TCR_Public/041101.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, November 1, 2004, Vol. 8, No. 238

                          Headlines

AIRTRAN HOLDINGS: S&P Revises Outlook on B- Rating to Negative
ALLIANCE ATLANTIS: S&P Places BB Rating on Planned C$700M Facility
ALPINE ADIRONDACK: Case Summary & 20 Largest Unsecured Creditors
AMOROSO CONST.: Hires John H. MacConaghy as Bankruptcy Counsel
APPLIED EXTRUSION: Expects Prepack Plan Voting to Begin in Nov.

ARIS INDUSTRIES: 3 Affiliates' Case Summaries & Largest Creditors
ASTRIS ENERGI: Board Responds to Shareholder Concerns
ATA AIRLINES: Gets Court Nod to Use Cash Management System
AURORA MULTIFAMILY: Moody's Pares Revenue Bonds' Ratings to Low-B
BERKELEY STREET: Moody's Confirms Class B & C's Low-B Ratings

BLACKROCK SENIOR: Moody's Puts Low-B Ratings on Classes D-1 & D-2
CANWEST MEDIA: Amends Exchange Offer for Hollinger Trust Notes
CATHOLIC CHURCH: Meeting of Tucson's Creditors Slated For Nov. 9
CHOCTAW RESORT: Moody's Assigns B1 Rating to $150M Senior Notes
CITICORP MORTGAGE: Fitch Puts Low-B Ratings on Classes B-4 & B-5

CNA HOLDINGS: Acetex Acquisition Cues Moody's to Hold Ba1 Rating
COMMITTEE BAY: Closes $3,150,000 Financing via Private Placement
COVANTA ENERGY: Warren Balks at PCFA's Bid to Lift Stay for Remand
CPKELCO APS: Moody's Withdraws Ratings After Huber Acquisition
CRITICAL PATH: Sept. 30 Balance Sheet Upside-Down by $100.6 Mil.

CWMBS INC: Fitch Assigns Low-B Ratings to Classes B-3 & B-4 Certs.
D & P HOLDINGS LLC: Voluntary Chapter 11 Case Summary
DANHILL PROPERTIES: Voluntary Chapter 11 Case Summary
DAVIS SQUARE: Moody's Rates $9.5M Class D Floating Rate Notes Ba1
DENNY'S CORP: Reports $246.2M Stockholders' Deficit at Sept. 30

DETIENNE ASSOCIATES: List of 14 Largest Unsecured Creditors
DII INDUSTRIES: Wants to Pay Silica Trustee's Fees & Expenses
DLJ MORTGAGE: Moody's Ups Rating on Class B-4 Certificates to B3
DOBSON COMMS: Prices New $825 Million Senior Secured Note Issues
DYER FABRICS: U.S. Trustee is Unable to Form a Creditors Committee

FAO, INC.: Liquidating Chapter 11 Plan is Confirmed
FIRST INTERNATIONAL: Moody's Reviewing Ratings & May Downgrade
FRESH CHOICE: Wants Plan-Filing Period Stretched to Feb. 9
G-I HOLDINGS: 3rd Cir. Reaffirms Standard for a Chapter 11 Trustee
GENERAL FIRE: Fitch Assigns BB+ Insurer Financial Strength Rating

GENERAL GROWTH: Moody's Rates Planned $6.15B Sr. Secured Debt Ba2
GRAFTECH INTL: Sept. 30 Stockholders' Deficit Narrows to $75 Mil.
GREAT PLAINS: Names Shahid Malik Strategic Energy's Pres. & CEO
HALLIBURTON: Public Pension Funds Want to Nominate Directors
HOLLINGER INC: Amends Indentures & Gets Commitments for More Notes

HOLLINGER INC: Ravelston Corp. Proposes Share Consolidation
INTEGRATED ELECTRICAL: Filing Annual Report with SEC by Dec. 14
INTEGRATED HEALTH: R. Elkins Wants to Block Trust Distribution
INTERFACE INC: S&P Revises Outlook on B- Rating to Stable
INTERNATIONAL SHIPHOLDING: 3rd Qtr. Net Income Narrows to $220K

IRON MOUNTAIN: S&P Assigns BB- Rating to New $150 Mil. Term Loan
KAISER ALUMINUM: Asks Court to Okay Intercompany Settlement Pact
KITCHEN ETC: Hires IP Recovery as I.P. Disposition Agent
KMART CORP: Mr. & Mrs. Anders Wants to Pursue Personal Injury Suit
LSI LOGIC: S&P Changes Outlook on BB- Rating to Negative

LYNX THERAPEUTICS: Inks OEM Development Pact with Solexa
MATSUSHITA ELECTRIC: Closing MT Picture Subsidiary in New York
NATIONAL ENERGY: Emerges From Chapter 11 Bankruptcy Protection
NETEXIT INC: Proofs of Claim are Due Today, November 1
NICHOLAS-APPLEGATE: Moody's Reviewing Ratings & May Downgrade

NORTEL NETWORKS: Expects to Issue Limited Prelim Report This Month
NORTEL NETWORKS: Declares Preferred Stock Dividends
OMEGA HEALTHCARE: Moody's Changes Outlook on B1 Rating to Positive
RCN CORPORATION: Liquidity Profile is "Good", Moody's Says
RIVER WALK AT DESERT HARBOR: Voluntary Chapter 11 Case Summary

SALOMON BROTHERS: Moody's Lifts Class G's Rating to Baa3 from Ba1
SBA COMMS: Reports $27.5 Mil. Stockholders' Deficit at Sept. 30
SEQUOIA MORTGAGE: Fitch Places Low-B Ratings on Classes B-4 & B-5
STERLING RUBBER: Spencer's $250,000 Late-Filed Claim is Disallowed
SUPRA TELECOM: Endeavor & HIG Capital Buy Assets for $27 Million

TENNECO AUTOMOTIVE: Reducing 250 Salaried Positions to Cut Costs
TRITON PCS: Reports $401.6 Mil. Stockholders' Deficit at Sept. 30
TRUMP HOTELS: Names Scott Butera Pres. & Chief Operating Officer
TRW AUTOMOTIVE: Fitch Places BB+ Rating on Planned $300M Term Loan
UPC DISTRIBUTION: S&P Assigns B Rating to E400M Sr. Secured Loan

VERESTAR INC: Administrative Claims Must be Filed by Nov. 15
VIVENDI UNIVERSAL: Sells European Operations for EUR270 Million
VOEGELE MECHANICAL: Committee Hires Blank Rome as Counsel
WINN-DIXIE: S&P Slices Corporate Credit Rating to B- from B
WORLDCOM INC: Asks Court to Disallow Moorish Affairs Dept. Claims

YODERS INC: Case Summary & 21 Largest Unsecured Creditors
ZIFF DAVIS: Sept. 30 Stockholders' Deficit Widens to $930.7 Mil.

* BOND PRICING: For the week of November 1 - November 5, 2004

                          *********

AIRTRAN HOLDINGS: S&P Revises Outlook on B- Rating to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on AirTran
Holdings Inc. and subsidiary AirTran Airways Inc. to negative from
positive.  At the same time, the 'B-' corporate credit rating is
affirmed.

"The outlook revision is based on concerns regarding the current
difficult airline industry environment and the company's recently
announced agreement to assume ATA Airlines Inc.'s Chicago Midway
Airport gate leases and to acquire ATA's takeoff and landing slots
at Washington Reagan Airport and New York LaGuardia Airport for
approximately $87.5 million," said Standard & Poor's credit
analyst Betsy Snyder.  The transaction is subject to approval of
the U.S. Bankruptcy Court and a majority of ATA's creditors, as
well as the Chicago Department of Aviation, which regulates
Midway's gates.

AirTran's unrestricted cash position of $339 million at
September 30, 2004, is fairly healthy for an airline of its size,
and should allow for a manageable schedule of payments to be made,
based upon both the granting of approvals as well as other
conditions being met, as it transitions its operations at Midway
over the next several months.  However, the company's strategy of
building a new hub operation at Midway entails risks.  The company
will try to quickly build up its operations at Midway, in the
process competing there against the strongest U.S. airline,
Southwest Airline Co., which also operates a hub at Midway.  In
addition, AirTran will be competing indirectly against United Air
Lines Inc. and American Airlines Inc., both of which operate large
hubs at nearby O'Hare Airport.

The ratings on AirTran Holdings Inc. reflect the company's modest
competitive position within the U.S. airline industry, and a
relatively weak, although somewhat improved  financial profile
over the past two years.  Its major operating subsidiary is
AirTran Airways Inc., which operates primarily at its hub at
Atlanta.  However, Atlanta is also Delta Air Lines Inc.'s major
hub and Delta has competed aggressively against AirTran there.
Since 1999, AirTran has been upgrading its fleet, adding new
Boeing 717 aircraft, which has aided its operating costs and
reduced the average age of its fleet to around three years from
25.  In June 2004, the company began to take delivery of Boeing
737-700's, which has allowed it to fly more long-haul routes, and
further aid its already relatively low unit operating costs in the
mid-8-cents range.

If AirTran is successful in acquiring ATA's facilities, it has
indicated it expects to break even at its new Midway hub in 2005
and to become profitable thereafter.  If the company is not able
to execute its strategy there effectively, which could negatively
affect its liquidity, ratings could be lowered.


ALLIANCE ATLANTIS: S&P Places BB Rating on Planned C$700M Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Alliance Atlantis Communications Inc. to 'BB'
from 'BB-'.  Standard & Poor's also assigned its 'BB' rating to
the company's proposed C$700 million senior secured bank facility.
A recovery rating of '3' was assigned to the loan, indicating
expectations of a meaningful recovery of principal (50%-80%) in
the event of default.  The bank loan rating is based on
preliminary terms and conditions and is subject to review once
final documentation is received.  Borrowings under the proposed
bank facility are being used to refinance the existing senior
subordinated debt and revolving credit facility.  Standard &
Poor's will withdraw the 'B' rating on the company's subordinated
debt, effective October 28, 2004.  The outlook is stable.

Toronto, Ontario-based Alliance Atlantis had total debt
outstanding of about C$450 million at June 30, 2004.  The effect
of the transaction is to lower the company's interest expense and
extend maturities.

"The ratings upgrade reflects the improvement in Alliance
Atlantis' operating results stemming from a more focused business
profile, improving cash flows, and management's commitment to
maintain credit protection measures in line with the revised
rating," said Standard & Poor's credit analyst Lori Harris.

The ratings on Alliance Atlantis reflect its heavy reliance on the
Crime Scene Investigation franchise, which is expected to be a key
revenue growth driver in the next five years, and highly
competitive operating environment.  These factors are partially
offset by the favorable industry and regulatory environment for
the Canadian specialty broadcast sector, improving operating
dynamics, and the ongoing success of CSI.

Alliance Atlantis is an operator of specialty television networks
through its Broadcast Group (which represented 52% of revenues for
the six months ended June 30) and a producer and distributor of
television programming, predominantly the hit television franchise
CSI, through its Entertainment Group (48%).  The company's
Broadcast Group includes a number of specialty analog channels,
such as Showcase Television and History Television, and developing
digital networks, such as Showcase Action and the National
Geographic Channel.  Advertising growth for the Broadcast Group
was 33% for the quarter ended June 30, 2004, compared with the
same period a year ago, reflecting the good ratings and positive
industry dynamics for specialty channels.

The company holds a 51% limited partnership interest in Motion
Picture Distribution LP (the partnership), which operates in
Canada, the U.K., and Spain.  Alliance Atlantis completed an IPO
and monetized 49% of this asset in October 2003 through the Movie
Distribution Income Fund for gross proceeds of about
C$254 million.  The partnership distributes all of its available
cash to unitholders through monthly distributions.

The stable outlook reflects the expectation that Alliance Atlantis
will continue to improve its business profile through management's
focus on broadcast assets and CSI.  In addition, the company is
expected to generate positive free cash flow and maintain credit
ratios in line with the ratings category in the medium term.


ALPINE ADIRONDACK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Alpine Adirondack Associates, LLC
        dba Saranac Village at Will Rogers
        78 Will Rogers Drive
        Saranac Lake, New York 12983

Bankruptcy Case No.: 04-16924

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

Chapter 11 Petition Date: October 27, 2004

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsels: Camille Wolnik Hill, Esq.
                   Hancock & Estabrook, LLP
                   1500 MONY Tower I
                   PO Box 4976
                   Syracuse, New York 13221-4976
                   Tel: (315) 471-3151
                   Fax: (315) 471-3167

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
    ------                    ---------------       ------------
Cananwill, Inc.               Insurance                   $5,019
PO Box 19639
Newark, New Jersey 07195

U.S. Foodservice, Inc.        Trade Debt                  $4,969
PO Box 642554
Pittsburgh, Pennsylvania 15264

Excellus Blue Cross/Blue      Health Insurance            $3,819
Shield
PO Box 4750
Syracuse, New York

Niagara Mohawk Power          Utility services            $3,442
Corporation
300 Erie Boulevard West
Syracuse, New York 13252

Quandt's Foodservice          Trade Debt                  $1,941
Distributors, Inc.

Sir Speedy Printing           Trade Debt                    $658

Verizon                       Telephone Services            $629

Lake Placid Disposal          Trade Debt                    $574

GMAC Payment Processing       Outstanding car lease         $434
                              Payment

GMAC Payment Processing       Outstanding car lease         $434
                              Payment

Saranac Lake Adult Center     Trade Debt                    $267

McFadden Furniture            Trade Debt                    $240

Adelphia Cable                Trade Debt                    $223

Martin Leasing Corporation    Trade Debt                    $197

FEDEX                         Trade Debt                    $179

W.E. Aubuchon Company, Inc.   Trade Debt                    $179

RICOH Business Systems        Outstanding lease             $178
                              Payment for copier

RTB Enterprises               Trade Debt                    $150

Canon Financial Services      Trade Debt                    $139

S & H Uniform Corporation     Trade Debt                    $114


AMOROSO CONST.: Hires John H. MacConaghy as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Dennis J. Amoroso Construction Co., Inc., permission to
employ the Law Offices of John H. MacConaghy as its bankruptcy
counsel.

John H. MacConaghy will:

    a) advise the Debtor regarding matters of bankruptcy law;

    b) represent the Debtor in proceedings or hearings in the
      Bankruptcy Court;

    c) assist the Debtor in the preparation and litigation of
       appropriate applications, motions, adversary proceedings,
       answers, orders, report and other legal papers;

    d) advise the Debtor concerning the requirements of the
       Bankruptcy Code and Rules relating to the administration of
       its bankruptcy case and the operation of its business;

    e) assist the Debtor in the negotiation, preparation,
       confirmation, and implementation of a plan of
       reorganization; and

    f) perform all other legal services for the Debtor as may be
       necessary and required.

Two lawyers will take the lead in Amoroso's restructuring, and
their hourly billing rates are:

         Attorney                       Hourly Rate
         --------                       -----------
         John H. MacConaghy, Esq.          $325
         Jean Barnier, Esq.                $190

Mr. MacConaghy discloses that his Firm received a $30,000
retainer.

The Law Offices of John H. MacConaghy does not represent any
interest adverse to the Debtor or its estate.

Headquartered in Novanto, California, Dennis J. Amoroso
Construction Co., Inc., is a general contractor.  The Company
filed for protection on September 21, 2004 (Bankr. N.D. Calif.
Case No. 04-12244).  John H. MacConaghy, Esq., at Law Offices of
John H. MacConaghy represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated more than &10 million in asserts and debts.


APPLIED EXTRUSION: Expects Prepack Plan Voting to Begin in Nov.
---------------------------------------------------------------
Applied Extrusion Technologies, Inc., Barclays Bank PLC;
DDJ Capital Management, LLC; Post Advisory Group, LLC; Pequot
Capital Management, Inc.; TCW Shared Opportunity Fund III, L.P.;
TCW Shared Opportunity Fund IV, L.P.; TCW Shared Opportunity Fund
IVB, L.P.; TCW/PCG Special Situation Partners, LLC; and Xerion
Partners I LLC executed a Fourth Amendment to the Restructuring
Agreement dated August 24, 2004, extending the date on which the
company will begin soliciting acceptance of its prepackaged
chapter 11 plan to November 1, 2004.  The Company expects that it
will commence a solicitation of votes for its prepackaged chapter
11 plan of reorganization in order to recapitalize the Company's
10-3/4% Series B Senior Notes due 2011 in November.

On October 20, 2004, Applied Extrusion executed a commitment
letter with GE Commercial Finance for a $125,000,000 Debtor In
Possession Credit Facility and a $125,000,000 Plan of
Reorganization Credit Facility.  Each of those facilities provide
the company with access to a $55,000,000 Senior Secured Revolving
Credit Facility, a $50,000,000 Senior Secured Term Loan and a
$20,000,000 Last Out Term Loan.  Applied Extrusion's current
lending consortium is comprised of  GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent and Lender, BLACK DIAMOND INTERNATIONAL
FUNDING, LTD., TRS 1, LLC, and MERRILL LYNCH CAPITAL, a division
of Merrill Lynch Business Financial Services Inc.

The prepackaged chapter 11 plan of reorganization's cornerstones
were previously described in the Troubled Company Reporter on Aug.
26, 2004.  In short, the plan proposes to wipe out existing
equity, deliver 100% of the new equity to the 10-3/4% Bondholders,
and leave trade creditors unimpaired.  Amin J. Khoury, the
Company's Chairman and CEO will leave when the plan is
consummated.  David N. Terhune has already been named as Mr.
Khoury's successor.

Standard & Poor's Ratings Services assigned its 'D' rating to the
$275 million 10.75% senior notes due 2011 when Applied Extrusion
failed to make the $14.8 million interest payment due July 1,
2004.

Applied Extrusion Technologies, Inc. is a North American developer
and manufacturer of specialized oriented polypropylene films used
primarily in consumer products labeling and flexible packaging
application.   Applied Extrusion is based in New Castle, Delaware.


ARIS INDUSTRIES: 3 Affiliates' Case Summaries & Largest Creditors
-----------------------------------------------------------------
Three affiliates of Aris Industries, Inc., filed for chapter 11
protection following their parent's tumble into chapter 11 on
October 15, 2004 (Bankr. C.D. Calif. Case No. 04-32026).  Aris
licenses rights to manufacture and distribute brand name clothing
and owns and licenses, among others, the "XOXO" and "Members Only"
trademarks.

The three affiliated cases are:

      Debtor Entity                    Case No.
      ------                           --------
      Europe Craft Imports             04-32722
      Nomis Inc.                       04-32723
      Sheila Clothing Company Inc.     04-32724

Chapter 11 Petition Date: October 26, 2004

Court: Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtors' Counsel: David B. Golubchik, Esq.
                  Levene Neale Bender & Rankin LLP
                  1801 Avenue Of The Stars #1120
                  Los Angeles, CA 90067
                  Tel: 310-229-1234

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Europe Craft Imports           $10 M to $50 M     $1 M to $10 M
Nomis Inc.                      $1 M to $10 M     $1 M to $10 M
Sheila Clothing Company Inc.   $10 M to $50 M     $1 M to $10 M

A. Europe Craft Imports' 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Nth Degree                                  $17,335

Blue Fly.com                                 $5,218

Gokaldas Images Inc.                         $4,403

Amway Corporation                            $3,656

Michbo Corp.                                 $2,330

International Recycling                      $1,925

Meridian Trading Pvt. Ltd.                   $1,764

Folio Los Angeles                            $1,408

LPGA Tournament Sponsors                     $1,300

Yang 1 Umbrella Co. Ltd.                     $1,190

Merchandise Testing Lab                      $1,030

Margit Publications                            $530

Mitchell Haber                                 $325

Golf Clearing House                            $275

Shah Knitwear Ind. Pvt. Ltd.                   $245

Daube & Co.                                    $212

Assotex S.P.A.                                 $193

Lauren Pines                                   $175

Lanificio Stilmoda SPA                         $138

Wallen McAdams                                 $100

B. Nomis Inc.'s 7 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Phat Fashions LLC                          $874,919
512 7th Ave.
New York, NY 10018

Texollini                                   $99,339

Wulin America, Inc.                         $44,438

Telas Parras, S.A. DE C.V.                  $25,125

LMJ & Associates                               $555

Newtown Fashion                                 $62

Now Transportation 2                            $48

C. Sheila Clothing Company Inc.'s 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
JP Metal Products, Inc.                    $219,571

Matrix Funding                             $105,000

Seventeen Magazine                          $70,000

The May Department Stores Co.               $60,528

Matrix International                        $55,044

Telas Parra, S.a. DE C.V.                   $52,005

Peyk International, Inc.                    $34,304

Emap USA, Inc.                              $30,000

LMJ & Associates                            $24,458

Shason Inc.                                 $15,525

ANH Kiet Ho                                 $13,464

Prominent USA                                $9,625

Exigent Printing Company                     $9,468

First Bankcard Center                        $7,519

Jan Alpert Model Management                  $7,065

UFN Textile Group, Inc.                      $6,891

Marilyn, Inc.                                $5,000

Fashion Industries, Guild                    $5,000

Texollini                                    $4,032

Look                                         $3,352


ASTRIS ENERGI: Board Responds to Shareholder Concerns
-----------------------------------------------------
The Board of Directors of Astris Energi Inc. (OTCBB:ASRNF), the
world's leading alkaline fuel cell technology company, responded
to shareholder concerns arising from motions passed at Astris'
recent Annual and Special Meeting of Shareholders.  Though all
motions were passed, in the interest of clarification, the Board
provided the following commentary:

   -- Schedule B: Number of Directors.

      Some investors perceived this motion as limiting the number
      of directors to five in perpetuity. In fact the motion fixed
      the current number of directors elected at the Meeting to
      five, but empowers the Board of Directors to change the
      number of directors on the Board and the number to be
      elected at future annual meetings of shareholders. Under the
      terms of Astris' By-Laws, the total number of directors may
      not exceed ten. It is Astris' expectation that at some point
      in the future, new board members may be added who have
      particular areas of expertise applicable to Astris' needs,
      or who represent significant, new investors.

   -- Schedule C: Amendment to Stock Option Plan.

      A question was asked at the annual meeting as to whether the
      number of stock options allowed was still limited by
      regulatory bodies. The answer to this question is, "Yes".
      Astris Energi is governed by the rules and regulations of
      the Alberta Securities Commission and NASDAQ. The amendment
      passed at the Meeting was well within the limitations set
      down by these regulatory bodies. As its shareholders are
      aware, Astris Energi runs an extremely lean operation with
      very little capital and its industry-leading, technical
      accomplishments have been made in an extremely cost
      effective manner. The Board of Astris feels that, in lieu of
      cash, stock options are an essential tool with which to
      compensate employees, officers, directors, and key
      consultants for their contributions to the Company. Options
      will have a term of up to five years and be exercisable at a
      price not less that the closing price of the common shares
      on the day the option is granted.

   -- Schedule D: Special Resolution Increasing Authorized
      Capital.

      This resolution seemed to cause the most concern with
      shareholders, especially those in the U.S. In Canada, it is
      quite common for companies to have authorized capital with
      an unlimited number of common shares. (Authorized capital is
      the amount and number of shares which a company may issue,
      but is under no obligation to issue.) Astris Energi, in the
      interests of expedience, simply followed common Canadian
      securities practice. Unfortunately, this has been
      misunderstood by some American investors. Astris intends to
      only issue shares in a judicious and careful fashion, as
      required under the normal course of activities pursuant to
      executing its business plan. Given the dynamic, fast-paced
      nature of the industry in which it is involved, this
      resolution gives Astris the flexibility it needs to pursue
      future equity subscriptions, acquisitions, and/or other
      business opportunities quickly and efficiently.

   -- Schedule G: Purchase of Astris s.r.o.

      The motion passed at the Meeting approved a binding
      Memorandum of Understanding, dated September 16, 2004,
      between Astris Energi Inc. and Macnor Corporation for the
      acquisition of Macnor's 70% share of Astris s.r.o. The two
      parties are currently working with legal counsel to draft a
      sales agreement. Due to Astris year-end accounting logistics
      and tax-planning issues with both parties, it is expected
      that the transaction will close in January 2005.

For the full text of the resolutions passed at the Meeting,
shareholders are directed to Astris' complete securities filings
at http://www.sedar.com/(Management Information Circular, filed
September 28, 2004) or http://www.sec.gov/edgar.shtml/(6K, filed
October 20, 2004).

                        About the Company

Astris is a late-stage development company committed to becoming
the leading provider of affordable fuel cells and fuel cell
generators internationally.  Over the past 21 years, more than $17
million has been spent to develop Astris' alkaline fuel cell for
commercial applications.  Astris is commencing pilot production of
its POWERSTACK(TM) MC250 technology in 2004. Astris is the only
publicly traded company in North America focused exclusively on
the alkaline fuel cell.  Additional information is also available
at the company's website at http://www.astris.ca/

At June 30 ,2004, Astris Energi Inc.'s shareholders' deficit
narrowed to C$11,743, compared to a $135,975 deficit at
December 31, 2003.


ATA AIRLINES: Gets Court Nod to Use Cash Management System
----------------------------------------------------------
In the ordinary course of businesses, the ATA Airlines and its
debtor-affiliates maintain an intricate and efficient centralized
cash management system, which:

     * facilitates cash forecasting and reporting;

     * monitors the collection and disbursement of funds; and

     * administers the various bank accounts required to effect
       the collection, disbursement and movement of cash.

The Cash Management System is managed primarily by the Debtors'
financial personnel at their corporate headquarters in
Indianapolis, Indiana.  The Cash Management System consists of
several bank accounts at multiple banking institutions.

James M. Carr, Esq., at Baker & Daniels in Indianapolis, Indiana,
outlines the movement of funds through the Debtors' Cash
Management System:

   (a) Cash Collection and Concentration

       The Debtors maintain multiple Bank Accounts dedicated to
       cash collection and concentration.  The majority of the
       Collection and Concentration Accounts are maintained in
       the name of ATA Airlines, Inc.

   (b) The Disbursement Accounts

       Money is swept from the Collection and Concentration
       Accounts into the Debtors' primary cash collection and
       disbursement account.  The Wire Disbursement Account is
       maintained in the name of ATA with National City Bank.
       Money is wired from the Wire Disbursement Account to
       various payable accounts, like local disbursement
       accounts, passenger refund accounts, field refund
       accounts, and a specific account jointly held with ADP for
       payroll and to satisfy other cash needs.  In addition,
       money is wired to ATA's "Check Disbursement Account " as
       needed for daily check runs.  The Check Disbursement
       Account is maintained in the name of ATA Holdings with
       National City.

   (c) Station Accounts

       Because the Debtors' operations are nationwide, several of
       the Collection and Concentration Accounts are local
       "station accounts" maintained at local banks as local
       depositories.

   (d) Captain's Drafts

       The Debtors occasionally need to make immediate cash
       payments to customers or vendors to maintain smooth
       operations.  Certain employees are authorized to sign a
       "Captain's Draft."  The Captain's Draft is a negotiable
       instrument and allows those authorized to sign the
       Captain's Draft the ability to immediately address
       customer issues, like ticket refunds or compensation for
       customers denied boarding or to purchase necessary items
       or services, like taxicab services, or emergency fuel
       needs.  The Debtors keep an accurate log of the date and
       amount, along with the specific information regarding the
       payment to a customer or for services for each Captain's
       Draft issued.  The Captain's Checks are honored from a
       National City account maintained in the name of ATA.

   (e) Petty Cash Accounts

       The Debtors also maintain several "petty cash" accounts,
       which are used to fund de minimis cash needs and to cover
       the occasional need to issue a check locally or on an
       expedited basis.  The "petty cash" accounts are funded by
       checks issued from the Controlled Disbursement Accounts
       from which the Debtors issue their accounts payable
       checks.

   (f) Chicago Express and Ambassadair Accounts

       Debtor Chicago Express maintains its own disbursement
       account, collection account, and investment account.
       Money is transferred from the Wire Disbursement Account to
       the Chicago Express Disbursement Account to pay payroll to
       Chicago Express employees and other business expenses.

       Ambassadair Travel Club, Inc., Amber Travel, Inc. and
       American Trans Air Execujet, Inc. also maintain bank
       accounts.  Like the Chicago Express Disbursement Account,
       money is transferred from the Wire Disbursement Account to
       these accounts.

   (g) Escrow Accounts

       ATA maintains three accounts with First Indiana Bank to
       hold in escrow:

       (1) excise taxes on the amount paid for domestic air
           transportation, on each domestic segment,
           international departure, and international arrival,
           and on the sale of frequent flyer miles and property
           transported by air;

       (2) charged fees by various governmental agencies; and

       (3) fees on passenger tickets charged by airports for
           general passenger facilities at the airports.

       The funds in the Escrow Accounts are held in trust for the
       benefit of the taxing authorities, and therefore are not
       property of the Debtors' estates.

   (h) Investment Accounts

       Cash in excess of immediate operating needs from the Wire
       Disbursement Account is swept daily into five "Investment
       Accounts."  The Investment Accounts are short-term
       investment accounts designed to maximize returns while
       maintaining liquidity.  When internal funds are
       insufficient to meet near term cash requirements, ATA will
       transfer cash generated from investments from the
       Investment Accounts to the Disbursement Accounts.  The
       Investment Accounts include:

       (1) The Union Planters' Account:  The Union Planters
           Account is a money market deposit account.

       (2) The Morgan Stanley Account:  The Morgan Stanley
           Account is an account for investing in commercial
           paper instruments.

       (3) The National City Account:  The National City Account
           is an investment account where money is invested in
           money markets via AIM and Dreyfus.

       (4) The U.S. Bank and National City Collateral Accounts:
           The U.S. Bank and National City Collateral Accounts
           are holding accounts for money set aside to
           collateralize ATA's letters of credit.

Mr. Carr relates that the Debtors have an immediate need to
continue using their existing Cash Management System without
interruption.  Because the Debtors operate several facilities
that collect cash and checks, it would be extremely difficult and
expensive to establish and maintain a different cash management
system.

By this motion, the Debtors ask the Court for authority to
continue using their Cash Management System.

                    Intercompany Transactions

The Debtors engage in intercompany financial transfers in the
ordinary course of business and pursuant to the interrelated
operations and services among the Debtors.  The Wire Disbursement
Account transfers funds to ATA's subsidiaries.  In turn, as ATA's
subsidiaries generate revenue, money may be deposited into a
specific account for the subsidiary or may be placed directly
into one of the Cash and Concentration Accounts.

The Debtors believe that the continuation of those services and
transfers is in the best interests of their estates, creditors
and other parties-in-interest and, as a result, should be
permitted to continue uninterrupted in the Chapter 11 Cases.

To ensure that each individual Debtor will not, at the expense of
its creditors, fund the operations of another entity, the Debtors
also ask the Court to grant, pursuant to Section 364(c)(1) of the
Bankruptcy Code, superpriority status to all intercompany claims
arising after the Petition Date, with priority over any and all
administrative expenses specified in Sections 503(b) and 507(b),
subject and subordinate only to the priorities, liens, claims and
security interests that may be granted under Section 364.

"If postpetition intercompany claims among the Debtors are
accorded superpriority status, the Debtors will continue to bear
the ultimate repayment responsibility, thereby maximizing the
cash management system to each Debtors' creditors," Mr. Carr
explains.

                          *     *     *

On an interim basis, Judge Lorch authorizes the Debtors to
continue using their Cash Management System

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.
(ATA Airlines Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AURORA MULTIFAMILY: Moody's Pares Revenue Bonds' Ratings to Low-B
-----------------------------------------------------------------
Moody's Investors Service downgraded these ratings on the Housing
Authority of the City of Aurora Multi-Family Housing Revenue Bonds
-- River Falls Project:

   * to Ba2 from Baa1 on $17.1 million Senior Series 1999 A;
   * to B1 from Baa3 on $2.045 million Subordinate Series 1999 C.

The outlook continues to be negative.

The bonds were placed on watch for possible downgrade on September
10, 2004 following Moody's review of unaudited twelve month
operating statement as of 6/30/04.  Subsequently, Moody's received
and reviewed audited financials as of 6/30/04 which demonstrated
that the property is performing below underwritten debt service
coverage levels.  Audited financials confirmed a decline in debt
service coverage on the bonds due to a decline in total revenue
and an increase in operating expenses when compared with 6/30/03
audited statements.  Audited financials for June 2004 show a debt
service coverage ratio of 1.12x for Senior bonds and .99x for the
subordinate bonds.  However, Moody's calculation reflect a lower
debt service coverage of 1.03x on the senior bonds and .91x on the
Subordinate bonds.  The decline in revenue is due to a reduction
in rents that took effect in August 2003 and is compounded by
concessions being offered.  The project rents are approximately
$125 less than August 2003 for one bedrooms and $100 less for two
bedrooms.  No immediate rent increases are anticipated.
Additionally, most new rentals include one month free on a twelve-
month lease.  While the occupancy level has shown some improvement
(91% as of end of August 2004), it has been below the underwritten
level. Lower rental revenues, operating costs higher than
anticipated, and increased vacancy levels have contributed to the
lower debt service coverage level.  Since the last debt service
payment date of July 1, 2004, payments made by the borrower under
the loan documents have funded the required amounts for Senior
bonds and only partial amounts for Subordinate bonds.  Depending
on payments to be made during November and December, 2004, there
is a possibility that the debt service reserve fund for
Subordinate bonds and perhaps the Senior bonds will be tapped for
January 1, 2005 bond payment.

The River Falls rental property is a 511-unit apartment complex,
which houses both low income and market rate tenants.  The
property was built during 1978/79 with funds from a conventional
financing and is composed of 32, two-story buildings.  The
property is located in Aurora, Colorado, 10 miles east of the
Denver Central Business District and 13 miles southwest of the
Denver International Airport -- DIA.

The bonds are secured by the revenue from the River Falls project.
The Series A bonds are superior and senior in right of payment as
to any and all collateral which secures the bonds.  Payment of
Senior bond principal and interest, as well as the replenishment
of the Senior debt service reserve fund is given priority in the
flow of funds and is Senior to the payment of the Series C bonds
and the replenishment of the Series C debt service reserve fund.
The unrated Series D bonds are Subordinate to the Series C bonds
and do not receive payment of bond principal and interest until
Series C Debt Service has been paid, as well as replenishment of
the Series C debt service reserve fund.  Any failure to pay
principal and interest on the Series C and Series D bonds will not
cause an event of default on the Series A bonds.  Additionally,
any failure to pay principal and interest on the unrated Series D
bonds will not constitute an event of default on the Series C
bonds.

The American Opportunity Foundation -- AOF -- is the current owner
and Simpson Property Group, LP (formerly Great West Management)
continues to act as manager of the River Falls property.  The
owner and property manager have experience in subsidized housing
ownership and management, with AOF owning a total of 26 properties
with 5,816 units and Simpson Property Group managing over
115 properties with 27,000 units.  Simpson Property Group has
marketed and managed the River Falls property since its completion
in 1979.
Outlook

The outlook for the bonds is negative.  The short term cashflows
and debt service coverage level are expected to be impacted by
vacancies, lower revenues and higher operating expenses.


BERKELEY STREET: Moody's Confirms Class B & C's Low-B Ratings
-------------------------------------------------------------
Moody's Investors Service confirmed the rating of four classes of
notes issued by Berkeley Street CDO (Cayman) Ltd.  Moody's noted
that this transaction closed in March of 2001.  According to
Moody's, this action reflects recent improvements in the condition
of the collateral pool, including improvements in
overcollateralization and weighted average rating factor.

Issuer: Berkeley Street CDO (Cayman) Ltd.

Rating Action: Rating Confirmation

Class Description: U.S. $192,500,000 Class A-1 Floating Rate
                   Senior Secured Notes due 2013
Prior              Rating:Aaa (under review for possible
                   downgrade)
Current Rating:    Aaa

Class Description: U.S. $34,800,000 Class A-2 Fixed Rate Senior
                   Secured Notes due 2013
Prior Rating:      A1 (under review for possible downgrade)
Current Rating:    A1

Class Description: U.S. $37,900,000 Class B Fixed Rate Senior
                   Secured Notes due 2013
Prior Rating:      Ba2 (under review for downgrade)
Current Rating:    Ba2

Class Description: U.S. $8,600,000 Class C Fixed Rate Senior
                   Secured Notes due 2013

Prior Rating:      B3 (under review for downgrade)
Current Rating:    B3


BLACKROCK SENIOR: Moody's Puts Low-B Ratings on Classes D-1 & D-2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to six classes of notes
issued by BlackRock Senior Income Series:

   (1) Aaa to the U.S. $300,000,000 Class A Senior Secured
       Floating Rate Notes Due 2016,

   (2) A2 to the U.S. $29,500,000 Class B-1 Second Priority
       Secured Floating Rate Deferrable Notes Due 2016,

   (3) A2 to the U.S. $4,500,000 Class B-2 Second Priority Secured
       Fixed Rate Deferrable Notes Due 2016,

   (4) Baa2 to the U.S.$18,000,000 Class C Third Priority Secured
       Floating Rate Deferrable Notes Due 2016,

   (5) Ba2 to the U.S.$6,000,000 Class D-1 Fourth Priority Secured
       Floating Rate Deferrable Notes Due 2016, and

   (6) Ba2 to the U.S.$6,000,000 Class D-2 Fourth Priority Secured
       Fixed Rate Deferrable Notes Due 2016.

Moody's has also assigned ratings to two classes of the Issuer's
composite securities:

   (1) Ba1 to the U.S. $6,000,000 Class 1 Composite Securities due
       2016, and

   (2) Baa3 to the U.S.$10,000,000 Class 2 Composite Securities
       due 2016.

The Issuer also issued $36,000,000 of Subordinated Notes, which
were not rated by Moody's.

The Moody's ratings assigned to the secured notes address the
ultimate cash receipt of all interest and principal payments
required by such notes' governing documents and are based on the
expected loss posed to the holders relative to the promise of
their receiving the present value of such payments.  The ratings
of the secured notes are also based upon the transaction's legal
structure and the characteristics of the collateral pool, which
will consist primarily of U.S. dollar-denominated senior secured
loans.

Moody's ratings on the composite securities only address the
ultimate cash receipt of the "rated balance" for each composite
security.  The rated balance consists of the initial outstanding
principal amount of the composite securities less all
distributions made to the holders of such securities, whether
characterized as principal, interest or otherwise.  The Moody's
ratings of the composite securities do not address any additional
amounts or payments that a holder of composite securities may
receive pursuant to the underlying documents beyond the receipt of
the rated balance.

The collateral pool consists primarily of senior secured loans and
will be managed by BlackRock Financial Management Inc.  This is
BlackRock's seventh CDO and its third such CDO backed primarily by
loans.

The transaction was structured by JPMorgan Securities, Inc.


CANWEST MEDIA: Amends Exchange Offer for Hollinger Trust Notes
--------------------------------------------------------------
CanWest Media Inc. disclosed amendments to certain terms of its
affiliate's pending exchange offer and consent solicitation in
respect of any and all outstanding 12-1/8% Senior Notes due 2010
issued by Hollinger Participation Trust.  CanWest also announced
that holders of substantially more than 66-2/3% in aggregate
principal amount of the Trust Notes have agreed in writing to
tender their Trust Notes in the exchange offer as amended.

Today's amendments to the exchange offer will increase the amount,
shorten the maturity and extend the first redemption date of the
8% Senior Subordinated Notes that are being offered in exchange
for the Trust Notes, and will extend the early tender payment
deadline for the exchange offer.

In the exchange offer as amended, holders of Trust Notes are being
offered US$1,240 principal amount of New Notes for each US$1,000
principal amount of Trust Notes validly tendered and accepted for
exchange.  US$30 principal amount of the New Notes offered for
each US$1,000 principal amount of Trust Notes exchanged
constitutes an early tender payment that will only be paid with
respect to Trust Notes validly tendered prior to the new early
tender payment deadline, which has been extended to 5:00 p.m., New
York City Time, on Nov. 5, 2004 (subject to extension).  No
additional payment will be made in respect of any accrued and
unpaid interest on the Trust Notes accepted for exchange.

The new maturity date for the New Notes will be Sept. 15, 2012 and
the optional redemption feature applicable to the New Notes will
be altered so that the New Notes will not be redeemable until
Sept. 15, 2011, at which time the redemption price will be equal
to the principal amount thereof plus accrued and unpaid interest
to the redemption date.

In addition to the changes described above, the exchange offer is
being amended to revise the asset sale covenant contained in the
New Notes, to provide for the grant by tendering Trust Note
holders of a power of attorney to implement the proposed
amendments and instructions they are consenting to in the exchange
offer and to add to those proposed amendments and instructions a
revision to the transfer restrictions applicable to the Trust
Notes.

All other terms of the exchange offer, including the interest rate
that the New Notes will bear, remain unchanged and are described
in the Offering Memorandum.  In particular, no change is being
made to the originally announced withdrawal deadline (5:00 p.m.,
New York City time, on Nov. 5, 2004) or expiration date (5:00
p.m., New York City time, on Nov. 15, 2004) for the exchange
offer.

The offering of the New Notes in the exchange offer is only made,
and copies of the exchange offer documents will only be made
available to, holders of Trust Notes that have certified certain
matters including their status as "qualified institutional buyers"
or non "U.S. persons", as such terms are defined in accordance
with Rule 144A and Regulation S under the U.S. Securities Act,
and, if resident in Canada, as to certain matters confirming their
eligibility to acquire New Notes in accordance with an exemption
from the registration and prospectus requirements of applicable
Canadian provincial or territorial securities laws.  Requests for
documentation, including the supplemental documentation relating
to the amendment described in this press release, should be
directed to Global Bondholder Services Corporation, at 866-470-
3900 or 212-430-3774.

The New Notes have not been, and will not be, registered under the
U.S. Securities Act or any state securities laws.  Therefore, the
New Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the U.S. Securities Act and any applicable state
securities laws.  The New Notes have not been and will not be
qualified for sale under the securities laws of any province or
territory of Canada.  Therefore, any transfer or resale of the New
Notes in Canada, or to, from or for the account of any person
resident in Canada, will be subject to restrictions under
applicable Canadian provincial or territorial securities laws.

This press release does not constitute an offer to purchase any
securities or a solicitation of an offer to sell any securities.
The exchange offer is being made only pursuant to an offering
memorandum and consent solicitation statement and a related letter
of transmittal and consent, and only to such persons and in such
jurisdictions as is permitted under applicable law.

                        About the Company

CanWest Media, Inc., a subsidiary of CanWest Global Communications
Corp. (NYSE: CWG; TSX: CGS.SV and CGS.NV), is a newspaper
publisher and a radio and TV broadcaster, with operations in
Canada, Australia, New Zealand, and the Republic of Ireland.
CanWest Media is based in Winnipeg, Manitoba, Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2004,
Moody's Investors Service placed all ratings of CanWest Media Inc.
under review, with uncertain direction.  This action is prompted
by an exchange offer made today by CanWest's parent, 3815668
Canada Inc., which will, in effect, merge CanWest's C$900 million
of junior subordinated debt with its C$600 million (equivalent) of
senior subordinated debt.  The rating direction is uncertain
because the proposed transaction will significantly alter the debt
balance of the company, with currently unclear rating implications
for each class of debt.

The review will consider CanWest's existing business prospects,
the financial impact of the proposed transaction, including a
reduction in interest expense, covenant implications and normal
notching considerations, including expectations for debt levels at
each rating class. Moody's will also monitor the offer for the
required 2/3rds approval by November 15th.

Ratings affected by this action:

   * Senior Implied rating Ba3

   * Senior Secured, rated Ba3:

      -- Revolving Credit Authorization, due November 2006
         C$413 million

      -- Tranche E, due August 2009 US$488 million

   * Senior Unsecured Notes, rated B1:

      -- 7.625%, due 2013 US$200 million

   * Issuer rating B1

   * Senior Subordinated Unsecured Notes, rated B2:

      -- 10.625% due 2011 US$425 million


CATHOLIC CHURCH: Meeting of Tucson's Creditors Slated For Nov. 9
----------------------------------------------------------------
The United States Trustee for Region 14 will convene a meeting of
the Roman Catholic Church of the Diocese of Tucson's creditors on
November 9, 2004, at 10:00 a.m., at the United States District
Court, Special Proceedings Courtroom, 2nd Floor, 405 W. Congress,
in Tucson, Arizona.  This is the first meeting of creditors
required under 11 U.S.C. Section 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Diocese under oath.

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)


CHOCTAW RESORT: Moody's Assigns B1 Rating to $150M Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Choctaw Resort
Development Enterprise's new $150 million senior notes due 2019.
Proceeds from the new notes along with Choctaw's new
$143.8 million Ba3 term loan will be used to tender for its
outstanding 9.25% senior notes due 2009 and refinance existing
bank debt.  The outlook is stable.

Choctaw's Ba3 senior implied rating considers its stable operating
results and lack of competition in its immediate market area.
Positive rating consideration is also given to Choctaw's
relatively low leverage.  Pro forma for the new senior note and
term loan, debt/EBITDA is about 2.5 times (x).  Key credit
concerns include Choctaw's dependence on a single market area,
slower than expected ramp-up at the Golden Moon, which opened in
August 2002, and Moody's expectation that Choctaw will continue to
distribute most of its operating cash flow to the Tribe.

The stable rating outlook considers that Choctaw has a strong hold
on the local market and any serious threat of direct competition
in that market will not happen in the foreseeable future.  The
stable rating outlook also acknowledges the expected benefits of
the refinancing which include lower overall interest costs and
extended scheduled debt maturities.  In terms of future capital
spending, there are currently no announced plans for additional
development capital expenditures.

This new rating was assigned:

   * $150 million senior note due 2019 -- B1.

The Mississippi Band of Choctaw Indians established the Choctaw
Resort Development Enterprise to operate the Silver Star Hotel and
Casino and to develop and operate the Golden Moon Hotel and Casino
along with other related resort amenities.  The Tribe is a
federally recognized, self-governing Indian Tribe with a
35 thousand acre reservation in east central Mississippi.  The
Choctaw Tribe is the only federally recognized tribe in
Mississippi and the only authorized Indian casino in the state.
The Tribe and the State of Mississippi entered into a compact in
1992 that fully authorizes Class III gaming activities.  The
compact is not subject to a specific term and will continue unless
mutually terminated.


CITICORP MORTGAGE: Fitch Puts Low-B Ratings on Classes B-4 & B-5
----------------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s REMIC pass-through
certificates, series 2004-8, are rated by Fitch Ratings as
follows:

   -- Class IA-1 through IA-8, IA-PO, IIA-1, IIA-2, IIA-PO, IIIA-1
      through IIIA-3, and IIIA-PO ($481.5 million) 'AAA';

   -- Class B-1 ($6.2 million) 'AA';

   -- Class B-2 ($2.5 million) 'A';

   -- Class B-3 ($1.2 million) 'BBB';

   -- Class B-4 ($987,000) 'BB';

   -- Class B-5 ($494,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.45%
subordination provided by the 1.25% class B-1, the 0.50% class B-
2, the 0.25% class B-3, the 0.20% privately offered class B-4, the
0.10% privately offered class B-5, and the 0.15% privately offered
class B-6. In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities (rated
'RPS1' by Fitch) as primary servicer.

The mortgage loans have been divided into three pools of mortgage
loans. Pool I, with an unpaid aggregate principal balance of
$335,095,817, consists of 663 recently originated, 25-30 year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (33.33%)
and New York (26.19%). The weighted average current loan to value
ratio (CLTV) of the mortgage loans is 67.61%. Condo properties
account for 6.4% of the total pool and co-ops account for 9.1%.
Cash-out refinance loans represent 10.2% of the pool and investor
properties represent 0.3% of the pool. The average balance of the
mortgage loans in the pool is approximately $505,424. The weighted
average coupon (WAC) of the loans is 6.132%, and the weighted
average remaining term (WAM) is 358 months.

Pool II, with an unpaid aggregate principal balance of
$77,943,341, consists of 154 recently originated, 12-15 year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (26.46%)
and New York (16.78%). The weighted average CLTV of the mortgage
loans is 57.56%. Condo properties account for 5.8% of the total
pool and co-ops account for 4.0%. Cash-out refinance loans
represent 15.8% of the pool, and there are no investor properties.
The average balance of the mortgage loans in the pool is
approximately $506,126. The WAC of the loans is 5.486%, and the
WAM is 177 months.

Pool III, with an unpaid aggregate principal balance of
$80,602,220, consists of 153 recently originated, 30-year fixed-
rate relocation mortgage loans secured by one- to four-family
residential properties located primarily in California (20.1%),
New Jersey (14.84%), and Illinois (10.31%). The weighted average
CLTV of the mortgage loans is 69.98%. Condo properties account for
2.4% of the total pool and co-ops account for 0.4%. The average
balance of the mortgage loans in the pool is approximately
$526,812. The WAC of the loans is 5.716%, and the WAM is 358
months.

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

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI. A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates. U.S.
Bank National Association will serve as trustee. For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


CNA HOLDINGS: Acetex Acquisition Cues Moody's to Hold Ba1 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of:

   * BCP Caylux Holdings Luxembourg S.C.A.,
   * CNA Holdings Inc., a subsidiary of Celanese AG, and
   * Crystal US Holdings 3 LLC's

following the announcement of the acquisition of Acetex
Corporation for roughly $525 million.

However, Moody's has changed the ratings outlook for these
companies to negative.  Moody's also affirmed the ratings of
Acetex Corporation's senior unsecured debt at B2, as well as its
stable outlook.  These actions reflect the assumptions that BCP
will increase the size of its securitized bank and term loan
facilities to finance this acquisition; and that Acetex's debt may
remain outstanding given the current price of the notes, even
though BCP will be required to conduct a "Change of Control"
tender.

Ratings affirmed, outlook changed to negative:

   -- Crystal US Holdings 3 LLC's / Crystal US Sub 3 Corp.

      * Senior discount notes, $513 million due 2014 ($500 million
        current value) - Caa2

      * Senior Implied - B1

      * Senior Unsecured Issuer Rating -- Caa2

   -- BCP Caylux Holdings Luxembourg S.C.A.

      * Guaranteed senior secured revolver, 313 million Euros
        ($380 million) due 2009 -- Ba3

      * Guaranteed senior secured credit-linked revolving
        facility, 187 million Euros ($228 million) due 2009 - Ba3

      * Guaranteed senior secured term loan B, 500 million Euros
        ($608 million) due 2011 - Ba3

      * Guaranteed senior secured term loan C, 350 million Euros
        ($424 million) due 2011 - B2

      * Guaranteed senior subordinated notes, 1,244 million Euros
        ($1,465 million) of US dollar and Euro denominated notes
        due 2014 - B3

   -- CNA Holdings Inc

      * Senior unsecured - B1

Ratings affirmed:

   -- Acetex Corporation

      * Guaranteed senior unsecured notes, $265 million due 2009
        - B2

      * Senior Implied+ -- B2

      * Senior Unsecured Issuer Rating+ -- B3

   + -- These ratings will be withdrawn upon the completion of the
        transaction.

The B1 senior implied rating of Crystal US Holdings reflects
elevated total debt to LTM EBITDA levels (6.2 times as of June 30,
2004 inclusive of the Acetex transaction versus just under 6.0
times prior to the acquisition), as well as the anticipation this
credit metric will meaningfully improve in 2005.  The anticipated
improvement in 2005 metrics is due to the combination of changes
to the general and administrative expenses at Celanese, the start
of a low cost methanol supply agreement in 2005, and the improving
supply/demand situation in its businesses, including acetyls and
key downstream markets:

      * VAM (vinyl acetate monomer), and
      * PVOH (polyvinyl alcohol).

The negative outlook reflects the substantial increase in debt at
the combined entities, roughly $1.3 billion, relative to initial
financing plan for BCP, as well as the ability to add additional
debt to support further transactions.  Furthermore, the absence of
a demonstrated improvement in both EBITDA and cash flow, prior to
pursuing additional transactions, raises Moody's perception of
credit risk.  The outlook also reflects the expectation that BCP's
debt will increase by year-end (relative to June 30, 2004 debt
levels) due to a $455 million pension contribution, and that
balance sheet cash will be largely used to buy-out minority
shareholders at Celanese AG.  The downgrade of BCP in late
June reflected Blackstone's willingness to add additional cash-pay
debt, as well as the anticipation that they might utilize the
latitude that exists in its bond indentures to add a significant
amount of additional debt.

The affirmation of the ratings of BCP and CNA Holdings Inc
reflects that even with the increase in debt related to the
acquisition pro forma debt to EBITDA on a proforma LTM basis is
6.2 times for the period ended June 30, 2004 (pro forma EBITDA of
$615 million: $50 million from Acetex and $565 million from
Celanese).  Third quarter numbers have not been released for
Celanese, but Acetex's LTM EBITDA for the period ending September
30, 2004 rose to $60 million.  The B1 senior implied rating
assumes that this ratio will decline to less than 5 times by the
end of 2005 and that free cash flow (cash from operations less
capital expenditures) will rise to $140-170 million.  The ratings
could be lowered if the company fails to achieve yearly free cash
flow of at least $100 million (excluding extraordinary items and
restructuring costs), or if financial performance is significantly
weaker than anticipated.  A quick completion of the conversion to
a US domiciled entity, a faster expansion of operating margins,
and increases in cost savings are potential upsides to the credit
and could result in a return to a stable rating outlook in 2005.

Acetex is a low-cost European producer of acetyls, and a North
American producer (via its AT Plastics subsidiary) of ethylene
vinyl acetate copolymers and LDPE homo-polymers, for industrial
and consumer applications, and films, for the agricultural and
construction markets.  Acetex's production facility in France
should improve Celanese's market position in Europe, as Celanese
shut down their German acetyls plant in 2000 and now imports
products from Singapore or the US.  However, Acetex's acetic acid
unit can not be expanded easily, thereby placing a limit on the
plant's future output.  In North America, Celanese's can supply
VAM to AT Plastic's plant in Edmonton, Alberta, Canada at a lower
cost than Acetex. These synergies plus improving margins in Europe
should boost 2005 EBITDA significantly above the LTM pro forma
level of $50 million.  While these trends should improve the
credit metrics at Acetex over the near-term, Moody's believes that
the benefits are outweighed by its position within a highly
leveraged structure at BCP and concern over the financial
structure at Acetex subsequent to the "Change of Control" tender.
The ratings on Acetex's notes could be raise if credit metrics at
BCP improve to the levels cited in the paragraph above, and the
company's credit profile is not impaired by its actions taken by
BCP subsequent to the "Change of Control" tender.

BCP Caylux Holdings Luxembourg S.C.A. is the majority owner of
Celanese AG and a subsidiary of Crystal US Holdings 3 LLC.
Crystal US Holdings 3 LLC is a subsidiary of Blackstone Crystal
Holdings Capital Partners (Cayman) IV Ltd., an affiliate of The
Blackstone Group.

Celanese AG, headquartered in Germany, is a leading global
producer of acetyls, emulsions (including vinyl acetate monomer),
acetate tow and engineered thermoplastics.  CNA Holdings Inc. is
the holding company that contains Celanese's North American
operating companies.  Celanese reported sales of E4.1 billion in
2003.


COMMITTEE BAY: Closes $3,150,000 Financing via Private Placement
----------------------------------------------------------------
Committee Bay Resources Ltd. (CBR:TSXV) has closed the
brokered private placement of an aggregate of 1,750,000 flow-
through common shares of CBR (FT Shares) at a price of $1.80 per
FT Share for gross proceeds of $3,150,000.  The FT Shares were
sold to purchasers resident in Alberta, British Columbia and
Ontario in reliance upon exemptions from the prospectus
requirements of applicable securities legislation.

A syndicate led by Canaccord Capital Corp. and including Dundee
Securities Corp acted as agents in the sale of the FT Shares and
received a cash commission of $189,000 (representing 6% of the
proceeds from the sale of the FT Shares) and agent's warrants to
acquire an aggregate of 140,000 common shares of CBR (representing
8% of the FT Shares sold) at a price of $1.80 per Common Share
within one year of the closing of the Offering.

The FT Shares, agent's warrants and Common Shares issuable upon
exercise of the agent's warrants are subject to a restricted
period which expires on March 1, 2005.

The proceeds from the sale of the FT Shares will be used by CBR to
fund continued exploration within the Committee Bay Greenstone
Belt and other project areas within the eastern Arctic.

CBR holds greater than 2.9 million acres of prospective ground in
the eastern artic including the 1.6 million acre Committee Bay
Joint Venture region, which represents over 86% of the known
greenstone belt at Committee Bay.  The Committee Bay Greenstone
Belt is 300 kilometres long, five to 50 kilometres wide and
geologically comparable to some of the great Canadian gold-
producing greenstone belts such as Red Lake, Timmins and Kirkland
Lake.  The belt is being jointly explored by CBR and Goldfields
through the Committee Bay Joint Venture.  CBR has a 45% working
interest in the joint venture and is the project manager.

Committee Bay Resources Ltd maintains an extensive quality control
program in the preparation, shipping and checking of all samples
from the property.  The program is supervised by Dean McDonald,
P.Geo. Ph.D., Vice President of the company, who is the Qualified
Person as defined by NI 43-101.

Committee Bay Resources holds greater than 2.8 million acres of
prospective ground in the eastern arctic.  In addition to the
C$7.1 million to be spent with joint venture partner Gold Fields
Limited on the Committee Bay project another $C2.0 million will be
spent on diamond and gold exploration this year.  Gold Fields
Limited, through a subsidiary, is funding all gold exploration on
the Committee Bay Project as part of its option to earn a 55 %
interest in the property by spending US$5.0 million over the next
four years. Committee Bay Resources Ltd. is the operator.

As of March 31, 2004, Committee Bay posts a stockholders' deficit
of C$1,118,554 compared to a deficit of C$797,092 at December 31,
2003.


COVANTA ENERGY: Warren Balks at PCFA's Bid to Lift Stay for Remand
------------------------------------------------------------------
The Pollution Control Financing Authority is a public entity
created by Warren County for the purpose of constructing,
financing, owning and operating pollution control facilities in
Warren County, New Jersey.  In the 1980s, Warren County and the
PCFA initiated construction of a resource recovery facility in
Oxford Township and a landfill in White Township.  The PCFA issued
$111 million in bonds to finance the construction of the Facility
and the Landfill.

In the mid-1980s, PCFA entered into a series of agreements with
Warren Energy Resource Company to design, construct and operate
the Facility.  WERC operates the Facility pursuant to the terms
of a June 15, 1985 Service Agreement as supplemented and amended
thereafter.  WERC became the owner and operator of the Facility
upon completion of its construction.  WERC has owned and operated
the Facility since 1988.

In order to cover costs and debt service, PCFA generates revenues
by charging tipping fees for each ton of waste delivered to the
Facility and Landfill.  In addition, WERC sells electricity
produced from the processing of waste at the Facility.

The Facility is designed to process approximately 440 tons of
waste per day.  Warren County alone does not generate sufficient
waste to permit efficient operation of the Facility.
Consequently, PCFA contracted with Somerset County and Hunterdon
County to arrange for the delivery of additional waste to the
Facility.  An Interdistrict Agreement with Hunterdon County was
entered into in 1986 and with Somerset County in 1990.

Under the Interdistrict Agreements:

    -- Hunterdon County agreed to deliver 577 tons of acceptable
       waste to the Facility per week through 2001; and

    -- Somerset County agreed to deliver 1,400 tons of acceptable
       waste to the Facility per week through 2001.  Somerset
       County's obligations increased to 1,977 tons of acceptable
       waste per week from 2002 until 2008.

Somerset County breached its obligations under the Interdistrict
Agreement.  In June 1996, both PCFA and WERC filed a Verified
Complaint against Somerset County and Bridgewater Resources,
Inc., the entity that transferred Somerset County's wastes to the
Facility.  These litigations were filed in the Warren County
Chancery Division of the Superior Court of New Jersey and were
consolidated by the Trial Court.

In November 1996, the Trial Court entered partial Summary
Judgment in favor of WERC and PCFA, holding Defendants liable for
past due amounts on waste delivered to the Facility.  The parties
ultimately settled the issues with regard to retroactive claims.
With regard to prospective obligations, Somerset County moved for
Summary Judgment arguing that the Interdistrict Agreement was
null and void in light of a 1997 Federal Court Decision which
held New Jersey's waste flow regulations unconstitutional.  In
April 1998, the Trial Court granted Somerset's Motion for Summary
Judgment.

WERC and PCFA appealed the Trial Court's grant of Summary
Judgment.  In August 1999, the Appellate Division issued an
Opinion affirming Summary Judgment in favor of Somerset, but
remanding the matter to the Trial Court for the purpose of
fashioning a remedy which would accomplish an equitable
allocation of the financial burden caused by the Federal Court's
injunction.

In November 1999, Somerset County petitioned the New Jersey
Supreme Court to certify for review the Appellate Division's
Opinion.  WERC and PCFA cross-petitioned.  While these petitions
were pending for a period of two years, the parties proceeded
with the remand proceeding.  During this period, substantial fact
discovery was completed.

On December 20, 2001, the Supreme Court granted Somerset's
Petition for Certification but denied WERC's and PCFA's cross-
petitions.  The Supreme Court then stayed the remand proceedings.

In February 2002, WERC and PCFA filed a joint motion seeking a
stay of the proceedings before the New Jersey Supreme Court until
January 1, 2003.  Recently enacted legislation designed to
refinance stranded solid waste facility debt presented an
opportunity for PCFA to obtain financing through the New Jersey
Economic Development Authority to cover a substantial portion of
the stranded debt on the Warren County Facility and Landfill.  In
March 2002, the Supreme Court denied WERC and PCFA's request.

In July 2002, WERC asked the Bankruptcy Court for a temporary
restraining order and a preliminary injunction seeking to enjoin
Somerset County from proceeding with the appeal before the New
Jersey Supreme Court.  On August 26, 2002, the Bankruptcy Court
issued a temporary restraining order and adjourned the
preliminary injunction hearing until December 18, 2003.  On
January 22, 2003, the parties reached an agreement.  The
Bankruptcy Court entered a Consent Order modifying the automatic
stay to allow the New Jersey Supreme Court appeal to proceed
without prejudice to the parties' positions concerning whether
the automatic stay would apply in the event of a remand to the
Trial Court.

Due to economic concerns, the State of New Jersey did not proceed
with any refinancing of stranded solid waste facility debt, and
the Legislation terminated under its own sunset provision on
December 31, 2002.

In April 2003, the New Jersey Supreme Court issued an Order
declaring that it had improvidently granted Somerset's
Certification and the matter was referred back to the Trial
Court for further proceedings.

In August 2003, Somerset County asked the Trial Court for a stay
of the remand proceedings.  On September 12, 2003, the Trial
Court granted a stay of the remand proceedings pending resolution
of the Bankruptcy proceeding or until the Bankruptcy Court
modifies the automatic stay to allow WERC to participate in the
remand proceedings.

After the Trial Court issued the stay, John Carlton, Executive
Director of the PCFA of Warren County since August 1997, had
discussions with WERC representatives regarding the possible
consent of WERC to modify the automatic stay to allow the remand
proceedings to continue.  WERC's representatives advised that
they would consider the request once the Debtors had emerged from
bankruptcy.

Upon the emergence of Covanta and many of its subsidiaries from
Bankruptcy in March 2004, WERC representatives advised PCFA that
WERC will not consent to the stay modification, at that juncture.

Glenn A. Clouser, Esq., at Florio & Perrucci, LLC, in
Phillipsburg, New Jersey, explains that a modification of the
automatic stay will allow PCFA and WERC to proceed in their
efforts before the Trial Court.  This enables PCFA and WERC to
address the stranded debt issue through an equitable allocation,
which will involve contributions from other parties, which have
benefited from the Facility and Landfill, including Somerset and
Hunterdon Counties.

For several years while the State has advanced subsidy payments
to PCFA to cover portions of the stranded debt, there is no
guarantee that future subsidy payments will be advanced by the
State.  Mr. Clouser argues that if the subsidy payments are
discontinued, it is likely the PCFA will default on the bonds and
the bond insurer, MBIA, may proceed to foreclose on the Facility.
If this were to occur, it is likely that WERC would lose its
ownership interest in the Facility and any value from its
business of operating the Facility.  Thus, it is beneficial and
important for both PCFA and WERC for the remand proceeding to
continue so that the Trial Court can determine an equitable
allocation of the stranded debt.

Mr. Clouser informs the Court that there is $24,300,000 in bond
debt remaining on the Facility and $8,545,000 in bond debt
remaining on the Landfill.

                      Covanta Warren Objects

Contrary to the PCFA'S assertions, Vincent E. Lazar, Esq., at
Jenner & Block, LLP, in Chicago, Illinois, argues that modifying
the automatic stay would not benefit Covanta Warren Energy
Resources Co., L.P., formerly known as Warren Energy Resource
Company.  Rather, it would cost Covanta Warren hundreds of
thousands of dollars to participate in the state court
litigation, and would result in no meaningful benefit to Covanta
Warren in as much as under the restructuring presently
contemplated by Covanta Warren to be implemented pursuant to a
reorganization plan, Covanta Warren would have no liability for
the stranded debt obligations that are the subject of the state
court proceedings.

In previously enjoining the New Jersey Supreme Court appeal, Mr.
Lazar says, the Bankruptcy Court already determined that the
automatic stay applies to the state court proceedings, and the
"law of the case" doctrine should preclude re-litigation of the
issue.  It is also impractical to separate the claims, and it is
not in the best interests of Covanta Warren or its creditors to
attempt to lift the stay as to claims that affirmatively may be
asserted against the defendants.  Mr. Lazar emphasizes that PCFA
has wholly failed to establish "cause" to modify the automatic
stay.  Therefore, Covanta Warren contends, PCFA's request should
be denied.

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)


CPKELCO APS: Moody's Withdraws Ratings After Huber Acquisition
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for CPKelco
Aps.  On September 30, 2004 J.M. Huber announced the acquisition
of CPKelco Aps.  Almost all of the rated debt has been retired.
Moody's has no relationship with J.M. Huber, which is a private
company, and Huber has indicated to Moody's that they have no
current interest in pursuing a relationship with Moody's.

Ratings withdrawn are:

   * B3 senior secured bank credit facilities
   * Ca for the million senior subordinated notes due 2010
   * B3 for the company's senior implied rating, and
   * Caa1 for the senior unsecured issuer rating.

CP Kelco Aps, is headquartered in Chicago, Illinois, and is a
global producer of hydrocolloid products (xanthan gum, pectin, and
carrageenan) that are used as thickeners and stabilizers in foods
and personal care products, industrial, and oil and gas
applications.


CRITICAL PATH: Sept. 30 Balance Sheet Upside-Down by $100.6 Mil.
----------------------------------------------------------------
Critical Path, Inc. (Nasdaq:CPTH), a global provider of digital
communications software and services, reported financial results
for the third quarter ended Sept. 30, 2004.

Revenues for the third quarter of 2004 were $17.5 million,
compared to $17.0 million in the second quarter of 2004 and
$16.2 million in the third quarter of 2003.

                          GAAP Results

Net loss attributable to common shareholders, based on United
States generally accepted accounting principles (GAAP), for the
third quarter of 2004 was $29.0 million, compared to a net loss of
$12.4 million, in the second quarter of 2004 and a net loss of
$18.6 million, in the third quarter of 2003.  Total cost of net
revenues and operating expenses, based on GAAP, were $27.7 million
in the third quarter of 2004, compared to $30.3 million in the
second quarter of 2004 and $26.7 million in the third quarter of
2003.

                    Adjusted EBITDA Results

Earnings before interest, taxes, depreciation and amortization,
adjusted to exclude other items such as restructuring expenses,
stock-based compensation expenses, other income (expense), loss on
extinguishment of debt, non-cash severance, gain on investments
and accretion on mandatorily redeemable preferred stock, or
adjusted EBITDA (a non-GAAP measure), for the third quarter was a
loss of $4.9 million, compared to a loss of $7.9 million in the
second quarter of 2004 and a loss of $5.6 million, in the third
quarter of 2003.  Total cost of net revenues and operating
expenses on an adjusted EBITDA basis were $22.4 million in the
third quarter of 2004, compared to $24.9 million in the second
quarter of 2004 and $21.8 million in the third quarter of 2003.

"We are pleased that revenues as well as our operating expenses on
an adjusted EBITDA basis improved in the third quarter, in line
with guidance," said Mark Ferrer, chief executive officer of
Critical Path.  "We are focused and executing on our strategy to
provide messaging solutions to the fixed-line, broadband and
mobile markets."

As of September 30, 2004, the Company's cash and cash equivalents
totaled $20.2 million, compared to its June 30, 2004 balance of
$23.6 million and its September 30, 2003 balance of $18.2 million.

                           Guidance

The Company currently expects revenue for the fourth quarter to be
in the range of $17.0 million to $20.0 million.

The following guidance is on an adjusted EBITDA (non-GAAP) basis
as described above.  If the Company is successful in delivering
the middle to high end of its revenue range, it expects total
gross margins in the fourth quarter to increase to a range of 44%
to 49% and for the first quarter of 2005, the Company expects
gross margins to be between 48% and 53%.  Additionally, the
Company expects its operating expenses to decrease from $12.0
million in the third quarter to between $10.0 million to $11.0
million in the fourth quarter and expects its operating expenses
in the first quarter of 2005 to be approximately consistent with
the fourth quarter of 2004.

                    About Critical Path, Inc.

Critical Path, Inc. (Nasdaq:CPTH) is a global provider of digital
communications software and services, headquartered in San
Francisco, California. More information is available at
http://www.criticalpath.net/

At Sept. 30, 2004, Critical Path's balance sheet showed a
$100,660,000 stockholders' deficit, compared to a $77,241,000
deficit at Dec. 31, 2003.


CWMBS INC: Fitch Assigns Low-B Ratings to Classes B-3 & B-4 Certs.
------------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2004-24 as follows:

   -- $290.3 million classes A-1 through A-9, PO and A-R
      certificates (senior certificates) 'AAA';

   -- $5.4 million class M certificates 'AA';

   -- $1.8 million class B-1 certificates 'A';

   -- $900,000 class B-2 certificates 'BBB';

   -- $600,000 class B-3 certificates 'BB';

   -- $450,000 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.25%
subordination provided by:

      * the 1.80% class M,
      * the 0.60% class B-1,
      * the 0.30% class B-2,
      * the 0.20% privately offered class B-3,
      * the 0.15% privately offered class B-4 and
      * the 0.20% privately offered class B-5 (not rated by
        Fitch).

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

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

The certificates represent an ownership interest in a group of
30-year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$284,988,907, as of the cut-off date, Oct. 1, 2004, secured by
first liens on one- to four-family residential properties.  The
mortgage pool, as of the cut-off date, demonstrates an approximate
weighted-average loan-to-value ratio -- LTV -- of 73.22%.  The
weighted average FICO credit score is approximately 741.  Cash-out
refinance loans represent 9.64% of the mortgage pool and second
homes 4.38%.  The average loan balance is $516,284.  The three
states that represent the largest portion of mortgage loans are
California (50.15%), New York (4.76%) and New Jersey (4.71%).
Subsequent to the cut-off date, additional loans were purchased
prior to the closing date, Oct. 28, 2004. The aggregate stated
principal balance of the mortgage loans transferred to the trust
fund on the closing date is $299,998,499.

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

Approximately 93.09% and 6.91% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

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


D & P HOLDINGS LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: D & P Holdings, LLC
        3139 East Linda Lane
        Gilbert, Arizona 85234

Bankruptcy Case No.: 04-19079

Chapter 11 Petition Date: October 29, 2004

Court: District of Arizona (Phoenix)

Debtor's Counsels: Dennis J. Wortman, Esq.
                   Dennis J. Wortman, P.C.
                   2700 North Central Avenue #850
                   Phoenix, Arizona 85004
                   Tel: (602) 257-0101
                   Fax: (602) 776-4544

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

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


DANHILL PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Danhill Properties
        2828 North Central Avenue, #770
        Phoenix, Arizona 85004
        Tel: (602) 285-9010

Bankruptcy Case No.: 04-18967

Chapter 11 Petition Date: October 28, 2004

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsels: Dale C. Schian, Esq.
                   Schian Walker P.L.C.
                   3550 North Central Avenue #1500
                   Phoenix, Arizona 85012-2188
                   Tel: (602) 285-4550
                   Fax: (602) 297-9633

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


DAVIS SQUARE: Moody's Rates $9.5M Class D Floating Rate Notes Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to 7 classes of notes
issued by Davis Square Funding III, Ltd.  The ratings assigned to
the respective tranches are:

   * Up to U.S. $1,000,000,000 CP Notes rated P-1.

   * The U.S. $337,000,000 Class A-1LT-a Floating Rate Notes Due
     2039 rated Aaa.

   * Up to U.S. $1,000,000,000 Class A-1LT-b Floating Rate Notes
     Due 2039 rated Aaa.

   * The U.S. $60,500,000 Class A-2 Floating Rate Notes Due 2039
     rated Aaa.

   * The U.S. $20,000,000 Class B Floating Rate Notes Due 2039
     rated Aa2.

   * The U.S. $75,000,000 Class C Floating Rate Notes Due 2039
     rated A3.

   * The U.S. $9,500,000 Class D Floating Rate Notes Due 2039
     rated Ba1.

Moody's noted that its ratings on this cash flow ABS CDO reflect
the credit quality of the underlying assets, which consist
primarily of structured finance securities, including residential
mortgage-backed securities, commercial mortgage-backed securities,
collateralized debt obligations and asset-backed securities, as
well as the credit enhancement for the notes inherent in the
capital structure and the transaction's legal structure.

Moody's also noted that A3 rating on the Class C Floating Rate
Notes only represents return of principal and 2% interest, and the
Ba1 rating on the Class D Floating Rate Notes the return of
principal only.

The Prime-1 rating assigned to the CP Notes addresses the timely
payment of the principal and interest of the notes within two
business days from the due date.  Sources of payment include cash
payments received from the underlying assets, or cash paid by
Prime-1-rated Calyon under the terms of a put option.

Trust Company of the West is the collateral manager for the
transaction.


DENNY'S CORP: Reports $246.2M Stockholders' Deficit at Sept. 30
---------------------------------------------------------------
Denny's Corporation (OTCBB:DNYY) today reported results for its
third quarter ended September 29, 2004.  Highlights included:


   -- September marked Denny's thirteenth consecutive month of
      positive same-store sales.

   -- Same-store sales for the third quarter increased 6.8% at
      company units and 6.6% at franchised units.

   -- Total operating revenue increased $8.8 million, or 3.7%, to
      $247.1 million for the quarter.

   -- Operating income increased $2.7 million to $15.6 million for
      the quarter.

   -- Net loss for the quarter was $11.8 million, which included
      $9.7 million of recapitalization related costs, compared
      with last year's net loss of $6.3 million.

   -- Denny's ended the quarter with 553 company units, down 9
      from the same time last year, and 1,056 franchised and
      licensed units, down 28 from last year.

   -- Denny's completed a comprehensive balance sheet
      recapitalization.

         -- Raised $92 million through the sale of 48 million
            shares of common stock

         -- Refinanced prior bank facility with $420 million of
            new senior secured credit facilities

         -- Completed the sale of $175 million of 10% Senior Notes
            (subsequent to quarter end)

         -- Used net proceeds from new bank facility and new
            senior notes to refinance higher cost debt and extend
            maturities

"We are pleased to report continued strong sales growth and margin
improvement during the third quarter.  Increases in both guest
counts and check average during the quarter are especially
encouraging, particularly since cautious consumer sentiment has
contributed to softened results for many of our competitors," said
Nelson J. Marchioli, President and Chief Executive Officer,
commenting on Denny's results for the third quarter.

"Now that we have successfully completed the recapitalization, our
stronger balance sheet and significantly lower interest costs
position us well to drive further growth in sales and earnings.
Given the positive momentum of our results over the last few
quarters, we remain optimistic about the fourth quarter and our
ability to maintain that momentum in 2005," Mr. Marchioli
concluded.

                     Third Quarter Results

Denny's reported total operating revenue for the third quarter of
$247.1 million, up $8.8 million from the prior year quarter.
Company restaurant sales increased $8.8 million to $224.3 million
as a same-store sales increase of 6.8% more than offset a 9-unit
decline in company-owned restaurants.  In addition, revenue was
negatively affected by hurricanes and severe weather during August
and September, which caused an estimated 407 lost store days at
company-owned units, or approximately $2 million in lost sales.
Franchise revenue was flat at $22.8 million as a 6.6% same-store
sales increase offset a 28-unit decline in franchised restaurants.

Company restaurant operating margin for the third quarter
increased by 2.1 percentage points to 13.5% of company sales
compared with 11.4% of sales last year. A 1.3 percentage point
decrease in payroll and benefit costs accounted for most of the
margin improvement.  Lower health benefit costs as well as more
efficient labor scheduling offset an increase in restaurant-level
incentive compensation.  Product costs as a percentage of sales
were nearly flat this quarter as higher commodity costs have been
effectively mitigated by managing menu mix and implementing
selective price increases.  While company restaurant operating
margin in the third quarter improved over last year, certain costs
such as worker's compensation and utilities expense have increased
from the second quarter of this year.

General and administrative expenses for the third quarter
increased $4.7 million due primarily to higher incentive
compensation expense (approximately $2.8 million) as well as the
incurrence of recapitalization related expenses (approximately
$1.4 million).

Operating income for the quarter increased $2.7 million to $15.6
million, reflecting higher sales and improved margins.

Net loss for the third quarter was $11.8 million, or $0.14 per
diluted common share, compared with last year's third quarter net
loss of $6.3 million, or $0.15 per diluted common share.  This
year's net loss included $9.7 million of nonoperating expenses
resulting from debt repurchase premiums and related costs in
connection with the recapitalization (as further described below).

                        Recapitalization

In July, Denny's closed a $92 million private placement of
approximately 48 million shares of its common stock sold at a
price of $1.90 per share with the net proceeds used to repay
indebtedness.  In September, Denny's refinanced its prior bank
credit facility with a new $420 million facility.  The new
facility consists of a $75 million, four-year revolving credit
facility, a $225 million, five-year first lien term loan and a
$120 million, six-year second lien term loan.  A portion of the
term loan proceeds were used to repurchase senior notes in
September with the remaining balance (approximately $236 million)
held in cash pending completion of the recapitalization in
October.

Subsequent to quarter end, Denny's completed the sale of $175
million of 10% Senior Notes due 2012.  Combined with the remaining
term loan proceeds held in cash, the proceeds from the notes
offering were used to repurchase the balance of Denny's 12.75%
notes and 11.25% notes and pay associated premiums, transaction
expenses and accrued interest.

At quarter end, Denny's new $75 million revolver had no
outstanding revolver advances, while letters of credit were $39.6
million, leaving net availability of $35.4 million.  As of today,
the revolver continues to have no funded borrowings, while letters
of credit have decreased slightly to $39.5 million.  After giving
effect to the full recapitalization, Denny's debt balances consist
of $225 million of first lien term loans, $120 million of second
lien term loans, $175 million of senior notes and approximately
$32 million of capital leases and other debt.

                        About the Company

Denny's is America's largest full-service family restaurant chain,
consisting of 553 company-owned units and 1,056 franchised and
licensed units, with operations in the United States, Canada,
Costa Rica, Guam, Mexico, New Zealand and Puerto Rico.  For
further information on Denny's, including news releases, links to
SEC filings and other financial information, please visit our
website referenced above.

At Sept. 29, 2004, Denny's Corporation's balance sheet showed a
$246,223,000 stockholders' deficit, compared to a $312,932,000
deficit at Dec. 31, 2003.


DETIENNE ASSOCIATES: List of 14 Largest Unsecured Creditors
-----------------------------------------------------------
Detienne Associates Limited Partnership released a list of its
14 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Kevin Detienne                             $263,571
40 West Norris Rd.
Helena, MT 59602

Lewis & Clark County                       $137,000
Treasurer
316 N. Park
Helena, MT 59601

Mountain West Bank                          $44,810

Kevin Detienne                              $40,000

First City Servicing Corp.                  $32,006

Internal Revenue Service                    $21,922

Vibeke Detienne                             $10,107

Luxan & Murfit                               $3,959

Anderson Zurmullen                           $1,850

Gough Shanahan                               $1,000

Daniels County Treasurer                       $774

Montana State Funds                            $279

Galusha Higgins                                $224

A-1 Rental                                      $36

Headquartered in Helena, Montana, Detienne Associates Limited
Partnership is a property holding company. The Debtor filed for
chapter 11 protection (Bankr. D. Mont. Case No. 04-63115) on
October 13, 2004. James A. Patten, Esq., in Billings, Montana,
represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, they listed assets
of $5,124,553 and debts of $4,715,990.


DII INDUSTRIES: Wants to Pay Silica Trustee's Fees & Expenses
-------------------------------------------------------------
Martin J. Murphy, the trustee for the Silica PI Trust, and his
selected professionals have extensive experience and expertise
necessary to ensure that the Silica PI Trust is prepared to begin
efficient and effective operations immediately on the Effective
Date of the Debtors' Plan.  The Silica Trustee needs to take pre-
Effective Date actions to:

    (i) begin processing Silica PI Trust Claims for payment out of
        the assets of the Silica PI Trust as soon as possible
        after the Effective Date; and

   (ii) ensure that his rights, obligations, and authority under
        the documents relevant to the Silica PI Trust are clear,
        consistent, and sufficient to allow him to fulfill his
        fiduciary duties, provided, however, that he will not have
        the right to re-negotiate the terms of the documents
        relevant to the Silica PI Trust and will not have standing
        to appear or be heard in connection with the Debtors'
        bankruptcy cases.

The Debtors contend that it is essential, to protect the value of
the Silica PI Trust and the interests of its beneficiaries, that
the Silica Trustee be in a position to actively manage the Silica
PI Trust's assets as of the Effective Date.  If the Silica
Trustee cannot begin the preparations in advance of the Effective
Date, there will invariably be an unacceptable and potentially
detrimental delay while he prepares to responsibly manage the
Silica PI Trust assets.  This type of down time could expose the
Silica PI Trust's beneficiaries to risks that they would not
otherwise face.

Thus, to allow the Silica Trustee to be in a position to
accomplish the Silica PI Trust's goals, the Debtors seek the
Court's authority to pay the fees and expenses Mr. Murphy incurs,
including the fees and expenses of any legal counsel he retained
to assist in the performance of the Pre-Effective Date
Activities.

Pursuant to the Plan, the Silica Trustee will be entitled to an
annual compensation for his services, plus a per diem allowance
for meetings attended or other Silica PI Trust business performed.
The Silica Trustee will also be reimbursed by the Silica PI Trust
for all reasonable out-of-pocket costs and expenses incurred in
connection with the performance of his duties.  Furthermore, the
Plan contemplates the Silica Trustee's retention and consultation
with legal counsel to aid in the performance of his duties.

The Debtors also point out that it is important for the Silica PI
Trust to begin processing claims as soon as possible after the
Effective Date, particularly in a case where claimants have been
subject to a court-imposed stay for years.  In advance of the
Effective Date, the Silica Trustee can begin to take some of the
many steps needed to process and pay claims from the Silica PI
Trust.  Upon developing an understanding of the Silica PI Trust
provisions, the Silica Trustee will be able to conceptualize and
institute the Silica PI Trust's administrative procedures by which
it will process claims and make payments to claimants.  This will
significantly decrease the amount of time it will take for the
Silica PI Trust to begin compensating its beneficiaries after the
Effective Date.

In addition, the Silica Trustee will be able to review the various
operative documents establishing the Silica PI Trust, thus
enabling him to carry out his duties in a timely fashion.
First-hand knowledge of the history of the case and the Silica PI
Trust may be critical if disputes arise in the future concerning
the Silica PI Trust and its governing documents.  The Silica
Trustee will require the assistance of legal counsel, who will
assist him in reviewing and summarizing the Silica PI Trust
documents, and will advise him on how the documents reflect, inter
alia, his fiduciary obligations and duties in serving as Silica
Trustee.

Upon the establishment of the Silica PI Trust, the Debtors also
seek the Court's authority to offset all fees and expenses
previously paid to the Silica Trustee and his legal counsel from
the Debtors' funding obligations under the Plan to the Silica PI
Trust.  To the extent that the current Plan structure does not
become effective or additional or supplemental trustees are
appointed, the rights of the Debtors to seek to have any payments
made applied against their Silica PI Trust funding obligations
under alternative plans will be reserved.

The Debtors determine that the total compensation and
reimbursement of expenses to the Silica Trustee should not exceed
an aggregate of $40,000 per month.  The fees and expenses of the
Silica Trustee's legal counsel, Keating, Muething & Klekamp,
P.L.L., would not exceed $50,000 per month.

Because the Silica Trustee and his professionals will be more
active in some months, the Debtors propose that any unused portion
of a particular month's fee and expense allocation be carried over
to the subsequent months.  In lieu of requiring the submission of
fee applications, the Debtors assert that to the extent that
compensation and expenses or professional fees ever exceed the
caps, the parties will seek additional relief from the Court.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts.  On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DLJ MORTGAGE: Moody's Ups Rating on Class B-4 Certificates to B3
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the rating of one class and affirmed the ratings of two
classes of DLJ Mortgage Acceptance Corp., Commercial Mortgage
Pass-Through Certificates, Series 1996-CF1 as follows:

   -- Class A-3, $12,583,469, WAC, affirmed at Aaa
   -- Class S, Notional, affirmed at Aaa
   -- Class B-1, $30,500,000, WAC, upgraded to Aaa from Aa2
   -- Class B-2, $9,400,000, WAC, upgraded to Aaa from A1
   -- Class B-3, $30,600,000, WAC, upgraded to Aa2 from Ba1
   -- Class B-4, $22,300,000, WAC, downgraded to B3 from B2

As of the October 12, 2004 distribution date, the transaction's
aggregate balance has decreased by approximately 74.5% to
$120.0 million from $470.1 million at closing.  The Certificates
are collateralized by 26 mortgage loans secured by commercial and
multifamily properties.  The loans range in size from less than
1.0% of the pool to 20.6% of the pool, with the top 10 loans
representing 73.5% of the pool.  Three loans have been liquidated
from the pool, resulting in aggregate realized losses of
approximately $5.5 million.

Three loans, representing 12.8% of the pool, are in special
servicing.  The largest loan in special servicing is the Holiday
Inn DFW - South Loan ($10.9 million - 8.2%), which is secured by a
409-room hotel located in Irving, Texas.  The remaining two
specially serviced loans are secured by single tenant retail
properties formerly occupied by Eagle Foods, which filed for
bankruptcy in May 2003 and subsequently vacated the properties.
Moody's has estimated aggregate losses of approximately
$7.1 million for all of the specially serviced loans.

Moody's was provided with year-end 2003 operating results for
approximately 97.4% of the pool's performing loans. Moody's loan
to value ratio -- LTV -- is 86.5%, compared to 85.0% at Moody's
last full review in September 2003 and 80.8% at securitization.
Despite the decline in overall pool performance, Classes B-1, B-2
and B-3 have been upgraded due to significant increases in credit
support.  Class B-4 has been downgraded due to realized losses,
estimated losses on the specially serviced loans and LTV
dispersion.  Based on Moody's analysis, 32.4% of the pool has a
LTV greater than 100.0%, compared to 24.4% at last review.

The top three loan exposures represent 41.3% of the outstanding
pool balance.  The largest loan is the Maccabees Office Center
Loan ($24.7 million - 20.6%), which is secured by a 335,000 square
foot office building located in Southfield, Michigan.  The largest
tenant is the Royal Maccabees Life Insurance Company, which
occupies approximately 47.0% of the building on a long term lease.
The building has maintained 100.0% occupancy since securitization.
Moody's LTV is 51.6%, compared to 62.0% at last review and 64.8%
at securitization.

The second largest loan is the Upper Deck Facility Loan
($12.8 million - 10.6%), which is secured by a 295,000 square foot
office/industrial building located in Carlsbad, California.  The
property is 100.0% occupied by the Upper Deck Company on a lease
that extends through 2020, nine years past the loan maturity.
Moody's LTV is 54.7%, compared to 63.6% at last review and 66.5%
at securitization.

The third largest exposure consists of the Star Market Store Loans
($12.0 million - 10.0%), which are three cross collateralized
loans each secured by a single tenant retail property.  All of the
properties are located in Massachusetts and are leased to Shaw's
Supermarkets, Inc.  Moody's LTV is 51.7%, compared to 65.5% at
last review and 67.4% at securitization.

The pool's collateral is a mix of:

         * office (33.9%),
         * retail (33.4%),
         * hotel (19.5%), and
         * multifamily (13.2%).

The collateral properties are located in 12 states.  The highest
state concentrations are:

         * Michigan (20.6%),
         * Texas (16.9%),
         * California (15.7%),
         * Massachusetts (10.0%), and
         * New Jersey (7.9%).

All of the loans are fixed rate.


DOBSON COMMS: Prices New $825 Million Senior Secured Note Issues
----------------------------------------------------------------
Dobson Cellular Systems, Inc., a wholly owned subsidiary of Dobson
Communications Corporation (Nasdaq:DCEL), reported the pricing of
a private placement of $825 million of Senior Secured Notes,
consisting of $250 million of 8-3/8% Fixed Rate Senior Secured
Notes due 2011, $250 million of Floating Rate Senior Secured Notes
due 2011 and $325 million of 9-7/8% Second Priority Senior Secured
Notes due 2011. The Floating Rate Senior Secured Notes due 2011
will bear interest at a rate equal to three-month LIBOR plus
4.75%.

The proceeds from the debt offering will be used to refinance
outstanding borrowing under the existing senior credit facility of
Dobson Cellular, repurchase a portion of Dobson Communications'
outstanding debt securities in one or more privately negotiated
transactions and for general corporate purposes, including the
funding of the subsidiary's planned acquisition of RFB Cellular,
Inc. As part of the refinancing, Dobson Cellular expects to amend
its existing credit facility to, among other things, eliminate the
term loan portion and amend the revolving portion to provide for
maximum borrowing of $75 million.

The Senior Secured Notes will be offered only to qualified
institutional buyers under Rule 144A and to persons outside the
United States under Regulation S. The notes have not been
registered under the Securities Act of 1933 or under any state
securities laws, and, unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, registration requirements of the
Securities Act and applicable state securities laws. This press
release does not constitute an offer, offer to sell, or
solicitation of an offer to buy any securities.

Headquartered in Oklahoma City, Dobson Communications Corp is a
provider of wireless telecommunications services to suburban and
rural areas of the US with 1.6 million subscribers at the end of
June 2004, and LTM revenues of $950 million.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 22, 2004,
Moody's Investors Service assigned a B2 rating to the proposed
first priority senior secured notes due 2011 and a B3 to the
second priority notes due 2012 being issued by Dobson Cellular
Systems, Inc., a subsidiary of Dobson Communications Corp. In
addition, Moody's downgraded Dobson Communications' senior implied
rating to Caa1 and its senior unsecured rating to Ca, among other
ratings actions which are summarized below. The ratings outlook
remains negative.

Dobson Communications Corporation

   -- Senior implied rating downgraded to Caa1 from B2

   -- Issuer rating downgraded to Ca from Caa1

   -- $300 million 10.875% Senior Notes due 2010 downgraded to Ca
      from Caa1

   -- $594.5 million 8.875% Senior Notes due 2013 downgraded to Ca
      from Caa1

   -- 12.25% Senior Exchangeable Preferred Stock due 2008
      downgraded to C from Caa3

   -- 13% Senior Exchangeable Preferred Stock due 2009 downgraded
      to C from Caa3

American Cellular Corporation, (f.k.a. ACC Escrow Corp.)

   -- $900 million 10% Senior Notes due 2011 downgraded to Caa1
      from B3

Dobson Cellular Systems, Inc.

   -- $75 million (reduced from $150 million) senior secured
      revolving credit facility due 2008 affirmed at B1

   -- $550 million senior secured term loan due 2010 rating
      withdrawn

   -- $250 million (assumed proceeds) First Priority Fixed Rate
      Senior Secured Notes due 2011 assigned B2

   -- $250 million (assumed proceeds) First Priority Floating Rate
      Senior Secured Notes due 2011 assigned B2

   -- $200 million (assumed proceeds) Second Priority Senior
      Secured Notes due 2012 assigned B3

The downgrade of the senior implied rating to Caa1 reflects the
much weaker than expected cash flow in 2004 and beyond for the
Dobson Communications family and the resulting negative
consolidated free cash flows of the company. Further, the
downgrade reflects the expectation that, absent material
improvement in cash flow generation from the Dobson Cellular
subsidiary, Dobson Communications' capital structure is
unsustainable.

At Dobson Cellular Systems, the primary operating subsidiary of
Dobson Communications, the B1 rating on the $75 million revolving
credit facility reflects:

     (i) its priority position in the company's capital structure
         with the only first lien claim on the accounts
         receivable,

    (ii) inventory and other working capital assets of Dobson
         Cellular and its subsidiaries, and

   (iii) a shared first lien claim (shared with the B2 rated
         notes) on all other assets.

The B2 rating on the first priority secured notes due 2011
reflects their good position in the consolidated company's capital
structure, ranking behind only any outstandings under the revised
$75 million revolving credit available to Dobson Cellular.

The B3 rating on the second priority secured notes due 2012
reflects their more junior position behind the Dobson Cellular
revolving credit and the first priority secured notes.

Dobson Cellular and its subsidiaries serve close to 900,000
subscribers and are expected to generate just over $200 million in
EBITDA (on a pro forma basis for recent transactions) in 2004.
Moody's estimates interest expense to run approximately
$55 million per year and capital expenditures to be $70 million
per year after the completion of the company's GSM overlay. This
yields interest coverage (EBITDA - capex / interest) of 2.4x, and
debt/EBITDA of 3.5x at the Dobson Cellular level. In Moody's
opinion, these are decent credit statistics and along with the
structural seniority of all these obligations and the collateral
and guarantee packages supporting these lenders, are supportive of
the single-B ratings at the Dobson Cellular subsidiary.

However, those cash flow figures only yield $75 million of nominal
free cash flow (EBITDA less interest and capital spending) to
support Dobson Cellular's own working capital requirements and
then to upstream dividends to Dobson Cellular's parent, Dobson
Communications. Dobson Communications' two senior unsecured notes
total $894.5 million in principal amount and require $85.4 million
of annual coupon payments. While Dobson Communications has
sufficient liquidity in the form of cash to meet its obligations
in the near term, longer term that cash will be exhausted and as
outlined above the amounts available to be upstreamed from Dobson
Cellular could prove to be insufficient to meet all Dobson
Communications obligations without material improvement in cash
flows.

Consequently, because Dobson Cellular will be incurring more
structurally senior, secured debt at the Dobson Cellular level
($700 million - or more if the proposed transaction is increased -
up from $573.9 million at 2Q04), thereby further subordinating the
unsecured debt at Dobson Communications, and because cash flows
available to be upstreamed to Dobson Communications from Dobson
Cellular are likely to be insufficient to cover Dobson
Communications' debt service obligations, Moody's has downgraded
the two senior unsecured notes at Dobson Communications to Ca from
Caa1, and the two rated preferred stock issues to C from Caa3.

These ratings reflect the likelihood of substantial impairment
(potentially above 50%) to the Dobson Communications unsecured
lenders claims and the very poor prospects of any recovery for the
holders of the preferred stock of Dobson Communications in a
potential default scenario.

American Cellular Corporation is also a wholly owned subsidiary of
Dobson Communications, but the indenture to American Cellular's
10% senior notes due 2011 severely limit cash from being
upstreamed from American Cellular to Dobson Communications.
Further, American Cellular posted negative free cash flow in the
first half of 2004, and although Moody's expects American Cellular
to be slightly free cash flow positive in 2005, such amounts are
expected to be quite modest. Thus, the Dobson Communications
ratings are not impacted positively or negatively by American
Cellular's financial position. Moody's downgrade of the American
Cellular senior unsecured notes to Caa1 from B3 reflects the
weaker than expected cash flows generated by this subsidiary,
American Cellular's thin liquidity, and the high probability that
the company will seek to attain a small, secured bank credit
facility that would rank ahead of these notes in order to bolster
liquidity at this subsidiary.

Moody's is maintaining a negative rating outlook, although due to
the already low levels the Dobson Communications unsecured and
preferred stock ratings are unlikely to be lowered further. The
senior implied rating, however, is likely to be lowered as Dobson
Communications' liquidity exhausts should cash flows not increase
to levels that would support all of the company's debt service
obligations with a more comfortable cushion. The rating outlook
could be stabilized if the longer term outlook on the parent
company's liquidity improves, whether from higher levels of
internally generated cash flows, or from assets sales, should
these generate significant additional liquidity.


DYER FABRICS: U.S. Trustee is Unable to Form a Creditors Committee
------------------------------------------------------------------
Richard F. Clippard, the United States Trustee for Region 8
reports to the U.S. Bankruptcy Court for the Western District of
Tennessee that no Official Committee of Unsecured Creditors has
been formed in Dyer Fabrics, Inc.'s chapter 11 case.

Mr. Clippard explains that despite his efforts to contact eligible
unsecured creditors, none of the Debtor's unsecured creditors
eligible to serve as a Committee member have indicated any
willingness to serve on a Committee.

Mr. Clippard adds that the Meeting of Creditors had been adjourned
twice.  Mr. Clippard has scheduled a Meeting of Creditors for 2:00
p.m., on November 17, 2004, for the main purpose of forming an
Official Committee of Unsecured Creditors.  The meeting will be
held at the Offices of the United States Trustee, 200 Jefferson,
Ste. 400, in Memphis, Tennessee.

Headquartered in Dyersburg, Tennessee, Dyer Fabrics Inc., a
textile wholesaler and manufacturer, filed for chapter 11
protection on July 9, 2004 (Bankr. W.D. Tenn. Case No. 04-30609).
When the Debtor filed for protection from its creditors, it
estimated more than $10 million.


FAO, INC.: Liquidating Chapter 11 Plan is Confirmed
---------------------------------------------------
The Honorable Joel B. Rosenthal put his stamp of approval on the
liquidating chapter 11 plan proposed by FAO, Inc., and its debtor-
affiliates.  A last-minute deal with D.E. Shaw Laminar Portfolios
LLC, reported in the Troubled Company Reporter on Oct. 22, 2004,
paved the way for a consensual confirmation hearing.  The
Liquidating Plan proposes to distribute 40 to 50 cents-on-the-
dollar to unsecured creditors.  Creditors will unsecured claims
carried from the retailer's first chapter 11 filing into its
second chapter 11 filing are projected to get 30 to 40 cents-on-
the-dollar on account of those claims.  At August 31, 2004, FAO
Inc. reported it was sitting on $38,956,855 of cash.

FAO Inc. (n/k/a Children's Books & Toys, Inc.) and its wholly
owned subsidiaries ZB Company, Inc., FAO Schwarz, Inc. (n/k/a Toy
Soldier, Inc.), The Right Start, Inc. (n/k/a TRS Liquidation Co.),
and Targoff-RS, LLC, filed on December 4, 2003 (Bankr. D. Del.
Case No. 03-13672).  Mark D. Collins, Esq., at Richards Layton &
Finger, represents the Debtors.  When the failed toy retailer
filed for bankruptcy, it listed $102,079,000 in assets and
$85,898,000 in liabilities.


FIRST INTERNATIONAL: Moody's Reviewing Ratings & May Downgrade
--------------------------------------------------------------
Moody's Investors Service places 18 classes of notes issued in
seven securitizations originally sponsored by First International
Bank on review for possible downgrade.  First International is now
known as UPS Capital Business Credit -- UPSBC.  The ratings
actions are due to steeply lower-than-expected recovery rates that
are being realized on defaulted loans since the last rating action
taken on the securities.  First International blames the declining
recovery rates on the poor state of the manufacturing sector in
the U.S.  The complete ratings actions are:

Issuer: First National Bank of New England SBA Loan-Backed Trust
        1998-1

        * $4.25 million Class A Notes, rated A2, on review for
          possible downgrade

        * $0.47 million Class B Notes, rated Ba2, on review for
          possible downgrade

Issuer: First International Bank Trust 1999-1

        * $10.48 million Class A Notes, rated A3, on review for
          possible downgrade

        * $0.93 million Class M Notes, rated B2, on review for
          possible downgrade

        * $0.23 million Class B Notes, rated B3, on review for
          possible downgrade

Issuer: First International Bank Trust 2000-1

        * $13.76 million Class A Notes, rated Ba2 on review for
          possible downgrade

        * $1.84 million Class M Notes, rated Caa2, on review for
          possible downgrade

Issuer: First International Bank Trust 2000-2

        * $11.95 million Class A Notes, rated Baa1, on review for
          possible downgrade

        * $1.04 million Class M Notes, rated Ba2, on review for
          possible downgrade

Issuer: FNBNE Business Loan Trust 1998-A

        * $8.99 million Class A Notes, rated Aa3, on review for
          possible downgrade

        * $0.53 million Class M-1 Notes, rated Baa2, on review for
          possible downgrade

        * $0.53 million Class M-2 Notes, rated Ba1, on review for
          possible downgrade

Issuer: FIB Business Loan Trust 1999-A

        * $12.76 million Class A Notes, rated A1, on review for
          possible downgrade

        * $0.59 million Class M-1 Notes, rated Baa2, on review for
          possible downgrade

        * $0.59 million Class M-2 Notes, rated Ba3, on review for
          possible downgrade

Issuer: FIB Business Loan Trust 2000-A

        * $17.44 million Class A Notes, rated Ba2, on review for
          possible downgrade

        * $1.34 million Class M-1 Notes, rated Caa2, on review for
          possible downgrade

        * $1.48 million Class M-2 Notes, rated Caa3, on review for
          possible downgrade

First International securities were downgraded on March 1, 2004
due to the deterioration in credit performance of the pools, which
have a large concentration in the manufacturing sector.  The pools
have been adversely impacted by the recession in the manufacturing
sector, which has been in a slump since the fourth quarter of
2000.  Since the downgrade, recoveries have been lower than
expected, while delinquencies have been generally constant across
the seven transactions. Actual recoveries for defaulted loans have
ranged from approximately 10% to 35% across the seven deals.  The
ratings review will consider the impact of lower and more variable
recovery assumptions on defaulted loans and ultimate losses on the
pools.

UPS Capital Corporation, a wholly owned subsidiary of United
Parcel Service, Inc., purchased FIB in August 2001. In April 2003,
FIB changed its name to UPSBC.  UPSBC is currently servicing the
portfolio.  FIB was formerly known as First National Bank of New
England.

The notes were sold in privately negotiated transactions without
registration under the Securities Act of 1933 under circumstances
reasonably designed to preclude a distribution thereof in
violation of the Act.  The issuances were designed to permit
resale under Rule 144A.


FRESH CHOICE: Wants Plan-Filing Period Stretched to Feb. 9
----------------------------------------------------------
Fresh Choice, Inc., wants more time to propose and file a chapter
11 plan and solicit acceptances of that plan from its creditors.
Specifically, the company asks the U.S. Bankruptcy Court for the
Northern District of California for an extension of exclusive
plan-filing period through Feb. 9, 2005, and a concomitant
extension of its exclusive solicitation period through Apr. 8,
2005.

Fresh Start has indicated that it may need to close some
restaurants, and that talks with landlords will be an important
part of that decision-making process.

Headquartered in Morgan Hill, California, Fresh Choice --
http://www.freshchoice.com/-- owns and operates a chain of
46 salad bar eateries, mostly located in California.  The
company filed for chapter 11 protection on July 12, 2004 (Bankr.
N.D. Calif. Case No. 04-54318). Debra I. Grassgreen, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub represents the
Debtor in its restructuring efforts.  Lawyers at SulmeyerKupetz
represent an official creditors' committee.  When the Debtor filed
for protection it listed $29,651,000 in total assets and
$14,348,000 in total debts.  At Sept. 5, 2004, Fresh Choice's
balance sheet showed $23.7 million in assets and $21.1 million ina
liabilities.


G-I HOLDINGS: 3rd Cir. Reaffirms Standard for a Chapter 11 Trustee
------------------------------------------------------------------
The Third Circuit took the opportunity to reaffirm the strict
clear and convincing standard required of a movant before a
Chapter 11 operating Trustee will be appointed.  This burden is
not lessened even where the Debtor is a mere holding company, and
no particular expertise to "operate" the Debtor's business as
required. In re G-I Holdings, Inc., 2004 WL 2125621, 2004 U.S.
App. LEXIS 20112 (3d Cir. Sept. 24, 2004).

Facts and Procedural History:  The case was before the Third
Circuit on an appeal by the Official Committee of Asbestos
Claimants from a District Court Order that had affirmed a
Bankruptcy Court Order denying the Committee's Motion for the
appointment of a Chapter 11 Trustee. The Committee did not take
issue with the clear and convincing evidentiary burden of proof,
but contended that where the strong presumption in favor of a
Debtor's current management remaining in possession is not
applicable, the Committee's burden for the appointment of an
operating trustee should be reduced to a proof by the
preponderance of the evidence standard. The Third Circuit found no
support for this proposition that the evidentiary standard should
ever change in such circumstances, and therefore affirmed the
lower Court's denial of the appointment of a Trustee.

The Debtor, G-I Holdings, Inc., filed for Chapter 11 in January
2001. The Debtor is a holding company, beneficially owned by one
Samuel Heyman. Beginning in the 1970s, the Debtor and other formal
producers of asbestos products faced mass tort litigation
throughout the United States. Indeed, the Debtor had inherited
responsibility for some 150,000 pending asbestos lawsuits.

Just shy of two years after the bankruptcy was filed, the
Committee filed a Motion to appoint a Trustee. Over 250 exhibits
were reviewed by the bankruptcy Judge. The Committee presented two
central arguments in favor of its Motion: first, that there was an
excessive conflict between the Debtor and asbestos claimants,
which constituted sufficient "cause" for the appointment of a
Trustee pursuant to Bankruptcy Code § 1104(a)(1), and, second,
that it was in the best interests of creditors to appoint a
Trustee pursuant to Bankruptcy Code § 1104(a)(2) because the
Debtor's current management is subordinating the interests of the
asbestos claimants to those of certain favored creditors and
beneficial owner of the Debtor. The Committee contended that the
Debtor's current management refused to bring fraudulent conveyance
actions against the owner and others, while funding lawsuits
against three law firms that represented many of the asbestos
claimants.

In denying the Motion for an operating Trustee, the Bankruptcy
Court found that while a Trustee may be called for when there is
extreme acrimony between Debtor and its creditors, management of
the Debtor had been in place for many years and was familiar with
the company's operations, and there was a lack of sufficient
evidence to show that a Trustee would be helpful. Finally, with
respect to litigation against the owner and litigation against the
law firms representing the asbestos claimants, the Bankruptcy
Court noted that those actions were pending in another Court, and
would be decided in those proceedings.

On appeal to the District Court, the Committee argued that the
usual presumption in favor of maintaining current management was
inapplicable for three reasons: (1) the Debtor was nothing more
than a holding company, (2) a Trustee would simply need to manage
asbestos claims, and would not have to expend costs to learn the
Debtor's business, and finally (3) the Debtor would not be able to
exercise its fiduciary duties to creditors due to the controlling
shareholder being subject to fraudulent transfer claims. The
Committee contended that since the usual presumption was no longer
applicable, the standard of proof should be lessened to a
preponderance of the evidence.

The District Court affirmed the Bankruptcy Court, finding no abuse
of discretion. The District Court held the Committee up to the
clear and convincing standard. The District Court found no support
for the proposition that if the Court finds inapplicable the
presumption in favor of keeping current management, then a lesser
standard of proof would be required for the appointment of an
operating trustee.

Discussion: Before the Third Circuit, the Committee presented two
major arguments: First, that the usual presumption in favor of
existing management should not have been applied due to the lack
of significant experience by the managers of the Debtor. Second,
the Committee maintained that with the presumption in favor of
current management out of the way, the standard of proof should be
lessened to a preponderance of evidence for the appointment of the
Trustee.

The Third Circuit rejected these arguments. The Third Circuit
reaffirmed its previous decision in In re Marvel Entertainment
Group, Inc., 140 F.3d 463 (3d Cir. 1998), that a clear and
convincing standard is required for the appointment of an
operating Trustee.

The Committee hung its hat on language in the Marvel decision,
whereby the Third Circuit recognized the "strong presumption
against appointing an outside Trustee." The Committee's view was
that once the presumption is out of the way, then a preponderance
of evidence should apply to the appointment of a Trustee.

The Third Circuit recognized that there are two plausible
interpretations of its reference to the strong presumption against
appointing an outside Trustee, as stated in the Marvel decision.
The first interpretation is that the word "presumption" was being
used in the technical sense expressed in Rule 301 of the Federal
Rules of Evidence. As the Third Circuit recognized, pursuant to
Rule 301 of the Federal Rules of Evidence, a presumption does not
shift the ultimate burden of proof in the sense of the risk of
non-persuasion, which remains throughout the trial upon the party
on whom it was originally set. As the Bankruptcy Court always
recognized that the ultimate burden of persuasion remained on the
Committee, and that the Committee simply had not met that burden,
the Bankruptcy Court did not err in denying the motion to appoint
a Trustee.

The other plausible interpretation of the use of the
aforementioned phrase in Marvel was simply another way for the
Appellate Court to refer to the heavy burden of persuasion. The
Third Circuit affirmed in the instant case that that is precisely
what was intended by that language, and that the clear and
convincing standard always applies.

The Third Circuit rejected the Committee's suggestion that this
Rule should be modified to essentially state that in seeking the
appointment of a Trustee, a movant sometimes is required to prove
its case by clear and convincing evidence. The Committee contended
that if the Debtor's management lacks special expertise in running
the business, and the appointment of a Trustee would not impose
large costs, then the standard of proof should be lessened. The
Third Circuit rejected this view and again reiterated that the
burden of proof does not shrink or shift. Whether a Debtor's
management has any special expertise and whether there would be
substantial costs in the appointment of a Trustee are relevant
factors, but they do not affect the burden of persuasion.

Reprinted from the October 2004 edition of the Commercial Law
League of America Bankruptcy Section Newsletter.

By: Brian S. Behar
    Behar, Gutt & Glazer, PA
    2999 NE 191st Street , 5th Floor,
    Aventura , FL 33180
    Phone: 305-931-3771
    Fax: 305-931-3774
    Email: bsb@bgglaw.net

Elihu Inselbuch, Esq., Peter Van N. Lockwood, Esq., Trevor W.
Swett, Esq., and Albert G. Lauber, Esq., at Caplin & Drysdale,
Chtd., represent the Official Committee of Official Committee of
Asbestos Claimants.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, and
Dennis J. O'Grady, Esq., at Riker, Danzig, Scherer, Hyland,
represent G-I Holdings.

G-I is a privately-held holding company and the successor to
GAF Corporation, one of the United States' oldest sources for
commercial and residential roofing material. The Company's
estimated 3,500 employees generate $1.1 billion in annual
revenues, according to Forbes Private 500 ranking data.  G-I
filed for chapter 11 protection on Jan. 5, 2001 (Bankr. D. N.J.
Case No. 01-30135).


GENERAL FIRE: Fitch Assigns BB+ Insurer Financial Strength Rating
-----------------------------------------------------------------
Fitch Ratings assigned a 'BB+' insurer financial strength rating
to General Fire and Casualty Company -- GenFire.  The rating
considers the company's strong, but volatile operating performance
that has produced a five year average combined ratio of 97%, solid
capitalization following a recent $4 million infusion, as well as
its unique business model and strong customer service capabilities
derived from its proprietary policy form, rating matrix and real-
time management information system.  The Rating Outlook is Stable.

Offsetting these strengths are:

   (1) GenFire's limited operating history,

   (2) its modest premium and capital base relative to many of its
       peers,

   (3) its historically rapid premium growth that has contributed
       to adverse reserve development occurring among recent
       accident year books of business, and

   (4) significant dependence on reinsurance to fund growth and
       manage risk exposures.

Additionally, GenFire's parent company, GF&C Holding Company,
secured its recent investment funds for GenFire through a
commercial debt facility totaling $6.5 million, which resulted in
an increase in pro forma total debt and preferred stock to total
capital (adjusted for equity credit of preferred securities) as of
June 30, 2004 to 46% from 19%.  These represent a sizable burden
on GenFire as GF&C's predominant operating company to service that
debt, particularly in light of increased price competition in
GenFire's agribusiness niche.

GenFire is a specialty property and casualty insurer, which since
1999, has operated under a new and unique business model centered
on its patent-pending policy form and web-based technology.  The
company focuses on specialty niches in the commercial multi-peril
business segment, such as integrated agribusiness and other
targeted commercial classes.  Idaho-based GenFire reported
statutory policyholders' surplus and assets of $13.8 million and
$47.5 million, respectively at Sept. 30, 2004.


GENERAL GROWTH: Moody's Rates Planned $6.15B Sr. Secured Debt Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
senior secured bank debt of General Growth Properties, Inc. and
its subsidiaries.  Net proceeds from the proposed three-year
$3.9 billion Term Loan A, four-year $2 billion Term Loan B and
three-year $250 million revolving credit facility will be used by
General Growth to fund its acquisition of The Rouse Company,
another REIT focused on regional shopping malls.  The outlook for
the proposed senior secured bank debt is stable.  Concurrently,
Moody's said that it expects to lower the senior unsecured ratings
of The Rouse Company and Price Development to Ba1, from Baa3, upon
completion of the merger.  In the interim, ratings of the debt and
of securities issuable under the shelf registrations of General
Growth Properties, The Rouse Company and Price Development
continue to be under review for downgrade.

According to Moody's, the strategic benefits associated with the
acquisition of Rouse, such as economies of scale, higher mall
sales productivity and leading market position in the US regional
mall sector, are balanced by the aggressive financing of the Rouse
acquisition, which will substantially increase the level of
indebtedness, secured debt in particular, in the already highly
levered capital structure of General Growth.  General Growth's
financial flexibility is further constrained by the lack of
unencumbered assets, and material levels of variable-rate debt.
Non-core real estate holdings in The Rouse Company's portfolio
provide General Growth with diversification benefits, although
Moody's believes that General Growth will endeavor to dispose of
or reduce its exposure to these assets over time.  Challenges
associated with the integration of the non-core asset holdings in
the Rouse portfolio are additional risk factors.  Integration, of
Rouse's master-planned communities will be particularly
challenging.

Moody's said that the Ba2 bank loan rating of General Growth
reflects the pro forma credit profile of the borrowers, the legal
and structural subordination of the bank debt, collateral
represented by interest in the capital stock of General Growth in
its Rouse subsidiary and its GGPLP L.L.C subsidiary, as well as a
security interest in an account at General growth into which
distributions from the Rouse subsidiary will be deposited.  In
addition to strong pro forma operating cash flows to support debt
service of the bank debt, net proceeds from future capital
transactions will be applied to required principal amortization
payments.  Although Moody's recognizes some value associated with
the security interests, the rating agency does not believe that
the value of these residual claims is sufficient enough to
equalize the ratings between General Growth and the Rouse
subsidiary.  In Moody's view, the expected recovery of the bank
debt would be lower relative to the recovery for Rouse bondholders
given the current high levels of encumbered assets at General
Growth.

The expected Ba1 rating of Rouse's bonds reflects a projected rise
in leverage as a result of the REIT's acquisition by General
Growth.  To fund the acquisition of Rouse, General Growth plans to
increase leverage and secured debt at its Rouse subsidiary.  This
rise in leverage at the Rouse level is not anticipated to be
substantial due to protection provided by the covenants on Rouse's
senior unsecured notes.  Leverage as measured by the ratio of Debt
to EBITDA will likely rise from 7X before the acquisition to 7.8X
at YE05.  Unencumbered assets will also decline at Rouse as a
result of encumbering certain of Rouse's unencumbered retail
malls.  Fixed charge coverage at the Rouse subsidiary level should
be moderately affected, falling from 2.5X before the acquisition,
to 2.1X at YE05.

As a result of this transaction, General Growth projects that its
effective leverage (debt plus preferred as a percentage of gross
assets) will rise from 70% of gross assets to roughly 75%, and
fixed charge coverage will fall to 1.5X from 2.3X. In addition,
its variable debt also will rise materially. Leverage as measured
by the ratio of Debt to EBITDA will rise from 7.7X to 10.2X, pro
forma for the transaction.  The REIT expects to de-lever over
time, as well as potentially dispose of non-core assets, such as
office properties owned by Rouse.  Disposing of these Rouse assets
will be constrained by tax issues, and by Rouse's bond covenants.
Based upon its projections, however, General Growth will operate
with weakened financial measures at least through YE07.


Moody's also expects to lower the ratings of Price Development
Company, L.P. to Ba1, from Baa3, reflecting an increase in
leverage and secured debt, as well as reduction in its pool of
unencumbered assets, as a result of General Growth encumbering of
four retail properties within the Price Development portfolio.

These ratings were assigned with a stable outlook:

   -- General Growth Properties L.P.

      * Ba2 to the proposed Senior Secured $3.9 billion Term
        Loan A,

      * Ba2 to the Senior Secured $2.0 billion Term Loan B, and

      * Ba2 to the Senior Secured $250 million revolving facility.

   -- General Growth Properties, Inc.

      * Ba2 to the proposed Senior Secured $3.9 billion Term
        Loan A,

      * Ba2 to the Senior Secured $2.0 billion Term Loan B, and

      * Ba2 to the Senior Secured $250 million revolving facility.

   -- GGPLP L.L.C

      * Ba2 to the proposed Senior Secured $3.9 billion Term
        Loan A,

      * Ba2 to the Senior Secured $2.0 billion Term Loan B, and

      * Ba2 to the Senior Secured $250 million revolving facility.

These ratings continue to be under review for downgrade:

   -- Price Development Company, L.P.,

      * Senior debt rated Baa3

   -- GGP Properties Limited Partnership

      * Senior debt shelf rated (P)Ba1

   -- General Growth Properties, Inc.

      * Preferred stock shelf rated (P)Ba1

   -- The Rouse Company

      * Senior debt rated Baa3;
      * senior debt shelf at (P) Baa3; and
      * Preferred stock shelf at (P)Ba1

General Growth Properties, Inc. [NYSE: GGP], headquartered in
Chicago, Illinois, USA, is one of the largest owners and operators
of regional malls in the United States.  The REIT had assets of
$11.1 billion, and equity of $1.7 billion, at June 30, 2004.

The Rouse Company [NYSE: RSE], headquartered in Columbia,
Maryland, USA, is also a REIT, primarily engaged in the
acquisition, development and management of retail centers, office
buildings, mixed-use projects and other commercial properties
across the USA.  It is also the developer of master-planned
communities in Columbia, Maryland; Summerlin, Nevada; Houston and
smaller communities in Howard and Prince George's counties,
Maryland.  Rouse had assets of $6.9 billion, and equity of
$1.6 billion, at June 30, 2004.


GRAFTECH INTL: Sept. 30 Stockholders' Deficit Narrows to $75 Mil.
-----------------------------------------------------------------
GrafTech International Ltd. (NYSE:GTI) reported financial results
for the third quarter ended Sept. 30, 2004.

                      3rd Quarter Overview

   -- As previously announced, the Company elected and implemented
      a tax planning strategy that, together with the recent
      enactment of the American Jobs Creation Act of 2004 and
      other planning efforts, accelerates the use of certain tax
      assets and reduces the expected cash tax rate in 2005. This
      tax election resulted in a non-cash tax charge of $25
      million. Net loss, including this tax charge, was $10
      million, vs. net income of $6 million, in 3Q03.

   -- Net income was $12 million, before the $25 million tax
      charge, a $3 million restructuring benefit ($2 million after
      tax), and $2 million of Other Income, net ($1 million after
      tax). This compares to net income of $3 million, in 3Q03,
      before $3 million ($2 million after tax) of accelerated
      interest benefits and $1 million (before and after tax) of
      Other Expense, net.

   -- Net sales increased 19% to $206 million vs. 3Q03, primarily
      due to:

         -- Higher graphite electrode shipments, 55.8 thousand
            metric tons in the typically weaker third quarter (12%
            higher vs. 3Q03 and the same as in 2Q04);

         -- Higher average sales revenue per metric ton of
            graphite electrode (7% higher vs. 3Q03), including the
            impact of net changes in currency exchange rates; and

         -- Higher electronic thermal management (ETM) sales,
            $3 million versus less than a half a million dollars
            in 3Q03.

   -- Gross profit increased over 30% to $54 million vs. $41
      million in 3Q03.

   -- EBITDA was $38 million ($36 million before $2 million of
      Other Income, net), 65% higher than $23 million ($24 million
      before $1 million of Other Expense, net) in 3Q03.

   -- Cash flow from operations increased to $10 million after
      $19 million of bond interest payments and $3 million of
      antitrust payments. Net debt declined $4 million from
      June 30, 2004 to $616 million at September 30, 2004.

   -- Announced price increases for standard size melter graphite
      electrodes used in large electric arc steel melting furnaces
      to $3,500/Euro 2,800 per metric ton, effective for new
      orders as of November 1, 2004.

   -- Increased graphite electrode production capacity to over
      230,000 metric tons (from 220,000 metric tons), three months
      ahead of schedule. Commenced programs targeting 250,000
      metric tons of graphite electrode capacity by the end of
      2005, consistent with GTI's strategic growth initiatives.

   -- Won SpreaderShield(TM) ETM product approvals in two new
      ultra light laptops, including first Dell application win
      for GTI.

   -- GRAFCELL(R) advanced flexible graphite materials are used in
      the Ballard(R) fuel cells that are powering the recently
      unveiled Ford Focus vehicles under the U.S. Department of
      Energy's Hydrogen Economy Initiative demonstration program.
      Nearly half of the DOE's announced fleets will be Ford and
      DaimlerChrysler vehicles (120), all powered with Ballard®
      fuel cells and all containing GRAFCELL.

                        Year To Date Summary

Craig Shular, Chief Executive Officer of GTI, commented, "We
continue delivering improved year over year performance, despite
the upward cost pressures experienced in 2004. All of our
businesses delivered improved net sales. Our six existing graphite
electrode facilities operated at record levels, driving up our
productivity and increasing our output to an annual production run
rate of over 230 thousand metric tons. Our market segmentation
efforts, improved product quality and broader product offerings
have allowed us to maintain high utilization levels. We also
delivered more wins in our ETM business. Winning a Dell
application was particularly rewarding, given over 12 months of
effort invested in the project and Dell's increasing expansion
into broader consumer electronic applications."

Mr. Shular concluded, "Reducing the variability of, and risks to,
our cost structure remains a priority for our team. We are
incurring higher costs for investments in resources, global work
processes and new information technology systems, including higher
than expected costs for Sarbanes-Oxley compliance efforts. These
investments are, however, critical for strengthening our platform
and supporting strategic growth initiatives required to deliver
larger, sustainable cash flows. We are also investing in, among
others, two additional productivity initiatives in South Africa
and France. These two initiatives build on the success of our
Spanish expansion, where we now have the largest facility in
Europe at 55 thousand metric tons of annual capacity (second in
the world only to our 60 thousand metric ton Mexican facility).
When complete at the end of 2005, we expect to have the four
largest graphite electrode facilities in the world, with an
annual, global capacity of over 250 thousand metric tons."

               Synthetic Graphite Line of Business

(Graphite electrodes, cathodes and advanced graphite materials)

The synthetic graphite line of business had net sales of
$184 million in the 2004 third quarter as compared to $155 million
in the 2003 third quarter. The increase of approximately 18 % was
primarily due to higher net sales of graphite electrodes. The
average sales revenue per metric ton of graphite electrodes in the
2004 third quarter was $2,501 as compared to $2,340 in the 2003
third quarter. Approximately one-third of the increase was due to
the benefits of net changes in currency exchange rates. Graphite
electrode sales volume was 55.8 thousand metric tons, 12 percent
higher than in the 2003 third quarter, as a result of higher
demand from a strong steel industry.

Gross profit of the synthetic line of business was $47 million in
the 2004 third quarter, 27 percent higher than in the same period
in 2003. The increase was primarily due to higher net sales and
improved productivity throughout our manufacturing network. Gross
profit also benefited from favorable changes in product mix in the
advanced graphite materials business. These improvements were
partially offset by continued upward pressure on energy and raw
material costs, higher freight costs and the negative impact of
net changes in currency exchange rates on costs. Gross margin for
the synthetic graphite line of business was 25.5 percent in the
2004 third quarter as compared to 23.7 percent in the 2003 third
quarter.

GTI raised global prices for standard size melter graphite
electrodes to $3,500/Euro 2,800, effective for new orders as of
November 1, 2004. This price increase will not materially impact
2004 results. This price increase does not apply to non ultra high
power graphite electrodes used in ladle furnaces or non-ferrous
applications.

For 2005, GTI has booked approximately 60 percent of its
anticipated graphite electrode sales volume, approximately two-
thirds of which is melter graphite electrodes. These bookings are
a higher percentage than would typically be booked through October
due to steel customers advancing their 2005 bidding process as a
result of strength in the steel industry and continued
supply/demand tightness for graphite electrodes. The order book
includes:

   -- South Africa, which represents approximately 10 to 12
      percent of GTI's total 2005 order book, including ladle
      furnace and non-ferrous applications. GTI previously
      announced average price increases in this region of
      approximately $125 per metric ton.

   -- GTI has secured approximately an average $325 per metric ton
      price increase on the booked standard and super size melter
      graphite electrodes used in large, electric arc steel
      furnaces, primarily in North America, or approximately 13%
      over the average 2004 price for melter electrodes.

   -- The remaining business booked to date represents other
      graphite electrode product application segments, where we
      have targeted growth, primarily representing less demanding
      ferrous and certain non-ferrous applications. Prices in
      these segments tend to be lower than the melter segment and
      reduce the average graphite electrode revenue per metric
      ton.

   -- The balance of GTI's 2005 order book will be filled
      primarily by business in Europe, Asia and the Middle East.
      Historically, graphite electrode prices in Asia tend to be
      lower than in other regions.

Based on the order book filled to date, GTI expects contracted
average revenue per metric ton of graphite electrodes to be
between $2,700 to $2,800 in 2005.

                    Other Lines of Business

(Natural graphite (AET) and advanced carbon materials lines of
business)

Net sales for GTI's other businesses were $22 million in the 2004
third quarter as compared to $18 million in the 2003 third
quarter. The increase in net sales was primarily due to an
increase in ETM sales of over $2 million from the 2003 third
quarter, to $3 million, and higher sales volume of carbon
refractory products. Gross profit increased to $7 million, or 29.2
percent of net sales, as compared to $4 million, or 23.5 percent
of net sales, in the 2003 third quarter primarily as a result of
higher net sales and favorable changes in product mix. The strong
carbon refractory sales volume and related gross profit is not
expected to recur in the 2004 fourth quarter due to customer order
patterns.

             Electronic Thermal Management Highlights

GTI's SpreaderShiel(TM) product continues to gain new approvals in
demanding portable applications. SpreaderShield products were
approved for two new ultra lightweight portable laptops for Dell
and Samsung. Including these two new approvals, GTI has achieved 6
product approvals in ultra lightweight laptops. ETM net sales were
approximately $8 million for the first nine months of 2004, and
GTI is targeting approximately $12 million of net sales for ETM in
2004 as compared to $2 million in 2003.

GTI has accelerated the hiring of various resources, including
marketing, sales and product development personnel. GTI has a
formal targeted hiring plan to grow the Advanced Energy Technology
team from approximately 140 employees to close to 200 employees
over the next 18 months. These resources will focus on continued
growth of the ETM business as GTI continues to leverage its
successes to penetrate new customers and applications and identify
new market opportunities.

Fuel Cell Developments

Ford Motor Company recently unveiled its first production vehicles
powered with Ballard(R) fuel cells for use under the DOE's
Hydrogen Economy Initiative. GTI's GRAFCELL(R) advanced flexible
graphite materials are used in these fuel cells. Ballard,
DaimlerChrysler and Ford continue to lead the industry in fuel
cell development, as they place the largest fleets of fuel cell
vehicles in the hands of customers. Nearly half of the DOE's
announced fleets under the Initiative will be Ford and
DaimlerChrysler vehicles, all powered with Ballard(R) fuel cells
and all utilizing GTI's materials. Ballard fuel cell modules power
approximately 85 percent of fuel cell vehicles announced in the
marketplace. GTI is partnered with Ballard Power Systems under a
long term, exclusive supply arrangement through 2016.

Corporate

Selling, general and administrative and research and development
expenses were $27 million in the 2004 third quarter as compared to
$24 million in the 2003 third quarter. As previously disclosed,
the increase primarily resulted from investments to improve global
business processes, including new information systems and
Sarbanes-Oxley compliance efforts, and from the acceleration of
investments in growth businesses. Selling, general and
administrative and research and development expenses in the 2004
fourth quarter are expected to be approximately $28 million to $29
million.

The changes in business processes, including Sarbanes-Oxley
compliance efforts, are significant and have resulted in
modifications to GTI's implementation plans that result in higher
estimated systems implementation costs of about $2 million to $3
million. In addition, the aggregate costs for internal and
external services associated with Sarbanes-Oxley compliance
efforts are expected to be approximately $4 million. These higher
costs are expected to occur primarily from the third quarter of
2004 through the first quarter of 2005.

GTI continues to implement global business and work process
transformations, including finance and accounting, procurement,
order fulfillment, and corresponding enhancements in its internal
control structure, including testing and remediation under Section
404 of the Sarbanes-Oxley Act. GTI is currently in the process of
implementing an enterprise-wide information technology system.
Implementation is being undertaken in phases, with completion
scheduled for the end of 2005. During the 2004 third quarter, GTI
completed implementation in France and Switzerland. During 2003
and the 2004 first half, implementation in Spain and the United
States was completed. GTI also completed the implementation of
global advanced planning and scheduling systems, global treasury
and electronic banking systems and global shared service centers
in Mexico and Canada. These events are changing how transactions
are processed and the individuals or locations responsible for
transaction processing. These programs are essential for
supporting and accelerating planned growth, both in ETM and other
global businesses, and are part of GTI's global productivity
improvement initiatives.

Other Income, net, was $2 million in the 2004 third quarter and
consisted primarily of approximately $3 million of income from the
impact of net changes in currency exchange rates, primarily due to
non-cash gains from the impact of changes in currency exchange
rates on euro-denominated intercompany loans, and a $3 million
gain on the sale of assets, partially offset by a $2 million
negative mark-to-market adjustment on interest rate caps and
approximately $1 million of expense for certain property
maintenance and environmental work at various facilities. Other
Expense, net, was $1 million in the 2003 third quarter. Net
impacts of changes in currency exchange rates, including impacts
on euro-dominated intercompany loans, were nominal in the 2003
third quarter.

GTI recorded a net restructuring benefit of $3 million in the 2004
third quarter, primarily due to a $4 million reduction in
restructuring cost estimates associated with the closure of its
graphite electrode operations in Italy, partially offset by $1
million of new restructuring charges relating to the exit from
GTI's UK location.

Under its asset sale program, GTI sold non-strategic assets at its
UK location for approximately $4 million. As a result of the
transaction, GTI recorded a gain on the sale of $3 million,
included in Other Income, net, and a $1 million restructuring
charge to exit activities at the location. GTI also sold $1
million of other assets in the 2004 third quarter.

Interest expense was $10 million in the 2004 third quarter.
Interest expense is expected to be about $11 million in the 2004
fourth quarter due to rising interest rates.

As previously announced, the Company elected and implemented a tax
planning strategy that, together with the recent enactment of the
American Jobs Creation Act of 2004 and other planning efforts,
accelerates the use of certain tax assets and reduces the expected
cash tax rate in 2005. The strategy accelerates approximately $214
million of taxable income to the U.S. through a standard election
(commonly referred to as "Check the Box") that results in the
utilization of approximately $30 million of deferred tax assets,
of which approximately $23 million are foreign tax credits. This
results in a non-cash tax charge of $25 million in the third
quarter, lower than the previously announced estimate of $50
million primarily due to modifications in the plan resulting
primarily from the new tax law and the finalization of the
estimate. Excluding special charges, the effective income tax rate
was approximately 33 percent for the nine months ended September
30, 2004. The effective future tax rate for accounting purposes is
still anticipated to be approximately 35 percent.

Cash flow from operations increased to $10 million in the 2004
third quarter, including $19 million of bond interest payments and
$3 million of antitrust payments. Cash flow from investing
activities included a use of $10 million for capital expenditures
and a source of $5 million from the successful completion of non-
strategic asset sales. Net debt declined by $4 million from June
30, 2004 to $616 million at September 30, 2004. (See attached
reconciliation.) Capital expenditures are expected to be
approximately $55 million for the 2004 full year.

                             Outlook

Mr. Shular commented on the outlook, "The steel market remains
strong and our 2004 graphite electrode order book is full. The
outlook for 2005 is positive. We are actively building our 2005
order book for graphite electrodes and, based on the orders booked
to date, estimate 2005 average contracted graphite electrode
prices of $2,700 to $2,800 per metric ton. On the cost side, we
continue to direct our efforts toward offsetting the escalation in
our energy and raw material input costs. To date, we have secured
approximately 95 percent of our 2005 needle coke volume
requirements and locked in price on approximately 90 percent of
that volume. The needle coke market remains tight and we have
recently seen spot coke price increases quoted in excess of 20
percent. We expect our average needle coke prices to increase 10
percent to 15 percent in 2005, depending on product mix. We
continue to work on securing other key raw material input volumes
and costs for 2005."

Mr. Shular continued, "For the 2004 fourth quarter, graphite
electrode sales volume is projected to be 56,000 to 58,000 metric
tons. We expect earnings per diluted share, excluding
restructuring charges and Other Income/Expense, net, to be between
$0.11 and $0.13. Note that this earnings guidance excludes the
future impact of 13.6 million shares underlying GTI's contingent
convertible debt which would reduce 2004 fourth quarter earnings
per share guidance by $0.01 per share and 2004 diluted earnings
per share guidance by approximately $0.04-$0.05, as previously
disclosed."

In conjunction with this earnings release, you are invited to
listen to our earnings call being held today at 11:00 a.m. EDT.
The dial-in number is 800-240-6709 for domestic and 303-262-2190
for international. The conference call will be recorded and replay
will be available for 72 hours following the call by dialing 800-
405-2236 for domestic and 303-590-3000 for international, pass
code 11011318#. If you are unable to listen to the call or replay,
the call will be archived and available for replay within one day
of the original broadcast on our website at
http://www.graftech.com/under the Investor Relations section.

                        About the Company

GrafTech International Ltd. is one of the world's largest
manufacturers and providers of high quality synthetic and natural
graphite and carbon based products and technical and research and
development services, with customers in about 60 countries engaged
in the manufacture of steel, aluminum, silicon metal, automotive
products and electronics. We manufacture graphite electrodes and
cathodes, products essential to the production of electric arc
furnace steel and aluminum. We also manufacture thermal
management, fuel cell and other specialty graphite and carbon
products for, and provide services to, the electronics, power
generation, semiconductor, transportation, petrochemical and other
metals markets. We are the leading manufacturer in all of our
major product lines, with 13 state of the art manufacturing
facilities strategically located on four continents. GRAFCELL(R),
GRAFOIL(R), and eGRAF(R) are our registered trademarks. For
additional information on GrafTech International, call 302-778-
8227 or visit our website at http://www.graftech.com/For
additional information on our subsidiary, Advanced Energy
Technology Inc., call 216-529-3777.

At Sept. 30, 2004, GrafTech's balance sheet showed a $75 million
stockholders' deficit, compared to a $128 million deficit at
Dec. 31, 2003.


GREAT PLAINS: Names Shahid Malik Strategic Energy's Pres. & CEO
---------------------------------------------------------------
Great Plains Energy (NYSE: GXP) appointed Shahid Malik as the
President and CEO of Strategic Energy, LLC, effective November 10.
He will report to Michael J. Chesser, Chairman and CEO of Great
Plains Energy. Headquartered in Pittsburgh, Strategic Energy is a
leading competitive electricity supplier and a subsidiary of Great
Plains Energy. Mr. Malik succeeds Rick Zomnir who, as previously
announced, will resign.

Mr. Chesser remarked on Mr. Malik's appointment: "We are excited
to have Shahid lead our strong management team at Strategic
Energy. His wide range of experience in the industry will help
drive our subsidiary's growth and expansion in new and existing
deregulated markets. He has a proven track record in providing
strategic direction to complex businesses while maintaining a core
philosophy of high values and integrity."

Mr. Malik comes to Strategic Energy with over 20 years of
experience in the energy industry including executive positions
with Reliant Energy Wholesale Group, Entergy Corporation, Ferrell
North America and British Petroleum PLC. He most recently was a
Partner with Sirius Solutions LLP focusing on strategic risk
management practices.

He holds a Bachelor of Arts degree in Economics from the
University of Manchester, Manchester, England, and an MBA from
Rice University, Houston.

                        About the Company

Great Plains Energy Incorporated (NYSE: GXP), headquartered in
Kansas City, MO, is the holding company for Kansas City Power &
Light Company, a leading regulated provider of electricity in the
Midwest; and Strategic Energy, LLC, a competitive electricity
supplier. The Company's Web site is www.greatplainsenergy.com

                          *     *     *

As reported in the Troubled Company Reporter's June 8, 2004
edition, Standard & Poor's Ratings Services assigned its
preliminary rating of 'BBB-' to Great Plains Energy Inc.'s senior
and subordinated unsecured debt securities, and 'BB+' to the
trust-preferred securities filed by the energy holding company
under a $648.2 million shelf registration filed with the SEC on
April 15, 2004.

At the same time, Standard & Poor's affirmed the company's
ratings, including the 'BBB' corporate credit rating. The
affirmation incorporates the expectation that a significant
portion of any debt issuance under the shelf will be used for debt
refinancing or repayment. The outlook is stable.


HALLIBURTON: Public Pension Funds Want to Nominate Directors
------------------------------------------------------------
Two of the nation's largest and most influential public pension
funds have jointly filed a shareholder proposal to give
shareowners the right to nominate directors at Halliburton Company
(NYSE: HAL).

The proposal calls for the use of the company proxy to nominate up
to two directors by a group of shareowners on Halliburton's 11-
member board.  The proposal's sponsors are the American Federation
of State, County, and Municipal Employees Pension Fund (AFSCME)
and the Connecticut Retirement Plans and Trust Funds (CRPTF).

"The current situation at Halliburton represents the worst of
corporate America: cooking the books, doing business with
terrorist states and cutting deals of questionable legality with
oppressive regimes around the world.  The Halliburton board has
failed to properly monitor the company, leading to a drop in the
overall value of the company of more than $3 billion over five
years. Proxy access would hold the board accountable and bring
fresh board perspectives to help address these issues," said
Gerald W. McEntee, chair of the AFSCME Employee Pension Fund.

Mr. McEntee added that shareholders will be hurt if Halliburton is
convicted under the Foreign Corrupt Practices Act since government
contracts make up a large portion of Halliburton's revenues, and a
conviction would ban the company from bidding on federal
contracts.

Investigations continue into charges that the company over-billed
the Defense Department for activities in Iraq.  The Department of
Justice and the Securities and Exchange Commission are
investigating alleged Nigerian bribes that may have violated the
U.S. Foreign Corrupt Practices Act.  A grand jury in Houston is
investigating Halliburton's use of a Cayman Islands subsidiary to
do business in Iran, which is a prohibited practice for U.S.
companies.

"Halliburton shareholders have seen a substantial decline in
shareholder equity starting with the acquisition of Dresser
Industries in 1998 for $7.7 billion, a company that was later
found to have been saddled with enormous asbestos liability.
Unfortunately for Halliburton shareholders, this fact was not
disclosed until months after the merger was completed.
Halliburton's stock closed at $46.50 the day the Dresser deal was
announced; last December when Dresser filed for bankruptcy,
Halliburton stock closed at $25.14 -- a decline of nearly 46% over
less than five years.

Earlier this year the SEC fined Halliburton $7.5 million for
secretly changing its accounting procedures in 1998 with the help
of its auditor, Arthur Andersen.

"With the company's reputation in shambles, proxy access is an
appropriate shareholders tool.  Sub-par Company performance
coupled with ongoing reputation damages from company missteps make
the case for shareholder input," Mr. McEntee said.

The ability for shareowners to nominate directors to corporate
boards has been at the forefront of the corporate governance
debate in recent months and sits before the SEC awaiting a final
decision.

"The election of directors is one of the most powerful ways that
shareholders can influence the strategic direction of a company,"
said Connecticut State Treasurer Denise L. Nappier.  "We have seen
too many board members at too many companies that have failed to
adequately fulfill their responsibilities and have not been acting
in the best interests of shareholders.  Access to the company's
proxy ballot is the best mechanism to change that."

Currently, shareowners are largely shut out of the system of
nominating directors, with incumbent boards determining whom to
nominate and shareowners left to ratify choices through their
proxies.  Even if shareowners wanted to bankroll their own proxy
materials to advance director candidates, the expense puts the
option out of reach.

The shareholder proposal filed at Halliburton is similar to one
put forth by AFSCME and other public pension funds earlier this
fall at Disney for the 2005 annual meeting, and last year at the
Marsh & McLennan Companies, where an independent director put
forth by shareholders was elected to the board following news of
scandals at its Putnam subsidiary.

                       About Halliburton

Halliburton, founded in 1919, is one of the world's largest
providers of products to the petroleum and energy industries. The
company serves its customers with a broad range of products and
services through its Energy Services Group and Engineering and
Construction Group business segments.  The company's World Wide
Web site can be accessed at http://www.halliburton.com/


HOLLINGER INC: Amends Indentures & Gets Commitments for More Notes
------------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B) has received consents from
holders of a majority in aggregate principal amount of each of its
outstanding 11.875% Senior Secured Notes due 2011 and 11.875%
Second Priority Secured Notes due 2011 approving amendments to the
respective indentures governing the Senior Notes and the Second
Priority Notes.

Hollinger has executed supplemental indentures to the Indentures
which permit, among other things, the retirement of all
outstanding retractable common shares of Hollinger (other than
those held directly or indirectly by Ravelston) for cash pursuant
to the Going Private Transaction, retraction requests and/or
payments in respect of the due exercise of dissent rights of such
shares in connection with the Going Private Transaction and the
retirement of all outstanding Series II Preference Shares of
Hollinger for unencumbered shares of Class A common stock of
Hollinger International Inc. pursuant to the Going Private
Transaction and/or payments in respect of the due exercise of
dissent rights of such shares in connection with the Going Private
Transaction.

The amendments also permit Hollinger to incur additional
indebtedness in an aggregate amount outstanding not to exceed
US$40 million through the issuance of Second Priority Notes. The
supplemental indentures will become effective if, and only if, all
necessary corporate and regulatory approvals in connection with
the consolidation of the outstanding retractable common shares of
Hollinger have been obtained on or prior to March 31, 2005.

Hollinger also announced it has received binding commitments for
the issuance and sale of up to US$40 million in aggregate
principal amount of Second Priority Notes at 100% of the face
amount. Hollinger will be able to draw down on these commitments
if, and only if, the Common Share Approvals have been obtained on
or prior to March 31, 2005. The net proceeds from the sale of the
Second Priority Notes will be used solely for payments in
connection with the Going Private Transaction and payments
ancillary thereto or necessary in connection therewith.

Peter G. White, Co-Chief Operating Officer of Hollinger, said, "We
are extremely pleased to have successfully reached an agreement
with our noteholders regarding consents which will give Hollinger
and its shareholders an opportunity to consider the privatization
proposal and to obtain commitments for the necessary financing
associated with the privatization."

Hollinger has agreed to pay all holders of Senior Notes and Second
Priority Notes, whether they have tendered a consent or not, a fee
of US$5 in cash per US$1,000 principal amount of Notes,
conditional upon the Common Share Approvals having been obtained
on or prior to March 31, 2005. If such approvals are not obtained
on or prior to March 31, 2005, no fee will be paid to noteholders.
The record date to determine holders entitled to receive the
conditional consent fee is October 21, 2004. As of the record
date, US$78 million principal amount of the Senior Notes and US$15
million principal amount of the Second Priority Notes were
outstanding.

Hollinger has further agreed to pay the parties who have committed
to purchase the additional Second Priority Notes a commitment fee
of 1% of the principal amount of Second Priority Notes committed
to be purchased and a draw-down fee (which draw-down fee is
payable if, and only if, the Common Share Approvals have been
obtained on or prior to March 31, 2005 and Hollinger draws down on
the commitments) of 1.5% of the principal amount of Second
Priority Notes committed to be purchased.

The Second Priority Notes, if and when issued, will be guaranteed
by Ravelston Management Inc., a wholly-owned subsidiary of
Ravelston, and by an indirect wholly-owned subsidiary of
Hollinger. The Second Priority Notes are secured by a second
priority lien on the collateral securing the Senior Notes, which
includes 14.99 million shares of Class B common stock of Hollinger
International Inc. owned, directly and indirectly, by Hollinger.

            Monetization of Non-Core Real Estate Assets

Hollinger also reported that it and two of its direct and
indirect subsidiaries have entered into a non-binding commitment
with an arm's length lender with respect to bridge credit
facilities with a term of 12 months providing up to C$16.0 million
in borrowings, which credit facilities may only be drawn down if,
among other things, the Common Share Approvals have been obtained.
Interest on amounts if and when drawn under the credit facilities
will be charged at a variable annual rate of the CIBC prime
lending rate plus 4% for any amount outstanding during the first
six months of the applicable term and the CIBC prime lending rate
plus 6% for any amount outstanding during the next six months of
the applicable term. Hollinger and certain of its subsidiaries
will be providing security to the lender in support of the credit
facilities, including first priority mortgages on certain real
estate assets owned by certain of Hollinger's subsidiaries.
Hollinger has agreed to pay the lender a work fee of C$150,000
and, if and only if the credit facilities are drawn upon, a draw
down fee of 5% of the aggregate amount of the credit facilities
(less the work fee).

                        Retraction Status

The Board considered Hollinger's ability to honour retractions of
its outstanding retractable common shares and Series II Preference
Shares. After careful deliberation, the Board concluded that,
effective October 28, 2004, it is in a position to begin honouring
retractions of its Series II Preference Shares.

The Board further concluded that it remains unable to complete
retractions of any retractable common shares submitted after
May 31, 2004 without unduly impairing its liquidity. Therefore,
retractions of Hollinger's outstanding retractable common shares
submitted after such date continue to be suspended until further
notice. Retractions of any retractable common shares which are not
withdrawn will be completed if and when Hollinger's liquidity
position permits. Pending completion of retractions, holders do
not become creditors of Hollinger but remain as shareholders.

If the Common Share Approvals are obtained and the commitments for
additional Second Priority Notes and the bridge credit facilities
are drawn upon, Hollinger anticipates it will be in a position to
begin honouring retractions of its retractable common shares prior
to the completion of the Going Private Transaction.

Holders may exercise their right to retract their Series II
Preference Shares or withdraw their previously submitted
retraction notices in respect of their retractable common shares
at any time. In order to exercise their retraction or withdrawal
right, holders should contact the Computershare Call Centre -
Shareholder Services at 1 (800) 564-6253.

                        About the Company

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 nglish-
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.  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: Ravelston Corp. Proposes Share Consolidation
-----------------------------------------------------------
Hollinger Inc.'s (TSX: HLG.C; HLG.PR.B) board of directors was
formally advised in writing by its Chairman and Chief Executive
Officer, Conrad (Lord) Black, of a proposal by The Ravelston
Corporation Limited, Hollinger's controlling shareholder, for a
proposed going private transaction involving Hollinger.  The
proposed transaction would be structured as a consolidation of the
outstanding retractable common shares and Series II Preference
Shares of Hollinger.  Upon completion of the Going Private
Transaction, the sole shareholder of Hollinger would be Ravelston,
directly or indirectly.  The consideration to be paid to
shareholders has not yet been determined and, once proposed by
Ravelston, will be reviewed by a committee of independent
directors, which will retain independent legal and financial
advisors to assist it in that review.  The proposed transaction
will also be subject to approval by a majority of Hollinger's
minority shareholders.

Following receipt of Ravelston's written intention with respect to
the Going Private Transaction, the Board established a committee
of independent directors, comprised of Messrs. Gordon W. Walker,
QC, Robert J. Metcalfe and Allan Wakefield, to consider, evaluate
and make a recommendation to the Board concerning the proposed
Going Private Transaction.  The Independent Privatization
Committee was further empowered to, among other things, consider
and advise the Board whether, in their opinion, the proposed Going
Private Transaction is in the best interests of Hollinger, the
holders of its retractable common shares and/or the holders of its
Series II Preference Shares.  In this regard, the Independent
Privatization Committee will engage independent financial and
legal advisors.

Hollinger Chairman and Chief Executive Officer, Conrad Black,
said, "We are interested in pursuing a transaction that will
benefit all minority shareholders of Hollinger Inc. and are
committed to doing so.  We have made substantial progress, through
two refinancings of the company, in resolving its liquidity issues
and strengthening its balance sheet.  We now believe that taking
Hollinger Inc. private is the best way for the company to proceed
with the next stage of its development."

Robert J. Metcalfe, a member of the Independent Privatization
Committee, said, "We look forward to reviewing the terms of the
proposed transaction.  We will carefully examine it, with the
assistance of outside legal and financial advisers, so that we can
make an independent recommendation as to whether we believe it is
in the best interests of Hollinger and its minority shareholders.
We are very pleased with the progress that has been made to date."

The consideration for each retractable common share and Series II
Preference Share of Hollinger in connection with the proposed
Going Private Transaction has not yet been determined.  Oct. 27's
closing price per retractable common share and Series II
Preference Share on the Toronto Stock Exchange was C$4.20 and
C$8.99, respectively.  Since August 19, 2004, the retraction price
of the retractable common shares of Hollinger is C$7.25 per share.
Each Series II Preference Share of Hollinger is retractable into
0.46 shares of Class A common stock of Hollinger International
Inc. owned directly or indirectly by Hollinger (which Class A
shares are currently being held in escrow with a licensed trust
company in support of retractions of Series II Preference Shares).
The Independent Privatization Committee, in accordance with its
mandate and applicable securities laws, will be requesting its
independent financial advisors to provide it and the Board with a
fairness opinion and formal valuation of the outstanding
retractable common shares and Series II Preference Shares.
Details of the fairness opinion and formal valuation will be
provided in the management proxy circular to be sent to
shareholders in connection with the special meeting.

The proposed Going Private Transaction will be subject to the
approval of the holders of the outstanding retractable common
shares and Series II Preference Shares of Hollinger, voting
separately as a class, at a special meeting of shareholders and
will also be subject to receipt of all necessary regulatory,
corporate and other approvals.  Thereafter, Hollinger would
consolidate its outstanding:

   (a) retractable common shares at a ratio which would result in
       Ravelston being the sole holder of retractable common
       shares; and

   (b) Series II Preference Shares at a ratio which would result
       in no remaining holders of Series II Preference Shares.

Holders of outstanding retractable common shares and Series
II Preference Shares of Hollinger who would not receive at least
one full new share as a result of the consolidation would be
compensated for the number of shares held prior to the
consolidation.  Any failure to obtain the approval of the holders
of the Series II Preference Shares at the special meeting would
not prevent the consolidation of the retractable common shares
from proceeding, if approved by such common shareholders.

A special meeting of holders of outstanding retractable common
shares and Series II Preference Shares of Hollinger will be called
to consider and approve the proposed consolidation.  If the
consolidation is approved at the special meeting, Hollinger would
amend its articles to implement the proposed consolidation and
would subsequently de-list its retractable common shares and
Series II Preference Shares from the Toronto Stock Exchange and
apply to cease to be a reporting issuer in Canada, reverting to
private company status.

                  Ravelston Reimbursement of Fees

Ravelston informed the Board that if the Common Share Approvals
are not obtained for any reason such that the Going Private
Transaction does not proceed, Ravelston will reimburse Hollinger,
on a secured basis, for substantially all of the fees and expenses
incurred by Hollinger in connection with the amendments to the
Indentures and obtaining the commitments for the additional Second
Priority Notes.


                        About the Company

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 nglish-
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.  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.


INTEGRATED ELECTRICAL: Filing Annual Report with SEC by Dec. 14
---------------------------------------------------------------
Integrated Electrical Services, Inc. (NYSE: IES) expects to file
third quarter and year-end financial results on form 10-K with the
Securities and Exchange Commission in a timely manner on or before
Dec. 14, 2004.  The company's auditors are currently performing
their year-end audit procedures.

                     Fourth Quarter Outlook

Roddy Allen, IES' CEO, stated, "IES expects to report a net loss
for the fourth quarter ended September 30, 2004.  Included in this
expected loss are additional legal, audit and corporate expenses
related to the delay of IES' third quarter earnings, as well as
severance costs and the adjustment of inventory carrying values at
certain locations.  IES also continued to experience margin
pressure on fixed price contracts as a result of the ongoing
volatility in copper, steel and fuel prices.  Additionally,
disruptions to our business as a result of the delayed filing of
the company's third quarter financial results and the
underperformance of some of our subsidiaries impacted financial
performance.

"Although we had no financial guidance in effect, we indicated on
August 13, 2004 that we expected the fourth quarter and full
fiscal year to be profitable.  We still expect to report positive
earnings for the full year prior to:

     (i) any goodwill impairment charge resulting from the sale of
         assets

    (ii) any additional tax valuation allowances established or

   (iii) an accrual for the previously announced verdict returned
         against the company in a lawsuit in Harris County, Texas.

On October 18, the parties in that lawsuit were directed to
mediation by the judge presiding over the case, and to date, no
judgment has been entered in that case."

                     Strategic Realignment

As part of a continuing strategic review of all its business units
and processes, the company has evaluated individual business unit
performance measures including:

   -- consistency of profitability;

   -- return on capital;

   -- percentage of bonded work; and

   -- market and execution risk. As a result, a number of
      commercial businesses have been identified for sale.
      Discussions have begun with potential buyers.

Mr. Allen stated, "During the review of our nationwide operations,
we identified several businesses for sale, representing
approximately $289 million in aggregate revenues and approximately
$13.1 million in total operating losses in fiscal 2004.  Over the
last several years, IES has focused primarily on growing the
company, further expanding its national footprint and being well
positioned for the expected upturn in commercial and industrial
construction spending.  While those growth efforts have been
successful in many of our subsidiaries, the performance of some
subsidiaries prevented that success from being realized on a
company-wide basis.

"We believe IES will be a more profitable entity that can generate
a higher return on capital for investors after we divest those
businesses that do not meet acceptable standards for future cash
flows and return on invested capital.  IES will provide an update
on this process as we move forward with specific transactions,"
added Allen.

         Status of Internal and Independent External Reviews

The internal and independent external reviews discussed in an
August 13, 2004 press release have been substantially completed.
The reviews concluded that the issues previously announced at two
subsidiaries were not widespread.  Nonetheless, the company has
decided to modify its processes and control functions throughout
all of its business units to improve its controls and
accountability and to address material weaknesses.  Among the
changes, regional controllers now report directly to IES' chief
accounting officer, and IES has implemented new training programs
for employees responsible for financial reporting. IES believes
these changes allow it to better enforce controls and identify
potential issues more quickly in the future.

           Seeks Amendment to Senior Secured Credit Facility

IES believes that the expected fourth quarter results, the planned
divestitures, and other matters described in this press release
will require an amendment to its existing credit facility.
Accordingly, it has begun preliminary discussions with its lender
group in that regard.  The company believes that it will be able
to obtain the appropriate amendments or waivers.

                        About the Company

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

                          *     *     *

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

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

   * Senior Implied, downgraded to B1 from Ba3;

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

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

On August 2, 2004, Integrated Electrical said it was rescheduling
its fiscal 2004 third quarter earnings release and conference call
due to its ongoing evaluation of certain large and complex
projects at one subsidiary that experienced project management
changes in the latter part of the third quarter.  On Aug. 13,
2004, the company announced that it would be delaying the filing
of its fiscal 2004 third quarter 10-Q.  On Aug. 16, 2004, the
company disclosed that it had identified potential problems at one
of its subsidiaries and an additional issue in one contract at
another subsidiary.  This review resulted in adjustments to
operating income of $5.7 million.  Integrated Electrical's
auditors, Ernst & Young, advised the company that as a result of
these issues, there were material weaknesses in complying with
Sarbanes-Oxley and that the filing of the 10-Q would occur
simultaneously with the release of the fiscal 2004 year-end audit,
which is expected to occur on or before Dec. 15, 2004.
Furthermore, although the company received a waiver from the
senior subordinated bond holders through Dec. 15, 2004, failure to
file its fiscal 2004 third quarter 10-Q by this date could trigger
a default.  A notice of default under the senior subordinated
notes triggers a cross default under the bank credit agreement.

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

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

Moody's continued review will focus on Integrated Electrical's
progress in addressing weaknesses in its internal controls,
including integrating many disparate subsidiary companies into a
smoothly functioning national corporation and the methods employed
in properly estimating revenues, costs and percentage of
completion on contracts.  In addition, the review will address
Integrated Electrical's continuing relationships with its bank
group and surety provider, litigation risks, and the company's
ongoing liquidity.  Total liquidity, comprised of unrestricted
cash and revolver availability, is believed to currently total
over $50 million.


INTEGRATED HEALTH: R. Elkins Wants to Block Trust Distribution
--------------------------------------------------------------
As previously reported, IHS Liquidating, LLC, sought the United
States Bankruptcy Court for the District of Delaware's permission
to make interim distributions to the holders of allowed claims in
Classes 4 and 6 under the Plan.

IHS Liquidating has about $58,000,000 in funds in its bank
accounts, of which $35,000,000 is being held in reserve on account
of Excluded Administrative Expense Claims, Priority Tax Claims,
Other Priority Claims, Other Secured Claims and the expense
reserve for the estimated costs of administering the Debtors'
Chapter 11 cases to conclusion. IHS Liquidating also anticipates
at least $25,000,000 in additional distributable value through the
disposition and monetization of certain other limited assets.

Judge Walrath grants IHS Liquidating's request. Judge Walrath
emphasizes that if Briarwood files an objection to the Interim
Distribution Request, IHS Liquidating will be entitled to obtain
discovery from the Briarwood witnesses or deponents and Briarwood
will also be entitled to take discovery of IHS Liquidating,
commencing on October 18, 2004. However, if Briarwood does not
file any objection, then neither IHS Liquidating nor Briarwood
will be entitled to obtain any discovery. The Briarwood
Deponents' rights to object to the discovery requests are
preserved.

                      Robert Elkins Objects

Dr. Robert N. Elkins asks Judge Walrath to disallow the
distribution of funds to junior classes, until the extent and
validity of the Disputed Administrative Claims are determined.

On January 5, 2001, the Court approved an agreement between
Dr. Elkins, the IHS Debtors and the Official Committee of
Unsecured Creditors, whereby the IHS Debtors and their estates
released Dr. Elkins from all claims against him, other than claims
giving rise to a Loss arising from Wrongful Acts, as defined in
the IHS Debtors' policies of directors and officers liability
insurance, provided however, that a claim against Dr. Elkins is a
Released Claim for any amount in excess of what the Insurers under
those D&O Policies actually pay on account of the claims.  The
Court enjoined the prosecution of any Released Claims against Dr.
Elkins while the IHS Debtors and the Creditors Committee agreed
not to sue Dr. Elkins on any Released Claims.

The IHS Debtors' obligations under the Agreement are Excluded
Administrative Expense Claims that were assumed by IHS
Liquidating, LLC, pursuant to the IHS Plan.

On April 9, 2003, Dr. Elkins filed a proof of administrative claim
for the rights afforded him under the Agreement.  No objection has
been filed against Dr. Elkins' Administrative Claim.

Sherry Ruggiero, Esq., at Tybout, Redfearn & Pell, in Wilmington,
Delaware, tells the Court that the obligations of the IHS Debtors
and IHS Liquidating under the Agreement include the duty to
indemnify and hold Dr. Elkins harmless from all loss, cost or
expense arising from or related to the prosecution of Dr. Elkins'
Released Claims by any entity.  In addition, IHS Liquidating is
obligated to pay and advance defense costs Dr. Elkins incurs in
the Compensation Action being prosecuted by the Creditors
Committee on behalf of the IHS Debtors against Dr. Elkins and
other former IHS directors.  Both the IHS Debtors and IHS
Liquidating have made payments to Dr. Elkins from time to time of
his defense costs incurred in the Compensation Action, and in
accordance with the Agreement.

Dr. Elkins anticipates that substantial defense costs will be
incurred in the Compensation Action within the next 12 to 18
months, depending on trial schedules and assuming no settlement
can be reached.  IHS Liquidating, Ms. Ruggiero informs the Court,
is obligated to reimburse Dr. Elkins for his defense costs within
30 days after request.

Since the Insurers denied coverage for Dr. Elkins and the other
defendants in the Compensation Action, Dr. Elkins and the other
defendants brought suit in the Delaware Chancery Court seeking
declaration that the Insurers are liable to provide coverage.
The Chancery Court, by Order dated September 9, 2004, granted the
defendants' request for partial summary judgment, in certain
coverage issues.  The Order is now the subject of an interlocutory
appeal through which, if the Insurers prevail on appeal and the
denial of coverage is ultimately sustained, the claims asserted
against Dr. Elkins in the Compensation Action would constitute
Released Claims against which he would be entitled to be held
harmless and indemnified by IHS Liquidating.

"It appears from [IHS Liquidating's request] that there are
Administrative Claims asserted against [IHS Liquidating], the face
amount of which exceeds the funds which would be held by
[IHS Liquidating] if the Motion is granted," Ms. Ruggiero notes.

Ms. Ruggiero contends that, "[a] distribution to unsecured
creditors may interfere with or compromise [IHS Liquidating's]
ability to satisfy and pay in full all of its administrative
obligations, including its obligation to Elkins to pay his defense
costs in the Compensation Action and to indemnify him and hold him
harmless if any of the claims in the Compensation Action
ultimately turn out to be Released Claims because not paid by
insurance."

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)


INTERFACE INC: S&P Revises Outlook on B- Rating to Stable
---------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Atlanta,
Georgia-based carpet manufacturer Interface Inc. to stable from
negative.

At the same time, Standard & Poor's affirmed its ratings on
Interface, including its 'B-' corporate credit rating.  The
company's total debt outstanding at July 4, 2004, was about
$476 million.

"The outlook revision follows the company's announcement that it
will exit its owned Re:Source Americas dealer businesses, which
should reduce the company's cost structure.  In addition, the
revision reflects more favorable industry trends in Interface's
core floorcovering operations," said Standard & Poor's credit
analyst Susan Ding.

Standard & Poor's expects Interface to maintain its market
position in modular carpet tiles and to diversify its revenue
base.  Profitability and interest coverage are expected to improve
modestly in the intermediate term as the firm realizes the cost
savings from its anticipated divestiture and improving revenue
trends of its core business.


INTERNATIONAL SHIPHOLDING: 3rd Qtr. Net Income Narrows to $220K
---------------------------------------------------------------
International Shipholding Corporation (NYSE:ISH) reported results
for the three-month and nine-month periods ended September 30,
2004.  Net income for the three months ended September 30, 2004
was $220,000 as compared to a net loss of $1.644 million for the
three months ended September 30, 2003.  For the first nine months
of 2004, net income was $4.945 million as compared to net income
of $3.840 million for the same period of 2003.

The combined operating results for our LASH liner services during
the third quarter of 2004 were approximately in line with the
results for the same quarter of 2003 in spite of higher fuel costs
and unanticipated repairs.

Results for our time charter vessels showed improvement in the
third quarter of 2004 as compared to the same quarter of 2003
primarily as a result of the late 2003 sale of our multi-purpose
vessel which had operated unprofitably during the third quarter of
2003 following the termination of its charter to the U.S. Military
Sealift Command.  Conversely, the third quarter 2004 results for
our U.S. Flag Coal Carrier, ENERGY ENTERPRISE, were down from the
same quarter of 2003 as a result of the vessel being out of
service eight days in 2004 for unscheduled repairs.

Third quarter 2004 results for our vessel SULPHUR ENTERPRISE,
operating under a Contract of Affreightment, and results for our
Mexican Rail/Ferry Service were both down from the comparable
quarter of 2003 as a result of higher than anticipated operating
costs primarily due to machinery deficiencies, weather delays as
described below, and in the case of the Rail/Ferry Service, added
rail hire related to such delays on north and south bound rail
cargoes and higher fuel costs.

The third quarter 2004 results from our investments in a fleet of
cement carriers and two Capesize bulk carriers showed improvement
over the same quarter of 2003 due to a continuing strong market
and our increased investment in the Capesize bulk carriers from a
12-1/2% investment in four vessels to a 50% investment in two
vessels which occurred in late 2003.  These improvements were
partially offset in the third quarter of 2004 by poor results from
our insurance subsidiary which experienced higher than anticipated
hull and machinery claims for the current policy year.

Fleet wide, several of our vessels experienced weather delays
during the third quarter of 2004 as a result of hurricanes in the
Gulf of Mexico and South Atlantic which on a combined basis
negatively impacted the quarter by approximately $700,000 before
taxes.

For the first nine months of 2004, income from our LASH liner
service improved over the comparable period of 2003 primarily as a
result of improved cargo volume in our Transatlantic liner service
and in spite of higher fuel costs and weather delays.  However,
during the same period, we experienced a reduction in the results
of our time charter vessels as a result of our U.S. Flag Pure
Car/Truck Carriers carrying less supplemental cargoes which are in
addition to the time charter agreements.  The results of our U.S.
Flag Pure Car/Truck Carriers were further impacted by a casualty
on one vessel resulting in twenty-six unplanned out of service
days during the first nine months of 2004.  The results of our
U.S. Flag Coal Carrier were impacted by an accelerated drydock and
other required repair work and upgrading which resulted in the
vessel being out of service forty-three days in 2004 versus full
employment in 2003.  Results in the first nine months of 2004 for
our Rail/Ferry Service were down from 2003 primarily as a result
of higher operating costs due to unanticipated maintenance
problems, higher fuel costs, added rail hire, as described above,
and weather delays.

Results in the first nine months of 2004 were lower for our
insurance subsidiary which was negatively impacted by claims
associated with the second quarter casualty involving one of our
U.S. Flag Pure Car/Truck Carriers as well as higher than
anticipated hull and machinery claims for the current policy year.

Due to a continuing strong market, and the aforementioned increase
in ownership, our 50% investment in a company owning two newly
built Capesize bulk carriers and our minority interest in
companies owning and operating a fleet of cement vessels both
produced improved results in the first nine months of 2004 as
compared to the comparable period of 2003.

Depreciation Expense in the third quarter and nine months of 2004
was lower primarily as a result of the aforementioned sale of the
Company's multi-purpose vessel during the fourth quarter of 2003.

Interest Expense decreased in the quarter and nine month periods
of 2004 due to prepayments and regularly scheduled payments on
outstanding debt and lower interest rates.

During the third quarter of 2003, we incurred a loss on early
extinguishment of debt of approximately $2.6 million resulting
from a "make whole" prepayment penalty and write off of deferred
financing charges associated with the necessary prepayment of a
loan on the Company's U.S. Flag Coal Carrier in order to correct a
technical default as reported in previous filings.

The recently enacted American Jobs Creation Act of 2004, which
becomes effective for our company on January 1, 2005, will change
the United States tax treatment of our domestic and foreign
shipping operations.  The act will allow us to elect to replace
the normal corporate income tax structure on a portion of our
operations with a "tonnage tax," and will allow us to defer the
recognition of earnings on our foreign operations until those
earnings are repatriated.  We are currently analyzing the new law,
which we expect to materially reduce our effective tax rate.  Upon
completion of the analysis, we will, in due course, report its
conclusions.

                        About the Company

International Shipholding Corporation operates a diversified fleet
of United States and foreign flag vessels that provide
international and domestic maritime transportation services to
commercial and governmental customers primarily under medium- to
long-term charters or contracts through its subsidiaries

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 04, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on International Shipholding Corp. to 'B+' from 'BB-' and
senior unsecured rating to 'B-' from 'B'.  The outlook is stable.

"The rating action reflects concerns that International
Shipholding Corp.'s financial profile, while improving gradually,
will remain below previous expectations and at levels more
consistent with the revised rating," said Standard & Poor's credit
analyst Kenneth L. Farer.  The New Orleans, Louisiana-based
shipping company has about $300 million of lease-adjusted debt.

Ratings on International Shipholding Corp. reflect an aggressive
financial profile (characterized by significant debt leverage and
somewhat constrained liquidity), participation in the competitive
and capital-intensive shipping industry, and modest size of the
company.  Positive credit factors include the company's stable,
intermediate- to long-term ship charter agreements, which provide
a steady stream of revenue and cash flow, and its well-established
operations in niche segments of the shipping industry.  The
company provides specialized ocean transportation services using
U.S. and foreign flag vessels, ship charter brokerage, and ship
agency services.  International Shipholding's assets consist of 35
ocean-going vessels, 917 LASH (lighter aboard ship; combination
shipping/barge units) barges for use with its LASH vessels, and
various related handling facilities.

Until the second quarter of 2004, year-over-year revenues and
operating income had improved in each of the last five quarters,
and total debt levels have been reduced by approximately $40
million due to scheduled repayments and repurchase of a portion of
the company's unsecured notes at a discount.  However, these
modest improvements have had only a small positive affect on the
company's credit measures.  Although second-quarter financial
statements have not been released, reported revenues and earnings
for the second quarter of 2004 were below the comparable 2003
figures, due to an increase in the number of out-of-service days
and additional maintenance expenses.

For a given period, the company's revenues and expenses may
fluctuate substantially, depending on the mix of the charters and
contracts.  However, the contract nature of the company's business
segments results in revenues, earnings, and cash flow that are
fairly stable for an ocean shipping company.  Credit measures
continue to be depressed due to a fairly high debt burden and
associated interest expense.  For the 12 months ending March 31,
2004, funds from operations to debt was 17.6%, compared with
11.7% for 2002.  At March 31, 2004, lease-adjusted debt to capital
was 70.1%.  These measures are not expected to have changed
materially during the second quarter.  Standard & Poor's expects
International Shipholding's credit ratios to improve modestly over
the near-to-intermediate term with increasing freight volumes and
continued cost control, but remain overall fairly weak.

International Shipholding's credit ratios are expected to improve
modestly over the near-to-intermediate term with increasing
freight volumes and continued cost control.  However, upside
ratings potential is limited by the nature of the company's fixed-
rate charter contracts, participation in the capital-intensive and
competitive shipping industry, and aggressive financial profile.


IRON MOUNTAIN: S&P Assigns BB- Rating to New $150 Mil. Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to Iron Mountain Inc.'s new $150 million term loan D due
2011.  The amended credit facilities consist of a $350 million
revolving credit facility due 2009, a $200 million term loan C
due 2011, as well as the new $150 million term loan D.
The outlook is stable.

The rating is the same as the corporate credit rating.  The
proceeds from the new term loan D will be used to fund
acquisitions.  All existing ratings, including the 'BB-' corporate
credit rating, were affirmed.  Boston, Massachusetts-based Iron
Mountain had total debt total outstanding of $2.34 billion at
Sept. 30, 2004.

"The ratings reflect Iron Mountain's relatively high debt
leverage, limited debt capacity for large acquisitions, and
aggressive financial policies regarding its growth strategies,"
said Standard & Poor's credit analyst Andy Liu.  "These factors
are only partially offset by Iron Mountain's leading position as
the world's largest record management company, and its reasonably
stable growth from existing customers and new customer accounts,"
he added.

Iron Mountain enjoys a dominant market position and an established
footprint in less-developed European markets.  The December 2003
acquisition of the remaining 49.9% in Iron Mountain Europe Inc.
from Mentmore PLC provides Iron Mountain full access to Iron
Mountain's future cash flow and greater decision-making
flexibility.  The transaction followed the company's acquisition
of Hays PLC's information management services in July 2003, which
strengthened and expanded its presence in Europe.  The two
organizations are being integrated and together give Iron Mountain
a leading U.K. presence.  Future acquisitions of traditional
records management businesses are likely to be smaller, fill-in
deals because of increased regulatory and antitrust concerns.

Revenues are relatively recession-resistant because of low
customer attrition, a diverse client base, and annual and
multiyear contracts that provide recurring monthly storage fees.
Standard & Poor's expects percentage revenue growth to be in the
high teens area in 2004, including completed acquisitions.  Beyond
the next few years, North American storage revenues could be
entering a more mature phase, and the company is also subject to
volatile recycled paper prices and near-term foreign currency
fluctuations.

The stable outlook reflects the expectation that continued solid
operating performance and the absence of significant debt-financed
acquisitions could gradually improve credit ratios.  With paper
records management consolidation largely completed in the U.S.,
Iron Mountain's growth focus has shifted to international markets
and ancillary services (shredding and digital services).  Over the
medium-to-long term, the outlook could be revised to positive with
sufficient improvement in key credit measures, which is likely to
be tied to discretionary cash flow growth and measured acquisition
activity.


KAISER ALUMINUM: Asks Court to Okay Intercompany Settlement Pact
----------------------------------------------------------------
After nine months of extensive negotiations, the Kaiser Aluminum
Corporation, its debtor-affiliates and the Official Committee of
Unsecured Creditors have reached an agreement to resolve a myriad
of complex issues relating to the treatment of intercompany claims
among the Debtors.  The disposition of the Intercompany Claims is
one of the key issues that must be addressed for the Debtors to
proceed with the formulation and promulgation of plans of
reorganization and liquidation.

All the various creditor constituencies on the Creditors Committee
support the Intercompany Settlement Agreement.  Additionally, in
support of the Debtors' efforts toward achieving ultimate
resolution of their cases, the Debtors' postpetition lenders have
agreed to amend the credit facility to accommodate the terms and
conditions of the Intercompany Settlement Agreement.  Although at
this juncture, the Official Committee of Asbestos Claimants,
Martin J. Murphy as the legal representative for future asbestos
claimants, and Anne M. Ferazzi as the legal representative for the
Future Silica Claimants have not agreed with or consented to the
Intercompany Settlement Agreement, the Debtors and the Creditors
Committee anticipate having further discussions with the creditors
and the Future Claimants representatives before the hearing on the
Intercompany Settlement Agreement.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, explains that the Debtors' operations, which
include transactions with foreign joint ventures and the
Debtors' use of a centralized cash management system, give rise to
a significant number of very complex intercompany transactions.
Those transactions are accounted for as intercompany receivables
and payables.  Because many of the intercompany accounts reflect
an aggregate of activity over many years, the account balances for
those intercompany receivables and payables in many cases are
substantial, some aggregating more than $1,000,000,000.  In
addition to the complex nature of the transactions and the
significant amounts involved, there are numerous legal theories
and arguments that could be advanced to support varying treatments
of all or a portion of the prepetition intercompany account
balances or to apply principles of set-off or recoupment to
eliminate or substantially reduce certain of these intercompany
account balances.  Issues also exist with respect to postpetition
Intercompany Claims, including, among others:

    (a) The effect of the varying petition dates on which the
        Chapter 11 cases were commenced and whether those dates
        should be "synchronized" for purposes of treating
        postpetition intercompany claims; and

    (b) How certain costs or services funded during the Chapter 11
        cases by Kaiser Aluminum & Chemical Corporation but
        benefiting other Debtors should be allocated among the
        Debtors.  These costs and services include professional
        fees and costs, overhead costs and the fees associated
        with the Debtors' postpetition financing.

Furthermore, issues exist regarding whether Kaiser Aluminum
Corporation or KACC should be compensated by other Debtors for any
utilization by the other Debtors of federal income tax net
operating losses generated by KAC or KACC.  Absent consensual
resolution of these issues, complex and costly litigation would be
required that would substantially delay the Debtors' efforts to
reorganize and diminish if not jeopardize entirely any prospects
for a successful reorganization.

Mr. DeFranceschi relates that the Intercompany Settlement
Agreement, which is the product of protracted, arm's-length
negotiations among the Debtors and the various creditor
constituencies on the Creditors Committee, resolves the difficult
factual and legal issues associated with the treatment of the
Intercompany Claims and other intercompany issues in a manner that
the Debtors and the Creditors Committee believe is fair to the
estates and creditors of each Debtor.  Moreover, the Intercompany
Settlement Agreement avoids the uncertainty, expense, risk and
delay inherent in protracted litigation that would otherwise be
necessary.

Mr. DeFranceschi points out, the Intercompany Settlement
Agreement, if approved, also resolves the remaining concerns of
the Creditors Committee and the Pension Benefit Guaranty
Corporation regarding the agreements previously reached with the
various hourly and salaried retiree constituencies regarding the
restructuring of retiree medical and pension obligations and will
permit the continued implementation of those agreements pursuant
to their terms.

Accordingly, the Debtors and the Creditors Committee jointly ask
the Court to approve the Intercompany Settlement Agreement and
authorize certain transfers and releases provided under it.

The fundamental terms of the Intercompany Settlement Agreement
are:

    (a) Kaiser Jamaica Corporation, Alpart Jamaica, Inc., and
        Kaiser Alumina Australia Corporation will pay to KACC,
        subject to certain adjustments, $95,000,000 in cash, which
        amount could be increased to $100,000,000 if
        reorganization plans for Kaiser Jamaica, Alpart Jamaica,
        and Kaiser Australia are consummated by certain specified
        deadlines;

    (b) Kaiser Aluminum & Chemical of Canada Limited will receive
        a $2,500,000 payment in cash from KACC;

    (c) Kaiser Bauxite Company will pay $4,000,000 to Alpart
        Jamaica and Kaiser Jamaica;

    (d) Kaiser Finance Corporation will be allowed a
        $1,106,000,000 prepetition unsecured claim against KACC;

    (e) KACC will pay all costs associated with the administration
        of all the Debtors' Chapter 11 cases, except that Alpart
        Jamaica, Kaiser Jamaica, Kaiser Bauxite, Kaiser Australia,
        and Kaiser Finance will pay:

        -- all third-party costs incurred in connection with their
           cases after June 30, 2004, all foreign taxes, transfer
           taxes and recording fees payable by them by virtue of
           sales of their assets, including any alternative
           minimum tax due as a result of the sales, and all
           foreign taxes otherwise payable by them;

        -- certain overhead costs beginning July 1, 2004, through
           the consummation of a sale of Kaiser Australia's assets
           or a reorganization plan for Kaiser Australia, but
           subject to a $200,000 per month limit; and

        -- certain success fees of the financial advisors for the
           Debtors and the Creditors Committee.

    (f) KACC will pay the PBGC's $14,000,000 administrative claim;

    (g) The NOLs will be utilized to reduce the tax liabilities
        resulting from the sales of assets of Alpart Jamaica,
        Kaiser Jamaica, and Kaiser Australia and no intercompany
        receivables or payables will result from that utilization;
        all

    (h) All Intercompany Claims will be deemed satisfied and
        claims among the Debtors and certain claims against
        officers and directors will be released;

According to Mr. DeFranceschi, litigation of the considerable
array of issues would be unusually complex, time-consuming and
expensive.  The Debtors' reorganization would be substantially
delayed and possibly jeopardized altogether due to the potential
disruption of the Debtors' business operations resulting from an
extended delay, the detrimental impact of protracted litigation on
the Debtors' liquidity and the substantial increase in exit costs
that must be funded upon emergence from bankruptcy.

A full-text copy of the Intercompany Settlement Agreement is
available for free at:

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

             Summary of Significant Intercompany Claims

                                  Claim Amount    Claim Amount
                                  as of Initial    as of 2003
Holder of Claim  Against Debtor  Petition Date   Petition Date
_______________  ______________  ______________  _____________

KACC             Kaiser Jamaica  $1,190,884,128  $1,285,118,778

KACC             Alpart Jamaica     819,884,827     886,679,290

Alpart Jamaica   Kaiser Aluminum    830,321,737     882,431,038
                  International

Kaiser Jamaica   Kaiser Aluminum  1,174,316,312   1,248,013,876
                  International

Kaiser Aluminum  KACC             2,607,569,090   2,729,592,867
International

KACC             Kaiser             154,526,867     198,675,081
                  Australia

Kaiser Finance   KACC             1,106,150,093   1,106,150,093

Kaiser           KACC                47,236,059      56,237,433
Bellwood

Kaiser Canada    Kaiser              18,763,864      28,142,354
                  Bellwood

KACC             Kaiser Canada       11,602,068      12,568,074

Kaiser Bauxite   KACC               822,853,813     840,427,036

Kaiser           Kaiser Finance     746,334,129     746,334,129
Australia


                                                  Claim Amount
                                                      as of
Holder of Claim  Against Debtor                  June 30, 2004
_______________  ______________                  _____________

KACC             Kaiser Jamaica                  $1,453,091,109

KACC             Alpart Jamaica                   1,005,041,007

Alpart Jamaica   Kaiser Aluminum                    999,717,956
                  International

Kaiser Jamaica   Kaiser Aluminum                  1,413,892,284
                  International

Kaiser Aluminum  KACC                             3,048,110,875
International

KACC             Kaiser                             239,438,758
                  Australia

Kaiser Finance   KACC                             1,106,150,093

Kaiser           KACC                                72,626,656
Bellwood

Kaiser Canada    Kaiser                              46,232,483
                  Bellwood

KACC             Kaiser Canada                       18,468,489

Kaiser Bauxite   KACC                               871,047,642

Kaiser           Kaiser Finance                     746,334,129
Australia

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)


KITCHEN ETC: Hires IP Recovery as I.P. Disposition Agent
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Kitchen Etc., Inc. permission to employ IP Recovery, Inc., as its
intellectual property disposition agent.

Kitchen Etc. tells the Court that they employed IP Recovery for
the purpose of assisting it in the marketing, selling and
disposing of its Intellectual Property Assets.

Kitchen Etc. will:

    a) conduct an investigative audit of the Debtor's assets;

    b) identify potential acquirers of the Debtor's Intellectual
       Property Assets and solicit their interest on behalf of the
       Debtor;

    c) recommend potential structures for the sale or other
       disposition to be used to dispose of the Debtor's
       Intellectual Property Assets in the immediate term,

    d) negotiate and structure potential "stalking horse"
       contracts with appropriate acquirers of the Intellectual
       Property Assets;

    e) collect and analyze appropriate data in connection with its
       duty as disposition agent for the Debtor's Intellectual
       Property Assets; and

    f) recommend transactions to dispose of the Intellectual
       Property Assets in the market in order to maximize value
       for the Debtor's estate.

Jay D. Lussan, Chairman at IP Recovery, discloses that
professionals of the Firm performing services for Kitchen Etc.
will charge at $550 per hour for their services.

Mr. Lussan reports IP Recovery's terms of compensation:

   a) the Firm will receive a fee of $25,000 for the investigative
      audit of the Debtor's Intellectual Property Assets;

   b) the Firm will receive a non-refundable retainer fee of
      $60,000 for the asset marketing, disposition and liquidation
      of the Debtor's Intellectual Property Assets; and

   c) the Firm will receive a success fee equivalent to 20% of the
      Gross Consideration of every completed sale or disposition
      of the Debtor's Intellectual Property Assets.

IP Recovery does not represent any interest adverse to the Debtor
or its estate.

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --
http://www.kitchenetc.com/-- was a multi-channel retailer of
household cooking and dining products.  Kitchen Etc. filed for
chapter 11 protection on June 8, 2004 (Bankr. Del. Case No. 04-
11701) and quickly retained DJM Asset Management to dispose of all
17 Kitchen Etc. stores throughout New England, New York, Delaware,
Pennsylvania, Maryland and Virginia.  Bradford J. Sandler, Esq.,
at Adelman Lavine Gold and Levin, PC, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $32,276,000 in total assets and
$33,268,000 in total debts.


KMART CORP: Mr. & Mrs. Anders Wants to Pursue Personal Injury Suit
------------------------------------------------------------------
Rich and Maria Anders ask the U.S. Bankruptcy Court in Chicago to
lift the automatic stay to permit litigation with respect to their
personal injury claim.

Robert E. Williams, Esq., at the Law Offices of Karin A. Bentz,
PC, in St. Thomas, Virgin Islands, relates that on Aug. 28, 1999,
the Anderses purchased and ate oxtail at the Kmart Cafeteria in
St. Thomas, Virgin Islands.  They brought home what they could not
eat and gave it to their dog.  The next day, they began
experiencing nausea, severe headaches, stomach cramps, diarrhea,
vomiting, feelings of extreme weakness and sleepiness, and
frequent and complete inability to remain awake.  The dog was also
sick with diarrhea and vomiting.

Rich Anders continued to suffer from violent headaches and heart
palpitations.  A doctor examined Mr. Anders and found that Mr.
Anders suffered from food poisoning, gastroenteritis, and
hypertension.

As a result of their injuries, the Anderses filed a personal
injury claim against Kmart before the United States District
Court in the U.S. Virgin Islands.

In compliance with the Personal Injury Claim Settlement
Procedures established by the Bankruptcy Court, the Anderses filed
a Proof of Claim and submitted their Questionnaire for Personal
Injury Claimant to the Debtors.

However, despite having their proofs of claim in the same Federal
Express Envelope and expressed to the Debtors, the Debtors
insisted that they only received Ms. Anders' Proof of Claim.
Furthermore, the Debtors denied Ms. Anders' Claim because she did
not seek medical treatment.

The Debtor rejected Mr. Anders' Claim because Mr. Anders
supposedly did not file a Claim before the July 31, 2002 Bar
Date.

The Anderses and the Debtor have not been able to resolve the
Personal Injury Claims despite numerous efforts.  Mr. Williams
maintains that his clients have complied with the Claim Settlement
Procedures in good faith.

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)


LSI LOGIC: S&P Changes Outlook on BB- Rating to Negative
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Milpitas, California-based semiconductor manufacturer LSI Logic
Corp. to negative from stable.

In addition, Standard & Poor's affirmed its 'BB-' corporate credit
rating and other ratings on the company.  The company had
$1.0 billion of debt and capitalized operating leases at Sept. 30,
2004.

"The outlook revision recognizes weaker-than-expected
profitability in the September 2004 quarter and expectations that
market conditions will not recover materially in the next several
quarters," said Standard & Poor's credit analyst Bruce Hyman.  LSI
announced an 11% staff reduction and a $383 million restructuring
charge, largely non-cash, to recognize an impairment of its
Gresham, Oregon-based manufacturing facility and other items.
About $206 million of the charge was taken in the September
quarter, and the balance will be taken in the December quarter.

LSI reported sales of $380 million in the September quarter, down
15% sequentially and also 15% below the year-ago period. EBITDA
was about $12 million in the quarter, down sharply from $65
million in the June quarter.  The company expects approximately
flat revenues in the December quarter and modestly improved
margins.  Still, EBITDA is likely to remain depressed until
revenues expand and the company is able to realize some of the
cost reductions associated with the September staff reduction
program.  Standard & Poor's believes that weakening industry
conditions and likely seasonally weak performance in the March
quarter will yield limited profitability improvement into
mid-2005.


LYNX THERAPEUTICS: Inks OEM Development Pact with Solexa
--------------------------------------------------------
Lynx Therapeutics, Inc. (Nasdaq:LYNX) reported the signing of an
original equipment manufacture development agreement with U.K.-
based Solexa, Ltd. whereby Solexa will provide additional funding
to Lynx to accelerate development of the next generation DNA
sequencing instrument.  The intent of the agreement is to
accelerate the integration of both companies' technologies prior
to completing the proposed business combination of Lynx and
Solexa.  This agreement follows last April's announcement of the
joint acquisition of proprietary DNA cluster technology by Lynx
and Solexa and last month's announcement of a definitive agreement
providing for the combination of Lynx and Solexa with the
expectation of building a leading company in the area of future
DNA sequencing technologies.

Funding related to the OEM agreement is in addition to $2.5
million in loans received by Lynx from Solexa.  Additional terms
of the agreement were not disclosed.

"The OEM development agreement announced today indicates our high
level of cooperation and commitment to successfully completing the
proposed business combination with Solexa," said Kevin Corcoran,
Lynx's president and chief executive officer.  "Additionally, it
reflects the tremendous near-term market potential we envision by
accelerating integration of the cluster technology to facilitate
our entry into the next generation sequencing market."

Lynx's ability to complete the business combination with Solexa
will be subject to, among other things, receipt of approval by
Lynx's stockholders and acceptance of Lynx's offer by the
requisite shareholders of Solexa.  Lynx expects to file a
registration statement on Form S-4 regarding the business
combination with the Securities & Exchange Commission (SEC) before
November 1, 2004.  The Form S-4 will include Lynx's proxy
statement relating to its annual meeting and will be available at
http://www.sec.gov/or from the "Investor Resources" section of
the Lynx Web site at http://www.lynxgen.com/

Lynx further reported as required under Nasdaq Rule 4350(b), the
filing with the SEC of an amendment on Form 10-K/A to Lynx's
Annual Report on Form 10-K for the year ended December 31, 2003.
The amendment includes an explanatory paragraph from Ernst & Young
LLP, Lynx's registered independent public accounting firm, in its
audit report referring to Lynx's financial statements as of
December 31, 2003.  This explanatory paragraph refers to Lynx's
losses since inception, including a net loss for the six months
ended June 30, 2004, and states that Lynx will require additional
funding to continue its business activities through at least
December 31, 2005 and raises substantial doubt as to Lynx's
ability to continue as a going concern.

For further information regarding Lynx's liquidity and capital
resources, see Lynx's Annual Report on Form 10-K, as amended,
which is available from the SEC's Web site at http://www.sec.gov/
or the "Investor Resources" section of the Company's Web site at
http://www.lynxgen.com/

                            About Lynx

Lynx is a leader in the development and application of novel
genomic analysis solutions.  Lynx's MPSS(TM) instruments analyze
millions of DNA molecules in parallel enabling genome structure
characterization at an unprecedented level of resolution.  As
applied to gene expression analysis, MPSS(TM) provides
comprehensive and quantitative digital information important to
modern systems biology research in the pharmaceutical,
biotechnology and agricultural industries. For more information,
visit Lynx's Web site at http://www.lynxgen.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2004,
Ernst & Young LLP audited Lynx Therapeutics, Inc.'s 2002 and 2003
financial statements.  The auditing firm observes that the Company
has incurred losses since inception and expects those losses will
continue for the foreseeable future.  Additionally, the Company
anticipates requiring additional financial resources to fund its
operations at least through Dec. 31, 2005.  "These conditions
raise substantial doubt about the Company's ability to continue as
a going concern," E&Y says.

Based in Hayward, California, Lynx is a leader in the development
and application of novel genomics analysis solutions that provide
comprehensive and quantitative digital gene expression information
important to modern systems biology research in the
pharmaceutical, biotechnology and agricultural industries.  These
solutions are based on Megaclone(TM) MPSS(TM), Lynx's unique and
proprietary cloning and sequencing technologies.  For more
information, visit Lynx's Web site at http://www.lynxgen.com/

Lynx's June 30, 2004, balance sheet shows $16 million in assets
and $7.5 million in liabilities.

In March 2004, Lynx announced a reduction of approximately 15% of
its total workforce, or 14 people.  The reduction included
positions in all functions of the Company's business.  In January
2003, Lynx cut its workforce by 25%, or 32 people.  That followed
an April 2002 layoff of 45 people, or 30% of its domestic
workforce.

Lynx receives a significant portion of its revenue from a small
number of collaborators, customers and licensees: Takara Bio Inc.,
E.I. DuPont de Nemours and Company, BASF AG, Bayer CropScience,
and National Human Genome Research Institute.


MATSUSHITA ELECTRIC: Closing MT Picture Subsidiary in New York
--------------------------------------------------------------
Matsushita Electric Industrial Co., Ltd. (NYSE symbol: MC), best
known for its "Panasonic" brand, disclosed plans to discontinue
operations at MT Picture Display Corporation of America (New York)
in December 2004, after which it will begin closing and
liquidation procedures.  MTPDA(NY) is a subsidiary of Matsushita
Toshiba Picture Display Co., Ltd. - MTPD, which is a joint venture
of MEI and Toshiba Corporation.

MTPDA(NY) which manufactures cathode ray tubes (CRTs) for TV's
above 30 inches in the North American market has faced severe
price and market erosion due to the increasing popularity of flat-
panel TVs and declines in demand as a result of price competitive
imports, mainly from Asia.  This closing is a part of the
company's global restructuring initiatives in the CRT business.
In the future, CRTs for the North American market will be supplied
by other manufacturing locations in order to establish an optimum
CRT manufacturing structure.

MTPDA(NY) was originally established in 1985 by Toshiba
Corporation as a manufacturing base for CRTs.  The company
subsequently became a subsidiary of MTPD upon its establishment in
April 2003.  MTPDA(NY) specialized in the manufacture of CRTs
above 30 inches, supplying some 950,000 units annually to the
North American market.

                        About the Company

Matsushita Electric Industrial Co., Ltd. (NYSE symbol: MC) was
established in Barcelona in September 1973 through the
purchase of shares of Anglo Espanola, a Spanish manufacturer of
TVs and other electric appliances.  MAES has supplied
approximately 13.5 million vacuum cleaners over the past 28 years,
since its start of production in 1975.


NATIONAL ENERGY: Emerges From Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
National Energy & Gas Transmission, Inc. reported that its
Chapter 11 plan of reorganization has become effective and it has
emerged from bankruptcy protection.  In the past several months,
the company has announced the separate sales of each of its major
operating business units and expects to cease operations during
2005.

Pursuant to the plan, NEGT will issue 100 percent of its equity
and $1 billion in notes to its unsecured creditors -- a
diversified group of banks and other financial institutions.
Under NEGT's confirmed plan, all existing common stock has been
cancelled.  As a result, PG&E Corporation, which previously owned
approximately 97 percent of NEGT's common stock, is no longer its
parent corporation.

"NEGT's emergence from bankruptcy and the high values we expect to
realize from the sales of our operating assets are a testament to
the orderly negotiations among our creditor groups and the
diligence and focus of our workforce," said Joseph Bondi, NEGT's
chief executive and chief restructuring officer. "Throughout our
bankruptcy, NEGT has remained focused on day-to-day operations,
allowing us to maximize on the value of the company's strong
performing assets."

As previously announced, the Board of Directors of the reorganized
NEGT is comprised of Bondi, Sanford L. Hartman, NEGT's vice
president and general counsel, William E. Redmond, Jr. (chair),
Steve P. Chwiecko, James G. Ivey, Barry P. Simon and Randolph I.
Thornton.

      Sales announced by NEGT include:

      * In May, the bankruptcy court approved the sale of NEGT's
        subsidiary Gas Transmission Northwest Corporation to
        TransCanada Corporation for $1.7 billion, which includes
        $500 million of assumed debt.  The sale is expected to be
        completed in the coming days; and

      * In September, the bankruptcy court approved the sale of
        NEGT's equity interests in 12 power plants and a natural
        gas pipeline for $656 million, subject to certain post-
        closing adjustments.  The purchaser is GS Power Holdings
        II LLC, a wholly owned subsidiary of The Goldman Sachs
        Group, Inc.  The sale is expected to close during the
        first quarter of 2005.

The Chapter 11 cases of certain of NEGT's other subsidiaries:

   -- NEGT Energy Trading Holdings Corporation, NEGT Energy
      Trading

   -- Gas Corporation, NEGT ET Investments Corporation, NEGT
      Energy Trading

   -- Power, L.P., Energy Services Venture, Inc. and Quantum
      Ventures

are ongoing and these entities are in the process of winding down
operations.

NEGT's USGen New England, Inc., subsidiary remains in a
separately administered bankruptcy and the sale of its fossil and
hydroelectric generation assets were announced last month.  In
both cases, it is expected that court-sanctioned auctions will
take place where USGen New England will seek offers that are
higher or otherwise better than those negotiated.

      * Dominion has agreed to acquire USGen New England's two
        coal/oil-fired electric generating facilities and a
        natural gas-fired plant for approximately $656 million.
        The agreement provides for the purchase of inventory and
        the reimbursement of certain capital expenditures incurred
        prior to closing, which is expected during the first
        quarter of 2005.  The auction is scheduled for November 15
        and the bankruptcy court hearing to approve the sale to
        the successful auction bidder is slated for November 18;
        and

      * An affiliate of TransCanada Corporation has agreed to
        purchase USGen New England's hydroelectric generation
        assets for $505 million.  The auction is scheduled for
        December 9 and the bankruptcy court hearing to approve the
        sale to the successful auction bidder is slated for
        December 15.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts.  NEGT received bankruptcy
court approval on its reorganization plan in May 2004 and emerges
from bankruptcy on Oct. 29.


NETEXIT INC: Proofs of Claim are Due Today, November 1
------------------------------------------------------
Creditors holding claims that arose on or before May 4, 2004,
against:

    (1) NETEXIT, INC.,
    (2) Eagle a Netexit Company Inc.,
    (3) Netexit of California, Inc.,
    (4) Netexit of California Construction, Inc.,
    (5) Netexit of Hawaii, Inc.,
    (6) Netexit of Indiana, Inc.,
    (7) Netexit of Indiana, LLC,
    (8) Netexit of Mississippi, Inc.,
    (9) Netexit of New York, Inc.,
   (10) Netexit of Oklahoma, Inc.,
   (11) Netexit of Pacific Northwest, Inc.,
   (12) Netexit of Tennessee, Inc.,
   (13) Netexit of North America LLC, and
   (14) ATS Financial Services, Inc.,

must file written proofs of claim no later than 5:00 p.m. (Pacific
time) today, Nov. 1, 2004.

All Proof of Claim Forms must be delivered to the Debtors' Court-
approved claims agent, Kurtzman Carson Consultants LLC, on or
before November 1, 2004 at 5:00 p.m. (Pacific Time):

          Netexit Claims Administration
          c/o Kurtzman Carson Consultants LLC
          12910 Culver Boulevard, Suite I
          Los Angeles, CA 90066-6709

Proof of Claim Forms will be deemed filed only when received by
the Claims Agent.  Proof of Claim Forms and any attachments
thereto may not be delivered by facsimile, telecopy or electronic
mail transmission.

Eight types of creditors are exempt from this General Bar Date:

    (1) Any holder of a Claim that has already filed a proof of
        claim against the Debtors with the Claims Agent in a form
        substantially similar to Official Bankruptcy Form No. 10;

    (2) Any holder of a Claim whose Claim is listed on the
        Schedules filed by the Debtors, provided that (i) the
        Claim is not scheduled as "disputed," "contingent," or
        "unliquidated"; (ii) the claimant does not disagree with
        the amount, nature or priority of the Claim as set forth
        in the Schedules;

    (3) Any holder of a Claim that heretofore has been allowed by
        order of this Court;

    (4) Any holder of a Claim whose Claim has been paid in full
        by the Debtors;

    (5) Any holder of a Claim for which specific deadlines have
        previously been fixed by the Bankruptcy Court;

    (6) Any non-debtor affiliate of the Debtors having a claim
        against the Debtors;

    (7) Any holder of a Claim allowable under Sec. 503(b) and
        Sec. 507(a) of the Bankruptcy Code as an expense of
        administration;

    (8) A holder of a claim for principal, interest and
        applicable fees and charges on a bond, note or debenture,
        provided that (i) any Indenture Trustee for such
        instrument files a proof of claim on or prior to the
        relevant bar date pursuant to the procedures set forth in
        the order approving this Application, and (ii) to the
        extent a holder wishes to file a proof of claim
        for damages in connection with its ownership, purchase or
        sale of the applicable instrument, such holder must
        itself file a proof of claim related to such damages on
        or prior to the relevant bar date pursuant to the
        procedures set forth in this notice.

In addition to the foregoing, if you are a holder of an equity
interest in the Debtors, you need not file a proof of interest
with respect to the ownership of such equity interest at this
time; provided however, if you wish to assert a claim against the
Debtors relating to such equity interest or the purchase or sale
of such interest, a Proof of Claim Form regarding such claim must
be filed on or prior to the General Bar Date pursuant to the
procedures set forth in this notice.

Netexit, Inc., aka Expanets, Inc., based in Sioux Falls, South
Dakota, is a nationwide provider of networked communications and
data services to small and mid-sized businesses.  Netexit and its
debtor-affiliates filed for chapter 11 protection on May 4, 2004
(Bankr. D. Del. Case No. 04-11321).  Jesse H. Austin, III, Esq.,
and Karol K. Denniston, Esq., at Paul, Hastings, Janofsky & Walker
LLP, and Scott D. Cousins, Esq. Victoria Watson Counihan, Esq.,
and William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP,
represent the Debtors.  When the company filed for chapter 11
protection, it estimated its assets in the $10 million to $50
million range and liabilities exceeding $100 million.


NICHOLAS-APPLEGATE: Moody's Reviewing Ratings & May Downgrade
-------------------------------------------------------------
Moody's Investors Service confirmed the ratings of these classes
of notes issued by Nicholas-Applegate CBO I Limited and taken them
off the watchlist for possible downgrade:

   (1) US $12,830,000 Class C Participating Notes due 2012;
   (2) US $10,690,000 Class D Floating Rate Notes due 2012.

Moody's noted that Nicholas-Applegate CBO I Limited, which closed
in August 2000, has seen improvement in the Minimum Rating
Distribution Test, as well as stabilization of other measures of
portfolio credit quality.

Issuer:              Nicholas-Applegate CBO I Limited

Rating Action:       Removal from Watch for Downgrade

Tranche Description: US $12,830,000 Class C Participating Notes
                     due 2012

Prior Rating:        Baa3 on watch for downgrade
Current Rating:      Baa3

Tranche Description: US $10,690,000 Class D Floating Rate Notes
                     due 2012

Prior Rating:        B1 on watch for downgrade
Current Rating:      B1


NORTEL NETWORKS: Expects to Issue Limited Prelim Report This Month
------------------------------------------------------------------
Nortel Networks Corporation [NYSE/TSX:NT] and its principal
operating subsidiary, Nortel Networks Limited, provided a status
update pursuant to the alternative information guidelines of the
Ontario Securities Commission.

These guidelines contemplate that the Company and NNL will
normally provide bi-weekly updates on their affairs until such
time as they are current with their filing obligations under
Canadian securities laws.

                   Status of Restatements and
               Audit Committee Independent Review,
               Filing of Financial Statements and
                   Third Quarter 2004 Results

The Company and NNL continue to dedicate significant resources to
the process to complete their financial statements as soon as
practicable.  As previously announced, the Company and NNL
continue to work on the restatement of their financial results for
each fiscal quarter in 2003 and for the years 2002 and 2001, and
the preparation of their financial statements for the year 2003
and the first and second quarters of 2004.

The independent review by the Nortel Networks Audit Committee is
continuing and nearing completion.  The Audit Committee's
continuing objective is to arrive at a full understanding of the
facts and circumstances that gave rise to the Company's and NNL's
restatements before the financial statements are finalized and
filed.

Despite the significant work completed to date, the Company and
NNL will not be in a position to file financial statements by the
end of October 2004 as previously announced.  The Company now
expects that it and NNL will file, in mid November 2004, financial
statements for the year 2003 and the first and second quarters of
2004, and related periodic reports.

"This delay in our timeline for completing the restatement process
was a very difficult decision.  Our first accountability is to
unquestionable quality of this restatement for our shareholders,
customers and employees," said Bill Owens, president and chief
executive officer, Nortel Networks.  "I was not satisfied given
the enormous details and complexity involved that we would be able
to meet our October deadline.  Although this delay is
disappointing, we have made great progress toward completion, have
continued to devote massive resources to the restatement effort
and are confident that we are very close to the end of this
critical chapter.  Seeing that closure is close at hand leads us
to be confident about moving forward with our business."

As a result of the delay mentioned above, the Company and NNL do
not expect to file financial statements for the third quarter of
2004, and related periodic reports, by the required deadlines in
November 2004 in compliance with certain U.S. and Canadian
securities regulations.  The Company and NNL will therefore each
be filing with the United States Securities and Exchange
Commission a Form 12b-25 Notification of Late Filing relating to
the delay in filing their quarterly reports on Form 10-Q for the
third quarter of 2004.  The Company expects that it and NNL will
announce limited preliminary unaudited financial results for the
third quarter of 2004 by the end of November 2004 and file their
financial statements and related periodic reports for the third
quarter of 2004 in mid December 2004.

The Company expects that it and NNL will file, as soon as
practicable after the filing of the third quarter 2004 financial
statements, any required amendments to periodic reports for prior
periods.  The Company's expectation as to timing of events is
subject to change.  Specifically, the completion of the Company's
work and the related audits and reviews of financial statements by
the Company's and NNL's independent auditors is dependent upon the
timing of the completion and results of the independent review
being undertaken by the Nortel Networks Audit Committee.

Based on the Company's work to date, and subject to the
limitations described below, the principal estimated impacts of
the restatements and revisions identified to date to the Company's
results reflect:

    * Revenue adjustments identified to date reflect increases to
      previously announced annual revenues of approximately 7
      percent in 2001, 1 percent in 2002 and 3 percent in 2003.

      Revenue adjustments in 2003 and prior periods primarily
      relate to timing issues (for example, revenue that should
      have been deferred to a later period or recognized in an
      earlier period);

    * As previously announced, a reduction of approximately 50
      percent in previously announced net earnings for 2003; these
      amounts will largely be reported in prior periods, resulting
      in a reduction in previously reported net losses for such
      periods including 2002 and 2001;

    * Approximately two-thirds of the reduction in 2003 net
      earnings identified to date impacts the first half of 2003
      (down from three-quarters previously announced), with the
      remaining approximately one-third reduction impacting the
      second half of 2003;

    * The net income reductions are expected to impact the
      Company's continuing operations and discontinued operations
      on an approximately equal basis (compared to the previous
      estimate of a substantial impact to continuing operations);
      and

    * As previously announced, no material impact to the Company's
      cash balance as at December 31, 2003.

As previously indicated, the Company's work to date with respect
to the restatements and revisions and the principal estimated
impacts mentioned above are subject to a number of important
limitations, including:

    * These principal impacts are estimated impacts which have
      been identified by the Company based on the work done to
      date and are not projections of the final impacts. As such,
      these principal estimated impacts continue to be preliminary
      and subject to change;

    * The ongoing work of the Nortel Networks Audit Committee
      independent review;

    * The ongoing work to be done by the Company related to the
      restatements and revisions;

    * The previously disclosed material weaknesses in the
      Company's internal controls over financial reporting; and

    * The review or audit of the Nortel Networks financial
      statements by the Company's independent auditors.

                     Nortel Networks Limited

The financial results of NNL are consolidated into the Company's
results. NNL's financial statements for the applicable periods
will also be restated upon the related restatements of the
Company's financial statements.  NNL's preferred shares are
publicly traded in Canada.

               Update on Certain Potential Impacts

Debt Securities

As previously announced, as a result of the delay in the filing of
the 2003 Form 10-K and Quarterly Reports on Form 10-Q for the
first and second quarter of 2004, the Company and NNL are not in
compliance with their obligations to deliver their SEC filings to
the trustees under their public debt indentures.  Notwithstanding
the Company's and NNL's expectation that the Reports will be filed
in mid November 2004, upon the delay in filing financial
statements for the third quarter of 2004, and the related
Quarterly Reports on Form 10-Q, to a date past November 24, 2004,
the Company and NNL will not be in compliance with their
obligations under the indentures.  While a notice of default could
have been given at any time after March 30, 2004, neither the
Company or NNL has received a notice as of October 26, 2004.

EDC Support Facility

As the filing of the Reports are expected to occur after October
31, 2004, and the filing of the third quarter 2004 Quarterly
Reports on Form 10-Q after November 24, 2004, Export Development
Canada will have the right, on such dates, unless EDC has granted
a further waiver in relation to the delayed filings and certain
other breaches related to the restatements, to terminate the EDC
performance-related support facility and exercise certain rights
against collateral or require NNL to cash collaterize all existing
support.  While NNL expects to seek a new waiver from EDC, there
can be no assurance that NNL will receive a new waiver or as to
the terms of any such waiver.

                          Other Matters

Annual Shareholders' Meeting

As previously announced, the Company was granted an order by the
Ontario Superior Court of Justice extending the time for calling
the Company's 2004 Annual Shareholders' Meeting (the "Meeting") to
a date not later than December 31, 2004 or such later date as the
Court may further permit.  As a result of the above, the Company
intends to seek an order extending the time for calling the
Meeting to no later than March 31, 2005.  The Company intends to
hold the Meeting as soon as practicable after its 2003 audited
financial statements are completed and available for mailing to
shareholders.

With the exception of the matters noted above, the Company and NNL
have reported that there have been no material developments in the
matters reported in their status updates of June 2, 2004, June 29,
2004, July 13, 2004, July 27, 2004, August 10, 2004, August 19,
2004, September 2, 2004, September 16, 2004, September 30, 2004
and October 14, 2004.

As a global innovation leader, Nortel Networks enriches consumer
and business communications worldwide by offering converged
multimedia networks that eliminate the boundaries among voice,
data and video.  These networks use innovative packet, wireless,
voice and optical technologies and are underpinned by high
standards of security and reliability.  For both carriers and
enterprises, these networks help to drive increased profitability
and productivity by reducing costs and enabling new business and
consumer services opportunities.

                        About the Company

As a global innovation leader, Nortel Networks enriches consumer
and business communications worldwide by offering converged
multimedia networks that eliminate the boundaries among voice,
data and video.  These networks use innovative packet, wireless,
voice and optical technologies and are underpinned by high
standards of security and reliability.  For both carriers and
enterprises, these networks help to drive increased profitability
and productivity by reducing costs and enabling new business and
consumer services opportunities.  Nortel Networks does business in
more than 150 countries.  For more information, visit Nortel
Networks on the Web at http://www.nortelnetworks.com/or
http://www.nortelnetworks.com/media_center/

                          *     *     *

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

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


NORTEL NETWORKS: Declares Preferred Stock Dividends
---------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding
Non-cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively. The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime. The
annual floating dividend rate applicable for a month will in no
event be less than 50% of Prime or greater than Prime.  The
dividend on each series is payable on December 13, 2004 to
shareholders of record of such series at the close of business on
November 30, 2004.

As a global innovation leader, Nortel Networks enriches consumer
and business communications worldwide by offering converged
multimedia networks that eliminate the boundaries among voice,
data and video.  These networks use innovative packet, wireless,
voice and optical technologies and are underpinned by high
standards of security and reliability. For both carriers and
enterprises, these networks help to drive increased profitability
and productivity by reducing costs and enabling new business and
consumer services opportunities.  Nortel Networks does business in
more than 150 countries. For more information, visit Nortel
Networks on the Web at http://www.nortelnetworks.com/or
http://www.nortelnetworks.com/media_center/

                        About the Company

As a global innovation leader, Nortel Networks enriches consumer
and business communications worldwide by offering converged
multimedia networks that eliminate the boundaries among voice,
data and video.  These networks use innovative packet, wireless,
voice and optical technologies and are underpinned by high
standards of security and reliability.  For both carriers and
enterprises, these networks help to drive increased profitability
and productivity by reducing costs and enabling new business and
consumer services opportunities.  Nortel Networks does business in
more than 150 countries.  For more information, visit Nortel
Networks on the Web at http://www.nortelnetworks.com/or
http://www.nortelnetworks.com/media_center/

                          *     *     *

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

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


OMEGA HEALTHCARE: Moody's Changes Outlook on B1 Rating to Positive
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Omega Healthcare
Investors, Inc. (senior debt at B1), and changed the rating
outlook to positive.  According to Moody's, this outlook change
resulted from Omega's anticipated completion of $79 million in new
investments, increasing its credit facility to $175 million, and
improved credit measures.  These rating actions reflect the
significant progress that Omega continues to make in executing its
strategic plan, solidifying its financial flexibility and
addressing operational challenges.

Moody's is encouraged by the progress Omega has been making in
selling and repositioning its healthcare properties, renegotiating
with tenants, redeeming and issuing preferred shares, accessing
the common equity market and refinancing its lines of credit.
Omega has no significant debt maturities until 2007. Earnings have
also improved as Omega has reduced expenses.  In addition, Moody's
noted that Omega's fixed charge coverage has increased over the
past two years from 1.16x in 2001 to 2.03x through 3Q04.

Future rating increases will be predicated upon steady improvement
in the REIT's EBITDAR coverage, sustaining a fixed charge coverage
above 2.0x, reducing secured debt below 20% of gross assets and
total leverage below 50%, maintenance of modest levels of
variable-rate debt, and continuing to build a platform for growth.
A rating downgrade would most likely result from operator problems
or adverse shifts in government healthcare reimbursements.

These ratings were affirmed:

   -- Omega Healthcare Investors, Inc.

      * Senior unsecured debt at B1;
      * senior debt shelf at (P)B1.

These ratings were affirmed:

   -- Omega Healthcare Investors, Inc.

      * Series B and Series D preferred stock at B3;
      * preferred stock shelf at (P)B3.

Omega Healthcare Investors, Inc. [NYSE: OHI] headquartered in
Timonium, Maryland, USA, is a Real Estate Investment Trust (REIT)
investing in and providing financing to the long-term healthcare
industry -- preponderantly nursing homes.  At September 30, 2004,
the REIT owned or held mortgages on 205 skilled nursing and
assisted living facilities with approximately 21,900 beds located
in 29 states, and operated by 39 third-party healthcare companies.
Omega Healthcare Investors has assets of $747 million and equity
of $384 million.


RCN CORPORATION: Liquidity Profile is "Good", Moody's Says
----------------------------------------------------------
Moody's Investors Service assigned a SGL-2 speculative grade
liquidity rating for RCN Corporation based on the company's
proposed capital structure following its expected emergence from
bankruptcy as anticipated to occur in December 2004.  The
projected unrestricted cash balance of approximately $120 million
drives the "good" liquidity profile as anticipated for the forward
twelve-month rating horizon, and correspondingly the SGL-2
liquidity rating.

RCN will have no back-stop bank 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 $35-$40 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.

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.


RIVER WALK AT DESERT HARBOR: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: River Walk At Desert Harbor, L.P.
        3901 West Airport Freeway, Suite 220
        Bedford, Texas 76021

Bankruptcy Case No.: 04-18932

Chapter 11 Petition Date: October 27, 2004

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsels: Don C. Fletcher, Esq.
                   The Cavanagh Law Firm
                   1850 North Central Avenue, #2400
                   Phoenix, Arizona 85004
                   Tel: (602) 322-4000
                   Fax: (602) 322-4100

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

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


SALOMON BROTHERS: Moody's Lifts Class G's Rating to Baa3 from Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of three classes of Salomon Brothers Mortgage
Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 1999-C1 as follows:

   -- Class A-1, $79,230,508, Fixed, affirmed at Aaa
   -- Class A-2, $355,708,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $38,580,000, WAC, upgraded to Aaa from Aa2
   -- Class C, $38,580,000, WAC, upgraded to Aaa from A2
   -- Class D, $11,023,000, WAC, upgraded to Aa1 from A3
   -- Class E, $27,557,000, WAC, upgraded to A1 from Baa2
   -- Class F, $11,022,000, WAC, upgraded to A3 from Baa3
   -- Class G, $14,697,000, WAC, upgraded to Baa3 from Ba1

As of the October 18, 2004 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 13.3%
to $637.3 million from $734.9 million at closing.  The
Certificates are collateralized by 203 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% of the pool to 3.2% of the pool, with the top
10 loans representing 20.1% of the pool.  Five loans, representing
3.6% of the pool, have defeased and have been replaced with U.S.
Government securities.  Two loans have been liquidated from the
pool, resulting in aggregate realized losses of approximately
$8.9 million.

Two loans, representing 1.2% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of
approximately $3.0 million for all of the specially serviced
loans.

Moody's was provided with year-end 2003 operating results for
approximately 98.0% of the performing loans.  Moody's loan to
value ratio -- LTV -- is 80.8%, compared to 89.7% at
securitization.  The upgrade of the Classes is due to increased in
credit support and improved overall pool performance.  Based on
Moody's analysis, 13.8% of the pool has a LTV greater than 100.0%,
compared to 6.5% at securitization.

The top three loans represent 7.8% of the outstanding pool
balance.  The largest loan is the Town Center Loan ($20.6 million
- 3.2%), which is secured by an 185,000 square foot office
building located in West Hartford, Connecticut.  The property
contains a mix of financial services and insurance tenants and is
92.0% occupied, compared to 97.0% at securitization.  Moody's LTV
is 90.2%, compared to 92.80% at securitization.

The second largest loan is the Olympic Tower Fee Loan
($16.2 million - 2.5%), which is secured by five land parcels
located in midtown Manhattan.  The land is improved with four
commercial properties, which consist of a commercial condominium,
two retail properties and an office building.  Moody's LTV is
56.6%, compared to 60.5% at securitization.

The third largest loan is the Settlers' Green Outlet Loan
($13.6 million - 2.1%), which is secured by a 148,000 square foot
factory outlet center located in North Conway, New Hampshire.
Major tenants include Nike Factory Store, GAP and Dress Barn
Woman.  The center is 100.0% occupied, compared to 96.0% at
securitization.  Moody's LTV is 60.0%, compared to 74.2% at
securitization.

The pool's collateral is a mix of:

      * multifamily (32.7%),
      * retail (26.7%),
      * office (18.7%),
      * industrial (10.3%),
      * U.S. Government securities (3.6%),
      * hotel (3.1%),
      * leased fee (2.5%),
      * mixed use (1.6%), and
      * healthcare (0.8%).

The collateral properties are located in 39 states and Washington,
D.C.  The highest state concentrations are:

      * California (14.9%),
      * Texas (13.7%),
      * Massachusetts (10.7%),
      * Connecticut (5.4%), and
      * New York (5.3%).

All of the loans are fixed rate.


SBA COMMS: Reports $27.5 Mil. Stockholders' Deficit at Sept. 30
---------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) reported results for
the third quarter ended September 30, 2004.

                        Operating Results

Total revenues in the third quarter of 2004 were $58.7 million,
compared to $47.6 million in the year earlier period.  Site
leasing revenue of $37.0 million and site leasing gross profit
(tower cash flow) of $26.4 million were up 14.9% and 21.9%,
respectively, over the year earlier period.  Same tower revenue
and site leasing gross profit growth on the 3,042 towers owned at
September 30, 2003 and 2004 were 16% and 21%, respectively.  Site
leasing gross profit margin in the third quarter was 71.5%, a 410
basis point improvement over the year earlier period.  Site
leasing contributed 94.3% of the Company's gross profit in the
third quarter of 2004.

Site development revenues were $21.8 million compared to $15.4
million in the year earlier period, a 41.2% increase.  Site
development gross profit margin was 7.4% in the third quarter,
compared to 5.0% in the year earlier period.  As previously
announced, the Company adopted a plan to sell all of its services
business in the western United States and the Company has
completed the sale of all portions of the western services
business.  The results of the Company's western services segment
are reflected as discontinued operations in accordance with
generally accepted accounting principles for the three- and nine-
month periods ended September 30, 2004 and 2003.  Other than the
net loss information presented below, all other financial
information contained in the text of this press release is from
the Company's continuing operations.

Selling, general and administrative expenses were $7.4 million in
the third quarter, compared to $7.8 million in the year earlier
period. Loss from continuing operations for the third quarter was
$21.5 million or $0.37 per share, compared to $32.4 million or
$0.62 per share in the year earlier period.  Net loss in the third
quarter of 2004 was $24.0 million, or $0.42 per share, compared to
a net loss of $19.7 million, or $0.38 per share, in the year
earlier period.  Excluding $2.2 million of charges relating to
asset impairment and the write-off of deferred financing fees and
extinguishment of debt, third quarter 2004 loss from continuing
operations was $19.2 million or $0.33 per share.  Adjusted EBITDA
was $20.8 million, compared to $15.8 million in the year earlier
period, or a 31.3% increase.  Adjusted EBITDA margin was 35.4%.

Net cash interest expense and non-cash interest expense was $11.3
million and $7.9 million, respectively, in the third quarter of
2004, compared to $21.5 million and $2.8 million in the year
earlier period.

Cash used in operating activities for the three months ended
September 30, 2004 was $1.0 million, compared to $25.9 million for
the three months ended September 30, 2003.

Investing Activities

During the third quarter, SBA sold or otherwise disposed of 10
towers, all of which were previously held for sale, ending the
quarter with 3,067 towers.  Excluding 22 towers that were held for
disposition, SBA owned, as of September 30, 2004, 3,045 towers in
continuing operations.  Total capital expenditures for the third
quarter were $1.3 million, consisting of $0.7 million of non-
discretionary capital expenditures (tower maintenance and general
corporate) and $0.6 million of discretionary capital expenditures
(new build work-in-process and tower augmentations).  Cash spent
on acquisitions and related earn-outs in the third quarter,
including ground lease purchases, was $0.4 million.  In the third
quarter, the Company recognized a loss, included in discontinued
operations, of $0.4 million on the disposition of its western
services segment.

Since September 30, 2004, SBA purchased four towers for $3.0
million, consisting of $0.5 million in cash and the issuance of
approximately 360,000 shares of SBA common stock.  The towers were
purchased at a current run rate tower cash flow multiple of 11.2x.

                Financing Activities and Liquidity

SBA ended the third quarter with $309.2 million outstanding under
its $400.0 million senior credit facility, $296.3 million of 9-
3/4% senior discount notes, $278.5 million of 10-1/4% senior
notes, and net debt of $856.7 million.  The Company's net debt to
annualized adjusted EBITDA leverage ratio dropped from 11.0x at
June 30, 2004 to 10.3x at September 30, 2004.  Debt amounts as of
June 30 and September 30, 2004 exclude approximately $4.2 million
and $4.0 million, respectively, of deferred gain from the
termination of a derivative in 2002.  In the third quarter of
2004, SBA repurchased $25.8 million of its 10-1/4% senior notes.
The Company paid cash of $12.2 million plus accrued interest and
issued 2.8 million shares of its common stock.  Liquidity at
September 30, 2004 was approximately $66.6 million, consisting of
$27.4 million of cash and restricted cash, and approximately $39.2
million of additional availability under the senior credit
facility.

Since September 30, 2004, SBA repurchased $26.5 million of its 10-
1/4% senior notes and $1.3 million principal at maturity of its 9-
3/4% senior discount notes.  The Company paid cash of $5.4 million
plus accrued interest and issued 3.3 million shares of its common
stock. The Company currently has issued and outstanding $252.0
million of 10-1/4% senior notes, $295.4 million of 9-3/4% senior
discount notes and 63.5 million shares of common stock.

"We are very pleased to present our third quarter results," said
Jeffrey A. Stoops, SBA's President and Chief Executive Officer.
"We performed extremely well on our three primary goals --
adjusted EBITDA and tower cash flow growth, improving free cash
flow, and reduced leverage.  Our strong growth and financial
results reflect good customer activity this year.  Customer
activity and backlog in both our site leasing and services
segments continue to be solid, which gives us optimism for
continued growth for the remainder of this year and into 2005. The
combination of anticipated strong operating results and our debt
and interest reduction activities to date leads us to anticipate
positive free cash flow in the fourth quarter, which we expect
will steadily increase over time.  We define free cash flow as
cash from operating activities minus non-cash interest expense and
non- discretionary cash capital expenditures. Finally, our efforts
to reduce our net debt/annualized adjusted EBITDA leverage ratio
are ahead of plan.  I'm pleased to say that we expect to end the
year with a fourth quarter ratio below 10.0x.  As a result of our
progress on our three primary goals, we are now able to
comfortably move forward on a fourth goal -- to recommence tower
portfolio growth on a selective basis.  We enjoyed success on many
fronts in the third quarter, and we are very appreciative of our
customers and employees for their contributions to our success."

                             Outlook

The Company has provided its Fourth Quarter 2004 and updated its
Full Year 2004 Outlook for anticipated results from continuing
operations.  The Outlook excludes results from SBA's services
segment in the western U.S., which is treated as discontinued
operations.  The midpoints of the ranges of our Full Year 2004
Outlook have been increased in the areas of site leasing revenue,
site leasing gross profit, site development revenue, total
revenues, and Adjusted EBITDA, and decreased in net cash interest
expense and cash flow from operating activities.  Information
regarding potential risks that could cause the actual results to
differ from these forward-looking statements is set forth below
and in the Company's filings with the Securities and Exchange
Commission.

                        About the Company

SBA is a leading independent owner and operator of wireless
communications infrastructure in the United States.  SBA generates
revenue from two primary businesses -- site leasing and site
development services.  The primary focus of the Company is the
leasing of antenna space on its multi-tenant towers to a variety
of wireless service providers under long-term lease contracts.
Since it was founded in 1989, SBA has participated in the
development of over 25,000 antenna sites in the United States.

At Sept. 30, 2004, SBA Communications' balance sheet showed a
$27,472,000 stockholders' deficit, compared to a $43,877,000
deficit at Dec. 31, 2003.


SEQUOIA MORTGAGE: Fitch Places Low-B Ratings on Classes B-4 & B-5
-----------------------------------------------------------------
Sequoia Mortgage Trust 2004-10 mortgage pass-through certificates,
are rated by Fitch Ratings as follows:

   -- Classes A-1A, A-1B, A-2, A-3A, A-3B, A-4, X-A, X-B, and A-R
      ($652,465,100) 'AAA';

   -- Class B-1 ($14,042,000) 'AA';

   -- Class B-2 ($6,849,000) 'A';

   -- Class B-3 ($3,767,000) 'BBB';

   -- Class B-4 ($3,081,000) 'BB';

   -- Class B-5 ($1,711,000) 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.75%
subordination provided by:

      * the 2.05% class B-1,
      * the 1.00% class B-2,
      * the 0.55% class B-3,
      * the 0.45% privately offered class B-4,
      * the 0.25% privately offered class B-5, and
      * the 0.45% privately offered class B-6 certificates.

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

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud and
special hazard losses in limited amounts.  The ratings also
reflect the quality of the mortgage collateral, the capabilities
of Wells Fargo Bank, National Association, as master servicer
(rated 'RMS1' by Fitch), and Fitch's confidence in the integrity
of the legal and financial structure of the transaction.

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

The two groups in aggregate contain 1,933 fully amortizing 25- and
30-year adjustable-rate mortgage loans secured by first liens on
one- to four-family residential properties, with an aggregate
principal balance of $685,003,355, and a weighted average
principal balance of $354,373.  All of the loans have interest-
only terms of either five or 10 years, with principal and interest
payments beginning thereafter and adjusting semi-annually based on
the six-month LIBOR rate plus a margin.  Approximately 60.30% and
20.36% of the mortgage loans were originated by GreenPoint
Mortgage Funding, Inc. and Morgan Stanley Dean Witter Credit
Corporation, respectively.  The remainder of the loans were
originated by various mortgage lending institutions.  The weighted
average original loan-to-value ratio -- OLTV -- is 71.85% and a
weighted average FICO 733. Second home and investor-occupied
properties constitute 8.41% and 2.05%, respectively.  The states
with the largest concentration of mortgage loans are:

      * California (27.77%),
      * Florida (8.07%),
      * Ohio (5.30%), and
      * Virginia (5.22).

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

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

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


STERLING RUBBER: Spencer's $250,000 Late-Filed Claim is Disallowed
------------------------------------------------------------------
Spencer Central Developers, LLC, filed a proof of claim in The
Sterling Rubber Products Company's chapter 11 case on April 15,
2004 -- one day after the court-ordered deadline for filing
claims.  Sterling Rubber objected to the late-filed claim.
Spencer didn't respond, so Judge Walter entered an order
disallowing the claim.  Spencer showed up in court a month later
asking the Court to reverse its order and deem its one-date-late
claim as timely filed.

Spencer sent its proof of claim form using the U.S. Postal
Service's guaranteed overnight delivery.  A tracking notice from
the U.S. Postal Service confirms that while the proof of claim was
accepted by the postal service for overnight delivery on April 13,
2004, the parcel did not arrive at the bankruptcy court until
April 15, 2004, one day beyond the deadline and the guaranteed
delivery date.  Spencer argues that its proof of claim should be
deemed timely filed because the circumstances leading to the
untimely filing were outside its control.

With respect to Spencer's failure to file a response to the
Debtors' objection to the proof of claim, Spencer's attorneys
stated that they did not read the deadline in the "scream or die"
notice attached to the Debtor's objection because it was
inconspicuously placed after the certificate of service.
Consequently, they did not realize that a response to the
objection was necessary until after the deadline had passed.
Furthermore, they argue that the language of the notice is vague
and suggests that Spencer's response to the Debtor's objection was
permissive rather than mandatory.  Spencer's attorneys assert that
they mistakenly believed the court would hold a hearing on the
Debtor's objection whether or not they responded.  Consequently,
they were surprised by the court order granting the Debtor's
objection, and disallowing the claim.

Spencer's attorneys then filed a motion to have the proof of claim
deemed timely filed and a motion for relief from the order
granting the Debtor's objection.

Judge Walter doesn't buy Spencer's arguments and says that the
problem isn't the late-filed claim but the lawyers' failure to
respond to the claim objection.  "It is apparent that [Spencer]'s
only basis for reconsideration of the order disallowing its claim
is the failure of its counsel to read the notice and pertinent
procedural rule establishing the deadline for responding to an
objection to claim.  The court concludes that neither of these
reasons for delay constitutes excusable neglect.  The Pioneer
"excusable neglect" standard, Judge Walter relates, is to deter
creditors or other parties from freely ignoring court ordered
deadlines in the hope of winning a permissive reprieve under the
procedural rules.

The Sterling Rubber Products Company, based in Dayton, Ohio, filed
for chapter 11 protection on Dec. 4, 2003 (Bankr. S.D. Ohio Case
No. 03-40549).  Lawrence T Burick, Esq., at Thompson Hine LLP,
represents the Debtor.


SUPRA TELECOM: Endeavor & HIG Capital Buy Assets for $27 Million
----------------------------------------------------------------
Endeavor Capital Management, LLC, and HIG Capital Management,
Inc., presented the highest and best offer -- $26.9 million -- to
buy substantially all of Supra Telecommunications and Information
Systems, Inc.'s assets.   The sale proceeds will be used to fund a
liquidating chapter 11 plan that will pay claims in their order of
statutory priority and pursue avoidance actions for the benefit of
the company's unsecured creditors.

The Honorable Robert Mark has scheduled hearings on Nov. 8 and 12
to review that plan and a related disclosure statement.

Miami-based Supra Telecom was a competitive local exchange carrier
offering local, long distance and internet access
telecommunication services to homes and small business customers
in Florida.  The Debtor filed for Chapter 11 protection on October
23, 2002 (Bankr. S.D. Fla. Case No. 02-41250).  Kevin S. Neiman,
Esq., in Miami, Florida, represents the Debtor.


TENNECO AUTOMOTIVE: Reducing 250 Salaried Positions to Cut Costs
----------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) plans to eliminate up to 250
salaried positions (about six percent) -- the majority at the
middle and senior management levels -- from its worldwide work
force as part of a global restructuring.  The company will also
reduce the number of strategic business units to six by
consolidating its Australia/New Zealand operations with its Asia
operations to create a new Asia-Pacific business unit.

This restructuring initiative accelerates plans to reduce SGA&E
(selling, general, administrative and engineering) expense and
improve the company's gross margin performance.  The company is
taking this action to strengthen its competitiveness and sustain
turnaround efforts in the face of challenging industry conditions,
including rising raw material costs.

"We regret the impact this action will have on our employees,"
said Mark P. Frissora, chairman and CEO, Tenneco Automotive.  "The
reality of volatile market conditions makes this move imperative.
The decision to reduce our workforce, while difficult, is the
right step to help maximize our potential for success with a lower
cost structure and more efficient operations."

Tenneco Automotive's Australia/New Zealand business unit will
become a part of a newly created Asia-Pacific business unit, which
will also include the company's operations in China, Japan, India,
Thailand and Singapore, as well as its Japanese original equipment
business worldwide.  Timothy Donovan, executive vice president,
will lead the Asia Pacific business unit.  Previously, Donovan was
managing director of the International Group, which included the
company's operations in South America and Asia.  Alex Drysdale,
currently managing director for the Australia/New Zealand business
unit, is resigning to pursue other interests.

Don Miller, currently vice president and general manager of the
European aftermarket, will take on a new role of establishing and
developing the company's aftermarket business in China.  As a
result, the European aftermarket sales and marketing organization
will report directly to Hari Nair, executive vice president and
managing director of Tenneco Automotive Europe.

Finally, Tenneco Automotive's South American operations, which had
been part of the company's International business unit, will now
be moved under the company's European operations and managed by
Hari Nair as well.

Tenneco Automotive estimates that this cost reduction plan will be
completed by the end of the first quarter 2005 and will generate
approximately $20 million in annual savings when fully
implemented.  The company anticipates taking charges between $20
million and $24 million, over the next two quarters, related to
the reductions announced today.  All work force reductions will be
done in compliance with legal and contractual requirements.

                        About the Company

Tenneco Automotive is a $3.8 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,200
employees worldwide.  Tenneco Automotive is one of the world's
largest designers, manufacturers and marketers of emission control
and ride control products and systems for the automotive original
equipment market and the aftermarket.  Tenneco Automotive markets
its products principally under the Monroe(R), Walker(R), Gillet(R)
and Clevite(R)Elastomer brand names. Among its products are Sensa-
Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R)
performance exhaust products, and Clevite(R)Elastomer noise,
vibration and harshness control components.

Tenneco Automotive (S&P, B+ Corporate Credit Rating, B- Senior
Subordinated Notes) is a $3.8 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,200
employees worldwide. Tenneco Automotive is one of the world's
largest designers, manufacturers and marketers of emission control
and ride control products and systems for the automotive original
equipment market and the aftermarket.  Tenneco Automotive markets
its products principally under the Monroe(R), Walker(R), Gillet(R)
and Clevite(R)Elastomer brand names.  Among its products are
Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R)
performance exhaust products, and Clevite(R)Elastomer noise,
vibration and harshness control components.

                          *     *     *

As reported in the Troubled Company Reporter on Jul. 29, 2004,
Fitch Ratings has assigned a 'B-' rating to the new senior
subordinated notes Tenneco Automotive Inc. is issuing to refinance
the existing senior subordinated notes.  Tenneco's senior secured
bank debt and senior secured debt are 'B+' and 'B', respectively.
The Rating Outlook is Stable.

Tenneco announced on July 26 a tender offer for its outstanding
11-5/8% senior subordinated notes due 2009.  Tenneco plans to
refinance the $500 million of higher coupon notes with the
issuance of a new senior subordinated notes in the like amount
with a meaningfully lower coupon rate and 2014 maturity date.

Fitch views the refinancing transaction as mildly positive as the
refinancing will allow for an extended debt maturity profile and
improved interest coverage metrics for debt holders going forward.
However, the premiums for the tender offer and the fees associated
with the transaction will require some cash usage, leading to a
slight increase in net debt capitalization, pro-forma for the
transaction.

At June 30, 2004, Tenneco had $1.419 billion of debt on its
balance sheet with another $148 million of funding through its
accounts receivable funding facility.  Liquidity was provided by
$166 million in cash plus $220 million in revolver and $125
million in L/C facility availability.  These debt and liquidity
levels compare favorably to year-end 2003 and comparable year ago
levels.  Reduction in working capital and stable operating
performance have contributed to the stable balance sheet
performance.

For six months ended June 30, 2004, Tenneco's free cash flow,
defined as operating cash flow minus capital expenditures, was a
positive $5 million versus a negative $26 million last year.  Some
of the positive drivers this year were better profitability, good
working capital performance, and favorable timing of balance sheet
items.  Typically, the second half of the year is a stronger cash
flow period, so overall for the year Fitch expects that Tenneco
should be able to generate a modest level of free cash flow for
debt reduction.

Operationally, Tenneco has shown above average performance for the
year to date with growth in sales and profitability for the first
six months 2004 despite a relatively flat build environment in
North America and in Europe and continued adverse cost conditions.
Adjusted for foreign currency translation and pass-through sales,
Tenneco's first half 2004 sales increased 7% to $1.681 billion
while consolidated EBIT gained a strong 26% to $131 million.
Rebounding performance in the European OE operations, both in
sales and in profitability plus stabilization in North American
aftermarkets were the key drivers in the improved operating
performance.  Rationalization/cost efficiency programs were used
to offset the continued pricing pressures from OE customers while
a large steel contract, which runs through 2005 has helped Tenneco
manage through the cost volatility in the steel market.

Looking forward to the balance of the year and beyond, key risks
to extending the operational momentum loom in the way of
production volume uncertainty with domestic OEMs, continued raw
material cost volatility which run past the 2005 contract period,
and reversal of the nascent gains in European operations.


TRITON PCS: Reports $401.6 Mil. Stockholders' Deficit at Sept. 30
-----------------------------------------------------------------
Triton PCS Holdings, Inc. (NYSE: TPC) reported third-quarter
Adjusted EBITDA of $64.5 million and net cash provided by
operating activities of $58.7 million.  Roaming revenue rebounded
from the second quarter to $44.0 million as GSM/GPRS roaming
traffic grew to more than 50% of total roaming minutes, aided by
volume from new roaming partner T-Mobile in the Carolinas.  The
company ended the third quarter with 899,862 subscribers.

In September 2004, the company entered into a definitive agreement
with Cingular and AT&T Wireless to exchange the company's Virginia
network assets and customers for AT&T Wireless's network assets
and customers in certain markets in North Carolina and Puerto
Rico.  The exchange of these assets is subject to customary
regulatory and other third party approvals, and Triton currently
expects to complete the exchange of these network assets later
this year.  Through separate agreements entered into with Cingular
and AT&T Wireless in July 2004, Triton PCS's affiliate
relationship with AT&T Wireless ended with the closing earlier
this week of the Cingular and AT&T Wireless merger.  In connection
with ending that relationship, AT&T Wireless surrendered to Triton
PCS all of the shares of Triton PCS Holdings preferred stock
previously held by AT&T Wireless.

"With the signing of our definitive agreement in September, we are
moving steadily in our planning for closing the transaction with
Cingular and AT&T Wireless, which we expect will take place in the
fourth quarter of this year," said Michael E. Kalogris, Triton PCS
chairman and chief executive officer.  "Meanwhile, such a
fundamental change for Triton PCS has unavoidably caused some
confusion in the marketplace, which we believe had a near-term
negative impact on our subscriber results."

Mr. Kalogris said, "We expect our transition will begin in the
first quarter of 2005 as we launch the `new' SunCom Wireless
brand, aimed at capitalizing on the improved growth prospects we
will enjoy as a fully independent company with a greater presence
in top 50 markets and significantly reduced dependence on roaming
revenue with a contiguous footprint in the Carolinas."

In a separate announcement today, Triton PCS reported that it has
finalized the terms of a proposed stock purchase agreement to
acquire Urban Comm - North Carolina Inc., subject to FCC and U.S.
Bankruptcy Court approval.  This purchase would solidify the
company's spectrum position in its Southeast footprint.

                        About the Company

Triton PCS is a wireless phone service provider based in Berwyn,
Pennsylvania.  After giving effect to a pending exchange of
territories with Cingular Wireless and AT&T Wireless Services,
Triton PCS will be licensed to provide digital wireless
communications services in an area covering 14.3 million people in
the Southeastern United States and 4.0 million people in Puerto
Rico and the U.S. Virgin Islands.

For more information on Triton PCS and its products and services,
visit the company's websites at: http://www.tritonpcs.com/and
http://www.suncom.com

At Sept. 30, 2004, Triton PCS' balance sheet showed a $401,590,000
stockholders' deficit, compared to a $320,251,000 deficit at
Dec. 31, 2003.


TRUMP HOTELS: Names Scott Butera Pres. & Chief Operating Officer
----------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., (OTCBB: DJTC.OB) said Donald
J. Trump, the Company's Chairman and Chief Executive Officer, has
appointed Scott C. Butera as the Company's President and Chief
Operating Officer.  Mark A. Brown will continue to serve as the
President and Chief Executive Officer of the Company's casino
operations group.  These actions, which will be effective upon
receiving the required regulatory approval, were unanimously
approved by the Company's Board of Directors.

Mr. Trump stated, "Scott is not only one of my finest executives,
he is also one of the hardest working.  We literally worked
together around the clock putting our plan together.  I'm
confident that with his direction, our Company and the Trump brand
will flourish. His investment banking experience, coupled with his
tremendous work ethic and uncanny ability to bring groups
together, will serve our Company well.  We are in good hands."

Scott Butera, who joined the Company in September 2003, after a
fifteen year career as an investment banker in the lodging, gaming
and leisure industry, was largely instrumental in the development
of the Company's recapitalization plan announced on Oct. 21, 2004.
Scott commented, "As President and Chief Operating Officer, I look
forward to working with Mr. Trump, Mark Brown and the rest of our
management team in leading our Company toward great economic and
strategic heights.  The strength of the Trump brand, coupled with
the strong financial platform which will be created by our
recapitalization plan, will create many exciting growth
opportunities.  In addition, we have developed numerous
relationships with large institutional investors.  I will ensure
that these relationships are maintained and that we continue to
access the many financial resources available to our Company."

Mark Brown added, "My focus of providing our Trump customers a
great gaming experience and giving our employees a thriving
operating environment that recognizes their contributions to the
success of the Trump brand remains paramount to me.  With the
resources now available to the Company, we should be able to rise
to a whole new level."

                        About the Company

Through its subsidiaries, THCR 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.

                          *     *     *

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.


TRW AUTOMOTIVE: Fitch Places BB+ Rating on Planned $300M Term Loan
------------------------------------------------------------------
Fitch Ratings assigns an indicative rating of 'BB+' to the
proposed new $300 million term loan.  The proposed term loan will
be utilized to take-out TRW Automotive Intermediate Holdings
Corp.'s existing $600 million pay-in-kind seller note, payable to
Northrop Grumman Corp.

As a result of this transaction, TRW will eliminate the note by
utilizing the $300 million Term E facility, as well as a
combination of cash on hand and funds obtained under existing
liquidity arrangements.  The 15-year 8% pay-in-kind note had a
book value (including accrued interest) of approximately
$417 million and a face value (including accrued interest) of
$678 million as of the end of TRW's third quarter.

Fitch views the transaction positively; although, it will result
in higher cash interest payments (the seller note currently
accrues interest).  The transaction also brings this debt down to
the operating company from the holding company, which will dilute
the asset and structural protection of the senior secured lenders
under the existing structure.  However, the transaction removes a
potentially substantial overhang on the long-term capital
structure.  Fitch has previously referenced our expectation that
this would occur, and this expectation has been factored into the
rating.  Given TRW's relatively stable operating cash flow, the
new capital structure facilitates further debt paydown.  While
providing additional capital structure flexibility, this
transaction will also resolve most of the remaining issues between
Northrop and TRW.  Fitch continues to anticipate that TRW's stable
cash flow generation should enable it to pay down debt and
progress toward management's goal of eventually achieving an
investment-grade rating.

This transaction will likely result in a fourth quarter charge of
approximately $115 million.


UPC DISTRIBUTION: S&P Assigns B Rating to E400M Sr. Secured Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to UPC
Distribution Holding B.V.'s E400 million tranche F senior secured
term loan due 2011.  A recovery rating of '3' was also assigned to
the loan, indicating the expectation for meaningful recovery of
principal (50%-80%) in the event of a default.  The new bank
tranche is pari passu with company's E3.45 billion of
existing senior secured bank facilities.

Existing ratings on parent UnitedGlobalCom Inc. and related
entities, including the 'B' corporate credit rating, were
affirmed.  The outlook is stable.

Proceeds of the tranche F loan will be used to repay other
existing outstanding bank debt under the company's E3.45 billion
bank facility, which could include up to ?200 million of
borrowings outstanding under the revolving credit.  While
repayment of borrowings outstanding under the revolving credit
could increase the total commitment by up to about E200 million,
such an increase is not material enough to change the recovery
prospects for the fully drawn loan, which would increase to
E3.650 billion.

"The ratings reflect Denver, Colorado-based cable television
operator UGC's significant business risk in its 11 European cable
markets, which represent the vast majority of its revenues and
EBITDA," said Standard & Poor's credit analyst Catherine
Cosentino.  Subsidiary UGC Europe Inc. emerged from bankruptcy in
September 2003.  The company relied heavily on debt to fund the
ambitious upgrade of its network to support aggressive growth in
its video, Internet, and telephony subscribers.  However, such
growth failed to materialize.

While UGC's debt has been reduced to about $4 billion as a result
of several debt restructurings, including at UPC Polska, the
company still remains relatively highly leveraged, at about 5.4x
debt to second-quarter 2004 annualized EBITDA on an operating
lease-adjusted basis, excluding restructuring and asset impairment
charges, as well as stock-based compensation credits, and before
the acquisition of French cable TV operator Noos (leverage is 5.1x
including stock compensation credits).


VERESTAR INC: Administrative Claims Must be Filed by Nov. 15
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set November 15, 2004, as the deadline for all creditors holding
administrative expense claims against Verestar, Inc. and its
debtor-affiliates to file an administrative proof of claim.

Only creditors holding administrative expense claims arising after
December 22, 2003 are allowed to file an administrative proof of
claim.

Creditors must file written proofs of claims on or before the
November 15 Administrative Claims Bar Date, and those forms must
be delivered to:

               Verestar Claims Processing
               c/o United States Bankruptcy Court
               Southern District of New York
               One Bowling Green
               New York, New York 10004

Verestar agreed to sell its assets to SES AMERICOM earlier this
year for $18.5 million in cash and the Court blessed that
transaction.  The Debtor filed a chapter 11 plan and disclosure
statement on Sept. 29, 2004, outlining its proposal to distribute
those sale proceeds to creditors in order of their statutory
priority.  Judge Gropper will convene a hearing on Nov. 9, 2004,
to consider the adequacy of the company's Disclosure Statement.
Objections to the Disclosure Statement, if any, must be filed and
served by Nov. 2.  If Judge Gropper finds that the disclosure
document provides adequate information allowing creditors to make
informed decisions about whether to vote to accept or reject the
plan, he'll approve the document for distribution to creditors.
The Court will hold a hearing to consider the merits of the plan,
and whether it should be confirmed, at a later date.

Headquartered in Fairfax, Virginia, Verestar, Inc., --
http://www.verestar.com/-- is a provider of satellite and
terrestrial-based network communication services.  The Company
and two of its affiliates filed for chapter 11 protection on
December 22, 2003 (Bankr. S.D.N.Y. Case No. 03-18077).  Matthew
Allen Feldman, Esq., at Willkie Farr & Gallagher LLP represents
the Debtors.  When the Company filed for protection from its
creditors, it listed assets and debts of more than $100 million
each.


VIVENDI UNIVERSAL: Sells European Operations for EUR270 Million
---------------------------------------------------------------
Vivendi Universal (Paris: 12777 and NYSE:V) and Viacom (NYSE:
VIAB) have sold the European operations of the UCI Cinemas group
(UK, Ireland, Germany, Austria, Spain, Portugal and Italy) to
Terra Firma for a price of EUR270 million debt and cash free.
Vivendi Universal and Viacom each owned 50% of UCI Cinemas.

The UCI group's 50% stake in UCI Japan was sold separately for an
additional EUR 45.6 million to Sumitomo Corporation.

Headquartered in Los Angeles, Vivendi Universal Games (S&P, BB
Long-Term and B Short-Term Corporate Credit Ratings, Positive) is
a leading global developer, publisher and distributor of multi-
platform interactive entertainment. Its development studios and
publishing labels include Blizzard Entertainment, Sierra
Entertainment, Fox Interactive and Massive Entertainment. VU
Games' library of over 700 titles features multi-million unit
selling properties such as Warcraft, StarCraft and Diablo from
Blizzard; Crash Bandicoot, Spyro The Dragon, Ground Control,
Tribes and Leisure Suit Larry.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2004,
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit rating on U.S.-based media company Vivendi Universal
Entertainment LLLP and its 'BBB-' senior secured bank loan rating
following the repayment of the rated bank debt with unrated,
unsecured bank loans. The ratings are removed from CreditWatch,
where they were placed September 3, 2003.


VOEGELE MECHANICAL: Committee Hires Blank Rome as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
gave the Official Committee of Unsecured Creditors of Voegele
Mechanical, Inc., permission to employ Blank Rome LLP, as its
counsel.

Blank Rome will:

    a) assist the Committee in conducting its meetings in relation
       to deliberations for a plan of reorganization;

    b) assist the Committee in the case administration of the
       Debtor's bankruptcy case, including:

          (i) review of docket and general pleadings,

         (ii) maintaining a calendar of critical dates, events,
              and service list, and

        (iii) general communication with parties in interest;

    c) assist the Committee in the review of the Debtor's
       financial information and the review of their business
       operations;

    d) assist the Committee in the review, analysis and
       negotiation of the Debtor's plan of reorganization and
       disclosure statement and funding negotiations with the
       Debtor's stakeholders;

    e) advise the Committee in the review of the Debtor's
       executory contracts and unexpired nonresidential real
       property leases in connection with a plan of reorganization
       and its funding negotiations; and

    f) perform all other legal services as required by the
       Committee.

Michael B. Schaedle, Esq., and Raymond M. Patella, Esq., are the
lead attorneys for the Committee.  Mr. Schaedle discloses that
Blank Rome will charge the Committee, instead of the Debtor, for
the Firm's professional fees and expenses.  For their professional
services, Mr. Schaedle will charge the Committee $345 per hour
while Mr. Patella will charge at $255 per hour.

Mr. Schaedle reports Blank Rome's professionals bill:

    Designation                   Hourly Rate
    ------------                  -----------
    Partner/Counsel               $300 - 625
    Associate                      185 - 380
    Paralegal                      107 - 238

Blank Rome does not represent any interest adverse to the
Committee, the Debtor or its estate.

Headquartered in Philadelphia, Pennsylvania, Voegele Mechanical,
Inc. -- http://www.voegele.net/-- is a heating, air conditioning,
refrigeration, plumbing and electrical contractor.  The Company
filed for a chapter 11 protection on August 3, 2004 (Bankr. E.D.
Pa. Case No. 04-30628).  Rhonda Payne Thomas, Esq., at Klett
Rooney Lieber and Schorling, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection, it
estimated its assets and debts at more than $10 million.


WINN-DIXIE: S&P Slices Corporate Credit Rating to B- from B
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Winn-
Dixie Stores Inc.  The corporate credit rating was lowered to 'B-'
from 'B'.  The outlook is negative.

"The downgrade is based on weaker-than-expected profitability and
cash flow," explained Standard & Poor's credit analyst Mary Lou
Burde.  "Although the company should have sufficient liquidity to
fund its near-term operating and capital needs, improved operating
results or additional funding will be needed to execute longer-
term strategic initiatives."

For the first quarter of fiscal 2005 (ended Sept. 22, 2004), same-
store sales fell 3.7%. EBITDA (excluding unusual charges) dropped
to $24 million from $51 million, and operating margins narrowed
about 100 basis points to 5.4%.  For the year ended June 30, 2004,
lease-adjusted EBITDA was $349 million compared with $715 million
in the year-ago period.  The precipitous decline reflected very
weak same-store sales (negative 4.3%), lower gross margin due to
substantial price cuts, and high marketing costs.  To improve
profitability, the company is undertaking a restructuring, which
will include closing 156 stores, exiting certain markets, and
closing three distribution centers and three manufacturing plants.
The program should generate a one-time cash inflow and annual cost
savings of $60 million-$80 million per year.  In addition, the
company plans to improve its brand positioning, customer service,
and store image through better merchandising and modest store
remodels.

Ratings reflect the company's well below average operating
performance, increasing competitive pressures, regional
concentration, and weak cash flow protection.  Following a
restructuring to be completed by May 2005, Winn-Dixie will operate
922 stores primarily in the Southeast -- a fast-growing but very
competitive market.  Competitors include national supermarkets
(which benefit from greater scale), alternative food retailers
(such as supercenters), and niche players (which have developed
solid customer franchises). Given ambitious opening programs by
competitors and soft consumer spending, competition is expected to
remain intense.

Although funded debt totals only about $315 million, Winn-Dixie's
$2.2 billion in operating lease equivalents resulted in total debt
to EBITDA of 7.3x as of Sept. 22, 2004. EBITDA covered interest
expense by only 1.3x for the trailing 12 months ended Sept. 22,
2004.


WORLDCOM INC: Asks Court to Disallow Moorish Affairs Dept. Claims
-----------------------------------------------------------------
On January 14, 2003, the Department of Moorish Affairs, et al.,
filed Claim No. 10913 for $53,000,000, stating no factual or legal
basis in support of the claim.  Claim No. 10913 was later amended
by Claim No. 13004, which asserts a claim for $53,000,000 based on
"exemplairy [sic.] damages."

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, tells
the United States Bankruptcy Court for the Southern District of
New York that the attached documents to Claim No. 13004:

    -- allege that WorldCom, Inc. and its debtor-affiliates
       disregarded duties owed to the Moorish Affairs Department
       and the public at large;

    -- allege that the Debtors betrayed and breached the trust of
       the "general public at large" and the "United, States,
       Foreign & Domestic"; and

    -- seeks revocation of the Debtors' state and federal permits
       and licenses.

Ms. Goldstein notes that the Department failed to state any legal
basis in support of Claim No. 13004.  The factual allegations
contained in the Claim are entirely without merit and
unsubstantiated.

Claim No. 10913 was again amended by Claim No. 32267.  Ms.
Goldstein observes that Claim No. 32267 appears to have been filed
to clarify the pronunciation of the name of the individual who is
"founder, owner and C.E.O." of each organization stated as a
creditor, but remains devoid of any legal basis for its meritless
claims.

The Debtors object to Claim Nos. 10913, 13004 and 32267 because
based on their books and records, they have no liability to the
Department for the Claims.  Claim Nos. 10913 and 13004 have been
superseded by Claim No. 32267.  Thus, the Debtors ask the Court to
disallow and expunge the Claims.

The Debtors recognize that Chapter 11 procedures and proof of
claim forms can be confusing for those unfamiliar with the
bankruptcy process.  Thus, the Debtors have not sought sanctions
against the Department for filing the claims.  Nonetheless, the
Debtors note that the penalty for presenting a fraudulent claim is
a fine up to $500,000 or imprisonment up to five years or both.
The Debtors reserve their rights with respect to the Department's
Claims, including the right to seek sanctions.

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)


YODERS INC: Case Summary & 21 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Yoders, Inc.
        aka Yoders Country Markets
        Route 669, P.O. Box 249
        Grantsville, MD 21536

Bankruptcy Case No.: 04-34575

Type of Business: The Debtor operates a meat processing plant and
                  two country markets.

Chapter 11 Petition Date: October 28, 2004

Court: District of Maryland (Greenbelt)

Judge: Nancy V. Alquist

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  Gins and Greenfeld
                  5028 Wisconsin Avenue, North West, Suite 300
                  Washington, DC 20016
                  Tel: 202-537-7050

Total Assets: $1,235,524

Total Debts:  $1,341,494

Debtor's 21 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Noah Kinsinger                              $75,000

Internal Revenue Service                    $63,100

Imlers Poultry                              $49,077

Sprague Energy Co.                          $43,382

Dutch Valley Food Distr.                    $40,748

Sledd Co.                                   $40,439

Marylan Comptroller                         $34,050

Vista Food Exchane, Inc.                    $30,416

Triple Silo Farm                            $25,000

Amerada Hess Co.                            $21,643

Injured Workers, Inc. Co.,                  $20,792

Internal Revenue Service                    $14,644

Navistar Financial                          $11,765

Citi Business Card                          $11,131

Omnipac, LLC                                $10,359

Allegheny Power                              $8,658

Reed, Wertz & Roadman                        $8,611

Grantsville Ag Service                       $8,228

Blackburn Russell                            $5,119

McAneny Brothers                             $5,096

Martin Bamburger                             $2,708


ZIFF DAVIS: Sept. 30 Stockholders' Deficit Widens to $930.7 Mil.
----------------------------------------------------------------
Ziff Davis Holdings Inc., the ultimate parent company of Ziff
Davis Media Inc., reported operating results for its third quarter
ended September 30, 2004.  The Company's consolidated revenues
continued to grow in the third quarter to $46.2 million,
representing a 2% increase compared to revenues of $45.2 million
for the third quarter ended September 30, 2003.

The Company reported consolidated earnings before interest
expense, provision for income taxes, depreciation, amortization
and non-recurring and certain non-cash charges including non-cash
compensation (1) of $6.5 million for the quarter ended Sept. 30,
2004, compared to EBITDA of $6.6 million for the same period in
2003.  The third quarter 2004 EBITDA results include losses for
new initiatives (principally Sync magazine, 1UP.com and
DigitalLife) of $2.9 million, compared to losses for these
businesses of $0.4 million for the third quarter of 2003.

Condensed Consolidated Statements of Operations for the quarters
and nine months ended September 30, 2004 and 2003, Condensed
Consolidated Balance Sheets at September 30, 2004 and December 31,
2003 and Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 2004 and 2003, are set forth at
the end of this release.

"We're encouraged that revenue continued to grow during the third
quarter of 2004, despite the slow seasonal period and what remains
a difficult media marketplace.  This demonstrates the importance
of our strategy to invest in new initiatives to diversify our
products and services and constantly strive to provide our
customers with innovative solutions," said Robert F. Callahan,
Chairman and CEO, Ziff Davis Holdings Inc. "We also continue to
focus on improving the operating efficiencies of our businesses,
particularly in certain sectors like videogaming, where the
underlying industry has entered its next cycle of game console and
software development.  Our principal goals remain to grow our #1
market shares while also targeting new, higher growth areas to
drive increased revenues and profits for our customers and
shareholders."

      Financial Summary for the Quarter Ended September 30, 2004

As of July 1, 2004, the Company amended its Senior Credit
Facility. The amendment eliminated the concepts of Restricted and
Unrestricted Subsidiaries and now allows the Company to be viewed
in its entirety for purposes of financial covenant compliance.  As
a result, the Company will now report its performance in three
operating segments-the Consumer Tech Group, The Enterprise Group
and the Game Group-which also reflects the management reporting
structure of the Company.

Consumer Tech Group

The Consumer Tech Group is principally comprised of two of the
Company's magazine publications, PC Magazine and Sync; a number of
consumer-focused websites, including pcmag.com and
extremetech.com; and the Company's new consumer electronics event,
DigitalLife.

Revenue for the Consumer Tech Group for the third quarter ended
September 30, 2004 was $18.0 million, reflecting an increase of
$0.4 million or 2% compared to the $17.6 million reported in the
same period last year.  The increase is primarily related to
higher advertising revenue for the Company's Internet operations
and Sync magazine, and revenue for PC Magazine events which
debuted in 2004.  However, these gains were partially offset by
lower advertising pages and revenues for PC Magazine, which
primarily reflects a change in the publishing calendar and one
fewer issue for the quarter ended September 30, 2004 compared to
the same prior year period.  As a result, PC Magazine will publish
one extra issue in the fourth quarter of 2004 versus 2003 and the
total number of issues for the year will remain the same.

Cost of production for the Consumer Tech Group for the third
quarter ended September 30, 2004 was $4.4 million, down $0.8
million or 15% compared to $5.2 million in the prior year period.
The decrease primarily relates to lower manufacturing, paper and
distribution costs as a result of publishing the one fewer issue
of PC Magazine for the quarter ended September 30, 2004, plus
savings achieved through the implementation of a number of new
production and distribution initiatives and the impact of more
favorable supplier contracts.  These savings were partially offset
by incremental costs associated with the start-up of Sync
magazine.

Selling, general and administrative (SG&A) expenses for the
Consumer Tech Group were $9.6 million for the third quarter ended
September 30, 2004, reflecting an increase of $1.5 million or 19%
from $8.1 million in the same prior year period.  The increase is
primarily due to incremental costs associated with the start-up of
Sync magazine and increased Internet promotion, content and sales
costs.

Enterprise Group

The Enterprise Group is comprised of several businesses in the
magazine, Internet, event, research and marketing tools areas. The
three magazine publications in this segment are eWEEK, CIO Insight
and Baseline.  The Internet properties in this segment are
primarily those affiliated with the Company's magazine brands,
including eweek.com, cioinsight.com and baselinemag.com, but also
include over 20 weekly eNewsletters and the eSeminars(TM) area,
which produces sponsored interactive webcasts.  This segment also
includes the Company's market-leading Custom Conference Group
(CCG), which creates and manages several hundred face-to-face
events for marketing clients per year; Baseline Business
Information Services (BBIS), a research and marketing tools unit
launched in 2003; and Contract Publishing, which produces custom
magazines, white papers, case studies and other sales and
marketing collateral for customers.

Revenue for the Enterprise Group for the third quarter ended
September 30, 2004 was $17.0 million compared to $14.8 million in
the same period last year, reflecting a $2.2 million or 15%
improvement.  The increase is primarily related to generally
increased business-to-business marketing budgets and spending in
2004 by enterprise technology-focused companies, as the U.S. job
market and capital spending have stabilized and begun growing
again.  As a result, the Company had higher advertising revenue
for its Internet operations and CIO Insight, substantially
increased CCG event revenues for eWEEK, CIO Insight and Baseline
and new, incremental revenue for its BBIS business in the third
quarter of 2004.

Cost of production for the Enterprise Group was $3.6 million for
the third quarter ended September 30, 2004, which is essentially
unchanged from the same prior year period as incremental costs
associated with increased Contract Publishing volume were offset
by reduced Internet infrastructure and operating costs.

Selling, general and administrative (SG&A) expenses for the
Enterprise Group were $10.4 million for the third quarter ended
September 30, 2004, reflecting an increase of $0.3 million or 3%
from $10.1 million in the same prior year period. The increase is
primarily due to increased CCG events, BBIS development costs and
Internet promotion, content and sales expense.  However, these
higher costs were partially offset by reduced edit and other
overhead costs as a result of the Company's continued cost
management efforts.

Game Group

The Game Group is focused on the videogame market and is
principally comprised of five magazine publications (Electronic
Gaming Monthly, Computer Gaming World, Official U.S. PlayStation
Magazine, Xbox Nation and GMR) and 1UP.com, the online destination
for gaming enthusiasts, which was launched in October 2003.

Revenue for the Game Group for the third quarter ended September
30, 2004 was $11.2 million, down $1.6 million or 13% compared to
$12.8 million in the same period last year.  The decrease is
primarily due to continued softness in the videogame magazine
advertising market which resulted in steep advertising page
declines for the market in general and in a number of the
Company's publications in particular.  In addition, single copy
circulation revenues also continued to decline as consumer traffic
and retail spending at newsstands remained sluggish.  These
trends, which are continuing into fourth quarter 2004, appear to
indicate an early start to the game console and software
development cycle, which typically results in contracting
videogame marketing and consumer spending, as manufacturers,
marketers and consumers wait for new products to be introduced.

Cost of production for the Game Group for the third quarter ended
September 30, 2004 was $5.7 million, reflecting an increase of
$0.2 million or 4% from $5.5 million in the same prior year
period.  The increase is primarily related to additional costs
incurred for premiums (e.g., posters, CDs, etc.) included with
certain of the Company's publications to stimulate newsstand
sales; the start-up of 1UP.com; an increase in the frequency of
Xbox Nation; and an increase in the circulation level of
Electronic Gaming Monthly.  These increased costs were partially
offset by manufacturing, paper and distribution cost savings
achieved through the implementation of a number of new production
and distribution initiatives and the impact of more favorable
supplier contracts.

Selling, general and administrative (SG&A) expenses for the Game
Group were $6.0 million for the third quarter ended September 30,
2004, reflecting a decrease of $0.1 million or 2% from $6.1
million in the same prior year period.  The decrease is primarily
due to overhead efficiencies gained as a result of the Company's
continued cost management efforts, which were partially offset by
incremental costs associated with the Company's start-up of
1UP.com.

            Cash Position and Payment of Senior Debt

As of September 30, 2004, the Company had $31.8 million of cash
and cash equivalents and its accounts receivable Days Sales
Outstanding (DSO) were 44 DSO, once again reflecting the Company's
solid cash management and receivable collection efforts.

The September 2004 cash balance reflects a $3.9 million decrease
of cash versus the $35.7 million balance at June 30, 2004.  This
decrease is primarily related to the resumption of the Company's
scheduled $4.3 million of quarterly principal repayments under its
Senior Credit Facility, the first payment of which was made on
September 30, 2004.

The Company anticipates that its cash balance, excluding the
impact of any additional acquisitions, will be in the range of
$34.0 to $36.0 million at December 31, 2004.  This projection
includes the continued pay-down of $4.3 million of principal on
the Company's Senior Credit Facility in the fourth quarter of
2004, and cash expended for the acquisition of Connexus Media
Inc., a business-to-business online publishing company, which was
completed on October 1, 2004.  As a result, the Company's
aggregate principal repayments on its senior debt for the full
year 2004 is estimated to be $15.0 million and the balance
outstanding on its Senior Credit Facility is estimated to be
reduced to $174.1 million at December 31, 2004.

               Amendment to Senior Credit Facility

As previously announced, the Company and its senior lenders
amended the Senior Credit Facility agreement as of July 1, 2004.
The amendment, which received a 100% vote of the senior lenders,
eliminated the distinction between the Restricted and Unrestricted
Subsidiaries and allows the Company to be viewed in its entirety
for purposes of financial covenant compliance.  As a result, the
Company's operating performance and financial covenant
calculations are based on total Company results instead of results
for the Restricted Subsidiaries only, and the financial covenant
targets have been reset to reflect this change.  The amendment
also provides the Company with the added flexibility to make
certain strategic investments and acquisitions.

                         Business Outlook

Reflecting the impact of the holiday season in increasing certain
volumes of consumer advertising, plus the impact of continued
investment in funding start-up losses for the Company's new
business initiatives, the Company anticipates that consolidated
EBITDA for the fourth quarter of 2004 will be in the range of
$19.0 million to $21.0 million compared to $17.3 million of
consolidated EBITDA for the fourth quarter ended December 31,
2003.  The Company estimates that losses for its three new
business initiatives (Sync magazine, 1UP.com and DigitalLife) will
be in the range of $1.5 million to $2.5 million for the fourth
quarter of 2004.

For those who are unable to participate in the live call, the
conference call will be recorded and available by telephone from
5:00 p.m. ET on Oct. 28, 2004 to 5:00 p.m. ET on Nov. 5, 2004.
Persons interested in listening to the recorded call should dial
1-866-393-0864 for domestic calls and 1-203- 369-0431 for
international calls.  Any material financial or statistical
information discussed on the conference call that is not otherwise
included in this press release will be made available on our
website, http://www.ziffdavis.com/under the heading Investor
Relations.

                  About Ziff Davis Holdings Inc.

Ziff Davis Holdings Inc. is the ultimate parent company of Ziff
Davis Media Inc. Ziff Davis Media is a leading integrated media
company focusing on the technology, videogame and consumer
lifestyle markets.  The Company is an information services
provider of technology media including publications, websites,
conferences, events, eSeminars, eNewsletters, custom publishing,
list rentals, research and market intelligence.  In the United
States, the Company publishes 10 market-leading magazines
including PC Magazine, Sync, eWEEK, CIO Insight, Baseline,
Electronic Gaming Monthly, Computer Gaming World, Official U.S.
PlayStation Magazine, Xbox Nation and GMR. The Company exports the
power of its brands internationally, with publications in 41
countries and 20 languages.  Ziff Davis leverages its content on
the Internet with eight highly-targeted technology and gaming
sites including PCMag.com, eWEEK.com, ExtremeTech.com and 1UP.com.
The Company also produces highly- targeted b-to-b events through
its Custom Conference Group and large-scale consumer technology
events including DigitalLife. With its main headquarters and PC
Magazine Labs based in New York, Ziff Davis Media also has offices
and lab facilities in the San Francisco and Boston markets.
Additional information is available at http://www.ziffdavis.com/

At Sept. 30, 2004, Ziff Davis' balance sheet showed a $930,651,000
stockholders' deficit, compared to an $863,351,000 at Dec. 31,
2003.


* BOND PRICING: For the week of November 1 - November 5, 2004
-------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         6.000%  02/15/06    25
American & Foreign Power               5.000%  03/01/30    73
American Airline                       4.250%  09/23/23    70
AMR Corp.                              4.500%  02/15/24    61
AMR Corp.                              9.000%  08/01/12    60
AMR Corp.                              9.000%  09/15/16    58
AMR Corp.                             10.200%  03/15/20    54
Applied Extrusion                     10.750%  07/01/11    58
Armstrong World                        6.350%  08/15/03    65
Bank New England                       8.750%  04/01/99    10
Burlington Northern                    3.200%  01/01/45    57
Calpine Corp.                          7.750%  04/15/09    54
Calpine Corp.                          7.785%  04/01/08    60
Calpine Corp.                          8.500%  07/15/10    72
Calpine Corp.                          8.500%  02/15/11    55
Calpine Corp.                          8.625%  08/15/10    55
Calpine Corp.                          8.750%  07/15/07    69
Comcast Corp.                          2.000%  10/15/29    44
Continental Airlines                   4.500%  02/01/07    71
Continental Airlines                   5.000%  06/15/23    71
Delta Air Lines                        7.700%  12/15/05    64
Delta Air Lines                        7.711%  09/18/11    68
Delta Air Lines                        7.900%  12/15/09    43
Delta Air Lines                        8.000%  06/03/23    48
Delta Air Lines                        8.300%  12/15/29    33
Delta Air Lines                        8.375%  12/10/04    65
Delta Air Lines                        9.000%  05/15/16    33
Delta Air Lines                        9.250%  03/15/22    33
Delta Air Lines                        9.750%  05/15/21    36
Delta Air Lines                       10.000%  08/15/08    56
Delta Air Lines                       10.125%  05/15/10    42
Delta Air Lines                       10.375%  02/01/11    42
Dobson Comm. Corp.                     8.875%  10/01/13    67
Evergreen Int'l Avi.                  12.000%  05/15/10    64
Falcon Products                       11.375%  06/15/09    64
Federal-Mogul Co.                      7.500%  01/15/09    30
Finova Group                           7.500%  11/15/09    46
Foamex L.P.                            9.875%  06/15/07    71
Greyhound Lines                        8.500%  03/31/07    75
Iridium LLC/CAP                       14.000%  07/15/05    13
Inland Fiber                           9.625%  11/15/07    46
Kaiser Aluminum & Chem.               12.750%  02/01/03    19
Kulicke & Soffa                        0.500%  11/30/08    74
Level 3 Comm. Inc.                     2.875%  07/15/10    71
Level 3 Comm. Inc.                     6.000%  09/15/09    58
Level 3 Comm. Inc.                     6.000%  03/15/10    58
Liberty Media                          3.750%  02/15/30    67
Liberty Media                          4.000%  11/15/29    69
Mirant Corp.                           2.500%  06/15/21    65
Mirant Corp.                           5.750%  07/15/07    65
Mississippi Chem.                      7.250%  11/15/07    59
National Vision                       12.000%  03/30/09    62
Northern Pacific Railway               3.000%  01/01/47    58
Northwest Airlines                     7.875%  03/15/08    65
Northwest Airlines                     8.700%  03/15/07    70
Northwest Airlines                    10.000%  02/01/09    67
Northwest Airlines                    10.500%  04/01/09    73
Nutritional Src.                      10.125%  08/01/09    65
Oglebay Norton                        10.000%  02/01/09    38
O'Sullivan Ind.                       13.375%  10/15/09    46
Owens Corning                          7.000%  03/15/09    50
Owens Corning                          7.500%  05/01/05    47
Owens Corning                          7.500%  08/01/18    50
Pegasus Satellite                     12.375%  08/01/06    64
Pegasus Satellite                     13.500%  03/01/07     2
Pen Holdings Inc.                      9.875%  06/15/08    53
PG&E National Energy                  10.375%  05/16/11    75
Primus Telecom                         8.000%  01/15/14    72
RCN Corp.                             10.000%  10/15/07    51
RCN Corp.                             10.125%  01/15/10    55
RCN Corp.                             11.125%  10/15/07    54
Reliance Group Holdings                9.000%  11/15/00    16
RJ Tower Corp.                        12.000%  06/01/13    72
Spacehab Inc.                          8.000%  10/15/07    65
Syratech Corp.                        11.000%  04/15/07    44
Trico Marine Service                   8.875%  05/15/12    49
Triton Pcs. Inc.                       8.750%  11/15/11    71
Triton Pcs. Inc.                       9.375%  02/01/11    73
Tower Automotive                       5.750%  05/15/24    50
United Air Lines                       9.125%  01/15/12     6
United Air Lines                      10.670%  05/01/04     6
Univ. Health Services                  0.426%  06/23/20    58
Zurich Reinsurance                     7.125%  10/15/23    65

                          *********

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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