TCR_Public/041105.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 5, 2004, Vol. 8, No. 242

                           Headlines

417 REAL ESTATE: Voluntary Chapter 11 Case Summary
ADAMS STREET: Fitch Junks $24M Class A-3 & $31M Class B Notes
AGILYSYS: Moody's Revises Outlook on Low-B Ratings to Positive
AIRCAST INC: S&P Assigns B- Rating to Planned $30M Sr. Sec. Loan
ALASKA COMMS: S&P Affirms B+ Corporate Credit Rating After Review

ALL STAR GAS: Emerges From Chapter 11 Protection
ALLEGHENY ENERGY: Fitch Places BB- Rating on $1 Bil. Sr. Sec. Loan
AMOS MANAGEMENT: Case Summary & 19 Largest Unsecured Creditors
ARMSTRONG HOLDINGS: Restructuring Floor Operations in Lancaster
ATA AIRLINES: Honoring Interline & Travel Agency Agreements

ATA AIRLINES: Wants to Pay Prepetition Customer Obligations
AUSTIN CREEKWOOD: Case Summary & 20 Largest Unsecured Creditors
BALL CORPORATION: S&P Revises Outlook on BB+ Rating to Positive
BALLY TOTAL: Indenture Violations Prompt S&P to Junk Ratings
BANC OF AMERICA: Fitch Low-B Ratings on Four Certificate Classes

BANC OF AMERICA: S&P Puts Low-B Ratings on Six Certificate Classes
BERWALD PARTNERSHIP: U.S. Trustee Picks 5-Member Creditors Comm.
BMC INDUSTRIES: Completes Sale of Vision-Ease Lens Assets
BMC INDUSTRIES: Turns to Chanin Capital for Financial Advice
BRANDYWINE HOLDINGS: Fitch Places B+ Rating on Watch Negative

CAITHNESS COSO: Fitch Places BB+ Notes' Rating on Watch Positive
CATHOLIC CHURCH: Portland Proposes Fast Claims Resolution Process
CHASE COMMERCIAL: S&P Junks $4.4 Million Class I Certificates
CHOICE ONE: Confirmation Hearing Set for November 8
CINCINNATI BELL: Sept. 30 Balance Sheet Upside-Down by $641.1 Mil.

CORVUS INVESTMENTS: Fitch Junks Three Note Classes
DELTA AIR: $252 Million of Pass Through Certificates Tendered
DEVLIEG BULLARD: Can Continue Hiring Ordinary Course Professionals
DIAMOND APPAREL: List of 20 Largest Unsecured Creditors
DREAMERS INN INC: Voluntary Chapter 11 Case Summary

DYNEGY INC: Moody's Reviewing Ba1 Debt Rating & May Downgrade
EGAIN COMMS: September 30 Stockholders' Deficit Widens to $1 Mil.
ENGLISH COLONY: Case Summary & 18 Largest Unsecured Creditors
ENRON CORP: Court Grants Accelerated Crosscountry Assignment
ENTERCOM RADIO: Moody's Upgrades Senior Implied Rating to Ba1

FOSTER WHEELER: Sept. 24 Stockholders' Deficit Narrows to $441.2M
GALEY & LORD: Has Until Dec. 17 to Make Lease-Related Decisions
GREENPOINT CREDIT: S&P Places Default Ratings on Seven Classes
HERBST GAMING: Moody's Rates Planned $150 Mil. Sr. Sub. Notes B3
IMCO RECYCLING: Posts $314,000 Third Quarter 2004 Net Loss

INTERLINE BRANDS: Sept. 24 Balance Sheet Upside-Down by $288.5 Mil
IRON MOUNTAIN: Moody's Reviewing Single-B Ratings & May Downgrade
KAISER ALUMINUM: Bondholders Challenge Subordination of Claims
KAISER ALUMINUM: U.S. Bank Wants Senior Bonds Given Priority
KARAVAN DOORS INC: Case Summary & 20 Largest Unsecured Creditors

KITTY HAWK: General Motors Claim Resolved & Chapter 11 Case Over
LEVEL 3 COMM: S&P's Ratings Slide to C After Cash Tender Offer
MANUFACTURED HOUSING: S&P's Class B-1 Rating Tumbles to D
NELL INTERNATIONAL: Case Summary & 57 Largest Unsecured Creditors
NORTHWOODS CAPITAL: Moody's Withdraws Notes' Ratings After Payment

OMNI FACILITY: Creditors Must File Proofs of Claim by Nov. 19
PANOLAM INDUSTRIES: Moody's Rates Planned $150 Mil. Facility B1
PENN NATIONAL: S&P Revises Outlook on Low-B Ratings to Positive
PG&E NATIONAL: Wants to Sell Two Hydro Facilities to TransCanada
PORTOLA PACKAGING: Aug. 31 Balance Sheet Upside-Down by $46.4 Mil.

PPM AMERICA: Moody's Cuts HYPPO Notes' Rating to C from Caa1
RELIANT ENERGY: Reports 3rd Qtr. Results & Reiterates 2004 Outlook
RHODES INC: Files for Chapter 11 Protection in N.D. Georgia
RHODES INC: Case Summary & 30 Largest Unsecured Creditors
SITHE/INDEPENDENCE: Moody's Reviewing Ba1 Sr. Sec. Debt Rating

SOLUTIA INC: U.S. Trustee Amends Equity Holders Comm. Membership
SOLUTIA INC: Gets Court Nod to Hire FBG as Special Balloting Agent
SOUTHWEST LAND DEVELOPERS: Voluntary Chapter 11 Case Summary
SOUTHERN PACIFIC: Fitch Affirms Class B-1F's Junk Rating
SUN HEALTHCARE: Sept. 30 Balance Sheet Upside-Down by $107.2 Mil.

TEXAS STATE: Moody's Slices Series 2001C Bond Rating to Ba3
TIDEWATER PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
TOM'S FOODS: Payment Failure Causes Moody's to Junk Ratings
TOMMY HILFIGER: Reporting Delay Prompts S&P to Pare Rating to BB
U.S. SHIPPING: S&P Assigns BB- Rating to $180M Sr. Sec. Facility

UAL CORPORATION: Selling 16 Planes for $40.8 Million
UNITED ONLINE: S&P Assigns B+ Rating to Proposed $150M Term Loan
UNIVERSAL ACCESS: Can Continue Hiring Ordinary Course Profs.
US AIRWAYS: Wants to Assume BofA Co-Branded Card Agreement
US AIRWAYS: Retired Pilots Nominate Tom Davis For Sec. 1114 Comm.

US AIRWAYS: Gets Court Nod to Employ LECG as Expert Consultants
USG CORP: Has Until March 31, 2005, to Remove State Court Actions
VARTEC TELECOM: Section 341(a) Meeting Slated for December 14
VARTEC TELECOM: Seeks to Retain BMC Group as Claims Agent
VLASIC: Campbell $250 Million Spin-Off Suit's Second Phase Begins

W.R. GRACE: Court Approves Flexia Biz Purchase for CN$16.1 Mil.
WINDSOR WOODMONT: Confirmation Objections Must be in by Nov. 15

* BOOK REVIEW: Paper Prophets: Fraudulent Accounting

                           *********

417 REAL ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 417 Real Estate, Inc.
        50 Briar Hollow Lane, Suite 210 East
        Houston, Texas 77027

Bankruptcy Case No.: 04-45846

Type of Business: Real Estate

Chapter 11 Petition Date: November 2, 2004

Court: Southern District of Texas (Houston)

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Suite 480
                  Houston, TX 77019
                  Tel: 713-960-0277

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ADAMS STREET: Fitch Junks $24M Class A-3 & $31M Class B Notes
-------------------------------------------------------------
Fitch Ratings affirmed the ratings of three classes of notes
issued by Adams Street CBO 1998-1 Ltd. Corp., which closed July
21, 1998.  These rating actions are effective immediately:

   -- $5,245,538 class A-1 notes affirmed at 'AAA';
   -- $155,346,565 class A-2A notes affirmed at 'B';
   -- $28,653,435 class A-2B notes affirmed at 'B';

In addition, the rating for the $24,000,000 class A-3 notes
remains at 'CC' and the rating for the $31,000,000 class B notes
remains at 'C'.

Adams Street is a collateralized bond obligation managed by
Guggenheim Investment Management, LLC.  The collateral of Adams
Street is composed of high yield bonds invested in corporate bonds
and emerging markets corporate debt.  Payments are made semi-
annually in February and August and the reinvestment period ended
in February 2002.  Included in this review, Fitch discussed the
current state of the portfolio with the asset manager and its
portfolio management strategy.

According to the October 2, 2004 trustee report, the portfolio
includes $43.39 million (21.29%) in defaulted assets.  The deal
also contains $31.31 million (15.36%) assets rated 'CCC+' or below
excluding defaults.  The class A overcollateralization test is
failing at 87.76% with a trigger of 125% and the class B OC test
is failing at 73.61% with a trigger of 110%.

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

Fitch will continue to monitor Adams Street closely to ensure
accurate ratings.  Deal information and historical data on Adams
Street is available on the Fitch Ratings web site at
http://www.fitchratings.com/


AGILYSYS: Moody's Revises Outlook on Low-B Ratings to Positive
--------------------------------------------------------------
Moody's Investors Service revised the ratings outlook of Agilysys
to positive from stable and affirmed the company's ratings.

Ratings affirmed include:

   -- $60 million senior unsecured notes due August 2006 at Ba3

   -- $125 million convertible trust preferred securities due
      March 2028 at B2

The revised rating outlook reflects improvements in the company's
leverage and interest coverage through a combination of debt
reduction and increases to operating profit.  The outlook includes
expectations that sustained profitability and working capital
improvement should drive greater cash flow generation than
previously expected.  The current rating considers the company's
limited revenue base, substantial and growing supplier
concentration with IBM, low but improving operating margins and
expectations that acquisitions will be the primary means for
future growth.

The rating could be positively influenced to the extent the
company is able to diversify its revenue base and supplier
concentration without degradation to its operating performance or
financial flexibility.  Achievement of sustained operating margins
in the 3% to 4% range and EBITDA interest coverage levels of 6 to
7 times could add additional upward rating pressure.  The rating
could be negatively influenced to the extent the company is unable
to sustain improvement in operating results or its financial
flexibility, or if future acquisitions challenge the company's
ability to maintain profitability and cash flow generation.

Agilysys has been primarily focused on computer systems
distribution to value-added resellers and end customers following
the sale of its electronic component distribution business to
Arrow Electronics in February 2003.  The company's focus on
computer systems distribution has helped reduce the volatility of
operating results and working capital requirements associated with
semiconductor component distribution, while it has also narrowed
the company's revenue base.  In the fiscal year ended March 31,
2004, products from two suppliers, IBM and Hewlett-Packard,
represented 88% of the company's total sales.  Sale of IBM
products has grown from 57% of total sales in fiscal 2002 to 72%
in fiscal 2004, signaling the company's growing dependence on IBM.  
The company's most recent $36.5 million cash acquisition of Inter-
American Data, a higher margin, property and inventory management
software developer for hotels and casinos, represents a departure
from the company's core focus on computer systems distribution.

While sales of $364 million in the second fiscal quarter ended
September 30, 2004 were lower than expected, gross profit of
$48 million (13.3% gross margin) exceeded expectations.  Operating
income, which has trended downward for the past three quarters,
was $9 million (2.5% operating margin).  LTM EBITDA interest
coverage increased to 5.0 times while EBITDA to debt fell to
3.0 times.  In the twelve months ended June 30, 2004, the company
generated free cash flow (cash flow from operations less capital
expenditures) of $78 million, aided by reductions in net working
capital.  Over the same period, the company made two cash
acquisitions totaling $67 million and paid $2 million in common
dividends, resulting in net free cash flow of $9 million.

Since February 2003, the company has selectively repurchased
outstanding debt from the approximately $240 million of gross cash
proceeds received from the sale of its electronic component
business.  As of September 30, 2004, the company had $185 million
of debt and convertible trust preferred securities outstanding and
$209 million of cash and equivalents.  The company has full access
to a $100 million unsecured revolving credit facility that matures
April 2006.  No amounts are outstanding under the credit facility,
and the company remains in full compliance with its covenants.

Agilysys, Cleveland, Ohio, is a distributor and reseller of
enterprise computer systems, software, storage and services.
Fiscal 2004 revenue was $1.4 billion.


AIRCAST INC: S&P Assigns B- Rating to Planned $30M Sr. Sec. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to medical products maker Aircast Inc.  Standard &
Poor's also assigned a 'BB-' rating and a recovery rating of '1'
to Aircast's proposed $55 million senior secured first-lien credit
facilities, which consist of a $50 million, six-year term loan and
a $5 million, five-year revolving credit facility.

A 'B-' was assigned to the company's proposed $30 million senior
secured 6.5-year second-lien term loan.

The debt is being issued as part of the company's leveraged
buyout.  Aircast is being purchased by equity sponsor Tailwind
Capital Partners.  The outlook is stable.

Approximately $95 million of debt will be outstanding at the close
of the transaction.

"The low, speculative-grade ratings on Aircast reflect the
company's narrow product line and limited financial resources,"
said Standard & Poor's credit analyst Jordan C. Grant.  "These
factors are partially offset by the company's brand recognition in
niche markets."

Aircast, based in Summit New Jersey, manufactures orthopedic
products and vascular systems.  It has leading positions in ankle
braces, walking braces, and cold and compression therapy.  The
company's braces use a proprietary air-cell technology (a highly
engineered padding providing comfort and stabilization) that
allows Aircast to compete in the upper end of its principal
markets.  However, the company is somewhat narrowly focused, as a
significant portion of sales are generated by ankle braces, making
Aircast particularly vulnerable to competitive developments in
this area.

Indeed, Aircast generally participates in well-contested markets,
competing against larger companies with greater resources such as
Orthopedics (BB-/Stable/--) and Orthofix (BB-/Stable/--).  
Moreover, the company's management will be challenged to diversify
its small revenue base and cope with potential changes in
treatment modality.


ALASKA COMMS: S&P Affirms B+ Corporate Credit Rating After Review
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Alaska
Communications Systems Group Inc. and subsidiaries, including the
'B+' corporate credit rating.  All ratings were removed from
CreditWatch, where they were placed with negative implications
June 8, 2004, due to concern about higher financial risk
accompanying the company's proposed $400 million income deposit
securities -- IDS -- offering.  The outlook is negative.

At the same time, Standard & Poor's assigned its '1' recovery
rating to Alaska Communications' existing $250 million senior
secured credit facility.  The existing 'BB-' bank loan rating on
the facility and the '1' recovery rating indicate a high
expectation of full recovery of principal in the event of a
payment default or bankruptcy.

The affirmation and removal from CreditWatch follow Alaska
Communications' withdrawal of its IDS transaction and the
company's initiation of a $0.185 per share quarterly dividend.  
The dividend will total about $22.6 million annually and will be
lower than the previously proposed dividend associated with the
IDS.  Alaska Communications will not be using cash to make an
initial lump sum payment to shareholders, which was the company's
plan under the IDS transaction.

"Ratings reflect an aggressive shareholder-oriented financial
policy, financial risk from acquisition and capital spending-
related debt, and competitive pressure within the narrow and slow-
growth Alaska telecommunications market," said Standard & Poor's
credit analyst Eric Geil.  Stagnant EBITDA, elevated capital
expenditure needs, and a substantial dividend commitment will
likely hamper near- to medium-term financial improvement
potential.  The dividend could also constrain investment spending
needed to maintain competitiveness.  These factors are partly
tempered by the company's positions as the leading incumbent local
exchange carrier -- ILEC -- in Alaska and the second-largest
wireless provider in the state, as well as a degree of near-term
financial cushion from an $80 million cash balance.


ALL STAR GAS: Emerges From Chapter 11 Protection
------------------------------------------------
All Star Gas and its subsidiaries officially emerged from Chapter
11 bankruptcy protection after fulfilling obligations under its
Plan of Reorganization.  The company also secured a new two-year
loan from Morgan Stanley Emerging Markets, Inc. that provides
financing for its propane operations.

Under the Plan, the senior secured noteholder exchanged more than
$60 million of debt for 100 percent of the stock of the company.
Most other secured lenders will be paid in full over five years.
Depending on their class within the Plan, unsecured creditors will
receive distributions ranging from 7.5 percent to 45 percent.

"We're all very happy to focus on running the business," said John
Gordon, chief executive officer of All Star Gas.  "We appreciate
the support from our customers and vendors and look forward to
delivering gas this winter," Mr. Gordon added.  Mr. Gordon was
appointed chief executive in April 2003, and led the company's
restructuring efforts and recently was retained by the board as
the company's permanent chief executive.

Additionally, the company has filled out its senior management
staff with the hiring of new chief financial officer Jeff Finstad.
"All Star Gas is dedicated to growing and I am here to help that
vision materialize," said Mr. Finstad.

All Star Gas filed for Chapter 11 reorganization protection on
July 21, 2003, and filed its Plan of Reorganization with the U.S.
Bankruptcy Court on December 31, 2003.  It emerged from Chapter 11
on October 22, 2004.

For more than 30 years, All Star Gas has provided dependable,
affordable propane to residential and business customers.  The
company and its subsidiaries currently supply approximately 46,000
customers in Arkansas, Arizona, Colorado, Missouri, Oklahoma and
Wyoming.  Further information on All Star Gas is accessible at
http://www.allstargas.com/


ALLEGHENY ENERGY: Fitch Places BB- Rating on $1 Bil. Sr. Sec. Loan
------------------------------------------------------------------
Fitch Ratings assigned a 'BB-' rating to Allegheny Energy Supply,
LLC's $1.044 billion amended and restated senior secured bank
credit agreement that closed on November 2, 2004.  The new Term
Loan B will mature on March 8, 2011.  The Rating Outlook of AE
Supply is Stable.

The 'BB-' rating of the new Term Loan B reflects the strong
collateral coverage.  The Term Loan B is rated three notches above
the 'B-' senior unsecured rating of AE Supply as a result of this
strong asset coverage.  AE Supply owns approximately 11,500MW of
electric generation capacity (68% coal, 22% gas, 10% hydro and
oil), which is located mainly in the relatively robust PJM West
market.

The $1.044 billion proceeds of the new Term Loan B, along with
approximately $50 million cash on hand at AE Supply and
$150 million provided by AE Supply's parent company, Allegheny
Energy, Inc., were used to refinance the entire $1.244 billion
outstanding amounts under the term loans B and C that were put in
place on March 8, 2004.  The $200 million reduction in principal
outstanding as well as a reduction in the LIBOR interest margin
will reduce AE Supply's interest expense by approximately $15
million per year.  The new Term Loan B and $344 million of 10.25%
secured notes due 2007 share a first priority security interest in
substantially all of the assets of AE Supply.

New rating assigned by Fitch:

   -- $1.044 billion term loan B closed on Nov. 2, 2004; 'BB-';
   
Ratings withdrawn:

   -- $746 million term loan B dated as of March 8, 2004 'BB-';
   -- $498 million term loan C dated as of March 8, 2004 'BB-';
      (due to repayment in full).


AMOS MANAGEMENT: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: AMOS Management, Inc.
        dba Trinity Care Center
        7181 Crestway Drive
        San Antonio, Texas 78239

Bankruptcy Case No.: 04-56123

Type of Business: The Debtor operates a nursing facility.

Chapter 11 Petition Date: October 27, 2004

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Troy E. Cleveland, Esq.
                  14100 San Pedro #317
                  San Antonio, TX 78232
                  Tel: 210-490-1541

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $500,000 to $1 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Pharmerica                    Supplier                  $170,000

Associated Medical Products   Supplier                  $150,000

Davidson & Troilo             Supplier                   $17,495

American Express              Credit Card                $11,000

Geripro Inc.                  Supplier                   $10,000

Clinical Labs USA             Supplier                    $7,000

Central Healthcare Inc.       Supplier                    $5,985

APN Healthcare, Inc.          Supplier                    $5,974

Mobilex USA                   Supplier                    $5,000

Modified Barium Swallow       Supplier                    $4,000

Life Systems Inc.             Supplier                    $3,821

American Medical Technologies Non-Purchase Money          $3,798

U.S. Foods                    Supplier                    $3,500

XO Communications             Supplier                    $3,125

Health Care Professionals     Equipment Service           $2,914

San Antonio Express News      Advertising                 $2,404

Nightingale                   Supplier                    $2,351

Quick Care                    Supplier                    $2,245

Dynamedics                    Supplier                    $2,088


ARMSTRONG HOLDINGS: Restructuring Floor Operations in Lancaster
---------------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ) reported
plans to end production of commercial products at its plant in
Lancaster, Pennsylvania.  Commercial tile production in Lancaster
will end effective December 17, 2004.  Corlon commercial sheet
production at the Lancaster site will stop by the end of 2005.  
The commercial tile and commercial sheet businesses will be
serviced without interruption from other Armstrong facilities in
the United States and around the world.  Some commercial sheet
volume may be sourced.

Armstrong will continue manufacturing residential vinyl sheet
products at the Lancaster Floor Plant, and will invest $8 million
to reduce cost in this operation.

Approximately 450 active employees will be affected at the
Lancaster floor plant.  "Eliminating jobs disrupts the lives of
good employees and their families," said Chairman and CEO Michael
D. Lockhart.  "Therefore, we will provide a benefit package to
reduce the financial impact."

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

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


ATA AIRLINES: Honoring Interline & Travel Agency Agreements
-----------------------------------------------------------
The ATA Airlines and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of Indiana for
permission to perform all their obligations under various
interline agreements, global distribution (reservation) systems
agreements and tariff publishing agreements.

James M. Carr, Esq., at Baker & Daniels in Indianapolis, Indiana,
explains that the agreements constitute an essential part of the
airline business and are vital to the Debtors' ability to conduct
business.

"The Debtors' ability to continue to operate under these
agreements is therefore essential to their ability to continue to
conduct their business in the airline industry, and to any
successful reorganization in these Chapter 11 cases," Mr. Carr
says.

                  Bilateral Interline Agreements

Mr. Carr tells Judge Lorch that most, if not all, major air
carriers participate in some form of bilateral interline agreement
with other air carriers and industry service providers because of
the tremendous operating efficiencies obtained through their
usage.  Pursuant to Bilateral Interline Agreements, one airline
authorizes another airline to issue tickets providing for
transportation by the authorizing carrier's system.  The
agreements enable carriers and travel agents to issue a single
ticket for travel on more than one airline.  The agreements also
provide customers with the comfort of knowing that if they miss a
flight or if the flight they intended to take is late or is
canceled, they can use their ticket with another carrier for a
substitute flight.

Bilateral Interline Agreements also facilitate the purchase of
tickets involving multiple carriers and allow travel agents and
airlines to write tickets with itineraries that involve more than
one carrier.  The Bilateral Interline Agreements and related
agreements are also the mechanism by which passengers' luggage is
transferred from one airline to another.

Airlines and other industry service providers also agree to
provide ground handling, special maintenance, skycap, and other
passenger services for each other pursuant to the Bilateral
Interline Agreements and related agreements.  The reciprocal
exchange of those services is efficient because airlines do not
have to have their own ground handling and special maintenance
personnel and facilities at each airport to which they fly.
Similarly, airlines and other industry service providers agree to
provide ground handling and other cargo related services for each
other pursuant to these agreements and related agreements.  These
arrangements obviate extraneous cargo handling and the need to
have separate personnel and facilities devoted to cargo at each
airport to which a carrier flies.

Mr. Carr relates that the Debtors' inability to preserve such
agreements would make it impossible to serve ticketed passengers
on other carriers where the trip was comprised of one or more
segments not flown by the Debtors.  Similarly, other carriers
would be unable to ticket passengers on a segment flown by the
Debtors.

The Bilateral Interline Agreements typically refer to the
Multilateral Interline Agreements for most of the contract
conditions, so the primary difference between the multilateral and
Bilateral Interline Agreements is in the term and termination
provisions.  Most Bilateral Interline Agreements are settled
through the Clearinghouses.

The Debtors also have bilateral interline relationships with a
small number of carriers that do not settle accounts through
either of the Clearinghouses.  These airlines bill the Debtors and
are billed by the Debtors directly each month.

            Global Distribution (Reservation) Systems

In the course of their business, the Debtors use multiple global
distribution systems.  A GDS is a computer system that operates
through terminals located in travel agencies and stores
information about available passenger air transportation.  The GDS
enables the travel agents to accept and record bookings of those
services from remote locations.

In addition to storing information, a GDS also allows travel
agents to make and confirm reservations, print and issue tickets
automatically, and perform the travel agency's internal accounting
tasks.  The GDSs are also used extensively by online travel
agencies, such as Travelocity, Expedia, and Orbitz to gather
travel and flight information and are, therefore, a key component
to maintaining the Debtors' competitive position in the online
travel market.  Airline carriers, including the Debtors, have
agreements pursuant to which their flight schedules, fare
information and seat availability are included in the databases of
the GDSs.

Nearly all travel agents in the United States utilize GDSs.  The
Debtors are parties to GDS Agreements covering many major GDSs,
including, but not limited to, Amadeus Global Travel Distribution,
Galileo International, Sabre, and Worldspan.

If an airline does not permit the use of GDSs, then to book travel
on that airline, travel agents must independently look up or have
specific knowledge of the flight, contact the airline, write the
ticket manually and complete the related accounting unassisted.  
The amount of effort involved in completing such a reservation
makes it unlikely that travel agents would use unlisted airlines.  
As a result, the continued use of GDSs is essential to the
Debtors' business operations and revenue stream.

Additionally, to conduct the basic processes of the Debtors'
business, the Debtors must provide reservations processing,
ticketing, inventory, schedules, airport check in and numerous
other operational systems.  These systems are supported through a
computer services agreement with Sabre.  Without continuation of
these services, it is unlikely that the Debtors would be able to
continue in operation.

                     Travel Agency Agreements

Sales made through travel agents, including online Web sites,
comprise approximately 49.6% of the Debtors' revenues generated
from scheduled service air passenger transportation.  The Debtors
are parties to numerous agreements related to their travel agency
network.

Specifically, the Debtors are members of or parties to:

   (a) the ARC Agreements;
   (b) BSPs;
   (c) Backend Performance Agreements;
   (d) commission agreements;
   (e) Block Seat Agreements; and
   (f) GSA Agreements.

In the past, the Debtors incentivized travel agents primarily
through a commission-based system, whereby a travel agent would
receive a payment for each ticket sold based on a percentage of
the ticket price up to a pre-set maximum amount.  However, these
payments have been eliminated, and the Debtors have moved toward a
system based on backend performance-based payments.  This change
is expected to result in significant cost savings to the Debtors.

The Debtors have Backend Performance Agreements with 25 travel
agencies as of October 1, 2004.  Under the agreements, the travel
agency is required to establish the Debtors as a preferred air
carrier and actively promote the Debtors' services.  In turn, the
agency is entitled to a quarterly incentive award, paid in arrears
after the close of the applicable calendar quarter, based upon
their performance during the quarter.  Compensation is based on
performance measures as outlined in individual contracts with the
agency's performance determining the size of its incentive award
on a sliding scale included in the individual Backend Performance
Agreement, but that will normally vary between less than 1% and 5%
of the agency's revenue from the Debtors' services.

The Debtors estimate that for January through August 2004, their
obligation under the Backend Performance Agreements was
approximately $613,000.

The Debtors also maintain certain commission arrangements with
certain travel agents located in Mexico.  The commission provided
under the International Commission Arrangement is 6%.

The Debtors assert that their prepetition obligations under
International Commission Arrangement is inconsequential when
compared with the revenue generated from the arrangement and its
importance to the Debtors' business operations.

The Debtors also maintain Block Seat Agreements with certain group
travel providers.  Generally, the Block Seat Agreements require
the group travel provider to pay a varying deposit at the time of
the reservation.

The Debtors also have agreements with an entity known as a general
sales agent under which the Debtors have agreed to specially
incentivize the GSA for sales in a certain geographic region.  The
purpose of the GSA Agreements is to allow the Debtors to sell
tickets in foreign locations that are not normally serviced by the
Debtors.  The GSA normally sell tickets on the Debtors' flights to
both travel agents and customers located within the GSA's
geographic location, and the services of the GSA allow the Debtors
to realize ticket sales through the issuance of multi-carrier
itineraries.  The GSA Agreement is critical to the Debtors'
international marketing efforts.

Overall, Mr. Carr maintains that travel agencies are responsible
for a significant amount of the Debtors' sales.  The Debtors
consistently are owed significantly more by travel agencies than
they owe to them pursuant to the Travel Agency Agreements.

                         Cargo Agreements

As an integral part of the carriage of cargo, the Debtors
routinely contract with freight-forwarders, truckers, couriers and
other entities to transport cargo between the aircraft or the
airport and the origin/destination address.  For the Debtors to
continue to serve current and future cargo customers, the Debtors
need the ability to continue to honor all of their obligations
under the Cargo Agreements in the ordinary course of business.  

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)


ATA AIRLINES: Wants to Pay Prepetition Customer Obligations
-----------------------------------------------------------
ATA Airlines and its debtor-affiliates sought and obtained
permission from the United States Bankruptcy Court for the
Southern District of Indiana to:

   (a) perform and honor their prepetition obligations related
       to their customer programs as they see fit; and

   (b) continue, renew, replace, implement new, or terminate
       those customer programs, as they see fit, in the ordinary
       course of business, without further application to the
       Court.

Terry E. Hall, Esq., at Baker & Daniels in Indianapolis, Indiana,
relates that airlines routinely offer travel to the same locations
as their competitors.  This competition makes retaining loyal
customers and attracting new customers critical.  Without loyal
customers, the Debtors' businesses would inevitably fail in a
short period of time.  It is integral, therefore, that the Debtors
maintain their current customers and position themselves to
attract new ones.  The Customer Programs accomplish this result.

According to Ms. Hall, the Customer Programs have proven to be
successful business strategies in the past and are directly
responsible for having generated valuable goodwill, repeat
business, and net revenue increases. The Debtors believe that
maintaining these benefits throughout the Chapter 11 cases is
essential to the continued vitality and going concern value of
their businesses.  The Debtors also believe that unless they are
authorized to honor prepetition obligations under their Customer
Programs, the cloud cast by the Chapter 11 cases could negatively
influence customers' attitudes and behavior towards their
services.  In particular, the Debtors' goodwill and ongoing
business relationships may erode if their customers perceive that
the Debtors are unable or unwilling to fulfill the prepetition
promises they have made through the Customer Programs.  The same
would be true if customers perceived that the Debtors will no
longer be offering the full package of services or quality of
services that they demand.

The Customer Programs generally consist of six separate
categories:

   (a) Ticket Holder Claims;
   (b) Cargo Revenue;
   (c) Frequent Flyer Programs/Customer Loyalty Programs;
   (d) Member Travel Accounts;
   (e) Co-Branded Credit Card Agreements; and
   (f) Barter Arrangements

A. Ticket Holder Claims

The Debtors' core business is selling and honoring tickets for
reliable air transportation services to the public.  The Debtors
intend to:

   -- honor unused tickets by providing the agreed upon air
      transportation or other related services;

   -- honor prepetition transportation orders, travel vouchers,
      travel certificates, miscellaneous change orders, Universal
      Air Travel Plan credits, Captain's Drafts and other
      authorizations for travel and other services; and

   -- to issue refunds on tickets purchased, or otherwise
      contracted for, before the Petition Date.

To the extent the Debtors are unable to continue honoring the
claims of Ticket Holders, the Debtors risk alienating their
customers and are likely encouraging customers to select competing
airlines, all to the detriment of the Debtors, their estates, and
their creditors.

B. Cargo Revenue

In addition to transporting passengers to destinations, Debtor
ATA Cargo, Inc. transports certain goods and packages on behalf of
third parties.  The Debtors generate revenue from transporting
cargo for their customers.  For the year preceding the Petition
Date, cargo generated $11,894,00 in revenues for the Debtors.

The Debtors intend to honor the transportation and services
related to the Cargo Revenue that were purchased or contracted for
prepetition but have not yet been performed.  Goodwill and
confidence will be severely harmed if the Debtors are unable to
honor their transportation and service obligations to their cargo
customers.  If the Debtors are unable to perform services relating
to the Cargo Revenue, the Debtors risk alienating a proven
constituency of cargo customers and potentially encouraging these
customers to select competing air carriers, all to the detriment
of the Debtors, their estates, and their creditors.

C. ATA Travel Awards Program

The ATA Travel Awards Program is a frequent flyer program
maintained by debtor ATA Airlines, Inc.  Frequent flier programs
have been adopted by most major air carriers and are considered an
important marketing tool for developing brand loyalty among
travelers and accumulating demographic data pertaining to business
travelers.

ATA has approximately 820,000 active ATA Travel Awards
participants who had accumulated 52,856 in potential ATA Travel
Awards points in the aggregate.  ATA's customers redeemed
approximately 35,000 Points for free travel for the 12 month
period that ended September 2004, which represents less than 1% of
the ATA's revenue passenger miles during this time period.

ATA intends to provide air transportation postpetition to
travelers who attempt to redeem miles earned prepetition in the
ATA Travel Awards program.  Customers who participate in ATA
Travel Awards and who have accumulated Points are some of ATA's
best and most loyal customers.  If the Points, which represent the
customers' loyalty, are not honored, ATA risks alienating the
customers who are generally business travelers, fly often, and are
less price sensitive than infrequent leisure travelers.

D. Ambassadair Signature Trips

Ambassadair Signature Trips is an awards program maintained by
Debtor Ambassadair Travel Club, Inc.  The Signature Trips Program
rewards Ambassadair members for traveling to Ambassadair's 30
"signature" destinations.

If a Member travels to five signature destinations, the Member
will receive a travel voucher for $200 on a future Ambassadair
trip.  As the Member travels to more signature destinations, the
Member can earn additional dollars in travel vouchers.  As of the
Petition Date, the total amount of dollars earned and not yet used
in the Signature Trips Program was approximately $400.

If the Vouchers, which represent the customers' loyalty, are not
honored, Ambassadair risks alienating some of its most valuable
Members.  Ambassadair intends to honor the Vouchers earned
prepetition to members seeking to redeem the Vouchers after the
Petition Date.

E. Member Travel Accounts

Members include individuals and large corporations.  Each Member
is designated a "travel account."  For promotional or customer
service purposes, Ambassadair occasionally deposits travel dollars
into a Member's Travel Account.  The Travel Dollars can be used
for travel through Ambassadair or ATA.  Similarly, through trade
agreements, many of Ambassadair's corporate Members earn travel
dollars through trade agreements.  In addition, cash can be
deposited directly into a Member's Travel Account, either as a
gift, or by the individual Member.  In the case of direct cash
deposits, refunds, or credit card deposits or refunds, Members may
request a cash refund in the amount of their Travel Account
balance.

Ambassadair and ATA intend to honor their obligation to redeem the
Travel Dollars for travel on Ambassadair or ATA.  Where Travel
Dollars were accumulated by cash deposit or refund, the Debtors
intends to return to their Members the balances of their Travel
Accounts.

F. Co-Branded Credit Card Agreements

In connection with the ATA Travel Awards program, ATA offers co-
branded credit cards.  Pursuant to an agreement, ATA grants to
U.S. Bank a non-exclusive, non-transferable limited license to
make certain, limited use of ATA's logos, trademarks, and service
marks.  U.S. Bank, in turn, agrees to offer Visa credit card
products bearing the ATA Trademarks as well as U.S. Bank's marks.
Holders of the Co-Branded Cards are entitled to earn Points at set
formulas established by the U.S. Bank Agreement.

Pursuant to the U.S. Bank Agreement, U.S. Bank:

   (i) pays to ATA a certain amount for each new qualifying
       account opened and used pursuant to the terms of the U.S.
       Bank Agreement;

  (ii) pays to ATA a "Usage Fee" for every dollar of all
       purchases made with the Co-Branded Card; and

(iii) purchases Points at an agreed-upon rate.  The U.S. Bank
       Agreement establishes certain "Minimum Annual Revenue
       Payments."

ATA and Ambassadair are also parties to an agreement dated
December 28, 1987, with First of America Bank-Indianapolis,
predecessor-in-interest to National City Bank.  By the Agreement,
Members are eligible to receive a Visa credit card bearing the
name and logo of ATA, Ambassadair, and Visa.

National City pays to Ambassadair, on a monthly basis, 1/8 of 1%
of the total sales volume generated by usage of the Ambassadair
Co-Branded Cards as well as a set fee on the establishment of each
Ambassadair Co-Branded Card account and a set fee for each
subsequent year the Ambassadair Co-Branded Card account is
maintained.  In addition, cardholders earn bonus points,
redeemable for travel on Ambassadair or ATA for using the
Ambassadair Co-Branded Card.  National City purchases the bonus
points, resulting in approximately $2,000,000 in revenue to
Ambassadair and ATA each year.

The Debtors seek to continue their participation under the U.S.
Bank Agreement and the National City Agreement.  To the extent
that Debtors are not authorized to honor their obligations under
the U.S. Bank Agreement and the National City Agreement, the
Debtors risk losing a proven customer base.

G. Barter Arrangements

The Debtors maintain barter arrangements with a number of
organizations that provide varied services to support the Debtors'
operations in return for the Debtors providing air transportation.  
The range of services provided to the Debtors includes exclusive
sponsorship of corporate and sporting events, advertising, sales
promotion, public relations, and other professional consulting
services.

The Debtors intend to honor the Barter Arrangements.  The Barter
Arrangements are an important component of the Debtors'
promotional strategy.  Conversely, the Debtors believe that the
amount of unredeemed air transportation obligations related to
Barter Arrangements as of the Petition Date is not substantial.  
Therefore, honoring the Barter Arrangements will enhance the value
of the estates at little cost.  

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)


AUSTIN CREEKWOOD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Austin Creekwood Apartments, Ltd.
        dba Creekwood Village Apartments
        P.O. Box 3315
        Palos Verdes Peninsu, California 90274

Bankruptcy Case No.: 04-15618

Type of Business: The Debtor owns and operates an apartment
                  project known as Creekwood Village located at
                  1601 E. Anderson Lane in Austin, Texas.

Chapter 11 Petition Date: November 1, 2004

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Patrick C. Hargadon, Esq.
                  Bankston & Richardson, L.L.P.
                  400 West 15th, #710
                  Austin, TX 78701
                  Tel: 512-499-8855
                  Fax: 512-499-8886

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $0 to $50,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Alejandro Sosa / Miguel       Tenants - $150             Unknown
Arredondo                     deposit

Alicia Rodriguez              Tenant - no deposit        Unknown

Andralyn Williams             Tenant - no deposit        Unknown

Anthony Russell               Tenant - no deposit        Unknown

April Hill                    Tenant - $150              Unknown
                              deposit

Armando Grimaldo / Angie      Tenants - no deposit       Unknown
Grimaldo

Balbino Serrato / Minerva     Tenants - no deposit       Unknown
Avilez

Brenda Briseno                Tenant - $150              Unknown
                              deposit

Carlos Guzman / Obry Perdomo  Tenant - $150              Unknown
                              deposit

Century Maintenance Supply                                $6,718

City of Austin                                              $100

Colors Unlimited                                          $8,479

Great American Business                                     $103
Products

Johnny Rooter Plumbing                                      $118

Office Depot Credit Plan                                     $64

Sherwin Williams                                            $243

Sierra Water                                                 $19

Surface Works of Austin                                   $2,645

The Home Depot Supply                                       $461

Universal Cleaning                                          $749


BALL CORPORATION: S&P Revises Outlook on BB+ Rating to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ball
Corporation to positive from stable.  At the same time, all
ratings, including the 'BB+' corporate credit rating were
affirmed.

Broomfield, Colorado-based Ball had total debt outstanding of
about $1.62 billion at Oct. 3, 2004.

"The outlook revision recognizes the substantial improvement in
the company's financial profile.  Since its debt-financed
acquisition of Schmalbach-Lubeca AG in December 2002, management
has successfully integrated operations and used strong free cash
generation to reduce debt," said Standard & Poor's credit analyst
Liley Mehta.

Credit measures have strengthened considerably, with funds from
operations to total debt (adjusted for its accounts receivables
securitization program and capitalized operating leases) improving
to 28% for the 12 months ended October 3, 2004, from the mid teens
percentage area in 2002.

Although the company is likely to shift focus to share repurchases
and acquisition driven growth in 2005 and onwards, management is
expected to maintain a disciplined approach, allowing credit
measures to strengthen gradually in the intermediate term.  
Earnings growth, coupled with some debt reduction could strengthen
the firm's financial profile sufficiently to support an upgrade to
the investment-grade level in the next few years.

The ratings reflect Ball's solid market positions and stable cash
flow generation, which are offset by intense competition in the
global beverage can market and management's use of debt to support
the growth of the business.  With annual revenues of about
$5.3 billion, Ball is one of the world's largest beverage can
producers, with leading shares in the two largest can markets,
North America and Europe.


BALLY TOTAL: Indenture Violations Prompt S&P to Junk Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Chicago,
Illinois-based Bally Total Fitness Holding Corp., including its
corporate credit rating to 'CCC+' from 'B'.

In addition, Standard & Poor's revised the CreditWatch
implications to developing from negative.  The fitness club
operator's total debt outstanding at March 31, 2004, was
$731.8 million.

The rating actions are based on the bond trustee's action to
notify bondholders of violations under the indentures, and the
December 15, 2004, deadline specified by the trustee for Bally to
obtain waivers from bondholders or resolve the violations to avoid
an event of default.  Developing implications means that ratings
could be raised or lowered.

Bally announced its intention to seek waivers of indenture
violation from holders of its 10.5% senior notes due 2011 and
9.875% senior subordinated notes due 2007 under the indentures
governing these notes.  These violations result from Bally's
failure to file its financial statements for the quarter ended
June 30, 2004, with the SEC and to deliver the financial
statements to the bond trustee.  The indenture violations do not
constitute an event of default and do not accelerate bond
repayment unless the trustee or holders representing at least 25%
of the principal amount of either bond issues deliver to Bally a
notice of default and the expiration of a 30-day cure period.  

The bond trustee advised Bally that it would begin to notify
bondholders of the violations.  However, the trustee informed
Bally that it will delay sending default notices to the company if
Bally commences a consent solicitation by November 15, 2004, and
has either cured the violations or obtained the necessary waivers
from a majority of holders of each series of notes by
December 15, 2004.  

Separately, the credit agreement governing the company's recently
amended $275 million secured credit facility contains a cross-
default 10 days after the delivery to Bally of a default notice
under either of the indentures.  The company has minimal cash
balances and its liquidity could be strained if a cross-default
precludes the company from accessing the revolving credit
facility.  

"The resolution of the CreditWatch listing would depend on Bally
releasing its second quarter financial results and filing its Form
10-Q with the SEC and on our assessment of the nature of any
restatement or other unexpected items," said Standard & Poor's
credit analyst Andy Liu.  Ratings would be lowered to 'D' if Bally
fails to obtain bondholders' waivers of defaults or resolve
indenture violations by the December 15, 2004, deadline.  "If the
company does obtain the necessary waivers and updates its SEC
filings, we will fully reassess the company's operating outlook
and financial conditions, in determining the extent of an
upgrade," added Mr. Liu.


BANC OF AMERICA: Fitch Low-B Ratings on Four Certificate Classes
----------------------------------------------------------------
Banc of America Alternative Loan Trust (BoAALT) 2004-10 mortgage
pass-through certificates are rated by Fitch Ratings as follows:

   * Groups 1 and 2 certificates:
   
     -- $214,351,000 classes 1-CB-1, 2-CB-1, CB-IO (consisting of
        classes 1-IO and 2-IO) and X-B-30, ('Groups 1 and 2 senior
        certificates') 'AAA';

     -- $100 class 1-CB-R and 1-CB-LR, ('senior certificates')
        'AAA';

     -- $4,895,000 class 30-B-1, 'AA';

     -- $1,936,000 class 30-B-2, 'A';

     -- $1,138,000 class 30-B-3, 'BBB';

     -- $1,025,000 class 30-B-4, 'BB';

     -- $683,000 class 30-B-5, 'B'.

   * Group 3 certificates:

     -- $53,879,571 classes 3-A-1, 15-PO, 15-IO, and X-B-15,
        ('Group 3 senior certificates') 'AAA';

     -- $1,166,000 class 15-B-1, 'AA';

     -- $112,000 class 15-B-2, 'A';

     -- $166,000 class 15-B-3, 'BBB';

     -- $84,000 class 15-B-4, 'BB';

     -- $83,000 class 15-B-5, 'B'.

   * Groups 1 through 3 certificates:

     -- $2,761,992 class X-PO, (consisting of classes 1-X-PO, 2-X-
        PO, and 3-X-PO components) 'AAA';

The 'AAA' ratings on the groups 1 and 2 senior certificates
reflect the 4.65% subordination provided by:

         * the 2.15% class 30-B-1,
         * the 0.85% class 30-B-2,
         * the 0.50% class 30-B-3,
         * the 0.45% privately offered class 30-B-4,
         * the 0.30% privately offered class 30-B-5, and
         * the 0.40% privately offered class 30-B-6.

Classes 30-B-1, 30-B-2, 30-B-3, and the privately offered classes
30-B-4 and 30-B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B',
respectively, based on their respective subordination. The class
30-B-6 is not rated by Fitch.

The 'AAA' ratings on the group 3 senior certificates reflects the
3% subordination provided by:

         * the 2.10% class 15-B-1,
         * the 0.20% class 15-B-2,
         * the 0.30% class 15-B-3,
         * the 0.15% privately offered class 15-B-4,
         * the 0.15% privately offered class 15-B-5, and
         * the 0.10% privately offered class 15-B-6.

Classes 15-B-1, 15-B-2, 15-B-3, and the privately offered classes
15-B-4 and 15-B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B',
respectively, based on their respective subordination.  The class
15-B-6 is not rated by Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1-' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by three pools of mortgage loans.  Loan
groups 1 and 2, the 30 year crossed loan group, are
cross-collateralized and supported by the 30-B-1 through 30-B-6
subordinate certificates. Loan group 3 is not cross-collateralized
and is supported by the 15-B-1 through 15-B-6 subordinate
certificates.  The class X-PO certificates consist of three non-
severable components relating to each loan group for distribution
purposes only.

Approximately 27.65% of the mortgage loans in the 30 year crossed
group and 21.89% in group 3, were underwritten using Bank of
America's 'Alternative A' guidelines.  These guidelines are less
stringent than Bank of America's general underwriting guidelines
and could include limited documentation or higher maximum
loan-to-value ratios.  Mortgage loans underwritten to 'Alternative
A' guidelines could experience higher rates of default and losses
than loans underwritten using Bank of America's general
underwriting guidelines.

Loan groups 1 and 2 in the aggregate consist of 1,697 recently
originated, conventional, fixed-rate, fully amortizing, first
lien, one- to four-family residential mortgage loans with original
terms to stated maturity -- WAM -- ranging from 240 to 360 months.  
The aggregate outstanding balance of the pool as of Oct. 1, 2004
(the 'cut-off date') is $227,681,102, with an average balance of
$134,167 and a weighted average coupon -- WAC -- of 6.315%.  The
weighted average original loan-to-value ratio -- OLTV -- for the
mortgage loans in the pool is approximately 74%.  The weighted
average FICO credit score is 734.  Second homes and investor-
occupied properties comprise 1.46% and 52.60% of the loans in the
group, respectively.  Rate/Term and cash-out refinances account
for 11.13% and 25.99% of the loans in the group, respectively.  
The states that represent the largest geographic concentration of
mortgaged properties are:

         * California (24.58%),
         * Florida (14.11%), and
         * Texas (5.55%).

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

Loan group 3 consists of 521 recently originated, conventional,
fixed-rate, fully amortizing, first lien, one- to four-family
residential mortgage loans with original WAM ranging from 120 to
180 months.  The aggregate outstanding balance of the pool as of
the cut-off date is $55,566,644, with an average balance of
$106,654 and a WAC of 5.766%.  The weighted average OLTV for the
mortgage loans in the pool is approximately 61.41%.  The weighted
average FICO credit score for the group is 734.  Second homes and
investor-occupied properties comprise 2.19% and 79.47% of the
loans in the group, respectively.  Rate/Term and cash-out
refinances account for 25.14% and 44.62% of the loans in the
group, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are:

         * California (34.10%),
         * Florida (12.80%), and
         * Texas (6.48%).

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

Banc of America Mortgage Securities, Inc. 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 two
separate real estate mortgage investment conduits -- REMICs. Wells
Fargo Bank, National Association will act as trustee.


BANC OF AMERICA: S&P Puts Low-B Ratings on Six Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Commercial Mortgage Inc.'s
$1.379 billion commercial mortgage pass-through certificates
series 2004-5.

The preliminary ratings are based on information as of
November 3, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   (1) the credit support provided by the subordinate classes of
       certificates,

   (2) the liquidity provided by the fiscal agent,

   (3) the economics of the underlying loans, and

   (4) the geographic and property type diversity of the loans.

Classes A-1, A-2, A-3, A-4, A-5, A-1A, B, C, D, E, and XP are
currently being offered publicly.  The remaining classes will be
offered privately.  Standard & Poor's analysis determined that, on
a weighted average basis, the pool has a debt service coverage of
1.63x, a beginning LTV of 89.4%, and an ending LTV of 80.1%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/The  
presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then  
find the article under Presale Credit Reports.
   
                  Preliminary Ratings Assigned
     Banc of America Commercial Mortgage Inc. Series 2004-5
   
           Class         Rating           Amount ($)
           -----         ------           ----------
           A-1           AAA              57,600,000
           A-2           AAA             251,176,000
           A-3           AAA             307,618,000
           A-AB          AAA              46,487,000
           A-4           AAA             198,649,000
           A-1A          AAA             241,609,000
           A-J           AAA              91,353,000
           B             AA               39,645,000
           C             AA-              13,789,000
           D             A                22,407,000
           E             A-               12,066,000
           F             BBB+             17,236,000
           G             BBB              12,066,000
           H             BBB-             22,408,000
           J             BB+               6,894,000
           K             BB                6,895,000
           L             BB-               3,447,000
           M             B+                5,171,000
           N             B                 3,447,000
           O             B-                3,448,000
           P             N.R.             15,513,068
           XP*           AAA                     TBD**
           XC*           AAA           1,378,924,068
   
                     *      Interest-only class
                     **     Notional amount
                     N.R. - Not rated
                     TBD  - To be determined


BERWALD PARTNERSHIP: U.S. Trustee Picks 5-Member Creditors Comm.
----------------------------------------------------------------
The United States Trustee for Region 12 appointed five creditors
to serve on the Official Committee of Unsecured Creditors in
Berwald Partnership's chapter 11 case:

        1. Estelline Coop Grain
           Attn: Cory Fruedenthal
           P.O. Box 160
           Estelline, South Dakota 57234
           Phone: 605-873-2288

        2. Brock Milan
           Attn: Brock Milan
           25533 404th Avenue
           Mitchell, South Dakota 57301
           Phone: 605-996-9169

        3. Larson Engineering
           Attn: Donald L. Larson
           102 S. Dakota Street
           Milbank, South Dakota 57252

        4. Seeds 2000, Inc.
           Attn: Gregg Watterud
           P.O. Box 200
           Breckenridge, Minnesota 56250
           Phone: 218-643-4210

        5. Glacial Lakes Energy, LLC
           Attn: Michael Nealon
           P.O. Box 933
           Watertown, South Dakota 57201
           Phone: 605-882-8480

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

Headquartered in Toronto, South Dakota, Berwald Partnership filed
for chapter 11 protection on August 23, 2004 (Bankr. D.S.D. Case
No. 04-10273).  Clair R. Gerry, Esq., at Stuart, Gerry &
Schlimgen, LLP, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated more than $10 million in assets and debts.


BMC INDUSTRIES: Completes Sale of Vision-Ease Lens Assets
---------------------------------------------------------
BMC Industries, Inc. (Pink Sheets:BMMI), completed the sale of
substantially all of the assets of its Vision-Ease Lens business,
including certain foreign subsidiaries, to Insight Equity A.P. X,
LP, a Texas-based limited partnership.

BMC announced on June 23, 2004, that the company and its domestic
subsidiaries had filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Minnesota, and that BMC had
reached an agreement to sell selected assets of the Vision-Ease
Lens business to Insight Equity.  The court-supervised auction
under Section 363 of the U.S. Bankruptcy Code occurred on August
23, 2004, with the court giving approval to move forward with the
sale to Insight Equity, subject to certain closing conditions.
Insight Equity A.P. X, LP is now operating as "Vision-Ease Lens."

"We are pleased to have completed the sale of Vision-Ease," stated
Douglas C. Hepper, chief executive officer.  "With the support of
new investors and appropriate capital, our efforts to build the
Vision-Ease Lens business will accelerate."

"We are excited about our new investment in Vision-Ease Lens,"
said Ted Beneski, CEO and Managing Partner of Insight Equity
Partners, LP.  "Vision-Ease has a strong stable of patented
products and processes, an experienced management team and strong
relationships with its customers and suppliers, which we and our
partner The Rosewood Corporation look forward to building on in
the years ahead."

As previously announced, BMC will use the net proceeds from the
sale of the Vision-Ease Lens assets to repay a portion of the
outstanding indebtedness under its senior secured credit facility.
The remaining bankruptcy estates of BMC Industries, Inc., Vision-
Ease Lens, Inc., and Buckbee-Mears Medical Technologies, LLC will
continue to be managed until the reorganization of these companies
has been completed.

For more information on documents filed in connection with these
bankruptcy proceedings, please go to http://www.mnb.uscourts.gov/

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


BMC INDUSTRIES: Turns to Chanin Capital for Financial Advice
------------------------------------------------------------
BMC Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Minnesota for authority to
employ Chanin Capital LLC as their financial advisor.

Chanin Capital will:

     a) undertake a study and analyze the Debtors' business      
        operations, financial condition and prospects;

     b) assist in the determination of an appropriate capital
        structure for the Debtors;

     c) advise the Debtors on tactics and strategies for
        negotiating with holders of existing debt obligations;

     d) render financial advice to the Debtors and participate in
        meetings or negotiations with the Creditors in connection
        with any restructuring; and

     e) provide appropriate mergers and acquisitions advisory
        services in connection with potential transactions, and,
        in particular, the sale of Vision-Ease optical lens
        business.

Richard Morgner, Managing Director of Channin Capital discloses
that the Debtors paid his Firm a $50,000 retainer.  Upon
completion of restructuring, the Debtors agree to pay the Firm one
of the following three potential success fees:

     a) a cash fee equal to $850,000;
     
     b) a cash fee equal to 1% of all senior debt securities or 3%
        of all non-senior subordinated debt securities or 6% of
        all equity securities; or

     c) upon closing of a transaction, 2% of the total transaction
        consideration.

To the Debtors' knowledge, Channin Capital has no interest
materially adverse to the Debtors and their estates.

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


BRANDYWINE HOLDINGS: Fitch Places B+ Rating on Watch Negative
-------------------------------------------------------------
Fitch Ratings has placed the 'B+' insurer financial strength
ratings of the three domestic insurance subsidiaries of Brandywine
Holdings on Rating Watch Negative.

The rating action does not affect either the ratings or Rating
Outlook of any other ACE subsidiaries.  Additionally, the rating
action does not reflect an ongoing investigation by the New York
Attorney General's office into insurance brokerage and sales
practices.  The Brandywine companies have not actively sold
policies since a restructuring in 1996 and Fitch believes it is
highly unlikely that the Brandywine companies will be directly
affected by the attorney general's probe.

The ratings were placed on Rating Watch pending the results of the
company's most recent biennial reserve review, which is currently
underway and expected to be completed in the 4th quarter.
Brandywine is required to produce these reviews under the terms of
a 1996 restructuring agreement.  Fitch believes that if a large
reserve increase was to occur, it would be more likely to occur
during the year of the biennial reserve review than in the off-
years.

The Rating Watch also reflects a continued decline in assets,
decreased liquidity and increased consumption of the protection
provided by affiliate operations through the aggregate excess of
loss contract.  The amount of cover available from the active
companies declined modestly to $332 million at year-end 2003 from
$334 at year-end 2002.

Brandywine Holdings is an intermediate holding company that is
ultimately owned by ACE Limited.  Brandywine Holdings and INA
Holdings, another intermediate holding company, together comprise
the domestic operations of INA Financial, their parent, and
represent the domestic property/casualty insurance operation that
ACE purchased from CIGNA Corporation in 1999.  INA Holdings owns
the 19 insurance companies that represent the group's active
insurance operations.  Brandywine Holdings owns the three domestic
insurance companies, which are inactive, runoff operations now
largely consisting of asbestos and environmental claims.  The two
groups were separated in a 1996 restructuring.  However, the
groups remain linked through an aggregate excess of loss
agreement.  The excess of loss agreement originally provided
Century Indemnity, the lead inactive company, with up to
$800 million of support for either net worth maintenance or
liquidity needs though, at the current time, somewhat more than
half of the cover has been utilized on an incurred basis.

The ACE Group of Companies is one of the world's largest providers
of property and casualty insurance and reinsurance.  Headquartered
in Bermuda, ACE provides a diversified range of products and
services to clients in nearly 50 countries around the world.


CAITHNESS COSO: Fitch Places BB+ Notes' Rating on Watch Positive
----------------------------------------------------------------
Fitch Ratings placed the 'BB+' rating on Caithness Coso Funding
Corp.'s $303 million senior secured notes due 2009, on Rating
Watch Positive.  The Rating Watch follows the recent restructuring
of the U.S. Navy contract granting Coso exclusive rights to the
geothermal resource.  The terms of the agreement include an
extension of the contract term and a reduction of the royalty rate
on revenue generated by the Navy I and Navy II units.  The Rating
Watch on the notes will be resolved once Fitch has fully reviewed
the impact of the new contract on Coso's projected financial
performance.

In June 2004, Fitch upgraded the rating on the Coso notes to 'BB+'
from 'BB' and removed the Rating Watch Evolving.  The rating
action followed the upgrade of Southern California Edison -- SCE,
the contractual counterparty for the project's output.  The rating
currently reflects Coso's weaker financial profile following the
expiry of the fixed energy price period in April 2007, after which
SRAC price risk becomes the primary credit concern.  During the
fixed energy price period, Coso's credit fundamentals are stronger
than typical for the rating category.

Coso is a special-purpose funding vehicle formed to issue senior
secured notes on behalf of the Coso partnerships, the owners of
the Coso projects.  The Coso projects consist of three interlinked
80 MW geothermal power plants, transmission lines, steam gathering
systems and other ancillary facilities located at the Navy Weapons
Center in Inyo County, California.  All electric energy and
capacity is sold to SCE under three long-term power purchase
agreements.  Coso pays royalties to the U.S. Navy and the Bureau
of Land Management for use of the geothermal resource.


CATHOLIC CHURCH: Portland Proposes Fast Claims Resolution Process
-----------------------------------------------------------------
The Archdiocese of Portland in Oregon delivered a Plan of
Accelerated Claims Resolution Process for the settlement of tort
claims to the U.S. Bankruptcy Court for the District of Oregon.  
Portland consulted with the attorneys for the tort claimants and
with the attorneys for the insurance carriers about a claims
resolution procedure.  Portland believes that the proposed ACRP
will facilitate the just resolution of legitimate claims in an
efficient and expeditious manner.  With the proposed ACRP,
Portland expects to save time and litigation expenses required to
settle tort claims.

The ACRP will consist of two parts, mediation and binding
arbitration, with limited discovery to precede the commencement of
the mediation.  All tort claims of childhood physical or sexual
abuse are required to participate in mediation.  A claimant,
however, may choose not to participate in binding arbitration and,
instead seek a trial.  The liquidation of claim through trial and
any related discovery for non-participating claimants will be
conducted only after the ACRP is completed.

                        95% Participation

The ACRP will commence after 95% of the tort claimants agree to
participate in and have their claims decided in the ACRP, unless
and except at Portland's sole discretion, Portland determines to
proceed with the ACRP.

           100% Payment of Claims to ACRP Participants

Portland intends to propose in its plan of reorganization that
claimants participating in the ACRP will be paid 100% of
Portland's portion of the agreed, mediated or binding arbitration
award amount on their claims.  No punitive damages will be
available in the ACRP and participating claimants will waive their
right to an individual award of punitive damages.

           Mediation Process and Preliminary Discovery

The Mediation phase of the ACRP will be modeled on the two
successful mediations held by previous tort claimants with
Portland: one in June-July 2000 and the other in March-June 2003.  
Preliminary depositions of each claimant will be allowed; document
production from claimants and subpoenas duces tecum to third
parties will be permitted to gather pertinent information about
each claimant.  Document discovery from Portland will be allowed
as is necessary only on the issue of whether the alleged
misconduct by the alleged tortfeasor occurred as to the claimant
but will not be duplicative of previous discovery taken.

Discovery may commence with preliminary depositions of known
claimants who choose to participate in the ACRP as of ________.  
Discovery of new (not yet known) claimants will begin as soon as
practicable after the tort claims bar date.  To the extent
possible, preliminary depositions of claimants will take place in
order of the filing of lawsuits or proofs of claim by claimants.

Mediation will commence as soon as possible after all claimants
have been deposed and documents gathered, depending on (i) the
claims bar date and the number of new claims, and (ii) whether
Portland's limited personnel resources are required to be utilized
for litigation activities and document discovery in other
adversary proceedings.  The mediators will be appointed by the
Court after input from Portland, the claimants, insurers, and
other defendants involved in the tort claims.  The procedure for
the mediations will be developed by the persons appointed by the
Court as mediators.  However, nothing will prevent a mediator from
having direct access to the clients, including the client
representative of Portland, the non-debtor defendants, and the
tort claimant, at any time during the mediation.

Portland's insurers and the other defendants will participate in
the mediation process, unless Portland determines that the
participation of an insurer is either unnecessary or
counterproductive to the process.

     Binding Arbitration for Claims Not Settled by Mediation

For those claims which are not settled by the mediation process,
Portland and the claimants participating in the ACRP will submit
claims to Binding Arbitration for purposes of liquidation of the
claim.  Discovery will be allowed to establish (i) whether the
alleged harm occurred and (ii) what damages, if any, resulted, and
issues related to causation of damages, if any.

If Portland believes that the examination of a claimant by a
psychologist, physician or other health professional is necessary,
an examination on Portland's behalf will be allowed.

Reasonable discovery in addition to the pre-mediation discovery
will be allowed, including depositions of third-party witnesses
and other discovery as allowed under the Federal Rules of Civil
Procedure.  If the claimant and Portland cannot agree as to
additional discovery, the disputes will be decided by motion and
order of the Court.

         Streamlined Procedures for Binding Arbitration

The Arbitrator will set the rules of arbitration procedure.  The
Arbitrator may consider medical or psychological reports in lieu
of live testimony, submission of depositions of third-party
witnesses in lieu of live appearances, and other processes
designed to streamline the proceedings, so that the arbitrations,
if any, proceed quickly.  However, the rules established will not
prohibit the presentation of live testimony.

            "Either/Or" Binding Arbitration Procedures

Given the goal of expediting resolution of the tort claims, the
prior experience of two major, successful mediations involving the
settlement of numerous claims, and the familiarity of most of the
attorneys representing claimants with the legal and factual issues
involved in the claims, Portland proposes that Binding Arbitration
of ACRP claims not settled in mediation will be conducted by a
single Arbitrator on a modified "Either/Or" basis.  If Portland,
the tort claimant or the other defendant requests bifurcation, the
Arbitrator will bifurcate the Arbitration so as to first decide
the primary issue of liability.  Bifurcation will not be permitted
solely on the issue of the statute of limitations.  No party to
any tort claim will be required to seek bifurcation under any
circumstances, even if any party disputes liability or disputes
that the conduct alleged actually occurred, nor will failure to
request bifurcation be an admission that the alleged conduct
occurred.

If bifurcation is not requested, or after the arbitrator has ruled
in favor of a tort claimant and against Portland on issues related
to liability, then Binding Arbitration will proceed to conclusion
by the Arbitrator choosing between the final number -- demand or
offer -- submitted by Portland or Claimant.

After submission of the initial Demand and Offer, either Portland
or the claimant may adjust, alter, or change their submitted
numbers (Demand/Offer) at any time up to the issuance of the
Arbitrator's award/decision of Binding Arbitration.  Nothing
prevents the parties to Binding Arbitration from agreeing to a
number by settlement at any time during the process.

                    Coordination of Discovery

Discovery of witnesses as part of the Binding Arbitration process
will be coordinated with counsel for the insurers.  Counsel for
the insurers will be provided written notice of the scheduling of
any deposition of Portland personnel.  If the claimant and
Portland agree, one attorney acting on behalf of the insurers will
be allowed to participate in the deposition.  Any dispute about
the participation by insurers in the discovery will be decided by
the Court.  To avoid delay in the evaluation, processing and
resolution of the tort claims in the ACRP, the insurers will be
permitted only the same discovery as the tort claimants are
entitled to, until such time as the ACRP is concluded.  Nothing in
the ACRP will prevent counsel for or representatives of any
insurer from attending depositions of tort claimants or third
party witnesses.

                         Interest Allowed

Portland intends to propose in its Plan of Reorganization that the
agreed settlement amount or the Binding Arbitration award of each
claim will be paid in full not later than 30 days after the
effective date of the Plan or as soon thereafter as is feasible.  
Tort claimants who liquidate their claim in the ACRP by
settlement, in mediation or binding arbitration, will be entitled
to interest on that amount at the rate of 4% per annum from the
date of their settlement or arbitration award decision, until
paid.

                      Order Allowing Claims

Given the sensitive nature of the ACRP claims and given the goal
of evaluating, processing and resolving these claims promptly, the
Mediation or Binding Arbitration process will be conducted with
due regard to the sensitive nature of the claims.  The Mediations
and Arbitrations will be conducted in private, with participation
only of the claimant, Portland, the other defendants, counsel for
all parties, and the Arbitrator.  At the conclusion of the ACRP,
an appropriate order allowing the claims in the amount agreed in
Mediation or as determined in Binding Arbitration will be entered
with the Bankruptcy Court.

                      Miscellaneous Provisions

All parties to the ACRP will bear their own costs, attorney's
fees, and fees of experts.  Costs of the mediator and arbitrator
will be shared equally, unless otherwise agreed by the parties.

No notice or Court order other than the Court's order adopting the
ACRP will be necessary for Portland to settle the claims.

Any tort claimant may accept Portland's long-standing offer for a
pastoral meeting with the Vicar General of the Archdiocese of
Portland, Rev. Dennis O'Donovan, or the Archbishop of the
Archdiocese of Portland, Most Rev. John Vlazny, without any effect
on or prejudice to their claim, the ACRP, or and other proceeding
related to Portland's case.  The contents of any pastoral meeting
will be considered confidential and not admissible in evidence,
the ACRP, or any other proceeding to resolve claims.

Nothing in the proposed ACRP will prevent Portland and any tort
claimant from making a settlement as to the value of a claim at
any time, subject to Court approval.

                           Objections

(1) 10 tort claimants

On behalf of K.N., G.M., S.W., M.J.D., H.S.2, G.P., J.D., JC1,
M.Y., and S.L., Erin K. Olson, Esq., at David Slater Trial
Lawyers, PC, in Portland, Oregon, tells Judge Perris that the
Archdiocese of Portland's proposal that "only if 95% of tort
claimants 'agree to participate in and have their claims decided
in' the [ACRP] will [Portland] proceed with" the ACRP appears to
require that virtually all tort claimants commit not only to
mediation, but to binding arbitration of their claims, before
Portland will participate in the ACRP.  "Such an effort to coerce
the tort claimants to waive their right to a jury trial is
unconscionable," Ms. Olson asserts.

Ms. Olson informs the Court that the Tort Claimants will not agree
to waive a right to damages when the range of those damages is
unknown to them due to Portland's concealment of the extent of its
culpability.  The Claimants can hardly knowingly and voluntarily
waive a right when the consequences of that waiver and the
parameters of their right are hidden from them.

Ms. Olson also contends that Portland is seeking to foreclose any
deposition discovery of church officials with information about
the extent of Portland's knowledge of, and culpability for, the
claimants' abuse as a result of Portland's pattern and practice of
moving known child molesters from parish to parish to avoid
scandal and conceal the extent of the problem.  Portland's
officials seek to continue their efforts to avoid disclosure of
the full extent of the abuse they have tolerated and concealed
over the past 50 years at the claimants' expense

Portland's discretion to determine whether particular insurers may
participate does not serve the interests of the estate.  The ACRP
should vest in the Court any discretion involving the
participation of insurers in the settlement process.

The Tort Claimants also oppose Portland's proposal for mandatory
binding arbitration.  Ms. Olson points out that the ACRP seeks to
punish those who exercise their right to a jury trial.  Discovery
for those claimants who do not reach a settlement agreement in
mediation is deferred until after all ACRP processes are
concluded.  Additionally, only those whose claims are settled in
the proposed ACRP process are entitled to 100% recovery of the
settlement amount, together with interest. No commitment to the
full payment of tried claims is contained in Portland's plan, and
it appears that Portland seeks to avoid payment of interest
altogether on those payments.

Ms. Olson asserts that strategies that may be appropriate in mass
tort cases where there are limited assets available to satisfy
tort claims are not appropriate in Portland's case, where there
are fewer than 100 tort claims, and where Portland has ample
resources available to pay full reasonable compensation to the
tort claimants.

Ms. Olson contends that any Alternative Dispute Resolution plan
adopted by the Court should include:

   (1) a discovery protocol that provides claimants with enough
       information about their claims, including their punitive
       damages claims, to make an informed decision as to
       settlement;

   (2) mediation by mediators agreed upon by the parties, subject
       to the parties' ability to reach an agreement and the
       Court's approval of the selected mediators; and

   (3) binding arbitration, if any, on an elective basis,
       conducted by arbitrators agreed upon by the parties,
       subject to the Court's approval.

The Court should not adopt a process that punishes a claimant for
exercising his or her right to a jury trial.

(2) Portland Tort Committee

The ACRP is designed to unfairly limit discovery and deprive tort
claimants of valuable rights, the Official Committee of Tort
Claimants in the Archdiocese of Portland's case asserts.

The Portland Tort Committee tells Judge Perris that the
Archdiocese of Portland did not consult with it prior to filing
the ACRP.

At a minimum, the Committee continues, the ACRP should include
these provisions:

   (1) All tort claimants should be ordered to participate in
       mediation, but only after the completion of discovery and
       without compromising their rights to seek punitive damages
       or obtain a jury trial in the event that mediation is
       unsuccessful;

   (2) Prior to the start of mandatory mediation, a discovery
       schedule of approximately 120 days should be implemented.
       Discovery should be coordinated among Portland, the
       insurance carriers, the Committee and tort claimants.
       Discovery should cover all relevant issues, including
       discovery relevant to punitive damages such as the extent
       of Portland's knowledge of, and culpability for, the abuse
       of children and Portland's effort to conceal the abuse.
       The Committee finds discovery prior to mediation necessary
       to enable (i) tort claimants to evaluate their claims,
       including any claims for punitive damages, and (ii)
       insurance carriers to evaluate coverage issues.  Discovery
       may also be relevant to issues that will need to be
       disclosed in any disclosure statement and issues relating
       to notification and discharge;

   (3) All tort claimants' jury trial rights and rights to
       punitive damages should be preserved unless waived or
       released through an agreement in mediation.  Participation
       in mediation should not compromise any rights.  Although
       the Committee believes that the payment of punitive
       damages should be subordinated to the payment of
       compensatory damages in a Chapter 11 case, the Committee
       believes that the rights of each claimant to pursue
       punitive damages must be preserved.  Whether the
       determination of punitive damages should be severed from
       the determination of compensatory damages and consolidated
       for trial should be considered and determined after the
       conclusion of the mandatory mediation program; and

   (4) In the event that mediation is unsuccessful, every tort
       claimant should be entitled to liquidate his claim through
       a jury trial or, at the claimant's election, through
       binding arbitration.

(3) 18 Priest Abuse Claimants

SNB, JC, AGY and REC, JCM, John Doe 1, John Smith, LD, DM, FM, HS
and MM, GM, RM, CM, BG, MJ and KS support the Portland Tort
Committee's objection.

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)


CHASE COMMERCIAL: S&P Junks $4.4 Million Class I Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of Chase Commercial Mortgage Securities Corp.'s pass-
through certificates from series 2000-1.  At the same time, the
rating on one class is raised, while the ratings on the remaining
seven classes from this transaction are affirmed.

The lowered ratings primarily reflect the potential for
significant deterioration of subordination levels upon the
ultimate resolution of the specially serviced assets.  The raised
and affirmed ratings are adequately supported by credit
enhancement levels for the respective ratings.

There are four loans with an aggregate balance of $98.9 million
(15.2% of the pool) that are with the special servicer, Lennar
Partners Inc.  These four assets are also the only delinquent
assets in the trust.  The largest asset in the trust is an REO
property that is secured by a 396,000-sq.-ft. retail property in
Pembroke Pines, Florida.  The asset has:

   * an outstanding balance of $41.2 million (6.3%),
   * $1.7 million of servicer advances, and
   * an appraisal reduction amount -- ARA -- of $7.3 million.

A prospective tenant is interested in purchasing and redeveloping
the 123,000-sq.-ft. parcel formally occupied by Kmart, but will
only move forward after receiving the necessary approvals from the
city.  The city is expected to make its decision in the next few
months.  If such approval is granted, then Standard & Poor's
believes the total loss upon the disposition of the asset could be
less than the ARA value indicates.

The second-largest asset is also REO and is secured by a 224,000
sq.-ft. office building in Santa Clara, California.  This loan has
an outstanding balance of $41.1 million (6.3%), and servicer
advances now total $5.4 million. Leases representing approximately
12% have recently been signed, but several other leases expire in
the near future.  The ARA on this asset, which was $10.4 million
at the time of Standard & Poor's last review, is now
$20.7 million.  Given the continuing weakness in the Silicon
Valley office market, Standard & Poor's anticipates a substantial
loss upon the disposition of this asset.  Losses are also expected
on the two other specially serviced assets, which are 90-plus days
delinquent; both assets are secured by multifamily properties in
Georgia with outstanding loan balances of $11.0 million (1.7%) and
$5.6 million (0.9%), respectively.

GEMSA Loan Services L.P. provided the servicer files (dated
October 12, 2004) that were used in Standard & Poor's analysis.
Wachovia Securities N.A. has recently taken over the master
servicing role from GEMSA, and it is Standard & Poor's
understanding that all future servicer files will be provided by
Wachovia beginning in November 2004.  The October 2004 watchlist
provided by GEMSA consists of 17 loans with an aggregate
outstanding balance of $151.7 million (23.3%), and includes three
of the top 10 loans in the trust collateral.  The fourth-largest
loan has an outstanding balance of $38.5 million (5.9%) and is
secured by a 560,000-sq.-ft. office building in Manhattan that
reported a first-half-of-2004 net cash flow debt service coverage
(DSC) of 0.87x, down from 1.24x for the full-year 2003.  Although
the occupancy for this property is down to 75.0%, the total loan
balance is less than $70.0 per sg. ft.  The fifth- and sixth-
largest loans are also on the watchlist and are secured by a
portfolio of office and industrial properties in Orange County,
California.  The fifth-largest loan has an unpaid principal
balance of $23.7 million (3.7%) and reported a first-half-of-2004
DSC of 1.55x, up from 1.45x in 2003.  This loan is on the
watchlist only because it is cross-collateralized and cross-
defaulted with the sixth-largest loan.  The sixth-largest loan has
a balance of $20.2 million (3.1%) and reported a first-half-of-
2004 DSC of 1.06x, down from 1.15x in 2003.  The remaining loans
appear on the watchlist primarily due to lease expirations or DSC
issues.

As of October 18, 2004, the trust collateral consisted of 88 loans
with an aggregate outstanding principal balance of $642.3 million,
down from 91 loans amounting to $697.1 million at issuance.  The
master servicer provided 2003 financial performance data for 89.8%
of the pool.  Based on this information, Standard & Poor's
calculated a weighted-average net operating income -- NOI -- DSC
of 1.34x, down from 1.35x at issuance.  The trust has experienced
three losses to date amounting to $5.8 million (0.8%); all three
of these losses have occurred since Standard & Poor's last review
of this transaction, and the aggregate loss on these assets was
less than Standard & Poor's had anticipated.

The top 10 loans have an aggregate outstanding balance of
$263.5 million (40.5%) and reported a 2003 weighted average NOI
DSC of 1.31x, down from a NOI DSC of 1.40x at issuance.  This
analysis excludes the second-largest loan for which only
first-quarter 2003 financials were available.  As part of its
surveillance review, Standard & Poor's reviewed recent property
inspections for assets underlying the top 10 loans.  All of the
properties that secure these loans were characterized as
"excellent" or "good."

The trust collateral is located across 23 states, and California
(23.6%) and Ohio (13.7%) are the only states that account for more
than 10.0% of the pool balance.  Property concentrations are found
in:

         * multifamily (30.0%),
         * retail (29.9%), and
         * office (26.5%) assets.

Standard & Poor's stressed the specially serviced loans, loans
that appear on the watchlist, and other loans with credit issues
in its analysis.  The resultant credit enhancement levels support
the lowered, raised, and affirmed ratings.
   
                        Ratings Lowered
   
           Chase Commercial Mortgage Securities Corp.
      Commercial mortgage pass-through certs series 2000-1
   
                   Rating
        Class   To        From   Credit Enhancement (%)
        -----   --        ----   ----------------------
        G       B+        BB-                      6.2
        H       B-        B                        5.3
        I       CCC+      B-                       4.4
   
                         Rating Raised
   
           Chase Commercial Mortgage Securities Corp.
      Commercial mortgage pass-through certs series 2000-1
   
                   Rating
        Class   To        From   Credit Enhancement (%)
        -----   --        ----   ----------------------
        B       AA+        AA                      22.2
   
                        Ratings Affirmed
   
           Chase Commercial Mortgage Securities Corp.
      Commercial mortgage pass-through certs series 2000-1
   
            Class   Rating   Credit Enhancement (%)
            -----   ------   ----------------------
            A-1     AAA                       27.9
            A-2     AAA                       27.9
            C       A                         17.0
            D       A-                        15.4
            E       BBB                       11.6
            F       BBB-                      10.0
            X       AAA                         -


CHOICE ONE: Confirmation Hearing Set for November 8
---------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing at
10:00 a.m., on Monday, November 8, 2004, to consider the approval
of the proposed Disclosure Statement of Choice One Communications,
Inc., and its debtor-affiliates and the confirmation of their
proposed prepackaged Plan of Reorganization.

A full-text copy of the Plan and Disclosure Statement is available
for a fee at:

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

The principal purpose of the Plan is to effect a necessary
restructuring of the Debtors' financial obligations to enhance
their financial condition.  The Plan will not impair holders of
claims, including tax claims, priority claims, administrative
expense claims, secured claims and general unsecured claims.

Under the Plan, equity interests in Choice One will be cancelled
and will not receive a distribution, and the Debtors' outstanding
senior debt will be converted to $175 million of new senior
secured term notes payable over six years and 90% of the common
stock of reorganized Choice One.  The Debtors' outstanding
subordinated debt will be converted into the other 10% of the
common stock and into two series of seven year warrants to
purchase additional shares of common stock of reorganized Choice
One.

Votes on the Plan were solicited prior to the Petition Date.  The
treatment provided by the Plan to each class of claims and
interests indicate the acceptance or rejection of the Plan by each
class entitled to vote:

Class Class Description             Status       Voting Result
----- -----------------             ------       -------------
  1    Priority Non-Tax Claims       Unimpaired   Deemed to Accept
  2    Senior Debt Claims            Impaired     Class Accepts
  3    Subordinated Note Claims      Impaired     Class Accepts
  4    Other Secured Claims          Unimpaired   Deemed to Accept
  5    General Unsecured Claims      Unimpaired   Deemed to Accept
  6    Old Preferred Stock Interests Impaired     Deemed to Reject
  7    Old Common Stock Interests    Impaired     Deemed to Reject
  8    Old Warrants                  Impaired     Deemed to Reject

A Meeting of Creditors pursuant to Section 341(a) of the
Bankruptcy Code is scheduled for 2:00 p.m., on December 10, 2004,
at 80 Broad Street, Second Floor in New York, New York.  The
meeting will not be convened if:

    a) the Plan is confirmed prior to December 10;

    b) the Court order confirming the Plan contains a provision
       waiving the requirement for a Section 341(a) meeting.

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 Oct. 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.  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.


CINCINNATI BELL: Sept. 30 Balance Sheet Upside-Down by $641.1 Mil.
------------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) reported revenue of $308 million,
operating income of $83 million, and net income of $18 million, or
$0.06 per diluted share, beating First Call consensus by $0.02 per
share.

This quarter the company:

   -- Continued to execute its strategy of de-levering, reducing
      net debt(a) by $28 million. Net debt of $2.2 billion is 7
      percent less than at the end of the third quarter of 2003.

   -- Defended its core franchise through bundling, adding 11,000
      net subscribers to its Custom Connections "super bundle" and
      5,000 DSL subscribers. Super bundle subscribers grew 94
      percent while DSL subscribers grew 33 percent, both versus
      the third quarter of 2003.

   -- Increased revenue per household 4 percent versus the third
      quarter of 2003, to a record $77, and improved annual access
      line decline to 1.6 percent, versus 2.1 percent in the
      second quarter of 2004.

   -- Improved the profitability of its business by reducing the
      cost of long distance minutes $5 million, or 52 percent,
      versus the second quarter of 2004.

   -- Signed long-term agreements with enterprise customers to
      significantly expand its managed services business.

   -- Announced an agreement with Cingular Wireless which will
      significantly reduce roaming expense and give the company
      the option to purchase AT&T Wireless' 19.9 percent stake in
      Cincinnati Bell Wireless at a favorable price.

                           Key Metrics

   -- The company posted Digital Subscriber Line (DSL) net
      additions of 5,000 in the quarter, up 2 percent from the
      third quarter of 2003. The company finished the third
      quarter with 123,000 DSL subscribers, up 30,000, or 33
      percent, from the same quarter in the prior year. DSL
      penetration stood at 13 percent of access lines at quarter's
      end, up from 9 percent at the end of third quarter of 2003
      and 12 percent at the end of the second quarter of 2004.

   -- In the third quarter, access lines decreased by 16,000, or
      1.6 percent, versus the third quarter of 2003. This year-
      over-year measure compares favorably with the 2.1 percent
      decline in the second quarter of 2004 and the 2.8 percent
      decline in the first quarter of 2004. Including the increase
      of 30,000 DSL subscribers, the company reported a net
      increase of 15,000 total connections versus the third
      quarter of 2003. Access lines decreased 1,000 from the
      second quarter of 2004 as 7,000 net new out-of-territory
      lines partially offset a decrease of 8,000 lines in-
      territory. Including the increase of 5,000 DSL lines, the
      company reported a net increase of 4,000 total connections
      sequentially. The company has provided an eleven-quarter
      history of access lines for both in-territory and out-of-
      territory operations, including residential and business
      lines, in the table distributed with this release.

   -- During the third quarter, the company added 11,000 net
      subscribers to its Custom Connections "super bundle" which
      offers local, long distance, wireless and DSL. This
      activation performance was 29 percent better than the third
      quarter of 2003. Eighteen percent of the company's in-
      territory consumer households are now "super bundle"
      customers. This helped to increase in-territory consumer
      revenue per household 4 percent versus the third quarter of
      2003, to a total of approximately $77 per month. As a result       
      of these bundling efforts, 70 percent of in-territory
      consumer DSL activations and 72 percent of in-territory
      consumer postpaid wireless activations came as part of the
      bundle.

"Cincinnati Bell continued to de-lever this quarter, reducing net
debt by $28 million, while improving the profitability of the
business versus the prior quarter.  Bundle sales continued at an
impressive rate, as evidenced by strong net additions to our
Custom Connections 'super bundle'," said Jack Cassidy, president
and chief executive officer of Cincinnati Bell Inc.  "As with the
previous quarter, we saw sequential improvement in access line
trends and demonstrated substantial growth in our out-of-territory
local service operations.  With the purchase of our new data
center facility, we have significantly expanded our managed
services business.  We believe this business can provide a
platform for future growth."

                        Financial Results

For the third quarter, revenue increased $11 million, or 4 percent
and operating income improved by $2 million, or 3 percent, versus
the second quarter of 2004.  Revenue increased primarily due to
robust equipment sales in the Hardware and Managed Services
segment.  Operating income increased primarily due to the
$5 million improvement in the cost of long distance minutes, a
$4 million decrease in operating tax expense in the Local segment,
and a $3 million non-recurring operating tax benefit recorded in
the Broadband segment, partially offset by $7 million in
accelerated amortization and asset write-offs recorded in the
Wireless segment as well as other items.

Revenue decreased 2 percent and operating income declined by
$47 million, or 36 percent, versus the third quarter of 2003.  
Revenue declined primarily due to a decline in access lines in the
Local segment and the sale of substantially all of the out-of-
territory assets in the Hardware and Managed Services segment.  
Operating income decreased primarily due to a $37 million gain on
the sale of substantially all of the broadband assets, which was
recorded in the third quarter of 2003 and not repeated in the
third quarter of 2004, as well as $7 million in accelerated
amortization and asset write-offs recorded in the third quarter of
2004.  Excluding the gain on the sale of the broadband assets and
the accelerated amortization and asset write-offs, operating
income declined 3 percent, or $2 million, versus the third quarter
of 2003, as the lower cost of long distance minutes in the Other
segment and lower operating taxes in the Local segment partially
offset higher customer acquisition cost and depreciation in the
Wireless segment.

In addition, during the third quarter, the company produced
$34 million of cash flow(b).  The company reduced net debt by
$28 million in the quarter, as $6 million in accreting debt offset
the cash flow.  The company also reported capital expenditures of
$39 million during the third quarter, substantially equal to the
second quarter of 2004.  Lower capital expenditures in the Local,
Wireless and Other segments offset a $13 million increase in the
Hardware and Managed Services segment versus the second quarter of
2004.  This increase in capital investment in the Hardware and
Managed Services segment is due entirely to the purchase of a data
center facility.  Virtually all of the data center space is
currently under long-term service contracts with enterprise
customers.  The company expects capital expenditures to be between
10 and 12 percent of revenue and net debt reduction to be
approximately $140 million for 2004.

At September 30, 2004, Cincinnati Bell's balance sheet showed a
$641.1 million stockholders' deficit, compared to a $679.4 million
deficit at December 31, 2003.

                 Local Communications Services

The company's Local segment, which includes the operations of the
company's local-exchange subsidiary, Cincinnati Bell Telephone --
CBT, produced revenue of $190 million and operating income of
$74 million for the third quarter of 2004, increases of $1 million
and $4 million, respectively, versus the second quarter of 2004.
Revenue increased due to higher DSL and wiring revenue, offset by
lower in-territory voice revenue. Operating income increased
primarily due to a decline in operating taxes.  Revenue and
operating income for the Local segment were down 2 percent and
3 percent, respectively, versus the third quarter of 2003.  The
decrease in revenue was primarily due to lower in-territory access
lines, offset by growth in DSL and out-of territory access lines.
Operating income decreased due to the revenue decline and due to
an increase in payroll expense, offset by the reduction in
operating taxes.  Capital investment was $18 million, or 9 percent
of revenue, during the quarter.

                       Wireless Services

CBW reported revenue of $66 million in the third quarter, up
2 percent versus the third quarter of 2003, as increases in
prepaid service revenue and equipment revenue offset lower
postpaid service revenue.  Operating income for the quarter was
$0.1 million, a $19 million decline versus the third quarter of
2003. Operating income decreased year-over-year due to a
$13 million increase in depreciation and amortization, a
$2 million write off of certain TDMA assets and a $3 million
increase in subscriber acquisition cost, with the remainder due to
the decline in postpaid service revenue.  The increase in
depreciation and amortization was due primarily to $6 million in
accelerated amortization of intangible assets related to CBW's
partnership and $7 million in increased depreciation of the
company's TDMA and GSM networks.

In the third quarter, the company posted gross activations of
51,000, a 16 percent increase versus the third quarter of 2003.
Seventy-two percent of consumer postpaid activations in Cincinnati
came as part of the bundle.  The company also reported a net
subscriber decline of 15,000.  Subscribers decreased as higher
churn offset increased gross activations.  Postpaid churn finished
the quarter at 3.68 percent, up 1.73 points versus the second
quarter of 2004 and 1.81 points versus the third quarter of 2003.  
The churn increase was due primarily to network issues related to
the company's transition from TDMA to GSM technology, as well as
price increases on monthly service plans and handsets for existing
customers.

For the quarter, postpaid Average Revenue Per User -- ARPU(c) --
was $55, a 1 percent decrease, while prepaid ARPU was $19, a
3 percent increase, both versus the second quarter of 2004.
Postpaid ARPU declined 6 percent, while prepaid ARPU increased
4 percent, both versus the third quarter of 2003.  Postpaid ARPU
declined due to customer migration to lower ARPU plans offered in
the third and fourth quarters of 2003, as well as lower roaming
revenue.  Postpaid cost per gross addition -- CPGA(d) -- was $379,
an 8 percent improvement versus the second quarter of 2004.
Postpaid CPGA improved primarily due to decreased handset
subsidies as a result of increasing prices of new handsets for
existing customers.

Capital investment was $7 million in the quarter, or 11 percent of
revenue.  The company finished the quarter with 479,000
subscribers, 136,000 of which were on the company's GSM/GPRS
network, which the company launched in the fourth quarter of 2003.

                 Hardware and Managed Services

Revenue in the Hardware and Managed Services segment of
$39 million increased 40 percent versus the third quarter of 2003,
excluding revenue associated with the sale of substantially all of
the out-of-territory assets of CBTS.  This increase was due
primarily to robust hardware sales to enterprise customers.
Including the impact of the sale of the out-of-territory assets of
CBTS, revenue declined 8 percent versus the third quarter of 2003.
Operating income of $4 million was down $1 million, also versus
the third quarter of 2003. Operating income declined primarily due
to the sale of substantially all of the out-of-territory assets of
CBTS. The segment reported capital investment of $13 million in
the quarter, driven entirely by purchase of a data center, as
previously described.

                 Other Communications Services

Other Communications Services, which includes the company's voice
long distance and public payphone operations, reported revenue of
$21 million in the third quarter, flat to the same quarter a year
ago and a 9 percent increase versus the second quarter of 2004.  
The sequential increase in revenue is due to a 2 percent increase
in subscribers and the movement of subscribers to higher value
rate plans in Cincinnati Bell Any Distance, the company's retail
long distance business.  This strong performance is due to the
company's bundling efforts in Cincinnati and Dayton.  The segment
produced $7 million in operating income for the quarter, more than
double the operating income in the third quarter of 2003 and the
second quarter of 2004, as the cost of long distance minutes
declined.  The decrease in the cost of long distance minutes is
due primarily to the installation of a switch and the negotiation
of lower wholesale long distance per-minute costs in the second
quarter of 2004.

CBAD's Cincinnati market share of CBT access lines for which a
long distance carrier is selected was 74 percent in the consumer
market and 47 percent in the business market at the end of the
third quarter, improvements of 4 points and 2 points,
respectively, versus the prior year quarter.

                           Broadband

The Broadband segment produced no revenue in the quarter, due to
the sale of substantially all of the company's broadband assets in
2003.  There are no longer any meaningful operations in this
segment.  The remaining activity relates to the disposition of
remaining liabilities associated with the broadband sale. At the
end of the third quarter, the company had $46 million in such
liabilities.  Year-to-date, the company has eliminated $16 million
of such liabilities, using $11 million in cash.

"In the third quarter, Cincinnati Bell showed steady execution
against its strategy of reducing net debt while we significantly
improved the profitability of our long distance business," said
Brian Ross, Cincinnati Bell Inc.'s chief financial officer.  "In
addition, we continue to make smart investments, such as our out-
of-territory local operations and in CBTS' data center business."

                       Financial Guidance

The company provides the following revisions to its guidance for
2004:

   -- Net access line decline below 2 percent (previous guidance
      was 2-4 percent)

   -- Wireless net additions of 10,000 to 20,000 (previous
      guidance was 50,000 to 60,000)

The company reconfirms all other previously issued guidance for
2004:

   -- Revenue decline, excluding Broadband Services, of low
      single-digit percent

   -- DSL net additions of 30,000 to 35,000

   -- Depreciation and amortization of $190 to $195 million

   -- Operating income, excluding restructuring charges, of $295
      to $310 million

   -- Effective tax rate of approximately 50 percent; with
      approximately $5 million in cash tax payments

   -- Capital expenditures of 10 to 12 percent of revenue

   -- Net debt reduction of approximately $140 million

                      Restructuring Plan

The company has achieved success over the past several years in
providing bundled solutions for its customers.  Customers have
demonstrated that they prefer the simplicity of receiving all of
their telecommunications services from one company, on one bill.
To build on this success, the company plans to invest in enhanced
billing and customer care platforms that will further automate the
company's operations and enable the company to provide better
service at lower cost.  This investment will take place over the
next two years and will occur within the company's historical
levels of capital expenditure.

As a result of this planned investment in customer service, the
company announced a restructuring plan designed to better align
the company's cost structure with the future bundling opportunity.
The plan includes a workforce reduction that will be implemented
in stages beginning in the fourth quarter of 2004 and continuing
through December 31, 2006.  The company will implement its
workforce reduction primarily through attrition and a special
retirement incentive, which the company will offer to management
and union employees meeting certain age and years of service
criteria, pending negotiations with the company's union.  The
company also anticipates the need to implement involuntary
workforce reductions.

Over the course of the restructuring plan, the company estimates
that it will recognize total charges of up to $40 million, up to
$5 million of which will require non-recurring cash payments.
Thereafter, upon completion of the restructuring plan, the company
expects annual operating expense savings to be in the range of
$20 to $25 million.  Over the next year, the company estimates
that it will eliminate 150 to 200 positions.

The company will also host an Investor Meeting on Nov. 16, 2004
from 9:00 a.m. until 12:00 p.m. EST.  The meeting will be held at
the Westin New York at Times Square, at 270 West 43rd Street in
New York City.  To register to attend the meeting, please go to
http://programs.regweb.com/impact/cbinvestand complete a  
registration form.  Seating is limited and will be reserved on a
first-come, first-serve basis.  The session will be webcast both
live and on-demand.  To join the webcast, go to the company's
website at www.cincinnatibell.com at least 15 minutes before the
session and click on the Investor Relations button on the right
side of the home page.  Then, click on the conference
call/presentations tab and follow the instructions.

                        About the Company

Cincinnati Bell Inc. (NYSE:CBB) is parent to one of the nation's
most respected and best performing local exchange and wireless
providers with a legacy of unparalleled customer service
excellence. Cincinnati Bell provides a wide range of
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana. Cincinnati Bell
is headquartered in Cincinnati, Ohio.  For more information, visit
http://www.cincinnatibell.com/


CORVUS INVESTMENTS: Fitch Junks Three Note Classes
--------------------------------------------------
Fitch Ratings downgraded these classes of notes issued by Corvus
Investments Limited and Savannah II CDO Limited.

   * Corvus

     -- $518,499,505 class A-1 notes to 'BB-' from 'BB';
     -- $200,000,000 class A-2 notes to 'BB-' from 'BB';
     -- $65,000,000 class B notes to 'CCC' from 'B';
     -- $60,000,000 class C notes to 'CC' from 'CCC'.

   * Savannah

     -- $283,480,271 class A notes to 'BB-' from 'BB';
     -- $18,450,000 class B notes to 'CCC' from 'B'.

The aforementioned classes, along with Corvus' class D notes
('CC') and Savannah's class C notes ('CC') will remain on Rating
Watch Negative due to the continuing uncertainty of the timing and
ultimate resolution of both transactions' current impaired assets
and the risk of further deterioration in the reference pools.

Corvus and Savannah are collateralized debt obligations that
closed in December 2000 and May 2001, respectively.  Barclays Bank
Plc is the arranger, portfolio credit swap counterparty, and
portfolio manager for both transactions.  The transactions'
referenced portfolios are composed of residential mortgage-backed
securities -- RMBS, commercial mortgage-backed securities -- CMBS,
real estate investment trusts -- REITs, asset-backed securities --
ABS, CDOs and corporate credits.

Since the previous rating actions taken on September 26, 2003 and
June 18, 2003 for Corvus and Savannah, respectively, both
transactions have experienced an increase in the impairment of
certain referenced assets, which Fitch expects to incur losses.  
Since Corvus' latest rating action, Fitch regards nearly 32.5% of
referenced assets as credit impaired with an additional 2% settled
for a loss, compared with 29% credit impaired and no settled
securities on September 26, 2003.  Since Savannah's latest rating
action, Fitch regards nearly 22% of referenced assets as credit
impaired with an additional 10% settled for a loss, compared with
27% credit impaired and no settled securities on June 18, 2003.
Both Corvus and Savannah also continue to contain additional
referenced assets that have experienced credit deterioration but
are not currently considered impaired.  It still remains unclear
whether the credit quality of these referenced assets has
stabilized, thereby increasing the risk that the reference pools'
credit quality will deteriorate even further.

The overcollateralization ratios for Corvus' class A, B, C, D, E
and F OC tests have decreased since September 26, 2003 from
131.5%, 120.8%, 112.4%, 107.4%, 104.5% and 103.4%, respectively,
to 119.7% 109.8%, 102.0%, 97.4%, 94.7% and 93.7%, respectively, as
of the most recent trustee report dated September 30, 2004.

Similarly, the OC ratios for Savannah's class A/B, C, D, and E OC
tests have decreased since June 18, 2003 from 107.1%, 99.9%, 97.9%
and 96.4%, respectively, to 98.6%, 91.7%, 89.9% and 88.5%,
respectively, as of the most recent trustee report dated Sept. 30,
2004.  The weighted average rating factor -- WARF -- for Corvus
has increased from 45.3 ('BB/BB-') to 48.2 ('BB-/B+') while
Savannah's WARF has decreased from 49.03('BB-/B+') to 48 ('BB-
/B+').  Both Corvus and Savannah are failing their required WARF
levels of 32 ('BBB-/BB+') and 34 ('BBB-/BB+'), respectively.

As with the rating actions taken on September 26, 2003 and
June 18, 2003 for Corvus and Savannah, respectively, this latest
rating action principally results from the continuing performance
deterioration of certain referenced assets in the underperforming
sectors of manufactured housing, CDOs, and aircraft
securitizations.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are also available at http://www.fitchratings.com/


DELTA AIR: $252 Million of Pass Through Certificates Tendered
-------------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported that approximately
$252 million aggregate principal amount of Pass Through
Certificates Series 2000-1C and Pass Through Certificates Series
2001-1C have been tendered in its pending exchange offer.

Consummation of the exchange offer remains subject to numerous
other significant conditions.  The amount of securities in the
other classes tendered to date is substantially below the minimum
tender conditions.  In the event that the exchange offer is
consummated only with respect to the Short-Term Existing
Securities then the collateral reserved for the other classes of
notes will be available to Delta to meet other liquidity needs.

As reported in the Troubled Company Reporter on Oct. 18, 2004,
Delta Air Lines was amending and extending its offer to exchange
up to $680 million aggregate principal amount of three series of
newly issued senior secured notes to the holders of $2.6 billion
aggregate principal amount of outstanding unsecured debt
securities and enhanced pass through certificates.

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

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

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

The exchange offer will not be registered under the Securities Act
of 1933, or any state securities laws.  Therefore, any securities
issued in the exchange offer may not be offered or sold in the
United States absent an exemption from the registration
requirements of the Securities Act of 1933 and any applicable
state securities laws.  

                        About the Company

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

Delta is a founding member of SkyTeam, a global airline alliance
that provides customers with extensive worldwide destinations,
flights and services.

                         *     *     *

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

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

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


DEVLIEG BULLARD: Can Continue Hiring Ordinary Course Professionals
------------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave DeVlieg Bullard II, Inc., permission to
continue to retain, employ and pay professionals it turns to in
the ordinary course of its business without bringing formal
employment applications to the Court.

In the Debtor's day-to-day operation of its business, it regularly
calls on certain professionals, including attorneys, accountants
and tax professionals to represent it in matters arising in the
ordinary course of its business.

The Debtor would specifically employ the professionals of two
accounting firms, Fuoco Peare & Heller to perform an audit of the
Debtor's retirement plans, and RSM McGladrey to generate corporate
income tax returns for fiscal years 2002, 2003 and 2004.  These
two services are part of the Debtor's ongoing business operations
and are not related to the administration of its bankruptcy case.

Because of the nature of the Debtor's business, it would be
costly, time-consuming and administratively cumbersome to require
each of the Ordinary Course Professionals to be provided by Fuoco
Peare and RSM McGladrey to file individual retention applications.

The Debtor assures the Court that no payment to an Ordinary Course
Professional will exceed $15,000 per month for the first three
months of the Professionals' engagement.  The Debtor adds that the
services to be provided by the Professionals would not be related
to the administration of its bankruptcy case.

Although some of these Ordinary Course Professionals may hold
minor amounts of unsecured claims, the Debtor believes that none
of them have an interest materially adverse to the Debtor, its
creditors or other parties in interest.

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


DIAMOND APPAREL: List of 20 Largest Unsecured Creditors
-------------------------------------------------------
Diamond Apparel, L.P. released a list of its 20 Largest Unsecured
Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Dan and Lynne McGrew          Unsecured Debt          $1,245,517
3748 CR 435
Saint Jo, Texas 76265

Graham Mortgage Corporation   Fee                       $825,013
3838 Oak Lawn Avenue          Value of Security:
Suite 1500                    $700,000
Dallas, Texas 75219-4516

B.A.S.S., Inc.                Unsecured Debt            $277,063
PO Box 910700
Dallas, Texas 75391-0700

NTRA Productions              Unsecured Debt            $250,000
Two Warren Place
6120 South Yale, 2nd Floor
Tulsa, Oklahoma 74136

Trans-Trade, Inc.             Unsecured Debt            $214,565

Winnercomm                    Unsecured Debt            $209,782

Special Procedures Staff      Taxes                     $198,580

Texas Motor Speedway          Unsecured Debt            $140,000

Plains Cotton Growers         Judgment entered          $129,570
                              October 26, 2004


Starr Embroidery              Unsecured Debt             $75,469

Thompson & Knight, LLP        Unsecured Debt             $71,650

Kerry Earnhardt, Inc.         Unsecured Debt             $67,500

Doug H. Hassell, Jr.          Unsecured Debt             $65,216

RSR Team                      Unsecured Debt             $53,375

Paul Brune                    Claim on Bonus Owed        $53,292

Corporate Sports Marketing    Unsecured Debt             $47,353

RecovAR (UPS)                 Unsecured Debt             $46,820

Marlin Logistics &            Unsecured Debt             $43,779
ContactNet

Wells Fargo Card Services     Credit Card                $43,730

United Parcel Service         Unsecured Debt             $43,619


Headquartered in Nocona, Texas, Diamond Apparel, L.P. --
http://www.diamondcutjeans.com/-- manufactures and designs jeans for  
men, women and children for comfort, style and durability.  The
Company also specializes in gusseted jeans available in blue,
black, and khaki denim.  The Company filed for chapter 11
protection on October 19, 2004 (Bankr. N.D. Tex. Case No.
04-70904).  Ronald L. Yandell, Esq., at Law Offices of Ron L.
Yandell represents the company in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$1,936,650 in assets and $6,229,276 in debts.


DREAMERS INN INC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Dreamers Inn Inc.
        Bay Avenue
        Aquebogue, New York 11931

Bankruptcy Case No.: 04-87019

Type of Business:  The Company owns and operates a motel

Chapter 11 Petition Date: November 3, 2004

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Robert S Arbeit, Esq.
                  Pinks Arbeit Boyle & Nemeth
                  140 Fell Court, Suite 303
                  Hauppauge, New York 11788
                  Tel: (631) 234-4400
                  Fax: (631) 234-4445

Total Assets: $1,900,000

Total Debts:    $857,000

The Debtor has no unsecured creditors who are not insiders.


DYNEGY INC: Moody's Reviewing Ba1 Debt Rating & May Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the Ba1 senior secured debt
ratings of Sithe/Independence Funding Corporation under review for
possible downgrade.

The review is prompted by the announcement yesterday by Dynegy
Inc. that it has entered into an agreement to purchase from Exelon
Corporation (senior unsecured Baa2) all of the outstanding capital
stock of its subsidiary, ExRes SHC Inc., which is the parent
company of Sithe Energies and Sithe Independence L.P. Dynegy
Holdings Inc. (senior unsecured Caa2) is the guarantor of a
subsidiary's tolling agreement with Sithe/Independence.

The review will focus on the implications of the ownership of
Sithe Independence by a weaker credit, including the new owner's
operating and dispatch plan for the plant as well as a
reassessment of the ring fencing type protection in the context of
the new ownership structure.

Despite the change in ownership, the key structural protections of
the project are expected to remain intact.  These include a long-
term capacity contract with Con Edison (senior unsecured A1) and a
debt service reserve equivalent to a twelve month period.

Sithe/Independence Funding Corporation is a wholly owned
subsidiary of Sithe/Independence Power Partners, L.P., which owns
the Independence facility, a 1,060MW natural gas fired
cogeneration facility located in Oswego County, New York.


EGAIN COMMS: September 30 Stockholders' Deficit Widens to $1 Mil.
-----------------------------------------------------------------
eGain Communications Corporation (OTC BB: EGAN), a provider of
customer service and contact center software, reported financial
results for the first quarter of fiscal year 2005.

Revenue for the quarter ended September 30, 2004 was $4.7 million,
an increase of 3% from $4.6 million in the comparable year-ago
quarter.  Net loss before dividends on convertible preferred stock
for the quarter was $572,000, compared with $2.1 million for the
same period a year-ago.  Net loss applicable to common
stockholders was $2.5 million, or $0.68 per share, compared with
$3.9 million, or $1.06 per share, for the same period a year-ago.

Pro forma net loss for the quarter ended September 30, 2004 was
$93,000 or $0.03 per share, compared to a pro forma net loss of
$841,000, or $0.23 per share, for the same period a year-ago.  Pro
forma net income (loss) figures exclude depreciation,
amortization, accreted dividends, interest expense, tax expense
and restructuring charges.  

"We are encouraged by our performance," said Ashu Roy, CEO of
eGain.  "Our license revenue is up more than 70% from last
quarter.  Even as we prudently increase our marketing investment
aligned with our eGain Service(TM) 7 product launch, we are
keeping a close eye on our bottom line and look forward to
increased momentum in our business execution in the upcoming
quarters."

At September 30, 2004, eGain's balance sheet showed a $1,049,000
stockholders' deficit, compared to a $420,000 deficit at
June 30, 2004.

         First Quarter Fiscal 2005 Business Highlights

       Agreement with holders of Series A Preferred Stock

The company announced that it and certain holders of its 6.75%
Series A Cumulative Convertible Preferred Stock have entered into
a restructuring agreement and a voting agreement and proxy whereby
such Series A Preferred holders have agreed to vote in favor of an
amendment to the company's certificate of incorporation providing
for the conversion of all outstanding shares of Series A Preferred
into approximately 11.6 million shares of common stock.  The
holders of the converted shares would have rights to register the
shares of common stock received in such conversion for resale.  
The proposed conversion is subject to the approval of a majority
of eGain's outstanding common stockholders and the details are
outlined in a Form 8-K filed with the Securities and Exchange
Commission on September 29, 2004.  The company anticipates
submitting the conversion to the holders of common stock at its
2004 Annual Meeting of Stockholders in December.  The conversion
would be effected promptly following stockholder approval.

                          New Products

The company launched eGain Service(TM) 7 suite -- the industry's
first complete solution for integrated service resolution and
adaptive self-service(TM).  Developed in response to significant
demand from contact center customers, integrated service
resolution enables contact centers to link with back-office
provisioning and billing systems.  This helps agents resolve
customer queries on first contact, avoiding expensive callbacks.
It also improves customer satisfaction by ensuring fail-safe
follow-up of their issues escalated outside the contact center.
Adaptive self-service(TM) addresses the growing market frustration
with poor adoption of existing web self-service solutions, mostly
based on static FAQ or keyword search technologies.  The eGain
solution provides comprehensive access methods -- dynamic FAQ,
configurable views, natural language search, virtual agent, and
case based reasoning -- to adapt to customer needs.  Analytic
capabilities in the solution identify performance gaps in the
knowledge base, automatically triggering workflow tasks to help
content managers improve web self-service adoption.

                         Market Demand

Interest among early adopters for eGain Service 7 (TM) suite, both
from existing customers looking to upgrade or new prospects, is
strong.  eGain On Demand(TM) continues to attract customers with
its flexible approach to hosted and on-premise deployments.  In
the September 2004 quarter, eGain signed up or expanded its
business with customers such as ABN-AMRO, Aliant, Barclays,
Centrica, Coors Brewers, HSBC, La Quinta, Scottish & Southern
Energy, Staples, Streets Online, Timberland, Vodafone Ireland, and
a large insurance company.

         First Quarter Fiscal 2005 Financial Highlights

                            Revenue

Revenue for the quarter was $4.7 million, an increase of 3%, from
$4.6 million in the comparable year-ago quarter.

License revenue for the quarter was $1.3 million, an increase of
$482,000 or 61% from the comparable year-ago quarter.

Support and services revenue for the quarter was $3.4 million, a
decrease of $335,000 or 9% from the comparable year-ago quarter.

International revenue accounted for 51%, and domestic revenue 49%
of total revenue for the quarter, compared to 45% international
revenue and 55% domestic revenue in the comparable year-ago
quarter.

                Cost of Revenue and Gross Profit

Gross profit for the quarter was $3.1 million or a gross margin of
66% compared to $2.6 million or 57% for the comparable year-ago
quarter.

                    Research and Development

Research and development expense for the quarter was $538,000, a
decrease of $527,000 or 49% from the comparable year-ago quarter.

                      Sales and Marketing

Sales expense for the quarter was $1.7 million, a decrease of
$182,000 or 10% from the comparable year-ago quarter.

Marketing expense for the quarter was $444,000, an increase of
$158,000 or 55% from the comparable year-ago quarter.

                   General and Administrative

General and administrative expense for the quarter was $750,000, a
decrease of $159,000 or 18% from the comparable year-ago quarter.

                      Other Income/Expense

Other expense for the quarter was $276,000 compared to $153,000
for the comparable year-ago quarter.

                            Earnings

On a GAAP basis, net loss applicable to common stockholders for
the September 2004 quarter was $2.5 million or $0.68 per share,
compared to a net loss applicable to common stockholders of
$3.9 million, or $1.06 per share in the comparable year-ago
quarter.

Pro forma net loss for the quarter was $93,000 or $0.03 per share,
compared to a pro forma net loss of $841,000 or $0.23 per share,
in the comparable year-ago quarter.

                         Balance Sheet

Cash: Total cash and cash equivalents were $4.4 million at
September 30, 2004, a decrease of $743,000 from $5.2 million at
June 30, 2004.  The change in cash and cash equivalents during the
quarter was primarily due to the increase in the accounts
receivable balance at the end of the quarter that resulted from
the increased license sales towards the end of the quarter.

Days Sales Outstanding -- DSO: DSO for the September 2004 quarter
was 74 days compared to 56 days during the comparable year-ago
quarter.  The increase in days outstanding for the September 2004
quarter was primarily due to the majority of new license contracts
closing towards the end of the quarter.

               About eGain Communications Corporation

eGain is a provider of customer service and contact center
software and services, trusted by world-class companies to achieve
and sustain customer service excellence for over a decade.  eGain
Service(TM) 7, the company's software suite, available licensed or
hosted, includes integrated applications for customer email
management, live web collaboration, service fulfillment, knowledge
management, and web self-service.  These robust applications are
built on the eGain Service Management Platform(TM) (eGain
SMP(TM)), designed to be a scalable next-generation framework that
includes end-to-end service process management, multi-channel,
multi-site contact center management, a flexible integration
approach, and certified out-of-the-box integrations with leading
call center, content and business systems.

Headquartered in Mountain View, California, eGain has an operating
presence in 18 countries and serves over 800 enterprise customers
worldwide. To find out more about eGain, visit
http://www.eGain.com/or call the company's offices -- United  
States: (888) 603-4246 ext. 9; London: +44 (0) 1753-464646; Tokyo:
81-3-5778-7590.


ENGLISH COLONY: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: English Colony Homeowners Association, Inc.
        5593 Riverdale Road, Suite D
        College Park, Georgia 30349

Bankruptcy Case No.: 04-78178

Chapter 11 Petition Date: November 1, 2004

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: J. Carole Thompson Hord, Esq.
                  Schreeder, Wheeler & Flint, LLP
                  1600 Candler Building
                  127 Peachtree Street, Northeast
                  Atlanta, Georgia 30303-1845
                  Tel: (404) 954-9858

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
English Colony Partners LP                    $339,805
PO Box 747
Farmington, Connecticut 06034-0747

City of Atlanta                               $300,650
Municipal Revenue Collector
PO Box 740560
Atlanta, Georgia 30374-0560

ICC Marquis Investors Ltd.                     $66,400
PO Box 740560
Atlanta, Georgia 30374-0560

Fulton County Tax Commissioner                 $11,967

Premium Assignment Corporation                  $2,926

Century Maintenance Supply                      $1,945

Southern Company Gas                            $1,473

The Atlanta Journal & Constitution                $900

Georgia Power Company                             $802

United Waste Service                              $665

Kenton Mosley                                     $500

Luis Langone                                      $300

Marcus Martin                                     $275

Industrial Chem Labs                              $119

BellSouth                                         $117

Fulton County Magistrate Court                     $60

Equifax Credit Information                         $50

Hico Helium & Balloons                             $18


ENRON CORP: Court Grants Accelerated Crosscountry Assignment
------------------------------------------------------------
Pursuant to their Fifth Amended Joint Chapter 11 Plan, Enron
Corporation and its debtor-affiliates filed an assumption schedule
on March 19, 2004, which lists the contracts and unexpired leases
they will need to assume or assume and assign, in accordance with
Section 365 of the Bankruptcy Code.

The Assumption Schedule includes the executory contracts that
Crosscountry Energy Services, LLC, would utilize post-
confirmation.

Martin A. Sosland, Esq., at Weil Gotshal & Manges LLP, in New
York, notes that pursuant to the Plan, any executory contracts or
unexpired leases that are not set forth on the Assumption
Schedule and:

    -- have not expired by their own terms on or prior to the
       Confirmation Date;

    -- have not been assumed and assigned or rejected with the
       approval of the Court; or

    -- are not the subject of a motion to assume that is pending
       as of the Confirmation Date,

will be deemed rejected by the Debtors on the Confirmation Date.

Any executory contracts or unexpired leases included on the
Assumption Schedule will be deemed assumed as of the Effective
Date provided that the Debtors may, at any time during the period
from the Confirmation Date up to and including the Effective
Date, amend the Assumption Schedule to delete any included
executory contracts or unexpired leases and those deleted
executory contracts or unexpired leases will be deemed rejected
as of the date the Debtors serve notice of the rejection.

On September 10, 2004, the Court approved a purchase agreement
between the Debtors and CCE Holdings, LLC, with respect to the
sale of the membership interests in Crosscountry Energy, LLC,
free and clear of all liens, claims and encumbrances.  Mr.
Sosland tells the Court that the transactions contemplated to
occur pursuant to the CCE Sale Order may be consummated prior to
the occurrence of the Effective Date.

To facilitate the consummation of the transactions contemplated
by the CCE Sale Order, the Debtors determined that they must
assume or assign 123 prepetition agreements to Crosscountry
Services in advance of the Effective Date.

At the Debtors' request, the Court authorizes the accelerated
assumption and assignment of the 123 Agreements to Crosscountry
Services, effective no later than October 28, 2004.

A copy of the 123 Agreements is available for free at:

       http://bankrupt.com/misc/123Agreements.pdf

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. 129;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENTERCOM RADIO: Moody's Upgrades Senior Implied Rating to Ba1
-------------------------------------------------------------
Moody's Investors Service upgraded the senior implied rating for
Entercom Radio, LLC to Ba1 from Ba2, and the senior subordinated
notes rating to Ba2 from Ba3.  Moody's also withdrew the ratings
associated with Entercom's senior secured bank credit facilities
following their refinancing.  

The upgrade reflects the company's modest leverage and strong
interest coverage, and credit metrics that have been maintained
over time, despite acquisition activity and notwithstanding more
aggressive debt financing assumptions.

The ratings are balanced by management's willingness to continue
to use some incremental amount of debt and correspondingly modest
increases in financial leverage to effect acquisitions,
potentially in large markets, and for share repurchases.  The
rating upgrades incorporate the impact of Entercom's recently
announced additional $100 million stock repurchase program and
Moody's belief that the company has more than adequate liquidity
to fund the program.  The rating outlook is stable.

Moody's took these rating actions:

   * Entercom Radio, LLC

     -- Upgraded the $150 million of senior subordinated notes due
        2014 to Ba2 from Ba3

     -- Upgraded the senior implied rating to Ba1 from Ba2

     -- Upgraded the senior unsecured issuer rating to Ba2 from B1

     -- Withdrew the former Ba1 ratings for the old senior secured
        credit facilities

The rating outlook is stable.

The ratings reflect Entercom's conservative balance sheet, very
modest debt service, and reasonable liquidity position, which has
exceeded Moody's expectations.  The upgrades further incorporate
Moody's view that the company has adequate flexibility in even the
higher rating categories to continue to make moderately-sized
acquisitions in order to build its radio clusters, with leverage
of 2.6x debt-to-EBITDA for the LTM ended 2Q'04.  Moreover, the
ratings are supported by Entercom's size and market presence
(#1 and #2 position in 14 out of 19 markets), station cluster's
geographic and format diversity, high proportion of more stable
local advertising revenue (approximately 78% of advertising
revenue), and station operating margins that continue to exceed
industry peers.

Additionally, Entercom's ratings are supported by management's
successful track record for improving operations and cash flow at
its acquired stations.  The company's ratings benefit from the
significant underlying asset value of its station portfolio, which
provides more than ample coverage of total debt in the event of a
downside scenario.

Entercom's aggressive acquisition strategy, focus on large
markets, willingness to finance acquisitions with debt and pay
high cash flow multiples to acquire underperforming stations, and
stock repurchase program all serve to somewhat constrain the
ratings.  Entercom operates in the highly competitive radio
broadcasting sector with success dependent on the cyclical
advertising environment and its share of the overall advertising
revenue within its markets.  Furthermore, Entercom will remain
vulnerable to the concentration of its operations to potential
economic fluctuations in its three largest markets - Boston,
Seattle and Denver - accounting for 35% of revenues and cash
flows.

The stable outlook incorporates the likelihood that Entercom will
remain conservative in the financing of large acquisitions and
limit further share repurchases.  It also incorporates our
expectation that following any combination of acquisitions and
share buybacks, management is still likely to limit leverage to
about 4 times debt-to-EBITDA.  The ratings may experience positive
momentum should Entercom make additional improvements to the
balance sheet from current levels, paying down debt with free cash
flow.  The rating outlook could turn negative should Entercom make
a large debt-financed acquisition or dividend and consequently
increase leverage beyond Moody's expectations.

For the last twelve months ended 2Q'04, total debt-to-EBITDA is
about 2.6x and cash interest coverage is about 8.2x before capital
expenditures.  Moody's believes that Entercom's availability of
$800 million under its unrated refinanced revolving credit
facility provides the company with good liquidity.

The Ba2 rating on the senior subordinated notes reflects their
contractual and effective subordination to the bank credit
facilities and other senior obligations of the company.  The
senior subordinated notes warrant only a one notch difference from
the senior implied rating given the stronger credit profile of the
consolidated entity and the lower relative loss experience of
junior creditors typically characterized within such more credit
worthy entities as supported by Moody's research on default and
recovery.

Entercom Communications Corp. is the fourth largest radio
broadcaster in the U.S. based on revenues, with 108 stations
clustered in 19 markets.


FOSTER WHEELER: Sept. 24 Stockholders' Deficit Narrows to $441.2M
-----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) reported a net loss of
$215 million for the third quarter of 2004, or a loss of $5.16 per
diluted share, on revenues of $732 million, along with a
year-to-date net loss of $190 million on revenues of $2.1 billion.  
The quarter's results were dominated by a pre-tax charge of
$175 million, of which $164 million was non-cash, resulting from
the Company's recent successful equity-for-debt exchange.  The
charge was taken consistent with SFAS 84, "Induced Conversions of
Convertible Debt."  Even after this charge, the exchange resulted
in an improvement of $448 million in the Company's consolidated
net worth.

In addition to the charge resulting from the exchange, the
quarter's results also included a $23 million charge related to
the re-evaluation of contract cost estimates for three lump-sum
turnkey projects in the Global Power Group's European operations.  
The Company incurred cost over-runs and delays on these projects.  
All three projects were bid, or approved for bidding, prior to the
formation and implementation of the Company's Project Risk
Management Group in early 2002, and each involved contracting
practices that the Company would not permit today.  Two of the
projects are now approaching client acceptance, and the third is
scheduled for client acceptance in the first quarter of 2005.
Following client acceptance, each of the projects will enter a
warranty phase.

"As I have previously stated, we are very pleased with the
successful closing of our equity-for-debt exchange this quarter,"
said Raymond J. Milchovich, chairman, president and chief
executive officer.  "With the exception of three European power
projects, our operating units' performance in the quarter met our
expectations, and, subject to the same exception, we are very
pleased with their year-to-date performance.  The three European
power projects involved work outside of the proven competencies of
the European power business unit, and our current control
processes would not allow that business unit to undertake such
work on its own today.  We are very unhappy with the performance
on those projects."

At September 24, 2004, Foster Wheeler's balance sheet showed a
$441,238,000 stockholders' deficit, compared to a $872,440,000
deficit at December 26, 2003.

                      Consolidated EBITDA

Consolidated earnings before income taxes, interest expense,
depreciation and amortization -- EBITDA -- for the quarter was
negative $172 million and for the nine months ended
September 24, 2004 was negative $46 million.  The foregoing
results included the previously described charges of $175 million
related to the Company's recently completed exchange offer and
$23 million related to three European power projects this quarter,
as well as charges totaling $62 million related to those three
projects for the nine months ended September 24, 2004.  Excluding
the foregoing charges, EBITDA for the quarter would have been a
positive $26 million and year-to-date would have been a positive
$191 million.

                         Segment EBITDA

The Engineering and Construction (E&C) Group's EBITDA was
$21 million this quarter and its year-to-date 2004 EBITDA was
$112 million.  The Group's EBITDA was driven by strong project
execution by the European E&C business units.

The Global Power Group's EBITDA for the quarter was a negative
$2 million and for the nine months ended September 24, 2004 was
positive $67 million.  Included in EBITDA for this quarter is the
$23 million charge described related to the three European
projects.  That charge more than offset the strong performance of
the North American power operations during the quarter.  If the
charges for the three European projects were excluded, the Group's
EBITDA for the quarter would have been $21 million and its EBITDA
year-to-date would have been $129 million.

             Worldwide Cash and Domestic Liquidity

Worldwide, total cash and short-term investments at the end of the
quarter were $372 million, compared with $430 million at year-end
2003, and $470 million at the end of the third quarter of 2003.
The quarter-end cash and short-term investments included $312
million held by non-U.S. subsidiaries.  The decrease in cash
during the quarter resulted primarily from the need to fund the
three European power projects discussed above and costs associated
with the completion of the exchange offer.  The Company expects
its worldwide total cash and short-term investments to remain
substantially in the range of their present levels through 2005.

As of September 24, 2004, the Company's total consolidated
indebtedness was $577 million, reduced by $456 million from
year-end 2003 and $511 million from the end of the third quarter
of 2003.  The reductions are predominantly due to the closing of
the Company's exchange offer.

"Assuming we replace our existing domestic letter-of-credit
facility with a new multi-year facility, we forecast that our
capacity to issue letters of credit and our domestic liquidity
overall will remain sufficient throughout the remainder of 2004
and all of 2005," commented Mr. Milchovich.

               Consolidated Bookings and Backlog

New orders booked during the third quarter and first nine months
of 2004 were $281 million and $1.6 billion, respectively.  The
Company's backlog at the end of the third quarter of 2004 was
$1.8 billion, down from $3.0 billion at the end of the third
quarter of 2003, and down from $2.3 billion at year-end 2003.

                  Segment Bookings and Backlog

New bookings for the E&C Group were $147 million for the quarter
and $1.2 billion the first nine months of 2004.  The E&C Group's
quarter-end backlog was $1.3 billion, down compared with
$2 billion at the end of the third quarter 2003 and even with
year-end 2003.

Backlog expressed in terms of contract price or revenues alone
does not fully reflect the profit potential of the Group because
contract price and revenues include costs incurred by the Group as
agent or as principal on a reimbursable basis, i.e., flow-through
costs.  Analysis of the Company's scope, measured as the dollar
value of backlog excluding flow-through costs, helps to provide a
more complete picture of the Group's profit potential.  This is
because scope is the component of backlog on which the Company
charges a markup.  For reimbursable contracts, it reflects the
value of the Company's services plus fees; for lump-sum type
contracts, it reflects total selling price.  Expressed in terms of
scope, E&C backlog at the end of the third quarter 2004 was
$648 million, up almost 53% from $424 million at year-end 2003 and
up 23% from $525 million at the end of the third quarter of 2003.

The E&C Group's backlog at the end of the third quarter 2004
reflects a material change in business mix, compared with third
quarter backlog in 2003.  Front-end engineering and project
management work currently account for a larger percentage of
backlog.  This business mix reflects, in part, the timing of the
investment cycles in the business sectors Foster Wheeler serves,
particularly in chemicals and petrochemicals, where the Company
has been successful in securing a significant share of the new
chemicals and petrochemicals investment wave in 2004.
Strategically, the Company also believes that a number of front-
end wins in its backlog position it well for additional business
as the projects move into the engineering, procurement and
construction phase.

New bookings in the third quarter for the Global Power Group were
$136 million.  Backlog at quarter-end was $544 million, down 44%
from $973 million at the end of the third quarter of 2003.  
Backlog expressed in terms of scope was $443 million at quarter
end, down 49% from $873 million at the end of the third quarter of
2003. Changes in traditional backlog and scope are likely to be
fairly well correlated for this Group because of the typically
small and consistent component of flow-through costs in its
business mix.

                     Calculation of EBITDA

Management uses several financial metrics to measure the
performance of the Company's business segments. EBITDA is a
supplemental, non-generally accepted accounting principle
financial measure.  EBITDA is defined as earnings/(loss) before
taxes, interest expense, depreciation and amortization.  The
Company presents EBITDA because it believes it is an important
supplemental measure of operating performance. A reconciliation of
EBITDA, a non-GAAP financial measure, to net earnings/(loss), a
GAAP measure, is attached with the Company's Consolidated
Statements.

The Company believes that the line item on its consolidated
statement of operations entitled "net earnings / (loss)" is the
most directly comparable GAAP measure to EBITDA.  Since EBITDA is
not a measure of performance calculated in accordance with GAAP,
it should not be considered in isolation of, or as a substitute
for, net earnings / (loss) as an indicator of operating
performance.

EBITDA, as the Company calculates it, may not be comparable to
similarly titled measures employed by other companies.  In
addition, this measure does not necessarily represent funds
available for discretionary use, and is not necessarily a measure
of the Company's ability to fund its cash needs.  As EBITDA
excludes certain financial information compared with net earnings/
(loss), the most directly comparable GAAP financial measure, users
of this financial information should consider the type of events
and transactions which are excluded.  EBITDA, adjusted for certain
unusual and infrequent items specifically excluded in the terms of
the Senior Credit Facility, is also used as a measure for certain
covenants under the Senior Credit Facility.

The Company's non-GAAP performance measure, EBITDA, has certain
material limitations as follows:

   -- It does not include interest expense. Because the Company
      has borrowed substantial amounts of money to finance some of
      its operations, interest is a necessary and ongoing part of
      its costs and has assisted it in generating revenue.
      Therefore, any measure that excludes interest expense has
      material limitations;

   -- It does not include taxes. Because the payment of taxes is a
      necessary and ongoing part of the Company's operations, any
      measure that excludes taxes has material limitations;

   -- It does not include depreciation. Because the Company must
      utilize substantial property, plant and equipment in order
      to generate revenues in its operations, depreciation is a
      necessary and ongoing part of its costs. Therefore any
      measure that excludes depreciation has material limitations.


GALEY & LORD: Has Until Dec. 17 to Make Lease-Related Decisions
---------------------------------------------------------------
The Honorable Mary Grace Diehl of the U.S. Bankruptcy Court for
the Northern District of Georgia extended until December 17, 2004,
the period within which Galey & Lord, Inc., and its debtor-
affiliates can elect to assume, assume and assign, or reject their
unexpired nonresidential real property leases.

Galey & Lord reminds the Court that the sale of substantially of
all of its assets to Patriarch Partners LLC has been approved, and
the sale is expected to close on November 8, 2004.

The Debtors relate that they are parties to numerous unexpired
nonresidential real property leases necessary to their ongoing
business operations and are vital assets to the Debtors as part of
the asset purchase of Patriarch Partners.  The vast amount of time
and resources the Debtors devoted to the successful negotiation of
the sale process to Patriarch Partners did not give them enough
time to review the importance of each of the unexpired leases.

The Debtors explain that the extension will give their more time
to review each of the leases and work with Patriarch Partners to
determine which of the leases will be assumed and assigned to the
Debtors as part of the asset purchase agreement.

The Debtors assure Judge Diehl that the extension will not
prejudice the relevant lessors of the leases and that they are
current on all post-petition obligations under the leases.  The
Debtors add that they have received funding under a debtor-in-
possession funding arrangement that will allow them to continue to
make rental payments to the lessors in accordance with the terms
of the leases.

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


GREENPOINT CREDIT: S&P Places Default Ratings on Seven Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services reported that its ratings on
20 manufactured housing loan-backed securitizations are not
affected by the sale and assignment and assumption of GreenPoint
Credit LLC's manufactured housing servicing platform to Green Tree
Servicing LLC.

GreenPoint, a subsidiary of North Fork Bancorporation Inc. (North
Fork), has been acting either as the primary or back-up servicer
on each of the 20 transactions since they were issued.  North Fork
agreed to sell the manufactured housing loan servicing rights to
Green Tree in October of 2004, following its purchase of
GreenPoint.

Green Tree has presented a comprehensive transition plan, which is
intended to mitigate the risks of disrupted collection activities
following the closing. After reviewing the plan, Standard & Poor's
determined that the sale of the manufactured housing servicing
platform from GreenPoint to Green Tree, will not, in and of
itself, result in any immediate rating implications on the
outstanding transactions.  As part of its ongoing surveillance
activities, Standard & Poor's will continue to monitor the
performance of all rated transactions and identify any performance
trends that may affect the outstanding ratings.

On October 29, Standard & Poor's announced nine rating actions
taken on nine classes of securities issued by three manufactured
housing loan-backed trusts originated and serviced by GreenPoint.
The rating actions were taken based upon current market
conditions, deterioration in collateral performance, and remaining
credit enhancement in light of expected remaining losses and were
unaffected by the planned servicing transfer from GreenPoint to
Green Tree.  On November 1, 2004, Standard & Poor's also lowered
its rating on class M-1 from OMI Trust 2000-D to reflect the
unlikelihood that investors will receive timely interest and the
ultimate repayment of their original principal investments.
     
                      Ratings Outstanding
    
        Security Pacific Acceptance Corp. Series 1995-1

                        Class    Rating
                        -----    ------
                        A-3      AAA
                        A-5      AAA
   
     GreenPoint Credit Manufactured Housing Contract Trust
                         Series 1998-1
   
                        Class    Rating
                        -----    ------
                        I A       AAA
                        II A      AAA
   
     GreenPoint Credit Manufactured Housing Contract Trust
                         Series 1999-1
   
                        Class    Rating
                        -----    ------
                        A-3       AAA
                        A-4       AAA
                        A-5       AAA
   
     GreenPoint Credit Manufactured Housing Contract Trust
                         Series 1999-2
   
                        Class    Rating
                        -----    ------
                        A-2       AAA
   
     GreenPoint Credit Manufactured Housing Contract Trust
                         Series 1999-3
   
                        Class    Rating
                        -----    ------
                        I A-4     AAA
                        I A-5     AAA
                        I A-6     AAA
                        I A-7     AAA
                        II A-2    AAA
   
     GreenPoint Credit Manufactured Housing Contract Trust
                         Series 1999-4
   
                        Class    Rating
                        -----    ------
                        A-2      AAA
   
    Manufactured Housing Contract Pass-Through Certificates
                         Series 1999-6
   
                        Class    Rating
                        -----    ------
                        A-2      AAA
    
                        OMI Trust 2000-C
    
                        Class    Rating
                        -----    ------
                        A-1      B+
                        M-1      CCC-
                        M-2      D
                        B-1      D
                        B-2      D
   
                        OMI Trust 2000-D
   
                        Class    Rating
                        -----    ------
                        A-2       B-
                        A-3       B-
                        A-4       B-
                        M-1       D
                        M-2       D
                        B-1       D
                        B-2       D
   
     GreenPoint Credit Manufactured Housing Contract Trust
                         Series 2000-2
   
                        Class    Rating
                        -----    ------
                        A-1      AAA
                        A-2      AAA
   
  Manufactured Housing Contract Trust Pass-Through Certificates
                         Series 2000-3
           
                        Class    Rating
                        -----    ------
                        I A      BB
                        I M-1    B-
                        I M-2    CCC-
                        II-A-1   AAA
                        II-A-2   AAA
    
  Manufactured Housing Contract Trust Pass-Through Certificates
                         Series 2000-4
   
                        Class    Rating
                        -----    ------
                        A-2      AAA
                        A-3      AAA
   
  Manufactured Housing Contract Trust Pass-Through Certificates
                         Series 2000-5
   
                        Class    Rating
                        -----    ------
                        A-2      AAA
                        A-3      AAA
    
  Manufactured Housing Contract Trust Pass-Through Certificates
                         Series 2000-6
    
                        Class    Rating
                        -----    ------
                        A-2      AAA
                        A-3      AAA
   
  Manufactured Housing Contract Trust Pass-Through Certificates
                         Series 2000-7
   
                        Class    Rating
                        -----    ------
                        A-1      AAA
                        A-2      AAA
   
  Manufactured Housing Contract Trust Pass-Through Certificates
                         Series 2001-1
   
                        Class    Rating
                        -----    ------
                        I A      AAA
                        I M-1    AA-
                        I M-2    AA
                        II A     AAA
                        II M-1   AA
                        II M-2   AA
   
Manufactured Housing Contract Trust Pass-Through Certificates
                         Series 2001-2
   
                        Class    Rating
                        -----    ------
                        I A-1    AAA
                        I A-2    AAA
                        II A-1   AAA
                        II A-2   AAA
   
   Madison Avenue Manufactured Housing Contract Trust 2002-A
   
                        Class    Rating
                        -----    ------
                        A-1     AAA
                        A-2     AAA
                        A-IO    AAA
                        M-1     A+
                        M-2     BBB+
                        B-1     BB+
                        B-2     B
    
     Lehman ABS Manufactured Housing Contract Trust 2002-A
  Lehman ABS Manufactured Housing Contract Senior/Subordinate
                   Asset-Backed Certificates
                         Series 2002-A
    
                        Class    Rating
                        -----    ------
                        A        AA
                        M-1      A+
                        M-2      BBB+
                        B-1      BB+
   
        ACE Securities Corp. Manufactured Housing Trust
                        Series 2003-MH1
   
                        Class    Rating
                        -----    ------
                        A-1      AAA
                        A-2      AAA
                        A-3      AAA
                        A-4      AAA
                        M-1      AA
                        M-2      A
                        B-1      BBB


HERBST GAMING: Moody's Rates Planned $150 Mil. Sr. Sub. Notes B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Herbst Gaming
Inc.'s proposed $150 million 10-year senior subordinated notes.
Moody's also assigned a B1 rating to the company's $275 million
senior secured amended and restated bank credit facility effective
October 8, 2004.  The bank facility consists of a $175 million
5-year revolver and $100 million 6-year term loan B.  Proceeds
from the bank facility and new note offering will be used to fund
the acquisition of Grace Entertainment and refinance Herbst's
existing debt including the company's $160 million 8.125% senior
subordinated notes due 2012.

Herbst's ratings consider that the Grace acquisition will not
materially change Herbst's overall credit profile.  Although
debt/EBITDA will increase to 4.7x on a pro forma basis compared to
4.0x for the latest 12-month period ended June 30, 2004.  Herbst
will continue to generate free cash flow, a portion of which is
expected to maintain leverage at or near 4.0x over the
intermediate and long-term.  Additionally, the company is expected
to benefit from an increased level of size and diversification.

The stable rating outlook continues to reflect the company's high
recurring revenue stream from slot operations, positive free cash
flow profile, good liquidity profile and favorable growth
prospects.  Despite the increase in size and diversification,
ratings upside is limited at this time given the large size of the
Grace acquisition relative to Herbst's existing asset base. Slower
than expected deleveraging and another debt financed acquisition
prior to the integration of the Grace assets could negatively
impact ratings.

In July 2004, Herbst agreed to purchase the riverboat casino
assets of Grace Entertainment for approximately $287 million in
cash, or about 6.3 times (x) the acquired properties combined cash
flow.  The assets purchased include the St. Jo Frontier Casino, in
St. Joseph, Missouri, the Mark Twain Casino in La Grange,
Missouri, and Lakeside Casino Resort in Osceola, Iowa.  The sale
remains subject to customary closing conditions and is expected to
close by March 31, 2005.  Moody's affirmed Herbst's ratings at the
time the announcement was made.

The new senior subordinated notes will be fully and
unconditionally guaranteed on a senior subordinated basis.  Prior
to the closing of the Grace acquisition, the net proceeds from the
senior subordinated notes offering, together with borrowings under
the credit facility, will first be used to temporarily reduce
outstanding revolver borrowings and thereafter to invest in short
term securities.  If the closing of the Grace acquisition does not
occur, proceeds can be used for general corporate purposes.

These new ratings were assigned:

   -- $175 million 5-year senior secured revolver, B1;
   -- $100 million 6-year senior secured term B, B1; and
   -- $150 million 10-year senior subordinated notes, B3.

Headquartered in Las Vegas, Nevada, Herbst Gaming, Inc. owns both
slot route operations and casino operations.  Route operations
involve the exclusive installation and operation of slot machines
in non-casino locations such as grocery stores, drug stores, bars
and restaurants.  Herbst also owns and operates five casino
facilities throughout Nevada: two in Pahrump, one in Henderson,
one in Searchlight, and one in Las Vegas.


IMCO RECYCLING: Posts $314,000 Third Quarter 2004 Net Loss
----------------------------------------------------------
IMCO Recycling Inc. (NYSE: IMR) said its total processing volume
and overall segment income increased significantly in the third
quarter of 2004, but that a customer bankruptcy filing caused it
to report a net loss for the period of $314,000.

In the third quarter of 2003 the company had a net loss of
$693,000 or $.05 per share due mainly to a low level of processing
volume in the domestic aluminum segment, and to the recording of a
mark-to-market aluminum hedge loss in the international aluminum
segment.

As previously announced, INTERMET Corporation's bankruptcy filing
on September 30 prevented IMCO from recognizing $3.2 million of
revenues for third quarter 2004 shipments of specification
aluminum alloys to that customer. The costs associated with those
shipments were recorded in the third quarter. The company is
aggressively pursuing recovery of the value of the INTERMET
shipments through the bankruptcy process. If funds are recovered,
they would be reported as income in future periods when received.

Excluding the effect of the customer bankruptcy filing, which
reduced net earnings by $2.0 million (or $.13 per share), IMCO
would have had net earnings of $1.7 million or $.11 per share in
the third quarter of 2004.

Richard L. Kerr, IMCO's president and chief executive officer,
said, "Our total processing volume in 2004's third quarter was 16
percent higher than in the same period a year ago. Even with the
effect of the customer bankruptcy filing, overall segment income
of our domestic aluminum, international aluminum and zinc
businesses was 50 percent higher than in last year's third
quarter. This improvement was partially offset by higher interest
expense and by an increase in selling, general and administrative
(SG&A) expense."

Third quarter 2004 volume of the domestic aluminum segment rose 15
percent from the level of the year-ago period because of the
recovery in U.S. industrial activity, a stronger overall aluminum
market and new business the company has obtained. Income of this
segment, which was affected by the customer bankruptcy filing,
totaled $4.1 million compared with $4.0 million in the third
quarter of 2003.

Increased customer demand and higher operating rates at IMCO's
international aluminum facilities in Brazil, Mexico and Europe
resulted in a 24 percent rise in that segment's third quarter 2004
processing volume. The company's consolidated subsidiary, VAW-IMCO
GmbH of Germany, met the increased demand from its customers with
greater capacity that was added in a project completed last year.
Income of the international aluminum segment more than doubled to
$5.4 million from $2.4 million in the comparable 2003 period due
to the rise in volume and to the mark-to-market hedge loss
recorded in the year- ago period.

The zinc segment's third quarter processing volume was slightly
higher than in the same period of 2003 but its income increased to
$2.4 million from $1.6 million because of a rise in the zinc price
which resulted from that industry's better supply/demand balance.

SG&A expense increased in the third quarter of 2004 due to costs
related to the company's proposed merger with Commonwealth
Industries, Inc. that was announced on June 17, and to significant
costs related to management's assessment of internal control
processes required by Section 404 of the Sarbanes-Oxley Act. In
addition, legal fees in the third quarter were higher than in the
same period of 2003. SG&A expense was higher in the first nine
months of 2004 for those reasons, because of severance and
associated costs related to the April retirement of IMCO's former
chairman and chief executive officer, and because of the
consolidation of VAW-IMCO's operations in March 2003.

Interest expense rose in the third quarter and first nine months
of 2004 due to a greater level of debt outstanding that resulted
from full ownership of VAW-IMCO, and to higher interest rates on
long-term debt facilities that were part of IMCO's October 2003
refinancing.

The company's total debt at the end of the third quarter of 2004
was about $33 million lower than at the end of 2004's second
quarter. This decline was due to higher cash flow from operating
activities, improved working capital management, and to the
utilization of about $4.8 million of restricted cash to fund
capital spending projects in the period. The use of restricted
cash to fund capital spending allowed IMCO to pay down debt with
cash flow from operating activities.

The company's net earnings in the first nine months of 2004 were
$2.7 million or $.18 per share compared with $3.1 million or $.21
per share in the same period of 2003. Excluding the effects of the
third quarter customer bankruptcy filing, which reduced net
earnings by $2.0 million (or $.13 per share), and the severance
and associated costs recorded in the second quarter, which reduced
net earnings by $2.3 million (or $.15 per share), IMCO's net
earnings in the first nine months of 2004 would have been $6.9
million or $.45 per share.

Total aluminum and zinc volume in 2004's third quarter was 863.0
million pounds, 16 percent above volume of 741.5 million pounds in
the same period of 2003.

Revenues in the third quarter were $283.0 million, up 29 percent
from revenues of $219.6 million in the same period of 2003.
Revenues rose more than volume because of higher metal prices and
because the majority of VAW- IMCO's volume is based on product
sales that include the cost of metal purchased, processed and
sold.

Processing volume in the first three quarters of 2004 increased 17
percent to 2.53 billion pounds from 2.17 billion pounds in the
same period of 2003.

Revenues in the first three quarters of this year rose 31 percent
to $854.0 million from revenues of $654.1 million in the first
nine months of 2003.

IMCO's management will not provide guidance as to the company's
anticipated financial results for the fourth quarter of 2004
because the proposed merger with Commonwealth Industries is
expected to close in that period.

With regard to the proposed merger, IMCO has filed a Form S-4 (and
amendments to that form) with the Securities and Exchange
Commission. Special meetings of the stockholders of both companies
to consider the merger proposal are expected to be held in
December.

Completion of the merger is conditioned on stockholder approval
for both companies, regulatory consents and approvals, obtaining
adequate assurances of refinancing certain debt of the two
companies and other customary closing conditions.

IMCO and Commonwealth have announced that, following completion of
their proposed merger, they will name the merged company Aleris
International, Inc.

The public and media are invited to listen to IMCO's conference
call that will begin at 10:30 A.M.(ET) tomorrow. To access the
call, log on to company's web site at
http://www.imcorecycling.com/If you are unable to access the call  
on a live basis, it will be archived on the website.

                        About the Company

IMCO Recycling Inc. is one of the world's largest recyclers of
aluminum and zinc. The company has 20 U.S. production plants and
five international facilities located in Brazil, Germany, Mexico
and Wales. IMCO Recycling's headquarters office is in Irving,
Texas.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2004,
Moody's Investors Service upgraded certain debt ratings of IMCO
Recycling, (senior implied to B1 from B2). In a related action,
Moody's assigned a B3 rating to IMCO Escrow Recycling Inc's
$125 million senior notes due 2014.  The rating outlook is stable.
This concludes Moody's review of IMCO Recycling.


INTERLINE BRANDS: Sept. 24 Balance Sheet Upside-Down by $288.5 Mil
------------------------------------------------------------------
Interline Brands, Inc., a distributor and direct marketer of
maintenance, repair and operations products, reported record sales
of $190.4 million for the fiscal quarter ending September 24,
2004, a 14.2% increase over sales of $166.7 million in the
comparable 2003 period. Revenue increased primarily as a result of
new sales and marketing initiatives, improving conditions in the
Company's core facilities maintenance and professional contractor
markets, and the November 2003 acquisition of Florida Lighting,
Inc. Operating income was $20.5 million and net income was $6.9
million for the third quarter of 2004 compared to $16.4 million
operating income and $4.8 million net income during the comparable
period in 2003.

Interline's President and Chief Executive Officer, Michael Grebe,
commenting on the Company's performance, stated, "We are pleased
with our results for the third quarter. We are continuing to see
good returns on the investments we made last year in sales growth
initiatives, and are experiencing increased demand in many of our
key end markets."

Gross profit increased $9.8 million to $73.2 million in the third
quarter of fiscal 2004, up from $63.4 million in the 2003
comparable period. As a percentage of net sales, gross profit was
38.4% in the third quarter of 2004 compared to 38.0% in the third
quarter of 2003. SG&A expenses increased by $6.0 million to $49.7
million in the third quarter of 2004 from $43.7 million in the
comparable period for the prior year. Excluding the effects of the
Florida Lighting acquisition, SG&A expenses increased by $3.1
million, or 7.2%. This increase was primarily related to
incremental delivery and selling expenses associated with
increased sales volume and continued investment in sales and
marketing initiatives.

For the nine-month period ended September 24, 2004, net sales were
$548.4 million, a $67.1 million or 14.0% increase over net sales
of $481.2 million for the comparable period ended September 26,
2003. Beginning in the third quarter of 2003, the company
reclassified freight costs paid by its customers from selling,
general and administrative expenses to net sales. Excluding the
effect of the third quarter 2003 freight reclassification and the
Florida Lighting acquisition, revenue for the nine-month period
increased 8.0% over the comparable 2003 period. Gross profit
increased 14.7%, or $26.9 million, to $209.9 million for the nine-
month period ended September 2004 from $183.0 million in the
comparable 2003 period. As a percentage of net sales, gross profit
was 38.3% compared to 38.0% for the comparable period in 2003.
Excluding the third quarter 2003 freight reclassification, the
gross margin percent for the nine-month period ended September
2004 was 38.0%, comparable to the prior year period.

SG&A expenses were $148.1 million for the nine-month period ended
2004 compared to $126.7 million in the comparable prior year
period, an increase of $21.4 million. Excluding the effect of the
2003 freight reclassification and the Florida Lighting
acquisition, SG&A expenses increased by $10.2 million, or 8.0%,
primarily as a result of incremental delivery and selling expenses
associated with increased sales volume and continued investment in
sales and marketing initiatives.

At September 24, 2004, Interline Brands' balance sheet showed a
$288,497,000 stockholders' deficit, compared to a $264,536,000
deficit at December 26, 2003.

                        About the Company

Interline Brands, Inc. is a leading direct marketing and specialty
distribution company with headquarters in Jacksonville, Florida.
Interline provides maintenance, repair and operations (MRO)
products to professional contractors, facilities maintenance
professionals, hardware stores, and other customers across North
America and Central America.


IRON MOUNTAIN: Moody's Reviewing Single-B Ratings & May Downgrade
-----------------------------------------------------------------
Moody's Investor's Service placed the ratings of Iron Mountain
Incorporated on review for possible downgrade.  At the same time,
Moody's downgraded the company's SGL rating to SGL-3 from SGL-2.

The review of the company's ratings for potential downgrade is
triggered by the company's continued appetite for debt financed
acquisitions in excess of Moody's expectations, the growing risk
profile of the company's business mix, and the continued weak free
cash flow generation in relation to the company's sizable debt.

Moody's will conclude the review shortly.  The review will give
full consideration to the company's recent announcement of the
acquisition of Connected Corporation and the related financing
package, as well as the company's recent presentation to Moody's
of its financial and business projections.

The SGL -3 rating for Iron Mountain reflects Moody's expectation
that operating cash flow, combined with cash balances, and
combined availability under its secured revolving credit
facilities should be sufficient to cover capital needs over the
coming year.  However, Moody's notes that availability under total
committed revolvers has reduced significantly since June 30, 2004.
Based upon Moody's evaluation of near term covenant compliance,
Moody's believes the company will have a very modest cushion for
the next twelve months and the issuer may require convenant relief
to maintain orderly access to funding lines.  In addition, the
company does not enjoy any meaningful alternate sources of
liquidity.

Moody's anticipates that cash flows from operations, combined with
cash balances and combined availability under senior secured
revolving credit facilities, should be sufficient to finance
estimated capital expenditures of approximately $250 million and
expected working capital needs for the next twelve months.  The
company's investment in acquisitions has eroded its liquidity
cushion.  Moody's believes this trend will continue over the next
twelve months.  Moody's also notes that Iron Mountain has limited
scheduled debt maturities through 2009.

Moody's believes that the diminishing cushion under the bank
covenant tests may require the issuer to seek convenant relief to
maintain orderly access to funding lines.  The bank covenants
include the maintenance of a maximum Net Debt to EBITDA, a maximum
Guarantor Indebtedness to pro-forma EBITDA and a minimum Fixed
Charge ratio.  The tightest covenants in the near term are
expected to be the Guarantors Leverage test and the Net Debt to
EBITDA covenant.  Moody's does not expect any significant
improvement in these EBITDA cushions over the next twelve months.

Opportunities for significant asset sales as alternate means of
liquidity are limited.  Because Iron Mountain is an industry
leader, Moody's believes that a quick sale of large pieces of
assets at a favorable price might be difficult for the company.

The future direction of the SGL rating may be positively
influenced by an increase in free cash flow generation, a
reduction in acquisition financing and relief from the lenders
from existing covenant tests.  At the same time, increased
leverage and any decapitalization in terms of negative retained
earnings, asset impairments, dividends or share repurchases (and
correspondingly diminished covenant coverage) could have a
negative impact on the SGL rating.

The debt placed under review for possible downgrade includes:

   * $350 million guaranteed senior secured revolving credit
     facility due 2009, rated B1;

   * $200 million guaranteed senior secured Term Loan B due 2011,
     rated B1;

   * $150 million principal amount of 8.25% guaranteed senior
     subordinated notes due 2011, rated B3;

   * $481 million principal amount of 8.625% guaranteed senior
     subordinated notes due 2013, rated B3;

   * $431 million principal amount of 7.75% guaranteed senior
     subordinated notes due 2015, rated B3;

   * $320 million principal amount of 6.625% guaranteed senior
     subordinated notes due 2016, rated B3;

   * GBP150 million guaranteed senior subordinated notes due 2014,
     rated B3;

   * Senior Implied Rating of B1;

   * Senior Unsecured Issuer Rating of B2.

Iron Mountain Incorporated, based in Boston, Massachusetts, is an
international provider of records and information management and
related services.  Total sales for fiscal 2003 were $1.5 billion.


KAISER ALUMINUM: Bondholders Challenge Subordination of Claims
--------------------------------------------------------------
Law Debenture Trust Company of New York is the Indenture Trustee
under an Indenture dated as of February 1, 1993, under which
Kaiser Aluminum & Chemical Corporation is the issuer of certain
notes and various Debtor-subsidiaries of KACC are guarantors.

On February 17, 1994, KACC issued 9-7/8% Senior Notes due 2002.
Pursuant to Indentures dated as of October 26, 1996, and as of
December 23, 1996, KACC issued 10-7/8% Senior Notes due 2006.
Payment of the Senior Notes has also been guaranteed by the
Subsidiary Guarantors.

On December 31, 2002, State Street Bank and Trust Company -- as
predecessor indenture trustee -- filed a proof of claim against
KACC and each Subsidiary Guarantor.  The amounts owing as
described in the proof of claim consist of:

    (a) principal due on the Subordinated Notes for $400,000,000;

    (b) prepetition interest for $27,200,000;

    (c) postpetition interest;

    (d) Indenture Trustee fees and expenses; and

    (e) all other amounts due to the Subordinated Noteholders and
        their indenture trustees under the Subordinated Note
        Indenture.

On July 16, 2003, Law Debenture filed its proofs of claim against
Alpart Jamaica, Inc., and Kaiser Jamaica Corporation.  The proofs
of claim listed the same amounts owing as the December 2002
Claims except that the prepetition interest component was
$78,661,479 due to the later filing date.

According to Francis A. Monaco, Jr., Esq., at Monzack and Monaco,
PA, in Wilmington, Delaware, the Subsidiary Guarantors intend to
propose one or more reorganization plans that will contemplate
enforcement of contractual subordination provisions in accordance
with Section 510(b) of the Bankruptcy Code.

Mr. Monaco also states that holders of the Senior Note Guarantees
assert that the claims against the Subsidiary Guarantors in
respect of the Subordinated Note Guarantees are subordinated to
the claims against the Subsidiary Guarantors in respect of the
Senior Note Guarantees, and therefore the claims should be
classified separately and treated differently in the Subsidiary
Plan for each Subsidiary Guarantor.  Under this theory, holders of
the Subordinated Note Guarantees would receive little or nothing
under the Plan.

Mr. Monaco points out that the Subordinated Note Guarantees are
pari passu with, and not subordinated to, the Senior Note
Guarantees, thus separate classification and treatment of the
Subordinated Note Guarantees is impermissible under the
Bankruptcy Code.

Accordingly, Law Debenture asks the Court to determine pursuant to
Rule 3013 of the Federal Rules of Bankruptcy Procedure that,
because the Subordinated Note Guarantees are pari passu with the
Senior Note Guarantees, they should be placed within the same
class of unsecured creditors in the Subsidiary Plan for each
Subsidiary Guarantor and be treated in the same way.

                             Responses

(A) Debtors

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, states that no rational reading of the
Subordinated Note Indenture supports Law Debenture's two-tiered,
contradictory interpretation of the subordination provisions.
Under the Subordinated Note Indenture's plain language, including
the broad subordination provisions, and even under the "Senior
Indebtedness" definition upon which Law Debenture relies so
heavily -- the Senior Note Guarantees are senior in priority and
right of payment to the Subordinated Note Guarantees.  The context
in which KACC issued the Subordinated Notes, the history of the
relevant language, as well as events post-dating the issuance of
the Subordinated Notes, among other things, all prove the single,
clear intent of KACC and the underwriters to subordinate the
Subordinated Note Guarantees.

Ms. Newmarch maintains that not a shred of evidence exists to
support the tortured and highly unorthodox interpretation advanced
by Law Debenture.

(B) Creditors Committee

The Official Committee of Unsecured Creditors contends that a
motion under Bankruptcy Rule 3013 is premature in Kaiser's cases
where no Chapter 11 plan has been filed and the Debtors retain the
exclusive right to propose a plan and solicit acceptances of that
plan.  Bankruptcy Rule 3013 provides a mechanism through which a
Bankruptcy Court may consider and determine classification issues
prior to a plan confirmation hearing.

William P. Bowden, Esq., at Ashby & Geddes, in Wilmington,
Delaware, asserts that the Subordinated Notes and the
Subordinated Note Guarantees were clearly intended to be
subordinated in right of payment to the Senior Notes pursuant to
the specific language of the Subordinated Note Indenture.  A
consistent reading of all the provisions of the Subordinated Note
Indenture supports that conclusion.  Should the Court find that
the provisions of the Subordinated Note Indenture are ambiguous,
then the Creditors Committee urges the Court to permit the parties
to engage in discovery and not to render a decision on Law
Debenture's request until after the Court holds an evidentiary
hearing and considers all of the evidence.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.  
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER ALUMINUM: U.S. Bank Wants Senior Bonds Given Priority
------------------------------------------------------------
U.S. Bank National Association serves as Indenture Trustee for the
Senior Notes issued by Kaiser Aluminum & Chemical Corporation
under the terms of three indentures:

    (1) Indenture dated as of February 17, 1994, for the issuance
        of up to $225,000,000 of 9-7/8% Senior Notes due 2002, as
        amended by a First Supplemental Indenture dated as of
        February 1, 1996, Second Supplemental Indenture dated as
        of July 15, 1997, and Third Supplemental Indenture dated
        as of March 31, 1999.  As of January 13, 2003, the holders
        of the 9-7/8% Senior Notes were owed approximately
        $172,780,000 in principal and $24,076,413 in accrued and
        unpaid interest.

    (2) Indenture dated as of October 23, 1996, for the issuance
        of up to $175,000,000 of 10-7/8% Series B Senior Notes due
        2006, as amended by that First Supplemental Indenture
        dated as of July 15, 1997, and that Second Supplemental
        Indenture dated as of March 31, 1999.  As of January 13,
        2003, the holders of the 10-7/8% Series B Senior Notes
        were owed approximately $175,000,000 in principal and
        $23,683,333 in accrued and unpaid interest.

    (3) Indenture dated as of December 23, 1996, for the issuance
        of up to $50,000,000 of 10-7/8% Series D Senior Notes due
        2006, as amended by that First Supplemental Indenture
        dated as of July 15, 1997, and that Second Supplemental
        Indenture dated as of March 31, 1999.  As of January 13,
        2003, the holders of the 10 7/8% Series D Senior Notes
        were owed approximately $50,000,000 in principal and
        $6,766,667 in accrued and unpaid interest.

The Senior Notes were guaranteed by certain of Kaiser's
subsidiaries, Kaiser Jamaica Corporation, Kaiser Alumina
Australia Corporation, Kaiser Finance Corporation, Alpart
Jamaica, Inc., Kaiser Micromill Holdings, Kaiser Sierra
Micromills, LLC, Kaiser Texas Sierra Micromills, LLC, Kaiser
Texas Micromill Holdings, LLC, Kaiser Bellwood Corporation, and
Kaiser Transportation Corporation.

Trilogy Capital, Caspian Capital Partners, Varde Partners, Canyon
Partners, Citadel Equity Fund Ltd., Citadel Credit Trading Ltd.,
Durham Asset Management L.L.C., Farallon Capital Management
L.L.C., Troob Capital, and Scoggin Capital comprise an ad hoc
group of Senior Noteholders, who hold approximately $217,862,000
of the outstanding principal amount of the Senior Notes.

The holders of the Senior Notes purchased them in direct and or
indirect reliance upon express public market representations by
Kaiser, both prior to and after their issuance, that the Senior
Notes and guarantees of those Senior Notes by certain Kaiser
subsidiaries would rank senior in right and priority to all
payments of any kind or from any source on approximately $400
million of Senior Subordinated Notes issued on February 1, 1993
-- Junior Notes -- including payments pursuant to certain Kaiser
subsidiaries' guarantees of the Junior Notes.

Law Debenture Trust Company of New York serves as the Junior Note
Trustee under that certain Indenture, dated as of February 1,
1993, as amended, between Kaiser Aluminum Australia Corporation,
Alpart Jamaica, Inc., Kaiser Jamaica Corporation and First
National Bank, as Trustee.

Now, Alain M. Baudry, Esq., at Maslon Edelman Borman & Brand,
LLP, in Minneapolis, Minnesota, says, ten years after the Senior
Notes were issued and the marketplace has traded on these
securities assuming that the Senior Notes have the senior priority
expressed in their Indentures, the Junior Note Trustee for the
first time seeks to negate the bargained-for subordination by
claiming that their indenture provides that they are pari passu
with Senior Noteholders in connection with the Kaiser
subsidiaries' guarantees.

According to Mr. Baudry, the absolute priority of the Senior
Notes and Senior Note Guarantees to the Junior Notes and Junior
Note Guarantees was expressly confirmed in writing by Kaiser
pursuant to written Notices of Senior Indebtedness dated
February 17, 1994, October 23, 1996, and December 23, 1996, issued
to the Junior Note Trustee, which notices were a condition
precedent to the Senior Notes and Senior Note Guarantees
qualifying as Senior Indebtedness within the meaning of the
Junior Indenture.

"The Junior Note Trustee never challenged these Notices of Senior
Indebtedness when they were received and has remained silent for
nearly 10 years until its recent filing of a motion under
Bankruptcy Rule 3013 seeking a determination that the Junior Note
Guarantees are pari passu with the Senior Note Guarantees," Mr.
Baudry says.

Mr. Baudry asserts that the Senior Note Guarantees are senior in
priority to the Junior Note Guarantees under the express terms of
the Junior Indenture.  Article 3 of the Junior Indenture
subordinates the Junior Note Guarantees to the prior payment in
full of all "Senior Indebtedness" of Kaiser.  Specifically,
Section 3.01 of the Junior Indenture expressly provides in
pertinent part that:

    "for the benefit of all present and future holders of Senior
    Indebtedness of the Company, that all direct or indirect
    payment or distributions on or with respect to the [Junior]
    Notes . . . is hereby expressly subordinated . . . to the
    prior payment in full . . . of all Senior Indebtedness of the
    Company."

The reference to "indirect" payments naturally encompasses
payments pursuant to guarantees, Mr. Baudry says.  There is no
basis to suggest that the subordination in Section 3.01 of all
direct and indirect payments of the Junior Notes to the prior
payment in full of Senior Indebtedness does not encompass payments
by the subsidiary guarantors.  Section 3.01 is binding not just on
the Company, but on "each holder of [the Junior] Notes."

Mr. Baudry adds that Article 16 of the Junior Indenture also
provides that the Junior Note Guarantees are subordinated to the
Senior Note Guarantees.  Under Section 16.02 of the Junior
Indenture, the Subsidiary Guarantors and Junior Noteholders agreed
that all payments pursuant to the Junior Note Guarantees "are
hereby expressly subordinated . . . to the prior payment in full .
. . of all Senior Indebtedness of such Subsidiary Guarantor."

Under the Junior Indenture, Mr. Baudry relates, the definition of
"Senior Indebtedness" includes "the principal of, premium, if any,
and interest on all indebtedness of such Person for money borrowed
(including all such indebtedness evidenced by notes, debentures or
other securities issued for money, whether issued or assumed by
such Person)."  A guaranty is indebtedness on a note issued by
someone for money borrowed.  The Senior Note Guarantees are
indebtedness of the Subsidiary Guarantors for money borrowed by
Kaiser and therefore constitute "Senior Indebtedness" within the
meaning of the Junior Indenture.  The Junior Noteholders'
construction of the Junior Indenture to claim the Junior Note
Guarantees are not "Senior Indebtedness" of the Subsidiary
Guarantors:

    (i) misconstrues the plain reading of the Junior Indenture; or

   (ii) at best creates an ambiguity which would be definitively
        resolved in favor of the Senior Noteholders based on:

        -- the Notices of Senior Indebtedness,

        -- the language in the Senior Note Prospectuses and the
           Senior Indentures,

        -- the commercial expectation of the capital markets, and

        -- the absence of any challenge by the Trustee for the
           Junior Notes for nearly ten years.

Mr. Baudry tells the Court that the Junior Noteholders directly
benefited from the investment of $400 million into Kaiser by the
Senior Noteholders, which was used for, among other things,
reducing outstanding borrowings under Kaiser's revolving credit
facility, working capital and general corporate purposes.  By
virtue of their subordination, Junior Noteholders also benefited
by receiving a higher interest rate of 12-3/4% versus Senior
Noteholders who received either 9-7/8% or 10-7/8%.

"Now, however, the Junior Noteholders, through their Trustee, are
seeking an extraordinary and unjustified windfall through a flawed
reading of the Junior Indenture which would eliminate
retroactively the subordination of the Junior Notes and Junior
Note Guarantees to the Senior Notes and Senior Note Guarantees,"
Mr. Baudry notes.

Accordingly, U.S. Bank and the Ad Hoc Group of Senior Noteholders
ask the Court to declare that the Senior Notes and Senior Note
Guarantees are senior in right and priority of payment to the
Junior Notes and Junior Note Guarantees.  In the alternative,
U.S. Bank and the Ad Hoc Group of Senior Noteholders seek
reformation of the Junior Indenture to alleviate any ambiguity in
the Indenture so that it provides for subordination in light of
the parties' clear intent that all rights of payment of the
Junior Noteholders from any source, including from the Junior
Note Guarantees were to be subordinate to the prior payment in
full of the Senior Notes.

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)


KARAVAN DOORS INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Karavan Doors, Inc.
        180 Industrial Way
        Fayetteville, Georgia 30214

Bankruptcy Case No.: 04-17508

Type of Business:  The Company sells and installs door systems,
                   components and accessories from custom made
                   roll-up and sliding steel doors to lightweight
                   sheet doors for commercial, industrial or
                   specialty applications.  See
                   http://www.karavan.com/

Chapter 11 Petition Date: November 1, 2004

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: Rex Cornelison, Esq.
                  Cornelison & Ziolo, LLP
                  3210 Peachtree Road, Suite 1
                  Atlanta, Georgia 30305-26400
                  Tel: 404-442-9191

Total Assets: $1,677,299

Total Debts:  $3,107,156

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
The Cookson Company           Equipment Purchase        $342,737
135 South LaSalle
Department 1869
Chicago, Illinois 60674-1869

Georgia Department of         Sales & Withholding       $289,731
Revenue                       Taxes
270 Washington Street
Bankruptcy Department
Atlanta, Georgia 30334

The Cookson Company CK675P    Equipment Purchase        $232,558
File #56238
Los Angeles, California 90074

Internal Revenue Service      Federal Income Taxes      $182,968

Norment Industries            Equipment Purchase        $126,250

Georgia Department of         Georgia Withholding        $63,734
Revenue                       Taxes

Clopay Corporation            Equipment Purchase         $56,718

Internal Revenue Service      FICA                       $55,087

The Cookson Company 675R      Equipment Purchase         $52,347

Richard Wilcox, Inc.          Equipment Purchase         $51,957

Micanan Systems, Inc.         Equipment Purchase         $42,037

Internal Revenue Service      941 Interest               $40,015

Internal Revenue Service      941 Penalties              $38,047

Mid-America Door              Equipment Purchase         $35,964

Overly Door Company           Equipment Purchase         $30,286

Menger Custom Door            Equipment Purchase         $29,200

Georgia Department of         Georgia Withholding        $26,387
Revenue                       Taxes

Internal Revenue Service      Federal Withholding        $26,109
                              Taxes

Dynaco USA, Inc.              Equipment Purchase         $23,166

Yancey Cat The Rental Store   Services                   $21,841


KITTY HAWK: General Motors Claim Resolved & Chapter 11 Case Over
----------------------------------------------------------------
Kitty Hawk, Inc. (AMEX:KHK) reported that the previously disclosed
claim against the Company by General Motors has been resolved in
favor of the Company.

In 2001, General Motors and Delphi Automotive were sued in Wayne
County, Mich. by a number of air charter carriers in connection
with air transportation services arranged by the Company as
Charter Manager for General Motors and Delphi Automotive and for
which the air charter carriers were not paid as a result of the
Company's bankruptcy. The air charter carriers are seeking to
recover over $4.0 million from General Motors and Delphi
Automotive. General Motors had named the Company as a third party
defendant in the litigation and was seeking indemnification
against the Company.

In February 2004, the parties agreed that the indemnification
claim would be heard in bankruptcy court in Fort Worth, Texas. In
May 2004, the Company was dismissed from the litigation in Wayne
County, Mich. On Nov. 3, 2004, the Bankruptcy Court granted the
Company's motion that the General Motors' claim for
indemnification be denied in its entirety.

The General Motors claim was the last unresolved material claim
related to the Company's reorganization. As a result, the Company
will distribute shares of common stock to its unsecured creditors
in accordance with its confirmed plan of reorganization and
request that its bankruptcy case be closed.

As a recognized leader in air cargo customer service, Kitty Hawk
is the premier provider of guaranteed, mission-critical, scheduled
overnight air freight transportation to major business centers
throughout North America including, Alaska, Hawaii, Toronto,
Canada, San Juan, Puerto Rico and Mexico. With more than 30 years
experience in the aviation and airfreight industries, Kitty Hawk
plays a key connecting role in the global supply chain. Kitty Hawk
serves the logistics needs of more than 1,500 freight forwarders,
integrated carriers, logistics companies and major airlines with
its fleet of B727 freighter aircraft, its ground truck network, as
well as its 239,000 square-foot cargo warehouse, US Customs
clearance and sort facility at its Fort Wayne, Ind. hub. Later
this year, Kitty Hawk will become the North American launch
customer for the fuel-efficient and environmentally-friendly
Boeing 737-300SF aircraft. Kitty Hawk's extensive air-ground cargo
network and award-winning, guaranteed overnight express service is
ideal for heavy-weight shipments, special goods with unique
dimensions, perishables, animals and other valuable shipments.

                        About the Company

Kitty Hawk, based in Dallas, Texas -- http://www.khcargo.com/--  
provides guaranteed, mission-critical, scheduled overnight air
freight transportation to major business centers throughout North
America including, Alaska, Hawaii, Toronto, Canada, San Juan,
Puerto Rico and now, four cities in Mexico.  With more than 30
years experience in the aviation and airfreight industries, Kitty
Hawk plays a key connecting role in the global supply chain.  
Kitty Hawk serves the logistics needs of more than 1,500 freight
forwarders, integrated carriers, logistics companies and major
airlines with its fleet of B727 freighter aircraft, its ground
truck-network, as well as its 239,000 square-foot cargo warehouse,
U.S. Customs clearance and sort facility at its Fort Wayne, Ind.,
hub.  Kitty Hawk's extensive air-ground cargo network and award-
winning, guaranteed overnight express service is ideal for heavy-
weight shipments, special goods with unique dimensions,
perishables, animals and other valuable shipments.

                      About the Bankruptcy

Kitty Hawk, Inc., Kitty Hawk Aircargo, Inc., Kitty Hawk Charters,
Inc., Kitty Hawk International, Inc., Kitty Hawk Cargo, Inc., OK
Turbines, Inc., Longhorn Solutions, Inc., Aircraft Leasing, Inc.,
American International Travel, Inc., and Flight One Logistics,
Inc., filed their voluntary petitions for relief under Chapter 11
of the United States Bankruptcy Code on May 1, 2000 (Bank. N.D.
Tex. Case No. 400-42141-BJH).  Following the Petition Date, the
Debtors continued to operate their businesses and manage their
properties as debtors-in-possession pursuant to 11 U.S.C. Section
1107 and 1108.  On August 5, 2002, the Bankruptcy Court confirmed
the Debtors' Final Joint Plan of Reorganization. The Effective
Date of the Plan was September 30, 2002. Robert D. Albergotti,
Esq., John D. Penn, Esq., and Sarah Foster, Esq., at Haynes &
Boone, LLP, represent Kitty Hawk. Christopher D. Johnson, Esq.,
and Kyung S. Lee, Esq., at Diamond McCarthy Taylor Finley Bryant &
Lee, LLP, represent the Official Unsecured Creditors' Committee.


LEVEL 3 COMM: S&P's Ratings Slide to C After Cash Tender Offer  
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Level 3 Communications Inc. to 'CC' from 'CCC'.  The
ratings on the company's four debt issues maturing in 2008 (with
an aggregate face amount of about $2.38 billion, including a
E320 million issue) were lowered to 'C' from 'CC'.   All ratings
were placed on CreditWatch with negative implications.  These
rating actions follow the company's announcement of cash tender
offers for the debt issues due 2008.

All other outstanding ratings on Level 3 debt issues were
affirmed.  These ratings have not been placed on CreditWatch.

Under the proposed tender offers, debt holders will receive cash
consideration of between 83.0% and 88.7% of maturity principal
amount.  The consideration varies by issue and depends on whether
holders receive an early tender payment of $20 per $1,000 face
amount.  Level 3 will accept a maximum of $450 million in debt
face amount, and the offers are conditioned on the receipt of
borrowings of at least $400 million under a proposed credit
facility expected to mature in 2011.

"We view completion of the proposed tender offer as tantamount to
a default on the original debt issue terms," noted Standard &
Poor's credit analyst Eric Geil.  "Following a successful tender,
the corporate credit rating on Level 3 will be lowered to 'SD',
designating a selective default.  The ratings on the affected
issues will be lowered to 'D'.  Subsequently, the corporate credit
rating is expected to be reassigned at 'CCC', and the affected
issues are expected to receive 'CC' ratings."

Completing the proposed tender offers and refinancing will not
materially reduce the company's onerous $5.1 billion debt balance
or the debt to EBITDA ratio of greater than 10x.  The transaction
will reduce Level 3's 2008 maturities by about 19%, slightly
improving the maturity profile.  Without meaningful improvement in
the wholesale long-haul telecommunications industry and stronger
revenue performance, the company could be challenged to further
reduce the roughly $1.9 billion in 2008 maturities that will
remain following completion of the current transactions.

Standard & Poor's will resolve the CreditWatch listings following
company actions.


MANUFACTURED HOUSING: S&P's Class B-1 Rating Tumbles to D
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
subordinate B-1 class of Manufactured Housing Contract
Senior/Subordinate Pass-Thru Certificate Series 2000-6 to 'D' from
'CC'.

The lowered rating reflects the reduced likelihood that investors
will receive timely interest and the ultimate repayment of their
original principal investment.  This transaction reported an
outstanding liquidation loss interest shortfall for its B-1 class
on the November 2004 payment date.  Standard & Poor's believes
that interest shortfalls for this transaction will continue to be
prevalent in the future, given the adverse performance trends
displayed by the underlying pool of collateral, as well as the
location of B-1 write-down interest at the bottom of the
transaction payment priorities (after distributions of senior
principal).

Standard & Poor's will continue to monitor the outstanding ratings
associated with this transaction in anticipation of future
defaults.


NELL INTERNATIONAL: Case Summary & 57 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Nell International, Inc.
        P.O. Box 34036
        Houston, Texas 77234

Bankruptcy Case No.: 04-45450

Type of Business: The Debtor produces injection plastics.

Chapter 11 Petition Date: November 1, 2004

Court: Southern District of Texas (Houston)

Debtor's Counsel: Peter Johnson, Esq.
                  Law Offices of Peter Johnson
                  Eleven Greenway Plaza   
                  2820 Summit Tower
                  Houston, TX 77046
                  Tel: 713-552-0025
                  Fax: 713-552-1433

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 57 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Comerica Bank-Note                         $650,000
P.O. Box 650282
Dallas, TX 75265

Sun Specialists Int'l, Inc.                $187,500
X-Tra Light Mfg. Inc.
8812 Frey Rd.
Houston, TX 77034

Sterling Bank                              $117,250
P.O. Box 12861
Houston, TX 77292

Bank of America Business Card               $62,194

Pasadena L.S.D. Tax Assessor                $23,094

Tax Assessor Collector                      $20,458

Boyar & Miller                              $19,331

J. Stern and Co. Inc.                       $16,574

CitiBusiness                                $13,568

Kramer & Associates, Inc.                   $13,545

Independent Plastic                         $12,457

Albis Corporation                           $11,175

Ashland Chemical, Inc.                       $9,109

Network Polymers                             $8,192

Performance Polymers                         $5,891

Old Dominion Freight Line, Inc.              $4,898

Collins-Saddler & Associates                 $4,470

Pickrel, Schaeffer & Ebeling                 $4,172

Steven E. Weil & Co., P.C.                   $4,070

Prime Colorants Inc.                         $3,666

Tarquin Corporation                          $3,600

Platinum Plus for Business                   $3,551

Reliable EDM, Inc.                           $3,470

Southwestern Bell Yellow Pages               $3,246

DME Company                                  $2,847

Five Star Plastics, Inc.                     $2,200

Herman Packaging Company                     $1,895

Premium Plastics Supply Inc.                 $1,802

Prime PVC Inc.                               $1,635

TMC Machinery of America Inc.                $1,512

Global Thermoplastics Compounding            $1,200

Eagle Global Logistics                         $897

ASKO Instrument Corp.                          $782

Bass Tool & Supply, Inc.                       $782

FEDEX Freight East                             $753

McKinley Container                             $732

Rex Supply Company                             $610

BPX Films, L.P.                                $600

Cagle Lumber & Pallet, Inc.                    $600

Stoner Inc.                                    $585

C/W Rod Tool Co., L.P.                         $537

MB Valuation Services, Inc.                    $500

Toshiba America Information                    $448

Plastic Process Equipment, Inc.                $413

South Houston Hydraulic                        $387

All Brand Forklift, Inc.                       $352

R & J Precision Welding                        $330

Electrical Products, Inc.                      $240

Cingular                                       $239

Home Depot/GECF                                $226

McMaster Carr Supply Co.                       $131

Sure Shot                                      $145

Green's Blue Flame Gas Co., Inc.                $88

IMS Company                                     $85

Suzy's Express, Inc.                            $79

Motion Industries                               $63

Culligan of Houston                             $39


NORTHWOODS CAPITAL: Moody's Withdraws Notes' Ratings After Payment
------------------------------------------------------------------
According to Moody's, it is withdrawing these rating because the
notes have been repaid in full.

Issuer: Northwoods Capital Limited

Class Description: U.S. $155,000,000 Class 1 Senior Notes
Prior Rating:      Aaa
Current Rating:    Withdrawn

Class Description: U.S. $198,000,000 Class II Senior Notes
Prior Rating:      Aa2
Current Rating:    Withdrawn

Class Description: U.S. $53, 500,000 Second Priority Senior Notes
Prior Rating:      Baa3
Current Rating:    Withdrawn

Class Description: U.S. $18, 500,000 Third Priority Senior Notes
Prior Rating:      Ba3
Current Rating:    Withdrawn


OMNI FACILITY: Creditors Must File Proofs of Claim by Nov. 19
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York set November 19, 2004, at 5:00 p.m., as the deadline for
all creditors owed money by Omni Facility Services, Inc., and its
debtor-affiliates on account of claims arising prior to
June 9, 2004, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
November 19 Claims Bar Date and those forms must be delivered to:

          If sent by mail:

          United States Bankruptcy Court
          Southern District of New York
          Omni Claims Docketing Center
          Bowling Green Station
          P.O. Box 5083
          New York 10004-5083
              
          If sent by messenger or overnight courier:

          United States Bankruptcy Court
          Southern District of New York
          Omni Claims Docketing Center
          One Bowling Green Room 534
          New York 10004-1408
               
Headquartered in South Plainfield, New Jersey, Omni Facility  
Services, Inc. -- http://www.omnifacility.com/-- provides   
architectural, janitorial, landscaping, and electrical services.  
The Company filed for chapter 11 protection on June 9, 2004  
(Bankr. S.D.N.Y. Case No. 04-13972).  Frank A. Oswald, Esq., at  
Togut, Segal & Segal LLP, represents the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $80,334,886 in total assets and
$100,285,820 in total debts.


PANOLAM INDUSTRIES: Moody's Rates Planned $150 Mil. Facility B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Panolam
Industries International Inc.'s proposed $150 million senior
secured first lien credit facility and a B3 to its $75 million
second lien facility.  The company's ratings reflect concerns that
foreign competition will rise and product substitution from higher
end offerings including natural and man-made materials will
increase.  The ratings reflect the expectation that the company
will continue to be able to pass-through the majority of raw
material price increases to its clients.  The ratings benefit from
the company's successful cost reduction program, and from new
product initiatives that have improved the company's overall
competitiveness.  The ratings reflect the company's competitive
position as an integrated manufacturer of thermally fused melamine
panels and high pressure laminates.

Moody's assigned these ratings:

   * $20 million first lien senior secured revolving credit
     facility, due 2010, rated B1;

   * $130 million senior secured term loan B, due 2010, rated B1;

   * $75 million second lien term loan C, due 2011, rated B3;

   * Senior Implied, affirmed at B1.

Moody's had withdrawn these ratings:

   * $135 million senior secured term loan B ($72 million
     currently outstanding), due in 2006, rated B1;

   * $72 million senior secured term loan C, due in 2007, rated
     B2.

These rating has been downgraded:

   * Senior Unsecured Issuer Rating to Caa1 from B3.

The ratings outlook is stable.

The ratings are subject to the review of executed documents.

Proceeds from the credit facilities will be applied towards a
dividend that is not to exceed $70 million, refinance about
$132 million of debt, and for other corporate purposes.  The
revolver is expected to be undrawn at closing.

The ratings are constrained by the company's high leverage,
negative equity, and by the effects from the industry's
contraction since peaking in 2000.  The ratings are also limited
by the cyclicality of the company's business, and by concerns
related to the company's ongoing ability to pass-through higher
material costs without eventually pressuring demand.  Furthermore,
the company's relatively lean manufacturing facilities make it
more difficult to find additional cost cutting opportunities to
offset higher material costs if these cannot be passed through or
to offset the impact of another business slowdown when it finally
occurs.

The ratings benefit from the positive turnaround experienced in
2004 in the company's sales and EBITDA margins.  For 2004, the
company's EBITDA margins are expected to be in the high teens.  
The company has been expanding its product offerings in the
attempt to move upscale.  The company primarily serves commercial
end users in the furniture, remodeling, new construction
industries, and store fixtures.  Its ability to improve its
margins has been helped by the company's diversity of customers
including office furniture manufacturers, buildings, and retail
channels. Panolam manufactures around 53% of its particle board
requirements thereby giving it greater flexibility to reduce costs
in a downturn.

The ratings also benefit from the company's debt reduction since
the end of 2003.  Specifically, its debt levels declined to
$141 million at September 30, 2004 from $169 million at the end of
2003 (including a $25 million PIK note).  The planned dividend
payment is expected to increase the company's total debt by up to
$75 million, including fees and other expenses.  Had the company
not reduced its debt levels by $36 million, the incremental debt
from the dividend payment would possibly have resulted in a
ratings downgrade.  Instead, the company is now weakly positioned
in its rating category.

The stable ratings outlook reflects the expectation that the
company will remain competitive and that its new offerings will
allow it to maintain or even grow its market share.  The ratings
are currently weak for the rating category as a result of the
company's decision to increase leverage to pay a dividend.
Furthermore, the business concentration in the commercial market
place could lead to pressure on the outlook or rating if business
growth was to slow within the general economy.  A continued
increase in raw material costs that the company was unable to pass
through to its clients could similarly result in a change of
outlook and/or pressure the rating.  Additionally, with 2004 being
the first year of positive revenue growth, the company has a very
limited growth track record.  An increase in debt at the parent
guarantors, while limited by the current terms of the credit
facilities, could also hurt the rating.  A reduction in debt, a
significant improvement in free cash flow, and a reduction in
business volatility could lead to higher ratings.

The company's total pro-forma debt of $205 million compares with
total capitalization of $310 million.  The senior first lien
credit facility total $150 million and compares with property
plant and equipment of $84 million, total assets of $222 million
including goodwill of $71 million at September 30, 2004.  Hence,
based on book values, tangible asset coverage of the first lien
facilities is weak and the amount available after the first lien
is paid off for the second lien facilities is practically non-
existent.

The first lien credit facilities benefit from a perfected first
priority security interest in all tangible and intangible assets,
as well as in all stock, other equity interests and promissory
notes owned by the Borrower and the guarantors, except for its
foreign subsidiaries that secure 65% of their voting stock.  Each
direct and indirect domestic subsidiary of Holdings, other than
the borrower, shall be required to provide an unconditional
guaranty of all amounts owing under the credit facilities.  All
guaranties are of payment and not of collection.

The second lien facilities are secured by a second priority
perfected security interest in all tangible and intangible assets,
as well as in all stock, and other equity interests and promissory
notes owned by the Borrower and the guarantors, and up to 65% of
the total outstanding stock of any non-US subsidiary.  Each direct
and indirect domestic subsidiary of Holdings, other than the
Borrower, shall be required to provide an unconditional guaranty
of all amounts owing under the credit facilities.  All guaranties
are of payment and not of collection.  The term loan C facility
has a second priority security interest in the same collateral
that is securing the first lien facility.  In terms of collateral,
the second lien facility not only ranks behind the rights of the
secured parties under the first lien and also the interest rate
swaps/foreign currency swaps or similar agreements with a lender
under the first lien facility or its affiliates.  The second
lien's ability to negotiate payment in the event of default is
significantly limited by the intercreditor agreement.  Moody's
notes that it had not anticipated Panolam to pay a dividend in
2004 as its revenues are experiencing the first year of positive
growth since the year 2000.

Proforma total debt to EBITDA for 2004 is expected to be around
4.1 times and EBITDA interest coverage is approximately 3.0 times.
Moody's expects the company's leverage to improve to under
3.8 times and EBITDA interest coverage to improve moderately in
the year ended December 31, 2005.  Moody's also expects free cash
flow after capital expenditures to total debt is expected to be
around 10% in fiscal year 2005.  Moody's anticipates the company's
leverage and interest coverage covenants to be adequately set in
accordance to the credit facilities term agreement and that these
will be consistent with the ratings category.

Headquartered in Shelton, Connection, Panolam is an integrated
manufacturer of thermally fused melamine panels and high pressure
laminates. Revenue for the trailing twelve months ended
September 30, 2004 was approximately $255 million.


PENN NATIONAL: S&P Revises Outlook on Low-B Ratings to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Penn National Gaming Inc. to positive from stable.

At the same time, Standard & Poor's affirmed its ratings on Penn,
including its 'BB-' corporate credit rating. In addition, Standard
& Poor's placed its ratings on Argosy Gaming Co., including its
'BB' corporate credit rating, on CreditWatch with negative
implications.

The various rating actions follow Penn's announcement that it will
acquire Argosy for approximately $2.2 billion in total
consideration.  The transaction is expected to close in mid- to
late-2005, subject to shareholder and regulatory approvals.

"The outlook revision on Penn reflects our assessment that the
acquisition of Argosy will significantly improve Penn's overall
business position by combining its relatively diverse portfolio of
existing gaming properties with a portfolio of assets that have
good competitive positions in their respective markets," said
Standard & Poor's credit analyst Michael Scerbo.  Penn already
possessed a somewhat diversified portfolio of more than 10 gaming
properties, and the addition of the six Argosy assets
significantly expands this base and enhances its geographic
diversity.  Standard & Poor's believes that Argosy's good market
positions, in conjunction with historically steady operating
results and the expectation for a favorable near-term operating
environment in the gaming industry, offers Penn a relatively
stable source of future cash flow.  Moreover, the acquisition will
significantly increase Penn's scale, an important factor in the
capital-intensive gaming industry.

However, the significant increase in debt leverage, which will
occur as a result of the debt-financed transaction, will weaken
Penn's credit measures at its present ratings.  Still, Penn will
generate significant discretionary cash flow, so as to enable the
company to reduce debt balances and improve credit measures.  To
accomplish this, Standard & Poor's expects that Penn will reduce
growth-related spending (beyond that already anticipated) and
utilize discretionary cash flow to pay down debt.  Penn has a
history of financing acquisitions with debt and then lowering its
borrowings in a timely manner.  Standard & Poor's expects that the
company will act in a similar manner with this transaction, and
this assumption is a key element to the outlook revision.


PG&E NATIONAL: Wants to Sell Two Hydro Facilities to TransCanada
----------------------------------------------------------------
USGen New England, Inc., owns two conventional hydroelectric  
systems, one spanning the Connecticut River and the other  
spanning the Deerfield River.  The Connecticut River System is  
located along Connecticut River in New Hampshire and Vermont,  
with a total capacity of 484 MW and consists of six hydroelectric  
stations totaling 26 generating units.  The Deerfield River  
System is located along the Deerfield River in Massachusetts and  
Vermont, with a total capacity of 83 MW, consisting of seven  
stations and 15 generating units.

As part of its restructuring strategy, USGen asks the Court for  
authority to sell the Hydro Facilities pursuant to a Purchase and  
Sale Agreement with USG Services Company, LLC, as employer to the  
Hydro Facilities' personnel, and TransCanada Hydro Northeast,  
Inc., as Buyer.

TransCanada will purchase the Facilities for $505,000,000, minus  
capital expenditure adjustments.  TransCanada will also assume  
certain liabilities.

The sale is subject to higher and better offers.

The assets to be sold include, without limitation:

   (a) the Connecticut River System and the Deerfield River
       System;

   (b) all equipment, inventory, machinery, goods, supplies,
       furniture, keys, furnishings, tools, spare parts, and
       other tangible personal property -- including computer
       hardware -- used in or relating to the operation of the
       Hydro Facilities or the conduct of the businesses,
       including all warranties existing for the benefit of
       USGen;

   (c) all intellectual property;

   (d) all data, plans, and records relating to the Hydro
       Facilities or the conduct of the business in USGen's
       possession, including related operation, generation, and
       hydrological records and services and repair records, and
       operating documents, specifications, and diagrams relating
       to the ownership, construction, operation, and maintenance
       of the Hydro Facilities;

   (e) assigned contracts;

   (f) all real property leases -- it being understood that, on
       the second business day before the closing of the Sale,
       USGen will provide TransCanada with an updated schedule
       reflecting the real property leases relating to the
       business that were entered into by USGen on or after the
       date of the Purchase Agreement;

   (g) the licenses issued by the Federal Energy and Regulatory
       Commission, and to the extent assignable, all permits and
       other authorizations issued by any governmental authority
       that relate to or are used and necessary in the ownership
       and operation of the Hydro Facilities;

   (h) all real property interests owned by USGen relating to the
       Hydro Facilities, including title insurance commitments,
       together with all improvements, structures, and fixtures,
       and all easements, privileges, rights-of-way, riparian and
       other water rights, lands underlying any adjacent streets
       or roads, appurtenances, licenses, and other rights
       pertaining to or accruing to the benefit of the property;

   (i) the Bellows Falls escrow account, if the Town of
       Rockingham exercises the Bellows Falls Option and the
       contemplated transactions in the Bellows Falls Option
       Agreement, have not been consummated before the Closing.
       The Bellows Falls Option means the option of the Town of
       Rockingham to purchase the Bellows Falls Project for
       $72,046,000 pursuant to the Bellows Falls Option
       Agreement; and

   (j) all rights and claims of USGen against third parties to
       the extent arising out of or relating to the Hydro
       Facilities.

John Lucian, Esq., at Blank Rome, LLP, in Baltimore, Maryland,  
informs the Court that the Purchase Agreement with TransCanada  
represents the highest and best offer that USGen received for the  
Hydro Facilities as a result of its substantial efforts to market  
its assets by themselves or in combination with other assets.

A full-text copy of the Purchase Agreement is available at no  
charge at:

      http://bankrupt.com/misc/Hydro_Asset_Purchase_&_Sale_Agreement.pdf

USGen and TransCanada agree that if the Closing does not occur by  
the end of May 2005, the Purchase Price will be reduced by  
$100,000 for each day until, but excluding, the earlier of (i)  
the Closing Date and (ii) March 29, 2005.  The purchase price,  
however, will in no event be greater than $12,000,000.

The Capital Expenditures Adjustment Amount means -- with respect  
to capital expenditure and maintenance projects not completed  
before the Closing -- the amount, if any, by which the aggregate  
amount of funds actually expended by USGen between Purchase  
Agreement Date and the earlier to occur of March 31, 2005, and  
the Closing Date in connection with the Projects is less than the  
aggregate budgeted amounts for the Projects.

USGen proposes to sell the Hydro Facilities to TransCanada, free  
and clear of all liens, other than:

   -- the liens created by TransCanada, or its successors and
      assigns;

   -- the liens for taxes not yet due and payable, for which
      taxes TransCanada is liable; and

   -- the easements, rights of way, covenants running with the
      land and similar interests in and against USGen's owned
      real estate;

USGen also seeks the Court's permission to assume and assign  
contracts and leases in connection with the Sale.

According to Mr. Lucian, the sale of the Hydro Facilities, under  
present conditions, is the best way to preserve the value of the  
company, protect the jobs of the remaining experienced and valued  
personnel, and preserve the remaining value of the Hydro  
Facilities for the benefit of creditors.  Moreover, the sale,  
subject to higher or better offers in accordance with uniform  
bidding procedures, will garner the best return on the Hydro  
Facilities that USGen can realistically hope to obtain.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas  
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company
filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md.
Case No. 03-30459).  Matthew A. Feldman, Esq., Shelley C. Chapman,
Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr &
Gallagher represent the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $7,613,000,000 in assets and $9,062,000,000 in debts. NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and emerged from bankruptcy on Oct. 29, 2004. (PG&E
National Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


PORTOLA PACKAGING: Aug. 31 Balance Sheet Upside-Down by $46.4 Mil.
------------------------------------------------------------------
Portola Packaging, Inc., reported results for its fourth quarter
and fiscal year ended August 31, 2004. Sales for the fourth
quarter were $66.2 million compared to $58.5 million for the same
quarter of the prior year, an increase of 13.2%. For fiscal year
2004, sales were $242.5 million compared to $215.3 million for
fiscal year 2003, an increase of 12.6%. Portola had operating
income of $0.9 million for the fourth quarter of fiscal year 2004,
compared to operating income of $6.6 million for the fourth
quarter of fiscal year 2003. For the full fiscal year 2004, the
Company had an operating loss of $1.3 million compared to
operating income of $13.1 million for fiscal year 2003. Portola
reported a net loss of $4.4 million for the fourth quarter of
fiscal year 2004 compared to net income of $0.7 million for the
same period of fiscal year 2003, and a net loss of $20.6 million
for the full fiscal year 2004 compared to a net loss of $1.7
million for the fiscal year 2003.

The increase in net loss was attributable to intense competitive
pricing pressures in the US and the UK markets, delays in passing
through resin price increases to customers under applicable sales
contracts provisions and other one-time costs referenced in the
detailed financial results schedule below.

During the fourth quarter of fiscal 2004, the Company closed on
the sale of its manufacturing facility in San Jose, California at
a net sales price of $3.2 million and recognized a gain of $0.6
million.

The Company's results for the fourth quarter and full fiscal year
2003 do not include the results of Tech Industries, Incorporated
which was acquired by the Company in the first quarter of fiscal
2004.

EBITDA(a)(c) decreased $6.1 million to $4.8 million in the fourth
quarter of fiscal year 2004 compared to $10.9 million in the
fourth quarter of fiscal year 2003, and decreased $14.5 million to
$17.1 million for the full fiscal year 2004 compared to $31.6
million for fiscal year 2003. Adjusted EBITDA(b)(c), which
excludes the effect of restructuring charges, (gains) losses on
sale of assets, asset impairment charge, loss on warrant
redemption, one-time relocation costs, one-time Tech facility
refurbishment costs and warrant interest (income) expense,
decreased to $6.2 million in the fourth quarter of fiscal 2004
compared to $11.3 million in the fourth quarter of fiscal 2003 and
decreased to $24.6 million for the full fiscal year 2004 from
$32.3 million for fiscal year 2003.

At August 31, 2004, Portola Packaging's balance sheet showed a
$46.4 million stockholders' deficit, compared to a $26.1 million
deficit at August 31, 2003.

                About Portola Tech International
                
Portola Tech International is a leading manufacturer and marketer
of plastic packaging components to the cosmetic, fragrance and
toiletries industry. PTI's capabilities include injection and
compression molding, thermal and ultraviolet metallizing,
ultraviolet one coat spray technologies, silk screening, hot
stamping, lining and multiple component assembly. In addition to
offering the largest stock line of closures in the industry, with
over 450 styles and sizes, PTI has a complementary line of heavy
wall PETG and polypropylene jars. For more information about PTI,
visit PTI's web site at http://www.techindustries.com/

                        About the Company

Portola Packaging is a leading designer, manufacturer and marketer
of tamper evident plastic closures used in dairy, fruit juice,
bottled water, sports drinks, institutional food products and
other non-carbonated beverage products. The Company also produces
a wide variety of plastic bottles for use in the dairy, water and
juice industries, including various high density bottles, as well
as five-gallon polycarbonate water bottles. In addition, the
Company designs, manufactures and markets capping equipment for
use in high speed bottling, filling and packaging production
lines. The Company is also engaged in the manufacture and sale of
tooling and molds used in the blow molding industry. For more
information about Portola Packaging, visit the Company's web site
at http://www.portpack.com/


PPM AMERICA: Moody's Cuts HYPPO Notes' Rating to C from Caa1
------------------------------------------------------------
Moody's Investors Service lowered the ratings of two classes of
notes issued by PPM America High Yield (Cayman Islands) CBO I
Company Ltd.:

   (1) to Ba1 (from A3), the U.S. $448,800,000 Class A-1 Senior
       Secured Floating Rate Notes, Due 2011 and

   (2) to C (from Caa1), the U.S. $55,700,000 Class A-3 Senior
       Secured HYPPO Notes, Due 2011.

According to Moody's, its rating action is due to further
deterioration in the par coverage and credit quality of the
collateral pool.

Rating Action: Downgrade

Issuer:         PPM America High Yield (Cayman Islands) CBO I
                Company Ltd.

Description:    U.S. $448,800,000 Class A-1 Senior Secured
                Floating Rate Notes, Due 2011
Prior Rating:   A3 (under review for downgrade)
Current Rating: Ba1

Description:    U.S. $55,700,000 Class A-3 Senior Secured HYPPO
                Notes, Due 2011

Prior Rating:   Caa1 (under review for downgrade)
Current Rating: C


RELIANT ENERGY: Reports 3rd Qtr. Results & Reiterates 2004 Outlook
------------------------------------------------------------------
Reliant Energy, Inc. (NYSE: RRI) reported income from continuing
operations of $120 million, or $0.37 per diluted share, for the
third quarter of 2004, compared to a loss from continuing
operations of $790 million, or $2.68 per diluted share, for the
same period of 2003. Excluding the items detailed in the table
below, the adjusted income from continuing operations for the
third quarter of 2004 would have been $149 million, or $0.45 per
diluted share, compared to an adjusted income from continuing
operations of $253 million, or $0.86 per diluted share for the
same period of 2003.

"Third quarter results were consistent with the outlook provided
earlier this year," said Joel Staff, chairman and chief executive
officer.  "The retail business continues to expand its customer
base, and we are encouraged by continued movement toward
competitive markets outside of Texas," Staff added.  "On
October 30, the Seward power plant achieved commercial operation
status, marking the completion of our final new construction
project."

                           Financial Review

Reliant Energy, Inc. uses contribution margin to evaluate
performance of its two business segments, Retail and Wholesale.
Contribution margin is gross margin less (a) accrual for payment
to CenterPoint Energy, (b) operation and maintenance, (c) selling
and marketing and (d) bad debt.

                              Retail

Retail contribution margin was $209 million in the third quarter
of 2004, compared to $408 million in the same period of 2003.
Excluding the items in the table below, retail contribution margin
would have been $296 million in the third quarter of 2004,
compared to $430 million in 2003.  The reduction was primarily the
result of lower gross margin.

Retail contribution margin was $405 million for the first nine
months of 2004, compared to $593 million for the same period of
2003.  Excluding the items in the table below, retail contribution
margin would have been $573 million for the first nine months of
2004, compared to $700 million in 2003.  The reduction was
primarily the result of lower gross margin.

                          Gross Margin

Retail gross margin was $312 million in the third quarter of 2004,
compared to $524 million in the same period of 2003.  Excluding
the gross margin items in the table above, retail gross margin
would have been $398 million in the third quarter of 2004,
compared to $544 million in 2003.  The reduction in adjusted gross
margin resulted primarily from reduced benefits from favorable
hedges, a decline in price-to-beat volumes sold to small
commercial customers and lower margins from commercial and
industrial non- price-to-beat customers.  In addition, market
usage adjustments, which are revised estimates for electric sales
and supply costs related to prior periods, reduced gross margin by
$13 million in the third quarter of 2004 and increased gross
margin by $25 million in the third quarter of 2003.  The reduction
in adjusted gross margin was partially offset by an increase in
the number of non-price-to-beat residential customers as well as
higher sales volumes to non-price-to-beat commercial, industrial
and institutional customers.

Retail gross margin was $681 million for the first nine months of
2004, compared to $958 million for the same period of 2003.
Excluding the gross margin items in the table above, retail gross
margin would have been $840 million for the first nine months of
2004, compared to $1,016 million in 2003.  The decline was due to
the factors discussed above as well as lower price-to- beat
volumes to residential customers, primarily due to milder weather.
Market usage adjustments affected both periods, reducing gross
margin by $10 million in the first nine months of 2004 and
increasing gross margin by $27 million in 2003.

                   Operation and Maintenance

Operation and maintenance expense was $65 million in the third
quarter of 2004, compared to $67 million in the same period of
2003.  Excluding severance charges, operation and maintenance
expense would have been $66 million in the third quarter of 2003.

Operation and maintenance expense was $173 million for the first
nine months of 2004, compared to $191 million for the same period
of 2003.  Excluding severance charges, operation and maintenance
expense would have been $168 million for the first nine months of
2004, compared to $190 million for the same period of 2003.  The
reduction was primarily due to lower staffing levels and reduced
expenditures from cost improvement initiatives, partially offset
by higher gross receipts taxes.

                     Selling and Marketing

Selling and marketing expense was $22 million in the third quarter
of 2004, compared to $26 million in the same period of 2003.  Both
periods include severance charges of $1 million.  The reduced
expense was primarily the result of decreased advertising and
marketing campaigns and reduced staffing levels from cost
improvement initiatives.

Selling and marketing expense was $61 million for the first nine
months of 2004, compared to $75 million for the same period of
2003.  Excluding severance charges, selling and marketing expense
would have been $59 million for the first nine months of 2004,
compared to $74 million in 2003.  The lower expense was primarily
due to the factors mentioned above.

                            Bad Debt

Bad debt expense was $16 million in the third quarter of 2004,
compared to $23 million in the same period of 2003.  The reduction
was primarily the result of improved collections.

Bad debt expense was $40 million for the first nine months of
2004, compared to $52 million for the same period of 2003.  The
reduction was primarily the result of improved collections.

                           Wholesale

Wholesale contribution margin was $251 million in the third
quarter of 2004, compared to $256 million in the same period of
2003.  Excluding the items in the table below, wholesale
contribution margin would have been $233 million in the third
quarter of 2004, compared to $301 million in 2003.  The reduction
was primarily the result of lower gross margins.

Wholesale contribution margin was $437 million for the first nine
months of 2004, compared to $433 million for the same period of
2003.  Excluding the items in the table below, wholesale
contribution margin would have been $396 million in the first nine
months of 2004, compared to $425 million in 2003.  The reduction
was primarily the result of lower gross margins.

                          Gross Margin

Wholesale gross margin was $397 million in the third quarter of
2004, compared to $406 million in the same period of 2003.
Excluding the gross margin items detailed in the table above,
wholesale gross margin would have been $372 million in the third
quarter of 2004, compared to $443 million in 2003.  The third
quarter of 2004 included $1 million of gross margin resulting from
legacy trading positions compared to $26 million in the third
quarter of 2003.  A $12 million improvement in gross margin from
the New York region and an $11 million improvement from the West
region were offset by a reduction in gross margin in the
Mid-Atlantic and Mid-Continent regions of $40 million and $22
million, respectively.  Gross margin in 2004 from other regions
declined a total of $7 million compared to 2003.

Wholesale gross margin was $938 million for the first nine months
of 2004, compared to $922 million for the same period of 2003.
Excluding the gross margin items detailed in the table above,
wholesale gross margin would have been $872 million for the first
nine months of 2004, compared to $892 million in 2003. The first
nine months of 2003 included an $80 million trading loss in
February 2003.  Also affecting gross margin was a $63 million
improvement from the New York region, which was offset by reduced
gross margins from the Mid-Atlantic and Mid-Continent regions of
$84 million and $44 million, respectively.

                   Operation and Maintenance

Operation and maintenance expense was $146 million in the third
quarter of 2004, compared to $158 million in the same period of
2003.  Excluding severance charges and expenses associated with
the Liberty power generation facility, operation and maintenance
expense would have been $139 million for the third quarter of
2004, compared to $151 million in 2003.  The reduction was
primarily related to lower staffing levels and reduced
expenditures from cost improvement initiatives.  This reduction
was partially offset by expenses associated with planned and
unplanned power plant outages and expenses related to three power
plants, which began commercial operation during and after the
third quarter of 2003.

Operation and maintenance expense was $504 million for the first
nine months of 2004, compared to $489 million for the same period
of 2003.  Excluding severance charges and expenses associated with
Liberty, operation and maintenance expense would have been
$479 million for the first nine months of 2004, compared to
$473 million in 2003.  In addition to the issues discussed for the
third quarter, higher expenses due to increased property taxes
were partially offset by reduced operation and maintenance expense
associated with previously retired and mothballed power plants.

                            Bad Debt

There was no bad debt expense for the wholesale segment in the
third quarter of 2004, compared to ($8) million in the same period
of 2003.  Excluding the bad debt expense associated with Liberty,
bad debt expense for the third quarter of 2003 would have been
($9) million.  The reduction in 2003 was primarily due to a change
in methodology for calculating bad debt expense and a change in
customer base, which had improved credit.

Bad debt expense was ($3) million for the first nine months of
2004, compared to no bad debt expense for the same period of 2003.
Excluding the bad debt expense associated with Liberty, the bad
debt expense would have been ($6) million for the first nine
months of 2003.  There was no bad debt expense associated with
Liberty for the first nine months of 2004.

               Other General and Administrative

Other general and administrative expense was $52 million in the
third quarter of 2004, compared to $63 million in the same period
of 2003.  Excluding severance and restructuring charges, other
general and administrative expense would have been $42 million in
the third quarter of 2004, compared to $57 million in 2003.  The
reduced expense was primarily the result of lower staffing levels,
cost improvement initiatives and reduced rent expenses.

Other general and administrative expense was $152 million for the
first nine months of 2004, compared to $194 million for the same
period of 2003.  Excluding severance and restructuring charges,
other general and administrative expense would have been
$130 million for the first nine months of 2004, compared to
$173 million in 2003.  The lower expense was primarily due to the
factors listed above (except rent expenses) and reduced costs
related to the company's 2003 debt financings.

                  Depreciation and Amortization

Depreciation and amortization expense was $132 million in the
third quarter of 2004, compared to $130 million in the same period
of 2003.  Excluding the items detailed in the table below,
depreciation and amortization would have been $130 million in the
third quarter of 2004, compared to $114 million in 2003.  The
higher expense was primarily due to increased amortization of
emissions credits and increased depreciation expense associated
with the commercial operation of three power plants, which began
commercial operation during and after the third quarter of 2003.

Depreciation and amortization expense was $374 million for the
first nine months of 2004, compared to $304 million for the same
period of 2003.  Excluding the items detailed in the table below,
depreciation and amortization expense would have been $339 million
for the first nine months of 2004, compared to $283 million in
2003.  The increase was primarily related to the factors described
above for the third quarter and the write-off of software
development costs.

                     Interest Expense, Net

Interest expense, net was $95 million in the third quarter of
2004, compared to $139 million in the same period of 2003.
Excluding the items detailed in the table below, interest expense,
net would have been $99 million in the third quarter of 2004
compared to $135 million in 2003.  Interest expense in the 2003
period included a write-off of deferred financing costs totaling
$28 million. Lower interest expense due to reduced debt levels was
partially offset by a reduction in capitalized interest.

Interest expense, net was $283 million for the first nine months
of 2004, compared to $304 million for the same period of 2003.
Excluding the items detailed in the table below, interest expense,
net would have been $280 million for the first nine months of
2004, compared to $301 million in 2003.  The reduction was
primarily related to the items discussed, partially offset by
higher interest rates resulting from 2003 refinancings.

                    Discontinued Operations

Effective May 2004, Reliant Energy began reporting its New York
hydropower plants and Carr Street facility as discontinued
operations for 2004 and all prior periods.  The after-tax gain on
the sale of these assets was approximately $110 million, which
includes allocated goodwill of $42 million.  In addition, this
transaction results in a tax benefit to be realized in
discontinued operations of $103 million related to the previous
sale of our European energy operations. The sale was completed in
September.

                       Outlook for 2004

Reliant Energy's 2004 outlook for adjusted income per share from
continuing operations remains $0.25. Adjusted income per share
from continuing operations is a non-GAAP financial measure.

Reliant Energy, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S. The company provides a complete suite of energy
products and services to more than 1.8 million electricity
customers in Texas ranging from residences and small businesses to
large commercial, industrial and institutional customers. Reliant
also serves commercial and industrial clients in the PJM
(Pennsylvania, New Jersey, Maryland) Interconnection. The company
has approximately 19,000 megawatts of power generation capacity in
operation, under construction or under contract. For more
information, visit our Website at
http://www.reliant.com/corporate.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 20, Fitch
Ratings affirmed Reliant Energy, Inc.'s outstanding credit ratings
as follows:

   * $1.1 billion outstanding senior secured notes at 'B+';

   * $275 million outstanding convertible senior subordinated
     notes at 'B-'; and

   * indicative senior unsecured debt at 'B'.

The Rating Outlook is revised to Positive from Stable.


RHODES INC: Files for Chapter 11 Protection in N.D. Georgia
-----------------------------------------------------------
Rhodes, Inc., filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Northern District of Georgia in Atlanta.

Rhodes emphasized that normal operations and customer service will
continue without disruption, including sales, order processing,
and delivery.  In connection with its Chapter 11 filing, the
Company has secured an $88 million debtor-in-possession financing
facility from Wells Fargo Retail Finance.  The Company anticipates
that the DIP financing, together with its ongoing revenue stream,
will be sufficient to fund its operations, including payment of
employee wages and benefits, during the reorganization process.

"After careful consideration we concluded that a Chapter 11
restructuring represents the best long-term solution for Rhodes
Furniture," said Steven S. Fishman, President, CEO, and Chief
Restructuring Officer.  "It is our goal to reach an agreement with
our creditors in a quick and efficient manner, allowing us to
restructure our debt and close underperforming stores with minimal
disruption to our operations."  Rhodes has identified 26 store
locations and five related support operations that will be closed
as a part of its restructuring.  A list of those stores is
attached to this release.  The Company expects to reorganize its
business around the remaining 63 stores.

This restructuring allows the Company the opportunity to address
the financial issues presented by the operation of unprofitable
stores.  The restructuring will allow the company to:

      -- reduce its debt levels,

      -- improve its balance sheet, and

      -- align its business strategy and operational structure
         with the current climate and market conditions.

"We appreciate the ongoing loyalty and support of our employees
and vendors.  Their dedication and hard work is critical to our
success.  We remain committed to leading Rhodes Furniture toward a
strong and profitable future with the help of our employees, our
customer base, and our vendor community.  Rhodes Furniture remains
a viable business that is deeply committed to our employees and
the major markets in which we operate," Mr. Fishman commented.

The Company has not set a target date for emergence from Chapter
11, but Mr. Fishman stressed that the Company's strategy is to
move quickly.  "There is much work ahead," he stated, "but time
and time again, our employees have proven their ability to face
significant challenges and handle change.  By working together, we
can succeed to preserve Rhodes Furniture and its future."

Stores and operations to be closed by Rhodes, Inc.:

      * Atlanta, Georgia (Doraville Outlet)
      * Atlanta, Georgia (Perimeter)
      * Birmingham, Alabama (Brook Highland)
      * Birmingham, Alabama (Five Points West)
      * Charlotte, North Carolina (Matthews)
      * Chicago, Illinois (Orland Park)
      * Chicago, Illinois (Schaumburg) (Outlet only)
      * Chicago, Illinois (Sleepy Hollow)
      * Cincinnati, Ohio (Eastgate Road)
      * Cincinnati, Ohio (Princeton Pike)
      * Columbus, Ohio (Hamilton Outlet)
      * Columbus, Ohio (Hamilton Road)
      * Columbus, Ohio (Morse Road)
      * Columbus, Ohio (Sawmill)
      * Columbus, Ohio Distribution Center
      * Dayton, Ohio (Beaver Creek)
      * Dayton, Ohio (Miamisburg)
      * Florence, Kentucky
      * Greensboro, North Carolina Outlet
      * Greenville, South Carolina
      * Jacksonville, Florida (Northside Outlet)
      * Jacksonville, Florida Home Delivery
      * Kansas City, Missouri (Independence)
      * Kansas City, Missouri (Olathe)
      * Kansas City, Missouri Home Delivery
      * Nashville, Tennessee (Cool Springs)
      * Nashville, Tennessee (Rivergate)
      * Nashville, Tennessee (White Bridge)
      * Nashville, Tennessee Home Delivery
      * Spartanburg, South Carolina

Headquartered in Atlanta, Georgia, Rhodes, Inc., is one of the
largest furniture retailers in the country, offering brand-name
residential furniture to middle- and upper-middle-income customers
through 89 stores located in 13 southern and midwestern states.


RHODES INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Rhodes, Inc.
             aka Rhodes Furniture
             aka Marks Fitzgerald Furniture
             aka John M. Smyth's Homemakers
             aka Fowler's Furniture
             4370 Peachtree Road, North East
             Atlanta, Georgia 30319-3016

Bankruptcy Case No.: 04-78434

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Rhodes Holdings, Inc.                      04-78435
      Rhodes Holdings II, Inc.                   04-78436

Type of Business: The Debtor is a retailer of medium-priced home
                  furnitures selling through a chain of 77 full
                  service stores in 9 southern states.

Chapter 11 Petition Date: November 4, 2004

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Paul K. Ferdinands, Esq.
                  Sarah Robinson Borders
                  King & Spalding
                  191 Peachtree Street, Suite 4900
                  Atlanta, GA 30303-1763
                  Tel: 404-572-4600

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Jackson Manufacturing         Merchandising           $1,841,680
1910 King Edward Ave.
Cleveland, TN 37311

Irwin L. Lowenstein           Non-Qualified Pension   $1,593,162
Non-Qualified Pension
455 Longboat Club Road
Longboat Key, FL 34228

Bauhaus USA Inc.              Merchandising           $1,542,138
22745 Network Place
Chicago, IL 60673

Berkline LLC                  Merchandising           $1,385,574
Attn: Bill Wittenburg
One Berkline Drive
Morristown, TN 37813

Benchcraft LLC                Merchandising           $1,347,446
Attn: Bill Wittenburg
One Berkline Drive
Morristown, TN 37813

Albany Industries             Merchandising           $1,132,472
Attn: Richie McLarty
504 N Glenfield Rd.
New Albany, MS 38652

Simmons Company               Merchandising             $775,570
Attn: Finance Dept
1 Concourse Pkwy., Ste. 800
Atlanta, GA 30328-6188

Initiative Media Worldwide    Advertising               $719,864
Lockbox Processing
P.O. Box 100544
Atlanta, GA 30384

La-Z-Boy Chair Company        Merchandising             $635,934
22835 Network Place
Chicago, IL 606731228

Alan White Company            Merchandising             $619,572
Attn: Doug White
3725 Champion Hills Dr.
Ste. #2100
Memphis, TN 38125

Quebecor World (USA) Inc.     Expense                   $618,260
340 Pemberwick
Greenwich, CT 06831

Bill Kimbrell                 Expense                   $449,167
Star Furniture
16666 Barker Springs Road
Houston, TX 30342

Samuel Lawrence Furniture     Merchandising             $445,401
Company
SDS 12-1432
P.O. Box 86
Minneapolis, MN 55486

Sealy Mattress Company        Merchandising             $374,280
Attn: Dave McIllquham, Pres.
One Office Parkway
Trinity, NC 27370

Ligo Products Inc.            Merchandising             $317,410
Attn: Dr. S. S. Lee, Pres.
3711 Brassfield Oaks Drive
Greensboro, NC 27410

Primo International           Merchandising             $308,521
7000 Rue Hochelaga Est.
Montreal, Quebec, CANADA

Ace Marketing Services        Advertising  250,192
1961 Sth Cobb Industrial Blvd
Smyrna, GA 30082

Soft Line Group               Merchandising             $238,944

Hillsdale Furniture LLC       Merchandising             $213,184

Peoploungers Inc.             Merchandising             $208,646

Affinity Logistics Corp.      Expense                   $203,448

Guardian Products Inc.        Merchandising             $198,743

Ryder Transportation Service  Expense                   $198,320

Joel Lanham Non-Qualified     Non-Qualified Pension     $183,656
Pension

Coronado Furniture            Merchandising             $179,992

Stylecraft Lamps Inc.         Merchandising             $173,412

Rhodes EE Pension Plan Trust  Expense                   $168,796

Oak Furniture West            Merchandising             $168,461

Stanley Furniture Company     Merchandising             $165,231

Secured Properties Investors  Rent                      $161,409
LP


SITHE/INDEPENDENCE: Moody's Reviewing Ba1 Sr. Sec. Debt Rating
--------------------------------------------------------------
Moody's Investors Service placed the Ba1 senior secured debt
ratings of Sithe/Independence Funding Corporation under review for
possible downgrade.

The review is prompted by the announcement yesterday by Dynegy
Inc. that it has entered into an agreement to purchase from Exelon
Corporation (senior unsecured Baa2) all of the outstanding capital
stock of its subsidiary, ExRes SHC Inc., which is the parent
company of Sithe Energies and Sithe Independence L.P. Dynegy
Holdings Inc. (senior unsecured Caa2) is the guarantor of a
subsidiary's tolling agreement with Sithe/Independence.

The review will focus on the implications of the ownership of
Sithe Independence by a weaker credit, including the new owner's
operating and dispatch plan for the plant as well as a
reassessment of the ring fencing type protection in the context of
the new ownership structure.

Despite the change in ownership, the key structural protections of
the project are expected to remain intact.  These include a long-
term capacity contract with Con Edison (senior unsecured A1) and a
debt service reserve equivalent to a twelve-month period.

Sithe/Independence Funding Corporation is a wholly owned
subsidiary of Sithe/Independence Power Partners, L.P., which owns
the Independence facility, a 1,060MW natural gas fired
cogeneration facility located in Oswego County, New York.


SOLUTIA INC: U.S. Trustee Amends Equity Holders Comm. Membership
----------------------------------------------------------------
The United States Trustee for Region 2 advises the U.S. Bankruptcy
Court for the Southern District of New York that Mellon HBV
Alternative Strategies, LLC, and Smith Management, LLC, have
resigned from the Official Committee of Equity Security Holders in
Solutia's Chapter 11 cases.  The U.S. Trustee adds Candlewood
Capital Management to the panel.  

The Equity Committee is now comprised of:

      1.  Couchman Partners, LP
          800 Third Avenue, 31st Floor
          New York, New York 10022
          Attention: Jonathan M. Couchman
          Tel. No. (212) 287-0725

      2.  Candlewood Capital Management
          47 Hulfish Street, Suite 210
          Princeton, New Jersey 08542
          Attention: Robert Hoffman
          Tel. No. (609) 688-3510

      3.  Prescott Group Capital Management, LLC
          1924 South Utica, Suite 1120
          Tulsa, Oklahoma 74104
          Attention: Jeffrey D. Watkins
          Tel. No. (918) 747-3412

      4.  Franklin Advisors, Inc.
          One Franklin Parkway
          San Mateo, California 94403
          Attention: Richard L. Kuersteiner
          Tel. No. (650) 312-4525

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Gets Court Nod to Hire FBG as Special Balloting Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorizes Solutia Inc. and its debtor-affiliates to employ FBG as
the Special Noticing, Balloting and Tabulating Agent in their
chapter 11 cases.

As Special Noticing, Balloting and Tabulating Agent, FBG will:

   (a) provide advice to the Debtors and their counsel regarding
       all aspects of the plan vote, including timing issues,
       voting and tabulation procedures and documents needed for
       the vote;

   (b) review the voting portions of the disclosure statement and
       ballots, particularly as they may relate to beneficial
       owners of the Securities held in Street name;

   (c) work with the Debtors to request appropriate information
       from the trustee(s) of the Bonds, the transfer agent of
       the common stock, and The Depository Trust Company;

   (d) mail voting documents and other notice documents, like the
       bar date notice, as requested to the registered record
       Security Holders;

   (e) coordinate the distribution of voting documents and other
       notice documents to Street name Security Holders by
       forwarding the appropriate documents to the banks and
       brokerage firms holding the securities, who in turn will
       forward them to beneficial owners;

   (f) distribute copies of the master ballots to the appropriate
       nominees so that firms may cast votes on behalf of
       beneficial owners;

   (g) prepare certificates of service for filing with the Court,
       as appropriate;

   (h) handle requests for documents from parties-in-interest,
       including brokerage firm and bank back-offices and
       institutional Security Holders;

   (i) respond to telephone inquiries from Security Holders
       regarding the disclosure statement and the voting
       procedures.  FBG will restrict its answers to the
       information contained in the plan and notice documents.
       FBG will seek assistance from the Debtors or their counsel
       on any questions that fall outside of the voting       
       documents;

   (j) if requested to do so, make telephone calls to confirm
       receipt of plan and other notice documents and respond to
       questions about the voting procedures;

   (k) if requested to do so, assist with an effort to identify
       beneficial owners of the Bonds;

   (l) receive and examine all ballots and master ballots cast by
       creditors and Security Holders;

   (m) tabulate all ballots and master ballots of Security
       Holders received before the voting deadline in accordance
       with established procedures, and prepare a vote
       certification for filing with the Court; and

   (n) undertake other duties as may be agreed upon by the
       Debtors and FBG.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOUTHWEST LAND DEVELOPERS: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Southwest Land Developers, Inc
        9700 West 197th Street
        Mokena, Illinois 60448

Bankruptcy Case No.: 04-40720

Type of Business:  Real Estate

Chapter 11 Petition Date: November 3, 2004

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsels: Gregory K Stern, Esq.
                   53 West Jackson Boulevard, Suite 1442
                   Chicago, Illinois 60604
                   Tel: (312) 427-1558

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor has no unsecured creditors who are not insiders.


SOUTHERN PACIFIC: Fitch Affirms Class B-1F's Junk Rating
--------------------------------------------------------
Fitch Ratings has taken rating actions on these Southern Pacific
Secured Asset Corporation Home Equity Issues:

   * 1997-2 Group 2

     -- Class A-4 affirmed at 'AAA';
     -- Class A-5 affirmed at 'AAA';
     -- Class M-1F affirmed at 'AA';
     -- Class M-2F affirmed at 'A';
     -- Class B-1F affirmed at 'CCC'.

   * 1997-4

     -- Class A-1 affirmed at 'AAA';
     -- Class A-2 affirmed at 'AAA';
     -- Class A-5 affirmed at 'AAA';
     -- Class A-6 affirmed at 'AAA'.

   * 1998-1

     -- Class A-1 affirmed at 'AAA';
     -- Class A-3 affirmed at 'AAA';
     -- Class A-6 affirmed at 'AAA';
     -- Class A-7 affirmed at 'AAA'.

   * 1998-2

     -- Class A-1 affirmed at 'AAA';
     -- Class A-6 affirmed at 'AAA';
     -- Class A-7 affirmed at 'AAA';
     -- Class A-8 affirmed at 'AAA'.

   * 1998-H1

     -- Class A-5 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B-1 affirmed at 'BBB';
     -- Class B-2 affirmed at 'BB'.

The affirmations on series 1997-4; 1998-1; 1998-2 certificates
reflect the current financial strength, and 'AAA' rating of MBIA
as the certificate insurer, and affect $122,192,544 of outstanding
certificates.

The affirmations for the series 1997-2 Group 2 reflect credit
enhancement consistent with future loss expectations and affect
$7,876,480 of outstanding certificates.  As of the October 2004
distribution date, the pool factor (current mortgage loans
outstanding as a percentage of the initial pool) is 9.44%.  The
current credit enhancement levels for all classes in this
transaction are as follows:

   * classes A-4 and A-5 (senior certificates) currently benefit
     from 30.50% credit enhancement, provided by the subordinate
     classes and over collateralization (originally 15.25%);

   * class M-1F benefits from 19% credit enhancement (originally
     9.50%);

   * class M-2F benefits from 13.24% credit enhancement
     (originally 7%);

   * class B-1F benefits from 2.04% credit enhancement (originally
     2.25%).

Series 1998-H1 affirmations reflect the consistency with expected
future losses, as well as credit enhancement, and affect
$7,566,937 of outstanding certificates.  As of the October 2004
distribution date, the pool factor is 8.12%; there are no loans
currently in the foreclosure or REO buckets.  The current credit
enhancement levels for all classes in this transaction are as
follows:

   * class A-5 (senior certificate) currently benefits from 81.41%
     credit enhancement (originally 38.08%);

   * class M-1 benefits from 60.73% credit enhancement (originally
     28.06%);

   * class M-2 benefits from 45.73% credit enhancement (originally
     20.54%);

   * class B-1 benefits from 24.23% credit enhancement (originally
     9.76%);

   * class B-2 benefits from 13.27% credit enhancement (originally
     4.50%).

Further collateral performance and credit enhancement statistics
are available on the Fitch Ratings web site at
http://www.fitchratings.com/


SUN HEALTHCARE: Sept. 30 Balance Sheet Upside-Down by $107.2 Mil.
-----------------------------------------------------------------
Sun Healthcare Group, Inc. (NASDAQ: SUNH) reported total net
revenues of $204.5 million and net income of $0.8 million for the
quarter ended Sept. 30, 2004 (net income of $0.05 per share on a
fully diluted basis), compared with total net revenues of
$203.4 million and net income of $39.1 million for the comparable
quarter in 2003.

The 2004 third-quarter net income from continuing operations was
$7.7 million as compared to a net loss of $12.0 million from
continuing operations for the same period in 2003. The 2004 third-
quarter net income was positively impacted by $10.1 million of net
adjustments, which was comprised of:

     (i) an $11.9 million gain recorded as a cumulative effect of
         a change in accounting principle as a result of the
         consolidation of nine entities, as described below,

    (ii) a $1.5 million loss on sale of assets related primarily
         to the write-down of land and buildings held for sale,
         and

   (iii) a $0.3 million charge for restructuring costs. The 2003
         third-quarter net loss included:

         (a) a $4.1 million charge for restructuring costs, and
         (b) a $0.7 million loss on sale of assets.

The 2004 third-quarter EBITDAR for continuing operations was
$12.6 million as compared to $8.8 million for continuing
operations for the same period in 2003.

As a result of the previously reported option agreements to
purchase nine entities that collectively own nine facilities that
the Company currently leases and operates in New Hampshire, Sun is
required to consolidate those nine entities pursuant to FASB
Interpretation No. 46.  The Company's consolidated assets and
liabilities will increase by approximately $54.2 million and $41.2
million, respectively, based upon the fair value of the assets and
liabilities of those nine entities as of September 30, 2004.
"Overall, the consolidation of the nine entities favorably impacts
our financial statements," said Richard K. Matros, chairman and
chief executive officer.  "The consolidation resulted in a
$13.1 million improvement in the balance sheet and a recurring
positive quarterly EBITDA impact of approximately $0.8 million.
Depreciation and interest charges associated with those nine
entities totaled $1.3 million, which resulted in a quarterly net
loss of approximately $0.5 million for those nine entities."

On November 1, 2004, Sun sold its clinical laboratory and
radiology operations located in California for $0.5 million cash
and a $2.8 million promissory note.  Those operations contributed
net revenues of $5.0 million and net operating losses of
$3.0 million in the third-quarter of 2004.  Net revenues and net
losses for the nine months ended September 30, 2004, for those
operations were $11.6 million and $11.5 million, respectively.  
Net revenues and net operating losses for the three and nine month
periods were reported as discontinued operations.

On November 1, 2004, Sun acquired a small home healthcare agency
in southern California that will improve the Company's market
strength in that geographic area.

Sun reported net revenues of $619.6 million and a net loss of
$2.4 million for the nine months ended September 30, 2004,
compared with total net revenues of $592.2 million and a net
income of $14.3 million for the comparable period in 2003.

The net income from continuing operations for the nine months
ended September 30, 2004 was $12.8 million as compared to a net
loss of $25.6 million from continuing operations for the same
period in 2003.  The 2004 nine-month net income was positively
impacted by $12.8 million of net adjustments, which was comprised
of:

     (i) an $11.9 million gain recorded as a cumulative effect of
         a change in accounting principle as a result of the
         consolidation of nine entities as described,

    (ii) a $3.7 million forgiveness of debt related to the
         refinancing of six inpatient facilities,

   (iii) a $1.6 million charge for restructuring, and

    (iv) a $1.2 million loss related primarily to the write-down
         of land and buildings held for sale.

The 2003 nine-month net loss included a $10.0 million charge for
restructuring costs, offset by a $2.2 million gain on sale of
assets.  The EBITDAR for continuing operations for the nine months
ended September 30, 2004, was $45.1 million as compared to
$32.6 million for the same period in 2003.

                        Operating Results

Net revenues from the inpatient services operations, which
comprised 72.4 percent of Sun's total revenue from continuing
operations for the quarter ended Sept. 30, 2004, increased 5.9
percent from $139.6 million for the quarter ended Sept. 30, 2003,
to $147.8 million for the same period in 2004. The revenue gain
primarily results from higher per diem rates in all payor
categories and an increase in Medicare patients. EBITDAR for the
continuing operations of inpatient services increased 8.6% from
$15.1 million for the quarter ended September 30, 2003, to
$16.4 million for the same period in 2004.

Sun's net revenues from its continuing ancillary business
operations, comprised primarily of SunDance Rehabilitation
Corporation, CareerStaff Unlimited, Inc., SunPlus Home Health
Services, Inc., and SunAlliance Healthcare Services, Inc., net of
intersegment eliminations, decreased $7.2 million from
$63.7 million for the quarter ended September 30, 2003, to
$56.5 million for the same period in 2004.  EBITDAR for those
operations decreased over the same period from $5.5 million to
$4.5 million.

"We are pleased with the performance in our largest and core
segment of inpatient services operations.  We continue to make
improvements in that segment," said Matros.  "In addition, we have
increased our focus on our ancillary operations and believe that
we have identified and are addressing the operational issues
affecting those businesses, particularly SunDance and CareerStaff.
Our rehabilitation therapy services are showing strong signs of
recovery from disruptions related to the previously contemplated
sale of SunDance.  Effective November 1, 2004, we hired a new
president, Rick Peranton, for the CareerStaff operations and we
expect to see gradual improvement in that segment.  Overall, we
believe we have a business strategy that will continue to improve
operationally and provide opportunities for growth organically and
via acquisition."

At September 30, 2004, Sun Healthcare's balance sheet showed a
$107,175,000 stockholders' deficit, compared to a $166,398,000
deficit at December 31, 2003.

                    Earnings Guidance for 2004

For the year ended December 31, 2004, Sun expects that its total
revenues from continuing operations will remain at approximately
$840.0 million to $850.0 million due to the sale of the California
clinical laboratory and radiology operations.  EBITDAR from
continuing operations is expected to increase to approximately
$58.0 million to $62.0 million as compared to the $50.0 million to
$55.0 million given previously. EBITDA from continuing operations
is expected to increase to approximately $18.0 million to
$20.0 million as compared to the $8.0 million to $10.0 million
given previously.  Company guidance for net earnings is impacted
by higher than expected losses from its California clinical
laboratory and radiology operations, which were sold on
November 1, 2004, and the addition of $2.6 million of depreciation
and interest charges for the last two quarters of the year related
to the FIN 46 consolidation.  Taking these into consideration, the
actual net loss could be $7.0 million to $5.0 million as compared
to the $5.0 million to $3.0 million given previously.  This
guidance assumes, among other things, no acquisitions, a stable
reimbursement environment and the divestiture of the remaining
three long-term care facilities by year-end.  Weighted shares
outstanding for the year are expected to be 14.5 million.  "We are
pleased that our EBITDAR and EBITDA guidance for 2004 is stronger
than initially expected as we have improved more quickly than we
anticipated," said Matros.

                        About the Company

Sun Healthcare Group, Inc., with executive offices located in
Irvine, California, owns SunBridge Healthcare Corporation and
other affiliated companies that operate long-term and postacute
care facilities in many states.  In addition, the Sun Healthcare
Group family of companies provides therapy through SunDance
Rehabilitation Corporation, medical staffing through CareerStaff
Unlimited, Inc., home care through SunPlus Home Health Services,
Inc., and medical laboratory and mobile radiology services through
SunAlliance Healthcare Services, Inc.


TEXAS STATE: Moody's Slices Series 2001C Bond Rating to Ba3
-----------------------------------------------------------
Moody Investors Service downgraded the rating of Texas State
Affordable Housing Corporation Multifamily Housing Revenue Bonds
(Housing Initiatives Corporation - Arborstone/Baybrook/Crescent
Oaks Development) Senior Series 2001A&B to Baa3 from Baa1 and
Subordinate Series 2001C to Ba3 from Ba1.  The outlook for the
ratings is negative.  The bonds are are currently on watchlist.

The underlying rating downgrades reflects a lower then anticipated
rental revenue stream, as evidenced by a current debt service
coverage ratio of 1.22x on the senior bonds and 1.09x on the
subordinate bonds from monthly unaudited financial statements as
well as annualized projections on the properties.  The ratings
have been downgraded due to the weakened financial performance of
the properties compared with projected debt service coverage
levels. When the transaction was rated in 2001, the bonds were
underwritten to achieve 1.40x debt service coverage on the Senior
Series 2001A and B, 1.25x debt service coverage on the Subordinate
Series 2001C.  The bonds are secured by the revenues from three
cross collateralized properties, Arborstone Apartments, Baybrook
Apartments and Crescent Oaks Apartments, as well as by funds and
investments pledged to the trustee under the indenture as security
for the bonds.

Vacancy and dwelling adjustments reflecting concessions, loss to
lease, non-revenue units, delinquencies and past due collections
have increased signficantly with the Arborstone and Baybrook
properties.  In addition to the decline in occupancy, Arborstone
has recently suffered damage attributable to a fire.  The damage
has left one building of eight units uninhabitable.  While the
displaced tenants have been moved to adjacent units and rent
continues to be collected, the currently vacant units have been
set aside for the displaced tenants of the other units. This is a
serious impediment to any quick turnaround in Arborstone's overall
occupancy.  Arborstone together with Baybrook account for 76% of
the apartment pool (1,312 units).  Occupancy levels for Arbostone
has hovered around the low 80 percentiles for the past year, while
Baybrook has slowly increased to a current 86%.  Crescent Oaks
(429 units)continues to exhibit strong and stablized occupancy.  
As of 11/1/04 occupancy levels for Arborstone, Baybrook and
Crescent Oaks were 83%, 86% and 93% respectively.  In an effort to
reach higher occupancy and underwriittn rent levels, HIC has
proactively implemented changes in property managers.  Asset Plus
who is property manager for Crescent Oaks is now also managing
Baybrook.  Myan managment has been contracted to manage
Arborstone.

The erosion of debt service coverage levels is a direct result of
a decline in rental revenues as exhibited in increased vacancies.  
While the Arborstone/Baybrook/Crescent Oaks Apartment Pool has
continued to generate rental revenues suffice to pay debt service,
they have been experiencing some softness in the market.  As
previously reported, the Baybrook property in Webster, Texas and
the Arborstone property in Dallas have been most affected. Webster
has experienced some softness in the market as reflected in the
performance of the Baybrook property.  Baybrook accounts for
776 units of the 1741 unit apartment pool (approximately 44%).
Webster has recently suffered job loss due to closures of large
retail establishments such as Walmart and Best Buy.  The affect of
these closures has trickled down to the rental market of Webster,
as evidenced by the fluctuating occupancy of the Baybrook
Apartments project.  The unemployment rate of Webster and Dallas
continue to have a negative impact on stablized occupancy and
collected rents.  Strong marketing and concessions are in place
and occupany has already inrementally increased.  Utlity expenses
and insurance premiums in particular, continue to rise, exerting
downward pressure on the net operating income on all three
properties.  While high insurance premiums continue to be the
norm, Asset Plus, Myan and KPE Development management companies
continue to shop for competitive rates in this market.

Arborstone Apartments (Dallas): a 536-unit garden style apartment
complex constructed in 1983 on a 24.5 acre site located in the
southern section of the City of Dallas.  The property, comprised
of 36 two and three-story structures of wood frame construction on
concrete slab foundations, is located in a moderate-income area of
older commercial and residential development.  Project amenities
include three swimming pools, a playground, a tennis court, an
exercise room, laundry facilities, and mature landscaping.  At
this time Arborstone is undergoing repairs to fire units.

Baybrook Village Apartments (Webster): a 776-unit garden style
project constructed in 1980-81 on a 25 acre site located in the
City of Webster, which lies in the southeastern part of the
Houston metropolitan area.  The complex is comprised of 52 two-
story buildings of wood frame and brick veneer construction on
concrete slab foundations.  The submarket is generally comprised
of moderate-middle income residents, and land uses consist
primarily of newer residential/commercial developments.
Significant residential demand generators include the nearby
Johnson Space Center, local malls, and Hobby Airport.  Project
amenities include four swimming pools, 2 spas, exercise room, and
laundry facilities.  At this time Baybrook is planning the
installation of a new irrigation system around the perimeter of
the community development.

Crescent Oaks Apartments (Houston): a 429-unit garden style
apartment complex constructed on 15.5 acres in 1969-70.  The
complex is comprised of 46 two and three-story buildings of wood
frame and brick veneer construction on concrete slab foundations.
Crescent Oaks is located in a low-moderate income neighborhood
located about 10 miles northwest of downtown Houston.  The
submarket consists of generally older construction of mixed
commercial/residential uses, developed primarily from the 1950's
through the 1970's.  Amenities at Crescent Oaks include three in-
ground swimming pools, playgrounds, a sports court, and laundry
facilities.
Outlook

The current outlook is stable for the Senior and Subordinate
Bonds.  This reflects Moody's expectation that the bonds will
continue to provide sufficient pledged revenue to bondholders,
given the properties demonstrated ability to maintain strong debt
service coverage and low vacancy rates.  Occupany is expected to
trend upward, decreasing vacancy.  Property managers are applying
stong marketing strategies and have concessions in place to
further increase their tenant base.  While high insurance premiums
continue to be the norm, Asset Plus and KPE Development management
companies continue to shop for competitive rates in this market in
an attempt to lower expenses.


TIDEWATER PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Tidewater Properties V L.P.
        P.O. Box 2023
        Houston, Texas 77252

Bankruptcy Case No.: 04-62463

Type of Business: Real Estate

Chapter 11 Petition Date: November 1, 2004

Court: Western District of Texas (Waco)

Judge: Larry E. Kelly

Debtor's Counsel: J. Craig Cowgill, Esq.
                  7407 Katy Freeway, #100
                  Houston, TX 77024
                  Tel: 713-956-0254

Total Assets: $1,720,500

Total Debts:  $310,981

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Harrell Realty Management     Bank Loan                  $42,950
Systems

Simmons Media Group           Bank Loan                  $16,000

Bridgewood Properties                                     $2,000

TXU                                                       $1,000

City of Waco Water                                        $1,000

Eric Gould                    Bank Loan                       $1


TOM'S FOODS: Payment Failure Causes Moody's to Junk Ratings
-----------------------------------------------------------
Moody's Investors Service downgraded the senior secured notes of
Tom's Foods to Caa3 from B3 and the company's senior implied
rating to Caa3 from B3.  The downgrades follow the company's
failure to make the principal and interest payments due on
November 1, 2004, when the notes matured, and reflect Moody's
expectation that the notes would not be covered at par in a
refinancing or liquidation.  The ratings outlook remains negative,
and ratings could be further downgraded if refinancing of the
notes is not accomplished in the near term.

Moody's ratings actions were as follows:

   * $60 million senior secured notes, due 2004 -- to Caa3
     from B3,

   * Senior implied rating -- to Caa3 from B3,

   * Unsecured issuer rating -- to Ca from Caa1,

   * Ratings outlook -- Negative.

Moody's does not rate the company's $15 million borrowing-base
revolving credit ($6 million outstanding and $3 million utilized
for letters of credit at 9/11/04).  The credit facility is secured
by accounts receivable and inventory.  Tom's Foods amended the
facility on 10/29/04 to, among other provisions, extend the term
to January 31, 2005, as long as noteholders do not exercise their
remedies as a result of the payment default on the notes.  The
company is seeking to refinance the notes prior to the amended
maturity of the credit facility.

Tom's Foods lost co-pack volumes in 2003, lost sales from
disruptions caused by hurricanes in 3Q04 and 4Q04, and has
experienced higher industry-wide costs from energy, commodities,
and distribution over the past year, which have pressured margins.
Cash flow in 2004 has been sufficient to cover interest expense
and taxes but not capital spending.  The company's leverage is
high, with LTM Debt/EBITDA at 5.7x.  The company also has a
pension obligation of $15 million and operating lease rentals of
$5.5 million, which add to enterprise leverage.   The pension plan
is under-funded, and the company will make cash contributions of
$1.3 million in 2004 (3Q and 4Q).  The company had $7 million of
availability under its credit facility, based on utilization at
9/11/04, but liquidity and operations could be adversely impacted
if suppliers demand cash payment or withhold shipments due to the
note default.

The senior secured notes are secured by the company's principal
manufacturing facilities and its intellectual property.  As a
result of the company's payment default, noteholders have the
right to accelerate and foreclose on their collateral, but have
been in discussions with the company on refinancing and have not
yet exercised that right.  Moody's believes a refinancing would
not pay out at par in cash.  In a distressed liquidation, Moody's
believes tangible asset coverage could be materially below par and
intangible values could be challenging to realize.

Tom's Foods, Inc., based in Columbus, Georgia, is a manufacturer
and distributor of snack foods, primarily in Southeastern and
Southwestern states.  The company's FY03 revenues were
$196 million.


TOMMY HILFIGER: Reporting Delay Prompts S&P to Pare Rating to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Tommy
Hilfiger USA Inc., including its corporate credit rating to 'BB'
from 'BB+'.

The ratings were also placed on CreditWatch with negative
implications.  The men's and woman's sportswear, jeanswear and
childrenswear company has about $343 million in long-term debt
outstanding as of September 30, 2004.

The rating actions follow the company's announcement that it is
delaying the release of its after-tax results for the quarter
ended September 2004, due to a previously disclosed government
investigation.  The U.S. Attorney's office for the Southern
District of New York is conducting an investigation regarding
commission payments to a foreign subsidiary.  

Tommy Hilfiger also formed a special committee of independent
directors to conduct an internal investigation on this matter, and
has engaged independent legal counsel to conduct the review.  The
company also retained FTI Consulting Inc. to review commission
rates paid to the subsidiary and hired Mary Jo White, Esq., former
U.S. Attorney for the Southern District of New York, at Debevoise
& Plimpton LLP, for legal advice.  Tommy Hilfiger expects the
financial statements to be released after the special committee
has substantially completed its review.

"While the company currently has sufficient liquidity resources,
we are concerned with potential constraints that could affect the
company's financial resources due to the additional legal costs
arising from the government investigation and the class action
lawsuits against the company.  Furthermore, the delay in filing
its quarterly report may cause non-compliance with covenants
related to its credit facility and its public debt indentures,"
said Standard & Poor's credit analyst Susan Ding.

The company also reported weaker-than-expected results, primarily
in its U.S. wholesale segment, because of a lackluster back-to-
school and early-fall selling season, which led to higher-than-
expected markdowns for the quarter.  Additionally, the ongoing
investigation will likely be a distraction for management during
this challenging operating environment.

Although the company continues to maintain significant cash
balances, about $429 million at Sept. 30, 2004, the public debt
indenture does allow for the acceleration of the obligation in the
event of non-compliance.  Standard & Poor's will continue to
closely monitor developments as they occur.  Resolution of the
CreditWatch will depend on the outcome of the company's internal
investigation and potential covenant non-compliance issues related
to the delay in filing its quarterly statements.


U.S. SHIPPING: S&P Assigns BB- Rating to $180M Sr. Sec. Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to U.S. Shipping Partners L.P. with the completion
of its public units offering under a new master limited
partnership structure, and its 'BB-' senior secured debt rating to
USS's $180 million senior secured credit facility, with a recovery
rating of '2', indicating expectations of substantial recovery of
principal in the event of a default or bankruptcy.  At the same
time, Standard & Poor's withdrew its ratings on U.S. Shipping LLC.  
The rating outlook on USS is stable.

On October 29, 2004, USS sold 6 million public units, raising
approximately $135 million.  The MLP was formed by the
contribution of substantially all of the assets and liabilities of
U.S. Shipping LLC.  "The corporate credit rating assigned to USS
is one notch lower than the former rating on U.S. Shipping LLC due
to the commitment to distribute a majority of the company's cash
flow after committed capital expenditures and drydocking costs to
unitholders under the MLP," said Standard & Poor's credit analyst
Kenneth L. Farer.  This constrains financial flexibility,
outweighing reduced debt levels and a larger revolving credit
facility.

Ratings on USS reflect its aggressive financial profile, limited
free cash flow after partnership distributions, postcharter
employment risk in the competitive and capital-intensive shipping
industry, and the modest size of its fleet of older vessels.  
Partly mitigating these credit concerns are the company's support
agreement by Amerada Hess Corp. (Hess; BBB-/Negative/A-3), which
expires in 2007, and competitive barriers to entry provided under
the Jones Act.  In September 2002, U.S. Shipping LLC was created
through the acquisition of six vessels and ancillary assets from
Hess by Sterling Investment Partners L.P., a private equity firm.

Standard & Poor's believes the Hess agreement, the financial
details of which are confidential, provides structural support to
the company.  In 2004, the company expanded its fleet through the
acquisition of a chemical tanker from Exxon Mobil Corp.
(AAA/Stable/A-1+) and one from Dow Chemical Co. (A-/Negative/A-2).

Edison, New Jersey-based USS operates six product tankers and two
chemical tankers under the Jones Act, transporting clean petroleum
products and chemicals between U.S. ports.  USS's product tankers
and chemical tankers operate under the Jones Act and the Oil
Pollution Act of 1990 (OPA 90), which requires the phase-out of
non-double-hulled tankers carrying petroleum products entering
U.S. ports by 2015.  The Jones Act provides barriers to entry from
foreign competition but does not guarantee profitability.  USS's
product tankers are not double-hulled and face mandatory phase-out
under OPA 90 between 2012 and 2014.

Additional debt-financed vessel additions and an aggressive
financial profile will likely preclude an improvement in the
credit profile of the company.  Downside risk is mitigated by the
Hess support agreement, long-term transportation contracts, and
favorable supply and demand dynamics under the Jones Act and
OPA 90.


UAL CORPORATION: Selling 16 Planes for $40.8 Million
----------------------------------------------------
In 2003, UAL Corporation and its debtor-affiliates decided to
phase out their Boeing 767-200 Aircraft as part of the overall
fleet restructuring.  Since then, the Debtors have marketed the
Aircraft using a variety of methods, including listing on the Web
site, sales pitches at trade shows, notification in industry
publications and Internet advertising.  The Debtors received
inquiries from over 25 parties.

In March 2004, the Court authorized the sale of the Aircraft to  
Air Transport Group, Inc.  However, ATG could not consummate the  
purchase due to its failure to obtain the requisite financing  
and, hence, its inability to produce the required down payment.   
As a result, the Debtors exercised their right to terminate the  
transaction.

When the ATG transaction dissolved, the Debtors restarted the  
marketing process.  The Debtors soon received several inquires  
and pursued a sale with a small London-based leasing entity, the  
Belfairs, which is backed by private investors.  In turn, the  
Belfairs organized Transatlantic Aviation, Ltd., a British Virgin  
Islands corporation, as the buyer to effectuate the sale.

The package includes two used Pratt & Whitney JT9D-7R4D engines,  
one Pratt & Whitey Canada model 200E auxiliary power unit, five  
used spare Pratt & Whitney Model JT9D-7R4D engines, and a 30-day  
option to purchase about $2,000,000 in spare parts.

Under the Sale Agreement, Transatlantic will pay $2,550,000 per  
Aircraft for a total of $40,800,000.  Transatlantic will make a  
Downpayment of $3,672,000 and deposit a non-refundable Fee of  
$408,000 to be applied pro rata towards the final price.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,  
Illinois, informs Judge Wedoff that the Debtors have already  
received the Fee and the Down payment, which is being held by  
Acro Records & Title Co., an escrow agent.

Transatlantic will pay for each Aircraft as it is delivered.  The  
Sale Agreement provides for a staggered delivery schedule,  
extending over nine months.  The Debtors will deliver each  
Aircraft to Victorville, California, or any other agreeable  
location, Mr. Sprayregen says.

Of the sale proceeds, 75% will be applied to pay down the  
outstanding balance on the DIP Loan.  The other 25% will  
supplement the Debtors' cash reserves.

                          *     *     *

After determining that the Debtors' estates would benefit from  
this large infusion of cash, Judge Wedoff authorizes the Debtors  
to enter into the Sale Agreement.

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 ONLINE: S&P Assigns B+ Rating to Proposed $150M Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Westlake village, California-based Internet
service provider United Online Inc.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and a recovery rating of '1' to United Online's proposed
$150 million term loan B due 2008, indicating a high expectation
of full recovery of principal in a default.  Proceeds from the
proposed term loan will be used to fund share repurchases and for
general corporate purposes.  The outlook is stable.  Pro forma for
the transaction, the company had $150 million of debt outstanding
at September 30, 2004.

The ratings reflect United Online's aggressive, equity- and
acquisition-oriented financial policy, significant intermediate-
term industry transition risk, and the presence of strong
competitors with substantial financial resources.  These factors
are only partly offset by the company's leading position in the
value dial-up segment and good positive discretionary cash flow.

As an Internet service provider, United Online offers free and
value-priced dial-up Internet access, email, and other Internet
browsing related applications.  The company's Internet access
brands include NetZero, Juno, and BlueLight.com.  Online
advertising is a minor source of revenues.  United Online recently
announced its acquisition of Classmates Online Inc., which could
help diversify revenue streams and create some cross-selling
opportunities.


UNIVERSAL ACCESS: Can Continue Hiring Ordinary Course Profs.
------------------------------------------------------------
The Honorable Jack B. Schmetter of the U.S. Bankruptcy Court for
the Northern District of Illinois gave Universal Access Global
Holdings Inc. and its debtor-affiliates permission to continue to
retain, employ and pay professionals it turns to in the ordinary
course of its business without bringing formal employment
applications to the Court.

In the day-to-day operations of their business, the Debtors'
regularly call upon certain professionals, including attorneys and
accountants, for assistance in carrying out their day-to-day
business affairs.

Because of the nature of the Debtors' business, it would be costly
and inefficient for the Debtors to submit individual applications
and proposed retention orders to the Court for each Ordinary
Course Professional.  The Debtors explain that the uninterrupted
service of the Ordinary Course Professionals is vital to avoid any
disruption of the Debtors' day-to-day business operations.

The Debtors assure the Court that:

    a) no Ordinary Course Professional will be paid in excess of
       $10,000 per month and the aggregate amount for the payment
       of all the Ordinary Course Professionals will not exceed
       $50,000 in any month; and

    b) every 120 days, the Debtors will file a statement to the
       Court, the U.S. Trustee, and the counsel of the Official
       Committee of Unsecured Creditors that contains information
       of:

          (i) the name of the Ordinary Course Professional,

         (ii) the aggregate amount paid as compensation for
              services rendered and reimbursement of expenses
              incurred by the Professional during the previous 120
              days, and

        (iii) the general description of the services rendered by
              each Ordinary Course Professional.

Although some of these Ordinary Course Professionals may hold
minor unsecured claims, the Debtors do not believe that any of
them have an interest materially adverse to the Debtors, their
creditors or other parties in interest.

Headquartered in Chicago, Illinois, Universal Access Global
Holdings, Inc. -- http://www.universalaccess.com/-- provides  
network infrastructure services and facilitates the buying and
selling of capacity on communications networks.  The Company, and
its debtor-affiliates, filed for a chapter 11 protection on  
August 4, 2004 (Bankr. N.D. Ill. Case No. 04-28747).  John Collen,  
Esq., and Rosanne Ciambrone, Esq., at Duane Morris LLC, represent  
the Company.  When the Debtor filed for protection from its  
creditors, it listed $22,047,000 in total assets and $24,054,000  
in total debts.


US AIRWAYS: Wants to Assume BofA Co-Branded Card Agreement
----------------------------------------------------------
US Airways, Inc., and its debtor-affiliates and subsidiaries ask
Judge Mitchell of the U.S. Bankruptcy Court for the Eastern
District of Virginia for authority to assume a Co-Branded Card and
Merchant Services Agreement with Bank of America, N.A. (USA),
through its agent, Bank of America, N.A.

The Agreement contains two primary components:

   (1) a co-branded or affinity card agreement allowing BofA's
       cardholders to earn miles under the Dividend Miles Program
       when they make purchases with the co-branded credit card;
       and

   (2) a processing agreement whereby BofA provides credit card
       processing and merchant services for Visa U.S.A.
       Incorporated and MasterCard International, Inc. credit
       card and debit card transactions.

The Debtors and BofA have modified the proposed Agreement.  The
Debtors' obligation to fund Dividend Miles by the second, third
and fourth anniversaries of the Agreement is reduced to
200 million miles, rather than 1 billion miles by the second and
third anniversaries, and 750 million miles by the fourth
anniversary, as per the current Agreement.  This reduction will
significantly benefit the Debtors.

The Debtors are also required to retain at least 40% of their
existing daily flights.  The Debtors will not increase the number
of miles required for an award under the Dividend Miles Program,
without 30 days' written notice.  If BofA determines that any
increase materially and adversely affects the Dividend Miles
Program, BofA may terminate the Agreement on 90 days' written
notice.

BofA agrees to the Debtors' procedures for the treatment of
Passenger Facility Charges, provided that:

   (a) PFCs will be transferred to a sub-account of the Trust 5
       Trust Agreement, and

   (b) BofA continues to receive the same financial reporting as
       under the Trust 5 Trust Agreement.

The Agreement may be renewed each successive year unless one party
provides six months' notice of termination.  BofA will recoup
Agreement-related out-of-pocket fees and costs of outside counsel
subsequent to the Petition Date.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
informs the Court that the Dividend Miles Program is essential to
the Debtors' business because it helps develop customer loyalty,
generate goodwill and attract new customers.  The Agreement, in
turn, is an integral facet of the Dividend Miles Program.  The
Debtors provide BofA with lists of individuals who have a Dividend
Miles Account, which BofA uses to solicit consumers who may have
an interest in their products, including a Bank of America/US
Airways co-branded credit card.  The Agreement allows BofA limited
use of US Airways' logo, trademark, tradename, or service mark for
marketing purposes.  In return, BofA pays the Debtors a fee and
provides a minimum annual level of marketing support for the
Dividend Miles Program.

Continuation of BofA's processing functions is vital to the
Debtors' operations.  Assumption of the Agreement will enhance the
Debtors' liquidity position and avoid disruption to their
customer's favorite method of payment.  Furthermore, BofA has
agreed to the establishment of a sub-trust to the Trust Agreement
of US Airways, Trust 5.  The sub-trust addresses the objections to
the Debtors' request to assume trust account agreements.  

As the largest source of revenues, Mr. Leitch relates that credit
card sales are an essential component of the Debtors' business.  
It would be impossible for the Debtors to operate and reorganize
if credit card revenues, derived through BofA, are not available.

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

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

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

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts. In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.  (US Airways Bankruptcy News, Issue No. 70;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Retired Pilots Nominate Tom Davis For Sec. 1114 Comm.
-----------------------------------------------------------------
Martin G. Bunin, Esq., at Thelen, Reid & Priest, LLP, in New York
City, tells the U.S. Bankruptcy Court for the Eastern District of
Virginia that the Retired Airline Pilots Association of US Airways
has nominated Thomas G. Davis to the Section 1114 Committee.  The
RAPA, also known as the Soaring Eagles, supports Captain Davis'
nomination as Section 1114 representative of the retired pilots
and the widows of deceased pilot retirees receiving benefits.

Capt. Davis has extensive experience with the airline industry,
negotiations, legal proceedings and retiree issues, including
health care.  He has served as chairman of the Soaring Eagles
Retirement Committee and spokesman for the Soaring Eagles from
2000 through the present.  He provides client direction to counsel
regarding the Soaring Eagles' legal efforts.  Prior to retiring
from US Airways, Capt. Davis held various leadership positions in
ALPA.  Specifically, Capt. Davis:

    -- represented the Mohawk pilots in the merger between Mohawk
       and Allegheny Airlines;

    -- served as captain representative and chairman of the ALPA
       Boston Council from 1979 until 1982;

    -- was vice chairman of the US Air ALPA Master Executive
       Council from 1979 until 1982;

    -- negotiated the 1980 CBA on behalf of US Airways' pilots;
       and

    -- represented the US Air pilots in the merger with Piedmont
       Airlines.

Capt. Davis has the requisite background and experience to
effectively represent retirees in Section 1114 matters with the
Debtors.

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

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

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

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts. In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.  (US Airways Bankruptcy News, Issue No. 69;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Gets Court Nod to Employ LECG as Expert Consultants
---------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates and subsidiaries
sought and obtained the authority of the U.S. Bankruptcy Court for
the Eastern District of Virginia to employ LECG, LLC, of
Cambridge, Massachusetts, as expert consultants effective as of
October 4, 2004.  Daniel Kasper, LECG's Managing Director, will
lead the engagement.

Brian P. Leitch, Esq., at Arnold & Porter, relates that the
Debtors are familiar with LECG's professional standing and
reputation.  LECG "has a wealth of experience in providing
consulting services to a wide cross-section of industries,
including the airline and transportation industry."  LECG is well
qualified and able to provide expert consulting services and
backup support to the Debtors in a cost-effective, efficient and
timely manner.  LECG will not duplicate the efforts of other
professionals.

The hourly rates charged by LECG professionals that will work on
the Debtors' cases are:

                  Daniel Kasper            $500
                  Research Analysts      140 - 170
                  Associates             135 - 235
                  Professional Staff     175 - 430

LECG will maintain summaries of time spent in tenth of an hour
increments and keep records of costs and expenses.

LECG will:

   (a) provide expert consulting services;

   (b) provide objective and independent analysis; and

   (c) report its direction, progress and preliminary findings to
       the Debtors.

If Mr. Kasper requires backup support, he will first use the
services of LECG.  If LECG is unable to provide the necessary
support, Mr. Kasper may employ additional support personnel.

Mr. Kasper ascertains that LECG:

   (i) has no connection with the Debtors, their creditors or
       other parties-in-interest in these cases;

  (ii) does not hold any interest adverse to the Debtors'
       estates; and

(iii) is a "disinterested person" as defined in Section 101(14)
       of the Bankruptcy Code.

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

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

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

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts. In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.  (US Airways Bankruptcy News, Issue No. 68;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Has Until March 31, 2005, to Remove State Court Actions
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extends the
time for USG Corporation and its debtor-affiliates to file notices
with respect to any proceedings that are subject to removal under
28 U.S.C. Sec. 1452 through and including March 31, 2005.  The
extension applies any actions brought against U.S. Gypsum Company
or any of the Debtors, whether asbestos-related or not.

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Paul N. Heath, Esq., at Richards, Layton, & Finger, P.A., in
Wilmington, Delaware, related that the Debtors need to retain
flexibility to remove products liability lawsuits relating to
asbestos to the federal court as their Chapter 11 cases progress.
The Debtors require time to determine which, if any, of the
Proceedings should be removed and, if appropriate, transferred to
the District of Delaware.

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


VARTEC TELECOM: Section 341(a) Meeting Slated for December 14
-------------------------------------------------------------
The United States Trustee for Region 6 will convene a meeting of
VarTec Telecom, Inc.'s creditors at 1:30 p.m., on Dec. 14, 2004,
at the Office of the U.S. Trustee located in 1100 Commerce Street,
Room 976, in Dallas, Texas.  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 one 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 Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- is a provider of local and long distance  
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81695).  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $100
million in assets and debts.


VARTEC TELECOM: Seeks to Retain BMC Group as Claims Agent
---------------------------------------------------------
VarTec Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to employ The BMC Group, Inc., as claims and noticing agent during
their chapter 11 cases.

The Debtors estimate that they have more than 140,000 creditors
and other parties in interest in these cases which are expected to
file proofs of claim.  

BMC Group is expected to:

   a) serve as the Court's noticing agent for the distribution
      of notices and proofs of claim to the estates' creditors
      and parties-in-interest;

   b) receive, process and record all proofs of claim or
      interest filed in these cases;

   c) maintain copies of all proofs of claim or interest filed;

   d) maintain separate official claims register;

   e) receive and record all transfers of claims pursuant to
      Bankruptcy Rule 3001(e);

   f) maintain an up-to-date mailing list for all entities who
      have filed proofs of claim; and

   g) assist the Debtors with the management, reconciliation and
      resolution of claims.

Tinamarie A. Feil, Vice President of BMC Group, discloses that the
Debtors paid the Firm a $65,000 retainer.  The Firm's
professionals will bill the Debtors at their customary hourly
rates:

            Designation                 Rate
            -----------                 ----
            Seniors/Principals       $205 - $300
            Consultants               110 -  195
            Case Support               65 -  110
            Administrative Support     45 -   65

Ms. Feil assures the Court that BMC Group has no connection with
the Debtors, its creditors and any parties in interest.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- is a provider of local and long distance  
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81695).  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $100
million in assets and debts.


VLASIC: Campbell $250 Million Spin-Off Suit's Second Phase Begins
-----------------------------------------------------------------
In her opening statement for the second phase of the trial, Robin
Russell, Esq., at Andrews & Kurth, LLP, in Houston, Texas,
representing Vlasic, recounts that 52 witnesses testified during
the fact phase.  Many of the witnesses were former employees of
VFI.  "They explained to us in detail why this spin had gone bad
and why this company was in a death spiral from the moment it was
spun off.  They told us about the poor condition of the business
and about the problems that they encountered with Campbell's,
their largest customer and supplier after the spinoff.  There was
no evidence during this fact phase that Vlasic failed for any
reason other than the structure of the spin.  No evidence that any
unexpected, unforeseeable event caused its failure and there was
no evidence that these people mismanaged the company."

According to Ms. Russell, VFB will now present the testimony of
eight experts.  These experts will testify on two categories:

    -- insolvency and financial condition; and
    -- actual fraud.

Ms. Russell points out that Campbell's experts and VFI's experts
vary greatly in their ideas on what Vlasic was worth.  VFI's
experts have concluded that the company was worth, at most,
$376 million on the day it was spun off.  "And then if you look at
the amount of debt that it was required to assume on behalf of
Campbell's and all the liabilities, it was insolvent in the range
of $200 to $287 million on the day it was spun off."

Campbell's experts have placed a value of $1 to $1.6 billion on
Vlasic.  "And they concluded that, as a result, it was solvent, by
a huge amount, half a billion dollars to a billion dollars, on the
date it was sold," Ms. Russell says.

Ms. Russell relates that VFI's experts valued a company with eight
disparate businesses that were tired, mature, located in five
different countries, a company that had no IT system, and that was
strapped with a massive amount of debt, a company that was in
financial distress from the moment it was spun off.

Ms. Russell argues that Campbell's valuation is unreliable for
many reasons.  "Their expert relied upon a management target for
his projections.  He didn't test it against reality.  And he
offers us no explanation as to why VFI failed, where the
$1.2 billion of value that he says this company lost in 34 months,
where that went.  Because he viewed this company so incorrectly,
because he valued a company that only existed in dreams, his
comparables are not comparable."

"Campbell's billion dollar number, or anything remotely resembling
it, has no basis in fact or in reality," Ms. Russell tells Judge
Kent Jordan.

Ms. Russell warns the District Court that Campbell is expected to
create confusion to force a choice of a number in between reality
and their valuation.  "Split the baby, if you will.  If that
happens, VFB will lose, because their valuation is so divorced
from reality that, even if you cut it in half, they place a value
on this company far in excess of what it is really worth.  Your
Honor, we know that splitting the baby was not King Solomon's
justice.  It was what he proposed in his quest for seeking out the
truth.  VFB's experts will merge reality, expertise, experience
and common sense and they will assist you in discerning the
truth," Ms. Russell says.

Representing Campbell, Michael W. Schwartz, Esq., at Wachtell,
Lipton, Rosen & Katz, in New York, reminds Judge Kent that a
number of major and indisputable facts about the Vlasic spinoff
and the value of Vlasic on the date of that spinoff were
established during the fact phase.  "We submit they are vastly
more compelling than after-the-fact testimony in which hindsight,
rationalization, and even simple forgetfulness, can play decisive
roles."

Mr. Schwartz points out that contemporaneous documents conclude
that the businesses performing the heart of the new company, the
Vlasic pickle business and Swanson Frozen business, had a track
record of solid predictable sales and solid predictable earnings
that entirely justified the universal contemporaneous conviction
that they were a solid, viable, independent company.

"So the documentary record is absolutely clear that there is no
basis for the story [Vlasic's] experts will try to sell that it
was supposedly off and therefore, Campbell should have known that
Vlasic would only not succeed but would fall so far short as to
leave its creditors unpaid."

According to Mr. Schwartz, VFI's whole expert presentation is all
about the benefit of hindsight.  "When Ms. Russell refers to
reality, the reality she is talking about is hindsight.  The
reality they're scrupulously ignoring is the reality people lived
then at the real moment in time when the real decisions were made
in this case."

Mr. Schwartz notes that Vlasic's Board consisted of top-caliber
executives.

On the creditors' part, JPMorgan assigned a BB credit rating after
90 days of intensive due diligence, in response to Vlasic's
failure to satisfy the covenants in their credit agreement by
virtue of its fourth quarter 1998 performance.  "[That's] a rating
which is better or equal to the rating at which 60% of companies
like Campbell and Vlasic's successfully operate," Mr. Schwartz
says.  Clearly, the banks were satisfied that Vlasic was as
creditworthy as 60% of consumer products companies in the United
States.  No evidence was presented to support Vlasic's contention
that the company was some sort of credit disaster from the moment
of its spinoff or the time of the due diligence and the
renegotiation of the credit agreement.

"The equity markets also indisputably did not regard the bad
fourth quarter or third quarter or even debt renegotiation as some
harbinger of doom," Mr. Schwartz continues.  The market was fully
and timely advised of the third-quarter results, the fourth-
quarter results, and the renegotiation of the credit agreement.  
"And throughout the period of these disclosures, VFI shares
remained strong at levels in the high teens and low twenties."

Mr. Schwartz argues that the reports that VFI will present are not
reliable.  "They're written with technical errors, with illogical
assumptions or just plain mistakes.  It is, therefore, not
surprising that they wind up with valuations enormously radically
at odds with what every contemporaneous observer, inside Vlasic,
outside Vlasic, inside Campbell, outside Campbell, lenders,
stockholders, directors, advisors, everybody thought this business
was worth on the spinoff date." (Vlasic Foods Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Court Approves Flexia Biz Purchase for CN$16.1 Mil.
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
W.R. Grace & Co. and its debtor-affiliates to:

     (i) acquire Flexia Corporation's roof-underlayment business
         for up to CN$16.1 million, including post-closing
         adjustments;

    (ii) enter into a contract manufacturing agreement with
         Flexia; and

   (iii) construct a Tri-Flex production line.

As reported in the Troubled Company Reporter on Sept. 30, 2004,
Flexia Corporation, a Quebec company based in Brantford, Ontario,
has developed a synthetic, roof-underlayment product-line marketed
under the Trademark Tri-Flex 30(R).  Tri-Flex is rapidly
displacing the standard roofing underlayments that have
traditionally been used on the parts of residential roofs where
Ice and Water Shield are not used.  Thus, acquiring the Tri-Flex
product-line would increase Grace's revenues and serve as a
strategic and complementary fit with Grace's current line of
residential waterproofing products.  Furthermore, since Tri-Flex
is distributed through the same channels as Grace's residential
waterproofing products, an acquisition would also provide Grace
with channel and brand leverage.  Importantly, Tri-Flex sales have
doubled over the last three years, and, because current market
penetration is low, double-digit growth rates are anticipated for
the foreseeable future.  Tri-Flex's penetration includes "big-box"
retailers like The Home Depot.  Most of Tri-Flex's sales are in
the United States.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally.  The Debtors filed for chapter 11
protection on April 2, 2001 (Bankr. Del. Case No: 01-01139).  
James H.M. Sprayregen, Esq., at Kirkland & Ellis and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl et al. represent the
Debtors in their restructuring efforts. (W.R. Grace Bankruptcy
News, Issue No. 73; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WINDSOR WOODMONT: Confirmation Objections Must be in by Nov. 15
---------------------------------------------------------------
The Honorable A. Bruce Campbell of the U.S. Bankruptcy Court for
the District of Colorado approved the Amended Disclosure Statement
of Windsor Woodmont Black Hawk Resort Corporation.

The Court determined that the Amended Disclosure Statement
contained adequate information within the meaning of Section 1125
of the Bankruptcy Code.  Thus, the Court authorizes the Debtor to
transmit the Amended Disclosure Statement to creditors to solicit
votes for the Amended Plan of Reorganization.

                       Terms of the Plan

The Plan does not contemplate the continuation of the Debtor's
business.  The Plan provides for the transfer of substantially all
of the Debtors' assets to Ameristar Casinos, Inc.  The Plan also
incorporates and implements:

   (1) a settlement among:

       (a) the Debtor,
       (b) Hyatt Gaming Management, Inc., and
       (c) the Ad Hoc Committee of First Mortgage Noteholders,
           comprised of:

           * Ableco Finance LLC,
           * Farallon Capital Management, LLC,
           * Credit Suisse Asset Management, LLC - Leveraged
             Investments
           * Highland Capital Management, LP
           * Post Advisory Group,
           * TCW Leveraged Income Trust, LP, and
           * Libra Securities;

   (2) a settlement between the Debtors and the FF&E Lender, David
       R. Belding, the assignee of Wells Fargo Bank, NA under the
       October 2, 2001 Loan Agreement;

   (3) an agreement between the Ad Hoc Committee and the Official
       Committee of Unsecured Creditors that provides for the
       treatment of Class 8A General Unsecured Creditors;

   (4) an agreement between the Debtors and the Ad Hoc Committee
       regarding the amount to be distributed in respect of Class
       9A and 9B interests.

These claims will be paid in full over time:

   * Administrative Claims,
   * Priority Tax Claims,
   * Black Haw Business Improvement District's Secured Calim,
   * Steelman's Secured Claim, and
   * Priority Claims.

PCL Subcontractors involved in the construction of the casinos
will be paid $800,000 over time.

The FF&E Lender will be paid $11,000,000 minus the monthly
payments paid after May 1, 2004.

The First Mortgage Noteholders will receive all of the cash
proceeds generated from the liquidation of the Estate's assets
after satisfying:

   * Administrative Claims,
   * Priority claims,
   * Priority Tax Claims,
   * PCL Subcontractors' Claim
   * Steelman's Secured Claim,
   * Other Secured Claims,
   * Priority Claims,
   * General Unsecured Claims, and
   * Hyatt Claims.

A full-text copy of the Plan is available for a fee at:

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

                        Voting Deadline

Except for ballots from the beneficial holders of First Mortgage
Notes that comprise Class 5 of the Plan, ballots accepting or
rejecting the Plan must be submitted by holders of all impaired
claims or interests on or before November 18, 2004 at 4:00 p.m.
Pacific Time, to:

            Irell & Manella LLP
            Lori Gauthier
            Ballot Tabulator
            840 Newport Center Drive, Suite 400,
            Newport Beach, California, 92660
            Fax: (949) 760-5200

                Confirmation Objection Deadline

Written objection to the confirmation of the Plan should be filed
with the Court and served on these entities on or before
November 15, 2004:

      (1) Windsor Woodmont Black Hawk Resort Corporation
          111 Richman Street
          Black Hawk, Colorado 80422
          Attn: Timothy G. Rose
                Michael L. Armstrong

      (2) Irell & Manella LLP
          840 Newport Center Drive Suite 400
          Newport Beach, California92660
          Attn: William N. Lobel, Esq.
                Albert Choi, Esq.

      (3) Rubner Padjen Plotkin and Laufer, LLC
          1600 Broadway, Suite 2600
          Denver, Colorado, 80202
          Attn: Paul Rubner, Esq.
                Joel laufer, Esq.

      (4) Klee, Tuchin, Bogdanoff & Stern, LLP
          Fox Plaza
          2121 Avenue of the Stars, 33rd Floor
          Los Angeles, California 90067-506
          Attn: Michael Tuchin, Esq.
                David Fidler, Esq.

      (5) Linquist & Vennum
          600 17th Street, S. Suite 2125
          Denver, Colorado 80202
          Attn: Craig Christensen, Esq.

      (6) The Office of the United States Trustee
          999 18th Street, Suite 1551
          Denver, Colorado 80202
          Attn: Joaane Speirs, Esq.

      (7) Pachulski, Stang, Ziehl, Young, Jones & Weintraub
          10100 Santa Monica Blvd., 11th floor
          Santa Monica, California 90067
          Attn: Thomsen Young, Esq.

      (8) Connolly, Rosania & Lofstedt, PC
          390 Interlocken Crescent, Suite 490
          Broomfield, Colorado 80021
          Attn: Joseph G. Rosania, Esq.

                  -- and --

      (9) Gibson, Dunn & Crutcher LLP
          4 Park Plaza, Suite 1500
          Irvine, California
          Attn: Oscar Garza, Esq.

                      Confirmation Hearing

Judge Campbell will hold a hearing to consider the confirmation of
the Plan on December 13, 2004, at 9:00 a.m.

Windsor Woodmont Black Hawk Resort Corporation, owner and
developer of Black Hawk Casino by Hyatt Casino in Black Hawk,
Colorado, filed for chapter 11 protection on November 7, 2002
(Bankr. Colo. Case No. 02-28089).  Jeffrey M. Reisner, Esq., at
Irell & Manella LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $139,414,132 in total assets and $152,546,656
in total debts.


* BOOK REVIEW: Paper Prophets: Fraudulent Accounting
----------------------------------------------------
Author:     Tony Tinker
Publisher:  Beard Books
Paperback:  256 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982315/internetbankrupt


Tinker remarks in his "Author's Note to Reprint Edition" of this
work first published in 1985 that "one can now discern some
important lessons from this book, especially in relation to the
contemporary fiascoes involving accounting and corporate
accountability." Tinker is referring to the spectacular
bankruptcies of Enron, WorldCom, and other major U. S.
corporations, and the questionable accounting of America Online
and others.  At the time of its original publication, "Paper
Prophets" presented a new perspective on what had commonly been
seen as the largely removed, arid field of accounting.  But in the
book, Tinker brought accounting, business activities, and effects
on different areas of society together to reveal how accounting
practices had social consequences.  With Enron's employees loosing
their pensions from this company's failure hidden for some time by
contorted accounting practices and much-publicized criminal
prosecutions of top corporate executives of a number of prominent
companies for deceptions relating to questionable or fraudulent
accounting, the connection between accounting and the real world
Tinker makes in his book has become evident.

While the perspective of the book is now apparent to most readers
following current events, "Paper Prophets" goes into detail on how
compromised or outright bogus accounting practices can have
harmful effects not only on a corporation, but also segments of
the public.  His test case on the pollution of the Love Canal in
the 1980s is especially instructive.  Before Tinker made the
connection, hardly anyone would have seen or admitted a connection
between a company's accounting and a regional environment.  But in
this case, with the orderly arraying of evidence of a lawyer
making a case and the unerring eye of an investigative journalist,
the author shows the role accounting practices had in the
environmental disaster in the area of Niagara Falls.

For years, the Hooker Chemical and Plastics Corporation, a
subsidiary of Occidental Petroleum, had been dumping toxic
chemicals into a Love Canal.  Hundreds of families in the area had
abandoned their homes after seeing an unusually high number of
medical problems ranging from birth defects to cancer to rashes
and allergies in family members and neighbors.  Eventually the
Environmental Protection Agency (EPA) and New York State
environmental authorities became involved in the situation.

At the time, the Love Canal story was covered by the national
media and understood by the officials and area residents as
essentially a story of environmental damage and the health dangers
posed by this.  But by Tinker's account, "Love Canal was also an
accounting problem."  It was so because Hooker Chemical and
Plastics failed to include the cost of complying with
environmental regulations or the liability it might face for not
complying with them in its balance sheet.  This resulted in the
company overstating its earnings, as if environmental regulations
did not exist.  The government case against Hooker and its parent
company Occidental Petroleum over Love Canal and the numerous
lawsuits against the companies by private citizens "established an
important precedent" in requiring corporations to report both of
these in their accounting books.  The more corporations complied
with environmental regulations, the lower would be their potential
liabilities; and vice versa.  But corporations could no longer
ignore reporting costs with respect to the regulations and thus
distorting earnings.

The connection between environmental quality and corporate
accounting is one of the most interesting connections Tinker makes
in this informative book.  The true financial and social costs of
a British government bailout of the Slater Walker Company, a
leading international financial company that was a favorite of
British politicians; new energy companies attractive for being tax
shelters; the accounting practices of a multinational corporation
in a venture in the African country Sierra Leone; and company
executives covering up unfavorable reports from their accountants
in the case of the National Student Marketing Corporation are
other test cases Tinker uses to show that accounting abuses and
outdated accounting practices are not limited to any one field or
nation.

Tinker's analyses of the several test cases leads to the
conclusion that accounting practices have to be changed so that
they reflect all the significant activities of corporations and
are not just numbers of a page, and also reflect the more complex
and varied activities of corporations involved in international
business in these days of a more inter-connected world.  The last
sections--about the last half--of "Paper Prophets" deals with
theories of value as these affect accounting systems and
particular entries and calculations in accounting reports.  For
example, the actual costs and risks of the companies involved in
the Love Canal case, including certain hard-to-calculate but
demonstrable, social costs, were absent from their accounting.

If anything, Tinker's work has become even more relevant and
urgent in the years since it was first published.  It is of
interest not only to accountants, government officials, and
interested citizens, but also corporate executives in this post-
Enron period when many are rethinking the relationship between
business and society.  As Tinker contends, this relationship
should be seen in accounting documents.

Tony Tinker is a Professor of Accountancy at Baruch College, CUNY.
The author of previous books and many articles in this field, he
has held positions in professional organizations for accountants
and is regularly featured in the media as a commentator on
accounting issues.


                           *********

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

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

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

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

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

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

                            *********

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

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

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

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

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



                 *** End of Transmission ***