5,025

TCF Express Leasing                          $4,624

Benchmark Tires, Inc.                        $4,073

Records Research, Inc.                       $3,183

Nextel                                       $2,725

Zion Credit Corporation                      $2,423

California Speedway                          $2,039

AFLAC Insurance                              $1,336

Accent Printing                              $1,292

Maine Enterprise                             $1,217

Creative Ads                                   $944

Crosby Small Claims                            $588

Communication Innovations                      $578

Eaton Tire Repair                              $431

Verizon California                             $403

Battery Systems                                $398

EDCO Disposal, Inc.                            $343

Dell Computer                                  $258


EB2B COMMERCE: Files for Chapter 11 Protection in S.D.N.Y.
----------------------------------------------------------
eB2B Commerce, Inc. (PK: EBTB.PK), a provider of business-to-
business order management and supplier enablement services filed a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code, in the U.S. Bankruptcy Court for the
Southern District of New York, Chapter 11 Case number
04-16926(CB), assigned to the Honorable Cornelius Blackshear.

The company filed its petition to effectuate a settlement, in
principle, reached with the holders of its outstanding Senior
Secured Convertible Notes under a Plan of Reorganization filed
with the Court. The company intends to seek prompt approval of its
Plan in accordance with the provisions of federal bankruptcy
law. The company's bankruptcy counsel is Halperin Battaglia
Raicht, LLP and corporate counsel is Sadis & Goldberg LLC.

In order to maintain its continuity of service, the company also
announced that it has arranged, subject to the approval of the
Court, debtor-in-possession financing with Enable Corporation, a
company formed by the majority of its Senior Secured Note holders.
The company expects that the DIP financing will fund its ongoing
operations, as necessary, during the pendency of the bankruptcy
process until the bankruptcy court can consider confirmation of
its Plan of Reorganization.

Until approval of the Plan, the company expects to operate eB2B's
business without interruption and believes that eB2B will continue
to provide its customers with the same responsiveness and quality
of service.

                     About eB2B Commerce, Inc.

Based in Manhattan, eB2B Commerce -- http://www.eb2b.com/--  
provides business-to-business transaction management services that
simplify trading partner integration, automation, and data
exchange across the order management life cycle.  eB2B's Trade
Gateway and supplier enablement services provide enterprises large
and small with robust and reliable alternatives for establishing
trading hubs with their small and mid-size supplier base.

                           *    *    *

On April 14, 2004, eB2B Commerce, Inc., received notice from David
I. Funk, Esq., at Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.,
representing the investors purportedly controlling 85% of the
Company's January and July 2002 Senior Secured Convertible Notes,
that it was in default on interest payments and that as a result,
the Noteholders were opting to accelerate the $3,200,000 debt.   


EB2B COMMERCE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: eB2B Commerce, Inc.
        fdba DynamicWeb Enterprises, Inc.
        fdba Seahawk Capital Corporation
        fdba Seahawk Oil International, Inc.
        665 Broadway
        New York, New York 10012

Bankruptcy Case No.: 04-16926

Type of Business:  The Company provides business-to-business
                   transaction management services designed to
                   simplify supply chain automation and
                   collaboration for its customers using EDI
                   (Electronic Data Interchange) based solutions.
                   eB2B's product line consists of Web-based
                   software services and traditional EDI-based
                   professional services. See http://www.eb2b.com/

Chapter 11 Petition Date: October 27, 2004

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtor's Counsels: Alan D. Halperin, Esq.
                   Halperin Battaglia Raicht LLP
                   555 Madison Avenue, 9th Floor
                   New York, New York 10022
                   Tel: (212) 765-9100
                   Fax: (212) 765-0964

Financial Condition as of September 30, 2004

      Total Assets: $1,232,200

      Total Debts:  $5,546,900

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Progress Software                              $27,678
14 Oak Park
Bedford, Massachusetts 01730

Dremle Software Solutions                      $17,280
1353 Wapping Road
Middletown, Rhode Island 02842

Dell Commercial Credit                         $13,935
Department 50-029103291
PO Box 9020
Des Moines, Iowa 50368

Dell Computers                                 $10,062

Savvis, Inc.                                   $10,000

AT&T                                            $9,912

AT&T                                            $9,797

AT&T                                            $9,056

JG Motolanez                                    $8,308

Wolcott Systems Group                           $7,000

Kramer Coleman Wactlar                          $6,450

Abelman, Frayne and Schwab                      $6,018

American Stock Transfer                         $5,914

Brave River Solutions                           $5,781

Global Exchange Services                        $5,590

Richard Herring                                 $5,538

Nina Pescatore                                  $5,231

William Barry Associates                        $5,000

Netnix                                          $4,900

Capital One                                     $4,827


ENDURANCE SPECIALTY: Earns $26.8 Million in Third Quarter 2004
--------------------------------------------------------------
Endurance Specialty Holdings Ltd. (NYSE:ENH), reported net income
of $26.8 million for the third quarter of 2004 versus net income
of $56.5 million in the third quarter of 2003.  In the third
quarter of 2004, operating income, which excludes after-tax
realized investment gains and losses and foreign exchange gains
and losses, was $23.7 million versus $55.2 million in the third
quarter of 2003.  For the nine months ended September 30, 2004,
net income was $242.5 million versus net income of $174.5 million
for the first half of 2003.  Operating income for the first nine
months of 2004 was $240.0 million, up 43.1% from the first nine
months of 2003.

Annualized operating return on average equity during the third
quarter of 2004 was 5.4% and annualized operating return on
average equity for the nine months ended September 30, 2004 was
18.7%.

Kenneth J. LeStrange, Chairman and Chief Executive Officer,
commented, "We are pleased that we have produced a profitable
overall result for our shareholders this quarter, despite the
magnitude of industry-wide catastrophe losses this hurricane
season.  Our strategy of portfolio diversification and disciplined
risk management proved to be a particularly strong asset for
Endurance this quarter.  Excluding catastrophe related losses, all
segments of our business performed extremely well.  Given our
strong performance to date, we expect to meet or exceed the upper
end of our return on equity guidance for the full year of 2004 of
15.5% to 17.5%, assuming normal catastrophic losses in the 4th
quarter."

Mr. LeStrange continued, "Endurance continues to focus on
identifying and developing strong growth opportunities for our
shareholders.  In September, we acquired the majority of XL Re's
surety reinsurance business through a renewal rights purchase
agreement.  In making this acquisition, we gained access to a
profitable line of business without being exposed to any
historical liability risk.  In September, we also formed an
Agricultural Reinsurance business unit, and we see a significant,
attractive opportunity in that segment.  Recently, we named Mike
Fujii to lead our future insurance efforts in the United States.
Each of these growth opportunities is an excellent complement to
our overall portfolio and strategy."

Gross premiums written were $367.9 million for the quarter ended
September 30, 2004, an increase of 13.2% from the $325.1 million
in gross premiums written for the third quarter of 2003.  For the
first nine months of 2004, Endurance had gross premiums written of
$1.4 billion, an increase of 7.4% from the $1.3 billion of gross
premiums written and acquired in the first nine months of 2003.
Earned premiums in the quarter were $409.5 million, an increase of
21.9% from the third quarter of 2003.

The combined ratio was 103.0% in the third quarter of 2004
compared to 88.5% in the third quarter of 2003.  The loss ratio
was 75.3% in the quarter compared to 59.2% in the third quarter of
2003.  During the third quarter the company incurred losses from
Hurricanes Charley, Frances, Ivan and Jeanne, which adversely
affected our property catastrophe, property treaty, direct
property, and other specialty lines segments.  As previously
reported, estimated net losses from the four hurricanes is
expected to be approximately $115 million.  The Company benefited
from $50.9 million in positive reserve development for the third
quarter of 2004 from prior years, compared to $11.5 million in the
third quarter of 2003.

At September 30, 2004, the Company's GAAP shareholder's equity was
$1.8 billion or $26.69 per diluted share, up 15.1% from
September 30, 2003.

Total assets were $4.9 billion and net cash and invested assets
were $3.6 billion, an increase of 47.2% from the third quarter of
2003.  Net operating cash flow was $306.7 million in the third
quarter of 2004 versus $286.8 million in the third quarter of
2003.

                        About the Company

Endurance Specialty Holdings Ltd. is a global provider of property
and casualty insurance and reinsurance.  Through its operating
subsidiaries, Endurance currently writes property per risk treaty
reinsurance, property catastrophe reinsurance, casualty treaty
reinsurance, property individual risks, casualty individual risks,
and other specialty lines.  Endurance's operating subsidiaries
have been assigned a group rating of A (Excellent) from A.M. Best,
A2 by Moody's and A- from Standard & Poor's.  Endurance's
headquarters are located at Wellesley House, 90 Pitts Bay Road,
Pembroke HM 08, Bermuda and its mailing address is Endurance
Specialty Holdings Ltd., Suite No. 784, No. 48 Par-la-Ville Road,
Hamilton HM 11, Bermuda.  For more information about Endurance,
please visit http://www.endurance.bm/

                         *     *     *

As reported in the Troubled Company Reporter's June 18, 2004,  
edition, Standard & Poor's Ratings Services assigned its 'BBB'  
counterparty credit rating to Endurance Specialty Holdings Ltd.  
and its preliminary 'BBB' senior debt, 'BBB-' subordinated debt,  
and 'BB+' preferred stock ratings to the company's $1.8 billion  
universal shelf registration.  


FELCOR LODGING: Moody's Holds Single-B Debt & Pref. Stock Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed its B1 senior unsecured debt
and B3 preferred stock ratings of FelCor Lodging Trust.  The
REIT's rating outlook remains stable.

According to Moody's, the ratings affirmation reflects the steady
and continued improvement in FelCor's operating performance, and
the REIT's efforts to strengthen its balance sheet.  Recovery in
corporate and leisure lodging demand has helped to boost operating
cash flows, while low interest rates have enabled FelCor to reduce
its interest costs and to lengthen its debt maturity profile.  
These positive credit factors are offset by the REIT's high levels
of secured debt, low fixed charge coverage and challenges
associated with its hotel repositioning effort, which is expected
to take time.

After three years of earnings decline, FelCor has begun to show
sustained improvement in operating results.  RevPAR (revenue per
available room) increased 5.8% through the six months ended 2004,
driven by a 5.3% increase in occupancy.  Furthermore, the REIT has
recently begun to regain pricing power, increasing average daily
rate (ADR) 50 basis points in first half of 2004.  However, the
rate growth has not yet been strong enough to offset higher
expenses, and operating margins have remained under pressure,
falling 130 basis points through the first half of 2004.  
Nonetheless, the improved operating performance has helped boost
key credit metrics such as Net Debt/EBITDA.  Net Debt/EBITDA was
7.1X as of June 30, 2004, down from 8.0X at year-end 2003.  
Moody's also noted that it is encouraged by the progress FelCor
has made towards repositioning its hotel portfolio to include
higher quality assets in higher growth markets.  As of
October 18, 2004, the REIT had sold $112 million of under-
performing assets to date.

Regarding the REIT's leverage, FelCor tapped the bond and
preferred stock markets to lower its overall capital costs, while
at the same time extending the maturity of its debt, although
secured debt levels remain high at roughly 26% of gross assets, up
from 22% at year-end 2003.  The REIT had issued roughly
$650 million of senior unsecured debt, secured debt and preferred
equity during the first six months of 2004.  As a result of these
transactions, FelCor now has modest amounts of debt maturing until
2007.

The stable rating outlook reflects Moody's expectation that
FelCor's operating performance and liquidity will continue to
improve as lodging demand recovers.  Near-term ratings improvement
depends upon FelCor's ability to materially reduce secured debt to
below 20% of gross assets, and Net Debt/EBITDA to the mid-6X
range.  A reversal in trends in operating performance that would
cause Net Debt/EBITDA to increase beyond current levels, or
secured debt to rise to levels materially above 30%, could lead to
negative ratings pressure.

These ratings were affirmed:

   * FelCor Lodging Limited Partnership
      
     -- senior unsecured debt rating at B1;
     -- senior unsecured debt shelf at (P)B1;
     -- subordinated debt shelf at (P)B3.

   * FelCor Lodging Trust, Incorporated

     -- preferred stock at B3;
     -- preferred shelf at (P)B3.

FelCor Lodging Trust, Incorporated [NYSE: FCH], headquartered in
Irving, Texas, USA, is the second-largest lodging REIT in the USA,
with ownership interests in 143 consolidated hotels in 32 states
and Canada.  FelCor's assets are operated under the Embassy
Suites, Crowne Plaza, Holiday Inn, Doubletree, Westin, Hilton and
Sheraton flags.  Based on 2003 operating profit, 40% of FelCor's
portfolio is located in suburban locations, with the balance
located in urban (27%), airport (22%), resort (9%) and highway
(2%) areas.


FIVE RIVERS ELECTRONICS: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Lead Debtor: Five Rivers Electronics Innovations, LLC
             aka Five Rivers Manufacturing, LLC
             PO Box 1830
             Greeneville, Tennessee 37744

Bankruptcy Case No.: 04-23616

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Creative Molding, LLC                      04-23617
      Distribution Services, LLC                 04-23618

Type of Business:  The Debtors are affiliates of Taylor-White,
                   LLC.  Five Rivers assembles, tests, and
                   packages a variety of consumer electronic
                   products (like television sets) utilizing
                   the latest automation and robotics technology.  
                   See http://www.taylorwhite.com/

Chapter 11 Petition Date: October 25, 2004

Court: Eastern District Of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsels: Wayne R. Kramer, Esq.
                   Kramer, Rayson, Leake, Rodgers & Morgan, LLP
                   Suite 2500, First Tennessee Plaza
                   P.O. Box 629
                   Knoxville, Tennessee 37901-0629
                   Tel: (865) 525-5134
                   Fax: (865) 522-5723

                         - and -

                   Mark S. Dessauer, Esq.
                   Hunter, Smith & Davis
                   1212 North Eastman Road
                   PO Box 3740
                   Kingsport, Tennessee 37664
                   Tel: (423) 378-8840
                   Fax: (423) 378-8801


FLYI INC: Posts $82.7 Million 3rd Quarter 2004 Net Loss
-------------------------------------------------------
FLYi, Inc. (Nasdaq: FLYI), parent of low-fare airline Independence
Air, reported a net loss of $82.7 million for the third quarter
2004 in accordance with Generally Accepted Accounting Principles.
This compares to net income of $21.3 million for the third quarter
2003.  Total operating revenues for the quarter were
$119.6 million as compared to $221.0 million in the year ago
quarter.

The company's results for the third quarter 2004 continue to
reflect the transition costs associated with the start-up of
Independence Air and cessation of service as a United Express
carrier.  The company's results for the third quarter 2004 also
reflect:

   -- $7.4 million (pre-tax) in additional revenue as a result of
      agreeing on 2004 rate adjustments with Delta Air Lines

   -- $10.5 million (pre-tax) credits to aircraft maintenance and
      materials and $0.8 million of accrued interest expense
      credits as a result of settling the arbitration and
      terminating the CRJ engine power-by-the-hour maintenance
      agreement with GE Engine Services

   -- $19.9 million (pre-tax) in early retirement charges for the
      remaining eight leased J-41 turboprop aircraft that came out
      of service during the third quarter

   -- $7.1 million (pre-tax) charge to write-down the value of the
      owned 328JET and 328JET spare parts to estimated fair market
      value

Chairman and CEO Kerry Skeen said, "Despite operating in one of
the most challenging economic environments in recent airline
industry history, we have made significant achievements in the
four months since Independence Air began initial operations and we
remain confident in our business model.  Our Independence Air load
factor for October is expected to finish five to seven points
higher than September, and early indications show that November is
expected to be higher than October.  We are grateful for the
overwhelming level of support we are receiving for bringing new
low-fare air service to our 39 communities and are particularly
proud of the thousands of positive customer comments we have
received praising the enthusiasm and professionalism of our 4,700
employees.  As a result of our team's commitment to creating the
Independence Air brand by putting the customer first, in just a
few months we have already welcomed over a half-million members to
our iCLUB frequent flyer program.  After all the hard work and
dedication our people have put into the FLYi launch, it's
rewarding for all of us to hear so many people say they are
excited to become regular Independence Air customers."

Mr. Skeen continued, "While we have had many successes during our
initial rollout, the prolonged adverse industry environment has
inhibited our ability to perform to plan.  We recognize the need
to adjust to the current industry realities of record high fuel
prices and continued revenue weakness and are already taking
immediate actions to reduce costs, increase revenue and strengthen
our cash position.  We are committed to ensuring that Independence
Air will be well-positioned to continue expanding and to meet the
challenges we -- and the entire airline industry -- are facing."

The company ended the third quarter 2004 with cash and short-term
investments totaling $198.0 million.  The company continues to
expect a significant operating loss for the fourth quarter.  Under
the terms of its current leases, the company has approximately
$80 million in payments due in January 2005, plus another
$18 million, which is currently expected to be paid by Delta Air
Lines.  To address liquidity, Independence Air is now in
discussions with its various lessors to reduce and/or defer its
aircraft lease payments.  In addition, the company is also
pursuing the sale or re-financing of certain of its owned aircraft
and parts inventory.

                    Third Quarter Achievements
                    
During the third quarter, Independence Air made significant
progress in building its route network and growing the brand:

   -- The rollout of the Independence Air system was accomplished
      with regional jet service beginning on schedule in every
      market in accordance with the plan announced in May

   -- The Independence Air route network has grown to include low-
      fare service to 39 destinations, including over 600 daily
      flights systemwide

   -- The airline's operation at Washington Dulles International
      Airport is now the largest low-fare hub in America in terms
      of total departures

   -- Low-fare service to Orlando and Tampa from Washington and
      six other cities (Knoxville, Columbia, Greenville-
      Spartanburg, Charleston (SC), Huntsville and Greensboro) is
      scheduled to begin on November 3rd (service from Knoxville
      and Columbia to Orlando started on October 13th)

Independence Air has now received the first two of 28 brand new
132- passenger Airbus A319s, which will be deployed on non-stop
flights from Washington Dulles to Orlando and Tampa, subject to
final FAA approval.  The new Airbus aircraft will allow
Independence Air to offer low-fare service from Washington to
other major destinations in Florida, as well as the Midwest and
across the country to the West Coast.  Independence Air plans to
add live satellite TV, digital audio and other programming in
every seatback of its Airbus aircraft early next year.

The company employs over 4,700 aviation professionals.  For more
information about FLYi, Inc., please visit our website at
http://www.FLYi.com/

Independence Air is the low-fare airline that makes travel fast
and easy for its customers with a customer-first attitude,
innovative thinking and a willingness to challenge the status quo.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Moody's Investors Service downgraded:

   * the Senior Implied rating of Atlantic Coast Airlines to Caa2  
     from B3,  

   * the rating for the $125 million senior unsecured convertible  
     notes issued by Atlantic Coast's parent holding company,  
     FLYi, Inc., to C from Caa3, and  

   * the ratings assigned to the company's Enhanced Equipment  
     Trust Certificates -- EETC -- were also downgraded.  

The ratings action concludes a review initiated on  
August 27, 2004.  The outlook is Negative.


GALEY & LORD: Bankruptcy Court Approves $154MM Sale to Patriarch
----------------------------------------------------------------
The Honorable Mary Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia put her stamp of approval on an order
authorizing the sale of substantially all of Galey & Lord Inc.'s
assets to Patriarch Partners LLC in a transaction valued at up to
$154 million.  

Galey & Lord's estate will receive $40 million in cash in the
transaction, Patriarch will pay $18.5 million of accrued
administrative claims against the estate, and assume or refinance
some other secured obligations, contracts, and employee
obligations.  The Official Committee of Unsecured Creditors tried
to block the sale when the value of the transaction decreased at
the eleventh-hour.  With no higher or better offer to compete with
Patriarch's offer, notwithstanding a widely publicized auction,
Judge Diehl approved the sale.  

The Sec. 363 Sale Transaction is expected to close by November 8.

                     Patriarch is Pleased

"We are pleased that the court has approved the sale of Galey &
Lord to Patriarch Partners.  This transaction is in the best
interests of our customers, employees, suppliers and
stakeholders," said John J. Heldrich, Jr., president and CEO of
Galey & Lord.  "Patriarch is committed to helping the company
achieve its strategic and financial objectives.  We will have a
simplified capital structure and a supportive partner that
recognizes our strengths, our position in the marketplace and what
we need to be successful.   We will accelerate our efforts to
improve profitability and we will continue to provide our
customers with innovative products, flexibility and speed to
market."

"Galey & Lord has an exceptional management team, an outstanding
customer base, and a long track record of delivering quality and
innovative products," said Lynn Tilton, principal of Patriarch
Partners.  "The company is an important part of an industry that
is undergoing significant change and we are excited for the
opportunity to invest in its future."  

New York-based Patriarch manages more than $4 billion in funds it
oversees.  

                    G&L Management Changes

Galey & Lord also announced several organizational changes
designed to position the company for future success.  In order to
better optimize and build the company's brands, which are
recognized for quality and innovation, Galey & Lord has created
four strategic business units.  Each business unit is headed by a
managing director who is responsible for profitability and
delivering the full range of products to customers.   The managing
directors and their respective divisions include: Bob McCormack,
Sportswear; Jake Fraser, Jeans; Rick Waide, Specialty Markets and
Paul Tantillo, Uniform.

In addition, Galey & Lord has named Al Blalock senior vice
president of operations and Tim Driver senior vice president of
international business relations.  Mr. Blalock is responsible for
all aspects of the company's domestic manufacturing operations.  
Mr. Driver is responsible for optimizing international operations
including the Swift Denim Hidalgo facility in Mexico, and will
work to finalize and implement ventures in other parts of the
world.  The senior management team will be based in Atlanta.

Galey & Lord, Inc. operates domestically and internationally
through joint ventures in Europe, North Africa, Asia and Mexico.   
Its customers include: VF, Gap, Old Navy, Banana Republic, Polo
Ralph Lauren, Abercrombie & Fitch, Levi's, Tommy Hilfiger, L.L.
Bean, Nautica, Eddie Bauer, Liz Claiborne, Haggar, Land's End, and
Tropical Sportswear / Savane, among others.  

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


GE GAPITAL: Fitch Places Low-B Ratings on Four Certificate Classes
------------------------------------------------------------------
Fitch Ratings affirms General Electric Capital Assurance Company,
Inc.'s commercial mortgage pass-through certificates, series
2003-1 as follows:

   -- $114.3 million class A-1 'AAA';
   -- $110 million class A-2 'AAA';
   -- $110 million class A-3 'AAA';
   -- $270 million class A-4 'AAA';
   -- $112.7 million class A-5 'AAA';
   -- Interest-only class X 'AAA';
   -- $11.3 million class B 'AA';
   -- $13.4 million class C 'A';
   -- $11.3 million class D 'BBB';
   -- $10.3 million class E 'BBB-';
   -- $12.3 million class F 'BB+';
   -- $7.2 million class G 'BB';
   -- $2.1 million class H 'BB-';
   -- $2.1 million class J 'B-'.

The affirmations reflect the consistent overall loan performance
and minimal reduction of the pool collateral balance since
closing.  As of the October 2004 distribution date, the pool has
paid down 4.34%, to $786.9 million from $822.6 million at
issuance.  In addition, there are no delinquent or specially
serviced loans.

GMAC Commercial Mortgage Corporation, the master servicer,
collected financial statements for 89.4% of the loans in the pool,
by balance.  As of year-end 2003, the weighted average debt
service coverage ratio -- DSCR -- for the pool has decreased to
1.37 times (x), from 1.48x at issuance.

Six loans in the pool (3.9%) are considered Fitch Loans of Concern
due to decreases in DSCR, occupancy, or other performance
indicators.  These loans' higher likelihood of default was
incorporated into Fitch's analysis.


GENTRY STEEL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gentry Steel Fabrication, Inc.
        1313 Highway 31, North
        Prattville, Alabama 36067

Bankruptcy Case No.: 04-33071

Type of Business: The Debtor specializes in the fabrication and
                  erection of structural and miscellaneous steel
                  products.  See http://www.gentrysteel.com/

Chapter 11 Petition Date: October 27, 2004

Court: Middle District of Alabama (Montgomery)

Debtor's Counsel: Von G. Memory, Esq.
                  Memory & Day
                  P.O. Box 4054
                  Montgomery, AL 36101
                  Tel: 334-834-8000

Total Assets: $940,783

Total Debts:  $2,915,948

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Merrill Lynch                              $785,000
P.O. Box 235017
Montgomery, AL 36123

Colonial Bank                              $228,790
P.O. Box 830738
Birmingham, AL 35202

Saginaw Pipe                               $145,000

Vulcraft                                   $125,000

Infra-Metals                                $85,000

American Express                            $75,000

Jackson-Thornton                            $32,000

Cahoon, Thomas                              $25,000

M&M Steel Erectors                          $21,000

SCF, Inc.                                   $17,620

Cleveland and Colley                        $16,500

Bayou Steel                                 $12,100

Amerisure                                   $11,000

PBCC                                        $11,000

Rental Service Corp.                        $10,235

Citi Business Card                           $9,900

Bank One                                     $9,833

MIG                                          $9,400

Platinum Plus                                $9,136

Chase Visa                                   $8,500


GROEN BROTHERS: Discloses Merger Plans for Two Subsidiaries
-----------------------------------------------------------
Groen Brothers Aviation, Inc. (OTC BB: GNBA) intends to merge its
two wholly owned subsidiaries, American Autogyro Inc. and Groen
Brothers Aviation USA, Inc.  Effective Nov. 1, 2004, GBA-USA, the
developers of the world's first turbine engine powered autogiro,
the Hawk 4 Gyroplane, will take on the manufacturing, sales and
marketing functions of AAI's SparrowHawk Gyroplane.  Groen
Brothers Aviation USA, Inc. will be doing business as American
Autogyro, for all of its SparrowHawk operations.

Jim Mayfield, formerly the President of AAI, has joined the Board
of Directors and has been promoted to Executive Vice President of
Groen Brothers Aviation USA, Inc.  As the Company's Chief
Technical Officer, Jim Mayfield also heads the Hawk Werks division
of GBA-USA, based in Buckeye, Arizona.  Hawk Werks is responsible
for the experimental R&D efforts of the Company and the
development of the Company's future technologies.

Jim Mayfield led the team that developed the award winning
SparrowHawk Gyroplane, bringing to the world the first fully
enclosed two place, center-line-thrust, statically and dynamically
stable gyroplane in kit form; a major safety improvement in kit
gyroplanes.

"Because of the excellent performance of Jim Mayfield and his team
having successfully completed the development of the SparrowHawk,
including the manufacture and delivery of the first 20 aircraft,
GBA-USA can now take over production.  This allows our Hawk Werks
team in Buckeye, Arizona to concentrate on developing our future
products and technologies," said David Groen, President and CEO of
Groen Brothers Aviation.  "Our Salt Lake City facility was
originally designed as a manufacturing plant and can therefore
efficiently and economically produce this aircraft."

This merger allows GBA to optimize its operations, bringing the
full weight of talent and capabilities of both organizations to
the success of the SparrowHawk.  GBA has high expectations for the
future of this technology and believes that this merger will
facilitate reaching those goals.  For more information on the
performance and safety aspects of the SparrowHawk Gyroplane, visit
American Autogyro's website at http://www.americanautogyro.com/

                 About Groen Brothers Aviation

Groen Brothers Aviation has developed the first commercially
viable modern gyroplane.  The gyroplane is a hybrid aircraft with
the low operating cost of an airplane and the off-runway operating
capability of a helicopter.  The Homeland Defender(TM) Gyroplane,
based on the Hawk 4, is perfectly suited to airborne law
enforcement roles.  The Company has a nationwide dealership
network which will provide flight training and maintenance
support.

The Company is also offering its proprietary technology to develop
large compound rotorcraft capable of vertical take-off with ultra-
heavy payloads and substantial range.  Applications for this
technology include land and sea-based heavy-lift military
freighters, an aerial fire-fighting vehicle and a runway-
independent commercial airliner.  Further information about the
Company, its products, and individual members of "GBA Team Hawk"
is available on the Company's web site at http://www.gbagyros.com/

                       Going Concern Doubt

In its Form 10-KSB for the fiscal year ended June 30, 2004, filed
with the Securities and Exchange Commission, Groen Brothers'
balance sheet showed a $42,213,000 stockholders' deficit.  Because
of recurring operating losses, the excess of current liabilities
over current assets, the stockholders' deficit, and negative cash
flows from operations, TANNER + CO., the Company's outside
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.


GROUND ROUND: Judge Hillman Says Vacation is "Earned" Day-to-Day
----------------------------------------------------------------
The Honorable William J. Hillman of the U.S. Bankruptcy Court for
the District of Massachusetts, Eastern Division, issued a decision
on October 19, 2004, that disposes of the last remaining issues
regarding certain relief sought by The Ground Round, Inc., and its
debtor-affiliates, regarding the payment of certain wages and
benefits to present and former employees.  In short, Judge Hillman
says the employees are entitled to priority wage claims.   

On February 25, 2004, the Debtors filed a motion asking Judge
Hillman for authority to pay certain prepetition wages and
expenses, up to the priority cap set forth in 11 U.S.C. Sec.
507(a)(3), to a number of employees.  As would be expected,
Judge Hillman granted that run-of-the-mill first-day motion on
March 2, 2004.   

On May 7, 2004, Debtors filed a "supplemental motion" asking
permission to pay other wages and benefits due to former
employees.  The Official Unsecured Creditors' Committee balked at
that request.  The Commonwealth of Massachusetts filed a limited
objection.  Boston Ventures Limited Partnership V, which had
provided postpetition financing to Debtor through GRR Holdings,
LLC, an affiliate, consented to the motion and responded to the
Committee's objection.  The Debtors replied.  Everybody filed
memoranda about issue.  The principle debate was the meaning of
the word "earned" as its relates to employee vacation and whether
those obligations were prepetition or postpetition obligations.   

The Debtor urged the Court to interpret "earned" as having the
meaning set forth in Company Policy; that is, the vacation pay is
"earned", within the meaning of the statute, when the right to it
has accrued under the Policy.  As to hourly employees, this would
result in the "earning" of two vacation days per month for each of
the first six months of the fiscal year, which begins on
October 1.  Under this view, hourly employees earned one-half of
their vacation pay during the priority period.  The Committee, on
the other hand, urged the Court to disregard the terms of the
Company Policy and rule that vacation pay accrues on a daily
basis.  This would result in only one-quarter of annual vacation
pay for the current year to be entitled to the priority.

Judge Hillman decided that employees are entitled to priority
under Sec. 507(a)(3) for vacation wages earned on a day-to-day
basis.  This results in a maximum priority claim of a quarter-year
vacation benefit for all employees.

The Ground Round, Inc., and its debtor-affiliates filed for
chapter 11 protection on February 19, 2004 (Bankr. D. Mass. Case
No. 04-11235).  On March 1, 2004, the Office of the United States
Trustee appointed the Official Unsecured Creditors' Committee.  
Prior to filing for chapter 11 protection, the Debtors operated
and franchised 132 Ground Round Grill & Bar Restaurants and
similar style restaurants in 25 states, as well as Canada.  Of
this amount, 73 restaurants operated under the franchise system.
The remaining 59 restaurants were company owned and operated.  All
employees were terminated on February 13, 2004, six days prior to
the Petition Date, because of a termination of the Debtors' credit
facility.  Prior to that time, the Debtors employed more than
3,400 individuals at the corporate home office and as restaurant
employees at the Company Restaurants.  As of September 10, 2004,
approximately 3,400 former employees (mostly hourly employees) had
claims against the Debtors for accrued and unpaid vacation pay for
services rendered prior to the Petition Date.  


HOLLINGER INC: Del. Chancery Ct. Extends Injunction to January 31
-----------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C; HLG.PR.B) reported that, in response to
a motion filed by Hollinger International Inc. with the Delaware
Chancery Court requesting that the Court extend the expiration
date of its June 28, 2004 injunction against Conrad (Lord) Black
and Hollinger Inc. from October 31, 2004, an agreement in
principle has been reached by the parties to voluntarily extend
the injunction, which will now expire on the earlier of Jan. 31,
2005 and the date of the completion of any Distribution.

International has previously announced that it is considering
distributing to its stockholders a portion of the proceeds of the
sale of the Telegraph Group, through a dividend, a self-tender
offer or some other mechanism. The agreement provides that, except
as required by statute, regulation or court order (other than an
order sought or instigated by International), International will
not take any action to encumber, attach, set off, hold back or in
any other way, directly or indirectly, interfere with the amount
of the Distribution payable to any of Hollinger Inc., 504468 N.B.
Inc., a subsidiary of Hollinger which holds shares of
International, or Lord Black, nor take any other action that would
prevent the amount of the Distribution otherwise payable to any of
such parties from being paid into bank accounts designated by such
persons. In addition, International has agreed that the decision
regarding the use or distribution of the Telegraph Group Proceeds
will ultimately be determined by the full Board of Directors of
International, and not the Corporate Review Committee of the
International Board of Directors as originally proposed by
International.

International has also agreed to negotiate in good faith a co-
operation agreement with Hollinger, which will facilitate the
audit of Hollinger's 2003 annual financial statements.

The agreement in principle is subject to the approval of the CRC
of the International Board of Directors.

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.


HOLLINGER INC: Ontario Court Appoints Ernst & Young as Inspector
----------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C; HLG.PR.B) reported Mr. Justice Colin L.
Campbell of the Ontario Superior Court of Justice has appointed
Ernst & Young Inc. as 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, as a
consequence of Mr. Justice Campbell's reasons for decision
released on September 15, 2004.  Each of Hollinger and Catalyst
consented to E&Y's appointment.  A preliminary report of E&Y is
required to be delivered to the Court by November 25, 2004.

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.


HYTEK MICROSYSTEMS: Losses Continue in Third Quarter
----------------------------------------------------
Hytek Microsystems, Inc. (OTC Bulletin Board: HTEK) reported
fiscal 2004 third quarter and year-to-date financial results.

Net revenues for the third quarter ended October 2, 2004 increased
approximately 3% to $2,567,000 from $2,501,000 for the third
quarter ended September 27, 2003.  Net loss for the third quarter
ended October 2, 2004 was $230,000, compared to a net loss of
$183,000, for the same quarter one year ago.

For the first nine months ended October 2, 2004, net revenues were
$7,636,000, a 3% increase from net revenues of $7,615,000 for the
nine-month period ended September 27, 2003.  Net loss for the
nine-month period ended October 2, 2004 was $149,000, or $0.05 per
diluted share, compared to a net loss of $389,000, or $0.12 per
diluted share, for the comparable nine-month period ended
September 27, 2003.  Contributing to the reduced net loss for the
nine-month period ended October 2, 2004 as compared to the same
period last year was an accumulation of scrap recovery totaling
approximately $119,000, which reduced cost of sales during the
first quarter.

"Although we're not happy with our loss for the quarter, it was
expected as our product mix contributed to below breakeven sales
levels," stated John F. Cole, President and CEO of Hytek
Microsystems.  "We remain focused on the long-term growth
opportunities we see in the market and to this end, we are
currently maintaining our cost infrastructure in support of these
opportunities."

                      Going Concern Doubt

Ernst & Young LLP, when it audited the Company's Jan. 3, 2004,
financial statements, expressed substantial doubt about the
Company's ability to continue as a going concern.  

                        About the Company

Founded in 1974 and headquartered in Carson City, Nevada, Hytek
specializes in hybrid microelectronic circuits that are used in
military applications, geophysical exploration, medical
instrumentation, satellite systems, industrial electronics, opto-
electronics and other OEM applications.


I2 TECHNOLOGIES: Sept. 30 Balance Sheet Upside-Down by $179.9 Mil.
------------------------------------------------------------------
i2 Technologies, Inc. (OTC:ITWO), reported results for its third
quarter, which ended Sept. 30, 2004.

Total revenue for the third quarter was $111 million, as compared
to $111 million in the previous quarter and $117 million in the
third quarter of 2003.

License revenue in the third quarter was $17 million, up from
$12 million of license revenue in the second quarter of 2004 and
$14 million of license revenue in the third quarter of 2003.

Development services revenue was $8 million in the third quarter,
as compared to $9 million in the prior quarter and $5 million in
the third quarter of 2003.

Contract revenue recognized in the quarter was $29 million, down
from $32 million in the prior quarter and $31 million in the third
quarter of 2003.  Contract revenue reflects amounts deferred as a
result of the Company's July 2003 restatement and is not typically
associated with current business and cash collections.

Companies selecting i2 during the third quarter included General
Motors and Kia Motors America in automotive, South Africa's
AngloGold and China's BAO Steel in metals, Avnet in high tech,
Italian aerospace and defense company Galileo Avionica, and
Mexico's brand leader in casual footwear, Distribuidora Flexi, in
consumer goods and retail.

"We continue to make progress toward our goals of achieving
operating profitability and long-term growth," said Sanjiv Sidhu,
i2 CEO.  "In the third quarter, we strengthened many key
fundamentals of our business including revenue growth from
operations, strengthening our next generation supply chain
products and adding new customers."

Total costs and operating expenses for the third quarter of 2004
were $90 million, which included approximately $3 million of legal
expenses related to the class action and derivative litigation
settlement and the ongoing governmental investigations as well as
$2 million of costs associated with the contract revenue
recognized.  In addition, there was a reduction to the Company's
restructuring accrual of approximately $700,000.  This compares to
$93 million in the previous quarter, which included approximately
$4 million of restructuring costs, $2 million of operating expense
related to employees no longer with the company and $1 million of
legal expenses related to the settlement of the class action and
derivative litigation and the SEC enforcement proceedings.  During
the second quarter of 2004, the Company also had $1 million of
costs associated with the contract revenue recognized and reduced
expense of $3 million in cost of license due to the reversal of
some accruals for potential customer claims that were taken in
earlier periods and were no longer needed.  Total costs and
operating expenses in the third quarter of 2003 were $103 million,
which included approximately $4 million of costs associated with
the contract revenue recognized.

Operating income for the third quarter of 2004 totaled
$21 million, as compared to operating income of $18 million in the
prior quarter and operating income of $14 million in the third
quarter of 2003.

Net income applicable to common stockholders for the third quarter
totaled $17 million, or $0.04 earnings per diluted share.  This
compares to a net income applicable to common stockholders of
$12 million, or $0.02 per diluted share, in the second quarter of
2004 and net income applicable to common stockholders of
$7 million, or $0.02 earnings per diluted share, for the third
quarter of 2003.

Cash and investments decreased by $64 million in the third
quarter.  i2 finished the quarter with $281 million in total cash
and investments.  During the quarter the Company used
approximately $37 million of cash for the repurchase of $40
million in aggregate principal amount of the Company's outstanding
convertible debt.

                        About the Company

A leading provider of closed-loop supply chain management
solutions, i2 Technologies, Inc. (OTC:ITWO) designs and delivers
software that helps customers optimize and synchronize activities
involved in successfully managing supply and demand.  i2's global
customer base consists of some of the world's market leaders --
including seven of the Fortune global top 10.  Founded in 1988
with a commitment to customer success, i2 remains focused on
delivering value by implementing solutions designed to provide a
rapid return on investment.  Learn more at http://www.i2.com/

At September 30, 2004, i2 Technologies' balance sheet showed a
$179,892,000 stockholders' deficit, compared to a $296,938,000
deficit at December 31, 2003.


INTEGRATED HEALTH: Wants Court Nod to Sell Headquarters to Berwind
------------------------------------------------------------------
Pursuant to the IHS Plan, IHS Liquidating, LLC, was formed for the
primary purpose of liquidating certain assets excluded from the
sale to Abe Briarwood Corporation.  These Excluded Assets include,
among other things, the IHS Debtors' interest in their former
headquarter campus located at 910, 920 and 930 Ridgewood Roads, in
Sparks, Maryland.

Before the Petition Date, the IHS Debtors acquired the Premises
through funding from a synthetic lease transaction.  The Premises
was subject to a lien in favor of Citicorp USA, Inc., as agent for
a syndicate of lenders whose claims are classified in the IHS
Plan as Synthetic Lease Claims in Class 2.

Under the IHS Plan, title to the Premises was transferred to IHS
Liquidating, subject to a restructured secured note in favor of
Citicorp, as Disbursing Agent for Class 2.  IHS Liquidating is
required under the Plan to:

   -- sell the Premises;

   -- use the proceeds to satisfy the Restructured Headquarters
      Note; and

   -- hold any equity in the proceeds for future distribution to
      unsecured creditors as provided in the Plan.

               IHS Liquidating's Marketing Efforts

James L. Patton, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, tells the Court that IHS Liquidating spent
considerable time and devoted substantial efforts to developing an
informed expectation of value for the Premises and marketing its
interests in the sale of the Premises.  IHS Liquidating, in
consultation with its real estate broker, TriAlliance Commercial
Real Estate Services, Inc., designed and implemented a thorough
and multi-staged marketing process to identify the highest and
best available offer for the Premises.

To develop expectations regarding the value of the Premises,
TriAlliance, among other things, (i) reviewed and analyzed
comparable real estate transactions and (ii) conducted other
financial studies, analyses and investigations that are deemed
necessary and appropriate.

IHS Liquidating and TriAlliance identified three bidders whose
proposals were considered the most desirable.  Consequently, IHS
Liquidating authorized TriAlliance to deliver a draft asset
purchase agreement and to pursue discussions with the three
potential buyers.

After consulting TriAlliance, in August 2004, IHS Liquidating
selected the proposal from Berwind Property Group, Ltd., which
ultimately submitted the highest and best bid of $25,750,000 for
the Premises.  IHS Liquidating then proceeded with the final
negotiation of a sales contract with Berwind.

                        The Sales Contract

IHS Liquidating proposes to sell the Premises to Berwind, free and
clear of all liens, claims and encumbrances except for the
Permitted Exceptions.

The salient terms of the Sales Contract are:

A. Assets

   Berwind will acquire all of IHS Liquidating's rights, title
   and interest in and to the Premises, including all buildings
   and improvements erected on the Premises.

B. Down Payment

   The down payment for the Premises is $500,000, payable to an
   escrow agent on the signing of the Sales Contract.

C. Purchase Price

   The purchase price for the Premises is $25,750,000, in cash,
   subject to adjustment under Section 4 of the Sales Contract.

D. Representations and Warranties

   The Sales Contract contains customary representations and
   warranties by IHS Liquidating and Berwind.

E. Closing

   The closing of the transaction will take place at the office
   of IHS Liquidating's real estate counsel, Jenkens & Gilchrist
   Parker Chapin, LLP, at 10:00 a.m on the date that will be the
   later to occur of:

      (i) 60 days after the last day of the Due Diligence Period;
          or

     (ii) 50 days after the date IHS Liquidating has notified
          Berwind that the condition requiring Court approval set
          forth in the Sales Contract has either been satisfied
          or waived by IHS Liquidating, but in no event later
          than March 15, 2005.

F. Escrow

   Jenkens will serve as the escrow agent, which will hold the
   Down Payment until IHS Liquidating receives the Purchase Price
   from Berwind on delivery of the Deed on the Closing Date.

                        Sale is Warranted

By this motion, IHS Liquidating asks the Court to approve the sale
of the Premises to Berwind in accordance with the Sales Contract.

IHS Liquidating believes that its negotiations with Berwind
culminating in the formation of the Sales Contract, together with
the implementation of a thorough and multi-staged marketing
process, reflect a reasonable and appropriate attempt to obtain
the highest and best offer for the Premises.  Subjecting the
Sales Contract to higher and better offers is unnecessary and will
not likely result in an increased purchase price for the Premises.

Mr. Patton informs Judge Walrath that the holders of Synthetic
Lease Claims have consented to the sale of the Premises.  Thus,
pursuant to Section 363(f)(2) of the Bankruptcy Code, the
Premises may be sold free and clear of all liens, claims and
encumbrances subject to the Permitted Exceptions.

Berwind, Mr. Patton assures the Court, is a "good faith" purchaser
within the meaning of Section 363(m) of the Bankruptcy
Code.  Moreover, because the sale of the Premises is authorized by
the terms of the IHS Plan and will occur post-confirmation, IHS
Liquidating contends that the sale of the Premises to Berwind is
"under a plan" within the meaning of Section 1146(c).  Hence, the
sale of the Premises should be exempt from the imposition of any
stamp or similar tax.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its 437
debtor-affiliates filed for chapter 11 protection on February 2,
2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical Corporation
and its direct and indirect debtor-subsidiaries broke away from
IHS and emerged under their own plan of reorganization on March
26, 2002.  Abe Briarwood Corp. bought substantially all of IHS'
assets in 2003.  The Court confirmed IHS' Chapter 11 Plan on May
12, 2003, and that plan took effect September 9, 2003.  Michael J.
Crames, Esq., Arthur Steinberg, Esq., and Mark D. Rosenberg, Esq.,
at Kaye, Scholer, Fierman, Hays & Handler, LLP, represent the IHS
Debtors.  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. 84; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


INTERNATIONAL COAL: S&P Puts B- Rating on $285M Sr. Sec. Facility
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B-' corporate
credit rating to International Coal Group LLC.

At the same time, Standard & Poor's assigned its 'B-' rating and
recovery rating of '3' to International Coal's proposed
$285 million senior secured bank credit facility.  The outlook is
stable.  The bank loan rating is the same as the corporate credit
rating; this and the '3' recovery rating indicate a meaningful
recovery (50% to 80%) of principal in the event of a default on
the company's senior secured revolving credit facility.

"The ratings on ICG reflect its relatively small size; its high-
cost profile and significant exposure to the difficult operating
environment of Central Appalachia," said Standard & Poor's credit
analyst Paul Vastola.  They also reflect heavy capital spending
needs to address aging mining equipment; fairly aggressive debt
leverage factoring debt-like obligations; and
uncertainties/concerns pertaining to the condition of its mines
due to underspending by its predecessors during two bankruptcies.
Ratings also reflect ICG's high-quality coal, nominal
postretirement liabilities, and currently favorable conditions in
the domestic coal industry.

International Coal, a U.S. coal producer, was recently organized
by W. L. Ross & Co. (a private investment firm), which led an
investor group to form International Coal Group in order to
acquire certain key assets from Horizon Natural Resources Co. as
part of Horizon's plan of reorganization.  As a result of the
reorganization, the ICG assets are now union-free and largely free
of legacy liabilities.

International Coal's 664 million tons of coal reserves have
favorable physical properties (low-sulfur content with high Btu
content), which generally command higher margins. However,
compared with some of its peers, International Coal is a
relatively small coal producer, producing less than 12 million
tons in 2003 or just about 1% of the U.S. market.

International Coal has three surface and two underground coal
mining complexes totaling 13 mines, with approximately 82% of 2003
production located in the difficult Central Appalachian mining
region (in West Virginia and Kentucky), with the rest in the
Illinois Basin.


INTERNATIONAL STEEL: Moody's Reviewing Ba2 Rating & May Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Ispat Inland
Inc., (Senior Implied B3) and its affiliate Ispat Inland U.L.C.
under review for possible upgrade.  In a related action, Moody's
placed the debt ratings of International Steel Group Inc.
(ISG -- Senior Implied Ba2) under review for possible upgrade.

Ratings placed under review for possible upgrade are:

   * Ispat Inland Inc.,:

     -- B3 senior implied,

     -- B3 senior secured first mortgage bonds and secured
        pollution control bonds,

     -- Caa2 unsecured industrial revenue bonds, Caa2 senior
        unsecured issuer rating.

   * Ispat Inland U.L.C.:

     -- B3 guaranteed senior secured notes due 2010 (floating
        rate) and due 2014 (9.75%)

   * International Steel Group Inc:

     -- Ba2 senior implied,

     -- Ba3 guaranteed global notes due 2014,

     -- Ba3 senior unsecured issuer rating

Ratings continuing under review for possible upgrade:

   * International Steel Group Inc.:

     -- Ba2 guaranteed senior secured revolving credit facility
        due 2006

The review is prompted by the announcement of the proposed three-
way merger between Ispat International N.V., LNM Holdings N.V. and
ISG to be completed in two stages.  The first will be the
acquisition of LNM by Ispat International N.V., at which time the
company will change its name to Mittal Steel Company N.V.  This
transaction is expected to close by year-end 2004 and is valued at
$13.3 billion based on the October 22, 2004 NYSE closing price for
Ispat International.  The second stage will be the acquisition of
ISG by Mittal Steel in a combination cash and share transaction
valued at roughly $4.5 billion, assuming a trading range for
Mittal Steel shares of $34.50 to $43.81 for the 20 trading days
prior to the merger.  This transaction is expected to close in the
first quarter of 2005 and is subject to, among other things, the
completion of the acquisition of LNM by Ispat International.  Both
transactions remain subject to various requirements including
regulatory clearances and shareholder approval at ISG.

The review for both Ispat Inland and ISG will focus on the
operational management of the companies and their respective
facilities going forward, potential for cost reductions from more
optimized mill production, likelihood of improved metallic input
availability and costs, and sustainable levels of margin
performance through steel industry cycles.  The status of Ispat
Inland's labor agreement will also form part of the review.

In addition, the review will focus on the legal and capital
structure of the companies within the Mittal Steel organization,
as well as the level and position of debt obligations within the
corporate structure.  As ISG's $600 million guaranteed global
notes will remain sole obligations of ISG, management's intention
with respect to dividends from subsidiary companies and commitment
to ensuring funds remain available for meeting debt obligations
will be a further important component of the review.

Ispat Inland, headquartered in East Chicago, had revenues of $2.2
billion in fiscal 2003.

International Steel Group, headquartered in Richfield, Ohio had
revenues of $4.1 billion in fiscal 2003.


ISTAR ASSET: Fitch Puts Low-B Ratings on Four Certificate Classes
-----------------------------------------------------------------
Fitch Ratings upgrades iStar Asset Receivables Trust Trust,
commercial mortgage pass-through certificates, series 2002-1 as
follows:

   -- $42.6 million class E to 'AAA' from 'AA+';
   -- $26.6 million class F to 'AAA' from 'AA';
   -- $21.3 million class G to 'AA+' from 'AA-';
   -- $26.6 million class H to 'AA-' from 'A+';
   -- $26.6 million class J to 'A+' from 'A';
   -- $26.6 million class K to 'A' from 'A-';
   -- $21.3 million class L to 'A-' from 'BBB+';
   -- $18.6 million class M to 'BBB' from 'BBB-';
   -- $24 million class N to 'BBB-' from 'BB+';
   -- $21.3 million class O to 'BB+' from 'BB';
   -- $18.6 million class P to 'BB' from 'BB-';
   -- $16 million class Q to 'B+' from 'B';
   -- $16 million class S to 'B' from 'B-'.

These classes are affirmed:

   -- $253.4 million class A-2 at 'AAA';
   -- $40 million class B at 'AAA';
   -- $26.6 million class C at 'AAA';
   -- $21.3 million class D at 'AAA';

This class has paid in full:

   -- class A-1;

Fitch does not rate the $40 million class T.

The upgrades are the result of improved performance combined with
increased credit enhancement after the prepayment of six loans
totaling $377.9 million, or 35.5%.

The certificates are collateralized by 30 loans on 44 commercial
properties consisting mainly of office (35%) and industrial (22%).
The largest geographic concentrations are in Massachusetts (21%)
and New York (20%).

The portfolio has limited property-type and geographic diversity,
which has been accounted for through additional stresses in the
remodeling of the mortgage pool.

As part of the review of this transaction, Fitch analyzed the
performance of each loan and its underlying collateral.  The debt
service coverage ratio -- DSCR -- is calculated using borrower
reported net operating income -- NOI -- adjusted for reserves and
capital expenditures and a Fitch stressed debt service constant.
The fiscal year ended -- FYE -- 2003 DSCR for the comparable loans
in the pool was 1.57 times (x) compared to 1.39x at issuance.
Three loans maintain the investment grade credit assessment
ratings assigned at issuance and represent 55% of the pool
compared to 37% at issuance.

Headquarters/Mission-Critical Facilities (30.7%) is secured by 19
cross-collateralized and cross-defaulted first mortgage loans. The
properties include:

      * 13 office,
      * five industrial, and
      * two office/industrial properties

located in 10 states.

Major tenants include:

      * Nike, Inc. (22% of NRA),
      * Eagle Global Logistics (15% of NRA), and
      * IBM (12% of NRA).

As of June 30, 2004 the portfolio is 98% leased.  The loan
portfolio has experienced improved performance with FYE 2003 DSCR
of 1.63x compared to 1.41x at issuance.  Similar to issuance,
Fitch underwrote 12 of the 19 loans.  Also similar to issuance,
Fitch applied a haircut to FYE 2003 NOI of the remaining seven
loans.  Although many of the properties are leased to non-rated
single tenants, the loan portfolio benefits from a 20-year
amortization schedule, geographic diversity, and cross-
collateralization and cross-default provisions.

The Goodyear Tire & Rubber Company Loan (14.9%) is secured by six
industrial warehouse properties located in five states.  The
properties are 100% occupied by Goodyear Tire & Rubber Company
under a single, non-cancelable 20-year lease that commenced in
December 2001.  The lease is triple-net and includes a rent
increase in January 2012.  A $20 million letter of credit issued
by BNP Paribas, rated 'AA' by Fitch, serves as additional
collateral for the loan.  Performance has improved, driven by
increased income, with DSCR of 1.81x at FYE 2003 compared to 1.62x
at issuance.

Chelsea Piers (9%) is secured by a 30-acre 1.7 million square foot
entertainment/mixed-use complex in Manhattan, New York.  The
Chelsea Piers mortgage is subject to a ground lease with the State
of New York Department of Transportation.  The initial lease
commenced in June 1994 for an initial term of 10 years and expired
in 2004.  The lease has been extended for a 10-year renewal period
with three additional 10-year renewal periods remaining.  The
property's performance has declined since issuance with a FYE 2003
DSCR of 1.60x compared to 2.00x at issuance.  Increased general
and administrative expenses, expenses associated with the ground
lease renewal and sports venue expenses were the main drivers of
the decrease.  The property is currently 99% leased.

The nine non-credit assessed loans in the pool consist of first
mortgage, second mortgage, third mortgage, and mezzanine loans.
These assets continue to perform well with an all-in DSCR of 1.57x
and stable occupancy levels.


J.C. PENNEY: Myron Ullman to Succeed Allen Questrom as CEO
----------------------------------------------------------
Myron E. Ullman III has been named to succeed Allen Questrom as
chairman and chief executive officer of J. C. Penney Company, Inc.
(NYSE:JCP).  He will join the company on Dec. 1, 2004.

"The Board has done an outstanding job in recruiting Mike to join
JCPenney," said Mr. Questrom.  "He has a superior record of
success in retailing, and has demonstrated his effectiveness as a
leader during his time at Macy's, LVMH Moet Hennessy Louis
Vuitton, and the DFS Group (Duty Free Shoppers).  I am delighted
that he will work with our strong management team and associates
to continue JCPenney's growth and success.  Mike will be a great
asset to our associates, customers, and shareholders."

"JCPenney is a legendary name in American retailing, and I am
honored to be joining this venerable organization," said Mr.
Ullman.  "Having met with members of the Board, I am enthusiastic
about what we can accomplish together.  JCPenney's management team
is extremely strong, and they have achieved great success during
the past four years under Allen Questrom's leadership.  I look
forward to the opportunity to guide the company into the future."

The Board Search Committee was led by Vernon Jordan Jr.,
JCPenney's longest serving board member with more than 30 years of
service.  Heidrick & Struggles assisted in the search.

Mr. Ullman is an experienced leader, with considerable retail
experience both domestically and internationally.  During the past
15 years, he has led major businesses in the U.S. (R. H. Macy &
Co. and DFS Group, Ltd.), Asia (the Wharf Holdings) and, most
recently, Europe (LVMH Moet Hennessy Louis Vuitton).

From 1992 to 1995, he was Chairman and Chief Executive Officer of
New York-based R. H. Macy & Co., Inc., one of the most prominent
and largest retailers in the United States.  He led Macy's through
a sweeping organizational, cultural, and financial transformation,
including the introduction of new merchandising, distribution, and
information processes.  He became Macy's Chairman and Chief
Executive Officer in April 1992, several months after the company
filed for bankruptcy protection.  He guided the company through a
complex reorganization and revitalization process that culminated
in Macy's merger with Federated Department Stores, Inc., in early
1995.

Mr. Ullman began his career with IBM as an international account
manager.  After serving as Vice President of Business Affairs for
the University of Cincinnati, and a White House Fellow under
President Ronald Reagan, he joined Federated where he later became
Executive Vice President of the Sanger Harris Division.  He has
also served as Managing Director and Chief Operating Officer of
Wharf (Holdings), Ltd. in Hong Kong.

Mr. Ullman serves as a director of Polo Ralph Lauren Corp.,
Starbucks Coffee Company, Taubman Centers, and Segway, LLC, and he
serves on the Board of Advisors of Kendall Jackson Wine Estates,
Ltd. He is also chairman of Mercy Ships International.  He served
as an independent director and Co-Chairman of Global Crossing as
its Board conducted the special investigation of alleged
accounting irregularities.

Ullman received a B.S. in Industrial Management from the
University of Cincinnati in 1969.  He and his wife Cathy have six
children and currently live in Montrose, Colorado.  He is 57 years
old.

                        About the Company

J. C. Penney Corporation, Inc., the wholly owned operating
subsidiary of the Company, is one of America's largest department
store, catalog, and e-commerce retailers, employing approximately
150,000 associates.  As of July 31, 2004, J. C. Penney
Corporation, Inc. operated 1,018 JCPenney department stores
throughout the United States and Puerto Rico, and 60 Renner
department stores in Brazil. JCPenney Catalog, including
e-commerce, is the nation's largest catalog merchant of general
merchandise, and JCPenney.com is one of the largest apparel and
home furnishings sites on the Internet. J. C. Penney Corporation,
Inc. is a contributor to JCPenney Afterschool Fund, a charitable
organization committed to providing children with high quality
after school programs to help them reach their full potential.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2004,
Moody's Investors Service upgraded J.C. Penney's long-term debt
ratings and affirmed SGL-1's speculative grade liquidity rating.  
Moody's said the outlook is stable and this rating action
concludes the review for possible upgrade begun on July 12, 2004.

These Moody's ratings were upgraded:

   * Senior implied to Ba1 from Ba2;
   * Issuer rating to Ba2 from Ba3;
   * Senior secured bank credit facility to Baa3 from Ba1;
   * Senior unsecured to Ba2 from Ba3;
   * Subordinated to Ba3 from B1.

This Moody's rating was affirmed:

   * Speculative grade liquidity rating of SGL-1.


KAISER ALUMINUM: U.S. Trustee Amends Unsec. Creditors' Committee
----------------------------------------------------------------
Acting United States Trustee for Region 3, Roberta A. DeAngelis,
amends the composition of the Official Committee of Unsecured
Creditors to add Dwight Asset Management Company.  Merrill Lynch
Bond Fund, Inc., High Income Portfolio resigned from the
Committee.

The Creditors Committee is now composed of:

    1. Bank One Trust Company, N.A. as Indenture Trustee
       Attn: Donna J. Parisi
       P.O. Box 710181
       Columbus, OH 43271-0181
       Phone: (614) 217-2881
       Fax: (614) 248-5195

    2. Law Debenture Trust Company of New York,
       as Indenture Trustee
       Attn: Daniel R. Fisher, Esquire, Senior Vice President
       767 Third Avenue, 31st Floor
       New York, NY 10017
       Phone: (212) 750-6474
       Fax: (212) 750-1361

    3. U.S. Bank National Association, as Indenture Trustee
       Attn: Timothy J. Sandell
       180 East 5th Street
       St. Paul, MN 55101
       Phone: (651) 244-0713
       Fax: (651) 244-5847

    4. United Steelworkers of America
       Attn: Richard M. Seltzer, Esq.
       Five Gateway Center
       Pittsburgh, PA 15222
       Phone: (412) 562-2400
       Fax: (412) 562-2574

    5. Pension Benefit Guaranty Corp.
       Attn: Hector Banda
       1200 K Street, N.W.
       Washington, D.C. 20005
       Phone: (202) 326-4070, ext. 3223
       Fax: (202) 326-4112

    6. Farallon Capital Management LLC
       Attn: Kurt Billick
       1 Maritime Plaza, Suite 1325
       San Francisco, CA 94111
       Phone: (415) 421-2123
       Fax: (415) 421-2133

    7. Dwight Asset Management Company
       Attn: Thomas J. White
       100 Bank Street
       Burlington, VT 05401
       Phone: (802) 383-4064
       Fax: (802) 383-4264

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. 52;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER ALUMINUM: RUSAL Wins Bid for QAL Interest with $401 Million
------------------------------------------------------------------
Kaiser Aluminum reported that Rusal was the successful bidder for
Kaiser's 20% interest in and related to Queensland Alumina,
Limited, which operates an alumina refinery in Australia.

The successful bid provides for a base price of $401 million in
cash, subject to certain working capital adjustments, plus
purchase of Kaiser's alumina and bauxite inventories and the
assumption of Kaiser's obligations in respect of approximately
$60 million of QAL debt. Kaiser also will transfer its existing
alumina sales contracts and other agreements relating to QAL to
Rusal.

Kaiser made the determination of the successful bidder in
consultation with the Unsecured Creditors' Committee, the Asbestos
Claimants' Committee and the Asbestos Future Claims Representative
at the conclusion of yesterday's auction, which had been
authorized by the U.S. Bankruptcy Court for the District of
Delaware.

Kaiser expects the Court to rule on the sale at a hearing on
Nov. 8 and has targeted a closing on the transaction during the
first quarter of 2005.

The company's Form 10-Q for the period ending June 30, 2004,
provides a detailed discussion of the various impacts of the sale
of Kaiser's interests in and related to QAL, including required
approvals, the likely escrowing of proceeds and the use of
proceeds, as summarized:

   -- Required approvals include the aforementioned Court
      approval, as well as approvals by the lenders under Kaiser's
      Post-Petition Credit Agreement and by certain regulatory
      authorities in Australia.

   -- Escrowing of proceeds is likely, pending Court approval of
      Kaiser's Intercompany Settlement Agreement.

   -- The vast majority of the value realized in respect of the
      company's interests in and related to QAL is likely to be
      for the benefit of holders of Kaiser's publicly traded notes
      and the Pension Benefit Guaranty Corporation.

   -- Any winning bidder at auction must also be accepted by the
      other QAL participants and by the QAL lenders.

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.


KMART CORP: Wants Solvency-Related Discovery Materials Kept Secret
------------------------------------------------------------------
On May 2, 2003, the Debtors filed preference actions under
Sections 547 and 550 of the Bankruptcy Code against:

     -- Daewoo Electronics Corporation of America,
     -- Uniden America Corporation,
     -- Samsung Electronics,
     -- Intercraft Company,
     -- Anchor Hocking, and
     -- Newell Rubbermaid

In addition, the Kmart Creditor Trust filed fraudulent transfer
actions under Sections 548 and 550 of the Bankruptcy Code against:

     -- John Foster,
     -- Mariana Keros,
     -- Hector Dominguez,
     -- Paul Springhorpe,
     -- William Wulfers,
     -- Michael K. Frank, and
     -- John Owen

Pursuant to a September 22, 2004 Order, the Court consolidated
pre-trial procedures relating to the Debtors' insolvency.  The
Order provides that there will be a single trial on insolvency
applicable to all of the Preference actions and Fraudulent
Transfer Actions and sets procedures and deadlines for discovery
on facts relating to insolvency.

William J. Barrett, Esq., at Barack, Ferrazzano, Kirschbaum,
Perlman & Nagelberg, LLC, in Chicago, Illinois, relates that the
Debtors are in the process of producing documents responsive to a
document request of Daewoo.  The September 22 Order provides that
the Daewoo document request will serve as the lead request for all
of the Preference and Fraudulent Transfer Defendants, and
contemplates that Daewoo will receive documents from Kmart and
make the documents available to the other Defendants.  In
addition, Daewoo issued subpoenas to third parties, mostly former
Kmart consultants, seeking documents relating to the Debtors'
financial condition.

Mr. Barrett informs the Court that some of the documents that the
Debtors or third parties are producing or will produce contain
material, non-public information concerning the Debtors' business.  
Other documents that the Debtors or third parties are producing or
will produce contain information that is proprietary to the
Debtors and the release of information could harm their business.

Before entry of the September 22 Order, the Debtors had entered
into separate but largely identical confidentiality agreements and
protective orders with Daewoo and Uniden.  Because the Defendants
other than Daewoo and Uniden may have access to the documents that
the Debtors or other third parties produce, the Debtors want the
Protective Orders to be made applicable to all Defendants.  In
addition, because third parties that formerly served as
consultants to the Debtors might produce documents that contain
material non-public information concerning the Debtors, the
Debtors also want the protections of any Protective Order be
extended to certain documents produced by third parties.

By this motion, the Debtors ask the Court to enter in each of the
Preference Actions and the Fraudulent Actions an order permitting
the Debtors to designate certain documents as "Confidential,"
which limits a document's use to the litigation.

The Debtors will designate as confidential documents that contain:

   (1) store sales or profitability data;

   (2) information on current or prospective transactions
       involving the Debtors or their assets; and

   (3) information that could be prejudicial to the Debtors if
       released.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the   
nation's  second largest discount retailer and the third largest  
merchandise retailer. Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  (Kmart Bankruptcy News, Issue No. 83; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVEL 3: Third Quarter 2004 Revenue Climbs to $171 Million
----------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq:LVLT) reported its third
quarter results.  Consolidated revenue was $840 million for the
third quarter compared to $918 million for the second quarter
2004.  Communications revenue was $423 million versus $391 million
for the previous quarter, and information services revenue was
$392 million compared to $503 million for the previous quarter.

The net loss for the third quarter 2004 increased to $171 million,
compared to a net loss for the previous quarter of $63 million.
Included in the net loss for the previous quarter was a
$147 million gain associated with the elimination of a capital
lease obligation due to the termination of a vendor contract.
Consolidated Adjusted OIBDA(1) was $129 million in the third
quarter 2004, which exceeded the projection of $100 million to
$120 million and compares to $94 million for the previous quarter.

Approximately $67 million in reciprocal compensation and $4
million of communications service revenue was recognized in the
third quarter as a result of an agreement signed with a local
carrier.

                             Overview

"During the third quarter, we experienced rising demand and new
contract awards for our communications services offerings,
particularly for VoIP services," said James Q. Crowe, CEO of
Level 3.

                Third Quarter Financial Results
                    Compared to Projections  

              Consolidated Cash Flow and Liquidity

During the third quarter 2004, unlevered cash flow was negative
$14million, versus positive $15 million during the second quarter.
Consolidated free cash flow for the third quarter was negative
$98million, versus negative $109 million for the previous quarter.

As of September 30, 2004, the company had cash and marketable
securities of $856 million compared to $957 million at
June 30, 2004.

"Our unlevered cash flow declined quarter over quarter primarily
due to working capital fluctuations in the information services
business, lower managed modem revenue and increased capital
expenditures in our communications business," said Sunit Patel,
CFO of Level 3.  "Our consolidated free cash flow improved
primarily due to a decrease in cash interest payments.  
Additionally, we saw the benefit of decreased network expense
associated with the integration of the ICG, Allegiance and KMC
dial-up networks.  We expect to see further benefits from
decreases in network expense in future periods."

                     Communications Business

                            Revenue

Communications revenue for the third quarter 2004 was
$423 million, versus $391 million for the previous quarter.  Total
communications revenue for the third quarter consisted of
$345 million of communications services revenue and $78 million of
reciprocal compensation revenue, compared to $365 million and
$26 million in the second quarter.  Approximately $67 million of
reciprocal compensation and $4 million of communications services
revenue was recognized in the third quarter as a result of an
agreement signed with a local phone company, of which $48 million
in cash had been received in prior periods.

Included in communications services revenue was $1 million and
$2 million of termination revenue for the third and second
quarters, respectively.

Communications services revenue decreased by $20 million quarter
over quarter primarily due to an expected reduction in revenue
from one large dial-up access customer partially offset by
increases in voice and IP & Data services revenue.

                        Cost of Revenue

Communications cost of revenue for the third quarter was
$116 million versus $119 million for the previous quarter.
Communications gross marginwas 72 percent for the third quarter
compared to 70 percent in the second quarter.

The improvement in communications gross margin is primarily
attributable to the increase in reciprocal compensation revenue in
the third quarter.

Communications cost of revenue decreased in the third quarter
primarily due to expected decreases in network expenses associated
with the ICG acquisition and the termination and renegotiation of
vendor agreements with Allegiance and KMC Telecom.

          Selling, General and Administrative Expenses

Communications SG&A expenses were $204 million for the third
quarter, versus $202 million for the previous quarter.
Communications SG&A expenses include $10 million of non-cash stock
compensation expense in the third quarter and $9 million in the
second quarter.  For both periods, SG&A expenses include a
$4 million reduction associated with property taxes.

The total number of employees in the communications business
increased to approximately 3,540 during the third quarter from
approximately 3,500 in the second quarter.

Adjusted Operating Income Before Depreciation and Amortization

Adjusted OIBDA for the communications business increased to
$113 million for the third quarter from $79 million for the
previous quarter. Communications Adjusted OIBDA margin was
27 percent for the third quarter versus 20 percent in the previous
quarter.  This increase in Communications Adjusted OIBDA was
primarily the result of the expected increase in revenue from
reciprocal compensation as previously described.

Communications Adjusted OIBDA excludes non-cash stock compensation
expense of $10 million in the third quarter and $9 million in the
second quarter.

                  Information Services Business
   
Results for the information services business include the Software
Spectrum and (i)Structure subsidiaries.

   Revenue and Adjusted Operating Income before Depreciation
                        and Amortization

Information services revenue was $392 million for the third
quarter.  This compares to revenue of $503 million for the
previous quarter and $437 million for the same period last year.
An increase in agency-type sales in the third quarter of 2004
resulted in the decline from the same period in 2003.  The value
of software sold in the third quarter of 2004 was consistent with
that sold in the same period last year, but in accordance with
GAAP treatment of agency sales agreements, the company recognizes
a service fee as revenue instead of the full value of the software
sold.

Adjusted OIBDA for the information services business was $9million
for the third quarter, compared to $11 million for the previous
quarter, which excluded $1million in non-cash stock compensation
expense.  For the same period last year, Adjusted OIBDA was
negative $8 million, which included $11 million in restructuring
charges and excluded $1 million in non-cash stock compensation
expense.

"We are pleased with the performance of our information services
business and the continued strength in the global software
market," said Charles C. Miller, vice chairman of Level 3.  "The
reduction in third quarter revenue compared to the previous
quarter is a result of normal seasonality."

The total number of employees in the information services business
increased to approximately 1,325at the end of the third quarter
from approximately 1,300 at the end of the previous quarter.

                        Other Businesses

The company's other businesses consist primarily of coal mining
operations.

                   Revenue and Adjusted OIBDA

Revenue and Adjusted OIBDA from other businesses were $25 million
and $7 million in the third quarter compared to $24 million and
$4 million for the previous quarter.  Adjusted OIBDA for the third
quarter includes approximately $5 million in insurance proceeds
from environmental claim payments.

                     New Customer Contracts

"We signed and announced a number of new customer contracts during
the quarter, and are particularly encouraged by the strong
interest we`re seeing for our new wholesale and consumer VoIP
services, and for our IP VPN services," said Kevin O``Hara,
president and COO.  "In addition, Level 3 has recently been
awarded several large unannounced transport and infrastructure and
VoIP service contracts by cable operators, wireless companies and
local and long-haul carriers."

Among the more significant announcements made during the quarter
were a major IP VPN agreement with CSC, VoIP agreements with
Charter and Skype, transport agreements with Chunghwa Telecom and
Adelphia, and a colocation agreement with EarthLink.  More
recently, Level 3 announced a major IP VPN contract with Northrop
Grumman and a significant IP transit agreement with NTL.

"We are pleased that we``ve seen strong interest in our services
from customers and that our capabilities are being included in
their service offerings," said O`Hara.  "As we have mentioned
previously, there is a fair amount of interconnection work and
systems integration between Level 3 and our partners that must be
accomplished before we begin to generate revenue under these
contracts.  Revenue growth from new customer contracts will also
be a function of our customers` success in the marketplace and
their overall rollout schedules."

                     Corporate Transactions

As previously announced, the company acquired Sprint`s wholesale
dial-up business on October 1, 2004, for $34 million in cash.  
Most customer contracts were not assigned at closing, and the
company expects assumption or assignment of these contracts for a
majority of customers before the end of the year.  Until such time
as a customer contract is assumed or assigned, amounts received
for services provided by Sprint are accounted for as a reduction
in purchase price.

While dependent upon the timing of the assumption or assignment of
customer contracts, the company expects to recognize approximately
$5 million in revenue from this transaction in the fourth quarter
2004 and approximately $35 million in revenue in 2005.  The
company expects to migrate customers to the Level 3 network by
mid-2005.

           Regulatory Events/Reciprocal Compensation

The company recognizes reciprocal compensation revenue for
compensable minutes of ISP-bound traffic that is terminated on
Level 3's network for its dial-up Internet access customers.
Reciprocal compensation is collected either under a negotiated
interconnection agreement signed with a carrier, or under the
FCC's mandated regime.

                            FCC Regime  

In October 2004, the FCC approved certain aspects of a forbearance
petition filed by Core Communications in July 2003.  Specifically,
the FCC lifted ISP-bound traffic growth caps and new market
exclusion.  The FCC rate cap of $.0007 did not change in this
order.  Certain of the company's interconnection agreements
contain language that supersedes this order.

Certain ISP-bound traffic that is terminated on the Level 3
network is expected to be subject to the FCC's ISP Remand Order,
which has been pending at the FCC for two years.  The FCC has
indicated that it will rule on the ISP Remand Order soon.  The
ruling is expected to address, among other things, the FCC's basis
for asserting jurisdiction over ISP-bound traffic.

Once the FCC has ruled on the ISP Remand Order, the company will
determine the impact of that decision on its current
interconnection agreements.  If an agreement contains a change-of-
law provision, a party can invoke the change-of-law clauses to
modify the terms of that agreement.  If there is no change-of-law
provision in the agreement, the previously negotiated terms will
stay in place until expiration of the agreement.  When an
agreement expires, the parties would default to the FCC rules on
ISP-bound traffic.

                Verizon Interconnection Agreement

During the quarter, the company signed an amendment to its
existing Interconnection Agreement with Verizon Communications.
Under the amendment, which was retroactive to April 1, 2004, the
intercarrier compensation rate for local, ISP-bound traffic was
set at $.0005 for year 2004, $0.00045 for year 2005, and $.0004
for year 2006.  The amendment expires in December 2006 and is not
subject to change in law.

In general, Level 3 prefers negotiated interconnection agreements
to arbitrated agreements given the uncertainty in the regulatory
environment.  The company believes that negotiated agreements can
provide the company with more predictable intercarrier
relationships including interconnection and compensation
arrangements.

"Importantly, interconnection agreements with local carriers,
including the recently signed Verizon agreement, allow us to
further leverage our existing Softswitch infrastructure for our
VoIP services," said Sureel Choksi, executive vice president and
president, Softswitch Services.

As previously announced, the company has also negotiated
interconnection agreements with BellSouth and SBC, which expire
December 2006 and December 2004 respectively.

"While subject to future regulatory changes, we believe the
company will recognize approximately $100 million to $125 million
in reciprocal compensation revenue in 2005," said Patel.

                         Business Outlook

                            Revenue

"Given our performance and new customer contracts signed year to
date, we are updating our previously issued projection for
communications revenue, including reciprocal compensation revenue
but excluding termination revenue, from a high-single digit
percent reduction to a low single-digit percent decline in 2004
versus 2003," said Patel.  "This includes approximately $40
million in revenue from managed modem acquisitions in 2004."

                         Adjusted OIBDA

"We are reaffirming our previously issued projection for
Consolidated Adjusted OIBDA for 2004. This projection was that
2004 Consolidated Adjusted OIBDA, excluding termination and
settlement revenue, will be consistent with 2003," Patel said.

                         Free Cash Flow

"We are increasing our expected use of cash in 2004 as a result of
business activity during the third quarter," said Patel.  "First,
we are increasing our capital expenditures in the fourth quarter
to support our traffic growth and new customer contracts won in
the third and fourth quarters.  Second, we have seen an increase
in integration expenses associated with our acquisition activity.
Finally, while revenue from new services continues to grow, we are
receiving lower-than-expected cash payments from IRU sales.  As a
result, we expect full-year Consolidated Free Cash Flow to be
negative $280 million to $310 million versus our previous
expectation of negative $200 million to $250 million."

                       Fourth Quarter 2004

"We expect communications revenue to increase in the fourth
quarter primarily as a result of approximately $100 million in
termination revenue as the result of the expected termination of a
customer dark fiber contract," said Patel.

"Additionally, we expect to see an increase in communications
services revenue.  This increase is expected to come from a
continued ramp in our voice business and other services, as well
as approximately $5 million in revenue from the Sprint managed
modem acquisition."

Consolidated Adjusted OIBDA is expected to increase to between
$155 million and $170 million in the fourth quarter primarily as a
result of higher communications revenue.  In addition, network
expenses associated with the ICG acquisition and the integration
of Allegiance and KMC are expected to continue to decline in the
fourth quarter.

Capital expenditures are expected to increase to approximately
$90 million in the fourth quarter as the company continues
investing in new service initiatives and its network as a result
of previously awarded contracts.

                             Summary

"We continued to make progress during the quarter on a number of
fronts," Crowe said. "We saw an increase in sales, particularly
for VoIP services, as well as increases in IP traffic across our
network.  Additionally, we have made significant progress during
the quarter in expanding our indirect sales channels to help us
take advantage of our growing opportunities.  I believe this
positive momentum positions us well for continued growth and
success in the marketplace."

                        About the Company

Level 3 (Nasdaq:LVLT) is an international communications and
information services company.  The company operates one of the
largest Internet backbones in the world, is one of the largest
providers of wholesale dial-up service to ISPs in North America
and is the primary provider of Internet connectivity for millions
of broadband subscribers, through its cable and DSL partners.  The
company offers a wide range of communications services over its
23,000-mile broadband fiber optic network including Internet
Protocol (IP) services, broadband transport and infrastructure
services, colocation services, and patented Softswitch managed
modem and voice services.  Its Web address is www.Level3.com.

The company offers information services through its subsidiaries,
Software Spectrum and (i)Structure.  For additional information,
visit their respective Web sites at
http://www.softwarespectrum.com/and http://www.i-structure.com/

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 04, 2004,
Fitch Ratings assigned an initial rating of CCC to the senior
unsecured debt of Level 3 Communications, Inc., and Level 3
Financing, Inc.

Additionally, Fitch assigned a CC rating to the convertible
subordinated obligations of Level 3.  The Rating Outlook is
Stable.


MEDIACOPY: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Mediacopy, a Califoria Corporation
        3535 Hayden Avenue
        Culver City, California 90232

Bankruptcy Case No.: 04-32508

Chapter 11 Petition Date: October 22, 2004

Court: Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Ronald L. Leibow, Esq.
                  Kaye Scholer LLP
                  1999 Avenue of the Stars, Suite 1700
                  Los Angeles, CA 90067
                  Tel: 310-788-1000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Five Star                     Landlord                  $307,290
P.O. Box 849153
Dallas, TX 78282

Harry K. Moore Co.            Landlord                  $261,469
7316 New Lagrange Rd.
Louisville, KY 40222

Raymond Leasing Corp.         Equipment Lease            $16,591

Sharp Electronics Financial   Equipment Lease             $9,896

Raymond Handling Concepts     Equipment Lease             $3,693
Corp.

Balboa Capital Corp.          Equipment Lease             $2,164

GE Capital                    Equipment Lease             $1,187


MORGAN STANLEY: Fitch Puts Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Dean Witter Capital I Trust's
commercial mortgage pass-through certificates, series 2000-LIFE2,
as follows:

   -- $98.2 million class A-1 'AAA';
   -- $480 million class A-2 'AAA';
   -- Interest-only class X 'AAA';
   -- $23 million class B 'AA';
   -- $24.9 million class C 'A';
   -- $6.9 million class D 'A-';
   -- $18.8 million class E 'BBB';
   -- $7.7 million class F 'BBB-';
   -- $3.1 million class G 'BBB-';
   -- $9.6 million class H 'BB+';
   -- $9.2 million class J 'BB';
   -- $3.1 million class K 'BB-';
   -- $4 million class L 'B+';
   -- $6.7 million class M 'B';
   -- $2.9 million class N 'B-';
   -- $1 million class O 'CCC'.

Fitch does not rate the $5.7 million class P certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the October 2004
distribution date, the pool has paid down 7.9% to $704.5 million
from $765.3 million at issuance.

Wells Fargo Bank, N.A., as master servicer, collected year-end
2003 financials for 94.6% of the transaction.  Among those
properties that reported at YE 2003, the weighted average debt
service coverage ratio -- DSCR -- remained stable at 1.60 times
(x) compared to 1.62x at issuance for the same loans.

Fitch reviewed the performance of the deal's credit assessed loan
(7.4%) and its underlying collateral, the Towers at Portside.  The
loan is secured by a 527-unit multifamily property located in
Jersey City, NJ.

The DSCR for this loan was calculated using servicer provided net
operating income less reserves and capital expenditures divided by
a Fitch stressed debt service.  As of YE 2003, the DSCR dropped to
1.50x from 1.76x at issuance, while occupancy has declined to
93.4% from 99.4% at issuance.  However, given the property's
overall strong cash flow, the loan maintains an investment grade
credit assessment.

Thirteen loans (9.8%) are considered Fitch Loans of Concern
primarily due to decreases in DSCR and occupancy at the respective
properties.  These loans' higher likelihood of default was
incorporated into Fitch's analysis.


NEW BEGINNING TABERNACLE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: New Beginning Tabernacle Ministries
        3455 Broad Rock Boulevard
        Richmond, Virginia 23234

Bankruptcy Case No.: 04-40013

Type of Business: The Debtor operates a church.

Chapter 11 Petition Date: October 27, 2004

Court: Eastern District of Virginia (Richmond)

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

Total Assets: $1,660,300

Total Debts:    $981,895

The Debtor has no unsecured creditors who are not insiders.  


NEXTEL COMMS: S&P Places BB+ Ratings on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Reston,
Virginia-based wireless service provider Nextel Communications
Inc., including the 'BB+' corporate credit rating, on CreditWatch
with positive implications.  Total operating lease-adjusted debt
was around $10.4 billion at Sept. 30, 2004.

The CreditWatch placement is based on continued solid operating
metrics as reflected in the third quarter, which include industry-
leading average revenue per user of about $69, industry leading
low churn of about 1.5%, continued momentum in contract subscriber
net additions, and EBITDA growth, which was driven by year-over-
year revenue growth of about 18% and stable EBITDA margins of
about 39%.  The combination of EBITDA growth and some debt
reduction enabled operating lease-adjusted debt to annualized
EBITDA to improve to about 1.9x for the third quarter of 2004,
from about 2.2x for the previous quarter. Given Nextel's
competitive advantages of its differentiated push-to-talk service
and captive subscriber base, there is the potential for further
cash flow improvement.

Since August of this year, there has been good visibility that
Nextel will spend an aggregate of up to $3.3 billion over the next
three to four years.  This will be used to cover the costs of
relocating some existing users of spectrum in the 800 MHz and 1.9
GHz bands, adjusting the company's own network, and making a
payment to the U.S. government that represents the difference
between the value of spectrum to be vacated by Nextel and various
credits allowed by the FCC in the transaction.  However, it has
been far less clear as to the magnitude of that portion of capital
spending that will be used for network improvement.  This spending
will likely be substantial, given that Nextel is expected to
install a new technology platform based on code division multiple
access -- CDMA -- or orthogonal frequency division multiplexing --
OFDM -- to supplement its existing integrated digital enhanced
network -- iDEN -- platform developed exclusively by Motorola.

"The current rating incorporates the lack of certainty on
aggregate capital spending needs, and the aforementioned financial
factors constrain the rating despite the company's good business
position," said Standard & Poor's credit analyst Rosemarie
Kalinowski.  "Therefore, the potential for an upgrade will hinge
on Nextel's ability to sustain the pace of growth shown in the
third quarter, the magnitude of aggregate network-related spending
over the next three to four years, the ability to finance this
spending while maintaining financial parameters, and a financial
policy consistent with an investment-grade rating."


NOMURA CBO: S&P Places Class A-3's Junk Ratings on CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A-2 notes issued by Nomura CBO 1997-2 Ltd., a high yield arbitrage
CBO transaction, on CreditWatch with positive implications.  At
the same time the rating on the class A-3 notes is placed on
CreditWatch with negative implications.

The positive CreditWatch placement of the class A-2 notes reflects
factors that have positively affected the credit enhancement
available to support the notes since the rating was previously
lowered in August 2003.  These factors include continuing pay down
of the class A-2 notes and an increase in its subordination
levels.  Since the time of the last rating action, the deal has
paid down $53.8 million to the class A-2 noteholders.

The negative CreditWatch placement of the class A-3 notes reflects
factors that have negatively affected the credit enhancement
available to support notes since the rating was previously lowered
in August 2003.  These factors include a continuing deterioration
in par.  The deal has experienced a total of $131.29 million in
defaults since origination, $26.25 million of which was
experienced since the last rating action.  As of the most recently
available monthly trustee report dated Oct. 2, 2004, the deal
holds $58.67 million worth of securities that are in default.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Nomura CBO 1997-2 Ltd. to determine the
level of future defaults the rated classes can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the interest and principal due on the notes.  
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.
   
             Rating Placed on Creditwatch Positive
                     Nomura CBO 1997-2 Ltd.
   
                    Rating
      Class   To                From      Current Balance
                                          (mil)
      -----   --                ----      -------
      A-2     AA+/Watch Pos     AA+       $96.16
     
             Rating Placed On Creditwatch Negative
                     Nomura CBO 1997-2 Ltd.
   
                    Rating
      Class   To                From      Current Balance
                                          (mil)
      -----   --                ----      -------
      A-3     CCC-/Watch Neg    CCC-      $105.3
     
Transaction Information

Issuer:              Nomura CBO 1997-2 Ltd.
Current manager:     Nomura Corporate Research and Asset
                     Management Inc.
Underwriter:         Bear Stearns Cos. Inc.
Trustee:             JPMorganChase Bank
    
       Tranche                 Initial  Last      Current
       Information             Report*  Action    Action
       -----------             -------  ------    -------
       Date (MM/YYYY)          4/2000   8/2003    10/2004

       Cl A-2 note rating      AAA      AA+       AA+/Watch Pos
       Cl A-2 note bal (mm)    $150.00  $150.00   $96.16
       Cl A-3 note rating      A        CCC-      CCC-/Watch Neg
       Cl A-3 note bal (mm)    $105.3   $105.3    $105.3
       Cl A O/C Ratio          115.9%   96.49%    89.32%
  
       * Earliest Available Report
    
         Portfolio Benchmarks                  Current
         --------------------                  -------
         S&P Wtd. Average Rating               B
         S&P Default Measure                   5.56%
         S&P Variability Measure               2.94%
         S&P Correlation Measure               1.17
         Wtd. Avg. Coupon                      10.1%
         Oblig. Rtd. 'BBB-' and above          5.89%
         Oblig. Rtd. 'BB-' and above           22.83%
         Oblig. Rtd. 'B-' and above            75.81%
         Oblig. Rtd. in 'CCC' range            24.19%
         Oblig. Rtd. 'CC', 'SD' or 'D'         30.33%
    
                   S&P Rated OC (ROC) Current
                   ------------------ -------
                   Class A-2 notes     114.16%
                   Class A-3 notes     94.01%


NOOR SALES INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Noor Sales, Inc.
        dba Citgo Mart
        1112 North Greenville Avenue
        Allen, Texas 75002

Bankruptcy Case No.: 04-45033

Type of Business:  The Company operates a Citgo Gas Station,
                   Convenience Store and Grandy's Restaurant.

Chapter 11 Petition Date: October 26, 2004

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsels: Arthur I. Ungerman, Esq.
                   Joyce W. Lindauer, Esq.
                   Arthur I. Ungerman, PC
                   8140 Walnut Hill Lane, Suite 301
                   Dallas, Texas 75231
                   Tex: (972)239-9055
                   Fax: (972)239-9886

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


OGLEBAY NORTON: Rehearing on Confirmation Evidence Set Nov. 16
--------------------------------------------------------------
United States Bankruptcy Judge Joel B. Rosenthal of the U.S.
Bankruptcy Court for the District of Delaware granted Oglebay
Norton Company's (OTC: OGLEQ) motion for a rehearing of evidence
on confirmation of the company's plan of reorganization. On
Oct. 5, 2004, the judge refused to confirm the company's plan
because of concerns about the adequacy of insurance for future
tort liability claims related to asbestos and silica products. The
judge will hear more evidence on the question of insurance
coverage at a hearing on Nov. 16, 2004.

Headquartered in Cleveland, Ohio, Oglebay Norton Company --    
http://www.oglebaynorton.com/-- 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.


ORGANOGENESIS INC: Judge Hillman Allows Employees' WARN Act Claims
------------------------------------------------------------------
The Honorable William J. Hillman of the U.S. Bankruptcy Court for
the District of Massachusetts, Eastern Division, ruled in favor of
a group of workers asserting entitlements to back pay and benefits
based on Organogenesis Inc.'s violation of the WARN Act when it
terminated its employees and closed its manufacturing facility in
Canton, Massachusetts without advanced written notice.  

The WARN Act is the Worker Adjustment and Retraining Notification
Act, codified at 29 U.S.C. Sec. 2101, et seq.  

Organogenesis objected to the former employees' proofs of claim,
asserting that the its failure to give advance written notice is
excused pursuant to notice defenses within the WARN Act.  Judge
Hillman overruled the Debtor's objection and the Claimants' proofs
of claim are allowed claims against the Debtor's estate.  Judge
Hillman issued his ruling on October 19, 2004.   

Organogenesis filed for chapter 11 protection on Sept. 25, 2002
(Bankr. D. Mass. Case No. 02-16944), restructured its business,
reduced costs, renegotiated its relationship with Novartis Pharma
AG concerning licensing of the Apligraf trademark and the
exclusive right to market and distribute Apligraf, and emerged
from chapter 11 in Sept. 2003.  The Company's reorganization plan
delivered an approximate 35% cash distribution to the holders of
allowed general unsecured claims.  Andrew Z. Schwartz, Esq., at
Foley Hoag LLP, represented the company in its restructuring.   

Organogenesis Inc., was the first company to develop and gain FDA
approval for a mass-produced product containing living human
cells.  Apligraf, the Company's principal product, a living, bi-
layered skin substitute, has received FDA approval for the
treatment of diabetic foot ulcers and venous leg ulcers.


PITTSBURGH: S&P Places Bond's BB Rating on CreditWatch Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' rating on
Pittsburgh, Pennsylvania's general obligation bonds outstanding on
CreditWatch with developing implications based on the rapidly
approaching date by which the city must gain approval for its
financial recovery plan from the Intergovernmental Cooperation
Authority -- ICA, along with state legislative approval for a
package of tax increases.

"If approval is not granted, the city risks running out of cash to
fund operations," said Standard & Poor's credit analyst Jeffrey
Panger.

The ICA recently rejected Pittsburgh's initial five-year recovery
plan, and the city must now submit a revised plan to the ICA by
Nov. 1.  If the revised plan is approved, ICA would be expected to
make recommendations to the legislature that it approve a package
of tax measures.  The legislature is currently not in session, but
is scheduled to return to Harrisburg on Nov. 8 for a short session
ending Nov. 24.

In the absence of approval of the recovery plan, which contains a
variety of tax enhancements in addition to expenditure reductions,
the city estimates that it will have a $4.7 million deficit cash
position by Dec. 31.  The city does not have the ability to incur
debt until the ICA approves the recovery plan.  The plan contains
authorization for utilizing a $40 million line of credit on
Jan. 1.

"Should the recovery plan and tax package fail to gain ICA and
state legislative approval, respectively, Pittsburgh's financial
condition would be extremely precarious and result in a lowering
of the rating," said Mr. Panger.  "However, should the recovery
plan and tax package be approved, the city's financial prospects
would brighten and the rating could improve."

The CreditWatch placement affects approximately $879 million of
outstanding city general obligation debt.


POPULAR ABS: Moody's Assigns Low-B Ratings on Classes B-3 & B-4
---------------------------------------------------------------
Moody's Investors Service assigned a credit rating of Aaa to the
senior certificates issued in the Popular ABS Mortgage Pass-
Through Trust 2004-4, a securitization of subprime fixed-rate and
adjustable-rate residential mortgage loans.  In addition, Moody's
assigned ratings ranging from Aa2 to Ba2 to the mezzanine and
subordinate classes of certificates.

According to Moody's analyst Amita Shrivastava, the ratings of the
certificates are based primarily on the credit enhancement
available from subordination, overcollateralization, and excess
spread.

The credit quality of the mortgage pool is stronger than the
mortgage pool backing their recent transactions (Popular ABS,
Inc., the depositor, was formerly known as Equity One ABS, Inc.).

Equity One, Inc. is the primary servicer of the loans.

The complete rating action follows.

Issuer:     Popular ABS Mortgage Pass-Through Trust 2004-4
Securities: Mortgage Pass-Through Certificates, Series 2004-4

              Class          Amount         Rating
              -----          ------         ------
              Class AF-1     $200,000,000      Aaa
              Class AF-2       70,500,000      Aaa
              Class AF-3       17,900,000      Aaa
              Class AF-4       61,300,000      Aaa
              Class AF-5       36,700,000      Aaa
              Class AF-6       25,000,000      Aaa
              Class AV-1      186,400,000      Aaa
              Class M-1        43,000,000      Aa2
              Class M-2        34,000,000       A2
              Class M-3         8,700,000       A3
              Class M-4         7,200,000     Baa1
              Class B-1         7,200,000     Baa2
              Class B-2         6,900,000     Baa3
              Class B-3         7,200,000      Ba1
              Class B-4         7,200,000      Ba2


PPM AMERICA: Fitch Lifts Ratings on Classes B-1 & B-2 Notes to BB
-----------------------------------------------------------------
Fitch Ratings affirms four classes and upgrades three classes of
notes issued by PPM America High Grade CBO I Ltd.  These actions
are the result of Fitch's review process.  These rating actions
are effective immediately:

   -- $297,431,438 class A-1 notes affirmed at 'AAA/F1+';
   -- $188,373,245 class A-2A notes affirmed at 'AAA';
   -- $394,988,951 class A-2B notes affirmed at 'AAA';
   -- $23,987,776 class A-3 notes affirmed at 'AAA';
   -- $48,000,000 class B-1 notes upgraded from 'BB' to 'BB+';
   -- $10,000,000 class B-2 notes upgraded from 'BB' to 'BB+';
   -- $17,850,000 class C notes upgraded from 'CCC-' to 'CCC+'.

PPM High Grade I is a collateralized bond obligation managed by
PPM America, which closed Dec. 19, 2000.  PPM High Grade I is
supported by collateral consisting of primarily investment grade
corporate bonds (72.1% as of the Oct. 1, 2004 trustee report) with
the remaining support provided by below investment-grade corporate
bonds.  Included in this review, Fitch discussed the current state
of the portfolio with the asset manager and their portfolio
management strategy.  In addition, Fitch conducted cash flow
modeling utilizing various default timing and interest rate
scenarios to measure the breakeven default rates relative to the
minimum cumulative default rates required for the rated
liabilities.  As a result of this analysis, Fitch has determined
that the current ratings assigned to the class B-1, class B-2, and
class C notes no longer reflect the current risk to noteholders.

Since the last rating action, the level of collateral coverage has
improved.  The overcollateralization test has improved from
failing levels of 100.88% (minimum level of 103.25%) as of the May
1, 2003 trustee report to 103.46 as of the Oct. 1, 2004 trustee
report.  The weighted average rating has remained stable since the
last review at 'BBB-'; however, this is failing the minimum level
of 'BBB/BBB-'. The weighted average coupon -- WAC -- has
deteriorated from 7.41% at the time of the last review to 6.65%
(minimum level of 7.45%) as of the most recent report.  Currently,
PPM High Grade I has no defaulted assets.  Despite the failing WAC
and rating tests, Fitch believes the recovery of the OC test
favorably changed the risk profile of the transaction relative to
the previous rating action.  For time series data concerning the
performance of PPM High Grade, see the CDO S.M.A.R.T web site,
available on the Fitch Ratings web site at
http://www.fitchratings.com/

In addition to the OC test, the transaction contains an additional
structural feature called the interest priority test, which is
triggered if either current or cumulative defaults rise above the
specified levels.  As of the most recent trustee report the
cumulative defaults to date are 3.9% verses a maximum level of 12%
of the aggregate principal balance of collateral items.  Current
defaults are 0% verses a trigger of 1.2%.  As the collateral
matures, the interest priority test will become more sensitive to
defaults because it is calculated on the outstanding collateral
balance.  If the test thresholds are breached, the class B-1/B-2
interest payments will be repositioned below the coverage test
within the priority of payment for interest proceeds.

After discussing PPM High Grade I with PPM America, Fitch believes
the asset manager will continue to exercise an opportunistic
strategy of credit selection while seeking to improve weighted
average coupon and weighted average rating levels.

The ratings of the class A-1 and A-2 notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
class A-3 notes addresses the return of the accreted investment
amount by the legal final maturity.  The ratings of the class B-1
and class B-2 notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.  The rating of the class C notes
addresses the likelihood that investors will ultimately receive
the stated balance of principal by the legal final maturity date.
Since the close of the deal, the class C noteholders have received
distributions amounting to $3,267,964, which brings the rated
balance to $14,582,036 (81.7%) of the original balance.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated Sept. 13, 2004, available on the Fitch Ratings
web site at http://www.fitchratings.com/


RCN CORP: Moody's Assigns B3 Ratings to Planned Exit Facilities
---------------------------------------------------------------
Moody's Investors Service rated the proposed bankruptcy
exit-financing being arranged for RCN Corporation and assigned
B3 senior implied and SGL-2 liquidity ratings for the company.  
Moody's had withdrawn its former ratings for RCN in July 2004
following the company's May 2004 bankruptcy filing. Bankruptcy
court approval of RCN's reorganization plan is a condition
precedent to the proposed refinancing, and the newly assigned
ratings are based on the expected post-emergence capital structure
as outlined in the most recent disclosure statement.  Moody's does
not rate all of the company's debt obligations, including a
proposed $125 million issuance of senior secured (2nd lien)
convertible notes due 2011 and about $35 million of existing
accreting subordinated secured (3rd lien) debt.  The rating
outlook is stable.

   * $25 million First Lien Senior Secured Letter of Credit
     Facility due 2009 -- B3

   * $330 million First Lien Senior Secured Letter Term Loan due
     2011 -- B3

   * Senior Implied Rating -- B3

   * Senior Unsecured Issuer Rating -- Ca

   * Liquidity Rating -- SGL-2

   * Rating Outlook -- Stable

The B3 senior implied rating reflects:

   (1) the company's high leverage (notwithstanding a debt load
       reduced by the reorganization);

   (2) limited medium-term liquidity, which will consist of
       balance sheet cash of approximately $120 million and no
       back-stop facility to support a business plan that
       currently consumes cash and will likely continue to do so;

   (3) concentration of cash flow in the Boston and Lehigh Valley
       markets coupled with a questionable future in other
       markets, particularly the west coast;

   (4) intense competition from established cable operators and
       regional bell operating companies -- RBOCs -- with greater
       scale and financial flexibility; and

   (5) uncertainty with respect to the value of the company's
       assets.

However, the rating also reflects:

   (1) an improved capital structure post emergence from
       bankruptcy;

   (2) high penetration of multiple services, as evidenced by
       RCN's ratio of revenue generating units -- RGUs -- to total
       customers of approximately two, which compares favorably to
       its cable competitors;

   (3) a high quality network, which is deemed to have potentially
       high resale value for prospective cable company competitors
       (specifically telephone companies and other cable
       overbuilders), and notwithstanding the perceived lesser
       value that would likely be ascribed by more traditional
       incumbent cable companies; and

   (4) strong demographics in most of its markets, which provides
       growth potential and positions RCN well to execute on its
       strategy of selling multiple services to customers.

The projected unrestricted cash balance of approximately
$120 million is the principal driving factor behind the assigned
SGL-2 or "good" liquidity profile as projected for the forward
twelve-month rating horizon.  As previously noted, RCN will have
no back-stop bank revolving credit facility for general corporate
needs and will thus rely primarily on its balance sheet cash to
fund capital expenditures, debt service, and working capital
needs.  RCN has achieved positive EBITDA and projects
approximately $80 million of EBITDA over the twelve months ending
December 2005. Cash interest payments of an estimated $32 million,
capital expenditures approximating $70 million, required term loan
amortization of $3.3 million, and some working capital usage yield
an estimated $30-$35 million cash shortfall, which RCN can amply
fund over the next twelve-months with cash-on-hand.

The new credit facilities are expected to contain financial
maintenance covenants including maximum leverage, minimum interest
coverage, minimum cash balances, and minimum EBITDA requirements.
Given that lenders will structure these covenants on recently
projected financials, Moody's considers compliance to be
reasonably well assured over the near term.  The minimum cash
requirement somewhat diminishes the flexibility afforded by the
$120 million of available, unrestricted cash, but Moody's
anticipates covenants will be set such that RCN benefits from a
reasonable degree of cushion over the next year.  Notwithstanding
current EBITDA levels insufficient to offset RCN's continuing cash
burn, operations are improving and the company is generating
greater EBITDA, which Moody's expects to continue, while cash
needs remain fairly stable.

The stable outlook incorporates expectations that RCN will perform
roughly in line with guidance provided, specifically achieving
substantial reductions in sales and marketing expenses while
increasing penetration of multiple services, and also assumes
management will not deviate materially from the strategy
presented, focusing on increasing services per customer in its
chosen markets.  A demonstrated ability to effectively compete on
an economically rational basis as evidenced by subscriber and RGU
growth and simultaneous margin improvement would provide upward
potential for the ratings and corresponding potential for a
positive outlook, supported by a transition to positive free cash
flow through revenue growth and cost reduction, which would stem
some of the medium-term post-bankruptcy liquidity concerns.
Conversely, a failure to stem cash burn and subsequently enhance
financial flexibility prior to depletion of cash reserves or a
loss of subscribers/RGUs could lead Moody's to again revert to a
negative rating outlook and/or lower ratings altogether, although
a full scale exit from certain underperforming markets would not
necessarily be cause for a downgrade.

Determining a true run-rate level of EBITDA for RCN given the
volatility of operations and numerous restructuring related
expenses and benefits poses a challenge, and this lack of track
record combined with a fairly low EBITDA base makes leverage
calculated on a debt-to-EBITDA basis highly sensitive to the past
and projected swings, which also helps support the speculative-
grade rating, as does the high absolute financial leverage almost
irrespective of how prospective of a view one takes on the credit.
Moody's believes that leverage could remain higher than 6 times on
a debt-to-EBITDA basis through 2006, and even that incorporates
management's plan for relatively modest revenue growth but more
significant EBITDA growth through substantial reductions in
selling, general and administrative expenses.  In this regard,
Moody's believes that cuts to sales and marketing expenditures in
particular may prove difficult to sustain in an increasingly
heightened competitive environment, as anticipated.  Moody's will
monitor RCN's progress toward achieving positive cash flow after
interest, working capital and capital expenditures.  As the
company is not projected to generate positive free cash flow until
the end of 2006 on a trailing twelve-month basis, interim period
funding will be wholly reliant upon the estimated post-emergence
cash balance of approximately $120 million.

The first lien debt comprises about two-thirds of total post-
emergence debt, supporting the B3 rating equivalent to the senior
implied rating.  Importantly, this debt benefits from upstream
subsidiary guarantees, thereby mitigating otherwise structural
subordination associated with its being a claim on the holding
company only.  The unrated second lien debt is subordinate to the
first lien debt only with respect to the security interest in the
company's assets, which notably excludes its slightly minority
interest in Mexican cable company Megacable's assets
(notwithstanding the pledge of stock from the subsidiary that owns
RCN's stake in Megacable), but which Moody's deems to have
reasonably good value.  In all other respects, the two layers of
debt rank on a pari-passu basis, although an intercreditor
agreement between the two is expected to place considerable
limitations on the second lien creditors rights in a default
and/or bankruptcy scenario.  The existence of a small (also
unrated) third lien tranche of debt (as rolled over from the
current structure) which is understood to be contractually
subordinated to the first and second lien debt provides a modest
layer of cushion that is additive to the rollover equity now held
by the company's former bondholders.  The Ca senior unsecured
issuer rating reflects Moody's view that a prospective future
unsecured creditor at the RCN holding company level would be
assuming potentially substantial equity-like risk.

RCN anticipates emerging from bankruptcy in December 2004 with
approximately $455 million of senior secured debt, which will
refinance its existing senior secured bank debt of approximately
$408 million, fund the purchase of the remaining 50% of the
Starpower Communications joint venture which it does not currently
own (net cash cost of approximately $20 million), and provide cash
to the balance sheet.  RCN formed Starpower in 1997 with Pepco
Communications to provide cable services in Washington, DC, and
surrounding areas.

RCN's strategy involves high execution risk, in Moody's view.
Management must strive to achieve cost reductions while refining
its approach in its various markets, each of which has different
dynamics with respect to competition, demographics and RCN assets,
in the face of intensifying competition.  The ability of incumbent
cable providers, and, to a lesser extent RBOCs, to offer a full
bundle of voice, video, and telephony has eroded any first mover
triple-play advantage from which RCN might once have benefited, in
Moody's opinion.  RCN competes predominantly with incumbent cable
operator Comcast (Baa3 Senior Unsecured), as well as Time Warner
(Baa1 Senior Unsecured) in New York, and with RBOCs Verizon (A2
Senior Unsecured; Baa2 Senior Unsecured for Verizon New York) and
SBC (A2 Senior Unsecured).  These incumbents have much greater
financial flexibility, as well as greater scale, which confers
significant cost advantages and greatly enhanced competitive
defensibility.

RCN derives the majority of its EBITDA from its Boston and Lehigh
Valley markets, whereas its operations in Chicago and Washington,
DC, contribute to a lesser degree and the New York City and west
coast operations continue to underperform.  The geographic
concentration of cash flow presents a risk, and the continued
subsidization of underperforming markets merits attention.  
Moody's deems the feasibility of RCN's west coast operations at
their current scale questionable; the company lacks the capital to
invest or acquire to reach meaningful scale, and the operations
currently consume both management attention and cash with no clear
path toward an adequate return.  Moody's also expects RCN to face
greater competition in the Chicago and New York City markets
compared to its Boston and Lehigh Valley markets, in which the
company has established a stronger presence.

Notwithstanding these operational challenges, RCN began marketing
multiple services to each customer from its inception as a company
and established a lead over its cable and telephone company peers
in the bundling strategy, evidenced by a ratio of RGUs to total
customers of just over 2, compared to ratios in the mid-1 times
range for most cable incumbents.  RCN's telephony penetration of
approximately 20% also compares favorably to cable operators, the
majority of which have not surpassed 5% telephony penetration.
Moody's continues to believe, however, that the overbuild model
necessitates more financial flexibility and also limits the resale
value of assets, and the ratings reflect this belief.

RCN Corporation is a communications company that is marketing
video, voice and data services to residential households located
in high-density northeast, west coast and midwest markets in
competition with leading incumbent service providers. The company
maintains its headquarters in Princeton, New Jersey. The company's
senior implied rating is B3.


ROGERS COMMS: S&P's Low-B Ratings Remain on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said its long-term corporate
credit ratings on Rogers Communications Inc., Rogers Cable Inc.,
and Rogers Wireless Inc. remain on CreditWatch with negative
implications following a Review with Rogers Communications and
Rogers Wireless management on the effect of the proposed
acquisition of Microcell Telecommunications Inc. by Rogers
Wireless.  Should the Microcell transaction be consummated as
expected, the long-term corporate credit ratings on each of RCI,
Rogers Cable, and Rogers Wireless will be lowered to 'BB' from
'BB+'.  The outlook will be stable.

Rogers Communications has three main operating subsidiaries:

   * Rogers Cable (100%),
   * Rogers Media (100%), and
   * Rogers Wireless (89.3%).

The ratings are assigned on the basis of the consolidated
financial risk and business profiles on Rogers Communications and
its subsidiaries.  "Although the acquisition of Microcell will
have a long-term positive effect on Rogers Wireless and Rogers
Communications, the ratings will be lowered due to the additional
leverage to be incurred from the Microcell acquisition, decreased
financial flexibility, and RCI's aggressive financial policy,"
said Standard & Poor's credit analyst Joe Morin.  These ratings
will also be affected:

   -- the senior unsecured debt ratings on Rogers Communications
      will be lowered to 'B+' from 'BB-';

   -- the senior secured debt ratings on Rogers Cable will be
      lowered to 'BB+' from 'BBB-';

   -- the senior subordinated guaranteed debentures on Rogers
      Cable will be lowered to 'B+', from 'BB-'; and

   -- the senior secured debt ratings on Rogers Wireless will be
      lowered to 'BB' from 'BB+'.

Should the Microcell transaction close as expected, Rogers
Communications consolidated lease-adjusted debt is expected to
increase by about C$1.6 billion, in addition to the C$1.75 billion
incurred on Oct. 13, 2004, regarding the RCI acquisition of Rogers
Wireless Communications Inc.'s shares from AT&T Wireless Services
Inc.  As a result, Rogers Communcations will have a high pro forma
adjusted debt burden, estimated at about C$9.7 billion, which
includes:

   * a lease-adjustment of C$490 million;

   * Rogers Communications preferred securities of C$600 million;
     and

   * fair value of derivative instruments of C$443 million at
     Sept. 30, 2004.

Standard & Poor's estimates Rogers Communications pro forma
lease-adjusted debt to EBITDA will deteriorate to between 5.5x and
6.0x and estimated EBITDA interest coverage will also be weak at
about 2.0x.  Assuming the C$3.35 billion debt is refinanced at the
Rogers Wireless level, Rogers Wireless adjusted leverage will
increase to above 5.5x as well.  A stable outlook would be based
on the expectation that ratios would not materially deteriorate
further from these levels.

Financial flexibility will also be reduced in the near to medium
term, as Rogers Communications and its subsidiaries will be
subject to greater refinancing risk and will have less headroom
with respect to financial covenants.

The above weaknesses are partially mitigated by an above-average
business position of Rogers Communications combined wireless and
cable television subsidiaries, the added business diversity
provided by its media properties, and the expected long-term
positive effect of the Microcell acquisition.

Standard & Poor's believes the Microcell transaction will be
positive in the longer term due to a number of factors including:

   (1) potential operating synergies;
  
   (2) a common network platform based on GSM/GPRS technology;

   (3) increased subscriber and revenue bases, making RWI the
       largest wireless operator in Canada; and

   (4) the potential to realize Microcell's tax-loss carry
       forwards in the longer term.


SMOKY RIVER: Fitch's Holds Junk Rating on $104M Class C Sub Notes
-----------------------------------------------------------------
Fitch Ratings leaves the rating of one tranche of notes issued by
Smoky River CDO, L.P., unchanged.  This rating action is effective
immediately:

   -- $104,000,000 class C subordinated notes remain at 'C'.

Smoky River, which closed May 8, 1998, is a collateralized debt
obligation managed by RBC Capital Partners.  The reinvestment
period was terminated in January 2003.  Smoky River is composed of
approximately 53.82% senior secured and leveraged loans, and
46.18% high yield bonds.

Smoky River triggered an event of default on Dec. 5, 2002, due to
the fund's failure to maintain an aggregate principal balance of
collateral debt securities at least equal to the aggregate
outstanding principal amount of the class A and class B notes.  As
a result, noteholders voted to accelerate the transaction in
January 2003.  Acceleration has since resulted in 100% pay down of
the class A notes and approximately 7.57% of the class B notes.

The rating of the class C notes addresses the return of principal
only.  Based on the Sept. 30, 2004 trustee report, the class B
overcollateralization ratio is 97.77% versus a test level of
103.70%, and the class B interest coverage ratio (including
deferred interest on the class B notes) is 12.40% versus a test
level of 125%.  There are two defaulted assets that represent
10.83% of the $212.8 million of total collateral debt securities
and eligible investments.

The asset manager is permitted to sell defaulted and credit risk
securities as approved by noteholders in April 2003.

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


SOUTHWEST HOSPITAL: Hires Lamberth Cifelli as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave Southwest Hospital and Medical Center, Inc., permission to
employ Lamberth, Cifelli, Stokes & Stout, P.A., as its bankruptcy
lead counsel.

Lamberth Cifelli will:

    a) advise, assist, and represent the Debtor with respect to
       its rights, powers, duties, and obligations in the
       administration of its bankruptcy case, and the collection,
       preservation, and administration of assets of the Debtor's
       estate;

    b) advise, assist, and represent the Debtor with regard to any
       claims and caused of actions which the estate may have
       against various parties including:

           (i) claims for preferences,

          (ii) fraudulent conveyances,

         (iii) improper disposal of assets, and

          (iv) other claims or rights to recovery granted to the
               estate;

    c) institute appropriate adversary proceedings or other
       litigations and to represent the Debtor with regard to any
       claims and causes of actions;

    d) advise and represent the Debtor with regard to the review
       and analysis of any legal issues incident to any claims and
       causes of actions;

    e) advise, assist , and represent the Debtor with regard to
       investigation of the desirability and feasibility of the
       rejection or assumption and potential assignment of any
       executory contracts or unexpired leases;

    f) advise, assist, and represent the Debtor with regards to
       liens and encumbrances asserted against the property of the
       estate and potential avoidance actions for the benefit of
       the estate, within the Debtor's rights and powers under the
       Bankruptcy Code;

    g) initiate and prosecute appropriate proceedings in
       connection with any liens and encumbrances asserted against
       the property of the Debtor's estate;

    h) advise, assist, and represent the Debtor with regard to the
       preparation, drafting, and negotiation of a plan of
       reorganization or liquidation and its accompanying
       disclosure statement, or negotiate with other parties
       presenting a plan of reorganization or liquidation;

    i) advise, assist, and represent the Debtor in connection with
       the sale or other disposition of any assets of the Debtor's
       estate, including:

           (i) the investigation and analysis of the alternative
               methods of effecting the sale or disposition of the
               assets of the Debtor's estate,

          (ii) the employment of auctioneers, appraisers, or other
               persons to assist with the sale or disposition of
               the Debtor's assets,

         (iii) negotiations with prospective purchasers and the
               evaluation of any offers received;

          (iv) the drafting of appropriate contracts, instruments
               of conveyance and other related documents,

           (v) the preparation, filing and service as required of
               appropriate motions, notices, and other pleadings
               as necessary to comply with the requirements of the
               Bankruptcy Code, and

          (vi) representation for the Debtors in connection with
               the closing of transactions for the sale or
               disposition of the Debtor's assets;

    j) prepare pleadings, applications, motions, reports, and
       other papers incidental to bankruptcy administration;

    k) provide support and assistance to the Debtor with regard to
       the proper receipt, disbursement, and accounting of funds
       and property of the estate;

    l) provide support and assistance to the Debtor with regard
       to:

           (i) the review of claims against the Debtor,

          (ii) the investigation of the amount of claims properly
               allowable,

         (iii) the appropriate classification or prioritization
               of the amount of claims, and

          (iv) the appropriate filing and prosecution of
               objections to the claims as necessary.

    m) perform all other legal services necessary to the proper
       administration of the Debtor's bankruptcy case.

G. Frank Nason, IV, Esq., a Member at Lamberth Ciffeli, is the
lead attorney for Southwest's restructuring. Mr. Nason discloses
that the Firm received a $20,030.00 retainer and he will bill the
Debtors $300 per hour for his services.

Mr. Nason reports Lamberth Ciffeli's professionals bill:

    Designation            Hourly Rate     
    -----------            -----------
    Counsel                $150 - 335
    Paralegal                75 - 110

Lamberth Ciffeli does not represent any interest adverse to the
Debtor or its estate.

Headquartered in Atlanta, Georgia, Southwest Hospital and Medical  
Center, Inc., operates a hospital.  The Company filed for chapter  
11 protection on September 9, 2004 (Bankr. N.D. Ga. Case  
No. 04-74967).  G. Frank Nason, IV, Esq., at Lamberth, Cifelli,  
Stokes & Stout, PA, represents the Debtor in its restructuring  
efforts.  When the Debtor filed for protection from its creditors,
it listed both estimated assets and debts of over $10 million.


TRENWICK AMERICA: Court Confirms Amended Plan of Reorganization
---------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware confirmed, on October 27, 2004, the Amended
Plan of Reorganization for Trenwick America Corporation and its
debtor-affiliates.  The Effective Date for the Plan is expected to
occur in January 2005.  

The Plan was proposed by:

     * J.C. Waterfall;
     * Phoenix Partners, LP;
     * Phoenix Partners II, LP;
     * Phacton International Ltd.; and
     * John J. Gorman of Tejax Securities Group, Inc. 401(k) Plan  
       and Trust FBO.

The Debtors filed their own Plan of Reorganization in March but,
the Plan failed to provide for the treatment of claims and
interests of Trenwick's affiliates in Bermuda.  The Debtor
withdrew that Plan in June.

The confirmed Plan will allow for the liquidation of Trenwick
Group Ltd. and LaSalle Re Holdings Limited's assets in Bermuda.  
The proceeds of property to be sold will be distributed to the
Debtors' creditors in accordance with their statutory priorities.

The Plan reflects a settlement between the Debtor and its major
creditors.  After a series of restructuring transactions, the
Reorganized Debtor will become a holding company and will have as
its principal assets 100% of the outstanding shares of the stock
of Trenwick America Reinsurance Corporation and Insurance
Corporation of New York.

The terms of the Plan include:

     * 100% recovery for administrative claims, secured claims,
       convenience claims and priority claims;

     * the LoC Bank Group claim is expected to receive 27.4% of
       their claim in the form of New Series B Junior Subordinated
       Notes to be issued in the face amount of $19,505,000;

     * senior note claims get a 60.4% pro rata share of the New
       Senior Subordinated Notes and Senior Litigation Trust
       Certificates in the aggregate amount of $35 million;

     * Insurance Corporation of New York claim recovers 81.2% of
       its claim through a New Senior Subordinated Notes and
       Senior Litigation Trust Certificates amounting to more than
       $16 million;

     * CI Notes claim and general unsecured creditors will recover  
       60.4% of their claims through New Senior Subordinated Notes
       and Senior Litigation Trust Certificates;

     * trust preferred claims shall receive pro rata share in the
       Reorganized Debtor's interests and residual trust
       certificates; and

     * old common stock will be cancelled and extinguished.

Upon emergence, New Trenwick will be run by nine managers
designated by the Plan proponents.  Funding for the Reorganized
Trenwick is provided by a revolving credit facility in the maximum
amount of $2 million.

Headquartered in Stamford, Connecticut, is a holding company for
operating insurance companies in the United States.  The Company
filed for chapter 11 protection on August 20, 2003 (Bankr. Del.
Case No. 03-12635).  Christopher S. Sontchi, Esq., and William
Pierce Bowden, Esq., at Ashby & Geddes, and Benjamin Hoch, Esq.,
Irena Goldstein, Esq., Carey D. Schreiber, Esq., at Dewey
Ballantine LLP represent the Debtors in their restructuring
efforts.  As of June 30, 2003, the Debtor listed approximate
assets of $400,000,000 and debts of $293,000,000.  On
August 20, 2003, Trenwick Group, Ltd., and LaSalle Re Holdings
Limited also filed insolvency proceedings in the Supreme Court of
Bermuda.  On August 22, 2003, the Bermuda Court granted an order
appointing Michael Morrison and John Wardrop, partners of KPMG in
Bermuda and KPMG LLP in the United Kingdom, respectfully, as Joint
Provisional Liquidators in respect of TGL and LaSalle.  The
Bermuda Court granted the JPLs the power to oversee the
continuation and reorganization of these companies' businesses
under the control of their boards of directors and under the
supervision of the U.S. Bankruptcy Court and the Bermuda Court.


TRUMP HOTELS: Weil Gotshal Represents Largest Bondholders Group
---------------------------------------------------------------
Weil, Gotshal & Manges LLP, one of the world's leading law firms,
represented a group of bondholders of Trump Atlantic City
Associates' First Mortgage Notes due 2006 ($1.3 billion principal
amount), in connection with the recapitalization of the Trump
Hotels & Casino Resorts, Inc. pursuant to a plan of
reorganization.

As reported in the Troubled Company Reporter on Oct. 22, 2004,
Trump Hotels & Casino Resorts, Inc., Donald J. Trump and holders
of approximately 57% of Trump Atlantic City Associates' First
Mortgage Notes due 2006, approximately 68% of Trump Casino
Holdings, LLC's First Priority Mortgage Notes due 2010 and
approximately 81% of Trump Casino Holdings, LLC's Second Priority
Notes due 2010 entered into a support agreement in connection with
the recapitalization of the Company pursuant to a plan of
reorganization.

As part of the Plan, Donald J. Trump, who will remain the
Company's Chairman and Chief Executive Officer, will invest
approximately $71.4 million into the recapitalized Company. Mr.
Trump's investment will consist of a $55 million cash equity
investment and the conversion of approximately $16.4 million
principal amount of TCH Second Priority Notes owned by him into
shares of the recapitalized Company's common stock. Upon
consummation of the Plan, Mr. Trump is expected to remain the
largest individual stockholder of the Company, with beneficial
ownership of approximately 27% of the Company's common stock.

Weil, Gotshal & Manges LLP is an international law firm of more
than 1,100 attorneys, including approximately 300 partners. Weil
Gotshal is headquartered in New York, with offices in Austin,
Boston, Brussels, Budapest, Dallas, Frankfurt, Houston, London,
Miami, Munich, Paris, Prague, Shanghai, Silicon Valley, Singapore,
Warsaw, Washington, D.C. and Wilmington.

                        About the Company

Through its subsidiaries, Trump Hotels & Casino Resorts, Inc.,  
owns and operates four properties and manages one property under  
the Trump brand name. THCR's owned assets include Trump Taj Mahal  
Casino Resort and Trump Plaza Hotel and Casino, located on the  
Boardwalk in Atlantic City, New Jersey, Trump Marina Hotel Casino,  
located in Atlantic City's Marina District, and the Trump Casino  
Hotel, a riverboat casino located in Gary, Indiana. In addition,  
the Company manages Trump 29 Casino, a Native American owned  
facility located near Palms Springs, California. Together, the  
properties comprise approximately 451,280 square feet of gaming  
space and 3,180 hotel rooms and suites. The Company is the sole  
vehicle through which Donald J. Trump conducts gaming activities  
and strives to provide customers with outstanding casino resort  
and entertainment experiences consistent with the Donald J. Trump  
standard of excellence. THCR is separate and distinct from Mr.  
Trump's real estate and other holdings.


TSI TELSYS: Board Wants R.M. Antoville & C. Pappas as Directors
---------------------------------------------------------------
TSI TelSys Corporation's Board of Directors is nominating Robert
M. Antoville and Constantine (Jack) Pappas to the slate of
nominees for election as Directors of the Company at the Annual
General Meeting of the shareholders of the Company, which is
scheduled to be held on November 22, 2004 in Columbia, Maryland.

The five-person slate of nominees also includes:

   (1) James Chesney, who is the Company's current President and
       CEO and has served as a Director since May 2002;

   (2) James Adamson, who has served as a Director since July
       2002; and

   (3) Lincoln Faurer, who has served as a Director since June
       2001.

Mr. Antoville has been Managing Director and owner of Progressive
Tag and Label, LLC, a North Carolina-based manufacturer, since
1999.  Previously, he was owner of Bennett Data Graphics and a
partner and sales manager for Bennett Data Forms.

Mr. Pappas is currently the CEO of Cryptolex Inc., a Maryland-
based company that specializes in advanced mobile biometric
authentication technologies.  Mr. Pappas was also a co-founder of
Virus Detections Systems Co.  Mr. Pappas is also a
founder/principal of Pappas Associates International Inc.  
Previously, he served as Director of Market Planning for Computer
Sciences Corporation and as Manager for International Business
Development for General Electric Corporation.

                         Loan Agreement

TSI TelSys is entering into a conditional loan agreement with
Robert S. Leben and Franklin A. Wong doing business as Sapphire
Property Acquisition & Development Enterprises, whereby the lender
will be making a loan in the amount of US$350,000 to the Company.  
The loan will be for one year and will carry a 12% per annum
interest rate.  The loan agreement is subject to the approval of
the TSX Exchange and other applicable regulatory bodies.

                      Paul Sevigny Resigns

The Company also reported the resignation of Paul Sevigny from the
Company's Board of Directors, effective October 25, 2004.

Mr. Sevigny said, "The Company is finalizing negotiations with an
investor who has indicated that, as a condition for his
investment, the Company's Board of Directors would be comprised of
independent directors, except for the President.  In view of this
requirement, I have resigned from the Board to accommodate the
investment.  I would like to express my appreciation for the
opportunity given to me to serve the Company in the above
mentioned capacity".

Mr. Sevigny also holds the position of Chief Financial Officer
with TSI TelSys, and will continue in that capacity. Mr. Sevigny
had served as a Director of the Company since May 2002.

Headquartered in Columbia, Maryland, TSI TelSys design,
manufactures and markets high-performance data acquisition,
simulation and communication systems for the aerospace industry
and provides related engineering services.  The Company has been a
pioneer in utilizing reconfigurable architectures (Adaptive
Computing) for communications and data processing, and has
incorporated this technology into its product line since 1996.  
The Company is a leader in providing multi-mission satellite
communications systems adaptable to virtually any protocol format
and that support data rates up to a gigabit per second (Gbps).

At June 25, 2004, TSI TelSys' balance sheet shows a C$1,755,316
deficit, compared to a C$1,145,834 deficit at December 26, 2003.


UNION BUILDING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Union Building LLC
        6230 Wilshire Boulevard #1781
        Los Angeles, California 90048

Bankruptcy Case No.: 04-32491

Type of Business: The Debtor operates an apartment.

Chapter 11 Petition Date: October 22, 2004

Court: Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Simon Aron, Esq.
                  Wolf, Rifkin & Shapiro LLP
                  11400 West Olympic Boulevard Ninth Floor
                  Los Angeles, CA 90064
                  Tel: 310-478-4100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor has no unsecured creditors who are not insiders.


US AIRWAYS: Wants to Enter into Section 1110 Agreements
-------------------------------------------------------
Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
relates that US Airways, Inc., and its debtor-affiliates are
parties to Aircraft Agreements subject to Section 1110 of the
Bankruptcy Code.  Section 1110(a)(1) provides that the Debtors
have 60 days from the Petition Date to decide the fate of relevant
Aircraft and Equipment under the automatic stay.  The Debtors have
until November 11, 2004, to make Section 1110 decisions.

Mr. Leitch reminds the Court that to preserve the automatic stay
for Section 1110 Aircraft and Equipment, it is required that:

   a) the Debtors perform all obligations under that particular
      Aircraft Agreement;

   b) before November 11, 2004, the Debtors cure defaults under
      the Aircraft Agreement; and

   c) for any default under an Aircraft Agreement after the
      Petition Date but before November 11, 2004, the Debtors must
      cure the default before November 11 or the 30th day after
      the default, whichever is later.

The Debtors plan to satisfy the "cure and agree" obligations for
Aircraft Agreements subject to a Section 1110 Agreement.

Mr. Leitch says that the Debtors have not concluded any consensual
agreements with Aircraft Creditors because they have been
preoccupied with other reorganization issues, including analyzing
fleet requirements and existing Aircraft Agreements.  Until this
full-scale analysis is completed, the Debtors will not know which
Aircraft Equipment to retain and which Aircraft Equipment is
covered by Section 1110.

In any event, Mr. Leitch assures Judge Mitchell that the Debtors
will make payments and take other actions as necessary, before
November 11, 2004, to cure prepetition defaults under any Aircraft
Agreement.

The Debtors seek the Court's authority to:

   1) sign Section 1110 Agreements to perform obligations under
      Aircraft Agreements in the form of leases and secured
      financings relating to Aircraft and Equipment subject to
      Section 1110;

   2) make payments and take other actions to cure defaults and
      retain protection of the automatic stay for the Aircraft
      and Equipment; and

   3) enter into Section 1110 Stipulations with Aircraft Creditors
      extending the time to perform obligations.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in 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. 69; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: 3rd Circuit Sends Asbestos Matters to Dist. Judge Conti
-----------------------------------------------------------------
In his capacity as Chief Judge of the United States Court of
Appeals for the Third Circuit, Anthony J. Scirica designates and
assigns Judge Joy Flowers Conti of the United States District
Court for the Western District of Pennsylvania to sit on the
United States District Court for the District of Delaware in the
matter of In Re: USG Corporation, Dist. of Del. Bankruptcy No. 01-
02094.  Judge Conti will handle those duties formerly assigned to
Judge Wolin "for such time as may be required to complete the
business" of USG's cases.

As previously reported, the Third Circuit directed the Honorable
Alfred M. Wolin to recuse himself from all further proceedings in
the chapter 11 cases involving Owens Corning, W.R. Grace & Co.,
and USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts. (USG
Bankruptcy News, Issue No. 74; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VENTAS INC: Funds from 3rd Qtr. Operations Up 24% to $39.8 Mil.
---------------------------------------------------------------
Ventas, Inc. (NYSE: VTR) reported that third quarter 2004
normalized Funds from Operations -- FFO -- rose 24 percent to
$39.8 million, compared with $32.2 million in the third quarter
2003.  Normalized FFO per diluted share in the third quarter 2004
increased 18 percent to $0.47 from $0.40 per diluted share for the
comparable 2003 period.  In the third quarter ended September 30,
2004, the Company had 84.9 million weighted average diluted shares
outstanding, compared to 80.3 million weighted average diluted
shares outstanding a year earlier.

Normalized FFO for the nine months ended September 30, 2004 was
$111.6 million, or $1.33 per diluted share, a 22 percent increase
from $91.3 million, or $1.14 per diluted share, for the comparable
2003 period.

Normalized FFO for all periods excludes the benefit of a
$20.2 million reversal of a previously recorded contingent
liability, which increased operating income in the first quarter
of 2003, an $8.1 million and a $9.0 million gain on sales of
common stock of the Company's primary tenant, Kindred Healthcare,
Inc. (NYSE: KND), which the Company realized during the three and
nine months ended September 30, 2003, respectively, and a
$1.4 million loss on extinguishment of debt recognized during the
third quarter of 2004 due to the Company's refinancing of its
credit facility.

The third quarter and first nine months of 2004 benefited from the
Company's recent acquisition activity and increased rent from its
master lease agreements with Kindred.

"Our shareholders will benefit from another quarter of excellent
growth.  Normalized FFO rose 18 percent per share and we improved
our future earnings power by completing two important capital
markets transactions," Chairman, President and CEO Debra A. Cafaro
said.  "With our new bank facility and senior note offering
completed on attractive terms, Ventas has a strong platform to
support its further investment in healthcare and senior housing
assets and enhance its ability to create long-term value for
shareholders."

                        GAAP Net Income

Ventas reported third quarter 2004 net income of $25.3 million, or
$0.30 per diluted share.  In the third quarter of 2003, Ventas
reported net income of $32.2 million, or $0.40 per diluted share,
after discontinued operations of $1.8 million, or $0.02 per
diluted share, related to the sale of 27 facilities.

Net income for the nine months ended September 30, 2004 was
$74.2 million, or $0.88 per diluted share, compared with net
income for the nine months ended September 30, 2003 of
$85.6 million, or $1.07 per diluted share, after discontinued
operations of $4.2 million, or $0.05 per diluted share.

Third Quarter Highlights and Other Recent Developments:

   -- Two of Ventas's wholly owned subsidiaries issued
      $125 million of 6-5/8 percent unsecured senior notes,
      maturing on October 15, 2014, locking in the Company's long-
      term debt costs and giving it greater capacity to continue
      its growth and diversification plan.  Proceeds were used to
      pay down borrowings under the Company's revolving credit
      facility.

   -- Ventas closed its new $300 million secured revolving credit
      facility initially priced at 125 basis points over LIBOR,
      significantly better than its previous revolving credit
      facility, which was initially priced at 275 basis points
      over LIBOR.  The improvement reflects upgrades in the
      Company's credit ratings, the success of its diversification
      program, increased cash flows and profits, and lower
      leverage.  Ventas currently has $36.0 million drawn under
      this facility.

   -- Ventas entered into a sale/leaseback transaction with
      Summerville Senior Living, Inc. on two assisted living
      facilities located in Ohio and Connecticut containing 166
      units.  The purchase price was $26.8 million, and cash rent
      on these investments approximates 9.15 percent, increasing
      annually by approximately 2.5 percent over the term of the
      lease.

   -- Ventas also invested $15.7 million in the acquisition of
      five medical office buildings -- MOBs, one in Texas and four
      in Florida.  The MOBs are projected to produce a yield in
      excess of 9 percent.  One of these assets was acquired on
      October 7, 2004.

   -- With the completed acquisitions, annualized expected rent
      from Kindred represents approximately 79 percent of the
      Company's annualized expected revenue, assuming a full
      quarter effect of all acquisitions.  Annualized rent from
      market rate, non-government reimbursed assets in the
      Company's portfolio represents 14 percent of the Company's
      annualized expected revenue, on the same basis.  These
      assets include independent living facilities, assisted
      living facilities and medical/office buildings.

   -- In addition, assets leased to Kindred now represent 68
      percent of the Company's total assets, measured on a gross
      book value basis.

   -- Ventas said its acquisition pipeline remains active, with
      approximately $100 million of additional senior housing and
      healthcare assets under contract and nonbinding letters of
      intent.  The anticipated yield on these investments is at
      least 9 percent.   While the Company expects these
      acquisitions to close, there can be no assurances that these
      transactions will be completed, or if they are completed,
      when they might occur.

   -- The Company maintained a strong balance sheet at
      September 30, 2004, with a third quarter pro forma
      annualized net debt-to-EBITDA ratio of 3.7 times.

   -- Ventas appointed Christopher T. Hannon, Senior Vice
      President and Chief Financial Officer of Province Healthcare
      Company (NYSE: PRV), to its Board of Directors, where he
      will serve on the Company's Audit and Compliance Committee.  
      Hannon's election underscores Ventas's ongoing commitment to
      an independent, experienced Board of Directors and best
      practices in corporate governance.

   -- The 227 skilled nursing facilities and hospitals leased by
      the Company to its primary tenant, Kindred, produced EBITDAR
      to rent coverage of 1.7 times (after management fees) for
      the trailing twelve month period ended June 30, 2004 (the
      latest date available).  

   -- Ventas obtained a disbursement of $750,000 from its joint
      tax escrow with Kindred, which contains proceeds of various
      refunds for the pre-1999 tax periods.

                   Third Quarter 2004 Results

Rental revenue for the quarter ended September 30, 2004 was
$60.7 million, of which $49.0 million (or 80.7 percent) resulted
from leases with Kindred.  Third quarter expenses totaled
$36.3 million, and included $13.3 million of depreciation expense
and $16.9 million of interest expense.  General and administrative
and professional expenses for the 2004 third quarter totaled
$4.0 million. Property level operating expenses for the period
were $0.4 million.

                    Nine Month 2004 Results

Rental revenue for the nine months ended September 30, 2004 was
$172.6 million, of which $144.8 million (or 83.9 percent) resulted
from leases with Kindred.  Expenses for the nine months ended
September 30, 2004 totaled $101.4 million and included
$36.2 million of depreciation expense, $49.3 million of interest
expense and $12.8 million of general and administrative and
professional expenses.  Property level operating expenses for the
period were $0.9 million.

          Ventas Updates 2004 Normalized FFO Guidance
                    And Issues 2005 Guidance

Ventas also stated that it expects 2004 normalized FFO to be
between $1.78 and $1.80 per diluted share, updated from the
previous guidance of $1.75 to $1.79 per diluted share.

The Company also said it expects to achieve 2005 normalized FFO of
between $1.89 and $1.93 per diluted share.

The Company's normalized FFO guidance assumes that all of the
Company's tenants and borrowers continue to meet all of their
obligations to the Company and that the Company closes all
acquisitions currently subject to contract and/or non-binding
letters of intent by March 31, 2005.  There can be no assurance
that these transactions will occur or when they will occur. Any
failure or delay in completing these transactions could reduce the
amount of 2004 and 2005 FFO that Ventas actually achieves.

In addition to the previously stated assumptions, the Company's
normalized FFO guidance (and related GAAP earnings projections)
for all periods exclude gains and losses on the sales of assets,
and the impact of additional, unannounced future acquisitions,
divestitures and capital transactions.  Its guidance also excludes
the future impact of:

   (a) any expense the Company records for non-cash "swap
       ineffectiveness," and

   (b) any expenses related to asset impairment, the write-off of
       unamortized deferred financing fees or additional costs,
       expenses or premiums incurred as a result of early debt
       retirement.

The Company's normalized FFO guidance is based on a number of
other assumptions, which are subject to change and many of which
are outside the control of the Company.  If actual results vary
from these assumptions, the Company's expectations may change.
There can be no assurance that the Company will achieve these
results.  Reconciliation of the Company's normalized FFO guidance
to the Company's projected GAAP earnings is provided on a schedule
attached to this Press Release.  The Company may from time to time
update its publicly announced normalized FFO guidance, but it is
not obligated to do so.

Ventas, Inc. is a leading healthcare real estate investment trust
that owns healthcare and senior housing assets in 39 states.  Its
properties include 42 hospitals, 201 skilled nursing facilities,
29 assisted and independent living facilities, 8 medical/office
buildings and 8 other healthcare assets.  More information about
Ventas can be found on its website at http://www.ventasreit.com

                         *     *     *

As reported in the Troubled Company Reporter on June 30, 2004,  
Standard & Poor's Ratings Services raised its corporate credit  
ratings on Ventas Inc., its operating partnership Ventas Realty  
L.P., and Ventas Capital Corp. to 'BB' from 'BB-'. In addition,  
ratings are raised on the company's senior unsecured debt, which  
totals $366 million. Concurrently, the outlook is revised to  
stable from positive.  

"The upgrades acknowledge the company's steady improvement in both  
its business and financial profiles," said Standard & Poor's  
credit analyst George Skoufis. "Recent acquisitions have targeted  
improving Ventas' diversification, foremost its concentration with  
its primary tenant Kindred Healthcare Inc. Growing cash flow and  
profits, and lower leverage have contributed to stronger debt  
protection measures. Credit weaknesses remain, however, including  
Ventas' continued reliance on un-rated Kindred, the risk of future  
changes to government reimbursement, and constrained, but  
improved, financial flexibility."


V.I.P. OFFSET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: V.I.P. Offset & Graphic Arts Supplies & Equipment, Inc.
        aka VIP Offset Supplies Inc.
        aka V.I.P Offset & Graphic Arts Supplies & Equipment, Inc.
        aka V.I.P Offset Graphic Arts Supplies Arts
        Equipment, Inc.
        150 Bay Street
        Jersey City, New Jersey 07302

Bankruptcy Case No.: 04-16920

Type of Business:  The Company sells printing and electronic
                   prepress supplies and equipment to printers
                   and printing related companies throughout
                   New York, New Jersey, Pennsylvania and
                   Connecticut, and is one of the few remaining
                   dealers selling specifically to small and
                   medium sized (midmarket) printing-related
                   companies.

Chapter 11 Petition Date: October 27, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsels: Timothy W. Walsh, Esq.
                   Piper Rudnick, LLP
                   1251 Avenue of the Americas
                   New York, New York 10020-1104
                   Tel: (212) 835-6216
                   Fax: (212) 835-6001

Financial Condition as of August 31, 2004

      Total Assets: $3,741,565

      Total Debts:  $4,689,335

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Kodak Poklychrome             Trade Debt              $1,081,046
1790 Solutions Center
Chicago, Illinois 60677
Attn: Pam Barati

American Express              Trade Debt                $199,616
PO Box 1270
Jersey City, New Jersey 07302

Mitsubishi Imaging            Trade Debt                 $76,801
555 Theodore Fremd Avenue
Rye, New York 10580

Jet Plate Systems             Trade Debt                 $59,081

Xitron                        Trade Debt                 $53,761

Presstek, Inc.                Trade Debt                 $49,436

Konica Minolta                Trade Debt                 $43,508

I.B.F. Corporation            Trade Debt                 $41,499

Robert Jones                  Alleged Personal Loan      $41,000

Tekgraf                       Trade Debt                 $39,269

Lastra America                Trade Debt                 $37,989

Graph Line                    Trade Debt                 $30,351

Vanson Holland                Trade Debt                 $29,091

Pisces, Inc.                  Trade Debt                 $29,009

Metzger, H.A.                 Trade Debt                 $26,892

Cartolith Group               Trade Debt                 $24,484

Creo Americas, Inc.           Trade Debt                 $21,329

Macdermid Graphic             Trade Debt                 $21,272

Chase Manhattan Bank          Trade Debt                 $21,148
Credit Card

Magnet Litho                  Trade Debt                 $20,631


WEST POINT FOUNDRY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: West Point Foundry & Machine Company
        P.O. Box 589
        301 West 10th Street
        West Point, Georgia 31833

Bankruptcy Case No.: 04-13471

Type of Business: The Debtor engineers and manufactures textile
                  machinery products and operates a foundry
                  business that is engaged in the manufacture,
                  milling and fabrication of metal parts and
                  components.  See http://www.westpoint.com/

Chapter 11 Petition Date: October 25, 2004

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: Stephen G. Gunby, Esq.
                  Grogan, Rumer & Gunby
                  P.O. Box 1846
                  Columbus, GA 31902
                  Tel: 706-323-1846

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Process Mechanical Piping                  $161,911

Siemens Energy & Automation Inc.           $135,490

Recore Electrical Contractors, Inc.         $43,060

Chatham Steel Corp.                         $38,167

Motion Industries                           $37,517

Power Systems, Inc.                         $35,264

T & W Machinery, Inc.                       $32,546

Alexander International                     $32,169

Rockwell Automation                         $29,571

McCoy Ellison Inc.                          $29,000

React Machinery Company                     $25,796

Valley Machinery Company                    $25,796

Primetrade Inc.                             $24,469

Teague Inc.                                 $20,904

Georgia Automation, Inc.                    $20,544

Macsteel Service Steel                      $20,368

Industrial Drive & Belting Company          $20,349

Sims Machinery Co. Inc.                     $20,323

American Express                            $20,145

Fisher & Phillips, LLP                      $18,012


WORLDCOM INC: Asks Court to Disallow 38 Missouri Tax Claims
-----------------------------------------------------------
Mark G. Ledwin, Esq., at Wilson, Elser, Moskowitz, Edelman &
Dicker, LLP, in White Plains, New York, relates that the cities
and municipalities of the State of Missouri imposed a license tax
on four of the Debtors allegedly based on a percentage of the
Debtors' gross receipts from the sale of telephone services.
Each municipality alleged that the authority for the taxes is
statutory.  Some Missouri Cities also assert use tax is due from
the Debtors.

The Missouri Cities filed 38 Tax Claims:

    City               Claim No.    Debtor
    ----               ---------    ------
    Blue Springs         31580      WorldCom Wireless, Inc.
    Blue Springs         31581      MCI WorldCom Communications
    Bonne Terre          15378      MCI WorldCom Communications
    Chesterfield         12147      WorldCom Wireless, Inc.
    Chesterfield         12148      MCI WorldCom Communications
    Farmington           15379      MCI WorldCom Communications
    Ferguson             12591      WorldCom Wireless, Inc.
    Ferguson             12590      MCI WorldCom Communications
    Florissant           12588      WorldCom Wireless, Inc.
    Florissant           12589      MCI WorldCom Communications
    Glendale             29944      MCI WorldCom Communications
    Gladstone            15986      WorldCom Wireless, Inc.
    Grandview            21305      WorldCom Wireless, Inc.
    Grandview            21306      MCI WorldCom Communications
    Jennings             16758      WorldCom Wireless, Inc.
    Jennings             16759      MCI WorldCom Communications
    Kirkwood             12587      WorldCom Wireless, Inc.
    Kirkwood             12586      MCI WorldCom Communications
    Manchester           12157      WorldCom Wireless, Inc.
    Manchester           12158      MCI WorldCom Communications
    Maplewood            12342      WorldCom Wireless, Inc.
    Maplewood            12343      MCI WorldCom Communications
    O'Fallon             12341      WorldCom Wireless, Inc.
    O'Fallon             12340      MCI WorldCom Communications
    Springfield          23216      WorldCom Wireless, Inc.
    Springfield          23217      WorldCom, Inc.
    Springfield          23218      MCI WorldCom Communications
    Springfield          23215      MCImetro Access Transmissions
    Springfield          23220      MCI WorldCom Network Services
    Springfield          23221      MCI WorldCom Network Services
    Springfield          23219      Brooks Fiber Communications
    Springfield          23222      Brooks Fiber Communications
    St. Joseph           18238      MCI WorldCom Communications
    University City      12338      WorldCom Wireless, Inc.
    University City      12339      MCI WorldCom Communications
    Vinita Park          18983      MCI WorldCom Communications
    Wellston             12337      WorldCom Wireless, Inc.
    Wellston             12336      MCI WorldCom Communications

The Debtors ask the Court to disallow and expunge the 38 Missouri
Tax Claims.

Mr. Ledwin argues that:

    (a) WorldCom Wireless is not and was not engaged in the
        business of providing "telephone service" within the
        meaning of the various Missouri municipal and city
        ordinances;

    (b) MCI WorldCom Communications paid the taxes it was required
        to pay to the Missouri Cities or alternatively, it did not
        have customers within the applicable geographical limits
        prior to its reporting of utility taxes, and had no
        outstanding liability; and

    (c) the Missouri Cities provided insufficient documentation to
        support their claims.

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


* BOOK REVIEW: Rupert Murdoch: Creator of a Worldwide Media Empire
------------------------------------------------------------------
Author:     Jerome Tuccille
Publisher:  Beard Books
Paperback:  324 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982242/internetbankrupt

Rupert Murdoch is compared to the movie character Citizen Kane,
who was modeled on the press baron William Randolph Hearst.  But
Murdoch surpasses even this legendary figure in the breadth and
value of the media empire he has created.  In 1989, Murdoch's
empire, comprising not only newspapers in the U. S., England, and
Australia, but also book publishers, magazines, and network and
cable TV stations, was valued at about $12 billion.  In this same
year, Hearst's holdings adjusted for inflation would have been
valued at $660 million, a fraction of Murdoch's.  An airline,
hotel reservation service, and a sheep farm in his native
Australia are also a part of the Murdoch empire.  Yet for all of
Murdoch's outsized success, influence, and path-breaking ventures,
he has not attained the legendary mystique of Hearst.  Whereas
Hearst was active in the relatively simple America of the late
19th and early twentieth centuries where his larger-than-life
personality stood out in the media field, Murdoch is active in a
global marketplace where many powerful and newsworthy individuals
are covered daily in diverse media outlets.  Murdoch has achieved
more power in the media field than his predecessors Hearst or
Pulitzer, but does not stand out as much as they did because his
empire, with its reach more extensive and possessions more
diverse, is more diffuse.  Besides, as Murdoch notes, Hearst was
"a spoiled boy, self-indulgent.  I'm more Presbyterian,
Calvinistic, more Scottish."

Murdoch is a fascinating character in his own right: a native of
Australia who worked his way to become the most powerful
individual in a media that plays a central role in all of modern
society.  In recent years he has taken on the powerful Senator Ted
Kennedy for his sponsorship of legislation that would limit
Murdoch's, and others', media holdings in certain major markets.
And Murdoch's career can be profitably studied for lessons on
business vision and strategy, corporate decision-making, effective
entry into new national markets, and interconnected operations in
the global economy.  As the author Tuccille recognizes, Murdoch's
interests and activities reflect important changes in the media
field in the last decades of the 1900s, when the media came to
dominate all areas of American life and play a highly-visible role
in international politics, events, economics, and finance.  "The
story of Rupert Murdoch is more than the saga of a single
individual.  He stands at the center of a communications
revolution that is reshaping the way we receive our information."

Tuccille divides Murdoch's unique story, which also mirrors the
growth of the modern media, into three main parts: Press Baron,
Star Wars, and Media Lord.  The part "Star Wars" covers the period
from the watershed year of 1983 marking the "end of Murdoch as
mere newspaper magnate in the Hearst...tradition" to the year
1987, when he had "established himself as the single most powerful
media lord on earth."  Murdoch gained this position in the short
span of four years by investing heavily in the electronic
revolution and various businesses that were a part of it or which
could be modified to become a part of it.  It was during these
years that Murdoch purchased the Chicago Sun-Times, Warner
Communications, the New York Post, and the London Sun, among other
newspapers, as well as satellite TV stations.  By competing
fiercely to acquire long-standing, wide-recognized, and
influential newspapers in major urban markets outside of his
native Australia, Murdoch was revealing his extraordinary
ambitions and his vision in the fast-evolving field of modern
media.  But to reach this pinnacle, he had put his News
Corporation Ltd. deeply in debt - over $4 billion.  The story of
how Murdoch overcame this considerable handicap is a part of
Tuccille's last section, "Media Lord."

A popular biography about a colorful visionary businessman who has
undoubtedly left his mark on the media field and the phenomenon of
globalization, Tuccille's "Rupert Murdoch" is also a picture of
the growth of this field over the past few decades.

Jerome Tuccille is vice president of T. Rowe Price Investment
Services who as an author, has published biographies, novels, and
financial books.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

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

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

                            *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

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

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

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



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