TCR_Public/041102.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 2, 2004, Vol. 8, No. 239

                           Headlines

AAIPHARMA: Gets Sr. Sub. Noteholders Consent on Indenture Changes
ADESA INC: Buys Back 3.2 Million Shares for $19.68 Per Share
ADVERTISING DIRECTORY: Moody's Pares 2nd Lien Sec. Rating to B3
AIR CANADA: Settles Case with Competition Bureau
AMBERFIELD INC: Case Summary & Largest Unsecured Creditors

AMERICAN SKIING: KPMG Expresses Going Concern Doubt
APPLAUSE LLC: Meeting of Creditors Scheduled for November 16
APPLIED EXTRUSION: Soliciting Votes for Prepackaged Chap. 11 Plan
ASIACONTENT.COM: Will Distribute $0.28 Per Share to Shareholders
ATA AIRLINES: Gets Court Nod to Maintain Existing Bank Accounts

ATRIUM III CORP: S&P Assigns BB Rating to Classes D-1 & D-2 Notes
BONUS STORES: Final Fee Applications Must Be Filed by Nov. 4
BOWNE & COMPANY: S&P Revises Outlook on Low-B Ratings to Stable
BRIAZZ INC: Has Until December 4 to File a Chapter 11 Plan
BSI HOLDING: Final Fee Applications Must Be Filed by Nov. 15

BURLINGTON INDUSTRIES: Gary Welchman Wants $468,474 Claim Paid
CANTERBURY: Promises Ceridian It Won't File for Bankruptcy
CATHOLIC CHURCH: Report Says Spokane Considering Bankruptcy Option
CATHOLIC CHURCH: Davenport Diocese Averts a Chapter 11 Filing
CATHOLIC CHURCH: Trustee Appoints Tucson Tort Claimants' Committee

CHOICE ONE: Bankruptcy Court Approves Postpetition Financing
COLFAX CORP: S&P Affirms BB- Rating Amidst PT Group Sale Plans
COMMERCE ONE: Wants to Hire Murray & Murray as Bankruptcy Counsel
CWMBS INC: Fitch Assigns Low-B Ratings to B-3 & B-4 Certificates
DB COMPANIES: Has Until January 28 to File a Chapter 11 Plan

DELTA AIR: GE Capital Extends $500 Million Financing Commitment
DII INDUSTRIES: Asks Court to OK Dresser & Worthington Settlements
DSI TOYS: Chapter 7 Trustee Settles MTV Preference Claim for 53%
ECHOSTAR COMMS: Fitch Puts Low-B Ratings on Sub. & Senior Notes
ELAN CORP: Moody's Reviewing Caa2 Sr. Implied Rating & May Upgrade

ENRON CORP: Consents to Buy Additional Trakya Equity Interests
ENRON CORP: Portland General Wants to Buy Coal Handling Facility
FEDERALPHA STEEL: Admin. Proofs of Claims Must be in by Wednesday
FLYI INC: Deteriorating Liquidity Cues S&P to Junk Rating
FRANKLIN CAPITAL: Wants to Liquidate Current Investment Portfolio

FREESTAR TECHNOLOGY: Auditors Express Going Concern Doubt
FRIENDLY ICE CREAM: Sept. 26 Balance Sheet Upside-Down by $99 Mil.
GADZOOKS: Gryphon Provides $5 Mil. of Very Expensive DIP Financing
GRABERT FARMS: Case Summary & 19 Largest Unsecured Creditors
HILTON HOTELS: Fitch Upgrades Senior Unsecured Ratings to BBB-

HORIZON ASSET: Fitch Assigns Low-B Ratings to B-4 & B-5 Certs.
HUFFY CORP: Hires Dinsmore & Shohl as Bankruptcy Counsel
INTERSTATE BAKERIES: Committee Retains Lowenstein as Counsel
JETBLUE AIRWAYS: S&P Revises Outlook on BB- Rating to Negative
JILLIAN'S ENTERTAINMENT: Confirmation Hearing Might Be Delayed

JILLIAN'S ENTERTAINMENT: Has Until Jan. 18 to Decide on Leases
KAISER ALUMINUM: Two Subsidiaries File Joint Plan of Liquidation
KAISER ALUMINUM: Asks Court to Approve PBGC Settlement Agreement
KMART CORP: Enviro-Resources Wants to Lift Stay to File Claim
MET-COIL: Administrative Claims Bar Date is Dec. 3, 2004

MORTGAGE ASSET: Fitch Rates Privately Offered Class B-4 BB
NETEXIT INC: Wants Plan-Filing Period Stretched to January 28
NEXTWAVE: Verizon Completes $930M Purchase of Spectrum License
NORTH STREET: Fitch Junks $36.1 Million Class E Fixed-Rate Notes
NORTH STREET: Fitch Puts BB+ Rating on $49 Million Income Notes

NORTH STREET: Fitch Junks Three Classes of Series 2002-1 Notes
NORTHWESTERN CORP: Emerges From Chapter 11 Bankruptcy Protection
NRG ENERGY: Nelson Debtors Ask Court to Dismiss Bankruptcy Cases
NYER MEDICAL: Auditor Expresses Going Concern Doubts
OMEGA HEALTHCARE: Prices Offering for New $60 Mil. 7% Sr. Notes

OMEGA HEALTHCARE: Fitch Justifies Low-B Ratings on Notes & Stock
PACIFIC ENERGY: Anschutz Sells Partnership Interest to LB Pacific
PACIFIC GAS: Approves Stock Dividend Policy & Payout Ratio Range
PANACO INC: Court Confirms Fifth Amended Plan of Reorganization
PEOPLES DEPARTMENT: Directors Not Liable, Supreme Court Rules

PILLOWTEX CORP: Court Approves Kannapolis Sale Bidding Procedures
RCN CORPORATION: Has Until Jan. 17 to Decide on Lease Dispositions
RYERSON TULL: S&P Revises Outlook on Low-B Ratings to Negative
SI CORPORATION: Asks S&P to Withdraw Low-B Corp. & Debt Ratings
SOLSTICE ABS: Fitch Pares Preferred Shares' Rating to B from BB-

STELCO INC: Has Until Nov. 18 to Assure DaimlerChrysler of Supply
STRUCTURED ADJUSTABLE: Fitch Rates Classes B6 & B7 Low-B
STRUCTURED ASSET: Fitch Puts Low-B Ratings on Classes B-4 & B-5
SUMMIT WASATCH: U.S. Trustee Meeting Creditors on November 4
TENET HEALTHCARE: Selling Two St. Louis Hospitals to Argilla

THISTLE MINING: Standard Bank Sends Default Notice
TOWER AUTOMOTIVE: S&P Places B+ Rating on CreditWatch Negative
TRI-UNION: Court Authorizes Appointment of Plan Committee
TRUMP HOTELS: Selects Beal Bank for $100 Million Interim Financing
UNITED AIRLINES: Warns of Looming DIP Financing Covenant Breach

UAL CORP: Judge Wedoff Okays Sale of Orbitz Shares for $185 Mil.
UNITED AGRI: IPO Notice Cues S&P to Place B Rating on CreditWatch
URBAN COMM: Triton PCS Offers $113 Million to Buy 20 Licenses
VARTEC TELECOM: Files for Chapter 11 Protection in Northern Texas
VARTEC TELECOM: Case Summary & 50 Largest Unsecured Creditors

VERITAS DGC: Will Restate 2000 to 2004 Financial Results
WEIRTON STEEL: Court Tells United Bank to Turn Over Trust Funds
WELLS FARGO: Fitch Assigns Low-B Ratings on Classes B-4 & B-5
WORLDCOM INC: Balks at Judith Whittaker's $345,183 Claim
Z-TEL TECHNOLOGIES: Extends Exchange Offer to November 29


                           *********

AAIPHARMA: Gets Sr. Sub. Noteholders Consent on Indenture Changes
-----------------------------------------------------------------
aaiPharma Inc. (NASDAQ: AAII) reported that pursuant to its
previously announced solicitation of consents with respect to its
11.5% Senior Subordinated Notes due 2010 that it has received the
requisite consents to adopt the proposed amendments to the
indenture governing the Notes.  Adoption of the proposed
amendments required the consent of holders of at least a majority
of the aggregate principal amount of the outstanding Notes.

The Company also made the October 1, 2004 interest payment on the
Notes, including default interest, and satisfied all of the other
conditions to the October 22, 2004 amendment to the Company's
senior credit facilities.  The Senior Debt Amendment increased the
amount of term loans available to the Company by up to
$30 million.  The Company borrowed $20 million of these new term
loans at closing in order to make the October 1, 2004 interest
payment on the Notes and for general working capital purposes.

All holders of record who submitted valid and unrevoked consents
prior to 1:00 p.m., New York City time, on Friday,
October 29, 2004, will receive the consent fee of $20.00 in cash
per $1,000 principal amount of Notes for which consents have been
delivered, subject to the terms and conditions of the
Solicitation.  The Company has executed a supplemental indenture
containing the proposed amendments, which are now operative.

                        About aaiPharma

aaiPharma Inc. is a science-based pharmaceutical company focused
on pain management, with corporate headquarters in Wilmington,
North Carolina.  With more than 25 years of drug development
expertise, the Company is focused on developing and marketing
branded medicines in its targeted therapeutic areas.  aaiPharma's
development efforts are focused on developing improved medicines
from established molecules through its research and development
capabilities.  For more information on the Company, including its
product development organization AAI Development Services, please
visit aaiPharma's website at www.aaipharma.com

                         *     *     *

As reported in the Troubled Company Reporter on October 4, 2004,
aaiPharma Inc. did not make the Oct. 1, 2004, interest payment on
its 11.5% Senior Subordinated Notes due 2010, and will use the 30-
day grace period provided under the Notes for failure to pay
interest to enter into discussions with an ad hoc committee formed
by certain holders of the Notes.  An aggregate interest payment of
$10.0 million was due on the Notes on Oct. 1, 2004.  Failure to
make the interest payment by October 31, 2004, would constitute an
event of default under the Notes, permitting the trustee under the
Notes or the holders of 25% of the Notes to declare the principal
and interest thereunder immediately due and payable.

The Company believes there is a likelihood that it will be in
default of certain financial covenants under its senior credit
facility, and is in ongoing active discussions with its lender to
seek waivers and/or consents for these potential defaults.

Standard & Poor's Ratings Services previously affirmed its 'CCC'
corporate credit and 'CC' subordinated debt ratings on aaiPharma,
Inc.  At the same time, Standard & Poor's removed the ratings on
the Wilmington, North Carolina-based specialty pharmaceutical
company from CreditWatch.

S&P's outlook on aaiPharma is negative.


ADESA INC: Buys Back 3.2 Million Shares for $19.68 Per Share
------------------------------------------------------------
ADESA, Inc. (NYSE: KAR) reported that the Company has purchased
3.2 million of its own shares from certain employee benefit plans
of ALLETE, Inc., ADESA's former parent.  The shares were purchased
at an average price of $19.68 per share as part of the Company's
previously announced share repurchase program approved by its
Board of Directors on August 30, 2004.

Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) is North
America's largest publicly traded provider of wholesale vehicle
auctions and used vehicle dealer floorplan financing.  The
Company's operations span North America with 53 ADESA used vehicle
auction sites, 28 Impact salvage vehicle auction sites and 81 AFC
loan production offices.  For further information on ADESA, Inc.,
visit the Company's Web site at http://www.adesainc.com/

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2004,
Standard & Poor's Rating Services assigned its 'B+' rating to
ADESA Inc.'s proposed $125 million senior subordinated notes due
2012, and affirmed its 'BB' corporate credit and senior secured
ratings on the Carmel, Indiana-based operator of wholesale used-
vehicle auctions and provider of used-vehicle floorplan financing.
The outlook is stable.


ADVERTISING DIRECTORY: Moody's Pares 2nd Lien Sec. Rating to B3
---------------------------------------------------------------
Moody's Investors Service lowered the second lien senior secured
rating for Advertising Directory Solutions Inc. to B3 from B2, and
affirmed all other ratings and the outlook of ADS and its parent,
Advertising Directory Solutions Holdings Inc.:

   * Advertising Directory Solutions Holdings Inc.:

     -- Senior Implied rating, B2 (unchanged)

     -- Senior Unsecured, Caa1 (unchanged), due November 2012
        US$170 million (decreased from US$210 million originally
        expected)

     -- Issuer rating, Caa1 (unchanged)

     -- Speculative Grade Liquidity rating, SGL-2 (unchanged)

   * Advertising Directory Solutions Inc.:

     -- Revolver Authorization, B1 (unchanged), First lien Senior
        Secured, due November 2010 C$75 million

     -- First lien Senior Secured, B1 (unchanged), due November
        2011 US$769 million

     -- Second lien Senior Secured, B3 (lowered from B2), due May
        2012 US$309 million (increased from US$230 million
        originally expected)

The outlook remains stable.

This action is based upon a change in the structure of the
financing originally contemplated in Moody's prospective ratings
released October 15, 2004 in which the amount of the second lien
debt has been increased by US$40 million, the amount of the senior
unsecured debt at ADS Holdings has been decreased by
US$79 million, and the equity contribution has been decreased.  As
a result, the initial senior secured debt to EBITDA ratio (after
C$5 million of annual management fees payable to Bain Capital) has
increased to 7.2x from the 6.6x level originally expected, and
this increased leverage has driven the lowering of the second lien
senior secured rating.

The initial total debt to EBITDA ratio (after management fees) has
increased to 8.3x from an original expectation of 8.1x, which
Moody's does not consider to be of a sufficient magnitude to
warrant changing either the benchmark Senior Implied rating (B2)
or the senior unsecured and issuer ratings of ADS Holdings.

Advertising Directory Solutions Inc. publishes both "white" and
"yellow" telephone directories and related web directories,
primarily in the Canadian provinces of Alberta and British
Columbia, under the trade name "Superpages".  The company is
headquartered in Burnaby, British Columbia, Canada.


AIR CANADA: Settles Case with Competition Bureau
------------------------------------------------
The Competition Bureau and Air Canada resolved their litigation
before the Competition Tribunal concerning allegations that Air
Canada had engaged in anti-competitive practices directed against
low cost carriers WestJet and CanJet, in 2000 and 2001.

"I am very pleased that we've been able to resolve this matter and
retain the Tribunal's earlier decision in this case. This case has
clarified the application of an avoidable cost test to assess
predatory pricing in the airline industry," said Sheridan Scott,
Commissioner of Competition, "The Tribunal's decision will help
preserve and promote competition for the benefit of all
Canadians."

In March 2001, the Bureau filed an application with the Tribunal
seeking an order prohibiting Air Canada from operating flights on
certain routes in eastern Canada at fares that did not cover their
avoidable costs.  The case was divided in two parts: phase one
dealt with the application of the avoidable cost test and phase
two would have determined if Air Canada had engaged in an abuse of
dominant position under section 79 of the Act.

The Tribunal's phase one decision was released in June 2003.  The
Bureau believes that the principles established by the Tribunal
will be relevant for future cases, which may arise in similar
circumstances.

"In light of the passage of time and the significant changes in
the industry, we have concluded that it would not be in the public
interest to pursue the second part of this case," said Ms. Scott.

There have been significant changes to Canada's airline industry
since the litigation began in 2001, including the entry and growth
of low cost carriers.  Any future complaint of predatory pricing
in the airline sector will be considered in the context of current
competitive conditions.  The Bureau has recently clarified its
approach to enforcing these provisions in an open letter published
on its Web site on September 23, 2004.

The Competition Bureau is an independent law enforcement agency
that promotes and maintains fair competition so that all Canadians
can benefit from competitive prices, product choice and quality
service.  It oversees the application of the Competition Act, the
Consumer Packaging and Labelling Act, the Textile Labelling Act
and the Precious Metals Marking Act.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from its creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.


AMBERFIELD INC: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Amberfield Inc.
        aka Amberfield Bakery Division
        aka Distributing Division
        aka Brooks Street Division
        aka Brooks Street Companies, Inc.
        aka Brooks Street Bakery
        129 Cabrillo Street, Suite 104
        Costa Mesa, California 92627

Bankruptcy Case No.: 04-16669

Type of Business:  The Company is a bakery.
                   See http://www.brooksstreetbakery.com/

Chapter 11 Petition Date: October 28, 2004

Court: Central District of California (Santa Ana)

Judge: The Honorable James N. Barr

Debtor's Counsel: Michael B Reynolds, Esq.
                  Snell & Wilmer
                  1920 Main Street, Suite 1200
                  Irvine, California 92714
                  Tel: (949) 253-2700

Financial Condition as of October 22, 2004:

      Total Assets: $1,719,107

      Total Debts:  $3,533,800

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Westco Bakemark               Trade                     $690,027
7551 Crider Avenue
Pico Rivera, California 90660
Tel: (562) 949-1054

Unisource - LA Division       Trade                     $309,914
File 57006
Los Angeles, California 90074
Tel: (800) 251-2600

Dawn Food Service             Trade                      $93,150
12840 Reservoir Street
Chino, California 91710
Tel: (909) 627-3296

Caravan Products Co., Inc.    Trade                      $53,847

Jellco Container              Trade                      $53,591

Challenge Dairy Products      Trade                      $46,601

Winston and Associates        Trade                      $36,687

Dawn Food Products II         Trade                      $36,026

Linden Nut Company            Trade                      $26,325

Merit and Associates          Trade                      $24,926

JBS Bake Service              Trade                      $21,782

SSE Foods, Inc.               Trade                      $21,213

Williams Resource and         Trade                      $20,354
Associates

California Customs Fruits &   Trade                      $20,196
Flavors, Inc.

Bunzi California, Inc.        Trade                      $19,243

Kent Landsberg Company        Trade                      $17,884

Luna Trading                  Trade                      $15,294

Martin Container, Inc.        Trade                      $15,029

Goldcoast Ingredients         Trade                      $12,270

Southwest Nut Company         Trade                      $12,045


AMERICAN SKIING: KPMG Expresses Going Concern Doubt
---------------------------------------------------
American Skiing Company disclosed last week that KPMG LLP advised
it would be unable to deliver its audit report on the Company's
consolidated financial statements for the year ended July 25,
2004, because it had not completed its assessment as to whether
substantial doubt exists about the Company's ability to continue
as a going concern.  Specifically, KPMG is continuing to assess
the facts and circumstances surrounding the Company's 10.5%
Repriced Convertible Exchangeable Preferred Stock.  As the Company
has previously disclosed, under the terms of the Preferred Stock
issue, the Company was required to the shares on November 12, 2002
to the extent that it had legally available funds to effect that
redemption.  Prior to and since the November 12, 2002, redemption
date, based upon all relevant factors, the Company's Board of
Directors has determined that legally available funds do not exist
for the redemption of any of the preferred shares.  The holder of
the Preferred Stock has made a demand for redemption and has not
agreed to extend the redemption date.

As previously reported, the Company is in the process of
refinancing its existing senior secured credit facility and its
senior subordinated notes.  As part of this refinancing, the
Company entered into an agreement with the Preferred Shareholder
under which the Company has agreed to issue, and the holder has
agreed to accept, new junior subordinated notes in exchange for
the Preferred Stock.  That swap is subject to the consummation of
the refinancing.

As reported in the Troubled Company Reporter on Oct. 26, 2004,
American Skiing Company said in connection with the cash tender
offer to purchase any and all of its $120 million principal amount
of 12% Senior Subordinated Notes due 2006, the requisite consents
have been received to eliminate substantially all of the
restrictive covenants for the indenture governing the Notes.

As a result of obtaining the requisite consents, American Skiing
Company executed and delivered a supplemental indenture setting
forth the amendments.  The supplemental indenture provides that
the amendments to the indenture will only become operative when
validly tendered Notes representing a majority of the outstanding
Notes are accepted for purchase pursuant to the tender offer.
Notes tendered may not be withdrawn and consents delivered may not
be revoked.

As reported in the Troubled Company Reporter on July 15, 2004,
Standard & Poor's Ratings Services revised its rating outlook on
ski resort operator American Skiing Company to developing from
negative.  The developing outlook reflects improvement in credit
measures from the restructuring of the company's real estate
facilities and higher real estate sales, but also the company's
significant refinancing risk as the majority of its debt will
mature in 2006.

In addition, the 'CCC' corporate credit rating on the Park City,
Utah-based company was affirmed. As of April 25, 2004, American
Skiing had total debt outstanding of $299.6 million.

The restructuring involved the contribution of certain
developmental land parcels into a new business venture called SP
Land Company LLC in return for extinguishment of debt.  In
conjunction, Oak Hill Capital Partners contributed $25 million in
debt from the company's real estate subsidiary as additional
paid-in capital to American Skiing, resulting in a total reduction
of $80.4 million in real estate debt and related accrued interest
and fees.  These changes will be reflected in the company's fiscal
year-end financial statements.

"With real estate defaults cured, a successful refinancing would
likely result in a one-notch upgrade," said Standard & Poor's
credit analyst Andy Liu.  "Lack of progress in refinancing,
especially in light of the business and financial risks of the ski
resort business and the need to anticipate market conditions, will
likely lead to a downgrade before 2006."

Headquartered in Park City, Utah, American Skiing Company is one
of the largest operators of alpine ski, snowboard and golf resorts
in the United States.  Its resorts include Killington and Mount
Snow in Vermont; Sunday River and Sugarloaf/USA in Maine; Attitash
Bear Peak in New Hampshire; Steamboat in Colorado; and The Canyons
in Utah.  More information is available on the Company's Web site
at http://www.peaks.com


APPLAUSE LLC: Meeting of Creditors Scheduled for November 16
------------------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
Applause LLC's creditors on November 16, 2004, at 10:30 a.m., at
21051 Warner Center Lane,  Room 105 in Woodland Hills, California.
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
Debtor under oath.

Three of Applause LLC's creditors filed an involuntary chapter 7
petition against the plush toymaker on August 31, 2004 (Bankr.
C.D. Calif. Case No. SV 04-15821-AG) and debtor consented to an
order for relief by filing a chapter 11 petition on
September 23, 2004.

The company sold its "Applause" trademark for $7,550,000 million
to Russ Berrie and Co. late last month.  The company still owns
its Dakin and Dream Pets brands and has rights to use the
Simpsons, Winnie the Pooh, Snoopy, Raggedy Anne and Raggedy Andy
names.  In 2003, Applause generated $50 million in sales.  The
company has downsized this year, cutting its workforce from 140 to
21, and preparing to relocate its office and warehouse locations
to cut rent expenses by $200,000 per month.

Howard J. Weg, Esq., Scott F. Gautier, Esq., and Lisa S. Tahk,
Esq., at Peitzman, Weg & Kempinsky LLP, represent the Debtor.
Ronald Rus, Esq., Joel S. Miliband, Esq., and Catherine M.
Castaldi, Esq., at Rus, Miliband & Smith PC, represent the
Official Committee of Unsecured Creditors.  Wells Fargo Business
Credit Inc., is Applause's secured lender.  Owed about $3 million,
Wells Fargo has consented to the company's continued use of cash
collateral securing repayment of that debt through Dec. 31, 2004.


APPLIED EXTRUSION: Soliciting Votes for Prepackaged Chap. 11 Plan
-----------------------------------------------------------------
Applied Extrusion Technologies, Inc., (NASDAQ NMS:AETC) was
commencing a solicitation of votes for its prepackaged chapter 11
plan of reorganization from holders of the Company's 10-3/4%
senior notes.  Votes on the prepackaged plan of reorganization
must be received by the voting agent by November 24, 2004, unless
this deadline is extended.  Copies of the Company's plan of
reorganization and solicitation and disclosure statement may be
accessed at http://www.bsillc.com/

Bondholders seeking additional information about the balloting
process may contact BSI, the voting agent and information agent
for the solicitation, at 866-258-8898.

The Company is soliciting the votes of two groups of bondholders:

   * "large" beneficial holders of $500,000 or more in principal
     amount of the senior notes; and

   * "small" beneficial holders of less than $500,000 in principal
     amount of the senior notes.

If, at the end of the solicitation period, holders in the "large"
group comprising at least one-half in number and two-thirds in
principal amount of the note claims in this group, in both cases
counting only those claims actually voting on the plan, vote in
favor of the plan, then the Company intends to implement its
recapitalization plan by promptly commencing a voluntary chapter
11 proceeding.  As previously disclosed, the Company entered into
a voting agreement with six bondholders holding over 70% in
aggregate outstanding principal amount of the Company's 10-3/4%
senior notes which requires such bondholders and any of their
subsequent transferees to vote in favor of the Company's
prepackaged plan of reorganization, subject to the satisfaction of
certain conditions set forth in the voting agreement.  The Company
believes that the bondholders that are party to the voting
agreement are "large" beneficial holders of the senior notes.

Applied Extrusion plans to continue to provide customers with its
complete range of products and services and to pay its trade
creditors in full on a current basis during the chapter 11
proceedings.  The Company's emergence from chapter 11 will be
subject to, among other things, bankruptcy court approval of the
solicitation and disclosure statement, exit financing and
confirmation of the plan or reorganization.

In connection with the solicitation, the Company also announced
that it had executed a commitment with GE Commercial Finance to
provide financing of up to $125 million during the prepackaged
chapter 11 case and upon consummation of the recapitalization
plan.  The terms of the commitment are more fully described in the
Solicitation and Disclosure Statement relating to the prepackaged
plan.

The prepackaged chapter 11 plan of reorganization's cornerstones
were previously described in the Troubled Company Reporter on
August 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.


ASIACONTENT.COM: Will Distribute $0.28 Per Share to Shareholders
----------------------------------------------------------------
Asiacontent.com, Ltd. (OTC Bulletin Board: IASIZ.OB) will make a
second interim distribution to shareholders.

The Company will make a distribution of $0.28 per share to
shareholders of record as of July 10, 2002, the date that the
Company share register was closed upon the filing of the Plan of
Dissolution.  This amount represents approximately all of the
currently estimated net assets of the Company available for
distribution.

The Company is in the final stages of the liquidation process.
One main issue relates to the needs to resolve some outstanding
tax matters in respect of a subsidiary before it can be
liquidated.  The Company expects that all the residual matters of
this subsidiary and other minor outstanding issues will be
resolved within the next six months.

However, after paying the $0.28 per share distribution, taking a
necessary provision for potential tax liabilities and paying the
liquidation expenses, the Company do not expect to realize a
sufficient amount, if any, of positive net assets to justify a
further distribution, therefore, the Company expects that the
$0.28 per share distribution will be the final distribution of the
Company.

The distribution will be effected by the Bank of New York, the
company's distribution agent.

The Company expects that the liquidation to be completed in
approximately 9 months at which time the Company expects to
deliver a final progress report to our shareholders concerning the
liquidation.

As previously announced, the Company commenced voluntary winding
up and liquidation on July 10, 2002.


ATA AIRLINES: Gets Court Nod to Maintain Existing Bank Accounts
---------------------------------------------------------------
The office of the United States Trustee has established certain
operating guidelines for debtors-in-possession.  One provision
requires Chapter 11 debtors to open new bank accounts and close
all existing accounts.  This requirement is designed to provide a
clear line of demarcation between prepetition and postpetition
claims and payments and help protect against the inadvertent
payment of prepetition claims by preventing the debtors' banks
from honoring checks drawn before the Petition Date.

ATA Holdings Corp. and its debtor-affiliates, however, believe
that their transition to Chapter 11 will be much more orderly and
efficient, with a minimum amount of disruption and harm to their
business operations, if their current bank accounts are continued
postpetition with the same account numbers and without
interruption.

James M. Carr, Esq., at Baker & Daniels in Indianapolis, Indiana,
explains that the Debtors maintain a number of operational bank
accounts in the ordinary course of their businesses.  Maintaining
those Bank Accounts will preserve business continuity and avoid
monumental disruption and delay to payroll and daily business
operations that would necessarily result from the closing of the
Bank Accounts and the opening of new bank accounts.

The Debtors ask the Court for immediate authority to:

    (i) maintain the Bank Accounts in the ordinary course of
        business, and

   (ii) pay any ordinary course postpetition bank fees that may be
        incurred in connection with the Bank Accounts.

Although the Debtors intend to keep the Bank Accounts open,
Mr. Carr adds that there may be circumstances where the Debtors
find it appropriate to close certain of the Bank Accounts to avoid
paying prepetition indebtedness not authorized under the first-day
orders entered in the Chapter 11 Cases by the Court.  The Debtors
reserve the right to reopen any accounts and, to the extent that
any accounts are reopened, those accounts will not be designated
as "Debtors in Possession" accounts.

                         *     *     *

Judge Lorch authorizes the Debtors, on an interim basis, to
maintain their current bank accounts, for the receipt of monies
and to fund purchases of goods and services, including the payment
of their payroll, in the ordinary course of their businesses.

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)


ATRIUM III CORP: S&P Assigns BB Rating to Classes D-1 & D-2 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Atrium
III/Atrium III (Delaware) Corporation's $500 million floating- and
fixed- rate notes due 2016.

Atrium III is a CDO backed primarily by loans.

The ratings are based on:

   -- adequate credit support provided in the form of
      overcollateralization and subordination;

   -- characteristics of the underlying collateral pool,
      consisting primarily of secured bank loans;

   -- scenario default rates of:

      * 39.53% for class A-1,
      * 34.42% for classes A-2a and A-2b,
      * 30.76% for class B,
      * 26.23% for class C, and
      * 19.68% for classes D-1 and D-2; and

   -- break-even loss rates of:

      * 41.43% for class A-1,
      * 35.09% for classes A-2a and A-2b,
      * 30.80% for class B,
      * 26.58% for class C, and
      * 23.45% for classes D-1 and D-2;

   -- Weighted average rating of 'B+';

   -- Weighted average maturity for the portfolio of 5.98 years;

   -- S&P default measure (DM) of 3.42%;

   -- S&P variability measure (VM) of 1.92%;

   -- S&P correlation measure (CM) of 1.33; and

   -- Rated overcollateralization (ROC) of:

      * 113.07% for class A-1,
      * 112.06% for classes A-2a and A-2b,
      * 106.26% for class B,
      * 104.77% for class C, and
      * 105.1% for classes D-1 and D-2.

Interest on the class B, C, and D notes may be deferred up until
the legal final maturity of Oct. 27, 2016, without causing a
default under these obligations.  The ratings on the notes,
therefore, address the ultimate payment of interest and the
ultimate payment of principal.

Additional information on CDOs is available on RatingsDirect,
Standard & Poor's Web-based credit analysis system, at
http://www.ratingsdirect.com/and on Standard & Poor's Web site at
http://www.standardandpoors.com/


                        Ratings Assigned
          Atrium III/Atrium III (Delaware) Corporation

       Class                  Rating      Amount (mil. $)
       -----                  ------      ---------------
       A-1                    AAA                  373.00
       A-2a                   AA                    13.00
       A-2b                   AA                    13.50
       B                      A                     31.75
       C                      BBB                   16.50
       D-1                    BB                     6.00
       D-2                    BB                     5.00
       Subordinated notes     N.R.                  41.25

                        N.R. - Not rated


BONUS STORES: Final Fee Applications Must Be Filed by Nov. 4
------------------------------------------------------------
All final applications for compensation or reimbursement of
expenses pursuant to sections 327, 328, 330, 331 or 503(b) of the
Bankruptcy Code in connection with Bonus Stores, Inc.'s chapter 11
cases must be filed and served on or before November 4, 2004.

Bonus Stores, Inc. (fka Bill's Dollar Stores) declared its First
Amended Liquidating Chapter 11 Plan effective on September 20,
2004.  A copy of the Plan is available at no charge at:

           http://bankrupt.com/misc/03-13254-Plan.pdf

When the Official Committee of Unsecured Creditors recommended
that its constituency vote to accept the Plan, it suggested
distributions to unsecured creditors would be in the 10% to 20%
range.

Bonus Stores, Inc., headquartered in Columbia, Mississippi,
operated a chain of over 360 stores in 13 Southeastern states
offering everyday deep discount prices on basic everyday items.
The Company filed for Chapter 11 protection on July 25, 2003
(Bankr. Del. Case No. 03-12284).  Joel A. Waite, Esq., at Young
Conaway Stargatt & Taylor, represents the Debtor.  When the
Company filed for protection from its creditors, it estimated
debts and assets topping $50 million.


BOWNE & COMPANY: S&P Revises Outlook on Low-B Ratings to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
financial printer Bowne & Company Inc. to stable from positive.
At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on the New York, New
York-based company.  Total lease-adjusted debt is about
$280 million.

The outlook revision reflects materially lower profitability in
the September 2004 quarter stemming from a decline in
transactional printing in Bowne's Financial Print business.

"Over the intermediate term, profitability levels are expected to
remain below our previous expectations, which had factored in the
potential for a higher cushion in Bowne's leverage profile
over the business cycle against volatility in the capital
markets," said Standard & Poor's credit analyst Emile Courtney.

Revenues in the September 2004 quarter, pro forma for the sale of
Bowne Business Solutions (BBS), declined 2% to $194 million and
pro forma EBITDA fell 60% to $8 million.  While leverage remains
adequate for current ratings, profitability is not expected to
support higher ratings over the intermediate term.  Full year 2004
lease-adjusted EBITDA profitability is expected to be around
$70 million, about 13% lower than previous expectations,
representing an 8% EBITDA margin.

Previous expectations were for EBITDA margins to be above 10%.
Bowne has a leading competitive position in financial printing,
and Standard & Poor's expects Bowne's credit measures to remain
good for the rating over the business cycle, which will provide
financial cushion against the cyclicality associated with
transactional financial printing.


BRIAZZ INC: Has Until December 4 to File a Chapter 11 Plan
----------------------------------------------------------
The Honorable Philip H. Brandt extended the periods within which
Briazz, Inc., has the exclusive right to file a chapter 11 plan
and solicit acceptances of that plan from its creditors.
Specifically, the Debtor has the exclusive right, until
December 4, 2004, to file a chapter 11 plan and has the exclusive
right to solicit acceptances of that plan through Feb. 2, 2005.

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

Headquartered in Seattle, Washington, Briazz Inc. --
http://www.briazz.com/-- serves fresh, high-quality lunch and
breakfast foods and between-meal snacks from 20 company-owned
cafes located in Seattle, San Francisco, Los Angeles and Chicago.
The Company filed for chapter 11 protection (Bankr. W.D. Wash.
Case No. 04-17701) on June 7, 2004.  Cynthia A. Kuno, Esq., and J.
Todd Tracy, Esq., at Crocker Kuno Ostrovsky LLC, represents the
Company in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $5,400,000 in assets and
$12,200,000 in liabilities.


BSI HOLDING: Final Fee Applications Must Be Filed by Nov. 15
------------------------------------------------------------
All final applications for compensation or reimbursement of
expenses pursuant to sections 327, 328, 330, 331 or 503(b) of the
Bankruptcy Code in connection with BSI Holding Co. Inc.'s chapter
11 cases must be filed and served on or before November 15, 2004.

BSI Holding Co., Inc. (fka Bob's Stores, Inc.) and its Official
Committee Of Unsecured Creditors declared their Modified
Consolidated Joint Plan of Liquidation effective on September 15,
2004.  Copies of the Modified Plan and the disclosure statement
explaining that plan are available at no charge at:

     http://bankrupt.com/misc/03-13254-Plan.pdf

The Plan was confirmed by the Bankruptcy Court on August 17, 2004.
A copy of the Confirmation Order is available at no charge at:

     http://bankrupt.com/misc/03-13254-Confirmation-Order.pdf

Joseph E. Myers at Clear Thinking Group LLC, in Hillsborough,
N.J., serves as the Liquidation Trustee under the terms of the
confirmed plan.

BSI Holding Co., Inc., formerly known as Bob's Stores, Inc., and
its affiliates operated a retail clothing chain headquartered in
Meriden, Connecticut.  The companies filed for chapter 11
protection on October 22, 2003 (Bankr. Del. Case No. 03-13254).
Adam Hiller, Esq., at Pepper Hamilton and Michael J. Pappone,
Esq., at Goodwin Procter, LLP, represent the Debtors.  Jay R.
Indyke, Esq., and Charles J. Shaw, Esq., at Kronish Lieb Weiner &
Hellman LLP, and Charlene Davis, Esq., and Deirdre Richards, Esq.,
at The Bayard Firm represent the Creditors' Committee.  When the
Company filed for protection from its creditors, it listed debts
and assets of more than $100 million.


BURLINGTON INDUSTRIES: Gary Welchman Wants $468,474 Claim Paid
--------------------------------------------------------------
The BII Distribution Trust, as representative of the Chapter 11
estates of Burlington Industries, Inc., asked the Court to
disallow and expunge Claim No. 1537 filed by Gary Paul Welchman
for $468,474, since it was filed after the deadline for filing
claims.

The Trust also asks the Court to disallow two claims that are
duplicative of other claims filed in the Debtors' Chapter 11
cases:

                          Duplicate   Remaining
   Claimant               Claim No.   Claim No.       Amount
   --------               ---------   ---------       ------
   North Carolina Dept.      1443        1499     $7,565,619
      of Environment

   Summit Yarn, LLC          1371        1370         96,037

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, tells the Court that the Duplicate
Claims greatly overstate the Debtors' potential obligations for
the asserted liabilities.

                     Gary Welchman Responds

Gary Welchman asks the Court to overrule the BII Distribution
Trust's objection and allow his claim as filed.

Mr. Welchman began his 30-year career with Burlington Industries,
Inc., in 1969 as a management trainee.  Throughout his career,
Mr. Welchman has served in a variety of executive sales and
management positions.

In 1986, Mr. Welchman was named Divisional President of Klopman
Fabrics and appointed to Burlington's Management Policy
Committee.  As Division President, Mr. Welchman successfully
restructured Klopman Fabrics during the 1988 leverage buy-out
resulting in savings to Burlington in excess of $20,000,000.

In 1990, Mr. Welchman was promoted to Group Vice-President for
Burlington and was promoted again in 1992 to Senior Executive
Vice-President.

Mr. Welchman retired on August 31, 1999, as a Senior Executive
Vice-President and Divisional President.

Upon his retirement, Mr. Welchman was entitled to receive various
benefits under his employment agreements, Burlington's Retirement
Systems, the 401(k) Plan, and other benefit plans, including the
Benefits Equalization Plan and the Supplemental Executive
Retirement Plan.  Under the SERP, Mr. Welchman was entitled to
equal monthly supplemental compensation payments for 10 years.

Burlington provided Mr. Welchman with an "Estimate of Employee
Benefits" statement that reflected his vested SERP benefits of
$601,250.  Moreover, Burlington made monthly SERP payments to Mr.
Welchman from September 1999, through the filing of its Chapter
11 Petition on November 15, 2001.

Pursuant to Burlington's Chapter 11 filing, the payment of SERP
amounts was stopped as of November 15, 2001.

On August 29, 2003, Mr. Welchman filed a proof of claim
reflecting the amount of his SERP benefits as of November 15,
2001.

William B. Burton III, Esq., at Smith Moore, LLP, in Greensboro,
North Carolina, relates that Burlington terminated and rejected
its SERP programs as of the effective date of its reorganization
plan.  Thus, Mr. Welchman's claim for SERP benefits is properly
characterized as a rejection damage claim resulting from the
rejection of the SERP programs and subject to the December 10,
2003 Rejection Bar Date rather than the July 22, 2002 Bar Date.
As Mr. Welchman's claim was received on September 2, 2003, well
in advance of the Rejection Bar Date, his claim was timely filed
and should be allowed.

In the event that the Court determines that the General Bar Date
is applicable to his claim, Mr. Welchman, in the alternative,
asks the Court to allow his claim nunc pro tunc under the
"excusable neglect" doctrine provided by Rule 9006(b)(1) of the
Federal Rules of Bankruptcy Procedure.

Shortly after his retirement, Mr. Welchman sold his primary
residence at 700 Woodland Drive in Greensboro, North Carolina,
and lived in a temporary residence for a period of time before
moving into his current residence at 1100-B Dover Road in
Greensboro.  Mr. Welchman did not formally notify Burlington of
his various changes of address.

"[Mr. Welchman's] multiple changes of address may have caused the
notice to be mailed to the wrong address (or delayed in the mail
forwarding process) resulting in Mr. Welchman's lack of knowledge
of the General Bar Date," Mr. Burton surmises.  "Ultimately, Mr.
Welchman either never received the notices and orders
establishing the General Bar Date or the notices and orders were
misplaced in Mr. Welchman's various moves."

Mr. Burton contends that Mr. Welchman's failure to file his proof
of claim before the General Bar Date was inadvertent and well
within the scope of circumstances constituting "neglect" under
the "excusable neglect" doctrine.  Moreover, Mr. Welchman acted
in good faith regarding the timing and filing of his claim.

Mr. Burton assures the Court that Mr. Welchman's delay in filing
his claim beyond the General Bar Date and the allowance of his
claim will not result in any prejudice to the Trust or
detrimentally impact the Trust's administration of the Plan
because:

   * Mr. Welchman's claim for SERP benefits represents only about
     0.11% of the $425,000,000 in unsecured claims to be paid out
     by the Trust under Burlington's Plan;

   * Courts find no prejudice "where a liquidating Chapter 11
     plan [such as Burlington's] was filed since the late claim
     merely reduced the percentage each creditor would receive
     from the total distribution."  Hence, allowance of Mr.
     Welchman's claim will not have any disruptive effect on the
     Trust's administration of the Plan;

   * Burlington was not surprised or caught unaware by the
     assertion of Mr. Welchman's claim, since Burlington:

     -- acknowledged Mr. Welchman's entitlement to SERP payments;

     -- was well aware of the precise amount of Mr. Welchman's
        SERP benefits and had in fact been making SERP payments
        to Mr. Welchman for more than two years at the time of
        its Chapter 11 filing;

     -- listed Mr. Welchman's claim in its Schedules of Assets
        and Liabilities;

     -- affirmatively advised Mr. Welchman of the remaining
        amount of his SERP payments in connection with the
        preparation of his proof of claim;

     -- was aware of Mr. Welchman's claim before confirmation of
        the Plan and the Effective Date; and

     -- waited for more than one year after the filing of Mr.
        Welchman's claim to object to the timeliness of the
        claim.

Mr. Welchman will be unjustly deprived of retirement benefits he
diligently accrued over his 30-year career with Burlington if his
claim is not allowed, Mr. Burton states.

Headquartered in Greensboro, North Carolina, Burlington
Industries, Inc. -- http://www.burlington-ind.com/-- was one of
the world's largest and most diversified manufacturers of soft
goods for apparel and interior furnishings.  The Company filed
for chapter 11 protection in November 15, 2001 (Bankr. Del. Case
No. 01-11282).  Daniel J. DeFranceschi, Esq., at Richards, Layton
& Finger, and David G. Heiman, Esq., at Jones Day, represent the
Debtors.  WL Ross & Co. LLC purchased Burlington Industries and
then sold the Lees Carpets business to Mohawk Industries, Inc.
Combining Burlington with Cone Mills, WL Ross created
International Textile Group.  Burlington's chapter 11 Plan
confirmed on October 30, 2003, was declared effective on
Nov. 10, 2003. (Burlington Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CANTERBURY: Promises Ceridian It Won't File for Bankruptcy
----------------------------------------------------------
On October 27, 2004, Canterbury Consulting Group, Inc., and its
User Technology Services, Inc., subsidiary entered into a
Settlement Agreement and Mutual Release with Ceridian Corporation.
The Agreement represents the resolution of arbitration proceedings
that the Company initiated in August 2003 for claims arising out
of the Company's purchase of Usertech from Ceridian in September
2001.  Under the terms of the Agreement, the Company has agreed to
deliver to Ceridian $912,000, which represents outstanding amounts
relating to the purchase of Usertech that had not been delivered
to Ceridian pending resolution of the arbitration proceedings.  In
addition, the Company and Usertech have agreed that they will not
seek bankruptcy or insolvency protection as set forth in the
Agreement for a period of 91 days from October 4, 2004.  The
arbitration proceedings will be dismissed without prejudice
following October 4, 2004, and they will be dismissed with
prejudice after 91 days following October 4, 2004, if the Company
and Usertech have not filed, or had filed against it, any such
bankruptcy or insolvency proceedings.

A full-text copy of the agreement containing the we-won't-file-
for-bankruptcy promises is available at no charge at:


http://www.sec.gov/Archives/edgar/data/794927/000079492704000028/ceridianexh
ibit.txt


CATHOLIC CHURCH: Report Says Spokane Considering Bankruptcy Option
------------------------------------------------------------------
The Associated Press reported that Bishop William Skylstad, who
oversees the Catholic Diocese of Spokane in Washington state, sent
a letter parishioners advising that settlement talks with 28
alleged victims of a former priest who has admitted sexually
abusing boys will begin this week.  "If attorneys for the Roman
Catholic Diocese of Spokane do not reach a settlement with dozens
of alleged victims of clergy sex abuse, the diocese may be forced
to declare bankruptcy," the AP says Bishop Skylstad said in his
letter.

Five lawsuits against the Diocese of Spokane are scheduled to to
go to trial on Nov. 29, 2004.

The settlement negotiations in Spokane are scheduled to last four
days, the AP relates.

"The plaintiffs have no expectations," Michael T. Pfau, Esq., at
Gordon, Thomas, Honeywell, Malanca, Peterson & Daheim, LLP, in
Seattle, told an AP reporter.  "We're certainly going to listen to
what the church has to say, but we're fully prepared to go to
trial."

The Diocese of Spokane reportedly faces at least 19 lawsuits
involving 58 plaintiffs who have accused nine diocesan priests and
two Jesuits.

The Diocese of Spokane, which was established in 1913, encompasses
13 counties in eastern Washington.  The Diocese consists of 83
parishes, one seminary and 17 schools.  There are 48 deacons and
84 diocesan priests who serve a population of 66,274 registered
Catholics.  The Most Reverend William S. Skylstad was installed as
bishop in 1990.


CATHOLIC CHURCH: Davenport Diocese Averts a Chapter 11 Filing
-------------------------------------------------------------
The Most Rev. William E. Franklin reported last week that the
Diocese of Davenport in Iowa entered into a global settlement
resolving 37 claims by men who say they were abused by priests
when they were children.  This settlement agreement provides for a
$9 million payment from insurance proceeds and diocesan funds.

"We also agreed on some measures to enhance our efforts to protect
our children now and in the future," Bishop Franklin said, adding
that it's his "hope that this settlement will help foster healing
and forgiveness as well as help us to focus together on preventing
this from ever happening again."

A report from the Associated Press says that all reports of sexual
abuse -- past, current and future -- made against clergy or
employees of the Roman Catholic Diocese of Davenport will be
turned over to the Scott County Attorney's Office.  The names of
clergy accused of abuse in a February diocesan report "both those
publicly identified and those who were not" will be turned over to
the prosecutor's office this week, the AP says.  The agreement
will not be binding on future county attorneys or bishops, the AP
adds; the procedure, described as a pilot program on a trial
basis, will be evaluated in two years.

The Diocese of Davenport indicated last month that it was prepared
to file for chapter 11 protection. In anticipation of that filing,
Bishop Franklin had taken steps to pare his staff from 44 to 18
and had received letters of resignation from a majority of the
Diocese's workers.

As previously reported, the Diocese of Davenport asked a local
court to delay a trial that was scheduled to begin on Nov. 1,
while the Diocese and its insurer attempted to craft a settlement.
District Judge C.H. Pelton rejected the Diocese's request.  "The
court finds 17 months sufficient time for the Diocese to have
recognized the insurance coverage dispute and to try to resolve
it," Judge Pelton wrote in a six-page ruling.  "These
circumstances certainly are not a surprise or an unanticipated
event."

Warren Kitts, writing for the Clinton Herald, reports that the
diocese said it has $10 million in assets, and lawyers for the
victims place the diocesan assets at up to $20 million.  Neither
figure includes the value of 84 parishes in the Diocese of
Davenport.

Robert B. McMonagle, Esq., at Lane & Waterman LLP, in Davenport,
counsel to the Diocese, says those 84 parishes "are legally
separate corporations" which the Diocese can't dip into.

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: Trustee Appoints Tucson Tort Claimants' Committee
------------------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, appoints five
claimants to the Official Committee of Tort Creditors in the
Diocese of Tucson's Chapter 11 case:

               1. Thomas A. Groom,
               2. Diana Holmes,
               3. Jeanne Metzger,
               4. Micheal Moylan, and
               5. Brian O'Connor

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. 8;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHOICE ONE: Bankruptcy Court Approves Postpetition Financing
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Choice One Communications, Inc., and its debtor-
affiliates' request to obtain financing under a $20,000,000
Postpetition Credit Agreement with GENERAL ELECTRIC CAPITAL
CORPORATION, VARDE INVESTMENT PARTNERS, L.P., and Soros-affiliate
QP SMF CAPITAL HOLDINGS LIMITED.  The Debtors will use the
financing to pay their day-to-day operations including the payment
of wages and other employee benefits, and the acquisition of
supplies and equipment that are vital to their businesses as well
as payment of certain costs relating to their chapter 11 cases.

The Bankruptcy Court also approved a $125,000,000 Postpetition
Interest Rate Swap Agreement with Wachovia Bank, N.A., that allows
the financial arrangement to "pass-through" as a post-confirmation
agreement where valid, effective and enforceable post-confirmation
liens and security interests remain the same as the prepetition
liens.

As of the Petition Date, the Debtors owed approximately
$410,000,000 plus interest and fees to their lenders.  The Debtors
are also obligated under the Subordinated Notes for $250,000,000
plus accrued and unpaid interest.

A hearing to consider confirmation of Choice One's chapter 11 plan
-- the result of several months of negotiations with a Steering
Committee of Senior Lenders and an Ad Hoc Committee of
Subordinated Noteholders -- is scheduled for Nov. 8.  The
prearranged Plan provides for the conversion of the company's
senior and subordinated debt to equity to reduce outstanding
indebtedness.  Specifically, $410 million of senior debt will be
converted to $175 million of senior secured term notes and 18
million shares of common stock in the Reorganized Debtors.
Subordinated Noteholders will convert $250 million of their claims
into 2 million shares of new common stock.

Headquartered in Rochester, New York, Choice One Communications,
Inc. -- http://www.choiceonecom.com/-- is an Integrated
Communications Provider offering voice and data services including
Internet solutions, to businesses in 29 metropolitan areas
(markets) across 12 Northeast and Midwest states. Choice One
reported $323 million of revenue in 2003, and provides services to
more than 100,000 clients. The Company and its 18 debtor-
affiliates filed for chapter 11 protection on October 5, 2004
(Bankr. S.D.N.Y. Case No. 04-16433). Jeffrey L. Tanenbaum, Esq.,
and Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, represent
the Debtors in their restructuring efforts.  A Bridge Lender
Steering Committee comprised of Quantum Partners LDC, Credit
Suisse First Boston International and Wachovia Investors, Inc. and
Merrill Lynch Credit Products, LLC, is represented by Ira
Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP.  Wachovia
Bank, N.A., obtains legal counsel from Nadia Burgard, Esq., at
O'Melveny & Myers LLP.   A Senior Lender Steering Committee
comprised of post-petition lenders GE Capital, Strategic Value
Credit Opportunities Master Fund, L.P. and Varde Investment
Partners, L.P., is represented by Andrew V. Tenzer, Esq., at
Shearman and Sterling LLP.  When the Debtors filed for bankruptcy,
they reported $354,811,000 in total assets and $1,078,478,000 in
total debts on a consolidated basis.


COLFAX CORP: S&P Affirms BB- Rating Amidst PT Group Sale Plans
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook for
Colfax Corporation to positive from stable.  At the same time, all
ratings, including the 'BB-' corporate credit and secured bank
loan ratings, were affirmed.

The outlook change resulted from the company's announcement that
it had entered into an agreement to sell its Power Transmission
Group (PT Group) to Genstar Capital LP.  The terms of the
transaction were not disclosed, and the sale is expected
to close by the end of 2004.

"Although the sale of the PT Group will weaken the company's
diversity, it is likely to have a modest impact on the overall
business risk of Colfax, since the PT Group has experienced lower
operating margins than Colfax's pump business, where the company
will still hold leading niche positions," said Standard & Poor's
credit analyst John R. Sico.

Still, the proceeds from the sale are initially expected to reduce
debt and more than offset the somewhat weaker business profile.
Longer term, Standard & Poor's expects that Colfax will continue
to seek niche acquisitions in the fluid handling business.  If
proceeds are eventually used to redeploy assets with operating
margins better than those in the PT Group, the financial profile
may likely improve over time, and there is potential for a higher
rating.

Prospectively, credit protection measures will be more in line
with the existing rating.  If proceeds are eventually used to
redeploy assets with operating margins better than those in the PT
Group, and if the financial profile improves over time, there is
potential for a higher rating.

The ratings on Richmond, Virginia-based Colfax reflect the
company's below-average business profile and the continuation of
an aggressive financial policy, despite pending debt reduction.
Although the company's sale of PT Group will have a modest impact
on the business profile, the company is expected to invest
proceeds in the fluid handling segment, where Colfax maintains
leading niche market positions.

Colfax is a private holding company formed in 1995, is principally
owned by the Rales brothers, and has grown through a number of
acquisitions.  The company's fluid handling and soon-to-be-
divested power transmission businesses hold leading shares in
mature markets.  Broad customer and geographic diversity, with
sizable aftermarket sales and limited fixed and working
capital intensity, generate consistent positive cash flow, even in
a weak economic environment.


COMMERCE ONE: Wants to Hire Murray & Murray as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Commerce One Inc. and its debtor-affiliates permission to
employ Murray & Murray, a Professional Corporation as its
bankruptcy counsel.

Murray & Murray will:

    a) provide aid and assistance in the administration of the
       Debtors' chapter 11 cases;

    b) advise the Debtors concerning their rights and
       responsibilities under the Bankruptcy Code as debtors and
       debtors in possession;

    c) provide continued representation in all negotiations and
       proceedings involving the Debtors' creditors and other
       parties in interest;

    d) assist the Debtors in the formulation of a disclosure
       statement regarding their chapter 11 plan;

    e) assist the Debtors in the confirmation of a chapter 11
       plan; and

    f) represent the Debtors in all other legal aspects of their
       chapter 11 cases.

Doris A. Kaelin, Esq., and Lovee Sarenas, Esq., are the lead
attorneys in the Debtors' restructuring.  Ms. Kaelin discloses
that Murray & Murray received a $83,057.31 retainer.  For their
professional services, Ms. Kaelin will bill the Debtors $360 per
hour, while Mr. Sarenas will charge at $250 per hour.  Ms. Kaelin
adds that Law Clerks and Paralegals performing services to the
Debtors will charge at $100 per hour.

Ms. Kaelin reports Murray & Murray's professionals bill:

    Professional            Designation     Hourly Rate
    ------------            -----------     -----------
    John Walsh Murray         Counsel          $475
    Craig M. Prim             Counsel           475
    Janice M. Murray          Counsel           440
    Stephen T. O'Neill        Counsel           390
    Robert A. Franklin        Counsel           385
    Cheryl A. Jordan          Counsel           360
    Stephanie Kain Ferril     Counsel           295

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

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


CWMBS INC: Fitch Assigns Low-B Ratings to B-3 & B-4 Certificates
----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates,
series 2004-J8, Coutnrywide Home Loans mortgage pass-through
trust:

     -- $238.8 million classes 1-A-1 through 1-A-3, 1-X, 2-A-1,
        2-A-2, 2-X, 3-A-1 through 3-A-8, 3-X, PO-A, PO-B, and A-
        R (senior certificates) 'AAA';

     -- $3,058,000 class M 'AA';

     -- $1,100,500 class B-1 'A';

     -- $611,400 class B-2 'BBB';

     -- $366,800 class B-3 'BB';

     -- $244,600 class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 2.35%
subordination provided by:

          * the 1.25% class M,
          * the 0.45% class B-1,
          * the 0.25% class B-2,
          * the 0.15% privately offered class B-3,
          * the 0.10% privately offered class B-4, and
          * the 0.15% privately offered class B-5 certificates.

Ratings of publicly offered classes based on their respective
subordination:

          * M 'AA',
          * B-1 'A', and
          * B-2 'BBB'.

Ratings of privately offered classes based on their respective
subordination:

          * B-3 'BB' and
          * B-4 'B'.

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 (Countrywide Servicing), rated 'RMS2+', a direct
wholly owned subsidiary of Countrywide Home Loans, Inc.

The certificates represent ownership in a trust fund, which
consists primarily of three separate mortgage loan groups.  The
senior certificates are collateralized primarily by a pool of
conventional, fully amortizing 15- and 30-year fixed-rate mortgage
loans secured by first liens on one- to two-family residential
properties.

Each of the senior certificates will receive interest and/or
principal from its respective mortgage loan group.  In certain
circumstances relating to a pool experiencing either rapid
prepayments or disproportionately high realized losses, principal
and interest collected from the one pool may be applied to pay
principal or interest, or both, to the senior certificates of
other pools in the trust.

The subordinate certificates will be cross-collateralized and will
receive interest and/or principal from available funds remaining
after paying senior principal and interest on all the senior
certificates.

The group 1 collateral consists of 15-year fixed-rate mortgage
loans with an aggregate pool balance of $69,299,516 as of the cut-
off date Oct. 1, 2004.  The weighted-average original loan-to-
value ratio -- OLTV -- is 64.06%, and the average loan balance is
$494,997.  Cash-out and rate/term refinance loans represent 23.38%
and 47.55%, respectively.

Second homes constitute 8.63% and there are no investor-occupied
properties.  The weighted average FICO credit score is
approximately 746.

The states that represent the largest geographic concentration of
mortgaged properties are:

          * California (24.43%),
          * Florida (14.63%),
          * Tennessee (10.44%),
          * Georgia (8.73%), and
          * Massachusetts (5.27%).

All other states constitute fewer than 5% of properties in the
group.

The group 2 collateral consists of 15-year fixed-rate mortgage
loans with an aggregate pool balance of $26,810,240 as of the cut-
off date.  The weighted-average original loan-to-value ratio --
OLTV -- is 59.36% and the average balance is $487,459.  Cash-out
and rate/term refinance loans represent 13.21% and 77.22% of the
mortgage pool, respectively.

Second homes account for 1.51%, and there are no investor-occupied
properties.  The weighted average FICO credit score is
approximately 762.

The states that represent the largest geographic concentration of
mortgaged properties are:

          * California (29.68%),
          * Tennessee (8.93%),
          * Georgia (7.47%),
          * Virginia (7.03%), and
          * Florida (5.06%).

All other states constitute fewer than 5% of properties in the
group.

The group 3 collateral consists of 30-year fixed-rate mortgage
loans with an aggregate pool balance of $148,406,438 as of the
cut-off date.  The weighted average OLTV is 72.67%, and the
average balance is $508,241.  Cash-out and rate/term refinance
loans represent 8.43% and 22.38%, respectively.

Second homes account for 6.78%, and there are no investor-occupied
properties.  The weighted average FICO credit score is
approximately 748.  The state that represents the largest
geographic concentration of mortgaged properties is California
(49.99%).  All other states constitute fewer than 5% of properties
in the group.

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.

SunTrust Bank and Countrywide Servicing will directly service
57.65% and 42.35%, respectively, of the mortgage loans in loan
group 1.  SunTrust Bank and Countrywide Servicing will directly
service 75.57% and 24.43%, respectively, of the mortgage loans in
loan group 2.  Countrywide Servicing, Commercial Federal, National
City, and HSBC will directly service 90.06%, 6.11%, 3.58%, and
0.25%, respectively, of the mortgage loans in loan group 3.

CWMBS purchased the mortgage loans from Country Home and deposited
the loans in the trust, which issued the certificates,
representing undivided beneficial ownership in the trust.  For
federal income tax purposes, elections will be made to treat the
trust fund as multiple separate real estate mortgage investment
conduits -- REMICs.  The Bank of New York will act as trustee.


DB COMPANIES: Has Until January 28 to File a Chapter 11 Plan
------------------------------------------------------------
DB Companies, Inc., and its debtor-affiliates, sought and obtained
an extension from the U.S. Bankruptcy Court for the District of
Delaware of the period to put together a liquidating chapter 11
plan.  Specifically, the Debtors convinced Judge Walsh to grant an
extension of their exclusive period in which to file a plan
through January 28, 2005, together with an extension of their
exclusive solicitation period through March 29, 2005.

The Debtors need more time to finalize transactions to sell and
dispose of 70-some remaining convenience stores.  The Debtors
think they can wrap up those deals by year-end.  The Company has
already sold 147 stores for more than $70 million.  The Debtors
indicate that unsecured creditors should see a meaningful recovery
on their claims after payment of administrative, secured and
priority claims.

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


DELTA AIR: GE Capital Extends $500 Million Financing Commitment
---------------------------------------------------------------
Delta Air Lines (NYSE: DAL) entered into a commitment letter with
GE Commercial Finance to provide $500 million of financing.  The
financing commitment consists of:

    * $300 million in the form of a senior secured revolving
      credit facility and

    * $200 million in the form of a senior secured term loan.

Both portions of the loan are subject to significant conditions
set forth in a statement of additional information available at no
charge at:

   http://www.sec.gov/Archives/edgar/data/27904/000116796604000961/ex992.htm

The contingencies include:

    (a) General Electric Capital Corporation's completion of all
        due diligence;

    (b) GE Capital's receipt of a certificate from Delta's
        chief financial officer that Delta has determined that
        there are anticipated annual benefits sufficient for
        Delta and its subsidiaries to achieve financial
        viability by way of an out-of-court restructuring,
        including reduction of costs and other benefits of at
        least $2.7 billion annually by 2006 (in addition to the
        $2.3 billion of annual benefits expected to be achieved
        by the end of 2004 through previously implemented profit
        improvement initiatives);

    (c) Delta's delivery of a detailed 3-year operating budget
        to GE Capital which GE Capital finds acceptable;


    (d) Immediately prior to the closing date, Delta and its
        subsidiaries shall have minimum cash on hand of
        $1 billion;

    (e) the exchange offer with respect to the issuance of new
        9.5% Senior Secured Notes due 2008 must be completed; and

    (f) the Amex Transaction must be completed.

"Up to $100 million of the financing will be provided by American
Express Travel Related Services Company under a previously
announced commitment," Delta said in a statement yesterday.

The revolving credit facility will be collateralized by a portion
of Delta's accounts receivable.  The $200 million term loan will
be collateralized by a pool of a substantial portion of Delta's
remaining unencumbered assets.  The facility will mature three
years from the closing date.  The term loan will be payable in
12 equal monthly installments, commencing on the second
anniversary of the closing date.

"We have made significant strides in what is currently a critical
period for the company," said Michael J. Palumbo, Delta's
executive vice president and chief financial officer.  "While
there is a significant amount of work yet to be accomplished,
these developments will make a meaningful contribution to the
massive company-wide effort underway to transform our airline."


DII INDUSTRIES: Asks Court to OK Dresser & Worthington Settlements
------------------------------------------------------------------
Kingscroft Insurance Company Limited, Walbrook Insurance Company
Limited, El Paso Insurance Company Limited, Lime Street Insurance
Company Limited, Mutual Reinsurance Company, The Bermuda Fire &
Marine Insurance Company Limited, and South American Insurance
Company, issued or subscribed to various policies of insurance
that provide coverage for, among other things, asbestos and
silica-related personal injury claims against:

    -- DII Industries, formerly known as Dresser Industries, Inc.,
       both in its own right and as successor-in-interest to
       Turbodyne Corporation and Worthington Corporation and its
       Subsidiaries; and

    -- Federal-Mogul Products, Inc., as successor-in-interest to
       Wagner Electric Company.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, LLP, in
Pittsburgh, Pennsylvannia, relates that the Settling Insurers are
all insolvent and operating in run-off mode.  They have ceased to
underwrite new liabilities, and are in the process of liquidating
and paying, to the extent possible, their outstanding liabilities
in connection with Schemes of Arrangement being implemented under
British law, with the exception of South American Insurance, which
is being liquidated under the supervision of a Utah state court.

Mr. Zanic discloses that DII Industries and Federal-Mogul have
submitted claims against the Settling Insurers for asbestos and
silica-related liabilities under various of the Subject Insurance
Policies.  After extended negotiations, and the exchange of
substantial claim materials and documentation, DII Industries and
Federal-Mogul have reached an agreement with KWELM Management
Services Limited, as the appointed run-off agent for the Settling
Insurers, regarding the value of the Insurers' claims, as well as
the timing of their payment under the Settling Insurers' Schemes
of Arrangement.

Accordingly, DII Industries seeks the Court's authority to enter
into the Dresser Settlement Agreement with KWELM and the
Worthington Settlement Agreement with Federal-Mogul and KWELM.

The material terms of the Dresser Settlement Agreement are:

    (1) DII Industries will have an aggregate allowed claim in
        Settling Insurers' Schemes of Arrangement for $9,938,784
        apportioned among the Settling Insurers; and

    (2) Following passage of the Scheme of Arrangement Bar Date,
        and assuming that no competing claims are asserted under
        the Subject Insurance Policies, the Settling Insurers
        agree to pay DII Industries its claim as provided for by
        the Scheme of Arrangement, and, in the case of South
        American Insurance, to seek approval from the court
        supervising South American Insurance's liquidation to make
        the payment within 150 days after the passage of the Bar
        Date.

The Worthington Settlement Agreement provides that:

    (1) DII Industries and Federal-Mogul will have a joint
        allowed claim against the Settling Insurers aggregating
        $7,000,000, which will be apportioned among the
        Settling Insurers; and

    (2) Following passage of the Scheme of Arrangement Bar Date,
        and assuming that no competing claims are asserted under
        the Subject Insurance Policies, the Settling Insurers
        agree to pay as provided by the Scheme of Arrangement to
        an escrow account under the joint control of DII
        Industries and Federal-Mogul, and, in the case of South
        American Insurance, to seek approval from the court
        supervising its liquidation to make a payment within 90
        days after the passage of the Bar Date.

The Settlement Agreements will liquidate DII Industries' claims
against the Settling Insurers without the need for expensive and
burdensome claims estimation procedures, and will allow those
claims to be paid promptly after the passage of the bar date in
the Settling Insurers' Schemes of Arrangement.

Approval of the Settlement Agreements will bring the Debtors one
step closer to a comprehensive agreement with their insurance
carriers that will allow for the withdrawal of all pending appeals
and the consummation of the Plan, Mr. Zanic adds.

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)


DSI TOYS: Chapter 7 Trustee Settles MTV Preference Claim for 53%
----------------------------------------------------------------
Janet S. Casciato-Northrup, the Chapter 7 Trustee overseeing the
liquidation of DSI Toys, Inc., sued MTV Networks Enterprises,
Inc., to recover an alleged $564,783 preference claim.  The
Trustee has agreed to accept a $300,000 payment in exchange for a
full release of all causes of action arising under Chapter 5 of
the Bankruptcy Code against MTV, Viacom International, Inc.,
Viacom, Inc., MTV Networks and Nickelodeon.

DSI Toys, Inc., filed its chapter 7 petition on October 17, 2003
(Bankr. S.D. Tex. Case No. 03-44867-H5-7).  William B.
Finkelstein, Esq., and Matthew J. Cleaves, Esq., at Hughes & Luce,
L.L.P., in Dallas, represent Sunrock Capital Corp., DSI's secured
lender.  Wayne Kitchens, Esq., and Steven D. Shurn, Esq., at
Hughes, Watters & Askanase, L.L.P., represent the Chapter 7
Trustee.


ECHOSTAR COMMS: Fitch Puts Low-B Ratings on Sub. & Senior Notes
---------------------------------------------------------------
Fitch Ratings initiated coverage of Echostar Communications
Corporation and its wholly owned subsidiary, Echostar DBS
Corporation, by assigning to Echostar's convertible subordinated
notes a 'B' rating and Echostar DBS' senior notes a  'BB-' rating.

The Rating Outlook is Stable.

Fitch's rating action effects approximately $5.5 billion of debt
as of the end of the second quarter 2004.

Fitch's ratings reflects Echostar's size and scale as the fourth
largest multichannel video programming distributor in the United
States, solid liquidity position, and Fitch's expectation for
EBITDA growth and free cash flow generation.

Fitch's ratings also consider the intense competition for
subscriber market share with cable multiple system operators and
other direct broadcast satellite -- DBS -- providers, Echostar's
lack of revenue diversity and narrow product offering relative to
cable MSOs, and the high cost to acquire and retain subscribers.

The ratings also consider the competitive disadvantages inherent
in Echostar's infrastructure relative to the upgraded cable plant
and the continued requirement for the company to invest and update
its satellite infrastructure.

Key to Fitch's expectation of EBITDA and free cash flow growth
will be how the company balances its strong subscriber growth
momentum with controlling subscriber acquisition and retention
costs and subscriber cash flow.

Fitch anticipates an elevated level of competition from the cable
companies during the balance of 2004 and 2005 as the MSOs continue
to focus on marketing their product bundle, including a voice over
Internet protocol --- VoIP -- service roll out, to retain and grow
its basic subscriber base.

The competitive pressure will likely result in higher subscriber
acquisition costs and higher churn for direct satellite
broadcasters including Echostar, which in Fitch's estimation will
erode subscriber profitability.

The company's subscriber acquisition costs -- SAC -- have
increased on both an aggregate and per subscriber basis,
negatively affecting EBITDA and margins.  Fitch adjusts the
company's reported SAC and EBITDA to account for SAC that the
company capitalizes.  EBITDA (adjusted for capitalized SAC) during
the second quarter of 2004 declined 45% relative to the same
period last year and EBITDA margin (adjusted for capitalized SAC)
decreased to 7.9% from 20.7% last year.

SAC in aggregate during the second quarter of 2004 was 62% higher
than the second quarter of 2003 while SAC per gross addition of
$645 was 17.6% higher than the second quarter of 2003, pointing
out that the growth in gross additions is driving most of the
year-over-year growth in SAC.  Fitch believes that the increase in
SAC per gross addition is largely attributable to higher
subscriber equipment subsidies connected with the company's
various marketing promotions.

Echostar's liquidity position is supported by cash and marketable
securities on hand.  The company recently announced a $1 billion
common stock repurchase program.  Fitch expects that a significant
portion of expected free cash flow will be utilized to fund the
stock repurchase and not for debt reduction.

Fitch anticipates that during 2004 the company will generate free
cash flow levels consistent with 2003 free cash flow levels.
Looking ahead free cash flow may be pressured somewhat during 2005
as higher levels of capital expenditures related to subscriber
acquisition costs and satellite expenditures weigh down free cash
flow generation.  Fitch expects leverage (adjusted for capitalized
SAC) to improve to approximately 6.35 times (x) by year-end 2004
and reduce to 5.5x by the end of 2005.

Echostar has nominal amounts of scheduled debt maturities during
2005 through 2007, however $2.5 billion is scheduled to mature in
2008 presenting refinancing risk.  Fitch believes that risk is
magnified given the company's common stock repurchase plans.

Fitch's 'B' rating for Echostar's subordinated convertible notes
reflects the structural subordination of the notes to the senior
notes issued by Echostar DBS and the diminished recovery prospects
of the convertible notes relative to the senior notes.

Fitch's Stable Rating Outlook reflects the consistent subscriber
economic trends as well as the positive EBITDA and free cash flow
prospects expected during 2005 and 2006 balanced with the very
competitive operating environment.


ELAN CORP: Moody's Reviewing Caa2 Sr. Implied Rating & May Upgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Elan Corporation
plc (Caa2 senior implied) under review for possible upgrade.  This
rating action follows the company's announcement that it plans to
issue $850 million in new senior notes, and that it will use
proceeds to purchase up to $351 million of its $390 million EPIL
III notes maturing in March 2005.  Moody's rating outlook has been
positive since April 16, 2004.  Moody's believes that the issuance
of new senior notes -- if successfully consummated -- should
alleviate earlier concerns about Elan's near-term liquidity,
stemming from insufficient internal sources of cash to repay the
EPIL III maturity and significant cash flow burn.

The rating review will focus on:

   (1) Elan's capital structure and liquidity profile assuming
       successful completion of the bond offering and EPIL III
       tender offer;

   (2) structural considerations of the new notes relative to
       Elan's existing debt;

   (3) anticipated financial performance over the near and
       intermediate term, which may still include significant cash
       flow burn; and

   (4) longer term opportunities provided by Antegren, which is
       currently being reviewed by the FDA.

Moody's anticipates concluding the rating review in the very near
term, as well as assigning a prospective rating to the new senior
notes.

Ratings placed under review for possible upgrade:

   * Elan Corporation plc

     -- Caa2 senior implied
     -- Caa2 issuer rating

   * Athena Neurosciences Finance, LLC

     -- Caa2 senior notes of $650 million due 2008 (guaranteed by
        Elan Corporation on a senior basis)

   * Elan Pharmaceutical Investments III Ltd. (EPIL III)

     -- Caa2 senior notes of $390 million due 2005 (guaranteed on
        a subordinated basis by Elan Corporation plc)

Moody's does not rate Elan's $460 million convertible notes due
2008.

Elan is a specialty pharmaceutical and drug-delivery company
headquartered in Dublin, Ireland, with current areas of
pharmaceutical focus in neurology, pain management and autoimmune
diseases


ENRON CORP: Consents to Buy Additional Trakya Equity Interests
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 4, 2004,
Sylvia Mayer Baker, Esq., at Weil Gotshal & Manges, in New York,
relates that pursuant to the terms of the confirmed Plan, Enron
Corporation and its debtor-affiliates formed Prisma Energy
International, Inc., to hold the majority of their international
energy infrastructure businesses.  On April 20, 2004, the Debtors
obtained Court approval of a contribution and separation agreement
governing the transfer of assets to Prisma.   Both the Plan and
the Separation Agreement provide that the Debtors will transfer
the Prisma Assets to Prisma in exchange for Prisma Shares
commensurate with the value of the asset contributed.

In consultation with the Official Committee of Unsecured
Creditors, the Debtors and Prisma worked together to lay the
foundation for the transfer of the Debtors' interests in the
international energy infrastructure businesses to Prisma.  To
obtain the requisite consents, waivers and acknowledgments
required to transfer the Prisma Assets, the Debtors and Prisma
also worked together and largely completed the process of
contacting counterparties, partners, applicable regulatory and
government agencies, and other parties-in-interest.

By this motion, the Debtors ask Judge Gonzalez to authorize and
approve:

    (a) Enron Corp.'s consent to the purchase, by and through its
        non-debtor affiliate, Enron Power Holdings (Turkey) BV, of
        additional equity interests in Trakya Elektrik Uretim ve
        Ticaret AS, in accordance with the terms and conditions of
        an Equity Purchase Agreement by and among:

           -- EPH, as the Purchaser;

           -- Enron Power Holdings CV, as EPH's parent;

           -- Westar Industries, Inc., and the Wing Group, Limited
              Co. as the Sellers; and

           -- Westar Energy, Inc., as the Sellers' parent;

    (b) a mutual release by and among Enron, Prisma Energy
        International, Inc., Westar Industries, the Wing Group and
        Westar Energy and their affiliates, of all liabilities
        relating to a loan agreement between Enron and Wing
        International, Ltd.; and

    (c) the consummation of the transactions contemplated in the
        EPA.

Trakya is owned 50% by Enron's non-debtor affiliate EPH, which is
wholly owned by EPHCV.  EPHCV is an indirect subsidiary of Prisma
Energy International, Inc.

Trakya's other equity owners are:

    -- Midlands Generation (Overseas) Limited with a 31% interest;

    -- Wing International with a 9% interest; and

    -- GAMA Holding AS and GAMA Enerji AS with an aggregate 10%
       interest.
                           _____________
                          |             |
                          | Enron Corp. |
                          |_____________|
                                 |
                                100%
                                 |
                           ______V______
                          |             |
                          |Prisma Energy|
                          |International|
                          |    Inc.     |
                          |_____________|
                                 |
                                100%
                                 |
                             ____V_____             ___________
                            |          |           |           |
                            | Mesquite |           |Enron Dutch|
                            | Holdings |-->99.99%->|Investment |
                            |    BV    |           |   No.2    |
                            |__________|           |  England  |
                                  |                |___________|
                                  |
                                  |
                    ---99% as LP------100%-----
                   |                           |
                   |                           |
             ______V______               ______V_______
            |             |             |              |
            | Enron Power |             | Enron Turkey |
            | Holdings CV |<--1% as GP--|  Energy BV   |
            |_____________|             |______________|
                   |
                  100%
                   |
             ______V______
            |             |
            | Enron Power |
            | (Turkey) BV |
            |_____________|
  ________         |               ____________
|        |        |              |            |
|  Wing  |        |              |  Midlands  |
| Int'l. |       50%             | Generation |
|  Ltd.  |        |              | (Overseas) |
|________|        |              |    Ltd.    |
     |        _____V_______       |____________|
     |       |             |            |
     L---9%->|   TRAKYA    |            |
             |  ELECTRIKA  |<----31%----l
             |  URETIM VE  |
       --8%->|  TICARET AS |
      |      |_____________|<---2%---
      |                              |
  ____|____                       ___|_____
|         |                     |         |
|  GAMA   |                     |  GAMA   |
| Enerji  |                     | Holding |
|   AS    |                     |   AS    |
|_________|                     |_________|

According to Sylvia Mayer Baker, Esq., at Weil Gotshal & Manges,
in New York, Trakya owns and operates a combined cycle gas
turbine power plant located on the northern coast of the Sea of
Marmara near Istanbul, Turkey.  Under an Energy Sales Agreement,
Trakya sells all of the Plant's capacity and energy to the state-
owned Turkish electricity contracting and trading company,
Turkiye Elektrik Ticaret ve Taahut AS.

The Debtors developed Trakya between 1993 and 1999.  In June
1999, Trakya commenced commercial operations.  The cost of the
Plant totals $556.5 million:

    $417,300,000 in senior secured loans set to mature in
                 September 2008

      23,800,000 in subordinated shareholder loans set to
                 mature in September 2005

     115,400,000 in equity, a portion of which Enron loaned
                 to Wing International

The Plant was built and is owned and operated pursuant to an
Implementation Contract between Trakya and the Ministry of
Energy.  The Implementation Contract has an initial term ending
in June 2019, which may be extended if certain conditions are
satisfied.  Upon expiration of the Implementation Contract, the
Plant will be transferred to the Turkish Ministry of Energy, free
of charge.

The operations and maintenance services for the Plant are
provided under a long-term O&M Agreement by an operator
consortium comprised of Enron Europe Operations (Advisor) Limited
and SII Enerji ve Uretim Limited Sirketi.  The Operator
Consortium has been transferred to Prisma pursuant to a
contribution and separation agreement.

Trakya's board of directors consists of seven interested members,
of which the Enron/Prisma shareholder appoints three persons and
the other shareholders appoint the remaining four members.  In
addition, two independent members of the board are selected by
all of the shareholders.

                      The Enron Loan Agreement

During the construction of Trakya, Wing International entered
into certain loan agreements in order to finance its equity
contribution obligations to Trakya.  Wing International and Enron
entered into the Restated Loan Agreement, dated June 28, 1996,
and a related non-recourse promissory note where Enron agreed to
loan up to $9,513,800 and Wing International agreed to repay the
loan over a 15-year period.

In a separate transaction, Wing International and Midlands
entered into a loan agreement where Midlands agreed to partially
fund Wing International's investment in Trakya.  The Debtors
believe that Wing International is not in default under the
Midlands Loan Agreement.  As of October 8, 2004, $1.2 million in
outstanding principal is due under the Midlands Loan Agreement.
Over time, the Midlands Loan is expected to be repaid by Wing
International in accordance with its terms.

Since September 2001, neither Wing International nor Westar
Energy, on its behalf, serviced the Enron Loan.  As of October 8,
2004, the outstanding principal balance under the Enron Loan
Agreement is at about $2.8 million.

After EPH's acquisition of Wing International in accordance with
the Equity Purchase Agreement:

    (a) the Enron Loan Agreement may be paid in accordance with
        its terms,

    (b) the Enron Loan Agreement may be compromised between
        the parties; or

    (c) Enron's right to receive payment under the Enron Loan
        Agreement may be transferred to Prisma pursuant to a
        certain Contribution and Separation Agreement.

In the event that Enron elects to transfer the Enron Loan as a
receivable to Prisma, the Debtors will file a notice of the
transfer with the Court in accordance with the CSA.

                     The Management Agreement

Prior to the Petition Date, Enron and certain of its Dutch
affiliates entered into an agreement where Equity Trust Co., NV,
agreed to serve as the managing director in charge of local
management of Enron's operating units doing business in the
Netherlands.  In its capacity as managing director of EPH, Equity
Trust approved and consented to EPH's acquisition of the
additional equity interests in Trakya, Ms. Baker notes.

             The Contribution and Separation Agreement

On April 20, 2004, the Court authorized and approved the

    -- execution, delivery and performance of CSA, between the
       Debtors and Prisma; and

    -- consummation of the transaction contemplated in the CSA,
       free and clear of all liens, claims, encumbrances, rights
       of setoff, netting, recoupment and deduction.

Pursuant to the CSA, the Debtors will transfer certain assets to
Prisma in exchange for shares in Prisma commensurate with the
value of the asset contributed.  On August 31, 2004, Debtor ET
Power transferred its indirect interest in Trakya to Prisma and
received 165,094 shares in Prisma commensurate with the value of
the transferred interest.  Ultimately, shares in Prisma will be
sold, or distributed to, or held for the benefit of, creditors
pursuant to the Plan.

                      The Proposed Transaction

Wing International is the record and beneficial owner of
4,723,812 shares of Trakya, which equals 9% of the equity
interest in Trakya.  Wing Turkey, Inc., owns a direct 99% equity
interest in Wing International and the Wing Group owns the
remaining 1% equity interest in Wing International.  Westar
Industries owns a direct 100% equity interest in Wing Turkey and
a direct 100% equity interest in the Wing Group.  Westar owns a
direct 100% equity interest in Westar Industries.

Both the Wing Group and Wing Turkey have pledged their equity
interests in Wing International to the senior lenders of Trakya
pursuant to Intermediate Pledge Agreements.  EPH will replace the
Intermediate Pledge Agreement entered into by the Wing Group with
a new pledge to be entered into by EPH.  Wing Turkey's pledge to
the Senior Lenders will remain outstanding in accordance with its
terms.  The pledges to the Senior Lenders will expire upon
payment in full of Trakya's obligations to the Senior Lenders.

EPH has decided to:

    -- acquire 100% of the outstanding membership interests in
       Wing Turkey from Westar Industries after the conversion of
       Wing Turkey to a Delaware limited liability company as set
       forth in the EPA; and

    -- acquire a 1% membership interest in Wing International from
       the Wing Group.

Consequently, EPH will own 100% of Wing International and, as a
result of acquiring Wing International, will own a 59% equity
interest in Trakya -- 50% directly and 9% through Wing
International.

As consideration for the transfers and conveyances as provided
for in the EPA, EPH will pay Westar Industries and the Wing Group
an aggregate purchase price of:

    (a) $11,218,265;

    (b) the amount of any payments by Wing International under the
        Enron Loan Agreement between March 16, 2004, and the
        Closing Date; and

    (c) and other cost adjustments as set forth in the EPA.

Trakya Post-Acquisition Ownership
                           _____________
                          |             |
                          | Enron Corp. |
                          |_____________|
                                 |
                                100%
                                 |
                           ______V______
                          |             |
                          |Prisma Energy|
                          |International|
                          |    Inc.     |
                          |_____________|
                                 |
                                100%
                                 |
                             ____V_____             ___________
                            |          |           |           |
                            | Mesquite |           |Enron Dutch|
                            | Holdings |-->99.99%->|Investment |
                            |    BV    |           |   No.2    |
                            |__________|           |  England  |
                                  |                |___________|
                                  |
                                  |
                    ---99% as LP------100%-----
                   |                           |
                   |                           |
             ______V______               ______V_______
            |             |             |              |
            | Enron Power |             | Enron Turkey |
            | Holdings CV |<--1% as GP--|  Energy BV   |
            |_____________|             |______________|
                   |
                  100%                  _________________
                   |                   |                 |
             ______V______             |   Midlands      |
            |             |            |   Generation    |
            | Enron Power |            | (Overseas) Ltd. |
        ----| (Turkey) BV |----50%     |_________________|
       |    |_____________|      |             |
       |           |             |             |
      100%         |             |             |
       |           |        _____V_____        |
  _____V____       |       |           |<-----31%
|          |      |       |  TRAKYA   |
|   Wing   |      1%      | ELEKTRIK  |<---------------2%
|  Turkey  |      |       | URETIM VE |                |
|   Inc.   |<-----        |  TICARET  |                |
|__________|              |    AS     |             ___|_____
       |                   |___________|<---8%      |         |
       |                       A             |      |  GAMA   |
       |                       |             |      | Holding |
       |                       |             |      |   AS    |
       |                       |             |      |_________|
        ----------------------9%         ____|_____
                                        |          |
                                        |   GAMA   |
                                        |  Enerji  |
                                        |    AS    |
                                        |__________|

                           Mutual Release

Enron, Prisma, Westar, Westar Industries and the Wing Group
further agreed to enter into a Mutual Release related to the
Enron Loan Agreement, the Enron Pledge Agreement and the Wing
Pledge Subordination Agreement as provided in the EPA.

Pursuant to the Mutual Release:

    (a) Enron and Prisma will unconditionally release Westar,
        Westar Industries, the Wing Group, and their affiliates
        from all liabilities related to the Enron Loan Agreement
        and the Pledge Agreements; and

    (b) Westar, Westar Industries, the Wing Group and each of
        their collective affiliates will unconditionally release
        Enron and Prisma from all liabilities related to the
        Agreements.

Westar, Westar Industries and the Wing Group will also enter into
a release where each will fully and finally release Wing
International and Wing Turkey from any and all liabilities
existing on or before the Closing Date.

The EPA further provides:

A. Representations and Warranties

    Westar Industries, Wing Group and Westar Energy will provide
    representations and warranties to EPH with respect to Wing
    International and Wing Turkey and Wing International's
    ownership interests in Trakya.

B. Conversion of Wing Turkey

    Westar Industries will convert Wing Turkey from a Delaware
    corporation to a Delaware limited liability company within 45
    days of execution of the EPA.  EPH will reimburse Westar
    Industries and Wing Group or their affiliates for all
    reasonable out-of-pocket costs they incurred in connection
    with the conversion.

C. Conditions Precedent

    The closing of the transactions contemplated by the EPA is
    subject to a number of conditions precedent, including:

       * obtaining government consents;

       * delivery of the Mutual Release and the Westar Release;
         and

       * the Court's final and non-appealable order approving the
         EPA and all its contemplated transactions.

D. Indemnification

    Subject to certain caps and deductibles, Westar Industries,
    Wing Group and Westar Energy will jointly and severally
    indemnify, defend and hold harmless EPH and its affiliates
    from and against and in respect of 100% of any actual losses,
    liabilities, damages, judgments, settlements and expenses
    incurred by any Company or EPH or its affiliates that:

       * arise out of any breach by Westar Industries, Wing Group
         or Westar Energy of the representations, warranties or
         covenants contained in the EPA, except if those breaches
         are caused by the gross negligence or willful misconduct
         of EPH or its affiliates;

       * arise as a result of certain taxes as set forth in the
         EPA; or

       * relate to certain liabilities with respect to a Lloyd's
         insurance policy as provided in the EPA.

                   Acquisition and Mutual Release
                      Beneficial to Creditors

Sufficient business purpose and justification exists for the
Debtors' consenting to EPH's acquisition of the Wing
International Equity Interest.  The Acquisition, Ms. Baker points
out, will result in EPH's gaining an additional seat on Trakya's
Board, thus giving EPH certain additional governance rights with
respect to Trakya.

The Debtors believe that the Acquisition as contemplated by the
EPA is expected to result in accretion of EPH's earnings.  Ms.
Baker tells the Court that Trakya has a history of stable
dividends, a strong management team and a solid contractual
structure through which it is owned, operated and sells energy.
Furthermore, the Republic of Turkey guaranteed payment to Trakya
under the Energy Sales Agreement with Turkiye Elektrik.

As EPH will then own a 59% equity interest in Trakya, the
Acquisition will enhance the value of EPH's existing interest in
Trakya.  As Trakya has been transferred to Prisma, the
Acquisition will also enhance the value of Prisma -- now an Enron
wholly owned subsidiary -- which will benefit all creditors who
will receive shares in Prisma under the Debtors' Chapter 11 Plan.

Enron has not received payment under the Enron Loan Agreement
since September 2001.  However, the EPA and the Mutual Release
will facilitate resolution of the outstanding balance due under
the Enron Loan Agreement.  As Enron will indirectly wholly own
Wing International, Enron will resolve the balance directly with
Wing International and release Westar, Westar Industries and the
Wing Group from any obligations under the Enron Loan Agreement,
Ms. Baker explains.  Consequently, the Debtors and their
creditors will benefit from resolution of the Enron Loan
Agreement.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 128;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Portland General Wants to Buy Coal Handling Facility
----------------------------------------------------------------
Portland General Electric Company, a wholly owned electric
utility company subsidiary of Enron Corp., filed with the
Securities and Exchange Commission an application under Section
9(a)(I) and 10 of the Public Utility Holding Company Act of 1935,
as amended.

Portland General is an integrated electric utility engaged in the
generation, purchase, transmission, distribution, and retail sale
of electricity in the State of Oregon.  Portland General also
sells electricity and natural gas in the wholesale market to
utilities and power marketers throughout the western United
States.

Portland General seeks authorization to acquire a coal handling
facility located at its Boardman Coal Plant in Eastern Oregon.
The Facility consists of the machinery, equipment, mechanical and
electrical equipment, fixtures, tangible personal property and
other property constructed and installed for the unloading,
transfer, storage, handling and crushing of coal for the Boardman
Plant.

Currently, Portland General is the sole lessee of the Facility
under a lease agreement under a leverage financing transaction
entered into in 1979.  Margaret H. McFarland, SEC Deputy
Secretary states that the Facility is owned by a trust, the
trustee of which is Wells Fargo Bank N.A., and the beneficiary of
which is ICON/Boardman Facility LLC, a participant in the
Financing Transaction.  Under the Lease Agreement, Portland
General is responsible for the operation and maintenance of the
Facility.

In January 2004, Portland General extended the Lease Agreement
through 2010.  Assuming that the transaction closes by
October 29, 2004, a purchase price is estimated to be between $20
million and $35 million.  If the closing is delayed but takes
place on or before November 30, 2004, the purchase price will be
increased for each day after October 29, 2004, that closing is
delayed based on the 90-day London Interbank Offered Rate
determined two days before the closing.  The closing may be
delayed beyond November 30, 2004, only upon mutual agreement, Ms.
McFarland notes.

The funds to be used to purchase the Facility would come from
Portland General's internally generated cash.  There are no fees,
commissions or other remuneration to be paid by Portland General
to the Owner Trustee, the Owner Participant or any other party in
connection with the purchase of the Facility.

Portland General, after the purchase, would continue to operate
and maintain the Facility for the benefit of the Boardman Plant
co-owners, and the Boardman Plant Co-Owners would continue to pay
their pro-rata share of current rate lease rental.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 127;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


FEDERALPHA STEEL: Admin. Proofs of Claims Must be in by Wednesday
-----------------------------------------------------------------
All requests for payment of administrative expenses that accrued
after October 31, 2003, in FederAlpha Steel, LLC, must be filed on
or before November 3, 2004.   The Court will review those requests
at a hearing on November 8.

The Honorable Benjamin Goldgar of the U.S. Bankruptcy Court for
the Norhtern District of Illinois confirmed FederAlpha's Plan of
Reorganization on August 25, 2004.  A full-text copy of the
Disclosure Statement explaining the Plan is available for a fee
at:

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

Headquartered in Chicago, Illinois, FederAlpha Steel LLC is Leroux
Steel and Alpha Steel Corp.'s joint venture in the Midwest.
Headquartered in Peotone, the company is one of the largest
structural steel supplier in the region.  The Company filed for
chapter 11 protection on October 21, 2003 (Bankr. N.D. Ill. Case
No. 03-43059).  Stephen T. Bobo, Esq., at Sachnoff & Weaver, Ltd.,
leads the engagement to represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets and debts of over
$10 million each.


FLYI INC: Deteriorating Liquidity Cues S&P to Junk Rating
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on FLYi
Inc., including lowering the corporate credit rating to 'CCC-'
from 'B-', and removed them from CreditWatch where they were
placed on Oct. 20, 2004.

"The downgrade is based on FLYi's very heavy losses and rapidly
deteriorating liquidity," said Standard & Poor's credit analyst
Betsy Snyder.

"A continued reduction in liquidity would likely result in a
Chapter 11 bankruptcy filing and a ratings downgrade to 'D'."
The outlook is negative on the Dulles, Virginia-based company.

Approximately $230 million of rated securities are affected.
The company reported a third-quarter 2004 loss of $83 million on
revenues of $120 million.  As a result, the company's unrestricted
cash and short-term investments declined significantly -- to
$198 million at September 30, 2004, from $345 million at
June 30, 2004.

On June 16, 2004, FLYi began operating as Independence Air, a low-
fare airline based at Washington Dulles Airport.  It has since
terminated its relationships with United Air Lines Inc. and Delta
Air Lines Inc., in which it served as a feeder partner under fee-
per-departure agreements that resulted in fairly stable earnings
and cash flow.

Since FLYi began operating independently, it has suffered from
weak load factors (only 44% in September 2004) in comparison to an
industry average in excess of 70%.  As with other airlines, the
ongoing weak fare environment and high fuel costs have also
negatively affected FLYi.

The company has indicated it expects to lose a similar amount in
the fourth quarter of 2004.  FLYi has significant capital
requirements over the near term, primarily substantial aircraft
operating lease payments of $80 million due in January 2005.  In
addition, if Delta were to file for Chapter 11 bankruptcy
protection, FLYi could be responsible for lease payments on the 30
aircraft it was operating for Delta, even though that relationship
has ended.

The company is currently in discussions with its various aircraft
lessors to reduce and defer lease payments.  It is also pursuing
the sale or refinancing of certain of its owned aircraft and parts
inventory, although any proceeds would likely not be material.
FLYi relies on internally generated cash to meet liquidity
requirements.

It has only a minimal borrowing facility of $17.5 million.  With
FLYi's large expected ongoing losses, Standard & Poor's expects
FLYi's cash to decline further from the $198 million at
September 30, 2004, and that internally generated cash will likely
not be sufficient to meet working capital needs for an extended
period.


FRANKLIN CAPITAL: Wants to Liquidate Current Investment Portfolio
-----------------------------------------------------------------
Franklin Capital Corporation (AMEX: FKL) reported that, in
accordance with the restructuring and recapitalization plan
previously announced by the Company, the Company intends to
liquidate its current investment portfolio and has retained an
investment bank to assist it in this process.

This portfolio consists of an investment in the preferred stock of
Alacra Corporation, a leading provider of business and financial
information, and certain contractual rights retained by the
Company in connection with its prior investment in Excelsior Radio
Networks, Inc., a producer and syndicator of radio programming.

The Company's Chairman and Chief Executive Officer, Milton "Todd"
Ault, commented, "While no assurances can be made that we will
successfully liquidate any portion of our portfolio, the Company
has received and continues to be receptive to third-party offers
to purchase the individual assets contained in its current
investment portfolio.  We plan to evaluate each of these offers in
light of the best interests of the Company and its stockholders
and, if possible, to complete the liquidation of our portfolio in
the near term, at which point we will continue to execute on our
ongoing restructuring and recapitalization plan."

               About Franklin Capital Corporation

Franklin Capital Corporation is a subsidiary of Franklin Resources
Inc., formed to expand Franklin Resources automotive and consumer
lending activities related primarily to the purchase,
securitization and servicing of retail installment sales contracts
originated by retailers and automobile dealerships.

Franklin Capital Corporation originates and services direct and
indirect loans for itself and its sister company Franklin
Templeton Bank and Trust, F.S.B. Eight different loan programs are
offered, allowing Franklin Capital Corporation to serve the needs
of prime, non-prime and sub-prime customers throughout the United
States.

                         *     *     *

As reported in the Troubled Company Reporter on August 24, 2004,
Franklin Capital Corporation's former independent accountants,
Ernst & Young LLP, indicated in its reports dated March 5, 2004
and March 7, 2003 on Franklin's financial statements, substantial
doubt about the company's ability to continue as a going concern.


FREESTAR TECHNOLOGY: Auditors Express Going Concern Doubt
---------------------------------------------------------
The auditing firms of Russell Bedford Stefanou Mirchandani LLP and
Stonefield Josephson, Inc., continue to express substantial doubt
about FreeStar Technology Corporation's ability to continue as a
going concern.  FreeStar, the auditing firms observe, has incurred
substantial losses since its inception and is experiencing
difficulty in generating sufficient cash flow to meet its
obligations.  Russell Bedford delivered an audit report to the
Company's Board of Directors dated October 13, 2004; Stonefield
Josephson's report is dated October 16, 2004.  Stonefield
Josephson was dismissed on June 23, 2004.

As reported in the Troubled Company Reporter on August 13, 2004,
FreeStar terminated agreements to acquire Unipay, Inc., and
TransAxis, Inc. (formerly Digital Courier Technologies, Inc.).

At June 30, 2004, FreeStar's balance sheet shows $4.9 million in
assets and $1.3 million in liabilities.  In the year ending
June 30, 2004, FreeStar reported a $6.3 million loss, following an
$11.4 million loss in 2003.

                   About Freestar Technology

Headquartered in Santo Domingo, Dominican Republic, FreeStar
Technology is an international payment processing and technology
company operating a robust Northern European BASE24 credit card
processing platform based in Helsinki, Finland.  FreeStar
currently processes approximately 1,000,000 card payments per
month for an established client base that comprises companies such
as Finnair, Ikea and Stockman.  FreeStar is focused on exploiting
a first-to-market advantage for its Enhanced Transactional Secure
Software (ETSS), which is a software package that empowers
consumers to consummate e-commerce transactions with a high level
of security using credit, debit, ATM (with PIN) or smart cards.
The company maintains satellites offices in Dublin, Ireland;
Helsinki, Finland; Stockholm, Sweden, and Santo Domingo, Dominican
Republic.  For more information, visit FreeStar Technology's Web
sites at http://www.freestartech.com/and http://www.rahaxi.com/


FRIENDLY ICE CREAM: Sept. 26 Balance Sheet Upside-Down by $99 Mil.
------------------------------------------------------------------
Friendly Ice Cream Corporation (AMEX: FRN) reported net income for
the three months ended September 26, 2004 of $3.6 million, or
$0.46 per share, compared to $5.3 million, or $0.70 per share,
reported for the three months ended September 28, 2003.
Comparable restaurant sales decreased 1.7% for company-operated
restaurants and increased 2.7% for franchised restaurants.
Including the results of the current quarter, franchise-operated
restaurants have reported fourteen consecutive quarters of
positive comparable restaurant sales growth.

Total company revenues for the three months ended Sept. 26, 2004
were $153.1 million as compared to total revenues of
$160.4 million for the three months ended September 28, 2003.
During the quarter, restaurant revenues declined by $5.3 million
compared to the same quarter in the prior year as a result of the
re-franchising of eighteen company-operated restaurants over the
last fifteen months.

The net loss for the nine months ended September 26, 2004 was
$2.8 million, or $0.37 per share, compared to net income of
$6.9 million, or $0.91 per share, reported for the nine months
ended September 28, 2003. The 2004 results include $8.2 million in
expenses ($5.7 million after-tax or $0.77 per share) for debt
retirement and restructuring costs, partially offset by a gain on
litigation settlement.  Comparable restaurant sales decreased 0.9%
for company-operated restaurants and increased 2.7% for franchise
restaurants.

Total company revenues for the nine months ended Sept. 26, 2004,
were $431.3 million as compared to total revenues of
$444.7 million for the same period in 2003.  Year to date,
restaurant revenues declined by $13.0 million compared to the same
period in the prior year as a result of the re-franchising of
eighteen company-operated restaurants over the past fifteen
months.

"Weaker restaurant sales, higher commodity costs and increased
competition and discounting in the retail supermarket business
impacted third quarter results," stated John L. Cutter, Chief
Executive Officer and President of Friendly Ice Cream.  "During
the third quarter, we opened four new company-operated restaurants
and our franchisees opened two new franchise restaurants.  We are
pleased with the opening sales volumes of these new restaurants.
Year-to-date, franchisees have opened six new franchise
restaurants."

As of September 26, 2004, Friendly Ice Cream Corporation's balance
sheet showed a $99,515.000 stockholders' deficit, compared to a
$98,026,000 deficit at December 28, 2003.

                    Business Segment Results

In the 2004 third quarter, pre-tax income in the restaurant
segment was $8.2 million, or 6.8% of restaurant revenues, compared
to $13.7 million, or 10.7% of restaurant revenues, in the third
quarter 2003.  The decrease in pre-tax income was mainly due to a
1.7% decline in comparable company-operated restaurant sales, the
re-franchising of eighteen company restaurants over the past
fifteen months, higher commodity costs, increased marketing
spending due to timing and pre-opening expenses for four new
company-operated restaurants.

Pre-tax income in the Company's foodservice segment was
$2.5 million in the third quarter of 2004 compared to $4.8 million
in the third quarter of 2003. The decrease was mainly due to a
decrease in sales to foodservice retail supermarket customers,
increased retail promotional allowances and higher commodity
costs.  Case volume in the Company's retail supermarket business
declined by 14.5% for the third quarter of 2004 compared to the
third quarter of 2003.

Pre-tax income in the franchise segment increased in the third
quarter of 2004 to $2.4 million from $1.7 million in the third
quarter of 2003.  The improvement is mainly due to increased
royalty revenue from comparable franchised restaurant sales of
2.7% and from the opening of eleven new franchised restaurants and
the re-franchising of eighteen restaurants over the past fifteen
months.  Initial franchise fees were higher than in the same
period for the prior year due to the addition of six franchise
locations during the current year quarter.  Also, increased rental
income from leased and sub-leased franchise locations contributed
to the revenue growth in the current year quarter.

Corporate expenses of $10.1 million in the third quarter of 2004
decreased by $2.4 million, or 19%, as compared to the third
quarter of 2003 primarily due to lower expenses for interest,
corporate bonus and salaries and wages.  These decreases were
partially offset by higher costs for group insurance, computer
equipment rentals and increased legal, accounting and other
professional and recruitment fees.

                     Debt Retirement Costs

In the 2004 first quarter, the Company completed the private
offering of $175 million aggregate principal amount of 8.375%
Senior Notes due 2012.  The net proceeds from the offering,
together with available cash and borrowings under the Company's
revolving credit facility, were used to purchase or redeem the
Company's 10.5% Senior Notes due December 1, 2007.  In March 2004,
$127.8 million of aggregate principal amount of 10.5% Senior Notes
were purchased in a cash tender offer and in April 2004, the
remaining $48.2 million of 10.5% Senior Notes were redeemed at
103.5% of the principal amount in accordance with the Senior Notes
indenture.  For the nine months ended September 26, 2004, debt
retirement costs of $9.2 million were recorded, consisting of
$6.8 million in premium costs and $2.4 million for the write-off
of unamortized financing fees in connection with the cash tender
offer.

Friendly Ice Cream Corporation is a vertically integrated
restaurant company serving signature sandwiches, entrees and ice
cream desserts in a friendly, family environment in over 530
company and franchised restaurants throughout the Northeast.  The
company also manufactures ice cream, which is distributed through
more than 4,500 supermarkets and other retail locations.  With a
69-year operating history, Friendly's enjoys strong brand
recognition and is currently remodeling its restaurants and
introducing new products to grow its customer base.  Additional
information on Friendly Ice Cream Corporation can be found on the
Company's website http://www.friendlys.com/


GADZOOKS: Gryphon Provides $5 Mil. of Very Expensive DIP Financing
------------------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas allowed Gadzooks, Inc., to borrow
$5 million from Gryphon Partners LP to finance urgently needed
inventory purchases for the Holiday Selling Season on an interim
basis.  A final DIP Financing Hearing is scheduled for Nov. 15 in
Dallas.

Gryphon Partners is a Gadzooks shareholder.  Gryphon advanced the
money when Wells Fargo Retail Finance, Gadzook's current DIP
Lender, refused.  The loan accrues interest at 17%, requires
payment of an up-front $150,000 fee, matures on May 30, 2005, and
is secured by superpriority post-petition liens subordinated to
Well Fargo's existing liens.  Additionally, the loan documents
require that Gadzooks file a plan immediately that reflects the
terms of the agreement with its shareholders described in the
Troubled Company Reporter on Oct. 19, 2004.

The Company disclosed yesterday that it reached an agreement in
principle on the key terms of a plan of reorganization with its
Official Committee of Unsecured Creditors, Official Committee of
Equity Holders, and its Tranche B lender.  The Company expects to
file a plan of reorganization no later than November 6, 2004, and
received from the Bankruptcy Court an extension of its exclusive
period to file the plan through that date.  Last week, Gadzooks
announced that it had entered into an agreement with six
investment companies to provide $25.0 million in cash to the
Company pursuant to a back-stopped rights offering of common
stock.  The backstop rights offering is expected to commence
shortly after the confirmation of the Company plan of
reorganization, which is currently anticipated to occur in
early 2005.

Jerry Szczepanski, Chairman and Chief Executive Officer of
Gadzooks said, "We are happy to communicate the completion of
these important steps on the road to our emergence from Chapter
11.  We appreciate the partnership and support shown by our senior
lender Wells Fargo Retail Finance, our Tranche B lender, Gryphon
Master Fund, our Unsecured Creditors and Equity Holder Committees
and the investment companies providing the funding guaranty to the
rights offering.  Each of these parties has worked very hard to
help us get to where we are today, and we look forward to moving
ahead with the filing of a plan next week."  Mr. Szczepanski
continued, "With this new Tranche B funding and the Rights
Offering, we expect our factors and key supporters to re-establish
the financial partnerships we have had in the past."

Headquartered in Carrollton, Texas, Gadzooks, Inc. --
http://www.gadzooks.com/-- is a mall-based specialty retailer
selling casual clothing, accessories and shoes for 16-22 year old
females.  The Company now operates 243 stores in 40 states.  The
Company filed for chapter 11 protection on February 3, 2004
(Bankr. N.D. Tex. Case No. 04-31486).  Charles R. Gibbs, Esq., and
Keith Miles Aurzada, Esq., at Akin Gump Strauss Hauer & Feld, LLP,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$84,570,641 in total assets and $42,519,551 in total debts.


GRABERT FARMS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Grabert Farms
        5110 Indian Mound Road
        Mount Vernon, Indiana 47620

Bankruptcy Case No.: 04-72258

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Michael Allen Grabert                      04-72259
      Steven W. Grabert                          04-72260

Type of Business:  The Debtors operate a farm.

Chapter 11 Petition Date: October 28, 2004

Court: Southern District of Indiana (Evansville)

Judge: Basil H. Lorch

Debtor's Counsels: Andrew Dennis Thomas, Esq.
                   2906 First Avenue
                   Evansville, Indiana 47710
                   Tel: (812) 422-2222
                   Fax: 812-425-4828

Estimated Assets: $$0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Consolidated List of Debtors' 19 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Integra Bank, N.A.            95 acres, buildings     $2,926,300
Attn: Frederick Castle        and grain bins
21 Southeast Third Street     $365,000; 118 acres
Evansville, Indiana 47708     $354,000; 97 acres
                              $340,000; 50 acres
                              $177,500; 45.5 acres
                              $235,000.
                              Value of Security:
                              $1,471,500

First National Bank of Carmi  325 acres               $1,302,196
Attn: Fritschle & Ackerman
PO Box 70
Maunie, Illinois 62861

CP Burnett & Sons, Bankers                              $500,000
P.O. Box 450
Eldorado, Illinois 62930

Commodity Credit              2002-2003 crop            $175,984
                              proceeds

First National Bank of Carmi  2004 Operating            $160,000
                              Line

Case Credit Corporation       2002 Cash IH 2388         $116,396
                              Combine

Case Credit Corporation       2002 MX 270 tractor        $99,591

Integra Bank, N.A.            1/3 of operating           $80,000
                              loan for 2004

AGCO Finance LLC              Sprayer, Nitrogen          $61,000
                              Applicator, Auger

Posey County Treasurer        Property taxes             $23,000

MBNA                          Credit card                $21,451

Indiana Port Commission       Cash rent for 2004         $20,800
                              crops

John Deere Credit             Air Seeder Drill           $17,400

Anchor Acceptance             Grain trailer              $16,029

E. Alan Blackburn             Cash rent for 2004          $7,108
                              crops

Heritage Petroleum LLC        Fuel                        $6,584

Farm Plan                     Parts for machinery         $4,463

Case Credit Corporation       Parts for machinery         $2,684

Clem Dassell Company, Inc.    Accounting fees            Unknown
                              for receivership


HILTON HOTELS: Fitch Upgrades Senior Unsecured Ratings to BBB-
--------------------------------------------------------------
Fitch Ratings has upgraded the senior unsecured ratings of Hilton
Hotels Corp. to 'BBB-' from 'BB+'.  The Rating Outlook is Stable.
Approximately $3.6 billion of debt securities are affected by
Fitch's action.

The rating upgrade reflects Hilton Hotel's improved and
strengthening credit protection measures via ongoing debt
reduction and higher profitability, as well as favorable industry
demand and supply outlook, which Fitch expects, will lead to
continued stronger EBITDA and free cash flow in 2005.

Hilton Hotel has managed its balance sheet conservatively,
utilizing the majority of free cash flow and asset sale proceeds
for debt reduction.  At the end of the third quarter ending Sept.
30, 2004, LTM leverage (measured by total adjusted debt/EBITDAR)
was 3.9 times versus 5.1x at fiscal year-end 2003.

Fitch expects the company will continue to reduce debt and improve
profitability to achieve target leverage of below 3.75x by year-
end 2004.  After achieving that target, Fitch believes the company
will adopt a more balanced approach to deploying capital,
potentially returning capital to shareholders in the form of share
repurchases and/or dividends.

Fitch's expectation of steadily improving demand and profitability
reflects strong third quarter results and solid forward booking
trends.  Like many of its peers, Hilton noted the improved
business mix during the quarter, with a higher proportion of
higher rated business transient and corporate demand.

Group room nights are up 7% with higher rates in fourth-quarter
2004, and group business will be up in the mid-single digits with
continued higher rates.  The recovery is also starting to expand
geographically, with most cities (aside from Chicago) posting
strong occupancy and rate trends.

Softness in Chicago reflects cyclical softness in the convention
business, which is expected to continue through first-quarter
2005.  Strong rate growth driven by the improving business/leisure
mix contributed to improved profitability in the third quarter,
with a 6.7% increase in comparable owned hotel revenues and 4%
increase in expenses resulting in margin expansion of 130 bps
versus prior year levels.  EBITDA increased 18% to $257 million.

Looking ahead, as rate drives a higher proportion of revPAR
growth, Fitch expects Hilton Hotel and its industry peers to
continue to expand profitability.  Fitch now expects full year
revPAR of 5%-7% in 2005 (up 6.3% YTD), with the majority of the
increase due to rate growth.  This translates to $1 billion in
EBITDA and $350 million in free cash flow after $430 million in
capital spending, including $140 million in maintenance.

Ratings reflect the company's strong asset base, premier brand
names and product diversity (by price point and geography), and
depth in terms of distribution, marketing, reservation systems,
and customer loyalty programs.  These elements have enabled Hilton
to command revPAR premiums relative to its competitive sets and
attract significant development capital to its brands despite low
capital outlays.

Hilton's ongoing transition to a higher mix of managed and
franchised fee business versus ownership should help temper
earnings volatility associated with ownership and also provide a
stable source of growth.  Likewise, timeshare growth should
continue given new inventory in Hawaii and Las Vegas and a new
development in Orlando.

Concerns continue to center on rising interest rates and the
potential impact on cash flow and property resale values, rising
employee benefit and energy costs (which could offset expected
margin expansion), and competition for franchise and management
contracts as Hilton and key competitors expand their exposure to
this area.

Liquidity is strong with $830 million of available capacity under
the $1 billion five-year credit facility.  The credit facility was
completely repaid during the second quarter, and capacity is
reduced only by letter of credit exposure.  Hilton's cash position
continues to build, with $365 million in cash on hand, an increase
of $70 million during the third quarter.

Approximately 87% of debt is fixed, and less than $500 million in
debt comes due within one to three years.  Off-balance sheet
obligations are not significant, with Hilton guarantees of third-
party debt totaling $125 million and letters of credit of
$88 million.


HORIZON ASSET: Fitch Assigns Low-B Ratings to B-4 & B-5 Certs.
--------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc.'s mortgage pass-
through certificates, series 2004-AR6:

     -- $223,760,100 classes I-A-1, I-A-2, II-A-1, II-A-2, II-A-
        R, III-A-1, III-A-2 and IV-A-1 'AAA';

     -- $4,183,000 class B-1 'AA';

     -- $1,858,000 class B-2 'A';

     -- $814,000 class B-3 'BBB';

     -- $581,000 class B-4 'BB';

     -- $580,000 class B-5 'B'.

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

The 'AAA' rating on the senior certificates reflects the 3.70%
subordination provided by:

          * the 1.80% class B-1,
          * the 0.80% class B-2,
          * the 0.35% class B-3, and
          * the 0.25% privately offered class B-4,
          * the 0.25% privately offered class B-5 and
          * the 0.25% 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.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation rated 'RPS2'
by Fitch.

The certificates represent ownership interests in a trust fund
that consists of four cross-collateralized pools of mortgages. The
senior certificates whose class designation begins with I, II,
III, and IV correspond to Pools I, II, III, and IV, respectively.

Each of the senior certificates generally receives distributions
based on principal and interest collected from mortgage loans in
its corresponding mortgage pool.  If on any distribution date a
pool is undercollateralized and borrower payments from the
underlying loans are insufficient to pay senior certificate
principal and interest, borrower payments from the other pools
that would have been distributed to the subordinate certificates
will instead be distributed as principal and interest to the
undercollateralized group's senior certificates.

The subordinate certificates will only receive principal and /or
interest distributions after all the senior certificates receive
all their required principal and interest distributions.

Pool I consists of 3/1 hybrid adjustable-rate mortgage loans --
ARMs.  The loans have an initial fixed interest rate period of
three years.  Thereafter, the interest rate will adjust annually
based on the weekly average yield on U.S. Treasury Securities
(one-year CMT) plus a gross margin.

Approximately 73.53% of the mortgage loans in Pool I have interest
only payments scheduled during the three year fixed rate period,
with principal and interest payments commencing after the first
rate adjustment date.

The aggregate principal balance of this pool is $41,022,165 and
consists of conventional, fully amortizing, adjustable-rate
mortgage loans secured by first liens on single-family residential
properties, substantially all of which have original terms to
maturity of 30 years.

The average principal balance of the loans in this pool is
approximately $519,268. The mortgage pool has a weighted average
original loan-to-value ratio -- OLTV -- of 72.85%.  Rate/Term and
cash-out refinance loans account for 23.31% and 14.25% of the
pool, respectively.  Second homes represent 4.53% of the pool;
there are no investor occupancies.

The states with the largest concentrations are:

          * California (34.72%),
          * Virginia (11.32%),
          * Massachusetts (8.09%), and
          * Arizona (5.40%).

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

Pool II consists of 5/1 hybrid ARMs.  The loans have an initial
fixed interest rate period of five years.  Thereafter, the
interest rate will adjust annually based on the weekly average
yield on U.S. Treasury Securities (one-year CMT) plus a gross
margin.

Approximately 62.91% of the mortgage loans in Pool II have
interest only payments scheduled during the five year fixed rate
period, with principal and interest payments commencing after the
first rate adjustment date.  The aggregate principal balance of
this pool is $127,052,871 and consists of conventional, fully
amortizing, adjustable-rate mortgage loans secured by first liens
on single-family residential properties, substantially all of
which have original terms to maturity of 30 years.

The average principal balance of the loans in this pool is
approximately $520,708.  The mortgage pool has a weighted average
OLTV of 74.53%. Rate/Term and cash-out refinance loans account for
16.60% and 8.57% of the pool, respectively.  Second homes
represent 3.02% of the pool; there are no investor occupancies.

The states with the largest concentration are:

          * California (35.60%),
          * Virginia (16.91%),
          * Washington (5.85%), and
          * Maryland (5.20%).

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

Pool III consists of 7/1 hybrid ARMs.  The loans have an initial
fixed interest rate period of seven years.  Thereafter, the
interest rate will adjust annually based on the weekly average
yield on U.S. Treasury Securities (one-year CMT) plus a gross
margin.

Approximately 62.27% of the mortgage loans in Pool III have
interest only payments scheduled during the seven year fixed rate
period, with principal and interest payments commencing after the
first rate adjustment date.  The aggregate principal balance of
this pool is $25,011,486 and consists of conventional, fully
amortizing, adjustable-rate mortgage loans secured by first liens
on single-family residential properties, substantially all of
which have original terms to maturity of 30 years.

The average principal balance of the loans in this pool is
approximately $510,439.  The mortgage pool has a weighted average
OLTV of 73.01%. Rate/Term and cash-out refinance loans account for
10.49% and 3.81% of the pool, respectively.  Second homes and
investor occupancies represent 5.58% and 1.52% of the pool,
respectively.

The states with the largest concentrations are:

          * California (37.97%),
          * Virginia (17.87%),
          * Washington (12.43%), and
          * Maryland (12.32%).

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

Pool IV consists of 10/1 hybrid ARMs.  The loans have an initial
fixed interest rate period of ten years.  Thereafter, the interest
rate will adjust annually based on the weekly average yield on
U.S. Treasury Securities (one-year CMT) plus a gross margin.

Approximately 68.92% of the mortgage loans in Pool IV have
interest only payments scheduled during the ten year fixed rate
period, with principal and interest payments commencing after the
first rate adjustment date.  The aggregate principal balance of
this pool is $39,271,454 and consists of conventional, fully
amortizing, adjustable-rate mortgage loans secured by first liens
on single-family residential properties, substantially all of
which have original terms to maturity of 30 years.

The average principal balance of the loans in this pool is
approximately $604,176. The mortgage pool has a weighted average
OLTV of 68.50%. Rate/Term and cash-out refinance loans account for
13.86% and 14.70% of the pool, respectively.  Second homes
represent 2.54% of the pool; there are no investor occupancies.

The states with the largest concentrations are:

          * California (52.14%),
          * Virginia (13.82%),
          * Texas (7.05%), and
          * Maryland (5.76%).

All other states represent less than 5% of the pool 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,
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/

All the mortgage loans were originated or acquired in accordance
with First Horizon Home Loan Corporation's underwriting
guidelines.  The trust, First Horizon Mortgage Pass-Through Trust
2004-AR6, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as two real estate mortgage investment
conduits -- REMICs.  The Bank of New York will act as trustee.


HUFFY CORP: Hires Dinsmore & Shohl as Bankruptcy Counsel
--------------------------------------------------------
Huffy Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio for permission
to employ Dinsmore & Shohl LLP, as their bankruptcy counsel.

Dinsmore & Shohl is expected to:

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

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

    c) take all necessary actions to protect and preserve the
       Debtors' estates, including:

          (i) the prosecution of actions on the Debtors' behalf,

         (ii) the defense of any action commenced against the
              Debtors,

        (iii) negotiations concerning all litigation in which the
              Debtors are involved, and

         (iv) objections to claims filed against the Debtors'
              estates;

     d) prepare on behalf of the Debtor certain motions,
        applications, answers, orders, reports, and papers
        necessary to the administration of the estates;

     e) negotiate and prepare on the Debtor's behalf a plan of
        reorganization, disclosure statement, and all related
        agreements and documents, and necessary action on behalf
        of the Debtors to obtain confirmation of the plan;

     f) represent the Debtors in connection with obtaining post
        petition financing and exit financing;

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

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

     i) consult with the Debtors regarding tax matters; and

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

Kim Martin Lewis, Esq., and Donald W. Mallory, Esq., are the lead
attorneys for the Debtors' restructuring.  Ms. Lewis discloses
that Dinsmore & Shohl received a $400,000 retainer.  For their
professional services, Ms. Lewis will bill the Debtors $380 per
hour, while Mr. Mallory will charge at $190 per hour.

Ms. Lewis reports the Firm's lead professionals bill:

    Professional             Hourly Rate
    ------------             -----------
    Chuck Hertlein              $335
    John Schmidt                 270
    John B. Persiani             225
    Kim Plant                    185
    Amanda Lenhart               170
    Stewart H. Cupps             170
    Lisa Buerkle                 145
    Brandy McQuery               120

Ms. Lewis reports Dinsmore & Shohl's other professionals bill:

    Designation           Hourly Rate
    -----------           -----------
    Partners              $ 210 - 390
    Counsel                 205 - 355
    Associates              125 - 255
    Paralegals               95 - 145

To the best of the Debtors' knowledge, Dinsmore & Shohl is
"disinterested" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on
October 20, 2004 (Bankr. S.D. Ohio Case No.  04-39148).  Donald W.
Mallory, Esq., and Kim Martin Lewis, Esq., at Dinsmore & Shohl
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
total assets of $138,700,000 and total debts of $161,200,000.


INTERSTATE BAKERIES: Committee Retains Lowenstein as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Interstate Bakeries Corporation and its
debtor-affiliates seeks the authority of the U.S. Bankruptcy Court
for the Western District of Missouri to retain Lowenstein Sandler,
PC, as its counsel, effective as of September 29, 2004, to perform
services relating to the Debtors' bankruptcy cases.

In light of the size and nature of the Debtors' bankruptcy cases,
Laura L. Moran, Co-Chairperson of the Committee, tells the Court
that it is necessary to retain Lowenstein to provide legal advice
regarding a myriad of issues and to enable the Committee to
properly execute its duties.  The Committee selected Lowenstein
because of the firm's extensive experience and knowledge in the
representation of creditors committees, debtors, individual
creditors and other parties-in-interest in many Chapter 11 cases
of national significance.  The Committee believes that
Lowenstein, a full-service law firm with about 220 attorneys and
with offices in New York and New Jersey, is well qualified to
represent the Committee in the Debtors' bankruptcy cases.

Lowenstein will:

    (a) advise the Committee with respect to its duties and
        powers;

    (b) assist the Committee in consultations with the Debtors
        with respect to the administration of the Debtors'
        bankruptcy cases;

    (c) assist the Committee in investigating the acts, conduct,
        assets, liabilities, and financial condition of the
        Debtors, the operation of the Debtors' businesses,
        potential claims, and any other matters relevant to the
        case or to the sale of assets or confirmation of a plan of
        reorganization or liquidation;

    (d) assist the Committee in the analysis, negotiation and
        formulation of a Plan;

    (e) assist the Committee in requesting the appointment of a
        trustee or examiner should it be deemed necessary;

    (f) prepare necessary motions, applications, objections and
        other pleadings as may be appropriate and authorized by
        the Committee and appear in Court to prosecute these
        pleadings; and

    (g) perform other legal services as may be in the interests
        of those represented by the Committee.

Lowenstein will be compensated for its services on an hourly
basis in accordance with the ordinary and customary rates and it
will also be reimbursed for actual and necessary out-of-pocket
expenses incurred.

Lowenstein has agreed to reduce its customary hourly billing
rates by 15% for attorneys providing services to the Committee.
The firm's hourly rates are based on the experience and expertise
of the attorney or legal assistant involved and are subject to
periodic adjustments to reflect economic and other conditions.
In addition, the hourly rates are subject to annual adjustment in
the normal course of the firm's practice.

Lowenstein's hourly rates, as adjusted, are:

           Members of the Firm                $245 - 455
           Senior Counsel                      215 - 335
           Counsel                             205 - 275
           Associates                          130 - 220
           Legal Assistants                     75 - 140

Kenneth A. Rosen, Esq., a director at Lowenstein, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code, in that Lowenstein, its
members, counsel, and associates:

    * are not creditors, equity security holders, or insiders of
      the Debtors;

    * are not and were not investment bankers for any outstanding
      security of the Debtors;

    * have not been, within three years before the Petition Date:

      -- investment bankers for a security of the Debtors; or

      -- an attorney for an investment banker in connection with
         the offer, sale, or issuance of a security of the
         Debtors;

    * are not and were not, within two years before the Petition
      Date, directors, officers, or employees of the Debtors or an
      investment banker; and

    * do not have an interest materially adverse to the interest
      of the estates or of any class of creditors or equity
      security holders, by reason of any direct or indirect
      relationship to, connection with, or interest in, the
      Debtors or an investment banker.

Mr. Rosen attests that Lowenstein has no connection with the
Debtors, the Debtors' largest unsecured creditors, and the United
States Trustee.  Lowenstein does not represent any other entity
having an adverse interest in connection with the Debtors'
bankruptcy cases.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.  The Company and seven of
its debtor-affiliates filed for chapter 11 protection on September
22, 2004 (Bankr. W.D. Mo. Case No. 04-45814).  J. Eric Ivester,
Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $1,626,425,000 in total assets and $1,321,713,000
(excluding the $100,000,000 issue of 6.0% senior subordinated
convertible notes due August 15, 2014 on August 12, 2004) in total
debts.  (Interstate Bakeries Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


JETBLUE AIRWAYS: S&P Revises Outlook on BB- Rating to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on JetBlue
Airways Corporation to negative from stable.  At the same time,
all ratings, including the 'BB-' corporate credit rating, were
affirmed.

"The outlook revision is based on the current difficult airline
environment, which has resulted in weaker-than-expected earnings
for JetBlue," said Standard & Poor's credit analyst Betsy Snyder.

"Although the company reported a profit of $8 million in the third
quarter of 2004, this was a 71% decline from the $29 million
reported in the third quarter of 2003, and JetBlue indicated that,
if fuel prices remain at current high levels, it could report a
loss for the fourth quarter of 2004."

JetBlue has been affected by excess industry capacity, which has
led to pressure on fares, and high fuel costs, conditions that are
not expected to abate over the near term.  As a result, although
JetBlue is one of the few U.S. airlines that have consistently
been profitable since 2000, its 2004 earnings have been
substantially below expectations.

The ratings on JetBlue reflect its relatively small, but growing,
size within the cyclical, price competitive, and capital-intensive
airline industry.  The company's low operating costs and strong
passenger demand for its low fares and product offering have
resulted in consistent profitability despite the adverse airline
environment.

JetBlue, the best capitalized start-up in airline history, began
operations in February 2000.  Management has many years of
experience with low fare airlines, and has utilized many of the
best practices of those successful airlines in developing and
implementing JetBlue's operating strategy.

The company currently serves 29 destinations in 12 states, Puerto
Rico and the Dominican Republic, with Nassau, the Bahamas service
to begin November 1, 2004, out of hubs located at New York's JFK
airport and Long Beach airport in Southern California.


JILLIAN'S ENTERTAINMENT: Confirmation Hearing Might Be Delayed
--------------------------------------------------------------
Jillian's Entertainment Holdings, Inc., asks the U.S. Bankruptcy
Court for the Western District of Kentucky, Louisville Division,
to extend by 60 days the company's periods under sections 1121(b)
and 1121(c)(3) of the Bankruptcy Code during which the Debtors
have the exclusive right to file a chapter 11 plan and
to solicit acceptances of that chapter 11 plan.  The 60-day
extension will ensure that the Debtors are the only parties-in-
interest having the right to file a chapter 11 plan through
January 18, 2004.

Jillian's reminds Judge Stosberg that it's already filed a Joint
Liquidating Plan.  That plan was summarized in the Oct. 4, 2004,
edition of the Troubled Company Reporter.  A hearing to consider
confirmation of the Plan is currently set for November 15, 2004.
The Plan is premised on the distribution of proceeds generated
from the sale of the Debtors' assets.  That sale is expected to
close no later than November 20.

The Debtors stress that they're asking for this extension "out of
an abundance of caution."  Because of the unresolved contingency
presented by the fact that the sale of the Debtors' assets has not
yet closed, it may be best to delay the confirmation hearing for a
couple of days.  Maintaining flexibility at this time, Jillian's
says, will allow everyone to be in an optimal position to analyze
issues that may arise with respect to the Plan and the sale.

Additionally, Jillian's relates, the Debtors are currently
involved in negotiations with their senior lenders and the
Official Committee of Unsecured Creditors to resolve those
parties' potential objections to the Plan.  These discussions are
progressing and the Debtors are hopeful that all potential
objections to confirmation can be resolved.  The Debtors reiterate
they are requesting this extension in order to maintain
flexibility in such negotiations in the event circumstances change
or additional time for negotiations becomes necessary.

Headquartered in Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than
40 restaurant and entertainment complexes in about 20 US states.
The Company filed for chapter 11 protection on May 23, 2004
(Bankr. W.D. Ky. Case No. 04-33192).  Edward M. King, Esq., at
Frost Brown Todd LLC and James H.M. Sprayregen, P.C. at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.
When the Company filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of over $50 million.


JILLIAN'S ENTERTAINMENT: Has Until Jan. 18 to Decide on Leases
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Western District of
Kentucky, Louisville Division, Jillian's Entertainment Holdings,
Inc., and its debtor-affiliates obtained an extension of their
lease decision period.  The Court gives the Debtors until
January 18, 2005, to determine whether to assume, assume and
assign, or reject their unexpired nonresidential real property
leases and executory contracts.

Headquartered in Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than
40 restaurant and entertainment complexes in about 20 US states.
The Company filed for chapter 11 protection on May 23, 2004
(Bankr. W.D. Ky. Case No. 04-33192).  Edward M. King, Esq., at
Frost Brown Todd LLC and James H.M. Sprayregen, P.C. at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.
When the Company filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of over $50 million.


KAISER ALUMINUM: Two Subsidiaries File Joint Plan of Liquidation
----------------------------------------------------------------
Kaiser Aluminum reported that two of its subsidiaries, Alpart
Jamaica Inc. and Kaiser Jamaica Corporation, filed a joint plan of
liquidation and related disclosure statement in the U.S.
Bankruptcy Court for the District of Delaware.  The joint plan as
filed has been approved by the Alpart Jamaica and Kaiser Jamaica
boards of directors and by the Unsecured Creditors' Committee.

Alpart Jamaica and Kaiser Jamaica are the subsidiaries through
which Kaiser Aluminum & Chemical Corporation owned its interests
in Alumina Partners of Jamaica, a Delaware partnership that
operates a bauxite mining operation and alumina refinery located
in Jamaica.  As previously announced, Alpart Jamaica and Kaiser
Jamaica sold their interests in Alpart on July 1, 2004.

Under the proposed plan of liquidation filed by Alpart Jamaica and
Kaiser Jamaica, the assets of those entities, consisting primarily
of the net proceeds received by them in connection with the sale
of their interests in Alpart, will be transferred to a liquidation
trust, whereupon Alpart Jamaica and Kaiser Jamaica will be
dissolved.  The liquidating trustee would then make distributions
of cash to the creditors of Alpart Jamaica and Kaiser Jamaica in
accordance with the plan.  As indicated in the disclosure
statement, it is currently anticipated that Alpart Jamaica and
Kaiser Jamaica will have approximately $278.4 million of cash
available for distribution to creditors when the plan becomes
effective.  Of the cash available for distribution, $20 million is
expected to be retained, subject to certain terms and conditions,
in a cash collateral account securing Kaiser's debtor in
possession financing until such financing is terminated.

The plan and disclosure statement filed by Alpart Jamaica and
Kaiser Jamaica outline the specific treatment and expected
recoveries of Alpart Jamaica and Kaiser Jamaica creditors.  The
disclosure statement indicates that, assuming the holders of the
12-3/4% Senior Subordinated Notes accept the plan and after
payment of priority claims and trust expenses (initial reserves
for which are expected to be established in the range of $15 to
$20 million), Alpart Jamaica and Kaiser Jamaica anticipate
ultimately distributing cash as follows (in millions):

   -- 9-7/8% and 10-7/8% Senior Notes:      $162.7 to $171.1
   -- Pension Benefit Guaranty Corporation:   82.7 to   84.3
   -- 12-3/4% Senior Subordinated Notes:       8.0


The $8.0 million payment to be made for the benefit of holders of
Kaiser Aluminum's 12-3/4% Senior Subordinated Notes will be made
if, and only if, such holders approve the plan.  In addition, the
plan provides that the Bankruptcy Court will determine the amount,
if any, to be paid in respect of the Parish of St. James, State of
Louisiana, Solid Waste Disposal Revenue Bonds.  Any amounts paid
in respect of the 12-3/4% Senior Subordinated Notes and the
Revenue Bonds will be paid from amounts that otherwise would be
distributed to holders of the 9-7/8% Senior Notes and the
10-7/8% Senior Notes.

The disclosure statement also indicates that it is currently
anticipated that the plan of liquidation for Kaiser Alumina
Australia Corporation, which owns Kaiser Aluminum's interests in
Queensland Alumina Limited, will provide for an additional
$8.0 million payment to the holders of Kaiser Aluminum's 12-3/4%
Senior Subordinated Notes if, and only if, such holders of the
Senior Subordinated Notes vote to accept that plan.

As described in the disclosure statement, the plan and disclosure
statement will be subject to approval by the Bankruptcy Court, and
the plan will be subject to a vote by certain creditors.  The
company anticipates that certain creditors are likely to challenge
the proposed plan.  The effectiveness of the plan is expressly
conditioned on Bankruptcy Court approval of the Intercompany
Settlement Agreement.

Copies of the plan and disclosure statement will be posted in the
"Restructuring" section of Kaiser Aluminum's Web site at
http://www.kaiseral.com/

The plan filed relates exclusively to Alpart Jamaica and Kaiser
Jamaica and will have no impact on the normal, ongoing operation
of Kaiser Aluminum's fabricated aluminum products business or
other operations.

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 ALUMINUM: Asks Court to Approve PBGC Settlement Agreement
----------------------------------------------------------------
One of the significant legacy liability issues that Kaiser
Aluminum Corporation and its debtor-affiliates have been required
to address in their Chapter 11 proceedings is their pension
funding obligations.  As of the Petition Date, Kaiser Aluminum &
Chemical Corporation and Kaiser Center, Inc., sponsored eight
defined benefit pension plans.

Seven pension plans covered hourly and union employees:

    * Kaiser Aluminum Pension Plan
    * Kaiser Aluminum Inactive Pension Plan
    * Kaiser Aluminum Los Angeles Extrusion Pension Plan
    * Kaiser Center Garage Pension Plan
    * Kaiser Aluminum Tulsa Pension Plan
    * Kaiser Aluminum Bellwood Pension Plan
    * Kaiser Aluminum Sherman Pension Plan

The eighth plan, the Kaiser Aluminum Salaried Employees
Retirement Plan, provided benefits for salaried retirees.  The
Pension Benefit Guaranty Corporation terminated the Salaried Plan
on December 17, 2003.

According to Jason M. Madron, Esq., at Richards, Layton & Finger,
in Wilmington, Delaware, the Hourly Plans are or were maintained
pursuant to collective bargaining agreements with various unions:

Pension Plan         Union
------------         -----
KAP Plan             United Steelworkers of America, AFL-CIO-CLC

Tulsa Plan           USWA

Bellwood Plan        USWA and International Association of
                     Machinists and Aerospace Workers

Sherman Plan         IAM

Inactive Plan        Various Unions

Los Angeles Plan     International Brotherhood of Teamsters,
                     Chauffeurs, Warehousemen and Helpers of
                     America

Garage Plan          Teamsters Automotive Employees Union,
                     Local 78

With respect to the Inactive Plan, Mr. Madron notes that no
collective bargaining agreements remain in effect.

On January 29, 2003, the PBGC filed 24 proofs of claim against the
Debtors on behalf of the eight pension plans, including:

    (a) claims for estimated unfunded benefit liabilities,
        totaling $620,000,000, including unliquidated claims for
        unfunded pension liabilities with respect to certain of
        the Hourly Plans;

    (b) unliquidated claims for missed statutory insurance
        premiums; and

    (c) a $17,100,000 claim for minimum funding contributions
        related to the Salaried Plan and unliquidated claims for
        minimum funding contributions related to the Hourly Plans.

Mr. Madron relates that all 24 proofs of claim were asserted
against each Debtor and alleged administrative expense or tax
priority status for each component of the claims.

Law Debenture Trust Company of New York disputes the 24 PBGC
Claims.  Law Debenture serves as indenture trustee for the 12-3/4%
Senior Subordinated Notes issued by KACC in 1993.  Law Debenture
asked the Court to:

    (a) reduce and allow the PBGC Claims for unfunded benefit
        liabilities in an amount significantly lower than the
        $620,000,000 liquidated amount asserted by the PBGC;

    (b) disallow the insurance premium and minimum funding
        contribution claims; and

    (c) determine that, if allowed, the unfunded benefit
        liabilities and minimum funding contribution claims are
        not entitled to priority.

In addition to their substantial pension obligations, the Debtors
have been addressing their significant retiree medical benefit
obligations.  On the Petition Date, KACC and Kaiser Bellwood
Corporation were obligated to provide various medical, surgical,
hospital, disability, death, and other benefits to retired
salaried employees and their eligible dependents, and certain
hourly employees represented by several unions, including their
eligible dependents.  The Retiree Benefits, like the Hourly Plans,
are provided pursuant to collective bargaining agreements with the
USWA, the IAM and other unions.  Notably, Retiree
Benefits payable to retirees represented by the USWA account for
80% of the total Retiree Benefit claims.

Mr. Madron relates that the Debtors met numerous times with the
Official Committee of Salaried Retirees, the USWA and the IAM to
attempt to reach negotiated agreements restructuring the Debtors'
pension and Retiree Benefits obligations to levels that would
allow them to formulate a viable plan or plans of reorganization.

Although progress was being made in negotiations to bring closure
to the issues, the Debtors asked the Court to authorize
modifications of the Retiree Benefits obligations, determine that
the financial requirements for a distress termination of each of
the Hourly Plans were satisfied, and authorize a rejection of
certain USWA and IAM Collective Bargaining Agreements as necessary
to terminate the Hourly Plans.

As a result, the parties agreed to terminate the applicable
Retiree Benefit Plans and, in their place, provide to employees
and retirees the option to obtain medical coverage through COBRA
or through one or more Voluntary Employee Beneficiary
Associations that would provide Retiree Benefits to the Union
Retirees.  The agreements with the USWA and the IAM also provided
for the termination, and assumption by the PBGC, of the Hourly
Plans covering retirees represented by the unions.  Moreover, a
replacement defined contribution plan was established, which was
supplemented by participation in the USWA's and the IAM's multi-
employer pension trusts.  Notwithstanding the agreements, the
parties understood that termination of the Hourly Plans required
approval of and action by the PBGC, and that the Replacement
Plans were subject to the PBGC Policies.

The PBGC asserted that the Court should make separate
determinations for each Pension Plans as to whether the Debtors
met the criteria for a distress termination of the Hourly Plans.
The PBGC also indicated that it would review the proposed
Replacement Plans.  In February 2004, the Court approved the
distress termination of each Hourly Plan other than the Garage
Plan.

In March 2004, the PBGC appealed those portions of the Distress
Termination Order relating to the Los Angeles Plan, the Tulsa
Plan, the Bellwood Plan, and the Sherman Plan.  The PBGC did not
appeal the Court's approval of the termination of the KAP Plan or
the Inactive Plan, and accordingly terminated the Inactive Plan in
June 2004.  The PBGC Appeal remains pending in the U.S. District
Court for the District of Delaware.

According to Mr. Madron, the PBGC informed the Debtors that it
believed that the Replacement Defined Contribution Plan and the
Debtors' proposed participation in the USWA multi-employer pension
trust did not comply with the PBGC Policies.  Thereafter, from
July through September 2004, the Debtors met on numerous occasions
with the PBGC and ultimately were able to reach a global
settlement that addresses, among other things, the plan
termination and Replacement Plan issues, and the amount and nature
of the PBGC Claims.

Additionally, the proposed resolution of the PBGC's concerns
regarding the Defined Contribution Replacement Plan for USWA
active employees and participation in the USWA multi-employer
pension trust required the negotiation of revisions to the Legacy
Liability Agreement with the USWA.  The negotiations have, in
fact, occurred, and the Debtors and the USWA have executed an
amended and restated agreement incorporating those revisions in
the Legacy Liability Agreement.  The USWA ratified that agreement
on September 29, 2004.

               Terms of the PBGC Settlement Agreement

The Settlement Agreement between the Debtors and the PBGC provides
that:

    (a) Subject to the occurrence of certain events, the PBGC will
        assume the KAP Plan as of April 30, 2004;

    (b) The Debtors will continue sponsorship of the Los Angeles
        Plan, the Garage Plan, the Tulsa Plan, the Bellwood Plan,
        and the Sherman Plan;

    (c) The Debtors will satisfy the minimum funding standard
        under Section 412 of the Internal Revenue Code for all
        five retained Pension Plans, which is $4,400,000.  The
        Debtors will also insure that the minimum funding standard
        is satisfied during the remainder of the Chapter 11
        proceedings;

    (d) The PBGC will dismiss its appeal from the Distress
        Termination Order;

    (e) The PBGC will issue a no-action letter with respect to the
        Salaried Defined Contribution Plan, the USWA Defined
        Contribution Plan, and the Steelworkers Pension Trust;

    (f) The Debtors, the PBGC, and the USWA agree that before
        July 1, 2009, the Replacement Plans will not increase
        benefits and that the Debtors will not establish or
        contribute to a Defined Benefit Plan with respect to
        bargaining locations previously covered by the KAP Plan;

    (g) The PBGC agrees to a full release of all claims against
        Volta Aluminum Company Limited, a joint venture in which
        KACC holds a 90% interest;

    (h) The PBGC will agree to restrictions on the transfer of any
        equity securities to be received by it pursuant to a
        reorganization plan for KACC so long as the restrictions
        applicable to the securities are no more restrictive than
        those applicable to the equity securities to be received
        by the VEBA established for the benefit of USWA-
        represented retirees;

    (i) The PBGC Claims for unfunded benefit liabilities and
        premiums will be treated as an allowed general unsecured
        claim for $616,000,000 against all the Debtors, provided
        that the PBGC's recovery at the estates of Alpart Jamaica,
        Inc., Kaiser Jamaica Corporation, Kaiser Alumina Australia
        Corporation, and Kaiser Finance Corporation under
        confirmed reorganization plans will be limited to 32% of
        the net distributable proceeds payable in the aggregate to
        the PBGC and holders of the Senior Subordinated Notes, the
        9-7/8% Senior Notes and 10-7/8% Senior Notes issued by
        KACC;

    (j) The PBGC will have an allowed $14,000,000 administrative
        claim, which Claim will be a joint and several obligation
        of all Debtors other than Alpart Jamaica and Kaiser
        Jamaica; and

    (k) The Debtors will affirmatively support the agreed PBGC
        Claim Amounts against any challenge, including the Law
        Debenture Objection.

Accordingly, the Debtors ask Judge Fitzgerald to approve the PBGC
Settlement Agreement and dismiss as moot the Law Debenture
Objection.

The Law Debenture Objection is rendered moot by the parties'
agreement regarding the allowance of the PBGC general unsecured
claim and administrative claim.

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)


KMART CORP: Enviro-Resources Wants to Lift Stay to File Claim
-------------------------------------------------------------
Enviro-Resources II, Inc., and Enviro-Resources, Inc., are
defendants in a personal injury lawsuit filed by Jacqueline
McCormick before the Circuit Court of Cook County, Illinois, in
2003.  The case arises out of a trip and fall incident that
occurred on February 16, 2001, when Ms. McCormick was working at a
Kmart store in Crestwood, Illinois.  Ms. McCormick alleged
negligence against Enviro-Resources arising from their conduct at
the Kmart store.

In March 2004, Enviro-Resources filed a third party complaint for
contribution in the Pending Litigation against Kmart Corporation.
In accordance with the Illinois Joint Tortfeasor Contribution
Act, 740 ILCS 100/01 et seq., Enviro-Resources argued that if Ms.
McCormick is entitled to recover from Enviro-Resources, then
Kmart is required to contribute pro rata and to the maximum extent
allowed by law commensurate with its degree of negligence in
causing Ms. McCormick's injuries and damages.

In response, Kmart sought to dismiss the Third Party Complaint
based on its Chapter 11 filing.  Kmart asserted that its Court-
confirmed reorganization plan discharged it from prepetition
claims and imposed an injunction against the commencement or
continuation of litigation of any of those claims.  Subsequently,
Enviro-Resources voluntarily dismissed the Complaint.

Jason Orleans, Esq., at Johnson & Bell, Ltd., in Waukegan,
Illinois, tells Judge Sonderby that 11 U.S.C. Section
350(b)(1994) provides that "a case may be reopened in the court in
which the case was closed to administer assets, to allow relief to
the debtor, or for other cause."

Accordingly, Enviro-Resources asks the Bankruptcy Court to lift
the automatic stay and reopen Kmart's bankruptcy proceeding so it
may file a proof of claim against Kmart.  Enviro-Resources also
wants the injunction lifted to allow it to reinstate its civil
claim for contribution in the State Court up to the limit provided
by Kmart's insurance coverage.

Mr. Orleans contends that Enviro-Resources only became a party-in-
interest to Kmart upon Ms. McCormick's filing of her personal
injury action.  Thus, Enviro-Resources was not in a position and
could not have filed a proof of claim against Kmart before the
July 31, 2002 Bar Date.

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)


MET-COIL: Administrative Claims Bar Date is Dec. 3, 2004
--------------------------------------------------------
All requests for payment of administrative expenses that accrued
between August 26, 2003, and October 19, 2004, against Met-Coil
Systems, LLC (fka Met-Coil Systems Corporation) must be filed
before 4:00 p.m. on December 3, 2004.

Written requests for payment of administrative expenses must be
delivered to:

     If by regular US mail:

          BMC Group
          Attn: Met-Coil Systems, LLC
          Claims Processing
          PO Box 1033
          El Segundo, CA 90245-1033

     By by hand, courier or overnight service:

          BMC Group
          Met-Coil Systems, LLC (f/k/a Met-Coil Systems Corp)
          Claims Processing
          1330 E. Franklin Ave.
          El Segundo, CA 90245

The Honorable Mary F. Walrath confirmed Met-Coil's Fourth Amended
Plan of Reorganization on Aug. 17, 2004.  Full-text copies of the
Plan and the disclosure statement explaining that plan are
available at no charge at:

     http://docs.bmccorp.net/metcoil/docs/DisclPlan.pdf

Judge Walrath's confirmation order was subject to the approval and
issuance of a channeling injunction, certain releases and other
relief by the United States District Court for the District of
Delaware.  On September 14, 2004, the District Court approved and
issued, among other things, the channeling injunction whereby all
personal injury claims of persons within a certain geographic area
in proximity to Met-Coil's Lockformer facility, relating to the
alleged release of TCE, are referred to a trust which Mestek,
Inc., and Met-Coil have established for the resolution of such
claims.  The trust is being funded with letters of credit and
borrowings under a credit facility backed by Bank of America,
Sovereign Bank and KeyBank, and with the proceeds of settlements
with Met-Coil's historic insurance carriers.

Additionally, settlements previously reached with various property
damage claimants in the Lisle, IL vicinity and other litigation
claimants, as well as with business and trade accounts payable by
Met-Coil existing immediately prior to its filing for Chapter 11
protection are funded out of the proceeds of the credit facility
and other settlement funds, with the exception of certain ongoing
on site remediation costs and the costs to hook up certain
households in the Lisle area to municipal water supply which will
be funded by Met-Coil over time.

Met-Coil's Plan was declared effective on October 19, 2004.

Met-Coil Systems Corporation manufactures coil sheet metal
processing equipment and integrated systems for producing blanks
from sheet metal coils and is a second-tier subsidiary of Mestek,
Inc. Met-Coil filed for chapter 11 protection (Bankr. Del. Case
No. 03-12676) on August 26, 2003.  Met-Coil sought protection in
bankruptcy by reason of various pending or threatened legal
actions which related to alleged releases of trichloroethylene
(TCE) into the soils, groundwater or air in or around Met-Coil's
Lockformer Company facility in Lisle, Illinois prior to Mestek's
acquisition of Met-Coil in June, 2000.  Ronald Barliant, Esq., at
Goldberg Kohn Bell Black Rosenbloom & Moritz, and James C.
Carignan, Esq., and Jason W. Harbour, Esq., at Morris Nichols
Arsht & Tunnell, represent the debtor.  Richard Beck, Esq., at
Klehr, Harrison, Harvey, Branzburg & Ellers, represents the
Creditors' Committee.


MORTGAGE ASSET: Fitch Rates Privately Offered Class B-4 BB
----------------------------------------------------------
Mortgage Asset Securitization Transactions, Inc.'s
$365.9 million mortgage pass-through certificates, series 2004-10,
are rated by Fitch Ratings:

     -- Classes 1-A-1, 2-A-1 through 2-A-3, 3-A-1, 4-A-1 through
        4-A-4, 5-A-1 through 5-A-6, 6-A-1, 15-PO, 30-PO, 15-A-X,
        30-A-X, A-LR, and A-UR senior certificates ($365.9
        million) 'AAA';

     -- Class B-1 ($4,878,000) 'AA';

     -- Class B-2 ($1,689,000) 'A';

     -- Class B-3 ($938,000) 'BBB';

     -- Privately offered class B-4 ($750,000) 'BB'.

The 'AAA' rating on the senior certificates reflects the 2.50%
subordination provided by:

          * the 1.30% class B-1,
          * the 0.45% class B-2,
          * the 0.25% class B-3,
          * the 0.20% privately offered class B-4,
          * the 0.20% privately offered class B-5 (not rated by
            Fitch), and
          * the 0.10% privately offered class B-6 (not rated by
            Fitch) certificates.

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

The trust will consist of six asset groups.  The certificates
whose class designation begins with 1 through 6 correspond to
groups 1 through 6, respectively.  Additionally, the class
15-A-X and 15-PO certificates represent interests in loan group 1,
group 2, and group 3; the class 30-A-X certificates represent
interests in loan group 4, group 5, and group 6.  The class A-LR
and A-UR certificates represent interest in loan group 1.

In certain limited circumstances, principal and interest collected
from loans in a loan group may be used to pay principal or
interest, or both, to the senior certificates related to one or
more of the other loan groups.

The six groups in the aggregate contain 745 conventional, fully
amortizing 15- to 30-year fixed-rate mortgage loans secured by
first liens on one- to four-family residential properties with an
aggregate scheduled principal balance of $375,236,161.  The
average unpaid principal balance of the aggregate pool as of the
cut-off date Oct. 1, 2004, is $503,673.

The weighted average original loan-to-value ratio -- LTV -- is
66.10%.  The weighted average credit score of the borrowers is
734.  Approximately 34.81% of the pool was originated under a
reduced (non full/alternative) documentation program.  Investor
properties constitute 0.35% of the loans.  The weighted average
mortgage interest rate is 5.687%, and the weighted average
remaining term to maturity is 254 months.

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

          * California (41.05%),
          * New York (7.91%), and
          * Texas (5.55%).

All the 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/

Mortgage Asset, a special purpose corporation, deposited the loans
into the trust, which issued the certificates. U.S. Bank National
Association will act as trustee.  For federal income tax purposes,
elections will be made to treat the trust fund as multiple real
estate mortgage investment conduits -- REMICs.


NETEXIT INC: Wants Plan-Filing Period Stretched to January 28
-------------------------------------------------------------
Netexit, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for more time to file a chapter
11 plan and solicit acceptances of that plan from their creditors.

                      Assets Sold a Year Ago

The Debtors remind the Court that, on November 25, 2003, they sold
substantially all of their assets to Avaya, Inc.  As a result of
the sale to Avaya, Netexit and its subsidiaries are left with the
proceeds of the asset sale, no ability generate ongoing revenues,
and a mountain of liabilities.  The Debtors intend to use the
Chapter 11 process to obtain a moratorium on their liabilities and
various litigation, and to efficiently and economically resolve
claims against their estates and equitably distribute the Debtors'
assets pursuant to a plan of liquidation.

                       Prepetition History

Netexit, Inc., formerly known as Expanets, Inc., was a nationwide
provider of networked communications and data services and
solutions to small to mid-sized businesses.  Expanets, itself and
through its subsidiaries, offered sendees including voice and data
networking, internet connectivity messaging systems, advanced call
processing applications, computer telephone networking management
and carrier services.  Expanets was 99% owned by Northwestern
Corporation.  Northwestern is a publicly traded Delaware
corporation that was incorporated in 1923.  Northwestern and its
direct and indirect subsidiaries comprise one of the largest
providers of electricity and natural gas in the Upper Midwest and
Northwest regions of the United States, serving approximately
608,000 customers throughout Montana, South Dakota and Nebraska.
The acquisition of Expanets and several non-utility subsidiary
entities was an attempt by Northwestern to diversity.

Northwestern incurred a significant amount of debt to finance a
number of acquisitions by Expanets, as well as provide it with
working capital, Expanets was formed in 1997 and through
December 31, 1999, had established operations in many major United
States markets through the acquisition of 26 telecom and data
services companies.  In March 2000, in its largest acquisition,
Expanets purchased the Growing and Emerging Markets division of
Lucent Technologies Enterprise Network Group.  NCR's investment in
Expanets took the form of common stock, preferred stock and debt.
The significant investments in Expanets and in other non-utility
businesses, resulted in a severe financial drain on NOR,
particularly when Expanets, as well as other investments,
including Blue Dot, failed to perform as expected.  Eventually,
Northwestern determined to restructure itself and on
September 14, 2003 filed its own Chapter 11 case.

               More Time to File a Liquidating Plan

The Debtors ask the Bankruptcy Court to extend their exclusive
period in which to file a liquidating plan through January 28,
2005, and ask that their exclusive period to solicit acceptances
of that plan from creditors be extended to April 29, 2005.  The
Debtors believe a plan of reorganization can be filed on or before
Jan. 28, but makes it clear this request for an extension is
without prejudice to their rights to seek additional extensions
upon appropriate notice to the Bankruptcy Court.

Netexit, Inc., aka Expanets, Inc., based in Sioux Falls, South
Dakota, was 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.


NEXTWAVE: Verizon Completes $930M Purchase of Spectrum License
--------------------------------------------------------------
Verizon Wireless completed the purchase of the spectrum license
for the New York metropolitan area auctioned by NextWave Telecom
Inc. on July 8, 2004.  Under the terms of the purchase agreement,
Verizon Wireless paid $930 million for the license.

The 10 MHz license is in the 1.9 GHz PCS frequency range and
covers a population of 20.1 million people for the New York, New
York Basic Trading Area -- BTA.  The BTA covers New York City and
northern and central New Jersey, as well as Westchester and
Rockland counties.  The license will be used to expand Verizon
Wireless' network capacity to meet customers' growing demand for
voice and data services.

The transaction received approval by the Federal Bankruptcy Court
and the Federal Communications Commission, as well as antitrust
regulatory review.

                     About Verizon Wireless

Verizon Wireless owns and operates the nation's most reliable
wireless network, serving 42.1 million voice and data customers.
Headquartered in Bedminster, New Jersey, Verizon Wireless is a
joint venture of Verizon Communications (NYSE: VZ) and Vodafone
(NYSE and LSE: VOD).  Find more information on the Web at
http://www.verizonwireless.com. To receive broadcast-quality
video footage of Verizon Wireless operations, log onto
http://www.thenewsmarket.com/verizonwireless

NextWave Telecom, Inc., headquartered in Hawthorne, New York, was
organized in 1995 to provide high-speed wireless Internet access
and voice communications services to consumer and business markets
on a nationwide basis.  NextWave is currently constructing a
third-generation CDMA2000 1X network in all of its 95 PCS markets
whose geographic scope covers more than 168 million POPs coast to
coast, including all top 10 U.S. markets, 28 of the top 30
markets, and 40 of the top 50 markets.  NextWave's "carriers'
carrier" strategy allows existing carriers and new service
providers to market NextWave's network services through innovative
airtime arrangements.  The company filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 98-23303) on December 23, 1998.  Deborah
Lynn Schrier-Rape, Esq. of Andrews & Kurth, LLP represents the
debtor.


NORTH STREET: Fitch Junks $36.1 Million Class E Fixed-Rate Notes
----------------------------------------------------------------
Fitch Ratings has downgraded three classes of notes and affirmed
two classes of notes from North Street Referenced Linked Notes
2000-2, Ltd.  The transaction is a partially funded synthetic
collateralized debt obligation -- CDO -- created to enter into a
credit default swap with UBS Warburg referencing a portfolio of
investment grade corporate bonds and asset-backed securities.
Fitch has taken the following rating action:

   * North Street 2000-2

     -- $60,800,000 class A floating-rate notes affirmed at
        'AA-';

     -- $32,600,000 class B floating-rate notes to 'BBB+'
        from 'A-';

     -- $29,000,000 class C floating-rate notes to 'BBB-'
        from 'BBB';

     -- $7,500,000 class D fixed-rate notes to 'BB+' from
        'BBB-';

     -- $36,100,000 class E fixed-rate notes affirmed at
        'CCC';

     -- Fixed-rate income notes remain at 'C'.

The ratings of all classes of notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
income notes addresses the likelihood that investors will receive
full and timely payments of interest, at the rated coupon of 9.5%,
as well as the stated balance of principal by the legal final
maturity date.

The downgrades to North Street 2000-2 are a result of credit
deterioration within the referenced portfolio, the protection
payments paid on previous credit events and the expectation of
additional credit events.  The referenced portfolio has
experienced five credit events to date requiring protection
payments over $39 million.

Since Fitch's latest rating action, the referenced portfolio for
North Street 2000-2 has deteriorated from a Fitch Rating Factor
test of 20.72 ('BBB-/BB+') on Jan. 30, 2003, to 22.41
('BBB-/BB+'), versus an allowed maximum of 17 ('BBB/BBB-').

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates relative to the minimum cumulative default rates
required for the rated liabilities.  For more information on the
Fitch Vector Model, see 'Global Rating Criteria for Collateralised
Debt Obligations,' dated Sept. 13, 2004, available on the Fitch
Ratings web site at http://www.fitchratings.com.


NORTH STREET: Fitch Puts BB+ Rating on $49 Million Income Notes
---------------------------------------------------------------
Fitch Ratings has affirmed six classes of notes from North Street
Referenced Linked Notes 2002-4, Ltd.  The transaction is a
partially funded synthetic collateralized debt obligation --CDO --
created to enter into a credit default swap with UBS Warburg
referencing a portfolio of $3 billion investment grade asset-
backed securities (76%) and corporate bonds (24%).

Fitch affirmed the ratings of these liabilities:

   * North Street 2002-4

     -- $353,000,000 class A floating-rate notes 'AAA';
     -- $40,000,000 class B floating-rate notes 'AA';
     -- $46,000,000 class C floating-notes 'A';
     -- $61,000,000 class D floating-rate notes 'BBB+';
     -- $25,000,000 class E floating-rate notes 'BBB';
     -- $49,000,000 fixed-rate income notes 'BB+'.

The ratings of the class A, B, C and D notes addresses the credit
quality of the reference pool and the likelihood of the applicable
class of notes having to make credit protection payments under
credit swap.  The rating of the class E notes addresses the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

The rating of the income notes addresses the likelihood that
investors will receive ultimate payments of interest, at the rated
coupon of 7.5%, as well as the stated balance of principal by the
legal final maturity date.

North Street 2002-4 has performed as anticipated since closing on
March 15, 2002.  While some negative rating migration has
occurred, the referenced portfolio's Weighted Average Rating test
continues to pass at 'BBB+' and credit enhancement is maintained
at appropriate levels for the current ratings. Additionally, no
credit events have been called on the referenced portfolio.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates relative to the minimum cumulative default rates
required for the rated liabilities.  For more information on the
Fitch Vector Model, see 'Global Rating Criteria for Collateralised
Debt Obligations,' dated Sept. 13, 2004, available on the Fitch
Ratings web site at http://www.fitchratings.com.


NORTH STREET: Fitch Junks Three Classes of Series 2002-1 Notes
--------------------------------------------------------------
Fitch Ratings has downgraded five classes of notes from North
Street Referenced Linked Notes 2000-1, Ltd. and affirmed two
classes of notes from North Street Referenced Linked Notes
2002-1A, Ltd.

Both transactions are partially funded synthetic collateralized
debt obligations -- CDOs -- created to enter into credit default
swaps with UBS Warburg referencing the same portfolio of
investment grade corporate bonds and asset-backed securities.

North Street 2002-1A will make credit protection payments to UBS
for losses that exceed $50 million plus the credit protection
provided by the outstanding notes of North Street 2000-1.
Fitch has taken the following rating action:

   * North Street 2000-1

     -- $36,000,000 class A floating-rate notes to 'AA-'
        from 'AA';

     -- $40,000,000 class B floating-rate notes to 'BBB'
        from 'A-';

     -- $31,000,000 class C floating-rate notes to 'BB'
        from 'BBB-';

     -- $14,000,000 class D-1 floating-rate notes to 'CCC'
        from 'B-';

     -- $20,000,000 class D-2 fixed-rate notes to 'CCC'
        from 'B-';

     -- Fixed-rate income notes remain at 'C'.

   * North Street 2002-1A

     -- $50,000,000 class A floating-rate notes affirmed at
        'AAA';

     -- $100,000,000 class B floating-rate notes affirmed
        at 'AAA'.

The ratings of all classes of notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
income notes addresses the likelihood that investors will receive
full and timely payments of interest, at the rated coupon of 8%,
as well as the stated balance of principal by the legal final
maturity date.

The downgrades to North Street 2000-1 are a result of credit
deterioration within the referenced portfolio, the protection
payments paid on previous credit events and the expectation of
additional credit events.  The referenced portfolio has
experienced five credit events to date requiring protection
payments over $27 million.

Since Fitch's latest rating action, the referenced portfolio for
North Street 2000-1 has deteriorated from a Fitch Rating Factor
test of 22.42 ('BBB-/BB+') on Jan. 30, 2003 to 24.49 ('BBB-/BB+'),
versus an allowed maximum of 17 ('BBB/BBB-').

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates relative to the minimum cumulative default rates
required for the rated liabilities.  For more information on the
Fitch Vector Model, see 'Global Rating Criteria for Collateralised
Debt Obligations,' dated Sept. 13, 2004, available on the Fitch
Ratings web site at http://www.fitchratings.com.


NORTHWESTERN CORP: Emerges From Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
NorthWestern Corporation (Nasdaq: NWEC), doing business as
NorthWestern Energy, said its confirmed plan of reorganization
became effective yesterday, and the Company emerged from
Chapter 11.  The U.S. Bankruptcy Court for the District of
Delaware confirmed the Company's Plan on October 8, 2004, and the
Court's order was entered on October 20, 2004.

Gary G. Drook, President and Chief Executive Officer of
NorthWestern, said, "This is an important day for the 'new'
NorthWestern, as we have completed a highly successful
restructuring in a very short timeframe without raising our
customers' utility rates.... [W]e are beginning a new phase as a
focused electric and natural gas utility with a solid capital
structure, greatly reduced debt and improved operational
efficiency.  We are excited now to turn our full attention to
growing our utility business in a smart way and seeking new and
innovative ways to continue to improve reliability and service to
our customers."

As a result of NorthWestern's restructuring, the Company's debt
was reduced from $2.2 billion to approximately $850 million
including the effect of refinancing.  The Company's restructuring
also resulted in the disposition of significant nonutility assets,
a simplification in its corporate structure and a reduction in
overhead costs.

NorthWestern will have approximately $710 million in book equity
with 35.5 million common shares distributed to the Company's
creditors. A total of 4,409,100 of these shares, or 13.5 percent,
of the new common stock, is being held in reserve pending
resolution of contingent or otherwise unliquidated claims.

                  New Common Stock Distribution

As previously announced, NorthWestern's financial reorganization
was achieved through a debt-for-equity swap.  Terms of the Plan,
including distribution of the new common stock, include:

   -- Holders of the Company's senior unsecured notes (Class 7
      claims) received 28,250,900 shares of new common stock in
      exchange for $898,264,683 in allowed claims.

   -- Holders of NorthWestern's Trust Originated Preferred
      Securities (Class 8(a) claims) received 2,278,769 shares in
      exchange for $321,069,399 in allowed claims.  Class 8(a)
      holders also received 4,366,092 in common stock warrants
      which may be exercised for a period of three years from the
      effective date.

   -- Holders of the Company's Montana QUIPs (Class 8(b) claims),
      based on their choices, will receive either their pro rata
      share of 505,591 shares of new common stock in exchange for
      their claims, including any litigation claims, or they will
      continue the litigation against the Company generally
      referred to as the QUIPS Litigation and will receive a
      distribution, if any, only upon final resolution of the
      QUIPS Litigation.

   -- 4,409,100 shares (13.5% of the shares allocated for Class 7
      and 9) have been reserved for further distribution to Class
      9 claimants at such time as those claims are deemed allowed.
      Reserved claims are valued at approximately $140 million.

   -- Holders of secured bonds, including the Company's First
      Mortgage, Pollution Control and Gas Transition Bonds, are
      not impaired and have been reinstated.

   -- Unless specifically provided for in the Plan, environmental
      claims were not impaired and will be satisfied in full.
      With respect to the Milltown Dam Superfund site, the Company
      will fulfill its obligations consistent with the previous
      court-approved settlement.

   -- NorthWestern's old common stock, which traded on the OTC
      Pink Sheets under the symbol NTHWQ, was cancelled effective
      yesterday at 5:00 p.m. Eastern time, and no distribution
      will be available to holders of those securities.

             NASDAQ Approves Trading of New Common Stock

NASDAQ National Market has approved the listing of NorthWestern's
new common stock and warrants beginning today, November 2, 2004.
The Company's new common stock symbol is "NWEC."  The symbol for
the warrants is "NWECW."  LaSalle Bank will serve as the Company's
stock transfer agent for the new common stock and warrants.

"We are excited about being listed on NASDAQ and having our new
common stock begin trading on the national market," said Drook.
"This swift and successful turnaround was the result of the
commitment and collaboration of many people, chief among them
NorthWestern's hard-working employees who helped ensure that our
customers were not affected by this process."

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which is expected
took effect on Nov. 1, 2004.


NRG ENERGY: Nelson Debtors Ask Court to Dismiss Bankruptcy Cases
----------------------------------------------------------------
Debtors LSP-Nelson Energy, LLC, and NRG Nelson Turbines, LLC, do
not operate any businesses or hold any assets other than the
Nelson Sale Proceeds.  The Court approved the sale of the Nelson
Assets to Invenergy Investment Company for $19,500,000.  At the
closing of the Sale on August 30, 2004, Invenergy deposited the
$19,500,000 in the Nelson Debtors' escrow account.

Once the Nelson Sale Proceeds are distributed, the Nelson
Debtors' estates will be fully administered.  Samuel S. Kohn,
Esq., Kirkland & Ellis, LLP, New York, asserts that the interests
of creditors and the Nelson Debtors would be better served by the
dismissal of the Nelson Debtors' Chapter 11 cases in accordance
with Sections 305(a) and 1112(b) of the Bankruptcy Code.

Bankruptcy courts are specifically empowered to dismiss a case
for cause where there is an "absence of a reasonable likelihood
of rehabilitation," or for "inability to effectuate a plan."

Moreover, the aggregate amount of allowed secured claims in the
Nelson Debtors' Chapter 11 cases far exceed the undistributed
amount of the Nelson Sale Proceeds.  Consequently, there is no
recovery available from the Nelson Sale Proceeds to satisfy any
outstanding administrative expense claims, priority claims, or
any other general unsecured claims.  Therefore, Mr. Kohn notes,
if the Nelson Debtors were to propose a Chapter 11 plan of
liquidation, Section 1129(a)(9) of the Bankruptcy Code would
remain unsatisfied.  Thus, that plan could not be confirmed.

Alternatively, a case may be dismissed pursuant to Section
305(a)(1) of the Bankruptcy Code if the interests of creditors
and the debtor would be better served by the dismissal.

Mr. Kohn notes that the dismissal of the Nelson Debtors' Chapter
11 cases will terminate the accrual of unnecessary administrative
expenses and is in the interests of creditors and the Debtors.

Accordingly, the Nelson Debtors ask the Court to dismiss their
Chapter 11 cases upon completion of the distribution of the
Nelson Sale Proceeds.

Within five days after the final distribution of the Nelson Sale
Proceeds, the Nelson Debtors will file an affidavit attesting
that the distributions have been completed and that there are no
outstanding fees owed to the U.S. Trustee.

The Bankruptcy Court would retain limited jurisdiction over
administrative matters like professional fees and certain other
limited distributions.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan.  James H.M. Sprayregen, P.C., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq. at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring. (NRG Energy
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NYER MEDICAL: Auditor Expresses Going Concern Doubts
----------------------------------------------------
Nyer Medical Group, Inc., discloses in its annual report for the
fiscal year ended June 30, 2004, that the company's outside
auditor -- Sweeney, Gates & Co. in Fort Lauderdale, Florida -- has
raised substantial doubt about the Company's ability to continue
as a going concern due to:

    (a) operating losses,
    (b) guarantees of certain debt obligations,
    (c) cash flow deficiencies, and
    (d) shareholders' unwillingness to inject new cash.

To increase working capital in the medical and corporate segments,
the company's ADCO Surgical Supply, Inc., subsidiary secured a
$300,000 line of credit from a bank that's collaterized by ADCO's
property.

Nyer's management outlines a three-part plan to return to
profitability that calls for:

    (1) revamping management at the corporate and medical
        segments,

    (2) instituting cost cutting measures to reduce and control
        general and administrative costs; and

    (3) consolidating certain entities to reduce costs.

Nyer Medical Group, Inc., headquartered in Bangor, Maine, is a
holding company that owns 80% of Pharmacies.  D.A.W., Inc. (a
chain of pharmacy drug stores located in the suburban Boston,
Massachusetts area) and 100% of ADCO Surgical Supply, Inc., ADCO
South Medical Supplies, Inc. and Nyer Internet Companies, Inc.
(wholesale and retail sellers of medical and surgical equipment
and supplies throughout New England, Florida, Nevada and worldwide
through the Internet sales).  Nyer's June 20, 2004, balance sheet
shows $13.8 million in assets and less than $6.0 million in
liabilities.  The company reported a $425,220 loss in fiscal 2004.


OMEGA HEALTHCARE: Prices Offering for New $60 Mil. 7% Sr. Notes
---------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) priced the previously
announced privately placed offering of an additional $60 million
aggregate principal amount of 7% senior notes due 2014 at an issue
price of 102.25% of the principal amount of the notes (equal to a
per annum yield to maturity of approximately 6.67%), resulting in
gross proceeds to the company of $61.35 million.  The terms of the
notes offered will be substantially identical to Omega's existing
$200 million aggregate principal amount of 7% senior notes due
2014.  The notes will be offered only to qualified institutional
buyers under Rule 144A under the Securities Act of 1933 and to
non-U.S. persons outside the United States under Regulation S
under the Securities Act.  The company intends to use the net
proceeds of the offering for general corporate purposes, including
acquisitions.  As of October 28, 2004, the Company had an
aggregate of $39 million outstanding under its senior credit
facility.

The notes issued in this offering have not been registered under
the Securities Act of 1933, as amended, or any applicable state
laws, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.  This notice does not constitute an offer of any
securities for sale.  Omega has agreed to file a registration
statement with the Securities and Exchange Commission, pursuant to
which it would exchange the privately placed notes for notes,
which are registered.  After the exchange, these notes will be
identical to, and will trade as a single series with, the existing
7% senior notes due 2014.

                        About the Company

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry.  At September 30, 2004,
the Company 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 operating
companies.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2004,
Fitch Ratings upgraded its ratings on approximately $300 million
of senior unsecured notes issued by Omega Healthcare Investors,
Inc.'s to 'BB-' from 'B'.  Additionally, Fitch upgraded its
preferred stock rating to 'B' from 'CCC+' on Omega's two series of
outstanding preferred securities.  This includes the
$118.5 million of 8.375% series D cumulative redeemable preferred
securities issued in the first quarter of 2004.  In all,
approximately $168 million of preferred securities are affected by
this upgrade. Fitch has revised the Rating Outlook


OMEGA HEALTHCARE: Fitch Justifies Low-B Ratings on Notes & Stock
----------------------------------------------------------------
Fitch Ratings has published a credit analysis report on Omega
Healthcare Investors, Inc. providing insight into Fitch's
rationale for its ratings of:

     -- $300 million of outstanding senior unsecured notes 'BB';
     -- $168 million of preferred stock 'B'.

The Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Sept. 14, 2004,
Fitch Ratings upgraded Omega Healthcare Investors, Inc.'s ratings
to reflect the company's improving financial profile and operating
performance in recent quarters. Omega increased EBITDA coverage of
total interest expense to
3.3 times for the quarter ended Sept. 30, 2004, from 2.1x reported
at the end of 2002.

The company has averaged mid 3.0x coverage since the third quarter
of 2003.  Similarly, Omega's fixed-charge coverage during that
same period improved to 2.1x from 1.2x. Omega's total debt
leverage is 38.9% (as a percentage of total undepreciated book
capital) as of Sept. 30, 2004, and 58.2% when adding total
preferred securities to the equation.

During the first half of 2004, Omega significantly improved its
funding and liquidity profile by redeeming high coupon preferreds,
refinancing its variable-rate debt through the issuance of $200
million of 7%, 10-year senior unsecured notes and closing a new
$175 million secured revolving credit facility.

Omega has a manageable debt-maturity schedule with no significant
debt maturities until August 2007 when the company's $100 million
6.95% senior notes come due. Fitch expects continued maintenance
of these ratios and anticipates improvement in the company's
financial performance as the operators and assets strengthen
within the portfolio.

Omega is a real estate investment trust -- REIT, providing
financing and capital to the long-term health care industry with a
particular focus on skilled nursing facilities -- SNFs -- located
in the United States.  As of Sept. 30, 2004, the company owned or
held mortgages on 205 SNFs and assisted living facilities with
approximately 21,900 beds located in 29 states and operated by 39
third-party health care operating companies.


PACIFIC ENERGY: Anschutz Sells Partnership Interest to LB Pacific
-----------------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX) reported that The
Anschutz Corporation agreed to sell its 36.7% interest in the
Partnership to a new entity, LB Pacific, LP, formed by Lehman
Brothers Merchant Banking Group.  The transaction is expected to
close in the first quarter of 2005 and is subject to certain
conditions, including applicable regulatory approvals and other
customary closing conditions.  Financial terms were not disclosed.

The acquisition by Lehman Brothers Merchant Banking will include:

     (i) a 100% ownership interest in Pacific Energy GP, Inc. --
         the General Partner -- which owns a 2% general partner
         interest in the Partnership and the incentive
         distribution rights, and

    (ii) 10,465,000 subordinated units of the Partnership
         representing a 34.7% limited partner interest in the
         Partnership.

The Partnership is not a party to the purchase and sale agreement
but is a party to an ancillary agreement whereby Anschutz
Corporation, LB Pacific, LP and the Partnership address certain
matters arising from this transaction.

Management expects to continue to operate the Partnership's
business consistent with past practices.  After completion of the
sale, the Partnership's management is expected to remain in place,
and the General Partner will continue to manage the Partnership.
Philip F. Anschutz and Clifford P. Hickey will resign as directors
of the General Partner upon closing.  The four independent
directors and the two management directors are expected to
continue as directors.  It is expected that LB Pacific, LP will
appoint additional directors to the board.

"We look forward to working with Lehman Brothers Merchant Banking
to build on our record of operational and financial success,"
stated Irv Toole, President and Chief Executive Officer of the
Partnership.  "Their knowledge and experience in the energy
industry, coupled with their financial strength, should prove
beneficial to the Partnership in continuing to grow its business."

The transaction and the change in control of the General Partner
will result in:

   -- TAC and LB Pacific, LP have agreed to reimburse the
      Partnership for certain costs incurred in connection with
      this transaction, including legal and professional fees,
      subject to an aggregate cost cap.  They have also agreed to
      reimburse the Partnership for the cost of obtaining
      applicable regulatory approvals.

   -- Since the transaction, together with other stock market
      activity, will likely result in a change in ownership of
      more than 50% of the Partnership within a one year period,
      federal income tax laws would require a modification to the
      Partnership's 2005 taxable income.  The modification would
      result in a reduction in depreciation for 2005.  In the
      event that this modification to taxable income occurs, the
      Partnership estimates the amount of taxable income in 2005
      will be approximately 50% to 60% of the cash distributions
      made to unitholders.  Due to the reduction in depreciation
      in 2005, additional depreciation becomes available for
      recognition in future years. For the period 2006 through
      2008, the Partnership estimates taxable income to be less
      than 20% of the cash distributions expected to be made to
      unitholders.

   -- With respect to the Partnership's long-term debt:

      * To satisfy the change in control provision in the
        Partnership's existing U.S. and Canadian revolving credit
        facility agreements, the Partnership will seek waivers
        from its banks before closing.  TAC and LB Pacific, LP
        will pay the cost of such waivers, subject to an aggregate
        transaction cost cap.

      * If a rating agency downgrades the Partnership's credit
        rating within 90 days of the closing of this transaction,
        then the Partnership will be required to offer to
        repurchase its senior notes at 101% of face value.  In the
        event repurchase is required, TAC and LB Pacific, LP will
        pay the cost of the premium as well as the expenses
        related to any potential refinancing.  The Partnership
        would bear the cost of a higher interest rate, or receive
        the benefit of a lower rate, if any.

   -- Approximately 160,000 restricted units outstanding under the
      Partnership's long-term incentive plan will vest earlier
      than otherwise scheduled, resulting in an increase in
      expense of up to $2 million in 2005.  The impact on
      distributable cash flow will be up to $600,000 in 2005, due
      to withholding taxes.

   -- TAC and LB Pacific, LP have agreed to limit their ability to
      compete with the Partnership. TAC's non-compete agreement is
      for a two year period from the date of closing.  LB Pacific,
      LP's non-compete agreement will continue for so long as it
      controls the General Partner.

In the course of pursuing the transaction, Lehman Brothers
Merchant Banking had been working with NuCoastal, LLC, an entity
owned by Oscar S. Wyatt, Jr. Lehman Brothers Merchant Banking has
indicated that at some point after the closing of the transaction,
at the discretion of Lehman Brothers Merchant Banking, NuCoastal
or Mr. Wyatt may be given the opportunity to acquire a small
equity interest in LB Pacific, LP or the General Partner, and Mr.
Wyatt may become an employee or director of LB Pacific, LP or the
General Partner but that such involvement is not the subject of
any current agreement between Lehman Brothers Merchant Banking and
NuCoastal or Mr. Wyatt. Lehman Brothers Merchant Banking has also
indicated that two current employees of NuCoastal are expected to
resign from NuCoastal and become employees and officers of LB
Pacific, LP or the General Partner at the time of the closing of
the transaction and as such, may become investors in LB Pacific,
LP or the General Partner.

Pursuant to the Partnership Agreement, the General Partner
requested that the Conflicts Committee, which is composed entirely
of independent directors, review the proposed transaction. At the
conclusion of its review, the Conflicts Committee determined the
transaction to be fair and reasonable to the Partnership.

"Lehman Brothers Merchant Banking is excited to begin our
association with Pacific Energy," Charlie Ayres, Global Head of
Lehman Brothers Merchant Banking, commented.  "We believe Pacific
has an experienced management team and an asset base that is well-
positioned for distribution growth through both organic and
acquisition opportunities.  We look forward to building on
Pacific's history of service and increasing investor value."

   About Lehman Brothers and Lehman Brothers Merchant Banking

Lehman Brothers Merchant Banking Group is part of the Private
Equity Division of Lehman Brothers, a global financial
institution.  Lehman Brothers has a long history in private equity
investing with total assets under management of approximately
$6.5 billion.  The Private Equity Division leverages the breadth
and depth of Lehman Brothers' global presence and expertise across
a wide range of products, industries, and geographies.  Lehman
Brothers creates and raises funds and invests in asset classes
where the firm has strong capabilities, proprietary deal flow, and
an excellent reputation, offering attractive investment
opportunities to its institutional and individual investing
clients.  Currently, more than 200 professionals cover five core
asset classes: Private Funds Investments, Merchant Banking,
Venture Capital, Real Estate and Fixed Income-Related Funds.

Lehman Brothers (ticker symbol: LEH), an innovator in global
finance, serves the financial needs of corporations, governments
and municipalities, institutional clients, and high-net-worth
individuals worldwide.  Founded in 1850, Lehman Brothers maintains
leadership positions in equity and fixed income sales, trading and
research, investment banking, private equity and wealth and asset
management services.  The firm is headquartered in New York, with
regional headquarters in London and Tokyo and operates in a
network of offices around the world.  For further information
about Lehman Brothers' services, products and recruitment
opportunities, visit its Web site at http://www.lehman.com/

                      About Pacific Energy

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


PACIFIC GAS: Approves Stock Dividend Policy & Payout Ratio Range
----------------------------------------------------------------
On October 22, 2004, Pacific Gas & Electric Company Vice
President and Controller Dinyar B. Mistry, disclosed in a Form
8-K filing with the Securities and Exchange Commission that the
Board of Directors of PG&E and its parent company, PG&E
Corporation, took one more step along the path to re-establishing
a common stock dividend by approving a common stock dividend
policy and a target 50% to 70% dividend payout ratio range.  The
Target Dividend Payout Ratio Range means the proportion of
earnings paid out as dividends.

Although the Boards of Director deferred the actual declaration
of a common stock dividend at least until after the Utility
achieves the target equity ratio, the PG&E Corp. Board adopted a
$1.20 per share initial annual cash dividend target -- $0.30
quarterly.

Mr. Mistry reports that the Dividend Policy was designed to meet
three objectives:

    * Comparability: Pay a dividend competitive with the
      securities of comparable companies based on payout ratio
      and, with respect to PG&E Corp., the Parent Company's yield
      -- dividend divided by share price;

    * Flexibility: Allow sufficient cash to pay a dividend and to
      fund investments while avoiding the necessity to issue new
      equity, unless PG&E Corp.'s or the Utility's capital
      expenditure requirements are growing rapidly and PG&E Corp.
      or the Utility can issue equity at reasonable cost and
      terms; and

    * Sustainability: Avoid reduction or suspension of the
      dividend despite fluctuations in financial performance,
      except in extreme and unforeseen circumstances.

According to Mr. Mistry, the target dividend payout ratio range
was based on an analysis of dividend payout ratios of comparable
companies.  The initial dividend target was chosen in recognition
of PG&E's current credit rating and the potential capital
investments that it may make in the future to provide electricity
resource adequacy in compliance with future regulatory
requirements and an approved long-term electricity resources
plan.

PG&E expects to resume payment of common stock dividends to PG&E
Corp. upon attaining the 52% target equity ratio authorized by
the December 19, 2003, settlement agreement entered into among
PG&E Corp., the Utility and the California Public Utilities
Commission to resolve PG&E's Chapter 11 case.  Assuming that the
$1,800,000,000 energy recovery bonds are issued in January 2005
to refinance the regulatory asset provided under the Settlement
Agreement and that the proceeds are first used to rebalance
PG&E's capital structure, the Utility is expected to reach the
target equity ratio immediately after the ERBs are issued.  After
the Utility reaches its target equity ratio, it is anticipated
that it would use surplus cash to pay dividends to, or repurchase
common stock from, PG&E Corp., which the Parent Company would use
in turn to pay dividends to, or repurchase stock from, its common
stock shareholders.  Assuming the issuance of $1,800,000,000 ERBs
in January 2005, PG&E Corp. estimates that it would have
$2,700,000,000 available through the end of 2006 to distribute to
shareholders through dividends and stock repurchases or for
capital investments beyond the level of capital expenditures
already assumed.

The $1.20 per share initial annual cash dividend target is based
on many assumptions, including that:

    * PG&E remains under cost-of-service regulation by the CPUC
      and, with respect to electric transmission, the Federal
      Energy Regulatory Commission;

    * The CPUC and the FERC authorize sufficient revenues for the
      Utility to recover its energy procurement and base expenses;

    * The Utility's authorized return on equity for all operations
      remains at 11.22%;

    * The first series of $1,800,000,000 ERBs is issued in early
      2005 and the second series is issued in early 2006;

    * Annual Utility capital expenditures average $1,900,000,000
      in 2005 and 2006 -- these forecasted capital expenditures do
      not include amounts for new generation development or
      implementation of an advanced metering system;

    * Total gas and electric rate base, including retained
      generation facilities and the regulatory asset provided
      under the Settlement Agreement, of $15,300,000,000 for 2005
      and $16,000,000,000 for 2006; and

    * The Utility manages its operating expenses and capital
      expenditures to earn the full-authorized rate of return
      within revenues authorized under the CPUC's decision in the
      Utility's 2003 General Rate Case and subsequent adjustments
      for inflation through 2006.

Mr. Mistry states that each Board of Directors retains authority
to change its common stock dividend policy and its dividend
payout ratio at any time, especially if unexpected events occur
that would change the Board's views as to the prudent level of
cash conservation.  No dividends are payable until after each
Board of Directors declares a dividend.  To declare a dividend,
each Board of Directors must determine that the applicable
requirements of California law and the CPUC have been satisfied.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy
News, Issue No. 85; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PANACO INC: Court Confirms Fifth Amended Plan of Reorganization
---------------------------------------------------------------
The Honorable Letitia Z. Clark of the U.S. Bankruptcy Court
confirmed the Fifth Amended Joint Plan of Reorganization for
Panaco, Inc.

Carl Icahn's High River, LP:

   (1) holds more than $99 million of Panaco's 10-5/8% Notes due
       2004,

   (2) purchased Wells Fargo Foothill's $37,221,982 claim
       recently, and

   (3) has agreed to continue providing support for the company's
       bonding requirements.

With that, High River owns Reorganized Panaco.  A disclosure
statement explaining the plan projects unsecured creditors owed
more than $117 million may recover 15% of what they're owed.  By
its own terms, the Plan could be declared effective early next
week.

Panaco, Inc., is in the business of selling oil and natural gas
produced on properties it leases to third party purchasers.  The
Company filed for chapter 11 protection on July 16, 2002.  Monica
Susan Blacker, Esq., at Neligan Stricklin LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $130,189,000 in assets
and $170,245,000 in debts.


PEOPLES DEPARTMENT: Directors Not Liable, Supreme Court Rules
-------------------------------------------------------------
The Supreme Court of Canada issued its much anticipated decision
in the case of Peoples Department Stores (Trustee of) vs. Wise.
In a unanimous decision, the Supreme Court confirmed the decision
rendered on February 2003 by the Quebec Court of Appeal, ruling
that directors are not liable to creditors for losses suffered by
a company as a result of decisions made in good faith prior to
bankruptcy, even when those decisions may have contributed to the
ultimate demise of the company.

The decision in the Quebec Superior Court had stated that Canadian
law should move in the direction of what it perceived the law to
be in Great Britain, Australia and New Zealand, by recognizing a
duty to creditors in such circumstances.  The Trial Judge held
that directors have a duty not only to the corporation, but also
to creditors of the corporation, "if the (corporation) is
embarking on a course of action which will inevitably in the short
run render it insolvent."

The decision had been a subject of considerable controversy in
legal circles and concern in the business community.  While the
decision of the Court of Appeal, in refusing to follow the Trial
Judge's suggestion that Canadian company law should "evolve" in
that direction, provided some solace, the Supreme Court's decision
will certainly be welcomed in the boardrooms of the country.

The decision of the Supreme Court can be found on the Supreme
Court's website http://www.scc-csc.gc.ca/and a case comment on
the Appeal Court's decision can be found on the Lavery, de Billy
website http://www.laverydebilly.com/

Ian Rose and Odette Jobin-Laberge of the law firm Lavery, de Billy
represented Chubb Insurance Company of Canada, the liability
insurer of the directors of Peoples, before the Quebec Court of
Appeal and the Supreme Court of Canada.


PILLOWTEX CORP: Court Approves Kannapolis Sale Bidding Procedures
-----------------------------------------------------------------
Fieldcrest Cannon, Inc., proposes to sell its real property and
certain personal property located at One Lake Circle Drive in
Kannapolis, North Carolina to Manchester Real Estate &
Construction, LLC, subject to higher and better offers in
accordance with the Global Bidding Procedures.

Pillowtex Corporation, Fieldcrest and Manchester entered into a
Letter of Intent on October 7, 2004.

The Court approves the Debtors' supplemented Global Bidding
Procedures for the sale of the Kannapolis Property:

    (a) The deadline for submission of competing bids for the
        Kannapolis Property is December 6, 2004, at 4:00 p.m.;

    (b) Competing bids must be served upon and actually
        received by the deadline by interested parties;

    (c) In addition to the other requirements in the Global
        Bidding Procedures:

        (1) Competing bids will not be on terms and conditions
            that are more burdensome or conditional in any
            material respect than the terms of the definitive
            agreements contemplated by the Letter of Intent;

        (2) A competing bid must remain open and irrevocable
            until:

            -- the Court approves the sale of the Property to
               another entity; and

            -- the Debtors close the sale with, and receive the
               purchase price from, the entity, subject to any
               outside date that is acceptable to the Debtors for
               the closing of the transactions contemplated by the
               bid.

            The successful bidder will remain obligated to
            consummate the transaction contemplated by, and
            perform its obligations under, the Purchase Agreement,
            subject to any outside date that is acceptable to the
            Debtors for the closing of the transactions
            contemplated by the bid;

        (3) Competing bids will be accompanied by a $1,000,000
            cash earnest money deposit, which will be paid to the
            Debtors by the deadline for submitting competing bids.
            Once a competing bid is accepted by the Debtors and
            approved by the Court, the earnest money deposit will
            be deemed a non-refundable deposit and the deposit
            will be paid to the Debtors in the event that the
            successful bidder at the Auction fails to close the
            sale transaction.  If the Court approves a competing
            bid and the transactions contemplated are consummated,
            the earnest money deposit posted by the successful
            bidder will be used to pay the contemplated Break-Up
            Fee to the Manchester and the balance will be applied
            to the purchase price to be paid by the successful
            bidder.  If the Debtors accept a competing bid, they
            will, within 24 hours of the Sale Hearing, return the
            Deposit to Manchester, except to the extent that
            Manchester is the second highest or best bidder, in
            which event, the Deposit will be held until the
            closing date of the transactions with the successful
            bidder;

    (d) The Initial Overbid Increment for competing bids for the
        Kannapolis Property will be $300,000.  Successive bidding
        increments will be $100,000.  Manchester will be entitled
        to credit the Break-Up Fee as part of any subsequent
        higher bid that it may submit at the Auction;

    (e) The Auction for the Property will be held on December 10,
        2004, at 2:00 p.m. at the offices of Debevoise & Plimpton,
        LLP, 919 Third Avenue, New York, New York 10022, or
        another place as the Debtors will notify all Qualified
        Bidders.  At the Debtors' sole discretion, and upon
        request of any Qualified Bidder, arrangements may be made
        for telephonic participation in the Auction.  If, however,
        no Qualified Competing Bid is received by the bid
        deadline, then Manchester will be the successful bidder
        for the Kannapolis Property, the Letter of Intent and the
        definitive agreements implementing the contemplated
        transactions will be the successful bid, and the Debtors
        will seek approval and authority of and authority to
        consummate the transactions.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts. (Pillowtex Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


RCN CORPORATION: Has Until Jan. 17 to Decide on Lease Dispositions
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extends the period within which RCN Corporation and its debtor-
affiliates can elect to assume, assume and assign or reject
executory contracts and unexpired leases through and including the
earlier of the effective date of the Plan or January 17, 2005.

As reported in the Troubled Company Reporter on Oct. 5, 2004, the
Debtors are parties to certain unexpired non-residential real
property leases.  The Unexpired Leases involve agreements under
which the Debtors lease space to house their hub sites and other
telecommunications equipment.  The telecommunications equipment
that is housed on the premises covered by the Unexpired Leases
plays an essential role in the Debtors' ability to continue to
provide telecommunications services to their customers.

Pursuant to Section 365(d)(4) of the Bankruptcy Code, a debtor's
unexpired leases that are not assumed or voluntarily rejected
within the initial 60 days of a Chapter 11 case, and are not the
subject of a motion filed before the expiration of the 60th day
to extend the statutory period, are deemed rejected. The court,
however, can extend the debtor's Lease Decision Period for cause.

D. Jansing Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in New York, told Judge Drain that the Debtors' decision to
assume or reject the Unexpired Leases, as well as the timing of
the assumption or rejection, depends in large part on whether
their Plan of Reorganization is confirmed and ultimately
consummated.  Mr. Baker also notes that RCN Cable TV of Chicago,
Inc., and 21st Century Telecom Services, Inc., which are not
proponents of the Plan, are parties to potentially valuable
Unexpired Leases. Hence, the Debtors' ability to assume or
reject their Unexpired Leases must be preserved.

Mr. Baker assured the Court that the extension will not prejudice
the Lessors to the Unexpired Leases.  The Debtors are moving
rapidly towards the solicitation, confirmation and consummation
of the Plan. Accordingly, the Lessors should know within the
coming months whether their Unexpired Leases will be assumed or
rejected.

The extension will also provide RCN Chicago and 21st Century
Telecom with sufficient time to review their Unexpired Leases.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


RYERSON TULL: S&P Revises Outlook on Low-B Ratings to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ryerson
Tull Inc. to negative from stable, and affirmed its 'BB-'
corporate credit and 'B' unsecured debt ratings on the metals
processor and distributor. Chicago, Illinois-based Ryerson had
about $485 million in debt at September 30, 2004.

These actions follow the company's recent announcement of a
definitive agreement to purchase Integris Metals Inc., a large
North American metals distributor, in a debt-financed transaction
for $660 million (including assumed debt).

"The outlook revision reflects concerns regarding the relatively
high EBITDA multiple of 7.9x that Ryerson is paying for Integris,"
said Standard & Poor's credit analyst Paul Vastola.

The acquisition will result in a significant increase in its debt
and more than offset expected benefits to its business risk
profile.  Standard & Poor's anticipates that over the intermediate
term the company will take actions to reduce its aggressive debt
leverage, but inability to do so would result in a ratings
downgrade.

The ratings on Ryerson reflect the significant volatility
associated with its markets and cash flows and its aggressive
financial policies, which more than offset the benefits from its
leading national position in the metals processing and
distribution markets and currently favorable industry
conditions.

Ryerson now holds an estimated 10% market share of the processing
and distribution industry in the U.S., with about $2.9 billion of
revenues for the 12 months ended September 30, 2004.  The industry
is highly fragmented, with the top five players currently
controlling about 30% of the market and numerous regional and
smaller players making up the balance.

The proposed acquisition of Integris would bolster Ryerson's
position as the largest industry player.  The combined company
would have revenues approaching $5 billion and an estimated market
share of about 17%, which is about double that of the next largest
company.

Although being an industry leader has not previously translated
into superior performance, the company should be better positioned
to meet increasing challenges posed by its large customers and
suppliers, who are also rapidly consolidating.

Integris will also enhance Ryerson's position in Canada and in
aluminum and stainless steel products, which currently generate
about 85% of Integris' sales, lessening Ryerson's concentration of
sales in the more competitive and volatile flat-rolled steel
product segment.

Although an acquisition of this magnitude does pose some
integration challenges, the two companies appear to have only a
modest overlap of customers and a good complement of facility
locations.  The transaction is expected to be completed by early
2005, subject to customary closing conditions and regulatory
approval.


SI CORPORATION: Asks S&P to Withdraw Low-B Corp. & Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit and 'B' senior secured debt ratings on SI Corporation at
the company's request.

Prior to the rating action, the ratings and stable outlook
reflected concerns surrounding the company's very aggressive
financial position, which is characterized by a heavy debt burden,
and operating results that are vulnerable because of substantial
customer concentration and volatile raw-material costs.

These factors are somewhat mitigated by a solid market share
within the large flooring solutions unit, improved focus on
product quality and efficiency, and an increased emphasis on
product innovation and line extensions.

Chattanooga, Georgia-based SI Corporation is a producer of
polypropylene-woven fabrics and fibers for the furnishings,
construction, environmental, and agricultural industries.


SOLSTICE ABS: Fitch Pares Preferred Shares' Rating to B from BB-
----------------------------------------------------------------
Fitch Ratings affirms one tranche of Solstice ABS CDO Ltd:

    -- $222,925,179 class A notes affirmed at 'AAA';

Additionally, Fitch downgrades three tranches of Solstice ABS CDO
Ltd:

    -- $50,000,000 class B notes to 'AA-' from 'AA';
    -- $10,605,472 class C notes to 'BBB' from 'A-';
    -- $13,250,000 preferred shares to 'B' from 'BB-'.

Solstice ABS CDO Ltd is a collateralized debt obligation -- CDO --
managed by Rabobank International.  The CDO was established in
April 2001 to issue approximately $300 million in notes and
preference shares.  The proceeds were utilized to purchase an
investment portfolio consisting primarily of CDOs, residential
mortgage-backed securities -- RMBS, commercial mortgage-backed
securities -- CMBS, asset-backed securities -- ABS, corporate debt
securities, and real estate investment trusts -- REITs.

Payments are made semi-annually and the reinvestment period ended
in May, 2004.  In conjunction with the review, Fitch discussed the
current state of the portfolio with the asset manager and their
portfolio management strategy considering the reinvestment period
has ended.

Since the last rating action in February 2003, the class A
overcollateralization -- OC -- ratio decreased from 132.3% to
118.5%, the class B OC ratio decreased from 108.3% to 96.8%, and
the class C OC ratio decreased from 104.4% to 93.2%, as reported
on the Sept. 30, 2004, trustee report.  Subsequently, classes A,
B, and C OC ratios are currently failing their equivalent tests of
120%, 105%, and 125%, respectively.

Overall, the portfolio has experienced negative performance
through impaired and defaulted assets, along with a negative
change to the weighted average rating factor.  Since the last
rating action, assets rated below 'BBB-' have increased from
approximately 12% to over 25% of Solstices' outstanding collateral
debt securities.

Solstices' portfolio did not include any defaulted assets when
last reviewed in February 2003; however, the number has increased
to more than 4.5% of the total collateral debt securities or
approximately $13 million, as of the most recent trustee report.
Additionally, as of the most recent distribution date in May 2004,
the class C notes failed to pay all interest due and are currently
PIKing.

Accordingly, Fitch has determined that the ratings assigned to all
rated securities, as indicated above, reflect the current risk to
noteholders.

The ratings of the classes A and B notes address the timely
payment of interest and the ultimate payment of principal.  The
rating assigned to the class C notes addresses the ultimate
receipt of interest and the stated principal amount by the final
maturity date.  The rating of the preferred shares addresses the
ultimate payment of the initial preference share rated balance and
the ultimate payment of a yield on the preference share rated
balance equal to a contingent annual coupon of 3%.

Fitch will continue to monitor and review this transaction for
future rating adjustments as needed.  Additional deal information
and historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com.


STELCO INC: Has Until Nov. 18 to Assure DaimlerChrysler of Supply
-----------------------------------------------------------------
Stelco Inc. (TSX:STE) and United Steelworkers of America Local
8782 jointly welcome the agreement reached with DaimlerChrysler to
provide Stelco with an extension to its original deadline of
October 31, 2004 to November 18, 2004 for providing assurances
regarding security of steel supply.

Courtney Pratt, President and Chief Executive Officer, Stelco
Inc., said, "We are very pleased that the Company has been able to
reach this agreement with DaimlerChrysler, one of our most valued
customers.  This extension gives us the necessary time to continue
our bargaining with Local 8782, and to work toward providing the
assurances that our customers need."

Bill Ferguson, President of USWA Local 8782 said, "This is welcome
news for us.  We've been working hard at the negotiating table for
the past several weeks to come to a successful conclusion for our
members."

Contract negotiations between the Company and Local 8782 are
continuing.  The Company and the Local agree that the discussions,
while difficult at times, are going well.  Both parties believe
that a successful conclusion to the negotiations is achievable.

                          About Stelco

Stelco, Inc. -- http://www.stelco.ca/-- which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  Consolidated net sales in
2003 were $2.7 billion.


STRUCTURED ADJUSTABLE: Fitch Rates Classes B6 & B7 Low-B
--------------------------------------------------------
Structured Adjustable-Rate Mortgage Loan Trust's pass-through
certificates, series 2004-17, are rated by Fitch Ratings:

     -- $325,224,100 classes A1, A1X, A2, A2X, A3 and R senior
        certificates 'AAA';

     -- $8,989,000 class B1 'AA';

     -- $3,172,000 class B2 'AA';

     -- $3,701,000 class B3 'A';

     -- $1,762,000 class B4 'A';

     -- $2,820,000 class B5 'BBB';

     -- Notional balance class BX 'BBB'.

     -- $2,996,000 privately offered class B6 'BB';

     -- $1,233,000 privately offered class B7 'B'.

The 'AAA' rating on the senior certificates reflects the 7.75%
subordination provided by:

          * the 3.45% class B1 and B2,
          * the 1.55% class B3 and B4,
          * the 0.80% class B5,
          * the 0.85% privately offered class B6,
          * the 0.35% privately offered class B7 and
          * the 0.75% privately offered class B8 certificates.

The ratings on the class B-1 to 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.  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 Aurora Loan Services, Inc., rated
'RMS2+' by Fitch.

As of the cut-off date, Oct. 1, 2004, the mortgage pool consists
of 1,143, adjustable-rate, conventional, fully amortizing
residential mortgage loans, substantially all of which have
original terms to stated maturity of 30 years.  The mortgage loans
provide for an interest rate adjustment based on the six-month
LIBOR index, the one-month LIBOR index, the one-year CMT index, or
the one-year LIBOR index.

Approximately 94.13% of the mortgage loans provide for interest-
only payments with an interest-only period for the first ten years
after origination.  The mortgage pool has an aggregate principal
balance of approximately $352,547,122, a weighted average original
loan-to-value ratio -- OLTV -- of 74.95% a weighted average coupon
(WAC) of 4.485%, a weighted average remaining term (WAM) of 359
months and an average balance of $308,440.

The mortgaged properties are primarily located in:

          -- California (44.31%),
          -- Florida (6.11%),
          -- Colorado (5.56%) and
          -- Georgia (5.51%).

All other states represent less than 5% of the pool as of the cut-
off date.  Aurora, GreenPoint and Colonial Savings, F.A. will
service approximately 61.07%, 38.61% and 0.32%, respectively, of
the mortgage loans.

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.

Structured Asset Securities Corporation, a special purpose
corporation, deposited the loans in the trust, which issued the
certificates.  For federal income tax purposes, an election will
be made to treat the trust fund as one or more real estate
mortgage investment conduits -- REMICs.  JPMorgan Chase Bank will
act as trustee.


STRUCTURED ASSET: Fitch Puts Low-B Ratings on Classes B-4 & B-5
---------------------------------------------------------------
Structured Asset Mortgage Investments II Inc. prime mortgage
trust, mortgage pass-through certificates, series 2004-2, is rated
by Fitch Ratings:

     -- Classes A-1 through A-6, PO, X-1 and R-I ($212,624,711
        senior certificates) 'AAA';

     -- Class B-1 ($1,618,000) 'AA';

     -- Class B-2 ($431,000) 'A';

     -- Class B-3 ($323,000) 'BBB';

     -- Privately offered class B-4 ($215,644) 'BB';

     -- Privately offered class B-5 ($215,644) 'B'.

The 'AAA' rating on the senior certificates reflects the 1.40%
subordination provided by:

          * the 0.75% class B-1,
          * the 0.20% class B-2,
          * the 0.15% class B-3,
          * the 0.10% privately offered class B-4,
          * the 0.10% privately offered class B-5, and
          * the 0.10% privately offered class B-6 (not rated by
            Fitch).

Rates of classes based on their respective subordination:

          -- B-1 'AA',
          -- B-2 'A',
          -- B-3 'BBB',
          -- B-4 'BB', and
          -- B-5 'B'.

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
servicing capabilities of Wells Fargo Bank, National Association,
rated 'RPS1' by Fitch.  Wells Fargo Bank, NA, rated 'RMS1' by
Fitch, will also act as master servicer.

The certificates represent, in the aggregate, the entire
beneficial ownership interest in the trust.  The mortgage loans
consists of 15-year fixed-rate mortgage loans totaling
$215,643,859 as of the cut-off date (Oct. 1, 2004), secured by
first liens on one- to four-family residential properties.

The mortgage pool demonstrates an approximate weighted-average
loan-to-value ratio -- OLTV -- of 59.57%.  The weighted average
FICO credit score is approximately 740.  Cash-out refinance loans
represent 18.71% of the mortgage pool and second homes 12.76%.
The average loan balance is $535,096.

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

          * California (39.56%),
          * New York (10.62%), and
          * New Jersey (4.12%).

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.

Structured Asset deposited the loans in the trust, which issued
the certificates, representing undivided beneficial ownership in
the trust.  For federal income tax purposes, an election will be
made to treat the trust as three separate real estate mortgage
investment conduits -- REMICs.  U.S. Bank National Association
will act as trustee.


SUMMIT WASATCH: U.S. Trustee Meeting Creditors on November 4
------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of Summit
Wasatch, L.L.C.'s creditors at 10:00 a.m., on November 4, 2004, at
the Office of the U.S. Trustee, #9 Exchange Place, Boston
Building, Suite 100, in Salt Lake City, Utah.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Tremonton, Utah, Summit Wasatch, L.L.C., filed
for chapter 11 protection (Bankr. D. Utah Case No. 04-35773) on
September 28, 2004.  Howard P. Johnson, Esq., in Salt Lake City,
Utah, represents the Company in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
estimated assets of more than $10 million and estimated debts of
more than $1 million.


TENET HEALTHCARE: Selling Two St. Louis Hospitals to Argilla
------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) reported that several of
its subsidiaries entered into a definitive agreement to sell two
acute care hospitals in St. Louis to Argilla Healthcare, Inc.  The
hospitals are:

   * Forest Park Hospital, a 450-bed acute care hospital, and

   * St. Alexius Hospital, consisting of:

     -- St. Alexius Hospital - Broadway Campus, a 203-bed acute
        care hospital, and

     -- St. Alexius Hospital - Jefferson Campus, a 408-bed
        specialty facility.

Net after-tax proceeds, including the liquidation of working
capital, are estimated to be approximately $42 million.  The
company expects to use the proceeds of the sale for general
corporate purposes.

Argilla Healthcare, Inc., is a newly established health care
company operated by Tom Reardon, a former executive with Cambio
Health Solutions, LLC, a health care turnaround company.  Argilla
intends to enter into a full-service management contract with
Doctors Community Healthcare Corporation, based in Scottsdale,
Ariz., to operate the St. Louis facilities.  DCHC owns and
operates four similar urban hospitals dedicated to providing
quality health care to communities in Chicago, Washington, D.C.,
and Southern California.  These include 482-bed Michael Reese
Hospital in Chicago, 450-bed Greater Southeast Community Hospital
and 160-bed Hadley Memorial Hospital in Washington, D.C. and
285-bed Pacifica Hospital of the Valley in Southern California.

As part of the agreement with Tenet, Argilla has committed to
offer employment to substantially all employees of the two
hospitals.  Argilla also intends to continue to operate the two
hospitals as full-service, acute care facilities.  The sale is
expected to be complete by November 30, subject to regulatory
approvals.

"Both of these hospitals are important community resources and we
are pleased to transfer ownership to a buyer with extensive health
care experience who intends to continue to operate them as full-
service, acute care hospitals," said W. Randolph Smith, president
of Tenet's former Western Division, who is overseeing the
company's previously announced divestiture program.  "This
agreement fulfills our commitment to the St. Louis community to
find a qualified buyer who will continue to operate these
hospitals as acute care facilities.  This transaction is yet
another indication of the progress we are making in completing our
divestiture program."

The two St. Louis hospitals are among 27 hospitals Tenet announced
it was divesting on Jan. 28, 2004.  With today's announcement,
Tenet has either entered into definitive agreements to sell, or
completed the divestiture of, 20 of the 27 facilities.
Discussions and negotiations with potential buyers for the
remaining seven hospitals slated for divestiture are ongoing.

Below is a summary of previously announced transactions:

   -- In June, a Tenet subsidiary completed the sale of
      Brownsville Medical Center in Brownsville, Texas, to Valley
      Baptist Health System.  Net after-tax proceeds, including
      the liquidation of working capital, are estimated to be
      approximately $68 million.

   -- In July, several Tenet subsidiaries entered into a
      definitive agreement to sell four hospitals in the East Los
      Angeles area to AHMC Inc.  Estimated net after-tax proceeds,
      including the liquidation of working capital, are estimated
      to be approximately $95 million.  That transaction is
      expected to be complete by October 31.

   -- Also in July, a Tenet subsidiary returned 232-bed Doctors
      Medical Center - San Pablo in San Pablo, California, to the
      West Contra Costa Health Care District, the entity from
      which the company had been leasing the facility.

   -- In August, Tenet announced that several of its subsidiaries
      were transferring ownership of three West Los Angeles-area
      hospitals to Centinela Freeman HealthSystem, a new
      community-based health care delivery network in Los Angeles.
      In agreement with the new owner, terms of the transaction
      were not immediately disclosed.  That transaction is
      expected to be complete in November, subject to regulatory
      approvals.

   -- Also in August, a Tenet subsidiary completed the sale of
      Doctors Hospital of Jefferson in Metairie, Lousiana, to East
      Jefferson General Hospital.  Net after-tax proceeds,
      including the liquidation of working capital, are estimated
      to be approximately $33 million.

   -- In September, a Tenet subsidiary entered into a definitive
      agreement to sell 225-bed Midway Hospital Medical Center in
      Los Angeles to Physicians of Midway, Inc.  Net after-tax
      proceeds, including the liquidation of working capital, are
      estimated to be approximately $11 million.  The transaction
      is expected to conclude following completion of normal
      regulatory requirements.

   -- Also in September, several Tenet subsidiaries entered into a
      definitive agreement to sell four acute care hospitals in
      Orange County, California, to Costa Mesa-based Integrated
      Healthcare Holdings, Inc.  Net after-tax proceeds, including
      the liquidation of working capital, are estimated to be
      approximately $72 million.  The transaction is expected to
      be complete by Nov. 30, subject to customary regulatory
      approvals.

   -- In October, several Tenet subsidiaries entered into a
      definitive agreement to sell three acute care hospitals in
      Massachusetts to a subsidiary of Vanguard Health Systems,
      Inc.  Net after-tax proceeds, including the liquidation of
      working capital, are estimated to be approximately $167
      million.  The sale is expected to be completed by Dec. 31,
      subject to regulatory approvals and certain other closing
      conditions.

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates acute care hospitals and related health care services.
Tenet's hospitals aim to provide the best possible care to every
patient who comes through their doors, with a clear focus on
quality and service.  Tenet can be found on the World Wide Web at
http://www.tenethealth.com/

                         *     *     *

As reported in the Troubled Company Reporter on June 21, 2004,
Standard & Poor's Ratings Services said that the ratings and
outlook on Tenet Healthcare Corp. (B/Negative/--) will not be
affected by an increase in the size of the company's new
senior unsecured note issue due in 2014, to $1 billion from
$500 million.  Tenet used $450 million of the proceeds to repay
debt due in 2006 and 2007, and the balance will be retained in
cash reserves.  Despite the additional debt and interest costs,
Standard & Poor's considers the additional liquidity provided by
the cash, as well as the effective extension of maturities, to be
offsetting factors.  The ratings already consider expectations of
weak operating performance and cash flow over the next year while
the negative outlook incorporates the risk of ongoing litigation
and investigations related to the hospital chain's operations.


THISTLE MINING: Standard Bank Sends Default Notice
--------------------------------------------------
Thistle Mining Inc. (TSX: THT and AIM: TMG) disclosed last week
that it received written notification of default from Standard
Bank on its credit facilities.  "The Company is currently in
discussions with the Bank to remedy this situation," the Company
says.

Thistle Mining -- http://www.thistlemining.com-- says its goal is
to become one of the fastest gold mining growth operations in the
world.  Thistle has focused on acquiring companies with
established reserves and will not be developing green field sites.
The company operations in South Africa and Kazakhstan are in
production, while the Masbate project in the Philippines is
forecast to commence production in the latter half of 2005.

At June, 2004, the Company owed $5.6 million to Standard Bank
under its credit facility.  The Company also has $24 million of
10% convertible loan notes outstanding.  The Toronto-based company
has posted recurring losses since 1999.


TOWER AUTOMOTIVE: S&P Places B+ Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and other ratings on Tower Automotive Inc. and
related entities on CreditWatch with negative implications.  This
action followed release by Tower of its third-quarter financial
results.

"Third-quarter EBITDA fell short of previous expectations, and the
company has lowered its EBITDA guidance for the fourth quarter
from its previous guidance," said Standard & Poor's credit analyst
Daniel DiSenso.

"Tower's financial profile will likely remain weak for an extended
period, as it will take time for management to turn the business
around.  Ratings will be lowered if it appears that the timing for
improving earnings and cash flow generation and strengthening
credit protection measures will be substantially delayed."

Novi, Michigan-based Tower is a major supplier of automotive
structural components and assemblies and had total debt (including
off-balance sheet operating leases and accounts receivable
financing, and treating its convertible trust preferred stock as
equity-like) at September 30, 2004, of about $1.7 billion.

Tower's operating results are being adversely affected by a number
of factors including:

   -- continued high steel costs,

   -- reductions in production volumes on key North American
      platforms, and

   -- higher-than-planned program launch costs

Consequently, gross margins on value-added revenues declined to
5.2% in the third quarter of 2004 and 8.1% for the year-to-date
period through September, down from 6.5% and 10.1% in the year-
earlier periods, respectively.

While the company is achieving benefits from cost-reduction
initiatives in North America, those benefits are being partially
offset by performance issues at its Ghent, Belgium, manufacturing
facility.

Tower's liquidity is adequate to fund near-term requirements,
assuming the company will succeed in negotiations to obtain a new
$200 million accounts receivable securitization program to replace
existing programs with automotive original equipment manufacturers
that are being phased out over the next three months.

Ratings will be lowered if it appears that the timing for
improving earnings and cash flow generation and strengthening
credit protection measures will be substantially delayed.


TRI-UNION: Court Authorizes Appointment of Plan Committee
---------------------------------------------------------
The Honorable Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, approved Tri-Union
Development Corporation and its debtor-affiliate's request to
appoint a Plan Committee to oversee the implementation of the
Debtors confirmed Fourth Amended Plan of Reorganization.

The Debtors' Plan was confirmed by the Court on Sept. 30, 2004.  A
copy of the Plan is available for a fee at:

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


The Debtors selected three members to serve in the Committee:

          Robert McKenzie
          Key Energy Services, Inc.
          6 Desta Drive, Suite 5900
          Midland, Texas 79705

          Brad A. Adams
          Oil & Gas Rental Services, Inc.
          228 Street Charles Avenue, Suite 814
          New Orleans, Los Angeles 70130

          Travis Black
          Jefferies & Company, Inc.
          Two Houston Center
          909 Fannin, Suite 3100
          Houston, Texas 77010

Headquartered in Houston, Texas, Tri-Union Development Corporation
is an independent oil and natural gas company engaged in the
acquisition, development, exploration and production of oil and
natural gas properties.  The Company filed for chapter 11
protection on October 20, 2003 (Bankr. S.D. Tex. Case No. 03-
44908).  Charles A Beckham, Jr., Esq., Eric B. Terry, Esq., JoAnn
Lippman, Esq., and Patrick Lamont Hughes, Esq., at Haynes & Boone
represent the Debtors in their restructuring efforts.  As of March
31, 2003, the Debtors listed $117,620,142 in total assets and
$167,519,109 in total debts.


TRUMP HOTELS: Selects Beal Bank for $100 Million Interim Financing
------------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., (OTCBB: DJTC.OB) selected
Beal Bank as the sole lead arranger for a $100 million interim
financing which is expected to be funded as part of the Company's
recapitalization plan announced on October 21, 2004.  Proceeds
from the Financing, which will be secured by a lien on
substantially all of the Company's assets, are expected to be used
to fund certain business costs, including capital expenditures,
wages, trade and vendor contracts and leases.

Donald J. Trump, the Company's Chairman and Chief Executive
Officer, commented on the Company's selection, "We are pleased
with our selection of Beal Bank to lead our Financing.  Andy Beal
has created an impressive franchise, and we are very proud to have
them as our financial partners."  Scott C. Butera, the Company's
President and Chief Operating Officer, added, "This process for
selecting a financial institution to lead our Financing was
extremely competitive, and we are very pleased with the outcome.
Beal Bank, who has been a significant investor in our Company and
the gaming industry, is one of the most creative lenders with whom
I have worked.  Their team fully understands and supports our
current and future business objectives.  We look forward to
working with Beal Bank on the Financing, as well as future
transactions."

Andy Beal, Beal Bank's Chairman and Chief Executive Officer,
stated, "We appreciate the opportunity to work with an outstanding
company driven by one of America's leading entrepreneurs." Jacob
Cherner, the President of CSG Investments, Inc. (Beal Bank's
wholly owned advisor), went further to say, "We were very
aggressive in our structuring of the Financing due to our deal
team's confidence in the Company's excellent management abilities
and significant assets. "

                        About Beal Bank

Beal Bank was founded in 1988 and is designated a wholesale bank.
Beal Bank is headquartered near Dallas, Texas, with affiliate
offices in New York City, Las Vegas, and California.  With
commercial real estate financing as its core business, Beal Bank's
capitalization has grown to over $1.5 billion as of June 30, 2004,
with assets of more than $7.0 billion in numerous industries
including aircraft, power, timber, retail and gaming.

Beal Bank traditionally provides fixed assets financing with
limited or no financial covenants.  Syndication risk is eliminated
due to Beal Bank's ability to solely fund its loans and hold them
to maturity.

Through its subsidiaries, Trump Hotels & Casino Resorts, Inc.,
owns and operates four properties and manages one property under
the Trump brand name.  Trump Hotels' 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.  Trump Hotels is separate
and distinct from Mr. Trump's real estate and other holdings.

                         *     *     *

As reported in the Troubled Company Reporter on October 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.


UNITED AIRLINES: Warns of Looming DIP Financing Covenant Breach
---------------------------------------------------------------
UAL Corporation (OTCBB: UALAQ.OB), the holding company whose
primary subsidiary is United Airlines, believes that record high
fuel prices coupled with continued weakness in the revenue
environment point to the strong possibility that the carrier will
not be able to comply with the Club Facility's EBITDAR covenant in
the fourth quarter.  Under the current terms of the Club Facility,
failure to comply with the EBITDAR covenant would constitute a
default of the Club Facility, UAL says.  UAL confirms that it is
currently in discussions with the Club Facility lenders regarding
this situation.

                 Latest DIP Financing Amendment

An Eighth Amendment to the Club DIP Facility, signed in
August 2004, extended the Maturity Date of the Club DIP Facility
to June 30, 2005, subject to a further extension to September 30,
2005, by an affirmative vote of the Club DIP Lenders.

The Club DIP Lenders increased the term loan under the Club DIP
Facility to $800,000,000, resulting in an aggregate increase of
$500,000,000 over the then-current commitment, restoring the total
commitment to $1,000,000,000.  The Club DIP Lenders also permit a
$300,000,000 "overadvance" on the borrowing base.

When the Debtors signed the Eighth Amendment, they promised the
DIP Lenders that EBITDAR would be no less than:

                                            Minimum
            For the Rolling 12-Month       Cumulative
            Period Ending                   EBITDAR
            ------------------------    --------------
            September 30, 2004          $1,377,000,000
            October 31, 2004             1,373,000,000
            November 30, 2004            1,281,000,000
            December 31, 2004            1,224,000,000
            January 31, 2005             1,206,000,000
            February 28, 2005            1,169,000,000
            March 31, 2005               1,200,000,000
            April 30, 2005               1,200,000,000
            May 31, 2005                 1,200,000,000

The Debtors confirm that EBITDAR for rolling 12-month period
ending September 30, 2004, was greater than $1.377 billion.  The
Debtors warn they will not meet the October, November, or December
EBITDAR targets, and are looking to the DIP Lenders for a Ninth
Amendment that will relax these requirements.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


UAL CORP: Judge Wedoff Okays Sale of Orbitz Shares for $185 Mil.
----------------------------------------------------------------
Orbitz Inc., a Delaware corporation, is a leading online travel
company that allows users to search for and purchase a broad
array of travel products, including airline tickets, lodging,
rental cars, cruises and vacation packages.  UAL Corporation and
its debtor-affiliates own 6,733,847 Class B shares of Orbitz
common stock.

Since its launch in June 2001, Orbitz has experienced substantial
success, becoming the third largest travel agency in the United
States.  Using Orbitz, consumers can search over 2 billion fares,
flights on more than 455 airlines and rates at over 45,000
lodging properties and 23 car rental firms.

In December 2003, Orbitz conducted an initial public offering.
In a 2003 secondary offering, the Debtors sold a portion of their
Orbitz holdings for $26 per share, generating proceeds of
$64,900,000.  The Debtors retained Orbitz shares that were
subject to a lock-up agreement that expired on June 13, 2004.

On September 29, 2004, Cendant announced a cash tender offer of
$27.50 per share for all Orbitz shares.  The Offer will be
effected through two simultaneous offers -- one for publicly held
Class A shares and one for Class B shares, which are held by the
airlines that founded Orbitz.  The Offer is expected to close in
November 2004.

Robertson Acquisition Corporation, an indirect, wholly owned
subsidiary of Cendant, will be the acquiring entity.  After the
Offer, RAC will merge with and into Orbitz, at which time the
separate existence of RAC will cease and Orbitz will survive as a
wholly owned subsidiary of Cendant.

The Debtors expect to receive about $185,180,700 in cash.  Of
this amount, 25% will be used to pay down the DIP Financing
Facility and 75% will be used to finance the Debtors' business
operations.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the Court
that Credit Suisse First Boston, financial advisor to Orbitz, and
Merrill Lynch & Co., financial advisor to a special committee of
Orbitz independent directors, each conducted an evaluation of the
Offer.  The Airline Founders also engaged separate counsel who
independently reviewed the Offer.  All parties concluded that the
consideration offered is fair to Orbitz stockholders.

The Offer represents a premium of $47,002,250, or 34%, above what
the Debtors could obtain for their Orbitz shares on the open
market, based on Orbitz share price on September 22, 2004.

The Debtors seek the Court's permission to sell their shares in
Orbitz.

                          PBGC Responds

About a year ago, the Debtors sold a portion of their Orbitz
holdings.  To effectuate this divestiture and minimize taxes, the
Debtors completed two intercompany transactions.  UAL Loyalty
Services transferred its Orbitz Interest as a dividend to UAL
Corporation.  Then, UAL made a capital contribution of the Orbitz
Interests to United Air Lines, Inc.  To protect the interests of
ULS' creditors, the Court included a superpriority administrative
claim against UAL for the fair value of the Orbitz Interests that
ULS lost in the intercompany transfer.

James J. Keightley, General Counsel at the Pension Benefit
Guaranty Corporation, in Washington, D.C., reminds the Court that
by virtue of its $8,300,000,000 joint and several claim against
each of the Debtors, the PBGC is the dominant creditor of ULS.
The PBGC is vitally interested in ensuring that ULS' interests
are protected in this asset sale.  Just as ULS received a
superpriority administrative claim previously, the PBGC wants any
Order approving the Orbitz sale to explicitly restate and clarify
that ULS' interests will be safeguarded in this transaction.

Mr. Keightley emphasizes that the PBGC does not object to the
Orbitz sale or use of the proceeds to pay down DIP Financing.
However, there must be a provision in any Order that protects ULS
and its creditors, like the superpriority administrative claim.
With Cendant's offering price of $250,100,000 known, the Court
should set the claim precisely at this amount.

                        Debtors Talk Back

The Debtors are willing to provide the PBGC with a superpriority
administrative claim, subordinate to the claims of the DIP
Lenders against United Air Lines.  While the PBGC wants this
claim set at $250,100,000, James H.M. Sprayregen, Esq., at
Kirkland & Ellis, says that any claim is subject to a number of
offsets, including the value of any benefits ULS received:

   (1) from the intercompany transfer of the Orbitz stock from
       ULS to United; and

   (2) through the reduction in ULS' liability under the Debtors'
       DIP Facility resulting from use of the Orbitz stock sale
       proceeds to pay down the DIP Facility.

ULS' claim will ultimately have to be liquidated, but in the
interim, the PBGC is adequately protected, Mr. Sprayregen
insists.

                         *     *     *

Judge Wedoff allows the Orbitz sale to proceed.  He rules that
ULS is entitled to a superpriority administrative claim against
United for the fair value of the Orbitz interests, less any
corresponding benefits to ULS.  The superpriority claim will be
subordinate in priority, order of payment and all other regards
to the interest and claims under the DIP Financing.  The fair
value and benefits will be determined by agreement between the
Debtors and the PBGC, or by the Court at a later date.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED AGRI: IPO Notice Cues S&P to Place B Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on crop protection and agricultural products distributor
United Agri Products Inc. and parent company UAP Holding
Corporation on CreditWatch with positive implications.  At August
29, 2004, the Greeley, Colorado-based United Agri Products' had
about $493 million in debt outstanding.

The CreditWatch placement follows UAP Holding's announcement that
it has terminated its proposed offering of Income Deposit
Securities -- IDS.  Instead UAP Holding will pursue an initial
public offering of 23.4 million shares of common stock.  It is
currently anticipated that the price per share will be between
$15.00 and $17.00.

Proceeds from the offering will be used:

   -- to repurchase the outstanding $21.5 million series A
      redeemable preferred stock held by ConAgra Foods Inc.
      (BBB+/Stable/A-2),

   -- to fund an approximate dividend of $305 million to its
      current shareholders Apollo Management L.P. and its
      affiliates, and

   -- to use about $25.0 million for general corporate purposes

"We will resolve the CreditWatch listing following the completion
of the IPO and a meeting with management.  The review, which could
result in a one-notch upgrade, the rating level prior to the now-
canceled IDS transaction, will focus on management's financial
policies following the IPO and an evaluation of the firm's
operating prospects," said Standard & Poor's credit analyst Ronald
Neysmith.


URBAN COMM: Triton PCS Offers $113 Million to Buy 20 Licenses
-------------------------------------------------------------
Triton PCS Holdings Inc., has offered $113 million in cash to buy
20 PCS licenses held by Urban Comm-North Carolina, Inc.  Urban
Urban Comm-North Carolina is owned by Urban Communicators PCS
Limited Partnership, which is a debtor-in-possession in an
on-going chapter 11 proceeding, and holds 23 PCS licenses issued
by the FCC.  The licenses were purchased from the FCC for
$98 million in 1996, but never paid for.

Urban Communicators PCS Limited Partnership filed for chapter 11
protection on November 5, 1998 (Bankr. S.D.N.Y. Case No. 98-B-
47996).  Charles E. Simpson, Esq., at Windels, Marx, Davies &
Ives, represents the Company.  When Triton filed for chapter 11
protection it disclosed $9.8 million in assets and $21.8 million
in liabilities.  The company's bankruptcy petition disclosed
$17.2 million in secured debt and identified Gabriel Capital, LP,
as its largest unsecured creditor, owed $10,508,835.


VARTEC TELECOM: Files for Chapter 11 Protection in Northern Texas
-----------------------------------------------------------------
VarTec Telecom, Inc., filed for Chapter 11 bankruptcy protection
to restructure and reorganize the telecommunications company.

VarTec officials say the move, which includes all its domestic
subsidiaries, was necessary to continue as a viable company but
will have no impact on its customers.  VarTec is seeking financing
from its primary secured creditor, Rural Telephone Finance
Cooperative, to continue business operations.  The company also
announced it is working to provide independent representatives who
make up the company's Excel MLM sales channel other business
opportunities.

"Because of our debt level and competitive pressures in the
industry, we had to look at every option available to seek a
return to profitability," said David G. Walsh, Chief Restructuring
Officer of VarTec.  "This step gives us liquidity and the
opportunity to reposition and reinvigorate the new company.  But I
will say that the decisions, especially those related to Excel
have been extremely difficult.  We worked hard to preserve that
business model under VarTec, and it just couldn't be done."

Mr. Walsh also cited changes in the telecommunications regulatory
climate and the margin compression of its reseller business as
other reasons for filing.  In an effort to provide future
opportunities to its Independent Representatives of the Excel
business, the company is in discussions with a direct sales firm
to provide all Excel independent representatives an opportunity to
sell products in addition to Excel telecommunications products.
Mr. Walsh said the company expects day-to-day operations to
continue as usual during the reorganization and that management
has sought authority from the Bankruptcy Court to pay employees
and honor benefits without interruption or delay.  In addition,
the debtor in possession financing will be used to fund operations
including payments to vendors of the operating VarTec businesses
in
Chapter 11.

"We are a company with substantial revenues," said Mr. Walsh.
"Our goal is to once again be a lean, efficient business but we
have to get our cost structure right.  The bankruptcy protection
gives us time to simplify, reduce company obligations and return
to our core business."

As part of the restructuring and reorganization of the Company,
the current VarTec Board of Directors has resigned effective upon
the filing of the petition for bankruptcy protection and Michael
G. Hoffman has been elected and appointed to serve as the sole
member of the Board of Directors and has been named President and
CEO, replacing Chris Chelette.

The business units of VarTec Telecom, Inc. which have been placed
into Chapter 11 are VarTec Telecom, Inc. and all of its existing
domestic subsidiaries:

   * Excel Communications Marketing, Inc.,
   * Excel Management Services, Inc.,
   * Excel Products, Inc.,
   * Excel Telecommunications, Inc.,
   * Excel Telecommunications of Virginia, Inc.,
   * Excel Teleservices, Inc.,
   * Excelcom, Inc.,
   * Telco Communications Group, Inc.,
   * Telco Network Services, Inc.,
   * VarTec Business Trust,
   * VarTec Properties, Inc.,
   * VarTec Resources Services, Inc.,
   * VarTec Solutions, Inc.,
   * VarTec Telecom Holding Company,
   * VarTec Telecom International Holding Company, and
   * VarTec Telecom of Virginia, Inc.

None of VarTec's international subsidiaries are involved.  The
petitions for protection under Chapter 11 of the U.S. Bankruptcy
Code were filed on, November 1, in the United States Bankruptcy
Court for the Northern District of Texas, Dallas Division.  More
information about Chapter 11 bankruptcy cases for the United
States Bankruptcy Court for the Northern District of Texas can be
found at: http://www.txnb.uscourts.gov/

                   About VarTec Telecom, Inc.

VarTec Telecom, Inc. is a provider of local and long distance
service and is considered a pioneer in "dial around" long distance
service.  VarTec offers services to both residential consumers and
small business customers in the United States and select countries
around the world.


VARTEC TELECOM: Case Summary & 50 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: VarTec Telecom, Inc

Bankruptcy Case No.: 04-81694

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                         Case No.
      ------                                         --------
      Excel Communications Marketing, Inc.           04-81695
      Excel Management Service, Inc.                 04-81696
      Excel Products, Inc.                           04-81697
      Excel Telecommunications, Inc.                 04-81698
      Excel Teleservices, Inc.                       04-81699
      Excel Telecommunications of Virginia, Inc.     04-81700
      Excelcom, Inc.                                 04-81701
      Telco Network Services, Inc.                   04-81702
      VarTec Business Trust                          04-81703
      Telco Communications Group, Inc.               04-81704
      VarTec Resource Services, Inc.                 04-81705
      VarTec Solutions, Inc.                         04-81706
      VarTec Telecom International Holding Company   04-81707
      VarTec Properties, Inc.                        04-81708
      VarTec Telecom of Virginia, Inc.               04-81709
      VarTec Telecom Holding Company                 04-81710

Type of Business:  The Company is provider of local and long
                   distance service and is considered a pioneer
                   in promoting 10-10 calling plans.
                   See http://www.vartec.com/

Chapter 11 Petition Date: November 1, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsels: Daniel C. Stewart, Esq.
                   William L. Wallander, Esq.
                   Richard H. London, Esq.
                   Vinson & Elkins
                   3700 Trammell Crow Center
                   2001 Ross Avenue
                   Dallas, Texas 75201-2975
                   Tel: (214)220-7817
                   Fax: 214-999-7817

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Consolidated List of Debtors' 50 Largest Unsecured Creditors:

    Entity                     Nature Of Claim      Claim Amount
    ------                     ---------------      ------------
Teleglobe Inc.                 Acquisition Notes    $227,500,000
Attn: Chief Executive Officer  for Excel
11495 Commerce Park Drive
Reston, Virginia 20191
Tel: (703) 755-2000
Fax: (703) 755-2628

Steve Smith                    Alleged Commission    $20,000,000
c/o Kolodey, Thomas            Due from Teleglobe
Blackwood & Thomas
Attn: Tom Thomas
5910 North Central Expressway
700 Premier Place
Dallas, Texas 75206
Tel: (214) 953-0000

Verizon                        Trade Debt            $11,534,519
Attn: Lynn Bowes
3632 Roxboro Road
Durham, North Carolina 27704
Tel: (919) 317-5959
Fax: (919) 371-7839

Bell South                     Trade Debt             $7,082,753
Attn: Katrina Whitely
1 Chase Corporate Center
Suite 300
Birmingham, Alabama 35244
Tel: (205) 714-5851 ext. 7530
Fax: (205) 682-2627

MCI WorldCom                   Trade Debt             $6,212,639
Attn: Gina Forgione
Mail Drop 5.3-518
6929 North Lakewood Avenue
Tulsa, Oklahoma 74117
Tel: (918) 590-1963
Fax: (918) 562-1963

Regions Bank                   Alleged Deficiency     $5,838,647
Attn: Matthew Spencer          Following Lease
400 West Capital               Termination
Little Rock, Arkansas 72201
Tel: (501) 371-7000
Fax: (501) 371-8841

Qwest                          Trade Debt             $5,433,554
Attn: Megan Cristensen
250 East Bell Plaza, Room 609
Salt Lake City, Utah 84111
Tel: (800) 335-5672 ext. 4604
Fax: (801) 239-4149

Ameritech                      Trade Debt             $5,192,668
Attn: Donna Kern, 4075 Bay
Road C-103
Saginaw, Michigan 48603

Southwestern Bell              Trade Debt             $4,933,784
Attn: Manager Remittance
211 South Akard Room #1460
Dallas, Texas 75202

AT&T                           Trade Debt             $3,937,607
Attn: Steve Kouns
1001 East Fayette Street
Baltimore, Maryland 21202
Tel: (972) 778-2778
Fax: (972) 778-4460

GTE                            Trade Debt             $3,183,143
Attn: Missy Dean
2701 South Johnson
San Angelo, Texas 76904
Tel: (325) 944-5653

Bell Atlantic                  Trade Debt             $2,697,357
Attn: Lynn Bowes
3632 Roxboro Road
Durham, North Carolina 27704
Tel: (919) 317-5959
Fax: (919) 317-7839

US West                        Trade Debt             $2,667,338
Attn: Barbara Vallejo
250 East Bell Plaza, Room 609
Salt Lake City, Utah 84111
Tel: (800) 335-5672 ext. 4129
Fax: (801) 239-4149

Pacific Bell                   Trade Debt             $2,491,013
ATTN: Distribution, Room 1193,
2700 Watt Avenue
Sacramento, California 95821

Unipoint Holdings              Trade Debt             $1,732,639
Attn: Asmita Phadke
6500 River Place Boulevard
Building 2, Suite 200
Austin, Texas 78730
Tel: (512) 735-1200
Fax: (512) 735-1210

ZNET Communications, Inc.      Alleged Unpaid Monies  $1,628,916
Attn: Joseph M. Zeno           on Buildout Contract
19349 North 12th Street
Covington, Louisiana 70433

Century Tel                    Trade Debt             $1,182,836
Attn: Judy Cooper
100 Centurytel Drive
Monroe, Louisiana 71211
Tel: (318) 388-9862
Fax: (318)-388-9072

RNI Communications Corp.       Judgment Creditor for  $1,121,462
dba Rubicon Networks           Underlying Allegation
Attn: Robert D. Smith          of Fraud and Breach
75 Broad Street                of Telecommunications
2nd Floor, Suite 210           Services Agreement
New York, New York 10004
Tel: (212) 797-9500
Fax: (212) 797-9797

Alltel                         Trade Debt               $755,919
One Allied Drive 1269-B-4F03NA
Attn: Lee Ellito
Little Rock, Arizona 72202

Visionquest Marketing          Marketing Services       $754,619
Services, Inc
Attn: Chad Jenkins
PO Box 5304
Norman, Oklahoma 73070-5304

Frontier                       Trade Debt               $711,412
Attn: Debbie Wolke
14450 Burnhaven Drive
Burnsville, Minnesota 55306

NTS Communications             Trade Debt               $652,324
Attn: Barbara Andrews
5307 West Loop 589
Lubbock, Texas 79414

Specialty Outsourcing          Alleged Breach           $605,190
Solution Ltd.                  of Contract for
Attn: Jay Lankford             Telemarketing and
PO Box 23407                   In-Bound Customer
Waco, Texas 76702-3407         Service Support

Oracle Corp.                   Consulting Services      $598,992
Attn: Tiffany Lee
500 Oracle Parkway
Redwood Shores, California 94065

Citizens Communications        Consulting Services      $543,055
Attn: Debbie Wolke
14450 Burnhaven Drive
Burnsville, Minnesota 55306

Comdisco Inc.                  Trade Debt               $492,548
Attn: Michelle Motzkus
2312 Collection Center D
Chicago, Illinois 60693

Etelecare International        Trade Debt               $487,326
Attn: Peter Mikhalev
602 E. Huntington Dr., Suite H
Monrovia, California 91016

LM Data of Texas               Trade Debt               $478,896
Attn: Richard Frank
234 Venable Lane
Monroe, Louisiana 71203

Sprint Canada                  Trade Debt               $448,431
Attn: Jay Garcia
2235 Sheppard Avenue East
Atria II, Suite 600
Toronto, Ontario M2J 5G1

Level 3 Communications         Trade Debt               $340,843
Attn: Peggy Hurley
1025 Eldorado Boulevard
Broomfield, Colorado 80021

Broadwing                      Trade Debt               $329,707
Attn: Ernest Williams
1122 Capital of Texas Highway South
Austin, Texas 78746

Sybase Inc.                    Consulting Services      $322,408
c/o Bank of America
Attn: Remittance Processing
6000 Feldwood Road
College Park, Georgia 30349

Personix Houston               Printing Services        $319,121
P.O. Box 173879
Denver, Colorado 80217-3879

Cyber City Teleservices Ltd.   Call Center Services     $315,391
Attn: Gina Gopez
401 Hackensack Avenue
Hackensack, New Jersey 07601

Wyndham Anatole                Event Services           $300,612
Attn: D. Bradley Kent
2201 Stemmors Freeway
Dallas, Texas 75207

Oracle Corp.                   Consulting Services      $299,496
Attn: Tiffany Lee
500 Oracle Parkway
Redwood Shores, California 94065

Center Operating Company LP    Consulting Services      $273,181
Attn: P. Taggart
American Airlines Center
2500 Victory
Dallas, Texas 75219

Palmetto                       Trade Debt               $252,924
Attn: Accounts Payable
491 Lakeshore Parkway
Rockhill, South Carolina 29730

SNET                           Trade Debt               $249,047

Televista                      Call Center Services     $239,931

Tekvision                      Trade Debt               $235,198

USHA Communications            Consulting Services      $234,021

IKANO                          Consulting Services      $231,717

Valor Telecommunications       Trade Debt               $217,900

Illuminet - SS7                Consulting Services      $213,321

Hewlett Packard                Consulting Services      $210,232

AFNI                           Consulting Services      $206,662

Protel Operadora               Trade Debt               $199,388

Arnold Logistics LLC           Consulting Services      $196,907

Pacific Tel (Century)          Trade Debt               $194,473


VERITAS DGC: Will Restate 2000 to 2004 Financial Results
--------------------------------------------------------
Veritas DGC Inc. will restate its financial results to properly
reflect the $3.7 million of adjustments that were identified
during the Company's review of its balance sheet accounts.  The
Company determined that the adjustments were material to the
fourth quarter and annual results of fiscal 2004.  Restatement of
the financial results for 2000 through 2004 is therefore
appropriate.

The Company does not expect these adjustments or the restatement
to have a significant effect on its operations, future results,
financial obligations or liquidity, but cautioned that further
adjustments could occur during the completion of its year-end
procedures.  The Company currently expects that the auditing and
restatement process will be complete by the end of the current
calendar year.

Thierry Pilenko, Chairman and CEO commented, "The restatement will
allow us to move forward in the most transparent manner for our
shareholders and employees.  Our decision was made after we
conducted an extensive worldwide review and after thorough
discussion with our Audit Committee and external advisors.  We
will complete the restatement process as quickly as possible and
we will resume our regular quarterly communications beginning with
our first fiscal quarter, which ends in a few days.  This
restatement process should have no impact on our operations.  We
will remain focused on our customers and we see market conditions
improving, fueled by increased exploration spending in 2005."

Veritas DGC Inc., headquartered in Houston, Texas, is a leading
provider of integrated geophysical, geological and reservoir
technologies to the petroleum industry worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on March 02, 2004,
Standard & Poor's Ratings Services affirmed its ratings on Veritas
DGC Inc. (BB+\Negative\--) following the company's announcement
that it will refinance a large portion of its secured debt by
issuing new unsecured convertible notes.  The outlook remains
negative.


WEIRTON STEEL: Court Tells United Bank to Turn Over Trust Funds
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 24, 2004,
Weirton Steel Corporation created a Deferred Compensation Plan
for Directors, which became effective as of January 1, 1991. The
Debtor subsequently amended certain provisions of the
Compensation Plan by resolution. Pursuant to the Compensation
Plan, members of the Debtor's Board of Directors were provided
the opportunity to defer all or a portion of the fees to which
they were entitled for their services as Directors, and instead
receive their fees in the form of Weirton common stock. The
Compensation Plan was available only to Directors who were not
also Weirton employees.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that in accordance with the terms of the
Compensation Plan, the Debtor created a trust pursuant to that
certain Trust Under Weirton Steel Corporation Deferred
Compensation Plan for Directors.

Section 3(a) of the Trust Agreement states that the Debtor will
be considered "Insolvent" if:

    "(i) [Weirton] is unable to pay its debts as they become due,
    or (ii) [Weirton] is subject to a pending proceeding as a
    debtor under the United States Bankruptcy Code."

As of June 30, 2004, the aggregate balance held by United Bank,
Inc., in accordance with the Trust Agreement is approximately
$230,187.

Weirton asks the Court to compel United Bank, successor by merger
to United National Bank of Wheeling, as trustee, to turn over
funds currently in United Bank's possession under the Trust
Agreement.

United Bank refused to comply with the Debtor's demand in the
absence of a Court order directing payment of the Trust Assets to
Weirton.

Mr. Freedlander points out that the Trust Agreement expressly
states that the Trust Assets are subject to the claims of the
Debtor's general creditors in the event that Weirton Steel is a
debtor under the Bankruptcy Code. Therefore, the Trust is a
grantor, or "rabbi", trust, subject to the claims of the Debtor's
general creditors, thus constituting property of Weirton's
bankruptcy estate under Section 541 of the Bankruptcy Code.

Section 542 of the Bankruptcy Code obligates United Bank to
distribute the Trust Assets to the Debtor for the benefit of its
creditors.

                          *     *     *

Judge Friend grants the Debtors' motion.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share.  The Company filed for chapter 11 protection on
May 19, 2003 (Bankr. N.D. W. Va. Case No. 03-01802). Judge L.
Edward Friend, II administers the Debtors cases. Robert G. Sable,
Esq., Mark E. Freedlander, Esq., David I. Swan, Esq., James H.
Joseph, Esq., at McGuireWoods LLP represent the Debtors in their
liquidation.  Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group. (Weirton Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WELLS FARGO: Fitch Assigns Low-B Ratings on Classes B-4 & B-5
-------------------------------------------------------------
Fitch rates Wells Fargo Mortgage Pass-Through Certificates, series
2004-W:

     -- $14.8 million classes A-1 through A-10, A-IO, A-R, and
        A-LR, (senior certificates) 'AAA';

     -- $14,853,000 class B-1 'AA';

     -- $5,401,000 class B-2 'A';

     -- $3,150,000 class B-3 'BBB';

     -- $1,801,000 class B-4 'BB';

     -- $1,350,000 class B-5 'B.'

The 'AAA' rating on the senior certificates reflects the 3.15%
subordination provided by:

          * the 1.65% class B-1 certificates,
          * the 0.60% class B-2 certificates,
          * the 0.35% class B-3 certificates,
          * the 0.20% privately offered class B-4 certificates,
          * the 0.15% privately offered class B-5 certificates,
            and
          * the 0.20% privately offered class B-6.

Rates of classes based on their respective subordination:

          * B-1 'AA',
          * B-2 'A',
          * B-3 'BBB',
          * B-4 'BB', and
          * B-5 'B'.

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

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the servicing capabilities of
Wells Fargo Bank, N.A. rated 'RPS1' by Fitch.

The transaction is secured by one pool of mortgage loans, which
consist of fully amortizing, one- to three-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately five years.

Thereafter, the interest rate will adjust on an annual basis to
the sum of the weekly average yield on US Treasury Securities
adjusted to a constant maturity of one year and a gross margin.
Approximately 80.22% of the mortgage loans are interest only
loans, which require only payments of interest until the month
following the first adjustment date.

The mortgage loans have an aggregate principal balance of:

     - approximately $900,169,778 as of the cut-off date (Oct.
       1, 2004),

     - an average balance of $405,848, a weighted average
       remaining term to maturity of 359 months,

     - a weighted average original loan-to-value ratio -- OLTV,
       of 71.77% and a weighted average coupon of 4.901%.

Rate/Term and cashout refinances account for 14.54% and 6.30% of
the loans, respectively.  The weighted average FICO credit score
of the loans is 739.  Owner occupied properties and second homes
comprise 94.46% and 5.54% of the loans, respectively.

The states that represent the largest geographic concentration are
California (44%) and Virginia (6.39%).  All other states represent
less than 5% of the outstanding balance of the mortgage loans.

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.

All of the mortgage loans were generally originated in conformity
with underwriting standards of Wells Fargo Home Mortgage, Inc.
Wells Fargo sold the loans to Wells Fargo Asset Securities
Corporation, a special purpose corporation, who deposited the
loans into the trust.

The trust issued the certificates in exchange for the mortgage
loans.  Wells Fargo Bank, an affiliate of Wells Fargo Asset, will
act as servicer, master servicer and custodian, and Wachovia Bank,
N.A. will act as trustee and paying agent.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits --- REMICs.


WORLDCOM INC: Balks at Judith Whittaker's $345,183 Claim
--------------------------------------------------------
On December 9, 2002, Judith Whittaker filed Claim No. 3785 for
$345,183 based on certain compensation she asserts is due to her
under the MCI Communications Corporation Board of Directors
Deferred Compensation Plan for the period July 1, 1994, through
and including December 31, 1998.

The Debtors rejected the Compensation Plan on September 19, 2003.
Ms. Whittaker objected to the rejection of the Compensation Plan,
and argued that she is entitled to receive a 100% distribution of
the funds.

The Debtors believe that Ms. Whittaker is, at most, entitled to a
non-priority unsecured claim under the Compensation Plan, which
states that the Company's obligation is "an unfunded and unsecured
promise to pay" and "subject to the claims of its creditors."

Therefore, the Debtors object to Ms. Whittaker's Claim No. 3785 to
the extent any other papers which Ms. Whittaker has filed, or may
file in the future, asserts more than a WorldCom General Unsecured
Claim.

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)


Z-TEL TECHNOLOGIES: Extends Exchange Offer to November 29
---------------------------------------------------------
Z-Tel Technologies, Inc. (Nasdaq: ZTEL), parent company of Z-Tel
Communications, Inc., will extend the tender period of its
previously announced offer to exchange shares of its common stock
for all of its outstanding classes and shares of preferred stock.

The tender period was originally set to expire at 5:00 p.m.,
Eastern Time, on October 28, 2004, but is being extended to allow
additional time for holders of preferred stock to tender their
shares.

As of October 28, 2004, Z-Tel had received tenders of:

   * 3,285,723 shares (82.62%) of its Series D Convertible
     Preferred Stock,

   * 4,166,667 shares (100%) of its 8% Convertible Preferred
     Stock, Series E, and

   * 157.0 shares (93.18%) of its 12% Junior Redeemable
     Convertible Preferred Stock, Series G.

Included in the amount of shares tendered are all of the shares of
preferred stock owned by The 1818 Fund III, L.P., the tender of
which is a condition to the consummation of the exchange offer.
Also included are 782,225 shares and 1,250,000 shares of Series D
Convertible Preferred Stock owned by Gramercy Z-Tel, L.P. and
Richland Ventures III, L.P., respectively, the two largest
shareholders of Series D Convertible Preferred Stock.

As a result of the extension, holders of preferred stock will have
until 5:00 p.m., Eastern Time, on November 29, 2004, to validly
tender their preferred shares to Z-Tel, which Z-Tel has offered to
exchange as follows:

-- For its Series D Convertible Preferred Stock, which as of
September 27, 2004 3,976,723 shares with a liquidation preference
of $16.55 per share and a conversion price of $8.47 per share were
outstanding, to exchange 25.69030 shares of its common stock, for
each share of its Series D Preferred Stock (representing an
exchange price of approximately $0.644 per share);

   -- For its 8% Convertible Preferred Stock, Series E, which as
      of September 27, 2004 4,166,667 shares with a liquidation
      preference of $16.26 per share and a conversion price of
      $8.08 per share were outstanding, to exchange 25.24216
      shares of its common stock, for each share of its Series E
      Preferred Stock (representing an exchange price of
      approximately $0.644 per share); and

   -- For its 12% Junior Redeemable Convertible Preferred Stock,
      Series G, which as of September 27, 2004 171.214286 shares
      outstanding with had a liquidation preference of $144,974.90
      per share and conversion price of $1.28 per share were
      outstanding, to exchange 161,469.4 shares of its common
      stock, for each share of its Series G Preferred Stock
      (representing an exchange price of approximately $0.898 per
      share).

The exchange offer is being made in reliance upon the exemption
from registration provided by Section 3(a)(9) of the Securities
Act of 1933 and is conditioned upon (i) receipt of the approval of
Z-Tel's shareholders of certain matters to be voted upon at a
special meeting to be called by Z-Tel and (ii) the tender of all
shares of preferred stock owned by The 1818 Fund III, L.P. The
complete terms and conditions of the exchange offer are set forth
in the Offer to Exchange and Letter of Transmittal that has been
mailed to holders of the preferred stock. Copies of the Offer to
Purchase and Letter of Transmittal may be obtained from Z-Tel by
contacting Andrew L. Graham, the Exchange and Information Agent
for the exchange offer, at (813) 233-4567. Stockholders are urged
to read the Offer to Exchange and Letter of Transmittal because
they contain important information concerning the exchange offer.

                          About Z-Tel

Z-Tel offers consumers and businesses nationwide enhanced wire
line and broad-band telecommunications services. All Z-Tel
products include proprietary services, such as Web-accessible,
voice-activated calling and messaging features that are designed
to meet customers' communications needs intelligently and
intuitively. Z-Tel is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint. For
more information about Z-Tel and its innovative services, please
visit http://www.ztel.com/

At June 30, 2004, Z-Tel Technologies' balance sheet showed a
$159,022,000 stockholders' deficit, compared to a $131,019,000
deficit at December 31, 2003.


                           *********

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
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liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
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Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
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For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, 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.

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