TCR_Public/041109.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Tuesday, November 9, 2004, Vol. 8, No. 245

                          Headlines

32006 SOUTH COAST: Voluntary Chapter 11 Case Summary
AAMES MORTGAGE: S&P Lowers Class B Rating to 'B' from 'BBB'
ACCESS SOLUTIONS: Declares $.04 Per Share Liquidating Distribution
AFC ENTERPRISES: Moody's Reviewing Single-B Ratings & May Upgrade
ALASKA AIRLINES: Orders Blended Winglets from Aviation Partners

AMERICAN COLOR: S&P Lowers Corporate Credit Rating to B from B+
AMERICAN COMMERCIAL: Judge Lorch Approves Disclosure Statement
ATA AIRLINES: U.S. Trustee Appoints Official Creditors' Committee
ATA AIRLINES: Wants to Sell Midway Assets to AirTran for $87.5M
ATX COMMS: Exclusive Plan-Filing Period Extended to Dec. 10

ARI NETWORK: Names Paul Versteeg Director of Int'l. Operations
AVIANCA SA: Has Until Dec. 15 to Solicit Votes on Chapter 11 Plan
BICO, INC: Completes cXc Services Merger & Names New Executives
BLEECKER STRUCTURED: Moody's Junks $40 Mil. Senior Secured Notes
CALIFORNIA STEEL: Positive Performance Spurs Moody's to Up Ratings

CARE CONCEPTS: Charles Prast Succeeds Steve Markley as New CEO
CATHOLIC CHURCH: Portland Wants to Sell Gymnasium for $520,000
CENTURY ALUMINUM: S&P Raises Rating on $150 Million Notes to BB-
CHOICE ONE: Bankruptcy Court Confirms Reorganization Plan
CIT GROUP: Moody's Reviewing Low-B Ratings & May Downgrade

CITATION CORP: Committee Hires Winston & Strawn as Lead Counsel
CITATION CORP: Committee Hires Maynard Cooper as Local Counsel
CITIZENS COMMS: Fitch Rates Proposed $400M Senior Sec. Notes 'BB'
CITIZENS COMMS: S&P Puts BB+ Rating on $400 Million Senior Notes
CLAD-TEX: Wants to Hire Janssen Keenan as Bankruptcy Counsel

COAST ENERGY MANAGEMENT: Voluntary Chapter 11 Case Summary
COMMUNITY HEALTH: Replaces $1.2B Term Loan with $1.625B Facility
CONGOLEUM CORP: Files Modified Reorganization Plan in New Jersey
CORAM HEALTH: Shareholders Get Stay & Appeal Confirmation Order
COUNTRYWIDE HOME: Fitch Affirms Low-B Ratings on 32 Cert. Classes

CUMULUS MEDIA: S&P Puts 'B+' Rating on Proposed $150 Million Loans
D & P HOLDINGS LLC: List of 5 Largest Unsecured Creditors
DIAMETRICS MEDICAL: Inks Potential New $3 Million Financing
DP8 LLC: Has Until Dec. 15 to Make Lease-Related Decisions
DP8 LLC: U.S. Trustee is Unable to Form Creditors Committee

DPL INC: Fitch Revises Outlook on 'B-' Ratings to Positive
DVI, INC.: Judge Walrath Sets Confirmation Hearing on Nov. 17
ECLIPSE PACKAGING: Voluntary Chapter 11 Case Summary
ENGAGE, INC.: Creditors' Trust Sues NaviSite for $10 Million
ENRON CORP: Judge Gonzalez Okays EMS Settlement & Mutual Release

FOAMEX INT'L: Sept. 26 Balance Sheet Upside-Down by $338.4 Million
FRANK'S NURSERY: Wants Okay to Sell 61 Surplus Real Estate Parcels
GENCORP INCORPORATED: Moody's Junks Three Subordinated Note Issues
GENEVA STEEL: Files Liquidating Plan of Reorganization in Utah
GERDAU AMERISTEEL: Moody's Ups Ratings to Ba3 After Equity Funding

GFSI INC: Moody's Junks $125 Million Senior Subordinated Notes
GLOBAL SERVICE: Bankr. Court Rejects "Deepening Insolvency" Claims
GRANITE INC: Voluntary Chapter 11 Case Summary
IBEAM BROADCASTING: Wants Court to Formally Close Chap. 11 Case
IPSCO INC: Good Operating Performance Spurs Moody's to Up Ratings

JUNIPER GENERATION: Moody's Ups Sr. Secured Debt Ratings to Ba1
KAISER: Claims Classification & Treatment Under Liquidating Plan
KAISER ALUMINUM: Court Approves RUSAL Bid for QAL Interests
LAURENS LIMITED LLC: Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: Fitch Affirms Single-B Bond & Bank Debt Ratings

MEADOWS OPERATIONS: Wants to Hire Holman & Walker as Counsel
MERISTAR HOSPITALITY: Moody's Junks 4 Subordinated Debt Issues
MURRAY INC: Files for Chapter 11 Protection in M.D. Tennessee
MURRAY INC: Case Summary & 25 Largest Unsecured Creditors
NATURADE INC: Sells Aloe Vera Brands to Lily of the Desert

NAVISITE, INC: KPMG Expresses Going Concern Doubts
NEENAH PAPER: S&P Puts 'BB+' Rating on Proposed $150 Mil. Facility
NESCO INDUSTRIES: Financial Condition Raises Going Concern Doubt
NEW WORLD: Sept. 28 Balance Sheet Upside-Down by $92.6 Million
NMHG HOLDING: S&P Affirms 'BB-' Corporate Credit Rating

NORTH AMERICAN: Weak Profitability Cues S&P to Lower Ratings
OCEANVIEW CBO: Moody's Reviewing Class C Notes' Ba2 Rating
PACIFIC GAS: Wants Court to Enforce Plan Confirmation Order
PEGASUS SATTELITE: Sandell Joins the Creditors' Committee
PINNACLE FOODS: Gets Temporary Waiver Under Credit Agreement

PNC MORTGAGE: Fitch Junks Six Classes & Rates Seven Classes Low-B
POCONO INCREDIBLE: Court Converts Chapter 11 Case to Chapter 7
PPM AMERICA: Moody's Junks Three Classes of Senior Notes
PRESIDION CORP: Subsidiary Gets Commitment for New Financing
PROSOFTTRAINING: Grant Thornton Expresses Going Concern Doubts

RCN CORP: Wants to Ratify Commitments for 2nd Lien Notes
SALEM COMMS: Earns $2.6 Million of Net Income in Third Quarter
SALEM COMMS: Names New Managers for Hawaii & Atlanta Operations
SALON MEDIA: Will Hold Annual Stockholders' Meeting on Nov. 17
SHERWOOD FUNDING: Moody's Places Ba3 Rating on $23.375M Sub. Notes

SPEIZMAN INDUSTRIES: Proposes Liquidating Chapter 11 Plan
SPRINGS INDUSTRIES: Moody's Rates Planned $490M Facility at Ba3
STEEL DYNAMICS: Operating Performance Cues Moody's to Lift Ratings
TERRA INDUSTRIES: Fitch Lifts Sr. Secured Debt Ratings to 'BB-'
TRITON PCS: Moody's Junks Senior & Senior Subordinated Notes

TRITON PCS: S&P Puts 'B' Rating on $250 Million Term Loan Facility
UAL CORPORATION: Gets Court Nod to Amend N653UA Financing Terms
UAL CORP: Court Allows Turnover of Funds in Dec. 5 Draw Request
UAP HOLDING: Moody's Reviewing Low-B & Junks Ratings for Upgrade
US STEEL: Moody's Upgrades Senior Implied Ratings to Ba2 form Ba3

VIE FINANCIAL: Selling Securities Unit to Piper Jaffray for $15MM
WELLS FARGO: Fitch Assigns Low-B Ratings to 11 Issue Classes
WORLDCOM INC: Court Approves Oakland & Federal Claims Stipulation
WORLDCOM INC: Court Okays Epsilon Data Claim Settlement
WORLDCOM: Court Extends Tax Claim Objection Deadline to Jan. 31

* Large Companies with Insolvent Balance Sheets

                          *********

32006 SOUTH COAST: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 32006 South Coast Highway LLC
        410 Broadway 2nd Floor
        Laguna Beach, California 92651

Bankruptcy Case No.: 04-16735

Chapter 11 Petition Date: November 1, 2004

Court: Central District of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: John A. Saba, Esq.
                  32221 Camino Capistrano #B-104
                  San Juan Capistrano, CA 92675
                  Tel: 949-489-2150

Total Assets: $1 Million to $10 Million

Total Debts:  $500,000 to $1 Million

The Debtor has no unsecured creditors who are not insiders.


AAMES MORTGAGE: S&P Lowers Class B Rating to 'B' from 'BBB'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on class M-1
from Aames Mortgage Trust 2001-2 and lowered its rating on class B
from the same transaction.  Simultaneously, ratings are affirmed
on the remaining three classes.

The raised rating reflects an increase in the credit support
percentage to the M-1 class due to the paydown of the senior
classes, combined with the shifting interest feature of the
transactions despite losses that have consistently exceeded excess
interest.

Standard & Poor's believes this class has adequate credit support
in the form of subordination to absorb anticipated future losses.  
Credit enhancement provided by subordination represents
approximately 28.22% of the remaining collateral balance.

The lowered rating on class B reflects a significant decrease in
credit support to the subordinate class due to net losses that
consistently exceed excess interest, resulting in an erosion of
overcollateralization.  Based on the current serious delinquencies
of 27.41%, this trend is likely to continue.  Standard & Poor's
therefore projects overcollateralization to be depleted within the
next 12 months.

The affirmations on the remaining classes reflect adequate
remaining credit support percentages for the senior and mezzanine
classes provided by subordination.

Credit support for the transaction is provided by:

   -- subordination,
   -- excess interest, and
   -- overcollateralization

As of the October 2004 distribution date, total delinquencies were
32.27%, serious delinquencies were 27.41%, and cumulative losses
were 5.21% of the original pool balance.

The transaction is backed by fixed- and adjustable-rate subprime
mortgage loans secured by first liens on owner-occupied one- to
four-family residences.


                          Rating Raised
    
               Aames Mortgage Trust Series 2001-2
                     Pass-thru certificates
   
                                   Rating
                                   ------
                  Class        To          From
                  -----        --          ----
                  M-1          AA+         AA


                         Rating Lowered
   
               Aames Mortgage Trust Series 2001-2
                     Pass-thru certificates
   
                                   Rating
                                   ------
                  Class        To          From
                  -----        --          ----
                  B            B           BBB


                        Ratings Affirmed
   
               Aames Mortgage Trust Series 2001-2
                     Pass-thru certificates
   
                     Class            Rating
                     -----            ------
                     A-1, A-2         AAA
                     M-2              A


ACCESS SOLUTIONS: Declares $.04 Per Share Liquidating Distribution
------------------------------------------------------------------
Access Solutions International Inc. (former symbol OTC BB: ASIC)
said its board of directors has declared a liquidating
distribution of $.04 per share, such distribution to be paid on
Nov. 30, 2004. In accordance with the plan of liquidation, this
distribution will be paid only to stockholders of record as of
Aug. 26, 2003.

The company believes that this distribution will be the final
liquidating distribution to be paid by the company since it has
disposed of all of its assets. However, pursuant to Delaware law,
the company will continue to exist for three years after the
dissolution became effective or for such longer period as the
Delaware Court of Chancery shall direct, solely for the purpose of
prosecuting and defending lawsuits, settling and closing its
business in an orderly manner, and discharging its liabilities,
but not for the purpose of continuing any business.

Access Solutions International, Inc., designed, developed,
assembled and marketed mainframe information storage and retrieval
systems, including both software and hardware, for large
companies.


AFC ENTERPRISES: Moody's Reviewing Single-B Ratings & May Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed all ratings of AFC Enterprises,
Inc under review for upgrade.  The company's announcement that it
has signed a definitive agreement to sell Church's for net
proceeds of about $275 million and Moody's expectation that
proceeds will be used to pay down substantially all rated debt
prompted the review.  The bank agreement requires the company to
pay down the bank loan (currently comprised of a $75 million
Revolving Credit Facility with $18 million utilized, a $32 million
Term Loan A, and a $56 million Term Loan B) with proceeds from
asset sales.

Ratings placed under review for upgrade are:

   -- $162 million secured bank facility of B1,
   -- Senior Implied Rating of B1, and the
   -- Issuer Rating of B2.

Moody's review will consider the use of proceeds from the Church's
divestiture as well as the prospects for Popeyes, the sole
remaining concept owned by AFC.  Material debt reduction,
responsible use of the discretionary proceeds, and increased
comfort with operations at Popeyes likely would cause ratings to
be raised.  Moody's cautions that challenges facing AFC
Enterprises include weak comparable store sales at Popeye's,
ongoing commodity cost pressures, and unresolved issues regarding
the recent restatement of financial results for prior years.
Ratings would be confirmed if debt is not substantially reduced as
part of the transaction.

AFC Enterprises, Inc, headquartered in Atlanta, Georgia, operates
or franchises 1809 Popeyes Chicken and Biscuit Restaurants and
1536 Church's Chicken restaurants.  The company sold Cinnabon in
September 2004.  For the 12 months ending July 11, 2004, chicken
segment revenue equaled $421 million.


ALASKA AIRLINES: Orders Blended Winglets from Aviation Partners
---------------------------------------------------------------
Alaska Airlines has ordered 25 sets of performance-enhancing
winglets from Aviation Partners Boeing.

The advanced-technology "Blended Winglets" will be installed on
Alaska's Boeing Next Generation B737-800 aircraft scheduled for
delivery in 2005 and retrofitted on Boeing Next Generation 737-700
aircraft currently operated by the airline.

The agreement between Alaska and Aviation Partners Boeing includes
options to purchase additional sets of winglets for future 737-700
and 737-800 deliveries.

Retrofitting of the airline's Boeing 737-700 fleet will be done by
Goodrich Aviation Technical Services in Everett, Wash., as the
aircraft complete routine heavy maintenance checks. Winglets on
new 737-800 aircraft will be factory installed by Boeing.

Blended Winglets Technology will improve the performance and
payload capability of Alaska jets, while providing significant
cost savings through greater fuel efficiency. Winglet-equipped
aircraft also are more environmentally friendly, offering a 6.5
percent reduction in takeoff noise and significantly reduced
engine emissions.

"Blended Winglets enable us to save fuel, reduce noise, deliver
better service and reduce costs during a very challenging time for
the airline industry," said Alaska Airlines Executive Vice
President of Operations George Bagley.

                3.5% Reduction in Fuel Consumption

"With fuel prices at record highs, and not much relief in sight,
investing in Blended Winglet Technology is a way for airlines to
permanently hedge future fuel costs as measurable fuel savings
continue through the life of the aircraft," adds Mike Marino, CEO
of Aviation Partners Boeing.

Winglets save fuel by reducing drag, which allow aircraft to fly
at cruise speed with reduced engine power.

With an average annual aircraft utilization rate of 4,000 hours,
winglets are expected to reduce the fuel burn of Alaska's Boeing
737s by 120,000 gallons, or 3.5 percent, per year.

Winglets also will enhance customer service by virtually
eliminating the need for the airline to restrict passenger loads
on transcontinental flights encountering strong headwinds.

"We're very pleased that a customer in our own backyard has chosen
to adopt our Blended Winglet Technology," says Craig McCallum,
sales director of Aviation Partners Boeing. "This important sale
is yet another testimonial that Blended Winglet Technology works."

Aviation Partners Boeing is a joint venture between Aviation
Partners, Inc. and The Boeing Company. To learn more about
patented Blended Winglet Technology go to
http://www.aviationpartnersboeing.com/

                        About the Company

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

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

                          *     *     *

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

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

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


AMERICAN COLOR: S&P Lowers Corporate Credit Rating to B from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
commercial printer American Color Graphics Inc., including its
corporate credit rating to 'B' from 'B+'.

The outlook remains negative.  The Brentwood, Tennessee-based
company's total debt outstanding at Sept. 30, 2004, was
$312 million.

"The rating action follows the company's recent earnings
announcement for the six months ended September 30, 2004, in which
print production volume declined by 15% and EBITDA fell 21%.  
While a significant volume decline was previously anticipated due
to the loss of three major printing customer accounts in early
2004, we now have additional concerns as to when operating trends
will stabilize due to intense pricing competition in the sector,"
said Standard & Poor's credit analyst Sherry Cai.  Standard &
Poor's does expect that credit measures will achieve levels
consistent with the prior rating within the intermediate term.

In response to the lower volumes and competitive pricing
pressures, ACG continued to restructure its print and pre-media
segments, which has included:

   -- closing plants,

   -- reducing personnel, and

   -- relocating equipment to reduce costs and improve
      efficiencies

Although these initiatives are expected to yield the company
meaningful cost savings in the future, the benefit is not likely
to be sufficient enough to fully offset the difficult business
conditions in the near term.


AMERICAN COMMERCIAL: Judge Lorch Approves Disclosure Statement
--------------------------------------------------------------
The Honorable Basil H. Lorch of the U.S. Bankruptcy Court for the
Southern District of Indiana approved the Second Amended
Disclosure Statement filed by American Commercial Lines, LLC and
its debtor-affiliates to explain their chapter 11 plan.

The Court finds that the Amended Disclosure Statement contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.  Thus, the Court authorizes the Debtor to
transmit the Second Amended Disclosure Statement to creditors and
solicit creditors' votes to accept the Amended Plan of
Reorganization.

                       Terms of the Plan
                  New Organizational Structure

Under the Plan, Debtors ACL Capital Corp. and ACBL Riverside
Terminals will be dissolved.

The resulting Reorganized Debtors are:

   * A New Holding Company will indirectly own 100% of Reorganized
     American Commercial Lines LLC;
   
   * Reorganized American Commercial Lines will own equity
     interests in eight affiliated entities:
   
     (a) 100% of Reorganized Debtor Louisiana Dock Company
         LLC;

     (b) 100% of Reorganized Debtor Jeffboat LLC;

     (c) 100% of Reorganized Debtor American Commercial
         Terminals LLC;

     (d) 100% of Reorganized Debtor American Commercial Barge
         Line LLC;


     (e) 100% of Reorganized Debtor American Commercial
         Logistics LLC;

     (f) 100% of Reorganized Debtor ACBL Liquid Sales LLC;

     (g) 100% of Reorganized Debtor American Commercial Lines
         International LLC; and

     (h) 50% of Vessel Leasing LLC.

   * Reorganized American Commercial Terminals LLC will own 100%
     of Reorganized American Commercial Terminals Memphis LLC;

   * Reorganized Louisiana Dock Company LLC will own equity
     interests in three affiliated entities:

     (a) 35% of T.T. Barge Services Mile 237 LLC;
     (b) 100% of Reorganized Debtor Houston Fleet LLC; and
     (c) 50% of Bolivar Terminal Company.

   * Reorganized American Commercial Lines International LLC will
     own equity interests in four affiliated entities:

     (a) 100% of Reorganized Debtor Orinoco TASA LLC;
     (b) 100% of Reorganized Debtor Orinoco TASV LLC;
     (c) 100% of ACBL Venezuela Ltd.; and
     (d) 71% of ACBL Dominicana S.A.

   * Reorganized American Commercial Barge Line LLC will own
     33.33% of Barge Net.

   * Reorganized American Commercial Logistics LLC will own 50% of
     Barge Link LLC.

The Plan does not include any substantive consolidation of the
Debtors for any purpose.

               Recoveries Under the Proposed Plan

These claims will be paid in full:

   * Administrative Claims,
   * Allowed DIP Claims,
   * Allowed Priority Claims,
   * Tax Claims (over six-year period with interest),
   * Senior Secured Claims based on the June 30, 1998 Credit
     Agreement estimated to be $363,924,000, and
   * Other Secured Claims other than Senior Secured Claims,
     Maritime Liens Claims and Tort Lien Claims.

Holders of claims against one or more vessels owned by one or more
Debtors will receive half of what they're owed if they want their
Maritime Lien Claims paid in cash.  Alternatively, holders of
Maritime Lien Claims can elect to receive a 5-year note for 100%
of their claims.  Maritime Lien Claims are estimated to total
$12,000,000 to $17,000,000.

Holders of Allowed Secured Claims against property of one or more
Debtors arising under:

   (a) General Maritime Law for maritime torts, including personal
       injury, death, property damage and cargo damage, or

   (b) Section 506 of the Bankruptcy Code.

will be paid in full either in cash or with Tort Lien Holder
Notes.  Tort Lien Claims are estimated to be less than $1 million.

                    General Unsecured Claims

Common shares of the New Holding Company will be distributed to
holders of General Unsecured Claims on a pro rata basis:
                              
                                                   Projected
                                Estimated          Percentage
Debtor                          Claims             Recovery
------                          ---------          ----------
American Commercial Barge     $327M to $340M        8% to 9%
Line LLC

American Commercial Lines     $278M to $279M        2% to 3%
International LLC

Jeffboat LLC                  $279M to $280M        8% to 9%

Louisiana Dock Company LLC    $280M to $281M        3% to 4%

Holders of General Unsecured Claims against these Debtors will get
nothing:

                                                Estimated         
   Debtor                                       Claims
   ------                                       ---------         
   American Commercial Lines Holdings LLC     less than $1M
   American Commercial Lines LLC             $306M to $313M
   American Commercial Logistics LLC         $278M to $279M
   Houston Fleet LLC                         $278M to $279M
   Lemont Harbor & Fleeting Services LLC     $278M to $279M
   ACL Capital Corp.                         $278M to $279M
   ACBL Liquid Sales LLC                     $278M to $279M
   Orinoco TASV LLC                          $278M to $279M
   Orinoco TASA LLC                          $278M to $279M
   American Commercial Terminals LLC         $278M to $279M
   American Commercial Terminals-Memphis LLC $278M to $279M

Holders of Convenience Class Claims, totaling $1,500,000, will be
paid 8% of their allowed claims, in cash, 45 days after the
effective date of the Plan

Holders of the:

   (1) 10-1/4% Senior Notes due June 30, 2003 that were not
       exchanged pursuant to the April 15, 2002 exchange offer,
       owed an estimated $6,893,000; and

   (2) 12% Pay-in-Kind Senior Subordinated Notes due
       July 1, 2008, owed an estimated $124,354,000;

take nothing under the Plan.

Equity Holders will not get anything either.

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

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

American Commercial Lines LLC, an integrated marine transportation
and service company transporting more than 70 million tons of
freight annually using 5,000 barges and 200 towboats in North and
South American inland waterways, filed for chapter 11 protection
on January 31, 2003 (Bankr. S.D. Ind. Case No. 03-90305).  
American Commercial is a wholly owned subsidiary of Danielson
Holding Corporation (Amex: DHC).  Suzette E. Bewley, Esq., at
Baker & Daniels represents the Debtors in their restructuring
efforts.  As of September 27, 2002, the Debtors listed total
assets of $838,878,000 and total debts of $770,217,000.


ATA AIRLINES: U.S. Trustee Appoints Official Creditors' Committee
-----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Nancy J. Gargula,
the United States Trustee for Region 10, appointed a nine-member
Official Committee of Unsecured Creditors in the ATA Airlines and
its debtor-affiliates' Chapter 11 cases.

The Creditors Committee consists of:

     (1) Thomas M. Korsman
         Vice President
         Wells Fargo Bank, N.A.
         MAC N9303-120
         Sixth and Marquette
         Minneapolis, MN 55479
         Tel: (612) 466-5890
         Fax: (612) 667-9825
         thomas.m.korsman@wellsfargo.com

     (2) Arthur Calavritinos
         John Hancock Funds
         101 Huntington Avenue
         Boston, MA 02199-7603
         Tel: (617) 375-1929
         Fax: (617) 375-1837
         acalavritinos@jhancock.com

     (3) Robert Grubin
         Loeb Partners
         61 Broadway
         New York, NY 10006
         Tel: (212) 483-7091
         Fax: (212) 785-1877
         rgrubin@loebpartners.com

     (4) Mark Lawrence
         Stanfield Capital Partners LLC
         430 Park Avenue
         New York, NY 10022
         Tel: (212) 891-9626
         Fax: (212) 891-9625
         mlawrence@stanfieldcp.com

     (5) Steve Stapp
         Goodrich Corporation
         Civil Aircraft Wheels and Brakes
         101 Waco Street
         Troy, OH 45373
         Tel: (937) 440-2189
         Fax: (937) 440-3600
         steve.stapp@goodrich.com

     (6) David Cotton
         Flying Food Group, LLC
         212 North Sangamon Street
         Suite 1-A
         Chicago, IL 60601
         Tel: (312) 243-2122 ext. 31
         Fax: (312) 264-2490
         dcotton@flyingfood.com

     (7) Paul A. Wappelhorst
         Airport Terminal Services
         500 Northwest Plaza, Suite 1100
         St. Louis, MO 63074
         Tel: (314) 739-1900
         Fax: (314) 739-7070
         pwappelhorst@atsstl.com

     (8) Jacki Pritchett
         MEC President
         Association of Flight Attendants
         292 Michigan Parkway, Apt. G
         Avon, IN 46123
         Tel: (317) 847-8042
         atamecp@aol.com

     (9) Erik Engdahl
         MAC Chair
         Air Line Pilots Association, International
         5333 South Laramie, Suite 119
         Chicago, IL 60638
         Tel: (773) 284-4910
         Fax: (773) 284-1866
         scootrman7@aol.com  

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


ATA AIRLINES: Wants to Sell Midway Assets to AirTran for $87.5M
---------------------------------------------------------------
Concurrent with their Chapter 11 filing, ATA Airlines executed a
commitment letter to sell their operation at Midway International
Airport in Chicago to AirTran Airways, Inc., for $87,500,000,
subject to higher and better offers.

The Debtors and their financial adviser, Huron Consulting Group,
concluded that the transaction at this time is critical for the
maximization of value of the Midway Assets for the benefit of the
Debtors' estate and creditors.  The proposed AirTran Transaction,
or an alternative transaction based on a higher or better offer
received, is critical to alleviate the Debtors' liquidity problems
and allow the Debtors to seek to reorganize their remaining
airline operations.

                       AirTran Transaction

The Debtors will transfer to AirTran or any eventual purchaser
their leased interests in 39 Boeing 737-800s, the Midway gates and
possibly gates at other airports, related personnel and any other
assets associated with the Midway operations.

Pursuant to the Commitment Letter, the Debtors and AirTran agreed
to negotiate a definitive asset acquisition agreement to
substantially incorporate the terms and conditions of the
Commitment Letter.  The Definitive Agreement is subject to the
approval of the ATSB Lenders.

The principal terms of the Transaction are:

Midway Assets:      ATA will assign to AirTran:

                    (a) the Chicago Midway Airport Amended and
                        Restated Use Agreement and Facility
                        Lease, including without limitation all
                        of ATA's rights and interests under the
                        Midway Facilities Lease in and to 14
                        gates, ramp space and associated service
                        facilities at Midway Airport, including
                        the space to build 12 additional regional
                        jet gates and the furnishings, fixtures
                        and personal property -- exclusive of
                        ground equipment -- used or employed in
                        connections with the gates and service
                        facilities;

                    (b) 8 non-AIR 21 and 11 AIR 21 arrival and
                        departure slots at LaGuardia Airport and
                        4 AIR 21 arrival and departure slots at
                        Ronald Reagan Washington National
                        Airport; and

                    (c) its interest in certain airport facility
                        leases or arrangements at outlying
                        stations served from Midway.

Acquisition Price:  $87,500,000

                    Concurrent with the assumption and assignment
                    of the Midway Facilities Lease, AirTran may
                    deduct from the Acquisition Price and pay
                    over to the City of Chicago all amounts owing
                    to the City of Chicago in respect of the
                    $7,500,000 principal amount of unsecured loan
                    made to fund the jetway expansion at Midway
                    Airport and any other amounts as may be owing
                    to the City of Chicago which are cross-
                    defaulted to the Midway Facilities Lease.  In
                    no event may AirTran deduct more than
                    $8,000,000 from the Acquisition Price for
                    such payment to the City of Chicago.

Holdback Amount:    $24,000,000 will be withheld from the
                    Acquisition Price until the Slots are
                    actually transferred to AirTran.

                    $8,000,000 of the Holdback Amount will be
                    released upon the conveyance to AirTran of
                    the eight LaGuardia non-AIR 21 arrival and
                    departure slots.

                    An additional $941,177 per slot will be
                    released upon vesting in AirTran of each AIR
                    21 arrival and departure slot at LaGuardia
                    and Reagan.

City of Chicago
Consent:            The AirTran Transaction requires prior
                    written consent by the City of Chicago as may
                    be required to the assignment and transfer
                    from ATA to AirTran of the Midway Facilities
                    Lease and all rights of ATA thereunder.  ATA
                    and AirTran intend to seek the Consent
                    pursuant to and by fully complying with the
                    applicable procedures and information
                    requests of Chicago under Section 4.03 of the
                    Midway Facilities Lease.

Other Conditions
to Closing:         The Closing is conditioned on the
                    satisfaction or waiver of, among other
                    things:

                    * Execution of the Definitive Agreement;

                    * The continued accuracy of representations
                      and warranties and compliance with
                      covenants and receipt by all parties of all
                      corporate, regulatory and other third party
                      approvals and authorizations necessary to
                      consummate the AirTran Transaction;

                    * Bankruptcy Court approval of the AirTran
                      Transaction;

                    * Fuel prices not escalating above $2.00 per
                      gallon, including taxes and fees;

                    * Continued operations by the Debtors;

                    * Non-conversion of the Chapter 11 cases to
                      Chapter 7 cases;

                    * Continued, without work stoppages or slow
                      downs, flight operations of the Debtors'
                      B-737-800 aircraft pursuant to wet leases
                      with AirTran;

                    * Continued regular scheduled flights of
                      Debtor Chicago Express Airlines, Inc.; and

                    * The non-occurrence of any 9/11 type
                      terrorist event or other customary "market
                      out " event.

Debtors'
Employees:          AirTran will undertake good faith efforts to
                    employ individual qualified ATA employees.

Operations:         The Debtors will continue to operate a Midway
                    schedule during a transition period of up to
                    120 days, with the schedule to be coordinated
                    with AirTran's wet lease operations, if any,
                    and with, at AirTran's option, a
                    representative of AirTran to be stationed at
                    the Debtors' headquarters to coordinate
                    operations between AirTran and the Debtors.

                     Post-Closing Agreements

The Debtors and AirTran will enter into a number of post-closing
agreements and relationships to:

   -- ensure a smooth completion of the AirTran Transaction;

   -- avoid interruption of service to the Debtors' and AirTran's
      customers; and

   -- provide substantial benefits to the Debtors' Chapter 11
      estates.

AirTran will have the option to wet lease the Debtors' B-737-800
aircraft for a period of up to one year at market rates not to
exceed the Debtors' out-of-pocket costs.  After the Midway Assets
have been transferred to AirTran, the Debtors and AirTran will
enter into an airport and ground services agreement for operations
at Midway Airport.

AirTran will also endeavor to enter into arrangements with the
Debtors as may reasonably be required by the Debtors at closing to
permit them continued access to the outlying stations, the rights
to which will be transferred to AirTran, on commercially
reasonable terms.  The parties will enter into an agreement with
respect to ticket sales by the Debtors involving transportation
to, from or through Midway Airport whereby AirTran will be
entitled to the ticket revenue but will reimburse the Debtors for
their out-of-pocket selling costs with respect to tickets booked
by the Debtors for passengers who use the tickets to fly on
AirTran's flights.

AirTran and the Debtors will also explore marketing opportunities.  
AirTran will have the right to enter into a marketing agreement
with the Debtors' commuter carrier at Midway Airport on market
terms.

The Debtors and AirTran will bargain in good faith concerning a
mutually agreeable code sharing alliance or joint marketing
agreement post closing respecting, among others, AirTran's Midway
operations and the Debtors' Hawaiian operations.

             Debtors Find AirTran's Offer Reasonable

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
asserts that the transfer of the Midway Assets under the terms of
the Commitment Letter will provide the Debtors' estate with fair
and reasonable consideration.  The Commitment Letter was entered
into only after an extensive and thorough marketing process.  In
addition to the Acquisition Price, the Debtors' estates will
receive additional benefits from the various post-closing
arrangements with AirTran.

"Any doubt as to the reasonableness of the aggregate purchase
price contained in the Commitment Letter should be dispelled by
the fact that, in addition to the extensive marketing efforts and
negotiations already conducted, the AirTran Transaction will again
be subject to competing offers . . . thereby ensuring that Debtors
receive the highest or otherwise best value for the Midway Assets
or other Assets," Ms. Hall says.

Ms. Hall also notes that, once the AirTran Transaction is
consummated, the Debtors' management can fully concentrate on the
formulation of a plan of reorganization.  The proceeds received
from the transaction, along with other assets the Debtors still
own, will be used to fund the plan.

Ms. Hall clarifies that the AirTran Transaction in no way
constitutes a sub rosa plan because:

     * it does not in any way dictate the terms of the future
       plan;

     * it does not in any way attempt to restructure any
       creditors' rights; and

     * the transaction proceeds will fund the plan of
       reorganization.

Ms. Hall assures the Court that the Commitment Letter has been
negotiated at arm's-length and in good faith.  Hence, AirTran is
entitled to the protection of Section 363(m) of the Bankruptcy
Code.

By this motion, the Debtors ask Judge Lorch for authority to:

   (1) sell their Midway Assets to AirTran, free and clear of
       liens, claims and encumbrances, subject to higher or
       better offer;

   (2) assume and assign the Midway Facilities Lease and other
       executory contracts related to the Midway operation to
       AirTran; and

   (3) enter into certain lease or other arrangements with
       AirTran.  

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


ATX COMMS: Exclusive Plan-Filing Period Extended to Dec. 10
-----------------------------------------------------------
ATX Communications, Inc., sought and obtained an extension of its
exclusive periods pursuant to 11 U.S.C. Sec. 1121.  The Honorable
Prudence Carter Beatty of the U.S. Bankruptcy Court for the
Southern District of New York awarded ATX an extension of its
exclusive period in which to file a plan of reorganization through
Dec. 10, 2004, and granted a concomitant extension of the
company's exclusive period to solicit acceptances of that plan
from creditors through Feb. 8, 2005.

As previously reported in the Troubled Company Reporter on
Oct. 26, 2004, ATX's Creditors' Committee has asked the Bankruptcy
Court to terminate the Debtors' exclusivity period to file a plan
of reorganization.  Judge Beatty declined that invitation.  

Headquartered in Bala Cynwyd, Pennsylvania, ATX Communications,
Inc. -- http://www.atx.com/-- is a local exchange and  
interexchange carrier providing integrated voice and date
services, and operates a nationwide asynchronous transfer mode
network. ATX, CoreComm New York, Inc., and their affiliates filed
for chapter 11 protection on January 15, 2004 (Bankr. S.D.N.Y.
Case Nos. 04-10214 through 04-10245). Paul V. Shalhoub, Esq., and
Marc Abrams, Esq., at Willkie, Farr, & Gallagher LLP represent the
Debtors in their restructuring efforts. When the Debtor filed for
protection from their creditors, it listed $664 million in total
assets and $596,700,000 in total debts.


ARI NETWORK: Names Paul Versteeg Director of Int'l. Operations
--------------------------------------------------------------
ARI Network Services, Inc. (OTCBB:ARIS), a leading provider of
electronic parts catalogs and related technology and services to
increase sales and profits for dealers in the manufactured
equipment markets, said Paul W. Versteeg has joined ARI as
Director of International Operations. In his role as Director, Mr.
Versteeg will be responsible for sales growth, customer support
and the introduction of products in the international marketplace.

"We are excited to have such an experienced manager and sales
executive join ARI," said Brian E. Dearing, chairman and chief
executive officer of ARI. "We are confident that Paul's more than
25 years of experience will assist us to continue to expand our
international presence, grow our sales and introduce our new
products," added Mr. Dearing.

Prior to joining ARI, Mr. Versteeg was the Managing Director for
PHYWE Verwaltungs-GmbH in Germany, a $40 million supplier of
scientific educational equipment with over 160 employees, where he
was responsible for production, logistics, engineering, quality,
service, marketing and sales. Prior to that, Paul was European
Business Director EMEA for Fluke Networks, Inc., a $100 million
company that produces network test equipment, where he was
responsible for the management of 13 subsidiaries as well as the
export department, with the objective of establishing and then
growing the business in the Europe, Middle East and Africa (EMEA)
regions. Paul has also worked for a number of American companies,
including Tektronix, and fluently speaks English and German
besides his native Dutch.

"ARI is an exciting provider of productivity and growth solutions
for dealers, manufacturers and distributors, with a proven track
record worldwide," said Mr. Versteeg. "I look forward to helping
ARI increase our presence and market share in the international
arena."

                        About the Company

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

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


AVIANCA SA: Has Until Dec. 15 to Solicit Votes on Chapter 11 Plan
-----------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York awarded Avianca SA -- the
Colombian airline -- an extension, through Dec. 15, 2004, to
solicit acceptances of its chapter 11 plan from creditors.  

Judge Gropper approved a Disclosure Statement explaining Avianca's
Plan of Reorganization in August.  The carrier filed an amended
plan on Oct. 21, 2004.  

Avianca's plan calls for a $63 million investment by Grupo Sinergy
and the National Coffee Growers Federation of Colombia.  

Founded in 1919, Aerovias Nacionales de Colombia S.A. Avianca is
one of the oldest airlines in the world.  The Colombian carrier
provides scheduled passenger and cargo services throughout South
America, the Caribbean and the US.  The Company filed for chapter
11 protection on March 21, 2003 (Bankr. S.D.N.Y. Case No. 03-
11678) citing rising fuel costs, higher insurance costs and slow
economies in Colombia and Venezuela as the principal reasons.  
Ronald E. Barab, Esq., at Smith, Gambrell & Russell, LLP and
Howard D. Ressler, Esq., at Anderson, Kill & Olick, P.C.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it estimated
debts and assets of more than $100 million each.

Jude Webber at Reuters notes that Avianca's one of many struggling
Latin American carriers.  "Colombia's flagship airline, Avianca,
is broke. Brazil's biggest international carrier, Varig, is
struggling to repay huge debts. Peru's second-largest airline,
Nuevo Continente, is grounded," Mr. Webber wrote in a piece dated
Oct. 29.


BICO, INC: Completes cXc Services Merger & Names New Executives
---------------------------------------------------------------
BICO, Inc. (Pink Sheets: BIKOQ) has completed the merger with cXc
Services, Inc. The Plan of Merger is in accordance with BICO's
Chapter 11 Reorganization Plan, which has been approved by the
U.S. Bankruptcy Court for the Western District of Pennsylvania and
consented to by the Securities and Exchange Commission as well as
the Pennsylvania Department of Revenue.

Anthony D. Paterra, Chief Executive Officer and Director of BICO,
announced his resignation yesterday. Mr. Paterra has agreed to
serve as an independent consultant for six months to assist in the
transition. Mr. Paterra said, "I am extremely pleased about BICO's
merger with cXc Services, and it will be a pleasure to assist the
new management team with their plans."

Richard M. Greenwood, President of cXc Services has been named
President and Chief Executive Officer of BICO Inc. Previously, Mr.
Greenwood held various executive level positions for Citibank,
California Federal, Valley National, and Bank Plus/Fidelity
Federal Bank.

Kenneth F. Raznick, Chairman of cXc Services has been named to the
position of Chairman of the Board of BICO. Mr. Raznick has been
involved in commercial and real estate development for 25 years.
Since 1974, Mr. Raznick has participated in the development of
over 25 million square feet of commercial and industrial real
estate.

Mr. Greenwood stated that, "BICO is introducing an exciting new
Internet appliance to the marketplace along with a unique service
that will benefit consumers and companies who wish to provide
services to them. The merger provides BICO with a business
platform to deliver its marketing plan and create shareholder
value."

BICO, the new company, will be both a distributor of Internet
appliances and an advertising and content publisher, delivering
content and other fee-based services, including ISP, telephone
services, video conferencing and e-commerce fulfillment directly
to its appliances. BICO is the exclusive North American
distributor of Amstrad's em@iler web phones. Amstrad is a British
company that has been in the consumer electronics business since
1972 manufacturing PC's, audio equipment, and television "set top"
boxes as well as telephones.

Information on BICO, Inc., the new company, can still be found at
the cXc Services website, which is http://www.cXcservices.com/  
until such time the website is changed to reflect the BICO name.

Effective immediately, BICO's corporate offices are now in Orange
County, California. For further information, contact: John D.
Hannesson, Esq., Executive Vice President Administration & Law
Phone: 949 509-9858 Fax: 949 509-9867 Email:
jhannesson@cxcservices.com

Headquartered in Pittsburgh, Pennsylvania, Bico, Inc., formerly
known as Biocontrol Technology, Inc., manufactures laboratory
sized ore crushers. The Company filed for Chapter 11 protection
on March 18, 2003 (Bankr. W.D. Pa. Case No.: 03-23239). Steven T.
Shreve, Esq., at Shreve & Pail represents the Debtor in its
restructuring efforts.  The Bankruptcy Court confirmed the
Debtor's Chapter 11 Reorganization Plan on Oct. 15, 2004.


BLEECKER STRUCTURED: Moody's Junks $40 Mil. Senior Secured Notes
----------------------------------------------------------------
Moody's Investors Service downgraded these Classes of Notes issued
by Bleecker Structured Asset Fund Ltd., a collateralized debt
obligation issuance:

   (1) The U.S. $360,000,000 Class A First Priority Senior Notes
       (consisting of Class A-1 and Class A-2), Due 2035, has been
       downgraded from A3 on watch for possible downgrade to Baa3,
       and

   (2) The U.S. $40,000,000 Class B Second Priority Senior Secured
       Floating Rate Notes, Due 2035, has been downgraded from B3
       on watch for possible downgrade to Ca.

The notes will be removed from the watchlist.

According to the Trustee report, dated as of September 27, 2004,
the Moody's Maximum Rating Distribution Test was 2390
(450 maximum), the Moody's Diversity Correlation Test was
19.04 (20 minimum), while the CDS with a Moody's rating below Baa3
was 49.7% (5% maximum).  Furthermore, the Class B
Overcollateralization Test was 85.60% (110.5% minimum), and the
Class C Overcollateralization Test was 70.8% (102% minimum) while
the Class A Interest Coverage Test was 29.81% (106.5% minimum),
the Class B Interest Coverage Test was 19.0% (117% minimum) and
the Class C Interest Coverage Test was 3.19% (104.5% minimum).

Issuer: Bleecker Structured Asset Funding, Ltd.

Class Description: The U.S. $360,000,000 Class A First Priority
                   Senior Notes (consisting of Class A-1 and Class
                   A-2), Due 2035
Prior Rating:      A3 On Watch for Possible Downgrade
Current Rating:    Baa3

Class Description: The U.S. $40,000,000 Class B Second Priority
                   Senior Secured Floating Rate Notes, Due 2035
Prior Rating:      B3 On Watch for Possible Downgrade
Current Rating:    Ca


CALIFORNIA STEEL: Positive Performance Spurs Moody's to Up Ratings
------------------------------------------------------------------
Moody's Investors Service upgraded its ratings for California
Steel Industries, Inc., raising the rating on its senior unsecured
notes to Ba2 from Ba3.  The upgrade recognizes the company's
improved operating performance and debt protection measures. High
steel prices and strong demand have driven CSI's financial metrics
to very high levels.  While its current (3Q04) metal margins are
not sustainable, in Moody's opinion, we nevertheless expect CSI's
financial performance to consistently exceed the low levels of
2003.  Therefore, improved fundamentals, when combined with the
company's advantageous business model, market position, product
mix, and relatively low leverage, support an upgrade.

These ratings were upgraded:

   * $150 million of 6.125% senior notes, due 2014 -- to Ba2
     from Ba3,

   * senior implied rating -- to Ba2 from Ba3,

   * senior unsecured issuer rating -- to Ba2 from Ba3.

The company's rating outlook continues to be stable.  Further
upgrade potential is somewhat limited due to CSI's single
location, narrowly focused geographic market, and the inherent
cyclicality of the steel industry.

CSI's ratings are supported by characteristics of its business
model, product mix, and markets that make it less prone to the
cyclical variations that are typical of most steel companies.  CSI
purchases steel slabs rather than manufactures steel and,
therefore, does not have the high fixed costs associated with
manufacturing steel.  The close correlation between slab and
finished steel prices helps reduce the severity of steel downturns
on CSI's profitability.  And, while slab prices have risen
dramatically since late-2003, steel product prices have more than
kept pace.  Furthermore, the availability of slabs -- while a risk
worth noting -- is not expected to be a problem for CSI owing to
its role as a perennially large and reliable purchaser of slabs,
its relationships with global slab producers, and slab production
capacity increases being undertaken by several low-cost slab
producers.

CSI's commercial risk is minimized by the broad mix of steel
products that it makes, including value-added galvanized steel and
electric resistance welded pipe, and by its role as a reliable
supplier to a diverse group of customers and end-markets in the
western US, predominantly southern California.  CSI's market
position is bolstered by the lack of regional steel makers for
many of the hot rolled steel products CSI sells.

In the past, Moody's has voiced concern over CSI's 50% dividend
payout ratio, noting the adverse impact of the dividend payments
on cash flow and book equity.  While still true, Moody's also
appreciates the variable nature of the dividends.  Certainly, this
approach to getting cash out of the business involves less
financial risk than the approach taken by many equity investors of
high yield credits, namely taking large distributions using the
proceeds from highly leveraged financings.

As of September 30, 2004, CSI had $150 million of debt.  It does
not fund retiree health care or pension benefits.  Its credit
metrics look very strong, as they have been aided by unprecedented
increases in selling prices and margins.  For the twelve months'
ended September 30, 2004, debt to EBITDA was 0.86x, EBITDA to
interest was 15.5x, and free cash flow to debt was 0.24x.

California Steel Industries, Inc., headquartered in Fontana,
California, produces and markets a wide range of flat rolled steel
products and electric resistance welded pipe to western US
customers.


CARE CONCEPTS: Charles Prast Succeeds Steve Markley as New CEO
--------------------------------------------------------------
Care Concepts I, Inc., (AMEX:IBD), a media company engaged in
interactive brand development and acquisitions, has named Charles
Prast as Chief Executive Officer.

Before joining Care Concepts, Mr. Prast, 38, was President and CEO
of Private Media Group (NASDAQ:PRVT), a leading public adult
entertainment company founded in 1965. Mr. Prast has also held
senior positions in the US and Europe at leading investment banks,
including Commerzbank and ING Barings, where he specialized in
structured finance and M&A advisory work for small to mid-sized
media companies. He has worked closely with interactive
entertainment companies placing capital and enhancing shareholder
value. Mr. Prast received a B.A. degree from Bates College in
1987. In October 2003, Arena magazine named Mr. Prast the fifth
most influential executive in the adult entertainment industry
worldwide.

Mr. Prast said, "I expect to focus on enhancing cooperation with
our customers to enhance the value of their on-line brands while
working to maximize the value of our 40% stake in Penthouse Media
Group. Lastly, I plan to increase the company's profile among
institutional and retail investors who wish to participate in our
growth.

"Care Concept's assets represented by long-term client
relationships and strategic holdings are both valuable in
themselves and create real opportunities for cross promotion. I
look forward to maximizing the value of these assets for our
shareholders," said Mr. Prast.

As previously announced, IBD completed a $16.475 million private
placement of its securities. IBD also completed the acquisition of
approximately 40% of Penthouse Media Group on October 21, 2004.

Subject to a shareholder meeting, IBD will be changing its name to
Interactive Brand Development to better reflect is business. Mr.
Prast's employment is subject to a definitive employment
agreement.

Mr. Prast fills the positions previously held by Steve Markley as
CEO, who has agreed to remain active in the strategic development
of the company as COO.

                    About Care Concepts I, Inc.

Care Concepts I, Inc. (AMEX:IBD - News) is a media and marketing
holding company with assets including Forster Sports, Inc., a
sports-oriented, multi-media company that produces sports radio
talk shows; and iBidUSA.com, a popular website which showcases
products and services in an auction format. The company also owns
a 40% interest in Penthouse Media Group, publisher of Penthouse
Magazine.

                          *     *     *

                      Auditors Express Doubt

On January 15, 2003, Care Concepts dismissed Angell & Deering as
its principal accountants and auditors. A&D's report on the
Company's financial statements expressed substantial doubt about
the Company's ability to continue as a going concern. On
January 15, 2003, William J. Hadaway was hired to review the
Company's 2002 financial statements. On October 30, 2003, Care
Concepts dismissed WJH. WJH shared A&D's doubts. Effective
October 30, 2003, the Company engaged the accounting firm of
Jewett, Schwartz & Associates as its new independent accountants
to audit the financial statements for the fiscal year ending
December 31, 2003.


CATHOLIC CHURCH: Portland Wants to Sell Gymnasium for $520,000
--------------------------------------------------------------
The Archdiocese of Portland in Oregon asks Judge Perris for
permission to sell its real property located at the Northwest
corner of S.E. Milwaukie Avenue and S.E. Center Street, in
Portland, to Faith Enhanced Development Enterprises.

The Property is about three-quarters of an acre in size.  The only
structure on the Property is an old gymnasium.

Portland does not use the Property.  According to Thomas W.
Stilley, Esq., at Sussman Shank, LLP, the Property generates only
a very small amount of income from infrequent rentals by the
Sacred Heart Church for wedding receptions or similar events.  
Other than FEDE, Portland believes that no person or entity has
any interest in buying the Property.

Portland will sell the Property free and clear of liens, claims
and encumbrances.  Mr. Stilley says the sale transaction has been
bargained for and undertaken by FEDE and Portland at arm's-length,
in good faith, and without collusion.

FEDE has the right to purchase the Property pursuant to an Option
Agreement dated April 2, 2004.  The Option Agreement, Mr. Stilley
says, was executed by the parties more than three months before
Portland filed for bankruptcy.  The Option Agreement was executed
on the part of the owner of the Property by Sacred Heart and by
Portland, for Sacred Heart's benefit.

The Option Agreement does not specify a purchase price for the
Property in dollar terms.  Rather, the Option Agreement requires
that FEDE, as optionee, purchase the Property for an amount equal
to its fair market value, as determined by an independent third
party appraisal.

Mr. Stilley informs the Court that the Property was appraised
recently by PGP Valuation, Inc., which concluded that the fair
market value of the Property is $520,000.  FEDE is willing and
able to purchase the Property for that price.

Portland believes that the Property does not belong to its estate.  
Rather, it holds bare legal title to the Property and that the
beneficial owner of the Property is Sacred Heart, a separate
juridic person under Canon Law.

Portland acknowledges that certain creditors (i) dispute its
position regarding ownership of parish property and (ii) contend
that parish property is owned by Portland and subject to their
claims.  In this regard, Portland proposes to deposit the proceeds
of the sale of the Property into a segregated, interest-bearing
bank account pending a determination by the Court as to the rights
of the various parties claiming an interest in the Property and
the sale proceeds.

The Official Committee of Tort Claimants in Portland's case does
not object to the sale, provided the proceeds are segregated in a
separate account.

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)


CENTURY ALUMINUM: S&P Raises Rating on $150 Million Notes to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Century
Aluminum Company's $150 million 1.75% convertible notes due 2024
to 'BB-' from 'B' and removed it from CreditWatch.  At the same
time, Standard & Poor's affirmed its 'BB-' corporate credit rating
on the Monterey, California-based company.

"The upgrade on the convertible notes follows Century obtaining
guarantees on the notes from its primary domestic subsidiaries,
resolving structural subordination concerns," said Standard &
Poor's credit analyst Paul Vastola.  The rating was placed on
CreditWatch with positive implications on Aug. 9, 2004.

Standard & Poor's also affirmed its 'BB-' rating on Century's
$250 million senior unsecured notes due 2014, and 'BB' rating and
recovery rating of '1' on the company's $100 million senior
secured revolving credit facility due 2006.  The bank loan is
rated one notch higher than the corporate credit rating; this and
the '1' recovery rating indicate a high expectation of full
recovery of principal in the event of a default.  The outlook is
stable.  Total debt at Century was about $594 million at
September 30, 2004.

The ratings affirmation follows the company's recent announcement
that it plans to increase its 90,000-metric-ton per year (mtpy)
expansion project at its Nordural plant in Grundartangi, Iceland
by 32,000 mtpy, raising the plant's total capacity to 212,000 mtpy
by October 2006.  

The latest plan will likely increase capital spending by
$106 million, bringing the expansion's total cost to about
$454 million over the next two years.  The meaningful increase in
the company's already aggressive spending plans does raise
concerns that the company's borrowing levels could increase beyond
levels previously anticipated in the ratings and could prevent the
company from maintaining a capital structure indicative of its
current ratings.

Still, Standard & Poor's expects aluminum prices will remain at
sufficiently firm levels to allow the company to partially fund
its planned expansion through internally generated cash flow and
that management will also take prudent steps, such as issuing
additional equity, to maintain its debt leverage.

The ratings on Century reflect:

   -- its exposure to the volatile and cyclical aluminum industry,
   -- its relatively high cost position versus its peers,
   -- limited product diversity, and
   -- aggressive growth spending and financial profile

These factors offset currently favorable industry conditions and
the company's fair liquidity position.


CHOICE ONE: Bankruptcy Court Confirms Reorganization Plan
---------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York confirmed Choice One Communications
Inc.'s Plan of Reorganization yesterday -- just over a month after
the company filed for protection on Oct. 5, 2004.

"This was probably the quickest and smoothest case I've ever been
involved in," the Debtors' counsel, Jeffrey L. Tanenbaum told Tom
Becker at Bloomberg News.  "Once we got the deal with the lenders
and the bondholders, everything kind of took care of itself."

                         About the Plan

The Plan provides for the conversion of the company's senior and
subordinated debt to equity to reduce outstanding indebtedness.  
Specifically, $410 million of senior debt will be converted to
$175 million of senior secured term notes and 18 million shares of
common stock in the Reorganized Debtors. Subordinated Noteholders
will convert $250 million of their claims into 2 million shares of
new common stock.

Under the terms of the Plan:

         * Administrative Claims;
         * Federal State and Local Tax Claims;
         * Other priority Claims; and
         * General Unsecured Claims

will be paid in full.

On the Effective Date of the Plan, cash on hand and the proceeds
of a $30 million exit facility will be used to fund the
reorganized Debtors. All existing preferred stock, common stock,
options to purchase common stock and warrants will be cancelled to
convert Choice One into a private company.

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

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

Headquartered in Rochester, New York, Choice One Communications,
Inc. -- http://www.choiceonecom.com/-- is an Integrated  
Communications Provider offering voice and data services including
Internet solutions, to businesses in 29 metropolitan areas
(markets) across 12 Northeast and Midwest states. Choice One
reported $323 million of revenue in 2003, and provides services to
more than 100,000 clients. The Company and its 18 debtor-
affiliates filed for chapter 11 protection on October 5, 2004
(Bankr. S.D.N.Y. Case No. 04-16433). Jeffrey L. Tanenbaum, Esq.,
and Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, represent
the Debtors in their restructuring efforts. 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.


CIT GROUP: Moody's Reviewing Low-B Ratings & May Downgrade
----------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the ratings of five tranches relating to various
Recreational Vehicles Trust securitizations originated by CIT
Group.

The complete rating action is as follows:

   * CIT RV Trust 1997-A

     -- $14,122,864, 6.80% Certificates, rated Ba1, under review
        for possible downgrade.

   * CIT RV Trust 1998-A

     -- $18,000,000, 6.29% Class B Notes, rated A3, under review
        for possible downgrade.

     -- $6,060,865, 6.70% Certificates, rated Ba2, under review
        for possible downgrade.

   * CIT RV Trust 1999-A

     -- $28,500,000, 6.44% Class B Notes, rated Baa2, under review
        for possible downgrade.

     -- $11,515,205, 7.21% Certificates, rated Ba3, under review
        for possible downgrade.

    Continued High Delinquencies Increase Risk to Investors

The rating review has been initiated due to the sustained increase
in losses and delinquencies across each of the CIT RV
transactions.  In addition, a significant portion of the
collateral pool in each transaction represents repossessed
inventory.  The loans in repossessed inventory have not been
charged off to date, but are expected to result in additional
losses in future months.  Further, the sustained level of
delinquencies has negatively impacted the amount of excess spread
available to cover the potential losses within these transactions.

Moody's review will focus on the potential future losses to the
pools, the repossessed inventory, and CIT's progress in reducing
the high levels of delinquencies.  In doing so, Moody's will
consider future loss expectations, recovery rates, general market
conditions, and the servicing abilities of CIT.

Headquartered in Livingston, New Jersey, CIT Group Inc. is one of
the largest commercial finance companies in the US, that provides
vendor, equipment, commercial, factoring, consumer, and structured
financing to a wide range of businesses.  It has a long-term
senior unsecured rating of A2 and a short-term rating of Prime-1
from Moody's.


CITATION CORP: Committee Hires Winston & Strawn as Lead Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Citation Corporation's chapter 11 cases asks the U.S. Bankruptcy
Court for the Northern District of Alabama for permission to
retain Winston & Strawn, LLP, as its lead counsel.  

Winston & Strawn will:

   (a) provide legal advice to the committee with respect to its
       duties and powers in the case;

   (b) assist the committee in its investigation of the conduct,
       assets, liabilities, and financial condition of the
       company, operation of the company's business, and any other
       matter relevant to these cases or to the formulation of a
       Chapter 11 plan;

   (c) assist the committee in evaluating claims against the
       estates;

   (d) assist the committee in the formulation of a plan;

   (e) assist the committee with any effort to request the
       appointment of a trustee or examiner; and

   (f) represent the committee in connection with administrative
       matters arising in the case.

David A. Honig, Esq., leads the engagement.  Winston & Strawn will
bill for services at its customary hourly rates:

          Designation             Billing Rate
          -----------             ------------
          Partners                $330 to $695
          Associates              $190 to $430            
          Legal Assistants         $40 to $215

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures  
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes. The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130). Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors. When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.


CITATION CORP: Committee Hires Maynard Cooper as Local Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Citation Corporation's chapter 11 cases asks the U.S. Bankruptcy
Court for the Northern District of Alabama for permission to
retain Maynard Cooper & Gale, P.C., as its local counsel.  

Maynard Cooper will:

   (a) provide legal advice to the committee with respect to its
       duties and powers in the case;

   (b) assist the committee in its investigation of the conduct,
       assets, liabilities, and financial condition of the
       company, operation of the company's business, and any other
       matter relevant to these cases or to the formulation of a
       Chapter 11 plan;

   (c) assist the committee in evaluating claims against the
       estates;

   (d) assist the committee in the formulation of a plan;

   (e) assist the committee with any effort to request the
       appointment of a trustee or examiner; and

   (f) represent the committee in connection with administrative
       matters arising in the case.

Jayna Partain Lamar, Esq., leads the engagement.  Maynard Cooper
will bill for services at its customary hourly rates:

          Designation             Billing Rate
          -----------             ------------
          Partners                $240 to $395
          Associates              $160 to $220            
          Legal Assistants         $90 to $125

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures  
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes. The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130). Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors. When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.


CITIZENS COMMS: Fitch Rates Proposed $400M Senior Sec. Notes 'BB'
-----------------------------------------------------------------
Fitch Ratings assigned a 'BB' rating to Citizens Communications
Company's proposed offering of $400 million of senior unsecured
notes due in 2013.  The company intends to use the proceeds to
retire a portion of its debt due in 2006, which totals
approximately $928 million.  The Rating Outlook is Stable.

The rating reflects the relative stability of Citizens'
predominantly rural local exchange operations, solid free cash
flow (before dividends) and good liquidity.  These factors are
balanced against the cash requirements of the company's recently
instituted common dividend, the potential for more intense
competition in certain non-rural markets, and the continuation of
pressure on higher margin access charges and universal service
funds that could occur over the next couple of years.  Fitch views
the steps Citizens is taking toward addressing its 2006 maturities
of approximately $928 million through this $400 million offering
and consequent tender as a positive development.

Citizens' local exchange operations are primarily rural in nature,
with Rochester, New York, representing the largest non-rural
market.  In Rochester, Citizens is facing rising competition from
Time Warner Cable's voice over Internet protocol -- VoIP --
offering.  Rochester represents approximately 23% of Citizens
access lines, so increased line losses in Rochester could lead to
moderately higher losses in total.  Competitive rivalry is less
intense in Citizens' other markets, but it should be noted the
economy and the substitution of high-speed data services,
including Citizens' digital subscriber line -- DSL -- offering,
have contributed to line erosion.  Over the past year (ending in
September 2004), Citizens has lost approximately 2.4% of its total
access lines, or 58,000 lines, lower than the regional Bell
operating companies -- RBOCs -- in percentage terms, but in line
with other rural carriers.  Currently, Citizens is successfully
offsetting line losses by growing its DSL business, as the number
of subscribers grew nearly 82,000.

Through the first nine months of 2004, Citizens' net cash from
continuing operating activities, less capital spending, was
$337 million.  Through the first nine months of 2004, Citizens
retired $530 million in debt, of which $408 million was due to the
retirement of debt due in 2006 associated with its equity units.
The company issued $530 million in equity, of which $460 million
was related to the entire amount outstanding of its equity units.

Following the conclusion of its review of strategic and financial
alternatives in July 2004, Citizens paid a $2 per common share
special dividend to shareholders in September 2004, which totaled
approximately $665 million, and instituted a quarterly dividend of
$0.25 per common share beginning in September 2004.  The annual
dividend requirement associated with the regular quarterly
dividend is approximately $335 million per year.  The dividends
were funded from cash on hand (cash totaled $740 million at
June 30, 2004).

Citizens' liquidity is good, as evidenced by $199 million in cash
and cash equivalents on September 30, 2004.  In addition, on
October 29, 2004, Citizens entered into a $250 million, five-year
revolving credit facility and cancelled its $805 million facility,
which did not mature until 2006.  There are no borrowings on the
$250 million facility.  The facility is not secured, although it
will become equally and ratably secured upon the issuance of debt
that is secured or guaranteed.  The major financial covenant
requires the company to maintain a net debt (netting cash in
excess of $50 million against debt) to EBITDA level of 4.5 times
(x) or less during the entire period.  The facility will be
available for general corporate purposes, but may not be used to
fund dividend payments.

Citizens' total gross debt/EBITDA on an annualized basis was
approximately 3.8x at the end of the third quarter of 2004.
Current leverage is moderately lower than Fitch's previous
expectations, which did not reflect the retirement of $408 million
in notes due in 2006 associated with its equity units. At the same
time, Fitch's previous expectations also incorporated higher cash
balances.  In Fitch's view, leverage is not expected to decline
significantly in the next several years, given the expected flat
performance of its wireline-only telecommunications business, and
the expected high dividend payout ratio.


CITIZENS COMMS: S&P Puts BB+ Rating on $400 Million Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Citizens Communications Company's proposed shelf drawdown of
$400 million senior notes due 2013.  The company intends to use
proceeds to repurchase a portion of the aggregate $928 million of
debt maturing in 2006.

At the same time, Standard & Poor's affirmed its existing ratings
on Citizens, including the 'BB+' corporate credit rating.  The
outlook is negative.

"The ratings reflect a shareholder-oriented financial policy with
an aggressive dividend payout, mature industry growth rates,
modest access line losses, and rising competition from cable TV
companies for data and voice services," said Standard & Poor's
credit analyst Eric Geil.

"These factors are largely mitigated by Citizens' position as a
near-monopoly telephone carrier with a relatively stable, high-
margin incumbent local exchange carrier (ILEC) business primarily
in less competitive rural areas, as well as its strong free cash
flow generating characteristics," Mr. Geil added.

The low-density, mostly rural nature of Citizens' ILEC operations
helps contribute to good cash flow stability and insulate the
company from competitors, including:

   -- competitive local exchange carriers,
   -- wireless providers, and
   -- cable TV operators

Universal Service Fund (USF) subsidies factor into strong EBITDA
margins.  Despite these operating advantages, industry growth
rates are mature and, like its smaller-market peers, Citizens has
been experiencing modest annual access line erosion of roughly 2%
over the past few years.  

Most line losses are a function of economic weakness and customers
replacing dial-up Internet service with high-speed access.  
Although some access line erosion is mitigated by customers
subscribing to Citizens' digital subscriber line (DSL) service, a
sizable percentage of broadband subscribers opts for cable modems.


CLAD-TEX: Wants to Hire Janssen Keenan as Bankruptcy Counsel
------------------------------------------------------------
Clad-Tex Metals, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for permission to employ Janssen,
Keenan & Ciardi, P.C., as its bankruptcy counsel.

Janssen Keenan will:

     a) give the Debtor legal advice with respect to its powers
        and duties as debtor-in-possession;

     b) prepare on behalf of the Debtor the necessary
        applications, answers, orders, reports and other legal
        papers;

     c) perform all other legal services for the Debtor in
        connection with the prosecution of its chapter 11 case;
        and

     d) perform all services in connection with confirmation of
        a plan of reorganization.

To the best of Clad-Tex Metals' knowledge, Janssen Keenan is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Pottstown, Pennsylvania, Clad-Tex Metals, Inc. --
http://www.cladtex.com/-- is a major distributor and fabricator  
in the aluminum and steel industry serving both national and
international customers.  Products include mill finish and painted
aluminum and steel in a wide array of stock and custom colors,
gauges, and substrates.  The Company filed for chapter 11
protection on October 15, 2004 (Bankr. E.D. Pa. Case No. 04-
33915).  When the debtors filed for protection from its creditors,
it listed an estimated assets and debts of over $1 million.


COAST ENERGY MANAGEMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Coast Energy Management, Inc.
        470 North 56th Street
        Chandler, Arizona 85225

Bankruptcy Case No.: 04-19447

Type of Business: The Debtor designs, manufactures, markets and
                  distributes energy saving products.

Chapter 11 Petition Date: November 5, 2004

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Allen D. Butler, Esq.
                  Law Office Of Allen D. Butler PC
                  2342 South Mcclintock Drive
                  Tempe, AZ 85282
                  Tel: 480-921-0626
                  Fax: 480-784-4996

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.


COMMUNITY HEALTH: Replaces $1.2B Term Loan with $1.625B Facility
----------------------------------------------------------------
Community Health Systems Inc. entered into a $1.625 billion
Amended and Restated Credit Agreement between:

   * CHS/Community Health Systems, Inc., as borrower,
   * Community Health Systems Inc. as parent,
   * JP Morgan Chase Bank, as Administrative Agent,
   * Wachovia Bank, National Association, as Syndication Agent,
   * Bank of America, N.A., as Documentation Agent, and
   * JP Morgan Securities Inc. and Banc of America Securities LLC,
     as Joint Lead Arrangers and Joint Bookrunners, and
   * the other lenders parties

                     $260 Million Borrowed

On September 21, 2004, notice was given to the Administrative
Agent pursuant to the Credit Agreement to borrow approximately
$260 million in Eurodollar Loans under the revolving credit
facility of the Credit Agreement.  Community Health Systems
intends to use the funds to pay a portion of the $290.52 million
purchase price for the 12 million shares of its common stock (at a
price of $24.21 per share) that it has agreed to purchase from
Citigroup Global Markets Inc. as underwriter in a public secondary
offering by Forstmann Little & Co.  The Credit Agreement permits
Community Health Systems to repurchase up to $300 million of its
common stock so following the purchase from Citigroup, the
Company's availability for purchases of common stock under the
Credit Agreement will be $9.48 million.

             $1.2 Billion Credit Facility Replaced

The facility replaced the Company's previous credit facility and
consists of a $1.2 billion term loan that matures in 2011 (as
opposed to 2010 under the previous facility) and a $425 million
revolving credit facility that matures in 2009.  The Company may
elect from time to time an interest rate per annum for the
borrowings under the term loan including the incremental term
loan, and revolving credit facility.

                    Terms of Credit Facility
                         Commitment Fee

Community Health Systems also pays a commitment fee for the daily
average unused commitments under the revolving credit facility.
The commitment fee is based on a pricing grid depending on the
Applicable Margin for Eurodollar revolving credit loans and ranges
from 0.250% to 0.500%.  The commitment fee is payable quarterly in
arrears and on the revolving credit termination date with respect
to the available revolving credit commitments.  In addition, the
Company will pay fees for each letter of credit issued under the
credit facility.  The purpose of the facility was to refinance the
Company's previous credit agreement, repay specified other  
indebtedness, and fund general corporate purposes, including to
declare and pay cash dividends or make other distributions,
subject to certain restrictions.

                     Additional Borrowings

As of September 21, 2004, the availability for additional
borrowings under the Company's revolving credit facility was
$425 million of which $21 million was set aside for outstanding
letters of credit.  The Company also has the ability to add up to
$200 million of receivables transactions (including securizations)
under its agreement, which it has not yet accessed.  As of
August 31, 2004, the Company's weighted average interest rate
under the Credit Agreement was 4.19%.

The Company may amend the agreement to provide for one or more
additional tranches of term loans in an aggregate principal amount
of up to $400 million.  The terms of any amendment are subject to
negotiation between Community Health Systems, the Lenders and the
Administrative Agent.

                           Covenants

The terms of the Credit Agreement include various restrictive
covenants.  These covenants include restrictions on additional
indebtedness, investments, asset sales, capital expenditures, sale
and leasebacks, contingent obligations, transactions with
affiliates, and fundamental changes.  The covenants also require
maintenance of various ratios regarding consolidated total
indebtedness, consolidated interest, and fixed charges.  The level
of these covenants are similar to or more favorable than the
credit facility Community Health Systems refinanced.

The Credit Agreement contains various events of default customary
for agreements of this type, including failure to pay principal
and interest when due, breach of covenants, bankruptcy or
insolvency, default in payment of principal of or interest on any
other indebtedness in excess of $25 million when due, the
occurrence of specified ERISA events, entry of enforceable
judgments not stayed against Borrower in excess of $25 million and
the occurrence of a change of control, as defined.  If an event of
default occurs, all of the Company's obligations under the Credit
Agreement could be accelerated by the required lenders.  In the
case of bankruptcy or insolvency, acceleration of its obligations
under the Credit Agreement is automatic.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Fitch Ratings affirmed Community Health Systems, Inc.'s 'BB' rated
senior secured bank facility and 'B+' rated convertible
subordinated notes following the announcement that the company has
agreed to repurchase $290 million of its common stock.  The Rating
Outlook is Stable.

As reported in the Troubled Company Reporter on Sept. 1, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' rating and
its recovery rating of '3' to CHS/Community Health Systems Inc.'s
proposed senior secured bank credit facility.  CHS is a wholly
owned subsidiary of the holding company parent, Community Health
Systems Inc., a Brentwood, Tennessee-based operator of non-urban
hospitals.

As reported in the Troubled Company Reporter on Aug. 30, 2004,
Moody's Investors Service assigned Ba3 ratings to Community Health
Systems, Inc.'s $150 million add-on term loan and to the company's
amended $425 million revolver.  A new rating is being assigned to
the revolver under Moody's policy since the maturity will be
extended for more than a year.  Moody's also affirmed all of the
company's other ratings, including the SGL-2 speculative grade
liquidity rating.  The outlook for the company is stable.


CONGOLEUM CORP: Files Modified Reorganization Plan in New Jersey
----------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) has filed a modified plan of
reorganization and related documents with the Bankruptcy Court.
The modifications reflect negotiations with representatives of the
Asbestos Creditors' Committee, the Future Claimants representative
and other asbestos claimant representatives. A hearing to consider
approval of the disclosure statement and plan voting procedures
has been scheduled for Dec. 9, 2004.

Roger S. Marcus, Chairman of the Board, commented, "As we have
worked towards resolving our asbestos situation, certain parties
raised concerns with our existing reorganization plan. We decided
to spearhead negotiations in response to those concerns and are
pleased to have reached consensus which will result in an even
more solid plan. With this new plan, we are all the more positive
about regaining momentum toward confirmation. As did our initial
plan, the modified plan leaves non-asbestos creditors and
shareholders unimpaired. We hope to distribute voting materials
for the new plan before the end of this year, and are confident
that the modified plan should enjoy widespread acceptance. After
allowing ample time for the plan voting and tabulation process, we
are optimistic that our plan can be confirmed in the second
quarter of 2005."

Interested parties should refer to the filed documents for a
complete description of the modified plan. Copies of the modified
plan and disclosure statement will be filed shortly by Congoleum
with the Securities and Exchange Commission as exhibits to a Form
8-K. They can also be obtained by visiting the investor relations
section of Congoleum's website at http://www.congoleum.com/later  
this week.

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoluem.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors. The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524). Domenic Pacitti, Esq., at Saul Ewing, LLP, represents
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed $187,126,000 in
total assets and $205,940,000 in total debts.


CORAM HEALTH: Shareholders Get Stay & Appeal Confirmation Order
---------------------------------------------------------------
The Official Committee of Equity Security Holders in Coram
Healthcare Corp. and Coram, Inc.'s chapter 11 cases sought and
obtained a stay of Judge Walrath's order confirming the Second
Amended Plan of Reorganization proposed by Arlin Adams, the
Chapter 11 Trustee overseeing Coram's restructuring.  

A full-text copy of Judge Walrath's 65-page Opinion confirming the
Trustee's Plan is available at no charge at:

     http://www.deb.uscourts.gov/Opinions/2004/Coram_10504.pdf

After considering the "divergent evidence" presented at the
Confirmation Hearing valuing the Debtors between $150 and $376
million, Judge Walrath concluded that the value of the Debtors is
less than $317 million.  The Trustee, of course, argued for a low
valuation and the Equity Committee argued for the higher
valuation.  The Equity Committee, led by Sam Zell, also wanted
Judge Walrath to confirm a competing plan of reorganization it had
proposed.  

The parties will now proceed to the U.S. District Court for the
District of Delaware for a review of Judge Walrath's confirmation
order.  

Coram Healthcare Corporation is a provider of infusion-therapy
services. The Company filed for chapter 11 protection on
August 8, 2000 (Bankr. D. Del. Case No. 00-03299). Christopher
James Lhuiler, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, represent the Debtors. Kenneth E. Aaron, Esq., at Weir
& Partners LLP, and Barry E. Bressler, Esq., at Schnader Harrison
Segal & Lewis LLP, represent the Chapter 11 Trustee in these
proceedings. Richard Levy, Esq., at Jenner & Block, LLC,
represents the Equity Committee led by Sam Zell. Michael Cook,
Esq., at Schulte, Roth & Zabel, represents Cerberus Capital, L.P.,
the target of RICO and other claims asserted by the Equity
Committee.


COUNTRYWIDE HOME: Fitch Affirms Low-B Ratings on 32 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings affirmed 96 classes from these Countrywide Home
Loans, Inc. residential mortgage-backed certificates:

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-3

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-4

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-7

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-10

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-11

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-14

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-18

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-24

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-26

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-28

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-29

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) Mortgage Pass-Through
     Certificates, Series 2003-34

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-39

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-44

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-50

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   * CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
     certificates, series 2003-57

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $5,443,719,724.32 of outstanding
certificates.

As of the October 25, 2004 distribution, performance of the above
transactions is generally consistent with original expectations.
The credit enhancement has been steadily rising among all the
transactions, and only two of the 16 deals have experienced any
collateral losses to date (2003-4 with a cumulative loss of
$287,994 and 2003-26 with a cumulative loss of $317).  The pools
are seasoned from a range of 11 to 22 months.  The pool factors
(current principal balance as a percentage of original) range from
approximately 48% to 87%.

The underlying collateral for all the transactions consists of
conventional, fully amortizing 15- to 30-year fixed-rate mortgage
loans secured by first liens on one- to four-family residential
properties.


CUMULUS MEDIA: S&P Puts 'B+' Rating on Proposed $150 Million Loans
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' rating to
Cumulus Media Inc.'s proposed $150 million increase to its bank
credit facility, consisting of a $75 million addition to its
existing revolving credit loan maturing March 2009 and a new $75
million term loan F maturing March 2010.  

Borrowings under the new loans will be used to fund the company's
$100 million share buyback program.  A recovery rating of '3' was
also assigned to the company's proposed and existing credit
facilities, indicating the likelihood of a meaningful recovery of
principal (50%-80%) in the event of bankruptcy or default.

At the same time, Standard & Poor's affirmed its 'B+' long-term
corporate credit rating on Cumulus.  The outlook is stable.  The
Atlanta, Georgia-based radio broadcaster had pro forma debt
outstanding of $555 million at Sept. 30, 2004.

"The rating on Cumulus reflects high financial risk from
aggressive debt-financed station acquisitions, a competitive and
cyclical advertising environment, and the potential for station
purchases that could limit financial profile improvement.  These
factors overshadow considerations including the company's decent
market positions from its radio station clusters in small- and
mid-size markets, the good margin and discretionary cash flow
potential inherent in broadcasting, and the resilience of station
asset values," said Standard & Poor's credit analyst Alyse
Michaelson.

The stable outlook reflects the expectation that Cumulus will
maintain its market positions, conversion of EBITDA to
discretionary cash flow, and key credit ratios notwithstanding
potential advertising volatility and expected share repurchases.

Balancing free cash flow reinvestment between shareholder-oriented
initiatives, such as share repurchases and acquisitions, and the
preservation of debt capacity is important to rating stability.
Unfavorable operating trends or additional debt-financed share
repurchases or acquisitions that erode the company's credit
profile or cushion of covenant compliance could destabilize the
rating.


D & P HOLDINGS LLC: List of 5 Largest Unsecured Creditors
---------------------------------------------------------
D & P Holdings, LLC, released a list of its 5 Largest Unsecured
Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Nathan Welch                                            $250,000
Co Prime West Developers LC
831 North 1420 East
Orem, Utah 84097

Richard Roberts, Esq.         Legal Fees                 $75,000
63 East Main Street #501
Mesa, Arizona 85201

A. Melvin McDonald, Esq.      Legal Fees                 $50,000
Jones Skelton
2901 North Central Avenue #800
Phoenix, Arizona 85012

Greg Mcgill, Esq.             Legal Fees                 $35,000

Donna Ellsworth Bolin                                    $31,000


Headquartered in Gilbert, Arizona, D & P Holdings, LLC filed for
chapter 11 protection on October 29, 2004 (Bankr. D Ariz. Case No.
04-19079).  Dennis J. Wortman, Esq., at Dennis J. Wortman, P.C.,
represents the debtor in their restructuring efforts.  When the
debtor filed for protection from its creditors, it estimated
assets of over $10 million and debts of over $1 million.


DIAMETRICS MEDICAL: Inks Potential New $3 Million Financing
-----------------------------------------------------------
Diametrics Medical, Inc. (OTCBB:DMED) has signed a non-binding
investment term sheet with funds managed by Redwood Grove Capital
Management, LLC. The investors propose to invest up to $3,000,000
in two tranches, subject to successful completion of due diligence
and negotiation of a definitive agreement. The investment would be
used primarily for new product development.

The $3,000,000 investment would be in the form of a Fixed Price
Convertible Note with a three year term, payable in cash or
registered shares over a 32-month period beginning 120 days after
closing. Interest on the note is expected to be at prime plus 4.0%
with a floor of 8%. The conversion price of the note would be
fixed at $0.02 per share, subject to adjustment depending upon the
market price of the company's common stock. Longview will receive
a first lien on all of the assets of Diametrics and its
subsidiaries, including a pledge of Diametrics shares of existing
and/or new subsidiaries. Upon closing of the transaction, Longview
would be issued warrants to purchase shares of Diametrics common
stock at an exercise price of $0.025 per share.

Diametrics would be required to file a registration statement with
the Securities and Exchange Commission to register the common
stock underlying the notes and warrants. In addition, the Company
expects to schedule a special shareholders meeting to request an
increase in its authorized capital stock to provide the necessary
capital stock to close this transaction, if a definitive agreement
is entered into, and that may be necessary for other possible
future financings.

          Restructures & Discontinues Certain Operations

Diametrics Medical previously announced that it has initiated a
restructuring of all its domestic and international operations. As
a result of this restructuring, Diametrics will cease to
manufacture and support its TrendCare product line of continuous
blood and tissue monitoring systems, effective immediately.

This restructuring will result in a reduction in work force of
approximately 35 out of 45 employees in the Company's United
Kingdom operation and all employees involved in sales and support
of the TrendCare product line in the United States and other
markets.

The Company indicated in its most recent filing on Form 10-Q that
it would have to raise additional funds during the third quarter
of 2004 in order to remain viable as it developed its continuous
monitoring business and explored additional applications for its
technology. Although management has aggressively pursued both
short and long term financing alternatives that it believed were
viable, the Company has been unable to secure additional funds and
its available funds have been substantially depleted. There can be
no assurances that any new funding will be available to the
Company. If new funding is not obtained, the Company may have no
alternative but to cease operations in the near future.


                          *     *     *

                       Going Concern Doubt

On June 9, 2004, KPMG LLP provided written notice to Diametrics
Medical Inc. that the Firm declines to stand for reappointment and
have resigned as auditors and principal accountants for the year
ended December 31, 2004. KPMG informed the Company that the
client-auditor relationship would cease upon completion of the
auditor's review of the Company's consolidated financial
statements as of, and for, the three and six-month periods ended
June 30, 2004.

KPMG's audit reports on the consolidated financial statements of
Diametrics Medical, Inc. as of, and for, the years ended December
31, 2003 and 2002, note that the Company has suffered from
recurring losses and negative cash flows, raising substantial
doubt about its ability to continue as a going concern.

Other than such qualification as to uncertainty as a going
concern, the audit reports of KPMG LLP did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or
modified as to audit scope or accounting principles.

The Company has conducted initial interviews with potential
successors to KPMG LLP and expects to appoint new principal
accountants during the third quarter.


DP8 LLC: Has Until Dec. 15 to Make Lease-Related Decisions
----------------------------------------------------------           
The Honorable George B. Nielsen of the U.S. Bankruptcy Court for
the District of Arizona extended until December 15, 2004, the
period within which DP8, L.L.C., can elect to assume, assume and
assign, or reject its unexpired nonresidential real property
leases.

DP8 L.L.C. tells the Court that is a party to two unexpired
nonresidential real property leases. The first lease is from
Ellsworth Road 160, L.L.C.

The second lease is a 60% cotenants lease interest in 110 acres of
parcels of properties with Superstition Springs R-14 Associates
located in Pinal County, Arizona. This property is part of a 750-
acre property where the Debtor has a 60% ownership interest and
the remaining 40% is divided between Vanderbilt Farms L.L.C., and
Bailey Farms, L.L.C.

The Court entered an order on Sept. 15, 2004, approving the sale
of the 750-acre property to Fulton Homes Corporation.

The Debtor explains that the extension will give it more time to
obtain its books, records and other documents from Vanderbilt
Farms and review these documents in relation to the sale agreement
with Fulton Homes. The Debtor adds that it will also have more
time to determine whether it is in the best interests of the
estate to assume or reject the two unexpired leases.

The Debtor assures Judge Nielsen that the extension will not
prejudice the lessors under the leases and they are current on all
postpetition obligations under the leases.

Headquartered in Mesa, Arizona, DP8 L.L.C., a real estate
developer, filed for chapter 11 protection on July 30, 2004
(Bankr. Ariz. Case No. 04-13428). Dale C. Schian, Esq., at Schian
Walker PLC represents the Debtor in its restructuring efforts.
When the Debtor filed for protection, it listed $13,626,000 in
total assets and $3,663,678 in total debts.


DP8 LLC: U.S. Trustee is Unable to Form Creditors Committee
-----------------------------------------------------------               
Larry Lee Watson, the United States Trustee for Region 13, reports
to the U.S. Bankruptcy Court for the District of Arizona that no
Official Committee of Unsecured Creditors was formed in DP8,
L.L.C.'s chapter 11 case.

Mr. Watson explains that based on the information supplied by the
Debtor, he has not attempted to form a Committee of Unsecured
Creditors in the Debtor's chapter 11 case because the number of
unsecured creditors with substantial claims is insufficient.

Headquartered in Mesa, Arizona, DP8 L.L.C., a real estate
developer, filed for chapter 11 protection on July 30, 2004
(Bankr. Ariz. Case No. 04-13428). Dale C. Schian, Esq., at Schian
Walker PLC represents the Debtor in its restructuring efforts.
When the Debtor filed for protection, it listed $13,626,000 in
total assets and $3,663,678 in total debts.


DPL INC: Fitch Revises Outlook on 'B-' Ratings to Positive
----------------------------------------------------------
Fitch Ratings has removed the Rating Watch Negative from the
ratings of DPL Inc. and The Dayton Power and Light Company and
assigned a Positive Rating Outlook.  Approximately $2.1 billion of
securities are affected.  

The Positive Rating Outlook reflects the benefits to DPL and DP&L
that are expected to result from becoming current with SEC
financial filings and lower concerns relating to the investment
portfolio.  The catalysts for future rating upgrades include:

   (1) a reduction of parent company leverage;

   (2) positive resolutions of regulatory investigations;

   (3) completion of improvements in internal controls; and

   (4) execution of the back-to-basics integrated utility
       strategy.

The belated filings of the SEC forms 10-K for 2003 and 10-Qs for
the first two quarters of 2004 eliminate a major credit concern
because the filings cure defaults under financial contracts and
are expected to restore the companies' access to public capital
markets.  Importantly, restatements made to prior year results
were not material to credit quality in Fitch's view and the
outside auditors, KPMG and PricewaterhouseCoopers, issued
unqualified opinions for 2003 and 2002 financial statements,
respectively.

DP&L is the main source of cash flow for the DPL group. Ratings at
the DP&L subsidiary are constrained by the relatively higher
leverage and business risk profile of the parent company.  DP&L's
strengths include a strong record of cash flow generation,
conservative financial profile, and low business risk.  The
company's ratio of funds from operations to interest expense was
approximately 7 times (x) for the 12 months ended June 30, 2004.  
Concerns at the utility include rising fuel, purchased power and
operating expenses, risks relating to environmental emissions from
the predominantly coal-fired generating fleet, and uncertainties
relating to the transition to competitive electricity markets in
Ohio.  From 2004-2008, DP&L anticipates using internally generated
cash flow to fund approximately $800 million of capital spending,
of which $400 million is necessary to meet changing environmental
standards.

DPL's financial portfolio is approximately $900 million and has
significantly higher business risk than the utility affiliate.  
The portfolio has recently benefited from improving market
conditions and was a net cash provider to DPL for the six months
ended June 30, 2004, as well as for the years 2003 and 2002.  Cash
was sourced from returns of capital and distributions of net
investment earnings in excess of the cash required to satisfy
investment calls under existing subscription agreements.  The
maximum potential amount of future investment calls was
approximately $227 million as of June 30, 2004, compared with
$319 million at December 31, 2003.  The amount of capital calls
will continue to wind down through 2008.  DPL does not intend to
make new investments in private equity funds.  Fitch notes that
the percentage of the portfolio consisting of more liquid cash and
public securities declined to 12.4% as of June 30, 2004 from 24.7%
as of December 31, 2003 due mainly to contributions of about
$250 million made by the portfolio to partially fund the
retirement of $500 million of senior notes in April of 2004 and
settle securities litigation in May 2004.

DPL had adequate liquidity as of June 30, 2004.  Sources of
liquidity include cash provided from operations, cash and
equivalents of $137 million, and readily monetizable public
securities of $78 million.  There are only small amounts of debt
scheduled to mature through the end of 2006 ($5 million in the
second half of 2004 and approximately $13 million and $16 million
in 2005 and 2006, respectively).  DPL is the issuer of about
$1.6 billion (over 70%) of the consolidated group debt and had FFO
to interest coverage of approximately 2.3x for the 12 months ended
June 30, 2004.

Fitch notes that DPL is currently subject to an inquiry from the
SEC on retaining its exempt status pursuant to the Public Utility
Holding Company Act of 1934.  However, even if there was an
adverse decision it would, in Fitch's opinion have no material
adverse credit implications.  In addition, the Public Utility
Commission of Ohio has directed DP&L to provide a plan of utility
financial integrity within 120 days of the date of the 2003 form
10-K filing.

DPL is an exempt public utility holding company. DPL's main
operating subsidiary is DP&L, an electric utility that serves
approximately 506,000 retail and wholesale customers in western-
central Ohio.  To date, there have been no significant inroads
made by competitive retail electric service providers in the
utility's service territory.  DP&L has peak generating capacity of
4,400mw, of which 64% is coal-fired and 36% natural gas-fired.
DPL's other significant subsidiaries include MVE, which manages
DPL's investment portfolio, MVIC, which provides insurance
services to DPL, and DPL Energy, LLC, which owns nonregulated
peaking generating facilities and markets wholesale electricity.
The investment portfolio comprised approximately $38 million of
cash, $821 million of private securities invested in 46 private
equity funds, and $78 million of public securities as of
June 30, 2004.

Ratings revised to Positive Rating Outlook:

   * DPL Inc.

     -- Senior unsecured debt 'BB';
     -- Trust preferred stock 'B+';
     -- Short-term 'B'.

   * Dayton Power & Light

     -- First mortgage bonds 'BBB';
     -- Collateralized PCRBs 'BBB';
     -- Preferred stock 'BB+';
     -- Short-term 'B'.


DVI, INC.: Judge Walrath Sets Confirmation Hearing on Nov. 17
-------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware will commence a confirmation hearing on
November 17, 2004, at 2:00 p.m., to consider the chapter 11 plan
filed by DVI, Inc. and its debtor-affiliates.

The confirmation hearing may be continued from time to time by
announcing the continuance in open court, and the plan may be
modified, if necessary, pursuant to 11 U.S.C. 1127 prior to,
during, or as a result of the Confirmation Hearing, without
further notice.

                  Confirmation Objection Deadline

Written objections, if any, to confirmation of the Plan must be
filed with the Court on or before November 10, 2004, and copies
must be served on:

   (1) Latham & Watkins
       Sears Tower, Suite 5800
       233 South Wacker Drive
       Chicago, Illinois 60606
       Attn: Josef S. Athanas, Esq.
       Caroline A. Reckler, Esq.

   (2) Adelman Lavine Gold & Levin, P.C.
       919 North Market Street, Suite 710
       Wilmington, Delaware 19801
       Attn: Raymond Lemisch, Esq.

   (3) Office of the Clerk of the Court
       United States Bankruptcy Court
       824 Market Street
       Wilmington, Delaware 19801

   (4) Anderson Kill & Olick, P.C.
       1251 Avenue of the Americas
       New York, NY 10020
       Attn: Michael Venditto, Esq.

   (5) Office of the United States Trustee
       844 King Street, Suite 2207
       Lockbox 35
       Wilmington, Delaware 19801
       Attn: Richard Schepecarter, Esq.

   (6) Cleary Gottlieb Steen & Hamilton
       One Liberty Plaza
       New York, NY 10006
       Attn: Deborah M. Buell, Esq.

                 -- and --

   (7) Schulte Roth & Zabel LLP
       919 Third Avenue
       New York, NY 10022
       Attn: Lawrence V. Gelber, Esq.

DVI has sold most of its assets.  As previously reported in the
Troubled Company Reporter, the plan proposes to monetize all of
DVI's remaining property and distribute the estate's cash assets
to creditors in order of their statutory priority. The plan
proposes to pay general unsecured creditors just under 3 cents-on-
the-dollar and delivers just over 32 cents-on-the-dollar to the
healthcare finance company's noteholders.

DVI, Inc., the parent company of DVI Financial Services, Inc.,
DVI Business Credit Corp., and DVI Financial Services, Inc.,
provides lease or loan financing to healthcare providers for the
acquisition or lease of sophisticated medical equipment.  The
Company, along with its affiliates, filed for chapter 11
protection (Bankr. Del. Lead Case No.: 03-12656) on August 25,
2003 before the Honorable Mary F. Walrath.  Bradford J. Sandler,
Esq., of Adelman Lavine Gold and Levin, PC, represents the debtors
in their restructuring efforts.


ECLIPSE PACKAGING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Eclipse Packaging & Packing
        2090 South Hellman Avenue
        Ontario, California 91761-8018

Bankruptcy Case No.: 04-22084

Type of Business: The Debtor provides packaging, shipping &
                  labeling services.

Chapter 11 Petition Date: November 1, 2004

Court: Central District of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Riordan J. Zavala, Esq.
                  700 Moonbeam Street
                  Placentia, CA 92670
                  Tel: 714-996-5168

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


ENGAGE, INC.: Creditors' Trust Sues NaviSite for $10 Million
------------------------------------------------------------
Don Hoy, Craig R. Jalbert and David St. Pierre, as trustees of and
on behalf of the Engage, Inc., creditor trust, filed suit against
NaviSite, Inc., in the United States Bankruptcy Court in the
District of Massachusetts, on September 9, 2004.  The suit
generally relates to a termination agreement, dated March 7, 2002,
NaviSite entered into with Engage, Inc. (a company then affiliated
with CMGI, Inc.), which terminated a services agreement and
required Engage to pay NaviSite $3.6 million.  Engage made three
payments to NaviSite under the termination agreement totaling
$3.4 million.  

The suit generally alleges that Engage was insolvent at the time
the parties entered into the termination agreement and at the time
Engage made the payments.  Specifically, the suit alleges that:

     (A) the plaintiffs are entitled to avoid and recover
         $1.0 million paid by Engage to NaviSite in the
         year prior to June 19, 2003 as a preferential
         transfer;

     (B) the plaintiffs are entitled to avoid and recover
         $3.4 million (which amount includes the $1.0
         million payment made prior to June 13, 2003) paid
         by Engage to NaviSite as a fraudulent transfer; and

     (C) NaviSite's acts and omissions relating to the
         termination agreement and the payments made by
         Engage to NaviSite constitute unfair and deceptive
         acts or practices in willful and knowing violation
         of Mass. Gen. Laws ch. 93A.

In addition, the plaintiffs are also seeking treble damages,
attorneys' fees and costs under Mass. Gen. Laws ch. 93A.  

"As this matter is in the initial stage, we are not able to
predict the possible outcome of this matter and the effect, if
any, on our business, financial condition, results of operations
or cash flows, except that we believe we have certain meritorious
defenses to the claims asserted in the complaint which we intend
to assert vigorously," NaviSite says.

Engage, Inc. (OCTCBB: ENGA) and five of its U.S. subsidiaries
filed for chapter 11 protection on June 19, 2003 (Bankr. D. Mass.
Case No. 03-43655).  On July, 23, 2003, Engage conducted an
auction with respect to substantially all of its domestic assets
pursuant to procedures approved by the U.S. Bankruptcy Court.  At
the conclusion of the auction process, the Court approved the sale
of substantially all of Engage's assets to JDA Software Group,
Inc. (Nasdaq: JDAS).  JDA paid $3.0 million in cash and assumed
approximately $850,000 of Engage's liabilities.  The JDA Sale
Proceeds funded a Second Amended liquidating chapter 11 plan
confirmed by the Honorable Joel B. Rosenthal in May 2004.  Kevin
J. Walsh, Esq., at Mintz Kevin Cohn Ferris Glovsky & Popeo, PC,
represented Engage.   


ENRON CORP: Judge Gonzalez Okays EMS Settlement & Mutual Release
----------------------------------------------------------------
Enron North America Corp. has been in disputes with EMS Pipeline
Services, LLC, involving that certain Partnership Purchase
Agreement dated December 17, 2003.

EMS Pipeline is a Delaware limited liability company with
business operations in Houston, Texas.  ENA and EMS are parties
in the Partnership Purchase Agreement where EMS agreed to
purchase certain interests in Hanover Measurement Services
Company, LP.

On December 19, 2003, ENA asked the Court to approve the Hanover
Partnership Interest Sale and the related bidding procedures.
The Hanover Bidding Procedures was approved in January 2004 while
the Hanover Sale was approved in February 2004.  The Hanover Sale
closed on February 23, 2004.

Herbert K. Ryder, Esq., at LeBoeuf, Lamb, Greene & MacRae, LLP,
in New York, tells the Court that the Hanover Purchase Agreement
contemplated the calculation of the Closing Balance Sheet and the
Proportional Net Working Capital as of the Effective Date.  ENA
and EMS disagreed about the calculation and the recipient of the
corresponding $200,000 amount held in escrow pending agreement
regarding the calculation.  Disputes also arose between ENA and
EMS regarding certain disclosures and matters relating to the
transaction reflected in the Purchase Agreement.

To settle their disputes, ENA and EMS entered into a Settlement
Agreement and Mutual Release.  In consideration of their mutual
release, the Parties agree that ENA will receive $75,000 and EMS
will receive $125,000 of the $200,000 held in escrow.

Pursuant to Section 363 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedure, ENA asks Judge
Gonzalez to approve the Settlement Agreement and the Mutual
Release.

The proposed Settlement Agreement represents a cost-effective and
efficient resolution of the disputes between the Parties, Mr.
Ryder asserts.  If approved, the Settlement Agreement will
provide ENA a portion of the $200,000 held in escrow, a mutual
release from EMS regarding matters related to the Purchase
Agreement and the Disputes, and closure on the Hanover Interests
Sale.

The Settlement Agreement, Mr. Ryder adds, will enable ENA to
eliminate and avoid potential litigation with EMS, which
litigation would be costly and, even if successful, yield little
recovery to ENA.

ENA believes that the Settlement Agreement is appropriate and
must be approved.

                           *     *     *

Judge Gonzalez approves the Settlement Agreement in its entirety.

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


FOAMEX INT'L: Sept. 26 Balance Sheet Upside-Down by $338.4 Million
------------------------------------------------------------------
Foamex International Inc. (NASDAQ:FMXI), the leading manufacturer
of flexible polyurethane and advanced polymer foam products in
North America, reported results for the third quarter and year-to-
date period ended September 26, 2004.

                   Third Quarter 2004 Results

Sales

Net sales for the third quarter of 2004 were $310.0 million, down
4% from $323.5 million in the third quarter of 2003 primarily due
to lower volume in the Automotive Products segment, which offset
higher net sales in other segments. Gross profit in the third
quarter of 2004 was $33.2 million, down 11% from $37.3 million in
the third quarter of 2003. Gross profit margin for the third
quarter of 2004 was 10.7%, down from 11.5% in the third quarter of
2003 primarily reflecting a non-cash charge for idle manufacturing
assets, and higher raw material and other costs.

Earnings

Income from operations was $14.9 million for the third quarter of
2004, down 16% from $17.6 million in the third quarter of 2003.
Selling, general and administrative expenses for the third quarter
of 2004 were $18.2 million versus $19.4 million in the third
quarter of 2003. The decrease in SG&A expenses primarily reflects
lower costs related to the closing of the New York office.
Interest and debt issuance expense for the third quarter of 2004
was $18.7 million, compared to $31.6 million in the third quarter
2003. The third quarter of 2003 included a $12.9 million write off
of debt issuance costs associated with the refinancing of Foamex's
bank credit facilities.

Net loss for the third quarter of 2004 was $114.5 million, or
$4.68 per diluted share, compared with a net loss of $11.0
million, or $0.45 per diluted share, in the third quarter of 2003.
The net loss reflects a $112.0 million charge resulting from the
Company's decision to establish a valuation allowance against its
deferred tax assets. The Company has determined that this one-time
non-cash charge is appropriate given the impact that higher
chemical costs will have on its near-term operating results, and
the general uncertainty in oil and gas markets that affects the
price of our raw materials.

Commenting on the results, Tom Chorman, Foamex's President and
Chief Executive Officer, said: "We continue to face difficult
marketplace challenges associated with the rising costs of
chemicals, which had a negative impact on gross margins in the
quarter. We are addressing this situation by aggressively pursuing
price increases to recover our cost increases and controlling the
balance of our cost structure. Despite these short-term
challenges, we continue to make progress on our long-term
strategies, including differentiating ourselves in the marketplace
with higher value added and consumer focused products like our all
foam mattress."

Financing Agreements

The Company also announced that Foamex L.P. entered into financing
arrangements with its existing lenders under its senior secured
credit facilities to provide financing for the repayment of Foamex
L.P.'s 13 1/2% Senior Subordinated Notes due in August 2005. Under
the terms of the new agreements, the lenders will provide up to
$54.0 million of new financing, including up to $15.0 million as a
new term loan under its $240.0 Million Senior Secured Credit
Facility due April 30, 2007 and up to $39.0 million of additional
loans under its Secured Term Loan facility due April 1, 2009.

Foamex L.P. plans to use all or a portion of the financing
available under the new agreements, along with other sources of
cash, to repay the $51.6 million currently outstanding on the 13
1/2% Senior Subordinated Notes.

                      Year to Date Results

Sales & Gross Profit

Net sales for the first three quarters of 2004 were $937.8
million, down 5% from $989.3 million in the first three quarters
of 2003 as lower volumes in the Automotive segment were only
partially offset by higher revenues in the Foam Products and
Technical Products segments. Gross profit was $113.1 million, up
6% from $106.6 million in 2003, and gross profit as a percentage
of sales increased to 12.1% in 2004 from 10.8% in 2003 due to a
better mix of value-added products and lower operating costs,
partially offset by lower volumes in the Automotive Products
segment.

Earnings

Income from operations was $44.8 million for the first three
quarters of 2004, down 7% from $48.2 million in the 2003 period.
Higher gross profit was offset by an increase in SG&A expenses,
primarily due to higher bad debt charges, litigation-related costs
and professional fees partially offset by lower corporate expenses
and employee costs related to the closing of the New York office.
Selling, general and administrative expenses for the first three
quarters of 2004 were $66.0 million versus $59.6 million in the
first three quarters of 2003. Results for the 2004 period included
restructuring charges of $2.3 million associated with the closing
of the New York office and a realignment of the Automotive
business, compared to restructuring credits of $1.2 million in
2003.

Interest and debt issuance expense for the first three quarters of
2004 was $55.9 million, a 20% decrease from 2003, as the 2003
period included a write-off of $12.9 million in debt issuance
costs.

Net loss for the first three quarters of 2004 was $119.2 million,
or $4.88 per diluted share, compared to a net loss of $18.0
million, or $0.74 per diluted share, in 2003.

                  Business Segment Performance

Foam Products

Foam Products net sales for the third quarter of 2004 were $140.0
million, up 2% from $137.4 million in the third quarter of 2003,
primarily due to higher volumes of value-added products. Income
from operations for the third quarter of 2004 was $14.0 million,
down 5% from $14.7 million in the third quarter of 2003. This is
primarily the result of higher raw material costs.

For the three quarters ended September 26, 2004, Foam Products net
sales were $400.5 million, up 6% from $378.4 million in 2003, due
to higher volumes of value-added products. Income from operations
increased 31% to $42.6 million from $32.5 million, primarily as a
result of improved volume mix.

Automotive Products

Automotive Products net sales for the third quarter of 2004 were
$77.1 million, down 23% from $100.6 million in the third quarter
of 2003. The decrease is primarily due to lower volumes from
sourcing actions by major customers. Income from operations for
the third quarter of 2004 was $3.2 million, down 58% from $7.6
million in the third quarter of 2003, primarily due to the effect
of lower volume and unfavorable sales mix.

For the first three quarters of 2004, Automotive Products net
sales decreased 22% to $267.8 million from $345.3 million in the
2003 first three quarters, due to lower volumes from sourcing
actions by major customers. Income from operations decreased 39%
to $16.2 million compared to $26.4 million in the 2003 period,
primarily due to lower sales volume.

Carpet Cushion Products

Carpet Cushion Products net sales for the third quarter of 2004
were $54.8 million, up 1% from $54.1 million in the third quarter
of 2003. Income from operations in the third quarter of 2004 was
$3.0 million, up 69% from $1.8 million in the third quarter of
2003, primarily due to lower operating costs.

For the first three quarters of 2004, Carpet Cushion Products net
sales decreased 2% to $154.5 million from $157.4 million in the
first three quarters 2003, primarily due to volume declines and
lower average selling prices. Income from operations was $7.7
million in the first three quarters of 2004 compared to $2.8
million during the same period in 2003, primarily due to lower
material and operating costs and partly offset by lower average
selling prices.

Technical Products

Technical Products net sales for the third quarter of 2004 were
$31.0 million, up 20% from $25.8 million in the third quarter of
2003 due to increased unit volume. Income from operations for the
third quarter of 2004 was $8.0 million, up 30% from $6.2 million
in the third quarter of 2003, primarily due to improved sales mix
and pricing.

For the first three quarters of 2004, Technical Products net sales
increased 5% to $93.3 million from $88.8 million in 2003,
primarily due to higher volumes and improved sales mix. Income
from operations increased 2% to $25.3 million for the first three
quarters of 2004 compared to $24.9 million in the same period in
2003 due to sales mix improvement.

                        About the Company

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries. For more information visit the Foamex web site at
http://www.foamex.com

At Sept. 26, 2004, Foamex International's balance sheet showed a
$338.4 million stockholders' deficit, compared to a $203.1 million
deficit at Dec. 28, 2003.


FRANK'S NURSERY: Wants Okay to Sell 61 Surplus Real Estate Parcels
------------------------------------------------------------------
Frank's Nursery & Crafts, Inc., reminds the U.S. Bankruptcy Court
for the Southern District of New York that it owns 61 parcels of
real estate that need to be sold.  Accordingly, the Debtor asks
the Bankruptcy Court for permission to enter into agreements to
sell them one-by-one, in one package, or in multiple packages to
stalking horse bidders, hold an auction, pay a 3% break-up fee if
any stalking horse bidder's bid is topped by a competing bidder,
and return to court at a later date to ratify the sale
transaction.  

The proceeds from these real estate sales will be used, to the
extent necessary, to pay off a $27.5 million DIP loan from Kimco
Securities Corp. and a $62 million prepetition loan owed to Kimco
Capital Corporation.  The Debtors additionally tell the Court that
Kimco may want to credit bid on all or some of the properties.   

The Bankruptcy Court will convene a hearing Nov. 18 to review
these bidding procedures.  Objections, if any, must be filed and
served by Nov. 15.

Keen Realty, LLC, is working closely with the Debtor to generate
interest in these properties and close transactions on these 61
owned parcels and 108 leased properties.  

Headquartered in Troy, Michigan, Frank's Nursery & Crafts, Inc.
-- http://www.franks.com/-- specializes in nursery products, lawn  
and garden hardlines, floral decor, custom bows & floral
arrangements, and Christmas merchandise, and is running GOB sales
at all of its locations at this time.  

Frank's Nursery and its parent company, FNC Holdings, Inc., each
filed a voluntary chapter 11 petition in the U.S. Bankruptcy Court
for the District of Maryland on February 19, 2001.  The companies
emerged under a confirmed chapter 11 plan in May 2002. Frank's
Nursery filed another chapter 11 petition on September 8, 2004
(Bankr. S.D.N.Y. Case No. 04-15826). In the company's second
bankruptcy filing, it listed $123,829,000 in total assets and
$140,460,000 in total debts.


GENCORP INCORPORATED: Moody's Junks Three Subordinated Note Issues
------------------------------------------------------------------
Moody's Investors Service downgraded the senior implied rating of
Gencorp, Inc., Inc. to B2 from Ba3, and also downgraded all other
ratings of the company.  The rating actions consider that despite
potential debt reduction with proceeds from the sale of its GDX
auto division (as well as potential proceeds from the recently
announced intention to divest its AFC business unit), earnings and
cash flows from the company's remaining Aerojet division will
provide only moderate debt service metrics relative to its
remaining debt burden.  Consequently, the company will be
meaningfully reliant on sales from its significant real estate
portfolio, which could be subject to cyclical patterns.  This
completes a review for possible downgrade that was initiated on
July 16, 2004.

The affected ratings include:

   * Senior implied rating lowered to B2 from Ba3

   * Unsecured issuer rating lowered to B3 from B2

   * $279 million senior secured credit facilities, lowered to B1
      from Ba2

   * $150 million 9.5% senior subordinated notes, due 2013,
     lowered to Caa1 from B2

   * $150 million 5.75% convertible subordinated notes, due 2007,
     lowered to Caa2 from B3

   * $125 million 4% convertible subordinated notes, due 2024,
     lowered to Caa2 from B3

The ratings outlook is stable.

GenCorp's ratings had been placed on review for possible downgrade
following the announcement in July 2004 of a $261 million one-time
charge to reduce the carrying value of the operations of its GDX
automotive business, which had been slated for sale.  On
August 31, 2004, the company completed the sale of GDX to Cerberus
Capital Management L.P. for $147 million in cash, with
$140 million received for the transaction by that date.  However,
Moody's believes that proceeds from this transaction, along with
any proceeds form the more-recently announced plan to sell the AFC
business, will only provide a moderate reduction from the
company's $568 million of balance sheet debt as of Aug. 31, 2004.
Going forward, debt service will be principally derived from the
company's remaining Aerojet division, which showed weak financial
results for the first nine months of FY 2004, as well as from
proceeds from expected real estate sales.

Although Moody's notes the positive affect that the sale of GDX
has on the company's long-term strategic profile, shedding a
perennially poor performing unit and allowing GenCorp management
to focus on its core space and defense propulsion business, the
rating agency notes weak performance reported from continuing
operations in 2004.  For the nine months ending August 2004,
GenCorp's income from continuing operations, essentially
reflecting Aerojet and real estate division operations, was a
$72 million loss (after taking into account non-cash pension and
post-retirement benefit plan expenses), compared to approximately
break-even for the same period in 2003.  In addition, the company
reported substantial negative operating cash flows from continued
operations for the same period.  If the full proceeds of the GDX
sale were applied to debt reduction, Moody's estimates that
ensuing debt would represent almost 7x estimated LTM EBITDA, pro
forma for the continuing operations only.  This is high for the
B2 rating category, but Moody's expects continued improvement in
operating cash flows and contributions from transactional cash
flow to positively impact the company's financial metrics in the
near-term.

Moody's expects improvements in GenCorp's core business operations
in FY 2005 as the company takes advantage of its substantial
market position in its core rocket propulsion business.  GenCorp
is one of three leading suppliers of propulsion technology in both
the solid and liquid propulsion markets.  This position has been
strengthened over the past year by way of the acquisitions of ARC
Propulsion and certain assets of Pratt & Whitney Space Propulsion.
As of August 2004, the Company's aerospace/defense backlog was
$867 million, of which $503 million was funded, which is an
increase from levels of $830 million and $425 million,
respectively, as of November 2003.  Moody's believes that this
should result in positive operating cash flows and improved
profitability in FY 2005.

Nevertheless, the ratings still consider the company's reliance on
cash flow from its real estate division in the near future.  
Moody's notes the substantial realizable value of the company's
extensive land holdings east of Sacramento, California, and
potential income that the company plans to generate from these
sites.  The company has about 5,800 acres of property available
for developments and/or sale.  Moody's notes the strong real
estate market environment that exists in the Sacramento region.  
This supports both the land's value as collateral to the company's
secured debt facilities as well as the likelihood that these
properties, once entitled for residential and commercial usage,
can generate significant sales proceeds.  However, market factors
will continue to influence the pace at which the company can
monetize these properties.

The stable rating outlook reflects Moody's expectation of modest
debt repayment as implied by the GDX and AFC sales proceeds.  The
stable outlook also reflects Moody's expectation that the company
will be able to return to positive free cash flow generation in
2005, as the company increases its deliveries on planned key
rocket and missile platforms, in particular the Atlas V program,
on which GenCorp experienced unusual operating difficulties in
2004.  Ratings or their outlook may be subject to downward
revision if free cash flow were to remain negative over the near
term, or if real estate sales were to fail to contribute at least
$10 million to overall profits on a consistent basis.  Conversely,
ratings or the outlook could be revised upward if the company were
to illustrate substantial improvement in operating performance and
debt reduction to levels of less than 5x debt/EBITDA.

GenCorp Inc., located in Rancho Cordova, California, is a leading
technology-based manufacturer of aerospace and defense products
and systems.  GenCorp operates a Real Estate segment that includes
activities related to the development, sale and leasing of highly
valuable owned real estate assets.


GENEVA STEEL: Files Liquidating Plan of Reorganization in Utah
--------------------------------------------------------------
Geneva Steel LLC filed its Liquidating Plan of Reorganization with
the U.S. Bankruptcy Court for the District of Utah, Central
Division, in October.  

The Plan provides for the orderly liquidation of all of the
Debtor's remaining assets and for the distribution of the net
proceeds to the estate's creditors.  The Debtor has sold in
February its major steel-making equipment to Qingdao Iron & Steel
Group Co., Ltd., for $40 million.  Sale Proceeds from other
facilities and equipment amounted to approximately $46 million.

The Debtor's remaining assets include:

     * a 1,750 acres of real property in Utah,

     * 66 water rights from various sources such as wells,
       springs, drains and the Provo River, and

     * emission reduction credits

which are expected to generate not less than $166 million.

Under the terms of the Plan:

     * administrative claims of about $4.8 million,

     * priority tax claims amounting to 50$,00,

     * secured bank claims with estimated allowed claims of
       $128.3 million,

     * other secured claims amounting to $228,000, and

     * other priority claims of about $2 million

will recover 100% of their claims on or shortly after the
Effective Date.

General unsecured creditors electing to receive membership
interests will receive their pro rata share of 80% of the
membership interests in a new liquidating entity.  That 80% equity
stake results in an estimated recovery from 44% to 57%.  Those
unsecured creditors choosing to receive cash are expected to
recover about 20% of their claims on the Effective Date or on the
date the claim becomes allowed.

Convenience claim holders receive a 20% payment, in cash.

Claims held by affiliates take nothing under the Plan.  All equity
interests are wiped-out.  

On the Effective Date, Geneva Steel will be dissolved and
Liquidating LLC will be established to administer the liquidation
of the Debtor's assets on or shortly after the Effective Date.

Headquartered in Provo, Utah, Geneva Steel LLC, owns and operates
an integrated steeel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).  
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP represent the Debtor in its
restructuring efforts.  When the company filed for protection from
its creditors, it listed $262 million in total assets and $192
million in total debts.


GERDAU AMERISTEEL: Moody's Ups Ratings to Ba3 After Equity Funding
------------------------------------------------------------------
Moody's Investors Service upgraded its ratings for Gerdau
Ameristeel Corporation.  The upgrade raised Gerdau's senior
implied rating and its senior note rating to Ba3.  The upgrades
were prompted by:

   (1) Gerdau's recent common share offering, which raised
       US$329 million in gross proceeds,

   (2) its application of the equity proceeds to two strategic
       acquisitions -- North Star Steel and Gate City Steel and RJ
       Rebar, and

   (3) its much stronger financial performance in response to
       greatly improved steel market conditions.

The rating outlook is stable.

This completes Moody's review of Gerdau, which began on
October 7, 2004.

These ratings were upgraded:

   * US$405 million of 10.375% guaranteed senior unsecured notes
     due 2011 -- to Ba3 from B2,

   * senior implied rating -- to Ba3 from B1, and

   * senior unsecured issuer rating -- to B1 from B3.

The cumulative effect of Gerdau's acquisitions and equity offering
is to boost sales and EBITDA, increase market share in long steel
products and downstream wire and rebar fabrication, and expand
into new geographic markets without incurring additional debt.  
Moody's estimates the acquisitions will add approximately
US$1 billion in sales and US$120 million in EBITDA assuming Gerdau
had owned the assets for all of 2004.  While estimating Gerdau's
consolidated pro forma 2004 results is a challenge in today's
frenzied steel market, Moody's believes that the company's pro
forma 2004 EBITDA will be above US$600 million and that debt to
pro forma EBITDA will be under 1x at year-end.  Gerdau's financial
performance has markedly and steadily improved over the last year.
For the twelve months' ended September 30, 2004, Gerdau had
US$425 million of EBITDA (US GAAP basis) and 1.3 debt to EBITDA.

Gerdau stable rating outlook reflects:

   (1) its size, product diversification and large market share;

   (2) the cost competitiveness of the majority of its minimills;

   (3) the relatively stable long-term spread between scrap and
       finished goods prices; and

   (4) a slowly improving construction market.

The ratings could be raised if Gerdau's metal margins remain at or
above historical averages for an extended period, the recent
acquisitions are successfully integrated, mill conversion and
downstream fabrication costs are controlled throughout the system,
and debt is lowered.  Gerdau's ratings could be lowered if its
margins fall below our expectations while maintaining its current
debt level, it experiences merger integration problems,
construction activity slows, or it makes large debt-funded
acquisitions or large dividend payments.

Through a series of acquisitions, Gerdau has established itself as
one of the three largest manufacturers of long products in North
America.  It also has a 50% interest in Gallatin Steel, a
minimill-based producer of flat-rolled sheet.  Like all steel
companies, Gerdau is currently benefiting from strong steel demand
and unprecedented high prices, but also facing higher costs.  
Scrap costs, which account for approximately 50-60% of the cost of
making steel using electric arc furnaces, have risen from about
$100 per ton in July 2003 to about $225 per ton in October 2004.  
Energy costs are also increasing mill conversion costs.  
Integrated steel companies have also experienced rising raw
material costs and, as a result, with solid steel demand in North
America and very strong demand in China, steel makers have been
able to raise selling prices well in excess of higher input costs.
For example, Gerdau's operating income per ton (excluding its
joint venture interests) was US$29 in 1Q04, US$107 in 2Q04, and
US$95 in 3Q04.  While these are noteworthy results, they are lower
than the recent results of some of its minimill competitors, a
factor behind Moody's stable rating outlook.  Moody's notes that
the profitability of Gerdau's rebar fabrication business has been
impacted by the rapid rise in rebar prices.  Rebar fabricators are
unable to raise prices on their construction projects, which are
often bid 3 to 4 months in advance of buying the rebar.

Gerdau's recent common share offering raised US$329 million in
gross proceeds.  Its parent, Gerdau S.A., a Brazilian company,
purchased 35 million common shares and another 35 million shares
were distributed to public shareholders.  Earlier this year, in
April 2004, Gerdau issued 26.8 million common shares to Gerdau
S.A. for gross proceeds of US$98 million. Those proceeds were used
to reduce debt and for general corporate purposes.

The acquisitions include:

   (1) the purchase, on November 1, of certain fixed assets and
       working capital of North Star Steel from Cargill for
       US$266 million, plus an estimated $30 million working
       capital adjustment, plus the assumption of all the
       liabilities of the businesses being acquired, and

   (2) the purchase of substantially all the assets of Gate City
       Steel, Inc. and RJ Rebar, Inc. for an undisclosed price.

The North Star Steel assets include four bar mills, three wire rod
processing facilities, and a grinding ball facility, all located
along or near the Mississippi River.  For the year ended
May 31, 2004, these businesses had sales of US$697 million and
EBITDA of US$63 million.  These results should be much higher in
the second half of 2004 and into 2005. North Star's four mills
have an annual capacity of around 2 million tons, which will add
to Gerdau's existing 6.4 million tons -- almost all long products
-- from 11 minimills in the eastern US and Canada.

The Gate City and RJ Rebar assets include seven plain and epoxy-
coated rebar fabrication facilities located in the Midwest and
South.  The facilities have a total capacity of 160,000 tons,
including 30,000 tons of epoxy-coated rebar.  Gerdau already has
23 rebar fabrication facilities.  The acquired facilities will
expand Gerdau's presence in the Midwest and complement the North
Star Steel mills.  This transaction is expected to close in early
December 2004.

Gerdau Ameristeel Corporation, headquartered in Tampa, Florida,
produces rebar, merchant bar, structural shapes, and flat-rolled
sheet at 11 North American minimills, and conducts downstream
steel fabricating operations at 32 facilities.


GFSI INC: Moody's Junks $125 Million Senior Subordinated Notes
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of GFSI, Inc.  
The ratings outlook is negative.

These ratings were affected:

   * $125 million 9-3/8% senior subordinated notes due 2007,
     downgraded to Caa1 from B3;

   * Senior Implied, downgraded to B2 from B1;

   * Issuer Rating, downgraded to Caa2 from Caa1.

The downgrades reflect the heightened credit risk of the company
as it faces the continued and growing presence of strong,
well-positioned, and diversified competitors with lower cost
structures, and by a weakened financial condition.

For the fiscal year 2004, GFSI's revenues decreased by 8% to
$193 million, due primarily to declining sales for the Gear for
Sports (R) brand, which represent almost 60% of sales, by slowing
inventory and receivables turnover, and declining cash flow.
Further weakness in the company's balance sheet was caused by the
large special dividend paid to the company's parent, GFSI
Holdings, Inc.  As a result, GFSI's stockholders deficit increased
to $89.9 million at FYE 7/03/04 (from $74.1 million at FYE '03)
and at that date assets covered only 67% of funded debt.  Debt is
5.6 times EBITDA.  Retained cash flow/ adjusted debt has declined
to 5.6% and free cash flow/ funded debt has fallen to 4.4%.

The ratings are supported by the continued reinvestment in GFSI's
well known brands, as CAPEX has grown to 3.9% of sales, and
recognize the company's well developed, multi-channel distribution
system with its 6500 active customer accounts for its Resort &
Golf Division, 1500 independent marketing companies for its
Corporate Division, and 3400 colleges for its Licensed Apparel
Division.

The negative outlook reflects the prospect of deteriorating
business conditions, greater competition from both domestic
competitors and imports leading to further pressure on sales, the
large debt maturities approaching in 2007, and the company's other
significant financial obligations.

Ratings could be lowered further if sales continue to fall, if
another large dividend or losses cause assets/funded debt to drop
further, if debt to EBITDA reaches 6X, or if free cash flow/
funded debt falls below 3%.

Based in Lenexa, Kansas, GFSI, Inc., is a leading designer,
manufacturer and marketer, of high quality, custom designed
sportswear and active-wear bearing names and logos of resorts,
corporations, colleges, and professional leagues and teams.  Its
principal brands are Champion and Gear for Sports and its products
include outerwear, fleece wear, polo-shirts, T-shirts, woven
shirts, sweaters, and shorts.  Through its subsidiary, Event 1,
the company provides concessionaire outlets for its sportswear and
active-wear.  The company's reported revenues were approximately
$193 million for the fiscal year ended July 3, 2004.


GLOBAL SERVICE: Bankr. Court Rejects "Deepening Insolvency" Claims
------------------------------------------------------------------
Global Service Group, LLC, in the business of marble, metal and
wood refinishing filed for chapter 11 protection on November 7,
2001 (Bankr. S.D.N.Y. Case No. 01-15666).  The case was converted
to chapter 7 by order dated March 11, 2003.  David Kittay, Esq.,
was appointed interim chapter 7 trustee, and subsequently
qualified as permanent trustee.  The Trustee filed a 47-count
adversary proceeding on March 10, 2004 (Adv. Pro. No. 04-2775)
against Atlantic Bank and the Debtor's members and insiders,
alleging the artificial prolongation of Global's corporate life,
resulting in its "deepening insolvency."  The Trustee maintains
that Global was allowed to operate while insolvent, and incurred
additional debt that it could not repay.   

With respect to Atlantic Bank, the Trustee alleges that since its
formation in January 2000, Global was insolvent or in the vicinity
of insolvency and undercapitalized. Atlantic Bank knew or should
have known that the debtor would be unable to repay its loans due
to its financial condition, but loaned the debtor money anyway,
apparently based upon its relationship with management and the
strength of their personal assets.  The Insiders pledged their
individual assets to Atlantic Bank in order for Global to obtain
the necessary loans for working capital and to continue operating.  
Other creditors extended credit to Global based on Atlantic Bank's
willingness to extend credit.  The Trustee contends that the
Atlantic Bank loans allowed Global to prolong its corporate
existence and incur increased debt which would have been avoided
without the Atlantic Bank loans.

With respect to the Insider Defendants, the Trustee says that
they, either individually or acting in concert with each other,
allowed Global to do business and incur indebtedness while it was
insolvent and undercapitalized.  The Insider Defendants knew that
the debtor would be unable to repay these debts based on its
financial condition.  By prolonging the debtor's corporate life
and incurring more debt, the Insider Defendants deepened Global's
insolvency, and reduced any potential recovery for the creditors
of the debtor's bankruptcy estate.  The expansion of Global's debt
was the proximate cause of the damage to Global and its creditors,
the Trustee alleges.  

In a written opinion dated Nov. 4, 2004, Judge Bernstein steps
through the history of "deepening insolvency" litigation, starting
with Bloor v. Dansker (In re Investors Funding Corp. of New York
Sec. Litig.), 523 F.Supp. 533 (S.D.N.Y. 1980) and advancing to
Mette H. Kurth, The Search for Accountability: The Emergence of
"Deepening Insolvency" as an Independent Cause of Action, 9
ANDREW'S BANKR. LITIG. REP. 6 (Aug. 27, 2004).  

Based on his reading of applicable case law, Judge Bernstein says
that the Trustee's Complaint against Atlantic Bank "may be bad
banking, but it isn't a tort."  "The unspoken premise of the
trustee's 'deepening insolvency' theory is that the managers of an
insolvent limited liability company are under an absolute duty to
liquidate the company, and anyone who knowingly extends credit to
the insolvent company breaches an independent duty in the nature
of aiding and abetting the managers' wrongdoing. The assumption is
a faulty one," Judge Bernstein concludes.

Yann Geron, Esq., at Geron & Associates, P.C., represents the
Trustee.  Michael T. Sullivan, Esq., Gayle Ehrlich, Esq., and
Matthew B. Giger, Esq., at Sullivan & Worcester LLP, represents
Atlantic Bank of New York.  Ian J. Gazes, Esq., and Eric P.
Wainer, Esq. at Gazes & Associates LLP, represent the Insiders.  


GRANITE INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Granite, Inc.
        dba Granite Glass and Fence
        dba Dempsey-Adams Carstar
        1837 Madison Avenue
        Granite City, Illinois 62040
        Tel: (618) 877-5400

Bankruptcy Case No.: 04-34487

Type of Business:  The Company has three divisions: Dempsey-Adams
                   Carstar is a nationwide collision repair
                   service that specialize in the latest body and
                   frame straightening process and computerized
                   paint matching and offer on-site glass repair.
                   Granite, Inc.'s glass division specializes in
                   commercial glazing, including plate and safety
                   glass, insulated units and commercial
                   storefronts.  Granite Inc.'s fencing division
                   provides high-quality commercial, industrial
                   and residential fencing.
                   See http://graniteglassandfence.com/

Chapter 11 Petition Date: November 5, 2004

Court: Southern District of Illinois (East St Louis)

Debtor's Counsel: Steven M. Wallace, Esq.
                  Blackwell Sanders Peper Martin
                  720 Olive Street, Suite 2400
                  Saint Louis, Missouri 63101
                  Tel: (314) 345-6452
                  Fax : (314) 345-6060

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $0 to $50,000

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


IBEAM BROADCASTING: Wants Court to Formally Close Chap. 11 Case
---------------------------------------------------------------
iBeam Broadcasting Corporation Liquidating Trust -- successor in
interest to iBeam Broadcasting Corporation under the confirmed
First Amended Plan of Liquidation asks the U.S. Bankruptcy Court
for the District of Delaware to formally close its chapter 11
proceeding after making the final distribution to its preferred
equity holders.  

The Trust has made distributions to all holders of:

     * allowed administrative claims,
     * allowed tax claims,
     * allowed secured claims,
     * allowed priority claims,
     * allowed convenience claims, and
     * allowed general unsecured claims.

The Trust presently holds funds approximately equal to $2.3
million and seeks authority from the Court to make a final $2.1
million distribution to preferred shareholders.  Remaining funds
will be donated by the Trustee to a nationally-recognized charity.

Headquartered in Sunnyvale, California, iBeam Broadcasting
Corporation, delivers streamlined media over the Internet.  The
Company filed for chapter 11 protection on October 11, 2001
(Bankr. D. Del. Case No. 01-10852).  David B. Stratton, Esq.,
David M. Fournier, Esq., at Pepper Hamilton, LLP, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $118,814,000 in total
assets and $41,910,000 in total debts.  The Debtor's First Amended
Plan of Liquidation was confirmed on March 11, 2002, and became
effective in April 1 that same year.  


IPSCO INC: Good Operating Performance Spurs Moody's to Up Ratings
-----------------------------------------------------------------
Moody's Investors Service upgraded its senior implied rating for
IPSCO Inc. to Ba2.  The upgrade reflects IPSCO's much-stronger
financial performance in response to improved market conditions
for discrete plate, coil and tubular products, and its much
improved capitalization.  In consideration of IPSCO's strong
credit metrics, low cost position, ability to further reduce
leverage as debt matures over the next two years, and the very
favorable near-term outlooks for its primary products, plate and
energy tubulars, Moody's changed IPSCO's rating outlook to
positive.

These ratings were upgraded:

   * $200 million of 8.75% guaranteed senior unsecured notes due
     2013 -- to Ba2 from Ba3,

   * senior implied rating -- to Ba2 from Ba3, and

   * senior unsecured issuer rating -- to Ba3 from B1.

In the second quarter of 2004, IPSCO used $143 million in cash and
operating cash flow to redeem $109 million (C$150 million) in
preferred shares and make scheduled debt repayments of
$34.3 million.  At September 30, 2004, it had $200 million of
cash.  IPSCO is taking advantage of the current favorable steel
and energy markets and the cash flow generated by its low-cost
facilities to further strengthen its balance sheet.  It plans to
redeem all $100 million of its 8.5% subordinated notes on November
29, 2004, following which it will have approximately $528 million
of debt and capitalized leases, compared to $770 million as of
December 31, 2003 (including preferred shares).  Over this same
time period, IPSCO's LTM EBITDAR has accelerated from $123 million
(6.3x debt to EBITDA) at year-end 2003 to $499 million as of
September 30, 2004 (1.1x debt to EBITDA).

Given its reduced leverage, Moody's believes that IPSCO's higher
ratings can be sustained even if steel prices and demand were to
materially weaken.  However, we believe that IPSCO's primary
products are very well-positioned to generate strong cash flow.  
Moody's believe that the North American plate market is
fundamentally stronger than it was two years' ago.  Plate was one
of the most severely impacted steel products in 2001-2003, but the
permanent exit of approximately 3.5 million tons of North American
capacity due to bankruptcies has strengthened the market position
of the remaining seven producers.  IPSCO has the capacity to
produce about 3.5 million tons of plate, or about 35% of total
North American shipments.  Market balance should also be enhanced
by industry consolidation, which has resulted in the top three
plate producers having a combined 75% of the market.  Plate prices
have more than doubled in 2004 and low inventories have caused
problems on occasion for some plate consumers.  In addition,
prices for energy tubulars, IPSCO's second largest product, have
also been rising, helped by high energy prices and increased
drilling activity.  IPSCO has about a 35% market share for energy
tubulars in Canada.

Equally important for the ratings, IPSCO's cost structure benefits
from its modern steelmaking facilities, production flexibility,
productive work force, and modest legacy costs.  It subscribes to
a "steel short" strategy, meaning that it can produce more tons of
finished steel than it can melt, which enables it to maintain
efficient operating rates when demand is weak; when demand is
strong, it purchases steel from third parties.  Its Regina,
Saskatchewan steel mill generally operates at a high capacity
utilization rate, aided by its location and the pipe mills and
downstream processing operations that use Regina's coil and
discrete plate.  By adjusting product mix to market opportunities,
IPSCO is able to maintain high utilization rates and maximize
profitability.  Its two US mills are both operating extremely well
and at rated capacity.  For these reasons, Moody's believes IPSCO
will be profitable throughout all but the most severe steel cycle.
Significantly, IPSCO's lowest 12-month operating income over
2001-2003 was $32 million reported between July 2001 and June
2002.  This was at a time when its new mill at Mobile, Alabama was
ramping up and operating at a loss.

Moody's positive outlook for IPSCO is supported by especially
favorable market dynamics for plate and energy tubulars, the
company's new and cost-efficient facilities, and its ability to
further reduce debt as approximately $111 million of debt
amortizes in 2005-2006.  Factors that could result in a further
upgrade to IPSCO's ratings include investment restraint, a
demonstrated ability to generate cash under more typical market
conditions, and additional debt reduction.  The rating outlook
could be adversely affected by large and risky investments or
acquisitions, cost increases in the midst of sharply lower selling
prices, or a reversal of the company's commitment to a
conservative capital structure in line with its desire to attain
an investment grade rating.

IPSCO, headquartered in Lisle, Illinois, produces discrete plate
and coil and tubular products at 12 sites throughout Canada and
the US.


JUNIPER GENERATION: Moody's Ups Sr. Secured Debt Ratings to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded the senior secured debt of
Juniper Generation, LLC to Ba1 from Ba3.  The rating outlook is
stable.

The rating action reflects the completion of the sale of a partial
ownership interest in Juniper by El Paso Corporation (El Paso:
Caa1 Senior Unsecured Rating; Under Review for Possible Downgrade)
to an affiliate of ArcLight Capital Partners, LLC (ArcLight),
along with the replacement of El Paso with Delta Power (Delta) as
the portfolio asset manager and operator of certain of the Juniper
projects.  Previously, Juniper subcontracted all asset management,
operations and maintenance, and gas procurement services to El
Paso. Delta has assumed the associated contracts for these
services.  The rating action also considers the improved credit
quality of Pacific Gas and Electric Company (PG&E: Baa3 Senior
Unsecured Rating; Stable Outlook) and Southern California Edison
Company (SCE: Baa1 Senior Unsecured Rating; Stable Outlook), both
California utilities and the principal off-takers for the projects
owned by Juniper.

The rating action acknowledges the still uncertain outcome
concerning the future determination of short-run avoided costs for
California qualifying facilities, including the power plants owned
by Juniper.  Through July 2006, Juniper's plants are largely
insulated from this risk as the projects receive a fixed energy
price of 5.37 cents/kWh and have hedged a substantial portion of
the natural gas used to support this electric output.  However,
potential changes to the SRAC formula after July 2006 could result
in a mismatch between energy payments and Juniper's actual cost of
natural gas, increasing Juniper's vulnerability to changing
natural gas prices.

Juniper is a holding company that owns interests in ten power
projects in California.  Nine of the projects have long-term power
purchase agreements with PG&E and the other has a long-term
purchase power agreement with SCE.  Both utilities have
substantially strengthened their financial profiles, due in large
part to recent constructive regulatory and legislative
developments in California.  A majority of the projects have
project level debt that is serviced from the cash flows provided
by sales generated from each of the individual power purchase
agreements.  The projects have performed quite well from an
operational and financial standpoint.  Over the past five years,
the average contractual on-peak availability factor for the fleet
was around 98%.  During 2003, Juniper's funds from operations to
total debt approximated 24% in 2003 and its debt service coverage
ratio was in excess of 2.0x.  These financial metrics should
continue for the next two years.  Six of the projects have
amortization schedules that have either matured, or will mature in
2005 and 2006.  Juniper's debt, which is subordinate to the
project level debt and is secured by the Juniper's ownership
interest in each of the projects, is serviced by dividends paid
out of each of the individual projects.  Among the structural
protections for investors is a six-month debt service reserve.

The stable rating outlook reflects the expected strong operating
and financial performance at the underlying projects and
incorporates the stable credit outlook for the principal off-
takers, PG&E and SCE.  Juniper's rating could be positively
impacted should exposure to SRAC risk be reduced, the degree of
structural subordination at Juniper be substantially lessened as
debt at the project level is repaid, and the credit quality at
PG&E is substantially improved.  Juniper's rating could be
negatively impacted if substantial amounts of incremental debt are
added to Juniper or the underlying projects, if exposure to future
SRAC volatility increases, and if the operating performance at
several of the plants substantially deteriorates from historical
levels.

Juniper is jointly owned by affiliates of ArcLight and John
Hancock.


KAISER: Claims Classification & Treatment Under Liquidating Plan
----------------------------------------------------------------
In accordance with Section 1122 of the Bankruptcy Code, the Plan
groups claims against and equity interests in Alpart Jamaica,
Inc., and Kaiser Jamaica Corporation into five classes:

Class     Description      Treatment Under the Plan
-----     ------------     ------------------------
  N/A      Administrative   Paid in full, in cash
           Claims

  N/A      Priority         Paid in full, in cash
           Tax Claims

   1       Priority         Unimpaired
           Claims
                            Holder of an Allowed Priority Claim
                            will be entitled to receive either:

                            -- cash from the Priority Claims Trust
                               Account without interest or
                               penalty; or

                            -- other treatment as may be agreed
                               by holder and the Liquidating
                               Debtors or the Distribution
                               Trustee.

                            Estimated aggregate claims amount: $0

   2       Secured          Unimpaired
           Claims
                            Holder of an Allowed Secured Claim is
                            entitled to receive either:

                            -- cash from the Priority Claims Trust
                               Account, including interest as
                               is required to be paid pursuant to
                               Section 506(b); or

                            -- the collateral securing the Allowed
                               Secured Claim and cash from the
                               Priority Claims Trust Account in an
                               amount equal to the interest
                               pursuant to Section 506(b).

                            Estimated aggregate claims amount: $0

   3A      Senior Note      Impaired
           Claims
                            Each holder of an Allowed Senior Note
                            Claim will be entitled to receive Cash
                            from the Unsecured Claims Trust
                            Account equal to its Pro Rata Share of
                            the Subclass 3A Distributable
                            Consideration remaining after first
                            giving effect to certain payments or
                            reservation for payment on the
                            Effective Date by the Distribution
                            Trustee from the Subclass 3A
                            Distributable Consideration:

                               (a) $2,500,000 to be paid to the
                                   7-3/4% SWD Revenue Bond
                                   Indenture Trustee for the
                                   benefit of the holders of the
                                   7-3/4% SWD Revenue Bonds;

                               (b) all amounts payable to the
                                   9-7/8% Senior Note Indenture
                                   Trustee, the 10-7/8% Senior
                                   Note Indenture Trustee and the
                                   counsel for the Ad Hoc
                                   Committee in accordance with
                                   the Plan; and

                               (c) if, but only if, Subclass 3B
                                   votes to accept the Plan,
                                   $8,000,000 to be paid to the
                                   Senior Subordinated Note
                                   Indenture Trustee for the
                                   benefit of the holders of the
                                   Senior Subordinated Note
                                   Claims.

                            Estimated percentage recovery: 36.1%
                            to 37.8%

                            Aggregate allowed claims amount:
                            $452,306,413

   3B      Senior           Impaired
           Subordinated
           Note Claims      If Subclass 3B votes to accept the
                            Plan in accordance with Section
                            1126(c) of the Bankruptcy Code, each
                            holder of an Allowed Senior
                            Subordinated Note Claim will be
                            entitled to receive its Pro Rata Share
                            of $8,000,000 in Cash to be paid to
                            the Senior Subordinated Note Indenture
                            Trustee, provided that any and all
                            fees or expenses payable to the Senior
                            Subordinated Note Indenture Trustee
                            pursuant to the Senior Subordinated
                            Note Indenture will, in all events, be
                            payable solely from that $8,000,000.
                            If Subclass 3B fails to accept the
                            Plan in accordance with Section
                            1126(c), no property will be
                            distributed to or retained by the
                            Holders, including any Claims of the
                            Senior Subordinated Note Indenture
                            Trustee.

                            Estimated percentage recovery: 1.7%

                            Aggregate allowed claims amount:
                            $478,661,479

   3C      PBGC             Impaired
           Claims
                            The PBGC will be entitled to receive
                            the PBGC Percentage of the Cash in the
                            Unsecured Claims Trust Account.

                            Estimated percentage recovery: 13.4%
                            to 13.7%

                            Allowed claim amount: $616,000,000

   3D      Other            Impaired
           Unsecured
           Claims           Each holder of an Allowed Other
                            Unsecured Claim will be entitled to
                            receive a Pro Rata Share of the Other
                            Unsecured Claims Percentage of the
                            Cash in the Unsecured Claims Trust
                            Account.

                            Estimated aggregate claims amount: $0

   4       Intercompany     Impaired
           Claims
                            Each holder of an Intercompany Claim
                            will be entitled to receive the
                            treatment set forth in the
                            Intercompany Claims Settlement.

   5       Interests        Impaired
           in the
           Liquidating      No property will be distributed to, or
           Debtors          retained by, Kaiser Aluminum &
                            Chemical Corporation as the holder of
                            the stock ownership interests in
                            either of the Liquidating Debtors on
                            account of those Interests, and the
                            Interests will be canceled on the
                            Effective Date.

                  7-3/4% SWD Revenue Bond Dispute

The amount, if any, payable under the Plan to the holders of the
7-3/4% SWD Revenue Bonds in respect of the asserted contractual
subordination rights under the Senior Subordinated Note Indenture
will be determined by the Bankruptcy Court.  Any payment would be
made to the 7-3/4% SWD Revenue Bond Indenture Trustee for the
benefit of holders of the 7-3/4% SWD Revenue Bonds from
consideration that would otherwise be distributed to holders of
Senior Note Claims under the Plan.  If the determination with
respect to that payment has not been made by the Bankruptcy Court
before the Effective Date, then on the Effective Date, the
Distribution Trustee will reserve from Cash otherwise
distributable to holders of Senior Note Claims any amount that may
be ordered by the Bankruptcy Court to be so reserved pending
determination.

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. 53;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER ALUMINUM: Court Approves RUSAL Bid for QAL Interests
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
previously disclosed bid by Rusal to purchase Kaiser Aluminum's
interests in and related to Queensland Alumina Limited (QAL),
which operates an alumina refinery in Australia.

"Closing the QAL transaction will complete all of the planned
sales of our commodity assets and will represent another important
milestone on our path toward a targeted emergence from Chapter 11
- as primarily an aluminum fabricated products company -- in the
first half of 2005," said Jack A. Hockema, Kaiser's president and
chief executive officer.

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

Kaiser has targeted a closing on the transaction during the first
quarter of 2005.

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

   -- Approvals must be obtained from certain regulatory
      authorities in Australia.

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

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

   -- Rusal must also be accepted as a co-participant by the other
      QAL participants and by the QAL lenders.

As per the bidding and sale procedures approved by the Court, the
Glencore bid of $400 million in cash (along with the same terms as
described above for the Rusal bid) remains as a binding backup bid
if the Rusal transaction does not close.

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.


LAURENS LIMITED LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Laurens Limited, LLC
        342 North Main Street
        Hendersonville, North Carolina 28792

Bankruptcy Case No.: 04-11304

Chapter 11 Petition Date: November 2, 2004

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: R. Kelly Calloway, Jr., Esq.
                  Calloway & Associates Law Firm
                  318 North Main Street, Suite 9
                  Hendersonville, North Carolina 28792
                  Tel: (828) 696-8660
                  Fax: (828) 696-8683

Total Assets: $1,500,000

Total Debts:  $1,137,250

The Debtor has no unsecured creditors who are not insiders.


LYONDELL CHEMICAL: Fitch Affirms Single-B Bond & Bank Debt Ratings
------------------------------------------------------------------
Fitch Ratings affirmed Lyondell Chemical Company's senior secured
credit facility rating at 'B+', Lyondell's senior secured notes at
'B+', and Lyondell's senior subordinated notes at 'B-'.

Fitch has also affirmed the 'B+' rating on Equistar Chemicals
L.P.'s senior secured credit facility, and the 'B-' rating on
Equistar's senior unsecured notes.  The ratings have been removed
from Rating Watch Negative.  The Rating Outlook is Stable.

Lyondell's and Equistar's ratings were placed on Rating Watch
Negative on March 30, 2004 to primarily capture uncertainty in the
near term for possible liquidity deterioration at Lyondell, while
managing the additional cash outflows required as a result of the
pending acquisition of Millennium Chemicals.  Additionally, Fitch
was concerned with an increase in dividends by Lyondell as a
result of new shares issued to fund the acquisition and the
expectation that Lyondell would not have access to cashflow
generated by Millennium for at least the intermediate term.

Since then, Lyondell's financial performance has improved
primarily due to very strong distributions from Lyondell Citgo
Refinery -- LCR.  In addition, Equistar resumed distributions to
its parents during the third quarter.  Lyondell received
$280 million in net distributions from LCR and $71 million from
Equistar in the first nine months of 2004.  Lyondell's liquidity
position has also improved.  Lyondell had $815 million in
available liquidity including cash balances and availability under
its undrawn credit facility at September 30, 2004 compared to
$738 million available at Dec. 31, 2003.  Equistar had $622
million in available liquidity including cash balances and
availability under its credit facilities at September 30, 2004
compared to $632 million available at December 31, 2003.

The Stable Rating Outlook considers the improvement in operating
performance for Lyondell, Equistar and LCR. Lyondell's debt
reduction efforts are underway and are expected to continue as the
recovery gains momentum.  The petrochemical industry is realizing
higher operating rates and tightening of supply/demand
fundamentals for most products.  In the current environment,
producers are gaining greater pricing power.  Lyondell and
Equistar have realized modest margin expansion in 2004 and, in
general, improvement in profitability is expected to continue as
market fundamentals strengthen.

Lyondell's and Equistar's ratings are supported by its highly
integrated operations, size, liquidity, access to capital markets
and significant earnings leverage during the peak of the chemical
cycle.  The rating affirmation also reflects volume growth for
both companies and modest increase in operating margins.  Concerns
include high debt levels, improved but weak performance in the
intermediate chemical and derivatives business, and dividends.

Improved business conditions and a recovery in the chemicals
industry has resulted in modestly higher operating earnings at
Lyondell.  Lyondell had a negative net free cash flow -- nfcf --
of $143 million excluding JV distributions for the nine months
ending September 30, 2004.  Nfcf after JV distributions was
$236 million for the same period.  Fitch expects Lyondell's
improved operating performance and strong distributions from LCR
and Equistar will continue, and should support the increase in
dividends in 2005 and beyond as a result of the Millennium
acquisition.  Fitch remains moderately concerned about high and
volatile feedstocks, and the overall effect of high petrochemical
prices on demand and the recovery.  The headwinds associated to
raw materials remain a constant pressure and are likely to
continue in the short term.

As of September 30, 2004, Lyondell's balance sheet debt was
$4.05 billion.  Credit statistics have improved but remain weak
with EBITDA-to-interest incurred of 0.8 times (x) and
debt-to-EBITDA of 11.7x for the latest 12 months -- LTM -- ending
September 30, 2004.  Lyondell's leverage ratio benefited from
modest debt reduction and an increase in EBITDA.  Higher EBITDA
generation was driven by higher volumes and selling prices.  On an
adjusted EBITDA basis, including joint venture dividends from LCR
and Equistar, Lyondell's adjusted EBITDA-to-interest was 1.8x and
total debt-to-adjusted EBITDA was 5.3x for the same period.

Likewise, Equistar's credit statistics improved due to substantial
improvement in EBITDA and debt unchanged for the LTM ending
September 30, 2004, with EBITDA-to-interest incurred of 2.6x, and
debt-to-EBITDA of 4.1x.  At the end of the third quarter,
Equistar's balance sheet debt was $2.31 billion.

Lyondell is a leading global producer of intermediate and
performance chemicals.  The company benefits from strong
technology positions and barriers to entry in its major product
lines.  In 2002, Lyondell completed an equity swap with Occidental
Petroleum, as a result the company's ownership of Equistar
Chemicals L.P., a leading producer of commodity chemicals, is
70.5%. Post-acquisition of Millennium, Lyondell will own 100% of
Equistar; 70.5% directly and 29.5% indirectly.  It also owns
58.75% of Lyondell-Citgo Refining L.P., a highly complex petroleum
refinery, which benefits from a long-term, fixed-margin crude
supply agreement.  In 2003, Lyondell had $3.8 billion in net sales
and $249 million in EBITDA, as well as $223 million in JV
dividends from LCR.


MEADOWS OPERATIONS: Wants to Hire Holman & Walker as Counsel
------------------------------------------------------------                  
Meadows Operations, Inc., asks the U.S. Bankruptcy Court for the
District of Utah for permission to employ Holman & Walker, LC, as
its general bankruptcy counsel.

Holman & Walker is expected to:

    a) analyze the Debtor's financial situation, and render advice
       and assistance to the Debtor in determining whether to
       continue under chapter 11 of the Bankruptcy Code;

    b) advise the Debtor with respect to its duties and powers
       under the Bankruptcy Code and other related laws;

    c) assist the Debtors with regards to legal issue which may
       arise from time to time in its bankruptcy case;

    d) negotiate and prepare or amend a plan of reorganization,
       disclosure statement and all related agreements and
       documents, and take ant necessary action on behalf of the
       Debtor to obtain confirmation of the plan;

    e) assist the Debtor in collecting, preserving and disposing
       of its assets;

    f) negotiate with the Debtor's creditors and other interested
       parties;

    g) assist the Debtor in determining the validity and amount of
       claims in its chapter 11 case;

    h) advise and represent the Debtor with respect to causes of
       action which it may have against other parties; and

    i) render legal advice and services to the Debtor regarding
       other matters that may arise in the Debtor's chapter 11
       case.

Jeffrey N. Walker, Esq., and D. Miles Holman, Esq., are the lead
attorneys for Meadows Operations' restructuring.  Mr. Walker and
Mr. Holman will bill the Debtor $190 per hour.  Mr. Walker
discloses that the Firm will receive a $30,839.00 retainer and an
additional $25,000 for the administrative expenses of the Debtor's
chapter 11 case.

Holman & Walker does not represent any interest adverse to the
Debtor or its estate.

Headquartered in Beaver, Utah, Meadows Operations, Inc.  
-- http://www.elkmeadows.com/-- operates a ski resort in Utah   
with an expanded snowboard park and half pipe and offers uncrowded  
slopes and a variety of winter and summer activities. The Company  
filed for chapter 11 protection on September 10, 2004 (Bankr. D.
Utah Case No. 04-34702). Jeffrey N. Walker, Esq., at Holman &
Walker, LC, represent the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed more than $10 million both in its estimated debts and
assets.


MERISTAR HOSPITALITY: Moody's Junks 4 Subordinated Debt Issues
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of MeriStar
Hospitality Corporation's senior subordinate debt at Caa1, and
MeriStar Hospitality Operating Partnership, LP's senior unsecured
debt at B2.  Moody's has also maintained the stable rating
outlook. The affirmation reflects the REIT's improving operating
performance, adequate liquidity, substantial progress in its non-
core asset disposition program, as well as the overall upturn in
the fundamentals of the lodging sector.  However, Moody's also
noted that the REIT's capital structure remains highly levered
with a significant secured debt component.  MeriStar's ability to
cover fixed charges is still weak.

Similar to most lodging companies, MeriStar is benefiting from
improving demand, particularly as the profitable corporate travel
business segment continues to recover.  Moody's indicated that
revenue per available room, or RevPAR, for the REIT's comparable
hotels in 3Q04 increased 7.6% as average daily rate -- ADR --
increased 5.8% and occupancy rose 1.8% to 71.5%. On a year-to-date
basis, MeriStar's comparable properties' RevPAR is up 6.5%.  
According to Smith Travel Research, RevPAR for the full-service
lodging segment increased 8.3% year-to-date at September 30, 2004.
MeriStar is underperforming the industry averages largely due to
substantial deferred capex that has accumulated over the past few
years, as well as due to a portfolio that includes a number of
weakly positioned assets.  In 2004, MeriStar has allocated
$125 million towards hotel renovation and maintenance capex, more
than double what it expects to spend on a normalized basis.
Nevertheless, Moody's acknowledges the improvement in demand and
particularly the rise in ADR are having positive effects on
MeriStar's operating margins.

Moody's said that the REIT has all but completed its non-core
asset disposition program.  Moody's views positively the fact
that, since 2003, MeriStar has sold over 30 full-service
properties in secondary and tertiary markets for proceeds of about
$250 million.  The REIT also acquired two hotels in strong markets
-- the Ritz Carlton in Pentagon City and the Marriott Irvine in
Irvine, California, for total investment of $186 million.

MeriStar's financial profile, particularly leverage and fixed
charge coverage, continues to be weak, according to Moody's.
Leverage as measured by the ratio of net debt to EBITDA is almost
9x, and fixed charge coverage (EBITDA adjusted for FF&E / fixed
charges) is 0.93x.  Secured leverage is 18% of gross assets and
about half of MeriStar's EBITDA comes from encumbered hotel
properties.  Positively, MeriStar's debt maturity schedule is
well-laddered with no maturities of substantial size until 2008.
Liquidity is adequate, supported by $55 million in unrestricted
cash and $50 million secured credit facility, which is undrawn.

Moody's stable outlook reflects our expectation that MeriStar's
operating performance will continue to improve with the improving
hotel sector and better positioned properties, and leverage as
measured by the ratio of Net Debt to EBITDA will decline.  Moody's
also expects MeriStar's liquidity to remain adequate given its
improving operating performance and modest near-term refinancing
needs.

A rating upgrade would reflect reduction in MeriStar's net debt to
EBITDA to below 7x, reduction in secured debt to below 15% of
gross assets, and fixed charge coverage over 1.5x -- events that
are unlikely in the near term.  Improvement in the quality of the
REIT's portfolio would also be a plus.

Negative ratings pressure would most likely result should the REIT
increase its leverage -- particularly secured debt -- beyond
current levels, or should the recent improvements in the lodging
industry falter.  Deterioration in the REIT's liquidity would also
be viewed negatively.

These ratings were affirmed:

   * MeriStar Hospitality Operating Partnership, L.P.

     -- Senior unsecured debt at B2;
     -- senior unsecured shelf at (P)B2;
     -- subordinate debt shelf at (P)Caa1.

   * MeriStar Hospitality Corporation

     -- Senior unsecured shelf at (P)B3;
     -- senior subordinate debt at Caa1;
     -- subordinate debt shelf at (P)Caa1.

   * MeriStar Hospitality Finance Corporation III

     -- Senior unsecured debt shelf at (P)B3;
     -- subordinated debt shelf at (P)Caa1.

   * CapStar Hotel Company

     -- Senior subordinate debt at Caa1.

MeriStar Hospitality Corporation (NYSE: MHX) is the fourth largest
lodging REIT in the USA.  The REIT is based in Washington DC, and
owns 76 principally upscale, full-service hotels in major markets
and resort locations with 21,210 rooms in 22 states and the
District of Columbia.  The REIT's hotels are flagged under brands
that include Hilton, Sheraton, Marriott, Westin, Radisson and
Doubletree.  Almost all of the REIT's properties are managed by a
separate management company, Interstate Hotels & Resorts, under
long-term management contracts.


MURRAY INC: Files for Chapter 11 Protection in M.D. Tennessee
-------------------------------------------------------------
Murray Inc. filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Middle District of Tennessee, Nashville
Division, according to president and chief executive officer G.
Alan Shaw.

The company has secured debtor-in-possession (DIP) financing. The
protection of Chapter 11 allows Murray to explore a variety of
strategic options to help ensure the continuation of business
through the sale of the company. Murray has received buyer
interest and is involved in ongoing negotiations.

Mr. Shaw emphasized that the company will maintain its
longstanding commitment to customers.

"Murray will continue to deliver customers with the competitively
priced products and customer service they rely upon each day," he
said. "We will operate the business as usual, ensuring a seamless
transition for our customers. We are currently filling orders for
snow throwers and preparing for fall production of walk-behind and
riding mowers to fill orders for major retailers."

Murray is suffering from a combination of adverse business
circumstances that have resulted in reduced profits and inadequate
cash resources to operate profitably. For example, the company has
been adversely impacted by a financial crisis afflicting Murray's
financial sponsor D'Long International Strategic Investment Co.,
rapidly rising commodity costs, product recalls and restricted
access to credit.

The company's financial instability is well known and has strained
the confidence of suppliers and customers. These circumstances
have taken a great toll on Murray's business, and current capital
and expense structure cannot absorb the shortfall. As a result,
Murray is seeking the protection and relief provided by Chapter 11
to allow it to continue serving customers while it stabilizes the
business and explores options for its future.

Mr. Shaw expressed his confidence in the company's current
management team to provide stable leadership through the
bankruptcy process. Murray recently streamlined its employee
workforce and restructured its senior management.

"With the continued support of our talented workforce, dependable
suppliers and loyal customers, we fully expect to regroup
financially and strategically and to exit with the successful sale
of the company."

Headquartered in Brentwood, Tennessee, Murray Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,  
snowthrowers, chipper shredders, and karts. The company employs
approximately 1,700 people through its manufacturing and
administrative facilities in the U.S., wholly-owned subsidiary
Murray Canada and sister company Hayter Limited in the United
Kingdom. The Company filed for chapter 11 protection on Nov. 8,
2004 (Bankr. M.D. Tenn. Case No. 04-13611).  Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in total debts
and assets.


MURRAY INC: Case Summary & 25 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Murray, Inc.
        219 Franklin Road
        Brentwood, Tennessee 37027

Bankruptcy Case No.: 04-13611

Type of Business: The Debtor manufactures lawn tractors, mowers,
                  snowthrowers, chipper shredders, and carts.
                  See http://www.murray.com/

Chapter 11 Petition Date: November 8, 2004

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Paul G. Jennings, Esq.
                  Bass, Berry & Sims PLC
                  315 Deaderick Street, Suite 2700
                  Nashville, TN 37238
                  Tel: 615-742-6267
                  Fax: 615-742-2767

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 25 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Briggs & Stratton Corp.                              $39,337,723
P.O. Box 702
Milwaukee, WI 53201

Suzhou Murray Mach. Mfg. Co.                         $19,746,869
Ltd.
86 Dong Wu South Rd.
Suzhou 215128, China

Weiling Qianjiang Import &                            $8,687,805
Export Co., Ltd.
dba Wenling Long River
Mach. Mfg. Co.
318 Wanchang Road
Wenling Zhejiang 317500
China

Steel Coils of Tennessee Inc.                         $3,775,409
25 Century Blvd. Ste. 100
Nashville, TN 37214

Murray Wenling Long River F/G                         $3,233,210
318 Wanchang Road
Wenling Zhejiang 317500
China

J&S Capital Ltd.              Contract                $2,800,000
c/o Butzel Long
150 West Jefferson Ste. 100
Detroit, MI 48226

Tecumseh Power Company                                $2,319,958
1604 Michigan Ave.
New Holsten, WI 53061

Shanghai Longriver Mach.                              $1,299,512
Mfg. Co.
Yuangou Road, Quanjin Village
Shanghai 201805, China

North American Container Corp                           $766,123
5851 Riverview Rd.
Mableton, GA 30059

Eastern Molding Int'l LLC                               $649,490
P.O. Box 311
Elizabeth Street
Batavia, NY 14020

Gates Rubber Company                                    $640,121
1801 North Lincoln St.
Siloam Springs, AR 72761

Ardisam, Inc.                                           $600,000
1360 1st Avenue
Cumberland, WI 54829

New Hampshire Industries                                $550,118
68 Aetna Road
Lebanon, NH 03766

Monitor Manufacturing Company                           $539,059
1820 So. Cobb Industrial Blvd.
Smyrna, GA 30082

Bohn and Dawson Inc.                                    $531,531
3500 Treecourt
Industrial Boulevard
St. Louis, MO 63122

Sears, Robuck and Co.                                   $500,000
3333 Beverly Road
Hoffman Estates, IL 60179

Accord Manufacturing Inc.                               $464,296
N172 W20950 Emery Way
Jackson, WI 53037

ILS/Arden                                               $442,935
1260 Heil Quaker Blvd.
Lavergne, TN 37086

Ulseth Machining & Mfg. Inc.                            $424,221
105 Industrial Access Dr.
Industrial Park
Bradford, TN 38316

Ray Industries Inc.                                     $404,296
301 Wilmont Dr.
Waukesha, WI 53186

Smurfit Stone                                           $400,105
P.O. Box 2307
700 Garrett Parkway
Lewisburg, TN 37091

Uniflyte Co. Ltd.                                       $361,934
2150 Logan Ave., Winnepeg
Manitoba R2R0J2, Canada

Carlisle Tire & Wheel Co.                               $361,369
23 Windham Boulevard
Aiken, SC 29805

Technology Molded Plastics                              $350,192
3434 Central Parkway SW
Decatur, AL 35603

Dana Corporation                                        $335,901
Spicer OPEC Division
123 Phoenix Place
Fredericktown, OH 43019


NATURADE INC: Sells Aloe Vera Brands to Lily of the Desert
----------------------------------------------------------
Naturade, Inc. (OTCBB:NRDC), a leading marketer of heart health
and weight management products under the brand names Naturade
Total Soy(R) and Diet Lean(TM), reported the sale of its aloe
vera-based products to Lily of the Desert in an all-cash
transaction. The sale includes aloe vera gel concentrate drinks
and Aloe Vera 80(R) brand topical products, two product lines sold
primarily through health food stores and natural food
supermarkets.

"This strategic move allows us to focus our efforts on the core
protein powder and weight loss brands that we began selling
through health food channels in 1950, and are now available to
customers through mass market retailers as well," says Naturade
CEO Bill Stewart. "Naturade has been focused on healthy weight
loss products for several years, and we are delighted to find an
experienced buyer for our aloe vera lines who will be able to
maintain the product quality our consumers have come to expect
from Naturade and the Aloe Vera 80(R) brand."

Effective November 2, 2004, all sales, order fulfillment and
management responsibility for the Aloe Vera 80(R) line and the
Naturade aloe vera gel drinks are being managed by the Lily of the
Desert organization which can be contacted at 800-229-5459.
Products involved in this transaction include Naturade's Stomach
Formula, Joint Formula and Energy Formula gel concentrate drinks,
plus the full array of Aloe Vera 80(R) topical products sold for
hair care, facial care, skin care and body care.

"Lily of the Desert will be a good home for these two aloe vera-
based lines," says Lily of the Desert CEO Don Lovelace. "Aloe vera
is our only business, and we're confident that we will maintain
the quality tradition of the Aloe Vera 80(R) and Naturade Aloe
Vera brands while building on their history to generate
significant long-term revenue for our natural product retailers."

                     About Lily of the Desert

Lily of the Desert is the largest certified organic grower,
processor and distributor of aloe vera juices, gels and topical
skin products. For over 30 years, the Company has distributed its
products in fine health food stores worldwide. Lily of the Desert
Aloe Vera is the natural products industry category leader with a
50% total U.S. market share (based on Spins Data). The company's
aloe vera farms and aloe vera laboratories are located in the
fertile Rio Grande Valley. The Company's aloe vera farms are
certified by the Texas Department of Agriculture.

                        About Naturade, Inc.

Headquartered in Irvine, Calif., Naturade, Inc., provides healthy
solutions for weight loss consistent with its commitment - since
1926 - to improve the health and well being of consumers with
innovative, natural products. Its premier brand, Naturade Total
Soy(R), is a complete line of meal replacement products for weight
loss and cholesterol reduction, which is sold at major supermarket
and club, health food, drug and mass merchandise stores throughout
the U.S. and Canada. Well known for over 50 years of leadership in
soy protein, Naturade also markets a complete line of protein
boosters for low carbohydrate dieters, a new line of safe, natural
weight loss products under the Diet Lean(TM) brand and a line of
SportPharma(R) sports nutrition products for fitness-active
consumers. Naturade's other brands include Calcium Shake(TM),
Naturade Total Soy Menopause Relief(TM) and Power Shake(R). For
more information, visit http://www.naturade.com/

                       Going Concern Doubt

BDO Seidman, LLP, expressed substantial doubt about Naturade's
ability to continue as a going concern when the auditing firm
reviewed the company's December 31, 2003 financial statements.  
At June 30, 2004, the Company had an accumulated deficit of
$22,974,464, a net working capital deficit of $2,626,443 and a
stockholders' capital deficiency of $3,982,541.

The Company anticipates that it will incur net losses for the
foreseeable future and will need access to additional financing
for working capital and to expand its business. Management has
taken a number of steps to address this situation, including the
Private Equity Transaction completed on January 2, 2002, the Loan
Agreement entered into on April 14, 2003 under which the Company
has borrowed $750,000, and efforts to decrease operating losses by
expanding sales and reducing costs. Nevertheless, the Company
expects to incur operating losses for some time in the future and
cannot give assurance that additional financing will be available
when needed or that it will obtain needed waivers or modifications
of the Credit and Security Agreement. If unsuccessful in those
efforts, Naturade could be forced to cease operations and
investors in Naturade's Common Stock could lose their entire
investment.


NAVISITE, INC: KPMG Expresses Going Concern Doubts
--------------------------------------------------
NaviSite, Inc., disclosed last week that it received an audit
report on its fiscal year 2004 consolidated financial statements
from KPMG LLP, and the report contains an explanatory paragraph
stating that the Company's recurring losses since inception and
accumulated deficit, as well as other factors, raise substantial
doubt about NaviSite's ability to continue as a going concern.

NaviSite anticipates it will continue to incur net losses in the
future, and notes that it has significant fixed commitments for
real estate, bandwidth commitments, machinery and equipment
leases.  

NaviSite says that it needs to obtain additional financing.  
NaviSite filed a registration statement with the SEC in early 2004
to register shares of common stock to issue and sell in a public
offering to raise additional funds.  

                            Landmines
    
NaviSite issued $39.3 million of convertible promissory notes in
connection with its June 2004 acquisition of Surebridge, Inc.  
NaviSite indicates those convertible securities "may negatively
affect our liquidity and our ability to obtain additional
financing and operate and manage our business."  Those notes
mature on June 10, 2006, but require mandatory prepayments from
the proceeds of any new financing transactions or asset sales.  

As of July 31, 2004, NaviSite had approximately $3.2 million of
cash and cash equivalents and a working capital deficit of
approximately $36.7 million.  The outstanding balance under an
amended accounts receivable financing agreement with Silicon
Valley Bank was $20.4 million at July 31, 2004.  That financing
agreement includes a number of restrictive covenants, including a
requirement that EBITDA be no less than $1.00 for every fiscal
quarter.  The agreement defines EBITDA as earnings before
interest, taxes, depreciation and amortization in accordance with
generally accepted accounting principles and excluding
acquisition-related costs and one-time extraordinary charges.

Any default under the convertible promissory notes would trigger a
cross-default under the Silicon Valley Bank financing agreement.  

                          About NaviSite
    
NaviSite, Inc. (NASDAQ SC: NAVI) is a leading provider of managed
application services and a broad range of outsourced hosting for
middle-market organizations, which include mid-sized companies,
divisions of large multi-national companies and government
agencies.

Founded in 1997 and headquartered in Andover, MA, NaviSite has
approximately 500 employees and offices in Syracuse, NY, Vienna,
VA, Atlanta, GA, Houston, TX, San Jose, CA, and London, U.K. The
Company also owns and operates 15 Internet Data Centers (14 in the
US and one in London) and serves more than 1,100 customers
worldwide.  

For the year ending July 31, 2004, the company reported $91.1
million in revenue and a $21.3 million net loss.  Revenue climbed
21% from 2003, and the company's net loss narrowed by more than
80%.  At July 31, 2004, the company's balance sheet shows $123
million in assets and $112 million in liabilities.  

Atlantic Investors, LLC, owns more than 50% of NaviSite's common
stock.  

The Troubled Company Reporter initiated coverage of NaviSite's
financial woes in early 2002.  


NEENAH PAPER: S&P Puts 'BB+' Rating on Proposed $150 Mil. Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to forest products producer Neenah Paper Inc. in
connection with the company's spin-off from Kimberly-Clark
Corporation.  

At the same time, Standard & Poor's assigned its 'BB+' bank loan
rating and its recovery rating of '1+' to Neenah's proposed
$150 million senior secured credit facility.  The rating is three
notches above the corporate credit rating; this and the '1+'
recovery rating indicate that bank lenders can expect a full
recovery of principal and interest in the event of a default.

In addition, Standard & Poor's assigned its 'B+' senior unsecured
debt rating to the Alpharetta, Georgia-based company's
$200 million senior unsecured notes due 2014, to be issued under
Rule 144a with registration rights.  

The senior unsecured debt is rated the same as the corporate
credit rating based on Standard & Poor's expectations that the
level of Neenah's priority liabilities, relative to its assets,
will not place senior unsecured lenders at a material disadvantage
in a bankruptcy.  All of these newly assigned ratings are based on
preliminary terms and conditions.  The outlook is stable.

"The ratings on Neenah reflect its high-cost and modest-sized
operations in the competitive pulp industry, the need to develop
new pulp customers, vulnerability of earnings to changes in pulp
prices, exchange rates, and energy costs, and thin discretionary
cash flows," said Standard & Poor's credit analyst Pamela Rice.

These negatives are only partially offset by relatively stable
earnings from its fine and technical paper operations, and
valuable timberland holdings.

Transaction proceeds will be used to make an approximately
$215 million distribution to a Kimberly-Clark subsidiary and to
pay for about $10 million in fees.  Pro forma total debt
outstanding will be about $230 million.

Neenah produces premium writing papers, text and cover papers,
specialty papers, and pulp.


NESCO INDUSTRIES: Financial Condition Raises Going Concern Doubt
----------------------------------------------------------------
At July 31, 2004, NESCO Industries, Inc., had an accumulated
deficit of approximately $14,224,000, a working capital deficit of
approximately $1,219,000 and incurred a net loss of approximately  
$3,539,000 for the three months then-ended.  The NESCO's
liabilities exceed its assets by $2,548,972 at July 31, 2004.  

BP Audit Group, PLLC, in Farmingdale, New York, says the Company's
financial condition raises substantial doubt about its ability to
continue as a going concern.  

Nesco Industries, Inc., used to be a provider of asbestos
abatement and indoor air quality testing, monitoring and
remediation services.  In the fiscal year ended April 30, 2003,
the Company consolidated the operations of its various operating
subsidiaries into a single environmental services operating unit
organized under the banner of its wholly owned subsidiary National  
Abatement Corporation.  Prior to this consolidation, the Company  
also operated through two other wholly owned subsidiaries,
NAC/Indoor Air Professionals, Inc., and NAC Environmental
Services, Inc.

In the fourth quarter of fiscal 2003, the Company elected to  
deactivate the environmental services operating  unit, and  
authorized NAC to cease business operations, in order to conserve  
financial and other resources until a new business focus was  
identified.  The Company ceased business operations in May 2003,
and wrote-off its goodwill, fixed assets and inventory in fiscal
2003.

On April 29, 2004, the Company entered into a share exchange  
agreement with Hydrogel Design Systems, Inc.  HDSI became a
majority-owned subsidiary of the Company and upon completion of
the exchange, the holders of HDSI common stock and debt held
a majority interest of the Company.  This exchange was completed
on May 25, 2004.  HDSI manufactures, markets, sells and
distributes an aqueous polymer-based radiation ionized gel,
commonly referred to as a hydrogel.  Hydrogels are gel-like or
colloidal substances made of water and solids.  Hydrogels are used
in various medical products (like moist wound and burn dressings
and transdermal patches for medication) and cosmetic consumer
products (including moisturizers, face masks and cooling masks).


NEW WORLD: Sept. 28 Balance Sheet Upside-Down by $92.6 Million
--------------------------------------------------------------
New World Restaurant Group, Inc. (Pink Sheets: NWRG.PK) reported
improved trends in comparable store sales, improvements in
operating income and cash flow, and a reduced net loss for the 13
weeks ended September 28, 2004.

Period-over-period comparable store sales for the third quarter of
fiscal 2004 were down 1.6 % as compared to a decline of 3.7 % in
period-over-period comparable store sales for the second quarter
of fiscal 2004, an approximate 200 basis point improvement. "In
particular, we are pleased to report that approximately 40 percent
of the stores operating under the Einstein Bros. brand have shown
positive comparable store sales during the past quarter," said
Paul Murphy, New World CEO.

Income from operations in the third quarter rose to $2.3 million,
or 2.5 percent of total revenue, compared to an operating loss of
$2.2 million in the corresponding 2003 quarter -- a $4.5 million
improvement. This is the third consecutive quarter that New World
has reported an operating profit this fiscal year. Net interest
expense for the quarter decreased 43.8 percent to $5.7 million
from $10.2 million a year earlier, due to the debt refinancing
completed in the third quarter of 2003.

New World reduced its net loss for the third quarter of 2004 to
$3.5 million, or $0.35 per basic and diluted share, compared with
$34.2 million or $13.55 per basic and diluted share a year
earlier. The net loss for the third quarter of 2004 included an
impairment charge of $0.4 million due to the decision to close two
restaurants and to write down the assets of four other
underperforming restaurants. Additionally, the 2004 quarter
included a $0.3 million loss on the sale of leasehold improvements
and certain other assets.

In the third quarter of 2003, New World recorded a $0.4 million
gain on the disposal of assets and a $1.1 million benefit for the
cumulative change in the fair value of derivatives. These benefits
were offset by a one-time, non- cash loss of $23.0 million on the
exchange of the Series F Preferred Shares in connection with the
2003 equity restructuring. The company's equity restructuring,
which was completed on September 30, 2003, eliminated the Series F
Preferred Stock and its related dividends and accretion on a going
forward basis.

New World's operations consumed approximately $5.9 million of cash
during the third quarter of 2004 and $0.4 million of cash through
the first three quarters of 2004, compared with $7.6 million and
$6.4 million in the comparable periods a year earlier. "With the
requirement for the semi-annual interest payment on the $160
million indenture, we will consume cash during the first and third
quarters of each year. However, in addition to the cash demand for
interest, we also paid in excess of $0.8 million for additional
debt reduction during the third quarter of 2004. We are pleased at
our ability to generate an adequate cash flow to fund our
operations and provide for capital investments," said Mr. Murphy.
"This is the fourth consecutive quarter in which we have shown
improvements in operating cash flow."

Total revenues for the third quarter of 2004 were $91.2 million,
compared with $93.2 million in the same period of 2003. The 2.2
percent decline in revenue was primarily the result of a $2.2
million decrease in retail sales in company operated Einstein
Bros. and Noah's New York Bagels restaurants, which represent the
most significant component of New World's revenue. Comparable
store sales declined 1.6 percent in the third quarter of 2004
compared to the same period in 2003, which was comprised of a 6.3
percent decline in transactions, partially offset by a 5.0 percent
increase in the size of the average check.

Mr. Murphy noted that the company's initiatives to improve sales
reached an important milestone in October, when it opened the
first two of its new concept restaurants, Einstein Bros. Cafe in
the Denver, Colo. market. New World also plans to convert its
three Einstein restaurants in the Colorado Springs, Colo. market
to the new concept before the end of the fiscal year.

While total revenues decreased during the third quarter of 2004,
gross profit increased 12.0% to $16.3 million, or 17.9% of total
revenues, from $14.5 million, or 15.6% of revenues, in the
corresponding 2003 quarter, primarily due to improvements in
retail cost of sales. The company, which factors all store level
operating expenses into its retail margins, reduced marketing
expenditures this year by approximately $1.9 million as it focused
on the modifications to its customer service system, menu
offerings and store environments.

"We are very pleased with our store operating performance during
the third quarter of 2004," said Rick Dutkiewicz, New World CFO.
"When we factor in the rising cost of commodity items such as milk
and cheese, along with the adverse impact the four hurricanes had
on our southeastern U.S. operations, our gross profit improvement
reflects our commitment to continuous improvements in operations."

Also contributing to the improvement in third quarter operating
income was a 13.1 percent reduction in general and administrative
expenses to $8.4 million, or 9.3 percent of revenues, compared to
$9.7 million, or 10.4 percent of revenues, for the third quarter
of 2003. The corresponding 2003 quarter included certain legal and
consulting costs associated with the company's refinancing and the
re-audit of fiscal 2000 and 2001 results. Depreciation and
amortization expense declined to $5.2 million in the third quarter
compared to $7.1 million for the same period in 2003, primarily
due to a portion of the company's asset base becoming fully
depreciated during the first quarter of 2004. During the fourth
quarter, the company anticipates spending additional capital in
connection with its conversion of existing restaurants to the new
concept, which would result in a corresponding increase in the
depreciable asset base, and, thus, depreciation expense.

Mr. Murphy also pointed out that the gap is narrowing between New
World's EBITDA (earnings before interest, taxes, depreciation and
amortization, cumulative change in fair value of derivatives and
other income) and adjusted EBITDA (which also excludes certain
legal, financing and advisory fees, acquisition and integration
charges and credits, certain corporate expenses, and certain other
charges). "This represents another indicator of continued
improvement," he said. EBITDA for the third quarter increased over
50 percent to $7.5 million, or 8.2 percent of revenues, from $5.0
million, or 5.3 percent of revenues a year ago. Adjusted EBITDA
was up 7.2 percent to $8.5 million, or 9.3 percent of revenues,
from $7.9 million, or 8.5 percent, in the corresponding 2003
period.  The company presents adjusted EBITDA information because
it is relevant to the covenants in both the $160 million indenture
and the AmSouth Revolver.

EBITDA and Adjusted EBITDA are not intended to represent cash flow
from operations in accordance with GAAP and should not be used as
an alternative to net income as an indicator of operating
performance or to cash flow as a measure of liquidity. Rather,
EBITDA and adjusted EBITDA are a basis upon which to assess
financial performance. While EBITDA is frequently used as a
measure of operations and the ability to meet debt service
requirements, it is not necessarily comparable to other similarly
titled measures of other companies due to the potential
inconsistencies in the method of calculation.

Through the first three quarters of 2004, New World reported
operating income of $8.5 million, representing 3.1 percent of
total revenue, compared to a loss of $4.8 million in the three
quarters of 2003. The net loss for the 39 weeks was $10.8 million,
or $1.10 per share, compared with $55.0 million a year earlier.
After deducting $14.4 million in dividends and accretion on Series
F Preferred Stock, the net loss available to common stockholders
for the 2003 period was $69.5 million, or $36.87 per share.

Total revenues for the first three quarters of 2004 declined 3.4
percent to $276.5 million from $286.2 million in the corresponding
2003 period. EBITDA for the first three quarters of 2004 improved
46.4 percent to $24.3 million, or 8.8 percent of revenues, from
$16.6 million, or 5.8 percent of revenues, a year ago. Adjusted
EBITDA increased 2.8% to $25.5 million, or 9.2 percent of
revenues, from $24.8 million, or 8.7 percent of revenues, in the
2003 period.

The company also completed the divestiture of the Willoughby's
Coffee & Tea business, which includes a coffee roasting plant,
three retail locations and office space-all in Connecticut-as well
as related trade names and trademarks on October 6, 2004. The
transaction resulted in a gain of approximately $90,000 that will
be recorded in the company's fourth fiscal quarter.

                        About the Company

New World is a leading company in the quick casual restaurant
industry. The company operates locations primarily under the
Einstein Bros. and Noah's New York Bagels brands and primarily
franchises locations under the Manhattan Bagel and Chesapeake
Bagel Bakery brands. As of September 28, 2004, the company's
retail system consisted of 456 company-operated locations, as well
as 195 franchised, and 56 licensed locations in 33 states, plus
D.C. The company also operates a dough production facility.

At Sept. 28, 2004, New World's balance sheet showed a $92,592,000
stockholders' deficit, compared to a $81,866,000 deficit at
Dec. 30, 2003.


NMHG HOLDING: S&P Affirms 'BB-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB-' corporate credit rating, on Portland, Oregon-based NMHG
Holding Company.  At the same time, the outlook on the forklift
truck manufacturer was revised to negative from positive.  At
Sept. 30, 2004, NMHG had approximately $437 million in debt
outstanding.

"The outlook revision reflects our increased concern that
higher-than-expected raw material and manufacturing costs will
continue to negatively affect NMHG's operating margins,
constraining the credit profile in the near term, despite strong
demand for its forklift products," said Standard & Poor's credit
analyst Joel Levington.  As such, debt leverage, as measured by
total debt to EBITDA, may be weaker than our expectations at the
current rating level.

The speculative-grade ratings on NMHG reflect an aggressive
financial profile, fair liquidity, and leading positions within
cyclical and volatile markets.

NMHG competes in the global forklift truck market, which is
characterized as moderate in size, somewhat consolidated, and
modestly capital intensive.  Over the business cycle, the industry
has grown at GDP-like rates.  

Larger forklift manufacturers are also gaining market share from
vendor consolidation, which is leading to national account
opportunities.  However, the industry is both cyclical and
volatile; presently, demand is robust for lift trucks following a
weak period during the 2000-2002 time frame.  

Although volume remains robust, passing increased raw material
costs on to customers takes time due to the fixed-priced, long
time horizon of the backlog, as well as high industry competition.  
NMHG has started the process of raising prices on its products;
however, it anticipates that the full annual benefit of these
increases will not take place until 2006.  

Manufacturing consists mainly of assembly and some welding of
purchased components, but operating leverage is high due to modest
industry profitability, and the highly cyclical nature of higher-
margin products.

NMHG's leverage, as measured by total debt to EBITDA, is presently
higher than our expectations.  Ratings could be lowered if either
profitability measures do not increase from new product
introductions and price increases, or alternatively, if debt
reduction does not take place, to yield a credit profile in line
with the ratings category.


NORTH AMERICAN: Weak Profitability Cues S&P to Lower Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Acheson, Alta.-based North American Energy
Partners Inc. to 'B+' from 'BB-'.  At the same time, the senior
secured bank loan rating was lowered to 'BB-', and the senior
unsecured rating was lowered to 'B'.  The outlook is currently
stable.

"The rating action reflects weaker-than-expected profitability and
free cash flow generation.  As a result, debt reduction will be
limited in the near term," said Standard & Poor's credit analyst
Daniel Parker.  The company has experienced weaker demand than
forecasted for its oil sands mining and site preparation services,
particularly at the Albian Sands project, which is a major
customer of NAEP's services.

The ratings reflect the company's very aggressive financial
profile and below-average business profile, which is partially
offset by its leading market position in servicing oil sands
projects primarily in its core market in Alberta.  NAEP is well
positioned to benefit from increasing oil sands development due to
its existing relationships with the major oil sands producers, its
experience and expertise with similar projects, and its relative
size advantage.

The company's financial profile is very aggressive; adjusted total
debt to capital is 73% as a result of the leveraged buyout.
Leverage is not expected to decline in the near term, as Standard
& Poor's expects NAEP will use free cash flow to purchase new
equipment and expand the business.

Standard & Poor's expects profitability and cash flow will be
moderately stable based on NAEP's existing contract base and the
potential for additional work from new oil sands projects and
expansions.  Nevertheless, high capital spending required for
expansion will limit debt reduction in the near term.

NAEP provides construction services such as site preparation, ore
removal, piling, and pipeline installation to oil and gas and
natural resource companies.


OCEANVIEW CBO: Moody's Reviewing Class C Notes' Ba2 Rating
----------------------------------------------------------
New York, November 05, 2004

Moody's Investors Service downgraded the ratings of four classes
of Notes issued by Oceanview CBO I, Ltd.  The affected tranches
are:

   (1) $28,000,000 Class A-2 Floating Rate Notes due June 2037,
   (2) $10,000,000 Class B-F Fixed Rate Notes due June, 2037,
   (3) $5,000,000 Class B-V Floating Rate Notes due June 2037, and
   (4) $2,800,000 Class C Fixed Rate Notes due June 2037.

The rating action reflects the deterioration in credit quality of
the underlying collateral pool.  Moody's noted that the deal is
currently violating all of its interest coverage tests and its
rating factor test.  In particular, downgrades of manufactured
housing collateral contributed substantially to the deterioration
in portfolio quality.

Rating Action: Downgrade

Tranches affected:

   (1) $28,000,000 Class A-2 Floating Rate Notes due June 2037
       
       Previous rating: Aa2
       New rating: Aa2 and on watch for possible downgrade

   (2) $10,000,000 Class B-F Fixed Rate Notes due June, 2037

       Previous rating: Baa2
       New rating: Baa3 and on watch for possible downgrade

   (3) $5,000,000 Class B-V Floating Rate Notes due June 2037

       Previous rating: Baa2
       New rating: Baa3 and on watch for possible downgrade

   (4) $2,800,000 Class C Fixed Rate Notes due June 2037

       Previous rating: Ba2
       New rating: B2 and on watch for possible downgrade


PACIFIC GAS: Wants Court to Enforce Plan Confirmation Order
-----------------------------------------------------------
Pacific Gas and Electric Company asks the Court to enforce its
Confirmation Order by compelling 20 Plaintiffs to dismiss their
enjoined lawsuits against PG&E or face sanctions:

Name                         Case
----                         ----
City of Berkeley             City of Berkeley v. PG&E -
                              (Cross-Complaint - Frazier v.
                              City of Berkeley [Main Case]) -
                              Alameda County Superior Court -
                              No. 819780-9

Edourdette Lalia Corey       Edourdette Lalia Corey v. PG&E -
                              Alameda County Superior Court -
                              Case No. 822832

Robert and Mary Fish         Robert and Mary Fish v. Asbestos
                              Defendants - San Francisco
                              Superior Court - Case no. 432357

Gallagher & Burk             Gallagher & Burk v. PG&E - (Cross
                              Complaint - Frazier v. City of
                              Berkeley [Main Case]) - Alameda
                              County Superior Court - No. 819780-9

Phyllis and Mark Halpern     Phyllis and Mark Halpern -
                              Alameda Superior Court - Case No.
                              RG03097881 (Main Case: Nusratty
                              v. Halpern)

Chiho and Yun Lok            Lok v. PG&E - Alameda Superior
                              Court No. 01-28559 (Main Case:
                              Mehta v. PG&E)

Zeddie Masters               Zeddie Masters v. Asbestos
                              Defendants - San Francisco
                              Superior Court - No. 431681

Sheela Mehta                 Sheela Mehta v. PG&E - Alameda
                              Superior Court - Case No. 01-028559

Danielle Nowlin              Nowlin v. Pacific Gas and Electric
                              Company, et al., - Contra Costa
                              County Superior Court - No. MSC
                              04-01695

Robert Ponnequin             Robert Ponnequin v. Asbestos
                              Defendants - San Francisco
                              Superior Court - Case No. 412121

Safeco                       Safeco v. PG&E - Alameda County
                              Superior Court - Case No. RG03097881

Neal Siller,                 Neal Siller, Siller Brothers, Inc.,
Siller Brothers, Inc.,       Andrew and Sharon Siller, and
Andrew and Sharon Siller,    Jose Gonzales v. Pacific Gas
and Jose Gonzales            & Electric Co., Yuba County
                              Superior Court - No. YCSCCVCV
                              040000327

State Farm General           State Farm General Insurance Co.
Insurance Co.                v. PG&E - Yuba County Superior
                              Court - Civil No. 04-0000679

According to Janet A. Nexon, Esq., at Howard, Rice, Nemerovski,
Canady, Falk & Rabkin, in San Francisco, California, the Lawsuits
are subject to both the discharge and injunction imposed by the
Plan and the Confirmation Order because the claims on which the
Lawsuits are based arose before the Confirmation Date.  The
plaintiffs in each of the cases either failed to timely file
proofs of claim or their claims have been disallowed by the
Court.

Ms. Nexon states that PG&E's informal efforts to obtain dismissal
of the Lawsuits were unsuccessful, thus, PG&E seeks the Court's
help.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy
News, Issue No. 86; Bankruptcy Creditors' Service, Inc.,
215/945-7000)   


PEGASUS SATTELITE: Sandell Joins the Creditors' Committee
---------------------------------------------------------
The Assistant United States Trustee for Region 1, Robert
Checkoway, appoints Sandell Asset Management Corp. to the
Official Committee of Unsecured Creditors in Pegasus Satellite
Communications, Inc. and its debtor-affiliates' Chapter 11 cases.

D.E. Shaw Laminar Portfolios, LLC, Singer Childrens Management
Trust and affiliates, and LC Capital Master Fund, Ltd., have
resigned.

The Committee is now comprised of:

     (a) Wachovia Bank, N.A., as trustee;

     (b) J.P. Morgan Trust Company, NA, as trustee;

     (c) HSBC Bank USA, as successor indenture trustee;

     (d) Silver Point Capital and affiliates; and

     (e) Sandell Asset Management Corp.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading  
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PINNACLE FOODS: Gets Temporary Waiver Under Credit Agreement
------------------------------------------------------------
Pinnacle Foods Group Inc.'s lenders have agreed to temporarily
waive certain defaults under the Company's credit agreement
arising due to:

     (i) failure to furnish on a timely basis the Company's
         audited financial statements for the fiscal year ended
         July 31, 2004, the Company's annual budget for fiscal
         year 2005 and other related deliverables; and

    (ii) failure to comply with certain financial covenants.

The Company expects to deliver the required audited financial
statements and annual budget on or prior to November 24, 2004.

The Company has also notified the trustee under the indenture
governing its 8-1/4% senior subordinated notes due 2013 of the
Company's failure to comply with the covenant requiring it to
furnish to the noteholders on a timely basis, its annual report
and audited financial statements for the fiscal year ended July
31, 2004. Delivery of this notice does not create an event of
default under the indenture or acceleration of the notes. An event
of default will only occur after the Company receives notice of
the default from the trustee and fails to comply with the covenant
60 days after receipt thereof.

Additionally, the Company is in discussions with its lenders under
the credit agreement to permanently waive the defaults mentioned
above and modify the financial covenants for future reporting
periods. The Company expects to achieve this on or prior to
November 24, 2004.

                        About the Company

Pinnacle Foods Group Inc. is a leading producer, marketer and
distributor of high-quality branded food products in the frozen
foods and dry foods segments. The frozen foods segments consists
primarily of Swanson(R) frozen dinners, entrees and breakfasts;
Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt Jemima(R)
frozen breakfasts and Lender's(R) bagels. The dry foods segment
consists primarily of Vlasic(R) pickles, peppers and relish;
Duncan Hines(R) baking mixes and frostings and Mrs.
Butterworth's(R) and Log Cabin(R) syrups and pancake mixes.


PNC MORTGAGE: Fitch Junks Six Classes & Rates Seven Classes Low-B
-----------------------------------------------------------------
Fitch Ratings affirmed and taken rating action on these PNC
Mortgage Securities Corp. issues:

   * Series 1998-7 Group 1

     -- Class I-A affirmed at 'AAA';
     -- Class I-B-1 affirmed at 'AAA';
     -- Class I-B-2 affirmed at 'AAA';
     -- Class I-B-3 affirmed at 'AAA';
     -- Class I-B-4 upgraded to 'AAA' from 'AA+';
     -- Class I-B-5 upgraded to 'A+' from 'A'.

   * Series 1998-7 Group 2

     -- Class II-A affirmed at 'AAA';
     -- Class II-B-1 affirmed at 'AAA';
     -- Class II-B-2 affirmed at 'AAA';
     -- Class II-B-3 upgraded to 'AA+' from 'AA';
     -- Class II-B-4 upgraded to 'BBB-' from 'BB';
     -- Class II-B-5 affirmed at 'B'.

   * Series 1998-14 Groups 1 & 2

     -- Classes I-A, II-A affirmed at 'AAA';
     -- Class C-B-1 affirmed at 'AAA';
     -- Class C-B-2 affirmed at 'AAA';
     -- Class C-B-3 upgraded to 'AAA' from 'AA';
     -- Class C-B-4 upgraded to 'AA' from 'A';
     -- Class C-B-5 upgraded to 'BBB' from 'BB+' .

   * Series 1998-14 Groups 3, 4, & 5

     -- Classes III-A, IV-A, V-A affirmed at 'AAA';
     -- Class D-B-1 affirmed at 'AAA';
     -- Class D-B-2 affirmed at 'AAA';
     -- Class D-B-3 upgraded to 'AA' from 'A';
     -- Class D-B-4 affirmed at 'BB';
     -- Class D-B-5 remains at 'CCC'.

   * Series 1999-4 Group 1

     -- Classes I-A, IV-A affirmed at 'AAA';
     -- Class C-B-1 affirmed at 'AAA';
     -- Class C-B-2 affirmed at 'AAA';
     -- Class C-B-3 upgraded to 'AAA' from 'AA';
     -- Class C-B-4 upgraded to 'AA' from 'A+';
     -- Class C-B-5 upgraded to 'BBB' from 'BB+'.

   * Series 1999-4 Group 2

     -- Classes II-A, III-A affirmed at 'AAA';
     -- Class D-B-1 affirmed at 'AAA';
     -- Class D-B-2 upgraded to 'AAA' from 'AA';
     -- Class D-B-3 upgraded to 'AA' from 'A';
     -- Class D-B-4 affirmed at 'BB';
     -- Class D-B-5 remains at 'CC'.

   * Series 1999-5 Group 1

     -- Class I-A affirmed at 'AAA';
     -- Class I-B-1 affirmed at 'AAA';
     -- Class I-B-2 affirmed at 'AAA';
     -- Class I-B-3 upgraded to 'AAA' from 'AA';
     -- Class I-B-4 upgraded to 'AA' from 'A+';
     -- Class I-B-5 upgraded to 'BBB+' from 'BBB-'.

   * Series 1999-5 Group 2

     -- Classes II-A, III-A, IV-A affirmed at 'AAA';
     -- Class C-B-1 affirmed at 'AAA';
     -- Class C-B-2 upgraded to 'AAA' from 'AA';
     -- Class C-B-3 upgraded to 'AA+' from 'AA';
     -- Class C-B-4 affirmed at 'BB';
     -- Class C-B-5 remains at 'CCC'.

   * Series 1999-6

     -- Classes I-A, II-A affirmed at 'AAA';
     -- Class C-B-1 affirmed at 'AAA';
     -- Class C-B-2 affirmed at 'AAA';
     -- Class C-B-3 upgraded to 'AAA' from 'AA';
     -- Class C-B-4 upgraded to 'AA+' from 'AA';
     -- Class C-B-5 affirmed at 'A'.

   * Series 1999-8 Group 1

     -- Class I-A affirmed at 'AAA';
     -- Class I-B-1 affirmed at 'AAA';
     -- Class I-B-2 affirmed at 'AAA';
     -- Class I-B-3 upgraded to 'AAA' from 'AA';
     -- Class I-B-4 upgraded to 'AA' from 'A';
     -- Class I-B-5 upgraded to 'A' from 'BB-'.

   * Series 1999-8 Group 2

     -- Classes II-A, III-A, IV-A, V-A affirmed at 'AAA';
     -- Class C-B-1 affirmed at 'AAA';
     -- Class C-B-2 upgraded to 'AAA' from 'AA';
     -- Class C-B-3 upgraded to 'AAA' from 'AA';
     -- Class C-B-4 affirmed at 'BB';
     -- Class C-B-5 remains at 'CC'.
     
   * Series 1999-11

     -- Classes I-A, II-A, III-A, IV-A affirmed at 'AAA';
     -- Class D-B-1 affirmed at 'AAA';
     -- Class D-B-2 upgraded to 'AAA' from 'AA';
     -- Class D-B-3 affirmed at 'AA';
     -- Class D-B-4 affirmed at 'BB';
     -- Class D-B-5 remains at 'CC'.

   * Series 1999-12

     -- Classes I-A, II-A, III-A affirmed at 'AAA';
     -- Class D-B-1 affirmed at 'AAA';
     -- Class D-B-2 affirmed at 'AAA';
     -- Class D-B-3 upgraded to 'AA' from 'A+';
     -- Class D-B-4 affirmed at 'BB';
     -- Class D-B-5 remains at 'C'.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations and affect approximately
$330 million of certificates.

The upgrades reflect an increase in credit enhancement relative to
future loss expectations and affect approximately $61 million of
certificates.

The transactions above have collateral remaining in the pool
ranging from 3% to 12% of the original collateral amount.


POCONO INCREDIBLE: Court Converts Chapter 11 Case to Chapter 7
--------------------------------------------------------------       
The Honorable Cecelia G. Morris of the U.S. Bankruptcy Court for
the Southern District of New York entered an order on October 21,
2004, approving a motion by Eric J. Small, Esq., on behalf of the
United States Trustee, to convert Pocono Incredible Inn, Inc.'s
Chapter 11 bankruptcy case to a Chapter 7 liquidation proceeding.

Judge Morris also approved the U.S. Trustee's motion to transfer
the venue of the Debtor's Chapter 7 case to the Middle District of
Pennsylvania, Wilkes-Barre Division.

Judge Morris based her decision on eight facts cited by the U.S.
Trustee in his motion:

    a) the U.S. Trustee had been unable to appoint a creditors
       committee for the Debtor's chapter 11 case;

    b) the Debtor had not filed the schedules of assets and
       liabilities and statements of financial affairs and
       executory contracts required by Section 521 of the
       Bankruptcy Code and Federal Rule of Bankruptcy Procedure
       1007(b), and these documents were required to be filed no
       later than September 7, 2004;

    c) the Debtor had not filed any application for retention of
       counsel pursuant to Section 327(a) of the Bankruptcy Code
       had been filed, nor has any statement pursuant to Federal
       Rule of Bankruptcy Procedure 2016(b) been filed, and the
       2016(b) statement was required to be filed no later than
       September 7, 2004;

    d) The Debtor had not filed the affidavit required by Local
       Bankruptcy Rule 1007-2, which was required to be filed with
       the Chapter 11 petition;

    e) The Debtor had not filed a copy of a corporate
       resolution authorizing the filing of its chapter 11 case or
       the Corporate Ownership statement required by Bankruptcy
       Rule 1007(a)(1) since the Petition Date;

    f) the Debtor had not produced any proof of insurance or the
       opening of debtor-in-possession bank accounts since the
       Petition Date;

    g) the Debtor had not filed a plan and disclosure statement
       since the Petition Date; and

    h) the Debtor's assets, place of business and almost all
       creditors are in Pennsylvania.

The Court concluded that these facts demonstrated bad faith on the
part of the Debtor and an attempt to cause an unreasonable delay
in its bankruptcy proceedings that is prejudicial to creditors.
These facts constituted cause to convert the Debtor's chapter 11
case pursuant to Section 1112(b) of the Bankruptcy Code.

The Bankruptcy Clerk in the Middle District of Pennsylvania
received Pocono Incredible Inn, Inc.'s chapter 7 case on
October 25, 2004, and assigned it to the Honorable John J. Thomas.  

Robert N. Opel, II, is the chapter 7 trustee.  Mr. Opel can be
reached at (570) 288-7800 or robert.opel@verizon.net  

Headquartered in Fort Montgomery, New York, Pocono Incredible
operates a resort on 60 acres of naturally wooded countryside  
beside Lake Tammany. The Company filed for chapter 11 protection  
on August 23, 2004 (Bankr. S.D.N.Y. Case No. 04-37012 transferred
to Bankr. M.D. Pa. Case No. 04-55268). The Court converted the
case to a chapter 7 proceeding on October 21, 2004.  John A. Poka,
Esq., of Milford, Pennsylvania represents the Debtor.  When the
Debtor filed for chapter 11 protection, it listed more than $100
million in estimated assets and debts.  


PPM AMERICA: Moody's Junks Three Classes of Senior Notes
--------------------------------------------------------
Moody's Investors Service is lowering four classes of Notes co-
issued by PPM America Structured Finance CBO I Ltd. and PPM
America Structured Finance CBO I Corp.:

   (1) The U.S.$256,500,000 Class A-1 Floating Rate Senior Notes
       Due 2030;

   (2) The U.S.$12,500,000 Class A-2A Fixed Rate Senior
       Subordinated Notes Due 2035;

   (3) The U.S.$5,000,000 Class A-2B Fixed Rate Senior
       Subordinated Notes Due 2035; and

   (4) The U.S.$10,000,000 Class B Fixed Rate Senior Subordinated
       Notes Due 2035.

Moody's noted that this rating action largely reflected the
Issuer's exposure to credit migration and the deferral of interest
of the underlying assets.  According to the trustee report dated
on October 01, 2004, Class A-1, Class A-2 and Class B
Overcollateralization Tests are below 100%, and the Weighted
Average Rating Factor Test is 2573 vs. (450 limit).

PPM America Inc. is the Collateral Manager for the transaction.

Rating Action: Downgrade and Review for Possible Downgrade

Issuer: PPM America Structured Finance CBO I Ltd.

The ratings of these classes of notes were lowered.

Description:     U.S. $256,500,000 Class A-1 Floating Rate Senior
                 Notes Due 2030.
Previous Rating: Aa3 (under review for possible downgrade)
Current Rating:  A3 (under review for possible downgrade)

Description:     U.S. $12,500,000 Class A-2A Fixed Rate Senior
                 Notes Due 2035.
Previous Rating: Ba3 (under review for possible downgrade)
Current Rating:  Caa2 (under review for possible downgrade)

Description:     U.S. $5,000,000 Class A-2B Floating Rate Senior
                 Subordinated Notes Due 2035.
Previous Rating: Ba3 (under review for possible downgrade)
Current Rating:  Caa2 (under review for possible downgrade)

Description:     U.S. $10,000,000 Class B Fixed Rate Senior
                 Subordinated Notes Due 2035.
Previous Rating: Caa3 (under review for possible downgrade)


PRESIDION CORP: Subsidiary Gets Commitment for New Financing
------------------------------------------------------------
Presidion Solutions (OTC Bulletin Board: PSDI), a wholly owned
subsidiary of Presidion Corporation, has executed a letter of
intent with Mirabilis Ventures, Inc. Mirabilis will receive, upon
executing a definitive agreement, $25 million in preferred equity
for the assumption of certain liabilities. Additionally, Mirabilis
will provide for the collateralization of insurance programs and
the collateral to restructure certain debt obligations. The
parties also anticipate adding additional members to Presidion's
Board of Directors. The transaction is expected to close on or
before January 1, 2005.

Craig A. Vanderburg, President and CEO of Presidion Solutions said
the partnership with Mirabilis Ventures represents a significant
step forward in Presidion's growth strategy. "After having
implemented our acquisition strategy, we are concentrating on
improving our infrastructure and strengthening our client base. We
are pleased to find a solid financial partner that clearly
understands our corporate vision. The financial provisions of our
agreement are expected to allow Presidion to restructure its debt,
strengthen the balance sheet and improve future cash flow.
Mirabilis also provides us with an additional pipeline to new
clients through its affiliations with other companies. We
anticipate to be in a stronger financial position moving forward
and are focused on building Presidion into a progressive leader in
the Professional Employer Organization (PEO) industry," Vanderburg
said.

"Presidion Solutions has an experienced management team, a solid
client base and sound growth prospects," said Yaniv Amar, Managing
Principal of Mirabilis Ventures. "Presidion also has the
appropriate platform to leverage future growth, and is a strong
fit to achieve our strategic goals. We are pleased to have
Presidion as a partner and look forward to a long-term
relationship."

                    About Mirabilis Ventures
  
Mirabilis Ventures is a leading provider of financial and
investment services. Mirabilis utilizes a unique blend of multiple
disciplines enhancing national and global expertise in specialized
industries and creating a strong reserve of capital and knowledge
in one exceptional network. For more information, visit
http://www.mirabilisventures.com/

                        About Presidion

Presidion Solutions, a wholly owned subsidiary of Presidion
Corporation, is one of the largest Professional Employer
Organizations (PEO) in the United States. With more than 2,000
client companies, Presidion provides human resources, regulatory
compliance and employee benefits management services to
approximately 30,000 worksite employees. The Company has
operational facilities in Florida, Georgia, South Carolina and
Michigan. For more information, visit http://www.presidion.com/

Presidion Corporation offers a broad range of services, including
human resource administration, employer regulatory compliance
management, employee benefits administration, risk management
services and employer liability protection and payroll
administration.

At June 30, 2004, Presidion Corporation's balance sheet showed a
$2,550,029 stockholders' deficit, compared to $514,035 deficit at
Dec. 31, 2003.


PROSOFTTRAINING: Grant Thornton Expresses Going Concern Doubts
--------------------------------------------------------------
Grant Thornton LLP completed its audit of ProsoftTraining's
financial statements for the fiscal year ending July 31, 2004, on
Sept. 24, 2004.  Grant Thornton says that there is substantial
doubt about the Company's ability to continue as a going concern.

                     Complex Financing Deals

In August 2004, the Company raised $1.35 million from the sale of
Secured 8% Convertible Notes to DKR SoundShore Oasis Holding Fund
Ltd.  In October 2001, the Company received $2.5 million from Hunt
Capital Growth Fund II, L.P., in exchange for a Subordinated
Secured Convertible Note.  The Subordinated Secured Note is
secured by all of the assets of the Company, is due in 2006,
carries a 10% coupon, and does not require any interest payments
until maturity.  The Note is convertible into Common Stock of the
Company at $0.795 per share. Hunt Capital may accelerate the
maturity of the Note upon certain events, including a sale or
change of control of the Company or an equity financing by the
Company in excess of $2.5 million.  In addition, as further
consideration for the investment, Hunt Capital received the right
to certain payments upon a sale of the Company in a transaction
whose value falls below $145 million.  The potential payment is
$1 million unless the transaction value falls below $60 million at
which point the payment would grow on a pro-rata basis to
$4.5 million if the transaction value falls below $10 million.  
The Indentures governing the Subordinated Secured Convertible Note
and the Secured 8% Convertible Notes require that the Company
maintain the listing and trading of its common stock on either the
Nasdaq National Market or the Nasdaq SmallCap Market.  If the
Company is unable to maintain the trading of its common stock on
Nasdaq, the Company will be in default on the listing requirement
covenant in the note agreements. Such a default provides the
holders of the notes with the ability to require immediate
repayment of the principal and interest then owed under the notes.  
These acceleration provisions fuel Grant Thornton's doubts.  

                    What ProsoftTraining Does

ProsoftTraining (Nasdaq:POSO), based in Phoenix, Arizona, develops
content for, and distributes one of the largest libraries of,
Information and Communications Technology curriculum in the world.  
Content revenue is derived from the sale of course materials in
the form of books, CD-ROMs, self-study kits, assessment products,
Internet-based course books, royalties and content licenses. The
Company derives the majority of its content revenue from the sales
of course books and related materials. Content licenses represent
a minor portion of the Company's revenue and are sold either on a
fee-per-use basis or for a one-time fee.  The Company's content is
focused on education and training for job-role and vendor-specific
certifications. Other products offered by Prosoft assist in
developing proficiency in specific computer programs, programming
languages or operating systems. As of July 2004, the Company's
library consisted of approximately 800 unique course titles
covering software and hardware products, programming, and
certification programs such as, A+, Network+, Microsoft, Linux,
Cisco, Sun and the Company's proprietary certification programs
including CIW, CCNT, and Convergent Technologies Professional.  
Many of these titles are produced in multiple learning modalities
such as instructor-led training, Web-based training, and computer-
based training and often include supplementary assessment
products.  These products are also sold combined into a "blended
learning" offering called Classroom-in-a-Box.  Both the content
and certification business segments are highly competitive and
there currently are only minor economic barriers to entry into
either business.  Prosoft faces competition from many other
companies offering training and certification services and
products, including the internal training departments of
corporations and publishing units of large corporations.  Prosoft
competes in general ICT skills courseware with Element K, Thomson
Learning and Pearson LLC, each of which has one or more
subsidiaries that sells courseware.  The trade association CompTIA
offers i-Net+, a certification that competes directly with
Prosoft's CIW Associate certification.  Trade associations such as
the World Organization of Webmasters have released certification
exams that compete with aspects of Prosoft's certification
programs. Individuals can and often do earn multiple
certifications, and Prosoft's certifications focus on job skills
rather than product-specific curricula offered by Microsoft, Cisco
and other large vendors.  To find out more, visit
http://www.ProsoftTraining.com/http://www.ComputerPREP.com/  
http://www.CIWcertified.com/and http://www.CTPcertified.com/

                      Cost-Cutting Measures

As of September 30, 2004, the Company operates out of two leased
facilities in Phoenix, Arizona, and Limerick, Ireland.  The
Phoenix location is Prosoft's headquarters, which provides a
location for executive and administrative offices and serves
content development activities, sales, content publishing, IT,
certification and customer service purposes.  The Limerick
facility serves sales and customer service purposes.  Prosoft
closed its offices in Eden Prairie, Minnesota, and Santa Ana,
California, in Fiscal 2004.  During fiscal years 2004 and 2003,
the Company reduced its headcount and operating expenses in
response to lower revenues.  As a result of these actions, the
Company's losses and uses of cash have narrowed.  

                          Failed Merger
  
On February 22, 2004, Prosoft entered into a definitive merger
agreement with Trinity Learning Corporation, with the intent of
merging with Trinity to create a global learning company.  That
deal fell apart and on July 23, 2004, Prosoft and Trinity
announced they had mutually agreed to terminate the merger
agreement between the companies.

                        Financial Snapshot

ProsoftTraining generated $8 million in revenue in Fiscal 2004 and
reported a $1.5 million loss in the same period.  At July 31,
2004, the Company's balance sheet shows $8.6 million in assets and
$4.7 million in total liabilities.  ProsoftTraining had $500,000
of cash on hand at July 31.  

The Troubled Company Reporter initiated coverage about
ProsoftTraining in March 2003.  


RCN CORP: Wants to Ratify Commitments for 2nd Lien Notes
--------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 18, 2004, RCN
Corporation and certain of its subsidiaries filed an Amended
Plan and Disclosure Statement on Oct. 12, 2004. At the
Oct. 13, 2004 hearing, Judge Drain finds that the Debtors'
Amended Disclosure Statement contains adequate information within
the meaning of Section 1125 of the Bankruptcy Code. Accordingly,
the Court approves the Debtors' Amended Disclosure Statement.

Deutsche Bank Securities, Inc., on May 24, 2004, committed to
provide the Debtors a new senior exit financing facility.  
Pursuant to a commitment letter, Deutsche Bank would provide an
exit facility comprised of two components:

   (a) a senior first lien secured credit facility in the
       principal amount of $285 million plus a $25 million letter
       of credit facility; and

   (b) second lien floating rate notes in the principal amount of
       $150 million.

Shortly after the Petition Date, the Court approved the Deutsche
Bank Commitment Letter and the Debtors' payment of related fees
and expenses.

              Alternative Exit Financing Scenarios

In their Disclosure Statement, the Debtors indicated that they
were considering alternative exit financing structures, which, if
implemented, would alter certain terms of the Exit Facility.  One
alternative exit financing scenario that the Debtors have
explored since August 2004 entails the issuance of second lien
notes that are convertible into common stock of Reorganized RCN
in lieu of the Second Lien Notes contemplated by the Exit
Facility.

This alternative was first brought to the Debtors' attention
during late July 2004 in the form of a proposal from D.E. Shaw
Laminar Lending 2, Inc., a significant financial institution who
is not a creditor of the estates.  The proposal contemplated
Laminar's acquisition of a majority of the Convertible Second-
Lien Notes, with the balance to be purchased by other investors.

In the following weeks, the Debtors had discussions with Laminar
about its proposal, and also with members of the Official
Committee of Unsecured Creditors about the possibility of their
agreeing to purchase Convertible Second Lien Notes offered to,
and not purchased by, other RCN creditors.  The Debtors and their
advisors also contacted other non-creditor institutions with
respect to the Convertible Second Lien Notes.  Additionally,
certain of the Debtors' general unsecured creditors, other than
the members of the Creditors' Committee, expressed significant
interest in serving as placement agent with respect to, and
purchasing, the Convertible Second Lien Notes.

Under each of these various scenarios, up to $150 million
principal amount of Convertible Second Lien Notes would be issued
either to Deutsche Bank or another financial institution
acceptable to the Debtors and the Creditors' Committee, who would
serve as initial purchaser or placement agent with respect to the
Convertible Second Lien Notes.  The Debtors contemplated that the
Convertible Second Lien Notes would be offered by the placement
agent to "accredited investors," as that term is defined pursuant
to the Securities Act of 1933, in a transaction intended to
qualify as a private placement under Section 4(2) of the
Securities Act.

To facilitate issuance of Convertible Second Lien Notes, the
Debtors asked certain Committee members to provide commitments to
purchase any Convertible Second Lien Notes offered for resale to,
and not purchased by, other general unsecured creditors.  The
Debtors contemplated that up to 49% of any Convertible Second
Lien Notes would be offered for sale to general unsecured
creditors who qualify as accredited investors, subject to change
as necessary in connection with syndication efforts with respect
to the Senior First-Lien Financing.

       Commitments for the Convertible Second Lien Notes

Since the approval of the Disclosure Statement, the Debtors have
continued their discussions with Laminar, the Committee members,
other general unsecured creditors, and Deutsche Bank about the
Convertible Second Lien Notes.  Based on the discussions, the
Debtors finalized the key terms upon which Reorganized RCN will
issue Convertible Second Lien Notes.

Pursuant to the parties' agreements:

   (1) Deutsche Bank will serve as placement agent with respect
       to the Convertible Second Lien Notes pursuant to a form of
       placement agent agreement to be agreed to by the parties.
       As compensation for its services, and subject to certain
       adjustments, Deutsche Bank will be entitled to a placement
       fee equal to no more than 1.5% of the aggregate amount of
       Convertible Second Lien Notes sold by Deutsche Bank, plus
       reasonable out-of-pocket costs and expenses, including the
       costs of counsel.  The Debtors will facilitate the
       offering of Convertible Second Lien Notes by furnishing to
       Deutsche Bank a list of holders of general unsecured
       claims that the Debtors believe qualify as accredited
       investors.

   (2) Laminar will purchase up to $100 million principal amount
       of the Convertible Second Lien Notes pursuant to a
       commitment letter.  The parties agree that up to 49% of
       the Convertible Second Lien Notes will be offered for sale
       to general unsecured creditors who qualify as accredited
       investors.  Laminar's commitment amount may be reduced to
       the extent the Convertible Second Lien Notes are purchased
       by the creditors.

   (3) certain Committee members, under separate commitment
       letters, pledge to purchase Convertible Second Lien Notes
       offered for resale to, and not purchased by, other general
       unsecured creditors:

       -- Romulus Holdings, Inc., and its affiliates will
          purchase up to $10 million in Convertible Second Lien
          Notes;

       -- Tudor Investments Corporation will purchase up to
          $29 million in Convertible Second Lien Notes; and

       -- York Capital Management will purchase up to $11 million
          in Convertible Second Lien Notes.

The Debtors currently are in discussions with Deutsche Bank about
the possibility of the Senior First-Lien Financing amount being
increased by another $25 million pursuant to, and in accordance
with, the Deutsche Bank Commitment Letter.  If the increase
occurs, then the aggregate amount of Convertible Second Lien
Notes will be reduced from $150 million to $125 million.  The
amount of the Convertible Second Lien Notes to be purchased by
Laminar and the Committee members accordingly will be reduced.

           Terms of the Convertible Second Lien Notes

The Convertible Second Lien Notes will be issued pursuant to an
indenture by way of a private placement.  Pertinent terms of the
Convertible Second Lien Notes are:

Interest:             Interest on the Convertible Second Lien
                       Notes will be equal to 7.5% per annum,
                       plus 2.0% per annum on overdue principal,
                       interest, and other amounts.  This rate
                       compares favorably to that contemplated by
                       the original Second Lien Notes, which was
                       equal to the Eurodollar rate plus 8%.

Maturity:             The final maturity date of the Convertible
                       Second Lien Notes will be 7-1/2 years from
                       the effective date of the Plan and the
                       closing on the Exit Facility.

Guarantees:           Each direct and indirect domestic
                       subsidiary of RCN Corp. that guarantees
                       the Senior First-Lien Financing will
                       provide an unconditional guaranty of all
                       amounts owing under the Convertible
                       Second Lien Notes.

Security/Collateral:  RCN Corp. and each guarantor will grant
                       valid and perfected second-priority
                       "silent" liens and security interests in
                       the collateral that initially secures the
                       Senior First-Lien Financing, which is
                       comprised of substantially all property of
                       each of RCN Corp. and each guarantor, as
                       further described in an intercreditor
                       agreement to be finalized between the
                       parties.

Conversion:           Each $1,000 face amount of Convertible
                       Second Lien Notes will be initially
                       convertible into 41.6667 shares of new
                       common stock of Reorganized RCN.  This
                       conversion ratio represents an initial
                       conversion premium of 20% of the assumed
                       initial stock price of $20 per share, or
                       a $24 initial conversion price.  If the
                       Debtors acquire all membership interests
                       in Starpower Communications, LLC, not
                       currently owned by them then:

                       (1) each $1,000 face amount of Convertible
                           Second Lien Notes will be initially
                           Convertible into 39.7456 shares of
                           Reorganized RCN new common stock;

                       (2) the assumed initial stock price will
                           be $20.97 per share; and

                       (3) the initial conversion price will be
                           $25.16 per share.

Maximum First Lien
Debt under the
Intercreditor
Agreement:            Greater of (i) 4x LTM EBITDA, determined
                       on the basis of the most recently
                       available financial statements at the time
                       of incurrence of the debt, and (ii)
                       $380,000,000 or $400,000,000 if Starpower
                       is acquired and financed with additional
                       first lien debt.

                       In either case, plus an additional basket
                       for first lien debt equal to 10% of the
                       aggregate First-Lien Credit Facility
                       commitment as originally in effect.

                       Hedges and swaps with respect to an
                       aggregate notional amount not in excess of
                       $325 million -- Aggregate H/S Amount --
                       with the lenders under the First-Lien
                       Credit Facility will not be subject to
                       this aggregate amount.  Hedges and swaps
                       in excess of the Aggregate H/S Amount will
                       be subject to the disclosed limit.

                       At the time RCN Corp. enters into hedges
                       and swaps, the lender will receive a
                       representation from RCN Corp. that it is
                       within the limitation and that lender will
                       be entitled to the security and benefits
                       of the Intercreditor Agreement regardless
                       of a subsequent determination to the
                       contrary.

Liens:                No other second lien debt permitted.

                       No junior liens other than:

                       (1) a lien granted to Evergreen in the
                           initial principal amount of up to
                           $35,000,00 or as determined by the
                           Court at the Confirmation Hearing; and

                       (2) junior liens permitted by First-Lien
                           Credit Facility which will be mutually
                           agreed upon by the Purchasers, RCN
                           Corp. and the lenders under the
                           First-Lien Credit Facility.

                       No liens senior to the Second Lien Notes,
                       other than:

                       (x) senior liens for the First-Lien Credit
                           Facility; and

                       (y) liens permitted by the First-Lien
                           Credit Facility which will be mutually
                           agreed upon by the Purchasers, RCN
                           Corp. and the lenders under the First-
                           Lien Credit Facility.

Restricted
Payments:             No restricted payments in excess of the
                       sum of:

                       * 50% of cumulative consolidated net
                         income of RCN Corp. from the Closing
                         Date;

                       * 100% of the net proceeds from equity
                         issuances of Reorganized RCN from the
                         Closing Date; plus

                       * $10,000,000 basket,

                       subject to change to be consistent with
                       the First-Lien Credit Facilities.

Other Covenants:      The documentation for the Second Lien
                       Notes will contain modified high yield
                       covenants to be mutually agreed upon by
                       the Purchasers, RCN Corp. and the lenders
                       under the First-Lien Credit Facility.  The
                       covenants and defaults and cures will, in
                       no case, be more restrictive to RCN Corp.
                       than those set forth in the First-Lien
                       Credit Facilities.

Governance:           Laminar will receive the right, but not
                       the obligation, to nominate one qualified
                       candidate for election as a director of
                       RCN Corp.  The Director's term will begin
                       on the Plan Effective Date and the closing
                       of the Exit Facility.  That Director will
                       be included as a nominee in RCN Corp.'s
                       proxy statement.

                       If Laminar does not actually purchase
                       Convertible Second Lien Notes at the
                       closing, Laminar will no longer have this
                       right.  This right will continue through
                       the closing date and for as long as
                       Laminar and its affiliates and designees
                       continue to hold at least 40% of the
                       outstanding Convertible Second Lien Notes.

                       Any director serving at the nomination of
                       Laminar after Laminar and its affiliates
                       no longer hold at least 40% of the
                       outstanding Convertible Second Lien Notes
                       will be subject to replacement in
                       accordance with RCN Corp.'s certificate of
                       incorporation and bylaws.  Upon resale of
                       the Convertible Second Lien Notes by
                       Laminar, this right will not be
                       transferable.

Change of Control:     Each holder of Convertible Second Lien
                       Notes will be entitled to require RCN
                       Corp. to repay the Convertible Second Lien
                       Notes held by the holder at 101% of the
                       principal amount, plus accrued interest,
                       upon the occurrence of a Change of
                       Control.

                       If on or before the third anniversary of
                       the Effective Date of the Plan and closing
                       on the Convertible Second Lien Notes, a
                       Change of Control will occur pursuant to
                       which 75% or more of the consideration for
                       the RCN Corp.'s common stock consists of
                       cash, property or securities that are not
                       listed on a national securities exchange
                       or quoted on a national interdealer
                       quotation system, the purchasers may
                       require RCN Corp. to repurchase the
                       Convertible Second Lien Notes held by the
                       purchasers at 107% of the principal
                       amount, plus accrued and unpaid interest.

                       After the third anniversary date, only the
                       repurchase option at 101% will apply.

Commitment Fee:       Each of Laminar and the Committee members
                       will receive a commitment fee of 1.0% of
                       the maximum face amount of their initial
                       commitments upon approval of the
                       commitment letters.

Termination:          The commitments for the Convertible
                       Second Lien Notes will terminate on
                       January 31, 2005, unless:

                       (1) definitive documentation with respect
                           to the Convertible Second Lien Notes
                           has been executed and delivered;

                       (2) the restructuring has been
                           consummated; and

                       (3) the Convertible Second Lien Notes have
                           been issued.

                       RCN Corp. is entitled to extend the
                       Expiration Date:

                       * on or before January 15, 2005, through
                         February 28, 2005, by paying a fee of
                         0.25% of the maximum face amount of the
                         initial commitments; and

                       * on or before February 15, 2005, through
                         March 31, 2005, by paying an additional
                         fee of 0.25% of the maximum face amount
                         of the initial commitments.

Indemnification:      Customary indemnities for the Purchasers.

D. Jansing Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in New York, asserts that the Debtors will derive
significant benefit from the economic terms of the Convertible
Second Lien Notes, including the net lower cost of funds, and in
locking in these commitments at this time.  The proposed terms of
the Convertible Second Lien Notes were agreed upon only after an
exhaustive marketing process that began months before the
Petition Date, and only after lengthy negotiations conducted at
arm's-length and in good faith.  The lower interest rate
contemplated by the Convertible Second Lien Notes compares
favorably to that contemplated by the original Second Lien Notes.  
The proposed fees and charges are within the parameters of market
fee structures for similar, extensively negotiated, financing
arrangements.

Mr. Baker further notes that at this time, commitments for the
Convertible Second Lien Notes also will assist Deutsche Bank as
it commences the process of syndicating, and obtaining
commitments for, the Senior First-Lien Financing.  Prospective
participants in the Senior First-Lien Financing will know that
the junior financing provided by the Convertible Second Lien
Notes is fully committed, and that there is, therefore, no risk
to the Exit Facility that otherwise may be the case without the
commitments provided by Laminar and the Committee members.

The Debtors, hence, ask the Court to approve:

   (a) the commitment letters by Laminar and certain Committee
       members with respect to the purchase of Convertible Second
       Lien Notes; and

   (b) their Placement Agent Agreement with Deutsche Bank.

The Debtors also seek permission to pay all related fees and
expenses in connection with the commitment letters and the
Placement Agent Agreement.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications  
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)    


SALEM COMMS: Earns $2.6 Million of Net Income in Third Quarter
--------------------------------------------------------------
Salem Communications Corporation (Nasdaq: SALM), the leading radio
broadcaster focused on Christian and family themes programming,
reported results for the third quarter ended September 30, 2004.

Commenting on these results, Edward G. Atsinger III, President and
CEO said, "Our third quarter 2004 net broadcasting revenue and
station operating income growth of 11.0% and 18.8%, respectively,
will, once again, significantly exceed the performance of the
overall radio industry. This strong performance is fueled by
growth at our start-up and developing stations, in particular, our
Contemporary Christian Music stations which achieved an increase
of 16.5% in net broadcasting revenue and 36.0% in station
operating income compared to last year."

Mr. Atsinger continued, "Additionally, during the quarter we
announced a radio station exchange with Univision Communications,
Inc. This station exchange presents a unique opportunity for Salem
to expand our presence in four attractive major markets --
Chicago, Houston, Dallas and Sacramento. This transaction upgrades
our station group, offers an opportunity to significantly improve
the return from two stations which have been underperforming, and
enhances our network business by providing strong anchor
affiliates in Chicago and Houston, the third and seventh largest
markets in the country, respectively."

                     Third Quarter 2004 Results

For the quarter ended September 30, 2004, net broadcasting revenue
increased 11.0% to $47.3 million from $42.6 million for the same
period last year. The company reported operating income of
$11.2 million for the quarter, compared with operating income of
$7.6 million for the comparable period in 2003.

The company reported net income of $2.6 million for the third
quarter of 2004, compared with net income of $1.5 million for the
same period last year. Net income for the third quarter of 2004
includes the following:

   -- Gain (net of tax) from discontinued operations of $0.2
      million, or $0.01 per diluted share; and

   -- Loss (net of tax) on disposal of assets of $1.9 million.  
      This non-cash charge is due to the write-off of certain
      property, plant and equipment no longer being used or owned
      by the company, which was identified by a physical inventory
      audit performed during the quarter.

Net income for the third quarter of 2003 included the following:

   -- Loss (net of tax) of $0.4 million from the cancellation of a
      contemplated debt offering; and

   -- Gain (net of tax) on disposal of assets of $0.2 million.

Station operating income increased 18.8% to $18.3 million for the
third quarter of 2004 from $15.4 million in the corresponding
period last year. Station operating income margin increased to
38.7% in the third quarter of 2004 from 36.2% in the third quarter
of 2003.

On a same station basis, net broadcasting revenue increased 10.6%
to $45.1 million and station operating income increased 22.6% to
$18.2 million for the third quarter of 2004 as compared to the
third quarter of 2003. Same station results have been favorably
impacted by net broadcasting revenue and station operating income
growth from the company's Contemporary Christian Music radio
stations and News/Talk radio stations.

EBITDA increased to $11.1 million in the third quarter of 2004
from $10.8 million in the third quarter of 2003. EBITDA for the
third quarter of 2004 includes a gain (net of income tax) of $0.2
million from discontinued operations and a loss on disposal of
assets of $3.1 million. EBITDA for the third quarter of 2003
included a write-off of $0.7 million from the cancellation of a
contemplated debt offering and a $0.3 million gain on disposal of
assets. Excluding these items, Adjusted EBITDA increased 26.9% to
$14.2 million for the third quarter of 2004 from $11.2 million in
the corresponding 2003 period.

Per share numbers for the third quarter results are calculated
based on 26,056,807 weighted average diluted shares for the
quarter ended September 30, 2004, and 23,583,244 weighted average
diluted shares for the comparable 2003 period.

                     Year to Date 2004 Results

For the nine months ended September 30, 2004, net broadcasting
revenue increased 10.8% to $138.2 million from $124.7 million for
the same period last year. The company reported operating income
of $31.1 million for the nine months ended September 30, 2004,
compared with operating income of $19.7 million for the same
period last year.

The company reported net income of $3.6 million, compared with a
net loss of $2.8 million for the same period last year. Net income
for the nine months ended September 30, 2004 includes the
following losses (net of tax):

   -- $1.9 million, or $0.07 loss per share, from the disposal of
      assets;

   -- $4.0 million, or $0.16 loss per share, from the early
      retirement of $55.6 million of the company's 9.0% senior
      subordinated notes due 2011; and

   -- $0.1 million from discontinued operations.

The net loss for the nine months ended September 30, 2003 included
the following losses:

   -- $4.0 million, or $0.17 loss per share, from the early
      retirement of $100 million of the company's 9.5% senior
      subordinated notes due 2007;

   -- $1.4 million, or $0.06 loss per share, for costs associated
      with a denied tower site and license upgrade; and

   -- $0.4 million, or $0.02 loss per share, from the cancellation
      of a contemplated debt offering.

Station operating income for the nine months ended September 30,
2004, increased 20.9% to $52.8 million from $43.7 million in the
corresponding 2003 period. Station operating income margin
increased to 38.2% for the nine months ended September 30, 2004,
from 35.0% in the same period in 2003.

On a same station basis, net broadcasting revenue increased 10.0%
to $134.3 million and station operating income increased 24.3% to
$53.0 million for the third quarter of 2004 as compared to the
same period in 2003.

EBITDA increased to $30.2 million for the nine months ended
September 30, 2004 from $22.4 million in the corresponding 2003
period. EBITDA for the nine months ended September 30, 2004
includes a loss of $2.9 million on disposal of assets, a loss of
$6.6 million from the early retirement of $55.6 million of the
company's 9.0% senior subordinated notes due 2011, and a loss (net
of income tax benefit) of $0.1 million from discontinued
operations. EBITDA for the nine months ended September 30, 2003
included a loss of $6.4 million from the early retirement of $100
million of the company's 9.5% senior subordinated notes due 2007,
a loss of $2.2 million for costs associated with a denied tower
site and license upgrade, a gain of $0.3 million on disposal of
assets, and a loss of $0.7 million write-off from the cancellation
of a contemplated debt offering. Excluding these items, Adjusted
EBITDA increased 27.5% to $40.1 million for the nine months ended
September 30, 2004 from $31.4 million in the corresponding 2003
period.

Per share numbers are calculated based on 25,049,018 weighted
average diluted shares for the nine months ended September 30,
2004, and 23,486,033 weighted average diluted shares for the
comparable 2003 period.

                   Fourth Quarter 2004 Outlook

For the fourth quarter of 2004, Salem is projecting net
broadcasting revenue between $48.5 million and $49.0 million. Net
income for the fourth quarter of 2004 is projected to be between
$0.13 and $0.15 per diluted share. Salem is projecting station
operating income between $18.0 million and $18.5 million for the
fourth quarter of 2004.

Fourth quarter 2004 outlook reflects the following:

   -- Start up costs associated with recently acquired stations in
      the Atlanta, Chicago, Cleveland, Dallas, Detroit, Honolulu,
      Houston and Sacramento markets as well as the launch of our
      new national morning program, Bill Bennett's "Morning in
      America(TM);"

   -- Costs associated with the introduction of News/Talk
      programming on our stations in Baltimore, Dallas,
      Philadelphia, San Antonio and San Francisco;

   -- The exchange of WZFS-FM in Chicago, IL and KSFB-FM in San
      Rafael, CA to Univision Communications, Inc. for KOBT-FM in
      Houston, TX, WIND-AM in Chicago, IL, KOSL-FM Sacramento, CA
      and KHCK-AM in Dallas, TX;

   -- Additional marketing investment at our Contemporary
      Christian Music stations in Atlanta, Dallas and Portland;

   -- Continued growth from Salem's underdeveloped radio stations
      particularly our Contemporary Christian Music radio stations
      and our News/Talk stations;

   -- Fourth quarter 2004 revenue growth in the mid to high single
      digits and same station revenue growth in the high single
      digits;

   -- Fourth quarter 2004 overall SOI growth in the low single
      digits, due to the impact of launch costs associated with
      recently acquired stations, and same station SOI growth in
      the low double digits; and

   -- Additional audit fees associated with the implementation of
      the requirements of Section 404 of the Sarbanes-Oxley Act of
      2002.

                     Full Year 2004 Outlook

For the full year of 2004, Salem is projecting net broadcasting
revenue of between $186.7 and $187.2 million. Salem is projecting
station operating income of between $70.8 and $71.3 million for
the full year of 2004.

Additionally, for 2004 as a whole, the company expects corporate
expenses of approximately $17.3 million. Salem also expects
acquisition related / income producing capital expenditures of
approximately $12 million and maintenance capital expenditures of
approximately $6 million. Acquisition related / income producing
capital expenditures include the purchase of an office building in
Honolulu that will allow the company to eliminate office rent
expense in that market, as well as the upgrade of our radio
station signals at WYLL-AM in Chicago, IL and WFSH-FM in Atlanta,
GA.

                          Balance Sheet

As of September 30, 2004, the company had net debt of $274.0
million and was in compliance with all of its covenants under its
credit facility and bond indentures. Salem's bank leverage ratio
was 4.6 as of September 30, 2004 versus a compliance covenant of
7.25. Salem's bond leverage ratio was 5.0 as of September 30,
2004, versus an incurrence covenant of 7.0.

Acquisitions

Since June 30, 2004, Salem has announced the following
acquisitions:

     * WRMR-AM (1420 AM) in Cleveland, OH for $10.0 million;

     * WKAT-AM (1360 AM) in Miami, FL for $10.0 million;

     * KAST-FM (92.9 FM) in Astoria, OR (Portland market) for $8.0
       million; and

     * KGBI-FM (100.7 FM) in Omaha, NE for $10.0 million ($8.0
       million cash and $2.0 million promotional consideration).

Additionally, since June 30, 2004, Salem has completed the
following acquisitions:

     * WDTK-AM (1400 AM) (previously WQBH-AM) in Detroit, MI for
       $4.8 million;

     * KHNR-FM (97.5 FM) (previously KPOI-FM) and KHUI-FM
       (99.5 FM) in Honolulu, HI for $3.7 million;

     * KIIS-AM (850 AM) in Thousand Oaks, CA for $0.8 million; and

     * Christianjobs.com, a faith-based Internet job-search
       business, for $0.4 million ($0.3 million cash and $0.1
       million promotional consideration).

Station Exchanges

Since June 30, 2004, Salem has announced the exchange of the
following radio stations:

   -- Stations to be Acquired via Exchange

        * WIND-AM (560 AM) in Chicago, IL;
        * KOBT-FM (100.7 FM) in Winnie, TX (Houston market);
        * KOSL-FM (94.3 FM) in Jackson, CA (Sacramento market);
        * KHCK-AM (1480 AM) in Dallas, TX; and
        * KGMZ-FM (107.9 FM) in Honolulu, HI.

   -- Stations to be Divested via Exchange

        * WZFS-FM (106.7 FM) in Des Plaines, IL (Chicago market);
   
        * KSFB-FM (100.7 FM) in San Raphael, CA (San Francisco
          market); and

        * KHNR-AM (650 AM) and KHCM-AM (940 AM) in Honolulu, HI.

                        About the Company

Salem Communications Corporation, headquartered in Camarillo,
California, is the leading U.S. radio broadcaster focused on
Christian and family themes programming. Upon the close of all
announced acquisitions, the company will own 103 radio stations,
including 66 stations in 24 of the top 25 markets. In addition to
its radio properties, Salem owns Salem Radio Network, which
syndicates talk, news and music programming to approximately 1,900
affiliated radio stations; Salem Radio Representatives, a national
sales force; Salem Web Network, the leading Internet provider of
Christian content and online streaming; and Salem Publishing, a
leading publisher of Christian themed magazines.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Standard & Poor's Ratings Services revised its outlook on Salem
Communications Corp. to stable from negative, based on the
company's improving financial profile. The 'B+' long-term
corporate rating on the company was affirmed.

The Camarillo, California-based radio broadcasting company had
total debt outstanding of approximately $284.4 million at
June 30, 2004.


SALEM COMMS: Names New Managers for Hawaii & Atlanta Operations
---------------------------------------------------------------
Salem Communications (Nasdaq:SALM), the leading radio broadcaster
focused on religious and family-themed programming, has named Mike
Moran Manager for the company's Atlanta cluster of stations. In
this newly created role, he will be involved in all aspects of the
operations of the stations and will report to General Manager and
Vice President of Operations Allen Power.

"I'm excited to have Mike joining our team here in Atlanta," Mr.
Power stated. "I've known him for a number of years and feel that
his wealth of experience and leadership track record will allow
him to make an important contribution to our cluster. This new
position will also allow me to focus more time and attention on my
corporate responsibilities."

Mr. Moran is a 27-year veteran of media and broadcasting, having
worked on the agency, rep firm, and station sides of the business.
Most recently he served as Vice President/Director of Media of
Leading The Way, the international media ministry of Dr. Michael
Youssef in Atlanta.

Mr. Moran said, "I am delighted at the opportunity to join Salem.
It is an impressive organization loaded with committed, talented
professionals. Allen and his team are building an excellent
cluster in Atlanta and it is a real privilege to join the team."

He assumes his new duties on November 1.

Atlanta cluster stations include WFSH-FM 104.7 The Fish, WNIV-AM
970 & 1400, and WGKA-AM 920.

          Hawaiian Subsidiary Appoints New Sales Managers

Salem Communications also announced a series of management
appointments made by Salem Media of Hawaii.

David Serrone moves from Sales Manager of Salem Media to the
position of General Sales Manager for all radio stations within
its Hawaii operation. David Kanyuck is promoted to Sales Manager
overseeing:

   -- 95.5 The Fish KAIM FM (Christian contemporary music),
   -- AM 760 KGU (Christian Teaching and Talk),
   -- AM 940 KHCM (Hawaii's Country music station), and
   -- Faith Talk Magazine.

Chuck Crossno is promoted to Sales Manager overseeing:

   -- 97.5 FM KHNR (News/Talk),
   -- 99.5 FM KHUI FM (The Breeze, Traditional Hawaiian Music) and
   -- the upcoming acquisition from Cox Radio of 107.9 FM KGMZ
      (Good Times and Great Oldies).

Michael Albano is promoted to Sales Manager overseeing Hawaii's
only Ad Mobile.

With this promotion, Mr. Serrone will assume direct operational
oversight of all aspects of the Hawaii radio, magazine and ad
mobile sales operation reporting directly to T.J. Malievsky, Vice
President and Operations Manager of Salem Communications.

Mr. Serrone has been the Sales Manager for Salem Media since
November 2002. Prior to that, he was a Senior Account Executive
for Salem shortly after joining the operation in July 2000. During
his career, he worked for such companies as Hyatt Regency Hotels
and Sterman Realty, located in Haleiwa. During Mr. Serrone's
tenure as Sales Manager for Salem, he has been an integral part of
the rollout of ad sales of the company's Christian Contemporary
Music format in Hawaii. Under his direction, 95.5 FM The Fish has
achieved excellence in client service and advertising revenue.
David Serrone currently resides in Waialua with his wife and three
children.

Mr. Kanyuck has been an Account Executive for Salem Media since
April 2002. Prior to working for Salem, he was Account Executive
at Buy n Sell Classifieds in Waipio, and Voicestream Wireless
located in Honolulu. MR. Kanyuck moved to Hawaii from Connecticut
in November 1995 after being discharged honorably from the USN
while serving as a Chaplain's Assistant. He currently resides in
Waipio with his wife and two-year old son.

Mr. Crossno has been active in radio and television since 1973. He
was the founder of CableNet Advertising, a Midwest Cable TV
advertising firm, and has sales and management experience in both
broadcast television and network radio. During his career, he has
worked for major media firms including Capitol Broadcasting,
Learfield Communications, Media General, Morris Communications and
Griffin Broadcasting.

Mr. Crossno currently serves on the Board of Directors of the
Hawaii Advertising Federation, and has been the recipient of the
American Advertising Federation's Silver Medal Award for lifetime
achievement in the advertising field. A native of Missouri, Chuck
Crossno relocated to Honolulu in early 2004, and currently resides
in Hawaii Kai.

Michael Albano has been with Salem Media since May of 2003. Prior
to joining Salem, he was a Sales Executive for the Saturn
Automobile Corporation from 1998. During his career he has worked
for major real estate firms including Century 21 and Washington
Business Brokers. Mr. Albano currently resides with his wife in
Kailua.

T.J. Malievsky, Vice President, congratulated Mr. Serrone, Mr.
Kanyuck, Mr. Crossno and Mr. Albano and said; "These individuals
all are leaders who have demonstrated their abilities in previous
fields, in their prior roles, and beyond. They bring a fresh
energy and depth of perspective that will be welcomed. Under the
continued direction of David Serrone, I am confident this team
will achieve great things for Salem and its loyal contingent of
clients, as we diversify our broadcast, outdoor and print media."
These appointments are effective immediately.

Salem Communications Corporation, headquartered in Camarillo,
Calif., is the leading U.S. radio broadcaster focused on religious
and family-themed programming. Upon the close of all announced
acquisitions, the company will own 102 radio stations, including
66 stations in 24 of the top 25 markets, mainly comprising three
primary formats: Christian Talk & Teaching; News/Talk; and
Contemporary Christian Music. In addition to its radio properties,
Salem owns Salem Radio Network, which syndicates talk, news and
music programming to over 1,600 affiliated radio stations; Salem
Radio Representatives, a national sales force; Salem Web Network,
the leading Internet provider of Christian content and online
streaming; and Salem Publishing, a leading publisher of Christian-
themed magazines. For more information, visit Salem
Communications' web site at http://www.salem.cc/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Standard & Poor's Ratings Services revised its outlook on Salem
Communications Corp. to stable from negative, based on the
company's improving financial profile. The 'B+' long-term
corporate rating on the company was affirmed.

The Camarillo, California-based radio broadcasting company had
total debt outstanding of approximately $284.4 million at
June 30, 2004.


SALON MEDIA: Will Hold Annual Stockholders' Meeting on Nov. 17
--------------------------------------------------------------
The annual meeting of the stockholders of Salon Media Group, Inc.
a Delaware corporation, will be held on November 17, 2004, at
11:00 a.m. local time, at the Company's principal offices located
at 22 Fourth Street, 11th Floor, San Francisco, California for
these purposes:

   (1) To elect:

         (i) three Class I directors to hold office for a term of
             one year and until their respective successors are
             elected and qualified,

        (ii) two Class II directors to hold a term of two years
             and until their respective successors are elected and
             qualified, and

       (iii) four Class III directors to hold a term of three
             years and until their respective successors are
             elected and qualified.

   (2) To approve the Salon Media Group, Inc. 2004 Stock Plan,

   (3) To consider and approve an amendment to the Company's
       Restated Certificate of Incorporation to increase the
       number of authorized shares of common stock from 50,000,000
       to 600,000,000.

   (4) To consider and approve up to four amendments to the
       Company's Restated Certificate of Incorporation to effect a
       reverse split of the Company's outstanding common stock by
       a ratio of between one-for-ten and one-for-twenty.

   (5) To consider, approve and ratify the appointment of Burr,
       Pilger & Mayer LLP as the Company's independent registered
       public accounting firm for the fiscal year ending March 31,
       2005.

   (6) To transact such other business as may properly come before
       the meeting.

Stockholders of record at the close of business on Oct. 19, 2004
are entitled to notice of and to vote at this meeting and any
adjournment or postponement.

                         *     *     *

Salon Media Group, Inc., is an Internet media company that
produces a content Website with eight primary subject-specific
sections and two online communities.  One of the sections provides
audio streaming.  Salon is based in San Francisco, Calif.  It was
originally incorporated in July 1995 in the State of California
and reincorporated in Delaware in June 1999.  

Salon's June 30, 2004, balance sheet shows $6.6 million in assets
and $5.7 million in liabilities.  Salon has incurred losses and
negative cash flows from operations since inception and has an
accumulated deficit at June 30, 2004, of more than $92 million.  
These factors raise substantial doubt about Salon's ability to
continue as a going concern, Burr, Pilger & Mayer LLP, Salon's
independent registered public accounting firm, says, echoing prior
going concern doubts aired in prior years by auditors at
PricewaterhouseCoopers LLP.


SHERWOOD FUNDING: Moody's Places Ba3 Rating on $23.375M Sub. Notes
------------------------------------------------------------------
Moody's Investors Service assigned ratings to six classes of notes
and two classes of combination securities issued by Sherwood
Funding CDO, Ltd.  The ratings assigned to the respective tranches
are as follows:

      (i) Aaa to the U.S. 357,500,000 A-1 Senior Secured Floating
          Rate Notes Due 2039;

     (ii) Aaa to the U.S. U.S. 82,500,000 A-2 Senior Secured
          Floating Rate Notes Due 2039;

    (iii) Aa2 to the U.S. 40,500,000 B-1 Senior Secured Floating
          Rate Notes Due 2039;

     (iv) Aa2 to the U.S. 3,500,000 B-2 Senior Secured Fixed Rate
          Notes Due 2039;

      (v) A2 to the U.S. 13,750,000 C Senior Secured Deferrable
          Floating Rate Notes Due 2039; and

     (vi) Baa2 to the U.S. 28,875,000 D Senior Secured Deferrable
          Floating Rate Notes Due 2039.

In addition, Moody's assigned ratings to the preferred shares
(subordination notes) and combination notes issued by Sherwood
Funding CDO, Ltd. as follows:

    (vii) Ba3 to the U.S. $23,375,000 Subordinated Notes,

   (viii) Baa2 to the U.S. $8,000,000 Class 1 Combination Notes
          Due 2039, and

     (ix) Baa2 to the U.S. $20,000,000 Class 2 Combination Notes
          Due 2039.

Moody's notes that the ratings of the Class A-1 Notes , Class A-2
Notes , Class B-1 Notes , Class B-2 Notes , Class C Notes , Class
D Notes and Class 1 Combination Notes address the ultimate cash
receipt of all required interest and principal payments required
by the governing documents and are based on the expected losses
posed to holders of the notes relative to the promise of receiving
the present value of such payments.  Moody's ratings of the
Subordinated Notes and the Class 2 Combination Securities address
the ultimate cash receipt of the Rated Balance, as defined in the
operative documents, and is based on the expected loss posed to
the holders of the Subordinated Notes and the Class 2 Combination
Securities relative to the promise of receiving the present value
of such payments;

The ratings reflect Moody's evaluation of the underlying
collateral as of the Closing Date, the transaction's structure,
the draft legal documentation, and the expertise of the Collateral
Manager, Church Tavern Advisors, LLC.

This transaction, underwritten by JPMorgan Chase and Morgan
Stanley, is a resecuritization of mostly Residential Mortgage
Backed Securities and other ABS securities.


SPEIZMAN INDUSTRIES: Proposes Liquidating Chapter 11 Plan
---------------------------------------------------------
Speizman Industries, Inc., delivered its liquidating plan of
reorganization and a disclosure statement explaining the plan to
the U.S. Bankruptcy Court for the Northern District of Georgia
last week.  The Honorable W. Homer Drake will review the adequacy
of the Disclosure Statement at a hearing on Dec. 9 to determine
whether the plan can be sent to creditors for a vote.  

Speizman Industries, Inc., will be substantively consolidated with
its Wink Davis Equipment Co., Todd Motion Controls, Inc. and
Speizman Yarn Equipment Co., Inc. subsidiaries.  A liquidating
trustee will be appointed pursuant to the Plan.  

SouthTrust Bank, the Company's secured lender, is owed around
$6.3 million.  The Disclosure Statement does not attempt to
project SouthTrust's recovery under the Plan.  The Disclosure
Statement says that Lonati SpA, another secured creditor, owed
$4 million, won't receive anything.  Unsecured creditors, owed an
"undetermined" amount, are expected to see a de minimis recovery.  
Shareholders are wiped-out.  

Robert Speizman, the Company's former president, will kick
$320,000 into the pot.  

Headquartered in Charlotte, North Carolina, Speizman Industries,
Inc. -- http://www.speizman.com/-- is a distributor of  
specialized Commercial industrial machinery parts and equipment
operating primarily in textile and laundry. The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. N.D.
Ga. Case No. 04-11540) on May 20, 2004. Michael D. Langford,
Esq., at Kilpatrick Stockton LLP, represents the debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they listed $23,938,000 in assets and $23,073,000
in liabilities.


SPRINGS INDUSTRIES: Moody's Rates Planned $490M Facility at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 to the proposed
guaranteed senior secured credit facility of Springs Industries
Inc.  At the same time Moody's affirmed the company's senior
implied rating of Ba3 and the senior unsecured issuer rating of
B1.  The rating outlook remains negative.

The proceeds of the proposed $490 million credit facility will be
used to refinance the existing like-sized credit facility and to
extend the maturity.

The ratings reflect:

   (1) the expected impact on cash from operations from the
       significant cash costs associated with the company's
       potential restructuring initiatives;

   (2) the potential for further margin erosion due to competitive
       industry pressures including the elimination of quotas in
       2005;

   (3) the weak EBIT return on assets despite facility
       rationalization; and

   (4) significant leverage.

The ratings benefit from the company's sizeable revenue base,
leading market position and ability to service large domestic
retailers.  It also incorporates the company's success in
importing a higher percentage of its products, including the
benefit of the company's exclusive relationship with a vertically
integrated Brazilian supplier.  The ratings also reflect an
improvement in working capital management and a supportive equity
partner.

The negative outlook reflects Moody's concerns with the potential
impact to the company of domestic overcapacity in the industry and
the growing substitution of imports for production in North
America.  The current rating also assumes the achievement of
benefits from current marketing strategies and potential future
restructuring plans.  The lack of attainment of these goals; any
diminution in operating margins, credit protection measurements or
free cash flow; or any unplanned restructuring costs could lead to
negative rating pressure.

While the Ba3 rating on the proposed credit facility reflects the
benefits and limitations of the collateral package, it also
reflects that the facility constitutes the preponderance of the
company's capital structure.  The $490 million guaranteed senior
secured credit facility consists of a five year, $150 million
revolving credit facility, a five year, $50 million amortizing
term loan A and six year, $290 million term loan B. The facility
is guaranteed by all domestic subsidiaries other than the accounts
receivable subsidiary.  The facility is secured by a perfected
first security lien on all tangible and intangible assets of the
borrower, including receivables not sold to the receivables
facility and trademarks as well as a pledge of 100% of the capital
stock of all domestic companies plus 65% of the capital stock of
foreign subsidiaries.

The senior unsecured issuer rating of B1 reflects the effective
subordination of unsecured creditors without guarantees to the
secured debt, which is the preponderance of the capital structure.

Springs Industries Inc., based in Fort Mill, South Carolina, is a
leading manufacturer and marketer of home furnishings.  The
company had $3 billion in sales in 2003.


STEEL DYNAMICS: Operating Performance Cues Moody's to Lift Ratings
------------------------------------------------------------------
Moody's Investors Service upgraded Steel Dynamics, Inc.'s ratings,
raising the rating on its senior unsecured notes to Ba2 and its
convertible subordinated notes to Ba3.  The upgrades recognize the
company's improved operating performance and debt protection
measures achieved in the current environment of high steel prices
and strong demand in North America, its success in bringing
several new projects on line in 2004, and the expanded product mix
and end-market diversification this has brought about.  The rating
outlook is stable.

These ratings were upgraded:

     (i) Senior implied rating to Ba2 from Ba3,

    (ii) $300 million of 9.5% senior unsecured notes due 2009 to
         Ba2 from B1,

   (iii) Senior unsecured issuer rating to Ba2 from B1, and

    (iv) $115 million of 4% convertible subordinated notes due
         2012 to Ba3 from B2.

The stable outlook reflects Moody's expectation that SDI will
continue to evidence good earnings and cash flow generation over
the next twelve to eighteen months.  The outlook also anticipates
that the company will continue to prudently manage its cash flow
uses and its capital structure, particularly in light of the
recently announced increase in the dividend and a large share
repurchase program.  Further, given SDI's recently refinanced bank
facility, growing cash balance, and absence of meaningful debt
maturities until 2007, the company remains well-positioned from a
liquidity perspective.  Continued free cash flow generation and
margin maintenance under conditions more typical to this cyclical
industry and continued discipline in the use of cash generated
could favorably impact the outlook or the rating.  Given current
industry operating fundamentals and the stronger platform from
which SDI is currently operating, a downward change in outlook or
ratings is unlikely over the time horizon envisioned by this
outlook, absent major investment or other non-operating issues
that might arise.

The drivers for Moody's upgrade at this time is SDI's increased
earnings and cash flow generating position given the record high
steel price environment and the increased scope and scale of its
operations.  The company's ability to utilize a surcharge
mechanism to track scrap steel and other raw material cost
increases together with historically high prices reflective of
strong demand factors has contributed to significant growth in
earnings and margin improvement.  Moody's notes the company's
operating profit of $216 per ton achieved in 3Q04 places it
solidly among the leaders in its North American peer group.  SDI's
debt coverage ratios have also improved substantially.  For the
twelve month period ended September 30, 2004, debt to EBITDA was
just 1.2 times, down from 3.7 times at year-end 2003.  Debt was
further reduced in October with the repayment of approximately
$100 million of bank borrowings.  In Moody's view, SDI's business
strategy, improvement in overall financial profile, and
strengthened cash balance ($159 million at September 30) should
provide the company with an acceptable cushion at this rating
level for a more normalized "through the cycle" earnings scenario.

Fundamentally, SDI's ratings continue to be supported by its good
market position as a mid-sized minimill steel supplier to the
industrial markets in the Midwestern US.  Primarily selling to
service centers, the company has worked to expand its product
diversity in recent years by adding additional coating and paint
capacity to capture higher margin end-use markets.  The company
has also completed its structural mill and acquired and
re-configured the Qualitech (now the Pittsboro mill) bar mill in
2002.  Moody's believes the expansion and construction risk
related to these growth projects have now moderated as the company
has achieved profitable operations in these areas.

Despite current healthy market conditions, there are a number of
factors, which could limit the degree of upside potential in the
rating.  Longer term, the domestic steel market remains capital
intensive and highly cyclical, with a history of severe swings in
realized prices and raw material costs.  Competition based on
price and the threat of lost market share to imported steel
products is constant.  Moody's also notes that SDI lacks
significant geographic diversity and that the continuing softness
in non-residential construction markets will continue to temper
performance in its structural and fabrication operations.  
Additionally, we note SDI's continuing efforts towards developing
viable scrap and pig iron substitutes as a way to reduce metallic
costs may present cost savings opportunities, but we caution that
the commercial viability of these technologies, namely the Mesabi
Nugget and Iron Dynamics ventures, has not been demonstrated.  
Moody's notes further that the Mesabi Nugget venture is expected
to account for around $90 million of the announced capital
spending of $175 million in 2005.

The ratings on the senior notes have historically been notched
down from the senior implied rating to reflect the substantial
borrowings at the secured bank level.  Moody's has now equalized
the senior unsecured rating with the senior implied given the
current undrawn position on the revolver, likelihood of minimal
usage, and the residual collateral value that would be available
to bondholders in a distressed scenario.  The Ba3 rating on the
convertible sub notes will continue to reflect its subordinated
position in the capital structure.

Headquartered in Fort Wayne, Indiana, Steel Dynamics, Inc. is a
minimill steel producer with annual steelmaking capacity of
approximately 4.1 million tons.  For the twelve months ended
September 30, 2004 revenues were $1.8 billion.


TERRA INDUSTRIES: Fitch Lifts Sr. Secured Debt Ratings to 'BB-'
---------------------------------------------------------------
Fitch Ratings raised the ratings for Terra Industries' senior
secured credit facility and 12.875% senior secured notes to 'BB-'
from 'B+'.  Fitch has also upgraded the 11.5% senior secured
second priority notes to 'B' from 'B-'.  Fitch has assigned a
rating of 'CCC+' to the convertible preferred shares.  Fitch
revised the Rating Outlook to Positive from Stable.

The upgrade is primarily related to Terra's recent strong
financial performance.  The ratings incorporate Terra's volatile
earnings and cash flow, its strong position in the domestic urea
ammonium nitrate -- UAN -- market, and the slight diversity of its
product mix.  The ratings also include an expected neutral impact
from the Mississippi Chemical Corporation purchase, which is
projected to close late in 2004 or early in 2005.  Terra's
revenues, earnings, profitability, and cash flow measures have
improved significantly in the first nine months of 2004.  The
improvement is associated with year-over-year increases in product
pricing and the volume of ammonia, UAN, and ammonium nitrate sold.
Operating margins have expanded during a sustained high natural
gas cost environment.  Greater earnings have strengthened credit
measures, most notably total debt-to-EBITDA.  For the trailing
twelve-month period ended September 30, 2004, EBITDA-to-interest
incurred improved to 4.1 times (x) from 2.5x at year-end 2003,
while total debt-to-EBITDA improved to 1.8x from 3.0x at year-end
2003.  In addition, cash from operations increased to $147 million
for the trailing twelve-month period ended Sept. 30, 2004 versus
$54 million at the end of 2003.  Nitrogen fertilizer market
conditions are strong and are expected to continue strengthening
in 2005.

The Positive Outlook reflects:

   (1) Terra's improving financial performance,
   (2) strong markets, and
   (3) the potential for positive synergies from the operation of
       Miss Chem's assets.  

Fitch believes Terra's credit measures may remain strong in the
next 12 to 18 months if nitrogen fertilizer demand and prices
continue to be strong.  Higher pricing is supported by continued
high natural gas cost.  Demand growth is supported by increasing
corn consumption and the improving global economy.

Terra Industries, based in Sioux City, Iowa, is a major North
American producer of ammonia, UAN solutions, and methanol and a
leading producer of ammonium nitrate in the U.K.  For the trailing
twelve month period ended September 30, 2004, Terra had revenue of
$1.5 billion, EBITDA of approximately $221 million, and debt of
$402 million, all of which is public debt.


TRITON PCS: Moody's Junks Senior & Senior Subordinated Notes
------------------------------------------------------------
Moody's Investors Service downgraded the existing ratings of
Triton PCS, Inc., as described below, completing the review for
possible downgrade initiated in July.  Moody's also assigned a B2
rating to the proposed $250 million senior secured term loan.  The
outlook for these ratings is negative.

The affected ratings are:

   * Senior implied rating downgraded to Caa1 from B2

   * Issuer rating downgraded to Caa1 from B2

   * $250 million senior secured term loan assigned B2

   * $725 million 8.5% Senior Notes due 2013 downgraded to Caa1
     from B2

   * $350 million 9.375% Senior Subordinated Notes due 2011
     downgraded to Ca from B3

   * $400 million 8.75% Senior Subordinated Notes due 2011
     downgraded to Ca from B3

Speculative grade liquidity rating improved to SGL-2 from SGL-3.

The downgrade to Caa1 for the company's senior implied rating
reflects the negative free cash flow profile of the company upon
completion of the asset swap with Cingular Wireless, the poor
recent financial and operating performance, the significant
challenges to improve that performance, concerns that Triton PCS's
capital structure is unsustainable absent substantial improvements
in cash flows, and that any such improvements are likely to take
at least 18 to 24 months to materialize.

The rating outlook is negative based upon the difficult operating
conditions the company faces during the upcoming transition from
being an affiliate of AT&T Wireless to an fully independent
regional operator.  The asset swap with Cingular combined with the
loss of high margin roaming revenues from AT&T Wireless
drastically reduces the cash flow generating capacity of the
company.  To support its large debt burden, Triton PCS must
substantially increase its cash flow.  However, integration of the
newly acquired territories in North Carolina and Puerto Rico will
require investment before cash flows may increase.  Most
importantly, Triton PCS must improve its subscriber growth, reduce
churn and maintain ARPUs to raise cash flows to a level more
commensurate with its debt load.  Subscriber growth will be
challenging as the industry matures and Triton PCS must compete
against much larger carriers, and maintaining and improving the
quality of its subscriber base (as measured by ARPU and churn)
given this growth requirement will be especially difficult.

The B2 rating on the new $250 million senior secured term loan
reflects its priority position in the company's capital structure,
and the benefits of its collateral and guarantee package.  While
there are a number of excluded assets from the security provided
to these lenders (non-core assets the company will be looking to
monetize), this facility is secured by all the primary operating
assets of the company and its subsidiaries.  In Moody's opinion,
this $250 million of senior secured debt is well covered by the
close to 940,000 subscribers Triton PCS will serve pro forma for
the exchange of assets with Cingular, and the projected
$160 million of EBITDA expected to be generated in 2005.

The Caa1 rating on the 8.5% senior unsecured notes due 2013
reflect their effective subordination to the senior secured
lenders, and the very high leverage of the company through these
notes.  While senior secured and unsecured debt of $975 million
represents a not unreasonable $1000 per subscriber, it is still
over 6 times projected EBITDA, a very high level for a negative
free cash flow company in difficult operating conditions.  The Ca
rating on the subordinated note issues reflects their contractual
subordination to the above rated obligations and Moody's
expectation that these creditors are likely to suffer substantial
impairment in the event of default.

The SGL-2 rating reflects the good liquidity of the company, pro
forma for the pending financing as well as the swap with Cingular
and the proposed $113 million acquisition of spectrum from Urban
Comm.  While Triton PCS will not be generating any free cash flow
over the intermediate term, the company will have a large cash
position of close to $400 million to fund its cash burn as well as
any debt repurchases.  Further, Triton PCS has a number of non-
core, saleable assets to further bolster its liquidity.  However,
Moody's notes that this currently "good" liquidity profile is
expected to weaken over time as cash balances decline from funding
free cash flow shortfalls as well as debt repurchases.

Headquartered in Berwyn, PA, Triton PCS, Inc. is a provider of
wireless telecommunications service with a subscriber base of
900,000 at the end of September 2004, and LTM revenues of
$824 million.


TRITON PCS: S&P Puts 'B' Rating on $250 Million Term Loan Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Triton PCS Inc.'s $250 million secured term loan facility due
2009, based on preliminary documentation.

The loan was also assigned a recovery rating of '1', indicating
the expectation for full recovery of principal in the event of a
default.

Simultaneously, the senior unsecured debt rating on the company
was lowered to 'CCC' from 'CCC+' due to the higher amount of
secured debt now in the capital structure.  Other existing
ratings, including the 'B-' corporate credit rating, were
affirmed.  The outlook is negative.

Proceeds of the term facility will primarily be used to retire
certain outstanding debt securities through open market purchases
and privately negotiated transactions.  This loan will replace the
existing $100 million senior secured revolving credit facility.
Pro forma for the transaction, total debt outstanding is about
$1.4 billion.

Triton PCS is a regional provider of wireless communications
services in the Southeastern U.S.  As of Sept. 30, 2004, its
wireless licenses covered approximately 13.6 million potential
customers in a contiguous geographic area encompassing portions of
Virginia, North Carolina, South Carolina, Tennessee, Georgia, and
Kentucky.  Subscribers totaled about 900,000.

"Ratings reflect Triton PCS's increased business risk profile
following the Cingular Wireless LLC/AT&T Wireless Services Inc.
(AWE) merger, an expected decline in EBITDA due to lower roaming
revenue, and the company's high debt leverage," said Standard &
Poor's credit analyst Rosemarie Kalinowski.

As a result of the Cingular/AWE merger, which closed in late
October 2004, Triton PCS's affiliate relationship and exclusivity
agreement with AWE is terminated, which increases the company's
competitive environment.  

Triton will now be competing directly against Cingular in 100% of
its markets, up from the previous 65% overlap.  In addition, as
AWE migrates more of its traffic onto Cingular's network, Triton's
roaming revenue, which comprises about 20% of total revenue, is
expected to be adversely affected.  The transition of Triton to a
stand-alone company, along with the property exchange with
Cingular and AWE, is expected to result in significantly less
reliance on roaming revenue and as much as a 25% decline in
EBITDA.


UAL CORPORATION: Gets Court Nod to Amend N653UA Financing Terms
---------------------------------------------------------------
UAL Corporation and its debtor-affiliates received the Court's
permission to enter into an Amended Term Sheet to restructure a
Japanese Leveraged Lease that finances an aircraft bearing Tail
No. N653UA.

Under the Original Terms of the JLL, the Debtors' lease of N653UA
expired on October 27, 2004.  Upon expiration, the Debtors had
the option of either purchasing the Aircraft or returning it to
the financiers.  If the Debtors elected to purchase N653UA for
use in the fleet, the financiers would have provided the
requisite secured loan.  The Original Terms were conditioned on
the Debtors emerging from bankruptcy by October 2004.

To address this discrepancy, the Debtors and the financiers agree
to enter into a new Amended Term Sheet that strikes the
bankruptcy emergence date provision.  The Amended Term Sheet
includes modified economic and payment terms that are not as
favorable to the Debtors, in exchange for removal of the temporal
restriction.  Weighing the alternatives to losing N653UA from the
fleet, or making a large up-front payment to buy the Aircraft,
the Amended Term Sheet provided the best option.

The Court reserves the financiers' rights to assert:

   (a) administrative expense claims; and

   (b) a general unsecured non-priority prepetition claim for
       damages due to termination and rejection of the existing
       financing arrangements.

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


UAL CORP: Court Allows Turnover of Funds in Dec. 5 Draw Request
---------------------------------------------------------------
United Air Lines, Inc., commenced a proceeding against U.S. Bank,
N.A., seeking a turnover pursuant to Section 542(b) of the
Bankruptcy Code, of certain construction bond funds held by U.S.
Bank under a trust agreement for the benefit of bondholders.

U.S. Bank serves as the trustee pursuant to the terms of a Trust
Agreement dated April 1, 2004, with the California Statewide
Communities Development Authority.  The Development Authority
issued California Statewide Communities Development Authority
Special Revenue Bonds (United Air Lines, Inc., -- Los Angeles
International Airport Cargo Project) Series 2001 in the aggregate
principal amount of $34,590,000.  The Bonds were issued to
finance the costs of constructing certain improvements at LAX.

The Development Authority deposited proceeds from the sale of the
Bonds into a construction fund established pursuant the Trust
Agreement.  All amounts in the Construction Fund are pledged to
the repayment of principal and interest on the Bonds and are held
in trust for the benefit of the bondholders.

The Construction Fund was designed to reimburse United for its
costs in constructing the LAX Project.  United, in turn, is
obligated to make payments under a Payment Agreement with the
Development Authority of the principal and interest on the Bonds.

For United to obtain disbursements from the Construction Fund, it
must submit to U.S. Bank a "Written Request of Corporation."  
Payment to United is to be made "upon receipt" of a Written
Request.

                         United's Claims

In the Complaint, United alleges three different turnover claims
against U.S. Bank, all seeking reimbursement for construction
expenses:

     $1,191,547 for costs incurred before the Petition Date.
                United submitted the Written Request to U.S. Bank
                on December 5, 2002;

       $233,824 for costs incurred prepetition.  United submitted
                the Written Request on December 13, 2002, a few
                days after United petitioned for Chapter 11; and

        $30,093 for postpetition costs.  The Written Request has
                never been submitted to U.S. Bank.  United,
                however, argues that a Written Request was
                ministerial and peripheral and, therefore, not
                required.

Payment of interest on the Bonds was due on April 1, 2003,
October 1, 2003, and April 1, 2004.  United has not made the
payments.  The failure to make the payment constitutes a default
under the Trust Agreement and the Payment Agreement.

                    U.S. Bank's Counterclaims

In response to the Complaint, U.S. Bank sought a declaration that
the funds are not property of United's bankruptcy estate, or
alternatively, that it has (i) a perfected security interest in
the funds, (ii) recoupment rights in the funds or (iii) setoff
rights in the funds.

As there are no material facts in dispute and the relevant
agreements are unambiguous, United and U.S. Bank filed requests
for summary judgment.

                        Conclusions of Law

The Court holds that each of the three claims for reimbursement
asserted by United raises distinct legal issues:

   (1) Postpetition Costs

       With respect to United's claim for payment of postpetition
       costs associated with the Lax Project, Judge Wedoff rules
       that United needed to submit a Written Request before U.S.
       Bank has a payment obligation of any kind.  This
       requirement cannot be ignored.  Since United failed to
       submit a Written Request, U.S. Bank has no obligation to
       pay United's postpetition claim.

   (2) December 13 Draw Request

       Judge Wedoff states that the December 13 Draw Request
       represent a valid claim against U.S. Bank.  The Claim,
       however, is fully subject to setoff under Section 553,
       since U.S. Bank has a much larger prepetition claim
       against United.  Mutuality exists because United is
       obligated to pay U.S. Bank, as trustee, and the Bank is
       obligated to pay United.

       United's obligations to U.S. Bank exceeds $34,000,000
       since its payment to date have covered interest accruing
       on the bond issue.

   (3) December 5 Draw Request

       The costs associated with the December 5 Draw Request were
       incurred prepetition and United's request itself was
       submitted prepetition.  Therefore, Judge Wedoff rules that
       U.S. Bank is mistaken in arguing that (x) it had a right
       to withhold payment to verify the accuracy of the
       information United submitted and (y) United's filing
       constituted an Event of Default that suspended U.S. Bank's
       payment obligation.  Judge Wedoff explains that United's
       right to reimbursement from the Construction Fund arose
       upon the submission of a request in the proper form.
       Neither the Trust Agreement nor the Payment Agreement
       imposes any duty on U.S. Bank to confirm the validity of
       the submission.  Because U.S. Bank had a non-discretionary
       duty to honor the request "upon receipt," equitable
       principles, as enforced under California law, require
       turnover of the funds.

Accordingly, Judge Wedoff grants United's request for turnover as
to the December 5 Draw Request.  United's request for turnover
with respect to the other claims is denied.

U.S. Bank's request for summary judgment declaring that the
amounts in the Construction Fund are not property of the estate
is denied with respect to the December 5 Draw Request.  Summary
judgment is granted with respect to United's other draw requests.

Judge Wedoff allows U.S. Bank to set off the amount sought in the
December 13 Draw Request against its Claims under the Payment
Agreement with United.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/7-- 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. 64; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


UAP HOLDING: Moody's Reviewing Low-B & Junks Ratings for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of UAP Holding
Corporation's (UAP Holding -- senior implied at B3) and United
Agri Products, Inc. (UAP) on review for possible upgrade.  The
action is prompted by management's decision to sell, in an effort
to realize value for existing equity holders, some 45% of UAP
Holding shares in an Initial Public Equity Offering -- IPO.  This
IPO reverses management's initial plans, announced in April 2004,
that centered on using an Income Deposit Securities -- IDS.  Only
a limited amount of the proceeds of the new equity offering will
be dedicated to the company.  The new planned IPO is viewed as a
more benign structure to existing debt holders with less of a debt
burden and less cash flow burden in terms of interest/dividend
payments.  Moody's also notes the improved credit profile of UAP
Holding relative to our expectations in November of 2003.  Moody's
downgraded UAP Holdings ratings May 21, 2004 as we believed that
the IDS transaction structure, announced in April 2004, would have
substantially increased the company's total debt outstanding, as
well as raising its interest and expected dividend payments.  
While there is a dividend contemplated in the proposed IPO it is
not expected to be as large as was contemplated under the IDS.  
The ratings actions are:

Ratings placed on review for upgrade:

   -- UAP Holding Corp.

      * Senior Implied -- B3

      * Senior Unsecured Issuer rating -- Caa2

      * Senior unsecured discount notes, due 2012 -- Caa2

   -- United Agri Products, Inc.

      * $500 million guaranteed senior secured revolver due 2008
        -- B1

      * $225 million guaranteed senior unsecured notes, due 2011
        -- B3

Ratings to be withdrawn:

   -- UAP Holding Corp.

      * Proposed $320 million guaranteed senior subordinated notes
        -- Caa3 ratings to be withdrawn

   -- United Agri Products, Inc.

      * Proposed $150 million second lien senior secured term loan
        due 2011 -- B2 rating to be withdrawn

The review will consider, in the context of the IPO, UAP's ability
to support the dividend payments resulting from the IPO structure,
notching considerations associated with the new capital structure,
UAP's progress in establishing itself as a standalone entity, and
the outlook for UAP's business.

Headquartered in Greeley, Colorado, United Agri Products, Inc.,
formerly a wholly owned subsidiary of ConAgra Foods, Inc.,
operates 350 farm distribution and storage centers in major-crop
producing areas of the U.S. and Canada.


US STEEL: Moody's Upgrades Senior Implied Ratings to Ba2 form Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded United States Steel
Corporation's debt ratings (Senior Implied to Ba2 from Ba3) and
affirmed the company's SGL-1 rating.  The rating outlook is
stable.

The upgrade acknowledges the improvement in US Steel's operating
performance and financial condition, its reduced leverage, and
strengthened debt protection measures.  The upgrade also considers
that the improved overall position of the company is sustainable
notwithstanding Moody's expectation that steel prices will
moderate over the course of 2005 and that the industry will
continue to exhibit cyclicality and volatility.  US Steel's focus
on directing free cash flow and equity proceeds to debt reduction
and voluntary funding of pension obligations has enhanced the
financial standing of the company.  The company's strong and
growing cash position and alternative liquidity further support
the rating.  US Steel's decisions as to appropriate use of its
cash liquidity and cash flow among competing constituencies,
including reinvestment in the business, shareholder returns and
creditors, will be factors watched in the rating going forward.

These ratings were upgraded:

   * $347.75 million 10.750 senior unsecured notes due 2008 -- to
     Ba2 from B1

   * $378.5 million 9.750% senior unsecured notes due 2010 -- to
     Ba2 from B1

   * $49 million SQUIDS due 2031 -- to Ba2 from B1

   * senior implied -- to Ba2 from Ba3

   * senior unsecured issuer rating -- to Ba2 from B1

Ratings affirmed were:

   * SGL-1 liquidity rating

The stable outlook reflects Moody's expectation that US Steel will
continue to prudently manage its resources between strategic
growth and strengthening of its capital structure and retain its
focus on deleveraging the company to better withstand cyclical
downturns.  The outlook also anticipates that despite rising raw
material costs, the company will remain reasonably well positioned
given its domestic self-sufficiency in iron ore and relatively
self-sufficient position in coke.  In addition, Moody's believes
that industry consolidation in recent years has brought a greater
degree of discipline to the market and that US Steel and the
industry will be able to maintain more reasonable margins through
the cycle than was experienced in 2002 and 2003.  However, the
ratings and rating outlook acknowledge US Steel's large retiree
obligations and heightened raw material cost pressures.

The ratings could be positively impacted should the company
demonstrate a track record of sustainable margin levels, at least
in the mid-teens on a gross profit basis, and further reduction in
leverage, either through ongoing strength in earnings relative to
debt levels or further reductions in the overall debt position.  
Given the current earnings momentum and outlook for continued good
performance for the industry for 2005, downward movement in the
rating is unlikely absent major investment or other significant
non-operating issues that might arise.

US Steel's senior implied rating considers the company's position
as the second largest domestic integrated producer with important
European operations that take its consolidated annual capacity to
approximately 27 million tons.  The company focuses on value added
products in the steel chain and benefits from strong customer
relationships in the industries it serves, principally the
automotive, appliance, construction, and energy sectors.  
Benefiting from improved capacity utilization, higher average
price realizations on strengthened demand, and the inclusion of
National Steel in fiscal 2004, US Steel's operating performance
has shown significant advancement, notwithstanding raw material
cost increases.  The company's vulnerability to these cost
pressures is somewhat moderated by its relative self-sufficiency
in iron ore and coke, although it remains exposed to increasing
coal prices.

Reflecting the operating leverage inherent in the business,
revenues and earnings have risen sharply in 2004, with operating
profits of $936 million through September 30, 2004.  Despite
increased working capital requirements during the period, the
company generated free cash flow of $619 million.  US Steel has
directed free cash flow and equity proceeds to debt reduction and
$120 million in voluntary funding of its pension plan.  Inclusive
of the planned repayment of the USSK loan, Moody's estimates
proforma leverage at September 30, 2004, as measured by the
adjusted debt to capital ratio, of 43%, down from 67% at year-end
2003, and as measured by the LTM debt/EBITDA ratio of 1.3x.  
Excess cash retained has contributed to cash balances of
$1.1 billion at September 30, 2004, which given the company's
modest debt maturity profile over the next several years, as well
as availability under the inventory and receivable facilities,
provides a comfortable liquidity cushion.

The ratings on the senior notes have historically been notched
down from the senior implied rating to reflect the level of
secured borrowing capacity.  Moody's has equalized the senior
unsecured note ratings with the senior implied rating given the
availability under these facilities, likelihood of minimal usage,
reduction in the amounts outstanding under the senior unsecured
notes and strong unencumbered collateral coverage available to
bondholders in a distressed scenario.

Headquartered in Pittsburgh, Pennsylvania, US Steel produces
flat-rolled and tubular steels.  Revenues in fiscal 2003 were
$9.3 billion.


VIE FINANCIAL: Selling Securities Unit to Piper Jaffray for $15MM
-----------------------------------------------------------------
Vie Financial Group, Inc., Vie Securities, LLC (a registered
broker-dealer that is a wholly owned subsidiary of the Company)
and Piper Jaffray Companies executed a LLC Membership Interest
Purchase Agreement, pursuant to which the Company will transfer
all of the equity interest of Vie Securities, LLC (which
constitutes substantially all of the assets of the Company) to
Piper for cash consideration of $15 million.  Piper also agreed to
loan the Company $1 million, which would be forgiven upon closing
of the asset sale.  

On September 20, 2004, the Company's Board of Directors approved
the Purchase Agreement and all transactions to be consummated
thereunder.  

The Company expects closing of the proposed transaction to occur
during the fourth quarter of 2004.  The parties have the right to
terminate the Purchase Agreement in the event that the proposed
transaction does not close before February 28, 2005.

The Company has received the written consent from its two secured
lenders approving the transaction.  

                       Plan of Liquidation

In addition, in light of the contemplated sale of substantially
all of the Company's assets, the Company's Board of Directors also
approved the Plan of Liquidation authorizing the Company to
liquidate its assets as set forth in the plan.  The Company's
Board of Directors has discretion as to the timing and amount of
distributions under the Plan of Liquidation.  Concurrent with the
signing of the Purchase Agreement, stockholders holding
approximately 86% of the voting securities of the Company signed
and delivered a written consent and irrevocable proxies approving
the transaction.  Those stockholders also approved the Plan of
Liquidation authorizing the Company, among other things, to sell
its assets (including by merger), pay distributions to creditors
and others, pursue its claims in the arbitration with the Toronto
Stock Exchange and wind up its business and affairs, all in
accordance with such plan.  Because the Company obtained the
written consent of these stockholders, no further stockholder
action is required under the General Corporation Law of the State
of Delaware, the Company's Certificate of Incorporation or By-
laws.

On September 17, 2004, one of the secured lenders, RGC
International Investors LDC, entered into a Repayment Agreement
pursuant to which it agreed to accept approximately $1.4 million
as full payment of a senior secured note with an unpaid principal
balance of approximately $4.7 million.  

                        $1 Million Loan

In connection with the transaction and pursuant to a Promissory
Note and Security Agreement, Piper committed to extending the
Company a $1 million loan at market rates, of which $350,000 was
loaned on August 20, 2004, another $350,000 of which was loaned on
September 21, 2004, and the final $300,000 of which would be
loaned 30 days thereafter.  Under the terms of the Promissory Note
and Security Agreement, the full amount funded of such $1 million
loan will be forgiven upon closing of the transaction. Under the
terms of the Purchase Agreement, Piper also committed to advance
to the Company up to an additional $300,000, which would be
deducted from the $15 million to be received at closing.

Vie Financial Group, Inc. is headquartered in Philadelphia with
offices in New York and Chicago.  Vie and its subsidiaries provide
electronic trading services to institutional investors and broker-
dealers.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 17, 2004, Vie
Financial Group Inc., recognized recurring operating losses and
has financed its operations primarily through the issuance of
equity securities.   As of December 31, 2003, it had an
accumulated deficit of $107,445,162 and stockholders' deficiency
of $3,122,853, which raises substantial doubt as to the Company's
ability to continue as a going concern.  


WELLS FARGO: Fitch Assigns Low-B Ratings to 11 Issue Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on these Wells Fargo Asset
Securities Corporation issues:

   * Series 2003-4

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

   * Series 2003-9 Group 1

     -- Class A affirmed at 'AAA';
     -- Class I-B-1 affirmed at 'AA';
     -- Class I-B-2 affirmed at 'A';
     -- Class I-B-3 affirmed at 'BBB';
     -- Class I-B-4 affirmed at 'BB';
     -- Class I-B-5 affirmed at 'B';

   * Series 2003-9 Group 2

     -- Class A affirmed at 'AAA';
     -- Class II-B-1 affirmed at 'AA';
     -- Class II-B-2 affirmed at 'A';
     -- Class II-B-3 affirmed at 'BBB';
     -- Class II-B-4 affirmed at 'BB';
     -- Class II-B-5 affirmed at 'B'.

   * Series 2003-16

     -- Class A affirmed at 'AAA';
     -- Class B-2 affirmed at 'A';
     -- Class B-5 affirmed at 'B'.

   * Series 2003-I

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

   * Series 2003-B

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'AA' from 'A';
     -- Class B-3 upgraded to 'A' from 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

The upgrades reflect an increase in credit enhancement relative to
future loss expectations and affect $6,291,038 of outstanding
certificates detailed above.

The current enhancement levels (as of the October distribution)
for classes B-1, B-2, and B-3 from series 2003-B have more than
doubled from the original enhancement levels.  Class B-1 currently
benefits from 3.88% subordination (originally 1.5%), class B-2
benefits from 2.20% subordination (originally 0.85%), and class B-
3 benefits from 1.42% of subordination (originally 0.55%).  In
addition, 70% of the original collateral has paid down, and there
have been less than 0.01% in cumulative losses (total loss as a
percentage of the original pool balance).

The mortgage pool consists of fully amortizing, one- to four-
family, adjustable-rate, first lien mortgage loans, substantially
all of which have original terms to maturity of approximately 30
years.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $2,344,925,093 of outstanding
certificates.  The pools are seasoned from a range of 11 to 17
months and pool factors (current principal balance as a percentage
of original) range from approximately 56% to 80% outstanding.  The
underlying collateral consists of fully amortizing 15- to 30-year
fixed- and adjustable-rate mortgages secured by first liens on
one- to four-family residential properties.


WORLDCOM INC: Court Approves Oakland & Federal Claims Stipulation
-----------------------------------------------------------------
The WorldCom, Inc., its debtor-affiliates and Oakland County,
Michigan, are parties to the Inmate Call Control Contract, dated
August 14, 2001, pursuant to which the Debtors contracted to
install and operate an inmate calling program in Oakland and to
pay Oakland commissions from the calls.

Federal Insurance Company provided a surety bond in favor of
Oakland to cover the Debtors' obligations due and owing under the
Inmate Contract.  Pursuant to its obligations, Federal Insurance
paid Oakland $417,921 for the prepetition commissions owing from
the Debtors to Oakland under the Inmate Contract.  In
consideration of the payment, Oakland assigned to Federal
Insurance any and all of its rights and claims against the
Debtors for any prepetition commission relating to the Inmate
Contract.

The Debtors assumed the Inmate Contract.  Pursuant to Section
365(b) of the Bankruptcy Code, the Debtors, after the assumption
of the Inmate Contract, have to cure any and all existing
defaults.

Oakland filed Claim No. 10432 for $417,921 for prepetition
commissions arising under the Inmate Contract.

On January 21, 2003, Federal Insurance filed Claim No. 16035 for
$17,016,900 plus attorneys' fees and interest, representing
Federal Insurance's maximum liability under the Bond and other
bonds issued to collateralize the Debtors' obligations under the
Inmate Contract.

To resolve the claims, the Debtors, Oakland County and Federal
Insurance stipulate that:

    (a) The Oakland Claim is satisfied through a Release,
        Assignment and Covenant with Federal Insurance dated
        November 26, 2003.  Under the Release Agreement:

        (1) Oakland County released and discharged Federal
            Insurance and the Debtors from any and all liability
            for the prepetition bankruptcy payment owed to it;

        (2) Oakland assigned any claim it had against the Debtors
            to Federal Insurance;

        (3) Federal Insurance paid Oakland $417,921 on December 2,
            2003, in full satisfaction of Oakland's prepetition
            claim against the Debtors;

        (4) The Debtors will not be obligated to make any other
            payment to Oakland or any other party as a result of
            the assumption of the Contract; and

        (5) The prepetition debt arising from the Contract and all
            conditions, defaults, and amounts owed by the Debtors
            under the Contract that are required to authorize the
            assumption of the Contract have been satisfied,
            discharged and remedied;

    (b) The cure amount for the Debtors' assumption of the
        Contract will be $417,921.  The Debtors will pay the Cure
        Amount to Federal Insurance; and

    (c) The Oakland and the Surety Claims are deemed expunged and
        extinguished.

Judge Gonzalez approves the parties' Stipulation.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (Worldcom Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDCOM INC: Court Okays Epsilon Data Claim Settlement
-------------------------------------------------------
On January 22, 2003, Epsilon Data Management, Inc., filed Claim
No. 22493 against WorldCom, Inc. and its debtor-affiliates.  The
Debtors asked the United States Bankruptcy Court for the Southern
District of New York to disallow and expunge Claim No. 22493.

To resolve their dispute, the parties stipulate and agree that:

    (a) Epsilon is permitted to set off $1,116,095, as Funds
        On Hand, to extinguish the secured portion of its claim;
        and

    (b) Claim No. 22493 will be modified and allowed as a Class 6
        general unsecured claim for $687,777.  The Claim will be
        paid by the Debtors to Epsilon in accordance with the
        Plan.

The Court approves the stipulation.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (Worldcom Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDCOM: Court Extends Tax Claim Objection Deadline to Jan. 31
---------------------------------------------------------------
The Reorganized Debtors need more time to file objections to
remaining tax-related claims in their cases.  The Reorganized
Debtors have completed the process of reviewing and reconciling
most claims.  However, certain discrete issues remain outstanding,
including in particular the review and analysis of numerous tax
claims that were recently filed by taxing authorities.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that on October 7, 2003, the Court extended until
April 1, 2004, the Bar Date for certain states to file additional
tax claims.  Since March 2004, more than 250 additional tax claims
have been filed by over 30 taxing jurisdictions.  Both
administrative claims and purported amendments to previously filed
claims continue to be filed.

Although a number of the Claims appear to include unpaid corporate
income taxes and royalty payment claims, virtually none of the
Claims specifically identify (i) whether the Claim was based in
whole or in part on corporate income tax or royalty payment
issues, or (ii) the manner in which the amount of the
Claim was calculated.  The Reorganized Debtors note that the
analysis of the Claims has been complex and time-consuming.

Section 7.01 of the Chapter 11 Plan allows the Reorganized Debtors
to object to Claims until the later of (a) 180 days after the
Effective Date of the Plan and (b) the date as may be fixed by the
Court, after notice and a hearing.

At the Reorganized Debtors' behest, the Court extends the deadline
to object to the Remaining Tax Claims until January 31, 2005.

Ms. Goldstein asserts that the extension is necessary because the
Reorganized Debtors have devoted substantial time and resources to
attempt to reach a global settlement of the Additional Claims with
all of the States that filed the Claims.  Counsel for
Reorganized Debtors have traveled throughout the country meeting
with multiple States, and have devoted substantial time analyzing
and responding to questions from the States as part of the
negotiation process.  These efforts have been very productive, but
because of the complex accounting and tax issues involved in these
negotiations, and the time needed to coordinate negotiations among
the States, additional time is needed to pursue settlement
discussions.  The States have been actively engaged in this
process.  The Reorganized Debtors believe that additional time to
negotiate with the States would be productive and could well
result in a settlement of some or all of the Remaining Tax Claims.

In addition, the hundreds of claims that have been filed by taxing
authorities within the past six months assert large Additional
Claims based in whole or in part on the complicated legal, tax and
accounting issues.  As a result, the process of analyzing the more
than 250 new claims has been difficult and time-consuming.  
Additional time is needed to:

   -- review the Remaining Tax Claims;

   -- determine whether they were timely filed;

   -- identify whether they duplicate or amend other claims;

   -- determine how the Remaining Tax Claims were calculated; and

   -- identify the defenses, if any, of the Reorganized Debtors
      to the Claims.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (Worldcom Bankruptcy News,
Issue No. 64; Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA         (89)         270        9
Akamai Tech.            AKAM       (144)         189       63
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (50)         641       27
Amazon.com              AMZN       (721)       2,109      642
Amylin Pharm. Inc.      AMLN        (42)         402      325
Atherogenics Inc.       AGIX        (19)          93       76
Blount International    BLT        (382)         420      (55)
CCC Information         CCCG       (131)          80        8
Cell Therapeutic        CTIC        (65)         162       72
Centennial Comm         CYCL       (538)       1,532      152
Choice Hotels           CHH        (175)         271      (18)
Cincinnati Bell         CBB        (615)       2,022      (17)
Compass Minerals        CMP        (132)         647      111
Cubist Pharmacy         CBST        (58)         172       42
Domino Pizza            DPZ        (575)         421      (16)
Echostar Comm           DISH     (1,740)       6,037      639
Graftech International  GTI         (44)       1,036      289
IMAX Corp.              IMAX        (51)         215        9
Indevus Pharm.          IDEV        (34)         205      164
Inex Pharm.             IEX          (2)          66       40
Kinetic Concepts        KCI         (29)         638      214
Level 3 Comm Inc.       LVLT       (159)       7,395      157
Lodgenet Entertainment  LNET        (68)         301       20
McMoran Exploration     MMR         (78)         163       49
Memberworks Inc.        MBRS        (46)         453      (11)
Millennium Chem.        MCH         (47)       2,331      580
ON Semiconductor        ONNN       (298)       1,221      270
Per-se Tech. Inc.       PSTI        (34)         157       43
Qwest Communication     Q        (2,477)      24,926     (509)
SBA Comm. Corp.         SBAC        (19)         934        5
St. John Knits Int'l    SJKI        (57)         206       77
US Unwired Inc.         UNWR       (234)         709     (280)
Vector Group Ltd.       VGR         (41)         552      105
Western Wireless        WWCA       (142)       2,665        1

                          *********

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 ***